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BNP Paribas Capital/Financing Update 2018

Apr 17, 2018

1158_rns_2018-04-17_14853d1f-909f-45b1-8588-0f3816bbc7b6.pdf

Capital/Financing Update

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FINAL TERMS

Final Terms dated 16 April 2018

BNP PARIBAS

(incorporated in France) (the Issuer) Issue of SEK 500,000,000 1.225 per cent. Senior Non Preferred Notes due 18 April 2023 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 2 August 2017 which received visa n° 17-415 from the Autorité des marchés financiers ("AMF") on 2 August 2017 and the Supplements to the Base Prospectus dated 6 November 2017 which received visa n°17-574 from the AMF on 6 November 2017, dated 15 February 2018 which received visa n°18-042 from the AMF on 15 February 2018, and dated 28 March 2018 which received visa n°18-097 from the AMF on 28 March 2018 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 (save in respect of the Final Terms) on the Issuer's website (www.invest.bnpparibas.com). The Base Prospectus, these Final Terms and the Supplements to the Base Prospectus will also be available on the AMF website (www.amf-france.org). A copy of these Final Terms, 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: 18726
(ii) Tranche Number: 1
3. Specified Currency: Swedish Krona ("SEK")
4. Aggregate Nominal Amount:
(i) Series: SEK 500,000,000
(ii) Tranche: SEK 500,000,000
5. Issue Price of Tranche: 100 per cent. of the Aggregate Nominal Amount
6. Minimum Trading Size: Not applicable
7. (i) Specified Denomination: SEK
2,000,000
and
integral
multiples
of
SEK
1,000,000 in excess thereof up to and including SEK
3,000,000. No Notes in definitive form will be issued
with a denomination above SEK 3,000,000.
(ii) Calculation
Amount
(Applicable
to
Notes
in
definitive form):
SEK 1,000,000
8. (i) Issue
Date
and
Interest
Commencement Date:
18 April 2018
(ii) Interest
Commencement
Date (if different from the
Issue Date):
Not applicable
9. (i) Maturity Date: 18 April 2023
(ii) Business
Day
Convention
for Maturity Date:
Not applicable
10. Form of Notes: Bearer
11. Interest Basis: 1.225 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
MREL/TLAC Criteria Event: Not applicable
18. Knock-in Event: Not applicable
19. Knock-out Event: Not applicable
20. Method of distribution: Syndicated
21. Hybrid Securities: Not applicable
22. Tax Gross-Up: Condition 6(d) (No Gross-Up) of the Terms and
Conditions of the English Law Notes not applicable

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

23. Interest: Applicable
(i) Interest Periods: From and including the Interest Commencement Date
to but excluding the Interest Payment Date falling on
18 April 2019. Thereafter from and including each
Interest Payment Date to but excluding the following
Interest Payment Date, up to the Maturity Date.
(ii)
Interest Period End Dates:
(iii)
Business
Day
Convention
for
Interest
Period
End
Dates:
18 April in each year from and including 18 April 2019
to and including the Maturity Date
Not applicable
(iv) Interest Payment Dates: 18 April in each year from and including 18 April 2019
to and including the Maturity Date
(v) Business
Day
Convention
for Interest Payment Dates:
Following
(vi) Party
responsible
for
calculating
the
Rate
of
Interest
and
Interest
Amounts
(if
not
the
Calculation Agent):
Not applicable
(vii) Margin: Not applicable
(viii) Minimum Interest Rate: Not applicable
(ix) Maximum Interest Rate: Not applicable
(x) Day Count Fraction: 30/360
(xi) Determination Dates: Not applicable
(xii) Accrual to Redemption: Applicable
(xiii) Rate of Interest: Fixed Rate
(xiv)
Coupon Rate:
Not applicable
24. Fixed Rate Provisions: Applicable
(i)
Fixed Rate of Interest:
1.225 per cent. per annum payable annually in arrear
on each Interest Payment Date
(ii) Fixed Coupon Amount: SEK 12,250.00 per Calculation Amount
(iii) Broken Amount: Not applicable
(iv) Resettable Notes: Not applicable
25. Floating Rate Provisions: Not applicable
26. Screen Rate Determination: Not applicable
27. ISDA Determination: Not applicable
28. FBF Determination: Not applicable
29. Zero Coupon Provisions: Not applicable
30. Index Linked Interest Provisions: Not applicable
31. Share Linked Interest Provisions: Not applicable
32. Inflation Linked Interest Provisions: Not applicable
33. Commodity
Provisions:
Linked Interest Not applicable
34. Fund Linked Interest Provisions: Not applicable
35. ETI Linked Interest Provisions: Not applicable
36. Foreign Exchange (FX) Rate Linked
Interest Provisions:
Not applicable
37. Underlying Interest
Interest Provisions:
Rate
Linked
Not applicable
38. 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):
TARGET2/Stockholm
PROVISIONS RELATING TO REDEMPTION
39. Final Redemption: Calculation Amount x 100 per cent.
40. Final Payout: Not applicable
41. Automatic Early Redemption: Not applicable
42. Issuer Call Option: Not applicable
43. Noteholder Put Option: Not applicable
44. Aggregation: Not applicable
45. Index Linked Redemption Amount: Not applicable
46. Share Linked Redemption Amount: Not applicable
47. Inflation
Amount:
Linked Redemption Not applicable

