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FINAL VERSION APPROVED BY THE ISSUER
FINAL TERMS FOR CERTIFICATES
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 AS OF 3 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 Issue of EUR 30,000,000 Callable Credit Linked Certificates due 4 July 2033 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 in circumstances in which no obligation arises for the Issuer, the Guarantor 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.
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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 t he Securities to which these Final Terms relate) which together constitutes 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 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 annexed to these Final Terms. The Base Prospectus and any Supplements to the Base Prospectus and these Final Terms are available for viewing at 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: FICRT 26472 CI Tranche Number: 1 Number of Securities issued: 30,000 Number of Securities: 30,000
ISIN: XS3343549203
Common Code: 334354920 Issue Price per Security: 100.00 per cent. of the Notional Amount Redemption Date: 4 July 2033 Relevant Jurisdiction: Not applicable Share Amount/Debt Security Amount: Not applicable Specified Securities pursuant to Section
871(m): No
GENERAL PROVISIONS
The following terms apply to each series of Securities:
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1. Issuer: BNP Paribas Issuance B.V.
2. Guarantor: BNP Paribas 3. Trade Date: 22 April 2026 4. Issue Date : 3 July 2026 Interest Commencement Date: 4 July 2032 5. Consolidation: Not applicable 6. Type of Securities: (a) Certificates (b) The Securities are Credit Securities .
The provisions of Annex 12 (Additional Terms and Conditions for Credit Securities) shall apply.
7. Form of Securities: Clearing System Global Security 8. Business Day Centre(s): The applicable Business Day Centre s for the purposes of the definition of "Business Day" in Condition 1 are London and 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:
Issuer's option to vary settlement: The Issuer does not have the option to vary settlement in respect of the Securities.
12. Final Payout Not applicable Payout Switch: Not applicable Aggregation: Not applicable 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 ").
4 17. Syndication: The Securities will be distributed on a non -syndicated basis.
18. Minimum Trading Size: EUR 1,000 19. Agent (s):
(a) Principal Security Agent: BNP Paribas Financial Markets S.N.C.
(b) Security Agent(s): Not applicable 20. Registrar: Not applicable 21. Calculation Agent:
BNP Paribas
10 Harewood Avenue, London NW1 6AA 22. Governing law: English law
23. Masse provisions (Condition 9.4): Not applicable
PRODUCT SPECIFIC PROVISIONS
24. Hybrid Securities: Not a pplicable 25. Index Securities: Not a pplicable 26. Share Securities: Not a pplicable 27. ETI Securities Not applicable 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 a pplicable 33. Futures Securities: Not applicable 34. Credit Securit y Provisions : Applicable (a) Type of Credit Securities:
(i) Single Reference Entity Credit Securities: Applicable (ii) Nth-to-Default Credit Securities: Not applicable
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(iii) Basket Credit Securities: Not applicable (iv) Tranched Credit Securities: Not a pplicable (b) Credit Linkage:
(i) Reference Entity(ies): ELECTRICITE DE FRANCE (ii) Transaction Type: Standard European Corporate (iii) Reference Entity Notional
Amount/Reference Entity
Weighting: As per the Credit Security Conditions (iv) Reference Obligation(s): Applicable
Standard Reference
Obligation: Applicable
Seniority Level: Senior Level (v) Credit Linked Interest Only: Not applicable (vi) Credit -Linked Principal Only: Not applicable (c) Terms relating to Credit Event
Settlement
(i) Settlement Method: Auction Settlement Fallback Settlement Method: Cash Settlement (ii) Credit Unwind Costs Not applicable (iii) Settlement at Maturity: Not applicable (iv) Settlement Currency EUR (d) Miscellaneous Credit Terms (i) Merger Event: Not Applicable
(ii) Credit Event Backstop Date: The date that is 60 calendar days prior to the Trade Date.
(iii) Credit Observation Period End Date: Applicable: 20 June 2033
6 (iv) CoCo Supplement: Not applicable (v) LPN Reference Entities: Not applicable (vi) NTCE Provisions: As per the Transaction Type (vii) Accrual of Interest upon Credit Event: Accrual to: Interest Payment Date (viii) Interest following Scheduled Redemption: Not applicable (ix) Hybrid Credit Securities: Not applicable (x) Bonus Coupon Credit Securities: Not applicable (xi) Additional Credit
Security Disruption
Events: Applicable
Change in Law: Applicable Hedging Disruption: Applicable Increased Cost of Hedging: Applicable Disruption redemption basis: Fair Market Value (xii) Change in Standard Terms and Market
Conventions: Applicable
(xiii) Hedging Link Provisions: Applicable (xiv) Calculation and Settlement Suspension: Applicable (xv) Payer/Receiver Option: Not applicable (xvi) FX Adjustment Not applicable (xvii) Redemption Factor: Not applicable (xviii) Additional Credit Provisions: Not applicable 35. Underlying Interest Rate Securities: Not a pplicable 36. Preference Share Certificates: Not applicable 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)
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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:
Administrator/Benchmark Event
(c) Redemption:
Delayed Redemption on Occurrence of an Additional Disruption Event and/or Optional Additional Disruption Event: Not applicable 40. Knock -in Event: Not a pplicable 41. Knock -out Event: Not applicable
42. EXERCISE, VALUATION AND REDEMPTION
(a) Notional Amount of each Certificate: EUR 1,000 (b) Partly Paid Certificates: The Certificates are not Partly Paid Certificates (c) Interest: Applicable Coupon Switch: Not applicable (i) Interest Period(s): As specified in the Conditions (ii) Interest Period End Date(s): 4 July 2033 (iii) Business Day Convention for Interest Period End Date(s): None (iv) Interest Payment Date(s): 4 July 2033, subject as provided in the Credit Security
Conditions
(v) Business Day Convention for Interest Payment Date(s): Following (vi) Party responsible for calculating the Rate(s) of Interest Amount(s) (if not the Calculation Agent): Calculation Agent (vii) Margin(s): Not applicable
8 (viii) Minimum Interest Rate: As per the Conditions (ix) Maximum Interest Rate: Not applicable (x) Day Count Fraction: None (xi) Determination Dates: Not applicable (xii) Accrual to Redemption: Not applicable (xiii) Rate of Interest: Fixed Rate (xiv) Coupon Rate: Not applicable (d) Fixed Rate Provisions: Applicable (i) Fixed Rate (s) of Interest (excluding on overdue amounts after Scheduled Redemption Date or date set for early redemption) : 32.69 per cent .
(ii) Fixed Coupon Amount: Not applicable (e) Floating Rate Provisions: Not applicable (f) Linked Interest Certificates: Not applicable (g) Payment of Premium Amount(s): Not applicable (h) Index Linked [Interest/Premium Amount] Certificates: Not applicable (i) Share Linked [Interest/Premium Amount] Certificates: Not applicable (j) ETI Linked [Interest/Premium Amount] Certificates: Not applicable (k) Debt Linked [Interest/Premium Amount] Certificates: Not applicable (l) Commodity Linked
[Interest/Premium Amount]
Certificates: Not applicable (m) Inflation Linked
[Interest/Premium Amount]
Certificates: Not applicable (n) Currency Linked
[Interest/Premium Amount]
Certificates: Not applicable
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(o) Fund Linked [Interest/Premium Amount] Certificates: Not applicable (p) Futures Linked [Interest/Premium Amount] Certificates: Not applicable (q) Underlying Interest Rate Linked Interest Provisions: Not applicable (r) Instalment Certificates: The Certificates are not Instalment Certificates (s) Issuer Call Option: Applicable (i) Optional Redemption Date(s): As set forth in Item 42(s)(iii) below.
(ii) Optional Redemption Valuation Date(s): Not applicable (iii) Optional Redemption Amount(s):
Optional Redemption
Dates: Optional Redemption
Amount(s):
5 July 202 7 Outstanding Notional Amount x 1 04.67 % 4 July 202 8 Outstanding Notional Amount x 1 09.34 % 4 July 203 9 Outstanding Notional Amount x 1 14.01 % 4 July 203 0 Outstanding Notional Amount x 118.68 % 4 July 203 1 Outstanding Notional Amount x 123.35 % 5 July 203 2 Outstanding Notional Amount x 128.02 % (iv) Minimum Notice Period: 5 Business Days (v) Maximum Notice Period: Not applicable (t) Holder Put Option: Not applicable (u) Automatic Early Redemption: Not applicable
10 (v) Strike Date: Not applicable (w) Strike Price: Not applicable (x) Redemption Valuation Date: Not applicable (y) Averaging: Not applicable (z) Observation Dates: Not applicable (aa) Observation Period: Not applicable (bb) Settlement Business Day: Not applicable (cc) Cut-off Date: Not applicable (dd) Security Threshold on the Issue Date: Not applicable (ee) Identification information of Holders as provided by Condition 29: Not applicable
DISTRIBUTION AND US SALES ELIGIBILITY
43. U.S. Selling Restrictions: Not applicable 44. Additional U.S. Federal income tax considerations: The Securities are not Specified Securities for the purpose of Section 871(m) of the U.S. Internal Revenue Code of 1986 45. Registered broker/dealer: Not applicable 46. TEFRA C or TEFRA Not Applicable: TEFRA Not Applicable 47. Non-exempt Offer: Not applicable 48. Prohibition of Sales to EEA and UK
Investors:
(a) Prohibition of Sales to EEA Retail Investors: Not applicable (b) Prohibition of Sales to Belgian Consumers: Not applicable (c) Prohibition of Sales to UK Retail Investors: Not applicable (d) Prohibition of Sales to EEA Non Natural Persons : Not applicable (e) Prohibition of Sales to UK Non Natural Persons : Not applicable
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PROVISIONS RELATING TO COLLATERAL AND SECURITY
49. Secured Securities other than Notional Value Repack Securities: Not applicable 50. Notional Value Repack Securities: Not applicable 51. Actively Managed 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 th e 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 Listing and admission to trading: Application will be made to list the Securities on the Official List of the Luxembourg Stock Exchange and to admit the Securities for 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
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 issue .
4. Reasons for the Offer, Estimated Net Proceeds and Total Expenses (a) Reasons for the offer: See " Use of Proceeds " in Base Prospectus (b) Estimated net proceeds: EUR 30,000,000 (c) Estimated total expenses: EUR 4,100 5. Performance of Underlying Reference s and Other Information concerning the Underlying Reference s
Not applicable .
6. Operational Information Relevant Clearing System(s):
If other than Euroclear Bank S.A./N.V., Clearstream Banking, S.A., Euroclear France, include the relevant identification number(s) and in the case of Swedish Dematerialised Securities, the Swedish Security Agent: Euroclear and Clearstream, Luxembourg
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 (if any) solely on the basis of this summary , including any translation hereof, but only if it is misleading, inaccurate or inconsistent when read together with the other part s 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 inv estors when considering whether to invest in the Securities.
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
Issue of EUR 30,000,000 Callable Credit Linked Certificates due 4 July 2033 - The securities are Certificates. International Securities Identification Number (" ISIN"):
XS3343549203 .
Identity and contact details of the issuer
BNP Paribas Issuance B.V. (the " Issuer "), Parnassusweg 789, 1082 LZ 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
Person asking for admission to trading : BNP Paribas Issuance B.V. (the “Issuer”), Parnassusweg 789, 1082 LZ 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 26-153 by the AMF, 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 and Mat thew Yandle.
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 i n the Netherlands. The relevant auditors of Deloitte Accountants B.V. who have signed the independent auditor’s reports incorporate d by reference into the Base Prospectus 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 flows 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
Issue of EUR 30,000,000 Callable Credit Linked Certificates due 4 July 2033 - The securities are Certificates. International Securities Identification Number ("ISIN"):
XS3343549203 .
Currency / denomination / par value / number of securities issued / term of the securities
The currency of the Securities is Euro ( "EUR "). The notional amount per Security is EUR 1 ,000. 30,000 Securities will be issued. The Securities will be redeemed on 4 July 2033.
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.
