FINAL TERMS DATED 30 June 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 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
500 Notional Value Repack Certificates linked to MALAKOFF HUMANIS PREVOYANCE Subordinated Notes due 4 July 2035
BNP Paribas Financial Markets S.N.C.
(as Manager ) Any person making or intending to make an offer of Securities may only do so in circumstances in which no obligation arises for the Issuer 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 (the " Supplements ") (provided that to the extent any such Supplement (i) is published and approved after the date of these Final Terms and (ii) provides for any change to the Conditions of the 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 (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. The Base Prospectus and any Supplement(s) to the Base Prospectus are available for viewing at BNP Paribas, Luxembourg Branch, 60, avenue J.F.
Kennedy - L-1855 Luxembourg and the website of the Luxembourg Stock Exchange www.bourse.lu .
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 series of Securities, save as where otherwise expressly provided.
These Final Terms relates 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 f and references to " Security " shall be construed accordingly.
SPECIFIC PROVISIONS FOR EACH SERIES
SERIES
NUMBER TRANCHE
NUMBER NUMBER OF
SECURITIES
ISSUED NUMBER OF
SECURITIES ISIN COMMON
CODE VALOREN ISSUE
PRICE
PER
SECURITY
IBS0027GOS 1 500 500 XS3392097583 339209758 Not applicable 100%
REDEMPTION
DATE SPECIFIED
SECURITIE
S
PURSUANT
TO
SECTION
871(m)
4 July 2035 No
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: 9 June 2026 4. Issue Date and Interest Commencement Date: 30 June 2026 5. Consolidation: Not applicable
6. Type of Securities: (a) Certificates (b) The Securities are Notional Value Repack Securities (c) The Securities are Underlying Interest Rate Securities The provisions of Annex 11 ( Additional Terms and Conditions for Underlying Interest Rate Securities ) shall apply 7. Form of Securities: Clearing System Global Security 8. Business Day Centre(s): The applicable Business Day Centres 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 The Cash Settlement Amount in respect of each Certificate will be equal to NA x 100 per cent where:
"NA" means the Notional Amount of a Certificate (being equal to EUR 1,000).
Payout Switch: Not applicable Aggregation: Not applicable 13. Relevant Asset(s): Not applicable 14. Entitlement: Not applicable 15. Exchange Rate Not applicable 16. Settlement Currency: The settlement currency for the payment of the Cash Settlement Amount is EUR .
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, Luxembourg Branch (b) Security Agent(s): Not applicable 20. Registrar: Not applicable 21. Calculation Agent: BNP Paribas Financial Markets S.N.C.
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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/ETI Share Securities: Not applicable 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 applicable 33. Futures Securities: Not applicable 34. Credit Security Provisions: Not applicable 35. Underlying Interest Rate Securities: Applicable (a) Underlying Interest Determination Date(s): Two (2) T2 Settlement Days prior to the relevant Interest
Payment Date
(b) Manner in which the Underlying Interest Rate is to be determined: Screen Rate Determination A. Screen Rate Determination: Applicable - Screen Rate Determination – TEC10 (a) Underlying Reference Rate: TEC10 (b) Specified Time: At or after 11.30 a.m., Paris time (c) Relevant Screen Page: Reuters page ‘BDFCNOTEC’ (or any successor page thereto) B. ISDA Determination Not applicable 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: Annex Early Redemption Event – External Event is applicable.
Force Majeure: Annex Early Redemption Event – External Event is applicable.
