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BNP Paribas Capital/Financing Update 2016

Apr 11, 2016

1158_rns_2016-04-11_2606e483-50ec-429a-876d-6cbd5b4b559f.pdf

Capital/Financing Update

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Final Terms dated 8 April 2016

BNP PARIBAS

(incorporated in France)

(the Issuer)

Issue of EUR 750,000,000 0.750 per cent. Notes due 11 November 2022 (the "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 which received visa n° 15-263 from the Autorité des marchés financiers ("AMF") on 9 June 2015 and the Supplements to the Base Prospectus dated 6 August 2015, 10 November 2015, 29 December 2015, 15 February 2016 and 18 March 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 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 Securities Services, Luxembourg Branch (in its capacity as Principal Paying Agent), 60 avenue JF Kennedy, L-2085 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 Supplements to the Base Prospectus will also be available on the AMF website (www.amffrance.org). A copy of these Final Terms and 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: 17654
(ii) Tranche Number: 1
3. Specified Currency: Euro ("EUR")
4. Aggregate Nominal Amount:
(i) Series: EUR 750,000,000
(ii) Tranche: EUR 750,000,000
5. Issue Price of Tranche: 99.924 per cent. of the Aggregate Nominal Amount
6. Minimum Trading Size: Not applicable
7. (i) Specified Denominations: 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: EUR 1,000
8. (i) Issue Date and Interest
Commencement Date:
12 April 2016
(ii) Interest Commencement
Date (if different from the
Issue Date):
Not applicable
9. Maturity Date: 11 November 2022
10. Form of Notes: Bearer
11. Interest Basis: 0.750
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: 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
the
Calculation
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
Interest Payment Date falling on 11 November 2016
for
the
period
from
and
including
the
Interest
Commencement Date to but excluding 11 November
2016.
(iv) Resettable Notes: 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. Amount: Commodity Linked Redemption 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
Redemption Amount:
Not applicable
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
Receipts to be attached to definitive
Notes (and dates on which such
Talons mature):
or
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
Not applicable
and reconventioning provisions:
64. Masse (Condition 12 of the Terms
and Conditions of the French Law
Notes):
Not applicable
65. Governing law: English law
66. Calculation Agent: Not applicable
DISTRIBUTION
67. (i)
If syndicated, names
of
Joint Lead Managers:
Managers and underwriting
commitments/
quotas
BNP Paribas UK Limited
(material
features)
(specifying Lead Manager):
EUR 64,200,000
Commerzbank Aktiengesellschaft
DZ BANK AG Deutsche Zentral
Genossenschaftsbank, Frankfurt am Main
HSH Nordbank AG
Landesbank Baden-Württemberg
Landesbank Hessen-Thüringen Girozentrale
Norddeutsche Landesbank-Girozentrale
EUR 114,300,000 each
(ii) Stablisation 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

RESPONSIBILITY

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

Signed on behalf of the Issuer:

By: [VERONIQUE FLOXOLI] 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:

2. Ratings

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 12 April 2016.

EUR 9,600

Ratings: 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: 0.762 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

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

Not applicable

6. OPERATIONAL INFORMATION

  • (i) ISIN: XS1394103789
  • (ii) 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):
  • (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.

Not applicable

  • (vii) Name and address of Not applicable
  • Registration Agent:
  • 7. Public Offers Not applicable
  • 8. Placing and Underwriting Not applicable