Obligation BNP Paribas SA 1.675% ( US09659X2Q47 ) en USD

BNP Paribas SA

96.706 % ▲

France

US09659X2Q47 ( en USD )

1.675% par an ( paiement semestriel )

29/06/2027

Prospectus brochure de l'obligation BNP Paribas US09659X2Q47 en USD 1.675%, échéance 29/06/2027

200 000 USD

1 000 000 000 USD

09659X2Q4

A- ( Qualité moyenne supérieure )

Baa1 ( Qualité moyenne inférieure )

30/06/2025 ( Dans 38 jours )

BNP Paribas est une banque internationale française, l'une des plus grandes d'Europe, offrant une large gamme de services financiers aux particuliers, entreprises et institutions.

L'obligation BNP Paribas (ISIN : US09659X2Q47, CUSIP : 09659X2Q4), émise en France pour un montant total de 1 000 000 000 USD, avec un prix actuel de marché de 96,098 %, offre un taux d'intérêt de 1,675 %, une maturité fixée au 29/06/2027, une fréquence de paiement semestrielle, une taille minimale d'achat de 200 000 USD, et bénéficie de notations A- (S&P) et Baa1 (Moody's).

PRICING SUPPLEMENT (to base prospectus dated May 28, 2021)

U.S.$1,000,000,000 Fixed to Floating Rate Senior Non Preferred Notes Due 2027

June 23, 2021

This Pricing Supplement should be read together with the accompanying base prospectus dated May 28, 2021 (the "Prospectus") and the documents incorporated by
reference therein. Terms used in this Pricing Supplement are described or defined in the Prospectus. The Senior Non Preferred Notes will have terms described in the
Prospectus, as supplemented by this Pricing Supplement. If the terms described in this Pricing Supplement are different or inconsistent with those described in the
Prospectus, the terms described in this Pricing Supplement will supersede. Before you decide to invest we urge you to read this Pricing Supplement together with the
Prospectus.

Issuer: BNP Paribas
Interest Payment Date. Subsequent Interest Periods will begin on, and include,
Expected Rating of the Senior Non Preferred Notes: Baa1/A-/A+/ A (High)*
the most recent Interest Payment Date and end on, but exclude, the next
Principal Amount: $1,000,000,000.
succeeding Interest Payment Date.
Issue Price: 100%.
Business Day Convention: Following Business Day Convention.
Pricing Date: June 23, 2021.
Day Count Fraction: 30/360 (Unadjusted).
Issue Date: June 30, 2021.

