BNP Paribas — Capital/Financing Update 2013

Aug 26, 2013

Final Terms dated 26 August 2013

BNP PARIBAS

(incorporated in France)

(the Issuer)

Issue of EUR 50.000.000 Index Linked Redemption Notes due 3 January 2019

under the €90,000,000,000

Euro Medium Term Note Programme

(the Programme)

Dealer: BNP Paribas UK Limited

The Securities are offered to the public in France from 26 August 2013 to 20 December 2013

Any person making or intending to make an offer of the Notes may only do so:

• in those Public Offer Jurisdictions mentioned in Paragraph 62 of Part A below, provided such $(a)$ person is of a kind specified in that paragraph and that the offer is made during the Offer Period specified in that paragraph; or
• otherwise in circumstances in which no obligation arises for the Issuer or any Dealer to $(b)$ 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; or

Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances.

The expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

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", "Annex 1 - Additional Terms and Conditions for Payouts" and "Annex 2 - Additional Terms and Conditions for Index Linked Notes" in the Base Prospectus dated 3 June 2013 which received visa no 13-258 from the Autorité des marchés financiers ("AMF") on 3 June 2013 and the supplement to the Base Prospectus dated 8 August 2013 which together constitute a base prospectus for the purposes of the Directive 2003/71/EC (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 and these Final Terms (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), 33, rue de Gasperich, Howald - Hesperange, L-2085 Luxembourg and (save in respect of the Final Terms) on the Issuer's website (www.invest.bnpparibas.com). 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 the Luxembourg Stock Exchange (www.bourse.lu). A

copy of these Final Terms, the Base Prospectus and the Supplement will be sent free of charge by the Issuer to any investor requesting such documents.

1.	Issuer:		BNP Paribas
2.	(i)	Series Number:	16001
	(ii)	Tranche Number:	1
3.		Specified Currency:	Euro ("EUR")
4.		Aggregate Nominal Amount:
	(i)	Series:	EUR 50,000,000
	(ii)	Tranche:	EUR 50,000,000
5.		Issue Price of Tranche:	100 per cent. of the Aggregate Nominal Amount
6.		Minimum Trading Size:	Not Applicable
7.	(i)	Specified Denominations:	EUR 1,000
	(ii)	Calculation Amount:	EUR 1,000
8.	Issue Date:		26 August 2013
9.	Maturity Date:		3 January 2019 or if that is not a Business Day the immediately succeeding Business Day
10.	Form of Notes:		Bearer
11.		Interest Basis:	Non-interest bearing
12.	Redemption/Payment Basis:		Index Linked Redemption
			Payout Switch: Not applicable
13.		Change of Interest Basis or Redemption/Payment Basis:	Not Applicable
14.		Put/Call Options:	Not applicable
15.		Exchange Rate	Not Applicable
16.		Status of the Notes:	Senior
17.		Knock-in Event:	Not Applicable
18.		Knock-out Event:	Not Applicable
19.		Method of distribution:	Non-syndicated
20.	Interest:		Not applicable
21.		Fixed Rate Provisions:	Not Applicable
22.		Floating Rate Provisions:	Not Applicable
23.		Zero Coupon Provisions:	Not Applicable

24.	Index Linked Interest Provisions:	Not Applicable
25.	Share Linked Interest Provisions	Not Applicable
26.	Inflation Linked Interest Provisions:	Not Applicable
27.	Commodity Linked Interest Provisions:	Not Applicable
28.	Fund Linked Interest Provisions:	Not Applicable
29.	ETI Linked Interest Provisions:	Not Applicable
30.	Foreign Exchange (FX) Rate Linked Interest Provisions:	Not Applicable
31.	Underlying Interest Rate Linked Interest Provisions:	Not Applicable
32.	Additional Business Centre(s) (Condition 3(b) of the Terms and Conditions of the English Law Notes or Condition 3(b) of the Terms and Conditions of the French Law Notes, as the case may be):	Not Applicable
33.	Final Redemption:	Final Payout
34.	Final Payout:	SPS Vanilla Call Notes
		Calculation Amount multiplied by:
		80% + Max (Final Redemption Value – 80%, 0%)

Where:

"Closing Level" means, in respect of the Underlying Reference and a Scheduled Trading Day, the official closing level of such Underlying Reference on such day as determined by the Calculation Agent, subject as provided in Index Linked Notes Condition 2 (Adjustments to an Index).

"Final Redemption Value" means in respect of the SPS Vanilla Call Notes, the Underlying Reference Value on the applicable SPS Valuation Date.

"SPS Valuation Date" means the Valuation Date or the Strike Date as the case may be.

"Strike Price Closing Value: Applicable

"Underlying Reference" is set out in item 39(i) below

"Underlying Reference Closing Price Value" means, in respect of a SPS Valuation Date, the Closing Level in respect of such day.

"Underlying Reference Strike Price" means in

			respect of the Underlying Reference, the Underlying Closing Price Value of such Underlying Reference on the Strike Date
			"Underlying Reference Value" means, in respect of the Underlying Reference and a SPS Valuation Date, (i) the Underlying Reference Closing Price Value in respect of such SPS Valuation Date (ii) divided by the Underlying Reference Strike Price.
35.		Automatic Early Redemption:	Not Applicable
36.		Issuer Call Option:	Not Applicable
37.		Noteholder Put Option:	Not Applicable
38.	Aggregation:		Not Applicable
39.		Index Linked Redemption Amount:	Applicable
	(i)	Index/Basket of Indices:
			EURO STOXX 50® Index
			Composite Index
	(ii)	Index Currency:	EUR
	(iii)	Screen Page:	Bloomberg SX5E Index, or any successor thereto
	(iv)	Specified Maximum Days of Disruption:	Eight (8) Scheduled Trading Days
	(v)	Strike Date:	20 December 2013
	(vi)	Averaging:	Averaging does not apply to the Notes.
		Redemption Valuation Date:	20 December 2018
	(vii)
	(viii)	Observation Date(s):	Not applicable
	(ix)	Observation Period:	Not applicable
	(x)	Exchange Business Day:	Single Index
	(x i )	Scheduled Trading Day:

Single Index

(xii)	Exchange(s) and Index Sponsor:	EUREX and Stoxx Limited, or any successors thereto
(xiii)	Related Exchange:
		All Exchanges
(xiv)	Weighting:
		Not applicable
(xv)	Valuation Time:
		Scheduled Closing Time
(xvi)	Index Correction Period:
(xvii)	Optional Additional Disruption Events:	As per the Conditions
		The Additional following Optional Disruption Events apply to the Notes:
		- Change in Law
		- Hedging Disruption
		Trade Date: 5 August 2013
		Delayed Redemption on the Occurrence of Additional Disruption Event and/or Optional Additional Disruption Event: Not applicable
(xviii)	Market Disruption:
		Specified Maximum Days of Disruption will be equal to eight (8)
(xix)	Delayed Redemption on the Occurrence of Index Adjustment Event:	Not applicable
(xx)	Additional provisions applicable to Custom Indices:
		Not Applicable
	Share Linked Redemption Amount:	Not Applicable

40.

41.	Inflation Linked Redemption Amount:		Not Applicable
42.	Amount:	Commodity Linked Redemption	Not Applicable
43.	Fund Linked Redemption Amount:		Not Applicable
44.		Credit Linked Notes:	Not Applicable
45.		ETI Linked Redemption Amount:	Not Applicable
46.	Foreign	Exchange (FX) Rate Linked Redemption Amount:	Not Applicable
47.		Underlying Interest Rate Linked Redemption Amount:	Not Applicable
48.		Early Redemption Amount:
		Early Redemption Amount(s):	Market Value less Costs
49.	Delivery:	Provisions applicable to Physical	Not Applicable
50.		Variation of Settlement:
	(i)	Issuer's option to vary settlement:	The Issuer does not have the option to vary settlement in respect of the Notes.
	(ii)	Variation of Settlement of Physical Delivery Notes:	Not Applicable
51.		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.
52.	Financial Centre(s) or other special provisions relating Payment to the Days for purposes of Condition $4(a)$ :		TARGET2
53.	Talons for future Coupons or Receipts to be attached to definitive Notes (and dates on which such Talons mature):		No.
54.	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 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

55.	Details	relating Notes to redeemable in instalments: amount of each instalment, date on which each payment is to be made:	Not Applicable
56.		Redenomination, renominalisation and reconventioning provisions:	Not Applicable
57.	Masse (Condition 12 of the Terms and Conditions of the French Law Notes):		Not Applicable
58.		Governing law:	English law
59.	(i)	If syndicated, names and addresses of Managers and underwriting commitments (specifying Lead Manager):	Not Applicable
	(ii)	Date of Subscription Agreement:	Not Applicable
	(iii)	Stabilising Manager (if $any)$ :	Not Applicable
60.		Total commission and concession:	Not Applicable
61.		U.S. Selling Restrictions:	Reg. S Compliance Category 2; TEFRA D
62.	Non exempt Offer:		Applicable

An offer of the Notes may be made by the Dealer, BNP Paribas and Barclays (the "Initial Authorised Offerors") and any additional financial intermediaries who have or obtain the Issuer's consent to use the Base Prospectus in connection with the Non-exempt Offer and who are identified on the Issuer's website at (https://ratesglobalmarkets.

bnpparibas.com/gm/Public/LegalDocs.aspx) as an Authorised Offeror being persons to whom the issuer
has given consent, (the "Authorised Offerors") other than pursuant to Article 3(2) of the Prospectus Directive in France (the "Public Offer Jurisdiction") during the period from 26 August 2013 until 20 December 2013 (the "Offer Period"). See further Paragraph 7 of Part B below.

General Consent: Not Applicable

Other Conditions to consent: Not Applicable.

RESPONSIBILITY

The Issuer accepts responsibility for the information contained in these Final Terms. Signed on behalf of the Issuer:

By: MyCOUP

PART B - OTHER INFORMATION

$1.$ Listing and Admission to trading

• $(i)$ Listing: Luxembourg Stock Exchange's Official List
• $(ii)$ Admission to trading: Application has been made for the Notes to be admitted to trading on the Luxembourg Stock Exchange's Regulated Market with effect from the Issue Date
• $(iii)$ Estimate of total expenses EUR 2.990 related to admission to trading:
• $2.$ Ratings The Notes have not been rated.

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

Save for any fees payable to the Dealer and save as discussed in the "Potential Conflicts of Interest paragraph in the "Risk Factors" in the Base Prospectus", 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

• Reasons for the offer: See "Use of Proceeds" wording in Base Prospectus. $(i)$
• $(ii)$ Estimated net proceeds: EUR 50,000,000
• $(iii)$ Estimated total expenses: EUR 2,990 in listing expenses

5. Performance of Indices and Other Information concerning the Underlying Reference

Calculation methodology, details of past performance and other background information in respect of the index may be obtained from the website of the relevant Index Sponsor and/or the relevant Screen Page as follows:

Index	Website	Screen Page
EURO STOXX 50® Index	www.stoxx.com	Bloomberg SX5E

The Notes are subject to market disruption event provisions and adjustment rules in relation to events concerning the underlying Index.

INDEX DISCLAIMER

STOXX and its licensors (the "Licensors") have no relationship to BNP PARIBAS, other than the licensing of the EuroStoxx50® and the related trademarks for use in connection with the Notes.

STOXX and its Licensors do not:

• · Sponsor, endorse, sell or promote the Notes.
• Recommend that any person invest in the Notes or any other securities.

• Have any responsibility or liability for or make any decisions about the timing, amount or pricing of Notes.

• Have any responsibility or liability for the administration, management or marketing of the Notes.

• Consider the needs of the Notes or the owners of the Notes in determining, composing or calculating the EuroStoxx50® or have any obligation to do so.

STOXX and its Licensors will not have any liability in connection with the Notes. Specifically,

• STOXX and its Licensors do not make any warranty, express or implied and disclaim any and all warranty about:

• The results to be obtained by the Notes, the owner of the Notes or any other person in connection with the use of

the EuroStoxx50® and the data included in the EuroStoxx50®:

• The accuracy or completeness of the EuroStoxx50® and its data:

• The merchantability and the fitness for a particular purpose or use of the EuroStoxx50® and its data;

• STOXX and its Licensors will have no liability for any errors, omissions or interruptions in the EuroStoxx50® or its data;

. Under no circumstances will STOXX or its Licensors be liable for any lost profits or indirect, punitive, special or consequential damages or losses, even if STOXX or its Licensors knows that they might occur.

The licensing agreement between BNP PARIBAS and STOXX is solely for their benefit and not for the benefit of the owners of the Notes or any other third parties.

General disclaimer

Neither the Issuer nor the Guarantor shall have any liability for any act or failure to act by an Index Sponsor in connection with the calculation, adjustment or maintenance of an Index. Except as disclosed prior to the Issue Date, neither the Issuer, the Guarantor nor their affiliates has any affiliation with or control over the computation, composition or dissemination of an Index. Although the Calculation Agent will obtain information concerning an Index from publicly available sources it believes reliable, it will not independently verify this information. Accordingly, no representation, warranty or undertaking (express or implied) is made and no responsibility is accepted by the Issuer, the Guarantor, their affiliates or the Calculation Agent as to the accuracy, completeness and timeliness of information concerning an Index.

6. OPERATIONAL INFORMATION

(i)		ISIN Code:
-----	--	-------------------	--

XS0960946985

• Common Code: 096094698 $(ii)$
• $(iii)$ Any clearing system(s) other than Euroclear and Clearstream, Luxembourg

approved by the Issuer and the Principal Paving Agent and the relevant identification number(s):

• $(iv)$ Delivery: Delivery against payment $(v)$ Additional Paying Agent(s) Not Applicable $(if any):$ $(vi)$ CMU Instrument No.: Not Applicable CMU Lodging Agent: Not Applicable $(vii)$
• (viii) CMU Paying Agent:
• Intended to be held in a $(ix)$ 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.

$(x)$ Name and address of Registration Agent:

Not Applicable

Applicable

See paragraph 62 above.

Not Applicable

Not Applicable

$\overline{7}$ . Public Offers

Offer Period:

Offer Price:

The Offer Price on each date as specified in the

			table below:
8/26/2013	99.90%	10/24/2013	99.95%
8/27/2013	99.91%	10/25/2013	99.95%
8/28/2013	99.91%	10/26/2013	99.95%
8/29/2013	99.91%	10/27/2013	99.96%
8/30/2013	99.91%	10/28/2013	99.96%
8/31/2013	99.91%	10/29/2013	99.96%
9/1/2013	99.91%	10/30/2013	99.96%
9/2/2013	99.91%	10/31/2013	99.96%
9/3/2013	99.91%	11/1/2013	99.96%
9/4/2013	99.91%	11/2/2013	99.96%
9/5/2013	99.91%	11/3/2013	99.96%
9/6/2013	99.91%	11/4/2013	99.96%
9/7/2013	99.91%	11/5/2013	99.96%
9/8/2013	99.92%	11/6/2013	99.96%
9/9/2013	99.92%	11/7/2013	99.96%
9/10/2013	99.92%	11/8/2013	99.97%
9/11/2013	99.92%	11/9/2013	99.97%
9/12/2013	99.92%	11/10/2013	99.97%
9/13/2013	99.92%	11/11/2013	99.97%

