1 / 18
FINAL VERSION APPROVED BY THE ISSUER
FINAL TERMS FOR NOTES
The Issuer accepts responsibility for this unsigned document in P DF format dated on the date mentioned below that is the final version of the Final Terms relating to the Secur ities described herein.
FINAL TERMS DATED 7 JULY 2026
BNP Paribas Issuance B.V.
(incorporated in The Netherlands)
(as Issuer)
Legal entity identifier (LEI): 7245009UXRIGIRYOBR48
BNP Paribas
(incorporated in France)
(as Guarantor)
Legal entity identifier (LEI): R0MUWSFPU8MPRO8K5P83 Issue of EUR 30,000,000 "Share Linked Securities" due 14 July 2033
ISIN Code: XS3399688962
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 -151 on 21 May 2026
BNP Paribas Financial Markets S.N.C.
(as Manager)
Any person making or intending to make an offer of Notes may only do so in circumstances in which no obligation arise s for the Issuer, the Guarantor or any Manager to publish a pro spectus 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, no r do they authorise, the making of any offer of Securities in any other circumstances.
2 / 18
PART A – CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as su ch for the purposes of the Conditions set forth in the Base Pr ospectus dated 21 May 2026, each Supplement to the Base Prospectus published and approved on or before the date of these F inal Terms and any other Supplement to the Base Prospectus which may have been publ ished 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 togeth er constitute a base prospectus for the purposes of Regulation (EU) 2017/1129, as amended (the " Prospectus Regulation ") (the " Base Prospectus "). This document constitutes the Final Terms of the Secu rities described herein for the purposes of the Prospectus Regulation and must be read in conjunc tion with the Base Prospectus to obtain all the relevant informa tion. A summary of the Securities is annexed to these Final Term s. The Base Prospectus and, any Supplement(s) to the Base Prospectus and these Final Terms are available for viewing at 1, R ue Laffitte, 75009, Paris, France and https://rates -
globalmarkets.bnpparibas.com/documents/legaldocs/resource index.htm .
References herein to numbered Conditions are to the terms and co nditions 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 th ey relate to such s eries of Securities, save as where otherwise expressly provid ed.
1. Issuer:
BNP Paribas Issuance B.V.
2. Guarantor:
BNP Paribas.
3. Trade Date, Series Number and
Tranche Number:
(a) Trade Date:
17 June 2026 (b) Series Number:
EI3198AET
(c) Tranche Number:
1 4. Issue Date, Interest Commencement Date and Maturity Date:
(a) Issue Date:
7 July 2026 (b) Interest Commencement
Date:
The Issue Date.
(c) Maturity Date:
14 July 2033
Business Day Convention for Maturity Date: Following 5. Aggregate Nominal Amount and
Issue Price:
(a) Aggregate Nominal Amount – Series:
EUR 30,000,000
(b) Aggregate Nominal Amount – Tranche:
EUR 30,000,000
(c) Issue Price of Tranche:
100 per cent. of the Aggregate Nominal Amount of the appli cable Tranche.
6. Type of Securities:
(a) Notes
(b) Redemption/Payment Basis:
Share Linked Redemption
(c) Interest Basis:
Share Linked Interest
(d) The provisions of Annex 3 (Additional Terms and Conditi ons for Share Securities) shall apply.
3 / 18
Tax Gross -up: Condition 6.3 ( No Gross -up) applicable 7. Form of Securities:
Bearer.
New Global Note:
No.
Temporary Bearer Global Note exchangeable for a Perman ent Bearer Global Note which is exchangeable for definitive Bearer Notes only upon an Exchange Event.
Talons for future Coupons or Receipts to be attached to definitive Notes (and dates on which such Talons mature):
Yes, as the Notes have more than 27 coupon payments, Talo ns may be required if, on exchange into definitive form, more than 2 7 coupon payments are still to be made.
8. Business Days/Payment Days:
(a) Additional Business
Centre(s) (Condition
3.12):
The applicable Additional Business Centre for the purpos es of the definition of "Business Day" in Condition 3.12 is T2.
(b) Financial Centre(s) or other special provisions relating to Payment Days for the purposes of
Condition 4(a):
T2.
9. Settlement:
Settlement will be by way of cash payment (Cash Settled Securities ).
10. Specified Denomination and
Calculation Amount:
(a) Specified
Denomination(s):
EUR 1,000
(b) Calculation Amount:
EUR 1,000
11. Variation of Settlement:
Not applicable.
12. Final and Early Redemption
Amount:
(a) Final Redemption
Amount:
Final Payout.
(b) Final Payout:
SPS Payouts:
SPS Reverse Convertible Securities
SPS Reverse Convertible Standard Securities:
Calculation Amount multiplied by:
(A) if no Knock -in Event has occurred:
100%; or
(B) if a Knock in Event has occurred, Min (100%, Final Redemption Value).
Strike Price Minimum Value: Applicable.
Where:
Basket has the meaning given to such term in item 26(a).
Final Redemption Value means the Worst Value.
4 / 18 SPS Redemption Valuation Date means the Valuation Date.
SPS Valuation Date means the SPS Redemption Valuation Date or the Strike Day, as applicable.
Strike Days has the meaning given in the below table:
t Strike Days t 1 17 June 2026 2 23 June 2026 3 30 June 2026
Strike Period means the period from and including 17 June 2026 to and including 30 June 2026.
Underlying Reference has the meaning given to such term in item 26(a).
Underlying Reference Closing Price Value means, in respect of a SPS Valuation Date, the Closing Price in respect of such day.
Underlying Reference Strike Price means, in respect of an Underlying Reference, the lowest Underlying Reference Closing Price Value for such Underlying Reference for all the Strike Days in the Strike Period.
Underlying Reference Value means, in respect of an Underlying Reference and a SPS Valuation Date, (i) the Underlying Refere nce Closing Price Value for such Underlying Reference in res pect of such SPS Valuation Date (ii) divided by the Underlying Reference Strike Pr ice.
