1
FINAL VERSION APPROVED BY THE ISSUER
The Issuer accepts responsibility for this unsigned document in PDF format dated on the date mentioned below that is the final version of the Final Terms relating to the Securities described herein.
FINAL TERMS DATED 7 JULY 2026
BNP Paribas Issuance B.V.
(incorporated in The Netherlands)
(as Issuer)
Legal entity identifier (LEI): 7245009UXRIGIRYOBR48
BNP Paribas
(incorporated in France)
(as Guarantor)
Legal entity identifier (LEI): R0MUWSFPU8MPRO8K5P83 Up to 1,000 Certificates relating to the Series 2094 Preference Shares of BNP Paribas Synergy Limited
under the Note, Warrant and Certificate Programme of BNP Paribas Issuance B.V., BNP Paribas and BNP Paribas Fortis Funding The Base Prospectus received approval no. 26-153 on 21 May 2026 Any person making or intending to make an offer of the Securities may only do so:
(i) in those Non-exempt Offer Jurisdictions mentioned in Paragraph 48 of Part A below, provided such person is a Manager or an Authorised Offeror (as such term is defined in the Base Prospectus) and that the offer is made during the Offer Period specified in that paragraph and that any conditions relevant to the use of the Base Prospectus are complied with ; or (ii) otherwise in circumstances in which no obligation arises for the Issuer or any Manager 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.
None of the Issuer, the Guarantor or any Manager has authorised, nor do they authorise, the making of any offer of Securities in any other circumstances. Investors should note that if a supplement to or an updated version of the Base Prospectus referred to below is published at any time during the Offer Period (as defined below), such supplement or updated base prospectus as the case may be, will be publish ed and made available in accordance with the arrangements applied to the original publication of these Final Terms. Any investors who have indicated acceptances of the Offer (as defined below) prior to the date of publication of such supplement or updated version of the Base Prospectus, as the case may be (the " Publication Date "), have the right within three working days of the Publication Date to withdraw their acceptances.
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PART A – CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 21 May 2026, each Supplement to the Base Prospectus published and approved on or before the date of these Final Terms and any other Supplement to the Base Prospectus which may have been published and approved before the issue of any additional amount of Securities (t he "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 Securities such changes shall have no effect with respect to the Conditions of the Securities 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 Securities described herein for the purposes of the Prospectus Regulation and must be read in conjunction with the Base Prospectus to obtain all the relevant information. A summary of the Securities is a nnexed to these Final Terms. The Base Prospectus and, any Supplement(s) to the Base Prospectus and these Final Terms are available for viewing at 20 boulevard des Italiens, 75009 Paris France and https://rates -globalmarkets.bnpparibas.com/gm/Public/LegalDocs.aspx .
References herein to numbered Conditions are to the terms and conditions of the relevant series of Securities and words and expressions defined in such terms and conditions shall bear the same meaning in these Final Terms in so far as they relate to such s eries of Securities, save as where otherwise expressly provided.
These Final Terms relate to the series of Securities as set out in "Specific Provisions for each Series" below.
References herein to " Securities " shall be deemed to be references to the relevant Securities that are the subject of these Final Terms and references to " Security " shall be construed accordingly.
SPECIFIC PROVISIONS FOR EACH SERIES
SERIES
NUMBER NO. OF
SECURITIES
ISSUED ISIN COMMON
CODE CFI FISN
CE1361GAF Up to 1,000 XS3412862040 341286204 DECVRI BNPPIBV/VARI
CTF NKG
20290903 HIS
TRADING
METHOD ISSUE PRICE
PER SECURITY REDEMPTION
DATE
Nominal 100 per cent . of the Notional Amount 3 September
2029
GENERAL PROVISIONS
The following terms apply to each series of Securities:
1. Issuer: BNP Paribas Issuance B.V.
2. Guarantor: BNP Paribas 3. Trade Date: 29 June 2026 4. Issue Date: 2 September 2026 5. Consolidation: Not applicable
3 6. Type of Securities: (i) Certificates (ii) The Securities are Preference Share Certificates .
The provisions of Annex 14 ( Additional Terms and Conditions for Preference Share Certificates ) shall apply.
7. Form of Securities: Clearing System Global Certificate 8. Business Day Centre(s): The applicable Business Day Centre for the purposes of the definition of " Business Day " in Condition 1 is T2.
9. Settlement: Settlement will be by way of cash payment (Cash Settled Securities ).
10. Rounding Convention for Cash Settlement Amount: Not applicable 11. Variation of Settlement:
(a) Issuer's option to vary settlement: The Issuer does not have the option to vary settlement in respect of the Securities.
(b) Variation of Settlement of Physical Delivery Securities: Not applicable 12. Final Payout : Preference Share Certificate Condition 6 applies Payout Switch: Not applicable Aggregation: Not a pplicable 13. Relevant Asset(s): Not applicable 14. Entitlement: Not applicable 15. Exchange Rate /Conversion Rate : Not applicable 16. Settlement Currency: The settlement currency for the payment of the Cash Settlement Amount is Euro ("EUR ").
17. Syndication: The Securities will be distributed on a non -syndicated basis.
18. Minimum Trading Size: 1 Certificate (and multiple of 1 Certificate thereafter)
19. Agent(s):
(i) Principal Security Agent: BNP Paribas Financial Markets S.N.C.
(ii) Security Agent(s): Not applicable 20. Registrar: Not applicable 21. Calculation Agent: BNP Paribas Financial Markets S.N.C.