9/14/2013	99.92%	11/12/2013	99.97%
9/15/2013	99.92%	11/13/2013	99.97%
9/16/2013	99.92%	11/14/2013	99.97%
9/17/2013	99.92%	11/15/2013	99.97%
9/18/2013	99.92%	11/16/2013	99.97%
9/19/2013	99.92%	11/17/2013	99.97%
9/20/2013	99.93%	11/18/2013	99.97%
9/21/2013	99.93%	11/19/2013	99.97%
9/22/2013	99.93%	11/20/2013	99.98%
9/23/2013	99.93%	11/21/2013	99.98%
9/24/2013	99.93%	11/22/2013	99.98%
9/25/2013	99.93%	11/23/2013	99.98%
9/26/2013	99.93%	11/24/2013	99.98%
9/27/2013	99.93%	11/25/2013	99.98%
9/28/2013	99.93%	11/26/2013	99.98%
9/29/2013	99.93%	11/27/2013	99.98%
9/30/2013	99.93%	11/28/2013	99.98%
10/1/2013	99.93%	11/29/2013	99.98%
10/2/2013	99.94%	11/30/2013	99.98%
10/3/2013	99.94%	12/1/2013	99.98%
10/4/2013	99.94%	12/2/2013	99.99%
10/5/2013	99.94%	12/3/2013	99.99%
10/6/2013	99.94%	12/4/2013	99.99%
10/7/2013	99.94%	12/5/2013	99.99%
10/8/2013	99.94%	12/6/2013	99.99%
10/9/2013	99.94%	12/7/2013	99.99%
10/10/2013	99.94%	12/8/2013	99.99%
10/11/2013	99.94%	12/9/2013	99.99%
10/12/2013	99.94%	12/10/2013	99.99%
10/13/2013	99.94%	12/11/2013	99.99%
10/14/2013	99.94%	12/12/2013	99.99%
10/15/2013	99.95%	12/13/2013	99.99%
10/16/2013	99.95%	12/14/2013	100.00%
10/17/2013	99.95%	12/15/2013	100.00%
10/18/2013	99.95%	12/16/2013	100.00%
10/19/2013	99.95%	12/17/2013	100.00%
10/20/2013	99.95%	12/18/2013	100.00%
10/21/2013	99.95%	12/19/2013	100.00%
10/22/2013	99.95%	12/20/2013	100.00%
10/23/2013	99.95%

Conditions to which the offer is subject:

Offers of the Notes are conditional on their issue and on any additional conditions set out in the standard terms of business of the Authorised Offerors, notified to investors by such relevant Authorised Offerors.

The Issuer reserves the right to withdraw the offer and cancel the issuance of the Notes for any reason, in accordance with the Authorised Offerors at any time on or prior to the Issue Date. For the avoidance of doubt, if any application has been

	made by a potential investor and the Issuer exercises such a right, each such potential investor shall not be entitled to subscribe or otherwise acquire the Notes.
Description of the application process:	Application to subscribe for the Notes can be made in France at the offices of the relevant Authorised Offeror. The distribution of the Notes will be carried out in accordance with Authorised Offeror's usual procedures notified to investors by such Authorised Offeror.
	Prospective investors will not be required to enter into any contractual arrangements directly with the Issuer in relation to the subscription for the Notes
Details of the minimum and/or maximum
amount of application:	The minimum amount of application is the Specified Denomination.
	The maximum amount of application of Notes will be subject only to availability at the time of the application.
	There are no pre-identified allotment criteria. The Authorised Offerors will adopt allotment criteria that ensure equal treatment of prospective investors. All of the Notes requested through the Authorised Offerors during the Offer Period will be assigned up to the maximum amount of the Offer.
	In the event that during the Offer Period the requests exceed the total amount of the offer destined to prospective investors the Issuer, in accordance with the Authorised Offerors, will proceed to early terminate the Offer Period and will immediately suspend the acceptance of further requests.
Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants:	Not applicable
Details of the method and time limits for
paying up and delivering the Notes:	The Notes will be issued on the Issue Date against payment to the Issuer of the net subscription moneys. Investors will be notified by the relevant Authorised Offeror of their allocations of Notes and the settlement arrangements in respect thereof.
Manner and date in which results of the
offers are to be made public:	Not applicable

Procedure for exercise of any right of preemption, negotiability of subscription rights and treatment of subscription rights not exercised:

Not applicable

Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made:

Amount of any expenses and taxes specifically charged to the subscriber or purchaser:

Not applicable

No dealings in the Notes on a regulated market for the purposes of the Markets in Financial Instruments Directive 2004/39/EC may take place prior to the Issue Date.

There are no expenses or taxes charged to the subscriber or purchaser that the Issuer is aware of.

8. Placing and Underwriting

Name and address of the co-ordinator(s) of the global offer and of single parts of the offer:

Name and address of any paying agents and depository agents in each country (in addition to the Principal Paying Agent):

Entities agreeing to underwrite the issue on a firm commitment basis, and entities agreeing to place the issue without a firm commitment or under "best efforts" arrangements:

When the underwriting agreement has been or will be reached:

Details of the Authorised Offerors are available from the Manager upon request.

Not applicable

No underwriting commitment is undertaken by the Authorised Offerors.

Not applicable

ISSUE SPECIFIC SUMMARY

Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered in Sections $A - E(A.1 - E.7)$ . This Summary contains all the Elements required to be included in a summary for this type of Notes and Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in the summary because of the type of Notes, Issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element should be included in the summary explaining why it is not applicable.

Element	Title
A.1 Warning that the summary should be read as an introduction and provision as to claims	This summary should be read as an introduction to the $\bullet$ Base Prospectus and the applicable Final Terms. Any decision to invest in any Notes should be based on a consideration of the Base Prospectus as a whole, including any documents incorporated by reference and the applicable Final Terms.
		Where a claim relating to information contained in the Base Prospectus and the applicable Final Terms is brought before a court in a Member State of the European Economic Area, the plaintiff may, under the national legislation of the Member State where the claim is brought, be required to bear the costs of translating the Base Prospectus and the applicable Final Terms before the legal proceedings are initiated.
		No civil liability will attach to the Issuer in any such Member State solely on the basis of this summary, including any translation hereof, unless it is misleading, inaccurate or inconsistent when read together with the other parts of the Base Prospectus and the applicable Final Terms or, following the implementation of the relevant provisions of Directive 2010/73/EU in the relevant Member State, it does not provide, when read together with the other parts of the Base Prospectus and the applicable Final Terms, key information (as defined in Article 2.1(s) of the Prospectus Directive) in order to aid investors when considering whether to invest in the Notes.
A.2	Consent as to use the Base Prospectus, period of validity and other	Subject to the conditions set out below, the Issuer Consent: consents to the use of the Base Prospectus in connection with a Non- exempt Offer of Notes by the Dealer, BNP Paribas and Barclays, and each financial intermediary whose name is published on the Issuer's wehsite

Section A - Introduction and warnings

conditions attached	(https://rates- globalmarkets.bnpparibas.com/gm/Public/LegalDocs.aspx)
	and identified as an Authorised Offeror in respect of the relevant Non- exempt Offer (the "Authorised Offerors").
	Offer period: The Issuer's consent referred to above is given for Non- exempt Offers of Notes during the period 26 August 2013 until 20 December 2013 (the "Offer Period").
	Conditions to consent: The conditions to the Issuer's consent (in addition to the conditions referred to above) are that such consent (a) is only valid during the Offer Period and (b) only extends to the use of the Base Prospectus to make Non-exempt Offers of the relevant Tranche of Notes in France.
	AN INVESTOR INTENDING TO ACQUIRE OR ACQUIRING ANY NOTES IN A NON-EXEMPT OFFER FROM AN AUTHORISED OFFEROR WILL DO SO, AND OFFERS AND SALES OF SUCH NOTES TO AN INVESTOR BY SUCH AUTHORISED OFFEROR WILL BE MADE, IN ACCORDANCE WITH ANY TERMS AND OTHER ARRANGEMENTS IN PLACE BETWEEN SUCH AUTHORISED OFFEROR AND SUCH INVESTOR INCLUDING AS TO. PRICE, ALLOCATIONS AND SETTLEMENT ARRANGEMENTS. THE INVESTOR MUST LOOK TO THE AUTHORISED OFFEROR AT THE TIME OF SUCH OFFER FOR THE PROVISION OF SUCH INFORMATION AND THE AUTHORISED OFFEROR WILL BE RESPONSIBLE FOR SUCH INFORMATION.

Section B - Issuer

r.

. ಕರ್ನ

–−

Element	Title
B.1	Legal and commercial name of the Issuer	BNP Paribas ("BNPP" or the "Bank" or the "Issuer").
B.2	Domicile/ legal form/ legislation/ country of incorporation	The Issuer was incorporated in France as a société anonyme under French law and licensed as a bank, having its head office at 16, boulevard des Italiens - 75009 Paris, France.
B.4 b	Trend information	Macroeconomic Conditions: The Bank's results of operations are affected by the macroeconomic and market environment. Given the nature of its business, the Bank is particularly susceptible to macroeconomic and market conditions in Europe, which have experienced disruptions in recent years.

		financing.		While global economic conditions generally improved over the course of 2012, growth prospects diverge for advanced and developing economies in 2013 and going forward. In the Euro-zone, sovereign spreads came down in 2012 from historically high levels, although uncertainty remains over the solvability of certain sovereigns and the extent to which E.U. member states are willing to provide additional
		the regulation of foreign banks.		Legislation and Regulations Applicable to Financial Institutions: The Bank is affected by legislation and regulations applicable to global financial institutions, which are undergoing significant change in the wake of the global financial crisis. New measures that have been proposed and adopted include more stringent capital and liquidity requirements, taxes on financial transactions, restrictions and taxes on employee compensation, limits on commercial banking activities, restrictions of types of financial products, increased internal control and transparency requirements, more stringent business conduct rules, mandatory reporting and clearing of derivative transactions, requirements to mitigate risks relating to OTC derivatives and the creation of new and strengthened regulatory bodies. New or proposed measures that affect or will affect the Bank include the Basel 3 and CRD4 prudential frameworks, the related requirements announced by the EBA, the designation of the Bank as a systemically important financial institution by the FSB, the French banking law, the E.U. Liikanen proposal and the Federal Reserve's proposed framework for
B.5	Description of the Group	BNPP is a European leading provider of banking and financial services and has four domestic retail banking markets in Europe, namely in Belgium, France, Italy and Luxembourg. It is present in 78 countries and has almost 190,000 employees, including over 145,000 in Europe. BNPP is the parent company of the BNP Paribas Group (the "BNPP Group").
B.9	Profit forecast or estimate	Not applicable, the Issuer has not made a profit forecast or estimate.
B.10	Audit report qualifications	Not applicable, there are no qualifications in any audit report on the historical financial information included in the Base Prospectus.
B.12		Selected historical key financial information:
	In millions of EUR
			31/12/2011	31/12/2012
	Revenues		42,384	39,072
	Cost of risk		(6, 797)	(3,941)
	Net income, Group share		6,050	6,553

	Common Equity Tier 1 Ratio (Basel 2.5)	9.6%	11.8%
	Tier 1 Ratio	11.6%	13.6%
	Total consolidated balance sheet	1,965,283	1,907,290
	Consolidated loans and receivables due from customers	665,834	630,520
	Consolidated items due to customers	546,284	539,513
	Shareholders' equity (Group share)	75,370	85,886
	prospects of the Issuer since 31 December 2012.	Statements of no significant or material adverse change There has been no significant change in the financial or trading position of the BNPP Group since 31 December 2012 and there has been no material adverse change in the prospects of BNPP or the BNPP Group since 31 December 2012. There has been no significant change in the financial or trading position of the Issuer since 31 December 2012 and there has been no material adverse change in the
B.13	Events impacting the Issuer's solvency	Not applicable, to the best of the Issuer's knowledge, there have not been any recent events which are to a material extent relevant to the evaluation of the Issuer's solvency since 31 December 2012.
B.14	Dependence Subject to the following paragraph, BNPP is not dependent upon other upon other members of the BNPP Group. group entities In April 2004, BNPP began outsourcing IT Infrastructure Management Services to the "BNP Paribas Partners for Innovation" (BP 2 I) joint venture set up with IBM France at the end of 2003. BP 2 l provides IT Infrastructure Management Services for BNPP and several BNPP subsidiaries in France, Switzerland, and Italy. In mid-December 2011 BNPP renewed its agreement with IBM France for a period lasting until end-2017. At the end of 2012, the parties entered into an agreement to gradually extend this arrangement to BNP Paribas Fortis as from 2013. BP 2 I is 50/50-owned by BNPP and IBM France; IBM France is responsible for daily operations, with a strong commitment of BNPP as a significant shareholder. See also Element B.5 above.
B.15	Principal activities ٠	BNP Paribas holds key positions in its three activities: Retail Banking, which includes:
		a set of Domestic Markets, comprising:

			French Retail Banking (FRB),
			BNL bancacommerciale (BNL bc), Italian retail banking,
			Belgian Retail Banking (BRB),
			Other Domestic Markets activities, including Luxembourg Retail Banking (LRB);
			International Retail Banking, comprising:
			Europe-Mediterranean,
			BancWest;
			Personal Finance;
			Investment Solutions; and
			Corporate and Investment Banking (CIB).
B.16	Controlling shareholders		None of the existing shareholders controls, either directly or indirectly, the Issuer. The main shareholders are Société Fédérale de Participations et d'Investissement (SFPI) a public-interest société anonyme (public limited company) acting on behalf of the Belgian government holding 10.3% of the share capital as at 31 December 2012; AXA holding 5.3% of the share capital as at 31 December 2012 and Grand Duchy of Luxembourg holding 1.0% of the share capital as at 31 December 2012. To BNPP's knowledge, no shareholder other than SFPI or AXA owns more than 5% of its capital or voting rights.
B.17	Solicited credit ratings		BNPP's long term credit ratings are A+ with a negative outlook (Standard & Poor's Credit Market Services France SAS), A2 with a stable outlook (Moody's Investors Service Ltd.) and A+ with a stable outlook (Fitch France S.A.S.) The Notes have not been rated. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.

Section C - Notes

Element	Title
C.1	Type and class of Notes/ ISIN	The Notes are issued in Series. The Series Number of the Notes is 16001. The Tranche number is 1. The ISIN is: XS0960946985. The Common Code is: 096094698.

		The Notes are cash settled Notes.
C.2	Currency	The currency of this Series of Notes is Euro.
C.5	Restrictions on free transferability	The Notes will be freely transferable, subject to the offering and selling restrictions in Subscription and Sale and under the Prospectus Directive and the laws of any jurisdiction in which the relevant Notes are offered or sold.
C.8	Rights attaching to the Notes	Notes issued under the Programme will have terms and conditions relating to, among other matters: Status and Subordination The Notes are Senior Notes. Notes constitute Senior direct. unconditional. and unsecured unsubordinated obligations of the Issuer and rank and will rank pari passu among themselves and at least pari passu with all other direct, unconditional, unsecured and unsubordinated indebtedness of the Issuer (save for statutorily preferred exceptions).
		Negative pledge
		The terms of the Notes will not contain a negative pledge provision.
		Events of Default
		The terms of the Senior Notes will contain events of default including non-payment, non-performance or non-observance of the Issuer's obligations in respect of the Notes and the insolvency or winding up of the Issuer.
		Meetings The terms of the Notes will contain provisions for calling meetings of holders of such Notes to consider matters affecting their interests generally. These provisions permit defined majorities to bind all holders, including holders who did not attend and vote at the relevant meeting and holders who voted in a manner contrary to the majority.
		Taxation All payments in respect of Notes will be made without deduction for or on account of withholding taxes imposed by France or any political subdivision or any authority thereof or therein having power to tax or any

		other jurisdiction or any political subdivision thereof or therein to which BNPP becomes subject in respect of the Notes, unless such deduction or withholding is required by law. In the event that any such deduction is made, the Issuer will, save in certain limited circumstances, be required to pay additional amounts to cover the amounts so deducted. Payments will be subject in all cases to (i) any fiscal or other laws and regulations applicable thereto in the place of payment, but without prejudice to the provisions of Condition 6 of the Terms and Conditions of the English Law Notes and Condition 6 of the Terms and Conditions of the French Law Notes, as the case may be, (ii) any withholding or deduction required pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code of 1986 (the "Code") or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulations or agreements thereunder, any official interpretations thereof, or (without prejudice to the provisions of Condition 6 of the Terms and Conditions of the English Law Notes and Condition 6 of the Terms and Conditions of the French Law Notes, as the case may be) any law implementing an intergovernmental approach thereto, and (iii) any withholding or deduction required pursuant to Section 871(m) of the Code.
		Governing law
		This Series of Notes is governed by English law. Condition 2(b) of the Terms and Conditions of the English Law Notes is governed by French law.
C.9	Interest/	Interest
	Redemption	The Notes do not bear or pay interest.
		Redemption
		Unless previously redeemed or cancelled, each Security will be redeemed on 3 January 2019 as set out in Element C.18.
		The Notes may be redeemed early for tax reasons at the Early Redemption Amount calculated in accordance with the Conditions. The Notes may also be redeemed early on occurrence of an Additional Disruption Event, an Optional Addditional Disruption Event or an Index Adjustment Event at an amount equal to the fair market value of each Note less hedge costs.
		Representative of Noteholders
		No representative of the Noteholders has been appointed by the Issuer.
		Please also refer to item C.8 above for rights attaching to the Notes.
C.10	Derivative component in the interest	Not Applicable

	payment
C.11	Admission to Trading	Application is expected to be made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the Luxembourg Stock Exchange.
C.15	How the value of the investment in derivative securities is affected by the value of the underlying assets	The amount payable on redemption is calculated by reference to an index: EURO STOXX 50® Index (Bloomberg: SX5E Index), the "Index" and the "Underlying Reference". See item C.18 below.
C.16	Maturity	The Maturity Date of the Notes is 3 January 2019
C.17	Settlement Procedure	This Series of Notes is cash settled. The Issuer does not have the option to vary settlement.
C.18	Return on derivative securities	See Element C.8 above for the rights attaching to the Notes. Final Redemption Unless previously redeemed or purchased and cancelled, each Security will be redeemed by the Issuer on the Maturity Date at the Final Redemption Amount equal to the Final Payout. SPS Vanilla Call Notes The "Final Payout" is an amount equal to: Calculation Amount multiplied by: 80% + Max (Final Redemption Value - 80%, 0%) Where: "Calculation Amount" means EUR 1,000; "Final Redemption Value" means, in respect of the SPS Vanilla Call Notes, the Underlying Reference Value on the applicable SPS Valuation Date "SPS Valuation Date" means the Redemption Valuation Date or the Strike Date, as the case may be; "Redemption Valuation Date" means 20 December 2018 "Underlying Reference Value" means in respect of the Underlying Reference and a SPS Valuation Date, (i) the Underlying Reference Closing Price Value in respect of such SPS Valuation Date (ii) divided by the Underlying Reference Strike Price;

		"Underlying Reference Closing Price Value" means, in respect of a SPS Valuation Date, the Closing Level in respect of such day;
		"Strike Date" means 20 December 2013;
		"Underlying Reference Strike Price" means the Underlying Reference Closing Price Value of the Underlying Reference on the Strike Date;
		"Underlying Reference" is as set out in item C15 above
		"Closing Level" means, in respect of the Underlying Reference and a Scheduled Trading Day, the official closing level of such Underlying Reference on such day as determined by the Calculation Agent, subject as provided in Index Linked Notes Condition 2 (Adjustments to an Index).
		"Index Sponsor" means Stoxx Limited.
		"Scheduled Trading Day" means any day on which the Index Sponsor is scheduled to publish the level of the Index and each exchange or quotation system where trading has a material effect (as determined by the Calculation Agent) on the overall market for futures or options contracts relating to such Index, is scheduled to be open for trading during its regular trading session;
		and,
		"Calculation Agent" means BNP Paribas Arbitrage S.N.C.
		The above provisions are subject to adjustment as provided in the conditions of the Notes to take into account events in relation to the Underlying Reference or the Notes. This may lead to adjustments being made to the Notes or in some cases the Notes being redeemed early at an early redemption amount (see item C.9).
		Description of Payout
		The Payout comprises: If a fixed percentage is equal to 80%; and indexation to the value of the Underlying Reference above 80%
C.19	Final reference of the price Underlying	The final reference price of the underlying will be determined in accordance with the valuation mechanics set out in Element C.18 above.
C.20	Underlying	The Underlying Reference is specified in Element C.9 above. Information on the Underlying Reference can be obtained from www.stoxx.com