Valuation Date means the Redemption Valuation Date.
Worst Value means, in respect of a SPS Valuation Date, the lowest Underlying Reference Value for any Underlying Reference in th e Basket in respect of such SPS Valuation Date.
(c) Early Redemption
Amount:
Market Value less Costs.
13. Relevant Asset(s):
Not applicable.
14. Entitlement:
Not applicable.
15. Exchange Rates:
(a) Exchange Rate:
Not applicable.
(b) Specified Exchange
Rate/Settlement
Currency Exchange
Rate:
Specified Exchange Rate: Not applicable.
Settlement Currency Exchange Rate: Not applicable.
16. Specified Currency and Settlement
Currency:
(a) Specified Currency:
EUR as defined in the definition of "Relevant Currency" in Cond ition 13 (Definitions).
(b) Settlement Currency:
EUR as defined in the definition of "Relevant Currency" in Cond ition 13 (Definitions).
17. Syndication:
The Securities will be distributed on a non -syndicated basis.
18. Minimum Trading Size:
EUR 1,000
19. Principal Security Agent:
BNP Paribas Financial Markets S.N.C.
20. Registrar:
Not applicable.
5 / 18 21. Calculation Agent:
BNP Paribas Financial Markets S.N.C.
Address (for the purpose of the Noteholder Account Informati on Notice):
20 boulevard des Italiens 75009 Paris, France 22. Governing law:
English Law
23. Masse provisions (Condition 18):
Not applicable.
PRODUCT SPECIFIC PROVISIONS FOR REDEMPTION
24. Hybrid Linked Redemption Notes:
Not applicable.
25. Index Linked Redemption Notes:
Not Applicable.
26. Share Linked Redemption Notes/ETI Share Linked Redemption Notes:
Applicable.
Share Securities: Applicable ETI Share Securities: Not applicable
(a) Share(s)/Share
Company/Basket
Company/GDR/ADR/ETI
Interest/Basket of ETI
Interests:
The Notes are linked to the performance of a basket (the "Basket" ) composed of 3 ordinary shares, or, if so indicated in the table below in the column Share k, another share type in the share capital of the relevant company (each an "Underlying Reference" or "Share" ) set out in the table below.
k Share k/B
asket
Company Screen
Page/Blo
omberg
Code ISIN Sha re Cur ren
cy Exchang
e
1 STMicroel
ectronics
NV STMPA
FP NL0000226223 EU
R Euronext
Paris
2 Safran SA SAF FP FR0000073272 EU
R Euronext
Paris
3 Schneider
Electric
SE SU FP FR0000121972 EU
R Euronext
Paris
(b) Relative Performance
Basket:
Worst performing.
(c) Share/ETI Interest
Currency:
As set out in item 26(a).
(d) ISIN of Share(s))/ETI
Interest(s):
As set out in item 26(a).
(e) Exchange(s):
As set out in item 26(a).
(f) Related Exchange(s):
All Exchanges.
(g) Exchange Business Day:
All Share Basis.
(h) Scheduled Trading Day:
All Share Basis.
(i) Weighting:
Not Applicable.
(j) Settlement Price:
Official closing price.
(k) Specified Maximum Days
of Disruption:
Eight (8) Scheduled Trading Days.
(l) Valuation Time:
As per Conditions.
(m) Redemption Valuation
Date:
30 June 2033
6 / 18 (n) Redemption on Occurrence of an
Extraordinary Event:
Delayed Redemption on Occurrence of an Extraordinary Even t: Not
applicable
(o) Dividend Payment Not applicable.
(p) Share/ETI Interest
Correction Period:
As per Conditions.
(q) Listing Change:
Not applicable.
(r) Listing Suspension:
Not applicable.
(s) Illiquidity:
Not applicable.
(t) Tender Offer:
Applicable.
(u) CSR Event:
Not applicable.
27. ETI Linked Redemption Notes:
Not applicable.
28. Debt Linked Redemption Notes:
Not applicable.
29. Commodity Linked Redemption
Notes:
Not applicable.
30. Inflation Index Linked Redemption
Notes:
Not applicable.
31. Currency Linked Redemption Notes:
Not applicable.
32. Fund Linked Redemption Notes:
Not applicable.
33. Futures Linked Redemption Notes:
Not applicable.
34. Credit Securities:
Not applicable.
35. Underlying Interest Rate Linked
Redemption Notes:
Not applicable.
36. Partly Paid Notes:
The Securities are not Partly Paid Notes.
37. Instalment Notes:
Not applicable.
38. Illegality (Condition 10.1) and Force Majeure (Condition 10.2):
Illegality: redemption in accordance with Security Conditio n 10.1(d).
Force Majeure: redemption in accordance with Security Con dition 10.2(b).
39. Additional, Optional Additional and CNY Payment Disruption Events:
(a) Additional Disruption Events and Optional
Additional Disruption
Events:
(a) Additional Disruption Events: Applicable.
(b) The following Optional Additional Disruption Events app ly to the
Securities:
Administrator/Benchmark Event
Insolvency Filing
(c) Redemption:
Delayed Redemption on Occurrence of an Additional Disruptio n Event and/or Optional Additional Disruption Event: Not applic able.
(b) CNY Payment Disruption
Event:
Not applicable.
40. Knock -in Event:
Applicable.
"less than".
7 / 18 (a) SPS Knock -in Valuation:
Applicable.
Strike Price Minimum Value: Applicable.
Where:
Basket has the meaning given to such term in item 26(a).
Knock -in Value means the Worst Value.
SPS Valuation Date means the Knock -in Determination Day.
Strike Day has the meaning given at item 12(b).
Strike Period has the meaning given at item 12(b).
Underlying Reference has the meaning given to such term in item 26(a) above.
Underlying Reference Closing Price Value means, in respect of a SPS Valuation Date, the Closing Price in respect of such day.
Underlying Reference Strike Price means, in respect of an Underlying Reference, the lowest Underlying Reference Closing Price Value for such Underlying Reference for all the Strike Days in the Strike Period.
Underlying Reference Value means, in respect of an Underlying Reference and a SPS Valuation Date, (i) the Underlying Refere nce Closing Price Value for such Underlying Reference in res pect of such SPS Valuation Date (ii) divided by the Underlying Reference Strike Pr ice.
Worst Value means, in respect of a SPS Valuation Date, the lowest Underlying Reference Value for any Underlying Reference in th e Basket in respect of such SPS Valuation Date.
(b) Level:
Not applicable.
(c) Knock -in Level/Knock -in Range Level/Knock -in Bottom Level/Knock -in
Top Level/Individual
Underlying Reference
Knock -in Level:
Knock -in Level: 30 per cent.
(d) Knock -in Period
Beginning Date:
Not applicable.
(e) Knock -in Period Beginning Date Day
Convention:
Not applicable.
(f) Knock -in Determination
Period:
Not applicable.
(g) Knock -in Determination
Day(s):
Redemption Valuation Date.
(h) Knock -in Period Ending
Date:
Not applicable.
(i) Knock -in Period Ending Date Day Convention:
Not applicable.
(j) Knock -in Valuation Time:
Valuation Time.
8 / 18 (k) Knock -in Observation
Price Source:
Not applicable.
(l) Disruption
Consequences:
Applicable.
41. Knock -out Event:
Not applicable.
ISSUER CALL OPTION, NOTEHOLDER PUT OPTION AND AUTOMATIC EARLY REDEMPTION
42. Issuer Call Option:
Not applicable.
43. Noteholder Put Option:
Not applicable.
44. Automatic Early Redemption:
Applicable.
(a) Automatic Early
Redemption Event:
Standard Automatic Early Redemption – Automatic Early Redemption
Event 1:
"greater than or equal to".
(b) Automatic Early
Redemption Payout:
SPS Automatic Early Redemption Payout:
NA x (AER Redemption Percentage + AER Exit Rate)
Where:
AER Exit Rate means, in respect of a SPS ER Valuation Date, the AER Rate.
AER Redemption Percentage means 100 per cent.
NA means the Calculation Amount.
Settlement Price Date means the Valuation Date.
SPS ER Valuation Date means the Settlement Price Date.
Valuation Date means the relevant Automatic Early Redemption Valuation Date.
(c) Automatic Early
Redemption Date(s):
Each date in the column headed " Automatic Early Redemption Date n" in the table in item 44(h) below.
(d) Automatic Early Redemption Level 1:
Each percentage in the column headed " Automatic Early Redemption Level n" in the table in item 44(h) below.
(e) Automatic Early
Redemption Percentage:
Not applicable.
(f) AER Rate:
0 per cent.
(g) AER Exit Rate:
The AER Rate as set out in item 44(f) above.
(h) Automatic Early
Redemption Valuation
Date(s)/Period(s):
Each date in the column headed " Automatic Early Redemption Valuation Date n" in the table below.
n Automatic Early
Redemption
Valuation Date n Automatic Early
Redemption
Date n Automatic Early
Redemption
Level n
1 30 June 2027 14 July 2027 100%
9 / 18 2 30 September 2027 14 October 2027 100% 3 30 December 2027 13 January 2028 100% 4 30 March 2028 13 April 2028 100% 5 30 June 2028 14 July 2028 96% 6 2 October 2028 16 October 2028 96% 7 2 January 2029 16 January 2029 96% 8 3 April 2029 17 April 2029 96% 9 2 July 2029 16 July 2029 92% 10 1 October 2029 15 October 2029 92% 11 31 December 2029 15 January 2030 92% 12 1 April 2030 15 April 2030 92% 13 1 July 2030 15 July 2030 88% 14 30 September 2030 14 October 2030 88% 15 30 December 2030 14 January 2031 88% 16 31 March 2031 16 April 2031 88% 17 30 June 2031 14 July 2031 84% 18 30 September 2031 14 October 2031 84% 19 30 December 2031 14 January 2032 84% 20 30 March 2032 13 April 2032 84% 21 30 June 2032 14 July 2032 80% 22 30 September 2032 14 October 2032 80% 23 30 December 2032 13 January 2033 80% 24 30 March 2033 13 April 2033 80%
(i) Automatic Early
Redemption Valuation
Time:
Not applicable.
(j) Observation Price
Source:
See item 26(a).
(k) Underlying Reference
Level 1:
Official close.
(l) Underlying Reference
Level 2:
Not applicable.
(m) SPS AER Valuation:
Applicable:
SPS AER Value 1: Worst Value
Strike Price Minimum Value: Applicable.
Where:
Automatic Early Redemption Valuation Date means each date specified as an Automatic Early Redemption Valuation Date n in the table in item 44(h).
Basket has the meaning given to such term in item 26(a).
10 / 18 SPS Valuation Date means each Automatic Early Redemption Valuation Date.
Strike Days has the meaning given at item 12(b).
Strike Period has the meaning given at item 12(b).
Underlying Reference has the meaning given to such term in item 26(a).
Underlying Reference Closing Price Value means, in respect of a SPS Valuation Date, the Closing Price in respect of such day.
Underlying Reference Strike Price means, in respect of an Underlying Reference, the lowest Underlying Reference Closing Price Value for such Underlying Reference for all the Strike Days in the Strike Period.
Underlying Reference Value means, in respect of an Underlying Reference and a SPS Valuation Date, (i) the Underlying Refere nce Closing Price Value for such Underlying Reference in res pect of such SPS Valuation Date (ii) divided by the Underlying Reference Strike Pr ice.
Worst Value means, in respect of a SPS Valuation Date, the lowest Underlying Reference Value for any Underlying Reference in th e Basket in respect of such SPS Valuation Date.
(n) AER Event 1
Underlying(s):
As set out in item 26(a) above.
(o) AER Event 2
Underlying(s):
Not applicable.
(p) AER Event 1 Basket:
Not applicable.
(q) AER Event 2 Basket:
Not applicable.
