BNP Paribas — Capital/Financing Update 2013

Oct 18, 2013

FINAL TERMS

dated 15 October 2013

BNP PARIBAS

(incorporated in France)

(as Issuer)

Issue of EUR 225,000,000 0.74 per cent. Fixed Rate Notes due 30 September 2015

Series 16165

under the €90,000,000,000 Euro Medium Term Note Programme (the Programme)

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 section entitled "Terms and Conditions of the English Law Notes" in the Base Prospectus dated 3 June 2013. 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 dated 3 June 2013 which received visa no 13-258 from the Autorité des marchés financiers ("AMF") on 3 June 2013 and the Supplements to the Base Prospectus dated 8 August 2013 and 2 October 2013 which together constitute a base prospectus for the purposes of the 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 and these Final Terms (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 of the Final Terms) on the Issuer's website (www.invest.bnpparibas.com). The Base Prospectus and these Final Terms will also be available on the AMF website (www.amf-france.org) and these Final Terms will be available for viewing on the website of Euronext Paris. A copy of these Final Terms and 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:	16165
	(ii)	Tranche Number:
3.	Specified Currency:		Euro ( EUR )
4.		Aggregate Nominal Amount:
	(i)	Series:	EUR 225,000,000
	(ii)	Tranche:	EUR 225,000,000
5.	Issue Price of Tranche:		100 per cent. of the Aggregate Nominal Amount
6.	Minimum Trading Size:		Not applicable
7.	(i)	Specified Denominations:	EUR 100,000
	(ii)	Calculation Amount (Applicable to Notes in	EUR 100,000

definitive form):

8.	Issue Date and Interest Commencement Date:		17 October 2013
9.	Maturity Date:		30 September 2015
10.	Form of Notes:		Bearer
11.	Interest Basis:		0.74 per cent. Fixed Rate per annum
			(further particulars specified below)
12.	Redemption/Payment Basis:		Redemption at par
13.	Change of Interest Basis or Redemption/Payment Basis:		Not applicable
14.	Put/Call Options:		Not applicable
15.	Exchange Rate		Not applicable
16.	Status of the Notes:		Senior
17.	Knock-in Event:		Not applicable
18.	Knock-out Event:		Not applicable
19.		Method of distribution:	Syndicated
20.	Interest:		Applicable
	(i)	Interest Periods:	From and including 30 September in each year to but excluding the next 30 September up to the Maturity Date, with a short first Interest Period from and including the Interest Commencement Date to but excluding 30 September 2014.
	(ii)	Interest Period End Dates:	30 September in each year
	(iii)	Business Day Convention for Interest Period End Dates:	Not applicable
	(iv)	Interest Payment Dates:	30 September in each year from and including 30 September 2014 to and including the Maturity Date
	(v)	Business Day Convention for Interest Payment Dates:	Modified Following
	(vi) Party responsible for calculating the Rate of Interest and Interest Amounts (if not the Calculation Agent):		Not applicable
	(vii)	Margin(s):	Not applicable
	(viii)	Minimum Interest Rate:	Not applicable
	(ix)	Maximum Interest Rate:	Not applicable
	(x)	Day Count Fraction:	Actual/Actual ICMA (unadjusted)
	(xi)	Determination Dates:	30 September in each year
	(xii)	Accrual to Redemption:	Not applicable
	(xiii)	Rate of Interest:	Fixed Rate
21.	Fixed Rate Provisions:		Applicable

	(i)	Fixed Rate of Interest:	0.74 per cent. per annum payable annually in arrear on each Interest Payment Date
	(ii)	Fixed Coupon Amount:	EUR 740 per Calculation Amount (save for the Broken Amount specified in 21(iii) below)
	(iii)	Broken Amount:	EUR 705.53 per Calculation Amount, payable on the Interest Payment Date falling on 30 September 2014 (short first coupon from and including the Interest Commencement Date to but excluding 30 September $2014$ ).
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.	Provisions:	Commodity Linked Interest	Not applicable
28.		Fund Linked Interest Provisions:	Not applicable
29.		ETI Linked Interest Provisions:	Not applicable
30.		Foreign Exchange (FX) Rate Linked Interest Provisions:	Not applicable
31.		Underlying Interest Rate Linked Interest Provisions:	Not applicable
32.	Additional Terms and may be):	Business Centre(s) (Condition 3(b) of the Terms and Conditions of the English Law Notes or Condition 3(b) of the Conditions of the French Law Notes, as the case	Not applicable
33.		Final Redemption:	EUR 100,000 per Calculation Amount
34.	Final Payout:		Not applicable
35.		Automatic Early Redemption:	Not applicable
36.		Issuer Call Option:	Not applicable
37.		Noteholder Put Option:	Not applicable
38.	Aggregation:		Not applicable
39.		Index Linked Redemption Amount:	Not applicable
40.		Share Linked Redemption Amount:	Not applicable
41.	Amount:	Inflation Linked Redemption	Not applicable
42.		Commodity Linked Redemption	Not applicable

