BNP Paribas — Capital/Financing Update 2016

Aug 9, 2016

Final Terms dated 9 August 2016

BNP PARIBAS

(incorporated in France) (the Issuer) Issue of EUR 750,000,000 2.25 per cent. Subordinated Notes due 11 January 2027 under the €90,000,000,000 Euro Medium Term Note Programme (the Programme)

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.

Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Notes 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 (the "Conditions") set forth under the section entitled "Terms and Conditions of the English Law Notes" in the Base Prospectus dated 13 June 2016 which received visa n° 16-242 from the Autorité des marchés financiers ("AMF") on 13 June 2016 and the Supplement to the Base Prospectus dated 1 August 2016, 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, these Final Terms and the Supplement 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 Securities Services, 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). The Base Prospectus, these Final Terms and the Supplement to the Base Prospectus are also available on the AMF website (www.amf-france.org). A copy of these Final Terms and the Base Prospectus and the Supplement 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:	17852
	(ii)	Tranche Number:	1
3.		Specified Currency:	Euro ("EUR")
Aggregate Nominal Amount: 4.
	(i)	Series:	EUR 750,000,000
	(ii)	Tranche:	EUR 750,000,000
5.		99.474 per cent. of the Aggregate Nominal Amount Issue Price of Tranche:
6.		Minimum Trading Size:	Not applicable
7.	(i)	Specified Denomination:	EUR 100,000 and integral multiples of EUR 1,000 in excess thereof up to and including EUR 199,000. No Notes in definitive form will be issued with a denomination above EUR 199,000.
	(ii)	Calculation Amount (Applicable to Notes in definitive form):	EUR 1,000
8.	(i)	Issue Date and Interest Commencement Date:	11 August 2016
	(ii)	Interest Commencement Date (if different from the Issue Date):	Not applicable
9.		Maturity Date:	11 January 2027
10.	Form of Notes:		Bearer
11.	Interest Basis:		2.25 per cent. per annum Fixed Rate (further particulars specified below)
12.	Coupon Switch:		Not applicable
13.	Redemption/Payment Basis:		Redemption at par

14.		Change of Interest Basis or Redemption/Payment Basis:	Not applicable
15.		Put/Call Options:	Not applicable
16.		Exchange Rate:	Not applicable
17.		Status of the Notes:	Subordinated
18.		Knock-in Event:	Not applicable
19.		Knock-out Event:	Not applicable
20.		Method of distribution:	Syndicated
21.		Hybrid Securities:	Not applicable
22.	Interest:		Applicable
	(i)	Interest Periods:	From and including the Interest Commencement Date to but excluding the Interest Payment Date falling on 11 January 2017 (being a short first Interest Period). Thereafter from and including each Interest Payment Date to but excluding the following Interest Payment Date up to the Maturity Date.
	(ii)	Interest Period End Dates:	11 January in each year from and including 11 January 2017 to and including the Maturity Date
	(iii)	Business Day Convention for Interest Period End Dates:	Not applicable
	(iv)	Interest Payment Dates:	11 January in each year from and including 11 January 2017 to and including the Maturity Date
	(v)	Business Day Convention for Interest Payment Dates:	Following
	(vi)	Party responsible for calculating the Rates of Interest and Interest Amounts (if not the Calculation Agent):	Not applicable
	(vii)	Margins:	Not applicable
	(viii)	Minimum Interest Rate:	Not applicable
	(ix)	Maximum Interest Rate:	Not applicable
	(x)	Day Count Fraction:	Actual/Actual (ICMA)
	(xi)	Determination Dates:	11 January in each year
	(xii)	Accrual to Redemption:	Applicable
	(xiii)	Rate of Interest:	Fixed Rate
	(xiv)	Coupon Rate:	Not applicable
23.	Fixed Rate Provisions:		Applicable
	(i)	Fixed Rate of Interest:	2.25 per cent. per annum payable annually in arrear on each Interest Payment Date
	(ii)	Fixed Coupon Amount:	EUR 22.50 per Calculation Amount, except in respect of the first Interest Period
	(iii)	Broken Amount:	EUR 9.41 per Calculation Amount, payable on the

Interest Payment Date falling on 11 January 2017 for the period from and including the Interest
Commencement Date to but excluding 11 January 2017.

