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FINAL VERSION APPROVED BY THE ISSUER
FINAL TERMS FOR CERTIFICATES
MiFID II product governance / Retail investors, professional investors and ECPs only target market – Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Securities has led to the conclusion that: (i) the target market for the Securities is eligible counterparties, professional clients a nd retail clients, each as defined in Directive 2014/65/EU (as amended, " MiFID II "); and (ii) all channels for distribution to eligible counterparties and professional clients are appropriate; and (iii) the following channels for distribution of the Securi ties to retail clients are appropriate – investment advice, portfolio management, and non -advised sales, subject to the distributor's suitability and appropriateness obligations under MiFID II, as applicable. Any person subsequently offering, selling or re commending the Securities (a " distributor ") should take into consideration the manufacturer's target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Securities (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels, subject to the distributor's suitability and appropriateness obligations under MiFID II, as applicable.
The Issuer accepts responsibility for this unsigned document in PDF format dated on the date mentioned below that is the final version of the Final Terms relating to the Securities described herein.
FINAL TERMS DATED 1 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
2,250 EUR "Athena Airbag " Quanto Certificates relating to MP Materials Corp Share due 1 July 2031 under the Note, Warrant and Certificate Programme of BNP Paribas Issuance B.V., BNP Paribas and BNP Paribas Fortis Funding The Base Prospectus received approval no. 26 -153 on 21 May 2026
ISIN Code: XS3399692725
BNP Paribas Financial Markets S.N.C.
(as Manager)
Any person making or intending to make an offer of the Securities may only do so in circumstances in which no obligation arises for the Issuer or any Manager to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or to supplement a pros pectus pursuant to Article 23 of the Prospectus Regulation, in each case, in relation to such offer.
None of the Issuer nor, the Guarantor or any Manager has authorised, nor do they authorise, the making of any offer of Securities in any other circumstances.
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 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 Securities 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 information. A summary of the Securities is annexed to these Final Terms. The Base Prospectus and any Supplements to the Base
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KENNEDY, L -1855 Luxembourg and on 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 s eries of Securities, save as where otherwise expressly provided.
These Final Terms relate to the series of Securities as set out in "Specific Provisions for each Series" below. References herein to " Securities " shall be deemed to be references to the relevant Securities that are the subject of these Final Terms and references to " Security " shall be construed accordingly.
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SPECIFIC PROVISIONS FOR EACH SERIES
Series
Number Number of
Securities
issued Number of Securities ISIN Common Code Issue Price per Security Redemption Date CE9266AEU 2,250 2,250 XS3399692725 339969272 100% of the
Notional
Amount 1 July 2031
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:
30 June 2026 4. Issue Date and Interest
Commencement Date:
1 July 2026
5. Consolidation:
Not applicable.
6. Type of Securities:
(a) Certificates
(b) The Securities are Share Securities.
The provisions of Annex 3 (Additional Terms and Conditions for Share Securities) shall apply.
Unwind Costs: Applicable 7. Form of Securities:
Clearing System Global Security.
8. Business Day Centre(s):
The applicable Business Day Centre for the purposes of the definition of "Business Day" in Condition 1 is T2
9. Settlement:
Settlement will be by way of cash payment (Cash Settled Securities).
10. Rounding Convention for Cash
Settlement Amount:
Not applicable.
11. Variation of Settlement:
Issuer's option to vary settlement:
The Issuer does not have the option to vary settlement in respect of the Securities.
12. Final Payout:
SPS Payout:
SPS Reverse Convertible Securities
(A) If no Knock -in Event has occurred:
Constant Percentage 1; or
(B) If a Knock -in Event has occurred:
Max(Constant Percentage 2 + Gearing x Option ; 0%)
Where:
“Constant Percentage 1” means 165.80 per cent
“Constant Percentage 2” means 100 per cent
“Gearing” means -100 per cent
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“Option” means Put
“Put” means Max (Strike Percentage – Final Redemption Value; 0)
“Strike Percentage” means 100 per cent
"Final Redemption Value" means the Underlying Reference Value.
"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.
For the avoidance of doubt, when determining (i) above the SPS Valuation Date shall never refer to the Strike Date.
