BNP Paribas — Capital/Financing Update 2019

Feb 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 each 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 MiFID II; and (ii) all channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturers' 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 manufacturers' target market assessment) and determining appropriate distribution channels.

Final Terms dated 26 February 2019

BNP PARIBAS

(incorporated in France)

(the Issuer)

Legal entity identifier (LEI): R0MUWSFPU8MPRO8K5P83

Issue of AUD 375,000,000 Floating Rate Senior Non Preferred Notes

due February 2024

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.

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 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 and 14 February 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 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:		19032
	(ii)	Tranche Number:	$\mathbf{1}$
3.		Specified Currency:	AUD
4.		Aggregate Nominal Amount:
	(i)	Series:	AUD 375,000,000
	(ii)	Tranche:	AUD 375,000,000
5.		Issue Price of Tranche:	100 per cent. of the Aggregate Nominal Amount
6.		Minimum Trading Size:	Not applicable
7.	(i)	Specified Denomination:	AUD 200,000
	(ii)	Calculation Amount:	AUD 200,000
8.	(i)	Issue Date and Interest Commencement Date:	28 February 2019
	(ii)	Interest Commencement Date (if different from the Issue Date):	Not applicable
9.	(i)	Maturity Date:	The Interest Payment Date falling in February 2024
	(ii)	Business Day Convention for Maturity Date:	Not applicable
10.	Form of Notes:		Bearer
11.	Interest Basis:		3 month Bank Bill Swap Rate + 1.75 per cent. per annum Floating 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 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

$\rightarrow$

$\sim$

23.	Interest:			Applicable
	(i)	Interest Periods:		As per Conditions
	(ii) Interest Period End Dates:			28 February, 28 May, 28 August and 28 November in each year from and including 28 May 2019 to and including the Maturity Date.
	(iii)	Business Day Convention for Interest Period End Dates:		Modified Following
	(iv) Interest Payment Dates:			28 February, 28 May, 28 August and 28 November in each year from and including 28 May 2019 to and including the Maturity Date.
	(v)	Business Day Convention	for Interest Payment Dates:	Modified Following
	(vi) Party responsible for calculating the Rate(s) of Interest and Interest Amount:			Calculation Agent
	(vii)	Margin:		+1.75 per cent. per annum
	(viii)	Minimum Interest Rate:		0.00 per cent. per annum
(ix)		Maximum Interest Rate:		Not applicable
	(x) Day Count Fraction: (x i ) Determination Dates:			Actual/365 (Fixed)
				Not applicable
	(xii)	Accrual to Redemption:		Applicable
	(xiii)	Rate of Interest:		Floating Rate
	(xiv)	Coupon Rate:		Not applicable
24.		Fixed Rate Provisions:		Not applicable
25.	Floating Rate Provisions:			Applicable
	(i)	Manner in which the Rate of Interest and Interest Amount is to be determined:		Screen Rate Determination
	(ii)	Linear Interpolation:		Not applicable
26.	Screen Rate Determination:			Applicable
	(i)	Reference Rate:		3 month Bank Bill Swap Rate
	(ii)	Interest	Determination	First day of the Interest Period

		Dates:
	(iii)	Specified Time:	10.30 a.m. Sydney time
	(iv)	Relevant Screen Page:	Thomson Reuters Page BBSW
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.	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 or Condition 3(e) of the Terms and Conditions of the French Law Notes, as the case may be):	Sydney, London, TARGET2, New York
		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/ETI Share Linked Redemption Amount:	Not applicable
47.	Amount:	Inflation Linked Redemption	Not applicable
48.	Amount:	Commodity Linked Redemption	Not applicable
49.		Fund Linked Redemption Amount:	Not applicable
50.		Credit Linked Notes:	Not applicable
51.		ETI Linked Redemption Amount:	Not applicable

$\Delta$

$\sim$

• ETI Linked Redemption Amount: Not applicable
• 1. Foreign Exchange (FX) Rate Linked Not applicable

Redemption Amount:

$\sim$

$\sim$

53.	Underlying Interest Rate Linked Redemption Amount:			Not applicable
54.	Events	of Default Preferred Notes:	for	Senior	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:
	(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
59.		CNY Payment Disruption Event:			Not applicable
		GENERAL PROVISIONS APPLICABLE TO THE NOTES
60.	Form of Notes:				Bearer Notes:
		New Global Note:			No
					Dematerialised Notes
					Bearer dematerialised form (au porteur)
61.	Financial Centre(s) or other special provisions relating to Payment Days for the purposes of Condition 4(a):				Sydney, London, TARGET2, New York
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 forfeit the Notes and interest due on late payment:			Not applicable
65.	Details relating to Notes redeemable instalments: amount of each in instalment, date on which each payment is to be made:			Not applicable
66.		Redenomination, and reconventioning provisions:		renominalisation	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):	Lead Manager
			BNP Paribas
			Joint Lead Managers
			National Australia Bank Limited ABN 12 004 044 937
			The Toronto-Dominion Bank
			Westpac Banking Corporation (ABN 33 007 457 141)
	(ii)	Stabilisation Manager (if $any)$ :	BNP Paribas
	(iii)	If non-syndicated, name of relevant Dealer:	Not applicable
71.	U.S. Selling Restrictions:		TEFRA Not Reg. S Compliance Category 2: applicable
72.	Non exempt Offer:		Not applicable
73.	Prohibition of Sales to EEA Retail Investors:		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.

RESPONSIBILITY

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

Signed on behalf of the Issuer:
By: MMW

PART B - OTHER INFORMATION

1. Listing and Admission to trading

• Listing and admission to $(i)$ trading:
• $(ii)$ Estimate of total expenses related to admission to trading:

$2.$ Ratings

Ratings:

EUR 9,150 (including AMF fees)

Application will be made by the Issuer (or on its

behalf) for the Notes to be admitted to trading on

Euronext Paris with effect on the Issue Date.

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 Europe Limited ("S&P"), A+ by Fitch France S.A.S. ("Fitch") and A (High) by DBRS Limited ("DBRS").

Each of S&P, Moody's, Fitch and DBRS 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 Joint Lead Managers so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.

$\overline{4}$ . Historic Interest Rates

Details of historic Bank Bill Swap Rate can be obtained from Thomson Reuters Page BBSW.

5. Operational Information

• $(i)$ ISIN: FR0013405370
• $(ii)$ Common Code: 195689741
• Any clearing system(s) other $(iii)$ Not applicable Euroclear than France. Euroclear and Clearstream. Luxembourg approved by the Issuer and the Principal Paving Agent and the relevant identification number(s):
• $(iv)$ Delivery:

Delivery against payment

Not applicable

• $(v)$ Additional Paving Agent(s) (if any):
• Intended to be held in a $(vi)$ 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.

Not applicable

$(vii)$ Name and address of Registration Agent:

6. EU Benchmarks Regulation

ł.

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

Applicable: Amounts payable under the Notes are calculated by reference to Bank Bill Swap Rate, which is provided by the Australian Securities Exchange (the "Administrator").

As at the date of these Final Terms, the Administrator is not included in the register of Administrators and Benchmarks established and maintained by the European Securities and Markets Authority pursuant to article 36 of the Benchmarks Regulation (Regulation (EU) 2016/1011) (the "BMR").

As far as the Issuer is aware, the transitional provisions in Article 51 of the BMR apply, such that the Administrator is not currently required to obtain authorisation/registration.