48. Commodity Linked Redemption Not applicable

Amount:

49. Fund Linked Redemption Amount: Not applicable
50. Credit Linked Notes: Not applicable
51. ETI Linked Redemption Amount: Not applicable
52. Foreign Exchange (FX) Rate Linked
Redemption Amount:
Not applicable
53. Underlying
Interest
Rate
Linked
Redemption Amount:
Not applicable
54. Early Redemption Amount: Calculation Amount Percentage: Calculation Amount x
100 per cent.
55. Provisions applicable to Physical
Delivery:
Not applicable
56. 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
57. CNY Payment Disruption Event: Not applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES
58. 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.
59. Financial Centre(s) or other special
provisions relating to Payment Days
for the purposes of Condition 4(a):
TARGET2/Stockholm
60. Identification information of Holders: Not applicable
61. Talons
for
future
Coupons
or
Receipts to be attached to definitive
Notes (and dates on which such
Talons mature):
No
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 Bearer Global Note or
Permanent
Bearer
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
instalment, date on which each
payment is to be made:
64. Redenomination,
renominalisation
and reconventioning provisions:
Not applicable
65. Notes): Masse (Condition 12 of the Terms
and Conditions of the French Law
Not applicable
66. Governing law: English law. Condition 2(a) is governed by French law.
67. Calculation Agent: Not applicable
DISTRIBUTION
68. (i) syndicated,
Ιf
names
of
Managers (specifying Lead
Manager):
BNP Paribas
(SEK 5,000,000)
(the Lead Manager)
Danske Bank A/S
Skandinaviska Enskilda Banken AB (publ)
(SEK 247,500,000 each)
(together with the Lead Manager, the Joint Lead
Managers)
(ii) Stabilisation
Manager
(if
any):
BNP Paribas
(iii) If non-syndicated, name of
relevant Dealer:
Not applicable
69. U.S. Selling Restrictions: Reg. S Compliance Category 2; TEFRA D
70. Non exempt Offer: Not applicable
71. United States Tax Considerations: The Notes are not Specified Securities for the purpose
of Section 871(m) of the U.S. Internal Revenue Code
of 1986.

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

behalf) for the Notes to be admitted to trading on Euronext Paris with effect from 18 April 2018.

EUR 6,262 including AMF fees

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") and A (High) by DBRS Ratings Limited ("DBRS Limited").

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 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.

Not applicable

4. Yield

Indication of yield: 1.225 per cent. per annum

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

  • (i) ISIN: XS1809162701
  • (ii) Common Code: 180916270
  • (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:

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 Registration Agent: Not applicable