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PRS - CE20006SPA - XS3064228128 - Final Terms and English ISS - Up to 5,000,000 Certificates relating to the Series 1781 Redeemable Preference Shares of BNP Paribas Synergy Limited

Company: BNP Paribas Date: 2025-07-10 Language: English Register to download
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# **FINAL VERSION APPROVED BY THE ISSUER**

**The Issuer accepts responsibility for this unsigned document in PDF format dated on the date mentioned below that is the final version of the Final Terms relating to the Securities described herein.** 

#### **FINAL TERMS FOR CERTIFICATES**

### **FINAL TERMS DATED 10 JULY 2025**

#### **BNP Paribas Issuance B.V.**

 *(incorporated in The Netherlands)* 

*(as Issuer)* 

Legal entity identifier (LEI): 7245009UXRIGIRYOBR48

#### **BNP Paribas**

*(incorporated in France)* 

*(as Guarantor)* 

# Legal entity identifier (LEI): R0MUWSFPU8MPRO8K5P83

### **Up to 5,000,000 Certificates**

#### **relating to the Series 1781 Redeemable Preference Shares of BNP Paribas Synergy Limited**

under the UK Certificate Programme

#### of BNP Paribas Issuance B.V. and BNP Paribas

Any person making or intending to make an offer of the Securities may only do so:

- (i) provided such person is a Manager or an Authorised Offeror (as such term is defined in the Base Prospectus) and that the offer is made during the Offer Period specified in paragraph 34 below and that any conditions relevant to the use of the Base Prospectus are complied with; or
- (ii) otherwise in circumstances in which no obligation arises for the Issuer, the Guarantor or any Manager to publish a prospectus pursuant to section 85 of the Financial Services and Markets Act 2000 ("**FSMA**") or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation (as defined below), in each case, in relation to such offer.

None of the Issuer, the Guarantor or any Manager has authorised, nor do they authorise, the making of any offer of Securities in any other circumstances.

Investors should note that if a supplement to or an updated version of the Base Prospectus referred to below is published at any time during the Offer Period (as defined below), such supplement or updated base prospectus as the case may be, will be published and made available in accordance with the arrangements applied to the original publication of these Final Terms. Any investors who have indicated acceptances of the Offer (as defined below) prior to the date of publication of such supplement or updated version of the Base Prospectus, as the case may be (the "**Publication Date**"), have the right within two working days of the Publication Date to withdraw their acceptances, provided that the significant new factor, material mistake or material inaccuracy arose or was noted before the closing of the offer period or the delivery of the Securities, whichever occurs first.

# **PART A – CONTRACTUAL TERMS**

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 26 June 2025, each supplement to the Base Prospectus published and approved on or before the date of these Final Terms and any other supplement to the Base Prospectus which may have been published and approved before the issue of any additional amount of Securities (the "**Supplements**") (provided that to the extent any such Supplement (i) is published and approved after the date of these Final Terms and (ii) provides for any change to the Conditions of the Securities such changes shall have no effect with respect to the Conditions of the Securities to which these Final Terms relate) which constitute a base prospectus for the purposes of Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended, the "**EUWA**") and regulations made thereunder (as amended, the "**UK Prospectus Regulation**") (the "**Base Prospectus**"). This document constitutes the Final Terms of the Securities described herein for the purposes of the UK Prospectus Regulation and must be read in conjunction with the Base Prospectus to obtain all the relevant information. A summary of the Securities is annexed to these Final Terms.

**The Base Prospectus and these Final Terms are available for viewing at BNP Paribas Financial Markets S.N.C., 20 boulevard des Italiens, 75009 Paris, France and copies may be obtained free of charge at the specified offices of the Security Agents. The Base Prospectus will also be available on the National Storage Mechanism's website https://data.fca.org.uk/#/nsm/nationalstoragemechanism**

References herein to numbered Conditions are to the terms and conditions of the relevant series of Securities and words and expressions defined in such terms and conditions shall bear the same meaning in these Final Terms in so far as they relate to such series of Securities, save as where otherwise expressly provided.

These Final Terms relate to the series of Securities as set out in "Specific Provisions for each Series" below. References herein to "**Securities**" shall be deemed to be references to the relevant Securities that are the subject of these Final Terms and references to "**Security**" shall be construed accordingly.

# **SPECIFIC PROVISIONS FOR EACH SERIES**

| SERIES<br>NUMBER  | NO. OF<br>SECURITIES<br>ISSUED | ISIN               | COMMON CODE | CFI    | FISN                                  |
|-------------------|--------------------------------|--------------------|-------------|--------|---------------------------------------|
| CE20006SPA        | Up to 5,000,000<br>Securities  | XS3064228128       | 306422812   | DEMVRB | BNPPIBV/VARI CTF<br>NKG 20320907 BSKT |
| TRADING<br>METHOD | ISSUE PRICE<br>PER SECURITY    | REDEMPTION<br>DATE |             |        |                                       |
| Nominal           | 100 per cent. of the           | 7 September        |             |        |                                       |

# **GENERAL PROVISIONS**

The following terms apply to each series of Securities:

Notional Amount

| 1.<br>Issuer:                          | BNP Paribas Issuance B.V. |
|----------------------------------------|---------------------------|
| 2.<br>Guarantor:<br>BNP Paribas        |                           |
| 3.<br>Trade Date:<br>3 July 2025       |                           |
| 4.<br>Issue Date:                      | 12 September 2025         |
| 5.<br>Consolidation:<br>Not applicable |                           |

