Obligation BNP Paribas SA 1.125% ( XS1345331299 ) en EUR

BNP Paribas SA

100 % ▲

France

XS1345331299 ( en EUR )

1.125% par an ( paiement annuel )

14/01/2023 - Obligation échue

Prospectus brochure de l'obligation BNP Paribas XS1345331299 en EUR 1.125%, échue

1 000 EUR

1 250 000 000 EUR

BNP Paribas est une banque internationale française, l'une des plus grandes d'Europe, offrant une large gamme de services financiers aux particuliers, entreprises et institutions.

L'Obligation émise par BNP Paribas SA ( France ) , en EUR, avec le code ISIN XS1345331299, paye un coupon de 1.125% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 14/01/2023

EXECUTION VERSION
Final Terms dated 13 January 2016
BNP PARIBAS
(incorporated in France)
(the Issuer)
Issue of EUR 1,250,000,000 1.125 per cent. Fixed Rate Notes due 15 January 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.
1

PART A CONTRACTUAL TERMS
Terms used herein shal 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 June 2015 which received visa n° 15-263 from the Autorité des marchés
financiers ("AMF") on 9 June 2015 (the "Base Prospectus") and the Supplements to the Base
Prospectus dated 6 August 2015, 10 November 2015 and 29 December 2015 which together
constitute a base prospectus for the purposes of the Directive 2003/71/EC (the "Prospectus
Directive"). 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. Ful 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), 33,
rue de Gasperich, Howald - Hesperange, L-2085 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 and the Base Prospectus and the Supplements to
the Base Prospectus wil be sent free of charge by the Issuer to any investor requesting such
documents. A summary of the Notes (which comprises the Summary in the Base Prospectus as
amended to reflect the provisions of these Final Terms) is annexed to these Final Terms.

1.
Issuer:
BNP Paribas
2.
(i)
Series Number:
17545
(i )
Tranche Number:
1
3.
Specified Currency:
Euro ("EUR")
4.
Aggregate Nominal Amount:

(i)
Series:
EUR 1,250,000,000
(i )
Tranche:
EUR 1,250,000,000
5.
Issue Price of Tranche:
99.586 per cent. of the Aggregate Nominal Amount
6.
Minimum Trading Size:
Not applicable
7.
(i)
Specified Denominations:
EUR 1,000
(i )
Calculation Amount:
EUR 1,000
8.
(i)
Issue Date and Interest
15 January 2016
Commencement Date:
(i )
Interest Commencement
Not applicable
Date (if different from the
Issue Date):
9.
Maturity Date:
15 January 2023
10.
Form of Notes:
Bearer
11.
Interest Basis:
1.125 per cent. Fixed Rate (further particulars
specified below)
12.
Coupon Switch:
Not applicable
13.
Redemption/Payment Basis:
Redemption at par
14.
Change of Interest Basis or
Not applicable
Redemption/Payment Basis:
2

15.
Put/Call Options:
Not applicable
16.
Exchange Rate:
Not applicable
17.
Status of the Notes:
Senior
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 15 January in each year
(commencing on and including the Interest
Commencement Date) to but excluding the next
Interest Period End Date up to the Maturity Date.
(i )
Interest Period End Dates:
15 January in each year
(i i)
Business Day Convention
Not applicable
for Interest Period End
Dates:
(iv)
Interest Payment Dates:
15 January in each year from and including 15
January 2017 to and including the Maturity Date
(v)
Business Day Convention
Following
for Interest Payment Dates:
(vi)
Party
responsible
for Not applicable
calculating the Rate of
Interest and Interest Amount
(if not the Calculation
Agent):
(vi )
Margin:
Not applicable
(vi i)
Minimum Interest Rate:
Not applicable
(ix)
Maximum Interest Rate:
Not applicable
(x)
Day Count Fraction:
Actual/Actual (ICMA)
(xi)
Determination Dates:
15 January in each year
(xi )
Accrual to Redemption:
Applicable
(xi i)
Rate of Interest:
Fixed Rate
(xiv)
Coupon Rate:
Not applicable
23.
Fixed Rate Provisions:
Applicable
(i)
Fixed Rate of Interest:
1.125 per cent. per annum payable annually in arrear
on each Interest Payment Date
(i )
Fixed Coupon Amount:
EUR 11.25 per Calculation Amount
(i i)
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
3

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
Not applicable
Provisions:
33.
Fund Linked Interest Provisions:
Not applicable
34.
ETI Linked Interest Provisions:
Not applicable
35.
Foreign Exchange (FX) Rate Linked
Not applicable
Interest Provisions:
36.
Underlying Interest Rate Linked
Not applicable
Interest Provisions:
37.
Additional
Business
Centres Not applicable
(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):
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
Not applicable
Amount:
47.
Commodity Linked Redemption
Not applicable
Amount:
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
Not applicable
Redemption Amount:
52.
Underlying Interest Rate Linked
Not applicable
Redemption Amount:
53.
Early Redemption Amount:
Calculation Amount x 100 per cent
54.
Provisions applicable to Physical
Not applicable
Delivery:
55.
Variation of Settlement:

