BNP Paribas : Amendment to the terms and conditions

BNP Paribas

(as Issuer)

Issue of USD 10,000,000 Underlying Rate Linked Interest Notes with credit linkage to Hutchison

Whampoa Limited due June 2027

Series 18162 with ISIN: XS1600560533 (the Notes)

Notice and Consent Solicitation (the Notice) to the holder(s) of the Notes.

Based on the FCA Announcement (as defined below), immediately after 30 June 2023, USD LIBOR will no longer be representative of the underlying market and economic reality it is intended to measure and its representativeness will not be restored. In the FCA Synthetic LIBOR Announcement dated 3 April 2023, the FCA announced that, in accordance with is powers under the UK Benchmark Regulation (Regulation (EU) 2016/1011 as it forms part of domestic law by virtue of the European Union (Withdrawal (Act 2018)), it compelled ICE Benchmark Administration Limited to continue publication of 3-month USD LIBOR under a change methodology (such rate, Synthetic LIBOR) until, and including, 30 September 2024, at which point publication of Synthetic LIBOR will permanently cease. The use of Synthetic LIBOR is only permitted in legacy contracts.

USD LIBOR Swap Rates based on USD LIBOR swap transactions are determined by reference to the USD LIBOR ICE swap rate (available in various tenors) calculated and administrated by ICE Benchmark Administration Limited (IBA) (USD LIBOR Swap Rate). As part of the LIBOR transition described above, on 30 August 2022 the IBA announced it was consulting on its intention to cease the publication of all USD LIBOR Swap Rate benchmark settings for all tenors immediately after the cessation of publication of USD LIBOR on 30 June 2023. The IBA published feedback from this consultation on 14 November 2022 in which it stated that it will cease the publication of the USD LIBOR Swap Rate for all tenors immediately after publication on 30 June 2023.

The Rate of Interest for the Notes is determined by reference to both USD LIBOR and the USD LIBOR Swap Rate. Therefore, the Issuer is hereby seeking consent from holders of its outstanding Notes for the proposed Extraordinary Resolution (as set out in Schedule 2 (Extraordinary Resolution by the Noteholders) hereto) to give effect to a modification of the Conditions of the Notes and consequential or related amendments such that, for the purpose of the Rate of Interest applicable to each Interest Period commencing after 30 June 2023, the Rate of Interest will be determined by reference to (i) CME Term SOFR, a new rate calculated and published by CME Group Benchmark Administration Limited (CME) derived from the prices of futures contracts based on the Secured Overnight Financing Rate (which is administered by the Federal Reserve Bank of New York) (SOFR) as a replacement for each USD LIBOR rate (the Replacement LIBOR Rate) and (ii) a swap rate based on USD swap transactions where SOFR is used as the reference rate for the floating rate of such swap transactions instead of the USD LIBOR Swap Rate as a replacement for each USD LIBOR Swap Rate (the Replacement Swap Rate).

This document consists of the following:

1. Section One (Amended and Restated Final Terms) - this section sets out the Amended and Restated Final Terms with which the Issuer proposes to replace the Original Final Terms and to amend the Conditions of the Notes. The purpose of the Amended and Restated Final Terms is to give effect to the SOFR-based rate of interest. It is important that you read carefully and understand the Amended and Restated Final Terms.
2. Section Two (Important Information) - this section provides important disclaimers in relation to the distribution and use of this Notice and summarises certain risks that Noteholders must consider in relation to the Amended and Restated Final Terms.
3. Section Three (Consent Solicitation) - this section sets out the procedures that Noteholder must follow if they decide to agree to the Amended and Restated Final Terms.

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1. Schedule 1 (Definitions) - this schedule sets out the meanings that apply to capitalised terms used in this Notice.
2. Schedule 2 (Extraordinary Resolution by the Noteholders) - this schedule sets out the terms of the Extraordinary Resolution required to be passed by Noteholders in order to give effect to the Amended and Restated Final Terms.

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SECTION ONE

AMENDED AND RESTATED FINAL TERMS

NO PROSPECTUS IS REQUIRED IN ACCORDANCE WITH DIRECTIVE 2003/71/EC FOR THE ISSUE OF NOTES DESCRIBED BELOW.

Amended and Restated Final Terms dated [] 2023 amending and restating the Final Terms

dated 29 January 2019

BNP PARIBAS

(incorporated in France)

(the Issuer)

Issue of USD 10,000,000 Underlying Rate Linked Interest Notes with credit linkage to

Hutchison Whampoa Limited due December 2028

under the €90,000,000,000

Euro Medium Term Note Programme

(the Programme)

Series 18162

Any person making or intending to make an offer of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or to supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the "Conditions") set forth under the sections entitled "Terms and Conditions of the English Law Notes" and "Annex 7 - Additional Terms and Conditions for Credit Linked Notes" in the Base Prospectus dated 9 December 2016 and the Supplements to the Base Prospectus dated 8 February 2017 and 27 March 2017 which together constitute a base prospectus (the "Base Prospectus"), as amended by the New Provisions for the purposes described in Part C below. This document constitutes the Final Terms of the Notes described herein and must be read in conjunction with the Base Prospectus. Full information on the Issuer and the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus, these Final Terms and the Supplements to the Base Prospectus (in each case, together with any documents incorporated therein by reference) are available for viewing at, and copies may be obtained from, BNP PARIBAS, Luxembourg Branch (in its capacity as Principal Paying Agent), 60, avenue J.F.Kennedy, L-1855 Luxembourg and (save in respect of the Final Terms) on the Issuer's website (www.invest.bnpparibas.com). A copy of these Final Terms, the Base Prospectus and the Supplements to the Base Prospectus will be sent free of charge by the Issuer to any investor requesting such documents.

