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 EUR 750,000,000 1.125 per cent. Senior Non Preferred Notes

due 28 August 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:	19033
	(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:	99.637 per cent. of the Aggregate Nominal Amount
6.		Minimum Trading Size:	Not applicable
7.	(i)	Specified Denomination:	EUR 100,000
	(ii)	Calculation Amount:	EUR 100,000
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:	28 August 2024
	(ii)	Business Day Convention for Maturity Date:	Not applicable
10.		Form of Notes:	Bearer
11.	Interest Basis:		1.125 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

Conditions of the French Law Notes 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

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

23.	Interest:		Applicable
	(i)	Interest Periods:	As per Conditions
	(ii)	Interest Period End Dates:	28 August in each year from and including 28 August 2019 to and including the Maturity Date.
	(iii)	Business Day Convention for Interest Period End Dates:	Not applicable
	(iv)	Interest Payment Dates:	28 August in each year from and including 28 August 2019 to and including the Maturity Date.
	(v)	Business Day Convention for Interest Payment Dates:	Following
	(vi)	Party responsible for calculating the Rate of Interest and Interest Amount:	Calculation Agent
	(vii)	Margin:	Not applicable
	(viii)	Minimum Interest Rate:	As per Conditions
	(ix)	Maximum Interest Rate:	Not applicable
	(x)	Day Count Fraction:	Actual/Actual ICMA unadjusted
	(xi)	Determination Dates:	28 August 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:	1.125 per cent. per annum payable annually in arrear on each Interest Payment Date
	(ii)	Fixed Coupon Amount:	EUR 1,125 per Calculation Amount, except as set out in paragraph (iii) below in respect of the first Interest Period.
	(iii)	Broken Amount:	EUR 557.88 per Calculation Amount payable on the Interest Payment Date falling on 28 August 2019 for the period from and including the Interest Commencement Date to but excluding 28 August 2019.
	(iv)	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/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.	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):	TARGET2

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. 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 Not applicable

Redemption Amount:

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.	Provisions applicable to Physical Delivery:				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):				TARGET2
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.	in instalment,	Details relating to Notes redeemable instalments: amount date on payment is to be made:	of which	each each	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
			Managers
			Banco Bilbao Vizcaya Argentaria, S.A.
			Danske Bank A/S
			Nordea Bank Abp
			Skandinaviska Enskilda Banken AB (publ)
			Swedbank AB (publ)
	(ii)	Stabilisation Manager (if any):	BNP Paribas
	(iii)	If non-syndicated, name of relevant Dealer:	Not applicable
71.		U.S. Selling Restrictions:	Reg. S Compliance Category TEFRA Not 2; 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 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.

EUR 9,450 (including AMF fees)

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 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 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

Reasons for the offer: The net proceeds of the issue of the Notes will be allocated or reallocated from time to time to the financing and/or refinancing, in whole or in part, of Eligible Green Assets as defined below and further described in the BNP Paribas Green Bond Framework dated 30 April 2018 available on https://invest.bnpparibas.com/en/green-bond-issues, as may be amended from time to time by the Issuer (the "BNP Paribas Green Bond Framework").

Pending the allocation or reallocation, as the case may be, of the net proceeds of the Notes to Eligible Green Assets, the Issuer will invest the balance of the net proceeds, at its own discretion, in cash and/or cash equivalent and/or other liquid marketable instruments. The Issuer will use its best efforts to substitute any redeemed loans, any other form of financing that is no longer financed or refinanced by the net proceeds, and/or any such loans or any other form of financing which cease to be Eligible Green Assets, as soon as practicable once an appropriate substitution option has been identified. The Issuer will monitor the use of the net proceeds of the Notes via its internal information systems.

For the avoidance of doubt, payment of principal and interest in respect of the Notes will be made from general funds of the Issuer and will not be directly or indirectly linked to the performance of Eligible Green Assets.

"Eligible Green Assets" means any existing, ongoing and/or future loans or any other form of financing from Eligible Sectors selected by the Issuer, which meet the Eligibility Criteria, all in accordance with the BNP Paribas Green Bond Framework.

"Eligible Sectors" means the following sectors (all as more fully described in the BNP Paribas Green Bond Framework):

• Renewable Energies
• Energy Efficiency
• Mass and Public Transportation
• Water Management and Water Treatment
• Recycling

For the avoidance of doubt, the following sectors are excluded from the BNP Paribas Green Bond Framework: defence and security, palm oil, wood pulp, nuclear power generation, coal-fired power generation, unconventional oil and gas, mining and tobacco.

"Eligibility Criteria" means the criteria with which any loan or any other form of financing should comply, at any time, in order to be considered as an Eligible Green Asset (as such criteria may be amended, from time to time, by the Issuer, subject to external review by third parties, as the case may be, as per the BNP Paribas Green Bond Framework). As part of the application of the Eligibility Criteria, the Issuer will assess the potential environmental, social and governance risks of the relevant assets, in line with its framework for managing such risks, including specific risk assessment tools and the Equator Principles. The selection of the Eligible Green Assets in accordance with the Eligibility Criteria will then be verified by external third parties, as per the BNP Paribas Green Bond Framework.

As long as any Notes are outstanding, the Issuer is expected to provide a report, at least annually, on (i) the Eligible Green Assets financed or refinanced by the net proceeds and their relevant environmental impact indicators, (ii) the allocation of the net proceeds of the Notes to Eligible Green Assets detailing the aggregate amount dedicated to each of the Eligible Sectors and (iii) the balance of unallocated cash and/or cash equivalent and/or other liquid marketable instruments still held by the Issuer, as further described in the BNP Paribas Green Bond Framework. The report will be published by the Issuer on https://invest.bnpparibas.com/en/green-bondissues.

Pursuant to the BNP Paribas Green Bond Framework, a second party opinion has been obtained from an appropriate second party opinion provider and the Issuer has mandated an appropriate external independent auditor to provide an assurance report. The opinion and assurance report are available on https://invest.bnpparibas.com/en/green-bond-issues.

5. Yield

Indication of yield: 1.194 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.

6. Operational Information

• (i) ISIN: FR0013405537
• (ii) Common Code: 195744513
• (iii) Any clearing system(s) other than Euroclear France, Euroclear and Clearstream, Luxembourg approved by the Issuer and the Principal Paying Agent and the relevant identification

Not applicable

number(s):

• (iv) Delivery: Delivery against payment
• (v) Additional Paying Agent(s) (if any):
• (vi) Intended to be held in a manner which would allow Eurosystem eligibility:

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