BNP PARIBAS ARBITRAGE ISSUANCE

AVVISO n.21091

18 Dicembre 2013

SeDeX - INV. CERTIFICATES

Mittente del comunicato : Borsa Italiana

Societa' oggetto dell'Avviso

: BNP PARIBAS ARBITRAGE ISSUANCE

Oggetto : Inizio negoziazione 'Investment Certificates

Testo del comunicato

- Classe B' 'BNP PARIBAS ARBITRAGE ISSUANCE'

Si veda allegato.

Disposizioni della Borsa

Strumenti finanziari: Fixed Premium Athena Certificates su Azione Intesa Sanpaolo

Emittente: BNP PARIBAS ARBITRAGE ISSUANCE

Garante: BNP Paribas

Rating Emittente: Società di Rating Long Term Data Report Moody's A2 21/06/2012

Standard & Poor's A+ 25/10/2012

Fitch Ratings A+ 15/12/2011

Oggetto: INIZIO NEGOZIAZIONI IN BORSA

Data di inizio negoziazioni: 19/12/2013

Mercato di quotazione: Borsa - Comparto SEDEX 'Investment Certificates -

Classe B'

Orari e modalità di negoziazione: Negoziazione continua e l'orario stabilito dall'art. IA.7.3.1

delle Istruzioni

Operatore incaricato ad assolvere l'impegno di quotazione:

BNP Paribas Arbitrage SNC Member ID Specialist: IT0540

CARATTERISTICHE SALIENTI DEI TITOLI OGGETTO DI QUOTAZIONE

Fixed Premium Athena Certificates su Azione Intesa Sanpaolo

Tipo di liquidazione: monetaria

Modalità di esercizio: europeo

Modalità di negoziazione: per gli Strumenti Finanziari la data di negoziazione ex-

diritto al pagamento dell'importo periodico decorre dal secondo giorno di mercato aperto antecedente le rispettive record date.

DISPOSIZIONI DELLA BORSA ITALIANA

Dal giorno 19/12/2013, gli strumenti finanziari 'Fixed Premium Athena Certificates su Azione Intesa Sanpaolo' (vedasi scheda riepilogativa delle caratteristiche dei securitised derivatives) verranno inseriti nel Listino Ufficiale, sezione Securitised Derivatives.

Allegati:

- Scheda riepilogativa delle caratteristiche dei securitised derivatives;

- Estratto del prospetto di quotazione dei Securitised Derivatives

Num. Serie

Codice Isin

Trading Code

Instrument Id

Descrizione

Sottostante

Tipologia

Strike

Data Scadenza

Valore Nominale

Quantità

Lotto Negoziazione

EMS

Prima Barriera

Rebate

Livello Iniziale

NL0010399192

P99192

754217

BPAISPCCPCH1,654AB1,1578E181215

Intesa Sanpaolo

Inv

1,654

18/12/15

100

100000

1,1578

1,654

FINAL TERMS DATED 2 DECEMBER 2013

BNP Paribas Arbitrage Issuance B.V.

(incorporated in The Netherlands) (as Issuer)

BNP Paribas

(incorporated in France) (as Guarantor)

(Note, Warrant and Certificate Programme)

Up to 100,000 Fixed Premium Athena Certificates relating to the shares of Intesa Sanpaolo SpA

BNP Paribas Arbitrage S.N.C.

(as Manager)

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.

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

PART A – CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 3 June 2013, each Supplement to the Base Prospectus published and approved on or before the date of these Final Terms (copies of which are available as described below) and any other Supplement to the Base Prospectus which may have been published and approved before the issue of any additional amount of Securities

(the "Supplements") (provided that to the extent any such Supplement (i) is published and approved after the date of these Final Terms and (ii) provide for any change to the Conditions of the Securities such changes shall have no effect with respect to the Conditions of the Securities to which these Final Terms relate) which together constitute a base prospectus for the purposes of Directive 2003/71/EC (the "Prospectus Directive") (the "Base Prospectus"). The Base Prospectus and any Supplements to the Base Prospectus have been passported into Italy in compliance with Article 18 of the Prospectus Directive. 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, any Supplements to the Base Prospectus and these Final Terms are available for viewing on xxx.xxxxxxxxxxxxxxx.xxx 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 xxx.xxx-xxxxxx.xxx .

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 SECURITIE S ISSUED

NO OF SECURITIE S

ISIN

	ISSUE
COMMON	PRICE	EXERCISE
CODE	PER	DATE
	SECURITY

Trading Code

CE1505UR Up to 100,000 Up to 100,000 NL0010399

192 097917914 EUR 100 18 December

2015

P99192

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: Not applicable

4. Issue Date 18 December 2013

5. Consolidation: Not applicable

6. Type of Securities: (a) Certificates

(b) The Securities are Share Securities

The Certificates are European Style Certificates. Automatic Exercise applies.

The Exercise Date is 18 December 2015 or, if such day is not a Business Day, the immediately succeeding Business Day.

The Exercise Date will be subject to the same adjustments provided for the Redemption Valuation Date. For the purposes of Borsa Italiana, the Exercise Date shall be deemed to be also the expiration date of the Securities.

The Exercise Settlement Date is 29 December 2015.

The minimum number of Securities that may be exercised by the Holder is (1) one Security and in excess thereof by multiples of (1) one Security.

The provisions of Annex 3 (Additional Terms and Conditions for Share Securities) shall apply.

7. Form of Securities: Italian 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 TARGET2.

9. Settlement: Settlement will be by way of cash payment (Cash Settled Securities).

10. Rounding Convention for Cash Settlement Amount:

11. Variation of Settlement:

Not applicable

respect of the Securities.

Issuer's option to vary settlement: The Issuer does not have the option to vary settlement in

12. Final Payout ETS Final Payout 1230/1

(i) if Settlement Price Final is equal to or greater than the Barrier Level:

Notional Amount x (100% + Coupon Percentage) ; or

(ii) if Settlement Price Final is less than the Barrier Level:

Notional Amount x Settlement Price Final + Coupon Percentage Strike Price

“Barrier Level” means 70% x Strike Price; "Coupon Percentage" means 0%;

Payout Switch: Not applicable

Aggregation: Not applicable

13. Relevant Asset(s): Not applicable

14. Entitlement: Not applicable

15. Exchange Rate Not applicable

16. Settlement Currency: The settlement currency for the payment of the Cash Settlement Amount is Euro ("EUR")

17. Syndication: The Securities will be distributed on a non-syndicated basis.

18. Minimum Trading Size: The minimum trading size will be established by Borsa

Italiana S.p.A. with a notice communicating the first day of trading.

19. Principal Security Agent: BNP Paribas Securities Services, Xxxxx Xxxxxx

20. Registrar: Not applicable

21. Calculation Agent: BNP Paribas Arbitrage S.N.C.

000-000 xxxxxxxxx XxxXxxxxx, 00000 Xxxxx, Xxxxxx.

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: Applicable.

(a) Share(s)/Share Company/Basket Company/GDR/ADR:

Ordinary shares of Intesa Sanpaolo (Reuters Code: ISP.MI)

(b) Relative Performance Basket: Not applicable

(d) ISIN of Share(s): IT0000072618

(e) Exchange(s): Italian Stock Exchange

(f)	Related Exchange(s):	All Exchanges
(g)	Exchange Business Day:	Single Share Basis
(h)	Scheduled Trading Day:	Single Share Basis
(i)	Weighting:	Not applicable
(j)	Settlement Price:	Italian Securities Reference Price
(k)	Specified Maximum Days of Disruption:	Three (3) Scheduled Trading Days
(l)	Valuation Time:	The Valuation Time will be the time when the Italian

(m) Delayed Redemption on Occurrence of an Extraordinary Event (in the case of Certificates only):

Securities Reference Price of the Underlying Share is determined by the Exchange.

Not applicable

(n) Share Correction Period As per Conditions

(o) Dividend Payment: Not applicable

(p) Listing Change: Not applicable

(q) Listing Suspension: Not applicable

(r) Illiquidity: Not applicable

(s) 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. Underlying Interest Rate Securities: Not applicable

35. Preference Share Certificates: Not applicable

36. OET Certificates: Not applicable

37. Additional Disruption Events: Applicable

Hedging Disruption does not apply to the Securities.

38. Optional Additional Disruption Events: Not applicable

39. Knock-in Event: Not applicable

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:

EUR 100

(b) Partly Paid Certificates: The Certificates are not Partly Paid Certificates.

(d) Payment of Premium Amount(s): Applicable.

(i) Premium Amount(s) EUR 7

(ii) Linked Premium Amount Certificates:

Not applicable

(iii) Premium Amount

Payment Date(s):

23 December 2014 (i=1) and 29 December 2015 (i=2); provided that if the Premium Amount Payment Date would otherwise fall on a day which is not a Business

(iv) Premium Amount Record Date(s):

Day, the Premium Amount Payment Date shall be postponed to the next day which is a Business Day.

19 December 2014 (i=1) and 18 December 2015 (i=2); provided that if the Premium Amount Record Date would otherwise fall on a day which is not a Business Day, the Premium Amount Record Date shall be postponed to the next day which is a Business Day.

(e) Instalment Certificates: The Certificates are not Instalment Certificates.

(f) Issuer Call Option: Not applicable

(g) Holder Put Option: Not applicable

(h) Automatic Early Redemption Applicable

(i) Automatic Early Redemption Event:

(ii) Automatic Early Redemption Payout:

(iii) Automatic Early Redemption Date(s):

Standard Automatic Early Redemption:

If on any Automatic Early Redemption Valuation Date the Underlying Reference Level of the Share is greater than or equal to the Automatic Early Redemption Level

Automatic Early Redemption Payout 1230/1

[Notional Amount]x [100%+ Premium Percentage x i]

Where:

“Premium Percentage” means 7%; “i” means 1.

23 December 2014

(iv) Observation Price Source: Exchange

(v) Underlying Reference Level:

Official level

(vi) Automatic Early Redemption Level:

Strike Price

(vii) Automatic Early

Redemption Percentage:

Not applicable

(viii) Automatic Early

Redemption Percentage Up:

Not applicable

(ix) Automatic Early Not applicable

Redemption Percentage Down:

(x) AER Exit Rate: Not applicable

(xi) Automatic Early Redemption Valuation Date(s)/Period(s):

15 December 2014

(i)	Renouncement Notice Cut-off Time:	10.00 a.m. (Milan time)
(j)	Strike Date:	13 December 2013
(k)	Strike Price:	See item 12 above.
(l)	Redemption Valuation Date:	The Exercise Date
(m)	Averaging:	Averaging does not apply to the Securities
(n)	Observation Dates:	Not applicable
(o)	Observation Period:	Not applicable
(p)	Settlement Business Day:	Not applicable
(q)	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 will be made by the Issuer other than pursuant to Article 3(2) of the Prospectus Directive in Italy through the electronic “Securitised Derivatives Market” (“SeDeX”) during the period from and including 2 December 2013 starting from 9:00am until and including 13 December 2013 until 5:25pm subject to early closing in the cases set out in Paragraph 6 of Part B below (the "Offer Period" or the

General Consent: Other Conditions to consent:

“Distribution Period”). Not applicable

Not applicable

PROVISIONS RELATING TO COLLATERAL AND SECURITY

48. 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: ..Xxxxx XXXXXXX.. Duly authorised

PART B – OTHER INFORMATION

1. Listing and Admission to trading

Application has been made for the Securities to be listed on the Italian Stock Exchange and admitted for a distribution phase and subsequent trading on the SeDeX, organised and managed by Borsa Italiana S.p.A. The Securities have already been admitted to listing – preceded by the distribution phase on the SeDeX and the final amount of Securities that are issued on the Issue Date will be admitted to trading on the SeDeX on the date specified by means of a notice of the Italian Stock Exchange.

2. Ratings

The Securities have not been rated.

Issuer's long-term credit ratings are A+ with a negative outlook (Standard & Poor's) and Issuer's short term credit ratings are A-1 (Standard & Poor's).

The rating of the Guarantor is A2 from Moody's and A+ from Standard and Poor's.

As defined by Moody's, an "A" rating means that the obligations of the Issuer and the Guarantor under the Programme are judged to be upper-medium grade and are subject to low credit risk. Moody's appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aaa through Caa. The modifier 2 indicates a mid-range ranking.

As defined by Standard & Poor's, an obligation rated 'A' is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the relevant Issuer and Guarantor's capacity to meet its financial commitment on the obligation is still strong. The addition of a plus (+) or minus (-) sign shows relative standing within the major rating category

Moody's and Standard & Poor's are established in the European Union and are registered under Regulation (EC) No. 1060/2009 (as amended).

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

No fees will be paid by the Issuer to intermediaries involved in the distribution of the Securities during the Distribution Period and directly or indirectly connected to the SeDeX through which investors will apply for the Securities.

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 Reference Explanation of Effect on Value of Investment and Associated Risks and Other Information concerning the Underlying Reference

See the 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 Exchange website xxx.xxxxxxxxxxxxx.xx and its volatility may be obtained at the office of the Calculation Agent by mail to the following address: xxxxxxxxxxxxxxx@xxxxxxxxxx.xxx .

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

5. Operational Information

Relevant Clearing System(s): Monte Titoli

6. Terms and Conditions of the Public Offer

Offer Period: From 2 December 2013 to, and including, 13 December 2013 during the SeDeX market’s trading hours (i.e. from 9:00am until 5:25pm) or such earlier date as the Issuer determines (i) in the case that the Securities are distributed for an amount equal to EUR 10,000,000, and

(ii) at any time during the Distribution Period provided that an amount of Securities at least equal to EUR 2,000,000 has been distributed.

In the case of early closure set out under (i) above, the Dealer (as defined below) will cease to display sell orders on the SeDeX market as soon as the Securities have been distributed for an amount of EUR 10,000,000. Following this occurrence, the Issuer will promptly inform the public of the Distribution Period’s early closure by means of a notice to be sent to Borsa Italiana and published on the website xxx.xxxxxxxxxxxxxxx.xx.

In the case of early closure set out under (ii) above, the Issuer will inform the public by means of a notice to be sent to Borsa Italiana and published on the website xxxx://xxx.xxxxxxxxxxxxxxx.xxx. by 10.30am of the same Distribution Period’s early closure date. In such a case, the Distribution Period will end at 5.25pm of the the Distribution Period’s early closure date as indicated in the relevant notice.

Offer Price: The Issue Price

Conditions to which the offer is subject: The Offer of the Securities is conditional on

their issue.

The Issuer reserves the right to withdraw the Offer and cancel the issuance of the Securities at any time before 7:59am of the second open market day following the last day of the Distribution Period (i.e. 13 December 2013) in the case that (i) any extraordinary changes in the economic and politic situation or in the capital, currency and exchange rates markets, either at a national or international level, or

(ii) any change, or any development or event involving a prospective change, in the condition (financial or otherwise), business, properties or results of operations of the Issuer and its subsidiaries which, in the judgment of the Issuer, is material and adverse and makes it impractical or inadvisable to proceed with completion of the distribution or the payment for the Securities, will have occurred.

The Issuer will inform the public of the withdrawal of the the Offer and the cancelation of the issuance of the Securities by means of a notice to be sent to Borsa Italiana and published on the website xxxx://xxx.xxxxxxxxxxxxxxx.xxx.

For the avoidance of doubt, if any contract has been entered into on behalf of a potential investor and the Issuer exercises such a right, each such potential investor will not be entitled to receive the relevant Securities.

The Issuer reserves the right to increase the amount of Securities to be issued over EUR 10,000,000 during the Distribution Period but in any case within the open market day before the Distribution Period’s closure date. The Issuer will inform the public of the increase of the issuance’s size by means of a notice to be sent to Borsa Italiana and published on the website xxxx://xxx.xxxxxxxxxxxxxxx.xxx. The Issuer will also publish a revised version of these Final Terms including the increased number and amount of Securities to be issued on the website xxxx://xxx.xxxxxxxxxxxxxxx.xxx. In any case, the Dealer will cease to display sell orders on

the SeDeX market as soon as the Securities have been distributed for an amount of EUR 10,000,000 and will start again to display sell orders on the SeDeX market at the date and time indicated in the notice relating to the increase of the issuance’s size.

The Issuer will determine the final amount of Securities issued up to a limit of EUR 10,000,000 – save as provided above – also depending on the number of the buy orders transmitted to the SeDeX during the Distribution Period.

Description of the application process: Prospective investors intending to apply for

the Securities during the Distribution Period are required to contact their own intermediaries for the purpose of transmitting their buy orders – directly or indirectly through the market’s participants – to the SeDeX.

BNP Paribas Arbitrage S.N.C. as the dealer (the “Dealer”) will display continuously during the Distribution Period a price equal to the Issue Price for the sale and will display sell orders to match buy orders displayed by the intermediaries connected to the SeDeX and transmitted to them directly or indirectly by investors. Prospective investors will not enter into any contractual arrangements directly with the Issuer in relation to the distribution for the Securities. In fact, the relationship between intermediaries and prospective investors will be regulated by intermediaries’ policies applicable to their carrying out investment services vis-à-vis their clients, also with reference to expenses/commissions to be borne by prospective investors and information provided to them.

Details of the minimum and/or maximum amount of application:

Minimum amount per buy order: one Certificate (EUR 100). There is no maximum number of buy orders which can be transmitted on behalf of a single prospective investor. The irrevocable buy orders of Securities that have been transmitted to the SeDeX and caused the relevant contracts be entered into according to the SeDeX’s rules

Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants:

Details of the method and time limits for paying up and delivering the Securities:

within the date and time of the Distribution Period’s closure (even early) will be accepted for the entire amount of such contracts, subject to the issue of the Securities up to their maximum amount.

Not applicable

The Securities will be issued on the Issue Date against payment to the Issuer by the intermediaries directly or indirectly connected to the SeDeX through which prospective investors have transmitted their buy orders of such buy orders’ moneys.

The Securities are cleared through Monte Titoli on the Issue Date.

Manner in and date on which results of the offer are to be made public:

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

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

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

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:

Publication by means of a notice to be sent to Borsa Italiana and published on the website xxxx://xxx.xxxxxxxxxxxxxxx.xxx on the Issue Date.

Not applicable

Each intermediary will notify the relevant investors of its Securities in accordance with their own applicable policies and procedures.

The Issuer is not aware of any expenses and taxes specifically charged by the intermediaries to the subscriber. See section “Italian Taxation” in the Base Prospectus.

None

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 BNP Paribas Securities Services, Milan

to the Principal Security Agent): Branch

Xxx Xxxxxxxx 0, 00000, Xxxxxx, Xxxxx

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:

The Dealer is BNP Paribas Arbitrage S.N.C.

The Issuer has not appointed any intermediaries to carry out activities in connection with the distribution of the Securities during the Distribution Period.

In particular, in the context of the collection of buy orders on behalf of their clients and the direct or indirect transmission of buy orders on behalf of their clients or on their own account for the purpose of transmitting all such orders to the SeDeX, the intermediaries involved in the distribution of the Securities will perform the investment services of the collection and transmission of orders or of the mere execution of orders, as defined by Italian Legislative Decree No. 58/1998 as amended.

When the underwriting agreement has been or will be reached:

8. Yield (in the case of Certificates)

Not applicable.

9. Form of Renouncement Notice

Not applicable

RENOUNCEMENT NOTICE

(to be completed by the Holder of the Security)

BNP Paribas Arbitrage Issuance B.V.

Up to 100,000 Fixed Premium Athena Certificates relating to the shares of Intesa Sanpaolo SpA

ISIN: NL0010399192

(the "Securities") To: BNP Paribas Securities Services, Xxxxx Xxxxxx

Xxx Xxxxxxxx 0, 00000 Xxxxxx, Xxxxx

Fax No: (00) 00 00000 000

We/I the undersigned Holder(s) of the Securities

hereby communicate that we are renouncing the automatic exercise on the Exercise of the rights granted by the Securities in accordance with the Terms and Conditions of the Securities, as amended and/or supplemented by the applicable Final Terms (the "Security Terms").

Series No. of the Securities:

Number of Securities the subject of this notice:

The undersigned understands that if this Renouncement Notice is not completed and delivered as provided in the Security Terms or is determined to be incomplete or not in proper form (in the determination of the Italian Security Agent), it will be treated as null and void.

If this Renouncement Notice is subsequently corrected to the satisfaction of the Italian Security Agent, it will be deemed to be a new Renouncement Notice submitted at the time such correction was delivered to the Italian Security Agent.

Expressions defined in the Security Terms shall bear the same meanings in this Renouncement Notice. Place and date:

Signature of the Holder

Name of beneficial owner of the Securities Signature

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.

Section A - Introduction and warnings

Element	Title
A.1	Warning that the summary should be read as an introduction and provision as to claims	• This summary should be read as an introduction to the Base Prospectus and the applicable Final Terms. In this summary, unless otherwise specified and except as used in the first paragraph of Element D.3, "Base Prospectus" means the Base Prospectus of BNPP B.V., BNPP, BP2F, BNPPF and BGL dated 3 June 2013 as supplemented from time to time. In the first paragraph of Element D.3, "Base Prospectus" means the Base Prospectus of BNPP B.V., BNPP, BP2F, BNPPF and BGL dated 3 June 2013.
		• Any decision to invest in any Securities should be based on a consideration of the Base Prospectus as a whole, including any documents incorporated by reference and the applicable Final Terms.
		• Where a claim relating to information contained in the Base Prospectus and the applicable Final Terms is brought before a court in a Member State of the European Economic Area, the plaintiff may, under the national legislation of the Member State where the claim is brought, be required to bear the costs of translating the Base Prospectus and the applicable Final Terms before the legal proceedings are initiated.
		• No civil liability will attach to the Issuer or the Guarantor in any such Member State solely on the basis of this summary, including any translation hereof, unless it is misleading, inaccurate or inconsistent when read together with the other parts of the Base Prospectus and the applicable Final Terms or, following the implementation of the relevant provisions of Directive 2010/73/EU in the relevant Member State, it does not provide, when read together with the other parts of the Base Prospectus and the applicable Final Terms, key information (as defined in Article 2.1(s) of the Prospectus Directive) in order to aid investors when considering whether to invest in the Securities.

Element

Title

A.2

Consent as to use the Base Prospectus, period of validity and other conditions attached

The Issuer – acting through the Manager – is the offeror of the Securities.

An offer of the Securities will be made by the Issuer other than pursuant to Article 3(2) of the Prospectus Directive in Italy through the electronic “Securitised Derivatives Market” (“SeDeX”) during the period from and including 2 December 2013 starting from 9:00am until and including 13 December 2013 until 5:25pm subject to early closing in the cases set out in Paragraph 6 of Part B below (the "Offer Period" or the “Distribution Period”).

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 Xxxxxxxxxxx 000, 0000 XX Xxxxxxxxx, the Netherlands.
B.4b	Trend information	Not applicable, there are no trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on BNPP B.V. and the industries in which it operates for at least the current financial year.
B.5	Description of the Group	BNPP B.V. is a wholly owned subsidiary of BNP Paribas. BNP Paribas is the ultimate holding company of a group of companies and manages financial operations for those subsidiary companies (together the "BNPP Group").
B.9	Profit forecast or estimate	Not applicable, the Issuer has not made a profit forecast or estimate.
B.10	Audit report qualifications	Not applicable, there are no qualifications in any audit report on the historical financial information included in the Base Prospectus.
B.12	Selected historical key financial information: 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

Element

Title

Shareholders’ equity (Group share)

366,883

389,414

Statements of no significant or material adverse change

There has been no significant change in the financial or trading position of the BNPP Group since 30 September 2013 and there has been no material adverse change in the prospects of the BNPP Group since 31 December 2012.

There has been no significant change in the financial or trading position of BNPP B.V. since 30 June 2013 and there has been no material adverse change in the prospects of the BNPP B.V. since 31 December 2012.

B.13

Events impacting the Issuer's

solvency

Not applicable, to the best of the Issuer's knowledge there have not been any recent events which are to a material extent relevant to the evaluation of the Issuer's solvency since 31 December 2012.

B.14

Dependence upon other

group entities

The Issuer is dependent upon BNPP and other members of the BNPP Group. See also Element B.5 above.

B.15

Principal activities

The principal activity of the Issuer is to issue and/or acquire financial instruments of any nature and to enter into related agreements for the account of various entities within the BNPP Group.

B.16

Controlling 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 rating is 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).

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

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

Element

Title

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 00, xxxxxxxxx xxx Xxxxxxxx – 00000 Xxxxx, Xxxxxx.

B.19/ B.4b

Trend information

Macroeconomic Conditions.

BNPP's results of operations are affected by the macroeconomic and market environment. Given the nature of its business, BNPP is particularly susceptible to macroeconomic and market conditions in Europe, which have experienced disruptions in recent years.

While global economic conditions generally improved over the course of 2012, growth prospects diverge for advanced and developing economies in 2013 and going forward. In the Euro-zone, sovereign spreads came down in 2012 from historically high levels, although uncertainty remains over the solvability of certain sovereigns and the extent to which E.U. member states are willing to provide additional financing. Legislation and Regulations Applicable to Financial Institutions.

BNPP is affected by legislation and regulations applicable to global financial institutions, which are undergoing significant change in the wake of the global financial crisis. New measures that have been proposed and adopted include more stringent capital and liquidity requirements, taxes on financial transactions, restrictions and taxes on employee compensation, limits on commercial banking activities, restrictions of types of financial products, increased internal control and transparency requirements, more stringent business conduct rules, mandatory

reporting and clearing of derivative transactions, requirements to mitigate risks

Element	Title
		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/	Audit report	Not applicable, there are no qualifications in any audit report on the historical
B.10	qualifications	financial information included in the Base Prospectus
B.19/	Selected historical key financial information:
B.12	Comparative Annual Financial Data - In millions of EUR
		31/12/2011	31/12/2012
	Revenues	42,384	39,072
	Cost of risk	(6,797)	(3,941)
	Net income, Group share	6,050	6, 564
	Common Equity Tier 1 Ratio (Basel 2.5)	9.6%	11.8%
	Tier 1 Ratio	11.6%	13.6%
	Total consolidated balance sheet	1,965,283	1,907, 200
	Consolidated loans and receivables due from customers	665,834	630,520
	Consolidated items due to customers	546,284	539,513
	Shareholders’ equity (Group share)	75,370	85, 444

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%

Total consolidated balance sheet

1,969,943

1,861,338

Consolidated loans and receivables due from customers

657,441

623,587

Consolidated items due to customers

535,359

554,198

Shareholders’ equity (Group share)

81,172

86,136

Comparative Interim Financial Data for the three month period ended 30 September 2013 - In millions of EUR
	30/09/2012	30/09/2013
Revenues	9,693	9,287
Cost of risk	(944)	(892)
Net income, Group share	1,326	1,358
	31/12/2012	30/09/2013
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 customers	539,513	552,547
Shareholders’ equity (Group share)	85,444	86,644

Statements of no significant or material adverse change

See Element B.12 above in the case of the BNPP Group.

There has been no material adverse change in the prospects of BNPP since 31 December 2012.

B.19/ B.13

Events impacting the Guarantor's

solvency

Not applicable, to the best of the Guarantor's knowledge there have not been any recent events which are to a material extent relevant to the evaluation of the Guarantor's solvency since 31 December 2012.

B.19/ B.14

Dependence upon other Group entities

Subject to the following paragraph, BNPP is not dependent upon other members of the BNPP Group.

In April 2004, BNPP began outsourcing IT Infrastructure Management Services to the “BNP Paribas Partners for Innovation” (BP²I) joint venture set up with IBM France at the end of 2003. BP²I provides IT Infrastructure Management Services for BNPP and several BNPP subsidiaries in France, Switzerland, and Italy. In mid-December 2011 BNPP renewed its agreement with IBM France for a period lasting until end-2017. At the end of 2012, the parties entered into an agreement to gradually extend this arrangement to BNP Paribas Fortis as from 2013. BP²I is 50/50-owned by BNPP and IBM France; IBM France is responsible for daily operations, with a strong commitment of BNPP as a significant shareholder.

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 CE1505UR. The Tranche number is 1. The ISIN is NL0010399192

The Common Code is 097917914 The Trading Code is P99192

The Securities are cash settled Securities.

C.2

Currency

The currency of this Series of Securities is Euro (“EUR”).

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 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 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).

Element	Title
		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/ Redemptio n	Interest The Securities do not bear or pay interest, but pay a premium amount of EUR 7 on 23 December 2014 and 29 December 2015. 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 on occurrence of an Additional Disruption Event, an Optional Additional Disruption Event, an Extraordinary Event, a Potential Adjustment Event or 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 the fair market value of each Security.

Element

Title

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

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 common shares of

Intesa Sanpaolo SpA (Reuters code: ISP.MI) (the “Underlying Reference”). See item C.9 above and C.18 below.

C.16

Maturity of the derivative

Securities

The Exercise Date of the Securities is 18 December 2015 and the Exercise Settlement Date is 29 December 2015

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.

Settlement

The Certificates will be automatically exercised on the Exercise Date. Upon automatic exercise each Certificate entitles the Holder to receive on the Exercise Settlement Date a Cash Settlement Amount equal to the Final Payout.

Final Payout

ETS Final Payout 1230/1

(iii) if Settlement Price Final is equal to or greater than the Barrier Level:

Element

Title

Notional Amount x (100% + Coupon Percentage) ; or

(iv) if Settlement Price Final is less than the Barrier Level:

Notional Amount x Settlement Price Final + Coupon Percentage Strike Price

Description of the Payout

If the Settlement Price of the Underlying Reference on the Valuation Date is equal to or greater than the Barrier Level, the Payout will equal the Notional Amount plus the Coupon Percentage. Otherwise the Payout will equal the Notional Amount minus the performance of the Underlying Reference plus the Coupon Percentage.

“Notional Amount” means EUR 100; “Barrier Level” means 70% x Strike Price; "Coupon Percentage" means 0%;

"Settlement Price" means Italian Securities Reference Price.

"Settlement Price Final" means the Settlement Price on the Redemption Valuation Date.

"Italian Securities Reference Price" means the Prezzo di Riferimento, which means, in relation to a Share, the price published by the Italian Stock Exchange at the close of trading and having the meaning ascribed thereto in the Rules of the Market organised and managed by the Italian Stock Exchange, as such Rules may be amended by the Borsa Italiana S.p.a from time to time.

"Redemption Valuation Date" means the Exercise Date. "Strike Date" means 13 December 2013.

Automatic Early Redemption

If on any Automatic Early Redemption Valuation Date an Automatic Early Redemption Event occurs, the Securities will be redeemed early at the Automatic Early Redemption Amount on the Automatic Early Redemption Date.

The Automatic Early Redemption Amount will be an amount equal to:

Automatic Early Redemption Payout 1230/1

[Notional Amount]x [100%+ Premium Percentage x i]

“Notional Amount” means EUR 100; "Premium Percentage" means 7%;

Element

Title

“i” means 1.

“Automatic Early Redemption Event” means that the Underlying Reference Level is greater than or equal to the Automatic Early Redemption Level;

“Automatic Early Redemption Valuation Date” means 15 December 2014. “Automatic Early Redemption Date” means 23 December 2014. “Automatic Early Redemption Level” means the Strike Price;

"Underlying Reference Level" means the Settlement Price of the Underlying Reference.

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 can be obtained from the following website

xxx.xxxxxxxxxxxxx.xx .

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

Element

Title

• Asset-liability management Risk;

• Breakeven Risk;

• Strategy Risk;

• Liquidity and refinancing Risk;

• Insurance subscription Risk.

Difficult market and economic conditions could have a material adverse effect on the operating environment for financial institutions and hence on BNPP's financial condition, results of operations and cost of risk.

Legislative action and regulatory measures taken in response to the global financial crisis may materially impact BNPP and the financial and economic environment in which it operates.

BNPP's access to and cost of funding could be adversely affected by a resurgence of the Euro-zone sovereign debt crisis, worsening economic conditions, further rating downgrades or other factors.

A substantial increase in new provisions or a shortfall in the level of previously recorded provisions could adversely affect BNPP's results of operations and financial condition.

BNPP may incur significant losses on its trading and investment activities due to market fluctuations and volatility.

BNPP may generate lower revenues from brokerage and other commission and fee-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.

Element

Title

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 Securities

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,

- 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 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

Element

Title

Warrants) or early redemption (in the case of Notes and Certificates) or may result in the amount payable on scheduled redemption being different from the amount expected to be paid at scheduled redemption and consequently the occurrence of an additional disruption event and/or optional additional disruption event may have an adverse effect on the value or liquidity of the Securities,

- expenses and taxation may be payable in respect of the Securities;

- the Securities may be cancelled (in the case of Warrants) or redeemed (in the case of Notes and Certificates) in the case of illegality or impracticability and such cancellation or redemption may result in an investor not realising a return on an investment in the Securities,

- the meetings of Holders provisions permit defined majorities to bind all Holders;

- any judicial decision or change to an administrative practice or change to English law 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 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 the Shares in that investors are exposed to similar market risks as in a direct equity investment, potential adjustment events, extraordinary events affecting Shares and market disruption and 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.

In certain circumstances Holders may lose the entire value of their investment

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 Italy. The issue price of the Securities is EUR 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.

NOTA DI SINTESI SPECIFICA PER LA SINGOLA EMISSIONE

Le note di sintesi sono composte dagli elementi informativi richiesti dalla normativa applicabile noti come "Elementi". Detti Elementi sono numerati nelle sottostanti Sezioni da A ad E (A.1 - E.7). La presente Nota di Sintesi contiene tutti gli Elementi che devono essere inclusi in una nota di sintesi per questo tipo di Titoli, di Emittente e di Garante. Dal momento che taluni Elementi potrebbero non essere richiesti per questa specifica Nota di Sintesi, potrebbero esserci delle mancanze e/o dei salti nella sequenza numerica degli Elementi. Anche se un Elemento potrebbe essere inserito nella Nota di Sintesi in base al tipo di Titoli, di Emittente e di Garante, è possibile che non vi siano informazioni pertinenti da fornire in relazione a detto Elemento. In tal caso, sarà inserita un breve descrizione dell'Elemento in questione unitamente alla specificazione "Non Applicabile".

Sezione A - Introduzione e avvertenze

Elemento

Titolo

A.1

Avvertenza che la nota di sintesi va letta come un'introduzione, e disposizione in merito ai ricorsi

• La presente Nota di Sintesi dovrebbe essere letta quale introduzione del Prospetto di Base e delle Condizioni Definitive. Nella presente Nota di sintesi, salvo ove diversamente specificato e fatto salvo quanto previsto al primo paragrafo dell’Elemento D.3, “Prospetto di Base” indica il Prospetto di Base di BNPP B.V., BNPP, BP2F, BNPPF e BGL datato 3 giugno 2013 e successive modifiche. Nel primo paragrafo dell’Elemento D.3, “Prospetto di Base” indica il Prospetto di Base di BNPP B.V., BNPP, BP2F, BNPPF e BGL datato 2013.

• Qualsiasi decisione di investire nei Xxxxxx dovrebbe basarsi sull’esame del presente Prospetto di Base completo, inclusi ogni eventuale documento incorporato mediante riferimento e le Condizioni Definitive.

• Qualora sia presentato un ricorso dinanzi all'autorità giudiziaria di uno Stato Membro dello Spazio Economico Europeo in merito alle informazioni contenute nel Prospetto di Base e nelle Condizioni Definitive, l’investitore ricorrente potrebbe essere tenuto, a norma del diritto nazionale dello Stato Membro in cui è presentato il ricorso, a sostenere le spese di traduzione del Prospetto di Base e delle Condizioni Definitive prima dell’inizio del procedimento legale.

• Non sarà attribuita alcuna responsabilità civile all’Emittente o all’eventuale Garante in tale Stato Membro esclusivamente sulla base della presente nota di sintesi, inclusa ogni traduzione della stessa, a meno che essa sia fuorviante, imprecisa o incoerente se letta congiuntamente alle altre parti del presente Prospetto di Base e delle Condizioni Definitive o, a seguito dell’attuazione delle relative disposizioni della Direttiva 2010/73/UE nello Stato Membro del caso, non offra, se letta insieme alle altre parti del Prospetto di Base e delle Condizioni Definitive, le informazioni

fondamentali (come definite nell’Articolo 2.1(s) della Direttiva

Elemento

Titolo

Prospetti) per aiutare gli investitori al momento di valutare l'opportunità di investire in tali Titoli.

A.2

Consenso all’utilizzo del Prospetto di Base, periodo di validità e altre condizioni correlate

L’Emittente – che agisce per il tramite del Manager – è l’offerente dei Titoli.

L’Emittente effettuerà un’offerta di Xxxxxx in Italia non esente ai sensi dell’Articolo 3(2) della Direttiva Prospetti attraverso il mercato regolamentato telematico dei “Securitised Derivatives” (“SeDeX”) durante il periodo compreso tra le ore 9:00 del 2 Dicembre 2013 (incluso) e le ore 17:25 del 13 Dicembre 2013 (incluso), salvo chiusura anticipata nei casi specificati nel Paragrafo 6 della Parte B sottostante (il “Periodo di Offerta” o il

“Periodo di Distribuzione”).

Sezione B - Emittenti e Garanti

Elemento

Titolo

B.1

Denominazione legale e commerciale

dell’Emittente

BNP Paribas Arbitrage Issuance B.V. (“BNPP B.V.” o l'"Emittente").

B.2

Domicilio/ forma giuridica/ legislazione/ paese di

costituzione

L'Emittente è stato costituito in Olanda nella forma di una società a responsabilità limitata ai sensi della legge olandese, con sede legale a Xxxxxxxxxxx 000, 0000 XX Xxxxxxxxx, Xxxxxx.

B.4b

Informazioni sulle tendenze

Non applicabile: non vi sono tendenze, incertezze, richieste, impegni o fatti noti che potrebbero ragionevolmente avere un effetto significativo su BNPP

B.V. e sui settori di attività in cui esso opera, almeno per l’esercizio fiscale in

corso.

B.5

Descrizione del Gruppo

BNPP B.V. è una controllata al 100% di BNP Paribas. BNP Paribas è la società holding di un gruppo di società e gestisce le operazioni finanziarie di tali controllate (congiuntamente, il "Gruppo BNPP").

B.9

Previsione o stima degli utili

Non applicabile, l'Emittente non ha effettuato alcuna previsione o stima degli utili.

B.10

Riserve nella relazione dei

revisori

Non applicabile, non vi sono riserve in alcuna relazione dei revisori sulle informazioni finanziarie relative agli esercizi passati incluse nel Prospetto di

Base.

B.12

Informazioni finanziarie fondamentali selezionate relative agli esercizi passati:

Dati Finanziari Annuali Comparativi - In EUR

31/12/2011

31/12/2012

Ricavi

317.178

337.955

Reddito netto, quota del Gruppo

21.233

22.531

Totale bilancio

00.000.000.000

Patrimonio netto (quota del Gruppo)

366.883

389.414

Dichiarazioni di cambiamenti significativi o negativi sostanziali

Non si è verificato alcun cambiamento significativo nella posizione finanziaria o commerciale del Gruppo BNPP dal 30 settembre 2013 e non si sono verificati cambiamenti negativi sostanziali nelle prospettive di BNPP o del Gruppo BNPP dal 31 dicembre 2012.

Non si sono verificati cambiamenti significativi nella posizione finanziaria o commerciale del BNPP B.V. dal 31 giugno 2012 e non si sono verificati cambiamenti negativi sostanziali nelle

prospettive del BNPP B.V. dal 31 dicembre 2012.

B.13

Eventi aventi un impatto sulla solvibilità

dell’Emittente

Non applicabile, in quanto alla data del presente Prospetto di Base e per quanto a conoscenza degli Emittenti non si sono verificati eventi recenti sostanzialmente rilevanti per la valutazione della solvibilità di alcuno degli

Emittenti dal 31 dicembre 2012.

B.14

Dipendenza da altri soggetti del Gruppo

L'Emittente dipende da BNPP e da altri soggetti del Gruppo BNPP. Si veda anche l'Elemento B.5 che precede.

B.15

Principali attività

L’attività principale dell'Emittente consiste nell’emettere e/o acquisire strumenti finanziari di qualsiasi natura e nello stipulare contratti correlati per conto di vari enti nell’ambito del Gruppo BNPP.

Dati Finanziari Infrannuali Comparativi – In EUR
	30/06/2012	30/06/2013
Ricavi	180.590	149.051
Reddito netto, quota del Gruppo	11.989	9.831
Totale bilancio	00.000.000.000	00.000.000.000
Patrimonio netto (quota del Gruppo)	378.872	399.245

B.16

Azionisti di controllo

BNP Paribas detiene il 100% del capitale sociale di BNPP B.V.

B.17

Rating

I rating del credito a lungo termine di BNPP B.V. sono A+ con outlook negativo (Standard & Poor's Credit Market Services France SAS) e il rating del credito a breve termine di BNPP B.V. è A-1 (Standard & Poor's Credit Market Services France SAS).

Xx Xxxxxx non è stato assegnato alcun giudizio di rating.

Il rating di un titolo non costituisce una raccomandazione ad acquistare, vendere o detenere titoli, e può essere soggetto a sospensione, riduzione o

ritiro in qualsiasi momento da parte dell’agenzia di rating che l’ha assegnato.

B.18

Descrizione della Garanzia

I Xxxxxx emessi saranno garantiti incondizionatamente e irrevocabilmente da BNP Paribas ("BNPP" o il "Garante") ai sensi di un atto di garanzia di diritto inglese stipulato da BNPP in data 3 giugno 2013 (la "Garanzia").

Le obbligazioni ai sensi della garanzia costituiscono obbligazioni dirette, incondizionate, non garantite e non subordinate di BNPP e hanno e avranno pari priorità tra esse e almeno pari priorità rispetto a ogni altro indebitamento diretto, incondizionato, non garantito e non subordinato di BNPP (salvo per debiti privilegiati per legge).

B.19

Informazioni sui Garanti

B.19/ B.1

Denominazione legale e commerciale del

Garante

BNP Paribas

B.19/ B.2

Domicilio/ forma giuridica / legislazione/ paese di

costituzione

Il Garante è stato costituito nella forma di société anonyme ("naamloze vennootschap”) ai sensi della legge francese e ha ottenuto l’autorizzazione a operare quale banca. La sede legale al 00, xxxxxxxxx xxx Xxxxxxxx – 00000 Xxxxxx, Xxxxxxx.

B.19/ B.4b

Informazioni sulle tendenze

Condizioni macroeconomiche

I risultati operativi di BNPP sono influenzati dal contesto macroeconomico e di mercato. Data la natura della sua attività, BNPP è particolarmente sensibile alle condizioni macroeconomiche e di mercato in Europa, che hanno subito turbative negli ultimi anni.

Mentre la situazione economica globale è generalmente migliorata nel corso del 2012, le prospettive di crescita divergono per i paesi avanzati e in via di

		sviluppo nel 2013 e per il futuro. Nella Zona Euro, gli spread sovrani sono scesi nel 2012 da livelli storicamente alti, sebbene permanga un’incertezza quanto alla solvibilità di alcuni sovrani e alla misura in cui gli stati membri dell’UE sono disposti a fornire ulteriori finanziamenti. Legislazione e regolamenti applicabili alle istituzioni finanziarie BNPP è influenzata dalla legislazione e dai regolamenti applicabili alle istituzioni finanziarie globali, che stanno subendo modifiche significative sulla scia della crisi finanziaria globale. Nuove misure che sono state proposte e adottate includono requisiti patrimoniali e di liquidità più severi, imposte sulle operazioni finanziarie, restrizioni e tasse sulla remunerazione dei dipendenti, limiti alle attività bancarie commerciali, restrizioni sui tipi di prodotti finanziari, un aumento dei requisiti di trasparenza e di controllo interno, regole di condotta commerciale più severe, rendicontazione e autorizzazione di operazioni su derivati obbligatorie, requisiti di limitazione dei rischi relativi ai derivati fuori Borsa e la costituzione di nuovi e più solidi organi di regolamentazione. Nuove misure o proposte che hanno o che avranno un effetto su BNPP includono i quadri normativi prudenziali di Basilea 3 e CRD4, i requisiti correlati annunciati dall’Autorità Bancaria Europea, la designazione di BNPP quale istituzione finanziaria sistemicamente importante da parte dell’FSB, la legge bancaria francese, la proposta UE in seguito alla relazione Liikanen e la proposta di quadro normativo della Riserva Federale per la regolamentazione delle banche straniere.
B.19/B.5	Descrizione del Gruppo	BNPP è un leader europeo nei servizi bancari e finanziari e ha quattro mercati bancari retail nazionali in Europa: Belgio, Francia, Italia e Lussemburgo. È presente in 78 paesi e dispone di quasi 190.000 dipendenti, inclusi oltre 145.000 in Europa. BNPP è la controllante del Gruppo BNP Paribas (il “Gruppo BNPP”)
B.19/B.9	Previsione o stima degli utili	Non applicabile, il Garante non ha effettuato alcuna previsione o stima degli utili.
B.19/ B.10	Riserve nella relazione dei revisori	Non applicabile, non vi sono riserve in alcuna relazione dei revisori sulle informazioni finanziarie relative agli esercizi passati incluse nel Prospetto di Base.
B.19/ B.12	Informazioni finanziarie fondamentali selezionate relative agli esercizi passati: Dati Finanziari Annuali Comparativi - In milioni di EUR
		31/12/2011	31/12/2012
	Ricavi	42.384	39.072
	Costo del rischio	(6.797)	(3.941)
	Reddito netto, quota del Gruppo	6.050	6. 564

Common Equity Tier 1 Ratio (Basilea 2,5)	9,6%	11,8%
Tier 1 Ratio	11,6%	13,6%
Totale bilancio consolidato	1.965.283	1.907. 200
Crediti verso clienti e finanziamenti consolidati	665.834	630.520
Voci consolidate di debito verso clienti	546.284	539.513
Patrimonio netto (quota del Gruppo)	75.370	85. 444
Dati Finanziari Infrannuali Comparativi per il semestre terminato il 30 giugno 2013 - In milioni di EUR
	30/06/2012	30/06/2013
Ricavi	19.984	19.972
Costo del rischio	(1.798)	(2.087)
Reddito netto, quota del Gruppo	4.719	3.347
Common Equity Tier 1 Ratio (Basilea 2,5)	10,9%	12,2%
Tier 1 Ratio	12,7%	13,6%
Totale bilancio consolidato	1.969.943	1,861.338
Crediti verso clienti e finanziamenti consolidati	657.441	623.587
Voci consolidate di debito verso clienti	535.359	554.198
Patrimonio netto (quota del Gruppo)	81.721	86.136

Dati Finanziari Infrannuali Comparativi per il periodo di tre mesi terminato il 30 settembre 2013- In milioni di EUR
	30/09/2012	30/09/2013
Ricavi	9.693	9.287
Costo del rischio	(944)	(892)
Reddito netto,	1.326	1.358

quota del Gruppo

31/12/2012

30/09/2013

Common Equity Tier 1 Ratio

(Basilea 2,5)

11,8%

12,6%

Tier 1 Ratio

13,6%

13,8%

Totale bilancio consolidato

1.907.200

1.855.621

Crediti verso

clienti e

finanziamenti consolidati

630.520

610.987

Voci consolidate di debito verso

clienti

539.513

552.547

Patrimonio netto (quota del

Gruppo)

85.444

86.644

Dichiarazioni di assenza di cambiamenti significativi o negativi sostanziali

Si veda l'Elemento B.12 che precede nel caso del Gruppo BNPP.

Non si sono verificati cambiamenti negativi sostanziali nelle prospettive di BNPP dal 31 dicembre 2012.

B.19/ B.13

Eventi aventi un impatto sulla solvibilità del

Garante

Non applicabile, per quanto a conoscenza del Garante non si sono verificati eventi sostanzialmente rilevanti per la valutazione della solvibilità del Garante dal 31 dicembre 2012.