Section D - Risks

Element 1		the fact to the s had anno 1920 anno 1922.
	Kev risks	There are certain factors that may affect the Issuer's ability to fulfil its

regarding the	obligations under the Notes issued under the Programme.
Issuer		Twelve main categories of risk are inherent in BNPP's activities:
	1.	Credit Risk;
	2.	Counterparty Risk;
	3.	Securitisation;
	4.	Market Risk;
	5.	Operational Risk;
	6.	Compliance and Reputation Risk;
	7.	Concentration Risk;
	8.	Asset-liability management Risk;
	9.	Breakeven Risk;
	10.	Strategy Risk;
	11.	Liquidity and refinancing Risk;
	12.	Insurance subscription Risk.
	cost of risk.	Difficult market and economic conditions could have a material adverse effect on the operating environment for financial institutions and hence on BNPP's financial condition, results of operations and
		Legislative action and regulatory measures taken in response to the global financial crisis may materially impact BNPP and the financial and economic environment in which it operates.
		BNPP's access to and cost of funding could be adversely affected by a resurgence of the Euro-zone sovereign debt crisis, worsening economic conditions, further rating downgrades or other factors.
		A substantial increase in new provisions or a shortfall in the level of previously recorded provisions could adversely affect BNPP's results of operations and financial condition.
		BNPP may incur significant losses on its trading and investment activities due to market fluctuations and volatility.
		BNPP may generate lower revenues from brokerage and other commission and fee-based businesses during market downturns.
		Protracted market declines can reduce liquidity in the markets, making it harder to sell assets and possibly leading to material losses.
		Significant interest rate changes could adversely affect BNPP's

		revenues or profitability.
		The soundness and conduct of other financial institutions and market participants could adversely affect BNPP.
		BNPP's competitive position could be harmed if its reputation is damaged.
		An interruption in or a breach of BNPP's information systems may result in lost business and other losses.
		Unforeseen external events can interrupt BNPP's operations and cause substantial losses and additional costs.
		BNPP is subject to extensive and evolving regulatory regimes in the countries and regions in which it operates.
		Notwithstanding BNPP's risk management policies, procedures and methods, it could still be exposed to unidentified or unanticipated risks, which could lead to material losses.
		BNPP's hedging strategies may not prevent losses.
		BNPP may experience difficulties integrating acquired companies and may be unable to realise the benefits expected from its acquisitions.
		Intense competition, especially in France where it has the largest single concentration of its businesses, could adversely affect BNPP's revenues and profitability.
D.3	Key risks regarding the Notes	In addition to the risks relating to the Issuer (including the default risk) that may affect the Issuer's ability to fulfil its obligations under the Notes, there are certain factors which are material for the purposes of assessing the market risks associated with Notes issued under the Programme, including that the Notes are unsecured obligations, the trading market for Notes may be volatile and may be adversely impacted by many events, an active secondary market may never be established or may be illiquid and that this may adversely affect the value at which an investor may sell its Notes, (investors may suffer a partial or total loss of the amount of their investment) the trading price of the Notes is affected by a number of factors including, but not limited to, the price of the relevant Underlying References, and volatility and such factors mean that the trading price of the Notes may be below the Final Redemption Amount, exposure to the Underlying Reference in many cases will be achieved by the Issuer entering into hedging arrangements and, in respect of Notes linked to an Underlying Reference, potential investors are exposed to the performance of these hedging arrangements and events that may affect the hedging arrangements and consequently the occurrence of any of these events may affect the value of the Notes, the occurrence of an additional disruption event or optional additional disruption event may lead to an adjustment to the Notes, or early redemption or may

		result in the amount payable on scheduled redemption being different from the amount expected to be paid at scheduled redemption and consequently the occurrence of an additional disruption event and/or optional additional disruption event may have an adverse effect on the value or liquidity of the Notes, the Notes may be redeemed in the case of illegality or impracticability and such cancellation or redemption may result in an investor not realising a return on an investment in the Notes, the meetings of Holders provisions permit defined majorities to bind all Holders, any judicial decision or change to an administrative practice or change to English law or French law, as applicable, after the date of the Base Prospectus could materially adversely impact the value of any Notes affected by it, a reduction in the rating, if any, accorded to outstanding debt securities of the Issuer by a credit rating agency could result in a reduction in the trading value of the Notes, certain conflicts of interest may arise (see Element E.4 below).
		In addition, there are specific risks in relation to Notes which are linked to an Underlying Reference and an investment in such Notes will entail significant risks not associated with an investment in a conventional debt security. Risk factors in relation to Underlying Reference linked Notes include: exposure to one or more index, adjustment events and market disruption or failure to open of an exchange which may have an adverse effect on the value and liquidity of the Notes and that the Issuer will not provide post-issuance information in relation to the Underlying References. In certain circumstances Noteholders may lose the entire value of their investment.
D.6	Risk warning	See Element D.3 above. In the event of the insolvency of the Issuer or if it is otherwise unable or unwilling to repay the Notes when repayment falls due, an investor may lose all or part of his investment in the Notes. In addition, investors may lose all or part of their investment in the
		Notes as a result of the terms and conditions of the Notes

Section E - Offer

Element Title
E.2 b	Reasons for the offer and use of proceeds	The net proceeds from the issue of the Notes will become part of the general funds of the Issuer. Such proceeds may be used to maintain positions in options or futures contracts or other hedging instruments.
E.3	Terms and conditions of the offer	This issue of Notes is being offered in a Non-Exempt Offer in France. The issue price of the Notes is 100 per cent. of their nominal amount.

E.4	Interest of natural and legal persons involved in the issue/offer	Other than as mentioned above, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer, including conflicting interests.
E.7	Expenses charged to the investor by the Issuer or an offeror	No expenses are being charged to an investor by the Issuer. The Issuer is not aware of any expenses and taxes specifically charged to the investor by an Authorised Offeror.