Maturity Date: June 30, 2027.
FLOATING RATE PROVISIONS
Final Redemption Amount: 100% of the Principal Amount of the Senior Non
Manner in which the Rate of Interest is to be determined: Screen Rate
Preferred Notes plus accrued interest thereon to the date of redemption.
Determination
Early Redemption Amount: Final Redemption Amount.
Margin: 0.912%
Issuer Call: The Issuer may redeem the Notes in whole at their Early
Business Day Convention: Modified Following Business Day Convention
Redemption Amount on the Optional Redemption Date, on not less than 5 nor
Day Count Fraction: Actual/360 (Adjusted).
more than 30 days' notice (subject to Condition 5(q) (Conditions to redemption
Reference Rate: SOFR, as calculated per below
prior to the Maturity Date or substitution and variation of Senior Non Preferred
SOFR Calculation:
Notes) of the Prospectus).
- Three-Month Term SOFR with fallback provisions in case Three-Month Term
Optional Redemption Date: June 30, 2026.
SOFR cannot be determined or a Benchmark Transition Event has occurred in
Optional Redemption for Taxation Reasons or upon MREL/TLAC
relation to the Reference Rate.
Disqualification Event: The Issuer may at any time redeem the Senior Non
- Benchmark Replacement: As set forth in the Terms and Conditions for the
Preferred Notes in whole at their Early Redemption Amount, upon the
Notes.
occurrence of a Withholding Tax Event, Gross-Up Event or MREL/TLAC
- SOFR Reference Time: 3:00 pm New York Time
Disqualification Event (subject to Condition 5(q) (Conditions to redemption
Interest Reset Dates: The Reference Rate will reset quarterly on each applicable
prior to the Maturity Date or substitution and variation of Senior Non Preferred
Interest Payment Date, commencing on the first Interest Payment Date on which
Notes) of the Prospectus).
floating rate of interest is paid, subject to the Three-Month Term SOFR
Status: Senior Non Preferred (falling within the category of obligations
Conventions.
described in Articles L.613-30-3-1-4 and R.613-28 of the French Monetary and
Interest Determination Date: Two U.S. Government Securities Business Days
Financial Code). See "Additional Information" below.
preceding the Reset Date with respect to the next succeeding floating rate Interest
Substitution and Variation of Senior Non Preferred Notes: Subject to having
Period, subject to the Three-Month Term SOFR Conventions.
given notice to the Fiscal and Paying Agent and the Noteholders, if a
Interest Payment Dates: Interest payable quarterly each June 30, September 30,
MREL/TLAC Disqualification Event has occurred and is continuing, the Issuer
December 30 and March 30 in each year from (and including) the Interest
may, at its option, but subject to Condition 5(q) (Conditions to redemption prior
Payment Date falling on or nearest to September 30, 2026 to (and including) the
to the Maturity Date or substitution and variation of Senior Non Preferred
Maturity Date, subject to adjustment in accordance with the Business Day
Notes), substitute all (but not some only) of the Senior Non Preferred Notes or
Convention set forth above.
vary the terms of all (but not some only) of the Senior Non Preferred Notes
Interest Record Dates: With respect to each Interest Payment Date, the date that
without any requirement for the consent or approval of the Noteholders, so that
is one Business Day prior to such Interest Payment Date, whether or not that
they become or remain Qualifying Notes.
Interest Payment Date is a Business Day; provided that for an Interest Payment
Waiver of Set-Off: No Noteholder may at any time exercise or claim (and shall
Date that is also the Maturity Date, the interest payable on that Interest Payment
be deemed to have waived) any Waived Set-Off Rights against any right, claim,
Date will be payable to the person to whom the principal is payable.
or liability the Issuer has or may have or acquire against such Noteholder,
Statutory Write-Down or Conversion: By its acquisition of the Senior Non
directly or indirectly, howsoever arising.
Preferred Notes, each Noteholder (which includes any current or future holder of
No Events of Default: The terms of the Notes do not include events of default. a beneficial interest in the Notes) acknowledges, accepts, consents and agrees to
However Noteholders may, upon written notice to the Fiscal and Paying Agent,
be bound by the effect of the exercise of the Bail-In or Loss Absorption Power
cause the Notes to become due and payable, together with accrued interest
by a Relevant Resolution Authority. The issuer is licensed as a credit institution
thereon, as of the date on which said notice is received by the Fiscal and Paying
in France and as such subject to the resolution regime introduced by the EU
Agent, in the event that an order is made or an effective decision is passed for the
Bank Recovery and Resolution Directive 2014/59/EU of May, 15, 2014 (as
liquidation (liquidation amiable ou liquidation judiciaire) of the Issuer.
amended from time to time or such other directive as may come in effect in place
Type of Notes: Fixed to Floating Rate.
thereof, including the EU Directive 2019/879/EU of May 20, 2019). This
Type of Security: Senior Non Preferred Notes.
regulation, among others, gives resolution authorities, in case the Issuer is failing
Rate of Interest: From and including the Issue Date to but excluding the
or likely to fail, the power to amend the key terms of the Notes (including but not
Optional Redemption Date, the Notes will bear interest at a fixed rate of 1.675%
limited to the maturity date or the payment of interest), to write-down the claims
per annum. From and including the Optional Redemption Date to the Maturity
of unsecured creditors of a failing credit institution and to convert certain
Date, the Notes will bear interest at a floating rate of interest.
unsecured debt claims (including Notes) to equity. In case of resolution of the

Issuer, the claims under Notes could be reduced (including to zero) or converted
FIXED RATE PROVISIONS
to equity.
Benchmark Note: U.S. Treasury 0.750% due May 31, 2026.
Business Day: New York and TARGET2. TARGET2 refers to the Trans-
Benchmark Yield: 0.875%.
European Automated Real-Time Gross Settlement Express Transfer System.
Issue Yield: 1.675% per annum.

Issue Spread to Pricing Benchmark: 0.800%.

Interest Payment Dates: Semi-annually each June 30 and December 30, starting
on December 30, 2021 up to, and including, the Optional Redemption Date.

Calculation of Interest Period: The Interest Amount, if any, will be payable

semi-annually in arrears on each Interest Payment Date. The first Interest Period

will begin on, and include the Issue Date and end on, but exclude, the first

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USE OF PROCEEDS
As long as any Notes are outstanding, the Issuer is expected to provide a report,
The net proceeds of the issue of the Notes will be allocated or reallocated from
at least annually, on (i) the Eligible Green Assets financed or refinanced by the
time to time to the financing and/or refinancing, in whole or in part, of Eligible
net proceeds and their relevant environmental impact indicators, (ii) the
Green Assets as defined herein and further described in the BNP Paribas Green
allocation of the net proceeds of the Notes to Eligible Green Assets detailing the
Bond
Framework
dated
September
2020
available
at
aggregate amount dedicated to each of the Eligible Categories and (iii) the
https://invest.bnpparibas.com/en/green-bond-issues, as may be amended from
balance of unallocated cash and/or cash equivalent and/or other liquid marketable
time to time by the Issuer (the "BNP Paribas Green Bond Framework").
instruments still held by the Issuer, as further described in the BNP Paribas
Pending the allocation or reallocation, as the case may be, of the net proceeds of
Green Bond Framework. The report will be published by the Issuer at
the Notes to Eligible Green Assets, the Issuer will invest the balance of the net
https://invest.bnpparibas.com/en/green-bond-issues and the Issuer has mandated
proceeds, at its own discretion, in cash and/or cash equivalent and/or other liquid
an appropriate external independent auditor to provide an assurance report on
marketable instruments. The Issuer will use its best efforts to substitute any
this report.
redeemed loans, any other form of financing that is no longer financed or
Pursuant to the BNP Paribas Green Bond Framework, a second party opinion has
refinanced by the net proceeds, and/or any such loans or any other form of
been obtained from an appropriate second party opinion provider to assess the
financing which cease to be Eligible Green Assets, as soon as practicable once an
sustainability of its Green Bond Framework and to confirm its alignment with
appropriate substitution option has been identified, as long as Green Bond issues
the ICMA Green Bond Principles. This Second Party Opinion on the Green Bond
are outstanding. The Issuer will monitor the use of the net proceeds of the Notes
Framework will be published as and when BNP Paribas Framework is updated.
via its internal information systems.
For the avoidance of doubt, Green Asset Categories not reviewed by an
For the avoidance of doubt, payment of principal and interest in respect of the
independent second party opinion provider, either in whole or in part, would
Notes will be made from general funds of the Issuer and will not be directly or
require an updated version of the Second Party Opinion on the Green Bond
indirectly linked to the performance of Eligible Green Assets.
Framework before their insertion in BNP Paribas' single common pool of
Eligible Green Assets. On an annual basis, an independent second party opinion
"Eligible Green Assets" means any existing, on-going and/or future loans or any
provider will also provide a verification of the compliance of all the new Eligible
other form of financing from Eligible Categories selected by the Issuer, which
Green assets added within the course of the year.
meet the Eligibility Criteria, all in accordance with the BNP Paribas Green Bond
Framework.
The opinion and assurance report are available at
https://invest.bnpparibas.com/en/green-bond-issues.
Eligible Categories means the following categories (all as more fully described in

the BNP Paribas Green Bond Framework):
Lead Manager: BNP Paribas Securities Corp.
· Renewable Energy
Joint Lead Managers: BBVA Securities Inc., Danske Markets Inc., Nordea
Bank Abp and Skandinaviska Enskilda Banken AB
· Energy Efficiency
Senior Co-Managers: Commerz Markets LLC and Lloyds Bank Corporate
· Green buildings
Markets Wertpapierhandelsbank GmbH
· Transportation
Co-Managers: Mizuho Securities USA LLC and SMBC Nikko Securities
America, Inc.
· Water Management and Water Treatment
Calculation Agent: BNP Paribas Securities Corp.
· Pollution prevention and control
Denominations: $200,000 and integral multiples of U.S. $1,000 in excess
For the avoidance of doubt, the following sectors are excluded from the BNP
thereof.
Paribas Green Bond Framework: defence and security, palm oil, wood pulp,
CUSIP: 144A: 09659W2Q6; Reg S: 09659X2Q4.
nuclear power generation, coal-fired power generation, unconventional oil and
ISIN: 144A: US09659W2Q64; Reg S: US09659X2Q47.
gas, mining and tobacco.
Series: 6625.
"Eligibility Criteria" means the criteria with which any loan or any other form of
financing should comply, at any time, in order to be considered as an Eligible
Green Asset (as such criteria may be amended, from time to time, by the Issuer,
subject to external review by third parties, as the case may be, as per the BNP
Paribas Green Bond Framework). As part of the application of the Eligibility
Criteria, the Issuer will assess the potential environmental, social and governance
risks of the relevant assets, in line with its framework for managing such risks,
including specific risk assessment tools and the Equator Principles. The selection
of the Eligible Green Assets in accordance with the Eligibility Criteria will then
be verified by external third parties, as per the BNP Paribas Green Bond
Framework.

*"Baa1" by Moody's Investors Service Ltd, "A-" by Standard and Poor's Ratings Group, "A+" by Fitch Ratings and "A (High)" by DBRS.
A rating (1) is subject to downward revision, suspension or withdrawal at any time by the assigning rating organization, (2) does not take into account market risk or
the performance-related risks of the investment, and (3) is not a recommendation to buy, sell or hold securities.
Certain Joint Lead Managers and Co-Managers may not be U.S. registered broker-dealers and therefore may not make sales of any Notes in the United States or to
U.S. persons except in compliance with applicable U.S. laws and regulations. To the extent that any such Joint Lead Manager and Co-Managers intends to effect sales
of the Senior Non Preferred Notes in the United States, it will do so only through one or more U.S. registered broker-dealers or otherwise as permitted by applicable
U.S. law.

________________________________________________

The Issuer has not been registered under the Investment Company Act of 1940, as amended, and the Senior Non Preferred Notes have not been,
and will not be, registered under the Securities Act of 1933, as amended (the "Securities Act"), or the state securities laws of any state of the United States or
the securities laws of any other jurisdiction and are being offered only to qualified institutional buyers ("QIBs"), within the meaning of Rule 144A, pursuant
to the registration exemption under Rule 144A and outside the United States to non-"U.S. persons" in "offshore transactions" (as such terms are defined in
Rule 902 under the Securities Act) pursuant to Regulation S under the Securities Act.

Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of the Senior
Non Preferred Notes or determined that this Pricing Supplement is truthful or complete. Any representation to the contrary is a criminal offense. Under no
circumstances shall this Pricing Supplement constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these Notes, in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification under the securities laws of any such jurisdiction.

The Senior Non Preferred Notes constitute unconditional liabilities of the Issuer. The Senior Non Preferred Notes are not insured or guaranteed
by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality.

It is expected that delivery of the Senior Non Preferred Notes will be delivered against payment therefor on or about April 19, 2021, which will
be the fifth business day following the date of pricing of the Senior Non Preferred Notes (such settlement cycle being referred to herein as "T+5"). Under
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Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days
unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Senior Non Preferred Notes more than two
business days prior to their date of delivery will be required, by virtue of the fact that the Senior Non Preferred Notes initially will settle in T+5, to specify an
alternate settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own advisor.