(r) Target Automatic Early
Redemption Percentage:
Not applicable.
GENERAL PROVISIONS FOR VALUATION(S)
45. Strike Date, Strike Price, Averaging Date(s), Observation Period and
Observation Date(s):
(a) Strike Days:
As set out in item 12(b).
Strike Price: Not applicable.
(b) Averaging:
Averaging does not apply to the Securities.
(c) Observation Dates:
Not applicable.
(d) Observation Period:
Not applicable.
46. PROVISIONS RELATING TO
INTEREST (IF ANY) PAYABLE
(a) Interest:
Applicable.
Coupon Switch: Not applicable (i) Interest Period(s):
As per the Conditions.
(ii) Interest Period End
Date(s):
Each Interest Payment Date.
11 / 18 (iii) Business Day
Convention for
Interest Period End
Date(s):
None.
(iv) Interest Payment
Date(s):
Each of the Interest Payment Dates set out in the column entit led "Interest Payment Date i" in the below table.
i Interest Valuation Date i Interest Payment Date i 1 30 September 2026 14 October 2026 2 30 December 2026 14 January 2027 3 30 March 2027 13 April 2027 4 30 June 2027 14 July 2027 5 30 September 2027 14 October 2027 6 30 December 2027 13 January 2028 7 30 March 2028 13 April 2028 8 30 June 2028 14 July 2028 9 2 October 2028 16 October 2028 10 2 January 2029 16 January 2029 11 3 April 2029 17 April 2029 12 2 July 2029 16 July 2029 13 1 October 2029 15 October 2029 14 31 December 2029 15 January 2030 15 1 April 2030 15 April 2030 16 1 July 2030 15 July 2030 17 30 September 2030 14 October 2030 18 30 December 2030 14 January 2031 19 31 March 2031 16 April 2031 20 30 June 2031 14 July 2031 21 30 September 2031 14 October 2031 22 30 December 2031 14 January 2032 23 30 March 2032 13 April 2032 24 30 June 2032 14 July 2032 25 30 September 2032 14 October 2032 26 30 December 2032 13 January 2033 27 30 March 2033 13 April 2033 28 30 June 2033 14 July 2033
(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:
Not applicable.
(xi) Determination
Date(s):
Not applicable.
12 / 18 (xii) Accrual to
Redemption:
Not applicable.
(xiii) Rate of Interest:
Linked Interest.
(xiv) Coupon rate:
Applicable.
Snowball Digital Coupon applicable (where Single Snowball Digi tal Coupon Condition is applicable):
(A) if the Snowball Digital Coupon Condition is satisfied in respe ct of SPS Coupon Valuation Date (i):
Rate (i) + SumRate (i); or
(B) if the Snowball Digital Coupon Condition is not satisfied in respect of SPS Coupon Valuation Date (i):
zero.
Where:
Basket has the meaning given to such term in item 26(a).
Interest Valuation Date(s) i means the relevant date as set out in item 47(c)(iv).
Rate (i) means 2.95 per cent.
Settlement Price Date means the relevant Valuation Date.
Snowball Barrier Value means Worst Value.
Snowball Date means each date on which the relevant Snowball Digital Coupon Condition is satisfied.
Snowball Digital Coupon Condition means that the Snowball Barrier Value for the relevant SPS Valuation Date is equal or gr eater than the Snowball Level.
Snowball Level means 50 per cent.
SPS Coupon Valuation Date means the relevant Settlement Price Date.
SPS Valuation Date means the relevant SPS Coupon Valuation Date.
Strike Period has the meaning given at the item 12(b).
Strike Day has the meaning given at item 12(b).
SumRate (i) means the sum of Rate (i) for each SPS Coupon Valuation Date in the period from (but excluding) the last occurring Sn owball Date (or, if none, the Issue Date) to (but excluding) the relevant SPS Coup on Valuation Date.
Underlying Reference has the meaning given to such term in item 47(c)(i).
Underlying Reference Closing Price Value means, in respect of a SPS Valuation Date, the Closing Price in respect of such day.
13 / 18 Underlying Reference Strike Price means, in respect of an Underlying Reference, the lowest Underlying Reference Closing Price Value for such Underlying Reference for all the Strike Days in the Strike Period.
Underlying Reference Value means, in respect of an Underlying Reference and a SPS Valuation Date, (i) the Underlying Refere nce Closing Price Value for such Underlying Reference in res pect of such SPS Valuation Date (ii) divided by the relevant Underlying Reference Strike Price.
Valuation Date means the relevant Interest Valuation Date i.
Worst Value means, in respect of a SPS Valuation Date, the lowest Underlying Reference Value for any Underlying Reference in th e Basket in respect of such SPS Valuation Date.
(b) Fixed Rate Provisions:
Not applicable.
(c) Floating Rate Provisions:
Not applicable.
(d) Zero Coupon Provisions:
Not applicable.
PRODUCT SPECIFIC PROVISIONS FOR LINKED INTEREST (IF APPLICABLE)
47. Linked Interest Notes:
Applicable.
(a) Hybrid Linked Interest
Notes:
Not applicable.
(b) Index Linked Interest
Provisions:
Not Applicable.
(c) Share Linked/ETI Share
Linked Interest
Provisions:
Applicable.
Share Securities: Applicable.
ETI Share Securities: Not applicable.
(i) Share(s)/Share
Company/Basket
Company/GDR/ADR/
ETI Interest/Basket
of ETI Interests:
The Notes are linked to the performance of a basket (the "Basket" ) composed of 3 ordinary shares, or, if so indicated in the table below in the column Share k, another share type in the share capital of the relevant company (each an "Underlying Reference" or "Share" ) set out in the table below.
Share Currency: As set out in the table below.
ISIN of Share: As set out in the table below.
Screen Page: Bloomberg Code: As set out in the table below.
k Share k/B
asket
Company Screen
Page/Blo
omberg
Code ISIN Share
Currency Exchang
e
1 STMicroel
ectronics
NV STMPA
FP NL000022
6223 EUR Euronext
Paris
2 Safran SA SAF FP FR00000
73272 EUR Euronext
Paris
3 Schneider
Electric
SE SU FP FR00001
21972 EUR Euronext
Paris
14 / 18
(ii) Relative
Performance Basket:
Worst performing.
(iii) Valuation Time:
As per the Conditions.
(iv) Interest Valuation
Date(s):
Each of the dates set out in the column entitled " Interest Valuation Date i" in item 46(a)(iv) above.
(v) Exchange(s):
As set out in item 47(c)(i).
(vi) Related
Exchange(s):
All Exchanges.
(vii) Exchange Business
Day:
All Shares Basis (viii) Scheduled Trading
Day:
All Shares Basis (ix) Settlement Price Official closing price.
(x) Weighting:
Not applicable.
(xi) Redemption on Occurrence of an
Extraordinary Event:
Delayed Redemption on Occurrence of an Extraordinary Even t: Not applicable.
(xii) Share/ETI Interest
Correction Period:
As per the Conditions.
(xiii) Specified Maximum
Days Disruption:
Eight (8) Scheduled Trading Days.
(xiv) Tender Offer:
Applicable.
(xv) Listing Change:
Not applicable.
(xvi) Listing Suspension:
Not applicable.
(xvii) Illiquidity:
Not applicable.
(xviii) CSR Event:
Not applicable.
(d) ETI Linked Interest
Provisions:
Not applicable.
(e) Debt Linked Interest
Provisions:
Not applicable.
(f) Commodity Linked
Interest Provisions:
Not applicable.
(g) Inflation Index Linked
Interest Provisions:
Not applicable.
(h) Currency Linked Interest
Provisions:
Not applicable.
(i) Fund Linked Interest
Provisions:
Not applicable.
(j) Futures Linked Interest
Provisions:
Not applicable.
(k) Underlying Interest Rate
Linked Interest
Provisions:
Not applicable.
DISTRIBUTION
48. U.S. Selling Restrictions:
Reg. S Compliance Category 2; TEFRA D
15 / 18 49. Additional U.S. Federal income tax
considerations:
The Securities are not Specified Securities for the purp ose of Section 871(m) of the U.S. Internal Revenue Code of 1986.
50. Non-exempt Offer:
Not applicable.
51. Prohibition of Sales:
Not applicable.
(i) Prohibition of Sales to EEA Retail Investors:
Not applicable.
(ii) Prohibition of Sales to UK Retail Investors:
Not applicable.
(iii) Prohibition of Sales to EEA Non Natural
Persons (where
Securities are held in a
retail account):
Not applicable.
(iv) Prohibition of Sales to UK Non Natural Persons (where Securities are held in a retail account):
Not applicable.
PROVISIONS RELATING TO COLLATERAL AND SECURITY
52. Secured Securities other than Nominal Value Repack Securities:
Not applicable.
53. Nominal Value Repack Securities:
Not applicable.
54. Actively Managed Securities:
Not applicable.
Responsibility
The Issuer accepts responsibility for the information co ntained in these Final Terms. To the best of the knowledg e of the Iss uer (who has taken all reasonable care to ensure that such is th e case), the information contained herein is in accordance with the facts and does not omit anything likely to affect the import of s uch information.
16 / 18
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 for trading on the Luxembourg Stock Exchange's re gulated market.
Estimate of total expenses related to admission to trading: EUR 3,5 50.00.
2. RATINGS
Ratings:
The Notes have not been rated.
3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE OFFER
Save as discussed in the " Potential Conflicts of Interest " paragraph in the " Risks" section in the Base Prospectus, so far as the Issuer is aware, no person involved in the offer of the Securi ties has an interest material to the offer.
4. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
(i) Reasons for the offer:
See "Use of Proceeds" in the Base Prospectus.
(ii) Estimated net proceeds:
EUR 30,000,000.00
(iii) Estimated total expenses:
See item 1 of this Part B above.
5. PERFORMANCE OF INDEX AND OTHER INFORMATION CONCERNING THE UNDERLYING REFERENCE OR
REFERENCE RATE
Share Website Bloomberg Screen Page STMicroelectronics NV https://www.st.com/ STMPA FP Equity Safran SA https://www.safran -group.com/ SAF FP Equity Schneider Electric SE https://www.se.com/ SU FP Equity
6. OPERATIONAL INFORMATION
(i) ISIN:
XS3399688962
(ii) Common Code:
339968896
(iii) Valoren:
157426794
(iv) CFI:
DECVRB
(v) FISN:
BNPPIBV/VARI NT NKG 20330714 BSKT
(vi) Any clearing system(s) other than Euroclear and
Clearstream, Luxembourg
and Euroclear France approved by the Issuer and the Principal Paying Agent and the relevant identification
number(s):
Not applicable.
(vii) Delivery:
Delivery against payment.
(viii) Additional Paying Agent(s) (if
any):
Not applicable.
(ix) Intended to be held in a manner which would allow
Eurosystem eligibility:
No. Whilst the designation is specified as "no" at the da te of these Final Terms, should the Eurosystem eligibility criteria be amended in the future such that the Securities are capable of meeting them the Securities may then be deposited with one of the ICSDs as common safekeeper. Note that this does not necessarily mean that the Securities will then be recognised as eligible collateral for Eurosystem mone tary policy and intra -
day credit operations by the Eurosystem at any time duri ng their life. Such
17 / 18 recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.
7. EU BENCHMARKS REGULATION
EU Benchmarks Regulation: Article 29(2) statement on benchmarks: Not applicable.
18 / 18
ANNEX - ISSUE SPECIFIC SUMMARY
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 inv estment.
Where a claim relating to information contained in the Base Prospect us 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 Iss uer or the Guarantor solely on the basis of this summary, includ ing any translation hereof, but only if it is misleading, inaccurate or inconsistent when read together with t he other parts of the Base Prospectus and the applicable Final Terms or it does not prov ide, when read together with the other parts of the Base Prospectus and the appli cable Final Terms, key information in order to aid investor s when considering whether to invest in the Securi ties.
