Commentary & Deal Flow

Launched: 6NC5: €1.5bn @ MS+90bp - Books above €3.8bn at final spread
Spread set at: 6NC5: MS+90bp - Books above €4.5bn
IPTs: 6NC5: MS+115/120bp

• Issuer: BNP Paribas SA
• LEI: R0MUWSFPU8MPRO8K5P83
• ISIN: FR001401AXT9
• Issuer Ratings: A1/A+/AA- (Moody's/S&P/Fitch)
• Expected Issue Ratings: Baa1/A-/A+ (Moody's/S&P/Fitch)
• Rating Split: Issuer: A1/A+/AA- (Moody's/S&P/Fitch), Issue: Baa1/A-/A+ (Moody's/S&P/Fitch)
• Issue: EUR Green Fixed to Floating Rate Senior Non-Preferred Notes (falling within the category of obligations described in Article L.613-30-3-I-4° of the French Monetary and Financial Code)
• Maturity: 16-Sep-32 (6NC5)
• Settlement: 16-Sep-26 (T+5)
• Coupon: [•]%, Annual / ACT/ACT ICMA – Fixed to Floating
• Size: €1.5bn
• Status: The Notes are Senior Non Preferred Obligations and are direct, unconditional, unsecured and senior obligations of the Issuer, and rank and will at all times rank (i) pari passu among themselves and with other Senior Non Preferred Obligations (ii) senior to Eligible Creditors of the Issuer, Ordinarily Subordinated Obligations and any other present or future claims otherwise ranking junior to Senior Non Preferred Obligations and (iii) junior to present and future claims benefiting from preferred exceptions, including Senior Preferred Obligations.
• Interest: [•]%, annual. Non-deferrable, non-cancellable. If not called, from 16-Sep-31 to the Maturity Date, floating rate based on the 3-month Euribor plus [•] basis points. Payable quarterly, non-deferrable, non-cancellable.
• Issuer Call: The Issuer may redeem the Notes in whole at par on 16-Sep-31 subject to prior permission of the Relevant Regulator.
• Early redemption for Taxation Reasons: In case of Withholding Tax Event or Gross-up Event, the Issuer may (but is not obliged to) early redeem the Notes at par plus accrued interest up to but excluding the applicable redemption date, all subject to prior permission of the Relevant Regulator.
• Early redemption upon the occurrence of a MREL/TLAC Disqualification Event: Upon the occurrence of a MREL/TLAC Disqualification Event the Issuer may, at its option, redeem all but not some only of the Notes then outstanding, at par on the date specified in the notice of redemption, together, if applicable, with interest accrued to (but excluding) the date fixed for redemption, subject to prior permission of the Relevant Regulator. "MREL/TLAC Disqualification Event" means the determination by the Issuer, that as a result of a change in French and/or EU laws or regulations becoming effective on or after the Issue Date of the Notes, which change was not reasonably foreseeable by the Issuer as at the Issue, it is likely that all or part of the aggregate outstanding nominal amount of such Series of Notes will be excluded from the eligible liabilities available to meet the MREL/TLAC Requirements.
• Events of Default: None. However, Noteholder may cause the Notes to become due and payable, together with accrued interest, in the event that an order is made or an effective resolution is passed for the liquidation (liquidation judiciaire ou liquidation amiable) of the Issuer.
• Loss Absorption in Resolution: By its acquisition of the Notes, each holder acknowledges, accepts, consents and agrees to be bound by the effect of the exercise of the Bail-in or Loss Absorption Power by the Relevant Resolution Authority. The Issuer is licensed as a credit institution in France and as such subject to the resolution regime introduced by the EU Bank Recovery and Resolution Directive of 15-May-14. This regulation, among others, gives resolution authorities, in case the Issuer is failing or likely to fail, the power to amend the key terms of the Notes (including but not limited to the maturity date or the payment of interest), to write-down the claims of unsecured creditors of a failing credit institution and to convert certain unsecured debt claims (including Notes) to equity. In case of resolution of the Issuer, the claims under Notes could be reduced (including to zero) or converted to equity.
• Waiver of set-off: No Noteholder may at any time exercise or claim (and shall be deemed to have waived) any Set-Off Rights against any right, claim, or liability the Issuer has or may have or acquire against such Noteholder, directly or indirectly, howsoever arising. "Set-Off Rights" means any and all rights of or claims of any Noteholder for deduction, set-off, netting, compensation, retention or counterclaim arising directly or indirectly under or in connection with any such Note.
• Contractual representation of Noteholders: No Masse - Condition 12(a) applicable.
• Use of Proceeds: It is BNPP's intention to apply an amount equivalent to the net proceeds of the issuance to finance or refinance Eligible Green Assets as defined in and further described in the BNP Paribas Green Bond Framework, as amended and supplemented from time to time (the "Green Bond Framework"), which is available on the website of BNPP (https://invest.bnpparibas/en/document/green-bond-framework-may-2025).
• Sole Bookrunner: BNP Paribas (B&D)
• Governing Law: French law
• Target Market: MiFID II professionals/ECP-s only
• Denominations: EUR 100k x 100k
• Documentation/Listing: Issuer EMTN Programme, as supplemented from time to time / Euronext Paris
• Sales Restriction: USA (RegS), UK, France and EEA
• Schedule: Books closed
• Timing: Today's Business