"Underlying Reference" means as set out in §26(a) below.
"SPS Valuation Date" means the SPS Redemption Valuation Date or the Strike Date, as applicable.
"SPS Redemption Valuation Date" means the Settlement Price Date.
"Settlement Price Date" means the Valuation Date.
"Valuation Date" means the Redemption Valuation Date.
"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;
“Strike Period” is the period from and including 1 7 June 2026 to and including 19 August 2026.
“Strike Days” means the Observation Date.
“Observation Date” means as set out in §42(z).
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 Euro ( "EUR" ).
17. Syndication:
The Securities will be distributed on a non -syndicated basis.
18. Minimum Trading Size:
Not applicable.
19. Agent(s):
(a) Principal Security Agent:
BNP Paribas Financial Markets S.N.C.
(b) Share/ETI Interest
Currency:
Not applicable.
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20. Registrar:
Not applicable.
21. Calculation Agent:
BNP Paribas Financial Markets S.N.C.
20 boulevard des Italiens, 75009, Paris, France.
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:
Applicable.
Share Securities: Applicable.
(a) Share(s)/Share
Company/Basket
Company/GDR/ADR/ETI
Interest/Basket of ETI
Interests:
An ordinary share in the share capital of MP Materials Corp (the "Share Company" ), (ISIN: US5533681012 / Bloomberg Code: MP UN) (the "Underlying Reference" ).
For the purposes of the Conditions, the Underlying Reference shall be deemed to be the Share.
(b) Relative Performance
Basket:
Not applicable.
(c) Share/ETI Interest
Currency:
United States Dollar (" USD ").
(d) ISIN of Share(s))/ETI
Interest(s):
US5533681012
(e) Exchange(s):
The New York Stock Exchange (f) Related Exchange(s):
All Exchanges.
(g) Exchange Business Day:
Single Share Basis.
(h) Scheduled Trading Day:
Single Share Basis.
(i) Weighting:
Not applicable.
(j) Settlement Price:
Not applicable.
(k) Specified Maximum Days
of Disruption:
Eight (8) Scheduled Trading Days.
(l) Valuation Time:
The Scheduled Closing Time as defined in Condition 1.
(m) Redemption on Occurrence of an
Extraordinary Event:
Delayed Redemption on Occurrence of an Extraordinary Event: Not applicable.
(n) Share/ETI Interest
Correction Period:
As per Conditions.
(o) Dividend Payment:
Not applicable.
(p) Listing Change:
Applicable.
(q) Listing Suspension:
Applicable.
(r) Illiquidity:
Applicable.
(s) Tender Offer:
Applicable.
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Not applicable.
(u) Hedging Liquidity Event:
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:
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: redemption in accordance with Security Condition 7.1(d).
Force Majeure: redemption in accordance with Security Condition 7.2(b).
39. Additional Disruption Events and Optional Additional Disruption
Events:
(a) Additional Disruption Events: Applicable.
(b) The following Optional Additional Disruption Events apply to the Securities: Administrator/Benchmark Event; Insolvency Filing.
(c) Redemption:
Delayed Redemption on Occurrence of an Additional Disruption Event and/or Optional Additional Disruption Event: Not applicable.
40. Knock -in Event:
Applicable.
If the Knock -in Value is less than the Knock -in Level on the Knock -in Determination Day.
(a) SPS Knock -in Valuation:
Applicable.
"Knock -in Value" means the Underlying Reference Value.
Where:
"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.
For the avoidance of doubt, when determining (i) above the SPS Valuation Date shall never refer to the Strike Date.
"Underlying Reference" means as set out in §26(a) above.
"SPS Valuation Date" means the Knock -in Determination Day or the Strike Date, as applicable
"Underlying Reference Closing Price Value" means, in respect of a SPS Valuation Date, the Closing Price in respect of such day.
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"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;
“Strike Period” is the period from and including 1 7 June 2026 to and including 19 August 2026.
“Strike Days” means the Observation Date.
“Observation Date” means as set out in §42(z).
(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 45 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):
The 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:
Not applicable.
(k) Knock -in Observation
Price Source:
Not applicable.
