BNP Paribas — Capital/Financing Update 2019

Feb 7, 2019

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

Final Terms dated 8 February 2019

BNP PARIBAS

(incorporated in France)

(the Issuer)

Issue of EUR 50,000,000 1.125 per cent. Senior Non Preferred Notes due 22 November 2023

Tranche 3 of Series 18767 (the "Notes")

to be consolidated and form a single Series with

Issue of EUR 700,000,000 1.125 per cent. Senior Non Preferred Notes due 22 November 2023 issued on 22 May 2018

Tranche 1 of Series 18767 and

Issue of EUR 100,000,000 1.125 per cent. Senior Non Preferred Notes due 22 November 2023 issued on 4 October 2018

Tranche 2 of Series 18767

(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 2 August 2017 which received visa n° 17-415 from the Autorité des marchés financiers ("AMF") on 2 August 2017 and the Supplements to the Base Prospectus dated 6 November 2017 which received visa n°17-574 from the AMF on 6 November 2017, dated 15 February 2018 which received visa n°18-042 from the AMF on 15 February 2018, dated 28 March 2018 which received visa n°18-097 from the AMF on 28 March 2018 and dated 7 May 2018 which received visa n°18-163 from the AMF on 7 May 2018 which are incorporated by reference in the Base Prospectus dated 5 July 2018. 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 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 it dated 6 August 2018 and 9 November 2018, which together constitute a base prospectus for the purposes of the Prospectus Directive (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 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). A copy of these Final Terms, 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:	18767
		Tranche Number:	3
			The Notes are to be consolidated and form a single Series with the Existing Notes from the Exchange Date.
			The Exchange Date for Tranche 3 is 20 March 2019.
3.		Specified Currency:	EUR
4.		Aggregate Nominal Amount:
		Series:	EUR 850,000,000
		Tranche:	EUR 50,000,000
5.		Issue Price of Tranche:	99.99 per cent. of the Aggregate Nominal Amount plus accrued interest amounting to EUR 120,205.48 from and including to but excluding the Interest Commencement Date
6.		Minimum Trading Size:	Not applicable
7.	(i)	Specified Denomination:	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::	8 February 2019

		Interest Commencement Date (if different from the Issue Date):	22 November 2018
9.	(i)	Maturity Date:	22 November 2023
	(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
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

23.	Interest:		Applicable
		Interest Periods:	From and including the Interest Commencement Date to but excluding the Interest Payment Date falling on 22 November 2018 (being a short first Interest Period). Thereafter from and, including each Interest Payment Date to but excluding the following Interest Payment Date, up to the Maturity Date.
		Interest Period End Dates:	22 November in each year from and including 22 November 2019 to and including the Maturity Date
		Business Day Convention for Interest Period End Dates:	Not applicable
		Interest Payment Dates:	22 November in each year from and including 22 November 2019 to and including the Maturity Date
		Business Day Convention for Interest Payment Dates:	Following
		Party responsible for calculating the Rate of Interest and Interest	Not applicable

		Amounts (if not the Calculation Agent):
		Margin:	Not applicable
		Minimum Interest Rate:	Not applicable
		Maximum Interest Rate:	Not applicable
		Day Count Fraction:	Actual/Actual (ICMA)
		Determination Dates:	22 November in each year
		Accrual to Redemption:	Applicable
		Rate of Interest:	Fixed Rate
		Coupon Rate:	Not applicable
24.		Fixed Rate Provisions:	Applicable
		Fixed Rate of Interest:	1.125 per cent. per annum payable annually in arrear on each Interest Payment Date
		Fixed Coupon Amount:	EUR 11.25 per Calculation Amount
		Broken Amount:	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.	Commodity Provisions:	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 Conditions	Business Centre(s) (Condition 3(e) of the Terms and Conditions of the English Law Notes or Condition 3(e) of the Terms and of the French Law Notes, as the case may be):	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:				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:				Calculation Amount Percentage: Calculation Amount x 100 per cent.
55.	Provisions applicable to Physical Delivery:				Not applicable
56.	Variation of Settlement:
	Issuer's option to vary settlement:				The Issuer does not have the option to vary settlement in respect of the Notes.
		Physical Delivery Notes:		Variation of Settlement of	Not applicable
57.	CNY Payment Disruption Event:				Not applicable
					GENERAL PROVISIONS APPLICABLE TO THE NOTES
58.	Form of Notes:				Bearer Notes:
	New Global Note:				Yes
					Temporary Bearer Global Note exchangeable for a Permanent Bearer Global Note which is exchangeable for definitive Bearer Notes only upon an Exchange Event.
59.	Financial Centre(s) or other special provisions relating to Payment Days for the purposes of Condition 4(a):				Not applicable
60.	Identification Holders:		information	of	Not applicable
61.	Talons for future Coupons or Receipts to be attached to definitive Notes (and dates on which such Talons mature):				No

62.	amount Global	Details relating to Partly Paid Notes: 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 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(a) is governed by French law.
67.		Calculation Agent:	Not applicable
	DISTRIBUTION
68.	(i)	If syndicated, names of Managers (specifying Lead Manager):	Not applicable
		Stabilisation Manager (if any):	BNP Paribas
		If non-syndicated, name of relevant Dealer:	BNP Paribas
69.		U.S. Selling Restrictions:	Reg. S Compliance Category 2; TEFRA D
70.		Non exempt Offer:	Not applicable
71.		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: 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 8 February 2019.

The Existing Notes have already been admitted to trading on Euronext Paris.

(ii) Estimate of total expenses related to admission to trading: EUR 4,450 including AMF fees

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, acting through Standard & Poor's Credit Market Services France SAS ("S&P"), A+ by Fitch France S.A.S. ("Fitch France") and A (High) by DBRS Ratings Limited ("DBRS Limited").

Obligations rated Baa by Moody's are judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category.

As defined by S&P, an A- rating means that the Issuer's capacity to meet its financial commitment under the Notes is still strong. The minus (-) sign shows the relative standing within the rating category.

As defined by Fitch France an A+ rating denotes a very low expectation of credit risk. It indicates a very strong capacity for timely payment of financial commitments. Such capacity is not significantly vulnerable to foreseeable events.

As defined by DBRS Limited, an A rating means that the Issuer's capacity for the payment of financial obligations is considered substantial. Such capacity may be vulnerable to future events, but qualifying negative factors are considered manageable.

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. Interests of Natural and Legal Persons Involved in the Issue

Save for any 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. Yield

Indication of yield: 1.127 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: Temporary ISIN: XS1949852310 Permanent ISIN: XS1823532640 (ii) Common Code: Temporary Common Code: 194985231 Permanent Common Code: 182353264

Not applicable

Not applicable

(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):

(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: 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