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BNP Paribas Capital/Financing Update 2019

Jan 24, 2019

1158_rns_2019-01-24_4a10c1e0-46c6-4db7-a3aa-99f89fc10e0a.pdf

Capital/Financing Update

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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 501,000,000 Floating Rate Senior Non Preferred Notes due January 2024 series 18989

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 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 constitute 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 Supplement 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 Supplement to the Base Prospectus will also be available on the AMF website (www.amffrance.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 Supplement to the Base Prospectus will be sent free of charge by the Issuer to any investor requesting such documents. Issuer:

1. Issuer BNP Paribas
2. (i) Series Number: E18989
Tranche Number: 1
3. Specified Currency: Czech Koruna (CZK)
4. Aggregate Nominal Amount:
Series: CZK 501,000,000
Tranche: CZK 501,000,000
5. Issue Price of Tranche: 100.00 per cent. of the Aggregate Nominal Amount
6. Minimum Trading Size: CZK 3,000,000
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: Interest Payment Date falling in or nearest to 25 January
2024
(ii) Business Day Convention for
Maturity Date:
Modified Following
10. Form of Notes: Dematerialised bearer form (au porteur)
11. Interest Basis: 3-months PRIBOR Floating Rate plus 0.78 per cent.
12. Coupon Switch: Not applicable
Pre-Switch Coupon: Not applicable
Post-Switch Coupon: Not applicable
Additional Switch Coupon: Not applicable
Coupon Switch Date(s): 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 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, April 25, July 25 and October 25 each year,
from and including April 25, 2019 and including January
25, 2024
Business Day Convention for
Interest Period End Date(s):
Modified Following
Interest Payment Date(s): Each January 25, April 25, July 25 and October 25 each
year, first on April 25, 2019
Business Day Convention for
Interest Payment Date(s):
Modified Following
Party responsible for
calculating the Rate(s) of
Interest and Interest
Amount(s):
BNP Paribas Securities Services
Margin(s): Not applicable
Minimum Interest Rate: Not applicable
Maximum Interest Rate: Not applicable
Day Count Fraction: Act/360, adjusted
Determination Dates: Not applicable
Accrual to Redemption: Applicable
Rate of Interest: Floating Rate
24. Fixed Rate Provisions: Not applicable
25. Floating Rate Provisions: Applicable
Manner in which the Rate of
Interest and Interest Amount is
to be determined:
Screen Rate Determination
Linear Interpolation: Not applicable
26. Screen Rate Determination: Applicable
Reference Rate: 3 month PRIBOR
Interest Determination Date(s): 2 Business Days in Prague for CZK prior to the first day in
each Interest Period
Specified Time: 11:00 am Prague time
Relevant Screen Page: Reuters Page "PRIBOR="
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. Provisions: Underlying Interest Rate Linked Interest 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. 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. Events of Default for Senior Preferred
Notes:
Not applicable
55. Administrator/Benchmark Event: Applicable
56. Early Redemption Amount(s): Calculation Amount Percentage:
Calculation Amount x
100 per cent
57. Provisions applicable to Physical
Delivery:
Not applicable
58. Variation of Settlement: The Issuer does not have the option to vary settlement in
respect of the Notes.
Issuer's option to vary
settlement:
Not applicable
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 No
to be attached to definitive Notes (and
dates on which such Talons mature):
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 in
instalments: amount of each instalment,
date on which each payment is to be
made:
Not applicable
66. Redenomination, renominalisation and
reconventioning provisions:
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: BNP Paribas Securities Services
DISTRIBUTION
70. (i) If syndicated, names of
Managers (specifying Lead
Manager):
Not applicable
Date of Subscription
Agreement:
Not applicable
Stabilisation Manager (if any): Not applicable
If non-syndicated, name of
relevant Dealer:
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. Investors: Prohibition of Sales to EEA Retail Applicable
75. United States Tax Considerations The Securities are not Specified Securities for purposes 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 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 to be issued are expected to be rated: A- by Standard & Poor's Standard & Poor's is established in the European Union and is registered under Regulation (EC) No. 1060/2009 (as amended) 3. Reasons for the Offer, Estimated Net Proceeds and Total Expenses1 (i) Reasons for the offer: See "Use of Proceeds" wording in the Base Prospectus (ii) Estimated net proceeds: CZK 501,000,000 (iii) Estimated total expenses: see item 1 (ii) above

4. Floating Rate Notes only – Historic Interest Rates

Details of historic PRIBOR rates can be obtained from Reuters page "PRIBOR="

5. Operational Information

(i) ISIN: FR0013398435
(ii) Common Code: 194098618
(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 number(s):
Not applicable
(iv) Delivery: Delivery free of payment
(v) Additional Paying Agent(s) (if
any):
Not applicable
(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.

Not applicable

(vii) Name and address of Registration Agent:

6. EU Benchmarks Regulation

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

Amounts payable under the Notes are calculated by reference to PRIBOR, which is provided by the Czech Central Bank.

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