The objective of this product is to provide you with a return based on the credit of ELECTRICITE DE FRANCE Trade Date 22 April 2026 Issue Price 100.00 per cent. of the Notional Amount Issue Date 3 July 2026 Product Currency EUR Redemption Date (maturity) 04 July 2033 Notional Amount (per certificate) EUR 1,000 Optional Early Redemption Optional
Redemption
Date (s) Exit Rate 05 July 202 7 4.67 per cent of
the Notional
Amount
0 July 202 8 9.34 per cent of
the Notional
Amount
04 July 20 29 14.01 per cent of
the Notional
Amount
04 July 203 0 18.68 per cent of
the Notional
Amount
04 July 203 1 23.35 per cent of
the Notional
Amount
05 July 203 2 28.02 per cent of
the Notional
Amount
Fixed Rate(s) Fixed Coupon Payment Date(s)* 32.69 .% of the Notional Amount 04 July 2033
Reference Entity RED Code
ELECTRICITE DE FRANCE (Senior) FHBD4HAC9
3 / 6 Coupon: A Coupon is due for payment at the relevant Fixed Rate on each Fixed Coupon Payment Date for a given period of time . The amount of Coupon to be paid should be multiplied by the Notional Amount per certificate over the relevant Coupon period. Following the occurrence of a Cr edit Event in respect of the Reference Entity, 100% of the Coupon shall cease to be payable from the Fixed Coupon Payment Date.
Redemption at the Option of the Issuer: On any Optional Redemption Date, and after a prior notice given by the Issuer (of not less than 5 business days) , the Securities may be redeemed in whole and each Holder will receive a payment in cash in respect of each Certificate equal to the Notional Amount plus a premium based on the relevant Exit Rate.
Credit Terms
Reference Entity ELECTRICITE DE FRANCE Event Determination Date The date on which the CDDC is asked to determine whether the relevant Credit Event has occurred or, the date on which the product Calculation Agent notifies the Issuer that a Credit Event has occurred.
CDDC A Credit Derivatives Determinations Committee established by ISDA (or any successor thereto), further information on the committee, its members and its rules is available at the following website:
http://dc.isda.org/ ISDA "International Swaps and Derivatives Association", a private trade organisation consisting of financial institutions and other derivatives market participants.
Credit Observation Period End Date 20 June 2033 Credit Event Backstop Date 21 February 2026
Recovery Rate A percentage, determined in respect of one or more obligations of the Reference Entity, in an auction procedure organised by the CDDC after determination of a Credit Event (or if an auction does not happen, by the Calculation Agent seeking dealer quotation s to determine the price of selected obligations of the Reference Entity that will be used as Recovery Rate).
The Securities will be redeemed on the Redemption Date by a payment in cash in respect of each Certificate equal to the Notional Amount provided that no Event Determination Date has occurred with respect to the Reference Entity. The occurrence of an Event Determination Date will be d etermined by the CDDC or by BNP Paribas as Calculation Agent, following the occurrence of any one of the fo llowing events (each a " Credit Event ") :
• Bankruptcy: the Reference Entity experiences bankruptcy or liquidation or insolvency or related events.
• Failure to Pay: the Reference Entity fails to make payments to creditors due on its debt at all or in good time.
• Restructuring: the Reference Entity’s debt is restructured on terms that are detrimental to the holder(s) of the relevant debt in a form that is binding on all holder(s).
Only Credit Events occurring between the Credit Event Backstop Date and the Credit Observation Period End Date (or a later da te in some circumstances) shall affect the product (earlier or later Credit Events shall not be taken into account).If a Credit Eve nt occurs with respect to the Reference Entity, the product will be redeemed on the Redemption Date following a Credit Event (as defined above) following the determination of the Recovery Rate (as describe d above). The investor will suffer a loss of up to 100% of the Notional Amount per certificate, as he will only receive the Recovery Rate x Notional Amount per certificate as t he Redemption Amount (instead of 100% of the Notional Amount per certificate in the absence of a Credit Event). The return (if any) an investor in the Securities receives on such early termination is likely to be different depending on the scenarios described above and may be less than the amount invested (including a possi ble reduction to zero).
In the event that the Reference Entity transfers all or a portion of its obligations to one or more other entities, those ent ities may be determined to be successors to the Reference Entity and such successor entity (or entities) may replace the Reference Entity (a " Succession Event "). Following such succession an investor will take credit risk on the relevant successor(s) instead of the Reference Entity specified above.
General Terms
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.
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?
4 / 6 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 .
Is there a guarantee attached to the securities?
Nature and scope of the guarantee
The obligations under the garantie 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 s enior 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 reduc ed to reflect any such modification or reduction applied to liabilities of by 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 Security on the date specified for such payment or performance th e 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 perf ormance.