B.19/ B.14

Dipendenza da altri soggetti del Gruppo

Salvo quanto previsto dal seguente paragrafo, BNPP non è dipendente da altri membri del Gruppo BNPP.

Nell’aprile 2004, BNPP ha iniziato l’esternalizzazione dei Servizi di Gestione delle Infrastrutture IT all’associazione in partecipazione “BNP Paribas Partners for Innovation” (BP²I) costituita con IBM France alla fine del 2003. BP²I fornisce Servizi di Gestione delle Infrastrutture IT a BNPP e a varie controllate di BNPP in Francia, Svizzera e Italia. A metà dicembre 2011, BNPP ha rinnovato il suo contratto con IBM France fino alla fine del 2017. Alla fine del 2012, le parti hanno stipulato un contratto per estendere progressivamente questo accordo a BNP Paribas Fortis a partire dal 2013.

BP²I è controllata al 50% da BNPP e al 50% da IBM France; IBM France è

responsabile delle operazioni quotidiane, con un forte impegno di BNPP quale importante azionista.

Si veda anche l'Elemento B.5 che precede.

B.19/ B.15

Principali attività

BNP Paribas detiene posizioni importanti nelle sue tre attività:

• Retail Banking, che comprende:

• una serie di Mercati Nazionali, inclusi:

• French Retail Banking (FRB),

• BNL banca commerciale (BNL bc), l’attività bancaria retail italiana,

• Belgian Retail Banking (BRB),

• Attività di Altri Mercati Nazionali, tra cui Luxembourg Retail Banking (LRB);

• International Retail Banking, che include:

• Europe-Mediterranean,

• BancWest;

• Personal Finance;

• Investment Solutions;

• Corporate and Investment Banking (CIB).

B.19/ B.16

Azionisti di controllo

Nessuno degli azionisti esistenti controlla, direttamente o indirettamente, BNPP. Gli azionisti principali sono Société Fédérale de Participations et d’Investissement (SFPI), una società per azioni di interesse pubblico che agisce per conto del Governo belga, che detiene il 10,3% del capitale sociale al 30 giugno 2013; AXA, che detiene il 2,9% del capitale sociale al 30 giugno 2013, e il Granducato di Lussemburgo, che detiene l’1,0% del capitale sociale al 30 giugno 2013. Per quanto a conoscenza di BNPP, nessun azionista diverso da SFPI detiene più del 5% del suo capitale o dei suoi diritti di voto.

B.19/ B.17

Rating

I rating del credito a lungo termine di BNPP sono A+ con outlook negativo (Standard & Poor's Credit Market Services France SAS), A2 con outlook stabile (Moody's Investors Service Ltd.) e A+ con outlook stabile (Fitch France S.A.S.)

Il rating di un titolo non costituisce una raccomandazione ad acquistare, vendere o detenere titoli, e può essere soggetto a sospensione, riduzione o ritiro in qualsiasi momento da parte dell’agenzia di rating che l’ha assegnato.

Sezione C – Titoli

Elemento

Titolo

C.1

Tipo e classe di Xxxxxx/ISIN

I Xxxxxx sono certificates (i“Certificates”) e sono emessi in Serie.

Il Numero di Serie dei Titoli è CE1505UR. Il numero della Tranche è 1. Il codice ISIN è NL0010399192

Il Common Code è 097917914

Il Codice di Negoziazione è P99192

I Titoli sono Titoli Regolati in Contanti.

C.2

Valuta

La valuta della presente Serie di Titoli è l'Euro (EURO).

C.5

Restrizioni alla libera trasferibilità

I Titoli saranno liberamente trasferibili, fatte salve le restrizioni all’offerta e alla vendita negli Stati Uniti, nello Spazio Economico Europeo, in Austria, in Belgio, nella Repubblica Ceca, in Francia, in Germania,in Ungheria, in Irlanda, in Portogallo, in Spagna, in Svezia, nella Repubblica italiana, nei Paesi Bassi, in Polonia, nel Regno Unito, in Giappone e in Australia e ai sensi della Direttiva sui Prospetti e delle leggi di ogni giurisdizione in cui i relativi Titoli sono offerti o

venduti.

C.8

Diritti connessi ai Titoli

I Xxxxxx emessi ai sensi del Programma avranno termini e condizioni relativi, tra l’altro, a:

Status

I Titoli sono emessi su base non garantita. I Titoli emessi su base non garantita costituiscono obbligazioni dirette, incondizionate, non garantite e non subordinate dell’Emittente e hanno e avranno pari priorità tra esse e almeno pari priorità rispetto a ogni altro debito diretto, incondizionato, non garantito e non subordinato

dell’Emittente (salvo per debiti privilegiati per legge).

Tassazione

Il Portatore deve pagare tutte le tasse, imposte e/o spese derivanti dall’esercizio e dal regolamento o rimborso dei Titoli W&C e/o dalla consegna o dalla cessione del Diritto Spettante. L’Emittente detrarrà dagli importi pagabili o dai beni consegnabili ai Portatori le tasse e spese non previamente detratte da importi pagati o da beni consegnati ai Portatori che l’Agente per il Calcolo determini essere attribuibili ai

Titoli W&C.

Divieto di costituzione di garanzie reali (negative pledge)

I termini dei Titoli non conterranno alcuna clausola di divieto di costituzione di garanzie reali.

Eventi di Inadempimento

I termini dei Titoli non conterranno eventi di inadempimento.

Elemento

Titolo

Assemblee

I termini dei Titoli conterranno disposizioni per la convocazione di assemblee dei portatori di tali Xxxxxx per valutare questioni aventi un impatto sui loro interessi in generale. Tali disposizioni consentono a maggioranze definite di vincolare tutti i portatori, inclusi i portatori che non abbiano partecipato e votato all’assemblea del

caso e i titolari che abbiano votato in maniera contraria alla maggioranza.

Legge applicabile

I Titoli W&C, l'Accordo di Agenzia di diritto inglese (e sue successive modifiche e integrazioni), la Garanzia correlata in relazione ai Titoli W&C e ogni obbligazione non contrattuale derivante da o in relazione ai Xxxxxx W&C, l'Accordo di Agenzia di diritto inglese (e sue successive modifiche e integrazioni) e la Garanzia in relazione ai Titoli W&C saranno disciplinati dalla legge inglese e dovranno essere interpretati

alla stregua della stessa.

C.9

Interessi/ Rimborso

Interessi

I Xxxxxx non maturano e non pagano interessi, ma pagano un importo premio di EUR 7 il 23 dicembre 2014 e 29 dicembre 2015.

Liquidazione

A meno che sia già stato liquidato o annullato, ciascun Titolo sarà liquidato come indicato nell’Elemento C.18.

I Certificates possono essere liquidati anticipatamente al verificarsi di un Evento di Turbativa Aggiuntivo, un Evento di Turbativa Aggiuntivo Opzionale, un Evento Straordinario, un Evento di Rettifica Potenziale o se l'adempimento delle obbligazioni dell'Emittente ai sensi dei Titoli diventa contraria alla legge o impossibile per motivi di forza maggiore o per legge. L'importo pagabile ai sensi dei Titoli in caso di liquidazione anticipata sarà pari al valore di mercato di ciascun Titolo

Rappresentante dei Portatori dei Titoli

L’Emittente non ha nominato alcun Rappresentante dei Portatori dei Titoli.

Si veda anche l'Elemento C.8 che precede per quanto riguarda i diritti connessi ai Titoli.

C.10

Componente derivata per quanto riguarda il pagamento

degli interessi

Non applicabile.

C.11

Ammissione alla

È stata presentata richiesta di ammissione alla quotazione dei Titoli su Borsa Italiana ai fini della loro distribuzione e successiva ammissione alle negoziazioni sul

Elemento

Titolo

negoziazione

mercato SeDeX, organizzato e gestito da Borsa Italiana S.p.A.

C.15

Come il valore dell'investiment o in titoli derivati è influenzato dal valore degli strumenti

sottostanti

L’eventuale importo pagabile al momento del rimborso è calcolato con riferimento alle azioni ordinarie di Intesa Sanpaolo SpA (codice Reuters: ISP.MI) (il “Sottostante di Riferimento”). Si veda l'Elemento C.9 che precede e l'Elemento

C.18 che segue.

C.16

Scadenza dei titoli derivati

La Data di Esercizio dei Titoli è il 18 dicembre 2015 e la Data di Liquidazione è il 29 dicembre 2015.

C.17

Procedura di Regolamento

I Titoli sono regolati in contanti.

L’Emittente non può modificare il regolamento.

C.18

Rendimento degli strumenti derivati

Si veda l’Elemento C.8 che precede per i diritti connessi ai Titoli.

Regolamento

I Certificates saranno esercitati automaticamente alla Data di esercizio. Al momento dell'esercizio automatico ogni Certificates dà diritto al Portatore di ricevere alla Data di Liquidazione un Importo di Liquidazione in Contanti pari al Payout Finale.

Payout Finale ETS 1230/1:

(i) qualora il Prezzo di Regolamento Finale sia pari o superiore al Livello Barriera:

Importo Nominale x (100% + Percentuale del Coupon) ; ovvero

(ii) qualora il Prezzo di Regolamento Finale sia inferiore al Livello Barriera:

Importo Nominale x Prezzo di Regolamento Finale + Percentuale del Coupon .]

Prezzo di Strike

Descrizione del Payout:

Qualora il Prezzo di Regolamento del Sottostante di Riferimento alla Data di Valutazione sia uguale o maggiore al Livello Barriera, il Payout sarà uguale all'Importo Nominale più la Percentuale del Coupon. Altrimenti il Payout sarà uguale all'Importo Nominale meno la performance del Sottostante di Riferimento più la Percentuale del Coupon.

"Importo Nominale " significa EURO 100; "Livello Barriera " significa 70% x Prezzo di Strike "Percentuale del Coupon" significa 0%.

"Prezzo di Liquidazione" significa il Prezzo di Riferimento dei Titoli Italiani.

Elemento

Titolo

"Prezzo Finale di Liquidazione" significa il Prezzo di Liquidazione alla Data di Valutazione.

"Prezzo di Riferimento dei Titoli Italiani " significa il Prezzo di Riferimento, ovvero, in relazione ad una Azione, il prezzo pubblicato dalla Borsa Italiana a chiusura delle negoziazioni e avente il significato ad esso attribuito ai sensi del Regolamento dei Mercati organizzati e gestiti da Borsa Italiana, come di volta in volta modificato da Borsa Italiana.

"Data di Valutazione della Liquidazione" significa la Data di Esercizio. "Data di Strike" significa il 13 dicembre 2013.

Liquidazione Anticipata Automatica

Qualora a una Data di Valutazione della Liquidazione Anticipata Automatica si verifichi un Evento di Liquidazione Anticipata Automatica, i Titoli saranno liquidati anticipatamente all’Importo di Liquidazione Anticipata Automatica alla Data di Liquidazione Anticipata Automatica

L’Importo di Liquidazione Anticipata Automatica sarà un importo pari a:

Payout di Liquidazione Anticipata Automatica 1230/1

[Importo Nominale]x [100% + Percentuale Premio x i]

"Importo Nominale " significa EURO 100; “Percentuale Premio” significa 7%

“i” significa 1

“Evento di Liquidazione Anticipata Automatica” significa il Livello del Sottostante di Riferimento è superiore o pari al Livello di Liquidazione Anticipata Automatica;

“Data di Valutazione della Liquidazione Anticipata Automatica” significa 15 dicembre 2014;

“Data di Liquidazione Anticipata Automatica” significa 23 dicembre 2014; “Livello di Liquidazione Anticipata Automatica” significa il Prezzo di Strike;

“Livello del Sottostante di Riferimento" significa il Prezzo di Liquidazione di Sottostante di Riferimento.

Le previsioni di cui sopra sono soggette a rettifiche secondo quanto previsto nelle condizioni dei Titoli al fine di tenere in considerazioni eventi in relazione al Sottostante di Riferimento o ai Titoli. Questo potrebbe comportare degli aggiustamenti dei Titoli, o in alcuni casi, la liquidazione anticipata dei Titoli

all’importo di liquidazione anticipata (si veda l'Elemento C.9).

Elemento

Titolo

C.19

Prezzo di riferimento finale del

Sottostante

Il prezzo di riferimento finale del sottostante sarà determinato in conformità ai meccanismi di valutazione indicati nell’Elemento C.9 e nell’Elemento C.18 che precede.

C.20

Sottostante di Riferimento

Il Sottostante di Riferimento indicato all'Elemento C.9. Informazioni sul Sottostante di Riferimento possono essere ottenute da xxx.xxxxxxxxxxxxx.xx .

Sezione D - Rischi

Element o	Titolo
D.2	Rischi fondamentali relativi agli Emittenti e ai Garanti	Vi sono certi fattori che possono avere un impatto sulla capacità dell’Emittente di adempiere le proprie obbligazioni ai sensi dei Titoli emessi ai sensi del Programma e, se del caso, le obbligazioni del Garante ai sensi della Garanzia. Dodici categorie principali di rischio sono inerenti alle attività di BNPP:
		(a) Rischio di Credito;
		(b) Rischio di Controparte;
		(c) Cartolarizzazione;
		(d) Rischio di Mercato;
		(e) Rischio Operativo;
		(f) Rischio di Compliance e Rischio Reputazionale;
		(g) Rischio di Concentrazione;
		(h) Rischio di Gestione Patrimoniale;
		(i) Rischio di Break-even;
		(j) Rischio di Strategia;
		(k) Rischio di liquidità e di rifinanziamento;
		(l) Rischio di sottoscrizione di assicurazione;
		Le difficili condizioni di mercato ed economiche difficili potrebbero avere un effetto sostanzialmente pregiudizievole sul contesto operativo per le istituzioni finanziarie e quindi sulla situazione finanziaria, sui risultati operativi e sul costo del rischio di BNPP.
		Gli interventi legislativi e le misure di regolamentazione adottate in risposta alla crisi finanziaria globale potrebbero avere un impatto significativo su BNPP e sul contesto finanziario ed economico in cui opera.

Element o

Titolo

La possibilità di BNPP di accedere al, nonché il costo del, funding potrebbero risentire di un ritorno della crisi del debito sovrano della Zona Euro, del peggioramento delle condizioni economiche, di ulteriori riduzioni dei rating o di altri fattori.

Un aumento sostanziale dei nuovi accantonamenti o un ammanco nel livello degli accantonamenti precedentemente registrati potrebbero avere un impatto negativo sui risultati operativi e sulla situazione finanziaria di BNPP.

BNPP potrebbe subire perdite significative sulle sue attività di negoziazione e di investimento a causa di oscillazioni e della volatilità del mercato.

BNPP potrebbe generare ricavi inferiori dalle sue attività di intermediazione e altre attività basate su commissioni e provvigioni durante periodi di crisi dei mercati.

Il protrarsi della discesa dei mercati può ridurre la liquidità dei mercati, rendendo più difficile vendere attività e conducendo potenzialmente a perdite significative.

Mutamenti significativi dei tassi d’interesse potrebbero avere un impatto negativo sui ricavi o sulla redditività di BNPP.

La solidità e la condotta di altre istituzioni finanziarie e partecipanti del mercato potrebbero avere un impatto negativo su BNPP.

La posizione competitiva di BNPP potrebbe essere pregiudicata qualora la reputazione di BNPP sia danneggiata.

Una interruzione o violazione dei sistemi informativi di BNPP potrebbe avere come conseguenza una perdita di lavoro e altre perdite.

Eventi esterni imprevisti possono interrompere le attività di BNPP e causare perdite significative e costi aggiuntivi.

BNPP è soggetta a regimi di estesa regolamentazione in continua evoluzione nei paesi e nelle regioni in cui opera.

Malgrado le politiche, procedure e modalità di gestione dei rischi di BNPP, la stessa potrebbe ancora essere esposta a rischi non identificati o imprevisti, che potrebbero causare perdite significative.

Le strategie di copertura di BNPP potrebbero non impedire perdite.

BNPP potrebbe incontrare difficoltà nell’integrare le società acquisite e potrebbe non essere in grado di realizzare i benefici attesi dalle sue acquisizioni.

La forte concorrenza, particolarmente in Francia dove BNPP detiene la più grande concentrazione di attività, potrebbe avere un impatto negativo sui

Element o

Titolo

ricavi e sulla redditività di BNPP.

I seguenti fattori di rischio riguardano BNPP B.V.: BNPP B.V. è una società operativa. L’unica attività di BNPP B.V. consiste nel raccogliere in prestito liquidità emettendo strumenti finanziari come Notes, Warrant, Certificates o altre obbligazioni. BNPP B.V. non ha e non avrà assets al di fuori degli accordi di copertura (contratti OTC menzionati negli Annual Reports), contanti e commissioni pagabili alla stessa, o altre attività acquisite dalla stessa, in ciascun caso in relazione all’emissione di titoli o alla assunzione di altre obbligazioni agli stessi relative di volta in volta. I proventi netti di ciascuna emissione di Titoli emessi dall’Emittente diventeranno parte dei fondi generali di BNPP B.V.. BNPP B.V. utilizza tali proventi per mantenere posizioni in contratti di opzione o futures o altri strumenti di copertura (“Accordi di Copertura”) e/o, nel caso di Xxxxxx Xxxxxxxxx, per acquistare Beni di Garanzia. La capacità di BNPP B.V. di adempiere le sue obbligazioni ai sensi dei Titoli emessi dalla stessa dipenderà dal ricevimento da parte della stessa di pagamenti ai sensi dei relativi Accordi di Copertura. Pertanto, i Portatori di Titoli di BNPP B.V. saranno esposti, fatte salve le disposizioni della relativa Garanzia, alla capacità delle controparti in relazione a tali Accordi di Copertura di adempiere le proprie obbligazioni ai sensi dei predetti

accordi.

D.3

Rischi chiave relativi ai Xxxxxx

Esistono certi fattori che sono rilevanti ai fini della valutazione dei rischi di mercato associati ai Titoli emessi ai sensi del Programma, questi comprendono quanto segue:

- i Titoli (esclusi i Xxxxxx Xxxxxxxxx) sono obbligazioni non garantite;

- il prezzo di negoziazione dei Titoli è influenzato da vari fattori, tra cui, a mero titolo esemplificativo, il prezzo del o dei relativi Sottostanti di Riferimento, il periodo di tempo residuo prima della scadenza o della liquidazione e la volatilità, e tali fattori implicano che il prezzo di negoziazione dei Titoli può essere inferiore all’Importo di Liquidazione Finale o all’Importo di Regolamento in Contanti o al valore del Diritto Spettante

- l’esposizione al Sottostante di Riferimento in molti casi sarà realizzata tramite la stipula da parte del relativo Emittente di accordi di copertura e i potenziali investitori sono esposti all’andamento di questi accordi di copertura e ad eventi che possono avere un effetto sugli accordi di copertura e, di conseguenza, il verificarsi di uno di questi eventi può avere un effetto sul valore dei Titoli;

- il verificarsi di un ulteriore evento di turbativa o di un evento di turbativa ulteriore opzionale può portare a una rettifica dei Titoli, a un annullamento (nel caso di Warrant) o a una liquidazione anticipata (nel caso di Notes e di Certificates) o può avere come conseguenza una differenza tra l’importo pagabile al momento della liquidazione programmata e l’importo che si

prevede sia pagato al momento della liquidazione programmata e, di

Element o

Titolo

conseguenza, il verificarsi di un evento di turbativa ulteriore e/o di un evento di turbativa ulteriore opzionale può avere un effetto pregiudizievole sul valore o sulla liquidità dei Titoli

- potrebbero essere pagabili spese e tasse in relazione ai Titoli;

- i Titoli potrebbero essere annullati (nel caso di Warrant) o liquidati (nel caso di Notes e di Certificates) nel caso di illegalità o impossibilità, e tale annullamento o liquidazione potrebbe avere come conseguenza il fatto che un investitore non realizzi un ritorno su un investimento nei Titoli

- una decisione giudiziaria o un mutamento di una prassi amministrativa o una modifica della legge inglese dopo la data del Prospetto di Base potrebbero avere un impatto sostanzialmente pregiudizievole sul valore dei Titoli da essi influenzati;

- un abbassamento dell’eventuale rating assegnato a titoli di debito in essere dell’Emittente o del Garante da parte di un’agenzia di rating potrebbe causare una riduzione del valore di negoziazione dei Titoli;

- potrebbero sorgere certi conflitti di interessi (si veda l'Elemento E.4 che segue);

- il solo modo per un Portatore di realizzare valore da un Titolo prima della sua Data di Esercizio, Data di Scadenza o Data di Liquidazione, a seconda dei casi, consiste nel vendere tale Titolo al suo prezzo di mercato allora corrente in un mercato secondario disponibile e potrebbe non esservi alcun mercato secondario per i Titoli (nel qual caso un investitore dovrebbe esercitare o aspettare fino alla liquidazione dei Titoli per realizzare un valore superiore al valore di negoziazione)

Inoltre, esistono rischi specifici in relazione ai Titoli che sono legati a un Sottostante di Riferimento (inclusi Xxxxxx Xxxxxx) e un investimento in tali Titoli comporterà rischi significativi non associati a un investimento in un titolo di debito tradizionale. I fattori di rischio relativi ai Titoli Legati a un Sottostante di Riferimento includono:

l’esposizione alle Azioni che comporta l'esposizione per gli investitori a rischi di mercato simili a quelli di un investimento diretto in capitale azionario, eventi di rettifica potenziali, eventi straordinari aventi un effetto sulle Azioni ed eventi di turbativa del mercato o la mancata apertura di una borsa, che potrebbero avere un effetto negativo sul valore e sulla liquidità dei Titoli;

e il rischio che l’Emittente non fornisca informazioni poste-emissione in relazione al Sottostante di Riferimento

In certe circostanze i Portatori potrebbero perdere l’intero valore del loro investimento.

D.6

Avvertenza

Si veda l'Elemento D.3 che precede.

Element o

Titolo

relativa ai rischi

Nel caso di insolvenza di un Emittente o qualora lo stesso non sia altrimenti in grado di, o disposto a, rimborsare i Xxxxxx alla scadenza, un investitore potrebbe perdere tutto o parte del suo investimento nei Titoli.

Qualora il Garante non sia in grado di, o non sia disposto a, adempiere le proprie obbligazioni ai sensi della Garanzia dovute alla scadenza, un investitore potrebbe perdere tutto o parte del suo investimento nei Titoli.

Inoltre, gli investitori potrebbero perdere tutto o parte del loro investimento nei Titoli in conseguenza dei termini e condizioni dei Titoli stessi.

Sezione E - Offerta

Element o

Titolo

E.2b

Ragioni dell’offerta e utilizzo dei proventi

I proventi netti dell’emissione dei Titoli andranno a far parte dei fondi generali dell’Emittente. Tali proventi potranno essere utilizzati per mantenere posizioni in contratti di opzioni o di future o altri strumenti di copertura

E.3

Termini e condizioni

dell’offerta

L'emissione di Titoli è effettuata in Italia come Offerta Non Esente. Il prezzo di emissione dei Titoli è pari a EUR 100.

E.4

Interesse di persone fisiche e giuridiche coinvolte nell’emissione /

offerta

Fatto salvo quanto sopra menzionato, nessun soggetto coinvolto nell'emissione dei Titoli ha un interesse sostanziale nell'offerta, inclusi conflitti di interessi.

E.7

Spese addebitate all’investitore dall’Emittente o da

un offerente

Xxxxxxx spesa sarà addebitata ad un investitore da parte dell'Emittente.

Notice to the holders

Up to 100,000 Fixed Premium Athena Certificates relating to the shares of Intesa Sanpaolo SpA

ISIN Code: NL0010399192

This Notice is dated 16 December 2013 and should be read in conjunction with the Final Terms dated 2 December 2013 in respect of the Securities. Any information not updated or amended herein should be regarded as unchanged.

Further to the public offer in Italy by BNP Paribas Arbitrage Issuance B.V. (the Issuer) of Up to 100,000 Fixed Premium Athena Certificates relating to the shares of Intesa Sanpaolo SpA, referred to here above, the total number of Securities to be issued is 100,000 Securities (i.e. EUR 10,000,000) at an issue price of EUR 100 per Security. The Issue Date of the Securities is 18 December 2013.

The Holders are informed that on page 3 of the Final Terms in § 12 Final Payout it should be noted that:

Strike Price means EUR 1.654

Barrier Level means 1.1578, being 70% x Strike Price

Copies of such Notice may be downloaded on the following website: xxxx://xxx.xxxxxxxxxxxxxxx.xxx

Signed on behalf of BNP Paribas Arbitrage Issuance B.V. As Issuer:

By: ..Xxxxx XXXXXXX.. Duly authorised

TERMS AND CONDITIONS OF THE W&C SECURITIES

The following is the text of the Terms and Conditions of the W&C Securities which will include the additional terms and conditions contained in Annex 1 in relation to the payouts for W&C Securities, the addition terms and conditions contained in Annex 2 in the case of Index Securities, the additional terms and conditions contained in Annex 3 in the case of Share Securities, the additional terms and conditions contained in Annex 4 in the case of ETI Securities, the additional terms and conditions contained in Annex 5 in the case of Debt Securities, the additional terms and conditions contained in Annex 6 in the case of Commodity Securities, the additional terms and conditions contained in Annex 7 in the case of Inflation Index Securities, the additional terms and conditions contained in Annex 8 in the case of Currency Securities, the additional terms and conditions contained in Annex 9 in the case of Fund Securities, the additional terms and conditions contained in Annex 10 in the case of Futures Securities, the additional terms and conditions contained in Annex 11 in the case of Underlying Interest Rate Securities, the additional terms and conditions contained in Annex 12 in the case of Credit Securities, the additional terms and conditions contained in Annex 13 in the case of Secured Securities, the additional terms and conditions contained in Annex 14 in the case of Preference Share Certificates, the additional terms and conditions contained in Annex 15 in the case of OET Certificates or any other Annex (each, an "Annex" and, together the "Annexes") which may be added from time to time, in the case of any other security linked to any other underlying reference (the "Terms and Conditions") which, in the case of English Law Securities (as defined in Condition 1 below), will be incorporated by reference into each Clearing System Global Security, Private Placement Definitive Security or Registered Global Security (each as defined below), or in the case of Italian Dematerialised Securities (as defined below) will apply to such W&C Securities. In the case of English Law Securities (other than Swedish Dematerialised Securities, Finnish Dematerialised Securities, Italian Dematerialised Securities or Swiss Dematerialised Securities), the applicable Final Terms (or the relevant provisions thereof) will be attached to each Clearing System Global Security, Private Placement Definitive Security or Registered Global Security, as the case may be. In the case of Swedish Dematerialised Securities, Finnish Dematerialised Securities, Italian Dematerialised Securities and Swiss Dematerialised Securities, the applicable Final Terms in respect of such W&C Securities will be available at the specified office of the relevant Issuer and at the office of the Swedish Security Agent, Finnish Security Agent, Italian Security Agent or Swiss Security Agent, as applicable, in each case specified in the applicable Final Terms. The provisions in respect of Registered Securities and U.S. Securities (each as defined below) relate to English Law Securities only.

For the purposes of W&C Securities which are neither admitted to trading on a regulated market in the European Economic Area nor offered in the European Economic Area in circumstances where a prospectus is required to be published under the Prospectus Directive ("Exempt Securities"), references in these Terms and Conditions to "Final Terms" shall be deemed to be references to "Pricing Supplement".

The series of W&C Securities described in the applicable Final Terms (in so far as it relates to such series of W&C Securities) (such W&C Securities being hereinafter referred to as the "W&C Securities") are issued by whichever of BNP Paribas Arbitrage Issuance B.V. ("BNPP B.V."), BNP Paribas ("BNPP"), BNP Paribas Fortis Funding ("BP2F") or BGL BNP Paribas ("BGL" (either directly or, if so specified in the applicable Final Terms, acting through a specified branch ("Specified Branch")) is specified as the Issuer in the applicable Final Terms (the "Issuer") and references to the Issuer shall be construed accordingly. W&C Securities will be either warrants ("Warrants") or certificates ("Certificates"), as specified in the applicable Final Terms, and references in these Terms and Conditions to "W&C Security", "W&C Securities", "Warrant", "Warrants", "Certificate" and "Certificates" will be construed accordingly.

As used herein, "Tranche" means W&C Securities which are identical in all respects (including as to listing and admission to trading) and "Series" means a Tranche of W&C Securities together with any further Tranche or

Tranches of W&C Securities which are (i) expressed to be consolidated and form a single series and (ii) identical in all respects (including as to listing and admission to trading) except for their respective Issue Dates, and/or Issue Prices.

The W&C Securities are issued pursuant to an Agency Agreement dated 3 June 2013 (as amended and/or supplemented from time to time, the "Agency Agreement") between BNPP B.V. as issuer, BNPP as issuer and (where the Issuer is BNPP B.V.) as guarantor (in such capacity, the "BNPP Guarantor"), BP2F as issuer, BNP Paribas Fortis SA/NV ("BNPPF") as guarantor (where the Issuer is BP2F) (in such capacity, the "BNPPF Guarantor"), BGL as issuer, BNP Paribas Securities Services S.C.A. in Amsterdam as agent (if specified in the applicable Final Terms as Agent in respect of the W&C Securities, the "Amsterdam Security Agent"), BNP Paribas Securities Services, Branch in Spain as agent (if specified in the applicable Final Terms as Agent in respect of the W&C Securities, the "Madrid Security Agent"), BNP Paribas Securities Services, Luxembourg Branch as agent (if specified in the applicable Final Terms as Agent in respect of the W&C Securities, the "Principal Security Agent"), BNP Paribas Securities Services S.C.A. as agent (the "French Security Agent"), BNP Paribas Arbitrage S.N.C. as agent (if specified in the applicable Final Terms as Agent in respect of the W&C Securities, the "Principal Security Agent"), The Bank of New York Mellon as New York security agent (the "New York Security Agent"), The Bank of New York Mellon as definitive security agent (the "Definitive Security Agent"), BNP Paribas Securities Services, Xxxxx Xxxxxx as agent (the "Italian Security Agent") (each a "Security Agent" and collectively, the "Security Agents"), BNP Paribas Securities Services, Luxembourg Branch, BNP Paribas Securities Services S.C.A., Frankfurt Branch, BNP Paribas Securities Services, Succursale de Zurich, and BNP Paribas Securities (Japan) Limited as registrar (if specified in the applicable Final Terms as Registrar in respect of the Registered Securities, the "Registrar"), as supplemented in the case of Swedish Dematerialised Securities by an issuing and paying agency agreement dated 4 January 2010 (as amended and/or supplemented from time to time, the "Swedish Agency Agreement") between BNPP B.V. and Svenska Handelsbanken AB (publ) as Euroclear Sweden security agent (the "Swedish Security Agent") and as supplemented in the case of Finnish Dematerialised Securities by an issuing and paying agency agreement dated 7 January 2013 (which may be amended and/or supplemented from time to time, the "Finnish Agency Agreement") between BNPP B.V. and Svenska Handelsbanken AB (publ) as Euroclear Finland security agent, (the "Finnish Security Agent"). The expression "Security Agent" shall include (i) in respect of Swedish Dematerialised Securities, the Swedish Security Agent and (ii) in respect of Finnish Dematerialised Securities, the Finnish Security Agent, and shall include any additional or successor security agent(s) in respect of the W&C Securities.

BNP Paribas or BNP Paribas Arbitrage S.N.C. (as specified in the applicable Final Terms) shall undertake the duties of calculation agent (the "Calculation Agent") in respect of the W&C Securities as set out below and in the applicable Final Terms unless another entity is so specified as calculation agent in the applicable Final Terms. The expression "Calculation Agent" shall, in relation to the relevant W&C Securities, include such other specified calculation agent.

The Agency Agreement will be governed by English Law in the case of English Law Securities (the "English Law Agency Agreement") and by French Law in the case of French Law Securities (the "French Law Agency Agreement"). The Swedish Agency Agreement will be governed by Swedish Law. The Finnish Agency Agreement will be governed by Finnish law.

The applicable Final Terms for the W&C Securities supplements these Terms and Conditions for the purposes of the W&C Securities. Except in the case of French Law Securities, Swedish Dematerialised Securities, Finnish Dematerialised Securities, Italian Dematerialised Securities or Swiss Dematerialised Securities, the applicable Final Terms for the W&C Securities will be attached to each Global Security, each Private Placement Definitive Security and any Registered Certificates in definitive form.

References herein to the "applicable Final Terms" are to the Final Terms or two or more sets of Final Terms (in the case of any further W&C Securities issued pursuant to Condition 12 and forming a single series with the W&C Securities) (which, for the avoidance of doubt, may be issued in respect of more than one series of W&C Securities) insofar as they relate to the W&C Securities.

Subject as provided in Condition 4 and in the relevant Guarantee (as defined in Condition 1), where the Issuer is BNPP B.V., the obligations of BNPP B.V. with respect to physical delivery (if applicable) and/or the payment of amounts payable by BNPP B.V. are guaranteed by BNPP pursuant to the relevant BNPP Guarantee. Subject as provided in Condition 4 and in the relevant Guarantee (as defined in Condition 1), where the Issuer is BP2F, the obligations of BP2F with respect to physical delivery (if applicable) and/or the payment of amounts payable by BP2F are guaranteed by BNPPF pursuant to the BNPPF W&C Securities Guarantee. The original of each Guarantee is held by BNP Paribas Securities Services, Luxembourg Branch on behalf of the Holders at its specified office.

Copies of the Agency Agreement, the Guarantees and the applicable Final Terms may be obtained from the specified office of the relevant Security Agent and the Registrar (in the case of Registered Securities), save that if the W&C Securities are unlisted, the applicable Final Terms will only be obtainable by a Holder and such Holder must produce evidence satisfactory to the relevant Security Agent as to identity. Copies of the Swedish Agency Agreement and the BNPP English Law Guarantee will be available for inspection at the office of the Swedish Security Agent specified in the applicable Final Terms. Copies of the Finnish Agency Agreement and the BNPP English Law Guarantee will be available for inspection at the office of the Finnish Security Agent specified in the applicable Final Terms.

Words and expressions defined in the Agency Agreement or used in the applicable Final Terms shall have the same meanings where used in these Terms and Conditions unless the context otherwise requires or unless otherwise stated.

The Holders are entitled to the benefit of and are deemed to have notice of and are bound by all the provisions of the Agency Agreement (insofar as they relate to the W&C Securities) and the applicable Final Terms, which are binding on them.

1. DEFINITIONS

For the purposes of these Terms and Conditions, the following general definitions will apply: "Account Holder" is as defined in Condition 2.2;

"Accrual Period" is as defined in Condition 32(c); "Actual/Actual (ICMA)" is as defined in Condition 32(c);

"Actual Exercise Date" is as defined in Condition 20 and Condition 24.1(a); "Additional Disruption Event" is as defined in Condition 15.1; "Adjustment Date" is as defined in Condition 17(b);

"AFB Agreement" is as defined in Condition 32(b)(iii); "AFB Rate" is as defined in Condition 32(b);

"Affected Item" is as defined in this Condition 1 under the definition of Strike Date and in Condition 20 (in the case of Warrants) and Condition 28 (in the case of Certificates);

"Affected Relevant Assets" is as defined in Condition 15.1; "Affected Share" is as defined in Condition 15.2(e);

"Affiliate" means in relation to any entity (the "First Entity"), any entity controlled, directly or indirectly, by the First Entity, any entity that controls, directly or indirectly, the First Entity or any entity directly or indirectly under common control with the First Entity. For these purposes "control" means ownership of a majority of the voting power of an entity;

"Agency Agreement" is as defined in paragraph 5 of these Terms and Conditions;

"AIs" is as defined in Condition 21 (in the case of Warrants) and Condition 29 (in the case of Certificates);

"Alternate Cash Amount" is as defined in Condition 5.4; "American Style Warrants" is as defined in Condition 22;

"Amsterdam Security Agent" is as defined in paragraph 5 of these Terms and Conditions; "Annex" is as defined in paragraph 1 of these Terms and Conditions;

"Asset Transfer Notice" is as defined in Condition 35.2(a);

"Automatic Early Redemption Amount" is as defined in Condition 34.9(b); "Automatic Early Redemption Event" is as defined in Condition 34.9(a) and 34.9(b); "Automatic Early Redemption Date" is as defined in Condition 34.9(b);

"Automatic Early Redemption Level" is as defined in Condition 34.9(b); "Automatic Early Redemption Rate" is as defined in Condition 34.9(b); "Automatic Early Redemption Valuation Date" is as defined in Condition 34.9(b); "Automatic Exercise" is as defined in Condition 22;

"Averaging" is as defined in Condition 22 (in the case of Warrants) and Condition 30 (in the case of Certificates);

"Averaging Date" is as defined in Condition 20 (in the case of Warrants) and Condition 28 (in the case of Certificates);

"Basket Company" is as defined in Condition 15.2(e); "Basket Price" is as defined in Condition 34.9(b);

"Basket of Underlying References" is as defined in Condition 34.9(b); "BGL" is as defined in paragraph 3 of these Terms and Conditions; "BGL Substitute" is as defined in Condition 13.4;

"BNPP" is as defined in paragraph 3 of these Terms and Conditions;

"BNPP B.V." is as defined in paragraph 3 of these Terms and Conditions;

"BNPP English Law W&C Guarantee" means a deed of guarantee dated 3 June 2013 executed by BNPP in respect of English Law Securities issued by BNPP B.V.;

"BNPP Guarantee" means (a) in the case of English Law Securities, the BNPP English Law Guarantee and (b) in the case of French Law Securities, the BNPP French Law W&C Guarantee;

"BNPP French Law W&C Guarantee" means the garantie dated 3 June 2013 executed by BNPP in respect of French Law Securities issued by BNPP B.V.;

"BNPP Guarantee" means (a) in the case of English Law Securities, the BNPP English Law W&C Guarantee and (b) in the case of French Law Securities, the BNPP French Law W&C Guarantee;

"BNPP Guarantor" is as defined in paragraph 4 of these Terms and Conditions; "BNPPF" is as defined in paragraph 4 of these Terms and Conditions;

"BNPPF W&C Securities Guarantee" means a deed of guarantee dated 3 June 2013 executed by BNPPF in respect of W&C Securities issued by BP2F;

"BNPPF Guarantor" is as defined in paragraph 4 of these Terms and Conditions; "BP2F" is as defined in paragraph 3 of these Terms and Conditions;

"BP2F Substitute" is as defined in Condition 13.3;

"Business Day" means a day (other than a Saturday or Sunday) on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in the relevant Business Day Centre(s) and for the purposes of making payments in euro, any day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET2) System is open (a "TARGET2 Settlement Day") and (a) where the W&C Securities are Clearing System Securities, Registered Certificates or Italian Dematerialised Securities, a day on which the relevant Clearing System is open for business, (b) where the W&C Securities are Private Placement Definitive Securities, a day (other than a Saturday or a Sunday) on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in New York, (c) where the W&C Securities are Registered Warrants, a day (other than a Saturday or a Sunday) on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in Tokyo, (d) where the W&C Securities are Swedish Dematerialised Securities, a day (other than a Saturday or a Sunday) on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in Stockholm or (e) where the W&C Securities are Finnish Dematerialised Securities, a day (other than a Saturday or a Sunday) on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in Helsinki and on which Euroclear Finland and the relevant system in which the Finnish Dematerialised Securities are registered are open for business in accordance with the rules of Euroclear Finland;

"Calculated Additional Disruption Amount" is as defined in Condition 15.2(c)(ii);

"Calculated Additional Disruption Amount Determination Date" is as defined in Condition 15.2(c)(ii);

"Calculation Agent" is as defined in paragraph 6 of these Terms and Conditions and Condition 32(b);

"Call Warrants" is as defined in Condition 22; "Cancellation Event" is as defined in Condition 15.1; "Cash Settled Certificates" is as defined in Condition 30;

"Cash Settled Securities" means (a) in the case of an issue of Warrants, Cash Settled Warrants and

(b) in the case of an issue of Certificates, Cash Settled Certificates; "Cash Settled Warrants" is as defined in Condition 22;

"Cash Settlement Amount" is as defined in Condition 20 (in the case of Warrants) and Condition 28 (in the case of Certificates);

"Certificates" is as defined in paragraph 3 of these Terms and Conditions; "Change in Law" is as defined in Condition 15.1;

"Clearing System" means Clearstream, Luxembourg and/or Euroclear and/or Euroclear France and/or Euroclear Netherlands and/or Euroclear Sweden and/or Euroclear Finland and/or DTC and/or Iberclear and/or Monte Titoli and/or any additional or alternative clearing system approved by the Issuer and the relevant Security Agent(s) from time to time and specified in the applicable Final Terms;

"Clearing System Certificates" is as defined in Condition 29; "Clearing System Global Certificate" is as defined in Condition 29;

"Clearing System Global Security" means (a) in the case of an issue of Warrants, the Clearing System Global Warrant representing such Warrants and (b) in the case of an issue of Certificates, the Clearing System Global Certificate representing such Certificates;

"Clearing System Global Warrant" is as defined in Condition 21;

"Clearing System Securities" means (a) in the case of an issue of Warrants, Clearing System Warrants and (b) in the case of an issue of Certificates, Clearing System Certificates;

"Clearing System Warrants" is as defined in Condition 21;

"Clearstream, Luxembourg" is as defined in Condition 21 (in the case of Warrants) and Condition 29 (in the case of Certificates);

"Commodity OET Certificate" means a Commodity Security that is an OET Certificate; "Commodity Securities" is as defined in Condition 2.1;

"Common Depositary" is as defined in Condition 21 (in the case of Warrants) and Condition 29 (in the case of Certificates);

"Credit Securities" is as defined in Condition 2.1; "Currency Event" is as defined in Condition 15.1;

"Currency OET Certificate" means a Currency Security that is an OET Certificate; "Currency Securities" is as defined in Condition 2.1;

"Custodian" is as defined in Condition 21 (in the case of Warrants) and Condition 29 (in the case of Certificates);

"Cut-off Date" is as defined in Condition 25.9(c) (in the case of Warrants) and Condition 28 (in the case of Certificates);

"Day Count Fraction" is as defined in Condition 32(c); "Debt Securities" is as defined in Condition 2.1;

"Definitive Security Agent" is as defined in paragraph 4 of these Terms and Conditions; "Delivery Date" is as defined in Condition 35.2(c);

"Designated Account" is as defined in Condition 35.1; "Designated Bank" is as defined in Condition 35.1; "Designated Maturity" is as defined in Condition 32(b)(ii); "Determination Date(s)" is as defined in Condition 32(c); "Determination Period" is as defined in Condition 32(c); "Disqualified Transferee" is as defined in Condition 2.4(c);

"Disruption Cash Settlement Price" is as defined in Condition 5.1;

"Distribution Compliance Period" means the period expiring 40 days after completion of the distribution of the relevant W&C Securities unless a longer period is specified in the applicable Final Terms. In such event, the Final Terms will specify the additional restrictions on transfer and exercise applicable to the W&C Securities;

"Documents" is as defined in Condition 13.2(b);

"DTC" is as defined in Condition 21 (in the case of Warrants) and Condition 29 (in the case of Certificates);

"due exercise" is as defined in Condition 24.4;

"English Law Agency Agreement" is as defined in paragraph 6 of these Terms and Conditions; "English Law Certificates" is as defined in Condition 28;

"English Law Securities" means (a) in the case of an issue of Warrants, English Law Warrants and

(b) in the case of an issue of Certificates, English Law Certificates; "English Law Warrants" is as defined in Condition 20;

"Entitlement" is as defined in Condition 20 (in the case of Warrants) and Condition 28 (in the case of Certificates);

"Established Rate" is as defined in Condition 17(b);

"ETI OET Certificate" means an ETI Security that is an OET Certificate;

"ETI Securities" is as defined in Condition 2.1; "EURIBOR" is as defined in Condition 32(b)(ii)(C); "euro" is as defined in Condition 17(b);

"Euroclear" is as defined in Condition 21 (in the case of Warrants) and Condition 29 (in the case of Certificates);

"Euroclear Finland" means Euroclear Finland Ltd. (the Finnish Central Securities Depository);

"Euroclear Finland Register" means the register opened in the Euroclear Finland System for Finnish Dematerialised Securities issued or to be issued by the Issuer;

"Euroclear Finland System" means the technical system at Euroclear Finland for the registration of securities and the clearing and settlement of securities transactions;

"Euroclear France Certificates" is as defined in Condition 35.1; "Euroclear France Securities" is as defined in Condition 2.2; "Euroclear France Warrants" is as defined in Condition 24.1;

"Euroclear Netherlands" means Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V.; "Euroclear Netherlands Certificates" is as defined in Condition 35.1;

"Euroclear Netherlands Securities" is as defined in Condition 2.2; "Euroclear Netherlands Warrants" is as defined in Condition 24.1;

"Euroclear Sweden" means Euroclear Sweden AB (the Swedish Central Securities Depository authorised as such under the SFIA Act);

"Euroclear Sweden Register" means the register opened in the Euroclear Sweden System for Swedish Dematerialised Securities issued or to be issued by the Issuer;

"Euroclear Sweden System" means the technical system at Euroclear Sweden for the registration of securities and the clearing and settlement of securities transactions;

"Euronext Paris" is as defined in Condition 34.3; "European Style Warrants" is as defined in Condition 22;

"EuroTLX" is as defined in Condition 20 (in the case of Warrants) and Condition 28 (in the case of Certificates);

"Exchange Event" is as defined in Condition 29; "Exercisable Certificates" is as defined in Condition 34.7; "exercise" is as defined in Condition 24.4;

"Exercise Business Day" is as defined in Condition 20;

"Exercise Notice" is as defined in Condition 24.1(a), Condition 25.1, Condition 25.2 and Condition 25.3;

"Exercise Notice Delivery Date" is as defined in Condition 25.9(c); "Exercise Price" is as specified in the applicable Final Terms; "Expenses" is as defined in Condition 11.2;

"Expiration Date" is as defined in Condition 20;

"Failure to Deliver due to Illiquidity" is as defined in Condition 15.1; "Failure to Deliver Settlement Price" is as defined in Condition 15.2(e);

"Finnish Agency Agreement" is as defined in paragraph 5 of these Terms and Conditions; "Finnish Dematerialised Certificates" is as defined in Condition 28;

"Finnish Dematerialised Securities" means (a) in the case of an issue of Warrants, Finnish Dematerialised Warrants and (b) in the case of an issue of Certificates, Finnish Dematerialised Certificates;

"Finnish Dematerialised Warrants" is as defined in Condition 20;

"Finnish Record Date" is as defined in respect of Finnish Dematerialised Warrants in Condition 25.6 and in respect of Finnish Dematerialised Certificates in Condition 35.1;

"Finnish Security Agent" is as defined in paragraph 5 of these Terms and Conditions and is an account operator specifically authorised by Euroclear Finland and to be appointed by the Issuer in respect of any series of Finnish Dematerialised Securities to process and register issues in the Euroclear Finland System and identified in the applicable Final Terms and acting solely as the agent of the Issuer not assuming any obligation to, or relationship or agency of trust with the Holders;

"Fixed Rate Certificates" is as defined in Condition 32; "Floating Rate" is as defined in Condition 32(b)(ii); "Floating Rate Certificates" is as defined in Condition 32; "Floating Rate Option" is as defined in Condition 32(b)(ii); "Force Majeure Event" is as defined in Condition 15.1; "freely tradable" is as defined in Condition 5.4;

"French Law Agency Agreement" is as defined in paragraph 7 of these Terms and Conditions; "French Law Certificates" is as defined in Condition 28;

"French Law Securities" means (a) in the case of Warrants, French Law Warrants and (b) in the case of Certificates, French Law Certificates;

"French Law Warrants" is as defined in Condition 20;

"French Security Agent" is as defined in paragraph 5 of these Terms and Conditions;

"Fund Securities" is as defined in Condition 2.1;

"Futures OET Certificate" means a Futures Security that is an OET Certificate; "Futures Securities" is as defined in Condition 2.1;

"GDR/ADR" is as defined in Condition 2.1; "General Meeting" is as defined in Condition 9.4(b); "Global Certificate" is as defined in Condition 29;

"Global Security" means (a) in the case of Warrants, the Global Warrant and (b) in the case of Certificates, the Global Certificate;

"Global Warrant" is as defined in Condition 21; "Government Authority" is as defined in Condition 15.1;

"Guarantee" means the relevant BNPP Guarantee or the BNPPF W&C Securities Guarantee; "Guaranteed Cash Settlement Amount" is as defined in Condition 4;

"Guarantor" means BNPP or BNPPF, as applicable; "Hedge" is as defined in Condition 15.1;

"Hedging Disruption" is as defined in Condition 15.1; "Hedging Shares" is as defined in Condition 15.1;

"Holder" is as defined in Condition 2.2, Condition 23 (in the case of Registered Warrants) and Condition 31 (in the case of Registered Certificates);

"holder of Certificates" is as defined in Condition 31; "Holder of Securities" is as defined in Condition 2.2; "Hybrid Securities" is as defined in Condition 2.1;

"Iberclear" means "Sociedad xx Xxxxxxx xx xxx Xxxxxxxx xx Xxxxxxxx, Xxxxxxxxxxxx x Xxxxxxxxxxx xx Xxxxxxx, X.X. Unipersonal" whose commercial name is Xxxxxxxxx;

"Increased Cost of Hedging" is as defined in Condition 15.1; "Increased Cost of Stock Borrow" is as defined in Condition 15.1;

"Index OET Certificate" means an Index Security that is an OET Certificate; "Index Securities" is as defined in Condition 2.1;

"Inflation Index Securities" is as defined in Condition 2.1; "Initial Stock Loan Rate" is as defined in Condition 15.1; "Insolvency Filing" is as defined in Condition 15.1;

"Interest Amount" is as defined in Condition 32(b)(v);

"Interest Determination Date" is as defined in Condition 32(b)(v); "Interest Period End Date" is as defined in Condition 32(b)(i);

"Interest Period End Final Date" is as defined in Condition 32(a) and Condition 32(b)(i);

"Intermediary" is as defined in Condition 20 (in the case of Warrants) and Condition 28 (in the case of Certificates);

"Intervening Period" is as defined in Condition 35.2(d); "Investor Representation Letter" is as defined in Condition 2.4; "ISDA Definitions" is as defined in Condition 32(b)(ii);

"Issuer" is as defined in paragraph 3 of these Terms and Conditions; "Italian Dematerialised Certificates" is as defined in Condition 28;

"Italian Dematerialised Securities" means (a) in the case of an issue of Warrants, Italian Dematerialised Warrants and (b) in the case of an issue of Certificates, Italian Dematerialised Certificates;

"Italian Dematerialised Warrants" is as defined in Condition 20; "Italian Listed Certificates" is as defined in Condition 28;

"Italian Listed Securities" means (a) in the case of an issue of Warrants, Italian Listed Warrants and

(b) in the case of an issue of Certificates, Italian Listed Certificates; "Italian Listed Warrants" is as defined in Condition 20;

"Italian Security Agent" is as defined in paragraph 5 of these Terms and Conditions; "Jurisdiction Event" is as defined in Condition 15.1;

"Knock-in Determination Day" is as defined in Condition 16.6; "Knock-in Determination Period" is as defined in Condition 16.6; "Knock-in Event" is as defined in Condition 16.6;

"Knock-in Level " is as defined in Condition 16.6;

"Knock-in Period Beginning Date" is as defined in Condition 16.6; "Knock-in Period Ending Date" is as defined in Condition 16.6; "Knock-in Range Level " is as defined in Condition 16.6;

"Knock-in Valuation Time" is as defined in Condition 16.6; "Knock-out Determination Day" is as defined in Condition 16.6; "Knock-out Determination Period" is as defined in Condition 16.6;

"Knock-out Event" is as defined in Condition 16.6; "Knock-out Level" is as defined in Condition 16.6;

"Knock-out Period Beginning Date" is as defined in Condition 16.6; "Knock-out Period Ending Date" is as defined in Condition 16.6; "Knock-out Range Level" is as defined in Condition 16.6;

"Knock-out Valuation Time" is as defined in Condition 16.6; "Level" is as defined in Condition 16.6;

"LIBOR" is as defined in Condition 32(b)(ii)(C);

"Linked Interest Certificates" is as defined in Condition 32;

"Linked Premium Amount Certificates" is as defined in Condition 33.2 "Local Currency" is as defined in Condition 15.1;

"Local Time" means local time in the city of the relevant Clearing System; "Loss of Stock Borrow" is as defined in Condition 15.1;

"Luxembourg or Brussels time" is as defined in Condition 24.4;

"Madrid Security Agent" is as defined in paragraph 5 of these Terms and Conditions; "Maximum Stock Loan Rate" is as defined in Condition 15.1;

"Modified Postponement" is as defined in Condition 28;

"Monte Titoli" is as defined in Condition 21 (in the case of Warrants) and Condition 29 (in the case of Certificates);

"National Currency Unit" is as defined in Condition 17(b);

"New York Security Agent" is as defined in paragraph 5 of these Terms and Conditions; "New York time" is as defined in Condition 24.4;

"Notice Period" is as defined in Conditions 34.3 and 34.4

"Observation Date" is as defined in Condition 20 (in the case of Warrants) and 28 (in the case of Certificates);

"Observation Period" is as defined in Condition 20 (in the case of Warrants) and 28 (in the case of Certificates);

"OET Certificate" means W&C Securities specified as Open End Turbo Certificates in the applicable Final Terms;

"Omission" is as defined in Condition 28;

"Open End Certificate" is as defined in Condition 28;

"Optional Additional Disruption Event" is as defined in Condition 15.1; "Optional Redemption Amount" is as defined in Conditions 34.3 and 34.4; "Optional Redemption Date" is as defined in Conditions 34.3 and 34.4;

"Optional Redemption Valuation Date" is as defined in Conditions 34.3 and 34.4; "Original Currency" is as defined in Condition 17(a)(ii);

"Paris Business Day" is as defined in W&C Security Condition 32(b)(vii). "Payment Date" is as defined in Condition 35.1;

"Permanent Global Warrant" is as defined in Condition 21; "Physical Delivery Certificates" is as defined in Condition 30;

"Physical Delivery Securities" means (a) in the case of an issue of Warrants, Physical Delivery Warrants and (b) in the case of an issue of Certificates, Physical Delivery Certificates;

"Physical Delivery Warrants" is as defined in Condition 22; "Postponement" is as defined in Condition 28;

"Premium Amount" is as defined in Condition 33.5;

"Premium Amount Payment Date" is as defined in Condition 33.5;

"Principal Security Agent" is as defined in paragraph 5 of these Terms and Conditions; "Private Placement Definitive Certificates" is as defined in Condition 29;

"Private Placement Definitive Securities" means (a) in the case of an issue of Warrants, Private Placement Definitive Warrants and (b) in the case of an issue, of Certificates, Private Placement Definitive Certificates;

"Private Placement Definitive Warrant" is as defined in Condition 21; "Private Placement Register" is as defined in Condition 2.2; "Proceedings" is as defined in Condition 14.2;

"Put Notice" is as defined in Condition 34.4; "Put Warrants" is as defined in Condition 22;

"QIBs" is as defined in Condition 21 (in the case of Warrants) and Condition 29 (in the case of Certificates);

"Quota" is as defined in Condition 26.1(b);

"Record Date" is as defined in Condition 35.1 (in the case of Certificates); "Redemption Date" is as defined in Condition 34.1;

"Reference Banks" is as defined in Condition 28;

"Register" is as defined in Condition 23;

"Registered Certificates" is as defined in Condition 29; "Registered Global Certificate" is as defined in Condition 29;

"Registered Global Security" means (a) in the case of an issue of Warrants, a Registered Global Warrant and (b) in the case of an issue of Certificates, a Registered Global Certificate;

"Registered Global Warrant" is as defined in Condition 21;

"Registered Securities" means (a) in the case of an issue of Warrants, Registered Warrants and (b) in the case of an issue of Certificates, Registered Certificates;

"Registered Warrants" is as defined in Condition 21;

"Registrar" is as defined in paragraph 5 of these Terms and Conditions;

"Regulation S" is as defined in Condition 21 (in the case of Warrants) and Condition 29 (in the case of Certificates);

"Regulation S Global Certificate" is as defined in Condition 29;

"Regulation S Global Security" means (a) in the case of an issue of Warrants, a Regulation S Global Warrant and (b) in the case of an issue of Certificates, a Regulation S Global Certificate;

"Regulation S Global Warrant" is as defined in Condition 21; "Related Expenses" is as defined in Condition 11.2;

"Relevant Adjustment Provisions" is as defined in Condition 16.6 and 34.9(b);

"Relevant Jurisdiction" means the country in which (as the case may be) the Shares, the Shares relating to the depositary receipts, the ETI Interests, the Debt Instruments, the Fund or the Fund Units are issued (or in which the issuer of such Shares, ETI Interests, Debt Instruments or Fund Units is incorporated) or the Index is based, as specified in the applicable Final Terms;

"Renouncement Notice" is as defined in Condition 24.1(a) (in the case of Warrants) and Condition 34.7 (in the case of Certificates);

"Reset Date" is as defined in Condition 32(b)(ii);

"Rolling Futures Contract Securities" means a Security that is specified as such in the applicable Final Terms;

"Rule 144A" is as defined in Condition 21 (in the case of Warrants) and Condition 29 (in the case of Certificates);

"Rule 144A Certificates" is as defined in Condition 29;

"Rule 144A Global Certificate" is as defined in Condition 29;

"Rule 144A Global Security" means (a) in the case of an issue of Rule 144A Warrants, the Rule 144A Global Warrant representing such Rule 144A Warrants and (b) in the case of an issue of Rule 144A Certificates, the Rule 144A Global Certificate representing such Rule 144A Certificates;

"Rule 144A Global Warrant" is as defined in Condition 21; "Rule 144A Warrants" is as defined in Condition 21;

"Scheduled Averaging Date" is as defined in Condition 20 (in the case of Warrants) and Condition 28 (in the case of Certificates);

"Scheduled Closing Time" means, in respect of an Exchange or Related Exchange and a Scheduled Trading Day, the scheduled weekday closing time of such Exchange or Related Exchange on such Scheduled Trading Day, without regard to after hours or any other trading outside of the regular trading session hours subject, in respect of Index Securities, to subparagraphs (b) and (c) of the definition of Valuation Time, and subject, in respect of Share Securities, to subparagraph (c) of the definition of Valuation Time;

"Scheduled Strike Date" means any original date that, but for the occurrence of an event causing a Disrupted Day, would have been the Strike Date;

"Scheduled Valuation Date" means any original date that, but for the occurrence of an event causing a Disrupted Day, would have been a Valuation Date;

"Secured Securities" is as defined in Condition 2.1;

"Securities Act" is as defined in Condition 21 (in the case of Warrants) and Condition 29 (in the case of Certificates);

"Security Agent" and "Security Agents" are as defined in paragraph 5 of these Terms and Conditions; "Security Expenses" is as defined in Condition 11.1 and Condition 25.3(a)(iv);

"SeDeX" is as defined in Condition 20 (in the case of Warrants) and Condition 28 (in the case of Certificates);

"Settlement Business Day" is as defined in Condition 5.1; "Settlement Date" is as defined in Condition 20;

"Settlement Disruption Event" is as defined in Condition 5.1;

"SFIA Act" is as defined in Condition 21 (in the case of Warrants) and Condition 29 (in the case of Certificates);

"Share" is as defined in Condition 15.2(e);

"Share OET Certificate" means a Share Security that is an OET Certificate; "Share Securities" is as defined in Condition 2.1;

"Specified Maximum Days of Disruption" means (other than with respect to Commodity Securities and Currency Securities) eight Scheduled Trading Days or such other number of Scheduled Trading Days specified in the applicable Final Terms, with respect to Currency Securities, five Scheduled Trading Days and with respect to Commodity Securities, five Commodity Business Days;

"Stop-Loss Event" is as defined in Condition 15.1;

"Strike Date" means, in the case of Index Securities, Share Securities, ETI Securities or Futures Securities, the Strike Date specified in the applicable Final Terms, or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day unless, in the opinion of the Calculation Agent such day is a Disrupted Day. If any such day is a Disrupted Day, then:

(a) where the W&C Securities are Index Securities relating to a single Index, Share Securities relating to a single Share, ETI Securities relating to a single ETI Interest or Futures Securities relating to a single Future, the Strike Date shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day, unless each of the number of consecutive Scheduled Trading Days equal to the Specified Maximum Days of Disruption immediately following the Scheduled Strike Date is a Disrupted Day. In that case, (i) the last such consecutive Scheduled Trading Day shall be deemed to be the Strike Date, notwithstanding the fact that such day is a Disrupted Day and (ii) the Calculation Agent shall determine the relevant level or price:

(i) in the case of Index Securities, by determining the level of the Index as of the Valuation Time on the last such consecutive Scheduled Trading Day in accordance with the formula for and method of calculating the Index last in effect prior to the occurrence of the first Disrupted Day using the Exchange traded or quoted price as of the Valuation Time on the last such consecutive Scheduled Trading Day of each security comprised in the Index (or, if an event giving rise to a Disrupted Day has occurred in respect of the relevant security on the last such Scheduled Trading Day, its good faith estimate of the value for the relevant security as of the Valuation Time on the last such consecutive Scheduled Trading Day); or

(ii) in the case of Share Securities, ETI Securities or Futures Securities, in accordance with its good faith estimate of the relevant price as of the Valuation Time on the last such consecutive Scheduled Trading Day; or

(b) where the W&C Securities are Index Securities relating to a Basket of Indices, Share Securities relating to a Basket of Shares, ETI Securities relating to a Basket of ETI Interests or Futures Securities relating to a Basket of Futures, the Strike Date for each Index, Share, ETI Interest or Future, as the case may be, not affected by the occurrence of a Disrupted Day shall be the Scheduled Strike Date and the Strike Date for each Index, ETI Interest, Share or Future affected, as the case may be (each an "Affected Item"), by the occurrence of a Disrupted Day shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day relating to the Affected Item unless each of the number of consecutive Scheduled Trading Days equal to the Specified Maximum Days of Disruption immediately following the Scheduled Strike Date is a Disrupted Day relating to the Affected Item. In that case, (i) the last such consecutive Scheduled Trading Day shall be deemed to be the Strike Date for the Affected Item, notwithstanding the fact that such day is a Disrupted Day, and (ii) the Calculation Agent shall determine the relevant level or price using, in relation to the Affected Item:

(i) in the case of an Index, the level of that Index as of the Valuation Time on the last such consecutive Scheduled Trading Day in accordance with the formula for and method of calculating that Index last in effect prior to the occurrence of the first Disrupted Day using the Exchange traded or quoted price as of the Valuation Time on the last such consecutive Scheduled Trading Day of each security comprised in that Index (or, if an event giving rise to a Disrupted Day has occurred in respect of the relevant security on the last such consecutive Scheduled Trading Day, its good faith estimate of the value for the relevant security as of the Valuation Time on the last such consecutive Scheduled Trading Day); or

(ii) in the case of a Share, ETI Interest or Future, its good faith estimate of the price for the Affected Item as of the Valuation Time on the last such consecutive Scheduled Trading Day; or

"Strike Day" means each date specified as such in the applicable Final Terms and, if Averaging Date Consequences are specified as applicable in the applicable Final Terms, the provisions contained in the definition of "Averaging Date" shall apply mutatis mutandis as if references in such provisions to "Averaging Date" were to "Strike Day";

"Strike Period" means the period specified as such in the applicable Final Terms; "Substitute" is as defined in Condition 13.1;

"Substitute Asset" and "Substitute Assets" is as defined in Condition 5.4; "Substitute BNPP Guarantee" is as defined in Condition 13.2(b); "Substitute BNPP Guarantor" is as defined in Condition 13.2;

"Substitute BNPPF W&C Securities Guarantee" is as defined in Condition 13.5(b) "Substitute BNPPF Guarantor" is as defined in Condition 13.3

"Substitute Share" is as defined in Condition 15.2(e); "Substitution Date" is as defined in Condition 15.2(e); "sub-unit" is as defined in Condition 32(a); "Successor Index" is as defined in Condition 15.2(d);

"Swedish Agency Agreement" is as defined in paragraph 5 of these Terms and Conditions; "Swedish Dematerialised Certificates" is as defined in Condition 28;

"Swedish Dematerialised Securities" means (a) in the case of an issue of Warrants, Swedish Dematerialised Warrants and (b) in the case of an issue of Certificates, Swedish Dematerialised Certificates;

"Swedish Dematerialised Warrants" is as defined in Condition 20; "Swedish Record Date" is as defined in Condition 35.1;

"Swedish Security Agent" is as defined in paragraph 5 of these Terms and Conditions; "Swiss Dematerialised Certificates" is as defined in Condition 28;

"Swiss Dematerialised Securities" means (a) in the case of an issue of Warrants, Swiss Dematerialised Warrants and (b) in the case of an issue of Certificates, Swiss Dematerialised Certificates;

"Swiss Dematerialised Warrants" is as defined in Condition 20; "Swiss Materialised Certificates" is as defined in Condition 28;

"Swiss Materialised Securities" means (a) in the case of an issue of Warrants, Swiss Materialised Warrants and (b) in the case of an issue of Certificates, Swiss Materialised Certificates;

"Swiss Materialised Warrants" is as defined in Condition 20;

"Swiss Securities" means Swiss Materialised Securities and Swiss Dematerialised Securities. The terms and conditions of the Swiss Securities will be set forth in the applicable Final Terms;

"Swiss Security Agent" means the entity specified in the applicable Final Terms; "Taxes" is as defined in Condition 11.2;

"Transfer Certificate" is as defined in Condition 23; "Treaty" is as defined in Condition 17(b);

"Underlying Reference" is as defined in Condition 16.6 and 34.9(b); "Underlying Reference Level" is as defined in Condition 34.9(b); "Underlying Share" is as defined in Condition 2.1;

"Units" is as defined in Condition 22;

"U.S. Certificates" is as defined in Condition 29;

"U.S. Securities" means (a) in the case of an issue of Warrants, U.S. Warrants and (b) in the case of an issue of Certificates, U.S. Certificates;

"U.S. Warrants" is as defined in Condition 21;

"Valid Date" is as defined in Condition 20 (in the case of Warrants) and Condition 28 (in the case of Certificates);

"Valuation Date" is as defined in Condition 20 (in the case of Warrants) and Condition 28 (in the case of Certificates);

"Valuation Time" is as defined in Condition 20 (in the case of Warrants) and Condition 28 (in the case of Certificates); and

"Warrants" is as defined in paragraph 3 of these Terms and Conditions.

2. TYPE, TITLE AND TRANSFER

2.1 Type

The W&C Securities relate to a specified index or basket of indices ("Index Securities"), a specified share or basket of shares, or a specified depositary receipt (a "GDR/ADR") referencing a share (an "Underlying Share") or basket of GDRs and/or ADRs ("Share Securities"), a specified interest in an exchange traded fund, an exchange traded note, an exchange traded commodity or any other exchange traded product (each an "exchange traded instrument") or basket of interests in exchange traded instruments ("ETI Securities"), a specified debt instrument or basket of debt instruments ("Debt Securities"), a specified commodity or commodity index or basket of commodities and/or commodity indices ("Commodity Securities"), a specified inflation index or basket of inflation indices ("Inflation Index Securities"), a specified currency or basket of currencies ("Currency Securities"), a specified

fund share or unit or basket of fund shares or units ("Fund Securities"), a specified futures contract or basket of futures contract(s) ("Futures Securities"), a specified underlying interest rate or basket of underlying interest rates ("Underlying Interest Rate Securities"), the credit of a specified reference entity or reference entities ("Credit Securities"), a specified preference share issued by BNP Paribas Synergy Limited ("Preference Share Certificates"), W&C Securities issued by BNPP B.V. in respect of which BNPP B.V. grants security over certain of its assets ("Secured Securities") and/or W&C Securities which relate to any combination of such indices, shares, interests in exchange traded instruments, debt instruments, commodities, inflation indices, currencies, fund shares or units, futures contract(s), the credit of a specified reference entity or reference entities and other asset classes or types ("Hybrid Securities").

W&C Securities related to a specified interest in an exchange traded instrument or basket of interests in exchange traded instruments, a specified commodity or commodity index or basket of commodities and/or commodity indices, a specified inflation index or basket of inflation indices, specified currency or basket of currencies, a specified fund share or unit or basket of fund shares or units, the credit of a specified reference entity or reference entities, a specified futures contract or basket of futures contracts, or Hybrid Securities related to any of these asset classes, may not at any time be offered, sold, resold, held, traded, pledged, exercised (in the case of Warrants), settled or redeemed (in the case of Certificates), transferred or delivered, directly or indirectly, in the United States or to, by or for the account or benefit of, persons that are (i) U.S. persons as defined in Regulation S or that are not non- United States Persons as defined in Rule 4.7 under the United States Commodity Exchange Act, or (iii) any other U.S. person as such term may be defined in Regulation S or in regulations adopted under the Commodity Exchange Act, unless expressly provided for pursuant to any applicable U.S. wrapper to the Base Prospectus. Any such applicable U.S. wrapper may restrict the types of W&C Securities that can be offered, sold, resold, held, traded, pledged, exercised, redeemed, transferred or delivered and the terms of such W&C Securities.

If Averaging is specified as applying in the applicable Final Terms, the applicable Final Terms will state the relevant Averaging Dates and, if an Averaging Date is a Disrupted Day, whether Omission, Postponement or Modified Postponement (each as defined in Condition 20 in the case of Warrants or Condition 28 in the case of Certificates) applies.

References in these Terms and Conditions, unless the context otherwise requires, to Cash Settled Securities shall be deemed to include references to (a) Physical Delivery Securities, which include an option (as set out in the applicable Final Terms) at the Issuer's election to request cash settlement of such W&C Security pursuant to Condition 5.3 and where settlement is to be by way of cash payment, and (b) Physical Delivery Securities where settlement is to be automatically varied to be by way of cash payment pursuant to Condition 5.3. References in these Terms and Conditions, unless the context otherwise requires, to Physical Delivery Securities shall be deemed to include references to Cash Settled Securities which include an option (as set out in the applicable Final Terms) at the Issuer's election to request physical delivery of the relevant underlying asset in settlement of such W&C Security pursuant to Condition 5.3 and where settlement is to be by way of physical delivery. Unless otherwise specified in the applicable Final Terms, the Issuer does not have the option to vary settlement in respect of the U.S. Securities pursuant to Condition 5.3.

W&C Securities may, if specified in the applicable Final Terms, allow Holders to elect for settlement by way of cash payment or by way of physical delivery or by such other method of settlement as is specified in the applicable Final Terms. Those W&C Securities where the Holder has elected for cash payment will be Cash Settled Securities and those W&C Securities where the Holder has elected for physical delivery will be Physical Delivery Securities. The rights of a Holder as described in this

paragraph may be subject to the Issuer's right to vary settlement as indicated in the applicable Final Terms and will be subject to the Issuer's right to substitute assets or pay the Alternate Cash Amount (as defined below) in lieu of physical delivery in accordance with these Conditions.

2.2 Title to W&C Securities other than Registered Securities

In the case of W&C Securities represented by a Clearing System Global Security held by a Common Depository on behalf of a relevant Clearing System or held by a relevant Clearing System or by Euroclear France and French Law Securities, each person who is for the time being shown in the records of the relevant Clearing System (in the case of English Law Securities other than English Law Securities held through Euroclear France) or whose name appears in the account of the relevant Account Holder (in the case of French Law Securities or English Law Securities held through Euroclear France, together "Euroclear France Securities" or in the case of French Law Securities held by Euroclear Netherlands "Euroclear Netherlands Securities") as the holder of a particular amount of such W&C Securities (in which regard any certificate or other document issued by the relevant Clearing System or, as the case may be, Account Holder as to the amount of W&C Securities standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall (except as otherwise required by law) be treated by the Issuer, the Guarantor, if any, and the relevant Security Agent as the holder of such amount of W&C Securities for all purposes (and the expressions "Holder" and "Holder of Securities" and related expressions shall be construed accordingly).

In the case of Swedish Dematerialised Securities, the person for the time being shown in the Euroclear Sweden Register as the holder of a particular amount of W&C Securities shall (except as otherwise required by law) be treated for all purposes by the Issuer, the Guarantor, if any, the Security Agents, Euroclear Sweden and all other persons dealing with such person as the holder thereof and as the person entitled to exercise the rights represented thereby notwithstanding any notice to the contrary (and the expressions "Holder" and "Holder of Securities" and related expressions shall be construed accordingly). The Issuer shall cause such W&C Securities to be accepted by Euroclear Sweden for clearing and registration in the Euroclear Sweden System in accordance with the SFIA Act and Euroclear Sweden Rules. The Issuer shall have the right to obtain extracts from the debt register of Euroclear Sweden.

In the case of Finnish Dematerialised Securities, the person in whose name the Finnish Dematerialised Security is registered in the book-entry account in the Euroclear Finland Register (including a nominee account holder, as the case may be) shall (except as otherwise required by law) be treated for all purposes by the Issuer, the Guarantor, if any, the Security Agents, Euroclear Finland and all other persons dealing with such person as the holder thereof and as the person entitled to exercise the rights represented thereby (and the expressions "Holder" and "Holder of Securities" and related expressions shall be construed accordingly). Where a nominee is so evidenced it shall be treated as the holder of the relevant Finnish Dematerialised Securities. The Issuer shall cause such W&C Securities to be accepted by Euroclear Finland for clearing and registration in the Euroclear Finland System in accordance with Finnish laws, rules, regulations and operating procedures applicable to, and/or issued by Euroclear Finland. Notwithstanding any secrecy obligation, the Issuer shall be entitled to obtain information (including but not limited to information on Holders) from the Euroclear Finland Register maintained by Euroclear Finland as registrar on behalf of the Issuer in accordance with the rules of Euroclear Finland, and Euroclear Finland shall be entitled to provide such information to the Issuer notwithstanding any secrecy obligation. Furthermore, the Issuer shall, subject to regulations of Euroclear Finland and applicable laws, be entitled to acquire from Euroclear Finland a list of the holders of Finnish Dematerialised Securities, provided that it is technically possible for Euroclear

Finland to maintain such a list. The Issuer shall be entitled to pass such information to the Finnish Security Agent or to authorize such agent to acquire such information from Euroclear Finland directly. Except as ordered by a court of competent jurisdiction or as required by law, the Holder of any Finnish Dematerialised Securities shall be deemed to be and may be treated as its absolute owner for all purposes, whether or not it is overdue and regardless of any notice of ownership, trust or an interest in it, any writing on it or its theft or loss and no person shall be liable for so treating the Holder.

In the case of Italian Dematerialised Securities, the person who is for the time being shown in the records of Monte Titoli as the holder of a particular amount of W&C Securities (in which regard any certificate, record or other document issued by Xxxxx Xxxxxx as to the amount of W&C Securities standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall (except as otherwise required by applicable law) be treated for all purposes by the Issuer, the Guarantor, if any, the Italian Security Agent and all other persons dealing with such person as the holder thereof and as the person entitled to exercise the rights represented thereby notwithstanding any notice to the contrary (and the expressions "Holder" and "Holder of Securities" and related expressions shall be construed accordingly, except where Italian law is applicable, in which case "Holder" and "Holder of Securities" will be exclusively deemed to be the beneficial owner of the W&C Securities). The Issuer shall cause Italian Dematerialised Securities to be dematerialised and centralised with Monte Titoli, pursuant to Italian legislative decree no. 58/1998 as amended and integrated by subsequent implementing provisions.

Title to French Law Securities held through Euroclear France will be evidenced in accordance with Article L.211-3 of the French Code Monétaire et Financier by book-entries (inscription en compte). No document of title (including certificats représentatifs pursuant to Article R.211-7 of the French Code Monétaire et Financier) will be issued in respect of such W&C Securities. The French Law Securities held through Euroclear France will, upon issue, be inscribed in the books of Euroclear France which will credit the accounts of the relevant Account Holders.

Title to OET Certificates cleared through Euroclear Netherlands is established by account entry in accordance with the Dutch Act on Giro Transfers of W&C Securities ('Wet giraal effectenverkeer'). No physical document or certificate will be issued in respect of such OET Certificates.

Once issued, OET Certificates that are Euroclear France Securities or Euroclear Netherlands Securities shall be deposited with Euroclear France or Euroclear Netherlands, as the case may be, acting as central depositary and registered in an account in the books of Euroclear France or Euroclear Netherlands, as the case may be, which shall credit the accounts of the Account Holders (including Euroclear and Clearstream, Luxembourg).

However, the Issuer reserves the right, if such option is provided in the Final Terms, to have OET Certificates transferred from Euroclear France or Euroclear Netherlands, as the case may be, at any time (in the case of OET Certificates already issued) to, or to deposit the OET Certificates of a particular issue (in the case of OET Certificates yet to be issued) with, another depositary whose registered office is situated within a European Economic Area country. In the event of a change of depositary, the Issuer shall comply with all laws, regulations and tax rules applicable to the functions of such depositary.

For the purpose of these Conditions, "Account Holder" means any authorised financial intermediary institution entitled to hold accounts, directly or indirectly, on behalf of its customers with Euroclear France or Euroclear Netherlands, and includes the depositary bank for Clearstream, Luxembourg and Euroclear and/or any other relevant Clearing System.

In the case of W&C Securities represented by a Rule 144A Global Security held by a Custodian on behalf of DTC, the Rule 144A Global Security will be registered in the name of Cede & Co., as nominee of DTC, but this does not confer any rights or benefits on Cede & Co. or any other nominee of DTC in whose name a Rule 144A Global Security may be registered. Transfers of such Rule 144A Global Security by such nominee of DTC shall be limited to transfers of such Rule 144A Global Security, in whole but not in part, to another nominee of DTC or to a successor of DTC or such successor's nominee. Rights conferred by the Rule 144A Global Security are only enforceable by the Holders (as defined below) as provided therein. Subject as set forth in Condition 2.4 below, each person who is for the time being shown in the records of DTC as the Holder of a particular number (in the case of Warrants) or amount (in the case of Certificates) of W&C Securities shall (except as otherwise required by law) be treated by the Issuer and the New York Security Agent as the Holder of such number or amount, as the case may be, of W&C Securities for all purposes (and the expressions "Holder of Securities" and related expressions shall be construed accordingly).

In the case of Private Placement Definitive Securities, the Issuer shall cause to be kept at the principal office of the Definitive Security Agent, a register (the "Private Placement Register") on which shall be entered the names and addresses of all holders of Private Placement Definitive Securities, the number or amount, as the case may be, and type of Private Placement Definitive Securities held by them and details of all transfers of Private Placement Definitive Securities. Subject as set forth in Condition 2.4 below, the persons shown in the Private Placement Register (each a "Holder") shall (except as otherwise required by law) be treated as the absolute owners of the relevant Private Placement Definitive Securities for all purposes (regardless of any notice of ownership, trust, or any interest in it, any writing on it, or its theft or loss) and no person will be liable for so treating such person.

2.3 Title to Registered Securities

Provisions relating to title to Registered Warrants are set out in Condition 23. Provisions relating to title to Registered Certificates are set out in Condition 31.

2.4 Transfers of Interests in Clearing System Securities and Private Placement Definitive Securities

Transfers of Warrants may not be effected after the exercise of such Warrants pursuant to Condition 25.

Transfers of Certificates may not be effected after the redemption of such Certificates pursuant to Condition 34.

Subject as set forth in this Condition, all transactions (including permitted transfers of W&C Securities) in the open market or otherwise must be effected, in the case of W&C Securities represented by a Clearing System Global Security held by a Common Depository on behalf of Clearstream, Luxembourg or Euroclear and/or any other relevant Clearing System, Euroclear Netherlands or Euroclear France, through an account at Clearstream, Luxembourg or Euroclear, as the case may be, and/or any other relevant Clearing System, or in the case of Euroclear France Securities or Euroclear Netherlands Securities as the case may be, through Account Holder(s), or in the case of W&C Securities represented by a Rule 144A Global Security held by a Custodian on behalf of DTC, through a direct or indirect participant of DTC, subject to and in accordance with the rules and procedures for the time being of the relevant Clearing System(s). Transfers in respect of Clearing System Securities governed by French Law must be effected through Account Holders(s). Title will pass upon registration of the transfer in the books of the relevant Clearing System.

Any reference herein to Clearstream, Luxembourg and/or Euroclear and/or DTC and/or Monte Titoli and/or any other relevant Clearing System shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system approved by the Issuer and the Principal Security Agent from time to time and notified to the Holders in accordance with Condition 10.

Subject as set forth in this Condition, Private Placement Definitive Securities may be transferred by the then current Holder surrendering its Private Placement Definitive Security for registration of transfer at the specified office of the Definitive Security Agent, duly endorsed by, or accompanied by a written instrument of transfer (in the form satisfactory to BNPP and the Definitive Security Agent), and duly executed by the Holder or its duly authorised agent. Private Placement Definitive Securities may only be issued and transferred in minimum nominal amounts of U.S. $250,000 or more.

(a) Transfers of W&C Securities to a person who takes delivery in the form of W&C Securities represented by a Regulation S Global Security or Rule 144A Global Security may be made only in accordance with the following provisions:

(i) (A) in the case of transfers to a person who takes delivery in the form of W&C Securities represented by a Regulation S Global Security, from a Holder of W&C Securities represented by a Regulation S Global Security, to a non-U.S. person in an offshore transaction pursuant to Regulation S;

(B) in the case of transfers within the Distribution Compliance Period to a person who takes delivery in the form of W&C Securities represented by a Rule 144A Global Security, from a Holder of W&C Securities represented by a Regulation S Global Security, only upon certification (in the form from time to time available from any Security Agent) to the New York Security Agent by the transferor thereof that such transfer is being made to (x) a person whom the transferor reasonably believes is a QIB acquiring such W&C Securities in a transaction meeting the requirements of Rule 144A, in the case of U.S. Securities issued by BNPP or (y) a person whom the transferor reasonably believes is a QIB and a QP, in the case of U.S. Securities issued by BNPP B.V., provided that, after the expiration of the Distribution Compliance Period, such certification requirement will no longer apply;

(C) in the case of transfers to a person who takes delivery in the form of W&C Securities represented by a Regulation S Global Security, from a Holder of Private Placement Definitive Securities, upon certification (in the form from time to time available from any Security Agent) to the Principal Security Agent by the transferor thereof that such transfer is being made to a non-U.S. person in an offshore transaction pursuant to Regulation S;

(D) in the case of transfers to a person who takes delivery in the form of W&C Securities represented by a Rule 144A Global Security, from a Holder of Private Placement Definitive Securities, upon certification (in the form from time to time available from any Security Agent) to the New York Security Agent by the transferor thereof that such transfer is being made to a person whom the transferor reasonably believes is (x) a QIB, in the case of U.S. Securities issued by BNPP or (y) a QIB and a QP, in the case of U.S. Securities issued by BNPP B.V., and, in either case, acquiring such W&C Securities in a transaction meeting the requirements of Rule 144A;

(E) in the case of transfers to a person who takes delivery in the form of W&C Securities represented by a Rule 144A Global Security, from a Holder of W&C Securities represented by a Rule 144A Global Security, in a transaction meeting the requirements of Rule 144A and, in the case of W&C Securities issued by BNPP B.V. in accordance with paragraph (d) below;

(F) in the case of transfers to a person who takes delivery in the form of W&C Securities represented by a Regulation S Global Security, from a Holder of W&C Securities represented by a Rule 144A Global Security, upon certification (in the form from time to time available from any Security Agent) to the Principal Security Agent by the transferor thereof that such transfer is being made to a non-U.S. person in an offshore transaction pursuant to Regulation S; and

(G) in each case, in accordance with any applicable rules and regulations of the Principal Security Agent, the New York Security Agent, the Definitive Security Agent, the relevant Clearing System and/or as specified in the applicable Final Terms.

(ii) The Holder must send:

(A) in the case of transfers of Private Placement Definitive Securities, a free of payment instruction to the Definitive Security Agent, not later than

5.00 p.m., New York City time, at least two Business Days in New York prior to the date on which the transfer is to take effect;

(B) in the case of transfers of W&C Securities represented by a Regulation S Global Security or Rule 144A Global Security held by a Common Depositary on behalf of Clearstream, Luxembourg and Euroclear and/or any other relevant Clearing System, a free of payment instruction to Clearstream, Luxembourg or Euroclear and/or any other relevant Clearing System, as the case may be, not later than 10.00 a.m. local time in the city of the relevant Clearing System, one Business Day in the city of the relevant Clearing System prior to the date on which the transfer is to take effect; and

(C) in the case of transfers of W&C Securities represented by a Rule 144A Global Security held by a Custodian on behalf of DTC, a free of payment instruction to DTC, not later than 5.00 p.m. New York City time, at least two Business Days in New York prior to the date on which the transfer is to take effect.

Separate payment arrangements are required to be made between the transferor and the transferee.

(iii) On the transfer date:

(A) (I) in the case of transfers of W&C Securities represented by a Regulation S Global Security or a Rule 144A Global Security, the relevant Clearing System will debit the account of its participant and (II) in the case of transfers of Private Placement Definitive Securities, the Holder must deliver the Private Placement Definitive Securities the subject of the transfer to the

Definitive Security Agent and instruct the Definitive Security Agent to cancel the transferred Private Placement Definitive Securities; and

(B) the relevant Clearing System or the Holder, as the case may be, will instruct

(I) in the case of transfers to a person who takes delivery in the form of W&C Securities represented by a Regulation S Global Security or a Rule 144A Global Security held by a Common Depositary on behalf of Clearstream, Luxembourg and Euroclear and/or any other relevant Clearing System, the Principal Security Agent to instruct Clearstream, Luxembourg and Euroclear and/or any other relevant Clearing System, as the case may be, to credit the relevant account of the relevant Clearing System participant, and (II) in the case of transfers to a person who takes delivery in the form of W&C Securities represented by a Rule 144A Global Security held by a Custodian on behalf of DTC, (a) the New York Security Agent (in the case of transfers of W&C Securities represented by a Rule 144A Global Security held by a Custodian on behalf of DTC) to credit the relevant account of the DTC participant, (b) the Definitive Security Agent (in the case of transfers of Private Placement Definitive Securities) to credit the relevant account of the DTC participant, or (c) the Principal Security Agent (in the case of transfers of W&C Securities represented by a Regulation S Global Security or a Rule 144A Global Security held by a Common Depositary on behalf of Clearstream, Luxembourg and Euroclear and/or any other relevant Clearing System) to instruct DTC to credit the relevant account of the relevant Clearing System at DTC and thereafter DTC will debit such account of the relevant Clearing System, and will credit the relevant account of the DTC participant.

(iv) Upon any such transfers, on the transfer date:

(A) the Principal Security Agent, in the case of transfers to and/or from a person who takes delivery in the form of W&C Securities represented by a Regulation S Global Security or a Rule 144A Global Security held by a Common Depositary on behalf of Clearstream, Luxembourg and Euroclear and/or any other relevant Clearing System, will increase or decrease, if appropriate, the number of W&C Securities represented by such Regulation S Global Security or Rule 144A Global Security, whereupon the number of W&C Securities represented by such Regulation S Global Security or Rule 144A Global Security, as the case may be, shall be increased or decreased, if appropriate, for all purposes by the number so transferred and endorsed; or

(B) the New York Security Agent, in the case of transfers to and/or from a person who takes delivery in the form of W&C Securities represented by a Rule 144A Global Security held by a Custodian on behalf of DTC, will increase or decrease, if appropriate, the number of W&C Securities represented by such Rule 144A Global Security, whereupon the number of W&C Securities represented by such Rule 144A Global Security shall be increased or decreased, if appropriate, for all purposes by the number so transferred and endorsed.

(b) Transfers of W&C Securities to a person who takes delivery in the form of Private Placement Definitive Securities may be made only in accordance with the following provisions:

(i) (A) in the case of transfers from a Holder of Private Placement Definitive Securities, upon (I) delivery of a duly executed investor representation letter from the relevant transferee in accordance with paragraph (c) below and

(II) certification (in the form from time to time available from any Security Agent) to the Definitive Security Agent by the transferor thereof that such transfer is being made to (x) a person whom the transferor reasonably believes is an AI acquiring such W&C Securities in a transaction exempt from the registration requirements of the Securities Act, in the case of U.S. Securities issued by BNPP or (y) a person whom the transferor reasonably believes is a QIB and a QP in a transaction meeting the requirements of Rule 144A, in the case of U.S. Securities issued by BNPP B.V.;

(B) in the case of transfers from a Holder of W&C Securities represented by a Rule 144A Global Security, upon (I) delivery of a duly executed investor representation letter from the relevant transferee in accordance with paragraph (c) below and (II) certification (in the form from time to time available from any Security Agent) to the Definitive Security Agent by the transferor thereof that such transfer is being made to (x) a person whom the transferor reasonably believes is an AI acquiring such W&C Securities in a transaction exempt from the registration requirements of the Securities Act, in the case of U.S. Securities issued by BNPP or (y) a person whom the transferor reasonably believes is a QIB and a QP in a transaction meeting the requirements of Rule 144A, in the case of U.S. Securities issued by BNPP B.V.;

(C) in the case of transfers from a Holder of W&C Securities represented by a Regulation S Global Security, upon (I) delivery of a duly executed investor representation letter from the relevant transferee in accordance with paragraph (c) below and (II) within the Distribution Compliance Period only, certification (in the form from time to time available from any Security Agent) to the Definitive Security Agent by the transferor thereof that such transfer is being made to (x) a person whom the transferor reasonably believes is an AI acquiring such W&C Securities in a transaction exempt from the registration requirements of the Securities Act, in the case of U.S. Securities issued by BNPP or (y) a person whom the transferor reasonably believes is a QIB and a QP in a transaction meeting the requirements of Rule 144A, in the case of U.S. Securities issued by BNPP B.V.; and

(D) in each case, in accordance with any applicable securities laws of any state of the United States and any applicable rules and regulations of the New York Security Agent, the Definitive Security Agent, the relevant Clearing System and/or as specified in the applicable Final Terms.

(ii) The Holder must send:

(A) in the case of transfers of Private Placement Definitive Securities, a free of payment instruction to the Definitive Security Agent not later than 5.00 p.m.

New York City time, at least two Business Days in New York prior to the date on which the transfer is to take effect;

(B) in the case of transfers of W&C Securities represented by a Regulation S Global Security or a Rule 144A Global Security held by a Common Depositary on behalf of Clearstream, Luxembourg and Euroclear and/or any other relevant Clearing System, a free of payment instruction to Clearstream, Luxembourg or Euroclear and/or any other relevant Clearing System, as the case may be, not later than 10.00 a.m. local time in the city of the relevant Clearing System, one Business Day in the city of the relevant Clearing System prior to the date on which the transfer is to take effect; and

Separate payment arrangements are required to be made between the transferor and the transferee.

(iii) On the transfer date:

(A) in the case of transfers of W&C Securities represented by a Clearing System Global Security, the relevant Clearing System will debit the account of its participant and, in the case of transfers of Private Placement Definitive Securities, the Holder must deliver the Private Placement Definitive Securities the subject of the transfer to the Definitive Security Agent and instruct the Definitive Security Agent to cancel the transferred Private Placement Definitive Securities; and

(B) the relevant Clearing System or the Holder, as the case may be, will instruct the Definitive Security Agent to deliver or procure the delivery of new Private Placement Definitive Securities, of a like number to the number of W&C Securities transferred, to the transferee at its specified office or send such new Private Placement Definitive Securities, by uninsured mail, at the risk of the transferee, to such address as the transferee may request.

(iv) Upon any such transfer, on the transfer date:

(A) the Principal Security Agent will, in the case of transfers of W&C Securities represented by a Regulation S Global Security or Rule 144A Global Security held by a Common Depositary on behalf of Clearstream, Luxembourg and Euroclear and/or any other relevant Clearing System, decrease the number of W&C Securities represented by such Regulation S Global Security or Rule 144A Global Security, if appropriate, whereupon the number of W&C Securities represented by such Regulation S Global Security or Rule 144A Global Security shall, if appropriate, be reduced for all purposes by the number so transferred or exchanged and endorsed; or

(B) the New York Security Agent will, in the case of transfers of W&C Securities represented by a Rule 144A Global Security held by a Custodian

on behalf of DTC, decrease the number of W&C Securities represented by such Rule 144A Global Security, if appropriate, whereupon the number of W&C Securities represented by such Rule 144A Global Security shall, if appropriate, be decreased for all purposes by the number so transferred and endorsed.

(c) In the case of transfers of W&C Securities to a person who takes delivery in the form of a Private Placement Definitive Security, the delivery of a duly executed investor representation letter in the form set out in the Agency Agreement (an "Investor Representation Letter") from the relevant transferee to the Definitive Security Agent is a condition precedent to the transfer of such Private Placement Definitive Security or any beneficial interests therein. The Investor Representation Letter must be duly executed by such proposed transferee or such proposed transferee's attorney duly authorised in writing, at least three Business Days in New York prior to the date the transfer of such Private Placement Definitive Security is desired. Any attempted transfer in which the Investor Representation Letter and the proposed transfer was not effected in accordance with the foregoing procedures shall not be valid or binding on the Issuer.

If (i) the Principal Security Agent (in relation to Regulation S Global Securities or Rule 144A Global Securities held by a Common Depositary on behalf of Clearstream, Luxembourg and Euroclear and/or any other relevant Clearing System) or (ii) the New York Security Agent (in relation to Rule 144A Global Securities held by a Custodian on behalf of DTC) or (iii) the Definitive Security Agent (in relation to Private Placement Definitive Securities) subsequently determines or is subsequently notified by the Issuer that (A) a transfer or attempted or purported transfer of any interest in a Private Placement Definitive Security was consummated in compliance with the provisions of this paragraph on the basis of an incorrect form or certification from the transferee or purported transferee as set forth in the relevant Investor Representation Letter, or (B) the Holder of any interest in any W&C Security was in breach, at the time given, of any representation or agreement given by such Holder (including, but not limited to, in the case of Private Placement Definitive Securities, any such representation or agreement set forth in the relevant Investor Representation Letter) or (iii) a transfer or attempted transfer of any interest in any W&C Security was consummated that did not comply with the transfer restrictions set forth in this Condition 2.4, the purported transfer shall be absolutely null and void ab initio and shall vest no rights in the purported transferee (such purported transferee, a "Disqualified Transferee") and the last preceding Holder of such interest that was not a Disqualified Transferee shall be restored to all rights as a Holder thereof retroactively to the date of transfer of such interest by such Holder.

(d) In the case of transfers of W&C Securities to a person who takes delivery in the form of W&C Securities represented by a Rule 144A Global Security issued by BNPP or BNPP B.V. the transferor shall have agreed in an Investor Representation Letter to certain restrictions on transfer and, the transfer shall be subject to the delivery of a duly executed Investor Representation Letter from the relevant transferee to BNPP or BNPP B.V. as applicable. Any attempted transfer that is not in accordance with the procedures set forth in the transferor's Investor Representation Letter and with any procedures set forth in any applicable U.S. wrapper to the Base Prospectus shall not be valid or binding on BNPP or BNPP B.V..

2.5 Transfer of Registered Securities

Provisions relating to the transfer of Registered Warrants are set out in Condition 23.

Provisions relating to the transfer of Registered Certificates are set out in Condition 31.

2.6 Transfer of Swedish Dematerialised Securities

Title to Swedish Dematerialised Securities will pass upon entry in the Euroclear Sweden Register (or, if applicable, notice to a nominee under the terms of the SFIA Act) in accordance with the SFIA Act.

2.7 Transfer of Finnish Dematerialised Securities

Title to Finnish Dematerialised Securities shall pass by transfer from a Holder’s book-entry account to another person’s, whether a legal person or an individual, book-entry account within Euroclear Finland (except where the Finnish Dematerialised Securities are nominee-registered and are transferred from one account to another account with the same nominee). Finnish Dematerialised Securities will be transferable only in accordance with the legislation, rules and regulations applicable to, and/or issued by, Euroclear Finland.

2.8 Transfer of Italian Dematerialised Securities

Title to Italian Dematerialised Securities will pass upon registration of the transfer in the records of Monte Titoli.

3. STATUS OF THE W&C SECURITIES AND GUARANTEE

Where the Issuer is BNPP B.V. or BNPP the W&C Securities are unsubordinated and unsecured obligations of the relevant Issuer and rank pari passu among themselves.

Where the W&C Securities are issued by BP2F the W&C Securities constitute direct, unconditional, unsubordinated and unsecured and general obligations of the Issuer and rank pari passu (subject to mandatorily preferred debts under applicable laws) without any preference among themselves and at least equally and rateably with all other present and future outstanding unsecured and unsubordinated obligations, including guarantees and other obligations of a similar nature of the Issuer.

Where the W&C Securities are issued by BGL the W&C Securities and constitute direct, unconditional, unsecured and unsubordinated obligations of the Issuer and shall at all times rank pari passu and without any preference among themselves. The payment obligations of the Issuer under the W&C Securities relating to them shall, save for such exceptions as may be provided by applicable legislation, at all times rank at least equally with all other unsecured and unsubordinated indebtedness of the Issuer present and future (other than indebtedness or monetary obligations preferred by mandatory provisions of law).

Where the Issuer is BNPP B.V., the Guarantee is an unsubordinated and unsecured obligation of BNPP and will rank pari passu with all its other present and future unsubordinated and unsecured obligations subject to such exceptions as may from time to time be mandatory under French law.

Where the Issuer is BP2F, the BNPPF W&C Securities Guarantee constitutes direct, unconditional, irrevocable, unsubordinated and unsecured obligations of BNPPF and ranks pari passu (subject to mandatorily preferred debts under applicable laws) equally and rateably with all other present and future outstanding unsecured and unsubordinated obligations of BNPPF.

4. GUARANTEE

Where the Issuer is BNPP B.V. or BP2F, subject as provided below and in the relevant Guarantee, the relevant Guarantor has unconditionally and irrevocably (a) guaranteed to each Holder all obligations of

the Issuer in respect of such Xxxxxx'x W&C Securities as and when such obligations become due and

(b) agreed that if and each time that the Issuer fails to satisfy any obligations under such W&C Securities as and when such obligations become due, the relevant Guarantor will after a demand has been made on the relevant Guarantor pursuant thereto (without requiring the relevant Holder first to take steps against the Issuer or any other person) make or cause to be made such payment or satisfy or cause to be satisfied such obligations as though the relevant Guarantor were the principal obligor in respect of such obligations provided that (i) in the case of Physical Delivery Certificates and, in the case of Physical Delivery Warrants that are Call Warrants, notwithstanding that the Issuer had the right to vary settlement in respect of such Physical Delivery Securities in accordance with Condition 5.3 and exercised such right or failed to exercise such right, the relevant Guarantor will have the right at its sole and unfettered discretion to elect not to deliver or procure delivery of the Entitlement to the Holders of such Physical Delivery Securities, but in lieu thereof, to make payment in respect of each such Physical Delivery Security of an amount determined by the relevant Guarantor in its sole and absolute discretion equal to the Cash Settlement Amount that would have been payable upon exercise (in the case of Warrants) or redemption (in the case of Certificates) of such W&C Securities assuming they were Cash Settled Securities calculated pursuant to the terms of the relevant Final Terms, or in the case of lack of liquidity of the underlying, the fair market value of such W&C Security less the costs of unwinding any underlying related hedging arrangements (the "Guaranteed Cash Settlement Amount") and (ii) in the case of W&C Securities where the obligations of the Issuer which fail to be satisfied constitute the delivery of the Entitlement to the Holders, the Guarantor will as soon as practicable following the failure by the Issuer to satisfy its obligations under such W&C Securities deliver or procure delivery of such Entitlement using the method of delivery specified in the applicable Final Terms provided that, if in the opinion of the relevant Guarantor, delivery of the Entitlement using such method is not practicable by reason of (A) a Settlement Disruption Event (as defined in Condition 5.1) or (B) if "Failure to Deliver due to Illiquidity" is specified as applying in the applicable Final Terms, a Failure to Deliver due to Illiquidity (as defined in Condition 15.1), in lieu of such delivery the relevant Guarantor will make payment in respect of each such W&C Security of, in the case of (A) above, the Guaranteed Cash Settlement Amount or, in the case of (B) above, the Failure to Deliver Settlement Price (as defined in Condition 15.2). Any payment of the Guaranteed Cash Settlement Amount or the Failure to Deliver Settlement Price, as the case may be, in respect of a W&C Security shall constitute a complete discharge of the relevant Guarantor's obligations in respect of such W&C Security. Payment of the Guaranteed Cash Settlement Amount as the Failure to Deliver Settlement Price, as the case may be, will be made in such manner as shall be notified to the Holders in accordance with Condition 10.

5. GENERAL PROVISIONS RELATING TO PHYSICAL SETTLEMENT IN RESPECT OF W&C SECURITIES

5.1 Settlement Disruption

If, in the opinion of the Calculation Agent, delivery of the Entitlement using the method of delivery specified in the applicable Final Terms or such commercially reasonable manner as the Calculation Agent has determined is not practicable by reason of a Settlement Disruption Event (as defined below) having occurred and continuing on any Settlement Date (in the case of Warrants) or Delivery Date (in the case of Certificates), then such Settlement Date or Delivery Date, as the case may be, for such W&C Securities shall be postponed to the first following Settlement Business Day in respect of which there is no such Settlement Disruption Event, provided that the Issuer may elect in its sole discretion to satisfy its obligations in respect of the relevant W&C Security or in the case of Warrants, if applicable, Unit, as the case may be, by delivering the Entitlement using such other commercially reasonable manner as it may select and in such event the Settlement Date or Delivery Date, as the case may be, shall be such day as the Issuer deems appropriate in connection with delivery of the Entitlement in such

other commercially reasonable manner. For the avoidance of doubt, where a Settlement Disruption Event affects some but not all of the Relevant Assets comprising the Entitlement, the Settlement Date or Delivery Date, as the case may be, for the Relevant Assets not affected by the Settlement Disruption Event will be the originally designated Settlement Date or Delivery Date, as the case may be.

In the case of Warrants, in the event that a Settlement Disruption Event will result in the delivery on a Settlement Date of some but not all of the Relevant Assets comprising the Entitlement, the Calculation Agent shall determine in its discretion the appropriate pro rata portion of the Exercise Price to be paid by the relevant Holder in respect of that partial settlement.

For so long as delivery of the Entitlement is not practicable by reason of a Settlement Disruption Event, then in lieu of physical settlement and notwithstanding any other provision hereof, except in the case of

U.S. Securities (in which case another price or prices will be specified in the applicable Final Terms), the Issuer may elect in its sole discretion to satisfy its obligations in respect of the relevant W&C Security or in the case of Warrants, if applicable, Unit, as the case may be, by payment to the relevant Holder of the Disruption Cash Settlement Price (as defined below) on the fifth Business Day following the date that notice of such election is given to the Holders in accordance with Condition 10. Payment of the Disruption Cash Settlement Price will be made in such manner as shall be notified to the Holders in accordance with Condition 10. The Calculation Agent shall give notice as soon as practicable to the Holders in accordance with Condition 10 that a Settlement Disruption Event has occurred. No Holder shall be entitled to any payment in respect of the relevant W&C Security or in the case of Warrants, if applicable, Unit, as the case may be, in the event of any delay in the delivery of the Entitlement due to the occurrence of a Settlement Disruption Event and no liability in respect thereof shall attach to the Issuer or the Guarantor (if any).

For the purposes hereof:

"Disruption Cash Settlement Price" means, in respect of any relevant W&C Security or in the case of Warrants, if applicable, Unit, as the case may be, the fair market value of such W&C Security or in the case of Warrants, if applicable, Unit, as the case may be (disregarding, where the Settlement Disruption Event affected some but not all of the Relevant Assets comprising the Entitlement and such non- affected Relevant Assets have been duly delivered as provided above, the value of such non-affected Relevant Assets), less the cost to the Issuer and/or its Affiliates of unwinding any underlying related hedging arrangements all as determined by the Issuer in its sole and absolute discretion, plus in the case of Warrants, if applicable and if already paid, the Exercise Price (or, where as provided above some Relevant Assets have been delivered, and a pro rata portion thereof has been paid, such pro rata portion);

"Settlement Business Day" has the meaning specified in the applicable Final Terms; and

"Settlement Disruption Event" means, in the opinion of the Calculation Agent or, if the proviso to Condition 4 applies, the relevant Guarantor, an event beyond the control of the Issuer or, if the proviso to Condition 4 applies, the relevant Guarantor as a result of which the Issuer or the relevant Guarantor, as the case may be, cannot make delivery of the Relevant Asset(s) using the method specified in the applicable Final Terms.

5.2 Failure to Deliver due to Illiquidity

"Failure to Deliver due to Illiquidity", if specified as applying in the applicable Final Terms, will be an Optional Additional Disruption Event, as described in Condition 15.1 below.

5.3 Variation of Settlement

(a) If the applicable Final Terms indicate that the Issuer has an option to vary settlement in respect of the W&C Securities (which, unless otherwise specified, will not apply to U.S. Securities), and subject in the case of Warrants to a valid exercise of the Warrants in accordance with these Conditions, the Issuer may at its sole and absolute discretion in respect of each such W&C Security or in the case of Warrants, if applicable, Unit, elect not to pay the relevant Holders the Cash Settlement Amount or to deliver or procure delivery of the Entitlement to the relevant Holders, as the case may be, but, in lieu thereof to deliver or procure delivery of the Entitlement or make payment of the Cash Settlement Amount on the Settlement Date (in the case of Warrants) or Redemption Date (in the case of Certificates) to the relevant Holders, as the case may be. Notification of such election will be given to Holders in accordance with Condition 10.

(b) If specified in the applicable Final Terms, and subject in the case of Warrants to a valid exercise of Warrants in accordance with these Conditions, the Issuer shall, in respect of each such W&C Security or in the case of Warrants, if applicable, each Unit, in lieu of delivering or procuring the delivery of the Entitlement to the relevant Holders, make payment of the Cash Settlement Amount on the Settlement Date (in the case of Warrants) or Redemption Date (in the case of Certificates) to the relevant Holders.

5.4 Issuer's Option to Substitute Assets or to pay the Alternate Cash Amount

Following a valid exercise or redemption, as the case may be, of W&C Securities in accordance with these Conditions, the Issuer may, in its sole and absolute discretion in respect of such W&C Securities, if the Calculation Agent determines (in its sole and absolute discretion) that the Relevant Asset or Relevant Assets, as the case may be, comprise(s) shares or interests in ETIs which are not freely tradable, elect either (a) to substitute for the Relevant Asset or the Relevant Assets, as the case may be, an equivalent value (as determined by the Calculation Agent in its sole and absolute discretion) of such other shares or interests in ETIs which the Calculation Agent determines, in its sole and absolute discretion, are freely tradable (the "Substitute Asset" or the "Substitute Assets", as the case may be) or (b) not to deliver or procure the delivery of the Entitlement or the Substitute Asset or Substitute Assets, as the case may be, to the relevant Holders, but in lieu thereof to make payment to the relevant Holders on the Settlement Date of an amount equal to the fair market value of the Entitlement on the Valuation Date as determined by the Calculation Agent in its sole and absolute discretion by reference to such sources as it considers appropriate (the "Alternate Cash Amount"). Notification of any such election will be given to Holders in accordance with Condition 10.

For the purposes hereof, a "freely tradable" share or interest in an ETI shall mean (i) with respect to the United States, a share or interest in an ETI, as the case may be, which is registered under the Securities Act or not restricted under the Securities Act and which is not purchased from the issuer of such share or interest in an ETI, as the case may be, and not purchased from an Affiliate of the issuer of such share or interest in an ETI, as the case may be, or which otherwise meets the requirements of a freely tradable share or interest in an ETI, as the case may be, for purposes of the Securities Act, in each case, as determined by the Calculation Agent in its sole and absolute discretion or (ii) with respect to any other jurisdiction, a share or interest in an ETI, as the case may be, not subject to any legal restrictions on transfer in such jurisdiction.

5.5 Commodity Securities shall not be Physical Delivery Securities.

6. GENERAL

None of the Issuers, the Guarantor (if applicable), the Calculation Agent and any Security Agent shall have any responsibility for any errors or omissions in the calculation of any Cash Settlement Amount or of any Entitlement.

The purchase of W&C Securities does not confer on any Holder of such W&C Securities any rights (whether in respect of voting, distributions or otherwise) attaching to any Relevant Asset.

7. ILLEGALITY AND FORCE MAJEURE

7.1 Illegality

If the Issuer determines that the performance of its obligations under the W&C Securities has become illegal in whole or in part for any reason, the Issuer may, in the case of Warrants, cancel, or in the case of Certificates, redeem all but not some only of the W&C Securities by giving notice to Holders in accordance with Condition 10.

If the Issuer cancels or redeems, as the case may be, the W&C Securities then the Issuer will, if and to the extent permitted by applicable law, and except as may be limited in the case of U.S. Securities, pay an amount to each Holder in respect of each W&C Security, or in the case of Warrants, if Units are specified as applicable in the applicable Final Terms, each Unit, as the case may be, held by such Holder, which amount shall be equal to the fair market value of a W&C Security or Unit, as the case may be, notwithstanding such illegality less the cost to the Issuer and/or its Affiliates of unwinding any underlying related hedging arrangements plus, in the case of Warrants, if applicable and if already paid by or on behalf of the Holder, the Exercise Price, all as determined by the Calculation Agent in its sole and absolute discretion. Payment will be made in such manner as shall be notified to the Holders in accordance with Condition 10.

Should any one or more of the provisions contained in these Terms and Conditions be or become invalid, the validity of the remaining provisions shall not in any way be affected thereby.

7.2 Force Majeure

If the Issuer determines that by reason of force majeure or act of state occurring after the Trade Date it becomes impossible or impracticable to perform in whole or in part its obligations under the W&C Securities and/or any related hedging arrangements, the Issuer may, in the case of Warrants, cancel, or in the case of Certificates, redeem the W&C Securities by giving notice to Holders in accordance with Condition 10.

If the Issuer cancels or redeems, as the case may be, the W&C Securities then the Issuer will, if and to the extent possible or practicable, pay an amount (if any) to each Holder in respect of each W&C Security, or in the case of Warrants, if Units are specified as applicable in the applicable Final Terms, each Unit, as the case may be, held by such Holder, which amount shall be equal to the fair market value (if any) of a W&C Security or Unit, as the case may be, taking into account such force majeure or act of state less the cost to the Issuer and/or its Affiliates of unwinding any underlying related hedging arrangements plus, in the case of Warrants, if applicable and if already paid by or on behalf of the Holder, the Exercise Price, all as determined by the Calculation Agent in its sole and absolute discretion. Any payment will be made in such manner as shall be notified to the Holders in accordance with Condition 10.

8. PURCHASES

8.1 Purchase and cancellation by BNPP B.V. and BP2F in respect of any W&C Securities and by BNPP in respect of Warrants

The Issuer may, but is not obliged to, at any time purchase W&C Securities at any price in the open market or by tender or private treaty. In the case of BNPP B.V., BP2F or BGL, any W&C Securities or, in the case of BNPP, any Warrants so purchased may be held or resold or surrendered for cancellation, provided however, that W&C Securities so purchased may only be resold pursuant to an exemption from the registration requirements of the Securities Act provided by Rule 144A, Regulation S or otherwise thereunder.

8.2 Purchase by BNPP in respect of Certificates

The Issuer may, but is not obliged to, at any time purchase Certificates at any price in the open market or by tender or private treaty.

Certificates so purchased by the Issuer may be held or resold in accordance with applicable laws and regulations for the purpose of enhancing the liquidity of the Certificates, or cancelled.

8.3 Cancellation by BNPP in respect of Certificates

All Certificates which are purchased for cancellation by the Issuer will forthwith be cancelled and accordingly may not be re-issued or resold.

9. SECURITY AGENTS, REGISTRAR, DETERMINATIONS, MEETINGS PROVISIONS AND MODIFICATIONS

9.1 Security Agents and Registrar

The specified offices of each of the Security Agents and the Registrar are as set out at the end of these Terms and Conditions.

Each of the Issuer and the Guarantor, if any, reserves the right at any time to vary or terminate the appointment of any Security Agent or the Registrar and to appoint further or additional Security Agents or a further or additional Registrar, provided that no termination of appointment of the Security Agent or the Registrar, as the case may be, shall become effective until a replacement Security Agent or a replacement Registrar, as the case may be, shall have been appointed and provided that, so long as any of the W&C Securities are listed on a stock exchange or are admitted to trading by another relevant authority, there shall be a Security Agent having a specified office in each location required by the rules and regulations of the relevant stock exchange or other relevant authority and, if the W&C Securities are Registered Securities, there shall be a Registrar. So long as any of the W&C Securities are Private Placement Definitive Securities, there shall be a Definitive Security Agent, and so long as any of the W&C Securities are represented by a Rule 144A Global Security held by a Custodian on behalf of DTC, there shall be a New York Security Agent. Notice of any termination of appointment and of any changes in the specified office of any of the Security Agents or the Registrar will be given to Holders in accordance with Condition 10. In acting under the Agency Agreement, the Security Agent and the Registrar act solely as agents of the Issuer and the Guarantor, if any, and do not assume any obligation or duty to, or any relationship of agency or trust for or with, the Holders and any determinations and calculations made in respect of the W&C Securities by the Security Agent or the Registrar shall (save in the case of manifest error) be final, conclusive and binding on the Issuer, the Guarantor, if any, and the respective Holders.

In the case of Swedish Dematerialised Securities the relevant Issuer is entitled to vary or terminate the appointment of the Swedish Security Agent, provided that it appoints another Swedish Security Agent that is duly authorised under the SFIA Act as an account operator.

In the case of Finnish Dematerialised Securities the relevant Issuer is entitled to vary or terminate the appointment of the Finnish Security Agent, provided that it appoints another Finnish Security Agent, that is duly authorised under the Finnish Act on the Book-Entry System and Clearing (Fin. laki arvo- osuusjärjestelmästä ja selvitystoiminnasta (749/2012)) as an account operator.

9.2 Calculation Agent

In relation to each issue of W&C Securities, the Calculation Agent (whether it be BNP Paribas, BNP Paribas Arbitrage S.N.C. or another entity) acts solely as agent of the Issuer and the Guarantor, if any, and does not assume any obligation or duty to, or any relationship of agency or trust for or with, the Holders. All calculations and determinations made in respect of the W&C Securities by the Calculation Agent shall (save in the case of manifest error) be final, conclusive and binding on the Issuer, the Guarantor, if any, and the Holders. Because the Calculation Agent may be an Affiliate of the Issuer, potential conflicts of interest may exist between the Calculation Agent and the Holders, including with respect to certain determinations and judgments that the Calculation Agent must make.

The Calculation Agent may, with the consent of the Issuer, delegate any of its obligations and functions to a third party as it deems appropriate.

9.3 Determinations by the Issuer and the Guarantor

Any determination made by the Issuer or the Guarantor, if any, pursuant to these Terms and Conditions shall (save in the case of manifest error) be final, conclusive and binding on the Issuer, the Guarantor, if any, and the Holders.

9.4 Meetings of Holders

(a) English Law Securities

The Agency Agreement contains provisions for convening meetings of the Holders of English Law Securities to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution (as defined in the Agency Agreement) of a modification of the Terms and Conditions or the Agency Agreement. At least 21 days' notice (exclusive of the day on which the notice is given and of the day on which the meeting is held) specifying the date, time and place of the meeting shall be given to Holders. Such a meeting may be convened by the Issuer, the Guarantor, if any, or Holders holding not less than 5 per cent. (by number) of the W&C Securities for the time being, in the case of Warrants, remaining unexercised or, in the case of Certificates, outstanding. The quorum at a meeting of the Holders (except for the purpose of passing an Extraordinary Resolution) will be two or more persons holding or representing not less than 20 per cent. (by number) of W&C Securities, in the case of Warrants, for the time being remaining unexercised or, in the case of Certificates, outstanding, or at any adjourned meeting two or more persons being or representing Holders whatever the number of English Law Securities so held or represented. The quorum at a meeting of Holders for the purpose of passing an Extraordinary Resolution will be two or more persons holding or representing not less than 50 per cent. (by number) of the W&C Securities, in the case of Warrants, for the time being remaining unexercised or, in the case of Certificates, outstanding, or at any adjourned meeting two or more persons being holding or representing not less than 10 per cent. (by number) of the W&C Securities for the time being remaining unexercised or outstanding, as the case may be. A resolution will be an Extraordinary Resolution when it has been passed at a duly convened meeting by not less than three

fourths of the votes cast by Holders at such meeting who, being entitled to do so, vote in person or by proxy. An Extraordinary Resolution passed at any meeting of the Holders shall be binding on all the Holders, whether or not they are present at the meeting, except, in the case of Warrants, for those Warrants remaining unexercised but for which an Exercise Notice shall have been received as described in Condition 25 prior to the date of the meeting. Warrants which have not been exercised but in respect of which an Exercise Notice has been received as described in Condition 25 will not confer the right to attend or vote at, or join in convening, or be counted in the quorum for, any meeting of the Holders. Resolutions can be passed in writing if passed unanimously.

(b) French Law Securities

If the relevant Final Terms specify that Holders will be grouped automatically for the defence of their common interests constituting a separate legal body called masse (the Masse), the Masse will be governed by the provisions of Articles L.228-46 et seq of the French Code de commerce subject to the provisions of sub-paragraph (i) below.

If the relevant Final Terms specify that Holders shall not be grouped in a Masse, a general meeting of Holders (the General Meeting) may be convened to consider some matters relating to any series of French Law Securities as provided hereunder in sub-paragraphs (ii) to (v) below.

(i) Representation

If the provisions of the Masse are specified as applicable in the applicable Final Terms, the below provisions will apply:

The names and addresses of the initial Representative of the Masse and its alternate will be set out in the relevant Final Terms. The Representative appointed in respect of the first tranche of any series of French Law Securities will be the representative of the single Masse of all Tranches in such Series.

The Representative will be entitled to such remuneration in connection with its functions or duties as set out in the relevant Final Terms.

In the event of death, retirement or revocation of appointment of the Representative, such Representative will be replaced by another Representative. In the event of the death, retirement or revocation of appointment of the alternate Representative, an alternate will be elected by the general meeting of the Holders.

The place where a general meeting shall be held will be set out in the notice convening such general meeting.

If the provisions of the Masse are specified as applicable in the applicable Final Terms, Holders shall not be represented by any representative of such body.

(ii) Powers of the General Meetings

The General Meeting is empowered to deliberate on any proposal relating to any matter affecting the interests of the Holders of the French Law Securities and their rights, actions and benefits which now or in the future may accrue with respect to the French Law Securities, including the:

(A) power to agree to any modification of the French Law Securities including but not limited to, a modification of the Exercise Price (in the case of

Warrants), Exercise Period (in the case of Warrants), Cash Settlement Amount, Entitlement, Expiration Date (in the case of Warrants), Redemption Date (in the case of Certificates), Settlement Date or more generally the modification of any term which can affect the amount to be paid under a French Law Security or the scheduled payment date, which is proposed by the Issuer;

(B) power to give any authority or approval which under the provisions of this Condition 9.4(b) is required to be given by a resolution of the General Meeting;

(C) power to appoint any persons (whether Holders or not) to a committee or committees to confer upon any such committee or committees any powers or discretions which the Holders could themselves exercise by a resolution of the General Meeting; and

(D) power to approve any contractual compromise or arrangement proposed to be made between the Issuer and the relevant Holders in respect of the rights of the Holders against the Issuer or against any of its property.

It is specified, however, that a General Meeting may not:

I. appoint any person as the representative of the Holders of any series for all actions intended to defend the common interests of the Holders, and particularly to bring any court or arbitration action or proceedings, against the Issuer or any Agent; and

II. agree on (a) any modification of the majority required to pass a resolution of the General Meeting, (b) any proposal relating to a change in the Issuer's corporate purpose or status, (c) any proposal for a settlement or a transaction concerning disputed rights or rights in respect of which court decisions have been handed down, or (d) proposals to merge or demerge the Issuer.

Any resolution passed at a General Meeting of the Holders of a series of French Law Securities, duly convened and held in accordance with the provisions of this Condition, shall be binding upon all the Holders of such series of French Law Securities whether present or not present at the meeting and whether or not voting and each of them shall be bound to give effect to the resolution accordingly and the passing of any resolution shall be conclusive evidence that the circumstances justify its passing.

General Meetings may deliberate validly on first convocation only if Holders present or represented hold at least a fifth of the French Law Securities then, in the case of Warrants, remaining unexercised or, in the case of Certificates, outstanding. On second convocation, no quorum shall be required. Decisions at meetings shall be taken by a two-third majority of votes cast by Holders attending such General Meetings or represented thereat.

Decisions of General Meetings must be published in accordance with the provisions set forth in Condition 10 by the Issuer within 14 calendar days of the result being known provided that non-publication shall not invalidate the resolution.

(iii) Convening and holding of the General Meeting

The General Meeting shall be convened by an authorised representative of the Issuer or by the liquidators or natural or physical persons performing equivalent functions during any possible winding-up or equivalent insolvency period and held, all with the same formal and deadline conditions as the shareholders' meetings of the Issuer including the provisions of Articles R. 225-66, R. 225-95, R. 225-101, R. 225-106 and R. 225-107 but excluding the provisions of Articles R. 225-72 to R. 225-74 of the French Code de commerce.

Any meeting unduly convened may be cancelled. However, the action to cancel this shall not be admissible when all the Holders of the relevant series are present or represented.

The day, time and place of the meeting and agenda of a meeting are determined at its discretion by the person convening it. However, one or more Holders holding at least one thirtieth of the relevant series of French Law Securities then, in the case of Warrants, remaining unexercised or, in the case of Certificates, outstanding are entitled to require that draft resolutions be placed on the agenda. Such resolutions are placed on the agenda and put to the vote by the chairman of the meeting. The meeting shall not deliberate on an item which is not placed on the agenda. The agenda for the meeting may be amended on a second convening.

The meeting shall be chaired by a representative of the Issuer.

An attendance sheet is kept for each meeting. The decisions taken at each meeting are recorded in minutes signed by the members of the committee which are entered in a special register kept at the registered office of the Issuer. The elements that must be included in the attendance sheet and the minutes are the same as with respect to the shareholders' meetings of the Issuer.

All Holders of the relevant series of French Law Securities are entitled to participate in the meeting or to be represented at it by the representative of their choice. Any Holder may vote by correspondence with the same formal and deadline conditions as the shareholders' meetings of the Issuer. Any contrary provision in the articles of association is deemed not to exist. When the quorum is calculated, only voting forms received by the Issuer before the date of the meeting in the manner and within the time limits being the same as for the shareholders' meetings of the Issuer shall be included in such calculation. Forms which do not indicate a voting intention or which express an abstention are treated as negative votes. If the articles of association of the Issuer so provide, Holders who participate in the meeting via videoconferencing or via a telecommunications medium which permits their identification are deemed to be present for calculation of the quorum and the majority.

The rights of each Holder to participate in General Meetings will be evidenced by the entries in the books of the relevant Account Holder of the name of such Holder on the third business day in Paris preceding the date set for the meeting of the relevant General Meeting at 00.00, Paris time. The voting right in General Meetings shall belong to the bare owner (nu- propriétaire) of the relevant French Law Securities. Each French Law Security shall confer the right to one vote.

Holders shall not be allowed individually to exercise control over the operations of the Issuer or to request notification of Issuer documents.

(iv) Information to Holders

Each Holder will have the right, during the 15-day period preceding the holding of the relevant General Meeting, to consult or make a copy of the text of the resolutions which will be proposed and of the reports which will be presented at the General Meeting, all of which will be available for inspection by the relevant Holders at the registered office of the Issuer, at the specified offices of any of the Security Agents during usual business hours and at any other place specified in the notice of the General Meeting. The relevant Holders shall at all times have the same right with regard to the minutes and attendance sheets of the said General Meeting.

(v) Expenses

The Issuer will pay all expenses relating to the calling and holding of General Meetings and, more generally, all administrative expenses resolved upon by the General Meeting.

In the case of Certificates, it is expressly stipulated that no expenses may be imputed against interest payable under the Certificates.

9.5 Modifications

The Issuer may modify these Terms and Conditions and/or the Agency Agreement without the consent of the Holders (but in the case of Swedish Dematerialised Securities, with the consent of Euroclear Sweden and in the case of Finnish Dematerialised Securities, with the consent of Euroclear Finland) in any manner which the Issuer may deem necessary or desirable provided that such modification is not materially prejudicial to the interests of the Holders or such modification is of a formal, minor or technical nature or to cure, correct or supplement a manifest or proven error or to cure, correct or supplement any defective provision contained herein and/or therein or to comply with mandatory provisions of the law of the jurisdiction in which the Issuer is incorporated. Notice of any such modification will be given to the Holders in accordance with Condition 10 but failure to give, or non- receipt of, such notice will not affect the validity of any such modification.

10. NOTICES

All notices to Holders shall be valid if:

(a) (i) in the case of Clearing System Securities (other than W&C Securities represented by a Rule 144A Global Security held by a Custodian on behalf of DTC, Italian Listed Securities, Euroclear France Securities listed on Euronext Paris or Euroclear Netherlands Securities listed on Euronext Amsterdam and W&C Securities issued and cleared through Iberclear and listed on the Madrid Stock Exchange), Registered Certificates represented by a Registered Global Certificate and Italian Dematerialised Securities, delivered to the relevant Clearing System (in the case of English Law Securities), or to the relevant Account Holder (in the case of French Law Securities) for communication by them to the Holders;

(ii) in the case of W&C Securities represented by a Rule 144A Global Security held by a Custodian on behalf of DTC, to DTC for communication by it to the Holders and any such notices shall be conclusively presumed to have been received by the Holders;

(iii) in the case of Clearing System Securities which are Italian Listed Securities or Euroclear France Securities listed on Euronext Paris or Euroclear Netherlands

Securities listed on Euronext Amsterdam, published by Borsa Italiana S.p.A., Euronext Paris or Euronext Amsterdam, as the case may be and in the case of OET Certificates, published on the "Certificate" website of the Issuer ("www.produitsde xxxxxx.xxxxxxxxxx.xx") or other website of the Issuer as may be notified to Holders;

(iv) in the case of W&C Securities issued and cleared through Iberclear and listed on the Madrid Stock Exchange, published by the Madrid Stock Exchange or, if applicable, in the manner specifically provided by Spanish law and regulations for the relevant notice, as the case may be;

(v) in the case of W&C Securities represented by Private Placement Definitive Securities, mailed to their registered addresses appearing in the Private Placement Register;

(vi) in the case of Registered Warrants or Registered Certificates in definitive form, mailed to their registered addresses appearing in the Register;

(vii) in the case of Swedish Dematerialised Securities, mailed by Euroclear Sweden in accordance with the SFIA Act and the Euroclear Sweden rules; or

(viii) in the case of Finnish Dematerialised Securities, mailed to a Holder on the address registered for such Holder in the Euroclear Finland Register maintained by Euroclear Finland in accordance with the rules of Euroclear Finland; and

(b) for so long as the W&C Securities are listed on a stock exchange or are admitted to trading by another relevant authority, in accordance with the rules and regulations of the relevant stock exchange or other relevant authority (in the case of Italian Dematerialised Securities that are Italian Listed Securities, such notices shall be published by Borsa Italiana S.p.A.). If the W&C Securities are listed and admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange or the Official List of the Luxembourg Stock Exchange, and so long as the rules of the Luxembourg Stock Exchange so require, notices shall be made available on the website of the Luxembourg Stock Exchange (xxx.xxxxxx.xx). Any such notice shall be deemed to have been given on the second Business Day following such delivery or, if earlier, the date of such publication or, if published more than once, on the date of the first such publication.

11. EXPENSES AND TAXATION

11.1 A Holder must pay all taxes, duties and/or expenses, including any applicable depository charges, transaction or exercise charges, stamp duty, stamp duty reserve tax, issue, registration, securities transfer and/or other taxes or duties arising from the exercise and settlement (in the case of Warrants or Exercisable Certificates) or redemption (in the case of Certificates) of the W&C Securities and/or the delivery or transfer of the Entitlement (as applicable) pursuant to the terms of such W&C Securities ("Security Expenses") relating to such W&C Securities as provided above.

11.2 The Issuer shall deduct from amounts payable or from assets deliverable to Holders all Related Expenses, not previously deducted from amounts paid or assets delivered to Holders, as the Calculation Agent shall in its sole and absolute discretion determine are attributable to the W&C Securities.

For the avoidance of doubt, the Issuer shall not be liable for any Related Expenses and Holders shall be liable to pay the Related Expenses attributable to their W&C Securities.

"Expenses" means Security Expenses and any Related Expenses.

"Related Expenses" means (a) all present, future, prospective, contingent or anticipated Taxes which are (or may be) or were (or may have been) withheld or payable under the laws, regulations or administrative practices of any state (or any political sub-division or authority thereof or therein) and

(b) any other present, future, or contingent expenses (including without limitation, any applicable depositary charges, transaction charges, issue registration, securities transfer or other expenses) which are (or may be) or were (or may have been) payable, in each case in respect of or in connection with:

(a) the issue, transfer or enforcement of the W&C Securities;

(b) any payment (or delivery of assets) to Holders;

(c) a person or its agent's assets or any rights, distributions of dividends appertaining to such assets (had such an investor (or agent) purchased, owned, held, realised, sold or otherwise disposed of assets) in such a number as the Calculation Agent, in its sole and absolute discretion, may determine to be appropriate as a hedge or related trading position in connection with the W&C Securities; or

(d) any of the Issuer's (or any Affiliates') other hedging arrangements in connection with the W&C Securities.

"Taxes" means taxes, levies, imposts, duties, deductions, withholdings, assessments or other charges (including any stamp, registration or transfer tax, duty or other charge or tax on income, payments (or delivery of assets), profits or capital gains) together with any interest, additions to tax or penalties.

12. FURTHER ISSUES

The Issuer shall be at liberty from time to time without the consent of Holders to create and issue further W&C Securities so as to be consolidated with and form a single series with the outstanding W&C Securities.

13. SUBSTITUTION OF THE ISSUER OR THE GUARANTOR

13.1 W&C Securities issued by BNPP or BNPP B.V.

Except in the case of U.S. Securities, the Issuer, or any previous substituted company may, at any time, without the consent of the Holders, substitute for itself as principal obligor under the W&C Securities any company (the "Substitute"), being the Issuer or any other company, subject to:

(a) where the Issuer is BNPP B.V. and the Substitute is not BNPP, BNPP unconditionally and irrevocably guaranteeing in favour of each Holder the performance of all obligations by the Substitute under the W&C Securities;

(b) all actions, conditions and things required to be taken, fulfilled and done to ensure that the W&C Securities represent legal, valid and binding obligations of the Substitute having been taken, fulfilled and done and being in full force and effect;

(c) the Substitute becoming party to the Agency Agreement (unless the Substitute is already a party to the Agency Agreement) with any appropriate consequential amendments, as if it had been an original party to it;

(d) each stock exchange on which the W&C Securities are listed having confirmed that, following the proposed substitution of the Substitute, the W&C Securities will continue to be listed on such stock exchange and in the case of Swedish Dematerialised Securities, Euroclear Sweden, or in the case of Finnish Dematerialised Securities, Euroclear Finland, has consented to such substitution (such consent not to be unreasonably withheld or delayed);

(e) if appropriate, the Substitute having appointed a process agent as its agent in England (in the case of English Law Securities) or France (in the case of French Law Securities) to receive service of process on its behalf in relation to any legal action or proceedings arising out of or in connection with the W&C Securities; and

(f) the Issuer having given at least 30 days' prior notice of the date of such substitution to the Holders in accordance with Condition 10.

13.2 W&C Securities issued by BNPP B.V.

Where the Issuer is BNPP B.V., BNPP or any previous substituted company may, at any time, without the consent of the Holders, substitute for itself as guarantor in respect of the W&C Securities any company (the "Substitute BNPP Guarantor"), being BNPP or any other company, subject to:

(a) the creditworthiness of the Substitute BNPP Guarantor at such time being at least equal to the creditworthiness of BNPP (or of any previous substitute under this Condition), as determined by the Calculation Agent in its sole and absolute discretion by reference to, inter alia, the long term senior debt ratings (if any) assigned by Standard & Poor's Ratings Services, a division of The McGraw-Xxxx Companies, Inc. and/or Moody's Investors Service Ltd. and/or Fitch Ratings Limited, or any successor rating agency or agencies thereto, or such other rating agency as the Calculation Agent determines to the Substitute BNPP Guarantor or, as the case may be, to BNPP (or to any previous substitute under this Condition);

(b) the Substitute BNPP Guarantor having entered into a guarantee (the "Substitute BNPP Guarantee") in respect of the W&C Securities in substantially the same form as the relevant BNPP Guarantee and such other documents (if any) as may be necessary to give full effect to the substitution (the "Documents") and (without limiting the generality of the foregoing) pursuant to which the Substitute BNPP Guarantor shall undertake in favour of each Holder to be bound by these Terms and Conditions and the provisions of the Agency Agreement as fully as if the Substitute BNPP Guarantor had been named in these Terms and Conditions, the Documents and the Agency Agreement as the guarantor in respect of the W&C Securities in place of BNPP (or of any previous substitute under this Condition);

(c) the Substitute BNPP Guarantee and the Documents having been delivered to BNP Paribas Securities Services, Luxembourg Branch to be held by BNP Paribas Securities Services, Luxembourg Branch for so long as any W&C Securities remain, in the case of Warrants, unexercised or, in the case of Certificates, outstanding and for so long as any claim made against the Substitute BNPP Guarantor or the Issuer by any Holder in relation to the W&C Securities, the Substitute BNPP Guarantee or the Documents shall not have been finally adjudicated, settled or discharged;

(d) each stock exchange on which the W&C Securities are listed having confirmed that following the proposed substitution of the Substitute BNPP Guarantor (or of any previous substitute under this Condition) it will continue to list the W&C Securities and in the case of Swedish Dematerialised Securities, Euroclear Sweden, or in the case of Finnish Dematerialised

Securities, Euroclear Finland, has consented to such substitution (such consent not to be unreasonably withheld or delayed);

(e) if appropriate, the Substitute BNPP Guarantor having appointed a process agent as its agent in England (in the case of English Law Securities) or France (in the case of French Law Securities) to receive service of process on its behalf in relation to any legal action or proceedings arising out of or in connection with the W&C Securities or the Substitute BNPP Guarantee; and

(f) BNPP (or any previous substitute under this Condition) having given at least 30 days' prior notice of the date of such substitution to the Holders in accordance with Condition 10.

13.3 W&C Securities issued by BP2F

In the case of W&C Securities issued by BP2F or any previously substituted company, the Issuer, or any previous substituted company, may at any time, without the consent of the Holders, substitute for itself as principal debtor under the W&C Securities any company (the "BP2F Substitute") which is the BNPPF Guarantor or a subsidiary of the BNPPF Guarantor, provided that no payment in respect of the W&C Securities is at the relevant time overdue.

The substitution shall be made by a deed poll (the "Deed Poll"), in such form as may be agreed between BP2F and the BP2F Substitute and may take place only if:

(i) the BP2F Substitute shall, by means of the Deed Poll, agree to indemnify each Holder against any tax, duty, assessment or governmental charge which is imposed on it by (or by any authority in or of) the jurisdiction of the country of the BP2F Substitute’s residence for tax purposes and, if different, of its incorporation with respect to any W&C Security and which would not have been so imposed had the substitution not been made, as well as against any tax, duty, assessment or governmental charge, and any cost or expense, relating to the substitution;

(ii) where the BP2F Substitute is not the BNPPF Guarantor, the obligations of the BP2F Substitute under the Deed Poll and the W&C Securities shall be unconditionally and irrevocably guaranteed by the BNPPF Guarantor by means of the Deed Poll;

(iii) all action, conditions and things required to be taken, fulfilled and done (including the obtaining of any necessary consents) to ensure that the Deed Poll and the W&C Securities represent valid, legally binding and enforceable obligations of the BP2F Substitute and, in the case of the Deed Poll (where the BP2F Substitute is not the BNPPF Guarantor), of the BNPPF Guarantor have been taken, fulfilled and done and are in full force and effect;

(iv) the BP2F Substitute shall have become party to the Agency Agreement, with any appropriate consequential amendments, as if it had been an original party to it;

(v) legal opinions addressed to the Holders shall have been delivered to them (care of the Agent) from a lawyer or firm of lawyers with a leading securities practice in each jurisdiction referred to in (i) above and in England as to the fulfilment of the preceding conditions of this paragraph 13.3 and the other matters specified in the Deed Poll; and

(vi) the Issuer shall have given at least 14 days’ prior notice of such substitution to the Holders stating that copies or, pending execution, the agreed text of all documents in relation to the substitution which are referred to above, or which might otherwise reasonably be regarded as

material to Holders of Securities, will be available for inspection at the specified offices of each of the Paying Agents.

The Issuer and the BP2F Substitute shall comply with the relevant rules and regulations of any competent authority, stock exchange and/or quotation system on which the W&C Securities are admitted to listing, trading and/or quotation.

13.4 W&C Securities issued by BGL

In the case of W&C Securities issued by BGL or any previously substituted company, the Issuer, or any previous substituted company, may at any time, without the consent of the Holders of Securities, substitute for itself as principal debtor under the W&C Securities any subsidiary branch or affiliate of the Issuer or the successor company of the Issuer or jointly and severally one or more companies to whom the Issuer has transferred all of its assets and business undertakings (in each case the "BGL Substitute") provided that no payment in respect of the W&C Securities is at the relevant time overdue, no steps have been taken to admit the Issuer to a regime of suspension of payments (sursis de paiement) and (except in the case of a solvent reorganisation or amalgamation) no judgment has been rendered or an effective voluntary resolution has been passed for the dissolution and liquidation of the Issuer. Such substitution effected in accordance with this Condition 13.4 will release the Issuer or any previous substituted company and the Holders of Securities expressly consent hereto. The substitution shall be made by a deed poll (the "Deed Poll") in such form as may be agreed between BGL and the BGL Substitute and may take place only if:

(a) the BGL Substitute, by means of the Deed Poll, agrees to indemnify each Holder of Securities against any tax, duty, assessment, withholding, deduction or governmental charge which is imposed on it by (or by any taxing authority in or of) the jurisdiction of the country of the BGL Substitute's residence for tax purposes and, if different, of its incorporation with respect to any W&C Security and which would not have been so imposed had the substitution not been made, as well as against any tax, duty assessment or governmental charge, and any cost or expense, relating to the substitution;

(b) unless the BGL Substitute is the successor company of the Issuer or one or more companies to whom the Issuer has transferred all of its assets and business undertakings each of whom are to be jointly and severally liable as principal debtor, the obligations of the BGL Substitute under the Deed Poll and the W&C Securities are unconditionally and irrevocably guaranteed by the Issuer or its successor or each of the companies to whom together the Issuer has transferred all of its assets and business undertakings (each a "Guarantor") by means of a guarantee substantially in the form as may be agreed between BGL and the BGL Substitute (the "Guarantee");

(c) all actions, conditions and things required to be taken, fulfilled and done (including the obtaining of any necessary consents) to ensure that the Deed Poll and the W&C Securities represent valid, legally binding and enforceable obligations of the BGL Substitute and, in the case of the Guarantee, of the Guarantor have been taken, fulfilled and done and are in full force and effect;

(d) the BGL Substitute has become party to the Agency Agreement, with any appropriate consequential amendments, as if it had been an original party to it;

(e) legal opinions addressed to the Holders have been delivered to them (care of the Agent) from a lawyer or a firm of lawyers with a leading securities practice in each jurisdiction referred to

in (a) above as to the fulfilment of the preceding conditions of this Condition 13.4 and the other matters specified in the Deed Poll;

(f) the substitution does not affect adversely the rating of the W&C Securities by Moody's France SAS, Standard & Poor's Credit Market Services France SAS and Fitch France SAS or, if any such rating agency does not exist at the relevant time, any two existing internationally recognised rating agencies; and

(g) the Issuer has given at least 14 days' prior notice of such substitution to the Holders, stating that copies of all documents (in draft or final form) in relation to the substitution which are referred to above, or which might otherwise reasonably be regarded as material to Holders of Securities, will be available for inspection at the specified office of each of the Paying Agents.

13.5 Where the Issuer is BP2F, BNPPF or any previous substituted company may, at any time, without the consent of the Holders, substitute for itself as guarantor in respect of the W&C Securities any company (the "Substitute BNPPF Guarantor"), being BNPPF or any other company, subject to:

(a) the creditworthiness of the Substitute BNPPF Guarantor at such time being at least equal to the creditworthiness of BNPPF (or of any previous substitute under this Condition), as determined by the Calculation Agent in its sole and absolute discretion by reference to, inter alia, the long term senior debt ratings (if any) assigned by Standard & Poor's Ratings Services, a division of The McGraw-Xxxx Companies, Inc. and/or Moody's Investors Service Ltd. and/or Fitch Ratings Limited, or any successor rating agency or agencies thereto, or such other rating agency as the Calculation Agent determines to the Substitute BNPPF Guarantor or, as the case may be, to BNPPF (or to any previous substitute under this Condition);

(b) the Substitute BNPPF Guarantor having entered into a guarantee (the "Substitute BNPPF W&C Securities Guarantee") in respect of the W&C Securities in substantially the same form as the BNPPF W&C Securities Guarantee and such other documents (if any) as may be necessary to give full effect to the substitution (the "Documents") and (without limiting the generality of the foregoing) pursuant to which the Substitute BNPPF Guarantor shall undertake in favour of each Holder to be bound by these Terms and Conditions and the provisions of the Agency Agreement as fully as if the Substitute BNPPF Guarantor had been named in these Terms and Conditions, the Documents and the Agency Agreement as the guarantor in respect of the W&C Securities in place of BNPPF (or of any previous substitute under this Condition);

(c) the Substitute BNPPF W&C Securities Guarantee and the Documents having been delivered to BNP Paribas Securities Services, Luxembourg Branch to be held by BNP Paribas Securities Services, Luxembourg Branch for so long as any W&C Securities remain, in the case of Warrants, unexercised or, in the case of Certificates, outstanding and for so long as any claim made against the Substitute BNPPF Guarantor or the Issuer by any Holder in relation to the W&C Securities, the Substitute BNPPF W&C Securities Guarantee or the Documents shall not have been finally adjudicated, settled or discharged;

(d) each stock exchange on which the W&C Securities are listed having confirmed that following the proposed substitution of the Substitute BNPPF Guarantor (or of any previous substitute under this Condition) it will continue to list the W&C Securities and in the case of Swedish Dematerialised Securities, Euroclear Sweden, or in the case of Finnish Dematerialised Securities, Euroclear Finland, has consented to such substitution (such consent not to be unreasonably withheld or delayed);

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BNP PARIBAS ARBITRAGE ISSUANCE

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