BNP Paribas — Capital/Financing Update 2014

Jul 31, 2014

FINAL TERMS DATED 22 MAY 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)

4,000 GBP "Reverse Convertible Worst-of " Certificates relating to a Basket of 5 Shares due 3 August 2020

ISIN Code: XS1029878292

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

The Securities are offered to the public in the United Kingdom from 22 May 2014 to 25 July 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) (together, the "2013 Base Prospectus"), notwithstanding the approval of an updated base prospectus which will replace the 2013 Base Prospectus (the "2014 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 (i) prior to the Publication Date, must be read in conjunction with the 2013 Base Prospectus, as supplemented, or (ii) on and after the Publication Date, must be read in conjunction with the 2014 Base Prospectus, as supplemented, save in respect of the Conditions which are extracted from the 2013 Base Prospectus as supplemented, as the case may be. The 2013 Base Prospectus, as supplemented, constitutes, and the 2014 Base Prospectus will constitute, a base prospectus for the purposes of the Prospectus Directive. Full information on BNP Paribas Arbitrage Issuance B.V. (the "Issuer") and the offer of the Securities is only available on the basis of the combination of these Final Terms and either (i) prior to the Publication Date, the 2013 Base Prospectus, as supplemented, or (ii) on or after the Publication Date, the 2014 Base Prospectus, as supplemented, save in respect of the Conditions which are extracted from the 2013 Base Prospectus as the case may be. The 2013 Base Prospectus, as supplemented, and these Final Terms are available, and the 2014 Base Prospectus will be available for viewing and copies may be obtained free of charge at the specified offices of the Security Agents. The Base Prospectus and the Supplements 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
CE4201NE	4,000	4,000	XS1029878292	102987829	100 % of the Notional Amount	3 August 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:	01 May 2014
4.	Issue Date:	1 August 2014
5.	Consolidation:	Not applicable
6.	Type of Securities:	(a) Certificates
		(b) The Securities are Share Securities.
		The provisions of Annex 3 (Additional Terms and Conditions for Share Securities) shall apply.
7.	Form of Securities:	Swedish Dematerialised 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 Issuer does not have the option to vary settlement in respect of the Securities.
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)
		Final Redemption Value: Worst Value
		Strike Price Closing Value: Applicable.
		Worst Value means, in respect of a SPS Valuation Date, the lowest

Underlying Reference Value for any Underlying Reference in the

Basket in respect of such SPS Valuation Date

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 Price 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;

Basket: as set out in §25(a)

Underlying Reference : as set out in §25(a)

SPS Valuation Date, SPS Redemption Valuation Date means 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 Price in respect of such day ;

SPS Valuation Date means the Strike Date.

	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 (in the case of Cash Settled Securities) 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 Branch
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: Not applicable

1. Share Securities: Applicable

(a) Share(s)/Share Company/Basket Company/GDR/AD R: The Securities are linked to the performance of a basket (the "Basket") composed of 4 ordinary shares, or, if so indicated in the table below in the column Share Company, another share type in the share capital of the relevant Share Company (each an "Underlying Referencek" or "Sharek").

k	Underlying Referncek	Bloomberg code	ISIN Code	Currencyk	Exchange
1	Anglo American PLC	AAL LN	GB00B1XZS820	GBP	London Stock Exchange
2	BAE Systems PLC	BA/ LN	GB0002634946	GBP	London Stock Exchange
3	HSBC Holdings PLC	HSBA LN	GB0005405286	GBP	London Stock Exchange
4	Imperial Tobacco Group	IMT LN	GB0004544929	GBP	London Stock Exchange
5	Prudential PLC	PRU LN	GB0007099541	GBP	London Stock Exchange

	(b)	Relative Performance Basket:	Not applicable
	(c)	Share Currency:	As set out in §25(a).
	(d)	ISIN of Share(s):	As set out in §25(a).
	(e)	Exchange(s):	As set out in §25(a).
	(f)	Related Exchange(s):	All Exchanges
	(g)	Exchange Business Day:	All Shares Basis
	(h)	Scheduled Trading Day:	All Shares Basis
	(i)	Weighting:	Not applicable
	(j)	Settlement Price:	Not applicable
	(k)	Disrupted Day:	As per Conditions.
	(l)	Specified Maximum Days of Disruption:	Eight (8) Scheduled Trading Days.
	(m)	Valuation Time:	Conditions apply.
	(n)	Delayed Redemption on Occurrence of an Extraordinary Event (in the case of Certificates only):	Not applicable
	(o)	Share Correction Period	As per Conditions
	(p)	Dividend Payment:	Not applicable
	(q)	Listing Change:	Applicable
	(r)	Listing Suspension:	Applicable
	(s)	Illiquidity:	Applicable
	(t)	Tender Offer:	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.	(a) Underlying Interest Rate Securities:		Not applicable
35.	Preference Certificates:	Share	Not Applicable
36.	OET Certificates:		Not applicable
37.	Additional Events:	Disruption	Applicable
38.	Optional Disruption Events:	Additional	(a)	The following Optional Additional Disruption Events apply to the Securities: Insolvency Filing
			(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
	(a) SPS	Knock-in	Applicable
	Valuation:			Knock-in Value: Worst Value
				Strike Price Closing Value: Applicable.
			Date.	Worst Value means, in respect of a SPS Valuation Date, the lowest Underlying Reference Value for any Underlying Reference in the Basket in respect of such SPS Valuation
			Strike Price.	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
				Underlying Reference Closing Price Value means, in respect of a SPS Valuation Date, the Closing Price 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.

Basket: as set out in §25(a)

Underlying Reference: as set out in §25(a)

SPS Valuation Date: Knock-in Determination Day.

In respect of the Strike Date :

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

Where:

SPS Valuation Date means the Strike Date.

(b)	Level:	Not applicable
(c)	Knock-in Level/Knock-in Range Level:	50 per cent.
(d)	Knock-in Period Beginning Date:	Not applicable
(e)	Knock-in Period Beginning Date Day Convention:	Not applicable
(f)	Knock-in Determination Period:	Not applicable
(g)	Knock-in Determination Day(s):	Redemption Valuation Date
(h)	Knock-in Period Ending Date:	Not applicable
(i)	Knock-in Period Ending Date Day Convention:	Not applicable
(j)	Knock-in Valuation Time:	Not applicable
(k)	Knock-in Observation Price Source:	Not applicable
(l)	Disruption	Not applicable

		Consequences:
40.		Knock-out Event:	Not applicable
		PROVISIONS RELATING TO WARRANTS
41.		Provisions relating to Warrants:	Not Applicable
		PROVISIONS RELATING TO CERTIFICATES
42.		Provisions relating to Certificates:	Applicable
	(a)	Notional Amount of each Certificate:	GBP 1,000
	(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):	3 November 2014 (i=1), 2 February 2015 (i=2), 1 May 2015 (i=3); 3 August 2015 (n=4); 2 November 2015 (i= 5); 1 February 2016 (i=6); 3 May 2016 (i=7); 1 August 2016 (i=8); 1 November 2016 (i=9); 1 February 2017 (i=10); 2 May 2017 (i=11); 1 August 2017 (i=12); 1 November 2017 (i=13); 1 February 2018 (i=14); 1 May 2018 (i=15); 1 August 2018 (i=16); 1 November 2018 (i=17); 1 February 2019 (i=18); 1 May 2019 (i=19); 1 August 2019 (i=20); 1 November 2019 (i=21); 3 February 2020 (i=22); 1 May 2020 (i=23) and the Redemption Date
	(iii)	Business Day Convention for Interest Period End Date(s):	Not applicable.
		(iv) Interest Payment Date(s):	3 November 2014 (i=1), 2 February 2015 (i=2), 1 May 2015 (i=3); 3 August 2015 (n=4); 2 November 2015 (i= 5); 1 February 2016 (i=6); 3 May 2016 (i=7); 1 August 2016 (i=8); 1 November 2016 (i=9); 1 February 2017 (i=10); 2 May 2017 (i=11); 1 August 2017 (i=12); 1 November 2017 (i=13); 1 February 2018 (i=14); 1 May 2018 (i=15); 1 August 2018 (i=16); 1 November 2018 (i=17); 1 February 2019 (i=18); 1 May 2019 (i=19); 1 August 2019 (i=20); 1 November 2019 (i=21); 3 February 2020 (i=22); 1 May 2020 (i=23) and the Redemption Date
		(v) Business Day Convention for Interest Payment Date(s):	Following Business Day Convention
		(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 Date(s): Not applicable.

• (xii) Accrual to Redemption Not applicable.

(xiii) Rate of Interest:	Fixed Rate
--------------------------	------------

(d)	Fixed Rate Provisions:	Applicable.
	(i) Fixed Rate[(s) of Interest (including/excluding on overdue amounts after Redemption Date or date set for early redemption):	1.75 per cent
	(ii) Fixed Coupon Amount[(s):	GBP 17.5 per Certificate
(e)	Floating Rate Provisions:	Not applicable.
(f)	Linked Interest Certificates:	Not applicable.
(g)	Payment of a Premium Amount:	Not applicable.
(h)	Index Linked Interest Certificates:	Not applicable.
(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 Certificates:	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)	Future Linked Interest Certificates:	Not applicable
(q)	Underlying Interest Determination Dates:	Not applicable.
(r)	Instalment Certificates:	Not applicable.
(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:	25 July 2014
(x)	Strike Price:	Not applicable
(y)	Redemption Valuation Date	27 July 2020
(z)	Averaging:	Not applicable
(aa)	Observation Dates:	Not applicable
(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:	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 22 May 2014 until 25 July 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

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: Guillaume RIVIERE 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

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 the Underlying Share are available on the relevant following Exchange websites, and its volatility may be obtained at the office of the Calculation Agent by mail to the following address: eqd.uk@bnpparibas.com

The Issuer does not intend to provide post-issuance information

Place where information on the	Anglo American PLC
Underlying Share can be	Website: www.angloamerican.com
obtained:

BAE Systems PLC Website: www.baesystems.com

HSBC Holdings PLC Website: www.hsbc.com

Imperial Tobacco Group PLC Website: www.imperial-tobacco.com

Prudential PLC Website: www.prudential.co.uk

5. Operational Information

	Relevant Clearing System(s):	Euroclear and Clearstream Luxembourg
6.	Terms and Conditions of the Public Offer
	Offer Period:	As set out in §47.
	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 22 May 2014 to, and including, 25 July 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/ XS1029878292) 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 1,000.
		Maximum subscription amount per investor: GBP 4,000,000.
		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/ XS1029878292.

	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	The Securities will be issued on the Issue Date against payment to the Issuer by the Distributor of the gross subscription moneys.
	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 the offer are to be made public:	Publication on the following website: http://eqdpo.bnpparibas.com/ XS1029878292. and/or (ii) publication on the website of the Luxembourg Stock Exchange (www.bourse.lu) on or on or around 25 July 2014
	Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised:	Not applicable
	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/ XS1029878292) and/or (ii) publication on the website of the Luxembourg Stock Exchange (www.bourse.lu) on or around 25 July 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:	Not applicable
7.	Placing and Underwriting
	Name(s) and address(es), to the extent	Meteor Asset Management Limited 55 King William Street
	known to the Issuer, of the placers in the various countries where the offer	London EC4R 9AD No underwriting commitment is
	takes place:	undertaken by the Distributor.
	Name and address of the co-	Not applicable.

16

ordinator(s) of the global offer and of single parts of the offer:

Name and address of any paying agents and depository agents in each country (in addition to the Principal Security Agent): Not applicable.

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: Not applicable.

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

8. 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

Section A - Introduction and warnings

Element	Title
		aid investors when considering whether to invest in the Securities.
A.2	Consent as to use the Base Prospectus, period of validity and	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 Manager and Meteor Asset Management Limited (each an "Authorised Offeror").
	other conditions attached	Offer period: The Issuer's consent referred to above is given for Non-exempt Offers of Securities from 22 May 2014 to 25 July 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	BNP Paribas Arbitrage Issuance B.V. ("BNPP B.V." or the "Issuer").
	commercial
	name of the
	Issuer
B.2	Domicile/ legal	The Issuer was incorporated in the Netherlands as a private company with
	form/	limited liability under Dutch law having its registered office at Herengracht 537,
	legislation/	1017 BV Amsterdam, the Netherlands.
	country of
	incorporation
B.4b	Trend	Not applicable, there are no trends, uncertainties, demands, commitments or
	information	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.

Element	Title
B.5	Description of the Group		operations for those subsidiary companies (together the "BNPP 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
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 31 December 2013 and there has been no material adverse change in the prospects of the BNPP Group since 31 December 2013.There has been no significant change in the financial or trading position of BNPP B.V. since 30 June 2013 and there has been no material adverse change in the prospects of BNPP B.V. since 31 December 2012
B.13	Events impacting the Issuer's solvency		Issuer's solvency since 31 December 2012.	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
B.14	Dependence The Issuer is dependent upon BNPP and other members of the BNPP Group. upon other See also Element B.5 above. group entities
B.15	Principal			The principal activity of the Issuer is to issue and/or acquire financial

Element	Title
	activities	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. 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	Macro-economic environment Market and macroeconomic conditions affect the BNPP's results. The nature of the BNPP's business makes it particularly sensitive to market and macroeconomic conditions in Europe, which have been difficult and volatile in recent years. In 2013, the global economy began to move towards equilibrium, with several

Element	Title
		emerging countries slowing down and a slight recovery in the developed countries. In 2013, global economic conditions remained generally stable as compared to 2012. IMF and OECD economic forecasts for 2014 generally indicate a renewal of moderate growth in developed economies albeit less strong and uniform in the Euro-Zone. Their analysts consider that uncertainties remain regarding the strength of the recovery, particularly in light of the U. S. Federal Reserve's announcement in December 2013 that it would gradually reduce ("taper") its stimulus program, and in the Euro-zone, where a risk of deflation exists.
		Within the Euro-zone, sovereign credit spreads continued to decrease in 2013 following the decrease recorded in 2012 from the previous historically high levels. The financial condition of certain sovereigns has markedly improved but there remains uncertainty as to the solvency of some others.
		Laws and Regulations applicable to Financial Institutions
		Laws and regulations applicable to financial institutions that have an impact on the BNPP have significantly evolved in the wake of the global financial crisis. The measures that have been proposed and/or adopted in recent years include more stringent capital and liquidity requirements (particularly for large global banking groups such as the BNP Paribas Group), taxes on financial transactions, restrictions and taxes on employee compensation, limits on the types of activities that commercial banks can undertake and ring-fencing or even prohibition of certain activities considered as speculative within separate subsidiaries, restrictions on certain types of financial products, increased internal control and reporting requirements, more stringent conduct of business rules, mandatory clearing and reporting of derivative transactions, requirements to mitigate risks in relation to over-the-counter derivative transactions and the creation of new and strengthened regulatory bodies. The measures that were recently adopted, or in some cases proposed and still under discussion, that have or are likely to affect the BNPP, include in particular the French Ordinance of 27 June 2013 relating to credit institutions and financing companies ("Sociétés de financement"), which came into force on 1 January 2014 and the French banking law of 26 July 2013 on the separation and regulation of banking activities and the Ordinance of 20 February 2014 for the adaptation of French law to EU law with respect to financial matters; the EU Directive and Regulation on prudential requirements "CRD IV" dated 26 June 2013 and many of whose provisions have been applicable since 1 January 2014; the proposals of technical regulatory and execution rules relating to the Directive and Regulation
		CRD IV published by the EBA; the designation of the BNPP as a systemically important financial institution by the FSB; the public consultation for the reform
		of the structure of the EU banking sector of 2013 and the European
		Commission's proposed regulation on structural measures designed to improve
		the strength of EU credit institutions of 29 January 2014; the proposal for a regulation on indices used as benchmarks in financial instruments and financial
		contracts; the European single supervisory mechanism; the European proposal

Element	Title	for a single resolution mechanism and the proposal for a European Directive on bank recovery and resolution; the final rule for the regulation of foreign banks imposing certain liquidity, capital and other prudential requirements adopted by the U.S. Federal Reserve; the proposal of the U.S. Federal Reserve relating to liquidity ratios of large banks; and the "Volcker" Rule imposing certain restrictions on investments in or sponsorship of hedge funds and private equity funds and proprietary trading activities (of U.S. banks and to some extent non U.S. banks) that was recently adopted by the U.S. regulatory authorities. More generally, regulators and legislators in any country may, at any time, implement new or different measures that could have a significant impact on the financial system in general or the BNPP in particular
B.19/B.5	Description of the Group		the BNP Paribas Group (the "BNPP 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 75 countries and has almost 185,000 employees, including over 141,000 in Europe. BNPP is the parent company of
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/ B.12	Selected historical key financial information: Comparative Annual Financial Data - In millions of EUR
			31/12/2012	31/12/2013
	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
	due from customers	Consolidated loans and receivables	630,520	617,161
		Consolidated items due to customers	539,513	557,903
		Shareholders' equity (Group share)	85,444	87,591

Element	Title
		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 2013.
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 2013.
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.
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:

Element	Title
		• Europe-Mediterranean, • BancWest; • Personal Finance; • Investment Solutions;
		• Corporate and Investment Banking (CIB).
B.19/ B.16	Controlling shareholders	The main shareholders are Société Fédérale de Participations et d'Investissement (SFPI) a public-interest société anonyme (public limited company) acting on behalf of the Belgian government holding 10.3% of the share capital as at 31 December 2013 and Grand Duchy of Luxembourg holding 1.0% of the share capital as at 31 December 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), A1 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 CE4201NE The ISIN is XS1029878292 The Common Code is102987829 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	Securities issued under the Programme will have terms and conditions relating to,

Element	Title
	attaching to the Securities	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 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/ Redemption	Interest The Securities pay interest. The first interest payment will be made on 3 November

Element	Title
		2014.
		Fixed Rate is applicable
		Fixed Rate of Interest is 1.75 %
		Interest Payment Dates are 3 November 2014 (i=1), 2 February 2015 (i=2), 1 May 2015 (i=3); 3 August 2015 (n=4); 2 November 2015 (i= 5); 1 February 2016 (i=6); 3 May 2016 (i=7); 1 August 2016 (i=8); 1 November 2016 (i=9); 1 February 2017 (i=10); 2 May 2017 (i=11); 1 August 2017 (i=12); 1 November 2017 (i=13); 1 February 2018 (i=14); 1 May 2018 (i=15); 1 August 2018 (i=16); 1 November 2018 (i=17); 1 February 2019 (i=18); 1 May 2019 (i=19); 1 August 2019 (i=20); 1 November 2019 (i=21); 3 February 2020 (i=22); 1 May 2020 (i=23) and the Redemption Date.
		Redemption
		Unless previously redeemed or cancelled, each Security will be redeemed on the Redemption Date
		Representative of Security holders
		No representative of the Security holders 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 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	The Redemption Date of the Securities is 3 August 2020

Element	Title
	Securities
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	See Element C.8 above for the rights attaching to the Securities.
	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: NA× SPS Payout
		NA: GBP 1,000
		SPS Payout: SPS Reverse Convertible Standard Securities
		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)
		Final Redemption Value: Worst Value
		Strike Price Closing Value: Applicable.
		Worst Value means, in respect of a SPS Valuation Date, the lowest Underlying Reference Value for any Underlying Reference in the Basket in respect of such SPS Valuation Date
		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 Price 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;
		Basket: as set out in item C 20
		Underlying Reference : as set out in item C 20
		SPS Valuation Date, SPS Redemption Valuation Date means 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 Price in respect of such day.
		SPS Valuation Date means the Strike Date.

Element	Title
		Strike Date : 25 July 2014
		Knock-in Event: Applicable.
		SPS Knock-in Valuation: If the Knock-In Value is less than the Knock-In Level on the Knock-In Determination Day.
		Knock-in Value: Worst Value
		Strike Price Closing Value: Applicable
		Worst Value means, in respect of a SPS Valuation Date, the lowest Underlying Reference Value for any Underlying Reference in the Basket in respect of such SPS Valuation Date.
		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 Price 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.
		Basket: as set out in item C 20
		Underlying Reference : as set out in item C 20
		SPS Valuation Date: Knock-in Determination Day.
		Knock-in Level: 50 %
		Knock-in Valuation Time: The Valuation Time.
		In respect of the Strike Date :
		Underlying Reference Closing Price Value means in respect of a SPS Valuation Date, the Closing Price in respect of such day ;
		Where:
		SPS Valuation Date means the Strike Date;
		Strike Date means 25 July 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

Element	Title
C.20	Underlying	The Underlying Reference(s) specified in Element C.18 above are as follows.
		Information on the Underlying Reference(s) can be obtained on the following
		website(s):
		Anglo American PLC
		Website: www.angloamerican.com
		BAE Systems PLC
		Website: www.baesystems.com
		HSBC Holdings PLC
		Website: www.hsbc.com
		Imperial Tobacco Group PLC
		Website: www.imperial-tobacco.com
		Prudential PLC
		Website: www.prudential.co.uk

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;

Element	Title
		• 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 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.

Element	Title
		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 (other than Secured Securities) are unsecured obligations,
	Securities	-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 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

Element	Title
		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,
		-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,
		-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 share, similar market risks to a direct equity investment, global depositary receipt ("GDR") or American depositary receipt ("ADR"), potential adjustment events or extraordinary events affecting shares 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.

Element	Title
D.6	Risk warning	See Element D.3 above.
		In the event of the insolvency of the Issuer or if it is otherwise unable or unwilling to repay the 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 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 %.
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.
E.7	Expenses charged to the investor by the Issuer or an offeror	No expenses are being charged to an investor by the Issuer.

Avsnitt D – Risker

Dl t r unni	Rubrik