Commentary & Deal Flow

Reoffer: 15NC5: MS+140bp / 100 / 4.414% 20.5NC10.5: MS+165bp / 100 / 4.879%
Benchmark: 15NC5: OBL 2.5 16-Apr-31 @ 98.25 / B+153bp 20.5NC10.5: DBR 2.9 15-Feb-36 @ 97.59 / B+168.9bp / HR 97%

15NC5: Final Books > €4.4bn
20.5NC10.5: Final Books > €3.3bn. Peak book > €3.4bn

Launched:
15NC5: €1.25bn @ MS+140bp - Books > €4.1bn
20.5NC10.5: €1bn @ MS+165bp - Books > €3.4bn
IPTs: 15NC5: MS+170bp area 20.5NC10.5: MS+195bp area

• Issuer: BNP Paribas Cardif
• LEI: 969500VRSFWX7S1P2M29
• Issuer Rating: A (S&P)
• Expected Issue Rating: BBB (S&P)
• Size: €1.25bn (15NC5) | €1bn (20.5NC10.5)
• Settlement: 27-May-26 (T+6)
• Maturity:
• • 15NC5: 27-May-41
  • 20.5NC10.5: 27-Nov-46
• First Call Date:
• • 15NC5: 27-May-31 (5Y)
  • 20.5NC10.5: 27-Nov-36 (10.5Y)
• Reoffer:
• • 15NC5: Sprd MS+140bps / Yld 4.414% / Px 100
  • 20.5NC10.5: Sprd MS+165bps / Yld 4.879 / Px 100.00
• Benchmark:
• • 15NC5: OBL 2 ½ 16-Apr-31 (@98.25) + 153bps
  • 20.5NC10.5: DBR 2.9 15-Feb-36 (@97.59) + 168.9bps, HR 97%
• Coupon:
• • 15NC5: 4.414% per annum until the First Reset Date, payable annually in arrear on 27 May in each year, commencing on 27-May-27
  • 20.5NC10.5: 4.875% per annum until the First Reset Date, payable annually in arrear on 27 November in each year, commencing on 27-Nov-26 with a short first coupon
• Issuer Call Option Date:
• • 15NC5: 27-May-31, and every Interest Payment Date thereafter, subject to the Conditions to Redemption and Purchase which includes the Prior Approval of the Relevant Supervisory Authority
  • 20.5NC10.5: 27-Nov-36, and every Interest Payment Date thereafter, subject to the Conditions to Redemption Purchase which includes the Prior Approval of the Relevant Supervisory Authority
• Reset Dates:
• • 15NC5: 27-May-31 the “First Resettable Note Reset Date”, 27-May-36, the “Second Resettable Note Reset Date”
  • 20.5NC10.5: 27-Nov-36, the “First Resettable Note Reset Date” and every fifth anniversary thereafter
• Reset Rate of Interest:
• • 15NC5 (First): A rate per annum equal to the sum of the relevant 5-year Mid-Swap Rate plus the Initial Margin (no step-up)
  • 15NC5 (Second): A rate per annum equal to the sum of the relevant 5-year Mid-Swap Rate plus the Initial Margin, plus a 100bps step-up
  • 20.5NC10.5: A rate per annum equal to the sum of the relevant 5-year Mid-Swap Rate plus the Initial Margin plus a 100bps step-up
• Ranking: Direct, unconditional, unsecured and Ordinary Subordinated Obligations of the Issuer, ranking: 1. pari passu without any preference among themselves and with any other Ordinary Subordinated Obligations of the Issuer outstanding from time to time, so long as they constitute Tier 2 Own Funds of the Issuer and/or the Group; 2. Junior to Unsubordinated Obligations, First Ranking Senior Subordinated Obligations, Senior Subordinated Obligations , Ordinary Subordinated Obligations that no longer constitute Tier 2 Own Funds of the Issuer and any other obligations expressed to rank senior to Ordinary Subordinated Obligations; and 3. Senior to any prêts participatifs granted to the Issuer, Deeply Subordinated Obligations and Equity Securities and any other obligations expressed to rank junior to Ordinary Subordinated Obligations of the Issuer. If the Notes are no longer treated as Tier 2 Own Funds regulatory capital, their rank will, subject to certain conditions, change, and the Notes will become either First Ranking Senior Subordinated Obligations or Senior Subordinated Obligations,
• Mandatory Deferred Interest: On each Interest Payment Date which is a Mandatory Interest Deferral Date. Mandatory Interest Deferral Date shall mean each Interest Payment Date in respect of which a Regulatory Deficiency has occurred and is continuing on such Interest Payment Date, or such interest payment (and, if relevant, any Arrears of Interest) would itself cause a Regulatory Deficiency.
• Deferred Interest: Deferred interest shall constitute Arrears of Interest and becomes payable in full on whichever is the earliest of (i) the next Interest Payment Date which is not a Mandatory Interest Deferral Date (ii) the date of any redemption of the Notes, or (iii) the liquidation/winding-up of the Issuer.
• Early Redemption: The Issuer may redeem the Notes (in whole only) at the Early Redemption Amount for (i) Tax Events (Withholding Tax Event, Gross-Up Event or Tax Deductibility Event), (ii) a Rating Event, (iii) a Capital Disqualification Event, (iv) an Accounting Event, or (v) if the conditions for a Clean-up Call are satisfied (i.e. 75% or more of the aggregate principal amount of Notes issued on the Issue Date are purchased and cancelled). Any such redemption is subject to the Prior Approval of the Relevant Supervisory Authority and to the Conditions to Redemption and Purchase.
• Variation and Substitution: If a Capital Disqualification Event, a Rating Event, an Accounting Event, or a Tax Event occurs, the Issuer may, at any time, without any requirement for the consent or approval of the Noteholders, vary the Conditions or substitute all (and not some only) of the Notes for other Notes, so that the varied Notes or the substituted Notes, as the case may be, become Qualifying Equivalent Securities.
• Conditions to Redemption and Purchase: Any redemption or purchase of the Notes is subject to the conditions that : (a) the Issuer has obtained the Prior Approval of the Relevant Supervisory Authority; (b) no Regulatory Deficiency has occurred and is continuing on the due date for redemption or repurchase and such redemption or purchase would not itself cause a Regulatory Deficiency; and (c) if and to the extent required under the then Applicable Supervisory Regulations in order for the Notes to be treated as “tier two” own funds regulatory capital (or, if different, whatever terminology is employed to denote such concept by the then Applicable Supervisory Regulations) of the Issuer and/or Group for the purposes of the determination of the Issuer’s and/or the Group's regulatory capital, no Insolvent Insurance Affiliate Winding-up has occurred and is continuing on the date due for redemption or purchase. Certain other conditions to redemption apply in accordance with the Applicable Supervisory Regulations.
• No Event of Default: There are no events of default in respect of the Notes
• Denomination: €100,000 + €100,000
• Listing / Docs: Euro MTF / BNP PARIBAS Cardif EMTN Programme dated 15-May-26
• Clearing System: Euroclear France, Euroclear and Clearstream
• Business Day: T2 Business Day
• Form of the Notes: Reg S only, Bearer
• Selling Restrictions: Australia, United States, the European Economic Area (PRIIPs Regulation), France, the United Kingdom, Singapore, Switzerland, Canada, Italy, Belgium, Japan, Hong Kong, PRC.
• Governing Law: French law
• Sole bookrunner: BNP Paribas (B&D)
• JLMs (No Books):
• • 15NC5: BBVA, ING, LLOYDS, SEB, UNICREDIT
  • 20.5NC10.5: BBVA, INTESA, NATIXIS, NORDEA, NYKREDIT
• ISIN:
• • 15NC5: FR0014018PQ0
  • 20.5NC10.5: FR0014018PR8
• Target Market: Manufacturer target market (EEA MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No EU PRIIPs or key information document (KID) or UK disclosure document has been prepared as not available to retail in EEA, the UK or elsewhere. No sales to retail clients in the UK
• Timing: PRICED, TOE 14:18 UKT, FTT 14:35 UKT