(l) Disruption
Consequences:
Applicable.
41. Knock -out Event:
Not applicable.
42. EXERCISE, VALUATION AND
REDEMPTION
(a) Notional Amount of each
Certificate:
EUR 1,000
(b) Partly Paid Certificates:
The Certificates are not Partly Paid Certificates.
(c) Interest:
Not applicable.
(d) Fixed Rate Provisions:
Not applicable.
(e) Floating Rate Provisions:
Not applicable.
(f) Linked Interest
Certificates:
Not applicable.
(g) Payment of Premium
Amount(s):
Not applicable.
(h) Index Linked Interest
Certificates
Not applicable.
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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:
Not applicable.
(r) Instalment Certificates:
The Certificates are not Instalment Certificates.
(s) Issuer Call Option:
Not applicable.
(t) Holder Put Option:
Not applicable.
(u) Automatic Early
Redemption:
Applicable.
(i) Automatic Early
Redemption Event:
Single Standard Automatic Early Redemption
If on any Automatic Early Redemption Valuation Date the SPS AER Value is greater than or equal to the Automatic Early Redemption Level.
(ii) Automatic Early
Redemption Payout:
SPS Automatic Early Redemption Payout
NA x (AER Redemption Percentage + AER Exit Rate)
"AER Redemption Percentage" is 109.87 per cent.
"AER Exit Rate" means, in respect of a SPS ER Valuation Date, the AER Rate.
"SPS ER Valuation Date" means the Settlement Price Date.
"Settlement Price Date" means the Valuation Date.
"Valuation Date" means the relevant Automatic Early Redemption Valuation Date.
"NA" means Notional Amount.
(iii) Automatic Early
Redemption Date(s):
1 July 2027 (n=1), 1 October 2027 (n=2), 31 December 2027 (n=3), 31 March 2028 (n=4), 4 July 2028 (n=5), 2 October 2028 (n=6), 4 January 2029 (n=7), 4 April 2029 (n=8), 2 July 2029 (n=9), 1 October 2029 (n=10), 3 January 2030 (n=11), 1 April 2030 (n=12), 1 July 2030 (n=13), 1 October 2030 (n=14), 3 January 2031 (n=15) and 31 March 2031 (n=16) (iv) Observation Price
Source:
Not applicable.
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(v) Underlying
Reference Level:
Not applicable
SPS AER Valuation: Applicable.
Strike Price Minimum Value: Applicable
"SPS AER Value" means the Underlying Reference Value.
Where:
"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.
For the avoidance of doubt, when determining (i) above the SPS Valuation Date shall never refer to the Strike Date.
"Underlying Reference" means as set out in §26(a) above.
"SPS Valuation Date" means each Automatic Early Redemption Valuation Date or the Strike Date, as applicable.
"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;
“Strike Period” is the period from and including 14 April 2026 to and including 4 May 2026.
“Strike Days” means the Observation Date.
“Observation Date ” means as set out in §42(z).
(vi) Automatic Early
Redemption Level:
100 per cent.
(vii) Automatic Early
Redemption
Percentage:
Not applicable.
(viii) AER Exit Rate:
AER Rate
AER Rate means n * 3.29 per cent.
n is a number from 1 to 16 representing the relevant Automatic Redemption Valuation Date.
(ix) Automatic Early
Redemption
Valuation Date(s):
17 June 2027 (n=1), 17 September 2027 (n=2), 17 December 2027 (n=3), 17 March 2028 (n=4), 20 June 2028 (n=5), 18 September 2028 (n=6), 18 December 2028 (n=7), 19 March 2029 (n=8), 18 June 2029 (n=9), 17 September 2029 (n=10), 17 December 2029 (n=11), 18 M arch 2030 (n=12), 17 June 2030 (n=13), 17 September 2030 (n=14), 17 December 2030 (n=15) and 17 March 2031 (n=16) (v) Strike Date:
17 June 2026 (w) Strike Price:
Not applicable.
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10 / 18 (x) Redemption Valuation
Date:
17 June 2031
(y) Averaging:
Averaging does not apply to the Securities.
