BNP Paribas — Capital/Financing Update 2013

Nov 18, 2013

FINAL TERMS dated 18 November 2013

BNP PARIBAS

(incorporated in France) (the Issuer)

Issue of EUR 30,000,000 Index Linked Redemption Notes relating to the EURO STOXX 50® Index du 28 March 2022

Series 16202

("Octillus 6")

under the 90,000,000,000 Euro Medium Note Programme

(the Programme)

Dealer: BNP Paribas UK Limited

The Notes are offered to the public in France from 18 November 2013 to 14 March 2014

Any person making or intending to make an offer of the Notes may only do so:

a) in those Public Offer Jurisdictions mentioned in Paragraph 62 of Part A below, provided such person is of a kind specified in that paragraph and that the offer is made during the Offer Period specified in that paragraph; or

b) otherwise 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.

Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances.

The expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

Investors should note that if a supplement to or an updated version of the Base Prospectus referred to below is published at any time during the Offer Period (as defined below), such supplement or updated base prospectus as the case may be, will be published and made available in accordance with the arrangements applied to the original publication of these Final Terms. Any investors who have indicated acceptances of the Offer (as defined below) prior to the date of approval of such supplement or updated version of the Base Prospectus, as the case may be (the "Publication Date"), have the right within two working days of the Publication Date to withdraw their acceptances.

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth under the sections entitled "Terms and Conditions of the English Law Notes", "Annex 1 - Additional Terms and Conditions for Payouts" and "Annex 2 – Additional Terms and Conditions for Index Linked Notes" in the Base Prospectus dated 3 June 2013 which received visa number 13-258 from the Autorité des marchés financiers ("AMF") on 3 June 2013 and the Supplements to the Base Prospectus dated 8 August 2013, 2 October 2013 and 5 November 2013 (the "Supplements") which together constitute a base prospectus for the purposes of Directive 2003/71/EC (the "Prospectus Directive") (the "Base Prospectus"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive, and must be read in conjunction with the Base Prospectus. Full information on the Issuer and the offer of 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 (in each case, together with any documents incorporated therein by reference) are available for viewing at, and copies may be obtained from, BNP Paribas Securities Services, Luxembourg Branch (in its capacity as Principal Paying Agent), 33, rue de Gasperich, Howald-Hesperange, L-2085 Luxembourg and (save in respect for the Final Terms) on the Issuer's website (www.invest.bnpparibas.com). The Base Prospectus, these Final Terms and the Supplements will also be available on the AMF website (www.amf-france.org) and on the Luxembourg Stock Exchange website (www.bourse.lu). A copy of these Final Terms, the Base Prospectus and the Supplements will be sent free of charge by the Issuer to any investor requesting such documents. A summary of the Notes (which comprises the Summary in the Base Prospectus as amended to reflect the provisions of these Final Terms) is annexed to the Final Terms.

$\mathbf{1}$ . Issuer:

			BNP Paribas
2.	(i)	Series Number:	16202
	(ii)	Tranche Number:	1
3.		Specified Currency:	Euro ("EUR")
4.		Aggregate Nominal Amount:
	(i)	Series:	EUR 30,000,000
	(ii)	Tranche	EUR 30,000,000
5.	Issue Price of Tranche: 100 per cent. of the Aggregate Nominal Amount
6.		Minimum Trading Size:	EUR 1,000
7.	(i)	Specified Denominations:	EUR 1,000
	(ii)	Calculation Amount:	EUR 1,000
8.	(i)	Issue Date:	18 November 2013
	(ii)	Interest Commencement Date:	Not applicable
9.	Maturity Date:		28 March 2022 or if that is not a Business Day the immediately succeeding Business Day
10.	Form of Notes:		Bearer
11.	Interest Basis:		Non-interest bearing
12.	Redemption/Payment Basis:		Index Linked Redemption
			Payout Switch: Not applicable

Pavout Switch Election: Not applicable Not applicable Not applicable Not applicable Senior Applicable

A Knock-in Event will occur if the Knock-in Value is less than the Knock-in Level

SPS Knock-in Valuation:

Change of Interest Basis or Redemption /Payment Basis:

13.

14.

15.

16.

17.

Put/Call Options:

Exchange Rate:

Knock-in Event:

$(i)$

Status of the Notes:

Closing Level as set out in item 34 below

Strike Price Closing Value: applicable

Applicable

Knock-in Value means the Underlying Reference Value

SPS Valuation Date means, in respect of these Knock-in provisions, the Knock-in Determination Day

Strike Date as set out in item $39(v)$ below

Underlying Reference is as set out in item 39(i) below

Underlying Reference Closing Price Value means, in respect of a SPS Valuation Date, the Closing Level in respect of such day.

Underlying Reference Strike Price means, in respect of an Underlying Reference, the Underlying Reference Closing Price Value for such Underlying Reference on the Strike Date.

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.
	(ii)	Level:	Not applicable
	(iii)	Knock-in Level/Knock-in Range Level:	60% of the Underlying Reference Strike Price
	(iv)	Knock-in Period Beginning Date:	Not applicable
	(v)	Knock-in Period Beginning Date Day Convention:	Not applicable
	(vi)	Knock-in Determination Period:	Not applicable
	(vii)	Knock-in Determination Day(s):	The Redemption Valuation Date as specified in item 39(vii) below
	(viii)	Knock-in Period Ending Date:	Not applicable
	(ix)	Knock-in Period Ending Date Day Convention:	Not applicable
	(x)	Knock-in Valuation Time:	Knock-in Valuation Time
	$(x_i)$	Knock-in Observation Price:	Not applicable
	(xii)	Distruption Consequences:	Applicable
18.	Knock-out Event:		Not applicable
19.		Method of distribution:	Non-syndicated
20.	Interest:		Not applicable
21.		Fixed Rate Provisions:	Not applicable
22.		Floating Rate Provisions:	Not applicable
23.		Zero Coupon Provisions:	Not applicable
24.		Index Linked Interest Provisions:	Not applicable
25.		Share Linked Interest Provisions:	Not applicable
26.		Inflation Linked Interest Provisions:	Not applicable
27.		Commodity Linked Interest Provisions:	Not applicable
28.		Fund Linked Interest Provisions:	Not applicable
29.		ETI Linked Interest Provisions:	Not applicable
30.	Provisions:	Foreign Exchange (FX) Rate Linked Interest	Not applicable
31.		Underlying Interest Rate Linked Interest Provisions:	Not applicable
32.		Additional Business Centre(s) (Conditions 3(b) of the Terms and Conditions of the English Law Notes or Condition 3(b) of the Terms and Conditions of the French Law Notes, as the case may be:	TARGET2

$\overline{\mathbf{4}}$

$\mathbf{r}$

والمتعارض والمتعارف والمتناور والمتناور

المصادف والانتقال والدفاع فلتستدع

والمتابع والمتحدث والمتار

للديناء

College

PROVISIONS RELATING TO REDEMPTION

33.	Final Redemption:	Final Payout
34.	Final Payout:	Auto-Callable Products
		Autocall Standard Notes:
		Calculation Amount multiplied by:
		(A) If FR Barrier Value is greater than or equal to the Final Redemption Condition Level:
		$100\%$ + FR Exit Rate; or
		(B) If FR Barrier Value is less than the Final Redemption Condition Level and no Knock-in Event has occurred:
		$100\%$ + Coupon Airbag Percentage; or
		(C) If FR Barrier Value is less than the Final Redemption Condition Level and a Knock-in Event has occurred;
		Min (100%, Final Redemption Value)
		Where:
		Calculation Agent: BNP Paribas Arbitrage SNC
		Closing Level means, in respect of the Underlying Reference and a Scheduled Trading Day, the official closing level of such Underlying Reference on such day as determined by the Calculation Agent, subject as provided in Index Linked Notes Condition 2 (Adjustments to an Index)
		Coupon Airbag Percentage means 0 per cent.
		Final Redemption Condition Level means 100%
		Final Redemption Value means the Underlying Reference Value
		FR Barrier Value means the Underlying Reference Value

