BNP Paribas — Capital/Financing Update 2019

Mar 26, 2019

PROHIBITION OF SALES TO EEA RETAIL INVESTORS –The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive 2002/92/EC (as amended, the "Insurance Mediation Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Directive. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

MiFID II product governance / target market assessment – Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Notes, taking into account the five categories in item 18 of the Guidelines published by ESMA on 5 February 2018, has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients , each as defined in Directive 2014/65/EU (as amended, "MiFID II"); (ii) all channels for distribution to eligible counterparties and professional clients are appropriate; Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels, subject to the distributor's suitability and appropriateness obligations under MiFID II, as applicable.

Final Terms dated 25 March 2019

BNP PARIBAS

(incorporated in France)

(the Issuer)

Legal entity identifier (LEI): R0MUWSFPU8MPRO8K5P83

Issue of EUR 35,000,000 Subordinated Fixed Rate Resettable Tier 2 Notes due March 2031

Series 19050

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 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 sections entitled "Terms and Conditions of the French Law Notes" in the Base Prospectus dated 5 July 2018 which received visa n° 18-288 from the Autorité des marchés financiers ("AMF") on 5 July 2018 and the Supplements to the Base Prospectus dated 6 August 2018, 9 November 2018, 14 February 2019 and 18 March 2019 which together constitute a base prospectus for the purposes of the Directive 2003/71/EC, as amended (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) and these Final Terms will be available for viewing on the website of Euronext Paris. 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:	19050
	(ii)	Tranche Number:	1
3.		Specified Currency:	EUR
4.		Aggregate Nominal Amount:
		Series:	EUR 35,000,000
		Tranche:	EUR 35,000,000
5.		Issue Price of Tranche:	100 per cent. of the Aggregate Nominal Amount
6.		Minimum Trading Size:	EUR 100,000
7.	(i)	Specified Denomination:	EUR 100,000
	(ii)	Calculation Amount:	EUR 100,000
8.	(i)	Issue Date and Interest Commencement Date:	27 March 2019
	(ii)	Interest Commencement Date (if different from the Issue Date):	Not applicable
9.	(i)	Maturity Date:	27 March 2031
	(ii)	Business Day Convention for Maturity Date:	Following
10.		Form of Notes:	Dematerialised Bearer
11.	Interest Basis:		Initial Rate of Interest: 1.99 per cent. per annum Rate (Resettable)	Fixed
			(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:	Issuer Call (further particulars specified below)
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 Notes:	Not applicable
22.	Tax Gross-Up:	Condition 6(e) (No Gross-Up) of the Terms and Conditions of the French Law Notes not applicable

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

23.	Interest:		Applicable
		Interest Period(s):	From and including the Interest Commencement Date to but excluding the first Interest Payment Date, and thereafter from and including each Interest Payment Date to but excluding the next Interest Payment Date until but excluding the Maturity Date
		Interest Period End Date(s):	27 March in each year from and including 27 March 2020 to and including the Maturity Date
		Business Day Convention for Interest Period End Date(s):	Not applicable
		Interest Payment Date(s):	27 March in each year from and including 27 March 2020 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):	As per clause 69 below
		Margin(s):	Not applicable
		Minimum Interest Rate:	0 per cent. per annum
		Maximum Interest Rate:	Not applicable
		Day Count Fraction:	Actual/Actual (ICMA), unadjusted
		Determination Dates:	27 March in each year
		Accrual to Redemption:	Applicable
		Rate of Interest:	Fixed Rate (Resettable)

		Coupon Rate:		Not applicable
24.		Fixed Rate Provisions:		Applicable
		Fixed Rate of Interest:		See item (iv) below
		Fixed Coupon Amount(s):		EUR 1,999 per Calculation Amount (applicable prior to the First Reset Date)
		Broken Amount(s):		Not applicable
		Resettable Notes:		Applicable
	(a)	Initial Rate of Interest:		1.99 per cent. per annum from (and including) the interest Commencement Date to (but excluding) the First Reset Date, payable annually in arrear on each Interest Payment Date up to (and including) the First Reset Date.
				From (and including) the First Reset Date to (but excluding) the Maturity Date, the Notes will bear interest at a rate equal to (i) the 5-year EUR Mid-Swap Rate prevailing at the First Reset Date plus (ii) the First Margin, payable annually in arrear on each Interest Payment Date from (but excluding) the First Reset Date.
	(b)	First Margin:		+1.70 per cent. per annum
	(c)	Subsequent Margin:		Not applicable
	(d)	First Reset Date:		The Interest Payment Date falling on or about 27 March 2026
	(e)	Second Reset Date:		Not applicable
	(f)	Subsequent Date(s):	Reset	Not applicable
	(g)	Relevant Page:	Screen	Bloomberg Page ICAE1
	(h)	Mid-Swap Rate:		Single Mid-Swap Rate
				Initial Mid-Swap Rate Final Fallback: Applicable
				Initial Mid-Swap Rate: EUR 7-year Mid Swap: 1.70%
	(i)	Mid-Swap Maturity:		5-Year
	(j)	Reset Date:	Determination	The day falling two (2) TARGET2 Business Days prior to the First Reset Date
	(k)	Relevant Time:		11:00 am, Paris time
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/ETI Share Linked Interest Provisions:			Not applicable
32.			Inflation Linked Interest Provisions:	Not applicable
33.	Commodity Linked Interest Provisions:			Not applicable
34.			Fund Linked Interest Provisions:	Not applicable
35.			ETI Linked Interest Provisions:	Not applicable
36.		Interest Provisions:	Foreign Exchange (FX) Rate Linked	Not applicable
37.		Interest Provisions:	Underlying Interest Rate Linked	Not applicable
38.		as the case may be):	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,	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: Optional Redemption Date(s):			Applicable
				The Interest Payment Date falling on or about 27 March 2026
			Optional Redemption Valuation Date(s):	Not applicable
		Amount(s):	Optional Redemption	Calculation Amount x 100 per cent.
			If redeemable in part:
		(a)	Minimum Redemption Amount:	Not applicable
		(b)	Higher Redemption Amount:	Not applicable
			Notice period:	Minimum notice period: 30 calendar days
				Maximum notice period: 45 calendar days
43.	Noteholder Put Option:			Not applicable
44.	Aggregation:			Not applicable
45.			Index Linked Redemption Amount:	Not applicable
46.		Redemption Amount:	Share Linked/ETI Share Linked	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.	Notes:	Events of Default for Senior Preferred	Not applicable
55.		Administrator/Benchmark Event:	Not applicable
56.		Early Redemption Amount(s):	Final Redemption Amount
57.	Delivery:	Provisions applicable to Physical	Not applicable
58.		Variation of Settlement:
		Issuer's option to vary settlement:	The Issuer does not have the option to vary settlement in respect of the Notes.
		Variation of Settlement of Physical Delivery Notes:	Not applicable
59.		CNY Payment Disruption Event:	Not applicable
		GENERAL PROVISIONS APPLICABLE TO THE NOTES
60.	Form of Notes:		Bearer Notes:
			Bearer dematerialised form (au porteur)
		New Global Note:	No
61.	Financial Centre(s) or other special provisions relating to Payment Days for the purposes of Condition 4(a):		Not applicable
62.	Identification information of Holders:		Not applicable
63.	Talons for future Coupons or Receipts to be attached to definitive Notes (and dates on which such Talons mature):		No
64.	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		Not applicable

	late payment:	forfeit the Notes and interest due on
65.		Details relating to Notes redeemable in instalments: amount of each instalment, date on which each payment is to be made:	Not applicable
66.		Redenomination, renominalisation and reconventioning provisions:	Not applicable
67.		Masse (Condition 12 of the Terms and Conditions of the French Law Notes):	Contractual representation of Noteholders/No Masse shall apply.
68.		Governing law:	French law
69.		Calculation Agent:	BNP Paribas Securities Services
	DISTRIBUTION
70.	(i)	If syndicated, names of Managers (specifying Lead Manager):	Not applicable
	(ii)	Date of Subscription Agreement:	Not applicable
	(iii)	Stabilisation Manager (if any):	Not applicable
	(iv) If non-syndicated, name of relevant Dealer:		BNP Paribas
71.		U.S. Selling Restrictions:	Reg. S Compliance Category 2; TEFRA Not applicable
72.		Non exempt Offer:	Not applicable
73.	Investors:	Prohibition of Sales to EEA Retail	Applicable
74.		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:
• (ii) Estimate of total expenses related to admission to trading:

2. Ratings

Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on Euronext Paris with effect from 27 March 2019.

EUR 12,525 (including AMF fee)

Ratings: The Notes to be issued are expected to be rated:

Baa2 by Moody's Investors Service Ltd (Moody's)

Moody's 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 the fees payable to the Dealers so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.

4. Fixed Rate Notes only – Yield

Indication of yield: 1.99 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: FR0013411030

Not applicable

• (ii) Common Code: 196767614
• (iii) Any clearing system(s) other than Euroclear FranceEuroclear and Clearstream, Luxembourg approved by the Issuer and the Principal Paying Agent and the relevant identification number(s):
• (v) Additional Paying Agent(s) (if any):
• (vi) Intended to be held in a manner which would allow Eurosystem eligibility:

(iv) Delivery: Delivery against payment

Not applicable

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

6. EU Benchmarks Regulation

EU Benchmarks Regulation: Article 29(2) statement on benchmarks:

Not applicable