(z) Observation Dates:
17 June 2026 (n = 1), 24 June 2026 (n = 2) , 1 July 2026 (n = 3) , 8 July 2026 (n = 4), 15 July 2026 (n = 5), 22 July 2026 (n = 6), 29 July 2026 (n = 7), 5 August 2026 (n = 8), 12 August 2026 (n = 9) and 19 August 2026 (n = 10).
(aa) Observation Period:
Not applicable.
(bb) Settlement Business
Day:
Not applicable.
(cc) Cut-off Date:
Not applicable.
(dd) Identification information of Holders as provided by Condition 29:
Not applicable.
DISTRIBUTION AND U.S. SALES ELIGIBILITY
43. U.S. Selling Restrictions:
Not applicable - the Securities may not be legally or beneficially owned by or transferred to any U.S. person at any time.
44. Additional U.S. Federal income tax
considerations:
The Securities are not Specified Securities for the purpose of Section 871(m) of the U.S. Internal Revenue Code of 1986.
45. Registered broker/dealer:
Not applicable.
46. TEFRA C or TEFRA Not Applicable:
TEFRA not applicable.
47. Non exempt Offer:
Not applicable.
48. Prohibition of Sales:
(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:
Not applicable.
(iv) Prohibition of Sales to UK Non Natural Persons:
Not applicable.
PROVISIONS RELATING TO COLLATERAL AND SECURITY
49. Secured Securities other than Notional Value Repack Securities:
Not applicable.
50. Notional Value Repack Securities:
Not applicable.
Responsibility
The Issuer accepts responsibility for the information contained in these Final Terms. To the best of the knowledge of the Issuer (who has taken all reasonable care to ensure that such is the case), the information contained herein is in accordance with the facts and does not omit anything likely to affect the import of such information.
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PART B - OTHER INFORMATION
1. Listing and Admission to trading - De listing 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 regulated market.
2. 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 (a) Reasons for the Issue:
See "Use of Proceeds" in the Base Prospectus.
(b) Estimated net proceeds:
EUR 2,250,000.00
(c) Estimated total expenses:
The estimated total expenses are not available.
5. Performance of Underlying/Formula/Other Variable and Other Information concerning the Underlying Reference See Base Prospectus for an explanation of effect on value of Investment and associated risks in investing in Securities.
Information on the Share shall be available on the website as set out in below.
Past and further performances of the Share are available on the Share Sponsor website as set out below, and its volatility may be obtained from the Calculation Agent by emailing dl.privatebanks@bnpparibas.com Place where information on the Underlying Share can be obtained: MP Materials Corp
Website: https://mpmaterials.com/
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, include the relevant identification number(s): CFI: DEAVRS
Valoren: 157426818
7. EU Benchmarks Regulation EU Benchmarks Regulation: Article 29(2)statement on benchmarks: Not applicable.
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Summary
Section A - Introduction and Warnings
Warnings
This summary should be read as an introduction to the Base Prospectus and the applicable Final Terms.
Any decision to invest in any Securities should be based on a consideration of the Base Prospectus as a whole, including any documents incorporated by reference and the applicable Final Terms.
Investors may be exposed to a partial or total loss of their investment.
Where a claim relating to information contained in the Base Prospectus and the applicable Final Terms is brought before a cou rt in a Member State of the European Economic Area, the plaintiff may, under the national legislation of the Member State where the claim is brought, be required to bear the costs of translating the Base Prospectus and the applicable Final Terms before the legal proceedings are initiated.
Civil liability in any such Member State attaches to the Issuer or the Guarantor solely on the basis of this summary, includi ng any translation hereof, but only if it is misleading, inaccurate or inconsistent when read together with the other parts of the Base Prospectus and the applicable Final Terms or it does not provide, when read together with the other parts of the Base Prospectus and the applicable Final Terms, key information in order to aid inv estors when considering whether to invest in the Securi ties.
You are about to purchase a product that is not simple and may be difficult to understand.
Name and international securities identification number (ISIN) of the securities
EUR Quanto "Athena Airbag" Certificates linked to MP Materials Corp Share - The securities are Certificates. International Securities Identification Number (" ISIN"):
XS3399692725.