22. Governing law: English law 23. Masse provisions (Condition 9.4): Not applicable
PRODUCT SPECIFIC PROVISIONS
24. Hybrid Securities: Not applicable 25. Index Securities: Not applicable 26. Share Securities: Not applicable 27. ETI Securities: Not applicable
4 28. Debt Securities: Not applicable 29. Commodity Securities: Not applicable 30. Inflation Index Securities: Not applicable 31. Currency Securities: Not applicable 32. Fund Securities: Not applicable 33. Futures Securities: Not applicable 34. Credit Securities: Not applicable 35. Underlying Interest Rate Securities: Not applicable 36. Preference Share Certificates: Applicable (i) Preference Share: Series 2094 Preference Shares of BNP Paribas Synergy
Limited (ISIN: GB00BVY1NQ22 )
(ii) Preference Share Redemption Valuation Date: 27 August 2029 37. OET Certificates: Not applicable 38. Illegality (Security Condition 7.1) and Force Majeure (Security Condition 7.2): Illegality: redemption in accordance with Security
Condition 7.1(d)
Force Majeure: redemption in accordance with Security
Condition 7.2(b)
39. Additional Disruption Events and Optional Additional Disruption Events: (a) Additional Disruption Events: Not applicable (b) The following Optional Additional Disruption Events apply to the Securities:
Insolvency Filing
(c) Redemption:
Delayed Redemption on Occurrence of an Additional Disruption Event and/or Optional Additional Disruption Event (in the case of Certificates): Not applicable 40. Knock -in Event: Not applicable 41. Knock -out Event: Not applicable
42. EXERCISE, VALUATION AND REDEMPTION
(i) Notional Amount of each Certificate: EUR 1,000 (ii) Partly Paid Certificates: The Certificates are not Partly Paid Certificates.
(iii) Interest: Not applicable
5 (iv) Fixed Rate Provisions: Not applicable (v) Floating Rate Provisions: Not applicable (vi) Linked Interest Certificates: Not applicable (vii) Payment of Premium Amount(s): Not applicable (viii) Index Linked
[Interest/Premium Amount]
Certificates: Not applicable (ix) Share Linked [Interest/Premium Amount] Certificates: Not applicable (x) ETI Linked [Interest/Premium Amount] Certificates: Not applicable (xi) Debt Linked [Interest/Premium Amount] Certificates: Not applicable (xii) Commodity Linked
[Interest/Premium Amount]
Certificates: Not applicable (xiii) Inflation Index Linked
[Interest/Premium Amount]
Certificates: Not applicable (xiv) Currency Linked
[Interest/Premium Amount]
Certificates: Not applicable (xv) Fund Linked [Interest/Premium Amount] Certificates: Not applicable (xvi) Futures Linked
[Interest/Premium Amount]
Certificates: Not applicable (xvii) Underlying Interest Rate Linked Interest Provisions: Not applicable (xviii) Instalment Certificates: The Certificates are not Instalment Certificates (xix) Issuer Call Option: Not applicable (xx) Holder Put Option: Not applicable (xxi) Automatic Early Redemption:
(i) Automatic Early Redemption Event: Not applicable (xxii) Renouncement Notice Cut -off Time: Not applicable (xxiii) Strike Date: Not applicable
6 (xxiv) Strike Price: Not applicable (xxv) Redemption Valuation Date: Not applicable (xxvi) Averaging: Averaging does not apply to the Securities (xxvii) Observation Dates: Not applicable (xxviii) Observation Period: Not applicable (xxix) Settlement Business Day: Not applicable (xxx) Cut-off Date: Not applicable (xxxi) Security Threshold on the Issue Date: Not applicable (xxxii) Identification information of Holders as provided by Condition 29: Not applicable
DISTRIBUTION AND U.S. SALES ELIGIBILITY
43. U.S. Selling Restrictions: Not applicable – the Securities may not be legally or beneficially owned by or transferred to any U.S. person at any time.
44. Additional U.S. Federal income tax considerations: The Securities are not Specified Securities for purposes of Section 871(m) of the U.S. Internal Revenue Code of 1986 46. Registered broker/dealer: Not applicable 47. TEFRA C or TEFRA Not Applicable: TEFRA Not Applicable 48. Non-exempt Offer: Applicable (i) Non-exempt Offer Jurisdictions: Republic of Ireland (ii) Offer Period: The period from and including 7 July 2026 until and including 26 August 2026 (the "Offer End Date "). See further Paragraph 6 of Part B below.
(iii) Financial intermediaries granted specific consent to use the Base Prospectus in accordance with the Conditions in it: The Manager(s) and MMPI LIMITED (the " Initial Authorised Offerors ") being persons to whom the Issuer has given consent, (the Authorised Offerors ) other than pursuant to the Prospectus Regulation. See further Paragraph 6 of Part B below.
(iv) General Consent: Not applicable (v) Other Authorised Offeror Terms: Not applicable
49. Prohibition of Sales:
7 (i) Prohibition of Sales to EEA Retail Investors Not applicable (ii) Prohibition of Sales to Belgian Consumers Not applicable (iii) Prohibitin of Sales to UK retail Investors Not applicable (iv) (iv) Prohibition of Sales to EEA Non Natural Persons (where Securities are held in a retail account): Not applicable (v) (v) Prohibition of Sales to UK Non Natural Persons (where Securities are held in a retail account): Not applicable
PROVISIONS RELATING TO COLLATERAL AND SECURITY
50. Secured Securities other than Notional Value Repack Securities: Not applicable 51. Notional Value Repack Securities: Not applicable
Responsibility
The Issuer accepts responsibility for the information contained in these Final Terms. To the best of the knowledge of the Issuer (who has taken all reasonable care to ensure that such is the case), the information contained herein is in accordance with the facts and does not omit anything likely to affect the import of such information .
