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BNP Paribas Capital/Financing Update 2018

Mar 16, 2018

1158_rns_2018-03-16_223c54d0-08b0-4644-8c4e-9d26338d6c08.pdf

Capital/Financing Update

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FINAL TERMS

Final Terms dated 15 March 2018

BNP PARIBAS

(incorporated in France)

(the Issuer)

Issue of EUR 750,000,000 1.250 per cent. Senior Non Preferred Notes due 19 March 2025 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, and dated 15 February 2018 which received visa n°18-042 from the AMF on 15 February 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: 18682
(ii) Tranche Number: 1
3. Specified Currency: EUR
4. Aggregate Nominal Amount:
(i) Series: EUR 750,000,000
(ii) Tranche: EUR 750,000,000
5. Issue Price of Tranche: 99.535 per cent. of the Aggregate Nominal Amount
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
(Applicable
Notes in
to
definitive form):
EUR 1,000
8. (i) Issue Date and
Interest
Commencement Date:
19 March 2018
(ii) Interest
Commencement
Date (if different from the
Issue Date):
Not applicable.
9. (i) Maturity Date: 19 March 2025
(ii) Business Day Convention
for Maturity Date:
Not applicable
10 1 Form of Notes: Bearer
11. Interest Basis: 1.250 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
19 March 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: 19 March in each year from and including 19 March
2019 to and including the Maturity Date
(iii) Business Day Convention
for Interest Period
End
Dates:
Not applicable
(iv) Interest Payment Dates: 19 March in each year from and including 19 March
2019 to and including the Maturity Date
(V) Business Day Convention
for Interest Payment Dates:
Following
(vi) Party
responsible
for
the
calculating
of
Rate
Interest
Interest
and
(if
Amounts
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: Actual/Actual (ICMA)
(x i ) Determination Dates: 19 March in each year
(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:
1.250 per cent. per annum payable annually in arrear
on each Interest Payment Date
Fixed Coupon Amount:
(ii)
EUR 12.50 per Calculation Amount
(iii)
Broken Amount:
Not applicable
Resettable Notes:
(iv)
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. Linked
Commodity
Interest
Provisions:
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. Interest Rate Linked
Underlying
Interest Provisions:
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):
Not applicable
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
Linked
Redemption
Amount:
Not applicable
48. Linked
Redemption
Commodity
Amount:
Not applicable
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: Yes
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):
Not applicable
60. Identification information of Holders: Not applicable
61. for future
Talons
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
63. Details relating to Notes redeemable
in instalments: amount of each
instalment, date on which each
Not applicable
payment is to be made:
64. Redenomination,
and reconventioning provisions:
renominalisation 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) If syndicated, names
of
Managers (specifying Lead
Manager):
Lead Manager:
BNP Paribas
(EUR 645,000,000)
Joint Lead Manager:
Banca IMI S.p.A.
(EUR 37,500,000)
Senior Co-Lead Managers:
CIBC World Markets plc
KBC Bank NV
(EUR 22,500,000 each)
Co-Lead Managers:
Bank of Montreal, London Branch
DZ.
BANK
AG
Deutsche
Zentral-
Genossenschaftsbank, Frankfurt am Main
Mizuho International plc
(EUR 7,500,000 each)
(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.

RESPONSIBILITY

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

Signed on behalf of the Issuer:

By: ____________________________________

tordi

PART B - OTHER INFORMATION

$11$ Listing and Admission to trading

  • $(i)$ Listing and admission to Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on trading: Euronext Paris with effect from 19 March 2018.
  • $(ii)$ Estimate of total expenses EUR 10,700 including AMF fees related to admission to trading:

$2.$ 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 (High) 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.

  1. Yield

$(vi)$

Indication of yield:

1.320 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: XS1793252419
  • $(ii)$ Common Code: 179325241
  • $(iii)$ Any clearing system(s) other Not applicable than Euroclear and Clearstream. Luxembourg approved by the Issuer and the Principal Paying Agent the relevant and identification number(s):

$(iv)$ Delivery: Delivery against payment

  • $(v)$ Additional Paying Agent(s) Not applicable $(if any):$
  • Intended to be held in a No. Whilst the designation is specified as "no" at the manner which would allow date of these Final Terms, should the Eurosystem Eurosystem eligibility: 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.
  • of Not applicable $(vii)$ Name and address Registration Agent: