BNP Paribas — Capital/Financing Update 2019

Apr 10, 2019

Final Terms dated 9 April 2019

BNP PARIBAS

(incorporated in France) (the Issuer) Legal entity identifier (LEI): R0MUWSFPU8MPRO8K5P83

Issue of EUR 120,000,000 2.25 per cent. Subordinated Notes due 11 January 2027

as Tranche 3 of Series 17852

(the Notes)

to be consolidated and form a single Series with

EUR 750,000,000 2.25 per cent. Subordinated Notes due 11 January 2027

issued on 11 August 2016 as Tranche 1 of Series 17852 and

EUR 150,000,000 2.25 per cent. Subordinated Notes due 11 January 2027

issued on 16 November 2017 as Tranche 2 of Series 17852

(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 13 June 2016 which received visa n° 16-242 from the Autorité des marches financiers (the "AMF") on 13 June 2016, the Supplement to it dated 1 August 2016 which received visa n° 16-377 from the AMF on 1 August 2016 and the Supplement to it dated 3 November 2016 which received visa n° 16-514 from the AMF on 3 November 2016 which are incorporated by reference in the Base Prospectus dated 5 July 2018. This document constitutes the Final Terms of the Notes described herein, and must be read in conjunction with the Base Prospectus dated 5 July 2018 which received visa n° 18-288 from the AMF on 5 July 2018 and the Supplements thereto dated 6 August 2018, 9 November 2018, 14 February 2019 and 18 March 2019 (copies of which are available as described below) which together constitutes a base prospectus (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 Supplements to the Base Prospectus are also available on the AMF website (www.amffrance.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:	17852
		Tranche Number:	3
			The Notes will on or about the date which is 40 days following the Issue Date (estimated to be 21 May 2019) be consolidated and form a single Series with the Existing Notes.
3.		Specified Currency:	EUR as defined in the definition of "Relevant Currency" in Condition 4 (Payments, Physical Delivery and Exchange of Talons)
4.	Aggregate Nominal Amount:
		Series:	1,020,000,000
		Tranche:	120,000,000
5.		Issue Price of Tranche:	104.0178 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 665,753.42
6.	Minimum Trading Size:		Not applicable
7.	(i)	Specified Denominations:	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.
		Calculation Amount (Applicable to Notes in definitive form):	EUR 1,000
8.	(i)	Issue Date:	11 April 2019

		Interest Commencement Date (if different from the Issue Date):	11 January 2019
9.	(i)	Maturity Date:	11 January 2027
	(ii)	Business Day Convention for Maturity Date:	Not applicable
10.		Form of Notes:	Bearer
11.	Interest Basis:		2.25 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:	Subordinated
18.		Knock-in Event:	Not applicable
19.		Knock-out Event:	Not applicable
20.		Method of distribution:	Non-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

Calculation Agent):

23.	Interest:		Applicable
		Interest Period(s):	From and including the Interest Payment Date falling on 11 January 2019 to but excluding the Interest Payment Date falling on 11 January 2020. Thereafter from and including each Interest Payment Date to but excluding the following Interest Payment Date up to the Maturity Date.
		Interest Period End Date(s):	11 January in each year from and including 11 January 2019 to and including the Maturity Date
		Business Day Convention for Interest Period End Date(s):	Not applicable
		Interest Payment Date(s):	11 January in each year from and including 11 January 2019 to and including the Maturity Date
		Business Day Convention for Interest Payment Date(s):	Following
		Party responsible for calculating the Rate(s) of Interest and Interest Amount(s) (if not the	Not applicable

		Margin(s):	Not applicable
		Minimum Interest Rate:	Not applicable
		Maximum Interest Rate:	Not applicable
		Day Count Fraction:	Actual/Actual (ICMA)
		Determination Dates:	11 January in each year
		Accrual to Redemption:	Applicable
		Rate of Interest:	Fixed Rate
		Coupon Rate:	Not applicable
24.		Fixed Rate Provisions:	Applicable
		Fixed Rate(s) of Interest:	2.25 per cent. per annum payable annually in arrear on each Interest Payment Date
		Fixed Coupon Amount(s):	EUR 22.50 per Calculation Amount
		Broken Amount(s):	Not applicable
		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.	Provisions:	Commodity 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 Rate Linked Interest Provisions:	Not applicable
38.		Additional Business Centre(s) (Condition 3(e) of the Terms and Conditions of the English Law Notes and Condition 3(e) of the Terms and Conditions of the French Law Notes):	Not applicable
PROVISIONS RELATING TO REDEMPTION
39.		Final Redemption Amount:	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.	Commodity Linked Redemption 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(s):	Calculation Amount Percentage: Calculation Amount x 100 per cent.
55.	Provisions applicable to Physical Delivery:	Not applicable
56.	Variation of Settlement	Not applicable
57.	CNY Payment Disruption Event:	Not applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES

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.
Identification information of Holders:	Not applicable
Financial Centre(s) or other special provisions relating to Payment Days for the purposes of Condition 4(a) of the Terms and Conditions of the English Law Notes or Condition 4(b) of the Terms and Conditions of the French Law Notes, as the case may be:	Not applicable
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
63.		Details relating to Notes redeemable in instalments: amount of each instalment, date on which each payment is to be made:	Not applicable
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(b) is governed by French law.
67.		Calculation Agent:	Not applicable
	DISTRIBUTION
68.	(i)	If syndicated, names of Managers (specifying Lead Manager):	Not applicable
		Date of Subscription Agreement:	Not applicable
		Stabilisation Manager (if any):	Not applicable
		If non-syndicated, name of relevant Dealer:	BNP Paribas
69.	Total commission and concession:		Not applicable
70.	U.S. Selling Restrictions:		Reg. S Compliance Category 2; TEFRA D
71.	Non Exempt Offer:		Not applicable
72.		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.
73.	Investors:	Prohibition of Sales to EEA Retail	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 listed on Euronext Paris with effect from the Issue Date.
			The Existing Notes are admitted to trading on Euronext Paris.
	(ii)	Estimate of total expenses related to admission to trading:	EUR 7,025
2.		Ratings
	Ratings:		The Notes to be issued are expected to be rated Baa2 by Moody's Investors Service Ltd. ("Moody's"), BBB+ by S&P Global Ratings ("S&P"), A by Fitch France S.A.S. ("Fitch France") and A by DBRS Ratings Limited ("DBRS Limited").
			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.		Operational Information
	(i)	ISIN:	Temporary ISIN: XS1978555842
			Permanent ISIN: XS1470601656
	(ii)	Common Code:	Temporary Common Code: 197855584
			Permanent Common Code: 147060165
	(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):	Not applicable
	(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