You are about to purchase a product that is not simple and may be di fficult to understand.
Name and international securities identification number (ISIN) of the securities
EUR "SL - PHOENIX MEMOIRE TRIMESTRIEL PANIER WO ASYNCHRONE JUIL LET 2026" Notes relating to 3 Shares - The securities are Notes. International Securities Identification Number (" ISIN"): XS3399688962.
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 N etherlands (telephone number:
+31(0)88 738 0000).
Identity and contact details of the competent authority approving the p rospectus
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 nu mber 26 -151 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 / coun try of incorporation
BNPP B.V. was incorporated in the Netherlands as a private company with limited liability under Dutch law having its regi stered office at Parnassusweg 789, 1082 LZ Amsterdam, the Netherlands. Legal entity identifier (LEI): 724 5009UXRIGIRYOBR48.
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 s hort 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 BNP P 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 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 H erskovic/Cyril Le Merrer/Folkert van Asma/Hugo Peek/Matthew Y andle.
Identity of the issuer's statutory auditors
Deloitte Accountants B.V. are the auditors of the Issuer. Deloitt e 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 Neth erlands 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
2 / 7
Balance sheet
Year Year -1 In € 31/12/2025 31/12/2024 Net financial debt (long term debt plus short term debt minus cash) 164,334,371,318 124,241,216,005 Current ratio (current assets/current liabilities) 1 1 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 o n 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 creditwor thiness 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
EUR "SL - PHOENIX MEMOIRE TRIMESTRIEL PANIER WO ASYNCHRONE JUIL LET 2026" Notes relating to 3 Shares - The securities are Notes. International Securities Identification Number (" ISIN"): XS3399688962.
Currency / denomination / par value / number of securities issued / ter m of the securities
The currency of the Securities is Euro ("EUR"). The Securities have a par value of EUR 1,000. 30,000 Securities will be issue d. The Securities will be redeemed on 14 July 2033.
Rights attached to the securities
Negative pledge - The terms of the Securities will not contain a negative pledge pr ovision.
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 wi nding 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 return ba sed on the performance of underlying shares (each share, an U nderlying). The product may also pay Coupon under predefined conditions in accordance with the Coupon provisions below.
Unless the product has been redeemed early, the following provisions would apply.
On the Redemption Date you will receive in respect of each note, in addition to any final payment of a Coupon:
1. If a Barrier Event has not occurred: a payment in cash equal to the Notional Amount.
2. If a Barrier Event has occurred: a payment in cash equal to the Notional Amount decreased by the Performance of the Worst -Performing Underlying. In this case you will suffer a partial or total loss of the Notional Amount .
Coupon: A conditional Coupon is due for payment at the relevant Conditional Cou pon Rate each time the following condition (Coupon Con dition) is met: if, on a Coupon Valuation Date, the closing price of each underlying is greater t han or equal to the relevant Cond itional Coupon Barrier. Otherwise, the Coupon is missed but not lost definitely. All missed Coupons will accumulate and become payabl e only if the Coupon Condition is subsequently satisfied.
Automatic Early Redemption: If, on any Autocall Valuation Date, in respect of each underlying , the closing price of such underlying on that Autocall Valu ation Date or any of the Autocall Valuation Date which precede that Autocall Valua tion Date is greater than or equal to the releva nt Autocall Barrier, the product will be redeemed on the corresponding Early Redemption Date. You will receive for ea ch note a payment in cash equal to the Notional Amount
Where:
A Barrier Event shall be deemed to occur if the Final Referenc e Price of at least one Underlying is below the Barrier.
The Performance of an Underlying is the difference between its Final Reference Price and its Initial Reference Price, divided by its Initial Reference Price, expressed in absolute value.
The Worst -Performing Underlying is the Underlying that shows the lowest Fi nal Reference Price when divided by its Initial Reference Pri ce.
The Initial Reference Price of an Underlying is the lowest closing price of that Underlying on the Initial Lookback Dates.
The Final Reference Price of an Underlying is the closing price of that Underlying on the Redemption Valuation Date.
Strike Date 17 June 2026 Issue Price 100% Issue Date 07 July 2026 Product Currency EUR Redemption Valuation Date 30 June 2033 Notional Amount (per note) EUR 1,000 Redemption Date (maturity) 14 July 2033
Coupon Valuation Date(s) See Annex Coupon Payment Date(s) See Annex Conditional Coupon Barrier(s) See Annex Conditional Coupon Rate(s) See Annex
Barrier 30% of the Initial Reference Price Autocall Valuation Date(s) See Annex Early Redemption Date(s) See Annex Autocall Barrier(s) See Annex Initial Lookback Date(s) 17 June 2026, 24 June 2026 and 01 July
2026
3 / 7 Underlying Bloomberg Code ISIN STMicroelectronics NV STMPA FP NL0000226223
Safran SA SAF FP FR0000073272
Schneider Electric SE SU FP FR0000121972
4 / 7
ANNEX
Coupon