FR Exit Rate means FR Rate

FR Rate means 52%

SPS FR Barrier Valuation Date means the

Settlement Price Date

Settlement Price Date means the Redemption Valuation Date as set out in item 39(vii) below

SPS Valuation Date means, in respect of the Final Payout provisions, the SPS FR Barrier Valuation Date

Strike Price Closing Value: applicable

Underlying Reference is as set out in item 39(i) below

Underlying Reference Closing Price Value means, in respect of a SPS Valuation Date, the Closing Level in respect of such day

Underlying Reference Strike Price means, in respect of an Underlying Reference, the Underlying Reference Closing Price Value for such Underlying Reference on the Strike Date

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

1. Automatic Early Redemption: Applicable $(i)$ Automatic Early Standard Automatic Early Redemption Redemption Event: If on any Automatic Early Redemption Valuation Date the SPS AER Value is greater than or equal to the Automatic Early Redemption Level Where SPS AER Value: means the Underlying Reference Value as set out in 34 above $(ii)$ Automatic Early Official close Redemption Valuation Time: $(iii)$ Automatic Early SPS Automatic Early Redemption Payout Redemption Payout: NA x (AER Redemption Percentage + AER Exit Rate Automatic Early Redemption Date n $(iv)$ Automatic Early

6

Redemption Date(s):	$(n=1)$ 28 March 2017
	$(n=2)$ 28 March 2018
	$(n=3)$ 28 March 2019
	$(n=4)$ 30 March 2020
	$(n=5)$ 29 March 2021

$(v)$ Automatic Early Redemption Level: 100 % of the Underlying Reference Strike Price

Where

NA means the Calculation Amount

AER Redemption Percentage means 113%

Closing Level is as set out in item 34 above

Strike Price Closing Value: applicable

SPS AER Valuation: applicable

SPS Valuation Date means, in respect of these Automatic Early Redemption provisions, Automatic Early Redemption Valuation Date n

Underlying Reference means as set out in item 39(i) below

Underlying Reference Closing Price Value means, in respect of a SPS Valuation Date, the Closing level in respect of such day

Underlying Reference Strike Price is as set out in item 34 above

$(vi)$ Automatic Early Not applicable Redemption Percentage: $(vii)$ Automatic Early Not applicable Redemption Percentage Up: $(viii)$ Automatic Early Not applicable Redemption Percentage Down: $(viii)$ AER Exit Rate: AER Rate with AER Rate means n x 6.5% where n relates to the applicable Automatic Early Redemption Valuation Date $(ix)$ Automatic Early Automatic Early Redemption Valuation Date n Redemption Valuation $(n=1)$ 14 March 2017 Date(s)/Period(s): $(n=2)$ 14 March 2018

$(n=3)$ 14 March 2019
$(n=4)$ 16 March 2020
$(n=5)$ 15 March 2021

	(x)		Observation Price Source:	Not applicable
		$(x_i)$	Underlying Reference Level:	Not applicable
36.	Issuer Call Option:			Not applicable
37.			Noteholder Put Option:	Not applicable
38.	Aggregation:			Not Applicable
39.	Index Linked Redemption Amount:
	(i)		Index/Basket of Indices:			The "Index" or the "Underlying Reference" is the EURO STOXX 50® Index
						The Index is a Composite Index
	(ii)		Index Currency:	EUR
	(iii)		Screen Page:			Bloomberg Code: SX5E Index
	(iv) Disruption:		Specified Maximum Days of		equal to eight (8)	Specified Maximum Days of Disruption will be
	(v)		Strike Date:	14 March 2014
	(vi)		Averaging:	Not applicable
	(vii)		Redemption Valuation Date:	14 March 2022
	(viii)		Observation Date(s):	Not applicable
	(ix)		Observation Period:	Not applicable
	(x)		Exchange Business Day:		Single Index Basis
	(xi)		Scheduled Trading Day:	Single Index Basis
	(xii) Sponsor:		Exchange(s) and Index		(a)	The relevant Exchange is as set out in the Conditions; and
					(b)	The relevant Index Sponsor is Stoxx Limited
	(xiii)		Related Exchange:	All Exchanges
	(xiv)		Weighting:	Not applicable
	(xv)		Valuation Time:		Scheduled Closing Time
	(xvi)		Index Correction Period:		As per Conditions
			(xvii) Optional Additional Disruption Events:	Event apply:		a) The following Optional Additional Disruption

