BNP Paribas — Capital/Financing Update 2014

Apr 30, 2014

FINAL TERMS DATED 3 MARCH 2014

BNP Paribas Arbitrage Issuance B.V.

(Incorporated in The Netherlands) (as Issuer)

BNP Paribas

(incorporated in France) (as Guarantor)

(Note, Warrant and Certificate Programme)

5,000,000 GBP Certificates relating to FTSE 100 Index due 23 April 2020

ISIN Code: XS0993327351

BNP Paribas Arbitrage S.N.C. (as Manager)

The Securities are offered to the public in the United Kingdom from 3 March 2014 to 11 April 2014

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

• (i) in those Public Offer Jurisdictions mentioned in Paragraph 47 of Part A below, provided such person is of a kind specified in that paragraph and that the offer is made during the Offer Period specified in that paragraph; or
• (ii) otherwise in circumstances in which no obligation arises for the Issuer or any Manager 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 Manager has authorised, nor do they authorise, the making of any offer of Securities 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.

Investors should note that if a supplement to or an updated version of the Base Prospectus referred to below is published at any time during the Offer Period (as defined below), such supplement or updated base prospectus, as the case may be, will be published and made available in accordance with the arrangements applied to the original publication of these Final Terms. Any investors who have indicated acceptances of the Offer (as defined below) prior to the date of publication of such supplement or updated version of the Base Prospectus, as the case may be, (the "Publication Date") have the right within two working days of the Publication Date to withdraw their acceptances.

PART A – CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 3 June 2013, each Supplement to the Base Prospectus published and approved on or before the date of these Final Terms (copies of which are available as described below) and any other Supplement to the Base Prospectus which may have been published and approved before the issue of any additional amount of Securities (the "Supplements") (provided that to the extent any such Supplement (i) is published and approved after the date of these Final Terms and (ii) provide for any change to the Conditions of the Securities such changes shall have no effect with respect to the Conditions of the Securities to which these Final Terms relate) which together constitute a base prospectus for the purposes of Directive 2003/71/EC (the "Prospectus Directive") (the "Base Prospectus").This document constitutes the Final Terms of the Securities 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 BNP Paribas Arbitrage Issuance B.V. (the "Issuer") BNP Paribas (the "Guarantor") and the offer of the Securities is only available on the basis of the combination of these Final Terms and the Base Prospectus. A summary of the Securities (which comprises the Summary in the Base Prospectus as amended to reflect the provisions of these Final Terms) is annexed to these Final Terms. The Base Prospectus and any Supplement(s) to the Base Prospectus are available for viewing at BNP Paribas Securities Services, Luxembourg Branch (in its capacity as Principal Paying Agent), 33 rue de Gasperich, Howald - Hesperange, L-2085 Luxembourg and on the website of the Luxembourg Stock Exchange (www.bourse.lu) and copies may be obtained free of charge at the specified offices of the Security Agents. The Base Prospectus and the Supplement(s) to the Base Prospectus will also be available on the AMF website www.amf-france.org.

References herein to numbered Conditions are to the terms and conditions of the relevant series of Securities and words and expressions defined in such terms and conditions shall bear the same meaning in these Final Terms in so far as they relate to such series of Securities, save as where otherwise expressly provided.

These Final Terms relate to the series of Securities as set out in "Specific Provisions for each Series" below. References herein to "Securities" shall be deemed to be references to the relevant Securities that are the subject of these Final Terms and references to "Security" shall be construed accordingly.

SPECIFIC PROVISIONS FOR EACH SERIES

SERIES NUMBER	NO. OF SECURITIES ISSUED	NO OF SECURITIES ISIN		COMMON CODE	ISSUE PRICE PER SECURITY	REDEMPTION DATE
CE0058GOD	5,000,000	5,000,000	XS0993327351	XS0993327351	100 % of the Notional Amount	23 April 2020

GENERAL PROVISIONS

The following terms apply to each series of Securities:

1.	Issuer:		BNP Paribas Arbitrage Issuance B.V.
2.	Guarantor:		BNP Paribas
3.	Trade Date:		3 March 2014
4.	Issue Date:		25 April 2014
5.	Consolidation:		Not applicable
6.		Type of Securities:	(a)	Certificates
			(b)	The Securities are Index Securities.
				The provisions of Annex 2 (Additional Terms and Conditions for Index Securities) shall apply.
7.		Form of Securities:		Clearing System Global Securities
8.		Business Day Centre(s):	The applicable Business Day Centre for the purposes of the definition of "Business Day" in Condition 1 is London.
9.	Settlement:		Settlement will be by way of cash payment (Cash Settled Securities)
10.		Rounding Convention for Cash Settlement Amount:	Not applicable
11.		Variation of Settlement:
	(a)	Issuer's option to vary settlement:	the Securities.	The Issuer does not have the option to vary settlement in respect of
12.	Final Payout			NA x SPS Payout
	SPS Payouts			SPS Reverse Convertible Standard Securities
				(A) if no Knock-in Event has occurred: 100
				(B) if a Knock-in Event has occurred:
				Min (100%, Final Redemption Value)
			WITH:
			NA : 1 GBP

Final Redemption Value : Underlying Reference Value

WHERE

Strike Price Closing Value: Applicable

Underlying Reference is as set out in § 24 (a)

Underlying Reference Value means in respect of an Underlying Reference and a SPS Valuation Date, (i) the Underlying Reference Closing Price Value for such Underlying Reference in respect of such SPS Valuation Date (ii) divided by the relevant 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.

Underlying Reference Strike Price means, in respect of an Underlying Referencek, the Underlying Reference Closing Price Value for such Underlying Reference^k on the Strike Date;

SPS Redemption Valuation Date is equal to the Redemption Valuation Date

In respect of the Strike Date :

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

SPS Valuation Date means the Strike Date.

Strike Date: 16 April 2014

	Payout Switch:	Not applicable
	Aggregation:	Not applicable
13.	Relevant Asset(s):	Not applicable
14.	Entitlement:	Not applicable
15.	Exchange Rate	Not applicable.
16.	Settlement Currency:	The settlement currency for the payment of the Cash Settlement Amount is Pound Sterling ("GBP").
17.	Syndication:	The Securities will be distributed on a non-syndicated basis.
18.	Minimum Trading Size:	Not applicable
19.	Principal Security Agent:	BNP Paribas Securities Services Luxembourg
20.	Registrar:	Not applicable
21.	Calculation Agent:	BNP Paribas Arbitrage S.N.C.
		160-162 boulevard MacDonald, 75019 Paris, France.
22.	Governing law:	English law
23.	Masse provisions (Condition 9.4):	Not applicable

PRODUCT SPECIFIC PROVISIONS (ALL SECURITIES)

24.	Index Securities:		Applicable
	(a)	Index/Basket of Indices/Index Sponsor(s):	The "Underlying Reference" is the FTSE100 Index (Bloomberg Code: UKX Index). FTSE International Limited or any successor thereto is the Index Sponsor.
			For the purposes of the Conditions, the Underlying Index shall be deemed an Index
	(b)	Index Currency:	GBP
	(c)	Exchange(s):	London Stock Exchange.
	(d)	Related Exchange(s):	All Exchanges
	(e)	Exchange Business Day:	Single Index Basis.
	(f)	Scheduled Trading Day:	Single Index Basis.
	(g)	Weighting:	Not applicable
	(h)	Settlement Price:	Level at the Valuation time.
	(i)	Disrupted Day:	As per Conditions.
	(j)	Specified Maximum Days of Disruption:	Eight (8) Scheduled Trading Index Business Days.
	(k)	Valuation Time:	The Scheduled Closing Time.
	(l)	Delayed Redemption on Occurrence of an Index Adjustment Event:	Not applicable
	(m)	Index Correction Period:	As per Conditions
	(n)	Other terms or special conditions:	Not applicable.
	(o)	Additional provisions applicable to Custom Indices:	Not applicable
	(p)	Additional provisions applicable to Futures Price Valuation:	Not applicable
25.		Share Securities:	Not applicable
26.		ETI Securities	Not applicable
27.		Debt Securities:	Not applicable
28.		Commodity Securities:	Not applicable
29.		Inflation Index Securities:	Not applicable
30.		Currency Securities:	Not applicable

31.	Fund Securities:	Not applicable
32.	Futures Securities:	Not applicable
33.	Credit Securities:	Not applicable
34.	Underlying Interest Rate Securities:	Not applicable
35.	Preference Share Certificates:	Not Applicable
36.	OET Certificates:	Not applicable
37.	Additional Disruption Events:	Applicable
38.	Optional Additional Disruption Events:	(a) The following Optional Additional Disruption Events apply to the Securities:
		Increased Cost of Hedging.
		(b) Delayed Redemption on Occurrence of an Additional Disruption Event and/or Optional Additional Disruption Event (in the case of Certificates): Not applicable
39.	Knock-in Event:	Applicable.
		If the Knock-In Value is less than the Knock-In Level on the Knock In Determination Day
	(i) SPS Knock-in Valuation	Applicable.
		Knock-in Value: Underlying Reference Value;
		Underlying Reference Value means, in respect of an Underlying Reference and a SPS Valuation Date, (i) the Underlying Reference Closing Price Value for such Underlying Reference in respect of such SPS Valuation Date (ii) divided by the relevant 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;
		Underlying Reference: see section 24(a);
		Strike Date: 16 April 2014;
		SPS Valuation Date means the relevant Knock-in Determination Day;
	(ii) Level:	Not applicable
	(iii) Knock-in Level	60%
	(iv) Knock-in Period Beginning Date: (v) Knock-in Period	Not applicable.

(vi)	Knock-in Determination Period:	Not applicable.
(vii)	Knock-in Determination Day(s):	The Redemption Valuation Date.
(viii)	Knock-in Period Ending Date:	Not applicable.
(ix)	Knock-in Period Ending Date Day Convention:	Not applicable.
(x)	Knock-in Valuation Time:	The Valuation Time.
(xi)	Knock-in Observation Price Source:	Not applicable.
(xii)	Disruption Consequences:	Not applicable.

1. Knock-out Event: Not applicable

PROVISIONS RELATING TO WARRANTS

1. Provisions relating to Warrants: Not Applicable

PROVISIONS RELATING TO CERTIFICATES

42.	Provisions Certificates:	relating to	Applicable
	(a)	Notional Amount of each Certificate:	GBP 1
	(b)	Partly Paid Certificates:	The Certificates are not Partly Paid Certificates.
	(c)	Interest:	Applicable
		(i) Interest Period(s):	As per Conditions.
		(ii) Interest Period End Date(s):	16 July 2014 (n=1), 16 October 2014 (n=2), 16 January 2015 (n=3), 16 April 2015 (n=4), 16 July 2015 (n=5), 16 October 2015 (n=6), 18 January 2016 n=7), 18 April 2016 (n=8), 18 July 2016 (n=9), 17 October 2016 (n=10), 16 January 2017 (n=11), 18 April 2017 (n=12), 17 July 2017 (n=13), 16 October 2017 (n=14), 16 January 2018 (n=15), 16 April 2018 (n=16), 16 July 2018 (n=17), 16 October 2018 (n=18), 16 January 2019 (n=19), 16 April 2019 (n=20), 16 July 2019 (n=21), 16 October 2019 (n=22), 16 January 2020 (n=23), 16 April 2020 (n=24).
		(iii) Business Day Convention for Interest Period End Date(s):	Not applicable.
		(iv) Interest Payment Date(s):	23 July 2014 (n=1), 23 October 2014 (n=2), 23 January 2015 (n=3), 23 April 2015 (n=4), 23 July 2015 (n=5), 23 October 2015 (n=6), 25 January 2016 n=7), 25 April 2016 (n=8), 25 July 2016 (n=9), 24

