BNP Paribas — Capital/Financing Update 2016

Jul 13, 2016

Final Terms dated 13 July 2016

BNP PARIBAS

(incorporated in France)

(the Issuer)

Issue of EUR 500,000,000 0.750 per cent. Notes due 11 November 2022

Tranche 2 of Series 17654

(the "Notes")

to be consolidated (assimilables for the purposes of French law) and form a single Series with

EUR 750,000,000 0.750 per cent. Notes due 11 November 2022

issued on 12 April 2016

(the "Existing Notes")

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 9 June 2015 and the Supplements to it dated 6 August 2015, 10 November 2015, 29 December 2015, 15 February 2016 and 18 March 2016 which are incorporated by reference in the Base Prospectus dated 13 June 2016. 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 13 June 2016 which received visa n° 16-242 from the Autorité des marchés financiers ("AMF") on 13 June 2016, which constitutes a base prospectus for the purposes of the Prospectus Directive (the "Base Prospectus"), including the Conditions incorporated by reference in 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 are available for viewing at, and copies may be obtained from the Principal Paying Agent and will be available on the AMF website (www.amffrance.org).

$1.$ Issuer: BNP Paribas

EUR 1,250,000,000

amounting to EUR 993,852.46

denomination above EUR 199,000.

EUR 500,000,000

Not applicable

EUR 1,000

18 July 2016

12 April 2016

11 November 2022

17654

$\overline{2}$

• $2.$ Series Number: $(i)$
• Tranche Number: $(iii)$

The Notes will on or about the date which is 40 days following the Issue Date be consolidated (assimilables for the purposes of French law) and form a single Series with the Existing Notes

101.802 per cent. of the Aggregate Nominal Amount plus accrued interest from and including the Interest Commencement Date to but excluding the Issue Date

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

• Euro ("EUR") 3. Specified Currency:
• $\overline{4}$ . Aggregate Nominal Amount:
• Series: $(i)$
• $(ii)$ Tranche:
• 1. Issue Price of Tranche:
• Minimum Trading Size: 6.
• 1. Specified Denomination: $(i)$
• Calculation Amount: $(ii)$
• 1. Issue Date: $(i)$
• Interest Commencement $(ii)$ Date (if different from the Issue Date):
• 1. Maturity Date:
• $10.$ Form of Notes:

$11.$ Interest Basis: 0.750 per cent. per annum Fixed Rate (further particulars specified below) $12.$ Coupon Switch: Not applicable

Bearer

$13.$ 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:	Senior
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 November 2016 (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 November in each year from and including 11 November 2016 to and including the Maturity Date
	(iii)	Business Day Convention for Interest Period End Dates:	Not applicable
	(iv)	Interest Payment Dates:	11 November in each year from and including 11 November 2016 to and including the Maturity Date
	(v)	Business Day Convention for Interest Payment Dates:	Following
	(vi)	Party responsible for calculating the Rate of Interest and Interest Amount (if not Calculation the Agent):	Not applicable
	(vii)	Margin:	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 November 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:	0.750 per cent. per annum payable annually in arrear on each Interest Payment Date
	(ii)	Fixed Coupon Amount:	EUR 7.50 per Calculation Amount, except in respect of the first Interest Period.
	(iii)	Broken Amount:	EUR 4.36 per Calculation Amount, payable on the

$\bar{\Xi}$

Interest Payment Date falling on 11 November 2016
for the period from and including the Interest
Commencement Date to but excluding 11 November 2016.

$\frac{1}{2}$

	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.	Additional Business Centres (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:	Yes
			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.	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
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
66.		Calculation Agent:	Not applicable

DISTRIBUTION

67.	(i)	If syndicated. of names Managers (specifying Lead Manager):	Joint Lead Managers
			BNP Paribas UK Limited
			EUR 166,660,000
			Zentral- Deutsche AG BANK DZ Genossenschaftsbank, Frankfurt am Main
			Norddeutsche Landesbank - Girozentrale -
			EUR 166,670,000 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:

Č $\mathsf{By:} \begin{array}{c} \mathsf{By:} \ \mathsf{Only}\ \mathsf{authorised} \end{array}$ $900h$

PART B - OTHER INFORMATION

$1.$ Listing and Admission to trading

$2.$

(i)	Listing and 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 18 July 2016.
		The Existing Notes are admitted to trading on Euronext Paris.
(ii)	Estimate of total expenses related to admission to trading:	EUR 9.250
Ratings
Ratings:		The Notes to be issued are expected to be rated A1

The Notes to be issued are expected to be rated A1 by Moody's Investors Service Ltd. ("Moody's"), A by Standard & Poor's Credit Market Services ("Standard & Poor's"), A+ by Fitch France S.A.S. ("Fitch France") and AAL by DBRS Ratings Limited ("DBRS Limited")

As defined by Standard & Poor's, an A rating means that the Issuer's capacity to meet its financial commitment under the Notes is still strong.

Obligations rated A1 by Moody's are judged to be of high quality and are subject to very low credit risk. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category.

As defined by Fitch France 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.

As defined by DBRS Limited, an AAL rating means that the Issuer's capacity for the payment of financial obligations is considered high. Such capacity is unlikely to be significantly vulnerable to future events.

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

$3.$ 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.

4. Fixed Rate Notes only - Yield

Indication of yield:

0.460 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

Performance of Index/ Share/ Commodity/ Inflation/ Foreign Exchange Rate/ Fund/ 5. Reference Entity/ Entities/ ETI Interest/ Underlying Interest Rate and Other Information concerning the Underlying Reference

Not applicable

1. 8.

6. OPERATIONAL INFORMATION

(i)	ISIN:	Temporary ISIN: XS1451423427
		Permanent ISIN: XS1394103789
(ii)	Common Code:	Temporary Common Code: 145142342
		Permanent Common Code: 139410378
(iii)	Any clearing systems other than Euroclear and Clearstream, Luxembourg approved by the Issuer and the Principal Paying Agent and the relevant identification numbers:	Not applicable
(iv)	Delivery:	Delivery against payment
(v)	Additional Paying Agents (if any):	Not applicable
(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 safe- keeper 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:	Not applicable
Public Offers		Not applicable
Placing and Underwriting		Not applicable