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BNP Paribas Capital/Financing Update 2021

Jan 19, 2021

1158_rns_2021-01-19_8cc79c76-2ce8-4e60-bbe9-aba49e29173e.pdf

Capital/Financing Update

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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.

Final Terms dated 18 January 2021

BNP PARIBAS

(incorporated in France)

(the Issuer)

Legal entity identifier (LEI): R0MUWSFPU8MPRO8K5P83 Issue of NOK 750,000,000 Floating Rate Senior Non Preferred Notes due January 2029 ISIN Code: FR0014001JW7 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.amffrance.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:
11 January 2021
Series Number: 19410
Tranche Number: 1
3. Specified Currency: Norwegian Kroner ("NOK")
4. Aggregate Nominal Amount:
Series: NOK 750,000,000
Tranche: NOK 750,000,000
5. Issue Price of Tranche: 100 per cent. of the Aggregate Nominal Amount
6. Minimum Trading Size: NOK 2,000,000
7. (i) Specified Denomination: NOK 2,000,000
Calculation Amount: NOK 2,000,000
8. (i) Issue Date: 20 January 2021
Interest Commencement
Date:
Issue Date
9. (i) Maturity Date: 20 January 2029
(ii) Business Day Convention
for Maturity Date:
Modified Following
10. Form of Notes: Bearer
11. Interest Basis: 3 month NIBOR + 0.85 per cent. Floating Rate from
and including the Interest Commencement Date to but
excluding the Optional Redemption Date (as defined
below).
3 month NIBOR + 0.85 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:
Not applicable
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): Quarterly
Interest Period End
Date(s):
20 January, 20 April, 20 July and 20 October in each
year from and including 20 April 2021 to and including
the Optional Redemption Date, then 20 April 2028, 20
July 2028, 20 October 2028 and 20 January 2029
Business Day Convention
for Interest Period End
Date(s):
Modified Following
Interest Payment Date(s): 20 January, 20 April, 20 July and 20 October in each
year from and including 20 April 2021 to and including
the Optional Redemption Date, then 20 April 2028, 20
July 2028, 20 October 2028 and 20 January 2029
Business Day Convention
for Interest Payment
Date(s):
Modified Following
Party responsible for
calculating the Rate(s) of
Interest and Interest
Amount(s):
Calculation Agent
Margin(s): + 0.85 per cent. per annum
Minimum Interest Rate: As per Conditions
Maximum Interest Rate: Not applicable
Day Count Fraction: Actual/360
Determination Dates: Not applicable
Accrual to Redemption: Applicable
Rate of Interest: Floating Rate
Coupon Rate: Not applicable
24. Fixed Rate Provisions: Not applicable
25. Floating Rate Provisions: Applicable
Manner in which the Rate
of Interest and Interest
Amount is to be
determined:
Screen Rate Determination
Linear Interpolation: Not applicable
26. Screen Rate Determination: Applicable
Reference Rate: 3 month NIBOR
Interest
Date(s):
Determination Second Oslo business day prior to the start of each
Interest Period
Specified Time: 11:00 am, Oslo time
Relevant Screen Page: NIBOR3M 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):
TARGET2, Oslo
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
Optional Redemption
Date(s):
The Interest Payment Date falling on or about 20
January 2028
Optional Redemption
Valuation Date(s):
Not applicable
Optional Redemption
Amount(s):
Calculation Amount x 100 per cent.
If redeemable in part:
(a) Minimum
Redemption
Amount:
Not applicable
(b) Higher
Redemption
Amount:
Not applicable
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. 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. 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): Article 45b2(b) BRRD: Not applicable
Final Redemption Amount
57. Delivery: Provisions applicable to Physical Not applicable
58. Variation of Settlement:
settlement: Issuer's option to vary 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

27

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, Oslo 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 Managers (specifying Lead Manager): Joint Lead Managers BNP Paribas Nordea Bank Abp Skandinaviska Enskilda Banken AB (publ) Stabilisation Manager (if any): Not applicable 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

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

EUR 6,425

(ii) Estimate of total expenses related to admission to trading:

2. Ratings

Ratings: The Notes to be issued are expected to be rated Aby S&P Global Ratings Europe Limited ("S&P").

S&P is established in the European Union and is registered under Regulation (EC) No. 1060/2009 (as amended).

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: NOK 748,987,500
5. Operational Information
(i) ISIN: FR0014001JW7
(ii) Common Code: 228909963
(iii) Any clearing system(s) Not applicable
  • (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):
  • (iv) Delivery: Delivery free of payment

(v) Additional Paying Agent(s) Not applicable

  • (if any):
  • (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 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
  • 6. Floating Rate Notes only Performance of Rates

Details of the performance of NIBOR rates can be obtained, but not free of charge, from Bloomberg.

7. EU Benchmarks Regulation

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

Applicable: Amounts payable under the Notes are calculated by reference to NIBOR, which is provided by Norske Finansielle Referanser AS.

As at the date of these Final Terms, Norske Finansielle Referanser AS 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).