2032

| 6.  | Type of Securities:                                                                | (a)<br>Certificates                                                                                                 |
|-----|------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------|
|     |                                                                                    | (b)<br>The Securities are Preference Share Certificates.                                                            |
|     |                                                                                    | The provisions of Annex 6 (Additional Terms and<br>Conditions for Preference Share Certificates) shall apply        |
| 7.  | Form of Securities:                                                                | Clearing System Global Certificate                                                                                  |
| 8.  | Business Day Centre(s):                                                            | The applicable Business Day Centre for the purposes of the<br>definition of "Business Day" in Condition 1 is London |
| 9.  | Settlement:                                                                        | Settlement will be by way of cash payment (Cash Settled<br>Securities)                                              |
| 10. | Rounding<br>Convention<br>for<br>Cash<br>Settlement Amount:                        | Not applicable                                                                                                      |
| 11. | Final Payout:                                                                      | Preference Share Certificate Condition 6 applies                                                                    |
| 12. | Exchange Rate:                                                                     | Not applicable                                                                                                      |
| 13. | Settlement Currency:                                                               | The settlement currency for the payment of the Cash<br>Settlement Amount is Pound Sterling ("GBP")                  |
| 14. | Syndication:                                                                       | The Securities will be distributed on a non-syndicated basis                                                        |
| 15. | Minimum Trading Size:                                                              | 1 Certificate (and multiple of 1 Certificate thereafter)                                                            |
| 16. | Principal Security Agent:                                                          | BNP Paribas Financial Markets S.N.C.                                                                                |
| 17. | Registrar:                                                                         | Not applicable                                                                                                      |
| 18. | Calculation Agent:                                                                 | BNP Paribas Financial Markets S.N.C.                                                                                |
| 19. | Governing law:                                                                     | English law                                                                                                         |
|     | PRODUCT SPECIFIC PROVISIONS                                                        |                                                                                                                     |
| 20. | Hybrid Securities:                                                                 | Not applicable                                                                                                      |
| 21. | Index Securities:                                                                  | Not applicable                                                                                                      |
| 22. | Share Securities:                                                                  | Not applicable                                                                                                      |
| 23. | Commodity Securities:                                                              | Not applicable                                                                                                      |
| 24. | Fund Securities:                                                                   | Not applicable                                                                                                      |
| 25. | Preference Share Certificates:                                                     | Applicable                                                                                                          |
|     | (a)<br>Preference Share:                                                           | Series 1781 Redeemable Preference Shares of BNP Paribas<br>Synergy Limited (ISIN: GB00BTB62030).                    |
|     | (b)<br>Preference Share Redemption<br>Valuation Date:                              | 31 August 2032                                                                                                      |
| 26. | Illegality (Security Condition 7.1) and<br>Force Majeure (Security Condition 7.2): | Illegality: redemption in accordance with Security Condition<br>7.1                                                 |
|     |                                                                                    | Force Majeure: redemption in accordance with Security<br>Condition 7.2                                              |

| 27. | Additional<br>Disruption<br>Events<br>and<br>Optional Additional Disruption Events: |                                                                          | (a)   | Additional Disruption Events: Not applicable                                                      |
|-----|-------------------------------------------------------------------------------------|--------------------------------------------------------------------------|-------|---------------------------------------------------------------------------------------------------|
|     |                                                                                     |                                                                          | (b)   | The following Optional Additional Disruption Events<br>apply to the Securities: Insolvency Filing |
| 28. |                                                                                     | Knock-in Event:                                                          |       | Not applicable                                                                                    |
| 29. |                                                                                     | Knock-out Event:                                                         |       | Not applicable                                                                                    |
| 30. | VALUATION AND REDEMPTION                                                            |                                                                          |       |                                                                                                   |
|     | (a)                                                                                 | Notional<br>Amount<br>of<br>each<br>Certificate:                         | GBP 1 |                                                                                                   |
|     | (b)                                                                                 | Interest:                                                                |       | Not applicable                                                                                    |
|     | (c)                                                                                 | Linked Interest Certificates:                                            |       | Not applicable                                                                                    |
|     | (d)                                                                                 | Index Linked Interest Certificates:                                      |       | Not applicable                                                                                    |
|     | (e)                                                                                 | Share Linked Interest Certificates:                                      |       | Not applicable                                                                                    |
|     | (f)                                                                                 | Commodity Linked Interest<br>Certificates:                               |       | Not applicable                                                                                    |
|     | (g)                                                                                 | Fund Linked Interest Certificates:                                       |       | Not applicable                                                                                    |
|     | (h)                                                                                 | Issuer Call Option:                                                      |       | Not applicable                                                                                    |
|     | (i)                                                                                 | Automatic Early Redemption:                                              |       | Not applicable                                                                                    |
|     | (j)                                                                                 | Strike Date:                                                             |       | Not applicable                                                                                    |
|     | (k)                                                                                 | Strike Price:                                                            |       | Not applicable                                                                                    |
|     | (l)                                                                                 | Redemption Valuation Date:                                               |       | Not applicable                                                                                    |
|     | (m)                                                                                 | Averaging:                                                               |       | Averaging does not apply to the Securities                                                        |
|     | (n)                                                                                 | Observation Dates:                                                       |       | Not applicable                                                                                    |
|     | (o)                                                                                 | Observation Period:                                                      |       | Not applicable                                                                                    |
|     | (p)                                                                                 | Identification information of<br>Holders as provided by Condition<br>20: |       | Not applicable                                                                                    |

# **DISTRIBUTION AND U.S. SALES ELIGIBILITY**

| 31. | U.S. Selling Restrictions:                            | The Securities may not be legally or beneficially owned by<br>or transferred to any U.S. person at any time                                                      |
|-----|-------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 32. | Additional U.S. Federal income tax<br>considerations: | The Securities are not Specified Securities for the purpose of<br>Section 871(m) of the U.S. Internal Revenue Code of 1986                                       |
| 33. | TEFRA C or TEFRA Not Applicable:                      | TEFRA Not Applicable                                                                                                                                             |
| 34. | Non-exempt Offer:                                     | Applicable                                                                                                                                                       |
|     | (i)<br>Offer Period:                                  | The period from, and including, 10 July 2025 and ending on,<br>and including, 29 August 2025 (the "Offer End Date"). See<br>further Paragraph 7 of Part B below. |

|     | (ii)<br>Financial<br>intermediaries<br>granted                 | The<br>Manager(s)<br>and<br>MARIANA<br>INVESTMENT           |
|-----|----------------------------------------------------------------|-------------------------------------------------------------|
|     | specific consent to use the Base                               | PARTNERS (the "Initial Authorised Offerors") being          |
|     | Prospectus in accordance with the                              | persons to whom the Issuer has given consent (the           |
|     | Conditions in it:                                              | Authorised Offerors), other than pursuant to the Prospectus |
|     |                                                                | Regulation. See further Paragraph 7 of Part B below.        |
|     | (iii)<br>General Consent:                                      | Not applicable                                              |
|     | (iv)<br>Other Authorised Offeror Terms:                        | Not applicable                                              |
| 35. | Prohibition<br>of<br>Sales<br>to<br>UK<br>Retail<br>Investors: |                                                             |
|     | (a)<br>Selling Restriction:                                    | Not applicable                                              |
|     | (b)<br>Legend:                                                 | Not applicable                                              |
| 36. | Prohibition of Sales to EEA Retail<br>Investors:               | Applicable                                                  |

### **Responsibility**

The Issuer accepts responsibility for the information contained in these Final Terms. To the best of the knowledge of the Issuer, the information contained in these Final Terms is in accordance with the facts and these Final Terms do not omit anything likely to affect the import of such information.