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PART B – OTHER INFORMATION
1. Listing and Admission to trading Application has been made to list the Securities on the Official List of the Luxembourg Stock Exchange and to admit the Securities to trading on the Luxembourg Stock Exchange's regulated market on or around the Issue Date.
2. Ratings
Ratings: The Securities have not been rated.
3. Interests of Natural and Legal Persons Involved in the Issue/Offer Save as discussed in the " Potential Conflicts of Interest " paragraph in the " Risks” section in the Base Prospectus, so far as the Issuer is aware, no person involved in the offer of the Securities has an interest material to the offer.
4. Reasons for the Offer, Estimated Net Proceeds and Total Expenses (a) Reasons for the Offer: See " Use of Proceeds " in the Base Prospectus (b) Estimated net proceeds: Up to EUR 1,000,000 (c) Estimated total expenses: GBP 3,600 5. Performance of Underlying/Formula/Other Variable and Other Information concerning the
Underlying Reference
The Certificates relate to the Series 2094 Preference shares of the BNP Paribas Synergy Limited relating to an Index .
The performance of the Preference Shares depends on the performance of the relevant underlying asset(s) or basis of reference to which the Preference Shares are linked (the " Preference Share Underlying ").
The Preference Share U nderlying is the Hang Seng Index . Information on the Preference Share Underlying (including past and further performance and volatility) is published on Reuters page BNPP= GB00BVY1NQ22 .
The Preference Share Value will be published on each Business Day on Reuters page BNPP= GB00BVY1NQ22 .
The Issuer does not intend to provide post -issuance information .
6. Operational Information Relevant Clearing System(s): Euroclear and Clearstream, Luxembourg
9 7. Terms and Conditions of the Public Offer Applicable. MMPI LIMITED (the "Financial Intermediary ") will manage a plan (the "Plan ") which will be offered to the public in the Non -exempt Offer Jurisdiction in accordance with the arrangements listed below. The Financial Intermediary has selected the Certificates as the securities into which the Financial Intermediary will invest on behalf of investors in the Plan. The proceeds invested by investors in the Plan will be used by the Financial Intermediary to purchase the Certificates. It is understood that the performance of the Plan will be related to the performance of the Certificates throughout their term.
Therefore, the amounts payable by the Financial Intermediary on the redemption of the Plan are linked to the amounts paid by the Issuer pursuant to the terms and conditions of the Certificates.
Offer Price: A prospective investor in the Plan should contact the Financial Intermediary for details of the Offer Price.
If any commissions or fees discount relating to the issue and sale of the Certificates have been paid or are payable by the Manager to any intermediary then such intermediary may be obliged to fully disclose to its clients the existence, nature and amount of any such commissions or fees (including, if applicable, by way of discount) as required in accordance with laws and regulations applicable to such intermediary, including any legislation regulation and/or rule implementing the Markets in Financial Instr uments Directive (2004/39/EC) ("MiFID "), or as otherwise may apply in any non-EEA jurisdictions. Potential investors in these Certificates intending to purchase Certificates through an intermediary (including by way of introducing broker) should request details of any such commission or fee p ayment from such intermediary before making any purchase thereof.
Conditions to which the offer is subject: Offers of the Plan in its current form by the Financial Intermediary are conditional on the issue of the Certificates by the Issuer and subject to the contractual arrangements in place between the Manager and Financial Intermediary.
The Issuer reserves the right to not issue the Certificates at any time on or prior to the Issue Date. As between the Manager and its customers (including the Financial Intermediary) offers of the Certificates are further subject to such conditions as may be agreed between them and/or as are specified in any arrangements in
10 place between them. As between the Financial Intermediary and its customers, offers of a beneficial interest in the Certificates pursuant to the Plan are further subject to such conditions as may be agreed between them and/or as are specified in any arrang ements in place between them. The Issuer will not be a party to any such arrangements with prospective investors (other than the Manager) in connection with the offer or sale of the Certificates or beneficial interests in the Certificates through the Plan and accordingly the Base Prospectus and these Final Terms will not contain such information and an Investor must obtain such information from the Financial Intermediary.
The Issuer reserves the right to modify the total nominal amount of the Certificates to which investors can subscribe, curtail the offer of the Securities or withdraw the offer of the Securities and/or, if the Securities have not yet been issued, cancel th e issuance of the Securities for any reason at any time on or prior to the Offer End Date (as defined above ) and advise the Financial Intermediary accordingly. For the avoidance of doubt, if any application has been made by a potential investor and the Iss uer exercises such a right to withdraw the offer, each such potential investor shall not be entitled to subscribe or otherwise acquire the Securities.
Any offer of the Plan by the Financial Intermediary will be made in its own name and on its own behalf and not as an agent of the Issuer, the Guarantor or the Manager and only the Financial Intermediary will be liable for the offer in the Non-exempt Offer Jurisdiction . None of the Issuer, Guarantor or Manager accepts any liability for the offer or sale by the Financial Intermediary of an investment in the Plan to investors in the Non-exempt Offer Jurisdiction .
Description of the application process: A prospective investor in the Plan should, prior to the end of the Offer Period (as defined above), contact the Financial Intermediary for details of the application process to purchase an interest in
11 the Plan during the Offer Period. A prospective investor in the Plan will invest in accordance with the arrangements existing between the Financial Intermediary and its customers relating to a subscription of products generally.
Prospective investors wil l not enter into any contractual arrangements directly with the Issuer, Guarantor or the Manager related to the subscription for the Certificates. If an investor in any jurisdiction other than the Non-exempt Offer Jurisdiction wishes to purchase Certific ates or to make an investment in the Plan, such investor should (a) be aware that sales in the relevant jurisdiction may not be permitted; and (b) contact its financial advisor, bank or financial intermediary for more information.
These Final Terms may only be used in connection with and within the terms of this offer. The Final Terms do not authorise, and may not be used by the Financial Intermediary or any other party in connection with, the subsequent offer or sale of any Certifi cates outside the terms of the offer or the Offer Period.
With the exception of the Non-exempt Offer Jurisdiction no action has been or will be taken in any jurisdiction by the Issuer, Guarantor or the Manager that would permit a public offering of the Certificates, or possession or distribution of any offering material in connection with the issue of the Certificates in any country or jurisdiction where action for that purposes is required. The Financial Intermediary must comply with all applicable laws and regulations in the Non-exempt Offer Jurisdiction in connection with the offer and sale of Certificates at its own expense.
Details of the minimum and/or maximum amount of application: A prospective investor in the Plan should contact the Financial Intermediary for details of any minimum and/or maximum amount of the individual applications for an interest in the Plan.
Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants: A prospective investor in the Plan should contact the Financial Intermediary regarding the possibility of reducing their subscriptions during the Offer Period and the manner for refunding any excess amount paid.
12 Details of the method and time limits for paying up and delivering the Securities: A prospective investor in the Plan should contact the Financial Intermediary for details of the method and time limits for paying up and delivering an interest in the Plan.
Manner in and date on which results of the offer are to be made public: The final amount of Certificates to be issued will be determined based on market demand for an investment in the Plan during the Offer Period and will be published on the Luxembourg Stock Exchange's website (www.bourse.lu) and at the registered office of the Issuer and Guarantor on or prior to the Issue Date.
Procedure for exercise of any right of pre -
emption, negotiability of subscription rights and treatment of subscription rights not exercised: A prospective investor in the Plan should contact the Financial Intermediary for details of any right of pre -emption, negotiability of subscription rights and treatment of subscription rights not exercised.
Process for notification to applicants of the amount allotted and indication whether dealing may begin before notification is made: Prospective investors in the Plan will be notified by the Financial Intermediary in accordance with the arrangements in place between the Financial Intermediary and its customers. For the avoidance of doubt no dealings in the Certificates may take place pr ior to the Issue Date.
Amount of any expenses and taxes specifically charged to the subscriber or purchaser: Prospective investors in the Plan should contact the Financial Intermediary for details of any expenses and taxes that would be specifically charged in relation to any subscription of an interest in the Plan.
13 8. Placing and Underwriting Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place: MMPI LIMITED , 101 Morehampton Rd, Dublin 4, Ireland D04 T0C2 Name and address of the co -ordinator(s) of the global offer and of single parts of the offer: Not applicable Name and address of any paying agents and depository agents in each country (in addition to the Principal Security Agent): Prospective investors in the Plan should contact the Financial Intermediary for details of any additional paying agents or depository agents involved in the offer of the Plan.
Entities agreeing to underwrite the issue on a firm commitment basis, and entities agreeing to place the issue without a firm commitment or under "best efforts" arrangements: No underwriting commitment is undertaken by the Manager or the Financial Intermediary.
When the underwriting agreement has been or will be reached: Not applicable Issuer is only offering to and selling to the Manager pursuant to and in accordance with terms agreed with the Manager. All sales to persons other than the Manager will be made by the Manager or person to whom it sells and/or otherwise makes arrangements w ith including the Financial Intermediary. The Issuer shall not be liable for any offers, sales or purchases of Certificates or beneficial interests in the Certificates pursuant to the Plan to persons (other than in respect of offers and sales to and purcha sers of Certificates by the Manager and only then pursuant to the terms agreed with the Manager), which are made by the Manager or the Financial Intermediary in accordance with the arrangements in place between any such Manager or the Financial Intermediar y and its customers.
The Manager has acknowledged and agreed and the Financial Intermediary will be required by the Manager to acknowledge and agree that for the purpose of offer(s) of the Certificates, the Issuer will not allow the Certificates to be publicly offered in any o ther European Economic Area Member State; accordingly the Certificates may only be publicly offered in the Non-exempt Offer Jurisdiction or offered to qualified investors (as defined in the Prospectus Regulation ) in any other European Economic Area Member States and that all offers of Certificates by it will be made only in accordance with the selling restrictions set forth in the Base Prospectus and the provisions of these Final Terms and in compliance with all applicable laws and regulations.
14 9. EU Benchmark Regulation EU Benchmarks Regulation: Article 29(2) statement on benchmarks:
Applicable: Amounts payable under the Certificates are calculated by reference to the Hang Seng Index , which are provided by Hang Seng Indices Company Limited & Hang Seng Data Services Limited .
As at the date of these Final Terms, Hang Seng Indices Company Limited & Hang Seng Data Services Limited appears on the register of Administrators and Benchmarks (the " EU BMR Register ") established and maintained by the European Securities and Markets Authority ("ESMA ") pursuant to article 36 of the Benchmarks Regulation (Regulation (EU) 2016/1011, as amended) (the " EU Benchmarks Regulation ").