Description of the guarantor
The Securities will be unconditionally and irrevocably guaranteed by BNP Paribas ("BNPP" or the "Guarantor") pursuant to a n English law deed of guarantee executed by BNPP on 2 1 May 202 6 (the "Guarantee"). Legal entity identifier (LEI): R0MUWSFPU8MPRO8K5P83. 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.
BNPP's long term credit ratings are A+ with a stable outlook (S&P Global Ratings Europe Limited), A1 with a stable outlook (M oody's Deutschland GmbH), 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) and 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) and Wealth and Asset Management: BNP Paribas Asset Management, BNP Paribas Real Estate, BNP Paribas Principal Investments (management of the BNP Paribas Group’s portfolio of unlisted and listed industrial and commercial inve stments) and BNP Paribas Wealth Management.
As at 30 June 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 5.59% of the share capital, B lackRock Inc. holding 6.01% of the share capital, Amundi holding 4.95% of the share capital and Grand Duchy of Luxembourg holding 1.14% of the share capital.
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 « Financial Instruments ». The results for 2022 have been recomposed to take into account the enforcement of IFRS17 and IFRS 9 for insurance entities.
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 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 euros) 10.29 9.57 2.73 2.44
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
5 / 6 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 customers 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 institutions, on -balance sheet and off -balance sheet and including debt securities measured at amortised costs or at fair value through shareholders' equity (excluding insurance).
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 r isk 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 unanticipated 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 volatility.
4. The BNP Paribas Group's access to and cost of funding could be adversely affected by a resurgence of financial crises, wor sening 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 on the BNP Paribas G roup and the markets in which it operates.
6. Laws and regulations in force, as well as current and future legislative and regulatory developments , may significantly impact 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 credit of the Reference Entities, and the capital protection applies only at matu rity and only if the Securities have not been redeemed in accordance with the Credit Terms 2. Risks related to the Reference Entity :
Investors will be exposed to the credit risk of one or more the Reference Entities (being, in general terms, the risk that a given such entity does not perform its financial obligations when due or becomes insolvent), which exposure may be to the full exte nt of their investment in such Credit Securities. If a Credit Event occurs, investors may suffer significant losses.
3. Correlated Credit Risks :
In purchasing the Securities, investors assume credit exposure to both the Reference Entities and the Issuer and the Guaranto r. The credit risk to investors may further be increased if the Reference Entity is concentrated in the same industry sector or geo graphic area as the Issuer or the Guarantor.
4. Actions of the Reference Entities may affect the value of the Credit Securities:
Actions of the Reference Entities (for example, merger or demerger or the repayment or transfer of indebtedness) may adversel y affect the value of the Credit Securities. Holders of the Credit Securities Investors should be aware that the Reference Entity t o which the value of the Credit Securities is exposed, and the terms of such exposure, may change over the term of the Credit Securities.
5. Suspension of Obligations will suspend payment of principal and interest:
In certain circumstances (for example, where a Credit Event has occurred and the related credit loss has not been determined as at the relevant date for payment, or, if applicable, where a potential Credit Event exists as at the scheduled maturity of the S ecurities), investors may be adversely affected where payment of the redemption amount on the Securities is deferred for a material period in whole or part without compensation to investors.
6. 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 Reference Entity, the time remaining until the scheduled redemption date of the Securities, the actual or im plied volatility associated with the Reference Entity, and the correlation risk of the Reference Entity. The possibility that the value and trading price of the Securities will fluctuate (either positively or neg atively) depends on a number of factors, whi ch investors should consider carefully before purchasing or selling Securities.
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?
6 / 6
General terms, conditions and expected timetable of the offer
Application will be made by the Issuer (or on its behalf) for the Securities to be admitted to trading on the Luxembourg Stock Exchange .
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
Person asking for admission to trading : BNP Paribas Issuance B.V. (the “Issuer”), Parnassusweg 789, 1082 LZ 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: EUR 30,000,000
Underwriting agreement
No underwriting commitment is undertaken by the Offeror
Most material conflicts of interest pertaining to the offer or the admission to trading
Any 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 affiliates in the ordinary cou rse 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, which acts as Manager and Calculation Agent is an Affiliate of the Issuer and the Guarantor and potential confli cts of interest may exist between it and holders of the Securities, including with respect to certain determinations and judgments that the Calculation Agent must make. The economic interests of the Issuer and of BNP Paribas 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.