# **PART B – OTHER INFORMATION**

### **1. Listing and Admission to trading**

Application will be made to list the Securities and to admit the Securities to trading on the Euro MTF Market of the Luxembourg Stock Exchange on or around the Issue Date.

# **2. Ratings**

Ratings: The Securities have not been rated.

### **3. Interests of Natural and Legal Persons Involved in the Offer**

Save for a discount/distribution fee of up to 0.20 per cent. per annum (all tax included) of the Issue Price that is payable to the Authorised Offerors and as discussed in the "*Potential Conflicts of Interest*" paragraph in the "*Risk Factors"* section in the Base Prospectus, so far as the Issuer is aware, no person involved in the offer of the Securities has an interest material to the offer.

# **4. Reasons for the Offer, Estimated Net Proceeds and Total Expenses**

| (a) | Reasons for the offer:    | See "Use of Proceeds" in the Base Prospectus |
|-----|---------------------------|----------------------------------------------|
| (b) | Estimated net proceeds:   | Up to GBP 5,000,000                          |
| (c) | Estimated total expenses: | GBP 3,600                                    |

# **5. Performance of Underlying/Formula/Other Variable and Other Information concerning the Underlying Reference**

The Certificates relate to the Series 1781 Preference Shares of the BNP Paribas Synergy Limited relating to a Basket of Indices.

The performance of the Preference Shares depends on the performance of the relevant underlying asset(s) or basis of reference to which the Preference Shares are linked (the "**Preference Share Underlying**"). The Preference Share Underlying are the EURO STOXX 50 and the FTSE100 Indices. Information on the Preference Share Underlying is published on Reuters page BNPP= GB00BTB62030.

The Preference Share Value will be published on each Business Day on Reuters page BNPP= GB00BTB62030.

The Issuer does not intend to provide post-issuance information.

# **6. Operational Information**

Relevant Clearing System(s): Euroclear and Clearstream, Luxembourg

# **7. Terms and Conditions of the Non-exempt Offer**

Applicable. MARIANA INVESTMENT PARTNERS (the "**Financial Intermediary**") will manage a plan (the "**Plan**") which will be offered to the public in the United Kingdom in accordance with the arrangements listed below. The Financial Intermediary has selected the Certificates as the securities into which the Financial Intermediary will invest on behalf of investors in the Plan. The proceeds invested by investors in the Plan will be used by the Financial Intermediary to purchase the Certificates. It is understood that the performance of the Plan will be related to the performance of the Certificates throughout their term. Therefore, the amounts payable by the Financial Intermediary on the redemption of the Plan are linked to the amounts paid by the Issuer pursuant to the terms and conditions of the Certificates.

| Offer Price: |                                  | A prospective investor in the Plan should contact the Financial<br>Intermediary for details of the Offer Price.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|--------------|----------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|              |                                  | If any commissions or fees discount relating to the issue and<br>sale of the Certificates have been paid or are payable by the<br>Manager to any intermediary then such intermediary may be<br>obliged to fully disclose to its clients the existence, nature and<br>amount of any such commissions or fees (including, if<br>applicable, by way of discount) as required in accordance with<br>laws and regulations applicable to such intermediary, including<br>Regulation (EU) No. 600/2014 on markets in financial<br>instruments as it forms part of UK domestic law by virtue of<br>the EUWA and regulations made thereunder ("UK MiFIR").<br>Potential investors in these Certificates intending to purchase<br>Certificates through an intermediary (including by way of<br>introducing broker) should request details of any such<br>commission or fee payment from such intermediary before<br>making any purchase thereof. |
| subject:     | Conditions to which the offer is | Offers of the Plan in its current form by the Financial<br>Intermediary are conditional on the issue of the Certificates by<br>the Issuer and subject to the contractual arrangements in place<br>between the Manager and Financial Intermediary.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|              |                                  | The Issuer reserves the right to not issue the Certificates at any<br>time on or prior to the Issue Date. As between the Manager and<br>its customers (including the Financial Intermediary) offers of<br>the Certificates are further subject to such conditions as may be<br>agreed between them and/or as are specified in any<br>arrangements in place between them. As between the Financial<br>Intermediary and its customers, offers of a beneficial interest in<br>the Certificates pursuant to the Plan are further subject to such<br>conditions as may be agreed between them and/or as are<br>specified in any arrangements in place between them. The<br>Issuer will not be a party to any such arrangements with                                                                                                                                                                                                         |

prospective investors (other than the Manager) in connection with the offer or sale of the Certificates or beneficial interests in the Certificates through the Plan and accordingly the Base Prospectus and these Final Terms will not contain such information and an Investor must obtain such information from the Financial Intermediary.

The Issuer reserves the right to modify the total number of Certificates which investors can subscribe for, curtail the offer of the Securities or withdraw the offer of the Securities and/or, if the Securities have not yet been issued, cancel the issuance of the Securities for any reason at any time on or prior to the Offer End Date (as defined above) and advise the Financial Intermediary accordingly. For the avoidance of doubt, if any application has been made by a potential investor and the Issuer exercises such a right to withdraw the offer, each such potential investor shall not be entitled to subscribe or otherwise acquire the Securities.

Any offer of the Plan by the Financial Intermediary will be made in its own name and on its own behalf and not as an agent of the Issuer, the Guarantor or the Manager and only the Financial Intermediary will be liable for the offer in the United Kingdom. None of the Issuer, Guarantor or Manager accepts any liability for the offer or sale by the Financial Intermediary of an investment in the Plan to investors in the United Kingdom.

Description of the application A prospective investor in the Plan should, prior to the end of the Offer Period (as defined above), contact the Financial Intermediary for details of the application process to purchase an interest in the Plan during the Offer Period. A prospective investor in the Plan will invest in accordance with the arrangements existing between the Financial Intermediary and its customers relating to a subscription of products generally. Prospective investors will not enter into any contractual arrangements directly with the Issuer, Guarantor or the Manager related to the subscription for the Certificates. If an investor in any jurisdiction other than the United Kingdom wishes to purchase Certificates or to make an investment in the Plan, such investor should (a) be aware that sales in the relevant jurisdiction may not be permitted; and (b) contact its financial advisor, bank or financial intermediary for more information.

process:

These Final Terms may only be used in connection with and within the terms of this offer. The Final Terms do not authorise, and may not be used by the Financial Intermediary or any other party in connection with, the subsequent offer or sale of any Certificates outside the terms of the offer or the Offer Period.

With the exception of the United Kingdom no action has been or will be taken in any jurisdiction by the Issuer, Guarantor or the Manager that would permit a public offering of the Certificates, or possession or distribution of any offering material in connection with the issue of the Certificates in any country or jurisdiction where action for that purposes is required. The Financial Intermediary must comply with all applicable laws and regulations in the United Kingdom in connection with the offer and sale of Certificates at its own expense.

| Details of the minimum and/or<br>maximum<br>amount<br>of<br>the<br>application:                                                                                | A prospective investor in the Plan should contact the Financial<br>Intermediary for details of any minimum and/or maximum<br>amount of the individual applications for an interest in the Plan.                                                                                                                                                |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Description of possibility to reduce<br>subscriptions<br>and<br>manner<br>for<br>refunding amounts paid in excess by<br>applicants:                            | A prospective investor in the Plan should contact the Financial<br>Intermediary regarding the possibility of reducing their<br>subscriptions during the Offer Period and the manner for<br>refunding any amounts paid in excess.                                                                                                               |
| Details of the method and time<br>limits for paying up and delivering<br>the Securities:                                                                       | A prospective investor in the Plan should contact the Financial<br>Intermediary for details of the method and time limits for<br>paying up and delivering an interest in the Plan.                                                                                                                                                             |
| Manner in and date on which results<br>of the offer are to be made public:                                                                                     | The final amount of Certificates to be issued will be determined<br>based on market demand for an investment in the Plan during<br>the Offer Period and will be published on the Luxembourg<br>Stock Exchange's Euro MTF website (www.bourse.lu) and at<br>the registered office of the Issuer and Guarantor on or prior to<br>the Issue Date. |
| Procedure for exercise of any right<br>of<br>pre-emption,<br>negotiability<br>of<br>subscription rights and treatment of<br>subscription rights not exercised: | A prospective investor in the Plan should contact the Financial<br>Intermediary<br>for<br>details<br>of<br>any<br>right<br>of<br>pre-emption,<br>negotiability<br>of<br>subscription<br>rights<br>and<br>treatment<br>of<br>subscription rights not exercised.                                                                                 |
| Process for notification to applicants<br>of the amount allotted and indication<br>whether dealing may begin before<br>notification is made:                   | Prospective investors in the Plan will be notified by the<br>Financial Intermediary in accordance with the arrangements in<br>place between the Financial Intermediary and its customers.<br>For the avoidance of doubt no dealings in the Certificates may<br>take place prior to the Issue Date.                                             |
| Amount of any expenses and taxes<br>charged<br>to<br>the<br>subscriber<br>or<br>purchaser:                                                                     | Prospective investors in the Plan should contact the Financial<br>Intermediary for details of any expenses and taxes that would<br>be specifically charged in relation to any subscription of an<br>interest in the Plan.                                                                                                                      |

# **8. Intermediaries with a firm commitment to act**

Name and address of the entities which have a firm commitment to act as intermediairies in secondary trading, providing liquidity through bid and offer rates and a description of the main terms of their commitment: None

# **9. Placing and Underwriting**

| Name(s) and address(es), to the<br>extent known to the Issuer, of the<br>placers in the various countries<br>where the offer takes place:                                                  | MARIANA INVESTMENT PARTNERS, United Kingdom                                                                                                                                           |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Name<br>and<br>address<br>of<br>the<br>co<br>ordinator(s) of the global offer and<br>of single parts of the offer:                                                                         | Not applicable                                                                                                                                                                        |
| Name and address of any paying<br>agents and depository agents in each<br>country (in addition to the Principal<br>Security Agent):                                                        | Prospective investors in the Plan should contact the Financial<br>Intermediary for details of any additional paying agents or<br>depository agents involved in the offer of the Plan. |
| Entities agreeing to underwrite the<br>issue on a firm commitment basis,<br>and entities agreeing to place the<br>issue without a firm commitment or<br>under "best efforts" arrangements: | No underwriting commitment is undertaken by the Manager or<br>the Financial Intermediary.                                                                                             |
| When the underwriting agreement<br>has been or will be reached:                                                                                                                            | Not applicable                                                                                                                                                                        |

The Issuer is only offering and selling the Certificates to the Manager pursuant to and in accordance with terms agreed with the Manager. All sales to persons other than the Manager will be made by the Manager or person to whom it sells and/or otherwise makes arrangements with including the Financial Intermediary. The Issuer shall not be liable for any offers, sales or purchases of the Certificates or beneficial interests in the Certificates pursuant to the Plan to persons (other than in respect of offers and sales to and purchasers of Certificates by the Manager and only then pursuant to the terms agreed with the Manager), which are made by the Manager or the Financial Intermediary in accordance with the arrangements in place between any such Manager or the Financial Intermediary and its customers.

The Manager has acknowledged and agreed and the Financial Intermediary will be required by the Manager to acknowledge and agree that for the purpose of offer(s) of the Certificates, the Issuer will not allow the Certificates to be publicly offered in any jurisdiction other than the United Kingdom; accordingly the Certificates may only be publicly offered in the United Kingdom or offered to qualified investors in other jurisdictions as the laws and regulations governing the offer and sale of securities in such jurisdictions may permit and that all offers of Certificates by it will be made only in accordance with the selling restrictions set forth in the Base Prospectus and the provisions of these Final Terms and in compliance with all applicable laws and regulations.

# **10. UK Benchmarks Regulation**

UK Benchmarks Regulation: Article 29(2) statement on benchmarks: Applicable:

> Amounts payable under the Certificates are calculated by reference to the EURO STOXX 50 and FTSE 100 Indices, which are provided by STOXX Ltd and FTSE International Limited respectively.

As at the date of these Final Terms, FTSE International Limited appears on the register of administrators and benchmarks established and maintained by the United Kingdom Financial Conduct Authority pursuant to Article 36 of the Benchmarks Regulation (Regulation (EU) 2016/1011) as it forms part of UK domestic law by virtue of the European (Withdrawal) Act 2018 (as amended).

As at the date of these Final Terms, STOXX Ltd does not appear on the register of administrators and benchmarks established and maintained by the FCA pursuant to Article 36 of the UK Benchmarks Regulation. As far as the Issuer is aware, the transitional provisions in Article 51 of the UK Benchmarks Regulation apply, such that STOXX Ltd is not currently required to obtain authorisation or registration (or, if located outside the United Kingdom, recognition, endorsement or equivalence).

# **Summary**

# **Section A - Introduction and Warnings**

#### *Warnings*

This summary should be read as an introduction to the Base Prospectus and the applicable Final Terms.

Any decision to invest in any Securities should be based on a consideration of the Base Prospectus as a whole, including any documents incorporated by reference and the applicable Final Terms.

Investors may be exposed to a partial or total loss of their investment.

Where a claim relating to information contained in the Base Prospectus and the applicable Final Terms is brought before a court in a Member State of the European Economic Area, the plaintiff may, under the national legislation of the Member State where the claim is brought, be required to bear the costs of translating the Base Prospectus and the applicable Final Terms before the legal proceedings are initiated.

Civil liability in any such Member State attaches to the Issuer or the Guarantor solely on the basis of this summary, including any translation hereof, but only if it is misleading, inaccurate or inconsistent when read together with the other parts of the Base Prospectus and the applicable Final Terms or it does not provide, when read together with the other parts of the Base Prospectus and the applicable Final Terms, key information in order to aid investors when considering whether to invest in the Securities.

You are about to purchase a product that is not simple and may be difficult to understand.

#### **Name and international securities identification number (ISIN) of the securities**

GBP Quanto "Athena Worst-of" Certificates linked to Preference shares - The securities are Certificates. International Securities Identification Number ("**ISIN**"): XS3064228128.

#### **Identity and contact details of the issuer**

BNP Paribas Issuance B.V. (the "**Issuer**"), Herengracht 595, 1017 CE Amsterdam, the Netherlands (telephone number: +31(0)88 738 0000). The legal entity identifier of the Issuer is 7245009UXRIGIRYOBR48.

**Identity and contact details of the offeror and / or person asking for admission to trading**

# Offeror: Meteor Asset Management Limited

Person asking for admission to trading : BNP Paribas Issuance B.V. (the "Issuer"), Herengracht 595, 1017 CE Amsterdam, the Netherlands (telephone number: +31(0)88 738 0000).

**Identity and contact details of the competent authority approving the prospectus**

Financial Conduct Authority ("FCA"), 12 Endeavour Square, London, E20 1JN, United Kingdom - +44 (0)20 7066 1000 - https://www.fca.org.uk/

### **Date of approval of the prospectus**

The Base Prospectus has been approved on 26 June 2025 by the FCA, as supplemented from time to time.

# **Section B - Key information on the issuer**

# *Who is the issuer of the securities?*

**Domicile / legal form / LEI / law under which the issuer operates / country of incorporation**

BNP Paribas Issuance B.V. was incorporated in the Netherlands as a private company with limited liability under Dutch law having its registered office at Herengracht 595, 1017 CE Amsterdam, the Netherlands. Legal entity identifier (LEI): 7245009UXRIGIRYOBR48.

BNP Paribas Issuance B.V.'s long term credit rating is A+ with a stable outlook (S&P Global Ratings Europe Limited) and BNP Paribas Issuance B.V.'s short term credit rating is A-1 (S&P Global Ratings Europe Limited).

#### **Principal activities**

The principal activity of the Issuer is to issue and/or acquire financial instruments of any nature and to enter into related agreements for the account of various entities within the BNPP Group.

The assets of BNP Paribas Issuance B.V. consist of the obligations of other BNPP Group entities. Holders of securities issued by BNP Paribas Issuance B.V. will, subject to the provisions of the Guarantee issued by BNPP, be exposed to the ability of BNPP Group entities to perform their obligations towards BNP Paribas Issuance B.V.

**Major shareholders**

BNP Paribas holds 100 per cent. of the share capital of BNP Paribas Issuance B.V.

#### **Identity of the issuer's key managing directors**

The Managing Directors of BNP Paribas Issuance B.V. are Edwin Herskovic/Cyril Le Merrer/Folkert van Asma/Hugo Peek/Matthew Yandle.

# **Identity of the issuer's statutory auditors**

Deloitte Accountants N.V. are the auditors of the Issuer. Deloitte Accountants N.V. is an independent public accountancy firm in the Netherlands registered with the NBA (*Nederlandse Beroepsorganisatie van Accountants*).

|                                               | What is the key financial information regarding the issuer? |            |  |
|-----------------------------------------------|-------------------------------------------------------------|------------|--|
| Key financial information<br>Income statement |                                                             |            |  |
|                                               |                                                             |            |  |
|                                               | Year                                                        | Year -1    |  |
| In €                                          | 31/12/2024                                                  | 31/12/2023 |  |
| Operating profit/loss                         | 73,071                                                      | 73,071     |  |

| Balance sheet                                                          |                 |                 |  |
|------------------------------------------------------------------------|-----------------|-----------------|--|
|                                                                        | Year            | Year-1          |  |
| In €                                                                   | 31/12/2024      | 31/12/2023      |  |
| Net financial debt (long term debt plus short term<br>debt minus cash) | 126,562,861,261 | 126,562,861,261 |  |
| Current ratio (current assets/current liabilities)                     | 1.0             | 1.0             |  |
| Debt to equity ratio (total liabilities/total<br>shareholder equity)   | 157,363         | 157,363         |  |
| Interest cover ratio (operating income/interest                        | No interest     | No interest     |  |
| expense)                                                               | expenses        | expenses        |  |
| Cash flow statement                                                    |                 |                 |  |
|                                                                        | Year            | Year-1          |  |
| In €                                                                   | 31/12/2024      | 31/12/2023      |  |
| Net Cash flows from operating activities                               | 2,827,251       | 2,827,251       |  |
| Net Cash flows from financing activities                               | 0               | 0               |  |
| Net Cash flows from investing activities                               | 0               | 0               |  |

#### **Qualifications in the audit report**

Not applicable, there are no qualifications in any audit report on the historical financial information included in the Base Prospectus.