39. Additional Disruption Events and Optional Additional Disruption Events:
(a) Additional Disruption Events: Applicable (b) The following Optional Additional Disruption Events apply to the Securities Increased Cost of Hedging
Administrator/Benchmark Event
(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
(a) Notional Amount of each Certificate: EUR 1,000 Redenomination: Not applicable (b) Partly Paid Certificates: The Certificates are not Partly Paid Certificates (c) Interest: Applicable Coupon Switch: Not applicable (i) Interest Period(s): As set out in Condition 32(a) (ii) Interest Period End Date(s): 4 July in each year, from and including 4 July 2027 to and including 4 July 2035 (iii) Business Day Convention for Interest Period End Date(s): Not applicable (iv) Interest Payment Date(s): 4 July in each year, from and including 4 July 2027 to and including 4 July 2035 (v) Business Day Convention for Interest Payment Date(s): Following (vi) Party responsible for calculating the Rate(s) of Interest and Interest Amount(s) (if not the Calculation Agent): Not applicable (vii) Margin(s): Not applicable (viii) Minimum Interest Rate: As per the Conditions (ix) Maximum Interest Rate: Not applicable (x) Day Count Fraction: 30/360 unadjusted (xi) Determination Dates: Not applicable
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(xii) Accrual to Redemption: Not applicable (xiii) Rate of Interest: Linked Interest (xiv) Coupon Rate: Applicable Digital Coupon applicable Single Digital Coupon Condition is applicable:
(A) if the Digital Coupon Condition is satisfied in respect of SPS Coupon Valuation Date(i):
Rate (i)
(B) if the Digital Coupon Condition is not satisfied in respect of SPS Coupon Valuation Date(i):
zero
Where:
Barrier Level means 5.00 per cent.
Digital Coupon Condition means that the DC Barrier Value for the relevant SPS Coupon Valuation Date is equal to or less than the Barrier Level.
DC Barrier Value means Underlying Reference Value.
i means 1 to 9, representing each SPS Coupon Valuation Date.
Rate (i) means 4.75 per cent.
SPS Coupon Valuation Date means Underlying Interest Determination Date.
SPS Valuation Date means SPS Coupon Valuation Date.
Underlying Reference means the Underlying Reference Rate.
Underlying Reference Closing Price Value means, in respect of a SPS Valuation Date, the Underlying Reference Rate in respect of such day.
Underlying Reference Strike Price means 1.
Underlying Reference Value means, in respect of an Underlying Reference and a SPS Valuation Date, (i) the Underlying Reference Closing Price Value for such Underlying Reference in respect of such SPS Valuation Date (ii) divided by the relevant Underlying Reference Strike Price.
(d) Fixed Rate Provisions: Not applicable (e) Floating Rate Provisions Not applicable
(f) Linked Interest Certificates Applicable - see Underlying Interest Rate Linked Interest
Certificates below
(g) Payment of Premium Amount(s): Not applicable (h) Index Linked Interest Certificates: Not applicable (i) Share Linked Interest Certificates: Not applicable (j) ETI Linked Interest Certificates: Not applicable (k) Debt Linked Interest Certificates: Not applicable (l) Commodity Linked Interest Certificates: Not applicable (m) Inflation Index Linked Interest Certificates: Not applicable (n) Currency Linked Interest Certificates: Not applicable (o) Fund Linked Interest Certificates: Not applicable (p) Futures Linked Interest Certificates: Not applicable (q) Underlying Interest Rate Linked Interest Provisions: Applicable (i) Underlying Interest Determination Date(s): Two (2) T2 Settlement Days prior to the relevant Interest
Period
(ii) Manner in which the Underlying Interest Rate is to be determined: Screen Rate Determination A. Screen Rate Determination: Applicable – Screen Rate Determination – TEC10
a. Underlying
Reference Rate:
TEC10
b. Specified Time: At or after 11.30 a.m., Paris time c. Relevant Screen Page: Reuters page ‘BDFCNOTEC’ (or any successor page thereto) B. ISDA Determination: Not applicable (iii) Underlying Margin(s): Not applicable (iv) Minimum Underlying Reference Rate: Not applicable (v) Maximum Underlying Reference Rate: Not applicable (r) Instalment Certificates: The Certificates are not Instalment Certificates.
(s) Issuer Call Option: Not applicable
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(t) Holder Put Option: Not applicable (u) Automatic Early Redemption: Not applicable (v) Renouncement Notice Cut-off Time Not applicable (w) Strike Date: Not applicable (x) Strike Price: Not applicable (y) Redemption Valuation Date: Not applicable (z) Averaging: Averaging does not apply to the Securities.