Summary
Section A - Introduction and Warnings
Warnings
This summary should be read as an introduction to the Base Prospectus and the applicable Final Terms.
Any decision to invest in any Securities should be based on a consideration of the Base Prospectus as a whole, including any documents incorporated by reference and the applicable Final Terms.
Investors may be exposed to a partial or total loss of their investment.
Where a claim relating to information contained in the Base Prospectus and the applicable Final Terms is brought before a cou rt in a Member State of the European Economic Area, the plaintiff may, under the national legislation of the Member State where the claim is brought, be required to bear the costs of translating the Base Prospectus and the applicable Final Terms before the legal proceedings are initiated.
Civil liability in any such Member State attaches to the Issuer or the Guarantor solely on the basis of this summary, includi ng any translation hereof, but only if it is misleading, inaccurate or inconsistent when read together with the other parts of the Base Prospectus and the applicable Final Terms or it does not provide, when read together with the other parts of the Base Prospectus and the applicable Final Terms, key information in order to aid investor s when considering whether to invest in the Securi ties.
You are about to purchase a product that is not simple and may be difficult to understand.
Name and international securities identification number (ISIN) of the securities
3 Years BNP Paribas Synergy Certificates linked to Preference shares - The securities are Certificates. International Securities Identification Number (" ISIN"):
XS3412862040 .
Identity and contact details of the issuer
BNP Paribas Issuance B.V. (the " Issuer "), Herengracht 595, 1017 CE Amsterdam, the Netherlands (telephone number: +31(0)88 738 0000). The legal entity identifier of the Issuer is 7245009UXRIGIRYOBR48.
Identity and contact details of the offeror and / or person asking for admission to trading
Offeror: MMPI Limited Person asking for admission to trading : BNP Paribas Issuance B.V. (the “ Issuer ”), Herengracht 595, 1017 CE Amsterdam, the Netherlands (telephone number: +31(0)88 738 0000).
Identity and contact details of the competent authority approving the prospectus
Autorité des Marchés Financiers (" AMF "), 17, place de la Bourse, 75082 Paris Cedex 02, France - +33(0)1 53 45 60 00 - www.amf -france.org
Date of approval of the prospectus
The Base Prospectus has been approved on 21 May 2026 under the approval number 2 6-153 by the AMF ("BP AMF Certificates "), as supplemented from time to time.
Section B - Key information on the issuer
Who is the issuer of the securities?
Domicile / legal form / LEI / law under which the issuer operates / country of incorporation
BNPP B.V. was incorporated in the Netherlands as a private company with limited liability under Dutch law having its register ed office at Parnassusweg 789, 1082 LZ Amsterdam, the Netherlands. Legal entity identifier (LEI): 7245009UXRIGIRYOBR48.
BNPP B.V.'s long term credit rating is A+ with a stable outlook (S&P Global Ratings Europe Limited) and BNPP B.V.'s short ter m credit rating is A -1 (S&P Global Ratings Europe Limited).
Principal activities
The principal activity of the Issuer is to issue and/or acquire financial instruments of any nature and to enter into related agreements for the account of various entities within the BNPP Group.
The assets of BNPP B.V. consist of the obligations of other BNPP Group entities. Holders of securities issued by BNPP B.V. wi ll, subject to the provisions of the Guarantee issued by BNPP, be exposed to the ability of BNPP Group entities to perform their ob ligations towards BNPP B.V.
Major shareholders
BNP Paribas holds 100 per cent. of the share capital of BNPP B.V.
Identity of the issuer's key managing directors
The Managing Directors of BNP Paribas Issuance B.V. are Edwin Herskovic/Cyril Le Merrer/Folkert van Asma/Hugo Peek/Matthew Ya ndle.
Identity of the issuer's statutory auditors
Deloitte Accountants B.V. are the auditors of the Issuer. Deloitte Accountants B.V. is an independent registered audit firm in the Netherlands. The relevant auditors of Deloitte Accountants B.V. who have signed the independent auditor’s reports incorporated by reference into the Base Prospectu s are members of the Royal Netherlands Institute of Chartered Accountants ( Koninklijke Nederlandse Beroepsorganisatie van Accountants ).
What is the key financial information regarding the issuer?
Key financial information
Income statement
Year Year -1 In € 31/12/2025 31/12/2024 Operating profit/loss 224,204 167,327
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Balance sheet
Year Year -1 In € 31/12/2025 31/12/2024 Net financial debt (long term debt plus short term debt minus cash) 164,334,371,318 124,228,254,057 Current ratio (current assets/current liabilities) 1.0 1.0 Debt to equity ratio (total liabilities/total shareholder equity) 29,275 22,860 Interest cover ratio (operating income/interest expense) n.a n.a Cash flow statement Year Year -1 In € 31/12/2025 31/12/2024 Net Cash flows from operating activities -2,184,469 -471,573 Net Cash flows from financing activities 0 4,500,000 Net Cash flow from investing activities 0 0
Qualifications in the audit report
Not applicable, there are no qualifications in any audit report on the historical financial information included in the Base Prospectus.
What are the key risks that are specific to the issuer?
Not applicable. BNPP B.V. is an operating company. The creditworthiness of BNPP B.V. depends on the creditworthiness of BNPP.
Section C - Key Information on the securities
What are the main features of the securities?
Type, class and ISIN
3 Years BNP Paribas Synergy Certificates linked to Preference shares - The securities are Certificates. International Securities Identification Number (" ISIN"):
XS3412862040 .