Not applicable

b) Delayed Redemption on the Occurrence of Additional Disruption Event and/or Optional Additional Disruption Event: Not applicable

	(xviii) Delayed Redemption of the Occurrence of Index Adjustment Event:	Not applicable
	(xix) Additional provisions applicable to Custom Indices:	Not applicable
40.	Share Linked Redemption Amount:	Not applicable
41.	Inflation Linked Redemption Amount:	Not applicable
42.	Commodity Linked Redemption Amount:	Not applicable
43.	Fund Linked Redemption Amount:	Not applicable
44.	Credit Linked Notes:	Not applicable
45.	ETI Linked Redemption Amount:	Not applicable
46.	Foreign Exchange (FX) Rate Linked Redemption Amount:	Not applicable
47.	Underlying Interest Rate Linked Redemption Amount:	Not applicable
48.	Early Redemption Amount:
	Early Redemption Amount(s):	Market Value less Costs
49.	Provisions applicable to Physical Delivery:	Not applicable
50.	Variation of Settlement:
	(i) Issuer's option to vary settlement:	The Issuer does not have the option to vary settlement in respect of the Notes.
	Variation of Settlement of Not applicable (ii) Physical Delivery Notes:
51.	Form of the Notes:	Bearer Notes
	New Global Note:	No
		Temporary Bearer Global Note exchangeable for a Permanent Bearer Global Note which is exchangeable for definitive Bearer Notes only upon an Exchange Event.
52.	Financial Centre(s) or other special	TARGET2

9

المتسلم والأناب

الفارد المتحدث والمتحدث

	proviisons relating to Payment Days for the purposes of Condition $4(a)$ :
53.	for Talons future Coupons or Receipts to be attached to definitive Notes (and dates on which such Talons mature):	Not applicable
54.	Details relating to Party Paid Notes:	Not applicable
55.	Details relating to Notes redeemable amount of each in instalments: instalment, date on which each payment is to be made:	Not applicable
56.	Redomination, renominalisation and Not applicable reconventioning provisions:
57.	Masse (Condition 12 of the Terms and Conditions of the French Law Notes):	Not applicable
58.	Governing law:	English law
59.	If syndicated, names of Managers:	Not applicable
60.	Total commission and concession:	Fees have been paid to the Distributor in respect of the Notes. They cover distribution cost for a maximum annual amount equivalent to 1.5% (all tax included) of the nominal amount. Further information is available from BNP Paribas Arbitrage SNC on request.
61.	U.S. Selling Restrictions:	Reg. S Compliance Category 2; TEFRA D
62.	Non exempt Offer:	Applicable An offer of the Notes may be made by the Dealer, BNP Paribas and Oddo & Compagnie (the Offerors") "Initial Authorised and any additional financial intermediaries who have or obtain the Issuer's consent to use the Base Prospectus in connection with the Non-exempt Offer and who are identified on the Issuer's website at (https://ratesglobalmarkets. bnpparibas.com/gm/Public/LegalDocs.aspx) as an Authorised Offeror being persons to whom the issuer has given consent, (the "Authorised Offerors ") other than pursuant to Article $3(2)$ of the Prospectus Directive in France (the "Public Offer Jurisdiction" ) during the period from 18 November 2013 until 14 March 2014 (the "Offer Period"). See further Paragraph 7 of Part B below.
		General Consent: Not Applicable

$\sim$

Other Conditions to consent: Not Applicable

Responsibility

The Issuer accepts responsibility for the information contained in these Final Terms.

Signed on behalf of the Issuer:

By: Mytson |ञ्……

Duly authorised

للمستحدث

PART B-OTHER INFORMATION

1. Listing and Admission to trading

(i)	Listing and admission to trading:	Luxembourg Stock Exchange's Official List
(ii)	Admission to trading:	Application has been made by the Issuer for the Notes to be admitted to trading on the Luxembourg Stock Exchange's Regulated Market with effect from the Issue Date.
(iii)	Estimate of total expenses related to admission to trading:	EUR 3.235

1. Ratings

The Notes have not been rated.

3. Interests of Natural and Legal Persons Involved in the Issue/Offer

"Save as discussed in the "Potential Conflicts of Interest" paragraph in the "Risk Factors" in the Base Prospectus, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer."

4.			Reasons for the Offer, Estimated Net Proceeds and Total
	Expenses

• Reasons for the offer: See "Use of Proceeds" wording in Base Prospectus. $(i)$
• $(ii)$ Estimated net proceeds: EUR 30,000,000
• $(iii)$ Estimated total expenses: See item 1(iii) above
• 1. Performance of Index/ Share/ Commodity/ Inflation/ Foreign Exchange Rate/ Fund/ Reference Entity/ Entities/ ETI Interest/ Formula, Explanation of Effect on Value of Investment and Associated Risks and Other Information concerning the Underlying

Index Page	Website	Screen
EURO STOXX 50® Index	www.stoxx.com	Bloomberg SX5E

INDEX DISCLAIMER

EuroStoxx50

STOXX and its licensors (the "Licensors") have no relationship to BNP PARIBAS, other than the licensing of the EuroStoxx50® and the related trademarks for use in connection with the Notes.

STOXX and its Licensors do not:

• Sponsor, endorse, sell or promote the Notes.
• Recommend that any person invest in the Notes or any other securities.

• Have any responsibility or liability for or make any decisions about the timing, amount or pricing of Notes.

• Have any responsibility or liability for the administration, management or marketing of the Notes.

• Consider the needs of the Notes or the owners of the Notes in determining, composing or calculating the EuroStoxx50® or have any obligation to do so.

STOXX and its Licensors will not have any liability in connection with the Notes. Specifically,

· STOXX and its Licensors do not make any warranty, express or implied and disclaim any and all warranty about:

• The results to be obtained by the Notes, the owner of the Notes or any other person in connection with the use of

the EuroStoxx50® and the data included in the EuroStoxx50®;

• The accuracy or completeness of the EuroStoxx50® and its data;

• The merchantability and the fitness for a particular purpose or use of the EuroStoxx50® and its data:

· STOXX and its Licensors will have no liability for any errors, omissions or interruptions in the EuroStoxx50® or its data;

• Under no circumstances will STOXX or its Licensors be liable for any lost profits or indirect, punitive, special or consequential damages or losses, even if STOXX or its Licensors knows that they might occur.

The licensing agreement between BNP PARIBAS and STOXX is solely for their benefit and not for the benefit of the owners of the Notes or any other third parties.

General disclaimer

Neither the Issuer nor the Guarantor shall have any liability for any act or failure to act by an Index Sponsor in connection with the calculation, adjustment or maintenance of an Index. Except as disclosed prior to the Issue Date, neither the Issuer, the Guarantor nor their affiliates has any affiliation with or control over the computation, composition or dissemination of an Index. Although the Calculation Agent will obtain information concerning an Index from publicly available sources it believes reliable, it will not independently verify this information. Accordingly, no representation, warranty or undertaking (express or implied) is made and no responsibility is accepted by the Issuer, the Guarantor, their affiliates or the Calculation Agent as to the accuracy, completeness and timeliness of information concerning an Index.