(aa) Observation Dates: Not applicable (bb) Observation Period: Not applicable (cc) Settlement Business Day: Not applicable (dd) Cut-off Date: Not applicable (ee) Security Threshold on the Issue Date: Not applicable (ff) Identification information of Holders as provided by Condition 29: Not applicable
DISTRIBUTION AND US 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.
45. Registered broker/dealer: Not applicable 46. TEFRA C or TEFRA Not Applicable: TEFRA Not applicable 47. Prohibition of Sales:
(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 Person: Not applicable
PROVISIONS RELATING TO COLLATERAL AND SECURITY
48. Secured Securities other than Notional Value Repack Securities: Not applicable 49. Notional Value Repack Securities: Applicable – Part C of Annex 13 (Additional Terms and Conditions for Secured Securities) will apply.
The Securities are Notional Value Repack Securities.
(a) Collateral Pool: Pool BPAUAMSE0508 – account number 1050005078D at BNP Paribas, Luxembourg Branch (b) Type of Collateral Pool: Single Series Pool (c) Collateral Assets:
(i) Specified Reference Collateral Assets: The "Reference Collateral Assets" in respect of the series of Secured Securities are: the MALAKOFF HUMANIS PREVOYANCE 4.50 per cent. Subordinated Notes due 20 June
2035 issued by MALAKOFF HUMANIS PREVOYANCE (the
"RCA Issuer ") with the following details:
RCA Nominal Amount: EUR 500,000 RCA Currency: EUR RCA Interest Rate: 4.50 per cent per annum RCA Interest Payment Dates: Each 20 June
RCA Maturity Date: 20 June 2035
RCA ISIN: FR0014010J17
(ii) Initial Posting Date: Issue Date. Settlement Grace Period is applicable where the Reference Collateral Assets Grace Period is 60 Business Days.
(d) Type of enforcement: Physical Delivery of Collateral is not applicable.
(e) Security Termination Amount: Security Value Realisation Proceeds (f) Priority of Payments: Swap Counterparty Priority of Payments (g) Additional or Alternative Security
Document(s): None
(h) Security Trustee or French Collateral Security Agent: The Law Debenture Trust Corporation p.l.c. is acting as Security Trustee. The appointment of a French Collateral Security Agent is not applicable.
(i) Secured Parties: As set out in Collateral Security Condition 1 (j) Collateral Calculation Agent: BNP Paribas Financial Markets S.N.C.
(k) Collateral Custodian: BNP Paribas, Luxembourg Branch
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(l) Related Agreement: Applicable (i) Swap Agreement: Applicable Swap Counterparty: BNP Paribas Credit Support Document: Not applicable Swap Agreement Termination Payment: Recovery Access: Applicable Swap Business Days: TARGET2 Settlement Day (ii) Repurchase Agreement: Not applicable (iii) Collateral Exchange
Agreement: Applicable
Collateral Exchange Counterparty: BNP Paribas Replacement Collateral Assets: Securities as selected by the Collateral Exchange Counterparty in its sole discretion which are securities (Obligations, certificates or any other debt instrument) issued or guaranteed by(i) the RCA Issuer; or(ii) any government authority which is a member state of the Eurozone or Canada, Japan, Sweden, Switzerland, the United Kingdom or the United States and with a long term credit rating at least equal or better than BBB- (S&P) or Baa3 (Moody’s) or BBB- (Fitch).
Over Collateralisation Level: 100 per cent.
Type of Collateral Exchange Agreement Collateral Exchange Agreement – Two Way Transfer (m) Early Redemption Events:
(i) Annex Early Redemption Event;
(ii) Asset Payment Default Event;
(iii) Asset Default Event;
(iv) Adjusted Asset Redemption Event;
(v) Asset Payment Shortfall Event;
(vi) RCA Change in Law Event;
(vii) RCA Regulatory Event;
(viii) RCA Repudiation/Moratorium Event;
(ix) RCA Restructuring Event;
(x) RCA Tax Event;
(xi) Related Agreement Termination Event (xii) RCA Issuer Bankruptcy Event;
(xiii) RCA Interest Deferral or Reduction Event;
(xiv) RCA Principal Deferral or Reduction Event;
Suspension of Payments is applicable (i) Event Trigger Date: As set out in Collateral Security Condition 1 (ii) RCA Reference Entity: RCA Issuer (iii) Terms relating to Settlement: Collateral Physical Settlement is not applicable.
(iv) Accrual of Interest upon Early Redemption Event: As per Collateral Security Condition 6.1(a)(i) (v) RCA Merger Event: Not applicable (vi) Reference Obligation(s): Not applicable
Standard Reference
Obligation: Not applicable (vii) Default Requirement: Not applicable (viii) Payment Requirement: Not applicable (ix) Transaction Type: Not applicable (x) Seniority Level: Subordinated (n) RCA Event Publicly Available Information: Not applicable (o) Early Redemption Amount: Standard Early Redemption Amount is applicable.
(p) Early Redemption at Maturity: Not applicable (q) RCA Instalment Certificates: Not applicable (r) Partial Early Redemption: Applicable Partial Early Redemption Events: As per Collateral Security Condition 1 (s) RCA Nominal Amount Reweighting: Not applicable (t) SB/JGB Repackaging: Not applicable (u) MTM Trigger Redemption Event: Not applicable (v) Collateral Substitution: Not applicable (w) Deferral of payments: Not applicable (x) Market Value Put Option: Not applicable
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(y) Swap Counterparty Call Option: Not applicable (z) Autocall Early Redemption: Not applicable (aa) Swap Termination Without Redemption Not applicable 50. Actively Managed Securities: Not applicable 51. Other terms or special conditions: 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.
Signed on behalf of BNP Paribas Issuance B.V.
As Issuer:
By: ....................................
Duly authorised
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.
Estimate of total expenses related to admission to trading: EUR 3,600
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 issue of the Securities has an interest material to the issue.
4. Reasons for the Issue, Estimated Net Proceeds and Total Expenses (i) Reasons for the issue: See “User of Proceeds” in the Base Prospectus (ii) Estimated net proceeds: EUR 500,000 (iii) Estimated total expenses: EUR 3,600 5. Performance of Underlying/Formula/Other Variable, Explanation of Effect on Value of Investment and Associated Risks and Other Information concerning the Underlying Reference The Securities are EUR denominated Certificates.
If neither early redeemed nor purchased and cancelled, and provided that no Early Redemption Event occurs and no Enforcement Event occurs, the investor will receive a Cash Settlement Amount equal to 100 per cent. of the Notional Amount of the Certificate.
The Issuer does not intend to provide post-issuance information on the Securities or the RCA Issuer or the Reference Collateral Assets.
6. Operational Information Relevant Clearing System(s): Euroclear and Clearstream, Luxembourg If other than Euroclear Bank S.A./N.V., Clearstream Banking, S.A., Euroclear France, Iberclear, Monte Titoli/Clearstream, Frankfurt include the relevant identification number(s): Not applicable 7. Description of Charged Assets (i) Charged Asset Structure: Charged Asset Structure 2C is applicable.
(ii) Amount of the Specified Reference Collateral Assets: The RCA Nominal Amount (iii) Credit Support Structure: Not applicable.
(iv) Collateral Exchange Structure: Collateral Exchange Structure 1 is applicable.
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Variable Information :
Scheduled Exchange End Date: Scheduled Final Bond
Payment Date
Margin Delivery Date: The same Business Day on which a request for delivery is made in accordance with the terms of the Collateral Exchange Agreement where such request for delivery made before 1.00 pm (London time) or the following Business Day where the request for delivery made in accordance with the terms of the Collateral Exchange Agreement after 1.00 pm (London time).
Minimum Transfer Amount: 1,000 (or the equivalent in any other currency) Exchange Transaction Valuation Date: Monday in each week from, and including, 6 July 2026 (v) Loan to value ratio or level of collateralisation of the Specified Reference Collateral Assets: 100 per cent. of the aggregate Notional Amount of the Certificates.
(vi) Where the Charged Assets comprise obligations of 5 or fewer obligors which are legal persons or where an obligor accounts for 20% or more of the Charged Assets, or where an obligor accounts for a material portion of the Charged Assets: Applicable For the purposes of Charged Asset Structure 2:
The counterparty to the Swap Agreement is BNP Paribas (the " Swap Counterparty ").
The counterparty to the Collateral Exchange Agreement is BNP Paribas (the " Collateral Exchange Counterparty ").
The issuer of Reference Collateral Assets is MALAKOFF HUMANIS PREVOYANCE (the " RCA Issuer ").
(vii) Any relationship that is material to the issue between the Issuer, guarantor (if applicable) and obligor under the Charged
Assets: Applicable
The Swap Counterparty and Collateral Exchange Counterparty is the Guarantor and is an affiliate of the Issuer.
(viii) Charged Assets comprising obligations that are not admitted to trading on a regulated or equivalent market: Applicable in respect of the Swap Agreement and the Collateral Exchange Agreement.
See paragraph entitled " Where the Charged Assets comprise obligations of 5 or fewer obligors which are legal persons or where an obligor accounts for 20% or more of the Charged Assets, or where an obligor accounts for a material portion of the Charged Assets " above where the applicable Charged Asset Structure is specified.
(ix) Charged Assets comprising obligations that are admitted to trading on a regulated or equivalent market: Applicable – the Reference Collateral Assets are admitted to trading on a regulated market.
(x) Names, addresses and significant business activities of the originators of the Collateral Assets: Not applicable (xi) Name, address and significant business activities of the Calculation Agent, together with a summary of the Calculation Agent's responsibilities, its relationship with the originator or the creator of the assets forming the Charged Assets: The Calculation Agent and the Collateral Calculation Agent is BNP Paribas Financial Markets S.N.C.. BNP Paribas is the Swap Counterparty and Collateral Exchange Counterparty.
(xii) Names and addresses and brief description of the banks with which the main accounts relating to the series are held: The bank relating to the Series is BNP Paribas, Luxembourg Branch which acts as the Collateral Custodian. The address of BNP Paribas, Luxembourg Branch is 60, avenue J.F. Kennedy L-1855 Luxembourg.
BNP Paribas is a leading provider of securities services and investment operations solutions to issuers, financial institutions and institutional investors worldwide.
(xiii) Information concerning the Charged Assets reproduced from a source published by a third party: Applicable – information relating to the Reference Collateral Assets has been extracted from the prospectus relating to the Reference Collateral Assets, published on the website of MALAKOFF HUMANIS PREVOYANCE.
So far as the Issuer is aware and is able to ascertain from information published in the prospectus, no facts have been omitted which would render the reproduced information misleading.
(xiv) Legal jurisdiction by which the Charged Assets are governed: English law in respect of the Swap Agreement and the Collateral Exchange Agreement.
(xv) Details of where Collateral Exchange Agreement can be inspected: Not applicable (xvi) Swap Maturity Date: The Redemption Date (xvii) Expiry or maturity date(s) of the other Charged Assets: The RCA Maturity Date and the scheduled termination date of the Collateral Exchange Agreement is expected to be 20 June 2035
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 court 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, including 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 investors 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 Notional Value Repack Certificates linked to MALAKOFF HUMANIS PREVOYANCE Subordinated Notes due 4 July 2035 - The securities are Certificates.
International Securities Identification Number (" ISIN"): XS3392097583.
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 registered 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 term 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. will, subject to the provisions of the Guarantee issued by BNPP, be exposed to the ability of BNPP Group entities to perform their obligations 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 Matthew 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 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 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?
