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BNP Paribas Capital/Financing Update 2017

Jun 23, 2017

1158_rns_2017-06-23_1f498591-a625-48f2-a9d4-47743a8ce623.pdf

Capital/Financing Update

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Final Terms dated 23 June 2017

BNP PARIBAS

(incorporated in France)

(the Issuer)

Issue of EUR 750,000,000 1.00 per cent. Senior Non Preferred Notes due 27 June 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 Supplements to the Base Prospectus dated 8 February 2017, 27 March 2017 and 5 May 2017, which together constitute a base prospectus for the purposes of the Directive 2003/71/EC (the "Prospectus Directive") (the "Base Prospectus"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive, and must be read in conjunction with the Base Prospectus. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus, these Final Terms and the Supplements to the Base Prospectus (in each case, together with any documents incorporated therein by reference) are available for viewing at, and copies may be obtained from, BNP Paribas Securities Services, Luxembourg Branch (in its capacity as Principal Paying Agent), 60, avenue J.F. Kennedy, L-1855 Luxembourg and on the Issuer's website (www.invest.bnpparibas.com). The Base Prospectus, these Final Terms and the Supplements to the Base Prospectus are also available on the AMF website (www.amf-france.org). A copy of these Final Terms and the Base Prospectus and the Supplements to the Base Prospectus will be sent free of charge by the Issuer to any investor requesting such documents.

1. Issuer: BNP Paribas
2. (i) Series Number: 18264
(ii) Tranche Number: 1
3. Specified Currency: Euro ("EUR")
4. Aggregate Nominal Amount:
(i) Series: EUR 750,000,000
(ii) Tranche: EUR 750,000,000
5. Issue Price of Tranche: 99.450 per cent. of the Aggregate Nominal Amount
6. Minimum Trading Size: Not applicable
7. (i) Specified Denomination: €100,000 and integral multiples of $€1,000$ in excess
thereof up to and including €199,000. No Notes in
definitive form will be issued with a denomination
above €199,000.
(ii) Calculation Amount: EUR 1,000
8. (i) Issue Date and Interest
Commencement Date:
27 June 2017
(ii) Interest Commencement
Date (if different from the
Issue Date):
Not applicable
9. Maturity Date: 27 June 2024
10. Form of Notes: Bearer
11. Interest Basis: 1.00 per cent. per annum Fixed Rate (further
particulars specified below)
12. Coupon Switch: Not applicable
13. Redemption/Payment Basis: Redemption at par
14. Change of Interest Basis or
Redemption/Payment Basis:
Not applicable
15. Put/Call Options: Not applicable
16. Exchange Rate: Not applicable
17. Status of the Notes: Senior Non Preferred Notes
18. Knock-in Event: Not applicable
19. Knock-out Event: Not applicable
20. Method of distribution: Syndicated
21. Hybrid Securities: Not applicable
22. Interest: Applicable
(i) Interest Periods: From and including the Interest Commencement Date
to but excluding the next Interest Period End Date, up
to the Maturity Date.
(ii) Interest Period End Dates: 27 June in each year from and including 27 June 2018
to and including the Maturity Date.
(iii) Business Day Convention
for Interest Period
End
Dates:
Not applicable
(iv) Interest Payment Dates: 27 June in each year from and including 27 June 2018
to and including the Maturity Date.
(v) Business Day Convention
for Interest Payment Dates:
Following
(vi) responsible
Party
for
the
Rate
calculating
οf
Interest
Interest
and
Amounts
(if
not
the
Calculation Agent):
Not applicable
(vii) Margins: Not applicable
(viii) Minimum Interest Rate: Not applicable
(ix) Maximum Interest Rate: Not applicable
(x) Day Count Fraction: Actual/Actual (ICMA)
(xi) Determination Dates: 27 June in each year
(xii) Accrual to Redemption: Applicable
(xiii) Rate of Interest: Fixed Rate
(xiv) Coupon Rate: Not applicable
23. Fixed Rate Provisions: Applicable
(i) Fixed Rate of Interest: 1.00 per cent. per annum payable annually in arrear
on each Interest Payment Date
(ii) Fixed Coupon Amounts: EUR 10 per Calculation Amount
(iii) Broken Amounts: 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
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. 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
Centre(s)
(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. Amount: Inflation Linked Redemption Not applicable
47. Amount: Commodity Linked Redemption Not applicable
48. Fund Linked Redemption Amount: Not applicable
49. Credit Linked Notes: Not applicable
50. ETI Linked Redemption Amount: Not applicable
51. Foreign Exchange (FX) Rate Linked
Redemption Amount:
Not applicable
52. Underlying Interest Rate Linked
Redemption Amount:
Not applicable
53. Early Redemption Amount: Calculation Amount x 100 per cent.
54. Provisions applicable to Physical
Delivery:
Not applicable
55. Variation of Settlement:
(i) Issuer's option to vary
settlement:
The Issuer does not have the option to vary settlement
in respect of the Notes.
(ii) Variation of Settlement of
Physical Delivery Notes:
Not applicable
56. CNY Payment Disruption Event: Not applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES
57. Form of Notes: Bearer Notes:
New Global Note: Yes
Temporary Bearer Global Note exchangeable for a
Permanent Bearer Global Note which is exchangeable
for definitive Bearer Notes only upon an Exchange
Event.
58. Financial Centres or other special
provisions relating to Payment Days
for the purposes of Condition 4(a):
Not applicable
59. Identification information of Holders: Not applicable
60. Talons for future Coupons or
Receipts to be attached to definitive
Notes (and dates on which such
Talons mature):
No
61. Details relating to Partly Paid Notes:
amount of each payment comprising
the Issue Price and date on which
each payment is to be made and, if
different from those specified in the
Temporary
Global
Note,
consequences of failure to pay,
including any right of the Issuer to
forfeit the Notes and interest due on
late payment:
Not applicable
62. Details relating to Notes redeemable
in instalments: amount of each
instalment, date on which each
payment is to be made:
Not applicable
63. Redenomination,
renominalisation
and reconventioning provisions:
Not applicable
64. Masse (Condition 12 of the Terms
and Conditions of the French Law
Notes):
Not applicable
65. Governing law: English law. Condition 2(a) is governed by French law.
66. Calculation Agent: Not applicable
DISTRIBUTION
67. (i)
syndicated,
names
If
ot
Lead Manager:
Managers (specifying Lead
Manager):
BNP Paribas UK Limited
(EUR 490,200,000)
Joint Lead Managers:
Zentral-
AG
DZ
BANK
Deutsche
Genossenschaftsbank, Frankfurt am Main
(EUR 114,867,000)
Landesbank Baden-Württemberg
(EUR 41,267,000)
Norddeutsche Landesbank - Girozentrale -
(EUR 68,733,000)
UniCredit Bank AG
(EUR 34,933,000)
(ii) Stabilisation Manager (if
$any)$ :
BNP Paribas UK Limited
(iii) If non-syndicated, name of
relevant Dealer:
Not applicable
U.S. Selling Restrictions:
Non exempt Offer:
Reg. S Compliance Category 2; TEFRA D
Not applicable
United States Tax Considerations Not applicable

RESPONSIBILITY

    1. 70.

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

Signed on behalf of the Issuer:

$\overline{A}$ By:
Duly authorised

PART B - OTHER INFORMATION

$1.$ Listing and Admission to trading

$(i)$ Listing and admission to Application has been made by the Issuer (or on its trading: behalf) for the Notes to be admitted to trading on Euronext Paris with effect from 27 June 2017.

EUR 10.700

Estimate of total expenses related to admission to trading:

$2.$ Ratings

$(ii)$

Ratings:

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

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

As defined by S&P, an A- rating means that the Issuer's capacity to meet its financial commitment under the Notes is still strong. The minus (-) sign shows the relative standing within the rating category.

As defined by Fitch France an A+ rating denotes a very low expectation of credit risk. It indicates a very strong capacity for timely payment of financial commitments. Such capacity is not significantly vulnerable to foreseeable events.

As defined by DBRS Limited, an A rating means that the Issuer's capacity for the payment of financial obligations is considered substantial. Such capacity may be vulnerable to future events, but qualifying negative factors are considered manageable.

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

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.

per cent. per annum

$\overline{4}$ . Fixed Rate Notes only - Yield

Indication of yield: 1.082

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

  • ISIN: XS1637277572 $(i)$
  • Common Code: 163727757 $(ii)$
  • Any clearing systems other Not applicable $(iii)$ than Euroclear and Clearstream, Luxembourg

approved by the Issuer and the Principal Paying Agent and the relevant identification numbers:

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

Delivery against payment

Not applicable

Not applicable

Yes. Note that the designation "yes" simply means that the Notes are intended upon issue to be deposited with one of the ICSDs as common safekeeper and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.

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

8