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BNP Paribas Capital/Financing Update 2021

Mar 26, 2021

1158_rns_2021-03-26_ff437d25-d145-4204-a7ee-1e158ad78c95.pdf

Capital/Financing Update

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PROHIBITION OF SALES TO EEA 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 EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the 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 UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended (the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of UK domestic law 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 / 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 24 March 2021

BNP PARIBAS

(incorporated in France)

(the Issuer)

Legal entity identifier (LEI): R0MUWSFPU8MPRO8K5P83

Issue of CZK 123,000,000 1.36 % Senior Non Preferred Notes due December 2027 (to be consolidated and form a single series with the existing CZK 117,000,000 1.36 % Senior Non Preferred Notes due December 2027 issued on 9 December 2020)

Series E19394

ISIN Code: FR0014000XZ3

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 sections 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 the Supplements to the Base Prospectus published and approved 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 constitutes 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 and, any Supplement(s) to the Base Prospectus and these Final Terms are available for viewing at 16, boulevard des Italiens, 75009, Paris, France and www.invest.bnpparibas.com and https://ratesglobalmarkets.bnpparibas.com/gm/Public/LegalDocs.aspx 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: 19 March 2021
Series Number: E19394
Tranche Number: 2
3. Specified Currency: Czeck Koruna ("CZK")
4. Aggregate Nominal Amount:
Series: CZK 240,000,000
Tranche: CZK 123,000,000
The Notes will be consolidated and form a single
series with the Issuer's issue of CZK 117,000,000
1.36 % Senior Non Preferred Notes due December
2027 issued on 9 December 2020
5. Issue Price of Tranche: 94.80 per cent. of the Aggregate Nominal Amount
(plus accrued interest from and including the Interest
Commencement Date to but excluding the Issue Date
amounting to CZK 497,193.33)
6. Minimum Trading Size: CZK 3,000,000
7. (i) Specified Denomination: CZK 3,000,000
Calculation Amount: CZK 3,000,000
8. (i) Issue Date: 26 March 2021
Interest Commencement
Date:
9 December 2020
9. (i) Maturity Date: 9 December 2027
(ii) Business Day Convention
for Maturity Date:
Modified Following
10. Form of Notes: Bearer
11. Interest Basis: 1.36 per cent. Fixed Rate per annum
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: Non-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): As per Conditions
Interest Period End
Date(s):
9 December
in each year, from and including 9
December 2021 to and including the Maturity Date
Business Day Convention
for Interest Period End
Date(s):
Modified Following
Interest Payment Date(s): 9 December
in each year, from and including 9
December 2021 to and including the Maturity Date
Business Day Convention
for Interest Payment
Date(s):
Modified Following
Party responsible for
calculating the Rate(s) of
Interest and Interest
Amount(s):
See item 68 below
Margin(s): Not applicable
Minimum Interest Rate: Not applicable
Maximum Interest Rate: Not applicable
Day Count Fraction: 30/360 / unadjusted
Determination Dates: 9 December
in each year,
from and including 9
December 2021 to and including the Maturity Date
Accrual to Redemption: Not applicable
Rate of Interest: Fixed Rate
Coupon Rate: Not applicable
24. Fixed Rate Provisions: Applicable
Fixed Rate(s) of Interest: 1.36 per cent. per annum payable annually in arrear
on each Interest Payment Date
Fixed Coupon Amount(s): CZK 40,800 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. Commodity Linked Interest
Provisions:
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
Prague and TARGET 2 System

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. Inflation Linked Redemption
Amount:
Not applicable
48. Commodity Linked Redemption
Amount:
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
Preferred Notes:
for
Senior
Not applicable
55. Administrator/Benchmark Event: Not applicable
56. Early Redemption Amount(s) Article 45b2(b) BRRD: Not applicable
Final Redemption Amount
57. Provisions applicable to Physical
Delivery:
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):
Prague and TARGET 2 System
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 Securities Services
DISTRIBUTION
69. (i) If syndicated, names of
Managers (specifying Lead
Manager):
Not applicable
Date of Subscription
Agreement:
Not applicable
Stabilisation Manager (if
any):
Not applicable
If non-syndicated, name of
relevant Dealer:
Erste Group Bank AG
70. Total commission and concession: Not applicable
71. U.S. Selling Restrictions: Reg.
S
Compliance
Category
2,
TEFRA
not
applicable
72. Non exempt Offer: Not applicable
73. Prohibition of Sales to EEA and UK
Retail Investors:
Applicable
74. 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.

RESPONSIBILITY

The Issuer accepts responsibility for the information contained in these Final Terms.

Signed on behalf of the Issuer:

By: ____________________________ Duly authorised

PART B – OTHER INFORMATION

1. Listing and Admission to trading

  • (i) Listing and admission to trading: Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on Euronext Paris with effect from/on or around the Issue Date.
  • (ii) Estimate of total expenses related to admission to trading: EUR 2,100

2. Ratings

Ratings: The Notes have not been rated.

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

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

4. Performance of Index / Share / Commodity / Inflation Index / Foreign Exchange Rate / Fund / Reference Entity/Entities / ETI Interest / Formula and Other Information concerning the Underlying Reference

Not applicable

5. Operational Information

(i) ISIN: FR0014000XZ3 after 40 days FR0014002NH8 to be immediately fungible with
(ii) Common Code: 232521414 to be immediately fungible with
227037687 after 40 days
(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 free of payment
(v) Additional Paying Agent(s)
(if any):
Not applicable
(vi) CMU Instrument No.: Not applicable
(vii) CMU Lodging Agent: Not applicable
(viii) CMU Paying Agent: Not applicable

(ix) 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 meeting them the Notes may
then be 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.
(x) Name and address of
Registration Agent:
Not applicable
  • 6. Terms and Conditions of the Non-Exempt Offer Not applicable
  • 7. Intermediaries with a Firm Commitment to Act Not applicable
  • 8. Placing and Underwriting Not applicable

9. Fixed Rate Notes only – Yield

Indication of yield: 2.20 per cent.

As set out above, the yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

  • 10. Floating Rate Notes only – Performance of Rates Not applicable
  • 11. EU Benchmarks Regulation Not applicable