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BNP Paribas Capital/Financing Update 2017

Apr 20, 2017

1158_rns_2017-04-20_9fe30e77-35e3-406e-b9a8-39a13462a257.pdf

Capital/Financing Update

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FINAL TERMS dated 21 April 2017

Contract Contract

الداورد

BNP PARIBAS

(incorporated in France) (the Issuer)

Issue of EUR 5,000,000

Index Linked Rate Notes with Index Linked Redemption

relating to the EURO STOXX 50® Index due February 2020

Series 17160 Tranche 2

(the "Notes")

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

EUR 20,000,000

Index Linked Rate Notes with Index Linked Redemption

relating to the EURO STOXX 50® Index due February 2020 issued on 27 February 2015

Series 17160 Tranche 1

(the "Existing Notes")

under the 90,000,000,000

Euro Medium Note Programme

(the Programme)

("BNP Paribas Trigger Plus Note Eurozone 15-20")

Any person making or intending to make an offer of the Notes may only do so:

a) in those Non-exempt Public Offer Jurisdictions mentioned in Paragraph 70 of Part A below, provided such person is of a Dealer or Authorised Offerer (as such terms is defined in the Base Prospectus) and that the offer is made during the Offer Period specified in that paragraph and that any conditions relevant to the use of the Base Prsopectus are complied with; or

b) otherwise 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.

Investors should note that if a supplement to or an updated version of the Base Prospectus referred to below is published at any time during the Offer Period (as defined below), such supplement or updated base prospectus, as the case may be, will be published and made available in accordance with the arrangements applied to the original publication of these Final Terms. Any investors who have indicated acceptances of the Offer (as defined below) prior to the date of publication of such supplement or updated version of the Base Prospectus, as the case may be (the "Publication Date"), have the right within 2 working days of the Publication Date to withdraw their acceptances.

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 sections entitled "Terms and Conditions of the English Law Notes", "Annex 1 - Additional Terms and Conditions for Payouts" and "Annex 2 - Additional Terms and Conditions for Index Linked Notes" in the Base Prospectus dated 5 June 2014 and the Supplements to it dated 10 July 2014, 7 August 2014, 22 September 2014, 7 November 2015 and 6 February 2015 which are incorporated by reference in the Base Prospectus dated 9 December 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 9 December 2016 which received visa n° 16-575 from the Autorité des marchés financiers ("AMF") on 9 December 2016 and the Supplements to it dated 8 February 2017 and 27 march 2017, which together constitute 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. A summary of the Notes (which comprises the Summary in the Base Prospectus as amended to reflect the provisions of these Final Terms) is annexed to these Final Terms. The Base Prospectus, these Final Terms and the Supplement(s) to the Base Prospectus are available for viewing at, and copies may be obtained from [the Principal Paying Agent and will be available on the AMF website (www.amf-france.org.)

1. Issuer: BNP Paribas
2. (i) Series Number: 17160
(ii) Tranche Number: $\overline{c}$
The Notes will be consolidated (assimilables for the purposes
of French law) and form a single Series with the Existing Notes
on or about 31 May 2017.
3. Specified Currency: Euro ("EUR")
4. Aggregate Nominal Amount:
(i) Series: EUR 25,000,000
(ii) Tranche EUR 5,000,000
5. Issue Price of Tranche: 102.25%
6. Minimum Trading Size: EUR 1,000
7. (i) Specified Denominations: EUR 1,000
(ii) Calculation Amount: EUR 1,000
8. (i) Issue Date: 21 April 2017
(ii) Interest Commencement Date: 27 February 2017
9. Maturity Date: 27 February 2020 or if that is not a Business Day the

$\boldsymbol{2}$

immediately succeeding Business Day

10. Form of Notes: Bearer
11. Interest Basis: Index Linked Rate Notes
المكتبة والانتصاب والمتعاقبة (further particulars specified below)
12. Coupon Switch: Not applicable
13. Redemption/Payment Basis: Index Linked Redemption
(see paragraph 44 below)
Payout Switch: Not applicable
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: Applicable
A Knock-in Event will occur if the Knock-in Value is less than
the Knock-in Level on the relevant Knock-in Determination
Day
(i)
SPS Knock-in Valuation:
Applicable
Knock-in Value means the Lowest Underlying Reference
Value
Lowest Underlying Reference Value means, in respect of an
Underlying Reference and a SPS Valuation Period, the lowest
Underlying Reference Value for such Underlying Reference for
all the SPS Valuation Dates in such SPS Valuation Period
SPS Valuation Date means, in respect of these Knock-in
provisions, the relevant Knock-in Determination Day
SPS Valuation Period means the Knock-in Determination
Period
Underlying Reference is as set out in item 44(i) below
Underlying Reference Closing Price Value means, in respect
of a SPS Valuation Date, the Closing Level in respect of such
day.
Underlying Reference Strike Price means 3,490.53

Underlying Reference Value means, in respect of an Underlying Reference and a SPS Valuation Date, (i) the Underlying Reference Closing Price Value for such Underlying Reference in respect of such SPS Valuation Date (ii) divided by the relevant Underlying Reference Strike Price.

(ii) Level: Not applicable
(iii) Knock-in Level/Knock-in
Range Level:
60%
(iv) Knock-in
Period
Beginning Date:
Strike Date
(v) Knock-in
Period
Beginning
Date
Day
Convention:
Not applicable
$(v_i)$ Knock-in
Determination
Period:
The period beginning on (but excluding) the Knock-in Period
Beginning Date and ending on (and including) the Knock-in
Period Ending Date
(vii) Knock-in
Determination
$Day(s)$ :
Each Scheduled Trading Day in the Knock-in Determination
Period
(viii) Knock-in Period Ending
Date:
The Redemption Valuation Date
(ix) Knock-in Period Ending
Date Day Convention:
Not applicable
(x) Knock-in Valuation Time: Not applicable
$(x_i)$ Knock-in
Observation
Price:
Not applicable
(xii) Disruption Consequences: Applicable
Knock-out Event: Not applicable
Method of distribution: Non-syndicated
Hybrid Securities: Not applicable
Interest: Applicable
(i) Interest Period(s): Not applicable
(ii) Interest
Period
End
$Date(s)$ :
Not applicable
(iii) Business
Day
Convention for Interest
Period End Date(s):
Not applicable
(iv) Interest
Payment
$Date(s)$ :
(i) 27 February 2018
(ii) 27 February 2019
(iii) the Maturity Date
Business
(v)
Day
Following

$\Delta \sim 10^{-1}$

Convention for Interest

$\sim$ $\sim$

$\sim$ of the couple

  1. 20.

$21.$ 22.

Payment Date(s):

(v) Party responsible for BNP Paribas Arbitrage SNC
calculating the Rate(s)
of Interest and Interest
Amount(s) (if not the
Calculation Agent):
(the "Calculation Agent")
(vi) $Margin(s)$ : Not applicable
(vii) Minimum
Interest
Rate:
0 per cent. per annum
(viii) Maximum
Interest
Rate:
Not applicable
(ix) Day Count Fraction Not applicable
(x) Determination Dates: Not applicable
$(x_i)$ Accrual
Redemption:
to Not applicable
(xii) Rate of Interest: Linked Rate
(xiii) Coupon Rate: Snowball Digital Coupon applicable
Where

$Rate(i) + SumRate(i)$

The Snowball Digital Coupon Condition is satisfied when the Snowball Barrier Value for the relevant SPS Coupon Valuation Date (i) is equal to or greater than the Snowball Level

Where:

Rate(i) is $7%$

with $i$ ( $i=1$ to 3) meaning each relevant SPS Valuation Date

SumRate(i) means the sum of Rate(i) for each SPS Coupon Valuation Date in the period from (but excluding) the last occurring Snowball Date (or if none the Issue Date) to (but excluding) the relevant SPS Coupon Valuation Date

Snowball Barrier Value means the Underlying Reference Value

Snowball Date means each date on which the relevant Snowball Digital Coupon Condition is satisfied

Snowball Level means 80%

SPS Coupon Valuation Date (i) means each Settlement Price Date

SPS Valuation Date means each SPS Coupon Valuation Date

Settlement Price Date means each Valuation Date

Underlying Reference is as set out in item 44(i) below

Underlying Reference Closing Price Value means, in respect of a SPS Valuation Date, the Closing Level in respect of such day.

Underlying Reference Strike Price means 3,490.53

Underlying Reference Value means, in respect of an Underlying Reference and a SPS Valuation Date, (i) the Underlying Reference Closing Price Value for such Underlying Reference in respect of such SPS Valuation Date (ii) divided by the relevant Underlying Reference Strike Price.

Valuation Date means each Interest Valuation Date i as set out in clause 29(vii) below

23. Fixed Rate Provisions: 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: Applicable
(i) Index/Basket of Indices: The "Index" or the "Underlying Reference" is the EURO
STOXX 50®Index
The Index is a Composite Index
(ii) Index Currency: EUR
(iii) Screen Page: Bloomberg Code: SX5E Index
(iv) Averaging: Averaging does not apply to the Notes
(v) Strike Date: 20 February 2015
(vi) Interest Valuation Date: $(i=1)$ 20 February 2018
$(i=2)$ 20 February 2019 and
(i=3) the Redemption Valuation Date
(vii) Observation Date(s): Not applicable
(viii) Observation Period: Not applicable
(ix)
Specified Maximum Days of
Disruption:
Specified Maximum Days of Disruption will be equal to
three $(3)$
(ix) Exchange Business Day: Single Index Basis

$\mathbf 6$

(x) Scheduled Trading Day: Single Index Basis
(xi) Exchange(s) and Index
Sponsor:
The relevant Exchange is as set out in the
a)
Conditions; and
The relevant Index Sponsor is Stoxx Limited
b)
(xii) Related Exchange: All exchanges
(xiii) Weighting: Not applicable
(xiv) Interest Valuation Time: Scheduled Closing Time
(xv) Index Correction Period: As per Conditions
Optional Additional
(xvi)
Disruption Events:
a) The following Optional Additional Disruption Event
apply:
Not applicable
b) Delayed Redemption on the Occurrence of Additional
Disruption Event and/or Optional Additional Disruption
Not applicable
Event:
(xvii)
Delayed
Redemption of the
Occurrence of Index
Adjustment Event:
Not applicable
Additional
(xviii)
provisions applicable to
Custom Indices:
Not applicable
Share Linked Interest Provisions: Not applicable
Inflation Linked Interest Provisions: Not applicable
Linked
Commodity
Interest
Provisions:
Not applicable
Fund Linked Interest Provisions: Not applicable
ETI Linked Interest Provisions: Not applicable
Foreign Exchange (FX) Rate Linked
Interest Provisions:
Not applicable
Underlying
Linked
Interest Rate
Interest Provisions:
Not applicable
Additional
Business
Centre(s)
(Conditions 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

$\alpha_{\rm eff} = 3.2\%$

$30.$

$31.$ $32.$

$33.$ $34.$

$35.$

$36.$

$37.$

38. Final Redemption:

  1. Final Payout: Final Payout

SPS Final Payouts

Auto-Callable Products

Autocall Standard Notes

Calculation Amount multiplied by:

A) If FR Barrier Value is greater than or equal to the Final Redemption Condition Level:

$100\%$ + FR Exit Rate; or

B) If FR Barrier Value is less than the Final Redemption Condition Level and no Knock-in Event has occurred:

100% + Coupon Airbag Percentage; or

C) If FR Barrier Value is less than the Final Redemption Condition Level and a Knock-in Event has occurred:

Min (100%, Final Redemption Value).

Where:

FR Barrier Value means the Underlying Reference Value

Final Redemption Condition Level means 100%

FR Exit Rate means FR Rate

FR Rate means 0%

Coupon Airbag Percentage means 0%

Final Redemption Value means the Underlying Reference Value

With

Closing Level means, in respect of the Underlying Reference and a Scheduled Trading Day, the official closing level of such Underlying Reference on such day as determined by the Calculation Agent

SPS FR Barrier Valuation Date means the Settlement Price Date

SPS Redemption Valuation Date means the Settlement Price Date

Settlement Price Date means the Valuation Date

SPS Valuation Date means the SPS Redemption Valuation Date, the SPS FR Barrier Valuation Date, or the relevant Knock-in Determination Day, as applicable.

Valuation Date means as per Conditions

Underlying Reference is as set out in item 44(i) below

Underlying Reference Closing Price Value means, in respect of a SPS Valuation Date, the Closing Level in respect of such day.

Underlying Reference Strike Price means 3,490.53

Underlying Reference Value means, in respect of an Underlying Reference and a SPS Valuation Date, (i) the Underlying Reference Closing Price Value for such Underlying Reference in respect of such SPS Valuation Date (ii) divided by the relevant Underlying Reference Strike Price.

40. Automatic Early Redemption: Applicable
Automatic Early Redemption
(i)
Event:
Standard Automatic Early Redemption
Automatic Early Redemption Event 1:
"greater than or equal to"
(ii) Automatic Early Redemption Not applicable
Valuation Time:
(iii) Automatic Early Redemption
Payout:
SPS Automatic Early Redemption Payout
$NA \times (AER \nRefumption \nPercentage + AER \nExit \nRate)$
Where
AER Redemption Percentage means 100%
NA means Calculation Amount

SPS ER Valuation Date means the relevant Settlement Price Date

SPS Valuation Date means SPS ER Valuation Date

Settlement Price Date means the relevant Observation Date

Underlying Reference is as set out in item 44(i) below

Underlying Reference Closing Price Value means, in respect of a SPS Valuation Date, the Closing Level in respect of such day.

Underlying Reference Strike Price means 3,490.53

Underlying Reference Value means, in respect of an Underlying Reference and a SPS Valuation Date, (i) the Underlying Reference Closing Price Value for such Underlying Reference in respect of such SPS Valuation Date (ii) divided by the relevant Underlying Reference Strike Price.

Observation Date means the relevant Automatic Early Redemption Valuation Date

(iv) Automatic Early Redemption Each Automatic Early Redemption Date n (with n=1 to $Date(s)$ : $n=2$ )

n AER 1
Redemption Valuation Date
Automatic Early
Redemption Date
20 February 2018 27 February 2018
20 February 2019 27 February 2019

(v) (A) Automatic Early Redemption Level 100% $1:$

(B) Automatic Early Redemption Not applicable
Level $2$ :
(v i ) Percentage: Automatic Early Redemption Not applicable
(vii) Automatic Early
Percentage Up:
Redemption Not applicable
  • $(viii)$ Automatic Early Redemption Not applicable Percentage Down:
  • $(ix)$ AER Rate: $0\%$
(x) AER Exit Rate: AER Rate
$(x_i)$ Redemption
Automatic
Early
Valuation Date(s)/Period(s):
AER 1 Redemption Valuation Date n (with $n=1$ to $n=2$ )
as set out in table in item (iv) above
(xii) Observation Price Source: Not applicable
(xiii) Underlying Reference Level: Not applicable
(xiv) SPS AER Valuation: Applicable
SPS AER Value 1
With
SPS AER Value 1 being the Underlying Reference
Value
(xv) AER Event 1 Underlyings: Underlying Reference i as set out in item 44(i) below
(xvi) AER Event 2 Underlyings: Not applicable
(xvii) AER Event 1 Basket: Not applicable
(xviii) AER Event 2 Basket: Not applicable
Issuer Call Option: Not applicable
Noteholder Put Option: Not applicable
Aggregation: Not applicable
Index Linked Redemption Amount: Applicable
(i) Index/Basket of Indices: The "Index" or the "Underlying Reference" is the EURO
STOXX 50® Index
The Index is a Composite Index
(ii) Index Currency: EUR
(iii) Screen Page: Bloomberg Code: SX5E Index
(iv) Specified Maximum Days of
Disruption:
three $(3)$ Specified Maximum Days of Disruption will be equal to
(v) Strike Date: As per clause $29(v)$ above
(vi) Averaging: Averaging does not apply to the Notes
(vii) Redemption Valuation Date: 20 February 2020
(viii) Observation Date(s): Not applicable
(ix) Observation Period: Not applicable
(x) Exchange Business Day: Single Index Basis
$(x_i)$ Scheduled Trading Day: Single Index Basis

$\bar{\mathcal{A}}$

$41.$

$42.$ $43.$

44.

$\overline{11}$

(xii) Exchange(s) and Index
Sponsor:
The relevant Exchange is as set out in the
Conditions; and
(b) The relevant Index Sponsor is Stoxx
Limited
(xiii) Related Exchange: All Exchanges
(xiv) Weighting: Not applicable
(xv) Valuation Time: Scheduled Closing Time
(xvi) Index Correction Period: As per Conditions
(xvii) Optional Additional
Disruption Events:
apply: a) The following Optional Additional Disruption Event
Not applicable
Event: Not applicable b) Delayed Redemption on the Occurrence of Additional
Disruption Event and/or Optional Additional Disruption
Event: (xviii) Delayed Redemption of the
Occurrence of Index Adjustment
Not applicable
(xix) Additional provisions
applicable to Custom Indices:
Not applicable
Share Linked Redemption Amount: Not applicable
Amount: Inflation Linked Redemption Not applicable
Amount: Commodity Linked Redemption Not applicable
Fund Linked Redemption Amount: Not applicable
Credit Linked Notes: Not applicable
ETI Linked Redemption Amount: Not applicable
Foreign Exchange (FX) Rate Linked
Redemption Amount:
Not applicable
Underlying Interest Rate Linked
Redemption Amount:
Not applicable
Early Redemption Amount:
Early Redemption Amount(s): Market Value less Costs
Delivery: Provisions applicable to Physical Not applicable

$45.$

$46.$

$47.$

    1. 50.

$51.$

$52.$

53.

54.

$12\,$

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.
Variation
$\circ$ of
(ii)
Settlement
of
Physical Delivery Notes:
Not applicable
56. Form of the 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.
57. Financial Centre(s) or other special
proviisons relating to Payment Days
for the purposes of Condition $4(a)$ :
TARGET2
58. Identification Information of Holders: Not applicable
59. Talons for future Coupons or Receipts
to be attached to definitive Notes (and
dates on which such Talons mature):
Not applicable
60. Details relating to Party Paid Notes: Not applicable
61. Details relating to Notes redeemable
instalments:
amount of each
in
instalment, date on
which each
payment is to be made:
Not applicable
62. Redomination, renominalisation and
reconventioning provisions:
Not applicable
63. Masse (Condition 12 of the Terms and
Conditions of the French Law Notes):
Not applicable
64. Governing law: English law
65. Calculation Agent: As per clause 22(vi) above
66. (i) If syndicated, names of Managers: Not applicable
(ii) Date of Subscription Agreement: Not applicable
(iii) Stablisation Manager (if any): Not applicable
(iv) If non-syndicated, name
οf
relevant Dealer:
BNP Paribas UK Limited
67. Total commission and concession: The pricing includes a structuring fee of 1.50% for Kempen
& Co. The structuring fee will be amortised linearly during
the life of the Notes
68. U.S. Selling Restrictions: Reg. S Compliance Category 2; TEFRA D
69. Non-exempt Offer:: Applicable
$\mathcal{N}=\mathcal{N}_{\mathrm{in}}$ .
الحالين
70. United States Tax Consideration: The Notes are not Specified Securities for the purpose of
Section 871(m) of the U.S. Internal Revenue Code of 1986.
Non-exempt Offer Jurisdictions: An offer of the Notes may be made by the Dealer (the
"Initial Authorised Offeror") and any additional financial
intermediaries who have or obtained the Issuer's consent to
use the Base Prospectus in connection with the Non-exempt
Offer and who are identified on the Issuer's website at
(https://ratesglobalmarkets.
bnpparibas.com/gm/Public/LegalDocs.aspx)
as
an
Authorised Offeror
together
with
any
financial
intermediaries granted General Consent, being persons to
whom the issuer has given consent, (the "Authorised
Offerors") other than pursuant to Article 3(2) of the
Prospectus Directive in The Netherlands (the "Public Offer
Jurisdiction") during the Offer Period.
See further Paragraph 7 of PART B below.
Offer Period: From and including 21 April 2017 to and including 25
April 2017 (or such other date as the Issuer determines as
notified on or around such date).
Financial
Intermediaries granted
specific consent to use the Base
Prospectus in accordance with the
Conditions in it:
Not applicable
$\mathbf{C}$ . $\mathbf{C}$
General Consent: Applicable
------------------------- ------------

Other Authorised Offerer Terms:

Å

$\mathcal{A}^{\text{out}}$

$\hat{\mathcal{A}}$

Not applicable

Responsibility

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

Charles Charles

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

Signed on behalf of the Issuer:

$\hat{\mathcal{A}}$

$\bar{z}$ By My Color

Duly authorised

$\bar{z}$

PART B-OTHER INFORMATION

1. Listing and Admission to trading

$(i)$ Listing and Admission to trading:

Application has been made for the Notes to be admitted to trading on Euronext Amsterdam with effect from the Issue Date

The Existing Notes are already admitted to trading on Euronext Amsterdam.

$(ii)$ Estimate of total expenses related EUR 2,800 to admission to trading:

2. Ratings

The Notes have not been rated.

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

Save as discussed in the "Potential Conflicts of Interest" paragraph in the "Risk Factors" in the Base Prospectus, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.

4. Expenses Reasons for the Offer, Estimated Net Proceeds and Total
$\left(1\right)$ Reasons for the offer: See "Use of Proceeds" wording in Base Prospectus.
(i) Estimated net proceeds: EUR 5,000,000
(iii) Estimated total expenses: See item $1(ii)$ above

Performance of Index/Share/Commodity/Inflation/Foreign Exchange Rate/Fund/Reference 5. Entity/Entities/ETI Interest/Formula, Explanation of Effect on Value of Investment and Associated Risks and Other Information concerning the Underlying

16

Index Page

Website

Screen Page

EURO STOXX 50® Index

www.stoxx.com

Bloomberg SX5E Index

INDEX DISCLAIMER

EuroStoxx50

STOXX Limited, Deutsche Börse Group and their licensors, research partners or data providers

have no relationship to BNP PARIBAS, other than the licensing of the Euro Stoxx 50® and the

related trademarks for use in connection with the Notes.

STOXX Limited, Deutsche Börse Group and their Licensors, research partners or data providers do

not:

• Sponsor, endorse, sell or promote the Notes.

• Recommend that any person invest in the Notes or any other securities.

• Have any responsibility or liability for or make any decisions about the timing, amount or pricing of

Notes.

• Have any responsibility or liability for the administration, management or marketing of the Notes.

• Consider the needs of the Notes or the owners of the Notes in determining, composing or

calculating the EuroStoxx50® or have any obligation to do so.

STOXX Limited, Deutsche Börse Group and their Licensors, research partners or data providers-

give no warranty, and exclude any liability (whether in negligence or otherwise), in connection with

the Notes or their performance.

STOXX Limited does not assume any contractual relationship with the purchasers of the Notes or

any third parties.

Specifically,

STOXX Limited, Deutsche Börse Group and their Licensors, research partners or data providers

do not give any warranty, express or implied, and exclude any liability about:

• The results to be obtained by the Notes, the owner of the Notes or any other person in

connection with the use of the Euro Stoxx 50® and the data included in the Euro Stoxx 50®;

. The accuracy or completeness of the Euro Stoxx 500 and its data;

• The merchantability and the fitness for a particular purpose or use of the Euro Stoxx 50® and its

data;

• The performance of the Notes generally.

STOXX Limited, Deutsche Börse Group and their Licensors, research partners or data providers

give no warranty and exclude any liability, for any errors, omissions or interruptions in the Euro

Stoxx 50® or its data:

Under no circumstances will STOXX Limited, Deutsche Börse Group and their Licensors,

research partners or data providers be liable (whether in negligence or otherwise) for any lost

profits or indirect, punitive, special or consequential damages or losses, arising as a result of such

errors, omissions or interruptions in the Euro Stoxx 50® or its data or generally in relation to the

Notes, even in circustamces where STOXX Limited, Deutsche Börse Group and their Licensors.

research partners or data providers are aware that such loss or damage may occur.

The licensing agreement between BNP PARIBAS and STOXX Limited is solely for their benefit and

not for the benefit of the owners of the Notes or any other third parties.

General disclaimer

$\overline{100}$

$\cdots$

The Issuer shall have no liability for any act or failure to act by an Index Sponsor in connection with the calculation, adjustment or maintenance of an Index. Except as disclosed prior to the Issue Date, neither the Issuer nor their affiliates has any affiliation with or control over the computation, composition or dissemination of an Index. Although the Calculation Agent will obtain information concerning an Index from publicly available sources it believes reliable, it will not independently verify this information. Accordingly, no representation, warranty or undertaking (express or implied) is made and no responsibility is accepted by the Issuer their affiliates or the Calculation Agent as to the accuracy, completeness and timeliness of information concerning an Index.

6. OPERATIONAL INFORMATION

${1}$ 15IN: Temporary ISIN: XS1600446162
Permanent ISIN: XS1185155105
(ii) Common Code: Temporary Common Code: 160044616
Permanent Common Code: 118515510
(iii) Any clearing system(s) other than
Euroclear and Clearstream,
Luxembourg approved by the Issuer
and the Principal Paying Agent and
the relevant identification number(s):
Not applicable

$(iv)$ Delivery:

Delivery against payment

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

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 safe-keeper. Note that this does not necessarily 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.

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

Not applicable

7.
Public Offers
Applicable
(i) Offer Price: 102.25% of the Nominal Amount
(ii) Conditions to which the offer is subject: Offers of the Notes are conditional on their issue
and on any additional conditions set out in the
standard terms of business of the Authorised
Offerors, notified to investors by such relevant
Authorised Offerors.
The Issuer reserves the right to withdraw the offer
and cancel the issuance of the Notes for any
reason, in accordance with the Authorised Offerors
at any time on or prior to the Issue Date. For the
avoidance of doubt, if any application has been
made by a potential investor and the Issuer
exercises such a right, each such potential investor
shall not be entitled to subscribe or otherwise
acquire the Notes.
(iii) Description of the application process: Application to subscribe for the Notes can be made
in The Netherlands at the offices of the relevant
Authorised Offeror. The distribution of the Notes will
be carried out in accordance with Authorised
Offeror's usual procedures notified to investors by
such Authorised Offeror.
Prospective investors will not be required to enter
into any contractual arrangements directly with the
Issuer in relation to the subscription for the Notes
(iv) Details of the minimum and/or
maximum amount of application:
The minimum amount of application per investor is:
EUR 1,000
(v) Description of possibility to reduce
subscriptions and manner for refunding
excess amount paid by applicants:
Not applicable
(vi) Details of the method and time limits for
paying up and delivering the Notes:
The Notes will be issued on the Issue Date against
payment to the Issuer of the net subscription
moneys. Investors will be notified by the relevant
Authorised Offeror of their allocations of Notes and
the settlement arrangements in respect thereof.
(vii) Manner and date in which results of
the offers are to be made public:
The results of the offer of the Notes will be
published as soon as possible via Euroclear and
Clearstream,
Luxembourg
and
on
www.eqdpo.bnpparibas.com.
(viii) Procedure for exercise of any right of

pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised:

(ix) Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made:

Not applicable

The Noteholders will be directly notified of the number of Notes which has been allotted to them as soon as possible after the Issue Date (See also above the manner and date in which results of the offer are to be made public).No dealings in the Notes on a regulated market for the purposes of the Markets in Financial Instruments Directive 2004/39/EC may take place prior to the Issue Date.

(x) Amount of any expenses and taxes specifically charged to the subscriber or purchaser:

There are no expenses or taxes charged to the subscriber or purchaser that the Issuer is aware of.

8. Placing and Underwriting

(i) Name and address of the co-ordinator(s) of the global offer and of single parts of the offer:

(ii) Name and address of any paying agents and depository agents in each country (in addition to the Principal Paying Agent):

(iii) Entities agreeing to underwrite the issue on a firm commitment basis, and entities agreeing to place the issue without a firm commitment or under "best efforts" arrangements:

(iv) When the underwriting agreement has been or will be reached:

Details of the Authorised Offerors are available from the Manager upon request.

Not applicable

No underwriting commitment is undertaken by the Authorised Offerors.

Not applicable

ANNEX -_ SUMMARY OF THE NOTES

$\sim 10$

$\hat{\mathcal{A}}$

$\hat{A}$

ISSUE SPECIFIC SUMMARY OF THE NOTES

Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered in Sections $A - E(A.1 - E.7)$ . This Summary contains all the Elements required to be included in a summary for this type of Notes and Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in the summary because of the type of Notes, Issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element should be included in the summary explaining why it is not applicable.

Section A - Introduction and warnings

Element Title
A.1 Warning that the
summary should
be read as an
introduction and
provision as to
claims
This summary should be read as an introduction to the
Base Prospectus and the applicable Final Terms. In this
summary, unless otherwise specified and except as used
in the first paragraph of Element D.3, "Base Prospectus"
means the Base Prospectus of BNPP dated 9 December
2016 as supplemented from time to time. In the first
paragraph of Element D.3, "Base Prospectus" means the
Base Prospectus of BNPP dated 9 December 2016.
Any decision to invest in any Notes should be based on a
consideration of the Base Prospectus as a whole,
including any documents incorporated by reference and
the applicable Final Terms.
Where a claim relating to information contained in the
$\bullet$
Base Prospectus and the applicable Final Terms is
brought before a court in a Member State of the European
Economic Area, the plaintiff may, under the national
legislation of the Member State where the claim is
brought, be required to bear the costs of translating the
Base Prospectus and the applicable Final Terms before
the legal proceedings are initiated.
No civil liability will attach to the Issuer in any such
Member State solely on the basis of this summary,
including any translation hereof, unless it is misleading,
inaccurate or inconsistent when read together with the
other parts of the Base Prospectus and the applicable
Final Terms or it does not provide, when read together
with the other parts of the Base Prospectus and the
applicable Final Terms, key information (as defined in
Article 2.1(s) of the Prospectus Directive) in order to aid
investors when considering whether to invest in the
Notes.
A.2 Consent as to
use the Base
Prospectus,
period of validity
and other
conditions
attached
Consent: Subject to the conditions set out below, the Issuer consents
to the use of the Base Prospectus in connection with a Non-exempt
Offer of Notes by the Dealers [and each financial intermediary whose
on the Issuer's website
published
https://rates-
is
name
globalmarkets.bnpparibas.com/gm/Public/LegalDocs.aspx)
and
identified as an Authorised Offeror in respect of the relevant Non-
exempt Offer.
Offer period: The Issuer's consent referred to above is given for Non-
exempt Offers of Notes during the period from and including 21 April
2017 to 25 April 2017 (the "Offer Period").
Conditions to consent: The conditions to the Issuer's consent are that
such consent (a) is only valid during the Offer Period; and (b) only
extends to the use of the Base Prospectus to make Non-exempt
Offers of the relevant Tranche of Notes in The Netherlands.
AN INVESTOR INTENDING TO PURCHASE OR PURCHASING
ANY NOTES IN A NON-EXEMPT OFFER FROM AN AUTHORISED
OFFEROR WILL DO SO, AND OFFERS AND SALES OF SUCH
NOTES TO AN INVESTOR BY SUCH AUTHORISED OFFEROR
WILL BE MADE, IN ACCORDANCE WITH THE TERMS AND
CONDITIONS OF THE OFFER IN PLACE BETWEEN SUCH
AUTHORISED OFFEROR AND SUCH INVESTOR INCLUDING
ARRANGEMENTS IN RELATION TO PRICE, ALLOCATIONS,
EXPENSES AND SETTLEMENT. THE RELEVANT INFORMATION
WILL BE PROVIDED BY THE AUTHORISED OFFEROR AT THE
TIME OF SUCH OFFER.

$\hat{\mathcal{A}}$

Section B - Issuer

Element Title constitution
B.1 Legal and
commercial
name of the
Issuer
BNP Paribas ("BNPP" or the "Bank" or the "Issuer").
B.2 Domicile/ legal
form/
legislation/
country of
incorporation
The Issuer was incorporated in France as a société anonyme under
French law and licensed as a bank, having its head office at 16,
boulevard des Italiens - 75009 Paris, France.
B.4b Trend Macroeconomic environment.
information Macroeconomic and market conditions affect the Bank's results. The
nature of the Bank's business makes it particularly sensitive to
macroeconomic and market conditions in Europe, which have been at
times challenging and volatile in recent years.
In 2015, the global economic economic activity remained sluggish.
Activity slowed down in emerging countries, while a modest recovery
continued in developed countries. The global outlook is still impacted
by three major transitions: the dimished economic growth in China, the
fall in prices of energy and other commodities, and an initial tightening
of US monetary policy in a context of resilient internal recovery, while
the central banks of several major developed countries are continuing
to ease their monetary policies. For 2016, the IMF is forecasting the
progressive recovery of global economic activity 1 but with low growth
prospects on the medium term in developed and emerging countries.
In that context, two risks can be identified:
Financial instability due to the vulnerability of emerging countries
While the exposure of the BNP Paribas Group in emerging countries is
limited, the vulnerability of these economies may generate disruptions
in the global financial system that could affect the BNP Paribas Group
and potentially alter its results.
In numerous emerging economies, an increase in foreign currency
commitments was observed in 2015, while the levels of indebtedness
(both in foreign and local currencies) are already high. Moreover, the
prospects of a progressive hike in key rates in the United States (first
rate increase decided by the Federal Reserve in December 2015), as
well as heightened financial volatility linked to the concerns regarding
growth in emerging countries, have contributed to the stiffening of
external financial conditions, capital outflows, further currency
depreciations in numerous emerging countries and an increase in risks
for banks. This could lead to the downgrading of sovereign ratings.
Given the possible standardisation of risk premiums, there is a risk of
global market disruptions (rise in risk premiums, erosion of confidence,
decline in growth, postponement or slowdown in the harmonisation of
monetary policies, drop in market liquidity, problem with the valuation
of assets, shrinking of the credit offering, and chaotic de-leveraging)
that would affect all banking institutions.

$\overline{1}$

See: IMF - October 2015 Financial Stability Report, Advanced Countries and January 2016 update

Systemic risks related to economic conditions and market liquidity

The continuation of a situation with exceptionally low interest rates could promote excessive risk-taking by certain financial players: increase in the maturity of loans and assets held, less stringent loan granting policies, increase in leverage financing.

Some players (insurance companies, pension funds, asset managers, etc.) entail an increasingly systemic dimension and in the event of market turbulence (linked for instance to a sudden rise in interest rates and/or a sharp price correction) they may decide to unwind large positions in an environment of relatively weak market liquidity.

Such liquidity pressure could be exacerbated by the recent increase in the volume of assets under management placed with structures investing in illiquid assets.

Laws and regulations applicable to financial institutions.

Recent and future changes in the laws and regulations applicable to financial institutions may have a significant impact on the Bank. Measures that were recently adopted or which are (or whose application measures are) still in draft format, that have or are likely to have an impact on the Bank notably include:

  • the structural reforms comprising the French banking law of 26 July 2013 requiring that banks create subsidiaries for or segregate "speculative" proprietary operations from their traditional retail banking activities, the "Volcker rule" in the US which restricts proprietary transactions, sponsorship and investment in private equity funds and hedge funds by US and foreign banks, and expected potential changes in Europe;
  • regulations governing capital: CRD IV/CRR the international standard for total loss-absorbing capacity ("TLAC") and the Bank's designation as a financial institution that is of systemic importance by the Financial Stability Board;
  • the European Single Supervisory Mechanism and the ordinance of 6 November 2014;
  • the Directive of 16 April 2014 related to deposit guarantee schemes and its delegation and implementing decrees, the Directive of 15 May 2014 establishing a Bank Recovery and Resolution framework, the Single Resolution Mechanism establishing the Single Resolution Council and the Single Resolution Fund:
  • the U Final Rule by the US Federal Reserve imposing tighter prudential rules on the US transactions of large foreign banks, notably the obligation to create a separate intermediary holding company in the US (capitalised and subject to regulation) to house their US subsidiaries;
  • the new rules for the regulation of over-the-counter derivative activities pursuant to Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act, notably margin requirements for uncleared derivative products and the derivatives of securities traded by swap dealers, major swap participants, security-based swap dealers and major securitybased swap participants, and the rules of the US Securities and Exchange Commission which require the registration of banks and major swap participants active on derivatives
transactions; markets and transparency and reporting on derivative
ويطربون the new MiFID and MiFIR, and European regulations
governing the clearing of certain over-the-counter derivative
products by centralised counterparties and the disclosure of
securities financing transactions to centralised bodies.
Cyber risk
after a cyber incident. In recent years, financial institutions have been impacted by a number
of cyber incidents, notably involving large-scale alterations of data
which compromise the quality of financial information. This risk
remains today and the Bank, like other banks, has taken measures to
implement systems to deal with cyber attacks that could destroy or
damage data and critical systems and hamper the smooth running of
its operations. Moreover, the regulatory and supervisory authorities are
taking initiatives to promote the exchange of information on cyber
security and cyber criminality in order to improve the security of
technological infrastructures and establish effective recovery plans
B.5 Description of
the Group
BNPP, Europe's leading provider of banking and financial services,
has four domestic retail banking markets in Europe, namely in
Belgium, France, Italy and Luxembourg. It is present in 74 countries
and has more than 189,000 employees, including close to 147,000 in
Europe. BNPP is the parent company of the BNP Paribas Group
(together the "BNPP Group").
B.9 Profit forecast
or estimate
relates. Not applicable, as there are no profit forecasts or estimates made in
respect of the Bank in the Base Prospectus to which this Summary
B.10 Audit report
qualifications
historical financial information included in the Base Prospectus. Not applicable, there are no qualifications in any audit report on the
B.12 Selected historical key financial information:
Comparative Annual Financial Data - In millions of EUR
31/12/2016 31/12/2015
(audited) (audited)
Revenues 43,411 42,938
Cost of risk (3,262) (3,797)
Net income, Group share 7,702 6,694
31/12/2016 31/12/2015
Common equity Tier 1 Ratio
(Basel 3 fully loaded, CRD 4)
11.5% 10.9%
31/12/2016 31/12/2015
(audited) (audited)
Total consolidated balance sheet 2,076,959 1,994,193
Consolidated loans and
receivables due from customers
712,233 682,497
Consolidated items due to
customers
765,953 700,309

$\frac{1}{2} \frac{1}{\Phi(t)}$

Shareholders' equity (Group
share)
100,665 96,269
िक न्यू १३ (२ - Statements of no significant or material adverse change ちゅうしゅうじょ
published). There has been no significant change in the financial or trading position of the BNPP
audited financial statements have been published). There has been no material adverse
change in the prospects of BNPP or the BNPP Group since 31 December 2016 (being
the end of the last financial period for which audited financial statements have been
Group since 31 December 2016 (being the end of the last financial period for which
B.13 Events
impacting the
Issuer's
solvency
31 December 2016. Not applicable, as at 27 March 2017 and to the best of the Issuer's
knowledge, there have not been any recent events which are to a
material extent relevant to the evaluation of the Issuer's solvency since
B.14 Dependence
upon other
members of the BNPP Group. Subject to the following paragraph, BNPP is not dependent upon other
group entities In April 2004, BNP Paribas SA began outsourcing IT Infrastructure
Management Services to the BNP Paribas Partners for Innovation
(BP 2 I) joint venture set up with IBM France at the end of 2003. BP 2 I
provides IT Infrastructure Management Services for BNP Paribas SA
and several BNP Paribas subsidiaries in France (including BNP
Paribas Personal Finance, BP2S, and BNP Paribas Cardif),
Switzerland, and Italy. In mid-December 2011 BNP Paribas renewed
its agreement with IBM France for a period lasting until end-2017. At
the end of 2012, the parties entered into an agreement to gradually
extend this arrangement to BNP Paribas Fortis as from 2013.
into the Group if necessary. BP 2 I is under the operational control of IBM France. BNP Paribas has
a strong influence over this entity, which is 50/50 owned with IBM
France. The BNP Paribas staff made available to BP 2 I make up half of
that entity's permanent staff, its buildings and processing centres are
the property of the Group, and the governance in place provides BNP
Paribas with the contractual right to monitor the entity and bring it back
ISFS, a fully-owned IBM subsidiary, handles IT Infrastructure
Management for BNP Paribas Luxembourg.
BancWest's data processing operations are outsourced to Fidelity
Information Services. Cofinoga France's data processing is outsourced
to SDDC, a fully-owned IBM subsidiary.
See also Element B.5 above.
B.15 Principal BNP Paribas holds key positions in its two main businesses:
activities Retail Banking and Services, which includes:
Domestic Markets, comprising:
French Retail Banking (FRB),
retail banking, BNL banca commerciale (BNL bc), Italian
Belgian Retail Banking (BRB),
Luxembourg Retail Banking (LRB); Other Domestic Markets activities, including
International Financial Services, comprising:
Europe-Mediterranean,
BancWest; $\tilde{p} = 1$
Personal Finance;
Insurance
Wealth and Asset Management
Corporate and Institutional Banking (CIB), which includes:
$\bullet$
Corporate Banking,
Global Markets,
Securities Services.
B.16 Controlling
Shareholders
None of the existing shareholders controls, either directly or indirectly,
BNPP. As at 30 June 2016, the main shareholders are Société
Fédérale de Participations et d'Investissement ("SFPI") a public-
interest société anonyme (public limited company) acting on behalf of
the Belgian government holding 10.2% of the share capital, BlackRock
Inc. holding 5.0% of the share capital and Grand Duchy of
Luxembourg holding 1.0% of the share capital.
To BNPP's
knowledge, no shareholder other than SFPI and BlackRock Inc. owns
more than 5% of its capital or voting rights.
B.17 Solicited credit
ratings
BNPP's long-term credit ratings are A with a stable outlook (Standard
& Poor's Credit Market Services France SAS), A1 with a stable outlook
(Moody's Investors Service Ltd.), A+ with a stable outlook (Fitch
France S.A.S.) and AA (low) with a stable outlook (DBRS Limited) and
BNPP's short-term credit ratings are A-1 (Standard & Poor's Credit
Market Services France SAS), P-1 (Moody's Investors Service Ltd.),
F1 (Fitch France S.A.S.) and R-1 (middle) (DBRS Limited). The Notes
have not been rated.
A security rating is not a recommendation to buy, sell or hold securities
and may be subject to suspension, reduction or withdrawal at any
time.

Section C - Notes

l,

Element Title
C.1 Type and class
of Notes/ISIN
The Notes are issued in Series. The Series Number of the Notes is
17160. The Tranche number is 2.
The temporary ISIN is XS1600446162.
The permanent ISIN is XS1185155105
The temporary Common Code is 160044616.
The permanent Common Code is XS118515510
The Notes will be consolidated and form a single series with Tranche 1
EUR 20,000,000 issued on 27 February 2015 under permanent ISIN
and pemanent Common Code on the exchange of the Temporary
Bearer Global Note for interests in the Permanent Bearer Global Note,
which is expected to occur on or about 31 May 2017.
The Notes are cash settled Notes.
C.2 Currency The currency of this Series of Notes is euro (EUR).
C.5 Restrictions on
free
transferability
The Notes will be freely transferable, subject to the offering and selling
restrictions in Subscription and Sale and under the Prospectus
Directive and the laws of any jurisdiction in which the relevant Notes
are offered or sold.
C.8 Rights attaching
to the Notes
Notes issued under the Programme will have terms and conditions
relating to, among other matters:
Status and Subordination (Ranking)
The Notes are Senior Notes.
Senior Notes and (if applicable) the relative Coupons constitute direct,
unconditional, unsecured and unsubordinated obligations of the Issuer
and rank and will rank pari passu among themselves and at least pari
with
passu
all
other direct,
unconditional,
unsecured
and
unsubordinated indebtedness of the Issuer (save for statutorily
preferred exceptions).
Negative pledge
The terms of the Notes will not contain a negative pledge provision.
Events of Default
The terms of the Senior Notes will contain events of default including
non-payment, non-performance or non-observance of the Issuer's
obligations in respect of the Notes and the insolvency or winding up of
the Issuer.
Meetings
The terms of the Notes will contain provisions for calling meetings of
holders of such Notes to consider matters affecting their interests
generally.
These provisions permit defined majorities to bind all
holders, including holders who did not attend and vote at the relevant
meeting and holders who voted in a manner contrary to the majority.
Taxation
All payments in respect of Notes will be made without deduction for or
on account of withholding taxes imposed by France or any political
subdivision or any authority thereof or therein having power to tax
unless such deduction or withholding is required by law. In the event
that any such deduction is made, the Issuer will, save in certain limited
circumstances, be required to pay additional amounts to cover the
amounts so deducted.
Payments will be subject in all cases to (i) any fiscal or other laws and
regulations applicable thereto in the place of payment, but without
prejudice to the provisions of Condition 6 of the Terms and Conditions
of the English Law Notes and Condition 6 of the Terms and Conditions
of the French Law Notes, as the case may be, (ii) any withholding or
deduction
required pursuant to an agreement
described
in.

$\left|\left|f_{\Omega}\right|{L^2(\mathbb{R}^N)}\right|{L^2(\mathbb{R}^N)}$

Section 1471(b) of the U.S. Internal Revenue Code of 1986
(the "Code") or otherwise imposed pursuant to Sections 1471 through
1474 of the Code, any regulations or agreements thereunder, any
official interpretations thereof, or (without prejudice to the provisions of
Condition 6 of the Terms and Conditions of the English Law Notes and
Condition 6 of the Terms and Conditions of the French Law Notes, as
the case may be) any law implementing an intergovernmental
approach thereto, and (iii) any withholding or deduction required
pursuant to Section 871(m) of the Code.
Governing law
This Series of Notes is governed by English law.
C.9 Interest/Redemp
tion
Interest
The Notes bear interest from their date of issue at a structured rate
calculated by reference to an index:
the EURO STOXX 50® INDEX (Bloomberg code: SX5E Index)
(the "Index" or "Underlying Reference").
Interest will be paid annually in arrear on 27 February in each year.
The first interest payment will be made on 27 February 2018.
The interest rate is calculated as set out below:
Snowball Digital Coupon
Snowball Digital Coupon Condition means that the Snowball Barrier
Value for the relevant SPS Coupon Valuation Date (i) is equal to or
greater than the Snowball Level.
Rate (i) + Sum Rate(i)
Where
"Rate(i)" is $7\%$
with i (i=1 to 3) meaning each relevant SPS Valuation Date
"SumRate(i)" means the sum of Rate(i) for each SPS Coupon
Valuation Date in the period from (but excluding) the last occurring
Snowball Date (or if none the Issue Date) to (but excluding) the
relevant SPS Coupon Valuation Date
"SPS Coupon Valuation Date (i)" means each Settlement Price Date
"Settlement Price Date" means each Valuation Date
"Valuation Date" means each Interest Valuation Date i
"Interest Valuation Date i" means
(i=1) 20 February 2018
(i=2) 20 February 2019 and
(i=3) the Redemption Valuation Date
"Interest Payment Date i" means
°(i=1) 27 February 2018
Australian State Con-
(i=2) 27 February 2019
(i=3) the Maturity Date
"Snowball Barrier Value" means the Underlying Reference Value
"Snowball Date" means each date on which the relevant Snowball
Digital Coupon Condition is sastified
"Snowball Level" means 80%
"SPS Valuation Date" means each SPS Coupon Valuation Date
Underlying Reference Closing Price Value means, in respect of a
SPS Valuation Date, the Closing Level in respect of such day
Underlying Reference Strike Price means 3,490.53
Underlying Reference Value means, in respect of an Underlying
Reference and a SPS Valuation Date, (i) the Underlying Reference
Closing Price Value for such Underlying Reference in respect of such
SPS Valuation Date (ii) divided by the relevant Underlying Reference
Strike Price.
The above provisions are subject to adjustment as provided in the
conditions of the Notes to take into account events in relation to the
Underlying Reference or the Notes. This may lead to adjustments
being made to the Notes.
Redemption
Unless previously redeemed, each Note will be redeemed on the
Maturity Date as set out in Element C.18.
The Notes may be redeemed early for tax reasons at the Early
Redemption Amount calculated in accordance with the Conditions.
Representative of Noteholders
No representative of the Noteholders has been appointed by the
Issuer.
C.10 Please also refer to item C.8 above for rights attaching to the Notes.
Derivative
component in
Payments of interest in respect of the Notes will be determined by
reference to the performance of the Underlying Reference(s).

$\hat{\mathbf{S}}_1$ and $\hat{\mathbf{S}}_2$

$\sim$ . $\sim$

the interest
payment
Please also refer to Elements C.9 above and C.18 below.
C.11 Admission to
Trading
Application has been made by the Issuer (or on its behalf) for the
Notes to be admitted to trading on Euronext Amsterdam.
C.15 How the value
of the
investment in
derivative
securities is
affected by the
value of the
underlying
assets
The amount payable in respect of interest and amount payable on
reference
redemption
calculated by
to the
Underlying
are
Reference(s).
See item C.9 above and C.18 below.
C.16 Maturity The Maturity Date of the Notes is 27 February 2020.
C.17 Settlement This Series of Notes is cash settled.
Procedure The Issuer does not have the option to vary settlement.
C.18 Return on See Element C.8 above for the rights attaching to the Notes.
derivative
securities
See Element C.9 above for information on interest.
Final Redemption
Unless previously redeemed or purchased and cancelled, each Note
will be redeemed by the Issuer on the Maturity Date at the Final
Redemption Amount equal to the Final Payout:
Final Payout
Auto-callable Notes fixed term notes that include an automatic early
redemption feature. The return is linked to the performance of the
Underlying
Reference,
calculation
being
based
various
on
mechanisms (including knock-in features). There is no capital
protection.
Autocall Notes
Autocall Standard Notes
Calculation Amount multiplied by:
A) If FR Barrier Value is greater than or equal to the Final
Redemption Condition Level:
100%; or
B) If FR Barrier Value is less than the Final Redemption
Condition Level and no Knock-in Event has occurred:
100%; or
C) If FR Barrier Value is less than the Final Redemption
Condition Level and a Knock-in Event has occurred:
Min (100%, Final Redemption Value).
Calculation Amount means EUR 1,000
Final Redemption Condition Level means 100%
Final Redemption Value means the Underlying Reference Value
FR Barrier Value means the Underlying Reference Value
With
Index means Underlying Reference
Index Sponsor is Stoxx Limited
Calculation Amount means EUR 1,000
Final Redemption Condition Level means 100%
Final Redemption Value means the Underlying Reference Value
FR Barrier Value means the Underlying Reference Value
With
Index means Underlying Reference
Index Sponsor is Stoxx Limited
Knock-in Event is applicable
Knock-in Event means that the Knock-in Value is less than the Knock-in
Level on the relevant Knock-in Determination Day
Knock-in Determination Day means each Scheduled Trading Day in the
Knock-in Determination Period
Knock-in Determination Period means the period beginning on (but
excluding) the Strike Date and ending on (and including) the Redemption
Valuation Date.
Knock-in Level means 60%
Knock-in Value means the Lowest Underlying Reference Value

. . . . . . . . . . . . . . . . . . . .

Lowest Underlying Reference Value means, in respect of an Underlying
Reference and a SPS Valuation Period, the lowest Underlying Reference
Value for such Underlying Reference for all the SPS Valuation Dates in
such SPS Valuation Period.
Redemption Valuation Date means 20 February 2020
Settlement Price Date means the Valuation Date
SPS FR Barrier Valuation Date means the Settlement Price Date
SPS Knock-in Valuation is applicable
SPS Redemption Valuation Date means the Redemption Valuation
Date
SPS Valuation Date means the SPS Redemption Valuation Date,
the SPS FR Barrier Valuation Date or the relevant Knock-in
Determination Day, as applicable.
SPS Valuation Period means the Knock-in Determination Period
Valuation Date means the Redemption Valuation Date
Strike Date means 20 February 2015
Underlying Reference as set out in C.9 above
Underlying Reference Closing Price Value means, in respect of a SPS
Valuation Date, the Closing Level in respect of such day
Underlying Reference Strike Price means 3,490.53
Underlying Reference Value means, in respect of an Underlying
Reference and a SPS Valuation Date, (i) the Underlying Reference Closing
Price Value for such Underlying Reference in respect of such SPS
Valuation Date (ii) divided by the relevant Underlying Reference Strike
Price.
Calculation Agent means BNP Paribas Arbitrage S.N.C.
Closing Level means, in respect of the Underlying Reference and a
Scheduled Trading Day, the official closing level of such Underlying
Reference on such day as determined by the Calculation Agent.
Scheduled Trading Day means any day on which the relevant Index
Sponsor is scheduled to publish the level of the Index and each exchange
or quotation system where trading has a material effect on the overall
market for futures or options contracts relating to such Index are scheduled
to be open for trading during their respective regular trading session(s).
Automatic Early Redemption

$\frac{1}{2}$

登所立の コ If on any Automatic Early Redemption Valuation Date an Automatic
Early Redemption Event occurs, the Notes will be redeemed early at
the Automatic Early Redemption Amount on the Automatic Early
Redemption Date.
The Automatic Early Redemption Amount in respect of each nominal
amount of Notes equal to the Calculation Amount will be
Automatic Early Redemption Payout
SPS Automatic Early Redemption Payout is
NA x 100%
With
Automatic Early Redemption Event means, if on any Automatic Early
Redemption Valuation Date the SPS AER Value 1 is equal to or greater than
the Automatic Early Redemption Level 1
Automatic Early Redemption Level 1 means 100%
Automatic Early Redemption Date n (with $n=1$ to $n=2$ ) is as set out in table
below
Automatic Early Redemption Valuation Date means AER 1 Redemption
Valuation Date n (with $n=1$ to $n=2$ ) as set out in table below
n
AER 1
Automatic Early
Redemption
Redemption Date
Valuation Date
1.
20 February 2018
27 February 2018
$\mathbf{2}$
20 February 2019
27 February 2019
NA means Calculation Amount
Observation Date means the relevant Automatic Early Redemption
Valuation Date
Settlement Price Date means the relevant Observation Date
SPS AER Value 1 means the Underlying Reference Value
SPS ER Valuation Date means the relevant Settlement Price Date
SPS Valuation Date means SPS ER Valuation Date
C.19 Final reference
price of the
Underlying
The final reference price of the underlying will be determined in
accordance with the valuation mechanics set out in Element C.9 and
Element C.18 above.
C.20 Underlying
The Underlying Reference specified in Element C.9 and Element C.18
above. Information on the Underlying Reference can be obtained from
the following website www.stoxx.com.

