BNP Paribas — Capital/Financing Update 2020

Dec 3, 2020

FINAL TERMS

PROHIBITION OF SALES TO EEA AND 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 European Economic Area (the "EEA") or in the United Kingdom (the "UK"). 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, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA or in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.

MiFID II product governance / target market assessment – 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 in item 18 of the Guidelines published by ESMA on 5 February 2018, has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients, each as defined in MiFID II; and (ii) all channels for distribution of the Notes 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.

Final Terms dated 1 December 2020

BNP PARIBAS

(incorporated in France)

(the Issuer)

Legal entity identifier (LEI): R0MUWSFPU8MPRO8K5P83

Issue of EUR 1,500,000,000 Fixed Rate Senior Non Preferred Notes due 3 December 2032

ISIN Code: FR0014000UL9

under the €90,000,000,000

Euro Medium Term Note Programme

(the Programme)

Any person making or intending to make an offer of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or to supplement a prospectus pursuant to Article 23 of the Prospectus Regulation, in each case, in relation to such offer.

PART A – CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the "Conditions") set forth under the section entitled "Terms and Conditions of the French Law Notes" in the Base Prospectus dated 3 July 2020 which received approval n° 20-314 from the Autorité des marchés financiers ("AMF") on 3 July 2020 and any supplements to the Base Prospectus approved and published on or before the date of these Final Terms (copies of which are available as described below) (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 Notes such changes shall have no effect with respect to the Conditions of the Notes to which these Final Terms relate), which together constitute a base prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation") (the "Base Prospectus"). This document constitutes the Final Terms of the Notes described herein for the purposes of the Prospectus Regulation, and must be read in conjunction with the Base Prospectus to obtain all relevant information. The Base Prospectus, any Supplement(s) to the Base Prospectus and these Final Terms are available on the AMF website (www.amf-france.org) and these Final Terms will be available for viewing on the website of Euronext Paris. The Base Prospectus, any Supplement(s) to the Base Prospectus and these Final Terms are available for viewing at www.invest.bnpparibas.com and copies may be obtained free of charge at the specified office of the Principal Paying Agent.

1.	Issuer:		BNP Paribas
2.	(i)	Trade Date:	26 November 2020
	(ii)	Series Number:	19392
		Tranche Number:	1
3.		Specified Currency:	EUR
4.		Aggregate Nominal Amount:
		Series:	EUR 1,500,000,000
		Tranche:	EUR 1,500,000,000
5.		Issue Price of Tranche:	99.908 per cent. of the Aggregate Nominal Amount
6.		Minimum Trading Size:	Not applicable
7.	(i)	Specified Denomination:	EUR 100,000
		Calculation Amount:	EUR 100,000
8.	(i)	Issue Date:	3 December 2020
		Interest Commencement Date:	Issue Date
9.	(i)	Maturity Date:	3 December 2032
	(ii)	Business Day Convention for Maturity Date:	Following
10.	Form of Notes:		Bearer
11.		Interest Basis:	0.625 per cent. Fixed Rate per annum.
			(further particulars specified below)
12.	Coupon Switch:		Not applicable
13.	Redemption/Payment Basis:		Redemption at par
14.	Change of Interest Basis or Redemption/Payment Basis:		Not applicable

15.	Put/Call Options:	Not applicable
16.	Exchange Rate:	Not applicable
17.	Status of the Notes:	Senior Non Preferred Notes
		MREL/TLAC Criteria Event: Not applicable
18.	Knock-in Event:	Not applicable
19.	Knock-out Event:	Not applicable
20.	Method of distribution:	Syndicated
21.	Hybrid Notes:	Not applicable
22.	Tax Gross-Up:	Condition 6(e) (No Gross-Up) of the Terms and Conditions of the French Law Notes not applicable

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

23.	Interest:		Applicable
		Interest Period(s):	Annually
		Interest Period End Date(s):	3 December in each year, starting from and including 3 December 2021 to and including the Maturity Date
		Business Day Convention for Interest Period End Date(s):	Not applicable
		Interest Payment Date(s):	3 December in each year, starting from and including 3 December 2021 to and including the Maturity Date
		Business Day Convention for Interest Payment Date(s):	Following
		Party responsible for calculating the Rate(s) of Interest and Interest Amount(s):	Calculation Agent
		Margin(s):	Not applicable
		Minimum Interest Rate:	Not applicable
		Maximum Interest Rate:	Not applicable
		Day Count Fraction:	Actual/Actual ICMA, unadjusted
		Determination Dates:	3 December in each year
		Accrual to Redemption:	Applicable
		Rate of Interest:	Fixed Rate
		Coupon Rate:	Not applicable
24.		Fixed Rate Provisions:	Applicable
		Fixed Rate of Interest:	0.625 per cent. per annum payable annually in arrear on each Interest Payment Date starting from 3 December 2021
		Fixed Coupon Amount(s):	EUR 625 per Calculation Amount
		Broken Amount(s):	Not applicable

		Resettable Notes:	Not applicable
25.		Floating Rate Provisions:	Not applicable
26.		Screen Rate Determination:	Not applicable
27.		ISDA Determination:	Not applicable
28.		FBF Determination:	Not applicable
29.		Zero Coupon Provisions:	Not applicable
30.		Index Linked Interest Provisions:	Not applicable
31.		Share Linked/ETI Share Linked Interest Provisions:	Not applicable
32.		Inflation Linked Interest Provisions:	Not applicable
33.	Provisions:	Commodity Linked Interest	Not applicable
34.		Fund Linked Interest Provisions:	Not applicable
35.		ETI Linked Interest Provisions:	Not applicable
36.		Foreign Exchange (FX) Rate Linked Interest Provisions:	Not applicable
37.		Underlying Interest Rate Linked Interest Provisions:	Not applicable
38.	may be):	Additional Business Centre(s) (Condition 3(e) of the Terms and Conditions of the English Law Notes or Condition 3(e) of the Terms and Conditions of the French Law Notes, as the case	TARGET2
		PROVISIONS RELATING TO REDEMPTION
39.		Final Redemption:	Calculation Amount x 100 per cent.
40.	Final Payout:		Not applicable
41.		Automatic Early Redemption:	Not applicable
42.		Issuer Call Option:	Not applicable
43.		Noteholder Put Option:	Not applicable
44.	Aggregation:		Not applicable
45.		Index Linked Redemption Amount:	Not applicable
46.		Share Linked/ETI Share Linked Redemption Amount:	Not applicable
47.	Amount:	Inflation Linked Redemption	Not applicable
48.	Amount:	Commodity Linked Redemption	Not applicable
49.		Fund Linked Redemption Amount:	Not applicable
50.		Credit Linked Notes:	Not applicable
51.		ETI Linked Redemption Amount:	Not applicable

52.	Foreign Exchange (FX) Rate Linked Redemption Amount:			Not applicable
53.	Underlying Interest Rate Linked Redemption Amount:				Not applicable
54.	Events of Default for Senior Preferred Notes:				Not applicable
55.		Administrator/Benchmark Event:			Not applicable
56.		Early Redemption Amount(s):			Article 45b2(b) BRRD: Not applicable
					Final Redemption Amount
57.	Delivery:	Provisions applicable to Physical			Not applicable
58.		Variation of Settlement:
		Issuer's option to vary settlement:			The Issuer does not have the option to vary settlement in respect of the Notes.
	Variation of Settlement of Physical Delivery Notes:			Not applicable
59.		CNY Payment Disruption Event:			Not applicable
	GENERAL PROVISIONS APPLICABLE TO THE NOTES
60.		Form of Notes:			Bearer Notes:
		New Global Note:			No
					Dematerialised Notes
					Bearer dematerialised form (au porteur).
61.	Financial Centre(s) or other special provisions relating to Payment Days for the purposes of Condition 4(a):				TARGET2
62.	Talons for future Coupons or Receipts to be attached to definitive Notes (and dates on which such Talons mature):				No
63.	Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made and, if different from those specified in the Temporary Bearer Global Note or Permanent Bearer Global Note, consequences of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment:			Not applicable
64.	Details relating to Notes redeemable in instalments: amount of each instalment, date on which each payment is to be made:			Not applicable
65.	Redenomination, renominalisation and reconventioning provisions:				Not applicable

66. Masse (Condition 12 of the Terms and Conditions of the French Law Notes):

Contractual representation of Noteholders/No Masse shall apply.

67.	Governing law:	French law
-----	----------------	------------

68. Calculation Agent: BNP Paribas

DISTRIBUTION

69.	(i)	If syndicated, names of	Lead Manager
		Managers (specifying Lead Manager):	BNP Paribas
			Joint Lead Managers
			Banco Santander, S.A.
			Commerzbank Aktiengesellschaft
			Erste Group Bank AG
			Intesa Sanpaolo S.p.A.
			Nykredit Bank A/S
			Co-Lead Managers
			Banca Akros S.p.A. – Gruppo Banco BPM
			Coöperatieve Rabobank U.A.
			DNB Bank ASA
			KBC Bank NV
			Landesbank Hessen-Thüringen Girozentrale
			OP Corporate Bank plc
			Raiffeisen Bank International AG
			SMBC Nikko Capital Markets Europe GmbH
		Stabilisation Manager (if any):	BNP Paribas
		If non-syndicated, name of relevant Dealer:	Not applicable
70.		U.S. Selling Restrictions:	Reg. S Compliance Category 2; TEFRA Not applicable
71.		Non exempt Offer:	Not applicable
72.		Prohibition of Sales to EEA and UK Retail Investors:	Applicable
73.	United States Tax Considerations		The Notes are not Specified Securities for the purpose of Section 871(m) of the U.S. Internal Revenue Code of 1986.

PART B – OTHER INFORMATION

1. Listing and Admission to trading

(i) Listing and admission to trading: Application will be made by the Issuer (or on its behalf) for the Notes to be admitted to trading on Euronext Paris with effect on or from the Issue Date (ii) Estimate of total expenses related to admission to trading: EUR 8,825

2. Ratings

Ratings: The Notes to be issued are expected to be rated:

• Baa1 by Moody's Investors Service Ltd. ("Moody's"),

• A- by S&P Global Ratings Europe Limited ("S&P")

• A+ by Fitch France S.A.S. ("Fitch") and

• A (High) by DBRS Ratings Limited ("DBRS").

Moody's and DBRS are established in the United Kingdom. S&P and Fitch are established in the European Union. Each of Moody's, S&P, Fitch and DBRS is registered under Regulation (EC) No. 1060/2009 (as amended).

meeting them the Notes may then be

3. Interests of Natural and Legal Persons Involved in the Issue

Save for the fees payable to the Managers so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.

4. Reasons for the Offer and Estimated Net Proceeds

	(i)	Reasons for the offer:	See "Use of Proceeds" wording in the Base Prospectus.
	(ii)	Estimated net proceeds:	EUR 1,492,620,000
5.		Operational Information
	(i)	ISIN:	FR0014000UL9
	(ii)	Common Code:	226583971
	(iii)	Any clearing system(s) other than Euroclear France, Euroclear and Clearstream, Luxembourg approved by the Issuer and the Principal Paying Agent and the relevant identification number(s):	Not applicable
	(iv)	Delivery:	Delivery against payment
	(v)	Additional Paying Agent(s) (if any):	Not applicable
	(vi)	Intended to be held in a manner which would allow Eurosystem eligibility:	No. Whilst the designation is specified as "no" at the date of these Final Terms, should the Eurosystem eligibility criteria be amended in the future such that the Notes are capable of

deposited with one of the ICSDs as common safe-keeper. Note that this does not necessarily mean that the Notes will then be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem at any time during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.

• (vii) Name and address of Registration Agent: Not applicable
• 6. Fixed Rate Notes only – Yield

Indication of yield: 0.633 per cent. per annum