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BNP Paribas Capital/Financing Update 2021

Jan 27, 2021

1158_rns_2021-01-27_57ca1ea9-4923-4dbb-8670-b1894fcbe28d.pdf

Capital/Financing Update

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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 EEA. Consequently, no key information document required by Regulation (EU) No 1286/2014 (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 (the "UK"). Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("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 PRIIPs Regulation.

UK MiFIR product governance / target market – The Final Terms in respect of any Notes will include a legend entitled "UK MiFIR product governance/target market assessment" which will outline 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 non-legislative materials"), and which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the 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 target market assessment) and determining appropriate distribution channels.

NO PROSPECTUS IS REQUIRED IN ACCORDANCE WITH REGULATION (EU) 2017/1129 FOR THE ISSUE OF NOTES DESCRIBED BELOW.

Final Terms dated 26 January 2021

BNP PARIBAS

(incorporated in France)

(the Issuer)

Legal entity identifier (LEI): R0MUWSFPU8MPRO8K5P83

Issue of EUR 5,000,000 Underlying Interest Rate Linked Interest Notes due January 2033

ISIN Code: FR0014001KC7

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. A summary of the Notes is annexed to these Final Terms. The Base Prospectus and any Supplement(s) to the Base Prospectus and these Final Terms are available for viewing at BNP Paribas 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: 12 January 2021
(ii) Series Number: 19411
(iii) Tranche Number: 1
3. Specified Currency: Euro ("EUR")
4. Aggregate Nominal Amount:
(i) Series: EUR 5,000,000
(ii) Tranche: EUR 5,000,000
5. Issue Price of Tranche: 100 per cent. of the Aggregate Nominal Amount
6. Minimum Trading Size:
7. (i) Specified Denominations: EUR 100,000
(ii) Calculation Amount: EUR 100,000
8. (i) Issue Date : 26 January 2021
(ii) Interest Commencement
Date:
Issue Date
9. (i) Maturity Date: 26 January 2033
(ii) Business Day Convention
for Maturity Date:
Following
10. Form of Notes: Bearer
11. Interest Basis: Underlying Interest Rate Linked Interest
(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 Preferred Notes:
Prior approval of the Relevant Regulator for Senior
Preferred Notes: 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
(i) Interest Period(s): From and including, one Interest Payment Date to, but
excluding, the next following applicable Interest
Payment Date, except that (i) the initial Interest Period
will commence on, and include, the Issue Date and
end on, but exclude, the first Interest Payment Date
falling on 26th January 2022 and (ii) the final Interest
Period will commence on, and include, the Interest
Payment Date immediately preceding the Maturity
Date (or, if earlier, Early Redemption Date) and end
on, but exclude, the Maturity Date (or, if earlier, Early
Redemption Date).
(ii) Interest Period End
Date(s):
26 January in each year, with the first such Interest
Payment Date falling on, and including, 26th January
2022 and the final such Interest Payment Date falling
on, and including, the earlier of the (i) Maturity Date
and (ii) Early Redemption Date.
(iii) Business Day Convention
for Interest Period End
Date(s):
Not applicable
(iv) Interest Payment Date(s): 26 January in each year, with the first such Interest
Payment Date falling on, and including, 26th January
2022 and the final such Interest Payment Date falling
on, and including, the earlier of the (i) Maturity Date
and (ii) Early Redemption Date.
(v) Business Day Convention
for Interest Payment
Date(s):
Following
(vi) Party responsible for
calculating the Rate(s) of
Interest and Interest
Amount(s) :
Calculation Agent
(vii) Margin(s): Not applicable
(viii) Minimum Interest Rate: Not applicable
(ix) Maximum Interest Rate: Not applicable
  • (x) Day Count Fraction: 30/360, unadjusted
  • (xi) Determination Dates: Not applicable
  • (xii) Accrual to Redemption: Applicable
  • (xiii) Rate of Interest: Linked Interest

(xiv) Coupon Rate: FI Target Coupon applicable:

If an Automatic Early Redemption Event has not occurred, the Coupon Rate, as applicable in respect of the Target Final Interest Period shall be the Final Interest Rate.

Where:

"Coupon Rate" means Combination Floater Coupon "Combination Floater Coupon"

"Global Cap" means Not applicable

"Global Floor" means Not applicable

"Local Cap" means Not applicable

"Local Floor" means 0.00 per cent.

"Global Margin" means 0.00 per cent

"n" means 1

"Gearing" means

n Gearing
1 -200%

"FI Rate" means

n FI Rate
1 EUR CMS 2Y swap rate (annually,
30/360) versus 6 months Euribor
(semi-annually, Act/360), as quoted
on the Reuters Screen ICESWAP2
Page (or any successor page) at
11.00 a.m. (Frankfurt time), on each
Underlying
Interest
Determination
Date.

"FI Interest Valuation Date" means each Underlying Interest Determination Date

"Underlying Interest Determination Date" means the day falling two (2) Business Days prior to an Interest Payment Date

24. Fixed Rate Provisions: 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. Additional Business Centre(s)
(Condition 3(e) of the Terms and
Conditions of the English Law
Notes and Condition 3(e) of the
Terms and Conditions of the
French Law Notes):
London in addition to TARGET2
PROVISIONS RELATING TO REDEMPTION
39. Final Redemption Amount: Final Payout.
40. Final Payout: Applicable
SPS Fixed Percentage Securities
Constant Percentage1
Where:
"Constant Percentage1" means 100 per cent.
41. Automatic Early Redemption: Applicable

(i) Automatic Early Redemption Event:

Target Automatic Early Redemption

If on any Automatic Early Redemption Valuation Date, the Cumulative Coupon is equal to or greater than the Automatic Early Redemption Percentage

(ii) Automatic Early Redemption Valuation Time:

(iii) Automatic Early Redemption Payout: Not applicable

Where

"Cumulative Coupon" means, in respect of an Automatic Early Redemption Valuation Date, (a) the sum of the values calculated for each Interest Period preceding the Current Interest Period as the product of (i) the Rate of Interest and (ii) the Day Count Fraction, in each case for such Interest Period plus (b) the product of (i) the Rate of Interest and (ii) the Day Count Fraction, in each case for the Current Interest Period;

"Current Interest Period" means, in respect of an Automatic Early Redemption Valuation Date, the Interest Period during which such Automatic Early Redemption Valuation Date falls;

"Capped" is Applicable and "Guaranteed" is Not Applicable

"Final Interest Rate" means Automatic Early Redemption Percentage less Paid Coupons;

"Paid Coupons" means in respect of an Automatic Early Redemption Valuation Date, the sum of the values calculated for each Interest Period as the product of (i) the Rate of Interest and (ii) the Day Count Fraction, in each case calculated for each Interest Period preceding the Current Interest Period (in the case of an Automatic Early Redemption Valuation Date);

(iv) Automatic Early
Redemption Date(s):
(v)
(A)
Automatic Early
Redemption [Price]
[Level][1]:
The Interest Payment Date immediately following the
occurrence of an Automatic Early Redemption Event
Not applicable
(B) Automatic
Redemption
[Price][Level] 2:
Early Not applicable
(vi) Automatic Early
Redemption Percentage:
1.80 per cent.
(vii) AER Rate: Not applicable
(viii) AER Exit Rate: Not applicable
(ix) Automatic Early
Redemption Valuation
Date(s)/Period(s):
Each Underlying Interest Determination Date
(x) Observation Price Source: Not applicable
(xi) Level: Underlying Reference Not applicable
(xii) SPS AER Valuation: Not applicable
(xiii) AER Event 1 Underlying(s): Not applicable
(xiv) AER Event 2 Underlying(s): Not applicable
(xv) AER Event 1 Basket: Not applicable
(xvi) AER Event 2 Basket: 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. Redemption Amount: Underlying Interest Rate Linked Not applicable
54. Events of
Preferred Notes:
Default
for
Senior Not applicable
55. Administrator/Benchmark Event: Not applicable
56. Early Redemption Amount(s): Final Redemption Amount
57. Delivery: Provisions applicable to Physical Not applicable
58. Variation of Settlement:
(i) Issuer's
option
to
vary
settlement:
The Issuer
does not have the option to vary
settlement in respect of the Notes.
(ii) 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
Temporary Bearer Global Note exchangeable for a
Permanent
Bearer
Global
Note
which
is
exchangeable for definitive Bearer Notes only upon
an Exchange Event.
61. Financial Centre(s) or other special
provisions relating to Payment
Days for the purposes of
Condition 4(a) of the Terms and
Conditions of the English Law
Notes or Condition 4(b) of the
Terms and Conditions of the
French Law Notes, as the case
may be:
Not applicable
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
Masses shall apply.
67. Governing law: French law
68. Calculation Agent: BNP Paribas
DISTRIBUTION
69. (i) If syndicated, names and
addresses of Managers
and underwriting
commitments/quotas
(material features)
(specifying Lead Manager):
Not applicable
(iii) Date
of
Subscription
Agreement:
Not applicable
(iv) Stabilisation
Manager
(if
any):
Not applicable
(v) If non-syndicated, name of
relevant Dealer:
BNP Paribas
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

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 the regulated market of Luxembourg Stock Exchange with effect on or around the Issue Date
  • (ii) Estimate of total expenses related to admission to trading: Not applicable

2. Ratings

Ratings: The Notes have not been rated.

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

"Save for the fees payable to the 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. Reasons for the Offer, Estimated Net Proceeds and Total Expenses

  • (i) Reasons for the offer: See "Use of Proceeds" wording in Base Prospectus
  • (ii) Estimated net proceeds: EUR 5,000,000
  • (iii) Estimated total expenses: See item 1(ii)

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

Past and further performance and volatility of the Underlying Reference Rate can be obtained from Reuters.

6. Operational Information

  • (i) ISIN: FR0014001KC7 (ii) Common Code: 228956074
  • (iii) CFI: DTVUFB
  • (iv) FISN: BNP PARIBAS/VAR MTN 20330126
  • (v) Any clearing system(s) other than Euroclear FranceEuroclear and Clearstream, Luxembourg approved by the Issuer and the Principal Paying Agent and the relevant identification number(s): Not applicable
  • (vi) Delivery: Delivery against payment
  • (vii) Additional Paying Agent(s) (if any):
  • (viii) 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

Not applicable

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.

(ix) Name and address of Registration Agent:

Not applicable