Section D- Risks

Element Title
D.2 Key risks
regarding the
Issuer
Potential investors should have sufficient knowledge and experience in
capital markets transactions and should be able to correctly assess the
risks associated with Notes. Certain risk factors may affect the Issuer's
ability to fulfil its obligations under the Notes, some of which are
beyond its control. An investment in Notes presents certain risks that
should be taken into account before any investment decision is made.
In particular, the Issuer, together with the BNPP Group is exposed to
the risks associated with its activities, as described below:
As defined in the 2015 Registration Document and Annual Financial
Report, eleven main categories of risk are inherent in BNPP's
activities:
(1)
Credit Risk - Credit risk is the potential that a bank borrower
or counterparty will fail to meet its obligations in accordance
with agreed terms. The probability of default and the expected
recovery on the loan or receivable in the event of default are
key components of the credit quality assessment;
(2)
Counterparty Credit Risk - Counterparty credit risk is the
credit risk embedded in payment or transactions between
counterparties. Those transactions include bilateral contracts
such as over-the-counter (OTC) derivatives contracts which
potentially expose the Bank to the risk of counterparty default,
as well as contracts settled through clearing houses.
The
amount of this risk may vary over time in line with changing
market parameters which then impacts the replacement value
of the relevant transactions or portfolio;
(3)
Securitisation - Securitisation means a transaction or scheme,
whereby the credit risk associated with an exposure or pool of
exposures is tranched, having the following characteristics:
payments made in the transaction or scheme are
dependent upon the performance of the exposure or
pool of exposures;
the
subordination
of tranches
determines
the
distribution of losses during the life of the risk transfer.
Any commitment (including derivatives and liquidity lines)
granted to a securitisation operation must be treated as a
securitisation exposure. Most of these commitments are held
in the prudential banking book;
(4)
Market Risk - Market risk is the risk of incurring a loss of value
due to adverse trends in market prices or parameters, whether
directly observable or not.
Observable market parameters include, but are not limited to,
exchange rates, prices of securities and commodities
(whether listed or obtained by reference to a similar asset),
prices of derivatives, and other parameters that can be
directly inferred from them, such as interest rates, credit
spreads, volatilities and implied correlations or other similar
parameters.
Non-observable factors are those based on working
assumptions such as parameters contained in models or
based on statistical or economic analyses, non-ascertainable
in the market.
In fixed income trading books, credit instruments are valued
on the basis of bond yields and credit spreads, which
represent market parameters in the same way as interest
rates or foreign exchange rates. The credit risk arising on the
issuer of the debt instrument is therefore a component of
market risk known as issuer risk.
Liquidity is an important component of market risk. In times
of limited or no liquidity, instruments or goods may not be
tradable or may not be tradable at their estimated value. This
may arise, for example, due to low transaction volumes, legal
restrictions or a strong imbalance between demand and
supply for certain assets.
The market risk related to banking activities encompasses the
risk of loss on equity holdings on the one hand, and the
interest rate and foreign exchange risks stemming from
banking intermediation activities on the other hand;
(5) Operational Risk - Operational risk is the risk of incurring a
loss due to inadequate or failed internal processes, or due to
external events, whether deliberate, accidental or natural
occurrences. Management of operational risk is based on an
analysis of the "cause – event – effect" chain.
Internal processes giving rise to operational risk may involve
employees and/or IT systems. External events include, but
are not limited to floods, fire, earthquakes and terrorist
Credit or market events such as default or
attacks.
fluctuations in value do not fall within the scope of operational
risk.
Operational risk encompasses fraud, human resources risks,
legal risks, non-compliance risks, tax risks, information
system risks, conduct risks (risks related to the provision of
inappropriate financial services), risk related to failures in
operating processes, including loan procedures or model
risks, as well as any potential financial implications resulting
from the management of reputation risks;
(6) Compliance and Reputation Risk - Compliance risk as defined
in French regulations as the risk of legal, administrative or
disciplinary sanctions, of significant financial loss or
reputational damage that a bank may suffer as a result of
failure to comply with national or European laws and
regulations, codes of conduct and standards of good practice
applicable to banking and financial activities, or instructions
given by an executive body, particularly in application of
guidelines issued by a supervisory body.
By definition, this risk is a sub-category of operational risk.
However, as certain implications of compliance risk involve
more than a purely financial loss and may actually damage
the institution's reputation, the Bank treats compliance risk
separately.
Reputation risk is the risk of damaging the trust placed in a
corporation by its customers, counterparties, suppliers,
employees, shareholders, supervisors and any other
stakeholder whose trust is an essential condition for the
corporation to carry out its day-to-day operations.
Reputation risk is primarily contingent on all the other risks
borne by the Bank
(7)
Concentration Risk - Concentration risk and its corollary,
diversification effects, are embedded within each risk,
especially for credit, market and operational risks using the
correlation
parameters taken
into
account
by
the
corresponding risk models.
It is assessed at consolidated Group level and at financial
conglomerate level;
(8)
Banking Book Interest Rate Risk - Banking book interest rate
risk is the risk of incurring losses as a result of mismatches in
interest rates, maturities and nature between assets and
liabilities. For banking activities, this risk arises in non-trading
portfolios and primarily relates to global interest rate risk;
(9)
Strategic and Business Risks - Strategic risk is the risk that
the Bank's share price may fall because of its strategic
decisions.
Business risk is the risk of incurring an operating loss due to a
change in the economic environment leading to a decline in
revenue coupled with insufficient cost-elasticity.
These two types of risk are, monitored by the Board of
directors;
(10)
Liquidity Risk - In accordance with regulations, the liquidity
risk is defined as the risk that a bank will be unable to honour
its commitments or unwind or settle a position due to the
situation on the market or idiosyncratic factors, within a given
time frame and at a reasonable price or cost; and
(11)
Insurance Subscription Risk - Insurance subscription risk
corresponds to the risk of a financial loss caused by an
adverse trend in insurance claims. Depending on the type of
insurance business (life, personal risk or annuities), this risk
may be statistical, macroeconomic or behavioural, or may be
related to public health issues or natural disasters. It is not the
main risk factor arising in the life insurance business, where
financial risks are predominant.
(a)
Difficult market and economic conditions have had and may
continue to have a material adverse effect on the operating
environment for financial institutions and hence on BNPP's
financial condition, results of operations and cost of risk.
(b)
The United Kingdom's referendum to leave the European
Union may lead to significant uncertainty, volatility and
disruption in European and broader financial and economic
markets and hence may adversely affect BNPP's operating
environment.
(c) Due to the geographic scope of its activities, BNPP may be
vulnerable
country or
regional-specific
political,
to
macroeconomic and financial environments or circumstances.
(d) BNPP's access to and cost of funding could be adversely
affected by a resurgence of financial crises, worsening
economic conditions, rating downgrades, increases in credit
spreads or other factors.
(e) Significant interest rate changes could adversely affect
BNPP's revenues or profitability.
(f) The prolonged low interest rate environment carries inherent
systemic risks, and an exit from such environment also carries
risks.
(g) The soundness and conduct of other financial institutions and
market participants could adversely affect BNPP.
(h) BNPP may incur significant losses on its trading and
investment activities due to market fluctuations and volatility.
(i) BNPP may generate lower revenues from brokerage and other
commission and fee-based businesses during
market
downturns.
(j) Protracted market declines can reduce liquidity in the markets,
making it harder to sell assets and possibly leading to material
losses.
(k) Laws and regulations adopted in recent years, particularly in
response to the global financial crisis may materially impact
BNPP and the financial and economic environment in which it
operates.
(1) BNPP is subject to extensive and evolving regulatory regimes
in the jurisdictions in which it operates.
(m) BNPP may incur substantial fines and other administrative and
criminal penalties for non-compliance with applicable laws and
regulations, and may also incur losses in related (or unrelated)
litigation with private parties.
(n) There are risks related to the implementation of BNPP's
strategic plans.
(0) BNPP may experience difficulties integrating
acquired
companies and may be unable to realize the benefits expected
from its acquisitions.
(p) Intense competition by banking and non-banking operators
could adversely affect BNPP's revenues and profitability.
(q) A substantial increase in new provisions or a shortfall in the
level of previously recorded provisions could adversely affect
BNPP's results of operations and financial condition.
(r) BNPP's risk management policies, procedures and methods
may leave it exposed to unidentified or unanticipated risks,
which could lead to material losses.
(s) BNPP's hedging strategies may not prevent losses.
(t)
Adjustments to the carrying value of BNPP's securities and
derivatives portfolios and BNPP's own debt could have an
impact on its net income and shareholders' equity.
(u)
The expected changes in accounting principles relating to
financial instruments may have an impact on BNPP's balance
sheet and regulatory capital ratios and result in additional
costs.
(v)
BNPP's competitive position could be harmed if its reputation
is damaged.
(w)
An interruption in or a breach of BNPP's information systems
may result in material losses of client or customer information,
damage to BNPP's reputation and lead to financial losses.
(x)
Unforeseen external events may disrupt BNPP's operations
and cause substantial losses and additional costs.
D.3 Key risks
regarding the
Notes
In addition to the risks relating to the Issuer (including the default risk)
that may affect the Issuer's ability to fulfil its obligations under the
Notes, there are certain factors which are material for the purposes of
assessing the market risks associated with Notes issued under the
Programme, including:
Market Risks
the Notes are unsecured obligations;
the trading price of the Notes is affected by a number of factors
including, but not limited to, (in respect of Notes linked to an
Underlying Reference) the price of the relevant Underlying
Reference(s) and volatility and such factors mean that the trading price
of the Notes may be below the Final Redemption Amount or value of
the Entitlement;
exposure to the Underlying Reference in many cases will be achieved
by the Issuer entering into hedging arrangements and, in respect of
Notes linked to an Underlying Reference, potential investors are
exposed to the performance of these hedging arrangements and
events that may affect the hedging arrangements and consequently
the occurrence of any of these events may affect the value of the
Notes;
Noteholder Risks
the Notes may have a minimum trading amount and if, following the
transfer of any Notes, a Noteholder holds fewer Notes than the
specified minimum trading amount, such Noteholder will not be
permitted to transfer their remaining Notes prior to redemption without
first purchasing enough additional Notes in order to hold the minimum
trading amount;
the meetings of Noteholders provisions permit defined majorities to
bind all Noteholders;
in certain circumstances Noteholders may lose the entire value of their
investment;
Issuer Risk
Notes may be redeemed prior to maturity at the option of the Issuer
which may limit their market value;
a reduction in the rating, if any, accorded to outstanding debt securities

سيبرك الحاجر

of the Issuer by a credit rating agency could result in a reduction in the trading value of the Notes:

certain conflicts of interest may arise (see Element E.4 below);

Legal Risks

the occurrence of an additional disruption event or optional additional disruption event may lead to an adjustment to the Notes, or early redemption or may result in the amount payable on scheduled redemption being different from the amount expected to be paid at scheduled redemption and consequently the occurrence of an additional disruption event and/or optional additional disruption event may have an adverse effect on the value or liquidity of the Notes;

the Notes may be redeemed in the case of illegality or impracticability and such redemption may result in an investor not realising a return on an investment in the Notes;

any judicial decision or change to an administrative practice or change to English law or French law, as applicable, after the date of the Base Prospectus could materially adversely impact the value of any Notes affected by it:

Secondary Market Risks

an active secondary market may never be established or may be illiquid and that this may adversely affect the value at which an investor may sell its Notes (investors may suffer a partial or total loss of the amount of their investment):

the trading market for Notes may be volatile and may be adversely impacted by many events;

Risks Relating to Underlying Reference Asset(s)

In addition, there are specific risks in relation to Notes which are linked to an Underlying Reference and an investment in such Notes will entail significant risks not associated with an investment in a conventional debt security. Risk factors in relation to Underlying Reference linked Notes include:

exposure to one or more index, adjustment events and market disruption or failure to open of an exchange which may have an adverse effect on the value and liquidity of the Notes

Risks Relating to Specific Types of Notes

The following risks are associated with SPS Notes

Auto-callable Notes

Investors may be exposed to a partial or total loss of their investment. The return on the Notes depends on the performance of the Underlying Reference(s) and the application of knock-in features. Auto-callable Notes include automatic early redemption mechanisms.

The following risks are associated with FI Notes

Digital Notes

Investors may be exposed to a partial or total loss of their
investment. The return on the Notes is fixed, but will be
subject to the performance of the Underlying Reference(s).
The return is calculated by reference to various mechanisms
(including knock-in features).
D.6 Risk warning In the event of the insolvency of the Issuer or if it is otherwise unable
or unwilling to repay the Notes when repayment falls due, an investor
may lose all or part of his investment in the Notes.
In addition, investors may lose all or part of their investment in the
Notes as a result of the terms and conditions of the Notes.
Section E - Offer
-------------------------- -- --
Element Title
E.2b Reasons for the
offer and use of
proceeds
The net proceeds from the issue of the Notes will become part of the
general funds of the Issuer. Such proceeds may be used to maintain
positions in options or futures contracts or other hedging instruments.
E.3 Terms and
conditions of the
offer
This issue of Notes is being offered in a Non-Exempt Offer in The
Netherlands.
The issue price of the Notes is 102.25 per cent. of their nominal
amount.
E.4 Interest of
natural and legal
persons
involved in the
issue/offer
Any Dealer and its affiliates may also have engaged, and may in the
future engage, in investment banking and/or commercial banking
transactions with, and may perform other services for, the Issuer and
its Affiliates in the ordinary course of business. Other than as
mentioned above, so far as the Issuer is aware, no person involved in
the issue of the Notes has an interest material to the offer, including
conflicting interests.
E.7 Expenses
charged to the
investor by the
Issuer
No expenses are being charged to an investor by the Issuer.