BNP Paribas — Capital/Financing Update 2014

May 13, 2014

FINAL TERMS DATED 17 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 Certificates relating to the Series 220 Preference Shares of BNP Paribas Synergy Limited

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.

None of the Issuer, the Guarantor or 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.

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 and the 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 to the Base Prospectus and these Final Terms are available for viewing at BNP

Paribas Securities Services, Luxembourg Branch, 33 Rue de Gasperich Howald-Hesperange, 2085, Luxembourg and copies may be obtained free of charge at the specified offices of the Security Agents. 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	NO. OF SECURITIES	ISIN	COMMON	ISSUE PRICE	REDEMPTION
NUMBER	ISSUED		CODE	PER SECURITY	DATE
CE0061GOD	5,000,000	XS0993342400	099334240	$100\%$ of the Notional Amount	13 May 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:	17 March 2014
4.	Issue Date:	13 May 2014
5.	Consolidation:	Not applicable
6.	Type of Securities:	Certificates (a)
		(b) The Securities are Preference Share Certificates.
		The provisions of Annex 14 (Additional Terms and Conditions for Preference Share Certificates) shall apply.
7.	Form of Securities:	Clearing System Global Security
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 for Cash Convention Settlement Amount:	Not applicable
11.	Variation of Settlement:
	Issuer's option to vary settlement:	The Issuer does not have the option to vary settlement in respect of the Securities.
12.	Final Payout	Preference Share Certificate Condition 6 applies
	Payout Switch:	Not applicable
	Aggregation:	Applicable
13.	Relevant Asset(s):	Not applicable
14.	Entitlement:	Not applicable

15.	Exchange Rate /Conversion Rate	Not applicable
16.	Settlement Currency: The settlement currency for the payment of the Cash Settlement Amount is Pounds 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 Branch
20.	Registrar:	Not applicable
21.	Calculation Agent:	BNP Paribas Arbitrage S.N.C.
22.	Governing law:	English law
23.	Masse provisions (Condition 9.4):	Not applicable
	PRODUCT SPECIFIC PROVISIONS (ALL SECURITIES)
24.	Index Securities:	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:	Applicable
	Preference Share: (a)	Series 220 Preference Shares of BNP Paribas Synergy
	(b) Preference Share Redemption	Limited
	Valuation Date:	6 May 2020
36.	OET Certificates:	Not applicable
37.	Additional Disruption Events:	Not applicable
38.	Optional Additional Disruption Events:	The following Optional Additional Disruption (a) Events apply to the Securities:
		Insolvency Filing
39.	Knock-in Event:	Not applicable
40.	Knock-out Event:	Not applicable

$\mathcal{L}^{\text{max}}_{\text{max}}$

$\frac{1}{2}$

PROVISIONS RELATING TO WARRANTS

1. Provisions relating to Warrants: Not applicable

PROVISIONS RELATING TO CERTIFICATES

42.		Provisions relating to Certificates:	Applicable
	(a)	Notional of Amount each Certificate:	GBP 1.00
	(b)	Partly Paid Certificates:	The Certificates are not Partly Paid Certificates.
	(c)	Interest:	Not applicable
	(d)	Instalment Certificates:	The Certificates are not Instalment Certificates.
	(e)	Issuer Call Option:	Not applicable
	(1)	Holder Put Option:	Not applicable
	(g)	Automatic Early Redemption:	Not applicable
	(h)	Renouncement Notice Cut-off Time	Not applicable
	(i)	Strike Date:	Not applicable
	(j)	Strike Price:	Not applicable
	(k)	Redemption Valuation Date:	Not applicable
	(1)	Averaging:	Averaging does not apply to the Securities.
	(m)	Observation Dates:	Not applicable
	(n)	Observation Period:	Not applicable
	(o)	Settlement Business Day:	Not applicable
	(p)	Cut-off Date:	Not applicable

ù.

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:	TEFRA not applicable
47.	Non-exempt Offer:	An offer of the Securities may be made by the Manager(s) and METEOR ASSET MANAGEMENT LIMITED (the "Initial Authorised Offerors") being persons to whom the Issuer has given consent, (the Authorised Offerors) other than pursuant to Article $3(2)$ of the Prospectus Directive in the United Kingdom (the "Public Offer Jurisdictions") during the period from and including 17 March 2014 until and including 30 April 2014 (the "Offer Period"). See further Paragraph 6 of Part B below.

General Consent: Not applicable

Other Conditions to consent: Not applicable

PROVISIONS RELATING TO COLLATERAL AND SECURITY

1. Collateral Security Conditions: Not applicable

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

$\mathbf{1}$ . 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 to trading on the Luxembourg Stock Exchange's regulated market with effect from the Issue Date.

$2.$ Ratings

Ratings: The Securities have not been rated.

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

$\ddot{a}$ Performance of Underlying/Formula/Other Variable, Explanation of Effect on Value of Investment and Associated Risks and Other Information concerning the Underlying

The Certificates relate to the Series 220 Preference shares of the BNP Paribas Synergy Limited relating to the FTSE 100 Index and a basket comprising Shares.

The performance of the Preference Shares depends on the performance of the relevant underlying asset(s) or basis of reference to which the Preference Shares are linked (the "Preference Share Underlying"). The Preference Share Underlying is the FTSE 100 Index and a basket of shares comprising BP PLC, HSBC Holdings PLC, GlaxoSmithKline and Vodafone Group. Information on the Preference Share Underlying (including past and further performance and volatility) is published on Reuters page BNPP=GB00BKRBYX66

The Preference Share Value will be published on each Business Day on Reuters page BNPP= GB00BKRBYX66

The Issuer does not intend to provide post-issuance information.

$5₁$ Operational Information

Relevant Clearing System(s):

Euroclear and Clearstream, Luxembourg

6. Terms and Conditions of the Public Offer

Applicable. METEOR ASSET MANAGEMENT LIMITED (the "Financial Intermediary") will manage a plan (the "Plan") which will be offered to the public in the Public Offer Jurisdiction in accordance with the arrangements listed below. The Financial Intermediary has selected the Certificates as the securities into which the Financial Intermediary will invest on behalf of investors in the Plan. The proceeds invested by investors in the Plan will be used by the Financial Intermediary to purchase the Certificates. It is understood that the performance of the Plan will be related to the performance of the Certificates throughout their term. Therefore, the amounts payable by the Financial Intermediary on the redemption of the Plan are linked to the amounts paid by the Issuer pursuant to the terms and conditions of the Certificates.

Offer Period:

See paragraph 47 above

Offer Price:

Conditions to which the offer is subject:

A prospective investor in the Plan should contact the Financial Intermediary for details of the Offer Price.

If any commissions or fees discount relating to the issue and sale of the Certificates have been paid or are payable by the Manager to any intermediary then such intermediary may be obliged to fully disclose to its clients the existence, nature and amount of any such commissions or fees (including, if applicable, by way of discount) as required in accordance with laws and regulations applicable to such intermediary, including any legislation regulation and/or rule implementing the Markets in Financial Instruments Directive (2004/39/EC) ("MiFID"), or as otherwise may apply in any non-EEA jurisdictions. Potential investors in these Certificates intending to purchase Certificates through an intermediary (including by way of introducing broker) should request details of any such commission or fee payment from such intermediary before making any purchase thereof.

Offers of the Plan in its current form by the Financial Intermediary are conditional on the issue of the Certificates by the Issuer and subject to the contractual arrangements in place between the Manager and Financial Intermediary.

The Issuer reserves the right to not issue the Certificates at any time on or prior to the Issue Date. As between the Manager and its customers (including the Financial Intermediary) offers of the Certificates are further subject to such conditions as may be agreed between them and/or as are specified in any arrangements in place between them. As between the Financial Intermediary and its customers, offers of a beneficial interest in the Certificates pursuant to the Plan are further subject to such conditions as may be agreed between them and/or as are specified in any arrangements in place between them. The Issuer will not be a party to any such arrangements with prospective investors (other than the Manager) in connection with the offer or sale of the Certificates or beneficial interests in

the Certificates through the Plan and accordingly the Base Prospectus and these Final Terms will not contain such information and an Investor must obtain such information from the Financial Intermediary.

Any offer of the Plan by the Financial Intermediary will be made in its own name and on its own behalf and not as an agent of the Issuer, the Guarantor or the Manager and only the Financial Intermediary will be liable for the offer in the Public Offer Jurisdiction. None of the Issuer, Guarantor or Manager accepts any liability for the offer or sale by the Financial Intermediary of an investment in the Plan to investors in the Public Offer Jurisdiction.

Description of the application process:

A prospective investor in the Plan should, prior to the end of the Offer Period (as defined above), contact the Financial Intermediary for details of the application process to purchase an interest in the Plan during the Offer Period. A prospective investor in the Plan will invest in accordance with the arrangements existing between the Financial Intermediary and its customers relating to a subscription of products generally. Prospective investors will not enter into any contractual arrangements directly with the Issuer, Guarantor or the Manager related to the subscription for the Certificates. If an investor in any jurisdiction other than the Public Offer Jurisdiction wishes to purchase Certificates or to make an investment in the Plan, such investor should (a) be aware that sales in the relevant jurisdiction may not be permitted; and (b) contact its financial advisor, bank or financial intermediary for more information.

These Final Terms may only be used in connection with and within the terms of this offer. The Final Terms do not authorise, and may not be used by the Financial Intermediary or any other party in connection with, the subsequent offer or sale of any Certificates outside the terms of the offer or the Offer Period.

With the exception of the Public Offer

Jurisdiction no action has been or will be taken in any jurisdiction by the Issuer, Guarantor or the Manager that would permit a public offering of the Certificates, or possession or distribution of any offering material in connection with the issue of the Certificates in any country or jurisdiction where action for that purposes is required. The Financial Intermediary must comply with all applicable laws and regulations in the Public Offer Jurisdiction in connection with the offer and sale of Certificates at its own expense. Details of the minimum and/or maximum amount A prospective investor in the Plan should contact of application: the Financial Intermediary for details of any minimum and/or maximum amount of the individual applications for an interest in the Plan. Description of possibility to reduce subscriptions A prospective investor in the Plan should contact and manner for refunding excess amount paid by the Financial Intermediary regarding the applicants: possibility of reducing their subscriptions during the Offer Period and the manner for refunding any excess amount paid. Details of the method and time limits for paying A prospective investor in the Plan should contact up and delivering the Securities: the Financial Intermediary for details of the method and time limits for paying up and delivering an interest in the Plan. Manner in and date on which results of the offer The final amount of Certificates to be issued will are to be made public: be determined based on market demand for an investment in the Plan during the Offer Period and will be published on the Luxembourg Stock Exchange's website (www.bourse.lu) and at the registered office of the Issuer and Guarantor on or prior to the Issue Date. Procedure for exercise of any right of pre-A prospective investor in the Plan should contact emption, negotiability of subscription rights and the Financial Intermediary for details of any right treatment of subscription rights not exercised: of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised. Process for notification to applicants of the Prospective investors in the Plan will be notified amount allotted and indication whether dealing by the Financial Intermediary in accordance with may begin before notification is made: the arrangements in place between the Financial

9

Intermediary and its customers.

avoidance of doubt no dealings in the Certificates

For the

		, wav place pliot to the local Dute
	Amount of any expenses and taxes specifically charged to the subscriber or purchaser:	Prospective investors in the Plan should contact the Financial Intermediary for details of any expenses and taxes that would be specifically charged in relation to any subscription of an interest in the Plan.
7.	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:	METEOR ASSET MANAGEMENT LIMITED 55 William King Street London EC4R 9AD
	Name and address of the co-ordinator(s) of the global offer and of single parts of the offer:	Not applicable
	Name and address of any paying agents and depository agents in each country (in addition to the Principal Security Agent):	Prospective investors in the Plan should contact the Financial Intermediary for details of any additional paying agents or depository agents involved in the offer of the Plan.
	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:	No underwriting commitment is undertaken by the Manager or the Financial Intermediary.
	When the underwriting agreement has been	Not applicable

may take place prior to the Jeme Data

or will be reached:

Issuer is only offering to and selling to the Manager pursuant to and in accordance with terms agreed with the Manager. All sales to persons other than the Manager will be made by the Manager or person to whom it sells and/or otherwise makes arrangements with including the Financial Intermediary. The Issuer shall not be liable for any offers, sales or purchases of Certificates or beneficial interests in the Certificates pursuant to the Plan to persons (other than in respect of offers and sales to and purchasers of Certificates by the Manager and only then pursuant to the terms agreed with the Manager), which are made by the Manager or the Financial Intermediary in accordance with the arrangements in place between any such Manager or the Financial Intermediary and its customers.

The Manager has acknowledged and agreed and the Financial Intermediary will be required by the Manager to acknowledge and agree that for the purpose of offer(s) of the Certificates, the Issuer will not allow the Certificates to be publicly offered in any other European Economic Area Member State; accordingly the Certificates may only be publicly offered in the Public Offer Jurisdiction or offered to qualified investors (as defined in the Prospectus Directive) in any other European Economic Area Member States and that all offers of Certificates by it will be made only in accordance with the selling restrictions set forth in the Base Prospectus and the provisions of these Final Terms and in compliance with all applicable laws and regulations.

ISSUE SPECIFIC SUMMARY

Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered in Sections $A - E(A, I - E, 7)$ . 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.

Section A - Introduction and warnings

Element	Title
A.1	Warning that the summary should be read as an introduction and provision as to claims	٠	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.
		۰	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.

Element	Title
A.2	Consent as to use the Base Prospectus, period of validity and other conditions attached	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 Offers of Securities during the period from and including 17 March 2014 to and including 30 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 and (b) only extends to the use of the Base Prospectus to make Non-exempt Offers of the relevant Tranche of Securities in the United Kingdom.
		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 THE AND 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.4 b	Trend information	Not applicable, there are no trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on BNPP B.V.and the industries in which it operates for at least the current financial year.
B.5	Description of	BNPP B.V. is a wholly owned subsidiary of BNP Paribas. BNP Paribas is the

Element	Title
	the Group		operations for those subsidiary companies (together the "BNPP Group")	ultimate holding company of a group of companies and manages financial
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 Date - 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
	Shareholders' 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. However, the Bank has recorded in its financial statements for the fourth
				quarter of 2013 a provision of EUR 798 million related to the retrospective review of US dollar
		payments involving parties subject to US economic sanctions.
				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 Issuer since 30 June

Î,

Element	Title
	December 2012.	2013 and there has been no material adverse change in the prospects of the Issuer since 31
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 shareholders	BNP Paribas holds 100 per cent. of the share capital of the Issuer.
B.17	Solicited credit ratings	BNPP B.V.'s long term credit ratings are A+ with a negative outlook (Standard & Poor's Credit Market Services France SAS) and BNPP B.V.'s short term credit ratings are A-1 (Standard & Poor's Credit Market Services France SAS). The Securities have not been rated.
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

×

ä

Element	Title
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.4 b	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.
		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 transparency requirements, more stringent business conduct rules, and 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	Not applicable, there are no qualifications in any audit report on the historical financial information included in the Base Prospectus.

$\hat{\mathbf{x}}$

Element	Title
B.19/ B.12	Selected historical key financial information: Comparative Annual Financial Data - In millions of EUR
		31/12/2012	31/12/2013 (unaudited)
	Revenues	39,072	38,822
	Cost of risk	(3,941)	(4, 054)
	Net income, Group share	6,564	4,832
	Common Equity Tier 1 Ratio (Basel 2.5)	11.7%	11.7%
	Tier 1 Ratio	13.6%	12.8%
	Total consolidated balance sheet	1,907,200	1,800,139
	Consolidated loans and receivables due from customers	630,520	617,161
	Consolidated items due to customers	539,513	557,903
	Shareholders' equity (Group share)	85,444	87,591

i,

Element	Title
	Comparative Interim Financial Data for the six month period ended 30 June 2013 - In millions of EUR
		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%
	consolidated balance Total 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
	In millions of EUR		Comparative Interim Financial Data for the three month period ended 30 September 2013 -
		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
	Common Equity Tier 1 Ratio (Basel 2.5)	11.8%	12.6%
	Tier 1 Ratio	13.6%	13.8%
	Total consolidated balance sheet	1,907,200	1,855,621
	Consolidated loans and receivables due from customers	630,520	610,987
	Consolidated items due to $\vert$ customers	539,513	552,547

$\hat{\mathbf{z}}$

Element	Title
	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		Guarantor's solvency since 31 December 2012	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
B.19/ B.14	Dependence upon other	of the BNPP Group.		Subject to the following paragraph, BNPP is not dependent upon other members
	Group entities	significant shareholder. See also Element B.5 above.		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 I 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
B.19/ B.15	Principal activities	۰	BNP Paribas holds key positions in its three activities: Retail Banking, which includes:
			a set of Domestic Markets, comprising:
			French Retail Banking (FRB),
			banking,	BNL banca commerciale (BNL bc), Italian retail
			Belgian Retail Banking (BRB),
			Other Domestic Luxembourg Retail Banking (LRB);	Markets activities, including
			International Retail Banking, comprising:
			Europe-Mediterranean,
			BancWest;
			Personal Finance;

Element	Title
		Investment Solutions;
		Corporate and Investment Banking (CIB).
B.19/ B.16	Controlling shareholders	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.
B.19/ 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.). 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 - 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 is CE0061GOD. The Tranche number is 1. The ISIN is: XS0993342400. The Common Code is: 099334240. The Securities are cash settled Securities.
C.2	Currency	The currency of this Series of Securities is Pounds Sterling (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, Sweden, 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 an unsecured basis. Securities issued on an unsecured basis constitute direct, unconditional, unsecured and unsubordinated obligations of

Element	Title
		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.
		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 (as amended or supplemented from time to time), 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 (as amended or supplemented from time to time) 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 do not bear or pay interest.
		Redemption
		Unless previously redeemed or cancelled, each Security will be redeemed as set out in Element C.18.
		The Certificates may also be redeemed early (i) on occurrence of an Additional Disruption Event, an Optional Additional Disruption Event, an Extraordinary Event, a Potential Adjustment Event or (ii) if an Early Redemption Notice is given

Element	Title
		in respect of the Preference Shares or (i) if performance of the Issuer's obligations under the Securities becomes illegal, or becomes illegal or impractical by reason of force majeure or act of state. The amount payable under the Securities on early redemption will be, in the case of (i) the Early Redemption Amount (see item C.18), in the case of (ii) the Early Redemption Certificate Amount (see item C.18) or (iii) in the case of (i) the fair market value of each Security less hedge costs.
		Representative of Securityholders
		No representative of the Securityholders has been appointed by the Issuer.
		Please also refer to item C.8 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 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 13 May 2020 or if later the second business day immediately following the Preference Share Redemption Valuation Date.
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. Final Redemption 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 the Final Payout.

Element	Title
		The "Final Payout" is an amount equal to:
		Preference Share Value final
		Issue Price x Preference Share Value inital
		where:
		"Preference Share Value final " means the Preference Share Value on the Final Valuation Date; and
		"Preference Share Value initial " means the Preference Share Value on the Initial Valuation Date.
		"Final Valuation Date" means the Preference Share Redemption Valuation Date.
		"Initial Valuation Date" means the Issue Date or, if the date for valuation of or any determination of the underlying asset or reference basis (or any part thereof) for the Preference Shares falling on or about such day is to be delayed in accordance with the terms and conditions of the Preference Shares by reason of a disruption or adjustment event, the Initial Valuation Date shall be such delayed valuation or determination date(s), all as determined by the Calculation Agent.
		"Preference Share" means the Series 220 Preference Shares issued by BNP Paribas Synergy Limited (the "Preference Share Issuer").
		"Preference Share Redemption Valuation Date" means 6 May 2020 or if the date for valuation of or any determination of the underlying asset or reference basis (or any part thereof) for the Preference Shares falling on or about such day is to be delayed in accordance with the terms and conditions of the Preference Shares by reason of a disruption or adjustment event, the Preference Share Redemption Valuation Date shall be such delayed valuation or determination date(s), all as determined by the Calculation Agent.
		"Preference Share Value" means, in respect of any day, the market value of a Preference Share on such day, at a time prior to any redemption of such Preference Share, as determined by the Calculation Agent in good faith and in a commercially reasonable manner.
		Early Redemption
		"Early Redemption Amount" means, an amount in the Settlement Currency calculated by the Calculation Agent on the same basis as the Cash Settlement Amount except that the definition of Preference Share Value final shall be the Preference Share Value on the day falling two Business Days before the Early Redemption Date.
		"Early Redemption Certificate Amount" means, in respect of each Certificate, an amount in the Settlement Currency calculated by the Calculation Agent equal to:

ł

Element	Title
		Preference Share Value early Issue Price ×- Preference Share Value inital
		where:
		"Preference Share Value early " means the Preference Share Value on the Early Preference Share Redemption Date.
		"Early Redemption Date" means the date selected by the Issuer falling not more than 10 business days immediately succeeding the date on which the illegality, force majeure, Potential Adjustment Event, Additional Disruption Event, Optional Additional Disruption Event or Extraordinary Event, as the case may be, occurs.
		"Early Redemption Notice" means the notice of early redemption given in respect of the Preference Shares.
		"Early Preference Share Redemption Date" means a date upon which the Preference Shares are redeemed prior to their planned maturity, as specified in the relevant Early Redemption Notice.
		The above provisions are subject to adjustment as provided in the conditions of the Securities to take into account events in relation to the Underlying Reference or the Securities. This may lead to adjustments being made to the Securities or in some cases the Securities being terminated early at an early redemption amount (see item $C.9$ ).
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.9 and C.18 above
C.20	Underlying	The Underlying Reference specified in Element C.9 above. Information on the Underlying Reference be obtained can from Reuters $BNPP=$ page GB00BKRBYX66.

$| \cdot |_2$

i,

Section $D - R$ isks

Element	Title
D.2	Key risks regarding the Issuer	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.
	and the Guarantor	Twelve main categories of risk are inherent in BNPP's activities:
		Credit Risk;
		Counterparty Risk;

Element	Title
		Securitisation; ۰
		Market Risk;
		Operational Risk;
		Compliance and Reputation Risk; ۰
		Concentration Risk; ۰
		Asset-liability management Risk; ۰
		Breakeven Risk; ۰
		Strategy Risk; ۰
		Liquidity and refinancing Risk; ٠
		Insurance subscription Risk. ۰
		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- 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.

Element	Title
		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 States or to U.S. Persons may be subject to transfer restrictions.
D.3	Key risks regarding the	There are certain factors which are material for the purposes of assessing the market risks associated with Securities issued under the Programme, including that Securities are unsecured obligations, the trading price of the Securities is affected by
	Securities	a number of factors including, but not limited to, the price of the relevant Underlying Reference; time to redemption and volatility and such factors mean that the trading price of the Securities may be below the Cash Settlement Amount; exposure to the Underlying Reference in many cases will be achieved by the relevant Issuer entering into hedging arrangements and potential investors are exposed to the performance of these hedging arrangements and events that may affect the hedging arrangements

$\hat{\mathbf{y}}$

Element	Title
		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, 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 Securities; expenses and taxation may be payable in respect of the Securities; the Securities 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 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 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 by a credit rating agency could result in a reduction in the trading value of the Securities, 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 Redemption Date 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 wait until redemption of the Securities to realise a greater value than its trading value) an active secondary market may never be established or may be illiquid and this may adversely affect the value at which an investor may sell its Securities (investors may suffer a partial or total loss of the amount of their investment). In addition, there are specific risks in relation to Securities which are linked to an Underlying Reference 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 a preference share and preference share issuer; that investors risk losing all or a part of their investment if the value of the preference shares does not move in the anticipated direction; that the Preference Share Certificates may be early redeemed in certain circumstances and that the Issuer will not provide post-issuance information in relation to the Underlying Reference. In certain circumstances Holders may lose the entire value of their investment.
D.6	Risk 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

Element	Title
		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.

$\parallel$ .

$\hat{\boldsymbol{s}}$

Section E - Offer

Element	Title
E.2 b	Reasons for the offer and use of proceeds	The net proceeds from the issue of the Securities 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 Securities is being offered in a Non-Exempt Offer in the United Kingdom. The issue price of the Securities 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 Securities has an interest material to the offer, including conflicting interests.

$\frac{1}{\sigma_{\rm{B}}}\,$