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BNP Paribas Capital/Financing Update 2017

Dec 6, 2017

1158_rns_2017-12-06_cabb06bb-4d68-484a-816a-ed435c413c15.pdf

Capital/Financing Update

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Final Terms dated 6 December 2017

BNP PARIBAS

(incorporated in France)

(the Issuer)

Issue of EUR 100,000,000 Senior Non Preferred Floating Rate Notes due 7 June 2024

Tranche 2 of Series 18220

(the Notes)

To be consolidated and form a single Series with

EUR 750,000,000 Senior Non Preferred Floating Rate Notes due 7 June 2024

Issued on 7 June 2017

Tranche 1 of Series 18220

(the Existing Notes)

under the €90,000,000,000

Euro Medium Term Note Programme

(the Programme)

Any person making or intending to make an offer of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or to supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer.

Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances.

PART A – CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the "Conditions") set forth under the section entitled "Terms and Conditions of the English Law Notes" in the Base Prospectus dated 9 December 2016 which received visa n° 16-575 from the Autorité des marchés financiers ("AMF") on 9 December 2016, the Supplement to it dated 8 February 2017 which received visa n°17-055 from the AMF on 8 February 2017, the Supplement to it dated 27 March 2017 which received visa n°17-109 from the AMF on 27 March 2017 and the Supplement to it dated 5 May 2017 which received visa n°17-185 from the AMF on 5 May 2017 which are incorporated by reference in the Base Prospectus dated 2 August 2017. 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 2 August 2017 which received visa n° 17-415 from the AMF on 2 August 2017 and the Supplement to it dated 6 November 2017 which received visa n°17- 574 from the AMF on 6 November 2017 (copied of which are available as described below) which together constitutes a base prospectus for the purposes of the Prospectus Directive (the "Base Prospectus"), including the Conditions incorporated by reference in the Base Prospectus. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus, these Final Terms and the Supplement 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 (save in respect of the Final Terms) on the Issuer's website (www.invest.bnpparibas.com). The Base Prospectus, these Final Terms and the Supplement 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 Supplement 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: 18220
(ii) Tranche Number: 2
The Notes will on or about the date which is 40 days
following the Issue Date (estimated to be 17 January
2018) be consolidated and form a single Series with
the Existing Notes
3. Specified Currency: Euro ("EUR")
4. Aggregate Nominal Amount:
(i) Series: EUR 850,000,000
(ii) Tranche: EUR 100,000,000
5. Issue Price of Tranche: 102.168 per cent. of the Aggregate Nominal Amount
plus accrued interest from and including the Interest
Commencement Date to but excluding the Issue Date
amounting to EUR 1,177.78
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) Issue Date: 8 December 2017
(ii) Interest Commencement 7 December 2017
Date (if different from the
Issue Date):
9. Maturity Date: Interest Payment Date falling in June 2024
10. Form of Notes: Bearer
11. Interest Basis: 3 month EURIBOR +0.75 per cent. per annum
Floating 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: Non-syndicated
21. Hybrid Securities: Not applicable
22. Interest: Applicable
(i) Interest Periods: From and including the Interest Commencement Date
to but excluding the next Interest Period End Date, up
to the Maturity Date.
(ii) Interest Period End Dates: 7 March, 7 June, 7 September and 7 December in
each year from and including 7 March 2018 up to and
including the Maturity Date.
(iii) Business
Day
Convention
for
Interest
Period
End
Dates:
Modified Following
(iv) Interest Payment Dates: 7 March, 7 June, 7 September and 7 December in
each year from and including 7 March 2018 up 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
and
Interest
Amounts
(if
not
the
Calculation Agent):
Not applicable
(vii) Margin: +0.75 per cent. per annum
(viii) Minimum Interest Rate: Not applicable
(ix) Maximum Interest Rate: Not applicable
(x) Day Count Fraction: Actual/360
(xi) Determination Dates: Not applicable
(xii) Accrual to Redemption: Applicable
(xiii) Rate of Interest: Floating Rate
(xiv) Coupon Rate: Not applicable
23. Fixed Rate Provisions: Not applicable
24. Floating Rate Provisions: Applicable
(i) is to be determined: Manner in which the Rate of
Interest and Interest Amount
Screen Rate Determination
(ii) Linear Interpolation: Not applicable
25. Screen Rate Determination: Applicable
Reference Rate: 3 month EURIBOR
Interest
Dates:
Determination Second TARGET2 day prior to the start of each
Interest Period
Specified Time: 11:00 am, Brussels time
Relevant Screen Page: EURIBOR01
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
Redemption Amount:
Not applicable
53. Early Redemption Amount: Calculation Amount x 100 per cent.
54. Provisions applicable to Physical
Delivery:
Not applicable
55. Variation of Settlement:
(i)
Issuer's option to vary
settlement:
The Issuer does not have the option to vary settlement
in respect of the Notes.
(ii)
Variation of Settlement of
Physical Delivery Notes:
Not applicable
56. CNY Payment Disruption Event: Not applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES
57. Form of Notes: Bearer Notes:
New Global Note: Yes
Temporary Bearer Global Note exchangeable for a
Permanent Bearer Global Note which is exchangeable
for definitive Bearer Notes only upon an Exchange
Event.
58. Financial Centres or other special
provisions relating to Payment Days
for the purposes of Condition 4(a):
Not applicable
59. Identification information of Holders: Not applicable
60. Talons
for
future
Coupons
or
Receipts to be attached to definitive
Notes (and dates on which such
Talons mature):
No
61.
62.
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:
Details relating to Notes redeemable
Not applicable
Not applicable
in instalments: amount of
each
instalment, date on which
each
payment is to be made:
63. Redenomination,
renominalisation
and reconventioning provisions:
Not applicable
64. Notes): Masse (Condition 12 of the Terms
and Conditions of the French Law
Not applicable
65. Governing law: English law. Condition 2(a) is governed by French law.
66. Calculation Agent: Not applicable
DISTRIBUTION
67. (i)
lf
syndicated,
names of
Managers and underwriting
commitments/quotas
(material
features)
(specifying Lead Manager):
Not applicable
(ii) Stabilisation Manager (if
$any)$ :
BNP Paribas
(iii) If non-syndicated, name of
relevant Dealer:
BNP Paribas
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

PART B – OTHER INFORMATION

1. Listing and Admission to trading

(i) Listing and admission to trading: Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on Euronext Paris with effect from 8 December 2017.

The Existing Notes are admitted to trading on Euronext Paris.

(ii) Estimate of total expenses related to admission to trading:

EUR 10,100

2. Ratings

Ratings: The Notes to be issued are expected to be rated Baa1 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 medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category.

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. OPERATIONAL INFORMATION

(i) ISIN: Temporary ISIN: XS1733277732
Permanent ISIN: XS1626933102
(ii) Common Code: Temporary Common Code: 173327773
Permanent Common Code: 162693310
(iii) Any clearing systems other
than
Euroclear
and
Clearstream,
Luxembourg
approved by the Issuer and
the Principal Paying Agent
and
the
relevant
identification numbers:
Not applicable
(iv) Delivery: Delivery against payment
(v) Additional Paying Agents (if
any):
Not applicable
(vi) Intended to be held in a
manner which would allow
Eurosystem eligibility:
Yes.
Note that the designation "yes" simply means
that the Notes are intended upon issue to be
deposited with one of the ICSDs as common safe
keeper and does not necessarily mean that the Notes
will be recognised as eligible collateral for Eurosystem
monetary policy and intra day credit operations by the
Eurosystem either upon issue or at any or all times
during their life.
Such recognition will depend upon
the ECB being satisfied that Eurosystem eligibility
criteria have been met.
(vii) Name and address of
Registration Agent:
Not applicable