#### *What are the key risks that are specific to the issuer?*

Not applicable. BNP Paribas Issuance B.V. is an operating company. The creditworthiness of BNP Paribas Issuance B.V. depends on the creditworthiness of BNPP.

# **Section C - Key Information on the securities**

*What are the main features of the securities?*

#### **Type, class and ISIN**

GBP Quanto "Athena Worst-of" Certificates linked to Preference shares - The securities are Certificates. International Securities Identification Number ("**ISIN**"): XS3064228128.

#### **Currency / denomination / par value / number of securities issued / term of the securities**

The currency of the Securities is Pound Sterling ("GBP"). The Securities have a par value of GBP 1. Up to 5,000,000 Securities will be issued. The Securities will be redeemed on 7 September 2032.

#### **Rights attached to the securities**

*Negative pledge* - The terms of the Securities will not contain a negative pledge provision. *Events of Default* - The terms of the Securities will not contain events of default. *Governing law* - The Securities are governed by English law.

This certificate provides a return which depends on the performance over the lifetime of the certificate of an underlying redeemable preference share issued by BNP Paribas Synergy Limited the value of which is in turn linked to the performance of an underlying share and/or index or basket of shares and/or indices. The description below is therefore based on the expected value of such preference share however the real return will depend on the actual value of the preference share. The objective of this product is to provide you with a return based on the performance of underlying indexes (each index, an Underlying). Unless the product has been redeemed early, the following provisions would apply.

On the Redemption Date you will receive in respect of each certificate:

1. If a Barrier Event has occurred: a payment in cash equal to 149.70% of the Notional Amount.

 2. If a Barrier Event has not occurred: a payment in cash equal to the Notional Amount decreased by the Performance of the Worst-Performing Underlying. In this case you will suffer a partial or total loss of the Notional Amount.

Automatic Early Redemption: If, on any Autocall Valuation Date, the closing price of each underlying is greater than or equal to the relevant Autocall Barrier, the product will be redeemed on the corresponding Early Redemption Date. You will receive for each certificate a payment in cash equal to the Notional Amount plus a premium based on the relevant Exit Rate

#### **Where:**

A Barrier Event shall be deemed to occur if the Final Reference Price of the Worst-Performing Underlying is greater than or equal to the Barrier.

The Performance of an Underlying is the difference between its Final Reference Price and its Initial Reference Price, divided by its Initial Reference Price, expressed in absolute value.

The Worst-Performing Underlying is the Underlying that shows the lowest Final Reference Price when divided by its Initial Reference Price.

The Initial Reference Price of an Underlying is the closing price of that Underlying on the Strike Date.

The Final Reference Price of an Underlying is the closing price of that Underlying on the Redemption Valuation Date.

| Strike Date                | 29 August 2025                                                               | Issue Price                       | 100%                                                                 |
|----------------------------|------------------------------------------------------------------------------|-----------------------------------|----------------------------------------------------------------------|
| Issue Date                 | 12 September 2025                                                            | Product Currency                  | GBP                                                                  |
| Redemption Valuation Date  | 31 August 2032                                                               | Notional Amount (per certificate) | GBP 1                                                                |
| Redemption Date (maturity) | 7 September 2032                                                             |                                   |                                                                      |
| Barrier                    | 60% of the Initial Reference Price                                           | Autocall Valuation Date(s)        | 29 August 2028, 29 August 2029, 29<br>August 2030 and 29 August 2031 |
| Early Redemption Date(s)   | 5 September 2028, 5 September 2029, 5<br>September 2030 and 5 September 2031 | Autocall Barrier(s)               | 100%, 100%, 85% and 75% of the Initial<br>Reference Price            |
| Exit Rate(s)               | 21.30%, 28.40%, 35.50% and 42.60% of<br>the Notional Amount                  |                                   |                                                                      |

| Underlying     | Bloomberg Code |
|----------------|----------------|
| FTSE100        | UKX            |
| EURO STOXX 50® | SX5E           |

*Meetings* - The terms of the Securities will contain provisions for calling meetings of holders of such Securities to consider matters affecting their interests generally. These provisions permit defined majorities to bind all holders, including holders who did not attend and vote at the relevant meeting and holders who voted in a manner contrary to the majority.

*Representative of holders* - No representative of the Holders has been appointed by the Issuer.

| Seniority of the securities                                                                                     |  |  |  |  |
|-----------------------------------------------------------------------------------------------------------------|--|--|--|--|
| The Securities are unsubordinated and unsecured obligations of the Issuer and rank pari passu among themselves. |  |  |  |  |
| Restrictions on the free transferability of the securities                                                      |  |  |  |  |
| There are no restrictions on the free transferability of the Securities.                                        |  |  |  |  |

**Dividend or payout policy**

Not Applicable

*Where will the securities be traded?*

#### **Admission to trading**

Application will be made by the Issuer (or on its behalf) for the Securities to be admitted to trading on the Euro MTF.

#### *Is there a guarantee attached to the securities?*

#### **Nature and scope of the guarantee**

The obligations under the guarantee are senior preferred obligations (within the meaning of Article L.613-30-3-I-3° of the French Code monétaire et financier) and unsecured obligations of BNPP and will rank pari passu with all its other present and future senior preferred and unsecured obligations subject to such exceptions as may from time to time be mandatory under French law.

In the event of a bail-in of BNPP but not BNP Paribas Issuance B.V., the obligations and/or amounts owed by BNPP under the guarantee shall be reduced to reflect any such modification or reduction applied to liabilities of BNPP resulting from the application of a bail-in of BNPP by any relevant regulator (including in a situation where the Guarantee itself is not the subject of such bail-in).

The Guarantor unconditionally and irrevocably guarantees to each Holder that, if for any reason BNP Paribas Issuance B.V. does not pay any sum payable by it or perform any other obligation in respect of any Securities on the date specified for such payment or performance the Guarantor will, in accordance with the Conditions pay that sum in the currency in which such payment is due in immediately available funds or, as the case may be, perform or procure the performance of the relevant obligation on the due date for such performance.

