Obligation BNP Paribas SA 2.25% ( XS1470601656 ) en EUR

BNP Paribas SA

100 % ⇌

France

XS1470601656 ( en EUR )

2.25% par an ( paiement annuel )

11/01/2027

Prospectus brochure de l'obligation BNP Paribas XS1470601656 en EUR 2.25%, échéance 11/01/2027

100 000 EUR

750 000 000 EUR

11/01/2026 ( Dans 233 jours )

BNP Paribas est une banque internationale française, l'une des plus grandes d'Europe, offrant une large gamme de services financiers aux particuliers, entreprises et institutions.

L'Obligation émise par BNP Paribas SA ( France ) , en EUR, avec le code ISIN XS1470601656, paye un coupon de 2.25% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 11/01/2027

Final Terms dated 9 April 2019

BNP PARIBAS
(incorporated in France)
(the Issuer)
Legal entity identifier (LEI): R0MUWSFPU8MPRO8K5P83

Issue of EUR 120,000,000 2.25 per cent. Subordinated Notes due 11 January 2027
as Tranche 3 of Series 17852
(the Notes)
to be consolidated and form a single Series with
EUR 750,000,000 2.25 per cent. Subordinated Notes due 11 January 2027
issued on 11 August 2016 as Tranche 1 of Series 17852 and
EUR 150,000,000 2.25 per cent. Subordinated Notes due 11 January 2027
issued on 16 November 2017 as Tranche 2 of Series 17852
(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.

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 English Law Notes" in
the Base Prospectus dated 13 June 2016 which received visa n° 16-242 from the Autorité des marches
financiers (the "AMF") on 13 June 2016, the Supplement to it dated 1 August 2016 which received visa
n° 16-377 from the AMF on 1 August 2016 and the Supplement to it dated 3 November 2016 which
received visa n° 16-514 from the AMF on 3 November 2016 which are incorporated by reference in the
Base Prospectus dated 5 July 2018. This document constitutes the Final Terms of the Notes described
herein, and must be read in conjunction with the Base Prospectus dated 5 July 2018 which received
visa n° 18-288 from the AMF on 5 July 2018 and the Supplements thereto dated 6 August 2018, 9
November 2018, 14 February 2019 and 18 March 2019 (copies of which are available as described
below) which together constitutes a base prospectus (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 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 Supplements to the Base Prospectus are also available on the AMF website (www.amf-
france.org). 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:
17852

Tranche Number:
3

The Notes will on or about the date which is 40 days
following the Issue Date (estimated to be 21 May
2019) be consolidated and form a single Series with
the Existing Notes.
3.
Specified Currency:
EUR as defined in the definition of "Relevant
Currency" in Condition 4 (Payments, Physical
Delivery and Exchange of Talons)
4.
Aggregate Nominal Amount:

Series:
1,020,000,000

Tranche:
120,000,000
5.
Issue Price of Tranche:
104.0178 per cent. of the Aggregate Nominal Amount
plus accrued interest from and including the Interest
Commencement Date to but excluding the Issue Date
amounting to EUR 665,753.42
6.
Minimum Trading Size:
Not applicable
7.
(i)
Specified Denominations:
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
EUR 1,000
(Applicable to Notes in
definitive form):
8.
(i)
Issue Date:
11 April 2019

2

Interest Commencement
11 January 2019
Date (if different from the
Issue Date):
9.
(i)
Maturity Date:
11 January 2027
(ii)
Business Day Convention Not applicable

for Maturity Date:
10.
Form of Notes:
Bearer
11.
Interest Basis:
2.25 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
Not applicable
Redemption/Payment Basis:
15.
Put/Call Options:
Not applicable
16.
Exchange Rate:
Not applicable
17.
Status of the Notes:
Subordinated
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 Period(s):
From and including the Interest Payment Date falling
on 11 January 2019 to but excluding the Interest
Payment Date falling on 11 January 2020. Thereafter
from and including each Interest Payment Date to but
excluding the following Interest Payment Date up to
the Maturity Date.

Interest Period End
11 January in each year from and including 11
Date(s):
January 2019 to and including the Maturity Date

Business Day Convention
Not applicable
for Interest Period End
Date(s):

Interest Payment Date(s):
11 January in each year from and including 11
January 2019 to and including the Maturity Date

Business Day Convention
Following
for Interest Payment
Date(s):

Party responsible for
Not applicable
calculating the Rate(s) of
Interest and Interest
Amount(s) (if not the
Calculation Agent):

3

Margin(s):
Not applicable

Minimum Interest Rate:
Not applicable

Maximum Interest Rate:
Not applicable

Day Count Fraction:
Actual/Actual (ICMA)

Determination Dates:
11 January in each year

Accrual to Redemption:
Applicable

Rate of Interest:
Fixed Rate

Coupon Rate:
Not applicable
24.
Fixed Rate Provisions:
Applicable

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

Fixed Coupon Amount(s):
EUR 22.50 per Calculation Amount

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.
Share Linked Interest Provisions:
Not applicable
32.
Inflation Linked Interest Provisions:
Not applicable
33.
Commodity Linked Interest
Not applicable
Provisions:
34.
Fund Linked Interest Provisions:
Not applicable
35.
ETI Linked Interest Provisions:
Not applicable
36.
Foreign Exchange (FX) Rate
Not applicable
Linked Interest Provisions:

37.
Underlying Interest Rate Linked
Not applicable
Interest Provisions:
38.
Additional Business Centre(s)
Not applicable
(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
41.
Automatic Early Redemption:
Not applicable

4

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
Not applicable
Amount:
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.
Early Redemption Amount(s):
Calculation Amount Percentage: Calculation Amount
x 100 per cent.
55.
Provisions applicable to Physical
Not applicable
Delivery:
56.
Variation of Settlement
Not applicable
57.
CNY Payment Disruption Event:
Not applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES
58.
Form of Notes:
Bearer Notes:
New Global Note:
No

Temporary Bearer Global Note exchangeable for a
Permanent Bearer Global Note which is
exchangeable for definitive Bearer Notes only upon
an Exchange Event.
59.
Identification information of
Not applicable
Holders:
60.
Financial Centre(s) or other special
Not applicable
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:
61.
Talons for future Coupons or
No
Receipts to be attached to
definitive Notes (and dates on
which such Talons mature):

5

62.
Details relating to Partly Paid
Not applicable
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:
63.
Details relating to Notes
Not applicable
redeemable in instalments: amount
of each instalment, date on which
each payment is to be made:
64.
Redenomination, renominalisation
Not applicable
and reconventioning provisions:
65.
Masse (Condition 12 of the Terms
Not applicable
and Conditions of the French Law
Notes):
66.
Governing law:
English law. Condition 2(b) is governed by French
law.
67.
Calculation Agent:
Not applicable
DISTRIBUTION

68.
(i)
If syndicated, names of
Not applicable
Managers (specifying Lead
Manager):

Date of Subscription
Not applicable
Agreement:

Stabilisation Manager (if Not applicable
any):

If non-syndicated, name of
BNP Paribas
relevant Dealer:
69.
Total commission and concession:
Not applicable
70.
U.S. Selling Restrictions:
Reg. S Compliance Category 2; TEFRA D
71.
Non Exempt Offer:
Not applicable
72.
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.
73.
Prohibition of Sales to EEA Retail Not applicable
Investors:

6

PART B OTHER INFORMATION

1.
Listing and Admission to trading

(i)
Listing and admission to Application has been made by the Issuer (or on its
trading:
behalf) for the Notes to be listed on Euronext Paris
with effect from the Issue Date.

The Existing Notes are admitted to trading on
Euronext Paris.
(ii)
Estimate of total expenses EUR 7,025
related to admission to
trading:
2.
Ratings

Ratings:
The Notes to be issued are expected to be rated
Baa2 by Moody's Investors Service Ltd. ("Moody's"),
BBB+ by S&P Global Ratings ("S&P"), A by Fitch
France S.A.S. ("Fitch France") and A by DBRS
Ratings Limited ("DBRS Limited").

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.
Operational Information

(i)
ISIN:
Temporary ISIN: XS1978555842
Permanent ISIN: XS1470601656
(ii)
Common Code:
Temporary Common Code: 197855584
Permanent Common Code: 147060165
(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)
Not applicable
(if any):
(vi)
Intended to be held in a
No. Whilst the designation is specified as "no" at the
manner which would allow
date of these Final Terms, should the Eurosystem
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

8

satisfied that Eurosystem eligibility criteria have
been met.
(vii)
Name and address of
Not applicable
Registration Agent:

9

Document Outline

#1">BNPP 17852 T3 FINAL TERMS SUBTIER2 EXECUTIONCOPY
#7">signed page 7 Fts 17852T3
#8">BNPP 17852 T3 FINAL TERMS SUBTIER2 EXECUTIONCOPY