Bond BNP Paribas SA 1.545% ( XS1936843355 ) in JPY

BNP Paribas SA

100 % ⇌

France

XS1936843355 ( in JPY )

1.545% per year ( payment 1 time a year)

22/01/2029

Prospectus brochure of the bond BNP Paribas XS1936843355 en JPY 1.545%, maturity 22/01/2029

100 000 JPY

31 600 000 000 JPY

22/01/2026 ( In 244 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 JPY 31,600,000,000 bond (XS1936843355) maturing January 22, 2029, offering a 1.545% coupon, with a minimum purchase amount of JPY 100,000 and currently trading at 100%.

Execution version
FINAL TERMS
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, subject to the distributor's suitability and appropriateness
obligations under MiFID II, as applicable.
NO PROSPECTUS IS REQUIRED IN ACCORDANCE WITH DIRECTIVE 2003/71/EC FOR THE
ISSUE OF NOTES DESCRIBED BELOW.
Final Terms dated 18 January 2019
BNP PARIBAS
(incorporated in France)
(the "Issuer")
Legal entity identifier ("LEI"): R0MUWSFPU8MPRO8K5P83
Issue of JPY 31,600,000,000 Fixed to Floating Senior Non Preferred Notes due 22 January 2029
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 sections entitled "Terms and Conditions of the English Law Notes" in the
Base Prospectus dated 5 July 2018 which received visa n° 18-288 from the Autorité des marchés financiers
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 (the "Base Prospectus"). This document constitutes the Final
Terms of the Notes described herein and must be read in conjunction with the Base Prospectus. Full
information on the Issuer and 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). 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:
18974
(ii)
Tranche Number:
1
3.
Specified Currency:
Japanese Yen ("JPY")
4.
Aggregate Nominal Amount:

(i)
Series:
JPY 31,600,000,000
(ii)
Tranche:
JPY 31,600,000,000
5.
Issue Price of Tranche:
100 per cent. of the Aggregate Nominal Amount
6.
Minimum Trading Size:
Not applicable
7.
(i)
Specified Denominations:
JPY 100,000,000
(ii)
Calculation Amount:
JPY 100,000,000
8.
(i)
Issue Date and Interest
22 January 2019
Commencement Date:
(ii)
Interest Commencement Date
Not applicable
(if different from the Issue
Date):
9.
(i)
Maturity Date:
The Interest Payment Date falling on or nearest to 22
January 2029.
(ii)
Business
Day
Convention Not applicable

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
13.
Redemption/Payment Basis:
Redemption at par

2

14.
Change of Interest Basis or
The initial Interest Basis shall be Fixed Rate until the First
Redemption/Payment Basis:
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(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
(i)
Interest Period(s):
From and including the Interest Commencement Date to
but excluding the following Interest Payment Date falling
on or about 22 July 2019. 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):
22 January and 22 July in each year from and including
22 July 2019 to and including the Maturity Date
(iii)
Business Day Convention for
Not applicable to Fixed Rate Interest Periods. Modified
Interest Period End Date(s):
Following applicable to Floating Rate Interest Periods
only.
(iv)
Interest Payment Date(s):
22 January and 22 July in each year from and including
22 July 2019 to and including the Maturity Date
(v)
Business Day Convention for
Modified Following
Interest Payment Date(s):
(vi)
Party responsible for
Calculation Agent
calculating the Rate(s) of
Interest and Interest Amount(s):
(vii)
Margin(s):
1.35 per cent. applicable to the Floating Rate Interest
Periods only
(viii)
Minimum Interest Rate:
0.00 per cent.
(ix)
Maximum Interest Rate:
Not applicable
(x
)
Day Count Fraction:
30/360, Unadjusted (applicable to the Fixed Rate Interest
Periods)
Act/360, Adjusted (applicable to the Floating Rate Interest
Periods)
(xi)
Determination Dates:
Not applicable
(xii)
Accrual to Redemption:
Applicable
(xiii)
Rate of Interest:
Fixed Rate to Floating Rate

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(xiv)
Coupon Rate:
Not applicable
24.
Fixed Rate Provisions:
Applicable
from
and
including
the
Interest
Commencement Date to but excluding the First Optional
Redemption Date
(i)
Fixed Rate of Interest:
1.545 per cent. per annum payable semi-annually in
arrear on each Interest Payment Date
(ii)
Fixed Coupon Amount(s):
JPY 772,500 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
(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:
6 month JPY LIBOR
(ii)
Interest Determination Date(s):
Second Tokyo business day prior to the start of each
Interest Period
(iii)
Specified Time:
11:00 am Tokyo time
(iv)
Relevant Screen Page:
Reuters LIBOR01 page
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
Not applicable
Provisions:
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
Not applicable
Interest Provisions:

37.
Underlying Interest Rate Linked Interest
Not applicable
Provisions:
38.
Additional Business Centre(s)
Tokyo, TARGET2, London and New York
(Condition 3(e) of the Terms and
Conditions of the English Law Notes
and Condition 3(e) of the Terms and
Conditions of the French Law Notes):
PROVISIONS RELATING TO REDEMPTION
39.
Final Redemption Amount:
Calculation Amount x 100 per cent.
40.
Final Payout:
Not applicable

4

41.
Automatic Early Redemption:
Not applicable
42.
Issuer Call Option:
Applicable
(i)
Optional Redemption Date:
The Interest Payment Date falling on or about 22 January
2028 (the "First Optional Redemption Date")
(ii)
Optional Redemption Valuation
Not applicable
Date:
(iii)
Optional Redemption Amount:
Calculation Amount x 100 per cent.

(iv)
If redeemable in part:

(a)
Minimum Redemption
Not applicable
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 Amount:
Not applicable
48.
Commodity Linked Redemption
Not applicable
Amount:
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 Not applicable
Redemption Amount:
53.
Underlying Interest Rate Linked
Not applicable
Redemption Amount:
54.
Events of Default for Senior Preferred Not applicable
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 in
settlement:
respect of the Notes.
(ii)
Variation
of
Settlement
of Not applicable
Physical Delivery Notes:
59.
CNY Payment Disruption Event:
Not applicable

5

GENERAL PROVISIONS APPLICABLE TO THE NOTES
60.
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.
61.
Identification information of Holders:
Not Applicable
62.
Financial Centre(s) or other special
Tokyo, TARGET2, London and New York
provisions relating to Payment Days for
the purposes of Condition 4(a) of the
Terms and Conditions of the English
Law Notes or Condition 4(b) of the
Terms and Conditions of the French
Law Notes, as the case may be:
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:
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 in
Not applicable
instalments: amount of each instalment,
date on which each payment is to be
made:
66.
Redenomination, renominalisation and
Not applicable
reconventioning provisions:
67.
Masse (Condition 12 of the Terms and
Not applicable
Conditions of the French Law Notes):
68.
Governing law:
English law. Condition 2(a) is governed by French law.
69.
Calculation Agent:
BNP Paribas Securities Services
DISTRIBUTION

70.
(i)
If syndicated, names of
Lead Manager
Managers and underwriting
BNP Paribas
commitments/quotas (material
features) (specifying Lead
(JPY 15,700,000,000)
Manager):
Joint Lead Managers
Daiwa Capital Markets Europe Limited
(JPY 6,300,000,000)
Mizuho International plc
(JPY 4,800,000,000)

6

PART B OTHER INFORMATION

1.
Listing and Admission to trading

(i)
Listing and admission to trading:
Not applicable
(ii)
Estimate
of
total
expenses Not applicable
related to admission to trading:
2.
Ratings

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

Each of S&P, Moody's and Fitch France is established
in the European Union and is registered under
Regulation (EC) No. 1060/2009 (as amended).
3.
Yield:
1.545 per cent. per annum
The yield is calculated as at the Issue Date on the basis
of the Issue Price. It is not an indication of future yield.
4.
Floating Rate Notes only  Historic Interest Rates
Details of historic JPY LIBOR rates can be obtained from Reuters.
5.
Operational Information

(i)
ISIN:
XS1936843355
(ii)
Common Code:
193684335
(iii)
Any clearing system(s) other
Not applicable
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
Not applicable
any):
(vi)
Intended to be held in a manner
No. Whilst the designation is specified as "no" at the
which would allow Eurosystem
date of these Final Terms, should the Eurosystem
eligibility:
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:
6.
EU Benchmarks Regulation

8

EU Benchmarks Regulation: Article 29(2) Applicable: Amounts payable under the Notes will, from
statement on benchmarks:
and including the First Optional Redemption Date to the
Maturity Date, be calculated by reference to JPY
LIBOR, which is provided by ICE Benchmark
Administration Limited ("ICE").
As at the date of these Final Terms, ICE is included in
the register of Administrators and Benchmarks
established and maintained by the European Securities
and Markets Authority pursuant to article 36 of the
Benchmarks Regulation (Regulation (EU) 2016/1011).

9