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Income statement
Year Year-1
In € 31/12/2025 31/12/2024
Operating profit/loss 224,204 167,327
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 Notional Value Repack Certificates linked to MALAKOFF HUMANIS PREVOYANCE Subordinated Notes due 4 July 2035 - The securities are Certificates.
International Securities Identification Number (" ISIN"): XS3392097583.
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. 500 Securities will be issued. The Securities will be redeemed on 4 July 2035.
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 contain events of default including non-payment, non-performance or non-observance of the Issuer's or Guarantor's obligations in respect of the Securities; the insolvency or winding up of the Issuer or Guarantor.
Governing law - The Securities are governed by English law.
The objective of this product is to provide you with a periodic coupon in accordance with the Interest provisions below in exchange for a risk on both the Notional Amount and the Interest. The certificates reference the Reference Bond and both the return on interest and the principal redemption in respect of the product are linked to the returns and cash flows under the Reference Bond, and as a result the ability of the Issuer to repay the investor will depend on a number of factors including the occurrence of a Reference Bond Early Redemption Event (as defined below) with respect to the Reference Bond.
The main events constituting Reference Bond Early Redemption Events are summarised below. For the avoidance of doubt this is not an exhaustive list:
Asset Payment Default Event: there is a payment default (howsoever described) in respect of the Reference Bond.
Asset Default Event: the issuer of the Reference Bond (the “Reference Bond Issuer”) or the guarantor of the Reference Bond (the “Reference Bond Guarantor”) fails to perform or observe any of its obligations under the Reference Bond and the failure continues after the expiration of any applicable grace period or the occurrence of any event (including, but not limited to, default, event of default, or other similar condition or event (howsoever described)) that results in the Reference Bond becoming capable of being declared due and payable for any reason (including by reason of default in payment) before they would otherwise have been due and payable.
Adjusted Asset Redemption Event: the Reference Bond is, for any reason, redeemed or otherwise terminated prior to its scheduled redemption or termination date as at the later of its issue date or the Trade Date, other than the Issuer validly exercising its right to call the Reference Bond.
Asset Payment Shortfall Event: cash received by the Issuer in respect of the Reference Bonds is less than the amounts payable by the Issuer in respect of the certificates.
Regulatory Event: an action or announcement by a governmental authority resulting in a write down or detrimental change to the terms of the Reference Bond (including, but not limited to, a reduction in the amount of interest or principal payable, amending the timing of payments, amending the ranking in the priority of payments or any change in the currency or composition of payments) pursuant to restructuring and resolution law or regulation or any similar law or regulation.
3 / 6 Repudiation/Moratorium Event: an authorised officer of the Reference Bond Issuer or Reference Bond Guarantor or a governmental authority disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validity of the Reference Bond or declares or imposes a moratorium, standstill, roll-over or deferral, whether de facto or de jure, with respect to the Reference Bond.
Restructuring Event: the occurrence, as determined by the product calculation agent, of a restructuring of the Reference Bond on terms that are detrimental to its holder(s) (including, but not limited to, a reduction in the amount of interest or principal payable, amending the timing of payments, amending the ranking in the priority of payments, any change in the currency or composition of payments or any expropriation, transfer or other event which mandatorily changes the beneficial holder of the Reference Bond).
Reference Bond Issuer Bankruptcy Event: the Reference Bond Issuer or Reference Bond Guarantor is dissolved (other than pursuant to a consolidation, amalgamation or merger) or experiences bankruptcy or liquidation or insolvency or related events.
The full list of events constituting Reference Bond Early Redemption Events is set out in the product terms.
Redemption on the Maturity Date (in the absence of a Reference Bond Early Redemption Event with respect to the Reference Bond): on the Maturity Date you will receive in respect of each certificate, in addition to any final payment of interest, 100% of the Notional Amount per certificate.