	Resettable Notes: (iv)	Not applicable
24.	Floating Rate Provisions:	Not applicable
25.	Screen Rate Determination:	Not applicable
26.	ISDA Determination:	Not applicable
27.	FBF Determination:	Not applicable
28.	Zero Coupon Provisions:	Not applicable
29.	Index Linked Interest Provisions:	Not applicable
30.	Share Linked Interest Provisions:	Not applicable
31.	Inflation Linked Interest Provisions:	Not applicable
32.	Commodity Linked Interest Provisions:	Not applicable
33.	Fund Linked Interest Provisions:	Not applicable
34.	ETI Linked Interest Provisions:	Not applicable
35.	Foreign Exchange (FX) Rate Linked Interest Provisions:	Not applicable
36.	Underlying Interest Rate Linked Interest Provisions:	Not applicable
37.	Business Centres Additional (Condition 3(e) of the Terms and Conditions of the English Law Notes or Condition 3(e) of the Terms and Conditions of the French Law Notes, as the case may be):	Not applicable
38.	Final Redemption:	Calculation Amount x 100 per cent.
39.	Final Payout:	Not applicable
40.	Automatic Early Redemption:	Not applicable
41.	Issuer Call Option:	Not applicable
42.	Noteholder Put Option:	Not applicable
43.	Aggregation:	Not applicable
44.	Index Linked Redemption Amount:	Not applicable
45.	Share Linked Redemption Amount:	Not applicable
46.	Inflation Linked Redemption Amount:	Not applicable
47.	Commodity Linked Redemption Amount:	Not applicable
48.	Fund Linked Redemption Amount:	Not applicable
49.	Credit Linked Notes:	Not applicable
50.	ETI Linked Redemption Amount:	Not applicable
51.	Foreign Exchange (FX) Rate Linked	Not applicable

	Redemption Amount:
52.	Underlying Interest Rate Linked Redemption Amount:		Not applicable
53.	Early Redemption Amount:		Calculation Amount x 100 per cent.
54.	Provisions applicable to Physical Delivery:		Not applicable
55.		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
56.		CNY Payment Disruption Event:	Not applicable
		GENERAL PROVISIONS APPLICABLE TO THE NOTES
57.		Form of 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.
58.		Financial Centres or other special provisions relating to Payment Days for the purposes of Condition 4(a):	Not applicable
59.		Identification information of Holders:	Not applicable
60.		Talons for future Coupons or Receipts to be attached to definitive Notes (and dates on which such Talons mature):	No
61.	Temporary	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 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
62.		Details relating to Notes redeemable in instalments: amount of each instalment, date on which each payment is to be made:	Not applicable
63.		Redenomination, renominalisation and reconventioning provisions:	Not applicable
64.	Notes):	Masse (Condition 12 of the Terms and Conditions of the French Law	Not applicable
65.		Governing law:	English law. Condition 2(b) is governed by French law.
66.		Calculation Agent:	Not applicable

DISTRIBUTION

67.	(i)	If syndicated, names of Managers and underwriting commitments/quotas (material features) (specifying Lead Manager):	Joint Lead Managers:
			BNP Paribas UK Limited
			EUR 510,000,000
			Banco Santander, S.A.
			Natixis
			Nordea Bank AB
			Standard Chartered Bank
			Swedbank AB (publ)
			UniCredit Bank AG
			EUR 37,500,000 each
			Co-Lead Managers:
			Bankia SA
			CaixaBank, S.A.
			EUR 7,500,000 each
	(ii)	Stabilisation Manager (if any):	BNP Paribas UK Limited
	(iii)	If non-syndicated, name of relevant Dealer:	Not applicable
68.		U.S. Selling Restrictions:	Reg. S Compliance Category 2; TEFRA D
69.	Non exempt Offer:		Not applicable
70.		United States Tax Considerations	Not applicable

RESPONSIBILITY

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

Signed on behalf of the Issuer:

By: $\equiv$

Duly authorised

PART B - OTHER INFORMATION

$1.$ Listing and Admission to trading

• $(i)$ Listing and admission to trading:
• $(ii)$ Estimate of total expenses related to 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 with effect from 11 August 2016.

EUR 7,600

$2.$ Ratings

Ratings:

The Notes to be issued are expected to be rated Baa2 by Moody's Investors Service Ltd. ("Moody's"), BBB+ by S&P Global Ratings ("S&P"), A by Fitch France
S.A.S. ("Fitch France") and A (High) by DBRS Ratings Limited ("DBRS Limited").

Each of Moody's, S&P, Fitch France and DBRS Limited is established in the European Union and is registered under Regulation (EC) No. 1060/2009 (as amended).

PUTAL

IN AS IN AS WALL BALL BLACK BLACK

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

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.

$\overline{4}$ . Fixed Rate Notes only - Yield

Indication of yield:

2.308 per cent. per annum

As set out above, the yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield

OPERATIONAL INFORMATION 5.

• XS1470601656 ISIN: $(i)$
• 147060165 $(ii)$ Common Code:
• Any clearing systems other $(iii)$ Not applicable Euroclear than and Clearstream, Luxembourg approved by the Issuer and the Principal Paying Agent relevant the and identification numbers:

$(iv)$ Delivery:

• Additional Paying Agents (if $(v)$ $any)$ :
• Intended to be held in a $(vi)$ manner which would allow Eurosystem eligibility:

Delivery against payment

Not applicable

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 Note that this does not necessarily safe-keeper. 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.

Name and address of Not applicable $(vii)$ Registration Agent: