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BNP Paribas Capital/Financing Update 2019

Jan 24, 2019

1158_rns_2019-01-24_0d6b8647-07e9-4b34-8b67-dc97327ff81d.pdf

Capital/Financing Update

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FINAL TERMS

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 Directive 2014/65/EU (as amended, "MiFID II"); and (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 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 23 January 2019

BNP PARIBAS

(incorporated in France)

(the Issuer)

Legal entity identifier (LEI): R0MUWSFPU8MPRO8K5P83

Issue of CZK 141,000,000 Fixed Rate Senior Non Preferred Notes due 25 January 2024 series 18990

under the €90,000,000,000

Euro Medium Term Note Programme

(the Programme)

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 and 9 November 2018 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: E18990
(ii) Tranche Number: 1
3. Specified Currency: Czech Koruna (CZK)
4. Aggregate Nominal Amount:
Series: CZK 141,000,000
Tranche: CZK 141,000,000
5. Issue Price of Tranche: 100 per cent. of the Aggregate Nominal Amount
6. Minimum Trading Size: Not applicable
7. (i) Specified Denomination: CZK 3,000,000
(ii) Calculation Amount: CZK 3,000,000
8. (i) Issue Date and Interest
Commencement Date
25 January 2019
(ii) Interest Commencement Date
(if different from the Issue Date):
Not applicable
9. (i) Maturity Date: 25 January 2024
(ii) Business Day Convention for
Maturity Date:
Not applicable
10. Form of Notes: Dematerialised bearer form (au porteur)
11. Interest Basis: 2,80 per cent. 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: Applicable
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 Interest End Date. Each subsequent
Interest Period will be the period from and including each
Interest Payment Date to but excluding the following
Interest Period End Date.
Interest Period End Date(s): January 25 each year, from and including January 25,
2020 and including January 25, 2024
Business Day Convention for
Interest Period End Date(s):
Not applicable
Interest Payment Date(s): Each January 25 each year, first on January 25, 2020
Business Day Convention for
Interest Payment Date(s):
Following
Party responsible for
calculating the Rate(s) of
Interest and Interest
Amount(s):
Not applicable
Margin(s): Not applicable
Minimum Interest Rate: Not applicable
Maximum Interest Rate: Not applicable
Day Count Fraction: Actual/Actual ICMA, unadjusted
Determination Dates: 25 January
Accrual to Redemption: Applicable
Rate of Interest: Fixed Rate
Coupon Rate: (Include one or
more
of
the
following
if
applicable)
Not applicable
24. Fixed Rate Provisions: Applicable
Fixed Rate of Interest: 2.80 per cent. per annum payable annually in arrear on
each Interest Payment Date
Fixed Coupon Amount(s): CZK 84,000
Broken Amount(s): 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. Provisions: Share Linked/ETI Share Linked Interest 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):
Prague and Target2
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. 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
52. Foreign Exchange (FX) Rate Linked
Redemption Amount:
Not applicable
53. Underlying Interest Rate Linked
Redemption Amount:
Not applicable
54. Events of Default for Senior Preferred Not applicable
55. Administrator/Benchmark Event: Not applicable
56. Early Redemption Amount(s): Calculation Amount Percentage: Calculation Amount x
100 per cent.
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: Dematerialised bearer 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):
Prague and 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. made: Details relating to Notes redeemable in
instalments: amount of each instalment,
date on which each payment is to be
Not applicable
67. Masse (Condition 12 of the Terms and
Conditions of the French Law Notes):
Not applicable
68. Governing law: French law
69. Calculation Agent: Not applicable
DISTRIBUTION
70. (i) If syndicated, names and
addresses of Managers and
underwriting
commitments/quotas (material
features) (specifying Lead
Manager):
Not applicable
(ii) Date
Agreement
of Subscription Not applicable
(iii) Stabilisation Manager (if any):
If non-syndicated, name of
relevant Dealer:
Not applicable
(iv) Erste Group Bank AG
71. Total commission and concession: Not applicable
72. U.S. Selling Restrictions: Reg. S Compliance Category 2; TEFRA Not applicable
73. Non exempt Offer: Not applicable
74. Prohibition of Sales to EEA Retail
Investors:
Applicable
75. United States Tax Considerations The Notes are not Specified Securities for the purpose o
Section 871(m) of the U.S. Internal Revenue Code of

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 the regulated
market of the Euronext Paris Exchange with effect on or
around the Issue Date.
(ii) Estimate of total expenses
related to admission to trading:
EUR 3,850

2. Ratings

Ratings: The Notes have not been rated.

3. Interests of Natural and Legal Persons Involved in the Issue

Save for the fees payable to the Dealer 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, Estimated Net Proceeds and Total Expenses

(i) Reasons for the offer: See "Use of Proceeds" wording in the Base Prospectus
(ii) Estimated net proceeds: CZK 141,000,000
(iii) Estimated total expenses see above item I (ii)
------- -------------------------- -----------------------

5. Fixed Rate Notes only – Yield

Indication of yield: 2.80 per cent.

6. Operational Information

(i) ISIN: FR0013398542
  • (ii) Common Code: 194098448
  • (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 Not applicable
  • (iv) Delivery: Delivery free of payment
  • (v) Additional Paying Agent(s) (if any):

identification number(s):

(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 Not applicable

Registration Agent:

7. EU Benchmark Regulation Not applicable