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

  1. 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:

  1. 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"); (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:

  1. 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 non-legislativematerials"), 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 professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA ("UK MiFIR"); 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.

1

Final Terms dated 11 January 2023

BNP PARIBAS

(incorporated in France)

(the Issuer)

Legal entity identifier (LEI): R0MUWSFPU8MPRO8K5P83

Issue of EUR 1,000,000,000 Fixed to Floating Rate Senior Non Preferred Notes due January 2029

ISIN Code: FR001400DCZ6

under the 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.

2

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 1 July 2022 which received approval n° 22-263 from the Autorité des marchés financiers ("AMF") on 1 July 2022 and each supplement 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 constitute a base prospectus for the purposes of Regulation (EU) 2017/1129 (as amended, 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 are

available for viewing athttps://invest.bnpparibas/en/andhttps://rates- globalmarkets.bnpparibas.com/gm/Public/LegalDocs.aspxand, with these Final Terms, on the AMF website (www.amf-france.org) 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:

10 January 2023

Series Number:

19911

Tranche Number:

1

3.

Specified Currency:

Euro ("EUR")

4. Aggregate Nominal Amount:

Series:

EUR 1,000,000,000

Tranche:

EUR 1,000,000,000

5.

Issue Price of Tranche:

99.881 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:

13 January 2023

Interest Commencement

Issue Date

Date:

9.

(i)

Maturity Date:

Interest Payment Date falling on or nearest to 13 January

2029

(ii)

Business Day Convention for

Modified Following

Maturity Date:

10.

Form of Notes:

Bearer

11.

Interest Basis:

4.375 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 EURIBOR + 1.45 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

3

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):

13 January in each year from and including 13 January

2024 to and including the Optional Redemption Date, then

13 April 2028, 13 July 2028, 13 October 2028 and 13

January 2029

Business Day Convention for Interest Period End Date(s):

Interest Payment Date(s):

Business Day Convention for Interest Payment Date(s):

Not applicable (with respect to the Fixed Rate Interest Period)

Modified Following (with respect to the Floating Rate Interest Period)

13 January in each year from and including 13 January 2024 to and including the Optional Redemption Date, then 13 April 2028, 13 July 2028, 13 October 2028 and 13 January 2029

Following (with respect to the Fixed Rate Interest Period)

Modified Following (with respect to the Floating Rate Interest Period)

Party responsible for

Calculation Agent

calculating the Rate(s) of

Interest and Interest

Amount(s):

Margin(s):

+1.45 per cent. per annum (applicable to the Floating

Rate Interest Period)

Minimum Interest Rate:

As per Conditions

Maximum Interest Rate:

Not applicable

Day Count Fraction:

Actual/Actual ICMA unadjusted (applicable to the Fixed

Rate Interest Period)

Actual/360 (applicable to the Floating Rate Interest

Period)

4

Determination Dates:

Accrual to Redemption:

Rate of Interest:

Coupon Rate:

24. Fixed Rate Provisions:

Fixed Rate of Interest:

Fixed Coupon Amount(s):

Broken Amount(s):

  1. Resettable Notes:
  2. Floating Rate Provisions:

Manner in which the Rate of Interest and Interest Amount is to be determined:

Linear Interpolation:

27. Screen Rate Determination:

Reference Rate:

Interest Determination Date(s):

Specified Time:

Relevant Screen Page:

  1. ISDA Determination:
  2. FBF Determination:
  3. Zero Coupon Provisions:
  4. Index Linked Interest Provisions:
  5. Share Linked/ETI Share Linked Interest Provisions:
  6. Inflation Linked Interest Provisions:
  7. Commodity Linked Interest Provisions:
  8. Fund Linked Interest Provisions:
  9. ETI Linked Interest Provisions:
  10. Foreign Exchange (FX) Rate Linked Interest Provisions:
  11. Underlying Interest Rate Linked Interest Provisions:
  12. Additional Business Centre(s) (Condition 3(f) of the Terms and Conditions of the English Law Notes or Condition 3(f) of the Terms and

13 January in each year for the Fixed Rate Interest Period only

Applicable

Fixed Rate to Floating Rate Not applicable

Applicable from and including the Interest Commencement Date to but excluding the Optional Redemption Date (the "Fixed Rate Interest Period")

4.375 per cent. per annum payable annually in arrear on each Interest Payment Date during the Fixed Rate Interest Period

EUR 4,375 per Calculation Amount Not applicable

Not applicable

Applicable from and including the Optional Redemption Date to but excluding the Maturity Date (the "Floating Rate Interest Period")

Screen Rate Determination

Not applicable Applicable - IBOR

3 month EURIBOR

Second TARGET2 Business Day prior to the start of each Floating Rate Interest Period

11:00 am, Brussels time Bloomberg EUR003M Not applicable

Not applicable Not applicable Not applicable Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

TARGET2

5

Pour lire la suite de ce noodl, vous pouvez consulter la version originale ici.

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

BNP Paribas SA published this content on 13 January 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 January 2023 10:39:06 UTC.