Redemption following a Reference Bond Early Redemption Event with respect to the Reference Bond: If any Reference Bond Early Redemption Event occurs with respect to the Reference Bond, the product will be redeemed early on the Early Redemption Date (as defined below) following the determination of the Early Redemption Amount (as described below). The investor will suffer a loss of up to 100% of the Notional Amount per certificate, as the investor will only receive the Early Redemption Amount upon redemption of the product (instead of 100% of the Notional Amount per certificate in the absence of such events).
Interest: If EUR-TEC10-CNO is equal to or less than 5.00%, the Coupon Rate in respect of the relevant Coupon Period will be 4.75%. Otherwise, the Coupon Rate in respect of the relevant Coupon Period will be 0.00%. Each such Coupon Rate will be determined on the day that is two (2) T2 Business Days prior to the end of the relevant Coupon Period and payable on each Coupon Payment Date.
PRODUCT DATA
Trade Date 9 June 2026 Issue Price 100% Issue Date 30 June 2026 Product Currency EUR Redemption Date (maturity) 4 July 2035 Notional Amount (per certificate) EUR 1,000 Early Redemption Amount An amount, subject to a minimum of zero, equal to the proceeds of the sale of the Reference Bond (or the amount payable to holders of the Reference Bond on an early redemption of the Reference Bond, as the case may be) [plus or minus any termination payment from related swap agreements] less any associated costs. Early Redemption Date The date falling 10 business days following the sale of all underlying assets by the Issuer (following the occurrence of an Early Redemption Event) on which the Early Redemption Amount will be paid by the Issuer.
Coupon Period End Date 4 July in each year from and including 4 July 2027 to and including 4 July 2035 EUR-TEC10-CNO The 10-year Constant Maturity Yield rate (EUR-TEC10-CNO) of French government bonds, which appears on Reuters “BDFCNOTEC” (or any successor page thereto) at or after 11:30 am, Paris
time
Coupon Payment Dates 4 July in each year from and including 4 July 2027 to and including 4 July 2035
Reference Entity
Reference Bond Issuer: MALAKOFF HUMANIS PREVOYANCE Reference Bond Interest Amount: 4.5% per year Reference Bond Currency: EUR Reference Bond ISIN: FR0014010J17 Reference Bond Maturity Date: 20 June 2035 The product terms provide that if certain exceptional events occur (1) adjustments may be made to the product and/or (2) the Issuer of the product may terminate the product early. These events are specified in the product terms and principally relate to the Reference Entity, the product characteristics and the Issuer of the product.
The return (if any) you receive on such early termination is likely to be different depending on the scenarios described above and may be less than the amount you invested (including a possible 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 entities may be determined to be successors to the Reference Entity and such successor entity (or entities) may replace the Reference Entity. Following such succession an investor will take credit risk on the relevant successor(s) instead of the Reference Entity specified above. In the event that an entity is split into two (or N) new entities following a succession event, each with a Weight corresponding to half (or 1/N) of the initial entity's Weight, a Credit Event in respect of any of such new entities shall constitute half (or 1/N) of a Credit Event.
Similary in the event of a merger of two (or N) entities within the index into a single entity, a Credit Event in respect of such a merged entity shall constitute two (or N) Credit Events.
All redemptions described in this document (including potential gains) are calculated on the basis of the Notional Amount, excluding costs, social contributions and taxation applicable to this type of investment.
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 Official List of Luxembourg Stock Exchange.
4 / 6 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 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 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 sum payable by it or perform any other obligation in respect of any Security 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 performance of the relevant obligation on the due date for such performance.
Description of the guarantor
The Securities will be unconditionally and irrevocably guaranteed by BNP Paribas ("BNPP" or the "Guarantor") pursuant to a French law deed of guarantee executed by BNPP on 21 May 2026 (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 (Moody's Deutschland 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) and F1+ (Fitch Ratings Ireland Limited).
BNP Paribas’ organisation is based on three operating divisions: Corporate & Institutional Banking (CIB), Commercial, Personal Banking & 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), 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, Turkey 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 of 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 the share capital and Grand Duchy of Luxembourg holding 1.2% 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 », 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 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
5 / 6
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 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) 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 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, worsening economic conditions, rating downgrades, increases in sovereign credit spreads or other factors.
5. Adverse economic and financial conditions have in the past had and may in the future significantly affect on the BNP Paribas Group and the markets in which it operates.
6. Laws and regulations adopted in recent years, 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 variable rate of return of the Securities is dependent upon the performance of 10-year TEC.
2. Risks related to disruption and adjustments:
If an Administrator/Benchmark Event occurs, the Securities may be subject to adjustment or early redemption. Such consequences may have a material adverse effect on the value and liquidity of the Securities and/or the return a Holder can expect to receive on their investment.
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 time remaining until the scheduled redemption date of the Securities. The possibility that the value and trading price of the Securities will fluctuate (either positively or negatively) depends 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 affecting 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.
5. Exposure to credit risk of Reference Bond Issuer :
The Securities create exposure to the credit risk of the Reference Bond Issuer. Upon the occurrence of one or more of the Early Redemption Events which relate to the Reference Bonds or the Reference Bond Issuer, the holders may suffer significant losses at a time when losses may be suffered by a direct investor in obligations of such Reference Bond Issuer. However, the holding of a Security is unlikely to lead to outcomes which exactly reflect the impact of directly investing in the Reference Bonds, and losses could be considerably greater than would be suffered by a direct investor in the Reference Bonds and/or could arise for reasons unrelated to such Reference Bonds.
6. Limited Recourse Obligations :
The Securities are direct, secured, limited recourse obligations of the Issuer. payable solely out of the assets over which the Issuer. has granted security in favour of the Security Trustee on behalf of, among others, the holders of the Securities. If the proceeds of the realisation received by the Security Trustee for the benefit of the holders from the Charged Assets are insufficient to make payments on the Securities after deduction of the amounts payable in priority to the amounts due to the holders, no other assets or sources of revenue will be available for payment of any shortfall, and, following distribution of the proceeds of such realisation, the obligation of the Issuer to pay such shortfall shall be extinguished.
7. Subordination of holders to payment of expenses and other payments :
6 / 6 On enforcement of the pledge agreement entered into by the Issuer and other applicable security agreements, the proceeds of such enforcement and realisation of the Charged Assets will be used to pay (i) any fees and expenses incurred in enforcement and realisation of the Charged Assets, (ii) fees and other amounts due to the Security Trustee (and any agents appointed by it) and (iii) amounts due from the Issuer to BNP Paribas as swap counterparty before being used to pay holders of the Securities. This will reduce the amount available to be paid to the holders in the event of enforcement of the security and increase the likelihood of the holder suffering a loss.
8. Reliance on creditworthiness of other parties :
In certain circumstances, the Issuer will be dependent on the performance and creditworthiness of other parties in order to pay amounts due in connection with the Securities. These include BNP Paribas as the Swap Counterparty where the Issuer has paid the redemption proceeds from the Reference Bonds to the Swap Counterparty and therefore the ability of the Issuer to make payment of amounts due under the Securities will be dependent on the receipt by it of payments from the
Swap Counterparty
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
Application will be made by the Issuer (or on its behalf) for the Securities to be admitted to trading on the Official List of 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 used to maintain positions in options or futures contracts or other hedging instruments.
Estimated net proceeds: EUR 500,000
Underwriting agreement
No underwriting commitment is undertaken.
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 banking transactions with, and may perform other services for, the Issuer and the Guarantor and their affiliates in the ordinary course of business.
Various entities within the BNPP Group (including the Issuer and Guarantor) and Affiliates undertake different roles in connection with the Securities, including Issuer of the Securities and Calculation Agent of the Securities and may also engage in trading 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 interest.
BNP Paribas, which acts as Manager and Calculation Agent is an Affiliate of the Issuer and the Guarantor and potential conflicts 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 interest material to the offer, including conflicting interests.