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 prospectus
Autorité des Marchés Financiers (" AMF "), 17, place de la Bourse, 75082 Paris Cedex 02, France - +33(0)1 53 45 60 00 - www.amf -france.org
Date of approval of the prospectus
The Base Prospectus has been approved on 21 May 2026 under the approval number 26 -153 by the AMF, as supplemented from time to time.
Section B - Key information on the issuer
Who is the issuer of the securities?
Domicile / legal form / LEI / law under which the issuer operates / country of incorporation
BNPP B.V. was incorporated in the Netherlands as a private company with limited liability under Dutch law having its register ed office at Parnassusweg 789, 1082 LZ Amsterdam, the Netherlands. Legal entity identifier (LEI): 7245009UXRIGIRYOBR48.
BNPP B.V.'s long term credit rating is A+ with a stable outlook (S&P Global Ratings Europe Limited) and BNPP B.V.'s short ter m credit rating is A -1 (S&P Global Ratings Europe Limited).
Principal activities
The principal activity of the Issuer is to issue and/or acquire financial instruments of any nature and to enter into related agreements for the account of various entities within the BNPP Group.
The assets of BNPP B.V. consist of the obligations of other BNPP Group entities. Holders of securities issued by BNPP B.V. wi ll, subject to the provisions of the Guarantee issued by BNPP, be exposed to the ability of BNPP Group entities to perform their ob ligations towards BNPP B.V.
Major shareholders
BNP Paribas holds 100 per cent. of the share capital of BNPP B.V.
Identity of the issuer's key managing directors
The Managing Directors of BNP Paribas Issuance B.V. are Edwin Herskovic/Cyril Le Merrer/Folkert van Asma/Hugo Peek/Matthew Ya ndle.
Identity of the issuer's statutory auditors
Deloitte Accountants B.V. are the auditors of the Issuer. Deloitte Accountants B.V. is an independent registered audit firm i n the Netherlands. The relevant auditors of Deloitte Accountants B.V. who have signed the independent auditor’s reports incorporate d by reference into the Base Prospectus are members of the Royal Netherlands Institute of Chartered Accountants ( Koninklijke Nederlandse Beroepsorganisatie van Accountants ).
What is the key financial information regarding the issuer?
Key financial information
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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) 164,334,371,318 124,241,216,005 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 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
EUR Quanto "Athena Airbag " Certificates linked to MP Materials Corp Share - The securities are Certificates. International Securities Identification Number (" ISIN"):
XS3399692725.
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. 2,250 Securities will be issued . The Securities will be redeemed on 1 July 2031.
Rights attached to the securities
Negative pledge - The terms of the Securities will not contain a negative pledge provision.
Events of Default - The terms of the Securities will not contain events of default.
Governing law - The Securities are governed by English law.
The objective of this product is to provide you with a return based on the performance of an underlying share.
Unless the product has been redeemed early, the following provisions would apply.
On the Redemption Date you will receive in respect of each certificate:
1. If a Barrier Event has not occurred: a payment in cash equal to 165.8% of 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 Underl ying. In this case you will suffer a partial or total loss of the Notional Amount.
Automatic Early Redemption: If, on any Autocall Valuation Date, the closing price of the Underlying is greater than or equal to 100% of the Initial Refer ence Price, the product will be redeemed on the corresponding Early Redemption Date. You will receive for each certificate a payme nt in cash equal to the Notional Amount plus a premium based on the relevant Exit Rate
Where:
A Barrier Event shall be deemed to occur if the Final Reference Price 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 Initial Reference Price is the lowest closing price of the Underlying on the Initial Lookback Dates.
The Final Reference Price is the closing price of the Underlying on the Redemption Valuation Date.
Strike Date 17 June 2026 Issue Price 100% Issue Date 01 July 2026 Product Currency EUR Redemption Valuation Date 17 June 2031 Notional Amount (per certificate) EUR 1,000 Redemption Date (maturity) 01 July 2031
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2026
Underlying Bloomberg Code ISIN MP Materials Corp MP UN US5533681012
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ANNEX
Automatic Early Redemption
Autocall Valuation Date(s) Early Redemption Date(s) Exit Rate(s) 17 June 2027 01 July 2027 13.16% of the Notional Amount 17 September 2027 01 October 2027 16.45% of the Notional Amount 17 December 2027 31 December 2027 19.74% of the Notional Amount 17 March 2028 31 March 2028 23.03% of the Notional Amount 20 June 2028 04 July 2028 26.32% of the Notional Amount 18 September 2028 02 October 2028 29.61% of the Notional Amount 18 December 2028 04 January 2029 32.90% of the Notional Amount 19 March 2029 04 April 2029 36.19% of the Notional Amount 18 June 2029 02 July 2029 39.48% of the Notional Amount 17 September 2029 01 October 2029 42.77% of the Notional Amount 17 December 2029 03 January 2030 46.06% of the Notional Amount 18 March 2030 01 April 2030 49.35% of the Notional Amount 17 June 2030 01 July 2030 52.64% of the Notional Amount 17 September 2030 01 October 2030 55.93% of the Notional Amount 17 December 2030 03 January 2031 59.22% of the Notional Amount 17 March 2031 31 March 2031 62.51% of the Notional Amount
Meetings - The terms of the Securities will contain provisions for calling meetings of holders of such Securities to consider matters af fecting their interests generally.
These provisions permit defined majorities to bind all holders, including holders who did not attend and vote at the relevant meeting and holders who voted in a manner contrary to the majority.
Representative of holders - No representative of the Holders has been appointed by the Issuer.
Seniority of the securities
The Securities are unsubordinated and unsecured obligations of the Issuer and rank pari passu among themselves.
Restrictions on the free transferability of the securities
There are no restrictions on the free transferability of the Securities.
Dividend or payout policy
Not Applicable
Where will the securities be traded?
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 (within the meaning of Article L.613 -30-3-I-3° of the French Code monétaire et financier) and unsecured obligations of BNPP and will rank pari passu with all its other present and future senior preferred and unsecured obligations subject to such exceptions as may from time to time be mandatory under French law.
In the event of a bail -in of BNPP but not BNPP B.V., the obligations and/or amounts owed by BNPP under the guarantee shall be reduced to reflect any such modification or reduction applied to liabilities of BNPP resulting from the application of a bail -in of BNPP by any relevant regulator (including in a situation where the Guarantee itself is not the subject of such bail -in).
The Guarantor unconditionally and irrevocably guarantees to each Holder that, if for any reason BNPP B.V. does not pay any su m payable by it or perform any other obligation in respect of any Securities on the date specified for such payment or performance the Guarantor will, in accordance with the Conditions pay that sum in the currency in which such payment is due in immediately available funds or, as the case may be, perform or procure th e performance 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): R0MUWSFPU8MPRO8K5P83.
BNPP's long -term credit ratings are A+ with a stable outlook (S&P Global Ratings Europe Limited), A1 with a stable outlook (Moody's Deuts chland GmbH) and AA- with a stable outlook (Fitch Ratings Ireland Limited) (which is the long -term rating assigned to BNPP’s senior preferred debt by Fitch) and BNPP's short -term credit ratings are A -1 (S&P Global Ratings Europe Limited), P -1 (Moody's Deutschland GmbH) and F1+ (Fitch Ratings Ireland Limited).
BNP Paribas SA is the parent company of the BNP Paribas Group (together the " BNPP Group ").
BNP Paribas ’ organisation is based on three operating divisions: Corporate & Institutional Banking (CIB), Commercial, Personal Banking & S ervices (CPBS) and Investment & Protection Services (IPS).
Corporate and Institutional Banking (CIB) : Global Banking, Global Markets and Securities Services.
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16 / 18 Commercial, Personal Banking & Services (CPBS):
- Commercial & Personal banking in the Euro -zone : Commercial & Personal Banking in France (CPBF), BNL banca commerciale (BNL bc), Commercial & Personal Banking in Italy, Commercial & Personal Banking in Belgium (CPBB) and Commercial & Personal Banking in Luxembourg (CPBL).
- Commercial & Personal Banking outside the Euro -zone, organised around : Europe -Mediterranean, covering Commercial & Personal Banking outside the Euro -
zone, in particular in Central and Eastern Europe, Türkiye and Africa.
- Specialised Businesses : BNP Paribas Personal Finance, Arval and BNP Paribas Leasing Solutions, new digital businesses (in particular Nickel, Floa, Lyf) and BNP Paribas Personal Investors.
Investment & Protection Services (IPS): Insurance (BNP Paribas Cardif), BNP Paribas Wealth Management, BNP Paribas Asset Management (strengthened in 2025 by the integration of AXA Investment Managers), BNP Paribas Real Estate and IPS Investments (management of the BNP Parib as 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 « 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
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' equity reported (exc luding 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 unanticipate d risks, which could lead to
material losses
3. The BNP Paribas Group may incur significant losses on its trading and investment activities due to market fluctuations and vo latility 4. The BNP Paribas Group’s access to and cost of funding could be adversely affected by a resurgence of financial crises, worsen ing economic conditions, rating downgrades, increases in sovereign credit spreads or other factors 5. Adverse economic and financial conditions have in the past and may in the future significantly affect the BNP Paribas Group a nd the markets in which it operates 6. Laws and regulations in force, as well as current and future legislative and regulatory developments, may significantly impac t the BNP Paribas Group and the financial and economic environment in which it operates.
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What are the key risks that are specific to the securities?
Most material risk factors specific to the securities
There are also risks associated with the Securities, including:
1. Risks related to the structure of the securities:
The return on the Securities depends on the performance of the Underlying Reference(s) and whether knock -in or knock out features apply. Auto -callable Products include automatic early redemption mechanisms. Depending on the applicable 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 partial 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 dividends or distributions (u nless otherwise specified in the Final Terms). Accordingly, the return on Share Securities will not be the same as a direct investment in the relevant Share(s) and could be less than a direct investment.
Exposure to shares, similar market risks to a direct investment in an equity, potential adjustment events or extraordinary ev ents and market disruption or failure to open of an exchange may have an adverse effect on the value and liquidity of the Securitie s.
3. Risks related to the trading markets of the securities:
The trading price of the Securities may be affected by a number of factors including, but not limited to, the relevant price, value or level of the Underlying Reference(s), the time remaining until the scheduled redemption date of the Securities, the actua l or implied volatility associated with the Underlying Reference(s) and the correlation risk of the relevant Underlying Reference(s). The possibility that the value and trading price of the Sec urities will fluctuate (either positively or negatively) depend s on a number of factors, which investors should consider carefully before purchasing or selling Securities.
4. Legal risks:
The terms of the Securities will contain provisions for calling meetings of holders of such Securities to consider matters af fecting their interests generally. These provisions permit defined majorities to bind all holders, including holders who did not at tend and vote at the relevant meeting and holders who voted in a manner contrary to the majority.
Section D - Key Information on the offer of securities to the public and/or admission to trading on a regulated
market
Under which conditions and timetable can I invest in this security?
General terms, conditions and expected timetable of the offer
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 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 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 2,250,000
Underwriting agreement
No underwriting commitment is undertaken by the Offeror
Most material conflicts of interest pertaining to the offer or the admission to trading
The Manager and its affiliates may also have engaged, and may in the future engage, in investment banking and/or commercial b anking transactions with, and may perform other services for, the Issuer and the Guarantor and their respective affiliates in the o rdinary course of business.
Various entities within the BNPP Group (including the Issuer and Guarantor) and Affiliates undertake different roles in conne ction with the Securities, including Issuer of the Securities and Calculation Agent of the Securities and may also engage in tradin g activities (including hedging activities) relating to the Underlying and other instruments or derivative products based on or relating to the Underlying which may give rise to potential conflict s of interest.
BNP Paribas Financial Markets SNC, which acts as Manager and Calculation Agent is an Affiliate of the Issuer and the Guaranto r and potential conflicts of interest may exist between it and holders of the Securities, including with respect to certain determi nations and judgments that the Calculation Agent must make. The economic interests of the Issuer and of BNP Paribas Financial Markets SNC as Manager and Calculation Agent are potentially ad verse 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.
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