Obligation BNP Paribas SA 8.5% ( USF1067PAE63 ) en USD

BNP Paribas SA

104.925 % ▼

France

USF1067PAE63 ( en USD )

8.5% par an ( paiement semestriel )

Perpétuelle

Prospectus brochure de l'obligation BNP Paribas USF1067PAE63 en USD 8.5%, échéance Perpétuelle

200 000 USD

1 500 000 000 USD

F1067PAE6

BBB- ( Qualité moyenne inférieure )

14/08/2025 ( Dans 83 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 émise par BNP Paribas SA ( France ) , en USD, avec le code ISIN USF1067PAE63, paye un coupon de 8.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle
L'Obligation émise par BNP Paribas SA ( France ) , en USD, avec le code ISIN USF1067PAE63, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

IMPORTANT NOTICE
THIS DOCUMENT IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QUALIFIED
INSTITUTIONAL BUYERS ("QIBs") WITHIN THE MEANING OF RULE 144A OF THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR (2) NON-U.S. PERSONS
(WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) OUTSIDE THE
UNITED STATES.
IMPORTANT: Investors must read the following before continuing. The following applies to the
Prospectus following this page (the "Prospectus"), and you are therefore advised to read this
carefully before reading, accessing or making any other use of the Prospectus. In accessing the
Prospectus, you agree to be bound by the following terms and conditions, including any
modifications to them any time you receive any information from us as a result of such access.
Your attention is drawn to the wording on the inside cover page of the Prospectus and the
section of the Prospectus entitled "Plan of Distribution".
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. NOTHING
IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN
ANY JURISDICTION WHERE IT IS UNLAWFUL TO MAKE SUCH AN OFFER. THE SECURITIES
HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT, OR THE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND
THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR
FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER
THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY
APPLICABLE STATE OR LOCAL SECURITIES LAWS.
THE FOLLOWING PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER
PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY
FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN
PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A
VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS AND REGULATIONS OF
OTHER JURISDICTIONS.
The Notes are not intended to be offered, sold or otherwise made available and should not be
offered, sold or otherwise made available to retail clients, as defined in the rules set out in the
Markets in Financial Instruments Directive 2014/65/EU, as amended or replaced from time to
time. Prospective investors are referred to the section headed "Restrictions on marketing and
sales to retail investors" on page iv of this document for further information.
Confirmation of your Representation: In order to be eligible to view this Prospectus or make an
investment decision with respect to the securities, investors must be either (1) QIBs (within the meaning
of Rule 144A under the Securities Act) or (2) non-U.S. persons outside the United States. This
Prospectus is being sent at your request and by accepting the e-mail and accessing this Prospectus,
you shall be deemed to have represented to the Issuer and the Initial Purchasers that (1) you and any
customers you represent are either (a) QIBs or (b) non-U.S. persons located and receiving this
electronic transmission outside the United States and (2) that you consent to delivery of such
Prospectus by electronic transmission.
You are reminded that access to the Prospectus has been made available to you on the basis that you
are a person into whose possession the Prospectus may be lawfully delivered in accordance with the
laws of the jurisdiction in which you are located and you may not, nor are you authorized to, deliver the
Prospectus to any other person. The materials relating to the offering do not constitute, and may not be
used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted
by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the
underwriters or any affiliate of the underwriters is a licensed broker or dealer in that jurisdiction, the
offering shall be deemed to be made by the underwriters or such affiliate on behalf of the Issuer in such
jurisdiction.

The Prospectus constitutes a prospectus for the purposes of the Regulation (EU) 2017/1129 as
amended (the "Prospectus Regulation"). Application has been made for the Notes to be admitted to
trading on Euronext Paris.
Under no circumstances shall the Prospectus or this notice constitute or form part of any offer to sell or
the invitation or solicitation of an offer to buy nor shall there be any sale of the Notes in any jurisdiction
in which such offer, solicitation or sale would be unlawful. Recipients of the Prospectus who intend to
subscribe for or purchase the Notes are reminded that any subscription or purchase may only be made
on the basis of the information contained in the final prospectus. In the United Kingdom, this Prospectus
is only being distributed to, and is only directed at, and any investment or investment activity to which
this Prospectus relates is available only to, and will be engaged in only with, persons (i) having
professional experience in matters relating to investments who fall within the definition of "investment
professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 (the "Financial Promotion Order") or (ii) who are high net worth companies falling within
Article 49(2)(a) to (d) of the Financial Promotion Order, or other persons to whom it may otherwise be
lawfully communicated, (all such persons together being referred to as "relevant persons"). The Notes
are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire
such Notes will be engaged in only with, relevant persons. The Prospectus is directed only at relevant
persons and must not be acted on or relied on by persons who are not relevant persons.
The Prospectus may only be communicated in France to qualified investors as defined in Article 2(e) of
the Prospectus Regulation.
The Prospectus has been made available to you in an electronic form. You are reminded that
documents made available or transmitted via this medium may be altered or changed during the
process of electronic transmission and consequently neither the Issuer or BNP Paribas Securities Corp.,
Scotia Capital (USA) Inc., BBVA Securities Inc., Intesa Sanpaolo IMI Securities Corp., BMO Capital
Markets Corp., Desjardins Securities Inc., National Bank of Canada Financial Inc., KBC Securities USA
LLC, SMBC Nikko Securities America, Inc. and Mizuho Securities USA LLC (the "Initial Purchasers")
nor any person who controls any of the Initial Purchasers nor any director, officer, employee or agent
of an Initial Purchaser, or affiliate of any such person accepts any liability or responsibility whatsoever
in respect of any difference between the Prospectus made available to you in electronic format and the
hard copy version available to you on request from the Issuer or any of the Initial Purchasers.
Canadian Electronic Delivery Disclaimer
IMPORTANT: You must read the following electronic delivery disclaimer before continuing. The
following electronic delivery disclaimer applies to this Prospectus pertaining to the offer for sale of the
Notes of the Issuer, which is being made available to you in electronic form by electronic transmission.
You are advised that the Prospectus has not been filed with or cleared by any securities commission or
similar regulatory authority in Canada. You are further advised to read this disclaimer carefully before
accessing, reading or making any other use of the Prospectus. In accessing the Prospectus, you agree
to be bound by the following terms and conditions, including any modifications to them from time to
time, each time you receive any information as a result of such access.
Confirmation of Your Representation: You have accessed the Prospectus on the basis that you have
confirmed to the Issuer and each Initial Purchaser acting as an underwriter in the offering that (1) you
agree to receive the Prospectus and any amendments or supplements thereto in electronic form by
electronic transmission, as applicable, (2) you are a resident of a jurisdiction of Canada where delivery
of the Prospectus in electronic form by electronic transmission may be lawfully made under the laws of
such jurisdiction, (3) you are an "accredited investor" as such term is defined in section 1.1 of National
Instrument 45-106 Prospectus Exemptions or, in Ontario, in section 73.3(1) of the Securities Act
(Ontario), as applicable, and, where required by applicable Canadian securities laws or as a condition
of purchasing the Notes from any dealer acting as a underwriter in the offering, a "permitted client" as
such term is defined in section 1.1 of National Instrument 31-103 Registration Requirements,
Exemptions and Ongoing Registrant Obligations, respectively, and (4) you consent to delivery of the
Prospectus and any amendments or supplements thereto in electronic form by electronic transmission,
as applicable.
By accessing the Prospectus, you hereby confirm that documents delivered in electronic form by
electronic transmission may be altered or changed during the process of electronic transmission.

Neither the Issuer, the Initial Purchasers nor any of their respective affiliates accepts any liability or
responsibility whatsoever in respect of any alteration or change to the Prospectus as a result of the
process of electronic transmission into Canada. Where any such alteration or change to the Prospectus
results from the process of electronic transmission into Canada, a hard copy of the Prospectus will be
furnished upon request.
THE PROSPECTUS MAY NOT BE REPRODUCED OR REDISTRIBUTED, IN WHOLE OR IN PART,
WITHOUT THE PRIOR WRITTEN CONSENT OF THE ISSUER AND THE INITIAL PURCHASERS,
AS APPLICABLE.
You are responsible for protecting against electronic viruses and other items of a destructive nature.
Your use of this electronic transmission and any attachment hereto is at your own risk and it is your
responsibility to take precautions to ensure that this electronic transmission and any attachment hereto
are and remain free from electronic viruses and other items of a destructive nature.
This electronic transmission and any attachment hereto are intended only for use by the addressee
named herein. If you have received this electronic transmission and any attachment hereto, including
the Prospectus, in error, you hereby agree to immediately delete the same and any copies thereof from
your system, to notify the Issuer and the Initial Purchasers, as applicable, by reply e-mail and to destroy
any printouts thereof. If you have gained access to this electronic transmission contrary to the foregoing
restrictions, you hereby acknowledge that you will be unable to purchase the Notes.
Upon receipt of this electronic transmission you will be deemed to have agreed to the above conditions
of use in their entirety and without limitation.

PROSPECTUS
STRICTLY CONFIDENTIAL

US$1,500,000,000 Perpetual Fixed Rate Resettable Additional Tier 1 Contingent Convertible
Notes

Issue Price for the Notes: 100.00%
BNP PARIBAS ("BNP Paribas" or the "Issuer") is offering US$1,500,000,000 principal amount of its
Perpetual Fixed Rate Resettable Additional Tier 1 Contingent Convertible Notes (the "Notes"). The
Notes will be issued by BNP Paribas and will constitute direct, unsecured and deeply subordinated
obligations of the Issuer, as described in Condition 4 (Status of the Notes) in "Terms and Conditions of
the Notes".
The Notes are deeply subordinated notes of the Issuer issued pursuant to the provisions of
Article L.228-97 of the French Code de commerce. The Notes will be governed by, and construed in
accordance with, the laws of the State of New York, except for Condition 4 (Status of the Notes) and
Condition 6.6 (Adjustments to the Maximum Conversion Ratio) which will be governed by, and
construed in accordance with, French law.
The Notes will bear interest on their principal amount at the applicable Rate of Interest from (and
including) August 14, 2023 (the "Issue Date"). Interest shall be payable semi-annually in arrears on
February 14 and August 14 in each year (each an "Interest Payment Date") commencing on February
14, 2024. During the Initial Period (i.e. from the Issue Date to but excluding August 14, 2028 (the "First
Call Date")) the Notes will bear interest at the rate of 8.500 per cent per annum. The rate of interest will
reset on the First Call Date and on each five-year anniversary thereafter (each, a "Reset Date"). The
rate of interest for each Interest Period (as defined in Condition 2 (Interpretation) in "Terms and
Conditions of the Notes") occurring after each Reset Date will be equal to the Reset Rate of Interest
which amounts to a rate per annum equal to the sum of (a) the then- applicable CMT Rate plus (b) the
Margin (4.354 per cent), as determined by the Calculation Agent, as described in Condition 5 (Interest)
in "Terms and Conditions of the Notes".
The Issuer may elect or may be required to cancel the payment of interest on the Notes (in whole or in
part) on any Interest Payment Date as set out in Condition 5.9 (Cancellation of Interest Amounts) in
"Terms and Conditions of the Notes". Interest that is cancelled will not be due on any subsequent date,
and the non-payment will not constitute a default by the Issuer.
The Notes are perpetual obligations and have no fixed maturity date. Holders do not have the right to
call for their redemption. The Issuer is not required to make any payment of the principal amount of the
Notes at any time prior to the time a judgment is issued for the judicial liquidation (liquidation judiciaire)
of the Issuer or if the Issuer is liquidated for any other reason. The Issuer may, subject to the prior
permission of the Relevant Regulator, redeem the Notes in whole, but not in part, on any Reset Date
or at any time following the occurrence of a Capital Event or a Tax Event at their principal amount plus
accrued and unpaid interest.
The Notes will be converted into Ordinary Shares if the Group CET1 Ratio is equal to or less
than 5.125 per cent. (each term as defined in Condition 2 (Interpretation) in "Terms and
Conditions of the Notes"). Holders may lose some or all of their investment as a result of such
Conversion. See Condition 6 (Conversion). If a Capital Event or a Tax Event has occurred and is
continuing, the Issuer may further substitute all of the Notes or vary the terms of all of the Notes,
without the consent or approval of Holders, so that they become or remain Compliant Securities
(as described in Condition 7.5 (Substitution/Variation) in "Terms and Conditions of the Notes").

This document (the "Prospectus") constitutes a prospectus for the purposes of Article 6 of Regulation
(EU) 2017/1129 of June 14, 2017, as amended (the "Prospectus Regulation").
Application has been made to list and admit to trading the Notes, as of the Issue Date or as soon as
practicable thereafter, on the regulated market of Euronext in Paris ("Euronext Paris"). Euronext Paris
is a regulated market within the meaning of the Directive 2014/65/EU of the European Parliament and
of the Council dated May 15, 2014, as amended.
The Notes are expected to be rated BBB- by Standard & Poor's Global Ratings Europe Limited, France
Branch ("Standard & Poor's"), Ba1 by Moody's Deutschland GmbH, Frankfurt am Main ("Moody's"),
and BBB by Fitch Ratings Ireland Limited ("Fitch"). Each of Standard & Poor's, Moody's and Fitch is
established in the European Union (the "EU") and is registered under Regulation (EC) No. 1060/2009
(as amended) (the "CRA Regulation") and is included in the list of credit rating agencies registered in
accordance with the CRA Regulation as of the date of this Prospectus. This list is available on the
European Securities and Markets Authority (the
"ESMA")
website at
www.esma.europa.eu/supervision/credit-rating-agencies/risk (list last updated on March 27, 2023). A
rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension
or withdrawal at any time.
Investing in the Notes involves certain risks. See "Risk Factors" beginning on page 2 below for
risk factors relevant to an investment in the Notes.
The Notes will be issued in registered form and subscribed and may be held in denominations of
US$200,000 and integral multiples of US$1,000 in excess thereof. Delivery of the Notes will be made on
or about August 14, 2023, in book-entry form only, through the facilities of The Depository
Trust Company ("DTC"), for the accounts of its participants, including Clearstream Banking, société
anonyme ("Clearstream, Luxembourg"), and Euroclear Bank S.A./N.V. ("Euroclear").
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as
amended (the "Securities Act"). Accordingly, the Issuer is offering the Notes only (1) to Qualified
Institutional Buyers ("QIBs") within the meaning of Rule 144A under the Securities Act
("Rule 144A") and (2) outside the United States to non-U.S. persons in reliance on Regulation S
under the Securities Act ("Regulation S"). Prospective purchasers are hereby notified that
sellers of the Notes may be relying on the exemption from the provisions of Section 5 of the
Securities Act provided by Rule 144A.
Copies of this Prospectus will be available (a) free of charge from the head office of the Issuer at the
address given at the end of this Prospectus and (b) on the websites of the French Autorité des marchés
financiers (the "AMF") (www.amf-france.org) and of the Issuer (www.invest.bnpparibas.com).
Application will be made to the AMF for approval of the final Prospectus in its capacity as competent
authority in France pursuant to Regulation (EU) 2017/1129 after having verified that the information it
contains is complete, coherent and comprehensible. Such approval should not be considered as an
endorsement of the Issuer or the quality of the Notes that are the subject of this Prospectus. Investors
should make their own assessment of the opportunity to invest in such Notes.
Sole Bookrunner and Global Coordinator
BNP PARIBAS

Joint Lead Managers

Scotiabank
BBVA
IMI Intesa Sanpaolo

Co-Managers

BMO Capital Markets
Desjardins Capital Markets
National Bank of Canada

Financial Markets

KBC Securities USA
SMBC Nikko
Mizuho

The date of this Prospectus is August 8, 2023.

ii

The Issuer is responsible for the information contained and incorporated by reference in this
Prospectus. The Issuer has not authorized anyone to give prospective investors any other information,
and the Issuer takes no responsibility for any other information that others may give to prospective
investors. Prospective investors should carefully evaluate the information provided by the Issuer in light
of the total mix of information available to them, recognizing that the Issuer can provide no assurance
as to the reliability of any information not contained or incorporated by reference in this Prospectus. The
information contained or incorporated by reference in this Prospectus is accurate only as of the date
hereof, regardless of the time of delivery or of any sale of the Notes. It is important for prospective
investors to read and consider all information contained in this Prospectus, including the documents
incorporated by reference herein, in making an investment decision. Prospective investors should also
read and consider the information in the documents to which the Issuer has referred them under the
heading "Documents Incorporated by Reference" in this Prospectus.
This Prospectus has been prepared by the Issuer solely for use in connection with the placement of the
Notes. The Issuer and the initial purchasers listed in "Plan of Distribution" below (the "Initial
Purchasers") reserve the right to reject any offer to purchase for any reason.
Neither the U.S. Securities and Exchange Commission, any state securities commission nor any
other regulatory authority, has approved or disapproved of the Notes; nor have any of the
foregoing authorities passed upon or endorsed the merits of this offering or the accuracy or
adequacy of this Prospectus. Any representation to the contrary is a criminal offense.
The Notes are not insured by the U.S. Federal Deposit Insurance Corporation or any other
governmental deposit insurance agency.
The Notes have not been and will not be registered under the Securities Act or the securities law of any
U.S. state, and may not be offered or sold, directly or indirectly, in the United States or to, or for the
account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act or such state securities laws. The Notes are being
offered and sold in the United States only to Qualified Institutional Buyers (as defined in Rule 144A)
and outside the United States to non-U.S. persons in accordance with Regulation S under the Securities
Act.
In addition, until forty (40) calendar days after the commencement of the offering, an offer or sale of
Notes within the United States by a dealer (whether or not it is participating in the offering) may violate
the registration requirements of the Securities Act unless it is made pursuant to Rule 144A.
The distribution of this Prospectus and the offering and sale of the Notes in certain jurisdictions may be
restricted by law. The Issuer and the Initial Purchasers require persons in whose possession this
Prospectus comes to inform themselves about and to observe any such restrictions. This Prospectus
does not constitute an offer of, or an invitation to purchase, any of the Notes in any jurisdiction in which
such offer or invitation would be unlawful.
The Issuer is offering to sell, and is seeking offers to buy, the Notes only in jurisdictions where offers
and sales are permitted. This Prospectus does not constitute an offer to sell, or a solicitation of an offer
to buy, any Notes by any person in any jurisdiction in which it is unlawful for such person to make such
an offer or solicitation. Neither the delivery of this Prospectus nor any sale made under it implies that
there has been no change in the Issuer's affairs or that the information contained or incorporated by
reference in this Prospectus is correct as of any date after the date of this Prospectus.
Prospective investors must:
comply with all applicable laws and regulations in force in any jurisdiction in connection with the
possession or distribution of this Prospectus and the purchase, offer or sale of the Notes; and
obtain any consent, approval or permission required to be obtained by them for the purchase, offer or
sale by them of the Notes under the laws and regulations applicable to them in force in any jurisdiction
to which they are subject or in which they make such purchases, offers or sales; and neither the Issuer
nor the Initial Purchasers shall have any responsibility therefor.
By purchasing the Notes, investors will be deemed to have made the acknowledgements,
representations, warranties and agreements described under the heading "Notice to U.S. Investors" in
iii

this Prospectus. Investors should understand that they may be required to bear the financial risks of
their investment for an indefinite period of time.
Prohibition of sales to EEA retail investors
The 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 (as amended or superseded, 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. Consequently no key information document required by the Regulation (EU) No.
1286/2014 on key information documents for packaged and retail and insurance-based investment
products (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making
them available to retail investors in the EEA has been 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.
Prohibition of sales to UK retail investors
The 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 the domestic law of the UK by virtue
of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of the
provisions of the Financial Services Market Act 2000 ("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. Consequently, no key information document required by Regulation (EU)
No 1286/2014 as it forms part of the domestic law of the UK by virtue of the EUWA (the "UK PRIIPs
Regulation") for offering or selling the Notes or otherwise making them available to retail investors in
the UK has been prepared and therefore offering or selling the 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 each manufacturer's product approval process, the target market assessment
in respect of the Notes, taking into account the five categories referred to in item 18 of the Guidelines
published by the ESMA on February 5, 2018, has led to the conclusion that: (i) the target market for the
Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all
channels for distribution of the Notes to eligible counterparties and professional clients are appropriate.
Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into
consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II
is responsible for undertaking its own target market assessment in respect of the Notes (by either
adopting or refining the manufacturers' target market assessment) and determining appropriate
distribution channels.
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or
accepting an offer to purchase, any Notes (or any beneficial interests therein) from the Issuer and/or
the Initial Purchasers, the foregoing representations, warranties, agreements and undertakings will be
given by and be binding upon both the agent and its underlying client.
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 Notes, taking into account the five categories referred to in item 18 of the Guidelines
published by the ESMA on February 5, 2018, has led to the conclusion that: (i) the target market for the
Notes is only eligible counterparties, as defined in the Financial Conduct Authority ("FCA") 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 Notes to eligible counterparties and professional clients are
iv

appropriate. Any person subsequently offering, selling or recommending the 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 Notes (by either adopting or refining the manufacturer's target market assessment)
and determining appropriate distribution channels.
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or
accepting an offer to purchase, any Notes (or any beneficial interests therein) from the Issuer and/or
the Initial Purchasers, the foregoing representations, warranties, agreements and undertakings will be
given by and be binding upon both the agent and its underlying client.
Prohibition on marketing and sales to retail investors