Coupon Valuation Date(s) Coupon Payment Date(s) Conditional Coupon Barrier(s) Conditional Coupon Rate(s) 30 September 2026 14 October 2026 50% of the Initial Reference Price 2.95% of the Notional Amount 30 December 2026 14 January 2027 50% of the Initial Reference Price 2.95% of the Notional Amount 30 March 2027 13 April 2027 50% of the Initial Reference Price 2.95% of the Notional Amount 30 June 2027 14 July 2027 50% of the Initial Reference Price 2.95% of the Notional Amount 30 September 2027 14 October 2027 50% of the Initial Reference Price 2.95% of the Notional Amount 30 December 2027 13 January 2028 50% of the Initial Reference Price 2.95% of the Notional Amount 30 March 2028 13 April 2028 50% of the Initial Reference Price 2.95% of the Notional Amount 30 June 2028 14 July 2028 50% of the Initial Reference Price 2.95% of the Notional Amount 02 October 2028 16 October 2028 50% of the Initial Reference Price 2.95% of the Notional Amount 02 January 2029 16 January 2029 50% of the Initial Reference Price 2.95% of the Notional Amount 03 April 2029 17 April 2029 50% of the Initial Reference Price 2.95% of the Notional Amount 02 July 2029 16 July 2029 50% of the Initial Reference Price 2.95% of the Notional Amount 01 October 2029 15 October 2029 50% of the Initial Reference Price 2.95% of the Notional Amount 31 December 2029 15 January 2030 50% of the Initial Reference Price 2.95% of the Notional Amount 01 April 2030 15 April 2030 50% of the Initial Reference Price 2.95% of the Notional Amount 01 July 2030 15 July 2030 50% of the Initial Reference Price 2.95% of the Notional Amount 30 September 2030 14 October 2030 50% of the Initial Reference Price 2.95% of the Notional Amount 30 December 2030 14 January 2031 50% of the Initial Reference Price 2.95% of the Notional Amount 31 March 2031 16 April 2031 50% of the Initial Reference Price 2.95% of the Notional Amount 30 June 2031 14 July 2031 50% of the Initial Reference Price 2.95% of the Notional Amount 30 September 2031 14 October 2031 50% of the Initial Reference Price 2.95% of the Notional Amount 30 December 2031 14 January 2032 50% of the Initial Reference Price 2.95% of the Notional Amount 30 March 2032 13 April 2032 50% of the Initial Reference Price 2.95% of the Notional Amount 30 June 2032 14 July 2032 50% of the Initial Reference Price 2.95% of the Notional Amount 30 September 2032 14 October 2032 50% of the Initial Reference Price 2.95% of the Notional Amount 30 December 2032 13 January 2033 50% of the Initial Reference Price 2.95% of the Notional Amount 30 March 2033 13 April 2033 50% of the Initial Reference Price 2.95% of the Notional Amount 30 June 2033 14 July 2033 50% of the Initial Reference Price 2.95% of the Notional Amount Automatic Early Redemption
Autocall Valuation Date(s) Early Redemption Date(s) Autocall Barrier(s) 30 June 2027 14 July 2027 100% of the Initial Reference Price 30 September 2027 14 October 2027 100% of the Initial Reference Price 30 December 2027 13 January 2028 100% of the Initial Reference Price 30 March 2028 13 April 2028 100% of the Initial Reference Price 30 June 2028 14 July 2028 96% of the Initial Reference Price 02 October 2028 16 October 2028 96% of the Initial Reference Price 02 January 2029 16 January 2029 96% of the Initial Reference Price 03 April 2029 17 April 2029 96% of the Initial Reference Price 02 July 2029 16 July 2029 92% of the Initial Reference Price 01 October 2029 15 October 2029 92% of the Initial Reference Price 31 December 2029 15 January 2030 92% of the Initial Reference Price 01 April 2030 15 April 2030 92% of the Initial Reference Price 01 July 2030 15 July 2030 88% of the Initial Reference Price 30 September 2030 14 October 2030 88% of the Initial Reference Price 30 December 2030 14 January 2031 88% of the Initial Reference Price 31 March 2031 16 April 2031 88% of the Initial Reference Price 30 June 2031 14 July 2031 84% of the Initial Reference Price 30 September 2031 14 October 2031 84% of the Initial Reference Price 30 December 2031 14 January 2032 84% of the Initial Reference Price 30 March 2032 13 April 2032 84% of the Initial Reference Price 30 June 2032 14 July 2032 80% of the Initial Reference Price 30 September 2032 14 October 2032 80% of the Initial Reference Price 30 December 2032 13 January 2033 80% of the Initial Reference Price 30 March 2033 13 April 2033 80% of the Initial Reference Price
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 manne r 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 Is suer and rank pari passu among themselves.
Restrictions on the free transferability of the securities
5 / 7 There are no restrictions on the free transferability of the Secu rities.
Dividend or payout policy
Not Applicable
Where will the securities be traded?
Admission to trading
Application will be made by the Issuer (or on its behalf) for the Securities to be admitted to trading on the Luxembourg Stoc k Exchange (Regulated Market).
Is there a guarantee attached to the securities?
Nature and scope of the guarantee
The obligations under the guarantee are senior preferred obligations (wit hin 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 exception s as may from time to time be mandatory under French law.
In the event of a bail -in of BNPP but not BNPP B.V., the obligations and/or amounts owed by BNPP under the guarantee shall be reduced to reflect any such modification or reduction applied to liabilities of BNPP resulting from the appl ication of a bail -in of BNPP by any relevant regulator (including in a situation wh ere the Guarantee itself is not the subject of such bail -in).
The Guarantor unconditionally and irrevocably guarantees to each Holder that, if for any reason BNPP B.V. does not pay any su m payable by it or perform any other obligation in respect of any Securities on the date specified fo r 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 f unds or, as the case may be, perform or procure the performan ce of the relevant obligation on the due date for such pe rformance.
Description of the guarantor
The Securities will be unconditionally and irrevocably guaranteed by BNP Paribas ("BNPP" or the "Guarantor") pursuant to an E nglish law deed of guarantee executed by BNPP 21 May 2026 (the "Guarantee").
The Guarantor was incorporated in France as a société anonyme under French law and licensed as a bank having its head office at 16, boulevard des Italiens - 75009 Paris, France. Legal entity identifier (LEI): R0MUWSFPU8MPRO8K5 P83.
BNPP's long -term credit ratings are A+ with a stable outlook (S&P Globa l Ratings Europe Limited), A1 with a stable outlook (Moody's De utschland 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 Limite d).
BNP Paribas SA is the parent company of the BNP Paribas Gro up (together the " BNPP Group ").
BNP Paribas’ organisation is based on three operating divisions: Corporat e & 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 commercial e (BNL bc), Commercial & Personal Banking in Italy, Commercial & Personal Banking in Belgium (CPBB ) and Commercial & Personal Banking in Luxembourg (CPBL).