The Senior Non Preferred Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise
made available to any retail investor in the European Economic Area (the "EEA"). For these purposes, a retail investor means a person who is one (or more)
of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of
Directive (EU) 2016/97 (the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (the "Prospectus Regulation"). Consequently, no key
information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation"), for offering or selling the Senior Non Preferred
Notes or otherwise making them available to retail investors in the EEA, has been or will be prepared and therefore offering or selling the Notes or
otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

The Senior Non Preferred Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise
made available to any retail investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail
client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act
2018 ("EUWA"); (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement
Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014
as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part
of domestic law by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic
law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Senior Non Preferred Notes or otherwise making them available to
retail investors in the UK has been prepared and therefore offering or selling the Senior Non Preferred Notes or otherwise making them available to any
retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

MIFID II product governance / Professional investors and ECPs only target market Solely for the purposes of the manufacturer's product
approval process, the target market assessment in respect of the Senior Non Preferred Notes has led to the conclusion that: (i) the target market for the
Senior Non Preferred Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the
Senior Non Preferred Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending
the Senior Non Preferred Notes (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor
subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Senior Non Preferred Notes (by either adopting or
refining the manufacturer's target market assessment) and determining appropriate distribution channels.

UK MIFIR product governance / Professional investors and ECPs only target market Solely for the purposes of the manufacturer's product
approval process, the target market assessment in respect of the Senior Non Preferred Notes has led to the conclusion that: (i) the target market for the
Senior Non Preferred Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and professional
clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR");
and (ii) all channels for distribution of the Senior Non Preferred Notes to eligible counterparties and professional clients are appropriate. Any person
subsequently offering, selling or recommending the Senior Non Preferred Notes (a "distributor") should take into consideration the manufacturer's target
market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR
Product Governance Rules") is responsible for undertaking its own target market assessment in respect of the Senior Non Preferred Notes (by either
adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.
__________________________
BNP PARIBAS

ADDITIONAL INFORMATION

You should read this Pricing Supplement together with the Prospectus.

This Pricing Supplement, together with the Prospectus, contains the terms of the Senior Non Preferred
Notes and supersedes all prior or contemporaneous oral statements as well as any other written materials including
preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample
structures, brochures or other educational materials of ours. You should carefully consider, among other things, the
matters set forth in "Risk Factors" in the Prospectus.

An investment in the Senior Non Preferred Notes entails significant risks relating to the Senior Non
Preferred Notes not associated with similar investments in a conventional debt security, including those described
below. You should read the following information about these risks, together with the other information in this
Pricing Supplement, before investing in the Senior Non Preferred Notes. We urge you to consult your investment,
legal, tax, accounting and other advisors before you invest in the Senior Non Preferred Notes.

Status of the Senior Non Preferred Notes

The Notes will be Senior Non Preferred Obligations (as defined in the Prospectus) and are direct,
unconditional, unsecured and senior (chirographaires) obligations of the Issuer, and rank and will at all times rank
(a) senior to Eligible Creditors (as defined in the Prospectus) of the Issuer, Ordinarily Subordinated Obligations (as
defined in the Prospectus) and any other present or future claims otherwise ranking junior to Senior Non Preferred
Obligations; (b) pari passu among themselves and with other Senior Non Preferred Obligations; and (c) junior to
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present and future claims benefiting from preferred exceptions including Senior Preferred Obligations (as defined in
the Prospectus). Subject to applicable law, in the event of the voluntary or judicial liquidation (liquidation amiable
ou liquidation judiciaire) of the Issuer, bankruptcy proceedings or any other similar proceedings affecting the Issuer,
the rights of Noteholders to payment under the Senior Non Preferred Notes rank (a) junior to Senior Preferred
Obligations; and (b) senior to any Eligible Creditors of the Issuer, Ordinarily Subordinated Obligations and any
other present or future claims otherwise ranking junior to Senior Non Preferred Obligations.
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