6. OPERATIONAL INFORMATION

(i)	ISIN Code:	XS0987440616
(ii)	Common Code:	098744061
(iii)	Any clearing system(s) other than Euroclear France, Euroclear and Clearstream, Luxembourg approved by the Issuer and the Principal Paying Agent and the relevant identification $number(s)$ :	Not applicable
(iv)	Delivery:	Delivery against payment
(v)	Additional Paying Agent(s) (if any):	Not applicable
(vi)	Intended to be held in a manner which would allow Eurosystem eligibility:	No. Whilst the designation is specified as "no" at the date of these Final Terms, should the Eurosystem eligibility criteria be amended in the future such that the Notes are capable of meeting them the Notes may then be deposited with one of the ICSDs as common safe-keeper. Note that this does not necessarily mean that the Notes will then be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem at any time during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.
7.	Public Offers	Applicable
	(i) Offer Period:	See paragraph 62 above.
	(ii) Offer Price:	The Offer Price will range during the Offer Period gradually from 99.97 % on 18 November 2013 to 100% on 14 March 2014
(iii) Conditions to which the offer is subject:		Offers of the Notes are conditional on their issue and on any additional conditions set out in the standard

terms of business of the Authorised Offerors, notified to investors by such relevant Authorised Offerors.

The Issuer reserves the right to withdraw the offer and cancel the issuance of the Notes for any reason. in accordance with the Authorised Offerors at any time on or prior to the Issue Date. For the avoidance of doubt, if any application has been made by a potential investor and the Issuer exercises such a right, each such potential investor shall not be entitled to subscribe or otherwise acquire the Notes.

Application to subscribe for the Notes can be made in France at the offices of the relevant Authorised Offeror. The distribution of the Notes will be carried out in accordance with Authorised Offeror's usual procedures notified to investors by such Authorised Offeror.

Prospective investors will not be required to enter into any contractual arrangements directly with the Issuer in relation to the subscription for the Notes

The minimum amount of application is the Specified Denomination.

The maximum amount of application of Notes will be subject only to availability at the time of the application.

There are no pre-identified allotment criteria. The Authorised Offerors will adopt allotment criteria that ensure equal treatment of prospective investors. All of the Notes requested through the Authorised Offerors during the Offer Period will be assigned up to the maximum amount of the Offer.

In the event that during the Offer Period the requests exceed the total amount of the offer destined to prospective investors the Issuer, in accordance with the Authorised Offerors, will proceed to early terminate the Offer Period and will immediately suspend the acceptance of further requests.

(vi) Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants:

(iv) Description of the application process:

(v) Details of the minimum and/or maximum

amount of application:

(vii) Details of the method and time limits for paying up and delivering the Notes:

(viii) Manner and date in which results of the offers are to be made public:

$\bar{z}$

Not applicable

The Notes will be issued on the Issue Date against payment to the Issuer of the net subscription moneys. Investors will be notified by the relevant Authorised Offeror of their allocations of Notes and the settlement arrangements in respect thereof.

Not applicable

(ix) Procedure for exercise of any right of preemption, negotiability of subscription rights and treatment of subscription rights not exercised:

(x) Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made:

(xi) Amount of any expenses and taxes specifically charged to the subscriber or purchaser:

8. Placing and Underwriting

(i) Name and address of the co-ordinator(s) of the global offer and of single parts of the offer:

(ii) Name and address of any paying agents and depository agents in each country (in addition to the Principal Paying Agent):

(iii) Entities agreeing to underwrite the issue on a firm commitment basis, and entities agreeing to place the issue without a firm commitment or under "best efforts" arrangements:

(iv) When the underwriting agreement has been or will be reached:

Not applicable

Not applicable

No dealings in the Notes on a regulated market for the purposes of the Markets in Financial Instruments Directive 2004/39/EC may take place prior to the Issue Date.

There are no expenses or taxes charged to the subscriber or purchaser that the Issuer is aware of.

Details of the Authorised Offerors are available from the Manager upon request.

Not applicable

No underwriting commitment is undertaken by the Authorised Offerors.

Not applicable