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 100,000,000 3.599 per cent. Fixed Rate Senior Non Preferred Notes due 28 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:	19031
	(ii)	Tranche Number:	1
3.		Specified Currency:	AUD
4.		Aggregate Nominal Amount:
	(i)	Series:	AUD 100,000,000
	(ii)	Tranche:	AUD 100,000,000
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
	(iii)	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:	28 February 2024
	(ii)	Business Day Convention for Maturity Date:	Not applicable
10.	Form of Notes:		Bearer
11.	Interest Basis:		3.599 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
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

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23.	Interest:		Applicable
	(i)	Interest Periods:	As per Conditions
	(ii)	Interest Period End Dates:	28 February and 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 February and 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(s) 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 February and 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:	3.599 per cent. per annum payable semi-annually in arrear on each Interest Payment Date
	(ii)	Fixed Coupon Amount:	AUD 3,599 per Calculation Amount
	(iii)	Broken Amount:	Not applicable
	(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):	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.	Inflation Linked Redemption Amount:	Not applicable
48.	Commodity Linked Redemption Amount:	Not applicable
49.	Fund Linked Redemption Amount:	Not applicable

$\infty$

$\blacksquare$ .

Credit Linked Notes: Not applicable 51. ETI Linked Redemption Amount: Not applicable Foreign Exchange (FX) Rate Linked
Redemption Amount: 52. Not applicable 53. Underlying Interest Rate Linked Not applicable

50.

Redemption Amount:

1. Events of Default for Senior Not applicable Preferred Notes: 55. Administrator/Benchmark Event: Not applicable Early Redemption Amount(s): 56. Final Redemption Amount 57. Provisions applicable to Physical Not applicable Deliverv: 58. Variation of Settlement: Issuer's option to vary The Issuer does not have the option to vary settlement $(i)$ settlement: in respect of the Notes. $(ii)$ Variation of Settlement of Not applicable Physical Delivery Notes: 59. CNY Payment Disruption Event: Not applicable GENERAL PROVISIONS APPLICABLE TO THE NOTES Form of Notes: 60. Bearer Notes: New Global Note: No Dematerialised Notes Bearer dematerialised form (au porteur) 61. Sydney, London, TARGET2, New York Financial Centre(s) or other special provisions relating to Payment Days for the purposes of Condition 4(a): 62. Identification information of Holders: Not applicable 63. Talons for future Coupons or No Receipts to be attached to definitive Notes (and dates on which such Talons mature): 64. 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 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: 65. Details relating to Notes redeemable Not applicable in instalments: amount of each instalment, date on which each payment is to be made: 66. Redenomination. renominalisation Not applicable and reconventioning provisions: 67. Masse (Condition 12 of the Terms Contractual representation of Noteholders/No Masse and Conditions of the French Law shall apply Notes): 68. Governing law: French law

69.	BNP Paribas securities Services Calculation Agent:
	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: We authorised Ź

PART B - OTHER INFORMATION

$\mathbf{1}$ . Listing and Admission to trading

• $(i)$ Listing and admission to Application will be made by the Issuer (or on its trading: behalf) for the Notes to be admitted to trading on Euronext Paris with effect on the Issue Date
• $(ii)$ Estimate of total expenses EUR 9,000 (including AMF fees) related to admission to trading:

$2.$ Ratings

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 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.

195689709

$\overline{4}$ . Yield

Indication of yield:

3.599 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 vield.

5. Operational Information

• ISIN: FR0013405362 $(i)$
• $(iii)$ Common Code:
• $(iii)$ Any clearing system(s) other Not applicable than Euroclear France. Euroclear and Clearstream. Luxembourg approved by the Issuer and the Principal Paying Agent and the relevant identification number(s):
• $(iv)$ Delivery:

Delivery against payment

Not applicable

• $(v)$ Additional Paying 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 engine conateral for Lufesystem moretary 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 criteri

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

$\overline{\phantom{a}}$

Í,

Not applicable