#### **Description of the guarantor**

The Securities will be unconditionally and irrevocably guaranteed by BNP Paribas ("BNPP" or the "Guarantor") pursuant to an English law deed of guarantee executed by BNPP 27 June 2024 (the "Guarantee"). The Guarantor was incorporated in France as a société anonyme under French law and licensed as a bank having its head office at 16, boulevard des Italiens - 75009 Paris, France. Legal entity identifier (LEI): R0MUWSFPU8MPRO8K5P83.

BNPP's long-term credit ratings are A+ with a stable outlook (S&P Global Ratings Europe Limited), A1 with a stable outlook (Moody's Deutschland GmbH), A+ (Issuer Default Rating) with a stable outlook (Fitch Ratings Ireland Limited) *(which is the long-term issuer default rating)* and AA (low) with a stable outlook (DBRS Rating GmbH) and BNPP's short-term credit ratings are A-1 (S&P Global Ratings Europe Limited), P-1 (Moody's Deutschland GmbH), F1 (Fitch Ratings Ireland Limited.) and R-1 (middle) (DBRS Rating GmbH).

BNP Paribas SA is the parent company of the BNP Paribas Group (together the "**BNPP Group**").

BNP Paribas' organisation is based on three operating divisions: Corporate & Institutional Banking (CIB), Commercial, Personal Banking & Services (CPBS) and Investment & Protection Services (IPS).

Corporate and Institutional Banking (CIB): Global Banking, Global Markets and Securities Services.

Commercial, Personal Banking & Services (CPBS):

- *Commercial & Personal banking in the Euro-zone*: Commercial & Personal Banking in France (CPBF), BNL banca commerciale (BNL bc), Commercial & Personal Banking in Italy, Commercial & Personal Banking in Belgium (CPBB) and Commercial & Personal Banking in Luxembourg (CPBL).

- *Commercial & Personal Banking outside the Euro-zone, organised around*: Europe-Mediterranean, covering Commercial & Personal Banking outside the Euro-zone, in particular in Central and Eastern Europe, Türkiye and Africa.

- *Specialised Businesses*: BNP Paribas Personal Finance, Arval and BNP Paribas Leasing Solutions, new digital businesses (in particular Nickel, Floa, Lyf) and BNP Paribas Personal Investors.

Investment & Protection Services (IPS): Insurance (BNP Paribas Cardif) and Wealth and Asset Management: BNP Paribas Asset Management, BNP Paribas Real Estate, BNP Paribas Principal Investments (management of the BNP Paribas Group's portfolio of unlisted and listed industrial and commercial investments) and BNP Paribas Wealth Management.

As at 31 December 2024, the main shareholders were Société Fédérale de Participations et d'Investissement ("SFPI") a public-interest société anonyme (public limited company) acting on behalf of the Belgian government state holding 5.6% of the share capital, BlackRock Inc. holding 6.0% of the share capital, Amundi holding 5.0% of the share capital and Grand Duchy of Luxembourg holding 1.1% of the share capital..

#### **Key financial information for the purpose of assessing the guarantor's ability to fulfil its commitments under the guarantee**

Since 1 January 2023, BNP Paribas Group's insurance entities have applied IFRS 17 « Insurance Contracts » and IFRS 9 « Financial Instruments ». The results for 2022 have been recomposed to take into account the enforcement of IFRS17 and IFRS 9 for insurance entities.

| Income statement                          |            |            |         |                                                       |  |  |  |
|-------------------------------------------|------------|------------|---------|-------------------------------------------------------|--|--|--|
|                                           | Year       | Year-1     | Interim | Comparative interim from<br>same period in prior year |  |  |  |
| In millions of €                          | 31/12/2024 | 31/12/2023 |         |                                                       |  |  |  |
| Revenues                                  | 48,831     | 45,874     | 12,960  | 12,483                                                |  |  |  |
| Cost of risk                              | -2,999     | -2,907     | -766    | -640                                                  |  |  |  |
| Other net losses for risk on financial    | -202       | -775       | -15     | -5                                                    |  |  |  |
| instruments                               |            |            |         |                                                       |  |  |  |
| Operating Income                          | 15,437     | 11,236     | 3,922   | 3,901                                                 |  |  |  |
| Net income attributable to equity holders | 11,688     | 10,975     | 2,951   | 3,103                                                 |  |  |  |
| Earnings per share (in euros)             | 9.57       | 8.58       | 2.44    | 2.51                                                  |  |  |  |

| Balance sheet                           |            |            |            |                           |  |  |
|-----------------------------------------|------------|------------|------------|---------------------------|--|--|
|                                         |            |            |            | Comparative interim from  |  |  |
|                                         | Year       | Year-1     | Interim    | same period in prior year |  |  |
| In millions of €                        | 31/12/2024 | 31/12/2023 | 31/03/2025 | 31/03/2024                |  |  |
| Total assets                            | 2,704,908  | 2,591,499  | 2,802,044  | 2,700,042                 |  |  |
| Debt securities                         | 302,237    | 274,510    | 313,163    | 297,902                   |  |  |
| Of which mid long term Senior Preferred | N/A        | 84,821*    | n.a        | n.a                       |  |  |
| Subordinated debt                       | 32,615     | 25,478     | 32,546     | 27,411                    |  |  |
| Loans and receivables from customers    | 900,141    | 859,200    | 894,201    | 859,213                   |  |  |
| (net)                                   |            |            |            |                           |  |  |
| Deposits from customers                 | 1,034,857  | 988,549    | 1,027,112  | 973,165                   |  |  |
| Shareholders' equity (Group share)      | 128,137    | 123,742    | 130,115    | 125,011                   |  |  |
| Doubtful loans/ gross outstandings**    | 1.6%       | 1.7%       | 1.6%       | 1.7%                      |  |  |
| Common Equity Tier 1 capital (CET1)     |            | 13.2%      | 12.4%      | 13.1%                     |  |  |
| ratio                                   | 12.9%      |            | (CRR3)     |                           |  |  |
| Total Capital Ratio                     |            | 17.3%      | 16.7%      | 17.1%                     |  |  |
|                                         | 17.1%      |            | (CRR3)     |                           |  |  |
| Leverage Ratio                          | 4.6%       | 4.6%       | 4.4%       | 4.4%                      |  |  |

(\*) Regulatory scope

(\*\*) Impaired loans (stage 3) to customers and credit institutions, not netted of guarantees, including on-balance sheet and off-balance sheet and including debt securities measured at amortised costs or at fair value through shareholders' equity reported (excluding insurance) and on gross outstanding loans to customers and credit institutions, on-balance sheet and off-balance sheet and including debt securities measured at amortised costs or at fair value through shareholders' equity (excluding insurance).

### **Most material risk factors pertaining to the guarantor**

**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 Group's results of operations and financial condition

**2.** The BNP Paribas Group's risk management policies, procedures and methods may leave it exposed to unidentified or unanticipated risks, which could lead to material losses

**3.** The BNP Paribas Group may incur significant losses on its trading and investment activities due to market fluctuations and volatility

**4.** The BNP Paribas Group's 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

**5.** Adverse economic and financial conditions have in the past and may in the future significantly affect the BNP Paribas Group and the markets in which it operates

**6.** Laws and regulations in force, 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.

**7.** 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.

# *What are the key risks that are specific to the securities?*

# **Most material risk factors specific to the securities**

There are also risks associated with the Securities, including:

#### **1. Risks related to the structure of the securities:**

The return on the Securities depends on the performance of the Underlying Reference(s) and whether knock-in or knock out features apply. Auto-callable Products include automatic early redemption mechanisms. Depending on the applicable formula, if an automatic early redemption event occurs investors may be exposed to a partial loss of their investment. Investors may be exposed to a partial or total loss of their investment.

# **2. Risks related to the underlying and its disruption and adjustments:**

BNP Paribas Issuance B.V. and BNPP may issue Preference Share Certificates, as more fully described in the "Annex to the Additional Terms and Conditions for Preference Share Certificates". If as a result of the performance of the Preference Share Underlying, the performance of the preference shares is negative, the value of the Preference Share Certificates will be adversely affected. Purchasers of Preference Share Certificates risk losing all or a part of their investment if the value of the preference shares does not move in the anticipated direction.

The Issuer will redeem the Preference Share Certificates in whole at the Early Redemption Amount if, in the determination of the Calculation Agent, an illegality, force majeure, Potential Adjustment Event, Additional Disruption Event, Optional Additional Disruption Event or Extraordinary Event occurs or if the Preference Share Issuer delivers a notice to the Issuer in respect of early redemption of the preference shares. The Early Redemption Amount may be less (and in certain circumstances, significantly less) than investors' initial investment and Holders will not benefit from any appreciation of the preference shares that may occur following such redemption. Holders will also face this risk if the Preference Share Certificates include an auto-call feature which triggers an automatic early redemption of the Preference Share Certificates if the performance of the Preference Share Underlying satisfies certain conditions.

Holders of Preference Share Certificates are exposed to the credit risk of the Preference Share Issuer, as Preference Share Certificates are linked to the performance of the relevant preference shares issued by the Preference Share Issuer. The Preference Share Issuer is not an operating company whose sole business activity is the issue of redeemable preference shares and does not otherwise have any cashflows. As its funds are limited, a deterioration in the creditworthiness of or any misappropriation of funds or other fraudulent action by the Preference Share Issuer (or person acting on its behalf) would have a significant adverse effect on the value of the preference shares, and thus, a significant adverse effect on the value of the Preference Share Certificates.

#### **3. Risks related to the trading markets of the securities:**

The trading price of the Securities may be affected by a number of factors including, but not limited to, the relevant price, value or level of the Underlying Reference(s), the time remaining until the scheduled redemption date of the Securities, the actual or implied volatility associated with the Underlying Reference(s) and the correlation risk of the relevant Underlying Reference(s). The possibility that the value and trading price of the Securities will fluctuate (either positively or negatively) depends on a number of factors, which investors should consider carefully before purchasing or selling Securities.

# **4. Legal risks:**

The terms of the Securities will contain provisions for calling meetings of holders of such Securities to consider matters affecting their interests generally. These provisions permit defined majorities to bind all holders, including holders who did not attend and vote at the relevant meeting and holders who voted in a manner contrary to the majority.

**Section D - Key Information on the offer of securities to the public and/or admission to trading on a regulated market** *Under which conditions and timetable can I invest in this security?*

#### **General terms, conditions and expected timetable of the offer**

The securities will be offered to the public from and including 10 July 2025 to and including 29 August 2025, subject to any early closing or extension of the offer period. Application will be made by the Issuer (or on its behalf) for the Securities to be admitted to trading on the Euro MTF.

#### **Estimate of the total expenses of the issue and/or offer, including estimated expenses charged to the investor by the issuer or the offeror**

No expenses will be charged to the investors by the issuer.

## *Who is the offeror and/or the person asking for admission to trading?*

**Description of the offeror and / or person asking for admission to trading**

Offeror: Mariana Investment Partners

Person asking for admission to trading : BNP Paribas Issuance B.V. (the "Issuer"), Herengracht 595, 1017 CE Amsterdam, the Netherlands (telephone number: +31(0)88 738 0000).

#### *Why is this prospectus being produced?*

#### **Use and estimated net amount of the proceeds**

The net proceeds from the issue of the Securities will become part of the general funds of the Issuer. Such proceeds may be used to maintain positions in options or futures contracts or other hedging instruments.

Estimated net proceeds: Up to GBP 5,000,000

#### **Underwriting agreement**

No underwriting commitment is undertaken by the Offeror

#### **Most material conflicts of interest pertaining to the offer or the admission to trading**

The Manager and its affiliates may also have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and the Guarantor and their respective affiliates in the ordinary course of business.

Various entities within the BNPP Group (including the Issuer and Guarantor) and Affiliates undertake different roles in connection with the Securities, including Issuer of the Securities and Calculation Agent of the Securities and may also engage in trading activities (including hedging activities) relating to the Underlying and other instruments or derivative products based on or relating to the Underlying which may give rise to potential conflicts of interest.

BNP Paribas Financial Markets SNC, which acts as Manager and Calculation Agent is an Affiliate of the Issuer and the Guarantor and potential conflicts of interest may exist between it and holders of the Securities, including with respect to certain determinations and judgments that the Calculation Agent must make. The economic interests of the Issuer and of BNP Paribas Financial Markets SNC as Manager and Calculation Agent are potentially adverse to Holders interests as an investor in the Securities.

Other than as mentioned above, so far as the Issuer is aware, no person involved in the issue of the Securities has an interest material to the offer, including conflicting interests.