1.
The Notes discussed in this Prospectus are complex financial instruments. They are not a
suitable or appropriate investment for all investors, especially retail investors. In some
jurisdictions (including the UK), regulatory authorities have adopted or published laws,
regulations or guidance with respect to the offer or sale of securities such as the Notes.
Potential investors in the Notes should inform themselves of, and comply with, any applicable
laws, regulations or regulatory guidance with respect to any resale of the Notes (or any
beneficial interests therein).

2.
(A)
In the UK, the FCA COBS requires, in summary, that the Notes should not be offered
or sold to retail clients (as defined in COBS 3.4 and each a "retail client") in the UK.

(B)
Certain or all of the Initial Purchasers are required to comply with COBS.

(C)
By purchasing, or making or accepting an offer to purchase, any Notes (or a beneficial
interest in such Notes) from the Issuer and/or the Initial Purchasers each prospective
investor represents, warrants, agrees with and undertakes to the Issuer and each of
the Initial Purchasers that:

(i) it is not a retail client in the UK;

(ii) it will not sell or offer the Notes (or any beneficial interest therein) to retail
clients in the UK or communicate (including the distribution of the Prospectus)
or approve an invitation or inducement to participate in, acquire or underwrite
the Notes (or any beneficial interests therein) where that invitation or
inducement is addressed to or disseminated in such a way that it is likely to be
received by a retail client in the UK.

(D)
In selling or offering the Notes or making or approving communications relating to the
Notes you may not rely on the limited exemptions set out in COBS.

3.
The obligations in paragraph 2. above are in addition to the need to comply at all times with all
other applicable laws, regulations and regulatory guidance (whether inside or outside the EEA)
or the UK) relating to the promotion, offering, distribution and/or sale of the Notes (or any
beneficial interests therein), whether or not specifically mentioned in the Prospectus, including
(without limitation) any requirements under MiFID II or the UK FCA Handbook as to determining
the appropriateness and/or suitability of an investment in the Notes (or any beneficial interests
therein) for investors in any relevant jurisdiction.

Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or
accepting an offer to purchase, any Notes (or any beneficial interests therein) from the Issuer and/or
the Initial Purchasers the foregoing representations, warranties, agreements and undertakings will be
given by and be binding upon both the agent and its underlying client.
v

Prospective investors acknowledge that they have not relied on the Initial Purchasers or any person
affiliated with the Initial Purchasers in connection with their investigation of the accuracy of such
information or their investment decision. In making an investment decision, prospective investors must
rely on their own examination of the Issuer and the terms of this offering, including the merits and risks
involved.
The Initial Purchasers are not making any representation or warranty, express or implied, as to the
accuracy or completeness of the information contained or incorporated by reference in this Prospectus.
Prospective investors should not rely upon the information contained or incorporated by reference in
this Prospectus as a promise or representation by the Initial Purchasers, whether as to the past or the
future. The Initial Purchasers assume no responsibility for the accuracy or completeness of such
information.
Neither the Initial Purchasers, nor the Issuer, nor any of their respective representatives, are making
any representation to prospective investors regarding the legality of an investment in the Notes.
Prospective investors should consult with their own advisers as to legal, tax, business, financial and
related aspects of an investment in the Notes. Investors must comply with all laws applicable in any
place in which they buy, offer or sell the Notes or possess or distribute this Prospectus, and they must
obtain all applicable consents and approvals. Neither the Initial Purchasers nor the Issuer shall have
any responsibility for any of the foregoing legal requirements.
The Issuer and the Initial Purchasers reserve the right to withdraw this offering at any time before
closing, to reject any offer to purchase, in whole or in part, for any reason, or to sell less than the amount
of Notes offered by this Prospectus.
AVAILABLE INFORMATION
To permit compliance with Rule 144A in connection with sales of the Notes, for as long as any of the
Notes remain outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the
Securities Act, the Issuer will furnish upon the request of a holder of the Notes or of a beneficial owner
of an interest therein, or to a prospective purchaser of such Notes or beneficial interests designated by
a holder of the Notes or a beneficial owner of an interest therein to such holder, beneficial owner or
prospective purchaser, the information required to be delivered under Rule 144A(d)(4) under the
Securities Act and will otherwise comply with the requirements of Rule 144A(d)(4) under the Securities
Act, if at the time of such request, the Issuer is not a reporting company under Section 13 or Section
15(d) of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), or exempt from
reporting pursuant to Rule 12g3-2(b) under the Exchange Act.
NOTICE TO PROSPECTIVE INVESTORS
As Additional Tier 1 Capital instruments, the Notes are particularly complex financial instruments which
may not be a suitable investment for certain investors. Potential investors in the Notes should have
sufficient knowledge and expertise (either alone or with a financial advisor) to analyze features such as
the risk of interest cancellation, the risk of Conversion in case of a Capital Ratio Event, the risk that the
Maximum Distributable Amount may be insufficient to allow the Issuer to pay interest, the risk of deep
subordination, the risk of use of a Bail In Tool by resolution authorities, and other complex features that
distinguish the Notes from more standard debt obligations. The Notes are not a suitable investment for
investors that do not possess such knowledge and expertise, and any such investors who nonetheless
purchase the Notes may face a significantly greater risk of loss than investors who do possess such
knowledge and expertise. For example, investors who regularly follow developments in the market for
Additional Tier 1 Capital instruments may be in a position to react more quickly to market or regulatory
events than investors who are less aware of such developments, with the latter group of investors
exposed to potentially greater losses due to their slower reactivity. Potential investors should determine
the suitability of an investment in the Notes in light of their own circumstances, and in particular the risk
that their lack of relevant knowledge and expertise may cause them to lose all or a significant portion
of the amount invested in the Notes.
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Initial
Purchasers to subscribe for, or purchase, any Notes.
vi

The Initial Purchasers have not separately verified the information contained in this Prospectus. None
of the Initial Purchasers makes any representation, express or implied, or accepts any responsibility,
with respect to the accuracy or completeness of any of the information in this Prospectus. Neither this
Prospectus nor any other financial statements are intended to provide the basis of any credit or other
evaluation and should not be considered as a recommendation by any of the Issuer or the Initial
Purchasers that any recipient of this Prospectus or any other financial statements should purchase the
Notes. Each potential purchaser of Notes should determine for itself the relevance of the information
contained in this Prospectus and its purchase of Notes should be based upon such investigation as it
deems necessary. None of the Initial Purchasers undertakes to review the financial condition or affairs
of the Issuer during the life of the arrangements contemplated by this Prospectus nor to advise any
investor or potential investor in the Notes of any information coming to the attention of any of the Initial
Purchasers.
Any investor purchasing the Notes is solely responsible for ensuring that any offer or resale of the Notes
it purchased occurs in compliance with applicable laws and regulations.
In connection with the issue of the Notes, the Initial Purchaser(s) named as the stabilizing Initial
Purchaser(s) (if any) (the "Stabilizing Initial Purchaser(s)") (or persons acting on behalf of any
Stabilizing Initial Purchaser(s)) may over-allot Notes or effect transactions with a view to supporting the
market price of the Notes at a level higher than that which might otherwise prevail. However, there is
no assurance that the Stabilizing Initial Purchaser(s) (or persons acting on behalf of a Stabilizing Initial
Purchaser(s)) will undertake stabilization action. Any stabilization action may begin on or after the date
on which adequate public disclosure of the terms of the offer of the Notes is made and, if begun, may
be ended at any time, but it must end no later than the earlier of thirty (30) calendar days after the Issue
Date and sixty (60) calendar days after the date of the allotment of the Notes. Any stabilization action
or over-allotment must be conducted by the relevant Stabilizing Initial Purchaser(s) (or persons acting
on behalf of any Stabilizing Initial Purchaser(s)) in accordance with all applicable laws and rules.
In the United Kingdom, this Prospectus is only being distributed to, and is only directed at, and any
investment or investment activity to which this Prospectus relates is available only to, and will be
engaged in only with, persons (i) having professional experience in matters relating to investments who
fall within the definition of "investment professionals" in Article 19(5) of the Financial Promotion Order;
or (ii) who are high net worth companies falling within Article 49(2)(a) to (d) of the Financial Promotion
Order, or other persons to whom it may otherwise be lawfully communicated (all such persons together
being referred to as "relevant persons"). The Notes are only available to, and any invitation, offer or
agreement to subscribe, purchase or otherwise acquire such Notes will be engaged in only with,
relevant persons. Persons who are not relevant persons should not take any action on the basis of this
Prospectus and should not act or rely on it.
The Prospectus may only be communicated in France to qualified investors as defined in Article 2(e) of
the Prospectus Regulation and in accordance with Articles L.411-1 and L.411-2 of the French Monetary
and Financial Code (Code monétaire et financier), as amended from time to time, and any other
applicable French law or regulation.
This Prospectus has been prepared on the basis that any offer of the Notes in any member State of the
European Economic Area (each, a "Member State") will be made pursuant to an exemption under the
Prospectus Regulation from the requirement to publish a prospectus for offers of the Notes. Accordingly,
any person making or intending to make an offer in that Member State of the Notes may only do so in
circumstances in which no obligation arises for the Issuer or any Initial Purchaser to publish a
prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to
Article 23 of the Prospectus Regulation, in each case, in relation to such offer neither the Issuer nor any
Initial Purchaser have authorized, nor do they authorize, the making of any offer of the Notes in
circumstances in which an obligation arises for the Issuer or any Initial Purchaser to publish or
supplement a prospectus for such offer.
vii

Document Outline

#7">Prohibition of sales to UK retail investors
#7">The 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 (UKŽ). For these purposes, a retail investor means a person who is ...
#12">RISK FACTORS
- #13">1. Credit risk, counterparty risk and securitization risk in the banking book
- #13">1.1. A substantial increase in new provisions or a shortfall in the level of previously recorded provisions exposed to credit risk and counterparty risk could adversely affect the BNP Paribas Groups results of operations and financial condition.
- #14">1.2. The soundness and conduct of other financial institutions and market participants could adversely affect the BNP Paribas Group
- #15">2. Operational risk
- #15">2.1. The BNP Paribas Groups risk management policies, procedures and methods may leave it exposed to unidentified or unanticipated risks, which could lead to material losses.
- #16">2.2. An interruption in or a breach of the BNP Paribas Groups information systems may cause substantial losses of client or customer information, damage to the BNP Paribas Groups reputation and result in financial losses.
- #17">2.3. Reputational risk could weigh on the BNP Paribas Groups financial strength and diminish the confidence of clients and counterparties in it.
- #17">3. Market risk
- #18">3.1. The BNP Paribas Group may incur significant losses on its trading and investment activities due to market fluctuations and volatility.
- #18">3.2. The BNP Paribas Group may generate lower revenues from commission and fee-based businesses during market downturns and declines in activity.
- #19">
- #19">4. Liquidity and funding risk
- #19">4.1. The BNP Paribas Groups access to and cost of funding could be adversely affected by a resurgence of financial crises, worsening economic conditions, rating downgrades, increases in sovereign credit spreads or other factors.
- #20">4.2. Protracted market declines can reduce the BNP Paribas Groups liquidity, making it harder to sell assets and possibly leading to material losses. Accordingly, the BNP Paribas Group must ensure that its assets and liabilities properly match in ord...
- #20">4.3. Any downgrade of the Groups credit ratings could weigh heavily on the profitability of the Group.
- #21">5. Risks related to the macroeconomic and market environment
- #21">5.1. Adverse economic and financial conditions have in the past had and may in the future have an impact on the BNP Paribas Group and the markets in which it operates.
- #22">5.2. Significant interest rate changes, and in particular the recent rapid rise in interest rates following a prolonged period of low interest rates, could adversely affect the BNP Paribas Groups results of operations and financial condition.
- #23">5.3. Given the global scope of its activities, the BNP Paribas Group is exposed to country risk and to changes in the political, macroeconomic or financial contexts of a region or country.
- #24">6. Regulatory risks
- #24">6.1. Laws and regulations adopted in recent years, as well as current and future legislative and regulatory developments, may significantly impact the BNP Paribas Group and the financial and economic environment in which it operates.
- #26">6.2. The BNP Paribas Group may incur substantial fines and other administrative and criminal penalties for non-compliance with applicable laws and regulations, and may also incur losses in related (or unrelated) litigation with private parties.
- #27">6.3. The BNP Paribas Group could experience an unfavorable change in circumstances, causing it to become subject to a resolution proceeding or a restructuring outside of resolution: BNP Paribas Group security holders could suffer losses as a result.
- #28">7. Risks related to the BNP Paribas Groups growth in its current environment
- #28">7.1. Should the BNP Paribas Group fail to implement its strategic objectives or to achieve its published financial objectives, or should its results not follow stated expected trends, the trading price of its securities could be adversely affected.
- #28">7.2. The BNP Paribas Group may experience difficulties integrating businesses following acquisition transactions and may be unable to realize the benefits expected from such transactions.
- #29">7.3. The BNP Paribas Groups current environment may be affected by the intense competition amongst banking and non-banking operators, which could adversely affect the BNP Paribas Groups revenues and profitability.
- #29">7.4. The BNP Paribas Group could experience business disruption and losses due to risks related to environmental, social and governance (ESGŽ) issues, particularly relating to climate change, such as transition risks, physical risks or liability risks.
- #30">7.5. Changes in certain holdings in credit or financial institutions could have an impact on the BNP Paribas Groups financial position.
- #32">1. Risks relating to the structure of the Notes
- #32">1.1. The Notes will by their terms be converted into Ordinary Shares following the occurrence of a Trigger Event which could cause Noteholders to lose all or part of the value of their investment in the Notes.
- #32">1.2. The principal amount of the Notes may (as a matter of law and/or contract) be subject to a write-down (including to zero), variation, suspension or conversion to equity, either in the context of, or outside of, a resolution procedure applicable t...
- #34">1.3. Holders of deeply subordinated notes (such as the Notes) generally face an enhanced performance risk compared to holders of notes that rank senior to them as well as an enhanced risk of loss in the event of the Issuer's insolvency.
- #35">1.4. The Issuer may cancel all or some of the interest payments at its discretion for any reason or be required to cancel all or some of such interest payments in certain cases.
- #37">1.5. The Issuers Common Equity Tier 1 capital ratio and the Maximum Distributable Amount will be affected by a number of factors, any of which may be outside the Issuers control, as well as by its business decisions and, in making such decisions, th...
- #37">1.6. Delivery of the Conversion Shares to the Conversion Shares Depository shall constitute a complete, irrevocable and automatic release of all of the Issuers obligations in respect of the Notes.
- #38">1.7. Following Conversion, the Notes will remain in existence until the applicable Final Cancellation Date for the sole purpose of evidencing the Noteholders right to receive Conversion Shares or, if the Noteholder elects, ADRs from the Conversion Sh...
- #39">1.8. Noteholders will have to submit a Conversion Shares Settlement Notice in order to receive delivery of the Conversion Shares or Alternative Consideration, or, if the holder elects, ADRs.
- #39">1.9. Prior to receipt of the Conversion Shares, Noteholders will not be entitled to any rights with respect to the Conversion Shares, but will be subject to all changes made with respect to the Conversion Shares.
- #39">1.10. As a result of their receiving Conversion Shares or, if the Noteholder elects, ADRs upon a Trigger Event, and while the Conversion Ratio depends on the applicable market price at the time of conversion, it is capped by the Maximum Conversion Rat...
- #40">1.11. Noteholders will be responsible for any taxes upon Conversion or thereafter.
- #40">1.12. Noteholders have limited anti-dilution protection and do not have anti-dilution protection in all circumstances.
- #41">1.13. Noteholders may, pursuant to laws and regulations applicable in France, be obliged to make a take-over bid following a Trigger Event, be subject to disclosure obligations and/or need approval from the competent authority, if they take delivery o...
- #42">1.14. The Notes are perpetual obligations in respect of which there is no fixed redemption date.
- #42">1.15. There are no events of default under the Notes.
- #42">1.16. The Notes may be subject to substitution and modification without Noteholder consent.
- #43">1.17. The Conditions of the Notes contain no negative pledge or covenants and the Issuer is not prohibited from issuing further debt, which may rank pari passu with or senior to the Notes.
- #43">1.18. The Conditions include a waiver of set-off rights.
- #44">1.19. The Notes may be redeemed at the Issuers option on each Reset Date, upon the occurrence of a Tax Event or Capital Event, or if 25% or less of the principal amount of the Notes remains outstanding.
- #44">1.20. The Issuer will not be required to redeem the Notes if it is prohibited by French law from paying additional amounts.
- #45">1.21. Potential conflicts of interests.
- #45">1.22. Noteholders returns may be limited or delayed by the insolvency of the Issuer under French Insolvency Law.
- #45">1.23. Transactions on the Notes could be subject to a future European financial transaction tax (the EFTTŽ).
- #46">2. Risks related to the trading markets and the rating of the Notes
- #46">2.1. The trading price of the Notes may be volatile and may be adversely affected by many events affecting the markets perception of the Issuers creditworthiness and the risk profile of the Notes and of AT1 securities generally.
- #47">2.2. There will be no prior market for the Notes.
- #47">2.3. Exchange rate risks and exchange controls.
- #47">2.4. The interest rate on the Notes will reset on each relevant Reset Date, which may affect the market value of the Notes.
- #48">3. Risks related to investors located or tax resident in the United States
- #48">3.1. Investors located in the United States may encounter difficulties in enforcing their rights under the U.S. securities laws.
- #48">3.2. The U.S. federal income tax treatment of the Conversion is uncertain.
#49">PERSON RESPONSIBLE FOR THE INFORMATION CONTAINED IN THE PROSPECTUS
#50">LIMITATIONS ON ENFORCEMENT OF CIVIL LIABILITIES
#51">FORWARD-LOOKING STATEMENTS
#52">CERTAIN TERMS USED IN THIS PROSPECTUS
#53">DOCUMENTS INCORPORATED BY REFERENCE
#59">PRESENTATION OF FINANCIAL INFORMATION
#60">OVERVIEW
#62">THE OFFERING
#63">
#63">
#63">
#63">
#73">SELECTED FINANCIAL INFORMATION
#77">TABLE OF CAPITALIZATION AND MEDIUM-TO-LONG TERM INDEBTEDNESS OVER ONE YEAR
#80">USE OF PROCEEDS
#81">RECENT DEVELOPMENTS
#84">Government Supervision and Regulation of Credit Institutions in France
- #93">BRRD and SRMR
- #93">Exercise of resolution powers including bail-in of capital instruments and eligible liabilities
#96">REGULATORY CAPITAL RATIOS
#100">TERMS AND CONDITIONS OF THE NOTES
- #100">1. Introduction
  - #100">1.1 Notes: The US$1,500,000,000 Perpetual Fixed Rate Resettable Additional Tier 1 Contingent Convertible Notes (the NotesŽ, which expression shall in these Conditions, unless the context otherwise requires, include any further notes issued pursuant t...
  - #100">1.2 Agency Agreement: The Notes will be issued on the terms set out in these terms and conditions (the ConditionsŽ) under an agency agreement to be dated as of August 14, 2023 (the Agency AgreementŽ) between the Issuer and The Bank of New York Mello...
  - #100">1.3 Conversion Calculation Agency Agreement: The Issuer will also enter into a conversion calculation agency agreement (the Conversion Calculation Agency AgreementŽ) dated August 14, 2023 with Conv-Ex Advisors Limited (the Conversion Calculation Age...
- #100">2. Interpretation
  - #100">2.1 Definitions: In these Conditions the following expressions have the following meanings:
    - #101">(i) the yield for U.S. Treasury Securities at constant maturityŽ for a designated maturity of five years, as published in the H.15 under the caption Treasury constant maturities (Nominal)Ž, as that yield is displayed, for the Reset Rate of Interest ...
    - #101">(ii) if the yield referred to in (i) above is not published by 4:15 p.m. (New York City time) on the Screen Page on the Reset Rate of Interest Determination Date in relation to such Reset Interest Period, the yield for U.S. Treasury Securities at con...
    - #101">(iii) if the yield referred to in (ii) above is not published by 4:30 p.m. (New York City time) on the Reset Rate of Interest Determination Date in relation to such Reset Interest Period, the Reset Reference Dealer Rate on such Reset Rate of Interest ...
    - #101">(iv) if fewer than three (3) Reference Dealers selected by the Issuer provide bid prices to the Issuer (for forwarding to the Interest Calculation Agent) for the purposes of determining the Reset Reference Dealer Rate referred to in (iii) above as des...
    - #101">(i) contain terms which at such time comply with the then current requirements of the Relevant Regulator in relation to Additional Tier 1 Capital (which, for the avoidance of doubt, may result in such securities not including, or restricting for a per...
    - #101">(ii) carry the same rate of interest, including for the avoidance of doubt any rate of interest reset provisions, from time to time applying to the Notes prior to the relevant substitution or variation pursuant to Condition 7.5 (Substitution/Variation);
    - #102">(iii) have the same principal amount as the Notes prior to substitution or variation pursuant to Condition 7.5 (Substitution/Variation);
    - #102">(iv) rank pari passu with the Notes prior to the substitution or variation pursuant to Condition 7.5 (Substitution/Variation);
    - #102">(v) provide for conversion terms not less favorable to the interests of the Noteholders than those applicable to the Notes prior to the substitution or variation pursuant to Condition 7.5 (Substitution/Variation);
    - #102">(vi) shall not at such time be subject to a Special Event;
    - #102">(vii) have terms not otherwise materially less favorable to the interests of the Noteholders than the terms of the Notes, as reasonably determined by the Issuer, and provided that the Issuer shall have delivered an officers certificate to that effect...
    - #102">(viii) if (i) the Notes were listed and/or admitted to trading on a Regulated Market immediately prior to the relevant substitution or variation, are listed and/or admitted to trading on a Regulated Market or (ii) if the Notes were listed and/or admit...
    - #103">
      - #103">a) (in the case of a Dividend) reduced by an amount equal to the Dividend Amount of such Dividend (or, if such Dividend Amount is not capable of being determined in accordance with the definition thereof on or before the Conversion Notice Date, the am...
      - #103">
    - #103">(ii) if any such Trading Day falls on or after the first (1st) Trading Day on which the Ordinary Shares are traded ex- any Dividend (or any other entitlement in respect of the Ordinary Shares) which the Conversion Shares rank for, then the Volume Weig...
      - #103">a) (in the case of a Dividend) increased by an amount equal to the Dividend Amount of such Dividend (or, if such Dividend Amount is not capable of being determined in accordance with the definition thereof on or before the Conversion Notice Date, the ...
      - #104">b) (in the case of any other entitlement) increased by an amount equal to the fair market value of such other entitlement as determined by an Independent Financial Adviser no later than the Conversion Notice Date,
    - #104">provided that if the Current Market Price of an Ordinary Share cannot be determined as provided above, the Current Market Price of an Ordinary Share shall be deemed to be not capable of being determined for the purposes of these Conditions;
    - #107">(i) in the case of each Interest Period falling in the Initial Period, the Initial Rate of Interest; or
    - #107">(ii) in the case of each Interest Period falling in a Reset Interest Period, the relevant Reset Rate of Interest,
    - #107">Record DateŽ means (i) the date on which the ownership of the Ordinary Shares is established so as to determine which Shareholders are the beneficiaries of a given transaction or may take part in a transaction and, in particular, to which Shareholder...
  - #110">2.2 Interpretation: In these Conditions:
    - #110">(i) any reference to principal shall be deemed to include the principal amount, any additional amounts in respect of principal which may be payable under Condition 9 (Taxation) and any other amount in the nature of principal payable pursuant to these ...
    - #110">(ii) any reference to interest shall be deemed to include any additional amounts in respect of interest which may be payable under Condition 9 (Taxation) and any other amount in the nature of interest payable pursuant to these Conditions;
    - #110">(iii) references to Notes being outstandingŽ shall be construed in accordance with the definition thereof set out in the Agency Agreement; and
    - #110">(iv) any reference to a numbered ConditionŽ shall be to the relevant condition in these Conditions.
- #110">3. Form, Denomination and Title
  - #110">3.1 Form of Notes and denomination: The Notes are issued in fully registered form and subscribed and may be held in minimum denominations of US$200,000 and integral multiples of US$1,000 in excess thereof and are represented by one or more Global Note...
  - #110">3.2 Title: Title to the Notes passes only by registration in the Security Register. For so long as any of the Notes are represented by one or more Global Notes, each person who is for the time being shown in the records of the relevant clearing system...
- #110">4. Status of the Notes
  - #111">4.1 Ranking of Qualifying Notes: Subject as provided in Condition 4.2 (Ranking of Notes Disqualified as Own Funds) and Condition 4.3 (Ranking of Notes Disqualified as AT1 but Qualified as Tier 2) below, the obligations of the Issuer in respect of prin...
  - #111">4.2 Ranking of Notes Disqualified as Own Funds: Subject as provided in Condition 4.3 (Ranking of Notes Disqualified as AT1 but Qualified as Tier 2) below, should the Notes be Notes Disqualified as Own Funds, they will no longer constitute Deeply Subor...
  - #112">4.3 Ranking of Notes Disqualified as AT1 but Qualified as Tier 2: Should the Notes be Notes Disqualified as AT1 but Qualified as Tier 2, they will no longer constitute Deeply Subordinated Obligations and will become Eligible Subordinated Obligations a...
  - #112">4.4 Ranking on or after a Trigger Event: Subject as provided in Condition 4.2 (Ranking of Notes Disqualified as Own Funds) and Condition 4.3 (Ranking of Notes Disqualified as AT1 but Qualified as Tier 2) above, if at any time on or after the date on w...
- #112">5. Interest
  - #112">5.1 Interest rate: The Notes shall bear interest on their principal amount at the applicable Rate of Interest from (and including) the Issue Date. Interest shall be payable semi-annually in arrears on each Interest Payment Date commencing on February ...
  - #112">5.2 Interest to (but excluding) the First Call Date: The rate of interest for each Interest Period falling in the Initial Period will be the Initial Rate of Interest. The amount of interest per Calculation Amount payable on each Interest Payment Date ...
  - #112">5.3 Interest from (and including) the First Call Date: The rate of interest for each Interest Period falling in the Reset Interest Period will be equal to the Reset Rate of Interest, as determined by the Interest Calculation Agent.
  - #113">5.4 Accrual of interest: Each Note will cease to bear interest from the due date for redemption unless, upon due presentation, payment of the principal amount is improperly withheld or refused, in which case it will continue to bear interest in accord...
    - #113">(i) the day on which all sums due in respect of such Note up to that day are received by or on behalf of the relevant Noteholder; and
    - #113">(ii) the day which is seven (7) calendar days after the Fiscal Agent has notified the Noteholders in accordance with Condition 16 (Notices) that it has received all sums due in respect of the Notes up to such seventh (7th) calendar day (except to the ...
  - #113">5.5 Determination of Reset Rate of Interest: The Interest Calculation Agent will, as soon as practicable after 11:00 a.m. (New York City time) on each Reset Rate of Interest Determination Date, calculate the Reset Rate of Interest for such Reset Inter...
  - #113">5.6 Publication of Reset Rate of Interest: The Interest Calculation Agent will cause the Reset Rate of Interest determined by it to be notified to the Fiscal Agent (if not the Interest Calculation Agent) as soon as practicable after such determination...
  - #113">5.7 Calculation of amount of interest per Calculation Amount: The amount of interest payable in respect of the Calculation Amount for any period shall be calculated by:
    - #113">(i) applying the applicable Rate of Interest to the Calculation Amount;
    - #113">(ii) multiplying the product thereof by the relevant Day Count Fraction; and
    - #113">(iii) rounding the resulting figure to the nearest cent (half a cent being rounded upwards).
  - #113">5.8 Notifications etc.: All notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained for the purposes of this Condition 5 (Interest) by the Interest Calculation Agent will (in the...
  - #113">5.9 Cancellation of Interest Amounts:
    - #113">(i) Optional cancellation
    - #113">(ii) Mandatory cancellation
    - #114">(iii) Notice of cancellation of Interest Amounts
- #114">6. Conversion
  - #114">6.1 Conversion upon Trigger Event:
    - #114">
    - #114">(ii) Immediately following the occurrence of a Trigger Event, the Issuer shall inform the Relevant Regulator, and the Fiscal Agent thereof including by delivery to the Fiscal Agent of a certificate signed by its Chief Executive Officer (Directeur Géné...
    - #114">(iii) As soon as practicable thereafter and, in any event, within such period as the Relevant Regulator may require, the Issuer shall deliver to the Fiscal Agent and cause to be delivered to Noteholders, a Conversion Notice, as described under Conditi...
    - #115">(iv) The irrevocable and automatic discharge of all of the Issuers obligations to the Noteholders under the Notes will occur upon the Conversion.
    - #115">(v) Conversion of the Notes shall not constitute a default in respect of the Notes or a breach of the Issuers obligations or duties or a failure to perform by the Issuer in any manner whatsoever, and shall not entitle Noteholders to petition for the ...
    - #115">(vi) The Issuers calculation of its Group CET1 Ratio, as well as any certificate delivered to the Fiscal Agent stating that a Trigger Event has occurred, shall be binding on the Noteholders.
    - #115">(vii) The Notes are not convertible into Conversion Shares at the option of the Noteholders at any time.
  - #115">6.2 Conversion Shares and Conversion Ratio:
    - #115">
    - #115">
      - #115">(1) if the Current Market Price of an Ordinary Share is capable of being determined in accordance with the definition thereof, the lower of (i) the result (rounded to the nearest integral multiple of 0.0001 Ordinary Share (with 0.00005 being rounded u...
      - #115">(2) if the Current Market Price is not capable of being determined as per paragraph (1), the Maximum Conversion Ratio in effect on the Conversion Notice Date.
    - #115">
    - #115">(iv) If (a) any Dividend (or any other entitlement in respect of the Ordinary Shares) is declared or announced after the Conversion Notice Date, (b) the Conversion Shares do not rank for such Dividend (or other entitlement) and (c) either (i) such Div...
      - #116">(1) the Conversion Ratio shall be recalculated in accordance with the definition thereof as soon as practicable assuming for this purpose that (a) (only where an adjustment is required to be made to the Maximum Conversion Ratio as aforesaid) the Maxim...
      - #116">a) (in the case of a Dividend) reduced by an amount equal to the Dividend Amount of such Dividend; or
      - #116">
      - #116">
      - #116">(2) the Issuer shall give notice to the Noteholders in accordance with Condition 16 (Notices) of the Conversion Ratio so recalculated (whether or not such Conversion Ratio is different from the Conversion Ratio originally specified in the Conversion N...
    - #116">(v) The Ordinary Shares delivered following a Conversion shall be fully paid and non-assessable and shall in all respects rank pari passu with the fully paid Ordinary Shares in issue on the Conversion Date, except in any such case for any right exclud...
  - #116">6.3 Conversion Procedure:
    - #116">(i) As noted in Condition 6.1 (Conversion upon Trigger Event) above, as soon as practicable following the occurrence of a Trigger Event and, in any event, within such period as the Relevant Regulator may require, the Issuer shall deliver a written not...
    - #116">A Conversion NoticeŽ means a written notice requesting that Noteholders complete a Conversion Shares Settlement Notice (in the form attached thereto) and specifying the following information:
    - #116">(A) that a Trigger Event has occurred;
    - #117">
    - #117">(C) the Conversion Date ;
    - #117">(D) the date on which the Issuer expects DTC to suspend all clearance and settlement of transactions on the Notes in accordance with its rules and procedures (the Suspension DateŽ);
    - #117">
    - #117">
    - #117">(G) a date (which shall be a Business Day), at least twenty (20) Business Days following the Suspension Date (the Notice Cut-Off DateŽ), on or prior to which Noteholders must deliver a completed Conversion Shares Settlement Notice to the Conversion S...
    - #117">(H) the date on which the Notes for which no Conversion Shares Settlement Notice has been received by the Conversion Shares Depository (or another relevant recipient, as applicable) on or before the Final Notice Cut-Off Date shall be cancelled (subjec...
    - #117">(I) that the Notes shall remain in existence thereafter for the sole purpose of evidencing the Noteholders right to receive Conversion Shares or Alternative Consideration, as applicable, from the Conversion Shares Depository (or another relevant reci...
    - #117">Following receipt of the Conversion Notice from the Issuer, the Fiscal Agent shall promptly deliver the Conversion Notice to DTC.
    - #117">The date on which the Conversion Notice shall be deemed to have been given (the Conversion Notice DateŽ) shall be the date on which it is delivered by the Issuer to DTC (via the Fiscal Agent) or, if the Notes are held in definitive form, to the Fisca...
    - #117">Promptly following its receipt of the Conversion Notice, pursuant to DTCs procedures currently in effect, DTC will post the Conversion Notice to its Reorganization Inquiry for Participants System,Ž and within two (2) Business Days of its receipt of ...
    - #117">(ii) As soon as practicable following the occurrence of a Trigger Event, the Issuer shall appoint a reputable financial institution, trust company, depositary entity, nominee entity or similar entity (other than the Fiscal Agent) that is wholly indepe...
    - #118">(iii) The Conversion Shares shall initially be delivered to the Conversion Shares Depository (or another relevant recipient, as applicable) and each Noteholder agrees that the Issuer will, and shall be deemed to have irrevocably directed the Issuer to...
    - #118">(iv) Upon a Conversion, all of the Issuers obligations to the Noteholders shall be irrevocably and automatically discharged by the Issuers delivery of the Conversion Shares to the Conversion Shares Depository (or another relevant recipient, as appli...
    - #118">(v) Provided that the Issuer delivers the Conversion Shares to the Conversion Shares Depository (or another relevant recipient, as applicable) in accordance with these Conditions as described herein, with effect from the Conversion Date, Noteholders s...
    - #118">(vi) The Conversion Shares Depository (or another relevant recipient, as applicable) shall hold the Conversion Shares for the Noteholders, who shall be entitled to direct the Conversion Shares Depository (or another relevant recipient, as applicable) ...
    - #118">(vii) Following the issuance of the Conversion Shares to the Conversion Shares Depository (or another relevant recipient, as applicable) on the Conversion Date, the Notes shall evidence solely the Noteholders right to receive Conversion Shares or Alt...
    - #118">(viii) The procedures set forth in this Condition 6 are subject to change, without the consent of the Noteholders, to reflect changes in clearing system practices or in the practices relating to the Notes in definitive form.
  - #118">6.4 Settlement Procedure:
  - #118">Delivery of the Conversion Shares (or Alternative Consideration, as described below) to the Noteholders shall be made in accordance with the following procedures. The procedures set forth in this Condition 6.4 are subject to change to reflect changes ...
    - #119">(i) It is expected that the Conversion Shares shall be delivered to Noteholders in uncertificated (i.e., dematerialized) bearer form (titres au porteur dématérialisés), through Euroclear France, or, if the Conversion Shares are not a participating sec...
    - #119">(ii) On the Suspension Date, DTC shall suspend all clearance and settlement of transactions in the Notes. As a result, Noteholders will not be able to settle the transfer of any Notes following the Suspension Date, and any sale or other transfer of th...
    - #119">
    - #119">(A) the name and address of the Noteholder;
    - #119">(B) the principal amount of the book-entry interests in the Notes held by such Noteholder on the date of such notice;
    - #119">(C) the name to be entered in the Issuers share register (if the Conversion Shares are to be delivered in registered form);
    - #119">(D) whether Conversion Shares are to be delivered to the holder or whether Conversion Shares are to be deposited on behalf of the holder into the Issuers ADR facility against delivery of ADRs;
    - #119">(E) the details of the Euroclear France or other clearing system account or if Conversion Shares are to be deposited on behalf of the holder into the Issuers ADR facility against delivery of ADRs, details of the registered account of the holder in th...
    - #119">(F) such other details as may be required by the Conversion Shares Depository (or another relevant recipient, as applicable) (including a representation that the relevant Noteholder is entitled to take delivery of the Conversion Shares and has obtaine...
    - #119">If the Notes are held in definitive form, no Conversion Shares Settlement Notice shall be valid unless accompanied by delivery of the relevant Notes, duly endorsed to the Conversion Shares Depository (or another relevant recipient, as applicable).
    - #119">(iv) In order to obtain delivery of the relevant Conversion Shares or ADRs, a Noteholder must deliver its Conversion Shares Settlement Notice to the Conversion Shares Depository (or another relevant recipient, as applicable) on or before the Notice Cu...
    - #120">(v) Except as provided herein and provided the Conversion Shares Settlement Notice and the relevant Notes, if applicable, are delivered on or before the Notice Cut-Off Date (or, in the circumstances set out in paragraph (viii) below, the Final Notice ...
    - #120">(vi) If the Notes are held through DTC, the Conversion Shares Settlement Notice must be given in accordance with the applicable procedures of DTC (which may include the notice being given to the Conversion Shares Depository (or another relevant recipi...
    - #120">(vii) The Notes shall be cancelled on the applicable Cancellation Date.
    - #120">(viii) Failure to properly complete and deliver a Conversion Shares Settlement Notice and the relevant Notes, if applicable, may result in such notice being treated by the Conversion Shares Depository (or another relevant recipient, as applicable) as ...
    - #120">(ix) If any Noteholder fails to deliver a valid Conversion Shares Settlement Notice and the relevant Notes, if applicable, on or prior to the Notice Cut-Off Date (an "Affected Noteholder"), the relevant Conversion Shares delivered to the Conversion Sh...
    - #120">(x) Any Noteholder delivering a Conversion Shares Settlement Notice on or after such Final Cancellation Date shall have to provide evidence of its entitlement to the relevant Conversion Shares or Alternative Consideration satisfactory to the Conversio...
    - #121">(xi) Following the issuance of the Conversion Shares to the Conversion Shares Depository (or another relevant recipient, as applicable) on the Conversion Date, the Notes shall evidence solely the Noteholders right to receive Conversion Shares or Alte...
    - #121">(xii) Neither the Issuer, nor any member of the BNP Paribas Group shall be liable for any taxes or capital, stamp, issue and registration or transfer taxes or duties arising on Conversion or that may arise or be paid as a consequence of the issue and ...
  - #121">6.5 Delivery of ADRs: In respect of Conversion Shares which a holder elects to be delivered in the form of ADRs as specified in its Conversion Shares Settlement Notice, the Conversion Shares Depository (or another relevant recipient, as applicable) sh...
  - #121">6.6 Adjustments to the Maximum Conversion Ratio:
    - #121">
    - #121">For the avoidance of doubt, in case of occurrence of an event or circumstance for which mandatory provisions of French law (as may be applicable from time to time) protecting the rights of holders of securities giving access to capital would apply, it...
    - #122">(a) In accordance with the provisions of article L.228-98 of the French Code de commerce:
      - #122">(1) the Issuer may change its form or corporate purpose without requesting the approval of the meeting of Noteholders or other Noteholders general meeting;
      - #122">(2) the Issuer may, without requesting the approval of the meeting of Noteholders or other Noteholders general meeting, redeem its share capital, or change its profit distribution and/or issue preferred shares provided that, as long as any Notes are ...
      - #122">(3) in the event of a reduction of the Issuers share capital resulting from losses and realized through a decrease of the par value or of the number of Ordinary Shares comprising its share capital, which the Issuer may carry out as from the Issue Dat...
      - #122">(b) In the event that the Issuer is merged into another company (absorption) or is merged with one or more companies forming a new company (fusion) or carries out a spin-off (scission) within the meaning of article L. 228-101 of the French Code de com...
      - #122">The merging company (or, in the case of multiple beneficiary companies of a spin-off, such company or companies as is or are determined to be appropriate by an Independent Financial Adviser) will automatically be substituted for the Issuer for the pur...
    - #122">(ii) In the event that the Issuer carries out transactions in respect of which no adjustment to the Maximum Conversion Ratio (or otherwise) is required to be made pursuant to this Condition 6.6 (Adjustments to the Maximum Conversion Ratio), and where ...
    - #122">For the avoidance of any doubt, subject to the provisions of the immediately preceding paragraph, no adjustment shall be made to the Maximum Conversion Ratio in respect of:
      - #122">(1) any issuance of Ordinary Shares (or other securities) for cash or non-cash consideration which is carried out by the Issuer without preferential subscription rights for the Shareholders (droits préférentiels de souscription) (or equivalent rights)...
      - #122">(2) the distribution to the Shareholders of any Non-Adjustable Dividend.
    - #123">(iii) Specific provisions: in accordance with the provisions of article L.228-98 of the French Code de commerce:
      - #123">(1) the Issuer may change its form or corporate purpose without requesting the approval of the Noteholders general meeting;
      - #123">(2) the Issuer may, without requesting the approval of the Noteholders general meeting, redeem its share capital, or change its profit distribution and/or issue preferred shares provided that, as long as any Notes are outstanding, it takes the necess...
      - #123">(3) in the event of a reduction of the Issuers share capital resulting from losses and realized through a decrease of the par value or of the number of Ordinary Shares comprising its share capital, which the Issuer may carry out as from the Issue Dat...
      - #123">
      - #123">The Maximum Conversion Ratio so adjusted will be rounded to the nearest integral multiple of 0.0001 Ordinary Share (with 0.00005 being rounded up). Any subsequent adjustments will be carried out based on the Maximum Conversion Ratio so adjusted and ro...
      - #123">In accordance with articles L. 228-99 and R. 228-92 of the French Code de commerce, if the Issuer decides to issue, in any form whatsoever, new Ordinary Shares or securities giving access to the share capital with a preferential subscription right res...
    - #123">(iv) Adjustments to the Maximum Conversion Ratio in the event of financial transactions of the Issuer: Following any of the following transactions:
      - #123">(1) financial transactions with listed preferential subscription rights granted to the Shareholders or by free allocation to the Shareholders of listed subscription warrants;
      - #123">(2) free allocation of Ordinary Shares to the Shareholders, share split or reverse share split;
      - #123">(3) incorporation into the share capital of reserves, profits or premiums by an increase in the par value of the Ordinary Shares;
      - #123">(4) distribution to the Shareholders of reserves or premiums, in cash or in kind;
      - #123">(5) free allocation to the Shareholders of any securities other than Ordinary Shares;
      - #123">(6) merger (absorption or fusion) or spin-off (scission);
      - #123">(7) repurchase by the Issuer of its own Ordinary Shares at a price higher than the market price;
      - #124">(8) redemption of share capital;
      - #124">(9) change in profit distribution and/or creation of preferred shares; and
      - #124">(10) distribution of a Surplus Qualifying Dividend,
    - #124">the Record Date of which occurs on or after the Issue Date and before the Conversion Date, an adjustment to the Maximum Conversion Ratio (if applicable) will be made in accordance with the provisions set forth below.
    - #124">Such adjustment will be carried out so that, the value of the Ordinary Shares that would have been delivered upon Conversion and applying the exercise of the Maximum Conversion Ratio immediately before the completion of any of the transactions mention...
    - #124">
    - #124">
    - #124">In the event that the Issuer carries out a transaction likely to be subject to several adjustments, the transaction will be split between the relevant adjustments with the legal adjustments applied by priority.
      - #124">
      - #124">
      - #125">
      - #125">
      - #126">
      - #127">
      - #127">
      - #128">
    - #128">(i) any other Ex-Date (x) (where such Ex-Date is pursuant to limb (a) of the definition thereof) falls on or prior to the Ex-Date of such Surplus Qualifying Dividend or (y) (where such Ex-Date is pursuant to limb (b) of the definition thereof) falls p...
    - #128">(ii) any of such three (3) consecutive Trading Days as aforesaid falls prior to such other Ex-Date,
    - #130">(v) Notification of adjustments: Promptly after the determination of any adjustment to the Maximum Conversion Ratio, the Issuer will give notice thereof to the Noteholders in accordance with Condition 16 (Notices). Such notice shall in any case indica...
- #130">7. Redemption and Purchase
  - #130">7.1 No fixed redemption: The Notes are perpetual obligations in respect of which there is no fixed redemption date.
  - #130">7.2 Optional Redemption from the First Call Date: The Issuer may (at its option but subject to Condition 7.8 (Conditions to Redemption and Purchase) below), subject to having given no less than thirty (30) nor more than forty-five (45) calendar days ...
  - #130">7.3 Optional Redemption upon the occurrence of a Capital Event: Upon the occurrence of a Capital Event, the Issuer may (at its option but subject to Condition 7.8 (Conditions to Redemption and Purchase) below) at any time subject to having given no le...
  - #130">7.4 Optional Redemption upon the occurrence of a Tax Event:
    - #130">(i) If by reason of a change in, or in the official interpretation or administration of, any laws or regulations of France or any political subdivision or any authority thereof or therein having power to tax becoming effective on or after the Issue Da...
    - #130">(ii) If the Issuer would, on the next payment of interest in respect of the Notes, be prevented by French law from making payment to the Noteholders of the full amount then due and payable (including any additional amounts which would be payable pursu...
    - #131">(iii) If by reason of any change in the French laws or regulations, or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations becoming ...
  - #131">7.5 Substitution/Variation: Following the occurrence of a Special Event, the Issuer may, at any time, without the consent of the Noteholders and subject to (i) the prior permission of the Relevant Regulator, if required, and (ii) having given no less ...
  - #131">7.6 Purchase: The Issuer may, but is not obliged to, subject to Condition 7.8 (Conditions to Redemption and Purchase) below, purchase Notes at any price in the open market or otherwise at any price in accordance with applicable laws and regulations. A...
  - #131">7.7 Cancellation: All Notes which are redeemed or purchased by the Issuer to be cancelled will forthwith be cancelled and accordingly may not be re-issued or resold.
  - #131">7.8 Conditions to Redemption and Purchase: The Notes may only be redeemed or purchased if the Relevant Regulator has given its prior written permission to such redemption or purchase (as applicable) and the other conditions required by Articles 77 and...
    - #131">(i) As at the Issue Date, the following conditions are required by Articles 77 and 78 of the CRR:
      - #132">(1) on or before such redemption or purchase (as applicable) of the Notes, the Issuer replaces the Notes with capital instruments of an equal or higher quality on terms that are sustainable for its income capacity; or
      - #132">(2) the Issuer has demonstrated to the satisfaction of the Relevant Regulator that its own funds and eligible liabilities would, following such purchase or redemption (as applicable), exceed the requirements laid down in the CRD and the BRRD by a marg...
    - #132">(ii) in the case of redemption before the fifth anniversary of the Issue Date, if:
      - #132">(1) the conditions listed in paragraphs (1) or (2) above are met; and
      - #132">(2) (A) in the case of redemption due to the occurrence of a Capital Event, (x) the Relevant Regulator considers such change to be sufficiently certain and (y) the Issuer demonstrates to the satisfaction of the Relevant Regulator that the Capital Even...
      - #132">(B) in the case of redemption due to the occurrence of a Tax Event, the Issuer demonstrates to the satisfaction of the Relevant Regulator that such Tax Event is material and was not reasonably foreseeable at the time of issuance of the Notes and the I...
      - #132">(C) the Issuer replaces the Notes with own funds instruments of equal or higher quality at terms that are sustainable for the income capacity of the Issuer and the Relevant Regulator has permitted that action based on the determination that it would b...
      - #132">(D) the Notes are repurchased for market making purposes.
  - #132">7.9 Determination of Trigger Event supersedes notice of redemption: If the Issuer has given a notice of redemption of the Notes pursuant to Condition 7.2 (Optional Redemption from the First Call Date), Condition 7.3 (Optional Redemption upon the occur...
- #132">8. Payments
  - #132">8.1 Principal: Payment of the principal on the Notes will be made to the registered Holders thereof at the office of the Fiscal Agent, or such other office or agency of the Issuer maintained by it for that purpose in the Borough of Manhattan, The City...
  - #133">8.2 Interest: Payments of interest will be made to the registered Holders thereof at the office of the Fiscal Agent, or such other office or agency of the Issuer maintained by it for that purpose in the Borough of Manhattan, The City of New York, in s...
  - #133">8.3 Record Dates: Payments of interest will be made to the person who is the registered Holder thereof on the regular record date immediately preceding the relevant Interest Payment Date. A regular record date will be the fifteenth (15th) calendar day...
  - #133">8.4 Payments subject to fiscal laws: All payments in respect of the Notes are subject in all cases to, but without prejudice to the provisions of Condition 9 (Taxation), (i) any applicable fiscal or other laws and regulations in the place of payment, ...
  - #133">8.5 Payments on business days: If the due date for payment of any amount in respect of any Note is not a Payment Business Day, the Noteholder shall not be entitled to payment of the amount due until the next succeeding Payment Business Day and shall n...
  - #133">8.6 Payments: Payments of interest shall be made only against presentation of the relevant Notes at the specified office of any Paying Agent.
  - #133">8.7 Partial payments: If a Paying Agent makes a partial payment in respect of any Note presented to it for payment, such Paying Agent will endorse thereon a statement indicating the amount and date of such payment.
  - #133">8.8 Waiver of set-off: No Noteholder may at any time exercise or claim any Waived Set-Off Rights against any right, claim, or liability the Issuer has or may have or acquire against such Noteholder, directly or indirectly, howsoever arising (and, for ...
  - #134">For the avoidance of doubt, nothing in this Condition 8.8 is intended to provide or shall be construed as acknowledging any right of deduction, set-off, netting, compensation, retention or counterclaim or that any such right is or would be available t...
  - #134">For the purposes of this Condition 8.8, Waived Set-Off RightsŽ means any and all rights of or claims of any Noteholder for deduction, set-off, netting, compensation, retention or counterclaim arising directly or indirectly under or in connection with...
- #134">9. Taxation
  - #134">9.1 Withholding taxes: All payments of principal and interest and other revenues by or on behalf of the Issuer in respect of the Notes shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governm...
  - #134">9.2 Gross up: In the event a payment of interest by the Issuer in respect of the Notes is subject to French Taxes by way of withholding or deduction, the Issuer shall pay to the fullest extent permitted by law such additional amounts as will result in...
    - #134">(i) to, or to a third party on behalf of, a Noteholder which is liable to such French Taxes, in respect of such Note by reason of it having some connection with the Republic of France other than the mere holding of the Note; or
    - #134">(ii) presented for payment more than thirty (30) calendar days after the Relevant Date, except to the extent that the relevant Noteholder would have been entitled to such additional amounts on presenting the same for payment on or before the expiry of...
    - #134">(iii) where the applicable French Taxes are levied other than by way of a withholding or deduction;
    - #134">(iv) where such withholding or deduction is imposed on any payment by reason of FATCA; or
    - #134">(v) where such withholding or deduction would not have been imposed but for a failure by a Noteholder or beneficial owner (or any financial institution through which a Noteholder or beneficial owner holds the Notes or through which payment on the Note...
- #134">10. Prescription
- #135">11. Replacement of Notes
- #135">12. Agents
- #135">13. Enforcement
- #135">14. Meetings of Noteholders, Modification, Supplemental Agreements
  - #135">14.1 Modification and Amendment: The Issuer may at any time call a meeting of the Noteholders to seek their approval of the modification of or amendment to, or obtain a waiver of, any provision of the Notes. This meeting will be held at the time and p...
  - #136">14.2 Meetings of Noteholders: If at any time the Holders of at least 10% in principal amount for the then outstanding Notes request the Issuer to call a meeting of the Holders of such Notes for any purpose, by written request setting forth in reasonab...
  - #136">14.3 Supplemental Agreements: Subject to the terms of this Condition 14, the Issuer and the Fiscal Agent may enter into an agreement or agreements supplemental to the Agency Agreement for the purpose of adding any provisions to or changing in any mann...
  - #136">14.4 If required, any proposed modification of any provision of the Notes (other than to cure any ambiguity in any provision, or correct any defective provision, of the Notes) can only be effected subject to the prior permission of the Relevant Regula...
- #137">15. Further Issues
- #137">16. Notices
- #137">17. Governing Law and Jurisdiction
  - #137">17.1 Governing Law: The Notes, the Agency Agreement, the Conversion Calculation Agency Agreement and any non-contractual obligations arising therefrom or in connection therewith, shall be governed by, and construed in accordance with the laws of the S...
  - #137">17.2 Submission to Jurisdiction and Consent to Service of Process in New York: The Issuer consents to the jurisdiction of, and waives objection to venue in, the courts of the State of New York and the courts of the United States of America located in ...
- #137">18. Statutory Write-down or Conversion
  - #137">18.1 Acknowledgment: By its acquisition of the Notes, each Noteholder (which, for the purposes of this Condition 18, includes any current or future holder of a beneficial interest in the Notes) acknowledges, accepts, consents and agrees:
  - #138">18.2 Bail-in or Loss Absorption Power: For these purposes, the Bail-in or Loss Absorption PowerŽ is any power existing from time to time under any laws, regulations, rules or requirements in effect in France, relating to the transposition of the BRRD...
  - #138">18.3 Payment of Interest and Other Outstanding Amounts Due: No repayment or payment of the Amounts Due will become due and payable or be paid after the exercise of the Bail-in or Loss Absorption Power by the Relevant Resolution Authority with respect ...
  - #138">18.4 No Event of Default: Neither a cancellation of the Notes, a reduction, in part or in full, of the Amounts Due, the conversion thereof into another security or obligation of the Issuer or another person, as a result of the exercise of the Bail-in ...
  - #138">18.5 Notice to Noteholders: Upon the exercise of any Bail-in or Loss Absorption Power by the Relevant Resolution Authority with respect to the Notes, the Issuer will provide a written notice to the Noteholders in accordance with Condition 16 (Notices)...
  - #139">18.6 Duties of the Fiscal Agent: Upon the exercise of any Bail-in or Loss Absorption Power by the Relevant Resolution Authority, the Issuer and each Noteholder (including each holder of a beneficial interest in the Notes) hereby agree that (a) the Fis...
  - #139">18.7 Proration: If the Relevant Resolution Authority exercises the Bail-in or Loss Absorption Power with respect to less than the total Amounts Due, unless the Fiscal Agent is otherwise instructed by the Issuer or the Relevant Resolution Authority, an...
  - #139">18.8 Conditions Exhaustive: The matters set forth in this Condition 18 shall be exhaustive on the foregoing matters to the exclusion of any other agreements, arrangements or understandings between the Issuer and any holder of a Note.
- #139">19. Agents, Independent Financial Adviser
  - #139">19.1 Paying Agent, Fiscal Agent, Interest Calculation Agent, Registrar and Transfer Agent
    - #139">(i) In acting under the Agency Agreement and in connection with the Notes, the Paying Agent, Fiscal Agent, Interest Calculation Agent, Registrar and Transfer Agent (together, the AgentsŽ and any of them, an AgentŽ) act solely as agents of the Issuer...
    - #139">(ii) Calculations and other determinations made by the Agents pursuant to these Conditions shall be made in good faith and shall be final and binding (in the absence of manifest error) on the Issuer, the Noteholders, the beneficial owners and the Conv...
    - #139">(iii) The Agents may engage the advice or services of any legal or other professional adviser whose advice or services it may consider necessary and rely upon any advice so obtained, and the Agents shall incur no liability as against the Noteholders, ...
  - #139">19.2 Conversion Calculation Agent
    - #139">(i) The Conversion Calculation Agent shall act pursuant and subject to the terms of the Conversion Calculation Agency Agreement and shall act solely upon the request from, and exclusively as agent of, the Issuer to perform such calculations and other ...
    - #140">(ii) Calculations and other determinations made by the Conversion Calculation Agent pursuant to these Conditions shall be made in good faith and shall be final and binding (in the absence of manifest error) on the Issuer, the Noteholders, the benefici...
    - #140">(iii) The Conversion Calculation Agent (acting in such capacity) will not thereby assume any obligations towards or relationship of agency or trust and shall not be liable and shall incur no liability in respect of anything done, or omitted to be done...
    - #140">(iv) The Conversion Calculation Agent may engage the advice or services of any legal or other professional adviser whose advice or services it may consider necessary and rely upon any advice so obtained, and the Conversion Calculation Agent shall incu...
    - #140">(v) The Issuer reserves the right at any time to vary or terminate the appointment of the Conversion Calculation Agent, provided that it will at all times maintain a Conversion Calculation Agent, which may be the Issuer or another person appointed by ...
  - #140">19.3 Independent Financial Adviser
    - #140">(i) Calculations and other determinations made by an Independent Financial Adviser pursuant to these Conditions shall be made in good faith and shall be final and binding (in the absence of manifest error) on the Issuer, the Noteholders, the beneficia...
    - #140">(ii) If the Issuer determines, after consultation with the Conversion Calculation Agent, that any doubt shall arise as to the appropriate adjustment to the Maximum Conversion Ratio pursuant to Condition 6.6 or other calculation or other determination ...
#141">FORM OF NOTES, CLEARANCE AND SETTLEMENT
#145">TAXATION
#150">BENEFIT PLAN INVESTOR CONSIDERATIONS
#151">PLAN OF DISTRIBUTION
#156">NOTICE TO U.S. INVESTORS
#158">LEGAL MATTERS
#159">STATUTORY AUDITORS
#160">GENERAL INFORMATION
- #160">1. Corporate Authorizations
- #160">2. Admission to trading
- #160">3. Documents Available
  - #160">(i) the up-to-date Statuts of the Issuer;
  - #160">(ii) the Documents Incorporated by Reference;
  - #160">(iii) the Agency Agreement; and
  - #160">(iv) this Prospectus;
- #160">4. Significant change in the financial position or financial performance
- #160">5. Material adverse change in the prospects
- #160">6. Financial statements
- #161">7. Legal and Arbitration Proceedings
- #161">8. Events impacting the Issuers solvency
- #161">9. Material Contracts
- #161">10. Dependence of the Issuer upon other members of the Group
- #161">11. Conflicts of Interests
- #161">12. Auditors
- #162">13. Clearing Systems
- #162">14. Yield
- #162">15. Conversion of the Notes