October 2016 (n=10), 23 January 2017 (n=11), 25 April 2017 (n=12), 24 July 2017 (n=13), 23 October 2017 (n=14), 23 January 2018 (n=15), 23 April 2018 (n=16), 23 July 2018 (n=17), 23 October 2018 (n=18), 23 January 2019 (n=19), 23 April 2019 (n=20), 23 July 2019 (n=21), 23 October 2019 (n=22), 23 January 2020 (n=23), 23 April 2020 (n=24).

Following Business Day Convention.

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

(vi) Party responsible for calculating the Rate(s) of Interest and Interest Amount(s) (if not the Calculation Agent):	Not applicable.
(vii) Margin(s):	Not applicable.
(viii) Minimum Interest Rate:	Not applicable.
(ix) Maximum Interest Rate:	Not applicable.
(x) Day Count Fraction:	Not applicable.
(xi) Determination Dates:	Not applicable.
(xii) Accrual to Redemption:	Not applicable.

(xiii) Rate of Interest: Accrual Digital Coupon is applicable

Rate x n / N (i)

With:

Ratei: 1.75%

"i" (i= 1 to 24) means the relevant SPS Valuation Date;

"n" is the number of AC Digital Days in the relevant Calculation Period in respect of the relevant SPS Coupon Valuation Date on which the AC Digital Coupon Condition is satisfied;

"N" is the number of AC Digital Days in the relevant Calculation Period in respect of the relevant SPS Coupon Valuation Date.

Barrier Up is applicable

Accrual Digital Coupon Condition means, that the DC Barrier Value for the relevant SPS Coupon Valuation Date is (i) equal to or greater than the relevant AC Digital Coupon Barrier Level Down and (ii) less than or equal to the relevant AC Digital Coupon Barrier Level Up.

AC Digital Coupon Barrier Level Down

i	AC Digital Coupon Barrier Level Down
for i =1 to 8	90%

for i = 9 to 12	85%
for i =13 to 16	80%
for i =17 to 20	75%
for i =21 to 24	70%

AC Digital Coupon Barrier Level Up

i	AC Digital Coupon Barrier Level Up
for i =1 to 8	110%
for i = 9 to 12	115%
for i =13 to 16	120%
for i =17 to 20	125%
for i =21 to 24	130%

SPS Coupon Valuation Period is single date Observation Date(i)

SPS Coupon Valuation Date is as set out in paragraph 42 (ii)

DC Barrier Value : Underlying Reference Value

Strike Price Closing Value is applicable

Underlying Reference: see section 24(a);

Strike Date: 16 April 2014;

Underlying Reference Value: means, in respect of an Underlying Reference and a SPS Valuation Date, (i) the Underlying Reference Closing Price Value for such Underlying Reference in respect of such SPS Valuation Date (ii) divided by the relevant 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;

Underlying Reference Strike Price means, in respect of an Underlying Reference, the Underlying Reference Closing Price Value for such Underlying Reference on the Strike Date;

SPS Valuation Period means the SPS Coupon Valuation Period

SPS Valuation Date means the SPS Coupon Valuation Date (s).

• (d) Fixed Rate Provisions: Not applicable
• (e) Floating Rate Provisions Not applicable
• (f) Linked Interest Not applicable

Certificates

• (g) Payment of Premium Amount(s): Not applicable
• (h) Index Linked Interest Not applicable

Certificates:

(i)	Share Linked Interest Certificates:	Not applicable
(j)	ETI Linked Interest Certificates:	Not applicable
(k)	Debt Linked Interest Certificates:	Not applicable
(l)	Commodity Linked Interest :	Not applicable
(m)	Inflation Index Linked Interest Certificates:	Not applicable
(n)	Currency Linked Interest Certificates:	Not applicable
(o)	Fund Linked Interest Certificates:	Not applicable
(p)	Futures Linked Interest Certificates:	Not applicable
(q)	Underlying Interest Rate Linked Interest Provisions:	Not applicable
(r)	Instalment Certificates:	The Certificates are not Instalment Certificates.
(s)	Issuer Call Option:	Not applicable
(t)	Holder Put Option:	Not applicable
(u)	Automatic Early Redemption:	Not applicable
(v)	Renouncement Notice Cut-off Time	Not applicable
(w)	Strike Date:	16 April 2014
(x)	Strike Price:	Not applicable
(y)	Redemption Valuation Date	16 April 2020
(z)	Averaging:	Averaging does not apply to the Securities.
(aa)	Observation Dates:	16 July 2014 (n=1), 16 October 2014 (n=2), 16 January 2015 (n=3), 16 April 2015 (n=4), 16 July 2015 (n=5), 16 October 2015 (n=6), 18 January 2016 n=7), 18 April 2016 (n=8), 18 July 2016 (n=9), 17 October 2016 (n=10), 16 January 2017 (n=11), 18 April 2017 (n=12), 17 July 2017 (n=13), 16 October 2017 (n=14), 16 January 2018 (n=15), 16 April 2018 (n=16), 16 July 2018 (n=17), 16 October 2018 (n=18), 16 January 2019 (n=19), 16 April 2019 (n=20), 16 July 2019 (n=21), 16 October 2019 (n=22), 16 January

2020 (n=23), 16 April 2020 (n=24).

(bb)	Observation Period:	Not applicable
(cc)	Settlement Business Day:	Not applicable

(dd) Cut-off Date: Not applicable

DISTRIBUTION AND US SALES ELIGIBILITY

43.	Selling Restrictions:	Not applicable.
44.	Additional U.S. Federal income tax consequences:	Not applicable
45.	Registered broker/dealer:	Not applicable
46.	TEFRA C or TEFRA:	Not Applicable
47.	Non exempt Offer:	An offer of the Securities may be made by the Manager and Meteor Asset Management Limited (the " Authorised Offerors") other than pursuant to Article 3(2) of the Prospectus Directive in United Kingdom (the "Public Offer Jurisdiction") during the period from from 3 March 2014 until 11 April 2014 (the "Offer Period"). See further Paragraph 7 of Part B below
	General Consent:	Not Applicable
	Other Conditions to consent:	Not Applicable

PROVISIONS RELATING TO COLLATERAL AND SECURITY

48.	Collateral	Security	Not applicable
	Conditions:

Responsibility

The Issuer accepts responsibility for the information contained in these Final Terms. To the best of the knowledge of the Issuer (who has taken all reasonable care to ensure that such is the case), the information contained herein is in accordance with the facts and does not omit anything likely to affect the import of such information.

Signed on behalf of BNP Paribas Arbitrage Issuance B.V.

As Issuer:

By: Duly authorised

PART B – OTHER INFORMATION

1. Listing and Admission to trading

Application has been made to list the Securities on the Official List of the Luxembourg Stock Exchange and to admit the Securities described herein for trading on the Luxembourg Stock Exchange's Regulated Market

2. Ratings

Ratings : The Securities have not been rated.

3. Interests of Natural and Legal Persons Involved in the Offer

"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 Securities has an interest material to the offer."

4. Performance of Underlying/Formula/Other Variable, Explanation of Effect on Value of Investment and Associated Risks and Other Information concerning the Underlying

See Base Prospectus for an explanation of effect on value of Investment and associated risks in investing in Securities.

Past and further performances of each Underlying Index are available on the following website: www.ftse.com and the volatility of each Underlying may be obtained at the office of the Calculation Agent by mail to the following address: eqd.premium@bnpparibas.com

The Issuer does not intend to provide post-issuance information

Index 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 an Index or Index Sponsor or any 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.

FTSE100 Index

The Securities are not in any way sponsored, endorsed, sold or promoted by FTSE International Limited ("FTSE") or by the London Stock Exchange Plc (the "Exchange") or by The Financial Times Limited ("FT") and neither FTSE nor Exchange nor FT makes any warranty or representation whatsoever, expressly or impliedly, either as to the results to be obtained from the use of the FTSE100 Index ("the Index") and/or the figure at which the said Index stands at any particular time on any particular day or otherwise. The Index is compiled and calculated by FTSE. However, neither FTSE nor Exchange nor FT shall be liable (whether in negligence or otherwise) to any person for any error in the Index and neither FTSE or Exchange or FT shall be under any obligation to advise any person of any error

therein. "FTSE®", "FT-SE®" and "Footsie®" are trade marks of the London Stock Exchange Plc and The Financial Times Limited and are used by FTSE International Limited under licence. "All-World", "All-Share" and "All-Small" and "FTSE4Good" are trade marks of FTSE International Limited.

Operational Information

	Relevant Clearing System(s):	Euroclear and Clearstream Luxembourg.
5.	Terms and Conditions of the Public Offer
	Offer Period:	See paragraph 47 above.
	Offer Price:	100% of Notional Amount per Security.
	Conditions to which the offer is subject:	The Issuer reserves the right to withdraw the offer of the Securities and cancel the issuance of the Securities for any reason, in accordance with the Distributor at any time on or prior to the Offer End Date (as defined below). 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 Securities.
	Description of the application process:	From 3 March 2014 to, and including,11 April 2014, or such earlier date as the Issuer determines as notified on or around such earlier date by (i) publication on the website of the Distributor http://eqdpo.bnpparibas.com/ XS0993327351) and/or (ii) publication on the website of the Luxembourg Stock Exchange (www.bourse.lu) (the "Offer End Date").
	Details of the minimum and/or maximum amount of application:	Minimum subscription amount per investor: GBP 1. Maximum subscription amount per investor: GBP 5,000,000.
		The Issuer reserves the right to modify the total nominal amount of the Securities to which investors can subscribe, to close the Offer Period early and/or to cancel the planned issue. Such an event will be notified to subscribers via the following website:
		http://eqdpo.bnpparibas.com/ XS0993327351.
	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 Securities:	The Securities are cleared through the clearing systems and are due to be delivered through the Distributor on or around the Issue Date.
	Manner in and date on which results of	Publication on the following website:

the offer are to be made public: http://eqdpo.bnpparibas.com/ XS0993327351and/or (ii) publication on the website of the Luxembourg Stock Exchange (www.bourse.lu) on or on or around 15 April 2014

Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised:

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

In the case of over subscription, allotted amounts will be notified to applicants by (i) publication on the website of the Distributor (http://eqdpo.bnpparibas.com XS0993327351.) and/or (ii) publication on the website of the Luxembourg Stock Exchange (www.bourse.lu) on or around 15 April 2014

No dealing in the Securities may begin before any such notification is made.

