Bond BNP Paribas SA 2.125% ( FR0013398070 ) in EUR

BNP Paribas SA

99.93 % ▲

France

FR0013398070 ( in EUR )

2.125% per year ( payment 1 time a year)

22/01/2027

Prospectus brochure of the bond BNP Paribas FR0013398070 en EUR 2.125%, maturity 22/01/2027

23/01/2026 ( In 44 days )

BNP Paribas is a leading international banking group providing a wide range of financial services including retail banking, investment banking, asset management, and corporate and institutional banking to individuals, businesses, and governments worldwide.

BNP Paribas issued a EUR-denominated bond (ISIN: FR0013398070) currently trading at 99.03% of its face value, offering a 2.125% coupon with semi-annual payments and maturing on January 22, 2027.

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 21 January 2019
BNP PARIBAS
(incorporated in France)
(the Issuer)
Legal entity identifier (LEI): R0MUWSFPU8MPRO8K5P83
Issue of EUR 2,250,000,000 Fixed to Floating Senior Non Preferred Notes due 23 January 2027
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.

1

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
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 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:
18981

(ii)
Tranche Number:
1
3.
Specified Currency:
EUR
4.
Aggregate Nominal Amount:

(i)
Series:
EUR 2,250,000,000

(ii)
Tranche:
EUR 2,250,000,000
5.
Issue Price of Tranche:
99.282 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
23 January 2019
Commencement Date:

(ii)
Interest Commencement
Not applicable
Date (if different from the
Issue Date):
9.
(i)
Maturity Date:
23 January 2027
(ii)
Business Day Convention Modified Following
for Maturity Date:
10.
Form of Notes:
Bearer
11.
Interest Basis:
Fixed Rate from and including the Interest
Commencement Date to but excluding the First
Optional Redemption Date (as defined below)
Floating Rate from and including the First Optional
Redemption Date to but excluding the Maturity Date
(Further particulars specified below)
12.
Coupon Switch:
Not applicable

2

13.
Redemption/Payment Basis:
Redemption at par
14.
Change of Interest Basis or
The initial Interest Basis shall be Fixed Rate until the
Redemption/Payment Basis:
First Optional Redemption Date.
The Interest Basis subsequent to the First Optional
Redemption Date shall be Floating Rate.
15.
Put/Call Options:
Issuer Call (further particulars specified below)
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
23.
Interest:
Applicable

(i)
Interest Period(s):
From and including the Interest Commencement Date
to but excluding the following Interest Payment Date
falling on or about 23 January 2020. Thereafter, from
and including each Interest Payment Date to but
excluding the following Interest Payment Date, up to
the Maturity Date.

(ii)
Interest Period End Date(s):
23 January in each year from and including 23
January 2020 to and including 23 January 2026.
Thereafter, 23 January, 23 April, 23 July and 23
October in each year from and including 23 January
2026 to and including the Maturity Date.

(iii)
Business Day Convention
Following applicable to Fixed Rate Interest Periods.
for Interest Period End
Modified Following applicable to Floating Rate Interest
Date(s):
Periods only.

(iv)
Interest Payment Date(s):
23 January in each year from and including 23
January 2020 to and excluding 23 January 2026.
Thereafter, from but excluding 23 January 2026 to and
including the Maturity Date, 23 January, year, 23 April,
23 July and 23 October in each year.

(v)
Business Day Convention
From and including 23 January 2020 to and including
for Interest Payment
23 January 2026: Following.
Date(s):
Thereafter, from and excluding 23 January 2026 to
and including the Maturity Date: Modified Following

(vi)
Party responsible for
Calculation Agent
calculating the Rate(s) of
Interest and Interest
Amount(s):

(vii)
Margin(s):
+1.800 per cent. per annum

3

(viii)
Minimum Interest Rate:
0.00 per cent. per annum

(ix)
Maximum Interest Rate:
Not applicable

(x)
Day Count Fraction:
Actual/Actual ICMA unadjusted (for Fixed Rate
Interest Periods), Actual/360 adjusted (for Floating
Rate Interest Periods)

(xi)
Accrual to Redemption:
Applicable

(xii)
Rate of Interest:
Fixed Rate to Floating Rate

(xiii)
Coupon Rate:
Not applicable
24.
Fixed Rate Provisions:
Applicable
from
and
including
the
Interest
Commencement Date to but excluding the First
Optional Redemption Date (the "Fixed Rate Interest
Periods")

(i)
Fixed Rate of Interest:
2.125 per cent. per annum payable annually in arrear
on each Interest Payment Date

(ii)
Fixed Coupon Amount(s):
EUR 2,125 per Calculation Amount

(iii)
Broken Amount(s):
Not applicable

(iv)
Resettable Notes:
Not applicable
25.
Floating Rate Provisions:
Applicable from and including the First Optional
Redemption Date to the Maturity Date (the "Floating
Rate Interest Period")

(i)
Manner in which the Rate of
Screen Rate Determination
Interest and Interest Amount
is to be determined:

(ii)
Linear Interpolation:
Not applicable
26.
Screen Rate Determination:
Applicable

(i)
Reference Rate:
3 month EURIBOR

(ii)
Interest
Determination Second Brussels business day prior to the start of
Dates:
each Interest Period

(iii)
Specified Time:
11:00 am Brussels time

(iv)
Relevant Screen Page:
Reuters EURIBOR01

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
Not applicable
Interest Provisions:
32.
Inflation Linked Interest Provisions:
Not applicable
33.
Commodity Linked Interest
Not applicable
Provisions:

4

34.
Fund Linked Interest Provisions:
Not applicable
35.
ETI Linked Interest Provisions:
Not applicable
36.
Foreign Exchange (FX) Rate Linked
Not applicable
Interest Provisions:
37.
Underlying Interest Rate Linked
Not applicable
Interest Provisions:
38.
Additional Business Centre(s)
TARGET2
(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):
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:
Applicable

(i)
Optional Redemption Date:
The Interest Payment Date falling on 23 January 2026
(the "First Optional Redemption Date")

(ii)
Optional Redemption
Not applicable
Valuation Date(s):

(iii)
Optional Redemption
Calculation Amount x 100 per cent.
Amount(s):

(iv)
If redeemable in part:

(a)
Minimum
Not applicable
Redemption
Amount:
(b)
Higher Redemption
Not applicable
Amount:

(v)
Notice period:
Minimum notice period: 30 calendar days

Maximum notice period: 45 calendar days
43.
Noteholder Put Option:
Not applicable
44.
Aggregation:
Not applicable
45.
Index Linked Redemption Amount:
Not applicable
46.
Share Linked/ETI Share Linked
Not applicable
Redemption Amount:
47.
Inflation Linked Redemption
Not applicable
Amount:
48.
Commodity Linked Redemption
Not applicable
Amount:

49.
Fund Linked Redemption Amount:
Not applicable

50.
Credit Linked Notes:
Not applicable

5

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

54.
Events
of
Default
for
Senior Not applicable
Preferred Notes:
55.
Administrator/Benchmark Event:
Not applicable
56.
Early Redemption Amount(s)
Final Redemption Amount
57.
Provisions applicable to Physical
Not applicable
Delivery:
58.
Variation of Settlement:

(i)
Issuer's option to vary
The Issuer does not have the option to vary settlement
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
60.
Form of Notes:
Bearer Notes:
New Global Note:
No

Bearer dematerialised form (au porteur)
61.
Financial Centre(s) or other special
TARGET2
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

6

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.
Calculation Agent:
BNP Paribas Securities Services
DISTRIBUTION

70.
(i)
If syndicated, names of
Lead Manager
Managers (specifying Lead
BNP Paribas
Manager):
(EUR 1,890,000,000)
Joint Lead Managers
Bank of Montreal, London Branch;
Bayerische Landesbank;
CIBC World Markets plc;
Commerzbank Aktiengesellschaft;
Erste Group Bank AG;
Nordea Bank Abp;
Swedbank AB (publ); and
The Toronto-Dominion Bank
(EUR 33,800,000 each)
Co-Lead Managers
Banca Akros S.p.A. Gruppo Banco BPM;
Bankia SA;
CaixaBank, S.A.;
DZ
BANK
AG
Deutsche
Zentral-
Genossenschaftsbank, Frankfurt am Main;
HYPO NOE Landesbank für Niederösterreich und
Wien AG;
KBC Bank NV;
Landesbank Hessen-Thüringen Girozentrale; and
OP Corporate Bank plc
(EUR 11,200,000 each)

(ii)
Stabilisation Manager (if
BNP Paribas
any):

(iii)
If non-syndicated, name of
Not applicable
relevant Dealer:
71.
Total commission and concession:
0.30 per cent. of the Aggregate Nominal Amount
72.
U.S. Selling Restrictions:
Reg. S Compliance Category 2; TEFRA Not
applicable
73.
Non exempt Offer:
Not applicable

7

PART B OTHER INFORMATION

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 12,575
related to admission to
trading:
2.
Ratings

Ratings:
The Notes to be issued are expected to be rated Baa1
by Moody's Investors Services Ltd. ("Moody's), A- by
S&P Global Ratings Europe Limited ("S&P"), A+ by by
Fitch France SAS ("Fitch") and A (High) by BDRS
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).

9

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.
Fixed Rate Notes only  Yield

Indication of yield:
2.237 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.
Floating Rate Notes only  Historic Interest Rates
Details of historic EURIBOR rates can be obtained from Reuters.
6.
Operational Information

(i)
ISIN:
FR0013398070
(ii)
Common Code:
193924549
(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
(v)
Additional Paying Agent(s)
Not applicable
(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
Not applicable
Registration Agent:
7.
EU Benchmarks Regulation

EU Benchmarks Regulation: Article
Applicable: Amounts payable under the Notes are
29(2) statement on benchmarks:
calculated by reference to EURIBOR, which is
provided by the European Money Markets Institute
(the "Administrator").

As far as the Issuer is aware, the transitional

10