1.	Issuer:		BNP Paribas
2.	(i)	Series Number:	18162
	(ii)	Tranche Number:	1
3.	Specified Currency:	United States Dollar ("USD")

4. Aggregate Nominal Amount:

(i)	Series:	USD 10,000,000
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1. 1. Tranche:
2. Issue Price of Tranche:
3. Minimum Trading Size:
4. (i) Specified Denominations:
5. 1. Calculation Amount
      (Applicable to Notes in definitive form):
6. (i) Issue Date and Interest Commencement Date:
7. Maturity Date:
8. Form of Notes:
9. Interest Basis:

USD 10,000,000

100 per cent. of the Aggregate Nominal Amount

USD 1,000,000

USD 1,000,000

USD 1,000,000

25 April 2017

23 December 2028 (the "Scheduled Maturity Date") subject as provided in Annex 7 - "Additional Terms and Conditions for Credit Linked Notes".

Bearer

Underlying Interest Rate Linked Interest (further particulars specified below) subject as provided in Annex 7 - "Additional Terms and Conditions for Credit Linked Notes".

12.	Coupon Switch:	Not applicable
13.	Redemption/Payment Basis:	Credit Linked Redemption (See paragraph 49 below)
			Payout Switch: Not applicable
			Unwind Costs: Not applicable
14.	Change of Interest Basis or	Not applicable
	Redemption/Payment Basis:
15.	Put/Call Options:	Not applicable
16.	Exchange Rate:	Not applicable
17.	Status of the Notes:	Senior Preferred Notes
18.	Knock-in Event:	Not applicable
19.	Knock-out Event:	Not applicable
20.	Method of distribution:	Non-syndicated
21.	Hybrid Securities:	Not applicable
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
22.	Interest:		Applicable
	(i)	Interest Period(s):	As defined in the Conditions.
			For the avoidance of doubt, there will be a short first
			Interest Period from and including the Issue Date to
			but excluding the Interest Period End Date falling on

1. 23 June 2017 (the "Short First Interest Period")

2. Interest Period End Date(s): 23 March, 23 June, 23 September and 23 December in each year commencing on 23 June 2017 to and including the Scheduled Maturity Date

(iii)	Business Day Convention	Following
	for Interest Period End
	Date(s):

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1. Interest Payment Date(s):
2. Business Day Convention for Interest Payment Date(s):
3. Party responsible for calculating the Rate(s) of Interest and Interest Amount(s) (if not the Calculation Agent):
4. Margin(s):
5. Minimum Interest Rate:
6. Maximum Interest Rate:
7. Day Count Fraction:
8. Determination Dates:
9. Accrual to Redemption:
10. Rate of Interest:

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23 March, 23 June, 23 September and 23 December in each year commencing 23 June 2017 to and including the Scheduled Maturity Date, subject as provided in the Credit Linked Conditions

Following

BNP Paribas UK Limited (the "Calculation Agent")

Not applicable

0.00 per cent per annum

The "Floating Rate" used in calculation of Rate of Interest is capped at 7.00 per cent. per annum

From and including the Issue Date to but excluding 23 December 2018: Actual/360 (adjusted)

From and including 23 December 2018 to and including the Scheduled Maturity Date: 30/360 (unadjusted)

Not applicable

Not applicable

Accrual to Preceding IPED: Not applicable

Linked Interest

The per annum Rate of Interest in respect of each Interest Period shall be a percentage rate determined by the Calculation Agent in accordance with the following, subject as provided in Part C below:

Floating Rate x (Range / Total)

Where:

"Accrual Index A" means, in respect of each calendar day in the relevant Interest Period and subject as provided in Part C below, the USD interest rate swap rate with a maturity of thirty (30) years which appears on Reuters page "ISDAFIX1" at 11:00 a.m. New York time, or thereabouts on such day. If the Reuters page is unavailable at such time then the Calculation Agent shall determine Accrual Index A by reference to such sources as it deems appropriate.

"Accrual Index B" means, in respect of each calendar day in the relevant Interest Period and subject as provided in Part C below, the USD interest rate swap rate with a maturity of two (2) years which appears on Reuters page "ISDAFIX1" at 11:00 a.m. New York time, or thereabouts on such day. If the Reuters page is unavailable at such time then the Calculation Agent

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