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BNP Paribas Capital/Financing Update 2017

Mar 9, 2017

1158_rns_2017-03-09_63ec1d78-f107-40b7-9b10-e88bd1aac026.pdf

Capital/Financing Update

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Final Terms dated 7 March 2017

BNP PARIBAS

(incorporated in France)

(the Issuer)

Issue of SGD 250,000,000 3.650 per cent. Senior Non Preferred Notes due 9 September 2024 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 first supplement to the Base Prospectus dated 8 February 2017 which received visa n°17-055 from the AMF on 8 February 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 and these Final Terms (in each case, together with any documents incorporated therein by reference) are available for viewing at, and copies may be obtained from, BNP Paribas Securities Services. Luxembourg Branch (in its capacity as Principal Paying Agent), 60, avenue J.F. Kennedy, L-1855 Luxembourg and (save in respect of the Final Terms) on the Issuer's website (www.invest.bnpparibas.com). The Base Prospectus and these Final Terms will also be available on the AMF website (www.amf-france.org). A copy of these Final Terms and 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: 18108
(ii) Tranche Number: 1
3. Specified Currency: Singapore Dollars ("SGD")
4. Aggregate Nominal Amount:
(i) Series: SGD 250,000,000
(ii) Tranche: SGD 250,000,000
5. Issue Price of Tranche: 100 per cent. of the Aggregate Nominal Amount
6. Minimum Trading Size: Not applicable
7. (i) Specified Denomination: SGD 250,000
(ii) Calculation Amount: SGD 250,000
8. (i) Issue Date and Interest
Commencement Date:
9 March 2017
(ii) Interest Commencement
Date (if different from the
Issue Date):
Not applicable
9. Maturity Date: 9 September 2024
10. Form of Notes: Bearer
11. Interest Basis: 3.650 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: As per the Conditions
(ii) Interest Period End Dates: 9 March and 9 September in each year from and
including 9 September 2017 to and including the
Maturity Date.
(iii) Business Day Convention
for Interest Period End
Dates:
Modified Following
(iv) Interest Payment Dates: 9 March and 9 September in each year from and
including 9 September 2017 to and including the
Maturity Date.
(v) Business Day Convention
for Interest Payment Dates:
Modified Following
(vi) Party
responsible
for
calculating
the
Rates
of
Interest
Interest
and
(if
Amounts
the
not
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/365 (Fixed)
(xi) Determination Dates: Not applicable
(xii) Accrual to Redemption: Applicable
(xiii) Rate of Interest: Fixed Rate
(xiv) Coupon Rate: Not applicable
23. (i) Fixed Rate Provisions:
Fixed Rate of Interest:
Applicable
3.650 per cent. per annum payable semi-annually in
arrear on each Interest Payment Date
(ii) Fixed Coupon Amount: Not applicable
(iii) Broken Amount: Not applicable
(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
29. Index Linked Interest Provisions: Not applicable
30. Share Linked Interest Provisions: Not applicable
31. Inflation Linked Interest Provisions: Not applicable
32. Provisions: Commodity Linked Interest 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):
New York, London and Singapore
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
Redemption Amount:
Not applicable
53. Early Redemption Amount: Calculation Amount x 100 per cent.
54. Provisions applicable to Physical
Delivery:
Not applicable
55. Variation of Settlement:
(i) Issuer's option to vary
settlement:
The Issuer does not have the option to

vary settlement in respect of the Notes.

(ii) Variation of Settlement of
Physical Delivery Notes:
Not applicable
56. CNY Payment Disruption Event: Not applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES
57. Form of Notes: Bearer Notes:
New Global Note: No
Temporary Bearer Global Note exchangeable for a
Permanent Bearer Global Note which is exchangeable
for definitive Bearer Notes only upon an Exchange
Event.
58. Financial Centres or other special
provisions relating to Payment Days
for the purposes of Condition 4(a):
Singapore, London, New York and TARGET 2 System
59. Identification information of Holders: Not applicable
60. Talons for future Coupons or
Receipts to be attached to definitive
Notes (and dates on which such
Talons mature):
No
61. Temporary
late payment:
Details relating to Partly Paid Notes:
amount of each payment comprising
the Issue Price and date on which
each payment is to be made and, if
different from those specified in the
Global
Note.
consequences of failure to pay,
including any right of the Issuer to
forfeit the Notes and interest due on
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, except that Condition 2(a) is governed by
French law.
66. Calculation Agent: Not applicable
DISTRIBUTION
67. (i) syndicated,
If
names
of
Managers and underwriting
commitments/quotas
(material
features)
(specifying Lead Manager):
Joint Lead Managers and Bookrunners:
BNP Paribas UK Limited
Oversea-Chinese Banking Corporation Limited
Standard Chartered Bank
United Overseas Bank Limited
(SGD 60,000,000 each)

Co-Lead Manager:

Australia and New Zealand Banking Group Limited (SGD 10,000,000)

(i) 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:
United States Tax Considerations
Not applicable
70. Not applicable

RESPONSIBILITY

The Issuer accepts responsibility for the information contained in these Final Terms. Signed on behalf of the Issuer:

By: Filopoli

Duly authorised

PART B - OTHER INFORMATION

$\mathbf{1}$ Listing and Admission to trading

  • $(i)$ Listing and admission to trading:
  • $(ii)$ Estimate of total expenses related to admission to trading:

Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on Euronext Paris with effect from 9 March 2017.

EUR 10,300

$2.$ Ratings

Ratings:

The Notes to be issued are expected to be rated 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").

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.

Each of S&P and Fitch France 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: 3.650 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:

$(iv)$

  • ISIN: $(i)$ XS1575637266
  • $(iii)$ Common Code:

157563726

$(iii)$ 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

Delivery against payment

Additional Paying Agents (if $(v)$

$\overline{\mathcal{L}}$

any):

Not applicable

$(vi)$ Intended to be held in a manner which would allow No. Whilst the designation is specified as "no" at the Eurosystem eligibility: 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 Registration Agent: Not applicable

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