BNP PARIBAS ARBITRAGE ISSUANCE

AVVISO n.17712

15 Ottobre 2012

SeDeX - INV. CERTIFICATES

Mittente del comunicato : Borsa Italiana

Societa' oggetto dell'Avviso

: BNP PARIBAS ARBITRAGE ISSUANCE

Oggetto : Inizio negoziazione 'Investment Certificates

- Classe B' 'BNP PARIBAS ARBITRAGE

Testo del comunicato

ISSUANCE' emessi nell'ambito di un Programma

Si veda allegato.

Disposizioni della Borsa

Strumenti finanziari: Bonus Cap su Azioni

Emittente: BNP PARIBAS ARBITRAGE ISSUANCE

Garante: BNP Paribas

Rating Emittente: Società di rating

Long term

Data report

Moody's Aa2 14/09/2011

Standard & Poor's AA- 14/10/2011

Fitch AA- 13/10/2011

Oggetto: INIZIO NEGOZIAZIONI IN BORSA

Data di inizio negoziazioni: 16/10/2012

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:

Intermonte SIM S.p.A. Member ID Specialist: IT3357

CARATTERISTICHE SALIENTI DEI TITOLI OGGETTO DI QUOTAZIONE

Bonus Cap su Azioni

Tipo di liquidazione: monetaria

Modalità di esercizio: europeo

DISPOSIZIONI DELLA BORSA ITALIANA

Dal giorno 16/10/2012, gli strumenti finanziari "Bonus Cap su Azioni" (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	Data Scadenza	Valore Nominale	Quantità	Lotto Negoziazione	EMS	Prima Barriera	Cap	Prima Bonus/Strike Cap Barriera % % %
1	NL0010069332	P69332	738290	BPAGCCPBON110%CB7,54E200913	Generali Assicurazioni	Inv	20/09/13	100	20000	1	25	7,54	12,818	65	110,5	110,5
2	NL0010069340	P69340	738291	BPAPMICCPBON111%CB0,2787E150313	Banca Popolare di Milano	Inv	15/03/13	100	20000	1	25	0,2787	0,478	65	111,5	111,5
3	NL0010069357	P69357	738292	BPABMPSCCPBON112%CB0,1622E200913	Banca Monte dei Paschi di Siena	Inv	20/09/13	100	20000	1	25	0,1622	0,2595	70	112	112
4	NL0010069365	P69365	738293	BPAUBICCPBON113%CB2,1476E200913	UBI Banca	Inv	20/09/13	100	20000	1	25	2,1476	3,4822	70	113,5	113,5
5	NL0010069373	P69373	738294	BPAENELCCPBON108%CB1,981E200913	Enel	Inv	20/09/13	100	20000	1	25	1,981	3,0706	70	108,5	108,5
6	NL0010069381	P69381	738295	BPAENICCPBON110%CB13,616E200913	Eni	Inv	20/09/13	100	20000	1	25	13,616	18,722	80	110	110
7	NL0010069399	P69399	000000	XXXXXXXXXXXXX000%XX00,0000X000000	Xxxxx Xxxxxx	Xxx	20/09/13	100	20000	1	25	17,9953	31,1456	65	112,5	112,5
8	NL0010069407	P69407	738297	BPABAYCCPBON109%CB50,00X000000	Bayer AG	Inv	20/09/13	100	20000	1	25	50,46	73,3352	75	109	109
9	NL0010069415	P69415	738298	BPAMCHLCCPBON111%CB45,864E200913	Michelin	Inv	20/09/13	100	20000	1	25	45,864	72,7272	70	111	111
10	NL0010069423	P69423	738299	BPADELFTHCCPBON110%CB8,1863E200913	Lufthansa	Inv	20/09/13	100	20000	1	25	8,1863	12,0065	75	110	110
11	NL0010069431	P69431	738300	BPANOK1VCCPBON121%CB1,212E150313	Nokia	Inv	15/03/13	100	20000	1	24	1,212	2,4442	60	121	121
12	NL0010069449	P69449	738301	BPANOK1VCCPBON108%CB1,212E211212	Nokia	Inv	21/12/12	100	20000	1	24	1,212	2,1816	60	108	108
13	NL0010069456	P69456	738302	BPADECBKCCPBON108%CB1,0059E150313	Commerzbank AG	Inv	15/03/13	100	20000	1	24	1,0059	1,552	70	108	108
14	NL0010069464	P69464	738303	XXXXXXXXXXXX000%XX00,000X000000	Xxxxxxxx Bank	Inv	20/09/13	100	20000	1	24	22,729	37,6652	70	116	116
15	NL0010069472	P69472	738304	BPASANTCCPBON108%CB4,1069E150313	Banco Santander	Inv	15/03/13	100	20000	1	25	4,1069	6,3364	70	108	108
16	NL0010069480	P69480	738305	BPAEDFCCPBON114%CB13,36E200913	EDF	Inv	20/09/13	100	20000	1	25	13,36	19,038	80	114	114
17	NL0010069498	P69498	738306	XXXXXXXXXXXXXX000%XX00,000X000000	Xxxxx	Inv	20/09/13	100	20000	1	25	23,331	36,9963	70	111	111
18	NL0010069506	P69506	738307	XXXXXXXXXXXX000%XX0,0000X000000	Xxxxxx Telecom	Inv	20/09/13	100	20000	1	25	6,5471	10,148	70	108,5	108,5
19	NL0010069514	P69514	738308	BPAAXACCPBON113%CB7,5888E200913	Axa	Inv	20/09/13	100	20000	1	25	7,5888	13,1928	65	113	113
20	NL0010069597	P69597	738309	BPAACACCPBON115%CB3,7265E200913	Credit Agricole	Inv	20/09/13	100	20000	1	25	3,7265	6,6216	65	115,5	115,5
21	NL0010069290	P69290	738310	BPAISPCCPBON121%CB0,8164E200913	Intesa Sanpaolo	Inv	20/09/13	100	30000	1	25	0,8164	1,5198	65	121	121
22	NL0010069308	P69308	738311	BPAMBCCPBON115%CB2,7365E200913	Mediobanca	Inv	20/09/13	100	20000	1	25	2,7365	4,8415	65	115	115
23	NL0010069316	P69316	738312	BPAUCGCCPBON117%CB2,076E200913	Unicredit	Inv	20/09/13	100	20000	1	25	2,076	4,0482	60	117	117

Num. Serie Livello Iniziale
1	11,6
2	0,4287
3	0,2317
4	3,068
5	2,83
6	17,02
7	27,685
8	67,28
9	65,52
10	10,915
11	2,02
12	2,02
13	1,437
14	32,47
15	5,867
16	16,7
17	33,33
18	9,353
19	11,675
20	5,733
21	1,256
22	4,21
23	3,46

FINAL TERMS DATED 9 OCTOBER 2012

BNP Paribas Arbitrage Issuance B.V.

(incorporated in The Netherlands) (as Issuer)

BNP Paribas (incorporated in France) (as Guarantor)

Warrant and Certificate Programme

20 Series of 20,000 “Bonus Cap” EUR Certificates relating to a Share BNP Paribas Arbitrage S.N.C.

(as Manager)

The Base Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that any offer of Securities in any Member State of the European Economic Area which has implemented the Prospectus Directive (2003/71/EC) (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Securities. Accordingly any person making or intending to make an offer in that Relevant Member State of the Securities may only do so 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 supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor any Manager has authorised, nor do they authorise, the making of any offer of Securities in any other circumstances.

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

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 1 June 2012 , 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 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") as amended (which includes the amendments made by Directive 2010/73/EU (the “2010 PD Amending Directive”) to the extent that such amendments have been implemented in a relevant Member State)). The Base Prospectus dated 1 June 2012 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 such Base Prospectus as so supplemented. Full information on BNP Paribas Arbitrage Issuance B.V. (the "Issuer") and the offer of the Securities is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus and any Supplements to the Base Prospectus are available for viewing on the Netherlands Authority for the Financial Markets’ (Autoriteit Financiële Markten - AFM) website xxx.xxx.xx. and copies of these documents and the Final Terms may be obtained free of charge at BNP Paribas Securities Services, Xxxxx Xxxxxx, Xxx Xxxxxxxx 0, 00000, Xxxxxx, Xxxxx.

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

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

SPECIFIC PROVISIONS FOR EACH SERIES

Series Number

No. of Securities issued

No. of Securities

ISIN Code

Common Code

Issue Price per Security

Redemption Date

See "Summary of the features of the Securities"in

Annex A

20,000 for each series

See "Summary of the features of the Securities"in Annex A

EUR 100**

See "Summary of the features of the Securities"in Annex A*

* The Redemption Date shall be subject to adjustment in accordance with the Following Business Day Convention.

** The Issue Price includes structuring fees equal to a maximum annual amount of 1 % of the Issue Amount.

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: 4 October 2012

4. Issue Date: 9 October 2012

5. Consolidation: Not applicable.

6. Type of Securities: (a) Certificates.

(b) The Securities are Share Securities.

Automatic Exercise applies on the Exercise Date.

The Exercise Date is indicated in "Summary of the features of the “Securities" in Annex A or if such day is not a Business Day the immediately subsequent Business Day.

The Exercise Date will be subject to the same adjustements provided for the Redemption Valuation Date. For the purposes of Borsa Italiana, the Exercise Date shall be deemed to be also the maturity date, i.e. the date on which the Securities expire.

The provisions of Annex 2 (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. Variation of Settlement:

(a) Issuer's option to vary settlement:

The Issuer does not have the option to vary settlement in respect of the Securities.

(b) Variation of Settlement of Physical Delivery Securities:

Not applicable.

11. Relevant Asset(s): Not applicable.

12. Entitlement: Not applicable.

13. Exchange Rate: Not applicable.

14. Settlement Currency: The settlement currency for the payment of the Cash Settlement

Amount is Euro (“EUR”).

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

16. Minimum Trading Size: The minimum trading size will be established by the Italian Stock

Exchange with the notice communicating the first day of trading.

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

18. Registrar: Not applicable.

19. Calculation Agent: BNP Paribas Arbitrage SNC, 0 xxx xx Xxxxx, 00000 Xxxxx, Xxxxxx.

20. Governing law: English law.

21. Special conditions or other modifications to the Terms and Conditions:

Minimum exercise number of Securities: 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.

Trading Code of Borsa Italiana is indicated in the "Summary of the features of the Securities" in Annex A.

Condition 6 (General)

The following shall be deemed to be added at the end of the first paragraph of Condition 6 (General):

"unless such errors or omissions are due to its own wilful misconduct or gross negligence"

Condition 7 (Illegality and Force Majeure):

The following shall be deemed to be deleted from Condition 7.1 (Illegality):

"less the cost to the Issuer and/or its affiliates of unwinding any underlying related hedging arrangements".

The following shall be deemed to be deleted from Condition 7.2 (Force Majeure):

"less the cost to the Issuer and/or its affiliates of unwinding any underlying related hedging arrangements".

Condition 13 - Substitution of the Issuer or the Guarantor

Condition 13 (2) shall be deemed to be deleted and replaced by the following:

"Where the Issuer is BNPP B.V., BNPP or any previous substituted company, in its capacity as guarantor, may not be substituted by any other company".

Condition 15 - Additional Disruption Events and Optional Additional Disruption Events

The following shall be deemed to be deleted from Condition 15 (Additional Disruption Events and Optional Additional Disruption Events) (2) (c) (i):

"less the cost to the Issuer and/or its affiliates of unwinding any underlying related hedging arrangements (unless otherwise provided in the relevant Final Terms)".

The following shall be deemed to be deleted from Condition 15 (Additional Disruption Events and Optional Additional Disruption Events) (2) (c) (ii):

"less the cost to the Issuer and/or its affiliates of unwinding any underlying related hedging arrangements".

The following sentence shall be deemed to be added at the end of Condition 15 (Additional Disruption Events and Optional Additional Disruption Events) (2) :

"The Calculation Agent will adjust any relevant terms of the Securities as it determines appropriate to preserve the economic equivalent of the obligations of the Issuer under the Securities".

ANNEX 2 (Additional Terms and Conditions for Share Securities)

The following sentence shall be deemed to be added at the end of Paragraph (3) (Potential Adjustment Events) :

"The Calculation Agent will adjust any relevant terms of the Securities as it determines appropriate to preserve the economic equivalent of the obligations of the Issuer under the Securities".

The following shall be deemed to be deleted from Paragraph (4) (2), (d) (i) and (ii):

"less the cost to the Issuer and/or its affiliates of unwinding any underlying related hedging arrangements".

PRODUCT SPECIFIC PROVISIONS

22. Index Securities: Not applicable.

23. Share Securities: Applicable.

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

The Securities of each Series relate to the Shares indicated in "Summary of the features of the Securities" in Annex A.

(b) Relative Performance Basket: Not applicable.

(d) Exchange(s): As indicated in "Summary of the features of the Securities" in Annex A.

(e) Related Exchange(s): All Exchanges.

(f) Exchange Business Day: Single Share Basis.

(g) Scheduled Trading Day: Single Share Basis.

(h) Weighting: Not applicable.

(i) Settlement Price: For all Underlying Shares except the Shares of Saint Gobain, Bayer AG, Michelin, Lufthansa, Nokia, Commerzbank AG, Deutsche Bank, Banco Santander, EDF, Vinci, France Telecom, Axa and Credit Agricole the Settlement Price will be calculated on the basis of the Reference Price of the Underlying Share as defined by Borsa Italiana.

For the Shares of Saint Gobain, Bayer AG, Michelin, Lufthansa, Nokia, Commerzbank AG, Deutsche Bank, Banco Santander, EDF, Vinci, France Telecom, Axa and Credit Agricole, the Settlement Price will be calculated on the basis of the official closing price of the Underlying Share as determined and published by the Exchange.

(j) Disrupted Day: If the Redemption Valuation Date is a Disrupted Day, the Settlement Price will be calculated on the basis of the provisions contained in Share Security Condition 1.

(k) Specified Maximum Days of Disruption:

Three (3) Scheduled Trading Days.

(l) Valuation Time: For all Underlying Shares except the Shares of Saint Gobain, Bayer AG, Michelin, Lufthansa, Nokia, Commerzbank AG, Deutsche Bank, Banco Santander, EDF, Vinci, France Telecom, Axa and Credit Agricole, the Valuation Time will be the time when the Reference Price is calculated by Borsa Italiana.

For the Shares of Saint Gobain, Bayer AG, Michelin, Lufthansa, Nokia, Commerzbank AG, Deutsche Bank, Banco Santander, EDF, Vinci, France Telecom, Axa and Credit Agricole, the Valuation Time will be the time when the official closing price of the Underlying Shares is determined and published by the Exchange.

(m) Delayed Redemption on Occurrence of an Extraordinary Event

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.

(t) Other terms or special conditions: Not applicable.

24. ETI Securities: Not applicable.

25. Debt Securities: Not applicable.

26. Commodity Securities: Not applicable.

27. Inflation Index Securities: Not applicable.

28. Currency Securities: Not applicable.

29. Fund Securities: Not applicable.

30. Market Access Securities: Not applicable.

31. Futures Securities: Not applicable.

32. Credit Securities: Not applicable.

33. Preference Share Certificates: Not applicable.

34. OET Certificates: Not applicable.

35. Additional Disruption Events: Applicable.

Hedging Disruption does not apply to the Securities.

36. Optional Additional Disruption Events: (a) The following Optional Additional Disruption Events apply to the Securities:

Insolvency Filing

(b) Delayed Redemption on Occurrence of an Additional Disruption Event and/or Optional Additional Disruption Event: Not applicable.

37. Knock-in Event: Not applicable.

38. Knock-out Event: Applicable.

A Knock-Out Event shall be deemed to occur if, at the Knock-Out Valuation Time on any Knock-Out Determination Day, the Underlying Share trades at a Level less than or equal to the Knock-Out Level

(a) Knock-out Level: As indicated in "Summary of the features of the Securities" in Annex A.

(b) Knock-out Period Beginning Date: The Strike Date.

Applicable.

(d) Knock-out Determination Period: The period beginning on (and including) the Knock-out Period

Beginning Date and ending on (and including) the Knock-out Period Ending Date.

(e) Knock-out Determination Day(s): Any Scheduled Trading Day during the Knock-out Determination

Period.

(f) Knock-out Period Ending Date: The Redemption Valuation Date.

(g) Knock-out Period Ending Date Day Convention:

Applicable.

(h) Knock-out Valuation Time: At any time during the Knock-Out Determination Day

PROVISIONS RELATING TO WARRANTS

39. Provisions relating to Warrants: Not applicable.

PROVISIONS RELATING TO CERTIFICATES

40. 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) Fixed Rate Provisions: Not applicable.

(e) Floating Rate Provisions Not applicable.

(f) Linked Interest Certificates: Not applicable.

(g) Payment of Premium Amount(s): Not applicable.

(h) Index Linked Interest/Premium Amount Certificates:

Not applicable.

(i) Share Linked Interest/Premium Amount Certificates:

Not applicable.

(j) ETI Linked Interest/Premium Amount Certificates:

Not applicable.

(k) Debt Linked Interest/Premium Amount Certificates:

Not applicable.

(l) Commodity Linked Interest/Premium Amount Certificates:

Not applicable.

(m) Inflation Index Linked Interest/Premium Amount Certificates:

Not applicable.

(n) Currency Linked Interest/Premium Amount Certificates:

Not applicable.

(o) Fund Linked Interest/Premium Amount Certificates:

Not applicable.

(p) Futures Linked Interest/Premium Amount Certificates:

Not applicable.

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

(r) Issuer Call Option: Not applicable.

(s) Holder Put Option: Not applicable.

(t) Automatic Early Redemption: Not applicable.

(u) Cash Settlement Amount: 1) If, with respect to the relevant Underlying Share, no Knock-out

Event has occurred and, on the Redemption Valuation Date, ShareFinal is less than the Cap Level, each Certificate will be exercised automatically on the Exercise Date and the Holder will receive a payment of a Cash Settlement Amount in accordance with the following provisions:

N x [ MAX ( Bonus Level % ;

ShareFinal )]

ShareInitial

2) If, with respect to the relevant Underlying Share, no Knock-out Event has occurred and, on the Redemption Valuation Date, ShareFinal is greater than or equal to the Cap Level, each Certificate will be exercised automatically on the Exercise Date and the Holder will receive a payment of a Cash Settlement Amount in accordance with the following provisions:

N x Cap Level%

3) If, with respect to the relevant Underlying Share, a Knock-out Event has occurred, each Certificate will be exercised automatically on the Exercise Date and the Holder will receive a payment of a Cash Settlement Amount in accordance with the following provisions:

N x [ MIN ( ShareFinal

ShareInitial

; Cap Level %)]

Where :

N is the Notional Amount of each Certificate (see §40 (a));

ShareInitial is the Reference Price of the relevant Underlying Share on the Strike Date for all Underlying Shares except the Shares of Saint Gobain, Bayer AG, Michelin, Lufthansa, Nokia, Commerzbank AG, Deutsche Bank, Banco Santander, EDF, Vinci, France Telecom, Axa and Credit Agricole;

For the Shares of Saint Gobain, Bayer AG, Michelin, Lufthansa, Nokia, Commerzbank AG, Deutsche Bank, Banco Santander, EDF, Vinci, France Telecom, Axa and Credit Agricole, ShareInitial is the official Closing Price of the relevant Underlying Share on the Strike Date;

ShareFinal is the Reference Price of the relevant Underlying Share on the Redemption Valuation Date for all Underlying Shares except the Shares of Saint Gobain, Bayer AG, Michelin, Lufthansa, Nokia, Commerzbank AG, Deutsche Bank, Banco Santander, EDF, Vinci, France Telecom, Axa and Credit Agricole;

For the Shares of Saint Gobain, Bayer AG, Michelin, Lufthansa, Nokia, Commerzbank AG, Deutsche Bank, Banco Santander, EDF, Vinci, France Telecom, Axa and Credit Agricole, ShareFinal is the official closing price of the relevant Underlying Share on the

Redemption Valuation Date;

Cap Level% = as indicated in "Summary of the features of the Securities" in Annex A;

Cap Level = as indicated in "Summary of the features of the Securities" in Annex A;

Bonus Level% = as indicated in "Summary of the features of the Securities" in Annex A;

Reference Price is the “Prezzo di Riferimento” as defined by Borsa Italiana;

Pursuant the Rules of the markets organised and managed by Borsa Italiana S.p.A., each Holder may notify the Issuer that it renounces its right to payment of any such Cash Settlement Amount, by delivery to the Agent not later than the Renouncement Notice Cut-off Time (as defined in §40(v)) of a notice (the "Renouncement Notice", substantially in the form of Part B in these Final terms).

Copies of the Renouncement Notice may be obtained during normal business hours from the specified office of any Security Agent.

If no Renouncement Notice is received before the Renouncement Notice Cut-off Time (as defined in § 40(v)), the Cash Settlement Amount shall be paid automatically by the Issuer on the Redemption Date.

No Renouncement Notice may be withdrawn after receipt thereof by the Agent. After delivery of a Renouncement Notice, the relevant Holder may not transfer the Certificates which are the subject of such Renouncement Notice.

(v)	Renouncement Notice Cut-off Time	10.00 a.m. (Milan Time) on the Exercise Date.
(w)	Strike Date:	4 October 2012
(x)	Redemption Valuation Date:	The Scheduled Trading Day immediately preceding the Exercise Date for all Underlying Shares except the Shares of Saint Gobain, Bayer
		AG, Michelin, Lufthansa, Nokia, Commerzbank AG, Deutsche
		Bank, Banco Santander, EDF, Vinci, France Telecom, Axa and Credit Agricole;
		For the Shares of Saint Gobain, Bayer AG, Michelin, Lufthansa,
		Nokia, Commerzbank AG, Deutsche Bank, Banco Santander, EDF, Vinci, France Telecom, Axa and Credit Agricole, the
		Exercise Date.
(y)	Averaging:	Averaging does not apply to the Securities.
(z)	Observation Dates:	Not applicable.
(aa)	Observation Period:	Not applicable.
(bb).	Settlement Business Day:	Not applicable.

(cc) Cut-off Date: Not applicable.

DISTRIBUTION AND US SALES ELIGIBILITY

41. Selling Restrictions: As described in the Base Prospectus.

(a) Eligibility for sale of Securities in the United States to AIs:

The Securities are not eligible for sale in the United States to AIs.

(b) Eligibility for sale of Securities in the United States to QIBs within the meaning of Rule 144A:

The Securities are not eligible for sale in the United States under Rule 144A to QIBs.

(c) Eligibility for sale of Securities in the United States to QIBs within the meaning of Rule 144A who are also QPs within the meaning of the Investment Company Act:

The Securities are not eligible for sale in the United States to persons who are QIBs and QPs.

42. Additional U.S. Federal income tax consequences:

Not applicable.

43. Registered broker/dealer: Not applicable.

44. Non exempt Offer: Not applicable.

PROVISIONS RELATING TO COLLATERAL AND SECURITY

45. Collateral Security Conditions: Not applicable.

Purposes of Final Terms

These Final Terms comprise the final terms required for issue and admission to trading on the electronic "Securitised Derivatives Market" (the "SeDeX") of the Italian Stock Exchange of the Securities described herein pursuant to the BNP Paribas, BNP Paribas Arbitrage Issuance B.V. Warrant and Certificate Programme.

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. The information included in Part B (the "Other Information") consists of extracts from or summaries of information that is publicly available in respect of the Shares. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware and is able to ascertain from information published by the Shares Company, no facts have been omitted which would render the reproduced inaccurate or misleading.

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 will be made to list the Securities on the Italian Stock Exchange and to admit the Securities described herein for trading on the electronic "Securitised Derivatives Market" (the "SeDeX"), organised and managed by Borsa Italiana S.p.A.

2. Ratings

The Securities to be issued have not been rated.

The rating of the Guarantor is A2 from Moody's and AA- 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 'AA' differs from the highest-rated obligations only to a small degree. The relevant Issuer and Guarantor's capacity to meet its financial commitment on the obligation is very 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. Risk Factors

As described in the Base Prospectus.

4. Reasons for the Offer, Estimated Net Proceeds and Total Expenses

Reasons for the offer: The net proceeds from the issue of 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.

Estimated net proceeds: EUR 2,000,000 for each series.

For the avoidance of doubt, the estimated net proceeds reflect the proceeds to be received by the Issuer on the Issue Date.

Estimated total expenses: EUR 3,000 corresponding to the minimum listing fees known to the Issuer as at the Issue Date.

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

The “Bonus Cap” Security is a EUR denominated exercisable Security which return is linked to the performance of the Underlying and features a Cap Level. The formula for calculating the Cash Settlement Amount is described in § 40 (u). The structure also features a Bonus Level% and is not capital protected. Investors should be aware that they may sustain a partial or total loss of the purchase price of their Securities.

During the secondary market period, the value of the Securities will depend upon market conditions and may be subject to significant fluctuations. If the Securities are sold, before the Redemption Valuation Date, there is a higher probability that the investor will suffer a loss of its investment.

Name of the issuer of the underlying security:

Generali Assicurazioni

Generali Assicurazioni offers life and non-life insurance and reinsurance throughout the world. The Company offers life, health, accident, automobile, marine, aviation, transport, fire, general liability, and credit insurance and reinsurance.

Address:

Xxxxxx Xxxx xxxxx Xxxxxxx 00000 Xxxxxxx

Xxxxx

Website: xxx.xxxxxxxx.xx

Banca Popolare di Milano

Banca Popolare di Milano Scarl (BPM) attracts deposits and offers commercial banking services. The Bank offers brokerage, trust, lease financing, asset management, private banking, and factoring services, manages mutual funds, and offers insurance services. BPM serves its customers through a branch network located primarily in Italy, London, and New York.

Address:

Xxxxxx X Xxxx 0 Xxxxx, 00000 Xxxxx

Website: xxx.xxx.xx

Banco Monte dei Paschi

Banca Monte dei Paschi di Siena S.p.A. attracts deposits and offers commercial banking services. The Bank offers credit, asset management services, insurance, mutual funds, Internet banking, and investment banking services.

Address:

Xxxxxx Xxxxxxxxx 0

Xxxxx, 00000 Xxxxx

Website: xxx.xxx.xx

UBI Banca

UBI Banca - Unione di Banche Italiane ScpA attracts deposits and offers business loans, pension and investment fund management, mortgages, insurance, and online securities brokerage services. UBI Banca operates network banks throughout Italy, Germany, France, and Switzerland

and performs centralized functions of governance, control and organization for those banks.

Address:

Xxxxxx Xxxxxxxx Xxxxxx 0 Xxxxxxx, 00000

Xxxxx

Website: xxx.xxxxxxxx.xx

ENEL

Enel S.p.A. generates, transmits, distributes, and trades electricity. The Company operates hydroelectric, geothermal, and other generating plants. Enel, through subsidiaries, also provides fixed-line and mobile telephone services, installs public lighting systems, and operates real estate, factoring, insurance, telecommunications, and Internet service provider businesses.

Address:

Xxxxx Xxxxxx Xxxxxxxxxx 000 00000 Xxxx

Xxxxx

Website: xxx.xxxx.xx

ENI SpA

Eni S.p.A. explores for and produces hydrocarbons in Italy, Africa, the North Sea, the Gulf of Mexico, Kazakhstan, and Australia. The Company both produces natural gas and imports it for sale in Italy and elsewhere in Europe. Eni transports natural gas in pipelines. The Company generates and trades electricity, refines oil, and operates gasoline service stations.

Address:

Xxxxxxxx Xxxxxx Xxxxxx 0 00000 Xxxx

Xxxxx

Website: xxx.xxx.xx

Saint Gobain

Compagnie de Saint-Gobain manufactures glass products, high-performance materials, and construction materials. The Company produces flat glass, insulation, and glass containers, high-performance ceramics, plastics, and abrasives, and building materials such as roofing, wall facings, mortars, and ductile cast iron pipe. Saint-Gobain also retails building materials.

Address :

Xxx Xxxxxxx

00 Xxxxxx X'Xxxxxx

Xxxxxxxxxx, 000000

Xxxxxx

Website : xxx.xxxxx-xxxxxx.xxx

Bayer A.G.

Bayer AG produces and markets healthcare and agricultural products, and polymers. The Company manufactures products that include aspirin, antibiotics, anti-infectives, and cardiovascular, oncology, and central nervous system drugs, over-the-counter medications, diagnostics, animal health products, crop protection products, plastics, and polyurethanes.

Address :

Xxxx Xxxxxxxxxx

X-00000 Xxxxxxxxxx Xxxxxxx

Website: xxx.xxxxx.xxx

Michelin

Cie Generale des Etablissements Michelin manufactures all-purpose tires, wheels, steel cables, maps, and tourist guides. The Company's tire products are used for automobiles, trucks, aircraft, bicycles, and industrial vehicles. Michelin manufactures and distributes its products worldwide.

Address :

23 Xxxxx Xxx Xxxxxx-Xxxxxxx Xxxxx 0

Xxxxxxxx Xxxxxxx, 00000 Xxxxxx

Website: xxx.xxxxxxxx.xxx

Lufthansa

Deutsche Lufthansa AG provides passenger and cargo air transportation services worldwide. The Company offers flight and connection programs in cooperation with Star Alliance airline partners from North America, Scandinavia, and Asia. Lufthansa also provides travel agency, catering, and aircraft maintenance services.

Address :

Xxx-Xxxxxxx-Xxxxxxx 0-0

Xxxxx, 00000 Xxxxxxx

Website: xxx.xxxxxxxxx.xxx

Nokia

Nokia Oyj is a global mobile communications company that operates a network of production facilities for mobile products and network infrastructure, as well as a network of sales and customer service. The Company also operates research and software development facilities worldwide.

Address : Xxxxxxxxxxxxxx 0

XX Xxx 000

Xxxxx, 00000 Xxxxxxx

Website: xxx.xxxxx.xxx

Commerzbank

Commerzbank AG attracts deposits and offers retail and commercial banking services. The Bank offers mortgage loans, securities brokerage and asset management services, private banking, foreign exchange, and treasury services worldwide.

Address :

Xxxxxxxxxxx

X-00000 Xxxxxxxxx xx Xxxx Xxxxxxx

Website: xxx.xxxxxxxxxxx.xxx

Deutsche Bank

Deutsche Bank AG is a global financial service provider delivering commercial, investment, private and retail banking. The Bank offers debt, foreign exchange, derivatives, commodities, money markets, repo and securitization, cash equities, research, equity prime services, loans, convertibles, advice on M&A and IPO's, trade finance, retail banking, asset management and corporate investments.

Address : Xxxxxxxxxxxx 00

Xxxxxxxxx Xx Xxxx, 00000 Xxxxxxx

Website: xxx.xx.xxx

Banco Santander

Banco Santander SA attracts deposits and offers retail, commercial and private banking, and asset management services. The Bank offers consumer credit, mortgage loans, lease financing, factoring, mutual funds, pension funds, insurance, commercial credit, investment banking services, structured finance, and advice on mergers and acquisitions.

Address :

Ciudad Grupo Santander Boadilla del Xxxxx Xxxxxx, 00000

Xxxxx

Website: xxx.xxxxxxxxxxxxxx.xxx

EDF

EDF SA (Electricite de France) produces, transmits, distributes, imports and exports electricity. The Company, using nuclear power, coal and gas, provides electricity for French energy consumers.

Address :

22-30 Xxxxxx xx Xxxxxx Xxxxx Xxxxx 00, 00000 Xxxxxx

Website: xxx.xxx.xx

Vinci

Vinci SA builds roads, offers electrical, mechanical, and civil engineering and construction services, and operates toll roads. The Company builds and maintains roads and produces road construction materials, builds electricity and communications networks, installs fire protection and power and ventilation systems, and operates toll highways, bridges, parking garages, and a stadium.

Address :

0 Xxxxx Xxxxxxxxx xx Xxxxxxx Xxxxx-Xxxxxxxxx, 00000 Xxxxxx

Website: xxx.xxxxx.xxx

France Telecom

France Telecom SA provides telecommunications services to residential, professional, and large business customers. The Company offers public fixed-line telephone, leased lines and data transmission, mobile telecommunications, cable television, Internet and wireless applications, and broadcasting services, and telecommunications equipment sales and rentals.

Address :

0 Xxxxx X'Xxxxxxx

Xxxxx Xxxxx 00 Xxxxxx

Website: xxx.xxxxxxxxxxxxx.xx

AXA

AXA SA is an insurance company which also provides related financial services. The Company offers life and non-life insurance, reinsurance, savings and pension products, and asset management services. AXA operates in both domestic and international markets.

Address :

00 Xxxxxx Xxxxxxxx

Xxxxx, 00000 Xxxxxx

Website: xxx.xxx.xxx

Credit Agricole

Credit Agricole S.A. is the lead bank of the Credit Agricole Group. The Company acts as the central bank of the Group, coordinates its sales and marketing strategy and ensures the liquidity & solvency of each of the Caisses Regionales. Credit Agricole S.A., through its subsidiaries, designs and manages specialized financial products that are distributed primarily by the Caisses Regionales.

Address :

00-00, xxxxxxxxx Xxxxxxx

00000 Xxxxx Xxxxxx

Website : xxx.xxxxxx-xxxxxxxx.xxx

ISIN Code of the underlying: See "Summary of the features of the Securities"in Annex A.

Source of information relating to the Underlying

Past and future performances and volatility of the Shares are notably available on Bloomberg page set out in "Summary of the features of the Securities"in Annex A and on the website of the Exchange where the Share is listed.

Post-Issuance information The Issuer does not provide post-issuance information.

6. Operational Information

Relevant Clearing System(s): Monte Titoli.

7. Yield

Not applicable.

8. Historic Interest Rates

Not applicable.

9. Renouncement Notice

RENOUNCEMENT NOTICE

(to be completed by the Holder of the Security)

BNP Paribas Arbitrage Issuance B.V.

20 Series of 20,000 “Bonus Cap” EUR Certificates relating to a Share

(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 Date 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

ANNEX A

TABLE 1: SUMMARY OF THE FEATURES OF SECURITIES

Series Number

Isin Code

Common code

Trading Code

ShareInitial

Cap Level%

Cap Level

Bonus Level%

Knock-out Level

Isin Code of the Share

Reuters Code of the Share

Exchange

Exercise Date

Redemption Date

CE1376UR

NL0010069332

083550244

P69332

EUR 11.60000

110.5%

EUR 12.8180

110.5

65% x ShareInitial

(i.e. EUR 7.5400)

Generali Assicurazioni

IT0000062072

GASI.MI

Borsa Italiana

20/09/2013

27/09/2013

CE1377UR

NL0010069340

083550252

P69340

EUR 0.4287

111.5%

EUR 0.4780

111.5

65% x ShareInitial

(i.e. EUR 0.2787)

Banca Popolare di Milano

IT0000064482

PMII.MI

Borsa Italiana

15/03/2013

22/03/2013

CE1378UR

NL0010069357

083550279

P69357

EUR 0.2317

112%

EUR 0.2595

112%

70% x ShareInitial

(i.e. EUR 0.1622)

Banca Monte dei Paschi di Siena

IT0001334587

BMPS.MI

Borsa Italiana

20/09/2013

27/09/2013

CE1379UR

NL0010069365

083550287

P69365

EUR 3.0680

113.5%

EUR 3.4822

113.5

70% x ShareInitial

(i.e. EUR 2.1476)

Ubi Banca

IT0003487029

UBI.MI

Borsa Italiana

20/09/2013

27/09/2013

CE1380UR

NL0010069373

083550295

P69373

EUR 2.8300

108.5%

EUR 3.0706

108.5

70% x ShareInitial (i.e. EUR 1.9810 )

Enel

IT0003128367

ENEI.MI

Borsa Italiana

20/09/2013

27/09/2013

CE1381UR

NL0010069381

083550309

P69381

EUR 17.0200

110%

EUR 18.7220

110%

80% x ShareInitial (i.e. EUR13.6160)

Eni

IT0003132476

ENI.MI

Borsa Italiana

20/09/2013

27/09/2013

CE1382UR

NL0010069399

083550317

P69399

EUR

27.6850

112.5%

EUR

31.1456

112.5

65% x ShareInitial (i.e. EUR 17.9953)

Saint Gobain

FR0000125007

XXXX.XX

Euronext Paris

20/09/2013

27/09/2013

CE1383UR

NL0010069407

083550325

P69407

EUR 67.2800

109%

EUR 73.3352

109%

75% x ShareInitial (i.e. EUR 50.4600)

Bayer AG

DE000BAY001 7

XXXXx.XX

XETRA

20/09/2013

27/09/2013

CE1384UR

NL0010069415

083550333

P69415

EUR 65.5200

111%

EUR 72.7272

111%

70% x ShareInitial (i.e. EUR 45.8640)

Michelin

FR0000121261

XXXX.XX

Euronext Paris

20/09/2013

27/09/2013

CE1385UR

NL0010069423

083550341

P69423

EUR 10.9150

110%

EUR 12.0065

110%

75% x ShareInitial

(i.e. EUR 8.1863)

Lufthansa

DE0008232125

XXXX.XX

XETRA

20/09/2013

27/09/2013

CE1386UR

NL0010069431

083550350

P69431

EUR 2.0200

121%

EUR 2.4442

121%

60% x ShareInitial

(i.e. EUR 1.2120)

Nokia

FI0009000681

NOK1V.HE

NASDAQ OMX

Helsinki

15/03/2013

22/03/2013

CE1387UR

NL0010069449

083550368

P69449

EUR 2.0200

108%

EUR 2.1816

108%

60% x ShareInitial

(i.e. EUR 1.2120)

Nokia

FI0009000681

NOK1V.HE

NASDAQ OMX

Helsinki

21/12/2012

28/12/2012

CE1388UR

NL0010069456

083550376

P69456

EUR 1.4370

108%

EUR 1.5520

108%

70% x ShareInitial

(i.e. EUR 1.0059)

Commerzbank AG

DE0008032004

XXXX.XX

XETRA

15/03/2013

22/03/2013

CE1389UR

NL0010069464

083550384

P69464

EUR 32.4700

116%

EUR 37.6652

116%

70% x ShareInitial (i.e. EUR 22.7290)

Deutsche Bank

DE0005140008

XXXXx.XX

XETRA

20/09/2013

27/09/2013

CE1390UR

NL0010069472

083550392

P69472

EUR 5.8670

108%

EUR 6.3364

108%

70% x ShareInitial

(i.e. EUR 4.1069)

Banco Santander

ES0113900J37

XXX.XX

Madrid Stock Exchange

15/03/2013

22/03/2013

CE1391UR

NL0010069480

083550406

P69480

EUR 16.7000

114%

EUR 19.0380

114%

80% x ShareInitial (i.e. EUR 13.3600)

EDF

FR0010242511

XXX.XX

Euronext Paris

20/09/2013

27/09/2013

CE1392UR

NL0010069498

083550414

P69498

EUR 33.3300

111%

EUR 36.9963

111%

70% x ShareInitial (i.e. EUR 23.3310)

Vinci

FR0000125486

XXXX.XX

Euronext Paris

20/09/2013

27/09/2013

CE1393UR

NL0010069506

083550449

P69506

EUR 9.3530

108.50%

EUR 10.1480

108.50

70% x ShareInitial

(i.e. EUR 6.5471)

France Telecom

FR0000133308

XXX.XX

Euronext Paris

20/09/2013

27/09/2013

CE1394UR

NL0010069514

083550457

P69514

EUR 11.6750

113%

EUR 13.1928

113%

65% x ShareInitial

(i.e. EUR 7.5888)

Axa

FR0000120628

XXXX.XX

Euronext Paris

20/09/2013

27/09/2013

CE1400UR

NL0010069597

083645784

P69597

EUR 5.7330

115.50%

EUR 6.6216

115.50

65% x ShareInitial

(i.e. EUR 3.7265)

Credit Agricole

FR0000045072

XXXX.XX

Euronext Paris

20/09/2013

27/09/2013

ANNEX B ITALIAN TAXATION

The following is a summary of current Italian law and practice relating to the taxation of the Securities, as defined in the Warrant and Certificate Programme. The statements herein regarding taxation are based on the laws in force in Italy as at the date of the Final Terms and are subject to any changes in law occurring after such date, which changes could be made on a retroactive basis. The following summary does not purport to be a comprehensive description of all the tax considerations which may be relevant to a decision to subscribe for, purchase, own or dispose of the Securities and does not purport to deal with the tax consequences applicable to all categories of investors, some of which (such as dealers in securities or commodities) may be subject to special rules.

Prospective investors are advised to consult their own tax advisers concerning the overall tax consequences of their interest in the Securities.

Italian taxation of Securities

Warrants, Certificates and other securitised derivatives are subject to Article 67 of Presidential Decree No. 917 of 22 December 1986 (the "TUIR") and Legislative Decree No. 461 of 21 November 1997 (the "Decree No. 461"), as subsequently amended, where the Italian resident Securityholder is (i) an individual not engaged in an entrepreneurial activity to which the Securities are connected, (ii) a non-commercial partnership pursuant to article 5 of TUIR (with the exception of general partnership, limited partnership and similar entities), (iii) a non-commercial private or public institution, or (iv) an investor exempt from Italian corporate income taxation, capital gains realised under the sale or the exercise of the Securities are subject to a 20 per cent. substitute tax (imposta sostitutiva). The recipient may opt for three different taxation criteria:

Under the tax declaration regime (regime della dichiarazione), which is the default regime for taxation of capital gains realised by Italian resident individuals not engaged in an entrepreneurial activity to which the Securities are connected, the imposta sostitutiva on capital gains will be chargeable, on a cumulative basis, on all capital gains, net of any offsettable capital loss, realised by the Italian resident individual holding the Securities not in connection with an entrepreneurial activity pursuant to all sales or redemptions of the Securities carried out during any given tax year. Italian resident individuals holding the Securities not in connection with an entrepreneurial activity must indicate the overall capital gains realised in any tax year, net of any relevant incurred capital loss, in the annual tax return and pay imposta sostitutiva on such gains together with any balance income tax due for such year. Capital losses in excess of capital gains may be carried forward against capital gains realised in any of the four succeeding tax years. Capital losses realised before 1 January 2012 may be carried forward to be offset against subsequent capital gains of the same nature for an overall amount of 62.5 per cent. of the relevant capital losses.

As an alternative to the tax declaration regime, Italian resident individuals holding the Securities not in connection with an entrepreneurial activity may elect to pay the imposta sostitutiva separately on capital gains realised on each sale or redemption of the Securities (the "risparmio amministrato" regime provided for by article 6 of Decree No. 461). Such separate taxation of capital gains is allowed subject to: (i) the Securities being deposited with Italian banks, SIMs or certain authorised financial intermediaries; and (ii) an express valid election for the risparmio amministrato regime being timely made in writing by the relevant Securityholder. The depository is responsible for accounting for imposta sostitutiva in respect of capital gains realised on each sale or redemption of the Securities (as well as in respect of capital gains realised upon the revocation of its mandate), net of any incurred capital loss, and is required to pay the relevant amount to the Italian tax authorities on behalf of the taxpayer, deducting a corresponding amount from the proceeds to be credited to the Securityholder or using funds provided by the Securityholder for this purpose. Under the risparmio amministrato regime, where a sale or redemption of the Securities results in a capital loss, such loss may be deducted from capital gains subsequently realised, within the same securities management, in the same tax year or in the following tax years up to the fourth. Under the risparmio amministrato regime, the Securityholder is not required to declare the capital

gains in the annual tax return. Capital losses realised before 1 January 2012 may be carried forward to be offset against subsequent capital gains of the same nature for an overall amount of 62.5 per cent. of the relevant capital losses.

Any capital gains realised or accrued by Italian resident individuals holding the Securities not in connection with an entrepreneurial activity who have entrusted the management of their financial assets, including the Securities, to an authorised intermediary and have validly opted for the so-called "risparmio gestito" regime (regime provided for by article 7 of Decree No. 461) will be included in the computation of the annual increase in value of the managed assets accrued, even if not realised, at year end, subject to a 20 per cent. substitute tax substitutive tax, to be paid by the managing authorised intermediary. Under this risparmio gestito regime, any depreciation of the managed assets accrued at year end may be carried forward against increase in value of the managed assets accrued in any of the four succeeding tax years. Under the risparmio gestito regime, the Securityholder is not required to declare the capital gains realised in the annual tax return. Depreciation of the management assets accrued before 1 January 2012 may be carried forward to be offset against subsequent increase in value for an overall amount of 62.5 per cent. of the relevant depreciation.

Where an Italian resident Securityholder is a company or similar commercial entity, or the Italian permanent establishment of a foreign commercial entity to which the Securities are effectively connected, capital gains arising from the Securities will not be subject to imposta sostitutiva, but must be included in the relevant Securityholder's income tax return and are therefore subject to Italian corporate tax and, in certain circumstances, depending on the status of the Securityholder, also as a part of the net value of production for Italian regional tax on productive activities (IRAP) purposes.

Any capital gains realised by a investor which is an open-ended or close-ended investment fund (subject to the tax regime provided by Law No. 77 of 23 March 1983, the "Fund") or a SICAV will be included in the result of the relevant portfolio accrued and will not be subject neither to substitutive tax nor to any other income tax in the hands of the Fund or the SICAV.

Any capital gains realised by a Securityholder which is an Italian pension fund (subject to the regime provided by article 17 of the Legislative Decree No. 252 of 5 December 2005) will be included in the result of the relevant portfolio accrued at the end of the tax period, to be subject to the 11 per cent. ad hoc substitute tax.

Capital gains realised by non-Italian resident Securityholders are not subject to Italian taxation, provided that the Securities (i) are transferred on regulated markets, or (ii) if not transferred on regulated markets, are held outside of Italy.

The provisions of the applicable tax treaties against double taxation entered into by Italy apply if more favourable and all the relevant conditions are met.

Atypical securities

Securities that cannot be qualified as securitised derivatives under Article 67 of TUIR and, under a different interpretation of current tax law, Certificates could be considered as 'atypical' securities pursuant to Article 8 of Law Decree No. 512 of 30 September 1983 as implemented by Law No. 649 of 25 November 1983. In this event, payments relating to Securities may be subject to an Italian withholding tax, levied at the rate of 20 per cent.

The withholding tax mentioned above does not apply to payments made to a non-Italian resident holder of the Securities and to an Italian resident holder of the Securities which is (i) a company or similar commercial entity (including the Italian permanent establishment of foreign entities), (ii) a commercial partnership, or (iii) a commercial private or public institution.

The withholding is levied by the Italian intermediary appointed by the Issuer, intervening in the collection of the relevant income or in the negotiation or repurchasing of the Securities.

Payments made by a non-resident Guarantor

With respect to payments made to Italian resident Securityholders by a non-Italian resident Guarantor, in accordance with one interpretation of Italian tax law, any such payment made by the Italian non-resident Guarantor could be treated, in certain circumstances, as a payment made by the relevant Issuer and would thus be subject to the tax regime described in the previous paragraphs of this section.

Inheritance and gift taxes

Pursuant to Law Decree No. 262 of 3 October 2006, ("Decree No. 262"), converted into Law No. 286 of 24 November, 2006, the transfers of any valuable asset (including shares, bonds or other securities) as a result of death or donation are taxed as follows:

transfers in favour of spouses and direct descendants or direct ancestors are subject to an inheritance and gift tax applied at a rate of 4 per cent. on the value of the inheritance or the gift exceeding EUR1,000,000;

transfers in favour of relatives to the fourth degree or relatives-in-law to the third degree, are subject to an inheritance and gift tax applied at a rate of 6 per cent. on the entire value of the inheritance or the gift. Transfers in favour of brothers/sisters are subject to the 6 per cent. inheritance and gift tax on the value of the inheritance or the gift exceeding EUR 100,000; and

any other transfer is, in principle, subject to an inheritance and gift tax applied at a rate of 8 per cent. on the entire value of the inheritance or the gift.

Stamp duty

Pursuant to Article 19(1) of Decree No. 201 of 6 December 2011 ("Decree 201"), a proportional stamp duty applies on an annual basis to the periodic reporting communications sent by financial intermediaries to their clients for the securities deposited therewith. The stamp duty applies at a rate of 0.1 per cent. for year 2012 and at 0.15 per cent. for subsequent years; this stamp duty is determined on the basis of the market value or – if no market value figure is available – the nominal value or redemption amount of the securities held. The stamp duty can be no lower than € 34.20 and, for the year 2012 only, it cannot exceed € 1,200.

Under a preliminary interpretation of the law, it may be understood that the stamp duty applies both to Italian resident and non-Italian resident Noteholders, to the extent that the Notes are held with an Italian-based financial intermediary.

Wealth Tax on securities deposited abroad

Pursuant to Article 19(18) of Decree 201, Italian resident individuals holding the securities outside the Italian territory are required to pay an additional tax at a rate of 0.1 per cent. for 2011 and 2012, and at 0.15 per cent. for subsequent years.

This tax is calculated on the market value of the securities at the end of the relevant year or – if no market value figure is available – the nominal value or the redemption value of such financial assets held outside the Italian territory. Taxpayers are entitled to an Italian tax credit equivalent to the amount of wealth taxes paid in the State where the financial assets are held (up to an amount equal to the Italian wealth tax due).

Implementation in Italy of the EU Savings Directive

Italy has implemented the EU Savings Directive through Legislative Decree No. 84 of 18 April, 2005 ("Decree No. 84"). Under Decree No. 84, subject to a number of important conditions being met, in the case of interest paid to individuals which qualify as beneficial owners of the interest payment and are resident for tax purposes in another Member State, Italian qualified paying agents shall not apply the withholding tax and shall report to the Italian Tax Authorities details of the relevant payments and personal information on the individual beneficial owner. Such information is transmitted by the Italian tax authorities to the competent foreign tax authorities of the State of residence of the beneficial owner.

FINAL TERMS DATED 19 SEPTEMBER 2012

BNP Paribas Arbitrage Issuance B.V.

(incorporated in The Netherlands) (as Issuer)

BNP Paribas (incorporated in France) (as Guarantor)

Warrant and Certificate Programme

Up to 30,000 EUR "Bonus Cap " Certificates relating to Intesa Sanpaolo Shares due 27 September 2013 ISIN Code: NL0010069290

BNP Paribas Arbitrage S.N.C.

(as Manager)

The Securities are offered to the public in the Republic of Italy from 19 September 2012 to 21 September 2012

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 1 June 2012, 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 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") as amended (which includes the amendments made by Directive 2010/73/EU (the “2010 PD Amending Directive”) to the extent that such amendments have been implemented in a relevant Member State). The Base Prospectus dated 1 June 2012 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 such Base Prospectus as so supplemented. Full information on BNP Paribas Arbitrage Issuance B.V. (the "Issuer") and the offer of the Securities is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus and any Supplements to the Base Prospectus are available for viewing on the Netherlands Authority for the Financial Markets’ (Autoriteit Financiële Markten - AFM) website xxx.xxx.xx. and copies of these documents and the Final Terms may be obtained free of charge at BNP Paribas Securities Services, Xxxxx Xxxxxx, Xxx Xxxxxxxx 0, 00000 Xxxxxx, Xxxxx.

SPECIFIC PROVISIONS FOR EACH SERIES

Series Number	No. of Securities issued	No. of Securities	ISIN Code	Common Code	Issue Price per Security	Redemption Date
CE1373UR	Up to 30,000	Up to 30,000	NL0010069290	083212306	EUR 100	27 September 2013

The Redemption Date shall be subject to adjustment in accordance with the Following Business Day Convention.

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: 21 September 2012

4. Issue Date: 26 September 2012

5. Consolidation: Not applicable.

6. Type of Securities: (a) Certificates.

(b) The Securities are Share Securities.

The Certificates are “Bonus Cap” EUR Certificates. Automatic Exercise applies on the Exercise Date.

The Exercise Date is 20 September 2013 , or if such day is not a

Business Day, the immediately subsequent Business Day.

The provisions of Annex 2 (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. Variation of Settlement:

(a) Issuer's option to vary settlement:

The Issuer does not have the option to vary settlement in respect of the Securities.

(b) Variation of Settlement of Physical Delivery Securities:

Not applicable.

11. Relevant Asset(s): Not applicable.

12. Entitlement: Not applicable.

13. Exchange Rate: Not applicable.

14. Settlement Currency: The settlement currency for the payment of the Cash Settlement

Amount is Euro (“EUR”).

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

16. Minimum Trading Size: The minimum trading size will be established by the Italian Stock

Exchange with the notice communicating the first day of trading.

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

18. Registrar: Not applicable.

19. Calculation Agent: BNP Paribas Arbitrage S.N.C., 0 xxx xx Xxxxx, 00000 Xxxxx, Xxxxxx.

20. Governing law: English law.

21. Special conditions or other modifications to the Terms and Conditions:

Minimum exercise number of Securities: 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.

Trading Code of Borsa Italiana is P69290 Condition 6 (General)

The following shall be deemed to be added at the end of the first

paragraph of Condition 6 (General):

"unless such errors or omissions are due to its own wilful misconduct or gross negligence"

Condition 7 (Illegality and Force Majeure):

The following shall be deemed to be deleted from Condition 7.1 (Illegality):

"less the cost to the Issuer and/or its affiliates of unwinding any underlying related hedging arrangements".

The following shall be deemed to be deleted from Condition 7.2 (Force Majeure):

"less the cost to the Issuer and/or its affiliates of unwinding any

underlying related hedging arrangements".

Condition 13 - Substitution of the Issuer or the Guarantor

Condition 13 (2) shall be deemed to be deleted and replaced by the following:

"Where the Issuer is BNPP B.V., BNPP or any previous substituted company, in its capacity as guarantor, may not be substituted by any other company".

Condition 15 - Additional Disruption Events and Optional Additional Disruption Events

The following shall be deemed to be deleted from Condition 15 (Additional Disruption Events and Optional Additional Disruption Events) (2) (c) (i):

"less the cost to the Issuer and/or its affiliates of unwinding any underlying related hedging arrangements (unless otherwise provided in the relevant Final Terms)".

The following shall be deemed to be deleted from Condition 15 (Additional Disruption Events and Optional Additional Disruption Events) (2) (c) (ii):

"less the cost to the Issuer and/or its affiliates of unwinding any underlying related hedging arrangements".

The following sentence shall be deemed to be added at the end of Condition 15 (Additional Disruption Events and Optional Additional Disruption Events) (2) :

"The Calculation Agent will adjust any relevant terms of the Securities as it determines appropriate to preserve the economic equivalent of the obligations of the Issuer under the Securities".

ANNEX 2 (Additional Terms and Conditions for Share Securities)

The following sentence shall be deemed to be added at the end of Paragraph (3) (Potential Adjustment Events) :

"The Calculation Agent will adjust any relevant terms of the Securities as it determines appropriate to preserve the economic equivalent of the obligations of the Issuer under the Securities".

The following shall be deemed to be deleted from Paragraph (4) (2), (d) (i) and (ii):

"less the cost to the Issuer and/or its affiliates of unwinding any underlying related hedging arrangements".

PRODUCT SPECIFIC PROVISIONS

22. Index Securities: Not applicable.

23. Share Securities: Applicable.

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

An ordinary share in the share capital of Intesa Sanpaolo (the "Share Company"), (ISIN Code: IT0000072618/ Reuters Code: ISP.MI / Bloomberg Code: ISP IM <Equity>) (the “Underlying Share").

For the purposes of the Conditions, the Underlying Share shall be deemed to be the Share.

(b) Relative Performance Basket: Not applicable.

(d) Exchange(s): Italian Stock Exchange.

(e) Related Exchange(s): All Exchanges.

(f) Exchange Business Day: Single Share Basis.

(g) Scheduled Trading Day: Single Share Basis.

(h) Weighting: Not applicable.

(i) Settlement Price: The Settlement Price will be calculated on the basis of the Reference Price of the Underlying Share, as determined and published by the Exchange.

(j) Disrupted Day: If the Redemption Valuation Date is a Disrupted Day, the Settlement Price will be calculated on the basis of the provisions contained in Share Security Condition 1.

(k) Specified Maximum Days of Disruption:

Three (3) Scheduled Trading Days.

(l) Valuation Time: The Valuation Time will be the time when the Reference Price of the Underlying Share is determined by the Exchange.

(m) Delayed Redemption on Occurrence of an Extraordinary Event:

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.

(t) Other terms or special conditions: Not applicable.

24. ETI Securities: Not applicable.

25. Debt Securities: Not applicable.

26. Commodity Securities: Not applicable.

27. Inflation Index Securities: Not applicable.

28. Currency Securities: Not applicable.

29. Fund Securities: Not applicable.

30. Market Access Securities: Not applicable.

31. Futures Securities: Not applicable.

32. Credit Securities: Not applicable.

33. Preference Share Certificates: Not applicable.

34. OET Certificates: Not applicable.

35. Additional Disruption Events: Applicable.

Hedging Disruption does not apply to the Securities.

36. Optional Additional Disruption Events: (a) The following Optional Additional Disruption Events apply to the Securities:

Insolvency Filing

(b) Delayed Redemption on Occurrence of an Additional Disruption Event and/or Optional Additional Disruption Event: Not applicable.

37. Knock-in Event: Not applicable.

38. Knock-out Event: Applicable.

A Knock- Out Event shall be deemed to occur if, at the Knock-Out Valuation Time on any Knock-Out Determination Day, the Underlying Share trades at a Level less than or equal to the Knock-Out Level.

(a) Knock-out Level: 65% x ShareInitial

(b) Knock-out Period Beginning Date: The Strike Date.

Applicable.

(d) Knock-out Determination Period: The period beginning on (and including) the Knock-out Period

Beginning Date and ending on (and including) the Knock-out Period Ending Date.

(e) Knock-out Determination Day(s): Any Scheduled Trading Day during the Knock-out Determination

Period.

(f) Knock-out Period Ending Date: The Redemption Valuation Date.

(g) Knock-out Period Ending Date Day Convention:

Applicable.

(h) Knock-out Valuation Time: At any time during a Knock-out Determination Day.

PROVISIONS RELATING TO WARRANTS

39. Provisions relating to Warrants: Not applicable.

PROVISIONS RELATING TO CERTIFICATES

40.	Provisions relating to Certificates:	Applicable.
(a)	Notional Amount of each Certificate:	EUR 100
(b)	Partly Paid Certificates:	The Certificates are not Partly Paid Certificates.
(c)	Interest:	Not applicable.
(d)	Fixed Rate Provisions:	Not applicable.
(e)	Floating Rate Provisions	Not applicable.
(f)	Linked Interest Certificates:	Not applicable.
(g)	Payment of Premium Amount(s):	Not applicable.
(h)	Index Linked Interest Certificates:	Not applicable.
(i)	Share Linked Interest Certificates:	Not applicable.
(j)	ETI Linked Interest Certificates:	Not applicable.
(k)	Debt Linked Interest Certificates:	Not applicable.
(l)	Commodity Linked Interest Certificates:	Not applicable.
(m)	Inflation Index Linked Interest Certificates:	Not applicable.
(n)	Currency Linked Interest Certificates:	Not applicable.
(o)	Fund Linked Interest Certificates:	Not applicable.
(p)	Futures Linked Interest Certificates:	Not applicable.
(q)	Instalment Certificates:	The Certificates are not Instalment Certificates.
(r)	Issuer Call Option:	Not applicable.

(s) Holder Put Option: Not applicable.

(t) Automatic Early Redemption Event: Not applicable.

(u) Cash Settlement Amount:

1) If no Knock-out Event has occurred and, on the Redemption Valuation Date, ShareFinal is strictly less than the Cap Level, each Certificate will be exercised automatically on the Exercise Date and the Holder will receive a payment of a Cash Settlement Amount in accordance with the following provisions:

N x [ MAX ( Bonus Level%;

ShareFinal )]

ShareInitial

2) If no Knock-out Event has occurred and, on the Redemption Valuation Date, ShareFinal is greater than or equal to the Cap Level, each Certificate will be exercised automatically on the Exercise Date and the Holder will receive a payment of a Cash Settlement Amount in accordance with the following provisions:

N x Cap Level%

3) If a Knock-out Event has occurred, each Certificate will be exercised automatically on the Exercise Date and the Holder will receive a payment of a Cash Settlement Amount in accordance with the following provisions:

N x [Min ( ShareFinal

ShareInitial

;Cap Level%)]

Where:

N is the Notional Amount of each Certificate as specified in

§40 (a);

ShareInitial is the Reference Price of the Underlying Share on the Strike Date;

ShareFinal is the Reference Price of the Underlying Share on the Redemption Valuation Date;

Cap Level% =121%;

Cap Level =121% x ShareInitial;

Bonus Level% =121%;

Reference Price of the Share is the "Prezzo di Riferimento" as defined by Borsa Italiana.

Pursuant the Rules of the markets organised and managed by Borsa Italiana S.p.A., each Holder may notify the Issuer that it

		renounces its right to payment of any such Cash Settlement
		Amount, by delivery to the Agent not later than the Renouncement
		Notice Cut-off Time (as defined in §40(v)) of a notice (the "Renouncement Notice", substantially in the form of Part B in
		these Final terms).
		Copies of the Renouncement Notice may be obtained during
		normal business hours from the specified office of any Security Agent.
		If no Renouncement Notice is received before the Renouncement Notice Cut-off Time (as defined in § 40(v)), the Cash Settlement
		Amount shall be paid automatically by the Issuer on the Redemption Date.
		No Renouncement Notice may be withdrawn after receipt thereof by the Agent. After delivery of a Renouncement Notice, the
		relevant Holder may not transfer the Certificates which are the subject of such Renouncement Notice.
(v)	Renouncement Notice Cut-off Time	10.00 a.m. (Milan Time) on the Exercise Date.
(w)	Strike Date:	21 September 2012
(x)	Redemption Valuation Date:	The Scheduled Trading Day immediately preceding the Exercise Date.
(y)	Averaging:	Averaging does not apply to the Certificates.
(z)	Observation Dates:	Not applicable.
(aa)	Observation Period:	Not applicable.
(bb).	Settlement Business Day:	Not applicable.
(cc)	Cut-off Date:	Not applicable.

DISTRIBUTION AND US SALES ELIGIBILITY

41. Selling Restrictions: As described in the Base Prospectus.

(a) Eligibility for sale of Securities in the United States to AIs:

The Securities are not eligible for sale in the United States to AIs.

(b) Eligibility for sale of Securities in the United States to QIBs within the meaning of Rule 144A:

The Securities are not eligible for sale in the United States under Rule 144A to QIBs.

(c) Eligibility for sale of Securities in the United States to QIBs within the meaning of Rule 144A who are also QPs within the meaning of the

The Securities are not eligible for sale in the United States to persons who are QIBs and QPs.

Investment Company Act:

42. Additional U.S. Federal income tax consequences:

Not applicable.

43. Registered broker/dealer: Not applicable.

44. Non exempt Offer: An offer of the Securities may be made by Deutsche Bank S.p.A.

(the "Distributor", and, together with any other entity appointed for the placement of the Securities during the Offer Period, the "Distributors") other than pursuant to Article 3(2) of the Prospectus Directive in the Republic of Italy (the "Public Offer Jurisdiction") during the period from 19 September 2012 until 21 September 2012 during the hours in which the banks are open for business in the Republic of Italy (the "Offer Period").

PROVISIONS RELATING TO COLLATERAL AND SECURITY

45. Collateral Security Conditions: Not applicable.

Purposes of Final Terms

These Final Terms comprise the final terms required for issue, public offering in the Public Offer Jurisdiction and admission to trading on the electronic “Securitised Derivatives Market” (the “SeDeX”) of the Italian Stock Exchange of the Certificates described herein pursuant to the BNP Paribas, BNP Paribas Arbitrage Issuance B.V. Warrant and Certificate Programme.

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. The information included in Part B (the "Other Information") consists of extracts from or summaries of information that is publicly available in respect of the Share. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware and is able to ascertain from information published by the Share Company, no facts have been omitted which would render the reproduced inaccurate or misleading.

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

By Xxxx authorised

PART B – OTHER INFORMATION

1.Listing and Admission to trading:

2.Ratings

The Securities to be issued have not been rated.

The rating of the Guarantor is A2 from Moody's and AA- from Standard and Poor's.

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

3.Risk Factors

As stated in the Base Prospectus.

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

Investors shall also be aware of the fact that the Distributor will receive from the Issuer placement fees implicit in the Issue Price of the Securities equal to a total amount of 2% of the Notional Amount of each Security . All placement fees will be paid out upfront.

Save as described above and discussed in "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.

5. Reasons for the Offer, Estimated Net Proceeds and Total Expenses

Reasons for the offer: The net proceeds from the issue of 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.

Estimated net proceeds: Up to EUR 3,000,000

For the avoidance of doubt, the estimated net proceeds reflect the proceeds to be received by the Issuer on the Issue Date. They do not reflect the fees payable to the Distributor(s).

Estimated total expenses: EUR 3,000 corresponding to the minimum listing fees known to the

Issuer as at the Issue Date.

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

The “Bonus Cap” Certificate is an exercisable Certificate which return is linked to the performance of the Underlying Share and features a Bonus Level. The formula for calculating the Cash Settlement Amount is described in § 40 (u). The structure also features a Cap Level and is not capital protected. The return on such Certificate may well be inferior to the return on a direct investment on the Underlying Share.

During the secondary market period, the price of the Certificate will depend upon market conditions and may be subject to significant fluctuations. Over the investment time period, the yield of the Certificate may well be inferior to the yield of a market neutral-risk investment.

Details of historic performance of the Underlying Share can be obtained from Reuters.

Name of the issuer of the underlying security: Intesa Sanpaolo

Intesa Sanpaolo attracts deposits and offers banking and financial services. The Bank offers consumer credit, asset management, Internet banking, merchant banking, securities brokerage, factoring, and lease financing services, and manages mutual funds. Intesa Sanpaolo operates branches throughout Italy, and offices elsewhere in Europe, Asia, and the United States.

Address

Xxxxxx Xxxxx Xxxxxxx, 00 00000 Xxxxx

Xxxxx

Website: xxx.xxxxxxxxxxxxxx.xxx

ISIN Code of the underlying: See Part A § 23 (a).

Source of information relating to the Underlying Past and future performances and volatility of the Shares are

also notably available on Bloomberg page set out in Part A

§23(a) and on the website of the Exchange where the share is listed.

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

7. Operational Information

Relevant Clearing System(s): Monte Titoli.

8.Terms and Conditions of the Public Offer

Offer Period: From 19 September 2012 to 21 September 2012.

Offer Price: The Issue Price (of which a total amount of 2% of the Notional

Amount of each Security is represented by commissions payable to the Distributor).

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 for any reason, in accordance with the Distributor(s) at any time on or prior to the Issue Date. For the avoidance of doubt, if any application has been made by a potential investor and the Issuer exercises such a right, each such potential investor shall not be entitled to subscribe or otherwise acquire the Securities.

Description of the application process: From 19 September 2012 to, and including, 21 September

2012, or such earlier date as the Issuer determines as notified on or around such earlier date by loading the following link xxxx://xxx.xxxxxxxxxxxxxxx.xxx (the Offer End Date).

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

Application to subscribe for the Securities can be made in Italy through the offices of the Distributor(s). The distribution activity will be carried out in accordance with the usual procedures of the Distributor(s).

Prospective investors will not be required to enter into any contractual arrangements directly with the Issuer in relation to the subscription for the Securities.

Minimum subscription amount per investor: EUR 100.

Maximum subscription amount per investor: 30,000 * Notional Amount.

The maximum amount of application of Securities will be subject only to availability at the time of the application.

There are no pre-identified allotment criteria. The Distributor(s) will adopt allotment criteria that ensure equal treatment of prospective investors. All of the Securities requested through the Distributor(s) during the Offer Period will be assigned up to the maximum amount of the Offer.

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:

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:

In the event that during the Offer Period the requests exceed the total amount of the offer destined to prospective investors the Issuer, in accordance with the Distributor(s), will proceed to early terminate the Offer Period and will immediately suspend the acceptance of further requests.

Not applicable.

The Securities will be issued on the Issue Date against payment to the Issuer by the Distributor(s) of the gross subscription moneys.

The Securities are cleared through the clearing systems and are due to be delivered through the Distributor(s) on or around the Issue Date.

Publication by loading the following link (xxxx://xxx.xxxxxxxxxxxxxxx.xxx) in each case on or around the Issue Date.

Not applicable.

Categories of potential investors to which the Securities are offered:

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 charges to the subscriber or purchaser:

Offers will be made through the Distributor(s) in the Republic of Italy to any person. Qualified investors may be assigned only those Securities remaining after the allocation of all the Securities requested by the public in the Republic of Italy during the Offer Period. Offers (if any) in other EEA countries will only be made by the Distributor(s) pursuant to an exemption from the obligation under the Prospectus Directive as implemented in such countries to publish a prospectus.

Any investor not located in the Republic of Italy should contact its financial advisor for more information, and may only purchase the Securities from its financial advisor, bank or

financial intermediary.

Each investor will be notified by the Distributor(s) of its allocation of Securities after the end of the Offer Period.

No dealings in the Securities may take place prior to the Issue Date.

The Issuer is not aware of any expenses and taxes specifically charged to the subscriber.

For the Offer Price which includes the commissions payable to the Distributor(s) see above "Offer Price".

For details of the tax regime applicable to subscribers in the Republic of Italy, see Schedule hereto.

9. Placing and Underwriting

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

Name and address of the co-ordinator(s) of the

Not applicable.

global offer and of single parts of the offer: Not applicable. Name and address of any paying agents and

depository agents in each country (in addition to the Principal Paying Agent):

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

BNP Paribas Securities Services, Xxxxx Xxxxxx

Xxx Xxxxxxxx 0, 00000 Xxxxxx, Xxxxx.

The placement activity will be carried out by:

Deutsche Bank S.p.A. Xxxxxx xxx Xxxxxxxxxx 0 00000 Xxxxx

Xxxxx

(the Distributor)

The Issuer reserves the right to appoint other distributors during the offering period, which will be communicated to investors by means of a notice published on the website xxxx://xxx.xxxxxxxxxxxxxxx.xxx

(together with the Distributor, the Distributors).

No underwriting commitment is undertaken by the Distributor.

When the underwriting agreement has been or will

be reached: Not applicable.

10.Yield

Not applicable.

11.Historic Interest Rates

Not applicable.

12.Renouncement Notice

RENOUNCEMENT NOTICE

(to be completed by the Holder of the Security)

BNP Paribas Arbitrage Issuance B.V.

Up to 30,000 EUR "Bonus Cap " Certificates relating to Intesa Sanpaolo Shares due 27 September 2013 ISIN Code: NL0010069290

(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:

Series No. of the Securities:

Number of Securities the subject of this notice:

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:_ _

SCHEDULE ITALIAN TAXATION

Prospective investors are advised to consult their own tax advisers concerning the overall tax consequences of their interest in the Securities.

Italian taxation of Securities

sale or redemption of the Securities results in a capital loss, such loss may be deducted from capital gains subsequently realised, within the same securities management, in the same tax year or in the following tax years up to the fourth. Under the risparmio amministrato regime, the Securityholder is not required to declare the capital gains in the annual tax return. Capital losses realised before 1 January 2012 may be carried forward to be offset against subsequent capital gains of the same nature for an overall amount of 62.5 per cent. of the relevant capital losses.

The provisions of the applicable tax treaties against double taxation entered into by Italy apply if more favourable and all the relevant conditions are met.

Atypical securities

The withholding is levied by the Italian intermediary appointed by the Issuer, intervening in the collection of the relevant income or in the negotiation or repurchasing of the Securities.

Payments made by a non-resident Guarantor

Inheritance and gift taxes

any other transfer is, in principle, subject to an inheritance and gift tax applied at a rate of 8 per cent. on the entire value of the inheritance or the gift.

Stamp duty

0.15 per cent. for subsequent years; this stamp duty is determined on the basis of the market value or – if no market value figure is available – the nominal value or redemption amount of the securities held. The stamp duty can be no lower than € 34.20 and, for the year 2012 only, it cannot exceed € 1,200.

Wealth Tax on securities deposited abroad

Implementation in Italy of the EU Savings Directive

paid to individuals which qualify as beneficial owners of the interest payment and are resident for tax purposes in another Member State, Italian qualified paying agents shall not apply the withholding tax and shall report to the Italian Tax Authorities details of the relevant payments and personal information on the individual beneficial owner. Such information is transmitted by the Italian tax authorities to the competent foreign tax authorities of the State of residence of the beneficial owner.

NOTICE TO THE HOLDERS

Up to 30,000 EUR "Bonus Cap " Certificates relating to Intesa Sanpaolo Shares due 27 September 2013 ISIN Code: NL0010069290

This Notice is dated 24 September 2012 and should be read in conjunction with the Final Terms dated 19 September 2012 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 30,000 EUR "Bonus Cap " Certificates relating to Intesa Sanpaolo Shares due 27 September 2013, referred to here above, the total number of Securities to be issued is 30,000 Securities (i.e. EUR 3,000,000) at an issue price of EUR 100 per Security. The Issue Date of the Securities is 26 September 2012.

The Holders are informed that on page 8 of the Final Terms in § 40 (u) Cash Settlement Amount it should be noted that:

ShareInitial is the Reference Price of the Underlying Share on the Strike Date (i.e. EUR 1.2560) Cap Level = 121% x ShareInitial (i.e. EUR 1.5198)

Barrier Level is 65% x ShareInitial (i.e. EUR 0.8164)

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

Application will be made as soon as possible to list the Securities on the Italian Stock Exchange and to admit the Securities for trading described herein on the electronic “Securitised Derivatives Market” (the “SeDeX”) (a regulated market for the purposes of the Markets in financial instruments Directive 2004/39/ CE, the “Regulated Market”) organised and managed by Borsa Italiana S.p.A.

FINAL TERMS DATED 19 SEPTEMBER 2012

BNP Paribas Arbitrage Issuance B.V.

(incorporated in The Netherlands) (as Issuer)

BNP Paribas (incorporated in France) (as Guarantor)

Warrant and Certificate Programme

Up to 20,000 EUR "Bonus Cap " Certificates relating to Mediobanca Shares due 27 September 2013 ISIN Code: NL0010069308

BNP Paribas Arbitrage S.N.C.

(as Manager)

The Securities are offered to the public in the Republic of Italy from 19 September 2012 to 21 September 2012

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 1 June 2012, 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 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") as amended (which includes the amendments made by Directive 2010/73/EU (the “2010 PD Amending Directive”) to the extent that such amendments have been implemented in a relevant Member State). The Base Prospectus dated 1 June 2012 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 such Base Prospectus as so supplemented. Full information on BNP Paribas Arbitrage Issuance B.V. (the "Issuer") and the offer of the Securities is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus and any Supplements to the Base Prospectus are available for viewing on the Netherlands Authority for the Financial Markets’ (Autoriteit Financiële Markten - AFM) website xxx.xxx.xx. and copies of these documents and the Final Terms may be obtained free of charge at BNP Paribas Securities Services, Xxxxx Xxxxxx, Xxx Xxxxxxxx 0, 00000 Xxxxxx, Xxxxx.

SPECIFIC PROVISIONS FOR EACH SERIES

Series Number	No. of Securities issued	No. of Securities	ISIN Code	Common Code	Issue Price per Security	Redemption Date
CE1374UR	Up to 20,000	Up to 20,000	NL0010069308	083212063	EUR 100	27 September 2013

The Redemption Date shall be subject to adjustment in accordance with the Following Business Day Convention.

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: 21 September 2012

4. Issue Date: 26 September 2012

5. Consolidation: Not applicable.

6. Type of Securities: (a) Certificates.

(b) The Securities are Share Securities.

The Certificates are “Bonus Cap” EUR Certificates. Automatic Exercise applies on the Exercise Date.

The Exercise Date is 20 September 2013 , or if such day is not a

Business Day, the immediately subsequent Business Day.

The provisions of Annex 2 (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. Variation of Settlement:

(a) Issuer's option to vary settlement:

The Issuer does not have the option to vary settlement in respect of the Securities.

(b) Variation of Settlement of Physical Delivery Securities:

Not applicable.

11. Relevant Asset(s): Not applicable.

12. Entitlement: Not applicable.

13. Exchange Rate: Not applicable.

14. Settlement Currency: The settlement currency for the payment of the Cash Settlement

Amount is Euro (“EUR”).

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

16. Minimum Trading Size: The minimum trading size will be established by the Italian Stock

Exchange with the notice communicating the first day of trading.

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

18. Registrar: Not applicable.

19. Calculation Agent: BNP Paribas Arbitrage S.N.C., 0 xxx xx Xxxxx, 00000 Xxxxx, Xxxxxx.

20. Governing law: English law.

21. Special conditions or other modifications to the Terms and Conditions:

Minimum exercise number of Securities: 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.

Trading Code of Borsa Italiana is P69308 Condition 6 (General)

The following shall be deemed to be added at the end of the first

paragraph of Condition 6 (General):

"unless such errors or omissions are due to its own wilful misconduct or gross negligence"

Condition 7 (Illegality and Force Majeure):

The following shall be deemed to be deleted from Condition 7.1 (Illegality):

"less the cost to the Issuer and/or its affiliates of unwinding any underlying related hedging arrangements".

The following shall be deemed to be deleted from Condition 7.2 (Force Majeure):

"less the cost to the Issuer and/or its affiliates of unwinding any

underlying related hedging arrangements".

Condition 13 - Substitution of the Issuer or the Guarantor

Condition 13 (2) shall be deemed to be deleted and replaced by the following:

"Where the Issuer is BNPP B.V., BNPP or any previous substituted company, in its capacity as guarantor, may not be substituted by any other company".

Condition 15 - Additional Disruption Events and Optional Additional Disruption Events

The following shall be deemed to be deleted from Condition 15 (Additional Disruption Events and Optional Additional Disruption Events) (2) (c) (i):

"less the cost to the Issuer and/or its affiliates of unwinding any underlying related hedging arrangements (unless otherwise provided in the relevant Final Terms)".

The following shall be deemed to be deleted from Condition 15 (Additional Disruption Events and Optional Additional Disruption Events) (2) (c) (ii):

"less the cost to the Issuer and/or its affiliates of unwinding any underlying related hedging arrangements".

The following sentence shall be deemed to be added at the end of Condition 15 (Additional Disruption Events and Optional Additional Disruption Events) (2) :

"The Calculation Agent will adjust any relevant terms of the Securities as it determines appropriate to preserve the economic equivalent of the obligations of the Issuer under the Securities".

ANNEX 2 (Additional Terms and Conditions for Share Securities)

The following sentence shall be deemed to be added at the end of Paragraph (3) (Potential Adjustment Events) :

"The Calculation Agent will adjust any relevant terms of the Securities as it determines appropriate to preserve the economic equivalent of the obligations of the Issuer under the Securities".

The following shall be deemed to be deleted from Paragraph (4) (2), (d) (i) and (ii):

"less the cost to the Issuer and/or its affiliates of unwinding any underlying related hedging arrangements".

PRODUCT SPECIFIC PROVISIONS

22. Index Securities: Not applicable.

23. Share Securities: Applicable.

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

An ordinary share in the share capital of Mediobanca (the "Share Company"), (ISIN Code: IT0000062957/ Reuters Code: MDBI.MI / Bloomberg Code: MB IM <Equity>) (the “Underlying Share").

For the purposes of the Conditions, the Underlying Share shall be deemed to be the Share.

(b) Relative Performance Basket: Not applicable.

(d) Exchange(s): Italian Stock Exchange.

(e) Related Exchange(s): All Exchanges.

(f) Exchange Business Day: Single Share Basis.

(g) Scheduled Trading Day: Single Share Basis.

(h) Weighting: Not applicable.

(i) Settlement Price: The Settlement Price will be calculated on the basis of the Reference Price of the Underlying Share, as determined and published by the Exchange.

(j) Disrupted Day: If the Redemption Valuation Date is a Disrupted Day, the Settlement Price will be calculated on the basis of the provisions contained in Share Security Condition 1.

(k) Specified Maximum Days of Disruption:

Three (3) Scheduled Trading Days.

(l) Valuation Time: The Valuation Time will be the time when the Reference Price of the Underlying Share is determined by the Exchange.

(m) Delayed Redemption on Occurrence of an Extraordinary Event:

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.

(t) Other terms or special conditions: Not applicable.

24. ETI Securities: Not applicable.

25. Debt Securities: Not applicable.

26. Commodity Securities: Not applicable.

27. Inflation Index Securities: Not applicable.

28. Currency Securities: Not applicable.

29. Fund Securities: Not applicable.

30. Market Access Securities: Not applicable.

31. Futures Securities: Not applicable.

32. Credit Securities: Not applicable.

33. Preference Share Certificates: Not applicable.

34. OET Certificates: Not applicable.

35. Additional Disruption Events: Applicable.

Hedging Disruption does not apply to the Securities.

36. Optional Additional Disruption Events: (a) The following Optional Additional Disruption Events apply to the Securities:

Insolvency Filing

(b) Delayed Redemption on Occurrence of an Additional Disruption Event and/or Optional Additional Disruption Event: Not applicable.

37. Knock-in Event: Not applicable.

38. Knock-out Event: Applicable.

A Knock- Out Event shall be deemed to occur if, at the Knock-Out Valuation Time on any Knock-Out Determination Day, the Underlying Share trades at a Level less than or equal to the Knock-Out Level.

(a) Knock-out Level: 65% x ShareInitial

(b) Knock-out Period Beginning Date: The Strike Date.

Applicable.

(d) Knock-out Determination Period: The period beginning on (and including) the Knock-out Period

Beginning Date and ending on (and including) the Knock-out Period Ending Date.

(e) Knock-out Determination Day(s): Any Scheduled Trading Day during the Knock-out Determination

Period.

(f) Knock-out Period Ending Date: The Redemption Valuation Date.

(g) Knock-out Period Ending Date Day Convention:

Applicable.

(h) Knock-out Valuation Time: At any time during a Knock-out Determination Day.

PROVISIONS RELATING TO WARRANTS

39. Provisions relating to Warrants: Not applicable.

PROVISIONS RELATING TO CERTIFICATES

40.	Provisions relating to Certificates:	Applicable.
(a)	Notional Amount of each Certificate:	EUR 100
(b)	Partly Paid Certificates:	The Certificates are not Partly Paid Certificates.
(c)	Interest:	Not applicable.
(d)	Fixed Rate Provisions:	Not applicable.
(e)	Floating Rate Provisions	Not applicable.
(f)	Linked Interest Certificates:	Not applicable.
(g)	Payment of Premium Amount(s):	Not applicable.
(h)	Index Linked Interest Certificates:	Not applicable.
(i)	Share Linked Interest Certificates:	Not applicable.
(j)	ETI Linked Interest Certificates:	Not applicable.
(k)	Debt Linked Interest Certificates:	Not applicable.
(l)	Commodity Linked Interest Certificates:	Not applicable.
(m)	Inflation Index Linked Interest Certificates:	Not applicable.
(n)	Currency Linked Interest Certificates:	Not applicable.
(o)	Fund Linked Interest Certificates:	Not applicable.
(p)	Futures Linked Interest Certificates:	Not applicable.
(q)	Instalment Certificates:	The Certificates are not Instalment Certificates.
(r)	Issuer Call Option:	Not applicable.

(s) Holder Put Option: Not applicable.

(t) Automatic Early Redemption Event: Not applicable.

(u) Cash Settlement Amount:

N x [ MAX ( Bonus Level%;

ShareFinal )]

ShareInitial

N x Cap Level%

N x [Min ( ShareFinal

ShareInitial

;Cap Level%)]

Where:

N is the Notional Amount of each Certificate as specified in

§40 (a);

ShareInitial is the Reference Price of the Underlying Share on the Strike Date;

ShareFinal is the Reference Price of the Underlying Share on the Redemption Valuation Date;

Cap Level% =115%;

Cap Level =115% x ShareInitial;

Bonus Level% =115%;

Reference Price of the Share is the "Prezzo di Riferimento" as defined by Borsa Italiana.

Pursuant the Rules of the markets organised and managed by Borsa Italiana S.p.A., each Holder may notify the Issuer that it

		renounces its right to payment of any such Cash Settlement
		Amount, by delivery to the Agent not later than the Renouncement
		Notice Cut-off Time (as defined in §40(v)) of a notice (the "Renouncement Notice", substantially in the form of Part B in
		these Final terms).
		Copies of the Renouncement Notice may be obtained during
		normal business hours from the specified office of any Security Agent.
		If no Renouncement Notice is received before the Renouncement Notice Cut-off Time (as defined in § 40(v)), the Cash Settlement
		Amount shall be paid automatically by the Issuer on the Redemption Date.
		No Renouncement Notice may be withdrawn after receipt thereof by the Agent. After delivery of a Renouncement Notice, the
		relevant Holder may not transfer the Certificates which are the subject of such Renouncement Notice.
(v)	Renouncement Notice Cut-off Time	10.00 a.m. (Milan Time) on the Exercise Date.
(w)	Strike Date:	21 September 2012
(x)	Redemption Valuation Date:	The Scheduled Trading Day immediately preceding the Exercise Date.
(y)	Averaging:	Averaging does not apply to the Certificates.
(z)	Observation Dates:	Not applicable.
(aa)	Observation Period:	Not applicable.
(bb).	Settlement Business Day:	Not applicable.
(cc)	Cut-off Date:	Not applicable.

DISTRIBUTION AND US SALES ELIGIBILITY

41. Selling Restrictions: As described in the Base Prospectus.

(a) Eligibility for sale of Securities in the United States to AIs:

The Securities are not eligible for sale in the United States to AIs.

(b) Eligibility for sale of Securities in the United States to QIBs within the meaning of Rule 144A:

The Securities are not eligible for sale in the United States under Rule 144A to QIBs.

(c) Eligibility for sale of Securities in the United States to QIBs within the meaning of Rule 144A who are also QPs within the meaning of the

The Securities are not eligible for sale in the United States to persons who are QIBs and QPs.

Investment Company Act:

42. Additional U.S. Federal income tax consequences:

Not applicable.

43. Registered broker/dealer: Not applicable.

44. Non exempt Offer: An offer of the Securities may be made by Deutsche Bank S.p.A.

PROVISIONS RELATING TO COLLATERAL AND SECURITY

45. Collateral Security Conditions: Not applicable.

Purposes of Final Terms

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. The information included in Part B (the "Other Information") consists of extracts from or summaries of information that is publicly available in respect of the Share. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware and is able to ascertain from information published by the Share Company, no facts have been omitted which would render the reproduced inaccurate or misleading.

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

By Xxxx authorised

PART B – OTHER INFORMATION

1.Listing and Admission to trading:

2.Ratings

The Securities to be issued have not been rated.

The rating of the Guarantor is A2 from Moody's and AA- from Standard and Poor's.

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

3.Risk Factors

As stated in the Base Prospectus.

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

5. Reasons for the Offer, Estimated Net Proceeds and Total Expenses

Reasons for the offer: The net proceeds from the issue of 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.

Estimated net proceeds: Up to EUR 2,000,000

For the avoidance of doubt, the estimated net proceeds reflect the proceeds to be received by the Issuer on the Issue Date. They do not reflect the fees payable to the Distributor(s).

Estimated total expenses: EUR 3,000 corresponding to the minimum listing fees known to the

Issuer as at the Issue Date.

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

Details of historic performance of the Underlying Share can be obtained from Reuters.

Name of the issuer of the underlying security: Mediobanca

Mediobanca S.p.A. is an investment bank in Italy, offering advisory services to domestic and international customers, and providing finance in its various forms from more traditional bank credit to the most sophisticated solutions available on capital markets. Banking activities on the retail side include consumer credit and mortgages offered alongside deposit gathering and wealth management.

Address

Xxxxxxxxx Xxxxxx Xxxxxx 0 00000 Xxxxx

Xxxxx

Website: xxx.xxxxxxxxxx.xx

ISIN Code of the underlying: See Part A § 23 (a).

Source of information relating to the Underlying Past and future performances and volatility of the Shares are

also notably available on Bloomberg page set out in Part A

§23(a) and on the website of the Exchange where the share is listed.

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

7. Operational Information

Relevant Clearing System(s): Monte Titoli.

8.Terms and Conditions of the Public Offer

Offer Period: From 19 September 2012 to 21 September 2012.

Offer Price: The Issue Price (of which a total amount of 2% of the Notional

Amount of each Security is represented by commissions payable to the Distributor).

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

Description of the application process: From 19 September 2012 to, and including, 21 September

2012, or such earlier date as the Issuer determines as notified on or around such earlier date by loading the following link xxxx://xxx.xxxxxxxxxxxxxxx.xxx (the Offer End Date).

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

Application to subscribe for the Securities can be made in Italy through the offices of the Distributor(s) and, subject to availability, through the trading-online platform. The distribution activity will be carried out in accordance with the usual procedures of the Distributor(s).

Prospective investors will not be required to enter into any contractual arrangements directly with the Issuer in relation to the subscription for the Securities.

Minimum subscription amount per investor: EUR 100.

Maximum subscription amount per investor: 20,000 * Notional Amount.

The maximum amount of application of Securities will be subject only to availability at the time of the application.

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:

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:

Not applicable.

The Securities will be issued on the Issue Date against payment to the Issuer by the Distributor(s) of the gross subscription moneys.

The Securities are cleared through the clearing systems and are due to be delivered through the Distributor(s) on or around the Issue Date.

Publication by loading the following link (xxxx://xxx.xxxxxxxxxxxxxxx.xxx) in each case on or around the Issue Date.

Not applicable.

Categories of potential investors to which the Securities are offered:

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 charges to the subscriber or purchaser:

Any investor not located in the Republic of Italy should contact its financial advisor for more information, and may only purchase the Securities from its financial advisor, bank or financial intermediary.

Each investor will be notified by the Distributor(s) of its

allocation of Securities after the end of the Offer Period.

No dealings in the Securities may take place prior to the Issue Date.

The Issuer is not aware of any expenses and taxes specifically charged to the subscriber.

For the Offer Price which includes the commissions payable to

the Distributor(s) see above "Offer Price".

For details of the tax regime applicable to subscribers in the Republic of Italy, see Schedule hereto.

9. Placing and Underwriting

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

Name and address of the co-ordinator(s) of the

Not applicable.

global offer and of single parts of the offer: Not applicable. Name and address of any paying agents and

depository agents in each country (in addition to the Principal Paying Agent):

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

BNP Paribas Securities Services, Xxxxx Xxxxxx

Xxx Xxxxxxxx 0, 00000 Xxxxxx, Xxxxx.

The placement activity will be carried out by:

Deutsche Bank S.p.A. Xxxxxx xxx Xxxxxxxxxx 0 00000 Xxxxx

Xxxxx

(the Distributor)

(together with the Distributor, the Distributors).

No underwriting commitment is undertaken by the Distributor.

When the underwriting agreement has been or will

be reached: Not applicable.

10.Yield

Not applicable. 11.Historic Interest Rates Not applicable.

12.Renouncement Notice

RENOUNCEMENT NOTICE

(to be completed by the Holder of the Security)

BNP Paribas Arbitrage Issuance B.V.

Up to 20,000 EUR "Bonus Cap " Certificates relating to Mediobanca Shares due 27 September 2013 ISIN Code: NL0010069308

(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:

Series No. of the Securities:

Number of Securities the subject of this notice:

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:_ _

SCHEDULE ITALIAN TAXATION

Prospective investors are advised to consult their own tax advisers concerning the overall tax consequences of their interest in the Securities.

Italian taxation of Securities

The provisions of the applicable tax treaties against double taxation entered into by Italy apply if more favourable and all the relevant conditions are met.

Atypical securities

The withholding is levied by the Italian intermediary appointed by the Issuer, intervening in the collection of the relevant income or in the negotiation or repurchasing of the Securities.

Payments made by a non-resident Guarantor

Inheritance and gift taxes

any other transfer is, in principle, subject to an inheritance and gift tax applied at a rate of 8 per cent. on the entire value of the inheritance or the gift.

Stamp duty

Wealth Tax on securities deposited abroad

Implementation in Italy of the EU Savings Directive

NOTICE TO THE HOLDERS

Up to 20,000 EUR "Bonus Cap " Certificates relating to Mediobanca Shares due 27 September 2013 ISIN Code: NL0010069308

Further to the public offer in Italy by BNP Paribas Arbitrage Issuance B.V. (the Issuer) of Up to 20,000 EUR "Bonus Cap " Certificates relating to Mediobanca Shares due 27 September 2013, referred to here above, the total number of Securities to be issued is 20,000 Securities (i.e. EUR 2,000,000) at an issue price of EUR 100 per Security. The Issue Date of the Securities is 26 September 2012.

The Holders are informed that on page 8 of the Final Terms in § 40 (u) Cash Settlement Amount it should be noted that:

ShareInitial is the Reference Price of the Underlying Share on the Strike Date (i.e. EUR 4.2100) Cap Level = 115% x ShareInitial (i.e. EUR 4.8415)

Barrier Level is 65% x ShareInitial (i.e. EUR 2.7365)

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

FINAL TERMS DATED 19 SEPTEMBER 2012

BNP Paribas Arbitrage Issuance B.V.

(incorporated in The Netherlands) (as Issuer)

BNP Paribas (incorporated in France) (as Guarantor)

Warrant and Certificate Programme

Up to 20,000 EUR "Bonus Cap " Certificates relating to Unicredit Shares due 27 September 2013 ISIN Code: NL0010069316

BNP Paribas Arbitrage S.N.C.

(as Manager)

The Securities are offered to the public in the Republic of Italy from 19 September 2012 to 21 September 2012

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 1 June 2012, 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 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") as amended (which includes the amendments made by Directive 2010/73/EU (the “2010 PD Amending Directive”) to the extent that such amendments have been implemented in a relevant Member State). The Base Prospectus dated 1 June 2012 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 such Base Prospectus as so supplemented. Full information on BNP Paribas Arbitrage Issuance B.V. (the "Issuer") and the offer of the Securities is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus and any Supplements to the Base Prospectus are available for viewing on the Netherlands Authority for the Financial Markets’ (Autoriteit Financiële Markten - AFM) website xxx.xxx.xx. and copies of these documents and the Final Terms may be obtained free of charge at BNP Paribas Securities Services, Xxxxx Xxxxxx, Xxx Xxxxxxxx 0, 00000 Xxxxxx, Xxxxx.

SPECIFIC PROVISIONS FOR EACH SERIES

Series Number	No. of Securities issued	No. of Securities	ISIN Code	Common Code	Issue Price per Security	Redemption Date
CE1375UR	Up to 20,000	Up to 20,000	NL0010069316	083211687	EUR 100	27 September 2013

The Redemption Date shall be subject to adjustment in accordance with the Following Business Day Convention.

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: 21 September 2012

4. Issue Date: 26 September 2012

5. Consolidation: Not applicable.

6. Type of Securities: (a) Certificates.

(b) The Securities are Share Securities.

The Certificates are “Bonus Cap” EUR Certificates. Automatic Exercise applies on the Exercise Date.

The Exercise Date is 20 September 2013 , or if such day is not a

Business Day, the immediately subsequent Business Day.

The provisions of Annex 2 (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. Variation of Settlement:

(a) Issuer's option to vary settlement:

The Issuer does not have the option to vary settlement in respect of the Securities.

(b) Variation of Settlement of Physical Delivery Securities:

Not applicable.

11. Relevant Asset(s): Not applicable.

12. Entitlement: Not applicable.

13. Exchange Rate: Not applicable.

14. Settlement Currency: The settlement currency for the payment of the Cash Settlement

Amount is Euro (“EUR”).

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

16. Minimum Trading Size: The minimum trading size will be established by the Italian Stock

Exchange with the notice communicating the first day of trading.

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

18. Registrar: Not applicable.

19. Calculation Agent: BNP Paribas Arbitrage S.N.C., 0 xxx xx Xxxxx, 00000 Xxxxx, Xxxxxx.

20. Governing law: English law.

21. Special conditions or other modifications to the Terms and Conditions:

Minimum exercise number of Securities: 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.

Trading Code of Borsa Italiana is P69316 Condition 6 (General)

The following shall be deemed to be added at the end of the first

paragraph of Condition 6 (General):

"unless such errors or omissions are due to its own wilful misconduct or gross negligence"

Condition 7 (Illegality and Force Majeure):

The following shall be deemed to be deleted from Condition 7.1 (Illegality):

"less the cost to the Issuer and/or its affiliates of unwinding any underlying related hedging arrangements".

The following shall be deemed to be deleted from Condition 7.2 (Force Majeure):

"less the cost to the Issuer and/or its affiliates of unwinding any

underlying related hedging arrangements".

Condition 13 - Substitution of the Issuer or the Guarantor

Condition 13 (2) shall be deemed to be deleted and replaced by the following:

"Where the Issuer is BNPP B.V., BNPP or any previous substituted company, in its capacity as guarantor, may not be substituted by any other company".

Condition 15 - Additional Disruption Events and Optional Additional Disruption Events

The following shall be deemed to be deleted from Condition 15 (Additional Disruption Events and Optional Additional Disruption Events) (2) (c) (i):

"less the cost to the Issuer and/or its affiliates of unwinding any underlying related hedging arrangements (unless otherwise provided in the relevant Final Terms)".

The following shall be deemed to be deleted from Condition 15 (Additional Disruption Events and Optional Additional Disruption Events) (2) (c) (ii):

"less the cost to the Issuer and/or its affiliates of unwinding any underlying related hedging arrangements".

The following sentence shall be deemed to be added at the end of Condition 15 (Additional Disruption Events and Optional Additional Disruption Events) (2) :

"The Calculation Agent will adjust any relevant terms of the Securities as it determines appropriate to preserve the economic equivalent of the obligations of the Issuer under the Securities".

ANNEX 2 (Additional Terms and Conditions for Share Securities)

The following sentence shall be deemed to be added at the end of Paragraph (3) (Potential Adjustment Events) :

"The Calculation Agent will adjust any relevant terms of the Securities as it determines appropriate to preserve the economic equivalent of the obligations of the Issuer under the Securities".

The following shall be deemed to be deleted from Paragraph (4) (2), (d) (i) and (ii):

"less the cost to the Issuer and/or its affiliates of unwinding any underlying related hedging arrangements".

PRODUCT SPECIFIC PROVISIONS

22. Index Securities: Not applicable.

23. Share Securities: Applicable.

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

An ordinary share in the share capital of Unicredit (the "Share Company"), (ISIN Code: IT0004781412/ Reuters Code: CRDI.MI / Bloomberg Code: UCG IM <Equity>) (the “Underlying Share").

For the purposes of the Conditions, the Underlying Share shall be deemed to be the Share.

(b) Relative Performance Basket: Not applicable.

(d) Exchange(s): Italian Stock Exchange.

(e) Related Exchange(s): All Exchanges.

(f) Exchange Business Day: Single Share Basis.

(g) Scheduled Trading Day: Single Share Basis.

(h) Weighting: Not applicable.

(i) Settlement Price: The Settlement Price will be calculated on the basis of the Reference Price of the Underlying Share, as determined and published by the Exchange.

(j) Disrupted Day: If the Redemption Valuation Date is a Disrupted Day, the Settlement Price will be calculated on the basis of the provisions contained in Share Security Condition 1.

(k) Specified Maximum Days of Disruption:

Three (3) Scheduled Trading Days.

(l) Valuation Time: The Valuation Time will be the time when the Reference Price of the Underlying Share is determined by the Exchange.

(m) Delayed Redemption on Occurrence of an Extraordinary Event:

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.

(t) Other terms or special conditions: Not applicable.

24. ETI Securities: Not applicable.

25. Debt Securities: Not applicable.

26. Commodity Securities: Not applicable.

27. Inflation Index Securities: Not applicable.

28. Currency Securities: Not applicable.

29. Fund Securities: Not applicable.

30. Market Access Securities: Not applicable.

31. Futures Securities: Not applicable.

32. Credit Securities: Not applicable.

33. Preference Share Certificates: Not applicable.

34. OET Certificates: Not applicable.

35. Additional Disruption Events: Applicable.

Hedging Disruption does not apply to the Securities.

36. Optional Additional Disruption Events: (a) The following Optional Additional Disruption Events apply to the Securities:

Insolvency Filing

(b) Delayed Redemption on Occurrence of an Additional Disruption Event and/or Optional Additional Disruption Event: Not applicable.

37. Knock-in Event: Not applicable.

38. Knock-out Event: Applicable.

A Knock- Out Event shall be deemed to occur if, at the Knock-Out Valuation Time on any Knock-Out Determination Day, the Underlying Share trades at a Level less than or equal to the Knock-Out Level.

(a) Knock-out Level: 60% x ShareInitial

(b) Knock-out Period Beginning Date: The Strike Date.

Applicable.

(d) Knock-out Determination Period: The period beginning on (and including) the Knock-out Period

Beginning Date and ending on (and including) the Knock-out Period Ending Date.

(e) Knock-out Determination Day(s): Any Scheduled Trading Day during the Knock-out Determination

Period.

(f) Knock-out Period Ending Date: The Redemption Valuation Date.

(g) Knock-out Period Ending Date Day Convention:

Applicable.

(h) Knock-out Valuation Time: At any time during a Knock-out Determination Day.

PROVISIONS RELATING TO WARRANTS

39. Provisions relating to Warrants: Not applicable.

PROVISIONS RELATING TO CERTIFICATES

40.	Provisions relating to Certificates:	Applicable.
(a)	Notional Amount of each Certificate:	EUR 100
(b)	Partly Paid Certificates:	The Certificates are not Partly Paid Certificates.
(c)	Interest:	Not applicable.
(d)	Fixed Rate Provisions:	Not applicable.
(e)	Floating Rate Provisions	Not applicable.
(f)	Linked Interest Certificates:	Not applicable.
(g)	Payment of Premium Amount(s):	Not applicable.
(h)	Index Linked Interest Certificates:	Not applicable.
(i)	Share Linked Interest Certificates:	Not applicable.
(j)	ETI Linked Interest Certificates:	Not applicable.
(k)	Debt Linked Interest Certificates:	Not applicable.
(l)	Commodity Linked Interest Certificates:	Not applicable.
(m)	Inflation Index Linked Interest Certificates:	Not applicable.
(n)	Currency Linked Interest Certificates:	Not applicable.
(o)	Fund Linked Interest Certificates:	Not applicable.
(p)	Futures Linked Interest Certificates:	Not applicable.
(q)	Instalment Certificates:	The Certificates are not Instalment Certificates.
(r)	Issuer Call Option:	Not applicable.

(s) Holder Put Option: Not applicable.

(t) Automatic Early Redemption Event: Not applicable.

(u) Cash Settlement Amount:

N x [ MAX ( Bonus Level%;

ShareFinal )]

ShareInitial

N x Cap Level%

N x [Min ( ShareFinal

ShareInitial

;Cap Level%)]

Where:

N is the Notional Amount of each Certificate as specified in

§40 (a);

ShareInitial is the Reference Price of the Underlying Share on the Strike Date;

ShareFinal is the Reference Price of the Underlying Share on the Redemption Valuation Date;

Cap Level% =117%;

Cap Level =117% x ShareInitial;

Bonus Level% =117%;

Reference Price of the Share is the "Prezzo di Riferimento" as defined by Borsa Italiana.

Pursuant the Rules of the markets organised and managed by Borsa Italiana S.p.A., each Holder may notify the Issuer that it

		renounces its right to payment of any such Cash Settlement
		Amount, by delivery to the Agent not later than the Renouncement
		Notice Cut-off Time (as defined in §40(v)) of a notice (the "Renouncement Notice", substantially in the form of Part B in
		these Final terms).
		Copies of the Renouncement Notice may be obtained during
		normal business hours from the specified office of any Security Agent.
		If no Renouncement Notice is received before the Renouncement Notice Cut-off Time (as defined in § 40(v)), the Cash Settlement
		Amount shall be paid automatically by the Issuer on the Redemption Date.
		No Renouncement Notice may be withdrawn after receipt thereof by the Agent. After delivery of a Renouncement Notice, the
		relevant Holder may not transfer the Certificates which are the subject of such Renouncement Notice.
(v)	Renouncement Notice Cut-off Time	10.00 a.m. (Milan Time) on the Exercise Date.
(w)	Strike Date:	21 September 2012
(x)	Redemption Valuation Date:	The Scheduled Trading Day immediately preceding the Exercise Date.
(y)	Averaging:	Averaging does not apply to the Certificates.
(z)	Observation Dates:	Not applicable.
(aa)	Observation Period:	Not applicable.
(bb).	Settlement Business Day:	Not applicable.
(cc)	Cut-off Date:	Not applicable.

DISTRIBUTION AND US SALES ELIGIBILITY

41. Selling Restrictions: As described in the Base Prospectus.

(a) Eligibility for sale of Securities in the United States to AIs:

The Securities are not eligible for sale in the United States to AIs.

(b) Eligibility for sale of Securities in the United States to QIBs within the meaning of Rule 144A:

The Securities are not eligible for sale in the United States under Rule 144A to QIBs.

(c) Eligibility for sale of Securities in the United States to QIBs within the meaning of Rule 144A who are also QPs within the meaning of the

The Securities are not eligible for sale in the United States to persons who are QIBs and QPs.

Investment Company Act:

42. Additional U.S. Federal income tax consequences:

Not applicable.

43. Registered broker/dealer: Not applicable.

44. Non exempt Offer: An offer of the Securities may be made by Deutsche Bank S.p.A.

PROVISIONS RELATING TO COLLATERAL AND SECURITY

45. Collateral Security Conditions: Not applicable.

Purposes of Final Terms

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. The information included in Part B (the "Other Information") consists of extracts from or summaries of information that is publicly available in respect of the Share. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware and is able to ascertain from information published by the Share Company, no facts have been omitted which would render the reproduced inaccurate or misleading.

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

By Xxxx authorised

PART B – OTHER INFORMATION

1.Listing and Admission to trading:

2.Ratings

The Securities to be issued have not been rated.

The rating of the Guarantor is A2 from Moody's and AA- from Standard and Poor's.

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

3.Risk Factors

As stated in the Base Prospectus.

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

Investors shall also be aware of the fact that the Distributor will receive from the Issuer placement fees implicit in the Issue Price of the Securities equal to a total amount of 2.00% of the Notional Amount of each Security . All placement fees will be paid out upfront.

5. Reasons for the Offer, Estimated Net Proceeds and Total Expenses

Reasons for the offer: The net proceeds from the issue of 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.

Estimated net proceeds: Up to EUR 2,000,000

For the avoidance of doubt, the estimated net proceeds reflect the proceeds to be received by the Issuer on the Issue Date. They do not reflect the fees payable to the Distributor(s).

Estimated total expenses: EUR 3,000 corresponding to the minimum listing fees known to the

Issuer as at the Issue Date.

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

Details of historic performance of the Underlying Share can be obtained from Reuters.

Name of the issuer of the underlying security: Unicredit

UniCredit attracts deposits and offers commercial banking services. The Bank offers consumer credit, mortgages, life insurance, business loan, investment banking, asset management, and other services. UniCredit operates worldwide.

Address

Xxxxxx Xxxxxxxx 00000 Xxxxx Xxxxx

Website: xxx.xxxxxxxxxxxxxx.xx.xx

ISIN Code of the underlying: See Part A § 23 (a).

Source of information relating to the Underlying Past and future performances and volatility of the Shares are

also notably available on Bloomberg page set out in Part A

§23(a) and on the website of the Exchange where the share is listed.

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

7. Operational Information

Relevant Clearing System(s): Monte Titoli.

8.Terms and Conditions of the Public Offer

Offer Period: From 19 September 2012 to 21 September 2012.

Offer Price: The Issue Price (of which a total amount of 2.00% of the

Notional Amount of each Security is represented by commissions payable to the Distributor).

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

Description of the application process: From 19 September 2012 to, and including, 21 September

2012, or such earlier date as the Issuer determines as notified on or around such earlier date by loading the following link xxxx://xxx.xxxxxxxxxxxxxxx.xxx (the Offer End Date).

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

Prospective investors will not be required to enter into any contractual arrangements directly with the Issuer in relation to the subscription for the Securities.

Minimum subscription amount per investor: EUR 100.

Maximum subscription amount per investor: 20,000 * Notional Amount.

The maximum amount of application of Securities will be subject only to availability at the time of the application.

will be assigned up to the maximum amount of the Offer.

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:

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:

Not applicable.

The Securities will be issued on the Issue Date against payment to the Issuer by the Distributor(s) of the gross subscription moneys.

The Securities are cleared through the clearing systems and are due to be delivered through the Distributor(s) on or around the Issue Date.

Publication by loading the following link (xxxx://xxx.xxxxxxxxxxxxxxx.xxx) in each case on or around the Issue Date.

Not applicable.

Categories of potential investors to which the Securities are offered:

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 charges to the subscriber or purchaser:

Any investor not located in the Republic of Italy should contact its financial advisor for more information, and may only purchase the Securities from its financial advisor, bank or

financial intermediary.

Each investor will be notified by the Distributor(s) of its allocation of Securities after the end of the Offer Period.

No dealings in the Securities may take place prior to the Issue Date.

The Issuer is not aware of any expenses and taxes specifically charged to the subscriber.

For the Offer Price which includes the commissions payable to the Distributor(s) see above "Offer Price".

For details of the tax regime applicable to subscribers in the Republic of Italy, see Schedule hereto.

9. Placing and Underwriting

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

Name and address of the co-ordinator(s) of the

Not applicable.

global offer and of single parts of the offer: Not applicable. Name and address of any paying agents and

depository agents in each country (in addition to the Principal Paying Agent):

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

BNP Paribas Securities Services, Xxxxx Xxxxxx

Xxx Xxxxxxxx 0, 00000 Xxxxxx, Xxxxx.

The placement activity will be carried out by:

Deutsche Bank S.p.A. Xxxxxx xxx Xxxxxxxxxx 0 00000 Xxxxx

Xxxxx

(the Distributor)

(together with the Distributor, the Distributors).

No underwriting commitment is undertaken by the Distributor.

When the underwriting agreement has been or will

be reached: Not applicable.

10.Yield

Not applicable. 11.Historic Interest Rates Not applicable.

12.Renouncement Notice

RENOUNCEMENT NOTICE

(to be completed by the Holder of the Security)

BNP Paribas Arbitrage Issuance B.V.

Up to 20,000 EUR "Bonus Cap " Certificates relating to Unicredit Shares due 27 September 2013 ISIN Code: NL0010069316

(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:

Series No. of the Securities:

Number of Securities the subject of this notice:

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:_ _

SCHEDULE ITALIAN TAXATION

Prospective investors are advised to consult their own tax advisers concerning the overall tax consequences of their interest in the Securities.

Italian taxation of Securities

The provisions of the applicable tax treaties against double taxation entered into by Italy apply if more favourable and all the relevant conditions are met.

Atypical securities

The withholding is levied by the Italian intermediary appointed by the Issuer, intervening in the collection of the relevant income or in the negotiation or repurchasing of the Securities.

Payments made by a non-resident Guarantor

Inheritance and gift taxes

any other transfer is, in principle, subject to an inheritance and gift tax applied at a rate of 8 per cent. on the entire value of the inheritance or the gift.

Stamp duty

Wealth Tax on securities deposited abroad

Implementation in Italy of the EU Savings Directive

NOTICE TO THE HOLDERS

Up to 20,000 EUR "Bonus Cap " Certificates relating to Unicredit Shares due 27 September 2013 ISIN Code: NL0010069316

Further to the public offer in Italy by BNP Paribas Arbitrage Issuance B.V. (the Issuer) of Up to 20,000 EUR "Bonus Cap " Certificates relating to Unicredit Shares due 27 September 2013, referred to here above, the total number of Securities to be issued is 20,000 Securities (i.e. EUR 2,000,000) at an issue price of EUR 100 per Security. The Issue Date of the Securities is 26 September 2012.

The Holders are informed that on page 8 of the Final Terms in § 40 (u) Cash Settlement Amount it should be noted that:

ShareInitial is the Reference Price of the Underlying Share on the Strike Date (i.e. EUR 3.4600) Cap Level = 117% x ShareInitial (i.e. EUR 4.0482)

Barrier Level is 60% x ShareInitial (i.e. EUR 2.0760)

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

TERMS AND CONDITIONS OF THE SECURITIES

The following is the text of the Terms and Conditions of the Securities which will include the additional terms and conditions contained in Annex 1 in the case of Index Securities, the additional terms and conditions contained in Annex 2 in the case of Share Securities, the additional terms and conditions contained in Annex 3 in the case of ETI Securities, the additional terms and conditions contained in Annex 4 in the case of Debt Securities, the additional terms and conditions contained in Annex 5 in the case of Commodity Securities, the additional terms and conditions contained in Annex 6 in the case of Inflation Index Securities, the additional terms and conditions contained in Annex 7 in the case of Currency Securities, the additional terms and conditions contained in Annex 8 in the case of Fund Securities, the additional terms and conditions contained in Annex 9 in the case of Market Access 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 Credit Securities, the additional terms and conditions contained in Annex 12 in the case of Secured Securities, the additional terms and conditions contained in Annex 13 in the case of Preference Share Certificates, the additional terms and conditions contained in Annex 14 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 Securities. The applicable Final Terms in relation to any issue of Securities may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with the Terms and Conditions, replace or modify the Terms and Conditions for the purpose of such 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 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.

The series of Securities described in the applicable Final Terms (in so far as it relates to such series of Securities) (such Securities being hereinafter referred to as the "Securities") are issued by whichever of BNP Paribas Arbitrage Issuance B.V. ("BNPP B.V.") or BNP Paribas ("BNPP") is specified as the Issuer in the applicable Final Terms (the "Issuer") and references to the Issuer shall be construed accordingly. Securities will be either warrants ("Warrants") or certificates ("Certificates"), as specified in the applicable Final Terms, and references in these Terms and Conditions to "Security", "Securities", "Warrant", "Warrants", "Certificate" and "Certificates" will be construed accordingly.

The Securities are issued pursuant to an Agency Agreement dated 1 June 2012 (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 "Guarantor"), BNP Paribas Securities Services S.C.A. in Amsterdam as agent (if specified in the applicable Final Terms as Agent in respect of the 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 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 Securities, the "Principal Security Agent"), BNP Paribas Securities Services S.C.A. as agent (if specified in the applicable Final Terms as Agent in respect of the Securities, 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 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 Italian security 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 to be executed (and which may be amended and/or supplemented from time to time, the "Finnish Agency Agreement") between BNPP B.V., BNPP and the Euroclear Finland security agent specified in the applicable Final Terms, which shall be such account operator specifically authorised by Euroclear Finland and appointed by the relevant Issuer as an issuing and paying 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 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 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 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 applicable Final Terms for the Securities supplements these Terms and Conditions and may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with these Terms and Conditions, supplement, replace or modify these Terms and Conditions for the purposes of the 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 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 Securities issued pursuant to Condition 12 and forming a single series with the Securities) (which, for the avoidance of doubt, may be issued in respect of more than one series of Securities) insofar as they relate to the 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 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 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 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 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 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)(iv); "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 3 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 Business Day" is as defined in Condition 32(b)(viii);

"Amsterdam Security Agent" is as defined in paragraph 3 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); "BNPP" is as defined in paragraph 2 of these Terms and Conditions; "BNPP B.V." is as defined in paragraph 2 of these Terms and Conditions;

"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 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 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 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 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 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 4 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 2 of these Terms and Conditions; "Change in Law" is as defined in Condition 15.1;

"Chinese QFII" means an entity outside the People's Republic of China which meets the requirements of the Measures and is approved by the China Securities Regulatory Commission to invest in Chinese securities markets and has obtained the quota from the State Administration of Foreign Exchange ("Qualified Foreign Institutional Investors") where "Measures" means the Measures on the Administration of Qualified Foreign Institutional Investors Investing in Domestic Securities;

"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;

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BNP PARIBAS ARBITRAGE ISSUANCE

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