In all other cases, allotted amounts will be equal to the amount of the application, and no further notification shall be made.

In all cases, no dealing in the Securities may take place prior to the Issue Date.

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

6. Placing and Underwriting

Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place:

Name and address of the coordinator(s) of the global offer and of single parts of the offer:

None

Not applicable

Not applicable

Meteor Asset Management Limited

55 King William Street

London EC4R 9AD

Not applicable

No underwriting commitment is undertaken by the Distributor.

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

Entities agreeing to underwrite the issue on a firm commitment basis, and entities agreeing to place the issue Not applicable. without a firm commitment or under "best efforts" arrangements:

When the underwriting agreement has been or will be reached: Not applicable.

7. Historic Interest Rates (in the case of Certificates)

Not applicable.

ISSUE SPECIFIC SUMMARY OF THE PROGRAMME IN RELATION TO THIS BASE PROSPECTUS

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 Securities, Issuer and Guarantor. 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 Securities, Issuer and Guarantor(s), 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 Base Prospectus and the applicable Final Terms. In this summary, unless otherwise specified and except as used in the first paragraph of Element D.3, "Base Prospectus" means the Base Prospectus of BNPP B.V., BNPP, BP2F, BNPPF and BGL dated 3 June 2013 as supplemented from time to time. In the first paragraph of Element D.3, "Base Prospectus" means the Base Prospectus of BNPP B.V., BNPP, BP2F, BNPPF and BGL dated 3 June 2013. Any decision to invest in any Securities 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 or the Guarantor 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 Securities.

Section A - Introduction and warnings

Element	Title
A.2	Consent as to use the Base Prospectus, period of validity and other conditions	Consent: Subject to the conditions set out below, the Issuer consents to the use of the Base Prospectus in connection with a Non-exempt Offer of Securities by the Managers and Meteor Asset Management Limited (each an "Authorised Offeror"). Offer period: The Issuer's consent referred to above is given for Non-exempt
	attached	Offers of Securities from 3 March 2014 until 11 April 2014 (the "Offer Period").
		Conditions to consent: The conditions to the Issuer's consent are that such consent (a) is only valid during the Offer Period; (b) only extends to the use of the Base Prospectus to make Non-exempt Offers of the relevant Tranche of Securities in Kingdom of Sweden.
		AN INVESTOR INTENDING TO ACQUIRE OR ACQUIRING ANY SECURITIES IN A NON-EXEMPT OFFER FROM AN AUTHORISED OFFEROR WILL DO SO, AND OFFERS AND SALES OF SUCH SECURITIES 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 and Guarantor

Element	Title
B.1	Legal and commercial name of the Issuer	BNP Paribas Arbitrage Issuance B.V. ("BNPP B.V." or the "Issuer").
B.2	Domicile/ legal form/ legislation/ country of incorporation	The Issuer was incorporated in the Netherlands as a private company with limited liability under Dutch law having its registered office at Herengracht 537, 1017 BV Amsterdam, the Netherlands.
B.4b	Trend information	Not applicable, there are no trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on any of BNPP B.V. and the industries in which it operates for at least the current financial year.
B.5	Description of the Group	BNPP B.V. is a wholly owned subsidiary of BNP Paribas. BNP Paribas is the ultimate holding company of a group of companies and manages financial

Element	Title
		operations for those subsidiary companies (together 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		financial information included in the Base Prospectus.	Not applicable, there are no qualifications in any audit report on the historical
B.12		Selected historical key financial information:
		Comparative Annual Financial Data -In EUR
			31/12/2011	31/12/2012
	Revenues		317,178	337,955
	Net income, Group share		21,233	22,531
	Total balance sheet		32,347,971,221	37,142,623,335
		Shareholders' equity (Group share)	366,883	389,414
		Comparative Interim Financial Data – In EUR
			30/06/2012	30/06/2013
	Revenues		180,590	149,051
	Net Income, Group Share		11,989	9,831
	Total Balance Sheet		35,550,297,750	39,988,616,135
	Shareholder's Equity (Group share)		378,872	399,245
	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 30 September 2013 and there has been no material adverse change in the prospects of the BNPP Group since 31 December 2012. There has been no significant change in the financial or trading position of the BNPP B.V. since 30 June 2013 and there has been no material adverse change in the prospects of the BNPP B.V. since 31 December 2012.
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 upon other group entities	The Issuer is dependent upon BNPP and other members of the BNPP Group. See also Element B.5 above.
B.15	Principal activities	The principal activity of the Issuer is to issue and/or acquire financial instruments of any nature and to enter into related agreements for the account of various entities within the BNPP Group.
B.16	Controlling		BNP Paribas holds 100 per cent. of the share capital of the Issuer.

Element	Title
B.17	shareholders Solicited credit ratings	BNPP B.V.'s long term credit rating is A+ with a negative outlook (Standard & Poor's Credit Market Services France SAS).
		The Securities 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.
B.18	Description of the Guarantee	The Securities will be unconditionally and irrevocably guaranteed by BNP Paribas ("BNPP" or the "Guarantor") pursuant to an English law deed of guarantee executed by BNPP on 3 June 2013 (the "Guarantee").
		The obligations under the guarantee are direct unconditional, unsecured and unsubordinated obligations of BNPP and rank and will rank pari passu among themselves and at least pari passu with all other direct, unconditional, unsecured and unsubordinated indebtedness of BNPP (save for statutorily preferred exceptions).
B.19	Information about the Guarantor
B.19/ B.1	Legal and commercial name of the Guarantor	BNP Paribas
B.19/ B.2	Domicile/ legal form/ legislation/ country of incorporation	The Guarantor 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.19/ B.4b	Trend information	Macroeconomic Conditions.
		BNPP's results of operations are affected by the macroeconomic and market environment. Given the nature of its business, BNPP is particularly susceptible to macroeconomic and market conditions in Europe, which have experienced disruptions in recent years.
		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 financing.

Element	Title
			Legislation and Regulations Applicable to Financial Institutions.
		BNPP 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 BNPP include the Basel 3 and CRD4 prudential frameworks, the related requirements announced by the EBA, the designation of BNPP 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 the regulation of foreign banks.
B.19/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.19/B.9	Profit forecast or estimate	Not applicable, the Guarantor has not made a profit forecast or estimate.
B.19/ B.10	Audit report qualifications		financial information included in the Base Prospectus	Not applicable, there are no qualifications in any audit report on the historical
B.19/		Selected historical key financial information:
B.12		Comparative Annual Financial Data-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	6,564
	2.5)	Common Equity Tier 1 Ratio (Basel	9.6%	11.8%
	Tier 1 Ratio		11.6%	13.6%
	Total consolidated balance sheet		1,965,283	1,907,200
	due from customers	Consolidated loans and receivables	665,834	630,520

Element	Title
		Consolidated items due to customers	546,284	539,513
		Shareholders' equity (Group share)	75,370	85,444
	millions of EUR			Comparative Interim Financial Data for the six month period ended 30 June 2013 - In
			30/06/2012	30/06/2013
	Revenues		19,984	19,972
	Cost of risk		-1,798	-2,087
	Net income, Group share		4,719	3,347
	Common Equity Tier 1 Ratio (Basel 2.5)		10.9%	12.2%
	Tier 1 Ratio		12.7%	13.6%
	Total consolidated balance sheet		1,969,943	1,861,338
	Consolidated loans and receivables due from customers		657,441	623,587
	Consolidated items due to customers		535,359	554,198
		Shareholders' equity (Group share)	81,721	86,136

Element	Title
	Comparative Interim Financial Data for the three month period ended 30 September 2013– In millions of EUR
			30/09/2012	30/09/2013
	Revenues		9,693	9,287
	Cost of risk		(944)	(892)
	Net income, Group share		1,326	1,358
			31/12/2012	30/09/2013
	2.5)	Common Equity Tier 1 Ratio (Basel	11.8%	12.6%
	Tier 1 Ratio		13.6%	13.8%
	Total consolidated balance sheet		1,907,200	1,855,621
	from customers	Consolidated loans and receivables due	630,520	610,987
		Consolidated items due to customers	539,513	552,547
		Shareholders' equity (Group share)	85,444	86,644
		Statements of no significant or material adverse change See Element B.12 above in the case of the BNPP Group.	There has been no material adverse change in the prospects of BNPP since 31 December 2012.
B.19/ B.13	Events impacting the Guarantor's solvency	Not applicable, to the best of the Guarantor's knowledge there have not been any recent events which are to a material extent relevant to the evaluation of the Guarantor's solvency since 31 December 2012.
B.19/ B.14	Dependence upon other Group entities	Subject to the following paragraph, BNPP is not dependent upon other members of the BNPP Group. In April 2004, BNPP began outsourcing IT Infrastructure Management Services to the "BNP Paribas Partners for Innovation" (BP²I) joint venture set up with IBM France at the end of 2003. BP²I 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. BP²I 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.

Element	Title
B.19/ B.15	Principal activities	BNP Paribas holds key positions in its three activities: • Retail Banking, which includes: • a set of Domestic Markets, comprising: • French Retail Banking (FRB), • BNL banca commerciale (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; • Corporate and Investment Banking (CIB).
B.19/ B.16 B.19/ B.17	Controlling shareholders Solicited credit ratings	None of the existing shareholders controls, either directly or indirectly, BNPP. 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 30 June 2013; AXA holding 2.9% of the share capital as at 30 June 2013 and Grand Duchy of Luxembourg holding 1.0% of the share capital as at 30 June 2013. To BNPP's knowledge, no shareholder other than SFPI owns more than 5% of its capital or voting rights. 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.). 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

Section C – Securities

Element	Title
C.1	Type and class of Securities/ ISIN	The Securities are certificates ("Certificates")] and are issued in Series. The Series Number of the Securities CE0058GOD. The ISIN is XS0993327351 The Common Code is 099332735 The Securities are cash settled Securities.
C.2	Currency	The currency of this Series of Securities is GBP.
C.5	Restrictions on free transferabili ty	The Securities will be freely transferable, subject to the offering and selling restrictions in the United States, the European Economic Area, Austria, Belgium, the Czech Republic, France, Germany, Hungary, Ireland, Portugal, Spain, the Republic of Italy, the Netherlands, Poland, the United Kingdom, Japan and Australia and under the Prospectus Directive and the laws of any jurisdiction in which the relevant Securities are offered or sold.
C.8	Rights attaching to the Securities	Securities issued under the Programme will have terms and conditions relating to, among other matters: Status The Certificates are issued on a unsecured basis. Securities issued on an unsecured basis constitute direct, unconditional, unsecured and 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).
		Taxation The Holder must pay all taxes, duties and/or expenses arising from the exercise and settlement or redemption of the W&C Securities and/or the delivery or transfer of the Entitlement. The Issuer shall deduct from amounts payable or assets deliverable to Holders certain taxes and expenses not previously deducted from amounts paid or assets delivered to Holders, as the Calculation Agent determines are attributable to the W&C Securities.
		Negative pledge The terms of the Securities will not contain a negative pledge provision.
		Events of Default The terms of the Securities will not contain events of default.

Element	Title
		Meetings
		The terms of the Securities will contain provisions for calling meetings of holders of such Securities 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.
		Governing law
		The W&C Securities, the English Law Agency Agreement, the Related Guarantee in respect of the W&C Securities and any non-contractual obligations arising out of or in connection with the W&C Securities, the English Law Agency Agreement and the Guarantee in respect of the W&C Securities will be governed by and shall be construed in accordance with English law.
C.9	Interest/	Interest
	Redemption	The Securities pay interest from their date of the issue at the fixed rate of 1.75%. The first interest payment will be made on 23 July 2014.
		The interest rate is calculated as set out below:
		Accrual Digital Coupon is applicable
		x n / N Rate (i)
		With:
		Ratei: 1.75%
		"i" (i= 1 to 24) means the relevant SPS Valuation Date;
		"n" is the number of AC Digital Days in the relevant Calculation Period in respect of the relevant SPS Coupon Valuation Date on which the AC Digital Coupon Condition is satisfied;
		"N" is the number of AC Digital Days in the relevant Calculation Period in respect of the relevant SPS Coupon Valuation Date.
		Barrier Up is applicable
		Accrual Digital Coupon Condition means, that the DC Barrier Value for the relevant SPS Coupon Valuation Date is (i) equal to or greater than the relevant AC Digital Coupon Barrier Level Down and (ii) less than or equal to the relevant AC Digital Coupon Barrier Level Up.
		AC Digital Coupon Barrier Level Down

Element	Title
		i	AC Digital Coupon Barrier Level Down
		for i =1 to 8	90%
		for i = 9 to 12	85%
		for i =13 to 16	80%
		for i =17 to 20	75%
		for i =21 to 24	70%
			AC Digital Coupon Barrier Level Up
		i	AC Digital Coupon Barrier Level Up
		for i =1 to 8	110%
		for i = 9 to 12	115%
		for i =13 to 16	120%
		for i =17 to 20	125%
		for i =21 to 24	130%
	SPS Coupon Valuation Period is single date Observation Date(i) SPS Coupon Valuation Date is as set out in paragraph 42 (ii) DC Barrier Value : Underlying Reference Value Strike Price Closing Value is applicable Underlying Reference: see section 24(a); Strike Date: 16 April 2014; Underlying Reference Value: means, in respect of an Underlying Reference and a SPS Valuation Date, (i) the Underlying Reference Closing Price Value for such Underlying Reference in respect of such SPS Valuation Date (ii) divided by the relevant 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; Underlying Reference Strike Price means, in respect of an Underlying Reference,
		the Underlying Reference Closing Price Value for such Underlying Reference on the Strike Date; SPS Valuation Period means the SPS Coupon Valuation Period
			SPS Valuation Date means the SPS Coupon Valuation Date (s).
			SPS Valuation Date, SPS Coupon Valuation Date are 16 July 2014 (n=1), 16 October 2014 (n=2), 16 January 2015 (n=3), 16 April 2015 (n=4), 16 July 2015 (n=5), 16 October 2015 (n=6), 18 January 2016 n=7), 18 April 2016 (n=8), 18 July 2016 (n=9), 17 October 2016 (n=10), 16 January 2017 (n=11), 18 April 2017 (n=12), 17 July 2017 (n=13), 16 October 2017 (n=14), 16 January 2018 (n=15), 16 April 2018 (n=16), 16 July 2018 (n=17), 16 October 2018 (n=18), 16 January 2019 (n=19), 16 April 2019 (n=20), 16 July 2019 (n=21), 16 October 2019 (n=22), 16

Element	Title
		January 2020 (n=23), 16 April 2020 (n=24).
		Redemption
		Unless previously redeemed or cancelled, each Security will be redeemed on the Redemption Date
		Representative of Securityholders
		No representative of the Securityholders has been appointed by the Issuer.
		Please also refer to item above for rights attaching to the Securities.
C.10	Derivative component in the interest payment	Not Applicable
C.11	Admission to Trading	Application has been made by the Issuer (or on its behalf) for the Securities to be listed and admitted to trading on the Luxembourg Stock Exchange.
C.15	How the value of the investment in the derivative securities is affected by the value of the underlying assets	The amount payable on redemption is calculated by reference to the Underlying Reference(s). See item C.9 above and C.18 below.
C.16	Maturity of the derivative Securities	The Redemption Date of the Securities is 23 April 2020
C.17	Settlement Procedure	This Series of Securities 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 Securities. Unless previously redeemed or purchased and cancelled, each Security entitles its holder to receive from the Issuer on the Redemption Date a Cash Settlement Amount equal to: Final Payouts

Element	Title
		 NA SPS Payout
		NA = GBP 1
		SPS Payout: SPS Reverse Convertible Standard Securities
		(A) if no Knock-in Event has occurred:
		100
		(B) if a Knock-in Event has occurred:
		Min (100%, Final Redemption Value)
		WITH:
		Final Redemption Value: Underlying Reference Value
		WHERE
		Strike Price Closing Value: Applicable
		Underlying Reference is as set out in § 24 (a)
		Underlying Reference Value means in respect of an Underlying Reference and a SPS Valuation Date, (i) the Underlying Reference Closing Price Value for such Underlying Reference in respect of such SPS Valuation Date (ii) divided by the relevant 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.
		Underlying Reference Strike Price means, in respect of an Underlying Referencek, the Underlying Reference Closing Price Value for such Underlying Referencek on the Strike Date;
		SPS Redemption Valuation Date is equal to the Redemption Valuation Date
		In respect of the Strike Date :
		Underlying Reference Closing Price Value means in respect of a SPS Valuation Date, the Closing Level in respect of such day;
		SPS Valuation Date means the Strike Date.
		Strike Date: 16 April 2014
C.19	Final reference price of the 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(s) specified in Element C.18 above is:
		FTSE100 Index Information on the Underlying Reference can be obtained from the following website: www.ftse.com.

Section D – Risks

Element	Title
D.2	Key risks regarding the Issuer and the Guarantor	There are certain factors that may affect the Issuer's ability to fulfil its obligations under the Securities issued under the Programme [and the Guarantor's obligations under the Guarantee.
		Twelve main categories of risk are inherent in BNPP's activities:
		 Credit Risk;
		 Counterparty Risk;
		 Securitisation;
		 Market Risk;
		 Operational Risk
		 Compliance and Reputation Risk;
		 Concentration Risk
		 Asset-liability management Risk;
		 Breakeven Risk;
		 Strategy Risk;
		 Liquidity and refinancing Risk;
		 Insurance subscription 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 cost of risk.
		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-

Element	Title
		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.
		The following risk factors relate to BNPP B.V.: BNPP B.V. is an operating company. BNPP B.V.'s sole business is the raising and borrowing of money by issuing securities such as Notes, Warrants or Certificates or other obligations. BNPP B.V. has, and will have, no assets other than hedging agreements (OTC contracts mentioned in the Annual Reports), cash and fees payable to it, or other assets acquired by it, in each case in connection with the issue of securities or entry into other obligations related thereto from time to time. The net proceeds from each issue of Securities issued by the Issuer will become part of the general funds of BNPP B.V. BNPP B.V. uses such proceeds to maintain positions in options or futures contracts or other hedging instruments ("Hedging Agreements") and/or, in the case of Secured Securities, to acquire Collateral Assets. The ability of BNPP B.V. to meet its obligations under Securities issued by it will depend on the receipt by it of
		payments under the relevant Hedging Agreements. Consequently, Holders of BNPP B.V. Securities will, subject to the provisions of the relevant Guarantee, be exposed
		to the ability of counterparties in respect of such Hedging Agreements to perform their obligations under such Hedging Agreements. Securities sold in the United

Element	Title
		States or to U.S. Persons may be subject to transfer restrictions.
D.3	Key risks regarding	There are certain factors which are material for the purposes of assessing the market risks associated with Securities issued under the Programme, including that
	the Securities	Securities (other than Secured Securities) are unsecured obligations,
		the trading price of the Securities is affected by a number of factors including, but not limited to, the price of the relevant Underlying Reference(s), time to expiration or redemption and volatility and such factors mean that the trading price of the Securities may be below the Final Redemption Amount or Cash Settlement Amount or value of the Entitlement,
		exposure to the Underlying Reference in many cases will be achieved by the relevant Issuer entering into hedging arrangements and, in respect of Securities 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 Securities,
		the Securities may have a minimum trading amount and if, following the transfer of any Securities, a Holder holds fewer Securities than the specified minimum trading amount, such Holder will not be permitted to transfer their remaining Securities prior to expiration or redemption, as applicable, without first purchasing enough additional Securities in order to hold the minimum trading amount,
		the occurrence of an additional disruption event or optional additional disruption event may lead to an adjustment to the Securities, cancellation (in the case of Warrants) or early redemption (in the case of Notes and Certificates) 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 Securities,
		expenses and taxation may be payable in respect of the Securities,
		the Securities may be cancelled (in the case of Warrants) or redeemed (in the case of Notes and Certificates) 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 Securities,
		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 Securities affected by it,
		a reduction in the rating, if any, accorded to outstanding debt securities of the Issuer or Guarantor (if applicable) by a credit rating agency could result in a reduction in the trading value of the Securities,

Element	Title
		certain conflicts of interest may arise (see Element E.4 below),
		the only means through which a Holder can realise value from the Security prior to its Exercise Date, Maturity Date or Redemption Date, as applicable, is to sell it at its then market price in an available secondary market and that there may be no secondary market for the Securities (which could mean that an investor has to exercise or wait until redemption of the Securities to realise a greater value than its trading value)
		In addition, there are specific risks in relation to Securities which are linked to an Underlying Reference (including Hybrid Securities) and an investment in such Securities will entail significant risks not associated with an investment in a conventional debt security. Risk factors in relation to Underlying Reference linked Securities 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 Securities and that the Issuer will not provide post-issuance information in relation to the Underlying Reference.
D.6	Risk	See Element D.3 above.
	warning	In the event of the insolvency of the Issuer or if it is otherwise unable or unwilling to repay the Securities when repayment falls due, an investor may lose all or part of his investment in the Securities.
		If the Guarantor is unable or unwilling to meet its obligations under the Guarantee when due, an investor may lose all or part of his investment in the Securities.
		In addition, investors may lose all or part of their investment in the Securities as a result of the terms and conditions of the Securities.

Section E - Offer

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

Element	Title
E.4	Interest of natural	Other than as mentioned above, so far as the Issuer is aware, no person
	and legal persons	involved in the issue of the Securities has an interest material to the offer,
	involved in the	including conflicting interests.
	issue/offer
E.7	Expenses charged	No expenses are being charged to an investor by the Issuer.
	to the investor by
	the Issuer or an
	offeror