- Commercial & Personal Banking outside the Euro -zone, organised around : Europe -Mediterranean, covering Commercial & Personal Banking outside the Euro -zone, in particular in Central and Eastern Europe, Türkiye and Africa.
- Specialised Businesses : BNP Paribas Personal Finance, Arval and BNP Paribas Leasing Solutions, new digital businesses (in particular Nickel, Floa, Lyf) and BNP Paribas Personal Investors.
Investment & Protection Services (IPS): Insurance (BNP Paribas Cardif), BNP Paribas Wealth Management, B NP Paribas Asset Management (strengthened in 2025 by the integration of AXA Investment Managers), BNP Paribas Rea l Estate and IPS Investments (management of the BNP Paribas Gr oup’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 ap plied IFRS 17 « Insurance Contracts » and IFRS 9 « Financ ial Instruments », deferred for these entities until IFRS 17 comes into force.
Income statement
Year Year -1 Interim Comparative interim from same period in prior year In millions of € 31/12/2025 31/12/2024 31/03/2026 31/03/2025 Revenues 51,223 48,831 14,056 12,960 Cost of risk -3,350 -2,999 -922 -766 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
6 / 7
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%
Total Capital Ratio 17% 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, including on -balance sheet and off -balance sheet and including debt securities measured at amortised costs or at fair value through shareholders' eq uity reported (exc luding insurance) and on gross outstanding loans to customers and cr edit institutions, on -balance sheet and off -balance sheet and including debt securities measured at amortised cost s or at fair value through shareholders' equity (exclud ing 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 lev el of previously recorded provisions exposed to credit risk and counterparty risk could adversely affect the BNP Paribas Group’s results of operations and financial condit ion 2. The BNP Paribas Group’s risk management policies, procedures and metho ds may leave it exposed to unidentified or unanticipate d risks, which could lead to material
losses
3. The BNP Paribas Group may incur significant losses on its tradi ng and investment activities due to market fluctuations and vo latility 4. The BNP Paribas Group’s access to and cost of funding could be adve rsely affected by a resurgence of financial crises, worsen ing economic conditions, rating downgrades, increases in sovereign credit spreads or other factors 5. Adverse economic and financial conditions have in the past and may in the future significantly affect the BNP Paribas Group a nd the markets in which it operates 6. Laws and regulations in force, as well as current and future legis lative and regulatory developments, may significantly impac t the BNP Paribas Group and the financial and economic environment in which it operates.
7. Should the BNP Paribas Group fail to implement its strategic objectives or to achieve its published financial objectives, or should its results not follow stated expected trends, the trading price of its securities could be adversely affected.
What are the key risks that are specific to the securities?
Most material risk factors specific to the securities
There are also risks associated with the Securities, including :
1. Risks related to the structure of the securities:
The return on the Securities depends on the performance of the Und erlying Reference(s) and whether knock -in or knock out features apply. Auto -callable Products include automatic early redemption mechanisms. Depending on the applic able formula, if an automa tic early redemption event occurs investors may be exposed to a partial loss of their investment. Investors may be exposed to a par tial or total loss of their investment.
2. Risks related to the underlying and its disruption and adjustments:
Unlike a direct investment in any Share(s), Stapled Share(s), GDR (s) and/or ADR(s) comprising the Underlying Reference(s) (to gether the "Share(s)"), an investment in Share Securities does not entitle Holders to vote or receive div idends or distributions (u nless otherwise specified in the Final Terms). Accordingly, t he return on Share Securities will not be the same as a direct investment in the rele vant Share(s) and could be less than a direct investment.
Exposure to shares, similar market risks to a direc t investment in an equity, potential adjustment events or extraor dinary events and market disruption or failure to open of an exchange may have an adverse effect on the value and liquidit y of the Securities.
3. Risks related to the trading markets of the securities:
The trading price of the Securities may be affected by a number of factors including, but not limited to, the relevant price, value or level of the Underlying Reference(s), the time remaining until the scheduled redemption date of the Securiti es, the actua l or implied volatility associated with the Underlying Referenc e(s) and the correlation risk of the relevant Underlying Reference(s). The possibility t hat the value and trading price of the Securities will fluctua te (either positively or negatively) depend s on a number of factors, which investors should consider carefully before purchasing or selling Securities.
4. Legal risks:
The terms of the Securities will contain provisions for calling mee tings of holders of such Securities to consider matters af fecting their interests generally. These provisions permit defined majorities to bind all holders, including holders who did not at tend and vote at the relevant meeting and holders who voted in a m anner contrary to the majority.
Section D - Key Information on the offer of securities to the public an d/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 Luxembourg Stoc k Exchange (Regulated Market).
Estimate of the total expenses of the issue and/or offer, including e stimated 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 tr ading
7 / 7 Person asking for admission to trading : BNP Paribas Issuance B .V. (the “Issuer”), Parnassusweg 789, 1082 LZ Amsterdam, the N etherlands (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 t he admission to trading
The Manager and its affiliates may also have engaged, and may in the fut ure engage, in investment banking and/or commercial b anking transactions with, and may perform other services for, the Issuer and the Guarantor and thei r respective affiliates in the o rdinary course of business.
Various entities within the BNPP Group (including the Issuer a nd 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 Un derlying and other instruments or derivative products based on or relating to the Underlying which may give rise to potential conflicts of inter est.
BNP Paribas Financial Markets SNC, which acts as Manager and C alculation Agent is an Affiliate of the Issuer and the Guaranto r and potential conflicts of interest may exist between it and holders of the Securities, including with respect to certain determi nations and judgments that the Calculation Agent must make. The eco nomic interests of the Issuer and of BNP Paribas Financial Markets SNC as Manager and Calculation Agent are potentially adverse to Holders interests as an investor in the Securities.
Other than as mentioned above, so far as the Issuer is aware, no person involved in the issue of the Securities has an intere st material to the offer, including conflicting interests.