(i)
Issuer's option to vary
The Issuer does not have the option to vary settlement
4

settlement:
in respect of the Notes.
(i )
Variation of Settlement of
Not applicable
Physical Delivery Notes:
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 Not applicable
provisions relating to Payment Days
for the purposes of Condition 4(a):
59.
Identification information of Holders:
Not applicable
60.
Talons for future Coupons or No
Receipts to be attached to definitive
Notes (and dates on which such
Talons mature):
61.
Details relating to Partly Paid Notes: Not applicable
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:
62.
Details relating to Notes redeemable Not applicable
in instalments: amount of each
instalment, date on which each
payment is to be made:
63.
Redenomination, renominalisation Not applicable
and reconventioning provisions:
64.
Masse (Condition 12 of the Terms Not applicable
and Conditions of the French Law
Notes):
65.
Governing law:
English law
66.
Calculation Agent:
Not applicable
DISTRIBUTION

67.
(i)
If syndicated, names of
Lead Manager:
Managers and underwriting
BNP Paribas UK Limited
commitments/quotas
(material features)
EUR 987,500,000
(specifying Lead Manager):
Senior Co-Lead Managers
Banca Akros S.p.A. - Gruppo Bipiemme Banca
Popolare di Milano
5

Landesbank Baden-Württemberg
Scotiabank Europe plc
Swedbank AB (publ)
EUR 37,500,000 each
Co-Lead Managers
Bank of Montreal, London Branch
CIBC World Markets plc
DZ
BANK
AG
Deutsche
Zentral-
Genossenschaftsbank, Frankfurt am Main
Lloyds Bank plc
Pohjola Bank plc
The Royal Bank of Scotland plc
EUR 18,750,000 each
(i )
Date of Subscription
13 January 2016
Agreement:
(i i)
Stabilisation Manager (if
BNP Paribas UK Limited
any):
(iv)
If non-syndicated, name of
Not applicable
relevant Dealer:
68.
Total commission and concession:
0.275 per cent. of the Aggregate Nominal Amount
69.
U.S. Sel ing Restrictions:
Reg. S Compliance Category 2; TEFRA D
70.
Non exempt Offer:
Not applicable

RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms.
Signed on behalf of the Issuer:
By: [VERONIQUE FLOXOLI]
Duly authorised
6

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 15 January 2016.
(i )
Estimate of total expenses EUR 10,200
related to admission to
trading:
2.
Ratings

Ratings:
The Notes to be issued are expected to be rated A1
by Moody's Investors Service Ltd. ("Moody's"), A+ by
Standard & Poor's Credit Market Services ("Standard
& Poor's") and A+ by Fitch France S.A.S. ("Fitch
France").

As defined by Standard & Poor's, an A+ rating means
that the Issuer's capacity to meet its financial
commitment under the Notes is very strong.

Obligations rated A1 by Moody's are judged to be of
high quality and are subject to very low credit risk. The
modifier 1 indicates that the obligation ranks in the
higher end of its generic 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 Moody's, Standard & Poor's 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.
Reasons for the Offer, Estimated Net Proceeds and Total Expenses
(i)
Reasons for the offer:
See "Use of Proceeds" wording in Base Prospectus
(i )
Estimated net proceeds:
EUR 1,241,387,500
(i i)
Estimated total expenses:
(a) Total commission and concession: EUR 3,437,500
(b) Admission to Trading: EUR 10,200 (c) Legal Fees:
EUR 10,000
5.
Fixed Rate Notes only  Yield

Indication of yield:
1.187 per cent.

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
6.
Floating Rate Notes only  Historic Interest Rates
Not applicable
7

7.
Performance of Index/ Share/ Commodity/ Inflation/ Foreign Exchange Rate/ Fund/
Reference Entity/ Entities/ ETI Interest/ Underlying Interest Rate and Other Information
concerning the Underlying Reference
Not applicable
8.
OPERATIONAL INFORMATION

(i)
ISIN:
XS1345331299
(i )
Common Code:
134533129
(i i)
Any clearing system other
Not applicable
than Euroclear and
Clearstream, Luxembourg
approved by the Issuer and
the Principal Paying Agent
and the relevant
identification numbers:
(iv)
Delivery:
Delivery against payment
(v)
Additional Paying Agents (if
Not applicable
any):
(vi)
Intended to be held in a
Yes. Note that the designation "yes" simply means
manner which would al ow
that the Notes are intended upon issue to be
Eurosystem eligibility:
deposited with one of the ICSDs as common safe-
keeper and does not necessarily mean that the Notes
wil be recognised as eligible collateral for Eurosystem
monetary policy and intra day credit operations by the
Eurosystem either upon issue or at any or al times
during their life. Such recognition wil depend upon
the ECB being satisfied that Eurosystem eligibility
criteria have been met.
(vi )
Name and address of
Not applicable
Registration Agent:
9.
Public Offers
Not applicable
10.
Placing and Underwriting
Not applicable

8

ANNEX
Summary of the Notes
Summaries are made up of disclosure requirements known as "Elements". These Elements are
numbered in Sections A E (A.1 E.7). This Summary contains all the Elements required to be
included in a summary for this type of Notes and Issuer. Because some Elements are not required to
be addressed, there may be gaps in the numbering sequence of the Elements. Even though an
Element may be required to be inserted in the summary because of the type of Notes, Issuer, it is
possible that no relevant information can be given regarding the Element. In this case a short
description of the Element should be included in the summary explaining why it is not applicable.

Section A - Introduction and warnings
Element
Title

A.1
Warning that the
This summary should be read as an introduction to the
summary should
Base Prospectus and the applicable Final Terms. In this
be read as an
summary, unless otherwise specified and except as used
introduction and
in the first paragraph of Element D.3, "Base Prospectus"
provision as to
means the Base Prospectus of BNPP dated 9 June 2015
claims
as supplemented from time to time. In the first paragraph
of Element D.3, "Base Prospectus" means the Base
Prospectus of BNPP dated 9 June 2015.

Any decision to invest in any Notes should be based on a
consideration of the Base Prospectus as a whole,
including any documents incorporated by reference and
the applicable Final Terms.

Where a claim relating to information contained in the
Base Prospectus and the applicable Final Terms is
brought before a court in a Member State of the European
Economic Area, the plaintiff may, under the national
legislation of the Member State where the claim is
brought, be required to bear the costs of translating the
Base Prospectus and the applicable Final Terms before
the legal proceedings are initiated.

No civil liability will attach to the Issuer in any such
Member State solely on the basis of this summary,
including any translation hereof, unless it is misleading,
inaccurate or inconsistent when read together with the
other parts of the Base Prospectus and the applicable
Final Terms or, following the implementation of the
relevant provisions of Directive 2010/73/EU in the relevant
Member State, it does not provide, when read together
with the other parts of the Base Prospectus and the
applicable Final Terms, key information (as defined in
Article 2.1(s) of the Prospectus Directive) in order to aid
investors when considering whether to invest in the
Notes.
A.2
Consent as to
Not applicable the Notes are not being offered to the public as part
use the Base
of a Non-exempt Offer.
Prospectus,
period of validity
and other
conditions
attached
9

Section B - Issuer

Element
Title

B.1
Legal and
BNP Paribas ("BNPP" or the "Bank" or the "Issuer").
commercial
name of the
Issuer
B.2
Domicile/ legal
The Issuer was incorporated in France as a société anonyme under
form/
French law and licensed as a bank, having its head office at 16,
legislation/
boulevard des Italiens 75009 Paris, France.
country of
incorporation
B.4b
Trend
Macroeconomic risk.
information
Macroeconomic and market conditions affect the Bank's results. The
nature of the Bank's business makes it particularly sensitive to
macroeconomic and market conditions in Europe, which have been
difficult and volatile in recent years.
In 2014, the global economy continued its slow recovery but there
remain uncertainties, in particular in Europe where the economic
performance during the second half of 2014 was weaker than
expected. IMF and OECD1 economic forecasts for 2015 indicate a
continuation of moderate growth in developed economies but with
differences between countries, including in the euro-zone, where
growth is forecast to be weak in certain countries (including France
and Italy). The forecast is similar for emerging markets (i.e., moderate
growth but with areas of weakness). Short term risks to
macroeconomic growth highlighted by the IMF include heightened
geopolitical tensions and increased financial market volatility; medium-
term risks highlighted include weak economic growth or stagnation in
developed countries. Deflation remains a risk in the euro-zone,
although the risk has been reduced through the ECB's announcement
of non-conventional policy measures.
Legislation and Regulation applicable to Financial Institutions.
Laws and regulations applicable to financial institutions that have an
impact on the Bank have significantly evolved. The measures that
have been proposed and/or adopted in recent years include more
stringent capital and liquidity requirements (particularly for large global
banking groups such as the Bank), taxes on financial transactions,
restrictions and taxes on employee compensation, limits on the types
of activities that commercial banks can undertake and ring-fencing or
even prohibition of certain activities considered as speculative within
separate subsidiaries, restrictions on certain types of financial
products, increased internal control and reporting requirements, more
stringent conduct of business rules, mandatory clearing and reporting
of derivative transactions, requirements to mitigate risks in relation to
over-the-counter derivative transactions and the creation of new and
strengthened regulatory bodies.
The measures that were recently adopted, or that are (or whose

1
See in particular: International Monetary Fund. World Economic Outlook (WEO) Update, January 2015: Gross
Currents; International Monetary Fund. 2014; International Monetary Fund. World Economic Outlook: Legacies,
Clouds, Uncertainties. Washington (October 2014); OECD - Putting the Euro area on a road to recovery - C. Mann -
25 November 2014
10