BNP Paribas — Capital/Financing Update 2021

Mar 2, 2021

FINAL TERMS

PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the "EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, 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 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.

UK MiFIR product governance / target market assessment – Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Notes, taking into account the five categories referred to in item 18 of the Guidelines published by ESMA on 5 February 2018 (in accordance with the FCA's policy statement entitled "Brexit our approach to EU nonlegislative materials"), has led to the conclusion that: (i) the target market for the Notes is eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"); 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 manufacturer's target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.

Final Terms dated 1 March 2021

BNP PARIBAS

(incorporated in France)

(the Issuer)

Legal entity identifier (LEI): R0MUWSFPU8MPRO8K5P83

Issue of AUD 250,000,000 Fixed to Floating Rate Senior Non Preferred Notes due September 2027

ISIN Code: FR00140028Z9

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 either of Article 3 of the Prospectus Regulation or Section 85 of the FSMA or to supplement a prospectus pursuant to either of Article 23 of the Prospectus Regulation or Article 23 of the UK 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:	24 February 2021
	(ii)	Series Number:	19446
		Tranche Number:	1
3.		Specified Currency:	Australian Dollar ("AUD")
4.		Aggregate Nominal Amount:
		Series:	AUD 250,000,000
		Tranche:	AUD 250,000,000
5.		Issue Price of Tranche:	100 per cent. of the Aggregate Nominal Amount
6.		Minimum Trading Size:	AUD 200,000
7.	(i)	Specified Denomination:	AUD 200,000
		Calculation Amount:	AUD 200,000
8.	(i)	Issue Date:	3 March 2021
		Interest Commencement Date:	Issue Date
9.	(i)	Maturity Date:	3 September 2027
	(ii)	Business Day Convention for Maturity Date:	Modified Following
10.		Form of Notes:	Bearer
11.	Interest Basis:		1.795 per cent. per annum Fixed Rate from and including the Interest Commencement Date to but excluding the Optional Redemption Date (as defined below).
			3 month Australian Bank Bill Swap Rate + 0.97 per cent. Floating Rate from and including the Optional Redemption Date to but excluding the Maturity Date.
			(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:		The initial Interest Basis shall be Fixed Rate until the Optional Redemption Date.
		The Interest Basis subsequent to the Optional Redemption Date shall be Floating Rate.
		(further particulars specified below)
15.	Put/Call Options:	Issuer Call (further particulars specified below)
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):	As per Conditions
		Interest Period End Date(s):	3 March and 3 September in each year from and including 3 September 2021 to but excluding the Optional Redemption Date, then 3 December 2026, 3 March 2027, 3 June 2027 and 3 September 2027
		Business Day Convention for Interest Period End Date(s):	Not applicable (with respect to the Fixed Rate Interest Period)
			Modified Following (with respect to the Floating Rate Interest Period)
		Interest Payment Date(s):	3 March and 3 September in each year from and including 3 September 2021 to and including the Optional Redemption Date, then 3 December 2026, 3 March 2027, 3 June 2027 and 3 September 2027
		Business Day Convention for Interest Payment Date(s):	Following (with respect to the Fixed Rate Interest Period)
			Modified Following (with respect to the Floating Rate Interest Period)
		Party responsible for calculating the Rate(s) of Interest and Interest Amount(s):	Calculation Agent
		Margin(s):	+ 0.97 per cent. applicable to the Floating Rate Provisions in respect of the Floating Rate Interest Period only
		Minimum Interest Rate:	As per Conditions

		Maximum Interest Rate:	Not applicable
		Day Count Fraction:	Actual/Actual ICMA (applicable to the Fixed Rate Interest Period)
			Actual/365 (Fixed) (applicable to the Floating Rate Interest Period)
		Determination Dates:	3 March and 3 September in each year from and including 3 March 2021 for the Fixed Rate Interest Period only
		Accrual to Redemption:	Applicable
		Rate of Interest:	Fixed Rate to Floating Rate
		Coupon Rate:	Not applicable
24.		Fixed Rate Provisions:	Applicable from and including the Interest Commencement Date to but excluding the Optional Redemption Date (the Fixed Rate Interest Period)
		Fixed Rate of Interest:	1.795 per cent. per annum payable annually in arrear on each Interest Payment Date during the Fixed Rate Interest Period
		Fixed Coupon Amount(s):	AUD 1,795 per Calculation Amount
		Broken Amount(s):	Not applicable
		Resettable Notes:	Not applicable
25.		Floating Rate Provisions:	Applicable from and including the Optional Redemption Date to but excluding the Maturity Date (the Floating Rate Interest Period)
	(i)	Manner in which the Rate of Interest and Interest Amount is to be determined:	Screen Rate Determination
	(ii)	Linear Interpolation:	Not applicable
26.		Screen Rate Determination:	Applicable
	(i)	Reference Rate:	3 month Australian Bank Bill Swap rate (BBSW)
	(ii)	Interest Determination Date(s):	First day of each Floating Rate Interest Period
	(iii)	Specified Time:	10:30 am, Sydney time
	(iv)	Relevant Screen Page	Bloomberg page "BBSW3M Index"
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.	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 may be):			Sydney, London, New York, 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:	Applicable
	(i)		Optional Redemption Date(s):	The Interest Payment Date falling on or about 3 September 2026
	(ii)		Optional Redemption Valuation Date(s):	Not applicable
	(iii)		Optional Redemption Amount(s):	Calculation Amount x 100 per cent.
	(iv)		If redeemable in part:
		(a)	Minimum Redemption Amount:	Not applicable
		(b)	Higher Redemption Amount:	Not applicable
	(v)		Notice period:	Minimum notice period: 30 calendar days
				Maximum notice period: 45 calendar days
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 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.	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):	Sydney, London, New York, 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	Not applicable

65. Redenomination, renominalisation and reconventioning provisions: Not applicable

of each instalment, date on which each payment is to be made:

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 Managers (specifying Lead Manager):	Joint Lead Managers
			BNP Paribas
			Commonwealth Bank of Australia
			National Australia Bank Limited (ABN 12 004 044 937)
			Nomura Financial Products Europe GmbH
			Standard Chartered Bank AG
			Co-Manager
			Australia and New Zealand Banking Group Limited
		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 Retail	Prohibition of Sales to EEA Retail Investors:
	Investors:		Applicable
			Prohibition of Sales to 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.

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 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 5,350
2.	Ratings
	Ratings:		The Notes to be issued are expected to be rated:
			- Baa1 by Moody's France SAS ("Moody's"),
			- A- by S&P Global Ratings Europe Limited ("S&P")

• A+ by Fitch Ratings Ireland Limited ("Fitch") and

• A (High) by DBRS Ratings GmbH ("DBRS Morningstar").

S&P, Fitch and DBRS Morningstar are established in the European Union and are registered under Regulation (EC) No. 1060/2009 (as amended) (the "CRA Regulation"). Moody's is established in the United Kingdom and is registered in accordance with the CRA Regulation as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018.

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:	AUD 249,350,000
5.		Fixed Rate Notes only – Yield
		Indication of yield:	1.795 per cent. per annum up to the Optional Redemption Date
			The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield
6.		Operational Information

(i)	ISIN:	FR00140028Z9
(ii)	Common Code:	230829993
(iii)	Any clearing system(s) other than Euroclear France, Euroclear and Clearstream, Luxembourg	Not applicable

approved by the Issuer and the Principal Paying Agent and the relevant identification number(s):

• (iv) Delivery: Delivery free of payment
• (v) Additional Paying Agent(s) (if any):
• (vi) Intended to be held in a manner which would allow Eurosystem eligibility:

Not applicable

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.

• (vii) Name and address of Registration Agent: Not applicable
• 7. Floating Rate Notes only Performance of Rates

Details of the performance of the Australian Bank Bill Swap rate (BBSW) can be obtained, but not free of charge, from Bloomberg.

8. Benchmarks Regulation

EU Benchmarks Regulation: Article 29(2) statement on benchmarks:

Applicable: Amounts payable under the Notes will, from and including the Optional Redemption Date to but excluding the Maturity Date, be calculated by reference to the 3 month Australian Bank Bill Swap rate (BBSW), which is provided by the ASX Benchmarks Limited.

As at the date of these Final Terms, ASX Benchmarks Limited is included in the register of Administrators and Benchmarks established and maintained by the European Securities and Markets Authority pursuant to article 36 of the Benchmarks Regulation (Regulation (EU) 2016/1011).