Amount:

$\sim 10^7$

$\frac{1}{2}$ , $\frac{1}{2}$

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:	As set out in Condition 5(e)
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.
	(ii)	Variation of Settlement of Physical Delivery Notes:	Not applicable
51.	Form of Notes:		Bearer Notes:
		New Global Note:	Yes
			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 relating to Payment provisions for Days the purposes οf Condition 4(a):		Not applicable
53.	Talons for future Coupons or. Receipts to be attached to definitive Notes (and dates on which such Talons mature):		No
54.		Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made and, if different from those specified in the Temporary Global Note, consequences of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment:	Not applicable
55.	Details	relating to Notes redeemable in instalments: amount of each instalment, date on which each payment is to be made:	Not applicable
56.		Redenomination, renominalisation and reconventioning provisions:	Not applicable

57.	Masse (Condition 12 of the Terms and Conditions of the French Law Notes):		Not applicable
58.		Governing law:	English law
	DISTRIBUTION
59.	(i)	If syndicated, names of Managers and underwriting commitments (specifying Lead Manager):	Lead Manager:
			BNP Paribas UK Limited (EUR 213,750,000)
			Co-Lead Managers:
			Commerzbank Aktiengesellschaft
			Danske Bank A/S
			(EUR5,625,000 each)
	(ii)	Stabilising Manager (if $any)$ :	BNP Paribas UK Limited
60.		Total commission and concession:	Not applicable
61.		U.S. Selling Restrictions:	Reg. S Compliance Category 2; TEFRA D
62.		Non exempt Offer:	Not applicable

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RESPONSIBILITY

$\bar{z}$

$\mathcal{A}^{\mathcal{A}}$

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

$\mathcal{L}_{\mathcal{A}}$

Signed on behalf of the Issuer:

By: Myany

$\mathcal{A}^{\mathcal{A}}$

PART B - OTHER INFORMATION

$\overline{1}$ . Listing and Admission to trading

• Application has been made by the Issuer (or on its $(i)$ Listing: behalf) for the Notes to be admitted to trading on Euronext Paris and listed on Euronext Paris with effect from the Issue Date. $(ii)$ Admission to trading: Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on Euronext Paris and listed on Euronext Paris with effect from the Issue Date. $(iii)$ Estimate of total expenses EUR 1,450
• related to admission to trading:

$2.$ Ratings

Ratings:

The Notes to be issued are expected to be rated:

A+ by Standard & Poor's Rating Services ("S&P")

A2 by Moody's Investors Service Ltd ("Moody's")

A+ by Fitch Ratings Ltd ("Fitch")

As defined by S&P, an A+ rating means that the Issuer's capacity to meet its financial commitment under the Notes is very strong.

Obligations rated A2 by Moody's are judged to be of high quality and are subject to very low credit risk.

As defined by Fitch an A+ rating denotes a very low expectation of credit risk. It indicates a very strong capacity for timely payment of financial commitments. Such capacity is not significantly vulnerable to foreseeable events.

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

Save for any fees payable to the Managers, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.

OPERATIONAL INFORMATION $\overline{4}$ .

(i)	ISIN Code:	XS0982660978
(ii)	Common Code:	098266097
(iii)	Any clearing system(s)	Not applicable

• other than Euroclear and Clearstream, Luxembourg approved by the Issuer and the Principal Paying Agent and the relevant identification number(s):
• $(iv)$ Delivery: Delivery against payment Additional Paying Agent(s) Not applicable $(v)$ $($ if any $)$ :

$(vi)$ Intended to be held in a manner which would allow Eurosystem eligibility:

Yes. Note that the designation "yes" simply means that the Notes are intended upon issue to be deposited with one of the ICSDs as common safekeeper and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.

$(vii)$ Name and address of Registration Agent:

$\ddot{\phantom{a}}$

Not applicable