Currency / denomination / par value / number of securities issued / term of the securities
The currency of the Securities is Euro (" EUR "). The Securities have a par value of EUR 1,000 . Up to 1,000 Securities will be issued. The Securities will be redeemed on 3 September 2029 .
Rights attached to the securities
Negative pledge - The terms of the Securities will not contain a negative pledge provision.
Events of Default - The terms of the Securities will not contain events of default.
Governing law - The Securities are governed by English law.
This certificate provides a return which depends on the performance over the lifetime of the certificate of an underlying red eemable preference share issued by BNP Paribas Synergy Limited the value of which is in turn linked to the performance of an underl ying share and/or index or basket of shares and/or indices. The description below is therefore based on the expected value of such preference share however the real return will depend on the actual val ue of the preference share.
The objective of this product is to provide you with a return based on the performance of an underlying index. The product ma y also pay Ratchet under predefined conditions in accordance with the Ratchet provisions below.
On the Redemption Date you will receive in respect of each certificate, in addition to any final payment of a Ratchet :
1. If the Final Reference Price is greater than or equal to 100% of the Initial Reference Price: a payment in cash of the Notional Amount.
2. If the Final Reference Price is less than 100% of the Initial Reference Price: a payment in cash equal to the Notional Amount decreased by the Performance of the Underlying . In this case you will suffer a partial or total loss of the Notional Amount.
Ratchet: A conditional Ratchet is due for payment at the relevant Conditional Ratchet Rate each time the following condition ( Ratchet Condition) is met: if, on a Ratchet Valuation Date, the closing price of the Underlying is greater than or equal to the relevant Conditional Ratchet Barrier. Otherwise, the Ratchet is missed but not lost definitely. All missed Ratchet will accumulate and become payable only if the Ratchet Condition is subsequently satisfied.
All due conditional Ratched will be paid at the Redemption Date.
Where:
The Performance of an Underlying is the difference between its Final Reference Price and its Initial Reference Price, divided by its Initial Reference Price, expressed in absolute value.
The Initial Reference Price is the closing price of the Underlying on the Strike Date.
The Final Reference Price is the closing price of the Underlying on the Redemption Valuation Date.
Strike Date 26 August 2026 Issue Price 100% Issue Date 2 September 2026 Product Currency EUR Redemption Valuation Date 27 August 2029 Notional Amount (per certificate) EUR 1,000 Redemption Date (maturity) 3 September 2029
Ratchet Valuation Date(s) 26 August 2027, 28 August 2028, and 27 August 2029 Conditional Ratched Barrier(s) 90% of the Initial Reference Price Conditional Ratchet Rate(s) 8.50% of the Notional Amount
Underlying Bloomberg Code
HANG SENG INDEX HSI
Meetings - The terms of the Securities will contain provisions for calling meetings of holders of such Securities to consider matters af fecting their interests generally.
These provisions permit defined majorities to bind all holders, including holders who did not attend and vote at the relevant meeting and holders who voted in a manner contrary to the majority.
Representative of holders - No representative of the Holders has been appointed by the Issuer.
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Seniority of the securities
The Securities are unsubordinated and unsecured obligations of the Issuer and rank pari passu among themselves.
Restrictions on the free transferability of the securities
There are no restrictions on the free transferability of the Securities.
Dividend or payout policy
Not Applicable
Where will the securities be traded?
Admission to trading
Application will be made by the Issuer (or on its behalf) for the Securities to be admitted to trading on the Luxembourg Stock Exchange (Regulated Market).
Is there a guarantee attached to the securities?
Nature and scope of the guarantee
The obligations under the guarantee are senior preferred obligations (within the meaning of Article L.613 -30-3-I-3° of the French Code monétaire et financier) and unsecured obligations of BNPP and will rank pari passu with all its other present and future senior preferred and unsecured obligations subject to such exceptions as may from time to time be mandatory under French law.
In the event of a bail -in of BNPP but not BNPP B.V., the obligations and/or amounts owed by BNPP under the guarantee shall be reduced to reflect any such modification or reduction applied to liabilities of BNPP resulting from the application of a bail -in of BNPP by any relevant regulator (including in a situation where the Guarantee itself is not the subject of such bail -in).
The Guarantor unconditionally and irrevocably guarantees to each Holder that, if for any reason BNPP B.V. does not pay any su m payable by it or perform any other obligation in respect of any Securities on the date specified for such payment or performance the Guarantor will, in accordance with the Conditions pay that sum in the currency in which such payment is due in immediately available funds or, as the case may be, perform or procure the performan ce of the relevant obligation on the due date for such pe rformance.
Description of the guarantor
The Securities will be unconditionally and irrevocably guaranteed by BNP Paribas (" BNPP " or the " Guarantor ") pursuant to an English law deed of guarantee executed by BNPP 2 1 May 202 6 (the " Guarantee ").
The Guarantor was incorporated in France as a société anonyme under French law and licensed as a bank having its head office at 16, boulevard des Italiens - 75009 Paris, France. Legal entity identifier (LEI): R0MUWSFPU8MPRO8K5P83.
BNPP's long -term credit ratings are A+ with a stable outlook (S&P Global Ratings Europe Limited), A1 with a stable outlook (Moody's Deuts chland GmbH), and AA- with a stable outlook (Fitch Ratings Ireland Limited) (which is the long -term rating assigned to BNPP’s senior preferred debt by Fitch) and BNPP's short -term credit ratings are A -1 (S&P Global Ratings Europe Limited), P -1 (Moody's Deutschland GmbH), F1+ (Fitch Ratings Ireland Limited.) .
BNP Paribas SA is the parent company of the BNP Paribas Group (together the " BNPP Group ").
BNP Paribas’ organisation is based on three operating divisions: Corporate & Institutional Banking (CIB), Commercial, Personal Ba nking & Services (CPBS) and Investment & Protection Services (IPS).
Corporate and Institutional Banking (CIB) : Global Banking, Global Markets and Securities Services.
Commercial, Personal Banking & Services (CPBS):
- Commercial & Personal banking in the Euro -zone : Commercial & Personal Banking in France (CPBF), BNL banca commerciale (BNL bc), Commercial & Personal Banking in Italy, Commercial & Personal Banking in Belgium (CPBB) and Commercial & Personal Banking in Luxembourg (CPBL).
- Commercial & Personal Banking outside the Euro -zone, organised around : Europe -Mediterranean, covering Commercial & Personal Banking outside the Euro -zone, in particular in Central and Eastern Europe, Türkiye and Africa.
- Specialised Businesses : BNP Paribas Personal Finance, Arval and BNP Paribas Leasing Solutions, new digital businesses (in particular Nickel, Floa, Lyf) and BNP Paribas Personal Investors.
Investment & Protection Services (IPS): Insurance (BNP Paribas Cardif), BNP Paribas Wealth Management, BNP Paribas Asset Management (strengthened in 2025 by the integration of AXA Investment Managers), BNP Paribas Real Estate and IPS Investments (management of the BNP Paribas Group ’s portfolio o f unlisted and listed industrial and commercial investments).
As at 31 December 2025, the main shareholders were Société Fédérale de Participations et d'Investissement (" SFPI ") a public -interest société anonyme (public limited company) acting on behalf of the Belgian government state holding 5.7% of the share capital, BlackRock Inc. holding 7.1% of t he share capital and Grand Duchy of Luxembourg holding 1.2% of the share capit al.
Key financial information for the purpose of assessing the guarantor's ability to fulfil its commitments under the guarantee
Since 1 January 2023, BNP Paribas Group’s insurance entities have applied IFRS 17 « Insurance Contracts » and IFRS 9 « Financ ial Instruments », deferred for these entities until IFRS 17 comes into force.
Income statement
Year Year -1 Interim Comparative interim from same period in prior year In millions of € 31/12/2025 31/12/2024 31/03/2026 31/03/2025 Revenues 51,223 48,831 14,056 12,960 Cost of risk -3,350 -2,999 -922 -766 Other net losses for risk Costs of legal risks on financial instruments -203 -202 -245 -15 Operating Income 16,296 15,437 4,179 3,922 Net Income attributable to equity holders 12,225 11,688 3,217 2,951 Earnings per share (in €) 10.29 9.57 2.73 2.44
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Balance sheet
Year Year -1 Interim Comparative interim from same period in prior year In millions of € 31/12/2025 31/12/2024 31/03/2026 31/03/2025 Total assets 2,792,981 2,704,908 2,931,529 2,802,044 Debt securities 302,391 302,237 311,766 313,163 Of which mid long term Senior Preferred 137,649* 119,370* n.a. n.a Subordinated debt 35,289 32,615 33,988 32,546 Loans and receivables from customers (net) 897,358 900,141 915,780 894,201 Deposits from customers 1,075,564 1,034,857 1,093,160 1,027,112 Shareholders' equity (Group share) 125,513 128,137 129,979 130,115 Doubtful loans/ gross outstandings** 1.6% 1.6% 1.6% 1.6% Common Equity Tier 1 capital (CET1) ratio 12.6% 12.9% 12.8% (CRR3) 12.4% (CRR3) Total Capital Ratio 17.0% 17.1% 17.3% (CRR3) 16.7% (CRR3) Leverage Ratio 4.5% 4.6% 4.4% 4.4% (*) Regulatory scope .
(**) Impaired loans (stage 3) to customer s and credit institutions, not netted of guarantees, on -balance sheet and off -balance sheet and including debt securities measured at amortised costs or at fair value through shareholders' equity reported (excluding insurance) and on gross outstanding loans to customers and credit institutio ns, on -balance sheet and off -balance sheet and including deb t securities measured at amortised costs or at fair value through shareholders' equity (excluding insu rance) and including the effects of IFRS 5 standard application in relation to Non current assets held for sale.
Most material risk factors pertaining to the guarantor
1. A substantial increase in new provisions or a shortfall in the level of previously recorded provisions exposed to credit risk and counterparty risk could adversely affect the BNP Paribas Group’s results of operations and financial condition 2. The BNP Paribas Group’s risk management policies, procedures and methods may leave it exposed to unidentified or unanticipate d risks, which could lead to material
losses
3. The BNP Paribas Group may incur significant losses on its trading and investment activities due to market fluctuations and vo latility 4. The BNP Paribas Group’s access to and cost of funding could be adversely affected by a resurgence of financial crises, worsen ing economic conditions, rating downgrades, increases in sovereign credit spreads or other factors 5. Adverse economic and financial conditions have in the past and may in the future significantly affect the BNP Paribas Group a nd the markets in which it operates 6. Laws and regulations in force, as well as current and future legislative and regulatory developments, may significantly impac t the BNP Paribas Group and the financial and economic environment in which it operates.
7. Should the BNP Paribas Group fail to implement its strategic objectives or to achieve its published financial objectives, or should its results not follow stated expected trends, the trading price of its securities could be adversely affected.
What are the key risks that are specific to the securities?
Most material risk factors specific to the securities
There are also risks associated with the Securities, including:
1. Risks related to the structure of the securities:
The return on the securities depends on the performance of the Underlying Reference(s) and investors may be exposed to a part ial or total loss of their investment 2. Risks related to the underlying and its disruption and adjustments:
BNPP B.V. and BNPP may issue Preference Share Certificates, as more fully described in the "Annex to the Additional Terms and Conditions for Preference Share Certificates". If as a result of the performance of the Preference Share Underlying, the performan ce of the preference shares is negative, the value of the Preference Share Certificates will be adversely affected. Purchasers of Preference Share Certificates risk losing all or a part of their investment if the value of the preference shares does not mov e in the anticipated direction.
The Issuer will redeem the Preference Share Certificates in whole at the Early Redemption Amount if, in the determination of the Calculation Agent, an illegality, force majeure, Potential Adjustment Event, Additional Disruption Event, Optional Additional D isruption Event or Extraordinary Event occurs or if the Preference Share Issuer delivers a notice to the Issuer in respect of early redemption of the preference shares. The Early Redemption Amount may be l ess (and in certain circumstances, significantly less) than investors' initial investment and Holders will not benefit from any appreciation of the preference s hares that may occur following such redemption.
Holders will also face this risk if the Preference Share Certificat es include an auto -call feature which triggers an automatic early redemption of the Preference Share Certificates if the performance of the Preference Share Underlying satisfies certain conditions.
Holders of Preference Share Certificates are exposed to th e credit risk of the Preference Share Issuer, as Preference Share Certificates are linked to the performance of the relevant preference shares issued by the Preference Share Issuer. The Preference Share Issuer is not an operating comp any whose sole busines s activity is the issue of redeemable preference shares and does not otherwise have any cashflows. As its funds are limited, a deterioration in the creditworthiness of or any misappropriation of funds or other fraudulent action by the Preference Share Issu er (or person acting on its behalf) would have a significant adverse effect on the value of the preference shares, and thus, a significant adverse effect on the value of the Preference Share Certificates.
3. Risks related to the trading markets of the securities:
The trading price of the Securities may be affected by a number of factors including, but not limited to, the relevant price, value or level of the Underlying Reference(s), the time remaining until the scheduled redemption date of the Securities, the actua l or implied volatility associated with the Underlying Reference(s) and the correlation risk of the relevant Underlying Reference(s). The possibility that the value and trading price of the Securities will fluctua te (either positively or negatively) depend s on a number of factors, which investors should consider carefully before purchasing or selling Securities.
4. Legal risks:
The terms of the Securities will contain provisions for calling meetings of holders of such Securities to consider matters af fecting their interests generally. These provisions permit defined majorities to bind all holders, including holders who did not at tend and vote at the relevant meeting and holders who voted in a manner contrary to the majority.
Section D - Key Information on the offer of securities to the public and/or admission to trading on a regulated market
Under which conditions and timetable can I invest in this security?
General terms, conditions and expected timetable of the offer
The securities will be offered to the public from and including 7 July 2026 to and including 26 August 2026 , subject to any early closing or extension of the offer period.
5 / 5 Application will be made by the Issuer (or on its behalf) for the Securities to be admitted to trading on the Luxembourg Stock Exchange (Regulated Market).
Estimate of the total expenses of the issue and/or offer, including estimated expenses charged to the investor by the issuer or the offeror
No expenses will be charged to the investors by the issuer.
Who is the offeror and/or the person asking for admission to trading?
Description of the offeror and / or person asking for admission to trading
Offeror: MMPI Limited Person asking for admission to trading : BNP Paribas Issuance B.V. (the “ Issuer ”), Herengracht 595, 1017 CE Amsterdam, the Netherlands (telephone number: +31(0)88 738 0000).
Why is this prospectus being produced?
Use and estimated net amount of the proceeds
The net proceeds from the issue of the Securities will become part of the general funds of the Issuer. Such proceeds may be u sed to maintain positions in options or futures contracts or other hedging instruments.
Estimated net proceeds: Up to EUR 1,000,000
Underwriting agreement
No underwriting commitment is undertaken by the Offeror
Most material conflicts of interest pertaining to the offer or the admission to trading
The Manager and its affiliates may also have engaged, and may in the future engage, in investment banking and/or commercial b anking transactions with, and may perform other services for, the Issuer and the Guarantor and their respective affiliates in the o rdinary course of business.
Various entities within the BNPP Group (including the Issuer and Guarantor) and Affiliates undertake different roles in conne ction with the Securities, including Issuer of the Securities and Calculation Agent of the Securities and may also engage in tradin g activities (including hedging activities) relating to the Underlying and other instruments or derivative products based on or relating to the Underlying which may give rise to potential conflicts of inter est.
BNP Paribas Financial Markets SNC, which acts as Manager and Calculation Agent is an Affiliate of the Issuer and the Guaranto r and potential conflicts of interest may exist between it and holders of the Securities, including with respect to certain determi nations and judgments that the Calculation Agent must make. The economic interests of the Issuer and of BNP Paribas Financial Markets SNC as Manager and Calculation Agent are potentially adverse to Holders interests as an investor in the Securities.
Other than as mentioned above, so far as the Issuer is aware, no person involved in the issue of the Securities has an intere st material to the offer, including conflicting interests.