BNP Paribas — Capital/Financing Update 2017

May 15, 2017

Final Terms dated 15 May 2017

BNP PARIBAS

(incorporated in France)

(the Issuer)

Issue of EUR 1,250,000,000 1.50 per cent. Senior Non Preferred Notes due 17 November 2025

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 December 2016 which received visa n° 16-575 from the Autorité des marchés financiers ("AMF") on 9 December 2016 and the Supplements to the Base Prospectus dated 8 February 2017, 27 March 2017 and 5 May 2017, 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 J.F. Kennedy, L-1855 Luxembourg and on the Issuer's website (www.invest.bnpparibas.com). The Base Prospectus, these Final Terms and the Supplements 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 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:	18191
	(ii)	Tranche Number:	1
3.		Specified Currency:	Euro ("EUR")
4.	Aggregate Nominal Amount:
	(i)	Series:	EUR 1,250,000,000
	(ii)	Tranche:	EUR 1,250,000,000
5.	Issue Price of Tranche:		99.963 per cent. of the Aggregate Nominal Amount
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:	EUR 1,000
8.	(i)	Date and Interest ssue Commencement Date:	17 May 2017
	(ii)	Interest Commencement Date (if different from the Issue Date):	Not applicable
9.	Maturity Date:		17 November 2025
10.	Form of Notes:		Bearer
11.	Interest Basis:		1.50 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 Non Preferred Notes
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 17 November 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:	17 November in each year from and including 17 November 2017 to and including the Maturity Date.
	(iii)	Business Day Convention for Interest Period End Dates:	Not applicable
	(iv)	Interest Payment Dates:	17 November in each year from and including 17 November 2017 to and including the Maturity Date.
	(v)	Business Day Convention for Interest Payment Dates:	Following
	(vi)	Party responsible for calculating the Rate of Interest Interest and Amounts (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:	17 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:	1.50 per cent. per annum payable annually in arrear on each Interest Payment Date
	(ii)	Fixed Coupon Amount:	EUR 15 per Calculation Amount, except in respect of the first Interest Period
	(iii)	Broken Amount:	EUR 7.56 per Calculation Amount, payable on the Interest Payment Date falling on 17 November 2017 for the period from and including the Interest Commencement Date to but excluding 17 November

		2017
	(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.	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 Redemption Amount:	Not applicable
52.	Underlying Interest Rate Linked	Not applicable

Redemption Amount:

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 Not applicable provisions relating to Payment Days for the purposes of Condition 4(a):
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.	Masse (Condition 12 of the Terms and Conditions of the French Law Notes):		Not applicable
65.	Governing law:		English law. Condition 2(a) is governed by French law.
66.		Calculation Agent:	Not applicable
	DISTRIBUTION

67.	(i)	If syndicated, names of Managers (specifying Lead Manager):	Lead Manager:
			BNP Paribas UK Limited
			(EUR 818,750,000)
			Joint Lead Managers:
			Banca IMI S.p.A.
			ING Bank N.V.
			UniCredit Bank AG
			(EUR 112,500,000 each)
			Co-Lead Managers:
			CaixaBank, S.A.
			CIBC World Markets plc
			Coöperatieve Rabobank U.A.
			KBC Bank NV
			Raiffeisen Bank International AG
			Swedbank AB (publ)
			(EUR 15,625,000 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: Mayd:

PART B - OTHER INFORMATION

$1.$ Listing and Admission to trading

• Listing and admission to $(i)$ 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 17 May 2017.

EUR 11.325

$2.$ Ratings

Ratings:

The Notes to be issued are expected to be rated Baa2 by Moody's Investors Service Ltd. ("Moody's"), A- by S&P Global Ratings, acting through Standard & Poor's Credit Market Services France SAS ("S&P"), A+ by Fitch France S.A.S. ("Fitch France") and A by DBRS Ratings Limited ("DBRS Limited").

Obligations rated Baa by Moody's are judged to be of medium-grade and subject to moderate credit risk and may possess certain $ac$ such speculative characteristics. The modifier 2 indicates mid-range ranking.

As defined by S&P, an A- rating means that the Issuer's capacity to meet its financial commitment under the Notes is still strong. The minus (-) sign shows the relative standing within the 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 A rating means that the Issuer's capacity for the payment of financial obligations is considered substantial. Such capacity may be vulnerable to future events, but qualifying negative factors are considered manageable.

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).

$3.$ 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:

$(iv)$

$(vi)$

1.505 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. OPERATIONAL INFORMATION

Delivery:

• $(i)$ ISIN: XS1614416193
• $(ii)$ Common Code: 161441619
• $(iii)$ Any clearing systems other Not applicable than Euroclear and Clearstream, Luxembourg approved by the Issuer and the Principal Paying Agent and the relevant identification numbers:

Delivery against payment

• $(v)$ Additional Paying Agents (if Not applicable any):
• Intended to be held in a Yes. Note that the designation "yes" simply means manner which would allow that the Notes are intended upon issue to be Eurosystem eligibility: 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 Not applicable Registration Agent: