SVENSK ÖVERSÄTTNING AV PROSPEKTSAMMANFATTNINGEN

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SVENSK ÖVERSÄTTNING AV PROSPEKTSAMMANFATTNINGEN

Denna sammanfattning skall läsas som en introduktion till detta Grundprospektet och varje beslut att investera i Värdepapperen skall ske med beaktande av detta Grundprospektet i sin helhet, inklusive dokument som infogats genom hänvisningar. Till följd av implementeringen av relevanta bestämmelser i Prospektdirektivet i varje Medlemsstat inom det Europeiska Ekonomiska Samarbetsområdet kommer inget civilrättsligt ansvar kunna åläggas några Ansvariga Personer i någon sådan Medlemsstat på grundval av denna Sammanfattning, såvida den inte är missvisande, felaktig eller oförenlig med de andra delarna av Basprospektet. Om krav grundat på informationen i detta Basprospekt framställs vid domstol i en Medlemsstat inom det Europeiska Ekonomiska Samarbetet kan käranden komma att vara skyldig att bekosta översättningen av detta Basprospekt i enlighet med nationell rätt i den Medlemsstat där kravet har framställts, innan det rättsliga förfarandet inleds.

Ord och uttryck som definieras i ”Riskfaktorer” (”Risk Factors”), i tillämpliga Villkor (”Conditions”) samt i tillämpliga Slutliga Villkor (”Final Terms”) skall ha samma betydelse i denna Sammanfattning.

Emittenter BNP Paribas Arbitrage Issuance B.V. (”BNPP B.V.”)

BNP Paribas (”BNPP” eller ”Bank”, och tillsammans med dess dotterbolag, ”Koncernen”)

Borgensman BNP Paribas

Beskrivning av BNPP B.V. 1. Nyckelinformation avseende BNPP B.V.:

BNPP B.V. är ett privat aktiebolag med begränsat ansvar enligt gällande Nederländsk rätt, vars syfte och huvudsakliga mål är att emittera och förvärva alla slags finansiella instrument, och att å Koncernens olika enheters vägnar ingå avtal i samband med detta.

2. Aktiekapital per den 31 december 2011:

Dess aktiekapital per den 31 december 2010 uppgår till 225.000 euro som är uppdelat på 225.000 aktier om 1 euro vardera. Dess fullt betalda och emitterade aktiekapital per den 31 december 2011 uppgår till 45.379 euro uppdelat på 45.379 aktier om 1 euro vardera.

3. Utvald finansiell nyckelinformation: I euro

	2011-12-31	2010-12-31
Intäkter	317.178	414.357
Nettoinkomst, Koncernandel	21.233	28.537
Total balansräkning	00.000.000.000	00.000.000.000
Eget kapital (Koncernandel)	366.883	345.650

Beskrivning av BNPP 1. Nyckelinformation avseende BNNP

BNPP är ett franskt aktiebolag (Fr: société anonyme) som innehar banklicens. BNPP och dess konsoliderade dotterbolag (Koncernen) är ledande inom Europa vad gäller tillhandahållande av tjänster rörande bank- och finans, och den har fyra retail banking-marknader i Europa, nämligen i Belgien, Frankrike, Italien och Luxemburg.

2. Aktiekapital per den 31 december 2011:

2.415.491.972 euro som representeras av 1.207.745.986 fullt betalda aktier med ett nominellt belopp om 2 euro vardera (inklusive registreringen sedan 31 december 2011 av utfärdandet av 6.088 aktier tecknade till följd av aktieoptionsplaner).

3. Huvudsaklig verksamhet och marknad:

BNP Paribas har en nyckelposition inom sina tre verksamhetsområden:

 Retail Banking, innefattar ett antal Inhemska Marknader (inklusive filialnätverk i Frankrike, Italien och Belgien), en internationell Retail Banking-enhet (grupperande retail-nätverk i Europa, Medelhavsområdet och USA) samt en Finansieringsenhet avseende privatpersoner, marknadsledande inom kundkredit;

 Investeringslösningar; erbjuder en rad produkter och lösningar över hela världen vilka ger högt mervärde, för att tillmötesgå alla behov som enskilda, företags- och institutionella investerare kan ha, inklusive Private Banking (BNP Paribas Wealth Management), Asset Management (BNP Paribas Investment Partners), Fastigheter (BNP Paribas Real Estate), Försäkring (BNP Paribas Cardif) och tjänster avseende värdepapperisering, (BNP Paribas Securities Services); och

 Corporate och Investment Banking (CIB); tillhandahåller i huvudsak finansiella, rådgivande och kapitalmarknadsrelaterande tjänster. CIBs huvudsakliga syfte är att utveckla och upprätthålla långvariga klientrelationer, att bistå klienter i deras expansions- och investeringsstrategier och att tillhandahålla globala lösningar till deras behov vad gäller finansiering, finansiella råd och risk management.

4. Utvald nyckelinformation:

I miljoner euro
	2011-12-31	2010-12-31
Intäkter	42.384	43.880
Riskkostnad	(6.797)	(4.802)

Nettoinkomst,	6.050	7,843
Koncernandel
Kärnkapitalkvot	9,6%	9,2%
Kapitalkvot	11,6%	11,4%
Total konsoliderad balansräkning	1.965.283	1.998.158
Konsoliderade lån och fordringar som kunderna är skyldiga	665.834	684.686
Konsoliderade poster som banken är skyldig kunderna	546.284	580.913
Aktieägarnas aktiekapital (Koncernandel)	75.370	74.632

Beskrivning av Programmet Warrant och Certifikatprogram

Riskfaktorer (Emittenter) Det finns vissa faktorer som kan påverka varje Emittents förmåga att

uppfylla dess åtaganden för Värdepapperen emitterade under Programmet och (där det är tillämpligt) Borgensmannens förpliktelser enligt Xxxxxxxx.

Tio huvudsakliga risker är förknippade med Bankens verksamhet:

 Kreditrisk;

 Motpartsrisk;

 Marknadsrisk;

 Operationell risk (inklusive compliance- och ryktesrisk);

 Fondförvaltningsansvarsrisk;

 Likviditets- och refinansieringssrisk;

 Försäkringsteckningsrisk;

 Break-even-risk (dvs risk för att ådra sig verksamhetsförlust orsakat av förändring i det ekonomiska klimatet som har lett till en nedgång i intäkterna jämte otillräcklig kostnadselasticitet)

 Strategirisk; och

 Koncentrationsrisk.

Svåra marknadsvillkor och ekonomiska villkor skulle i framtiden kunna komma att få en väsentlig negativ inverkan på verksamhetsmiljön för finansiella institutioner och således på Bankens finansiella förutsättningar, verksamhetsresultat och riskkostnader.

Lagstiftningsåtgärder och myndighetstillsynsåtgärder till följd av den globala finanskrisen kan väsentligen påverka BNPP och den finansiella och ekonomiska miljö där den bedriver sin verksamhet.

BNPP:s tillgång till och kostnader för finansiering skulle kunna påverkas negativt av fortsatt försämring av euroområdets statsskuldskris, sämre konjunkturläge, kreditnedvärdering eller andra faktorer.

En väsentlig ökning i nya avsättningar, eller ett underskott i de avsättningsnivåer som tidigare bokförts skulle negativt kunna påverka Bankens verksamhetsresultat och finansiella förutsättningar.

Banken kan lida allvarliga förluster vid handels- och investeringsaktiviteter till följd av marknadsrörelser och volatilitet.

Banken kan generera lägre intäkter från mäkleri och andra courtage- och avgiftsbaserade affärsområden under marknadsnedgångar.

Utdragna marknadsnedgångar kan minska likviditeten i marknaderna, vilket försvårar försäljning av tillgångar och riskerar att leda till väsentliga förluster.

Påtagliga räntekursförändringar kan påverka Bankens intäkter eller lönsamhet negativt.

Andra finansiella instituts och marknadsaktörers soliditet och uppträdande skulle kunna påverka Banken negativt.

Bankens konkurrensställning kan skadas om dess rykte kommer till skada.

En störning eller ett avbrott i Bankens informationssystem kan resultera i förlorade uppdrag eller andra förluster.

Oförutsedda externa händelser kan störa Bankens verksamhet och orsaka påtagliga förluster och tillkommande kostnader.

Banken är föremål för omfattande och utvecklande näringsrättsliga krav i länderna och regionerna i vilka den bedriver verksamhet.

Trots Bankens policy för riskhantering, rutiner och metoder, kan den vara exponerad mot oidentifierade eller oförutsedda risker, vilket kan leda till väsentliga förluster.

Bankens hedgingstrategier kan kanske inte förebygga förluster.

Banken kan få svårigheter att integrera förvärvade företag och kan vara oförmögen att uppfylla de fördelar som förväntas av dess förvärv.

Intensiv konkurrens, särskilt i Frankrike, där den har den enskilt största koncentrationen av dess verksamheter, kan påverka Bankens intäkter och lönsamhet negativt.

Följande risker förknippas med BNPP B.V.: BNPP B.V. är ett operationellt bolag. BNPP B.V.:s enda verksamhet är att ta upp och låna pengar genom att emittera värdepapper såsom Köpoptioner eller Certifikat eller andra förpliktelser. BNPP B.V. har inga, och kommer inte att ha, tillgångar utöver hedging-arrangemang (OTC-relaterade kontrakt som nämns i

Årsredovisningarna), kontanter och avgifter som skall betalas till den, eller andra tillgångar den har förvärvat, i respektive fall i samband med emittering av värdepapper eller ingåendet av andra därtill hänförliga förpliktelser från tid till annan. Nettointäkterna från varje emission av Värdepapper utgiven av Emittenten kommer att utgöra de huvudsakliga medlen för BNPP B.V. BNPP B.V. använder sådana intäkter för att bibehålla positioner i options- eller future-kontrakt eller andra hedging- instrument (”Hedgingavtal”) och/eller, för Säkerställda Värdepapper, för att förvärva Säkerhetstillgångar. BNPP B.V.:s förmåga att uppfylla sina åtaganden under Värdepapper emitterade av bolaget kommer att bero på mottagandet av betalningar under relevanta Hedgingavtal. Följaktligen är Innehavare av BNPP B.V.-Värdepapper, under beaktande av relevant Garanti, exponerade mot förmågan hos motparterna i sådana Hedgingavtal att uppfylla sina skyldigheter under dessa Hedgingavtal. Värdepapper som säljs i USA eller till en Amerikansk Person kan vara belagda med överlåtelserestriktioner.

Riskfaktorer (Värdepapper) Det finns vissa faktorer som spelar roll för syftena att uppskatta

marknadsriskerna förknippade med de Värdepapper som emitteras under Programmet. Dessa anges under ”Riskfaktorer” nedan och inkluderar exponering mot ett eller flera index, aktier, globala depositionsbevis (”GDB”), amerikanska depositionsbevis (”ADB”), rättigheter i en börshandlad fond, börshandlad obligation, börshandlad råvara eller annan börshandlad produkt (var och en ett ”börshandlat instrument”), skuldsedel, råvaror och/eller råvaruindex, inflationsindex, valuta, fondenhet eller, terminskontrakt, preferensaktier och/eller krediten för en eller flera referensenheter (var och en, en ”Underliggande Referens”), leverage, ränta, faktorer som påverkar värde och kurspris för Värdepapper, vissa överväganden avseende hedging, specifika risker i förhållande till Indexrelaterade Värdepapper, Aktierelaterade Värdepapper, Råvaruindexrelaterade Värdepapper, ETI, Skuldrelaterade Värdepapper, Råvarurelaterade Värdepapper, Inflationsindexrelaterade Värdepapper, Valutarelaterade Värdepapper, Fondvärdepapper, Terminsrelaterade Värdepapper, Kreditrelaterade Värdepapper, Preferensaktiecertifikat, Säkerställda Värdepapper och Hybridvärdepapper (var och en enligt definition nedan), specifika risker i förhållande till Värdepapper kopplade till en Underliggande Referens från en tillväxt- eller utvecklingsmarknad, specifika risker i förhållande till Dynamiska Värdepapper, begränsningar avseende minsta enhet för handel av Värdepapper, begränsningar avseende utövande av och tidsfördröjning efter utövande av Warrants, möjlighet att variera avräkning, frånvaro av förutbestämd förfallotid när det gäller Open- end-certifikat och OET-certifikat, marknadsstörning eller misslyckande av öppnande av en handelsplats, avräkningsstörning, ytterligare störningshändelser, potentiella justeringshändelser eller extraordinära händelser som påverkar aktier eller fondandelar, räntor på börshandlade instrument eller extraordinära fondhändelser, utgifter och beskattning, olaglighet, innehavarmöten, information efter emissioner, lagändring, effekter av försämrad kreditrating, potentiella intressekonflikter och möjlig illikviditet för Värdepapperna i andrahandsmarknaden.

Under särskilda omständigheter kan Innehavarna förlora hela värdet av sina investeringar.

Värdepapper Värdepapper kan emitteras som indexrelaterade Värdepapper (”Indexrelaterade Värdepapper”), aktierelaterade GDB/ADB- Värdepapper (”Aktierelaterade GDB/ADB-Värdepapper”), börshandlade instrument (”ETI-relaterade Värdepapper”), skuldrelaterade Värdepapper (”Skuldrelaterade Värdepapper”), råvarurelaterade Värdepapper (”Råvarurelaterade Värdepapper”), inflationsindexrelaterade Värdepapper (”Inflationsindexrelaterade Värdepapper”), valutarelaterade värdepapper (”Valutarelaterade Värdepapper”), Fondvärdepapper (”Fondvärdepapper”), terminskontrakt-Värdepapper (”Terminskontrakt-Värdepapper”), kreditrelaterade värdepapper (”Kreditrelaterade Värdepapper”) eller open-end-turbo-certifikat (”OET-certifikat”), vilka kommer att lösas in på det datum som Emittenten fastställer efter eget bestämmande, villkorat av det som föreskrivs häri eller preferensaktiecertifikat som är kopplade till särskilda preferensaktier som har emitterats av BNP Paribas Synergy Limited (”Preferensaktiecertifikat”) eller någon ytterligare typ av warrant eller certifikat, inklusive hybridvärdepapper (”Hybridvärdepapper”) varigenom den Underliggande Referensen kan utgöra valfri kombination av sådana index, aktier, GDB, ADB, räntor på börshandlade instrument, skuldesedlar, valutor, råvaror, inflationsindex, valuta, fondandelar eller enheter, terminskontrakt, krediten hos särskilda referensenheter eller andra tillgångsklasser eller slag.

Avräkning Värdepapper kan avräknas kontant eller genom fysisk avräkning.

Under vissa omständigheter kan Emittenten eller Innehavaren variera avräkningen av Värdepapperen.

Indexrelaterade Värdepapper Betalningar avseende Indexrelaterade Värdepapper kommer att beräknas

genom referens till ett eller flera index enligt tillämpliga Slutliga Villkor. Indexrelaterade Värdepapper kan kopplas till ett index eller flera index som bland annat innefattar referens-equities, obligationer, egendom och/eller andra tillgångar eller referensunderlag (inklusive ett eller flera custom- index som är etablerade, beräknade och/eller sponsrade av BNPP och/eller av dess filialer).

Indexrelaterade Värdepapper kan vara föremål för cancellering eller förtida inlösen eller justering om ett Index modifieras eller cancelleras och det inte finns något efterträdande index som är godtagbart för Beräkningsagenten, om Index-sponsorn misslyckas med att beräkna och annonsera Indexet, eller om vissa händelser inträffar (såsom olaglighet, störningar eller kostnadsökningar) inträffar med avseende på Emittentens eller något av dess koncernföretag hedgingarrangemang.

Om vissa störningshändelser inträffar avseende värdering av ett Index, kommer sådan värdering att senareläggas och kan utföras av Beräkningsagenten. Betalningar kan också senareläggas.

Aktierelaterade Värdepapper Betalningar avseende Aktierelaterade Värdepapper kommer att beräknas

genom referens till en eller flera aktier, ADB och/eller GDB (tillsammans hänvisade till som ”Aktier” och var för sig ”Aktie”) enligt tillämpliga Slutliga Villkor. Aktierelaterade Värdepapper kan också föreskriva avräkning genom fysisk leverans av Berättigandet.

Aktierelaterade Värdepapper kan vara föremål för cancellering eller förtida inlösen eller justering (inklusive avseende värdering och under vissa omständigheter aktie-utbyten) om vissa företagshändelser (såsom händelser som påverkar värdet på en Aktie (inklusive uppdelningar eller sammanslagningar av Aktier, eller vad gäller GDB och ADB, Underliggande Aktier, extraordinära utdelningar, re-denominering av en Aktie eller capital calls); avnotering av en Aktie eller en Underliggande Aktie, insolvens, fusion eller nationalisering av en emittent av Aktier eller Underliggande Aktier; ett uppköpserbjudande eller omvandling av en Aktie eller en Underliggande Aktie inträffar, om vissa händelser (såsom olaglighet, störningar eller kostnadsökningar) inträffar med avseende på Emittentens eller något av dess koncernföretags hedgingarrangemang, eller om konkursansökan görs för en emittent av Aktier eller Underliggande Aktie.

ETI-relaterade Värdepapper Betalningar avseende ETI-relaterade Värdepapper kommer att beräknas

genom referens till andelar i en eller fler börshandlade instrument enligt tillämpliga Slutliga Villkor. ETI-relaterade Värdepapper kan också föreskriva avräkning genom fysisk leverans av Berättigandet.

Skuldrelaterade Värdepapper Betalningar avseende Skuldrelaterade Värdepapper kommer att beräknas

genom referens till en eller flera skuldsedlar enligt tillämpliga Slutliga Villkor. Skuldrelaterade Värdepapper kan också föreskriva avräkning genom fysisk leverans av Berättigandet.

Råvarurelaterade Värdepapper Betalningar avseende Råvarurelaterade Värdepapper kommer att beräknas

med referens till en eller flera råvaror eller råvaruindex enligt tillämpliga Slutliga Villkor.

Råvarurelaterade Värdepapper kan vara föremål för justering (inklusive avseende värderingar) om vissa händelser inträffar med avseende på en Råvara, ett Råvaruindex eller Indexkomponent (såsom en handelsstörning, upphörandet av eller störning av publicering av ett referenspris; och under vissa omständigheter en ändring av formeln för att beräkna ett referenspris; eller en ändring i innehållet i en Råvara), en störningshändelse avseende en indexkomponent eller störningshändelse avseende ett index med anledning av ett Råvaruindex.

Råvarurelaterade Värdepapper kan vara föremål för cancellering eller förtida inlösen eller justering om ett Råvaruindex modifieras eller cancelleras och det inte finns något efterträdande index som är godtagbart för Beräkningsagenten, om Råvaruindex-sponsorn inte beräknar och annonserar Råvaruindexet eller om vissa händelser inträffar (såsom olaglighet eller störningar) med avseende på Emittentens eller något av

dess koncernföretags hedingarrangemang.

Inflationsindexrelaterade Värdepapper

Betalningar avseende Inflationsindexrelaterade Värdepapper kommer att beräknas genom referens till ett eller flera inflationsindex enligt tillämpliga Slutliga Villkor.

Valutarelaterade Värdepapper Betalningar avseende Valutarelaterade Värdepapper kommer att beräknas

genom referens till en eller flera utländska valutor enligt tillämpliga Slutliga Villkor.

Fondvärdepapper Betalningar avseende Fondvärdepapper kommer att beräknas med referens till enheter, andelar eller intressen i en ensam fond eller en pott av fonder på sådana villkor som anges i tillämpliga Slutliga Villkor. Fondvärdepapper kan också föreskriva avräkning genom fysiskt leverans av Berättigandet.

Fondvärdepapper kan vara föremål för cancellering eller förtida inlösen eller justering (inklusive avseende värdering och fondutbyte) om vissa företagshändelser (såsom insolvens (eller motsvarande händelse) inträffar med avseende på en fond; rättstvist mot, eller regulatoriska händelser inträffar med avseende på en fond; inställande av teckning eller inlösen av en fond; vissa ändringar av en Fonds tillgångars nettovärde; eller justeringar av en Fonds investeringsmål eller förvaltningstyp) inträffar, om vissa störningshändelser avseende värdering eller avräkning inträffar med avseende på en fond, eller om vissa händelser (såsom olaglighet, störningar eller kostnadsökningar) inträffar med avseende på Emittentens eller något av dess koncernföretags hedgingarrangemang.

Terminsrelaterade Värdepapper Betalningar vad gäller terminsrelaterade Värdepapper kommer att beräknas

genom referens till en eller flera Terminsrelaterade Värdepapper såsom framgår utav de tillämpliga Slutgiltiga Villkoren.

Kreditrelaterade Värdepapper Värdepapper för vilka betalningar kopplade till krediten för en specifik

enhet eller enheter kommer att emitteras på sådana villkor som anges i tillämpliga Slutliga Villkor.

Om Villkor för Avräkning är uppfyllda kommer varje Värdepapper att lösas in genom betalning av (i) Auktionsavräkningsbeloppet om Auktionsavräkning tillämpas som Avräkningsmetod (såvida inte Fallback- avräkning inträffar, då Fallback-avräkningsmetoden ska tillämpas), (ii) Kontantavräkningsbeloppet, om Kontantavräkning tillämpas som Avräkningsmetod, eller (iii) genom Leverans av de Levererbara Förpliktelserna som anges i Anmälan om Fysisk Leverans och betalning av avrundat belopp för Fysisk Avräkningsjustering, om Fysisk Leverans tillämpas som Avräkningsmetod, såsom framgår mer detaljerat under ”Villkor för Värdepapperen”.

Vissa Värdepapper kan vara anknutna till en finansiell institutions kredit, där en av Emittentens filialer deponerar. Om Villkoren för Avräkning är uppfyllda vad gäller sådana Värdepapper, kommer vardera Värdepapper att lösas in till dess Belopp vid händelse av Kreditavräkning.

OET- certifikat OET–certifikat kommer att lösas in i förtid på det datum som Emittenten

efter eget bestämmande fastställer, villkorat av vad som anges i ”Villkor för Värdepapperen” och de tillämpliga Slutliga Villkoren.

Betalningar avseende OET-certifikat kommer att beräknas genom referens till en aktie, andelar i ett börshandlat instrument, index, valuta, terminskontrakt eller råvara, såsom anges i de tillämpliga Slutliga Villkoren.

OET-certifikat kan vara föremål för förtida inlösen eller justering om vissa händelser (såsom händelser som påverkar relevanta aktier, andelar i ett börshandlat instrument, index, valuta, terminskontrakt eller råvara) inträffar med avseende på den underliggande tillgången.

Preferensaktiecertifikat Betalningar med avseende på Preferensaktiecertifikaten kommer att

beräknas utifrån utvecklingen för en enskild specifik preferensaktie som innehas av BNP Paribas Synergy Limited (”Emmitenten av Preferensaktier”).

Preferensaktiecertifikaten kommer att vara föremål för förtida inlösen om särskilda bolagshändelser inträffar (såsom insolvens, fusion eller nationalisering av Emittenten av Preferensaktier eller anbud), eller om särskilda händelser inträffar med hänsyn till Emittenten eller någon av filialernas hedging-arrangemang (såsom olaga avbrott eller kostnadsökningar), eller om ansökan om konkurs görs med avseende på Emmitenten av Preferensaktierna eller om Emittenten, eller något av dess koncernbolag, får meddelande från Emittenten av Preferensaktier om att aktuell preferensaktie skall lösas in före Datumet för Inlösen.

Hybridvärdepapper Betalningar avseende Hybridvärdepapper kommer att beräknas genom

referens till en kombination av Underliggande Referenser enligt tillämpliga Slutliga Villkor.

Warrants Warrants kan vara Amerikanska Warrants eller Europeiska Warrants. Amerikanska Warrants kan utövas på det sätt som Värdepappersvillkoren på en Utövande- och Bankdag under Utövandeperioden. Europeiska Warrants kan utövas på det sätt som anges i ”Värdepappersvillkoren” på Utövandedagen. Kontantavräknade Warrants kan utövas automatiskt.

Certifikat Certifikat (andra än Utövningsbara Certifkat) kommer att lösas in på Inlösendagen, med förbehåll för vad som anges i ”Värdepappers- villkoren”, såsom ändrade och/eller kompletterade av tillämpliga Slutliga Villkor. Utövingsbara Certifikat kommer att automatiskt utövas på Utövningsdagen.

Ränta Certifikat kan ackumulera ränta på basis av en fast eller rörlig räntesats eller genom referens till utvecklingen för en eller flera Underliggande Referenser.

Fysisk Avräkning För att ta emot Berättigandet måste en Innehavare, vad gäller Certifikat, leverera en vederbörligen färdigställd asset transfer notice på specificerad cut-off dagen och, vad gäller alla Värdepapper, betala alla Skatter och Kostnader och, vad gäller Warrants, relevant Utövandepris.

Om vissa händelser eller omständigheter inträffar vid avräkning kan avräkningsdagen senareläggas och under vissa omständigheter kommer Emittenten vara berättigad att betala ett kontantbelopp i stället för fysisk leverans.

Värdepapperens förmånsrätt Värdepapperen kan vara säkerställda eller icke säkerställda.

Värdepapperens status kommer att framgå av de tillämpliga Slutgiltiga Villkoren.

Värdepapperen (utom de Säkerställda Värdepapperen) är icke efterställda och oprioriterade förpliktelser för Emittenten och rankar i förmånsrättshänseende lika sinsemellan.

Säkerställda Värdepapperen utgör sådana oprioriterade och icke efterställda förpliktelser för BNPP B.V. och kommer ha samma inbördes förmånsrätt. För sådana Prioriterade Värdepapper ställer BNPP B.V., för både sin egen och de aktuella Innehavararnas räkning, till förmån för Säkerhetsagenten, säkerhet över tillgångar (”Säkerhetstillgångar”) innevarande på konton hos förvaltare eller bank (”Säkerhetskonto”). En eller flera serier av de Prioriterade Värdepapperen kan säkerställas av en gemensam pool av Säkerhetstillgångar (”Säkerhetspool”). Säkerhetstillgångarna i en sådan Säkerhetspool måste utgöras av Godtagbara Tillgångar och kan innefatta deponerade kontanter, skuldrelaterade värdepapper, aktierelaterade värdepapper och/eller aktier, enheter eller andra intressen i ett Gemensamt Investeringsschema eller andra sådana tillgångar som anges i tillämpliga Slutliga Villkor. De Slutliga Villkoren anger vilka Säkerhetstillgångar som ingår i sådan Säkerhetspool för en serie Prioriterade Värdepapper och huruvida Emittenten ställer säkerhet avseende de Säkerställda Värdepapperens nominella värde (”Nominell Säkerhet”), en del av de Säkerställda Värdepapperens nominella värde (”Xxxxxx Xxxxxxxx Säkerhet”), de Säkerställda Värdepapperens aktuella marknadsvärde (”MTM-Säkerhet”), eller en del av de Säkerställda Värdepapperens aktuella marknadsvärde (”Delvis MTM-Säkerhet”). Emittenten kommer inte att inneha Säkerhetstillgångar med anledning av Säkerställda Värdepapper om Emittenten eller någon av dess koncernbolag är de Säkerställda Värdepapprens ägare (beneficial owner). Dessutom i de fall då de Säkerställda Värdepapprena utgörs av Säkerhetstillgångsrelaterade Värdepapper, skall Emittenten ställa Xxxxxxxx Säkerhet avseende det underliggande beloppet för de Säkerhetstillgångsrelaterade Värdepapprena samt marknadsmässig säkerhet avseende den Option som Emittenten har ingått med anledning av de Säkerhetstillgångsrelaterade Värdepapprena, enligt ”Värdepappersvillkoren”.

Vid en realisation eller annan verkställighetsåtgärd av en säkerhet i en Säkerhetspool och för det fall det belopp som inflyter till Innehavarna för en serie Säkerställda Värdepapper understiger det förfallna beloppet för sådana Säkerställda Värdepapper ska sådant underskott oåterkallerligt garanteras av BNPP. Vissa serier av de Säkerställda Värdepappren kan, i syfte att undvika eventuellt underskott, föreskriva att verkställigheten av säkerhetsintresset i en Säkerhetspool ska medföra att Säkerhetstillgångarna

eller dess motsvarande värde överlämnas till Innehavarna istället för att säljas. Då en Utebliven Säkerhetstillgång är en tillämplig Valfri Ytterligare Störningshändelse, blir Innehavarna av sådana Säkerställda Värdepapper exponerade mot Referenssäkerhetstillgångsemittentens kredit (med anledning av Säkerhetstillgångsrelaterade Värdepapper) eller Säkerhetstillgångsemittentens kredit (med anledning av andra Säkerställda Värdepapper där en Utebliven Säkerhetstillgång är en tillämplig Valfri Ytterligare Störningshändelse). Till följd av en Utebliven Säkerhetstillgång skall de Säkerställda Värdepapprena lösas in genom leverans av samtliga eller vissa av Säkerhetstillgångarna och/eller betalning av ett belopp länkat till försäljningsintäkterna avseende sådana Säkerhetstillgångar, på sätt som angivits i ”Värdepappersvillkoren” tillsammans med, vad avser Värdepapperrelaterade Säkerhetstillgångar, ett belopp länkat till det aktuella marknadsvärde av den Option som Emittenten har ingått i samband med de Säkerställda Värdepapprena, i enlighet med ”Värdepappersvillkoren”.

Säkerhet När Emittenten är BNPP B.V., den aktuella Säkerheten är en icke efterställd och oprioriterad förpliktelse för BNPP och kommer att ha samma förmånsrätt som sina andra föreliggande och framtida icke efterställda och oprioriterad förpliktelser, med undantag som från tid till annan kan komma att krävas enligt fransk lag.

Skatter och Kostnader Innehavare av Värdepapper är skyldig att betala alla specificerade skatter

och kostnader förknippade med Värdepapperna.

Emittenten ska från alla belopp som ska betalas eller från tillgångar som ska levereras till Innehavare dra av alla Relaterade Utgifter som inte tidigare har dragits av från belopp betalade eller Tillgångar levererade till Innehavare.

Investerare bör noggrant granska Beskattningsavsnittet

Rating Ratingen för vissa serier av Värdepapper som skall emitteras under Programmet kan anges i de tillämpliga Slutgiltiga Villkoren. Huruvida kreditratingen som ansökts om för aktuella serier av Värdepapper kommer att tilldelas av ett kreditratinginstitut som etablerats inom den Europeiska Unionen och som registrerats enligt förordning (EG) nr 1060/2009 (inklusive ändringar) kommer att framgå i de tillämpliga Slutgiltiga Villkoren. Se också ”Kreditratings återger inte alla risker” i Riskfaktorer nedan.

Notering och upptagande till handel Värdepapper i vissa Serier kan komma att noteras och upptas till handel på

Euronext Amsterdam, Italienbörsen, Luxemburgbörsen, EuroMTF- Marknaden, Euronext Paris, Euronext Bryssel, NASDAQ OMX Helsinki Ltd., Nordic Growth Market eller vid någon annan sådan börs, i enlighet med vad som anges i tillämpliga Slutliga Villkor, och referenser till notering skall förstås i enlighet med detta. Tillämpliga Slutliga Villkor kommer att, om det är relevant, inkludera information om det relevanta marknadssegment på börsen på vilken Värdepappren kommer att noteras.

Försäljningsbegränsning Det föreligger försäljningsbegränsningar avseende erbjudande och

försäljning av Värdepapperen och distributionen av erbjudandematerial – se vidare ”Erbjudande och Försäljning” (”Offering and Sale”) nedan.

Gällande rätt Värdepapperna, till dem hörande Garantier och (endast vad gäller Värdepapper som regleras av engelsk lag) alla utomobligatoriska förpliktelser som uppkommer från eller i samband med dessa kommer att lyda under tvingande, engelsk eller fransk lag såsom anges i de tillämpliga Slutliga Villkoren.

BASE PROSPECTUS

DATED 1 JUNE 2012

BNP Paribas Arbitrage Issuance B.V.

(incorporated in The Netherlands) (as Issuer)

BNP Paribas

(incorporated in France) (as Issuer and Guarantor)

Warrant and Certificate Programme

This document (the "Base Prospectus") constitutes a base prospectus in respect of the Programme (as defined below). Any Securities (as defined below) issued on or after the date of this Base Prospectus are issued subject to the provisions herein. This does not affect any Securities issued before the date of this Base Prospectus. This Base Prospectus constitutes a base prospectus for the purpose of Article 5.4 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 of the European Economic Area.

Under the terms of the Warrant and Certificate Programme (the "Programme"), each of BNP Paribas Arbitrage Issuance B.V. ("BNPP B.V.") and BNP Paribas ("BNPP" or the "Bank" and, together with BNPP B.V., the "Issuers" and each an "Issuer") may from time to time issue warrants ("Warrants") or certificates ("Certificates" and, together with the Warrants, "Securities") of any kind including, but not limited to, Warrants or Certificates relating to a specified index or a basket of indices, a specified share, global depositary receipt ("GDR") or American depositary receipt ("ADR") or a basket of shares, ADRs and/or GDRs, a specified interest in an exchange traded fund, an exchange traded note, an exchange traded commodity or other exchange traded product (each an "exchange traded instrument") or a basket of interests in exchange traded instruments, a specified debt instrument or a basket of debt instruments, a specified currency or a basket of currencies, a specified commodity or commodity index, or a basket of commodities and/or commodity indices, a specified inflation index or a basket of inflation indices, a specified fund share or unit or basket of fund shares or units, a specified futures contract or basket of futures contracts, or the credit of a specified entity or entities, open end Certificates ("Open End Certificates") and open end turbo Certificates ("OET Certificates") and any other types of Securities including hybrid Securities whereby the underlying asset(s) may be any combination of such indices, shares, interests in exchange traded instruments, debt, currency, commodities, inflation indices, fund shares or units, future contracts, credit of specified entities, or other asset classes or types. Each issue of Securities will be issued on the terms set out herein which are relevant to such Securities under "Terms and Conditions of the Securities" (the "Conditions") and, in each case, on such final terms as will be set out in the final terms to be issued in respect of such Securities (the "Final Terms"), a form of which is contained in this Base Prospectus. References herein to the Final Terms may include, in the case of U.S. Securities, (x) a supplement to the Base Prospectus under Article 16 of the Prospectus Directive or (y) a prospectus.

The Securities shall be governed by either English law ("English Law Securities") or French law ("French Law Securities"), as specified in the relevant Final Terms, and the corresponding provisions in the Conditions will apply to such Securities. Only English Law Securities will be U.S. Securities.

Securities issued by BNPP B.V. may be secured ("Secured Securities") or unsecured and will be guaranteed by BNPP (in such capacity, the "Guarantor") pursuant to either (a) in respect of the Secured Securities, (i) a Deed of Guarantee for Secured Securities, in respect of English Law Securities (the "Secured Securities English Law Guarantee") or (ii) a garantie, in respect of Secured Securities, which are French Law Securities (the "Secured Securities French Law Guarantee" and, together with the "Secured Securities English Law Guarantee", the "Secured Securities Guarantees"), the forms of which are set out herein or (b) in respect of the unsecured Securities, (i) a Deed of Guarantee for Unsecured Securities, in respect of English Law Securities (the "English Law Guarantee") or (ii) a garantie, in respect of unsecured Securities, which are French Law Securities (the "French Law Guarantee" and, together with the "English Law Guarantee", the "Unsecured Securities Guarantees"), the forms of which are set out herein. The Secured Securities Guarantees and the Unsecured Securities Guarantees together, the "Guarantees".

Except in the case of U.S. Securities, each of BNPP B.V. and BNPP has a right of substitution as set out herein.

A description of the Final Terms (which for the avoidance of doubt may be issued in respect of more than one series of Securities) is set out herein on pages 84 to 151 and will specify with respect to each issue of Securities to which it relates, inter alia, the specific designation of the Securities, the aggregate number and type of the Securities, the date of issue of the Securities, the issue price, the underlying asset, index, fund, reference entity or other item(s) to which the Securities relate, the exercise period or date (in the case of Warrants), the redemption date, whether they are interest bearing, partly paid, redeemable in instalments, exercisable (on one or more exercise dates) (in the case of Certificates), the governing law of the Securities, whether the Securities are eligible for sale in the United States and certain other terms relating to the offering and sale of the Securities. With respect to issues of English Law Securities, the Final Terms relating to such issue of Securities will be attached to the Global Security, Rule 144A Global Security, Private Placement Definitive Security, Regulation S Global Security or Permanent Global Security (each as defined below).

Each issue of Securities will entitle the holder thereof on due exercise (in the case of Warrants) or on the Instalment Date(s) and/or the Redemption Date (in the case of Certificates) (or, in the case of Multiple Exercise Certificates, each Exercise Settlement D7ate) either to

receive a cash amount (if any) calculated in accordance with the relevant terms or to receive physical delivery of the underlying assets (against payment of a specified sum in the case of Warrants), all as set forth herein and in the applicable Final Terms.

Prospective purchasers of Securities should ensure that they understand the nature of the relevant Securities and the extent of their exposure to risks and that they consider the suitability of the relevant Securities as an investment in the light of their own circumstances and financial condition. Securities involve a high degree of risk and potential investors should be prepared to sustain a total loss of the purchase price of their Securities. See "Risk Factors" on pages 21 to70.

In particular, the Securities and the Guarantees and, in the case of Physical Delivery Warrants or Physical Delivery Certificates (each as defined below) (together, the "Physical Delivery Securities"), the Entitlement (as defined herein) to be delivered upon the exercise (in the case of Physical Delivery Warrants) or the redemption (in the case of Physical Delivery Certificates) of such Securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws and trading in the Securities has not been approved by the Commodity Futures Trading Commission under the United States Commodity Exchange Act, as amended. Neither Issuer has registered as an investment company pursuant to the United States Investment Company Act of 1940, as amended (the "Investment Company Act"). Unless otherwise specified in the applicable Final Terms, the Securities are being offered and sold in reliance on Regulation S under the Securities Act. No Securities of such series, or interests therein, may at any time be offered, sold, resold, traded, pledged, exercised, redeemed, transferred or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, a U.S. person (as defined in Regulation S under the Securities Act) and any offer, sale, resale, trade, pledge, exercise, redemption, transfer or delivery made, directly or indirectly, within the United States or to, or for the account or benefit of, a U.S. person will not be recognised. The Securities of such series may not be legally or beneficially owned at any time by any U.S. person (as defined in the "Offering and Sale" section below) and accordingly are being offered and sold outside the United States to non-U.S. persons in reliance on Regulation S.

Certain issues of Securities of BNPP may also be offered and sold in the United States to (i) persons reasonably believed to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act ("Rule 144A") and (ii) certain accredited investors ("AIs") as defined in Rule 501(a) under the Securities Act. Certain issues of securities of BNPP B.V. may be offered and sold in the United States to persons reasonably believed to be QIBs and qualified purchasers ("QPs") as defined under the Investment Company Act of 1940.

Each purchaser of U.S. Securities within the United States is hereby notified that the offer and sale of such Securities is being made in reliance upon an exemption from the registration requirements of the Securities Act. For a description of certain further restrictions on offers and sales of the Securities and on the distribution of this Base Prospectus, see "Offering and Sale" below.

U.S. Securities will, unless otherwise specified in the Final Terms, be sold through BNP Paribas Securities Corp., a registered broker-dealer. Hedging transactions involving Physical Delivery Securities may not be conducted unless in compliance with the Securities Act. See "Terms and Conditions of the Securities" below.

Securities related to a specified currency or basket of currencies, a specified commodity or basket of commodities, a specified interest rate or basket of interest rates or a specified inflation index or basket of inflation indices may not at any time be offered, sold, resold, held, traded, pledged, exercised, redeemed, transferred or delivered, directly or indirectly, in the United States or to, by or for the account or benefit of, persons that are U.S. persons as defined in Regulation S under the Securities Act or that are not non-United States Persons as defined in Rule 4.7 under the United States Commodity Exchange Act, as amended, unless expressly provided for pursuant to any applicable U.S. wrapper to the Base Prospectus. Any such applicable U.S. wrapper may restrict the types of Securities that can be offered, sold, resold, held, traded, pledged, exercised, redeemed, transferred or delivered and the terms of such Securities.

Application may be made for Securities issued under the Programme to be listed on Euronext Amsterdam by NYSE Euronext ("Euronext Amsterdam") and admitted to trading on the Regulated Market operated by Euronext Amsterdam or the Regulated Market or EuroMTF Market (as defined below) operated by the Luxembourg Stock Exchange. References in this Base Prospectus to Securities being "listed" (and all related references) shall mean that such Securities have been listed and admitted to trading on Euronext Amsterdam or, as the case may be, an ISD Regulated Market (as defined below) or the Regulated Market or the EuroMTF exchange regulated market of the Luxembourg Stock Exchange (the "EuroMTF Market"). Euronext Amsterdam's Regulated Market is a regulated market for the purposes of the Markets in Financial Instruments Directive 2004/39/EC (each such regulated market being a "Regulated Market"). This Base Prospectus may be used to list on Euronext Amsterdam and have admitted to trading Securities on the regulated market (the "Euronext Amsterdam Regulated Market") of Euronext Amsterdam or the Regulated Market of the Luxembourg Stock Exchange or EuroMTF Market, pursuant to the Programme. The Programme provides that Securities may be listed on such further or other stock exchange(s) as the relevant Issuer may decide. The applicable Final Terms will specify whether or not Securities are to be listed and admitted to trading on Euronext Amsterdam and/or any other stock exchange(s) and, if relevant, will include information on the relevant market segment of the stock exchange on which the securities are to be listed. Each Issuer may also issue unlisted Securities. Registered Warrants will be unlisted.

The Issuers have requested the Authority for the Financial Markets ("AFM") to provide the competent authorities in Austria, Belgium, Finland, France, Germany, Hungary, Italy, Luxembourg, Malta, Poland, Spain, Sweden, the Czech Republic and United Kingdom with a certificate of approval attesting that the Base Prospectus has been drawn up in accordance with the Prospectus Directive.

English Law Securities which are issued and transferred through Clearstream Banking, société anonyme ("Clearstream, Luxembourg") and/or Euroclear Bank S.A./N.V. ("Euroclear"), Euroclear France SA ("Euroclear France"), Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores S.A., Unipersonal ("Iberclear"), Monte Titoli S.p.A ("Monte Titoli") and/or any other relevant clearing system ("Clearing System Securities") will be represented by a global security (each a "Clearing System Global Security"), which will be issued and deposited with a common depositary on behalf of Clearstream, Luxembourg, Euroclear, Iberclear, Monte Titoli and/or any other relevant clearing system or, as the case may be, Euroclear France on the date of issue of the relevant Securities in accordance with the rules and regulations of the relevant clearing system. Registered English Law Warrants ("Registered Warrants") will be represented by a registered global warrant (each a "Registered Global Warrant"), which will be issued and deposited with the Registrar. Registered English Law Certificates ("Registered Certificates") will be represented by a registered global certificate (each a "Registered Global Certificate" and together with a Registered Global Warrant, a "Registered Global Security") held on behalf of Euroclear and/or Clearstream Luxembourg and/or any other relevant clearing system. Clearing System Securities and Securities in definitive registered form ("Private Placement Definitive Securities") will not be exchangeable for Registered Securities and Registered Securities will not be exchangeable for Clearing System Securities and Private Placement Definitive Securities. Each Clearing System Global Security and Registered Global Security are each referred to as a "Global Security". Swedish Dematerialised Securities (as defined herein) will be issued in registered, uncertificated and dematerialised book-entry form in accordance with the SFIA Act (as defined herein). Finnish Dematerialised Securities (as defined herein) will be issued in registered, uncertified and dematerialised book-entry form in accordance with the Finnish Act on the Book-Entry System and the Finnish Act on Book-Entry Accounts (as specified herein). Italian Dematerialised Securities (as defined herein) will be issued in registered, uncertificated and dematerialised book-entry form into Monte

Titoli. Swiss Securities (as defined herein) may be issued as Swiss Materialised Securities (as defined herein) or as Swiss Dematerialised Securities (as defined herein). Swiss Materialised Securities will be represented by a global security. Swiss Dematerialised Securities will be issued in uncertified and dematerialised form. The terms and conditions of the Swiss Securities will be set forth in the applicable Final Terms. Except as described herein, no definitive Securities will be issued.

French Law Securities will be in bearer dematerialised form (au porteur) and will be inscribed (inscription en compte) in the books of Euroclear France or Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V. ("Euroclear Netherlands") which shall credit the accounts of the Holders (as defined in "Terms and Conditions of the Securities"). No physical document of title will be issued in respect of French Law Securities. French Law Securities have been accepted for clearance through Euroclear France, Euroclear Netherlands, Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system.

In the event that the Final Terms specify that Securities are eligible for sale in the United States ("U.S. Warrants" or U.S. Certificates", as the case may be, and together, the "U.S. Securities"), (A) the Securities sold in the United States by BNPP to QIBs within the meaning of Rule 144A will be represented by one or more global Securities (each, a "Rule 144A Global Security") issued and deposited with (1) a custodian for, and registered in the name of a nominee of, The Depository Trust Company ("DTC") or (2) a common depositary on behalf of Clearstream, Luxembourg or Euroclear and/or any other relevant clearing system, (B) the Securities sold in the United States by BNPP to AIs will be issued and registered in definitive form (each, a "Private Placement Definitive Security") (C) the Securities sold in the United States by BNPP B.V. to QIBs who are QPs will be represented by a Rule 144A Global Security or in the form of Private Placement Definitive Securities, as may be indicated in any applicable U.S. wrapper to the Base Prospectus and (D) in any such case, Securities sold outside the United States to non-U.S. persons will be represented by a one or more global Securities (each, a "Regulation S Global Security") issued and deposited with a common depositary on behalf of Clearstream, Luxembourg and Euroclear and/or any other relevant clearing system. In the event that the Final Terms does not specify that Securities are eligible for sale within the United States or to U.S. persons, the Securities offered and sold outside the United States to non-U.S. persons will be represented by a Clearing System Global Security or a Registered Global Security, as the case may be.

The rating of certain series of Securities to be issued under the Programme may be specified in the applicable Final Terms. Whether or not each credit rating applied for in relation to relevant series of Securities will be issued by a credit rating agency established in the European Union and registered under Regulation (EC) No. 1060/2009 (as amended) (the "CRA Regulation") will be disclosed in the applicable Final Terms. Please also refer to "Credit Ratings may not Reflect all Risks" in the Risk Factors section of this Base Prospectus.

IMPORTANT NOTICE

Disclaimer statement for structured products (Certificates)

In relation to investors in the Kingdom of Bahrain, Certificates issued in connection with this Base Prospectus and related offering documents may only be offered in registered form to existing account holders and accredited investors as defined by the CBB in the Kingdom of Bahrain where such investors make a minimum investment of at least U.S.$ 100,000.

This offer does not constitute an offer of Securities in the Kingdom of Bahrain in terms of Article(81) of the Central Bank and Financial Institutions Law 2006 (decree Law No. 64 of 2006). This Base Prospectus and related offering documents have not been and will not be registered as a prospectus with the Central Bank of Bahrain (CBB). Accordingly, no Securities may be offered, sold or made the subject of an invitation for subscription or purchase nor will this Base Prospectus or any other related document or material be used in connection with any offer, sale or invitation to subscribe or purchase Securities, whether directly or indirectly, to persons in the Kingdom of Bahrain.

The CBB has not reviewed or approved this Base Prospectus or related offering documents and it has not in any way considered the merits of the Certificates to be offered for investment, whether in or outside the Kingdom of Bahrain. Therefore, the CBB assumes no responsibility for the accuracy and completeness of the statements and information contained in this document and expressly disclaims any liability whatsoever for any loss howsoever arising from reliance upon the whole or any part of the contents of this document.

This Base Prospectus (together with supplements to this Base Prospectus from time to time (each a "Supplement" and together the "Supplements") comprises a base prospectus for the purposes of (i) Article 5.4 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 of the European Economic Area and (ii) the relevant implementing measures in the Kingdom of the Netherlands and, in each case, for the purpose of giving information with regard to the Issuer. In relation to each separate issue of Securities, the final offer price and the amount of such Securities will be determined by the Issuer and the relevant manager in accordance with prevailing market conditions at the time of the issue of the Securities and will be set out in the relevant Final Terms.

In accordance with Article 16.2 of the Prospectus Directive, investors who have already agreed to purchase or suscribe for Securities before this Base Prospectus is published have the right, exerciseable within two working days after the publication of this Base Prospectus, to withdraw their acceptances. Investors should be aware, however, that the law of the jurisdiction in which they have accepted an offer of Securities may provide for a longer time limit.

No person is authorised to give any information or to make any representation not contained in or not consistent with this document or any other information supplied in connection with the Programme and, if given or made, such information or representation must not be relied upon as having been authorised by BNPP B.V., BNPP or any manager of an issue of Securities, including BNPP Securities Corp. (as applicable to such issue of Securities, each a "Manager"). This document does not constitute, and may not be used for the purposes of, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation and no action is being taken to permit an offering of the Securities or the distribution of this document in any jurisdiction where any such action is required.

This document is to be read and construed in conjunction with any Final Terms and with all documents which are deemed to be incorporated herein by reference (see "Documents Incorporated by Reference" below).

Warrants create options exercisable by the relevant holder or which will be automatically exercised as provided herein. There is no obligation on the Issuer to pay any amount or deliver any asset to any holder of a Warrant unless the relevant holder duly exercises such Warrant or such Warrants are automatically exercised and, where applicable, an Exercise Notice is duly delivered. The Warrants will be exercisable in the manner set forth herein and in the applicable Final Terms. In certain instances, the holder of a Warrant will be required to certify, inter alia (in accordance with the provisions outlined in "Offering and Sale" below), that it is not a U.S. person or exercising such Warrant on behalf of a U.S. person (as defined in Regulation S). Upon transfer, exchange or exercise of a U.S. Warrant (as defined above), the holder will, in certain circumstances, be required to certify that the transfer, exchange or exercise, as the case may be, is being made to, or on behalf of, a person whom the holder reasonably believes is not a U.S. person or is a QIB or an AI, as applicable, who acquired the right to such transfer, exchange or the benefit of such exercise in a transaction exempt from the registration requirements of the Securities Act. The proposed transferee may also be required to deliver an investment letter as a condition precedent to such proposed transfer or exchange (in accordance with the provisions outlined in Condition 2.4 of "Terms and Conditions of the Securities" below).

Certificates shall be redeemed on each instalment date and/or the redemption date by payment of one or more Cash Settlement Amount(s) (in the case of Cash Settled Certificates) and/or by delivery of the Entitlement (in the case of Physical Delivery Certificates). In order to receive the Entitlement, the holder of a Certificate will be required to submit an Asset Transfer Notice and in certain circumstances to certify, inter alia (in accordance with the provisions outlined in Condition 35.2(a) of "Terms and Conditions of the Securities"), that it is not a

U.S. person or acting on behalf of a U.S. person. Upon transfer or exchange of a U.S. Certificate, the holder

will, in certain circumstances, be required to certify that the transfer or exchange, as the case may be, is being made to a person whom the transferor or exchange or reasonably believes is not a U.S. person or is a QIB or an AI, as applicable, who acquired the right to such transfer or exchange in a transaction exempt from the registration requirements of the Securities Act. The proposed transferee may also be required to deliver an investment letter as a condition precedent to such proposed transfer or exchange (in accordance with the provisions outlined in Condition 2.4 of "Terms and Conditions of the Securities" below). Where Certificates are Exercisable Certificates, such Certificates will be automatically exercised on one or more dates as provided herein. Exercisable Certificates are Cash Settled Certificates.

The Securities of each issue may be sold by the relevant Issuer and/or any Manager at such time and at such prices as the Issuer and/or the Manager(s) may select. There is no obligation upon the Issuer or any Manager to sell all of the Securities of any issue. The Securities of any issue may be offered or sold from time to time in one or more transactions in the over-the-counter market or otherwise at prevailing market prices or in negotiated transactions, at the discretion of the Issuer.

Subject to the restrictions set forth herein, each Issuer shall have complete discretion as to what type of Securities it issues and when.

No Manager has separately verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility is accepted by any Manager as to the accuracy or completeness of the information contained in this Base Prospectus or any other information provided by BNPP B.V. and/or BNPP. The Manager(s) accept no liability in relation to the information contained in this Base Prospectus or any other information provided by BNPP B.V. and/or BNPP in connection with the Programme.

BNPP B.V. and BNPP have not investigated, and do not have access to information that would permit them to ascertain, whether any company that has issued equity, debt or other instruments to which any U.S. Securities relate is a passive foreign investment company for U.S. tax purposes. Prospective investors in any U.S. Securities that are U.S. taxpayers should consult their own advisers concerning U.S. tax considerations relevant to an investment in such U.S. Securities.

Neither this Base Prospectus nor any other information supplied in connection with the Programme should be considered as a recommendation by BNPP B.V., BNPP or any Manager that any recipient of this Base Prospectus or any other information supplied in connection with the Programme should purchase any Securities. Each investor contemplating purchasing any Securities should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of BNPP B.V. and/or BNPP. Neither this Base Prospectus nor any other information supplied in connection with the Programme constitutes an offer or an invitation by or on behalf of BNPP B.V. or BNPP or the Managers or any other person to subscribe for or to purchase any Securities.

This Base Prospectus does not constitute an offer of, or an invitation by or on behalf of BNPP B.V., BNPP or any Manager to subscribe for or purchase any securities. The delivery of this Base Prospectus does not at any time imply that the information contained herein concerning BNPP B.V. or BNPP is correct at any time subsequent to the date hereof or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date indicated in the document containing the same. No Manager undertakes to review the financial condition or affairs of BNPP B.V. or BNPP during the life of the Programme. Investors should review, inter alia, the most recently published audited annual non-consolidated financial statements of BNPP B.V. and/or the most recently published audited annual consolidated financial statements and unaudited semi-annual interim consolidated financial statements of BNPP, when deciding whether or not to purchase any Securities.

This Base Prospectus has been prepared on the basis that, except to the extent sub-paragraph (ii) below may apply, any offer of Securities in any Member State of the European Economic Area which has implemented the Prospectus Directive (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 Securities. Accordingly, any person making or intending to make an offer in that Relevant Member State of Securities which are the subject of an offering contemplated in this Base Prospectus as completed by final terms in relation to the offer of those Securities may only do so (i) 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, or (ii) if a prospectus for such offer has been approved by the competent authority in that Relevant Member State, or where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State and (in either case) published, all in accordance with the Prospectus Directive, provided that any such prospectus has subsequently been completed by final terms which specify that offers may be made other than pursuant to Article 3(2) of the Prospectus Directive in that Relevant Member State, such offer is made in the period beginning and ending on the dates specified for such purpose in such prospectus or final terms, as applicable and the Issuer has consented in writing to its use for the purpose of such offer. Except to the extent that sub-paragraph (ii) above may apply, neither the Issuer nor any Manager have authorised, nor do they authorise, the making of any offer of Securities in circumstances in which an obligation arises for the Issuer or any Manager to publish or supplement a prospectus for such offer.

The distribution of this Base Prospectus and the offering of Securities in certain jurisdictions may be restricted by law. Persons into whose possession this Base Prospectus comes are required by BNPP B.V., BNPP and each Manager to inform themselves about and to observe any such restrictions.

In this Base Prospectus references to U.S.$ and U.S. dollars are to United States dollars and references to euro, € and EUR are to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty on the Functioning of the European Union, as amended.

FOR NEW HAMPSHIRE RESIDENTS ONLY:

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENCE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED ("421-B") STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

AVAILABLE INFORMATION

So long as any of the U.S. Securities are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, and neither BNPP nor BNPP B.V. is subject to and in compliance with Section 13 or 15(d) of the

U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder, BNPP has undertaken to furnish to each Holder or beneficial owner of U.S. Securities, whether issued by BNPP or issued by BNPP B.V. and guaranteed by BNPP, and to any prospective purchaser, any information required to be delivered under Rule 144A(d)(4) under the Securities Act.

FORWARD-LOOKING STATEMENTS

The section of this Base Prospectus entitled "BNP Paribas Arbitrage Issuance B.V.", the Information Statement (as defined below) and the other documents incorporated by reference (such sections being the "BNP Paribas Disclosure"), contain forward-looking statements. BNP Paribas and the BNP Paribas Group (being BNP Paribas together with its consolidated subsidiaries, the "Group") may also make forward-looking statements in their audited annual financial statements, in their interim financial statements, in their offering circulars, in press releases and other written materials and in oral statements made by their officers, directors or employees to third parties. Statements that are not historical facts, including statements about the Bank's and/or Group's beliefs and expectations, are forward-looking statements. These statements are based on current plans, estimates and projections, and therefore undue reliance should not be placed on them. Forward-looking statements speak only as of the date they are made, and the Bank and the Group undertake no obligation to update publicly any of them in light of new information or future events.

PRESENTATION OF FINANCIAL INFORMATION

Most of the financial data presented, or incorporated by reference, in this Base Prospectus are presented in euros.

The audited consolidated financial statements for the years ended 31 December 2010 and 31 December 2011 have been prepared in accordance with IFRS, as adopted by the European Union. IFRS differs in certain significant respects from generally accepted accounting principles in the United States ("U.S. GAAP"). The Group has made no attempt to quantify the impact of those differences. In making an investment decision, investors must rely upon their own examination of the BNP Paribas Group, the terms of any offering and the financial information. Potential investors should consult their own professional advisors for an understanding of the differences between IFRS and U.S. GAAP, and how those differences might affect the information herein. The Group's fiscal year ends on 31 December and references in the Information Statement incorporated by reference herein to any specific fiscal year are to the 12-month period ended 31 December of such year.

Due to rounding, the numbers presented throughout the BNP Paribas Disclosure may not add up precisely, and percentages may not reflect precisely absolute figures.

TABLE OF CONTENTS

Page

AVAILABLE INFORMATION 7

FORWARD-LOOKING STATEMENTS 7

PRESENTATION OF FINANCIAL INFORMATION 7

SUMMARY 9

RISK FACTORS 21

DOCUMENTS INCORPORATED BY REFERENCE 72

GENERAL DESCRIPTION OF THE PROGRAMME 77

SECURITY AND COLLATERAL IN RESPECT OF SECURED SECURITIES 78

FORM OF FINAL TERMS FOR SECURITIES. 84

TERMS AND CONDITIONS OF THE SECURITIES 152

ANNEX 1 Additional Terms and Conditions for Index Securities 270

ANNEX 2 Additional Terms and Conditions for Share Securities 293

ANNEX 3 Additional Terms and Conditions for ETI Securities 306

ANNEX 4 Additional Terms and Conditions for Debt Securities 323

ANNEX 5 Additional Terms and Conditions for Commodity Securities 325

ANNEX 6 Additional Terms and Conditions for Inflation Index Securities 333

ANNEX 7 Additional Terms and Conditions for Currency Securities 340

ANNEX 8 Additional Terms and Conditions for Fund Securities 344

ANNEX 9 Additional Terms and Conditions for Market Access Securities 358

ANNEX 10 Additional Terms and Conditions for Futures Securities 367

ANNEX 11 Additional Terms and Conditions for Credit Securities 371

ANNEX 12 Additional Terms and Conditions for Secured Securities 442

ANNEX 13 Additional Terms and Conditions for Preference Share Certificates 483

ANNEX 14 Additional Terms and Conditions for OET Certificates 488

USE OF PROCEEDS 493

FORM OF THE ENGLISH LAW GUARANTEE FOR UNSECURED SECURITIES 494

FORM OF THE ENGLISH LAW GUARANTEE FOR SECURED SECURITIES 498

FORM OF THE FRENCH LAW GUARANTEE FOR UNSECURED SECURITIES 502

FORM OF THE FRENCH LAW GUARANTEE FOR SECURED SECURITIES 505

DESCRIPTION OF BNP PARIBAS ARBITRAGE ISSUANCE B.V 508

BOOK-ENTRY CLEARANCE SYSTEMS 512

BOOK-ENTRY SYSTEMS 512

TAXATION 518

EU DIRECTIVE ON THE TAXATION OF SAVINGS INCOME 519

AUSTRIAN TAXATION 520

BELGIAN TAXATION 524

FINNISH TAXATION 527

FRENCH TAXATION 530

GERMAN TAXATION 534

ITALIAN TAXATION 538

LUXEMBOURG TAXATION 542

NETHERLANDS TAXATION 544

POLISH TAXATION 548

SPANISH TAXATION 551

SWEDISH TAXATION 555

UNITED KINGDOM TAXATION 556

U.S. FEDERAL INCOME TAXATION 560

OTHER TAXATION 567

U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974 568

NOTICE TO PURCHASERS AND HOLDERS OF U.S. SECURITIES AND TRANSFER

RESTRICTIONS 570

OFFERING AND SALE 583

GENERAL INFORMATION 596

SUMMARY

This summary must be read as an introduction to this Base Prospectus. Any decision to invest in any Securities should be based on a consideration of this Base Prospectus as a whole, including any documents incorporated by reference. Following the implementation of the relevant provisions of the Prospectus Directive in each Member State of the European Economic Area no civil liability will attach to any Responsible Persons in any such Member State in respect of this Summary unless it is misleading, inaccurate or inconsistent when read together with the other parts of this Base Prospectus. Where a claim relating to information contained in this Base Prospectus is brought before a court in a Member State of a European Economic Area State, the plaintiff may, under the national legislation of the Member State where the claim is brought, be required to bear the costs of translating this Base Prospectus before the legal proceedings are initiated.

Words and expressions defined in "Risk Factors", in the applicable Conditions and in the applicable Final Terms shall have the same meanings in this summary.

Issuers BNP Paribas Arbitrage Issuance B.V. ("BNPP B.V.")

BNP Paribas ("BNPP" or the "Bank", and together with its consolidated subsidiaries, the "Group")

Guarantor BNP Paribas

Description of BNPP B.V. 1. Key information on BNPP B.V.:

BNPP B.V. is a private company with limited liability under Dutch law whose purpose and principal objectives are to issue and acquire financial instruments of any nature and to enter into related agreements for the account of various entities within the Group.

2. Share capital as of 31 December 2011:

Its share capital as of 31 December 2011 amounts to EUR 225,000 divided into 225,000 shares of EUR 1 each. Its fully paid-up and issued share capital as of 31 December 2011 amounts to EUR 45,379 divided into 45,379 shares of EUR 1 each.

3. Selected key financial information:

In EUR
	31/12/2011	31/12/2010
Revenues	317,178	414,357
Net income, Group share	21,233	28,537
Total balance sheet	32,347,971,221	32,958,741,398
Shareholders’ equity (Group share)	366,883	345,650

Description of BNPP 1. Key information on BNPP:

BNPP is a French law société anonyme licensed as a bank. BNPP and its consolidated subsidiaries (the Group) is a European leading provider of banking and financial services and has four domestic retail banking markets in Europe, namely in Belgium, France, Italy and Luxembourg.

2. Share capital as of 31 December 2011:

EUR 2,415,491,972 represented by 1,207,745,986 fully paid-up shares with a par of EUR 2 each (including the registration since 31 December 2011 of the creation of 6,088 shares subscribed pursuant to share options plans).

3. Main activities and markets:

BNP Paribas holds key positions in its three activities:

 Retail Banking: includes a set of Domestic Markets (including branch networks in France, Italy and Belgium), an International Retail Banking entity (grouping retail networks in Europe, the Mediterranean Basin and the United States) and a Personal Finance entity, market leader in consumer finance;

 Investment Solutions: offers a broad range of high value added products and solutions around the world, designed to meet all the requirements of individual, corporate and institutional investors including Private Banking (BNP Paribas Wealth Management), Asset Management (BNP Paribas Investment Partners), Real Estate (BNP Paribas Real Estate), Insurance (BNP Paribas Cardif) and Securities Services (BNP Paribas Securities Services); and

 Corporate and Investment Banking (CIB): provides essentially financing, advisory and capital markets services. The main objective of CIB is to develop and maintain long-term relationships with clients, to support them in their expansion or investment strategy and provide global solutions to meet their financing, advisory and risk management needs.

4. Selected key financial information:

In millions of EUR

		31/12/2011	31/12/2010
Revenues		42,384	43,880
Cost of risk		(6,797)	(4,802)
Net income, share	Group	6,050	7,843

Common Equity Tier 9.6% 9.2%

1 Ratio
Tier 1 Ratio	11.6%	11.4%
Total consolidated balance sheet	1,965,283	1,998,158
Consolidated loans and receivables due from customers	665,834	684,686
Consolidated items due to customers	546,284	580,913
Shareholders’ equity (Group share)	75,370	74,632

Description of the Programme Warrant and Certificate Programme

Risk Factors (Issuers) There are certain factors that may affect each Issuer's ability to fulfil

its obligations under the Securities issued under the Programme and (where applicable) the Guarantor's obligations under the Guarantee.

Ten main categories of risk are inherent in the Bank's activities:

 Credit Risk;

 Counterparty Risk;

 Market Risk;

 Operational Risk (including compliance and reputation risk);

 Asset-Liability Management Risk;

 Liquidity and Refinancing Risk;

 Insurance Subscription Risk;

 Break-even Risk (i.e. risk of incurring an operating loss due to a change in the economic environment leading to a decline in revenue coupled with insufficient cost-elasticity);

 Strategy Risk; and

 Concentration Risk.

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

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

BNPP's access to and cost of funding could be adversely affected by a

further deterioration of the eurozone sovereign debt crisis, worsening economic conditions, a ratings downgrade or other factors.

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

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

The Bank may generate lower revenues from brokerage and other commission and fee-based businesses during market downturns.

Protracted market declines can reduce liquidity in the markets, making it harder to sell assets and possibly leading to material losses.

Significant interest rate changes could adversely affect the Bank's revenues or profitability.

The soundness and conduct of other financial institutions and market participants could adversely affect the Bank.

The Bank's competitive position could be harmed if its reputation is damaged.

An interruption in or a breach of the Bank's information systems may result in lost business and other losses.

Unforeseen external events can interrupt the Bank's operations and cause substantial losses and additional costs.

The Bank is subject to extensive and evolving regulatory regimes in the countries and regions in which it operates.

Notwithstanding the Bank's risk management policies, procedures and methods, it could still be exposed to unidentified or unanticipated risks, which could lead to material losses.

The Bank's hedging strategies may not prevent losses.

The Bank may experience difficulties integrating acquired companies and may be unable to realise the benefits expected from its acquisitions.

Intense competition, especially in France where it has the largest single concentration of its businesses, could adversely affect the Bank's revenues and profitability.

The following risk factors relate to BNPP B.V.: BNPP B.V. is an operating company. BNPP B.V.'s sole business is the raising and borrowing of money by issuing securities such as Warrants or Certificates or other obligations. BNPP B.V. has, and will have, no assets other than hedging agreements (OTC contracts mentioned in the Annual Reports), cash and fees payable to it, or other assets

acquired by it, in each case in connection with the issue of securities or entry into other obligations related thereto from time to time. The net proceeds from each issue of Securities issued by the Issuer will become part of the general funds of BNPP B.V. BNPP B.V. uses such proceeds to maintain positions in options or futures contracts or other hedging instruments ("Hedging Agreements") and/or, in the case of Secured Securities, to acquire Collateral Assets. The ability of BNPP

B.V. to meet its obligations under Securities issued by it will depend on the receipt by it of payments under the relevant Hedging Agreements. Consequently, Holders of BNPP B.V. Securities will, subject to the provisions of the relevant Guarantee, be exposed to the ability of counterparties in respect of such Hedging Agreements to perform their obligations under such Hedging Agreements. Securities sold in the United States or to U.S. Persons may be subject to transfer restrictions.

Risk Factors (Securities) There are certain factors which are material for the purposes of

assessing the market risks associated with Securities issued under the Programme. These are set out under "Risk Factors" below and include exposure to one or more index, share, global depositary receipt ("GDR"), American depositary receipt ("ADR"), interest in an exchange traded fund, an exchange traded note, an exchange traded commodity or other exchange traded product (each an "exchange traded instrument"), debt instrument, commodity and/or commodity index, inflation index, currency, fund share or unit, futures contract, preference share and/or the credit of one or more reference entities (each an "Underlying Reference"), leverage, interest, factors affecting the value and trading price of Securities, certain considerations regarding hedging, specific risks in relation to Index Securities, Share Securities, Commodity Index Securities, ETI Securities, Debt Securities, Commodity Securities, Inflation Index Securities, Currency Securities, Fund Securities, Futures Securities, Credit Securities, Preference Share Certificates, Secured Securities and Hybrid Securities (each as defined below), specific risks in relation to Securities linked to an Underlying Reference from an emerging or developing market, specific risks in relation to Dynamic Securities, limitations on the minimum trading size of Securities, limitations on the exercise of and time lag after exercise of Warrants, option to vary settlement, absence of pre-determined maturity for Open End Certificates and OET Certificates, market disruption or failure to open of an exchange, settlement disruption, additional disruption events, potential adjustment events or extraordinary events affecting shares, interests in exchange traded instruments or fund shares, extraordinary fund events, expenses and taxation, illegality, meetings of holders, post-issuance information, change of law, effect of credit rating reduction, potential conflicts of interest and possible illiquidity of Securities in the secondary market.

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

Securities Securities may be issued as index Securities ("Index Securities"), share, GDR or ADR Securities ("Share Securities"), exchange traded instrument Securities ("ETI Securities"), debt Securities ("Debt Securities"), commodity Securities ("Commodity Securities"), inflation index Securities ("Inflation Index Securities"), currency Securities ("Currency Securities"), fund Securities ("Fund Securities"), futures contracts Securities ("Futures Securities"), credit Securities ("Credit Securities") or open end turbo Certificates ("OET Certificates") which will be redeemed on a date determined by the Issuer, in its sole and absolute discretion, subject as provided herein or preference share Certificates linked to a specified preference share issued by BNP Paribas Synergy Limited ("Preference Share Certificates") or any other or further type of warrants or certificates including as hybrid Securities ("Hybrid Securities") whereby the Underlying Reference may be any combination of such indices, shares, GDRs, ADRs, interests in exchange traded instruments, debt instruments, currencies, commodities, inflation indices, currency, fund shares or units, futures contracts, the credit of specified reference entities or other asset classes or types.

Settlement Securities may be cash or physically settled.

In certain circumstances the Issuer or the Holder may vary settlement in respect of the Securities.

Index Securities Payments in respect of Index Securities will be calculated by reference to one or more indices as set out in the applicable Final Terms. Index Securities may be linked to an index or indices comprising, inter alia, reference equities, bonds, property and/or other assets or bases of reference (including one or more custom indices established, calculated and/or sponsored by BNPP and/or its affiliates).

Index Securities may be subject to cancellation or early redemption or adjustment if an Index is modified or cancelled and there is no successor index acceptable to the Calculation Agent, if the Index's sponsor fails to calculate and announce the Index, or certain events (such as illegality, disruptions or cost increases) occur with respect to the Issuer's or any of its affiliates' hedging arrangements.

If certain disruption events occur with respect to valuation of an Index such valuation will be postponed and may be made by the Calculation Agent. Payments may also be postponed.

Share Securities Payments in respect of Share Securities will be calculated by reference to one or more shares, ADRs and/or GDRs (together referred to herein as "Shares" and each a "Share") as set out in the applicable Final Terms. Share Securities may also provide for settlement by physical delivery of the Entitlement.

Share Securities may be subject to cancellation or early redemption or

adjustment (including as to valuation and in certain circumstances share substitutions) if certain corporate events (such as events affecting the value of a Share (including Share, or in the case of GDRs and ADRs, Underlying Share, divisions or consolidations, extraordinary dividends, redenomination of a Share and capital calls); de-listing of a Share or Underlying Share; insolvency, merger or nationalisation of a Share or Underlying Share issuer; a tender offer or redenomination of a Share or Underlying Share occur, if certain events (such as illegality, disruptions or cost increases) occur with respect to the Issuer's or any of its affiliates' hedging arrangements, or if insolvency filings are made with respect to a Share or Underlying Share issuer.

ETI Securities Payments in respect of ETI Securities will be calculated by reference to interests in one or more exchange traded instruments as set out in the applicable Final Terms. ETI Securities may also provide for settlement by physical delivery of the Entitlement.

Debt Securities Payments in respect of Debt Securities will be calculated by reference to one or more debt instruments as set out in the applicable Final Terms. Debt Securities may also provide for settlement by physical delivery of the Entitlement.

Commodity Securities Payments in respect of Commodity Securities will be calculated by

reference to one or more commodities and/or commodity indices as set out in the applicable Final Terms.

Commodity Securities may be subject to adjustment (including as to valuations) if certain events occur with respect to a Commodity, Commodity Index or Index Component (such as a trading disruption, the disappearance of, or disruption in publication of, a reference price; and in certain circumstances a change in the formula for calculating a reference price; or a change in the content of a Commodity, an index component disruption event or an index disruption event in respect of a Commodity Index.

Commodity Securities may be subject to cancellation or early redemption or adjustment if a Commodity Index is modified or cancelled and there is no successor index acceptable to the Calculation Agent, if the Commodity Index's sponsor fails to calculate and announce the Commodity Index, or certain events (such as illegality or disruptions) occur with respect to the Issuer's or any of its affiliates' hedging arrangements.

Inflation Index Securities Payments in respect of Inflation Index Securities will be calculated by

reference to one or more inflation indices as set out in the applicable Final Terms.

Currency Securities Payments in respect of Currency Securities will be calculated by

reference to one or more foreign exchange rates as set out in the applicable Final Terms.

Fund Securities Payments in respect of Fund Securities will be calculated by reference

to units, interests or shares in a single fund or basket of funds on such terms as set out in the applicable Final Terms. Fund Securities may also provide for settlement by physical delivery of the Entitlement.

Fund Securities may be subject to cancellation or early redemption or adjustment (including as to valuation and fund substitutions) if certain corporate events (such as insolvency (or analogous event) occurring with respect to a fund; litigation against, or regulatory events occurring with respect to a fund; suspensions of fund subscriptions or redemptions; certain changes in net asset value of a Fund; or modifications to the investment objectives or changes in the nature or administration of a Fund) occur, if certain valuation or settlement disruption events occur with respect to a fund, or if certain events (such as illegality, disruptions or cost increases) occur with respect to the Issuer's or any affiliate's hedging arrangements.

Futures Securities Payments in respect of Futures Securities will be calculated by reference to one or more futures contract as set out in the applicable Final Terms.

Credit Securities Securities with respect to which payments are linked to the credit of a specified entity or entities will be issued on such terms as are specified in the applicable Final Terms.

If Conditions to Settlement are satisfied, each Security will be redeemed by the payment of (i) the Auction Settlement Amount if Auction Settlement applies as the applicable Settlement Method (unless a Fallback Settlement Event occurs, in which event the applicable Fallback Settlement Method shall apply), (ii) the Cash Settlement Amount, if Cash Settlement applies as the applicable Settlement Method, or (iii) by Delivery of the Deliverable Obligations specified in the Notice of Physical Settlement and payment of any Physical Settlement Adjustment Rounding Amount, if Physical Delivery applies as the applicable Settlement Method, as more fully set out under "Terms and Conditions of the Securities".

Certain Certificates may be linked to the credit of a financial institution with which a deposit is made by an affiliate of the Issuer. If Conditions to Settlement are satisfied in respect of such Certificates, each Certificate will be redeemed at its Credit Event Settlement Amount.

OET Certificates OET Certificates will be redeemed on a date determined by the Issuer, in its sole and absolute discretion, subject as provided in the "Terms and Conditions of the Securities" and the applicable Final Terms.

Payment in respect of OET Certificates will be calculated by reference to a share, interest in an exchange traded instrument, index, currency, futures contract or commodity, as set out in the applicable Final Terms.

OET Certificates may be subject to early redemption or adjustment if

certain events (such as events affecting the relevant shares, interest in an exchange traded instrument, index, currency, futures contract or commodity) occur with respect to the underlying asset.

Preference Share Certificates Payments in respect of Preference Share Certificates will be

calculated by reference to the performance of a single specified preference share of BNP Paribas Synergy Limited (the "Preference Share Issuer").

Preference Share Certificates will be subject to early redemption if certain corporate events (such as insolvency, merger or nationalisation of the Preference Share Issuer or a tender offer) occur, or if certain events, (such as illegality disruptions or cost increases) occur with respect to the Issuer's or any affiliate's hedging arrangements, or if insolvency filings are made with respect to the Preference Share Issuer or if the Issuer, or any of its affiliates, receives notice from the Preference Share Issuer that the relevant preference shares are to be redeemed prior to the Redemption Date.

Hybrid Securities Payments in respect of Hybrid Securities will be calculated by reference to any combination of Underlying References as set out in the applicable Final Terms.

Warrants Warrants may be American Style Warrants or European Style Warrants. American Style Warrants are exercisable in the manner set out in the Terms and Conditions of the Securities on any Exercise Business Day during the Exercise Period. European Style Warrants are exercisable in the manner set out in the "Terms and Conditions of the Securities" on the Exercise Date. Cash Settled Warrants may be automatically exercised.

Certificates Certificates (other than Exercisable Certificates) will be redeemed on the Redemption Date, subject as provided in the "Terms and Conditions of the Securities" as amended and/or supplemented by the applicable Final Terms. Exercisable Certificates will be automatically exercised on the Exercise Date.

Interest Certificates may pay interest on the basis of a fixed or floating rate of interest or by reference to the performance of one or more Underlying Reference.

Physical Settlement In order to receive the Entitlement, a Holder must, in the case of

Certificates, deliver a duly completed asset transfer notice on the specified cut-off date and, in the case of all Securities, pay all Taxes and Expenses and, in the case of Warrants, the relevant Exercise Price.

If certain events or circumstances occur on settlement, the date of settlement may be postponed and in certain circumstances the Issuer will be entitled to pay a cash amount in lieu of physical delivery.

Status of the Securities Securities may be secured or unsecured. The status of the Securities

will be as set out in the applicable Final Terms.

Securities (other than Secured Securities) are unsubordinated and unsecured obligations of the Issuer and rank pari passu among themselves.

Secured Securities are unsubordinated and secured obligations of BNPP B.V. and rank pari passu amongst themselves. In respect of Secured Securities, BNPP B.V. will grant a security interest in favour of the Collateral Agent on behalf of itself and the relevant Holders over assets (such assets, the "Collateral Assets") held in accounts with a custodian or bank (each a "Collateral Account"). One or more series of Secured Securities may be secured by the same pool of Collateral Assets (each a "Collateral Pool"). The Collateral Assets in a Collateral Pool must consist of Eligible Collateral and may be comprised of a cash deposit, any debt securities, equity securities and/or shares, units or other interests in a Collective Investment Scheme, or other assets as specified in the applicable Final Terms. The applicable Final Terms will specify the Collateral Assets which comprise the Collateral Pool(s) for the series of Secured Securities and whether or not the Issuer will provide collateral in respect of the nominal value of the relevant Secured Securities ("Nominal Value Collateralisation") or in respect of part of the nominal value of the relevant Secured Securities ("Partial Nominal Value Collateralisation") or in respect of the marked to market value of the Secured Securities ("MTM Collateralisation") or in respect of part of the marked to market value of the Secured Securities ("Partial MTM Collateralisation"). The Issuer will not hold Collateral Assets in respect of Secured Securities where it or one of its affiliates is the beneficial owner of such Secured Securities. In addition, where the Secured Securities are Collateral Asset Linked Securities, the Issuer will provide Nominal Value Collateralisation in respect of the nominal value of the Collateral Asset Linked Securities and marked to market collateralisation in respect of the value of an Option into which the Issuer has entered in connection with the Collateral Asset Linked Securities, as set out in the "Terms and Conditions of the Securities".

Following the realisation, or enforcement, of the security with respect to a Collateral Pool if the amount paid to Holders in respect of a series of Secured Securities is less than the amount payable in respect of such Secured Securities following such realisation or enforcement, such shortfall shall be irrevocably guaranteed by BNPP. Certain series of Secured Securities may provide that on enforcement of the security interest with respect to a Collateral Pool, the Collateral Assets or the value realised for the Collateral Assets will be delivered to the Holders rather than sold and no shortfall will be calculated. Where Collateral Asset Default is an applicable Optional Additional Disruption Event, the Holders of such Secured Securities will be exposed to the credit of the Reference Collateral Asset Issuer (in the

case of Collateral Asset Linked Securities) or the credit of the issuer of Collateral Assets (in respect of other Secured Securities where Collateral Asset Default is an applicable Optional Additional Disruption Event). Following the occurrence of a Collateral Asset Default, the Secured Securities will be redeemed by delivery of all or certain of the Collateral Assets and/or payment of an amount linked to the proceeds of sale of such Collateral Assets, in the manner set out in the "Terms and Conditions of the Securities" together with, in the case of Collateral Asset Linked Securities, an amount linked to the marked to market value of an Option into which the Issuer has entered in connection with the Secured Securities, as set out in the "Terms and Conditions of the Securities".

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

Taxes and Expenses Holders of Securities must pay all specified taxes and expenses

relating to the Securities.

The Issuer shall deduct from amounts payable or from assets deliverable to Holders all Related Expenses not previously deducted from amounts paid or Assets delivered to Holders.

Investors should carefully review the "Taxation" section.

Rating The rating of certain series of Securities to be issued under the Programme may be specified in the applicable Final Terms. Whether or not each credit rating applied for in relation to relevant series of Securities will be issued by a credit rating agency established in the European Union and registered under Regulation (EC) No. 1060/2009 (as amended) will be disclosed in the applicable Final Terms. Please also refer to "Credit Ratings may not Reflect all Risks" in the Risk Factors section below.

Listing and admission to trading Securities of a particular Series may be listed and admitted to trading

on Euronext Amsterdam, the Italian Stock Exchange, the Luxembourg Stock Exchange, the EuroMTF Market, Euronext Paris, Euronext Brussels, NASDAQ OMX Helsinki Ltd., Nordic Growth Market or on such other or additional stock exchanges as may be specified in the applicable Final Terms, and references to listing shall be construed accordingly. The applicable Final Terms will, if relevant, include information on the relevant market segment of the stock exchange on which the Securities are to be listed.

Selling Restrictions There are restrictions on the offer and sale of Securities and the

distribution of offering material — see "Offering and Sale" below.

Governing Law The Securities, any related Guarantee and (in the case of English Law Securities only) any non-contractual obligations arising out of or in

connection therewith will be governed by English or French Law, as specified in the applicable Final Terms.

RISK FACTORS

Prospective purchasers of the Securities offered hereby should consider carefully, among other things and in light of their financial circumstances and investment objectives, all of the information in this Base Prospectus and, in particular, the risk factors set forth below (which each Issuer, in its reasonable opinion, believes represents or may represent the risk factors known to it which may affect such Issuer's ability to fulfil its obligations under the Securities) in making an investment decision. Investors may lose the value of their entire investment in certain circumstances.

Terms used in this section and not otherwise defined have the meanings given to them in the relevant Conditions.

Risks Relating to the Bank and its Industry

See the section entitled "Risk Factors" contained on pages 5 to 10 of the Information Statement which is incorporated by reference in this Base Prospectus and which discloses all material risks relating to the Bank's ability to fulfil its obligations under the Securities to investors.

Risk Factors Relating to BNPP B.V.

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

RISK FACTORS RELATING TO SECURITIES

General

The Securities involve a high degree of risk, which may include price risks associated with the Underlying Reference (as defined below), among others, interest rate, foreign exchange, inflation, correlation, time value and political risks. Prospective purchasers of Securities should recognise that their Securities may expire worthless or be redeemed for no value. Purchasers should be prepared to sustain a total loss of the purchase price of their Securities. See "Certain Factors Affecting the Value and Trading Price of Securities" below. Prospective purchasers of Securities should be experienced with respect to options and option transactions, should understand the risks of transactions involving the relevant Securities and should reach an investment decision only after careful consideration, with their advisers, of the suitability of such Securities in light of their particular financial circumstances, the information set forth herein and the information regarding the relevant Securities and the particular underlying index (or basket of indices), share, GDR or ADR (or basket of shares, GDRs and/or ADRs), interests in exchange traded funds, exchange traded notes, exchange traded commodities or other exchange traded products (each an "exchange traded instrument") (or basket of interests in exchange traded instruments), debt instrument (or basket of debt instruments), commodity or commodity index (or basket

of commodities and/or commodity indices), inflation index (or basket of inflation indices), currency (or basket of currencies), fund share or unit (or basket of fund shares or units), futures contracts (or basket of futures contracts), preference share or other basis of reference to which the value of the relevant Securities may relate, as specified in the applicable Final Terms (such reference being the "Underlying Reference"). The Issuer may also issue Securities linked to the credit of a specified entity (or entities) (each such entity a "Reference Entity" and, where the context admits, each an "Underlying Reference").

The exposure to the Underlying Reference in many cases will be achieved by the Issuer entering into hedging arrangements. Potential investors should be aware that under the terms of Underlying Reference linked Securities they are exposed to the performance of these hedging arrangements and the events that may affect these hedging arrangements and consequently the occurrence of any of these events may affect the value of the Securities.

The risk of the loss of some or all of the purchase price of a Security upon expiration or redemption means that, in order to recover and realise a return upon his or her investment, a purchaser of a Security must generally be correct about the direction, timing and magnitude of an anticipated change in the value of the Underlying Reference or Credit Risk of the Reference Entity ("Entities") which may be specified in the applicable Final Terms. Assuming all other factors are held constant, the lower the value of a Security and the shorter the remaining term of a Warrant to expiration or a Certificate to redemption, the greater the risk that purchasers of such Securities will lose all or part of their investment. With respect to Certificates and European-style Warrants, the only means through which a Holder can realise value from the Warrant or Certificate, as the case may be, prior to its Exercise Date or Redemption Date in relation to such Warrant or Certificate, as the case may be, is to sell it at its then market price in an available secondary market. See "Possible Illiquidity of the Securities in the Secondary Market" below.

Fluctuations in the value of the relevant index or basket of indices will affect the value of Index Securities or Inflation Index Securities. Fluctuations in the price of the relevant share, GDR or ADR or value of the basket of shares, GDRs and/or ADRs will affect the value of Share Securities. Fluctuations in the price of the relevant interest in an exchange traded instrument or value of the basket of interests in exchange traded instruments will affect the value of ETI Securities. Fluctuations in the price or yield of the relevant debt instrument or value of the basket of debt instruments will affect the value of Debt Securities. Also, the character of the particular market on which a debt instrument is traded, the absence of last sale information and the limited availability of quotations for such debt instrument may make it difficult for many investors to obtain timely, accurate data for the price or yield of such debt instrument. Fluctuations in the value of the relevant inflation index or basket of inflation indices will affect the value of Inflation Index Securities. Fluctuations in the rates of exchange between the relevant currencies will affect the value of Currency Securities. Fluctuations in the value of the relevant commodity or commodity index or basket of commodities and/or commodity indices will affect the value of Commodity Securities. Fluctuations in the value of the relevant fund share or unit or basket of fund shares or units will affect the value of the Fund Securities. Fluctuations in the value of the relevant futures contracts or basket of futures contracts will affect the value of the Futures Securities. Fluctuations in the creditworthiness of the relevant Reference Entity or Reference Entities will affect the value of the Credit Securities. Fluctuations in the value of the relevant preference share will affect the value of Preference Share Certificates. In the case of Hybrid Securities the Underlying Reference in respect of which is any combination of such indices, shares, GDRs, ADRs, interests in exchange traded instruments, debt instruments, currencies, commodities, inflation indices, fund shares, futures contracts or any other asset class or type, fluctuations in the value of any one or more of such Underlying References will correspondingly affect the value of Hybrid Securities. Purchasers of Securities risk losing their entire investment if the value of the relevant Underlying Basis of Reference does not move in the anticipated direction.

Each Issuer may issue several issues of Securities relating to various Underlying References. However, no assurance can be given that the relevant Issuer will issue any Securities other than the Securities to which a particular Final Terms relates. At any given time, the number of Securities outstanding may be substantial. Securities provide opportunities for investment and pose risks to investors as a result of fluctuations in the value of the underlying investment. In general, certain of the risks associated with Warrants are similar to those generally applicable to other options or warrants of private corporate issuers. Securities on shares, interests in exchange traded instruments, debt instruments or fund shares or units are priced primarily on the basis of the value of underlying securities, whilst Securities on currencies and commodities are priced primarily on the basis of present and expected values of the reference currency (or basket of currencies) or commodity (or basket of commodities) specified in the applicable Final Terms.

Claims Against the Underlying Reference

The Securities do not represent a claim against any Underlying Reference (or any issuer, sponsor, manager or other connected person in respect of an Underlying Reference) and Holders will not have any right of recourse under the Securities to any such Underlying Reference (or any issuer, sponsor, manager or other connected person in respect of an Underlying Reference). The Securities are not in any way sponsored, endorsed or promoted by any issuer, sponsor, manager or other connected person in respect of an Underlying Reference and such entities have no obligation to take into account the consequences of their actions on any Holders.

Securities (other than Secured Securities) are Unsecured Obligations

The following risk factor applies to Securities other than Secured Securities:

The Securities are unsubordinated and unsecured obligations of the relevant Issuer and will rank pari passu with themselves. Each issue of Securities issued by BNPP B.V. will be guaranteed by BNPP pursuant to the English Guarantee, in the case of English Law Securities, or the French Law Guarantee, in the case of French Law Securities. The obligations of BNPP under the Guarantees are unsubordinated and unsecured obligations of BNPP and will rank pari passu with all its other present and future unsubordinated and unsecured obligations, subject as may from time to time be mandatory under French law.

Risk factors relating to the security, the collateral and the nature of the guarantee in respect of Secured Securities are set out on pages 47 to 57.

Certain Factors Affecting the Value and Trading Price of Securities

The trading price of the Securities is affected by a number of factors including, but not limited to, the price or level of the relevant Underlying Reference or Underlying References, the time to expiration or redemption of the Securities and the actual or implied volatility and the correlation risk of the relevant Underlying Reference or Underlying References. Such factors may mean that the trading price of the Securities is below the Cash Settlement Amount or the value of the Entitlement, as applicable.

Before exercising (in the case of Warrants) or selling Securities, Holders should carefully consider, among other things, (a) the trading price of the Securities, (b) the value and volatility of the Underlying Reference as specified in the applicable Final Terms, (c) the time remaining to expiration or redemption, as the case may be,

(d) in the case of Cash Settled Securities, the probable range of Cash Settlement Amounts, (e) any change(s) in interim interest rates and dividend yields, if applicable, (f) any change(s) in currency exchange rates, (g) the depth of the market or liquidity of the Underlying Reference as specified in the applicable Final Terms and (h) any related transaction costs.

A Security's purchase price may not reflect its inherent value

Prospective investors in the Securities should be aware that the purchase price of a Security does not necessarily reflect its inherent value. Any difference between a Security's purchase price and its inherent value may be due to a number of different factors including, without limitation, prevailing market conditions and fees, discounts or commissions paid or accorded to the various parties involved in structuring and/or distributing the Security. For further information prospective investors should refer to the party from whom they are purchasing the Securities. Prospective investors may also wish to seek an independent valuation of Securities prior to their purchase.

Meetings of Holders

The Terms and Conditions of the Securities contain provisions for calling meetings of Holders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Holders including Holders who did not attend and vote at the relevant meeting and Holders who voted in a manner contrary to the majority.

The Cash Settlement Amount or the physical delivery of the Entitlement may be less than the Value of an Investment in the Securities

Each Holder may receive a Cash Settlement Amount and/or physical delivery of the Entitlement the aggregate value of which may be less than the value of the Holder's investment in the relevant Securities. In certain circumstances Holders may lose the entire value of their investment.

Possible Illiquidity of the Securities in the Secondary Market

It is very difficult to predict the price at which Securities will trade in the secondary market or whether such market will be liquid or illiquid. The Issuer may, but is not obliged to, list Securities on a stock exchange (application has been made to list and admit the Securities described herein for trading on Euronext Amsterdam and application may be made to list Securities on other stock exchanges). Also, to the extent Securities of a particular issue are exercised or redeemed, the number of Securities of such issue outstanding will decrease, resulting in a diminished liquidity for the remaining Securities of such issue. A decrease in the liquidity of an issue of Securities may cause, in turn, an increase in the volatility associated with the price of such issue of Securities.

Each Issuer and any Manager may, but is not so obliged, at any time purchase Securities at any price in the open market or by tender or private offer/treaty. Any Securities so purchased may be held or resold or surrendered for cancellation as further described herein. A Manager may, but is not obliged to, be a market-maker for an issue of Securities and may cease to do so at any time. Even if a Manager is a market-maker for an issue of Securities, the secondary market for such Securities may be limited. In addition, affiliates of each Issuer (including the relevant Manager as referred to above) may purchase Securities at the time of their initial distribution and from time to time thereafter. There may be no secondary market for the Securities and to the extent that an issue of Securities is or becomes illiquid, an investor may have to exercise or wait until redemption of such Securities, as applicable, to realise greater value than its then trading value. Securities sold in the United States or to U.S. Persons may be subject to transfer restrictions.

Minimum Trading Amount

Investors should note that the Securities may have a minimum trading amount. In such cases, if, following the transfer of any Securities, a Holder holds fewer Securities than the specified minimum trading amount, such Holder will not be permitted to transfer their remaining Securities prior to expiration or redemption, as applicable, without first purchasing enough additional Securities in order to hold the minimum trading amount.

Potential Conflicts of Interest

Certain entities within the Group or its affiliates (including, if applicable, any Manager) may also engage in trading activities (including hedging activities) relating to the Underlying Reference or Reference Entity and other instruments or derivative products based on or relating to the Underlying Reference or Reference Entity of any Securities for their proprietary accounts or for other accounts under their management. BNPP B.V., BNPP and their affiliates (including, if applicable, any Manager) may also issue other derivative instruments in respect of the Underlying Reference. BNPP B.V., BNPP and their affiliates (including, if applicable, any Manager) may also act as underwriter in connection with future offerings of shares or other securities relating to an issue of Securities or may act as financial adviser to certain companies or companies whose shares or other securities are included in a basket or in a commercial banking capacity for such companies. In addition BNPP B.V., BNPP and their affiliates (including, if applicable, any Manager) may act in a number of different capacities in relation to an underlying index, including, but not limited to, issuer of the constituents of the index, index sponsor or calculation agent. In respect of ETI Securities and Fund Securities, the Issuer or one or more of its Affiliates may from time to time engage in business with the relevant ETI or Fund, as the case may be, or companies in which an ETI or Fund, as the case may be, invests, including among other things, extending loans to, or making investments in, or providing advisory services to them, including merger and acquisition advisory services, engaging in activities that may include prime brokerage business, financing transactions or entry into derivative transactions. The ETI or Fund (each as defined below), as applicable, may pay a portion of its fees to the Issuer or any of its Affiliates for the provision of such services. In the course of this business, the Issuer, the Guarantor (if any), the Calculation Agent and any of their respective Affiliates may acquire non-public information about an ETI or a Fund, as applicable, or any companies, funds or reference assets in which an ETI or a Fund invests and the Issuer, the Guarantor (if any), the Calculation Agent or any of their respective Affiliates may publish research reports about them. This research may be modified from time to time without notice and may express opinions or provide recommendations that are inconsistent with purchasing or holding ETI Securities or Fund Securities, as applicable. Such activities could present certain conflicts of interest, could influence the prices of such shares, Fund Shares, ETI Interests or other securities and could adversely affect the value of such Securities.

Because the Calculation Agent (as defined below) may be an affiliate of the Issuer or the Guarantor, potential conflicts of interest may exist between the Calculation Agent and holders of the Securities, including with respect to certain determinations and judgments that the Calculation Agent must make, including whether a Market Disruption Event, a Settlement Disruption Event or Credit Event (each, as defined below) has occurred. The Calculation Agent is obligated to carry out its duties and functions as Calculation Agent in good faith and using its reasonable judgment however, subject to always acting only within the parameters allowed by the terms and conditions of the Securities, it has no responsibility to take investors' interests into account.

In the case of Securities listed on the Italian Stock Exchange, any additional conflicts of interest with respect to such Securities will be specified in the applicable Final Terms.

Certain Considerations Regarding Purchasing Securities as Hedges

Prospective purchasers intending to purchase Securities to hedge against the market risk associated with investing in the Underlying Reference which may be specified in the applicable Final Terms should recognise the complexities of utilising Securities in this manner. For example, the value of the Securities may not exactly correlate with the value of the Underlying Reference which may be specified in the applicable Final Terms. Due to fluctuating supply and demand for the Securities, there is no assurance that their value will correlate with movements of the Underlying Reference which may be specified in the applicable Final Terms. For these reasons, among others, it may not be possible to purchase or liquidate securities in a portfolio at the prices used to calculate the value of any relevant Underlying Reference. In addition, in certain cases, the ability of Holders to use Securities for hedging may be restricted by the provisions of the Securities Act.

Risk of Leveraged Exposure

Leverage involves the use of a number of financial techniques to increase the exposure to an Underlying Reference, and can therefore magnify both returns and losses. While the use of leverage allows for potential multiples of a return (assuming a return is achieved) when the Underlying Reference moves in the anticipated direction, it will conversely magnify losses when the Underlying Reference moves against expectations. If the relevant Securities include leverage (such as OET Certificates), potential holders of such Securities should note that these Securities will involve a higher level of risk, and that whenever there are losses such losses may be higher than those of a similar security which is not leveraged. Investors should therefore only invest in leveraged Securities if they fully understand the effects of leverage.

Credit Ratings may not Reflect all Risks

One or more independent credit rating agencies may assign credit ratings to the Securities. The ratings may not reflect the potential impact of all risks related to structure, market, additional factors discussed above, and other factors that may affect the value of the Securities. A credit rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by the rating agency at any time.

In general, European regulated investors are restricted under Regulation (EC) No. 1060/2009 (as amended) (the "CRA Regulation") from using credit ratings for regulatory purposes, unless such ratings are issued by a credit rating agency established in the EU and registered under the CRA Regulation (and such registration has not been withdrawn or suspended). Such general restriction will also apply in the case of credit ratings issued by non-EU credit rating agencies, unless the relevant credit ratings are endorsed by an EU-registered credit rating agency or the relevant non-EU rating agency is certified in accordance with the CRA Regulation (and such endorsement action or certification, as the case may be, has not been withdrawn or suspended). Certain information with respect to the credit rating agencies and ratings will be disclosed in the applicable Final Terms.

Effect of Credit Rating Reduction

The value of the Securities is expected to be affected, in part, by investors' general appraisal of the creditworthiness of the relevant Issuer and, if applicable, the Guarantor. Such perceptions are generally influenced by the ratings accorded to the outstanding securities of BNPP B.V. or BNPP by standard statistical rating services, such as Moody's Investors Service Ltd. ("Moody's"), Standard & Poor's Ratings Services, a division of The McGraw Hill Companies, Inc. ("Standard & Poor's") and Fitch Ratings Ltd. ("Fitch"). A reduction in the rating, if any, accorded to outstanding debt securities of BNPP B.V. or BNPP by one of these rating agencies could result in a reduction in the trading value of the Securities .

Taxation

Potential purchasers and sellers of Securities should be aware that they may be required to pay stamp taxes or other documentary charges in accordance with the laws and practices of the country where the Securities are transferred and/or any asset(s) are delivered.

EU Directive on the Taxation of Savings Income

Under EC Council Directive 2003/48/EC on the taxation of savings income (the "Directive"), Member States are required to provide to the tax authorities of another Member State details of payments of interest (or similar income) paid by a person within its jurisdiction to an individual resident in that other Member State or to certain limited types of entities established in that other Member State. However, for a transitional period, Luxembourg and Austria are instead required (unless during that period they elect otherwise) to operate a withholding system in relation to such payments (the ending of such transitional period being dependent upon the conclusion of certain other agreements relating to information exchange with certain other countries). A number of non-EU

countries and territories including Switzerland have adopted similar measures (a withholding system in the case of Switzerland).

The European Commission has proposed certain amendments to the Directive which may, if implemented, amend or broaden the scope of the requirements described above.

If a payment were to be made or collected through a Member State which has opted for a withholding system and an amount of, or in respect of, tax were to be withheld from that payment, neither the Issuer nor the Guarantor nor any Paying Agent nor any other person would be obliged to pay additional amounts with respect to any Security as a result of the imposition of such withholding tax.

Certain payments on Warrants and Certificates may be subject to U.S. withholding tax under the U.S. Foreign Account Tax Compliance rules and the dividend equivalent withholding rules.

Under the FATCA rules, it is possible that a 30 percent withholding tax could apply to certain payments on Warrants and Certificates of dividends or interest from sources within the United States beginning in 2014, and to the gross proceeds from the sale or disposition of certain Warrants and Certificates that can produce U.S. source dividend or interest income beginning in 2015. Withholding on certain “passthru payments” made on Warrants and Certificates may also apply beginning in 2017. In addition, under recently proposed regulations, beginning in 2013, a 30 percent withholding tax would be imposed on certain “dividend equivalent” payments on Warrants and Certificates (including in certain cases, payments of the purchase price or an adjustment to the purchase price of a Warrant or Certificate) that are contingent upon or determined by reference to the payment of a dividend from sources within the United States. See “U.S. Federal Income Taxation” below for a more detailed discussion of these rules.

Change of Law

The Conditions of the English Law Securities are based on English law in effect as at the date of this Base Prospectus. The Conditions of the French Law Securities are based on French law in effect as at the date of this Base Prospectus. No assurance can be given as to the impact of any possible judicial decision or change to an administrative practice or change to English law or French law, as applicable, after the date of this Base Prospectus.

Termination of Securities in the Event of Illegality or Impracticability

If the Issuer determines that the performance of its obligations under the Securities has become illegal or impracticable in whole or in part for any reason, the Issuer may cancel, in the case of Warrants, or redeem, in the case of Certificates, the Securities by paying to each Holder the fair market value of such Securities less the cost to the Issuer and/or its Affiliates of unwinding any underlying related hedging arrangements. Such cancellation or redemption may result in an investor not realising a return on an investment in the Securities.

Post-issuance Information

Save as set out in the applicable Final Terms, the relevant Issuer will not provide post-issuance information in relation to the Underlying Reference. In such an event, investors will not be entitled to obtain such information from the relevant Issuer.

Product Specific Risk Factors

Certain Considerations Associated with Index Securities

An investment in Index Securities will entail significant risks not associated with an investment in a conventional debt security. On redemption or exercise, as the case may be, of Index Securities, Holders will

receive an amount (if any) determined by reference to the value of the underlying index/indices. Such underlying index may be a well known and widely published index or an index which may not be widely published or available. The index may reference, inter alia, equities, bonds, currency exchange rates, or other securities or it may be a property index referencing certain property price data which will be subject to market price fluctuations, or reference a number of different assets or indices. A property index may include valuations only and not actual transactions and the property data sources used to compile the index may be subject to change, which may adversely affect the return on the Securities. Index Linked Interest Certificates pay interest calculated by reference the value of the underlying index/indices.

Index Linked Securities linked to a custom index are linked to a proprietary index which may be sponsored and/or calculated by BNP Paribas or one of its affiliates. Pursuant to the operational rules of the relevant custom index, the custom index is scheduled to be calculated on a periodic basis (for example on each weekday). In the event that one of the levels, values or prices of a component included in the custom index is not available for any reason on a relevant day of calculation (i.e. either because it is a non-scheduled trading day in respect of that index component or that index component is subject to a market disruption or otherwise), then the Calculation Agent of the custom index may, but is not obliged to, calculate the level of the custom index on that day by taking a value for the affected index component from the first preceding day on which a level for such affected index component was available.

Various legal entities within the Group may undertake the role of Issuer of the Securities, Calculation Agent of the Securities, sponsor of the underlying custom index and Calculation Agent of the underlying custom index. BNP Paribas has policies and procedures to identify, consider and manage potential conflicts of interest which this situation may potentially generate.

For the avoidance of doubt, the Issuer and/or its affiliates may not be able to trade on and hedge its obligations in respect of the custom index under the Securities notwithstanding the calculation or publication of the level of the custom index. In the event that the Strike Date or any Valuation Date is a Disrupted Day for the custom index, the Strike Date or Valuation Date shall be the first succeeding day on which the Issuer or relevant affiliate is able to trade on and hedge its obligations in respect of the custom index, subject to a specified maximum days of disruption, as more fully set out in the Terms and Conditions of the Securities.

Certain Considerations Associated with Share Securities

An investment in Share Securities will entail significant risks not associated with an investment in a conventional debt security. On redemption or exercise, as the case may be, of Share Securities, Holders will receive an amount (if any) determined by reference to the value of the share(s), GDRs and/or ADRs and/or the physical delivery of a given number of share(s), GDRs and/or ADRs. Accordingly, an investment in Share Securities may bear similar market risks to a direct equity investment and investors should take advice accordingly. Share Linked Interest Certificates pay interest calculated by reference to the value of the underlying share(s), GDRs and/or ADRs.

In the case of Share Securities, no issuer of the underlying shares will have participated in the preparation of the relevant Final Terms or in establishing the terms of the Securities, and none of the Issuer, the Guarantor or any Manager will make any investigation or enquiry in connection with such offering with respect to any information concerning any such issuer of shares contained in such Final Terms or in the documents from which such information was extracted. Consequently, there can be no assurance that all events occurring prior to the relevant issue date (including events that would affect the accuracy or completeness of the publicly available information described in this paragraph or in any relevant Final Terms) that would affect the trading price of the share, GDRs and/or ADRs will have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning such an issuer of shares could affect the trading price of the share, GDRs and/or ADRs and therefore the trading price of the Securities.

Except as provided in the Conditions, Holders will not have voting rights or rights to receive dividends or distributions or any other rights with respect to the relevant shares to which such Securities relate.

Certain Considerations Associated with ETI Securities

An investment in ETI Securities will entail significant risks not associated with an investment in a conventional debt security. On redemption or exercise, as the case may be, of ETI Securities, Holders will receive an amount (if any) determined by reference to the value of the interests in exchange traded instruments or a basket of interests in exchange traded instruments and/or the physical delivery of a given number of interests in exchange traded instruments. Accordingly, an investment in ETI Securities may bear similar market risks to a direct exchange traded instrument investment, and investors should take advice accordingly. ETI Linked Interest Certificates pay interest calculated by reference to the value of the interests in exchange traded instruments or the basket of interests in exchange traded instruments.

Whilst interests in exchange traded instruments are traded on an exchange and are therefore valued in a similar manner as a share traded on an exchange, certain provisions related to ETI Securities are similar to the provisions related to funds and Fund Securities.

In the case of ETI Securities, no exchange traded instrument will have participated in the preparation of the relevant Final Terms or in establishing the terms of the Securities, and none of the Issuer, the Guarantor or any Manager will make any investigation or enquiry in connection with such offering with respect to any information concerning any such exchange traded instrument contained in such Final Terms or in the documents from which such information was extracted. Consequently, there can be no assurance that all events occurring prior to the relevant issue date (including events that would affect the accuracy or completeness of the publicly available information described in this paragraph or in any relevant Final Terms) that would affect the trading price of the interests in the exchange traded instrument will have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning such an exchange traded instrument could affect the trading price of interests in the exchange traded instruments and therefore the trading price of the Securities. ETI Securities do not provide Holders with any participation rights in the underlying ETI(s) and, except in certain circumstances in the case of Physical Delivery Securities, do not entitle holders of ETI Securities to any ownership interest or rights in such ETI(s).

Except as provided in the Conditions, Holders will not have voting rights or rights to receive dividends or distributions or any other rights with respect to the relevant exchange traded instruments to which such Securities relate.

Certain Considerations Associated with Debt Securities

An investment in Debt Securities will entail significant risks not associated with an investment in a conventional debt security. On redemption or exercise, as the case may be, of Debt Securities, Holders will receive an amount (if any) determined by reference to the value of the underlying debt instrument(s) and/or the physical delivery of a given number of debt instrument(s). Accordingly, an investment in Debt Securities may bear similar market risks to a direct debt instrument investment, and investors should take advice accordingly. Debt Linked Interest Certificates pay interest calculated by reference to the value of the underlying debt instrument(s).

Certain Considerations Associated with Commodity Securities

An investment in Commodity Securities will entail significant risks not associated with an investment in a conventional debt security. On redemption or exercise, as the case may be, of Commodity Securities, Holders will receive an amount (if any) determined by reference to the value of the commodity, commodity index, commodities and/or commodity indices. Accordingly, an investment in Commodity Securities may bear similar

market risks to a direct commodity investment, and investors should take advice accordingly. Commodity Linked Interest Certificates pay interest calculated by reference to the value of the underlying commodity, commodity index, commodities and/or commodity indices.

Where the Securities are linked to a commodity index, such commodity index may be a well known and widely available commodity index (such as the S&P GSCI®) or a commodity index which may be less well known (such as a commodity index composed by the Issuer) in which case information (including past performance) may be less readily available. The commodity index may be comprised of futures contracts, mono-indices, or other commodity indices, which may be proprietary. Commodity Securities may be linked to a commodity index which may be sponsored and/or calculated by BNP Paribas or one of its affiliates. Pursuant to the operational rules of the relevant commodity index, the commodity index is scheduled to be calculated on a periodic basis (for example on each weekday). In the event that one of the levels, values or prices of a component included in the commodity index is not available for any reason on a relevant day of calculation including, without limitation, (a) where it is a not a business day in respect of that commodity index component or (b) that commodity index component is subject to a market disruption event, then the calculation agent of the commodity index may, but is not obliged to, calculate the level of the commodity index for the relevant day by taking a value for the affected index component on the first day following the end of a specified maximum days of disruption based on the price at which it is able to sell or otherwise realise any hedge position. Such an occurrence may potentially result in a delay in the publication of the commodity index and the level of the commodity index may be affected.

The Issuer and/or its affiliates may not be able to hedge its obligations in respect of the commodity index under the Securities notwithstanding the calculation and publication of the level of the commodity index. In the event that a Market Disruption Event is occurring on the Initial Pricing Date or any Pricing Date, the Initial Pricing Date or Pricing Date will be postponed until the first succeeding Pricing Date that is not a Commodity Disrupted Day, subject to a specified maximum days of disruption, as more fully set out in the Conditions. Where this occurs on (i) the Initial Pricing Date, the Calculation Agent will be unable to determine the initial or strike level for the commodity index and (ii) on the Final Pricing Date, the Calculation Agent will be unable to determine the final level for the commodity index, until either the Market Disruption Event has ceased or the specified maximum days of disruption have elapsed, whichever is sooner. Investors should be aware that any delay to the determination of the final level of the commodity index may result in a delay in the payment of the Redemption Amount.

Certain Additional Considerations Associated with Index Securities or Commodity Securities valued by reference to Futures Contracts

Financial futures contracts are standardised futures transactions that are linked to financial instruments (e.g. stocks, bonds, indices, interest rates and foreign currencies). Commodity futures contracts are standardised futures transactions that are linked to commodities (e.g. mineral commodities, agricultural products and precious metals). A futures transaction constitutes the contractual obligation to buy or sell a certain amount or number of the respective underlying at a fixed price and at a predetermined future point in time. Futures contracts are traded on futures exchanges and standardised for this purpose with respect to their contract size, the nature and quality of the underlying as well as delivery places and dates, if any. Generally, there is a strong correlation between the price development of an underlying financial instrument or commodity (each or "underlying") on the spot market and the corresponding futures exchange. However, the price of a futures contract will generally be traded at a premium on, or discount from, the spot price of the underlying. This discrepancy is due to such factors as (i) the need to adjust the spot price due to related expenses (e.g. in the case of commodities, warehousing, transport and insurance costs) and (ii) different methods being used to evaluate general factors affecting the spot and the futures markets. In addition, and depending on the underlying, there can be significant differences in the liquidity of the spot and the futures markets.

Investment in futures contracts involves certain other risks, including potential illiquidity. A holder of a futures position may find that such position becomes illiquid because certain exchanges limit fluctuations in such futures contract prices pursuant to "daily limits". Once the price of a particular futures contract has increased or decreased by an amount equal to the daily limit, contracts can neither be bought nor sold unless holders are willing to trade at or within the limit. This could prevent a holder from promptly liquidating unfavourable positions and subject it to substantial losses. For example, futures contract prices in various underlyings occasionally exceed the daily limit for several days with little or no trading. Such losses could have an adverse effect on the return of Securities linked to the affected futures contracts. Any illiquidity disruption or force majeure event (such as an act of God, fire, flood, severe weather conditions, act of governmental authority or a labour dispute or shortage) is likely to have an adverse affect on the value of or trading in the underlying or futures contracts on such underlying and adversely affect the value of the Securities.

Where the Securities are linked to the exchange price of a futures contract, knowledge of the market of the underlying to which the futures contract is linked as well as of the functioning and evaluation factors of futures contracts is necessary to make a valid assessment of the risks associated with the purchase of these Securities.

Certain Additional Considerations Associated with Rolling Futures Contract Securities

Futures contracts have a predetermined expiration date. Holding a futures contract until expiration will result in delivery of the physical underlying or the requirement to make or receive a cash settlement amount. Rolling Futures Contract Securities are valued by reference to futures contracts that have a delivery or expiry month that do not correspond with the term of the Securities. Consequently the futures contracts are "rolled" which means that the futures contract that is nearing expiration (the "near-dated futures contracts") is sold before it expires and a futures contract that has an expiration date further in the future (the "longer-dated futures contracts") is purchased ("Rolling"). In order to maintain an ongoing exposure to such underlyings Rolling of the applicable futures contracts is applied.

An investment in futures contracts where the future is a commodity may increase or decrease through Rolling. Where the price of a near-dated futures contract is greater than the price of the longer-dated futures contract (the underlying is said to be in "backwardation"), then Rolling from the former to the latter will result in greater exposure to the longer-dated futures contract. Therefore, any loss or gain on the new positions will be greater than if an investor had synthetically held the same number of underlying contracts as before the Rolling. Conversely, where the price of the near-dated futures contract is lower than the price of the longer-dated futures contract (the underlying is said to be in "contango") then Rolling will result in less exposure to the longer-dated futures contract. Therefore, any gain or loss on the new positions will be less than if an investor had synthetically held the same number of underlying contracts as before the Rolling.

Depending on whether the Securities are synthetically "long" or "short" the relevant futures contract, where a futures contract is in contango, this is expected to (though may not) have a negative (in the case of a "long" position) or positive (in the case of a "short" position) effect over time on the value of the Securities. Where a futures contract is in backwardation this is expected to (though may not) have a positive (in the case of a "long" position) or negative (in the case of a "short" position) effect over time on the value of the Securities. Where an underlying contract is in contango, then the price of the longer-dated underlying contract will be expected to (but may not) decrease over time as it nears expiry. In such event, Rolling is expected to have a negative effect (in the case of a "long" position) or positive (in the case of a "short" position) on an investment in the underlying contract. Where an underlying contract is in backwardation, then the price of the longer-dated underlying contract is expected to (but may not) increase over time as it nears expiry. In such event, Rolling is expected to have a positive (in the case of a "long" position) or negative (in the case of a "short" position) effect on an investment in the underlying contract.

If, on any Futures Rollover Date (as defined below), a Market Disruption Event (as defined in Commodity Security Condition 1), a Commodity Index Adjustment Event (as defined in Commodity Security Condition 4) or a Non-Commencement or Discontinuance of an Exchange-traded Contract (as defined in Index Security Condition 9.1), as applicable, occurs and it is impossible or materially impracticable for the Calculation Agent to select a futures contract and/or at such time hedge the Issuer's obligations in respect of the Securities then:

(i) in the case of an Index Security that is a Rolling Futures Contract Security:

(a) in the case of Warrants, the Issuer may cancel the Warrants by giving notice to Holders in accordance with General Condition 10. If the Warrants are so cancelled, the Issuer will pay an amount to each Holder in respect of each Warrant, or if Units are specified in the applicable Final Terms, each Unit being cancelled at an amount equal to the fair market value of a Warrant or a Unit, as the case may be, taking into account the Non-Commencement or Discontinuance of the Exchange-traded Contract, less the cost to the Issuer and/or its Affiliates of unwinding any underlying related hedging arrangements, all as determined by the Calculation Agent in its sole and absolute discretion. Payments will be made in such manner as shall be notified to the Holders in accordance with General Condition 10; or

(b) in the case of Certificates:

(A) unless Delayed Redemption on Occurrence of Index Adjustment Event is specified as being applicable in the applicable Final Terms, the Issuer may redeem the Certificates by giving notice to Holders in accordance with General Condition 10. If the Certificates are so redeemed the Issuer will pay an amount to each Holder in respect of each Certificate being redeemed at an amount equal to the fair market value of a Certificate taking into account the Non-Commencement or Discontinuance of the Exchange-traded Contract, less the cost to the Issuer and/or its Affiliates of unwinding any underlying related hedging arrangements, all as determined by the Calculation Agent in its sole and absolute discretion. Payments will be made in such manner as shall be notified to the Holders in accordance with General Condition 10; or

(B) if Delayed Redemption on Occurrence of Index Adjustment Event is specified as being applicable in the applicable Final Terms, the Calculation Agent shall calculate the fair market value of each Certificate taking into account the Non-Commencement or Discontinuance of the Exchange-traded Contract less the cost to the Issuer and/or its Affiliates of unwinding any underlying related hedging arrangements (the "Calculated Contract Adjustment Amount") as soon as practicable following the occurrence of the Non-Commencement or Discontinuance of the Exchange-traded Contract (the "Calculated Contract Adjustment Amount Determination Date") and on the Redemption Date shall redeem each Certificate at an amount calculated by the Calculation Agent equal to (x) the Calculated Contract Adjustment Amount plus interest accrued from and including the Calculated Contract Adjustment Amount Determination Date to but excluding the Redemption Date at a rate equal to Issuer's funding cost at such time or (y) if Principal Protected Termination Amount is specified as being applicable in the applicable Final Terms and if greater, the Notional Amount; or

(ii) in the case of a Commodity Security that is a Rolling Futures Contract Security, the Issuer may take such actions as described in Commodity Security Condition 3 (Consequences of a Market Disruption Event and Disruption Fallbacks) and Commodity Security Condition 4 (Adjustments to a Commodity

Index), as applicable (see "Market Disruption Events relating to Commodity Securities" and "Adjustment Events relating to Commodity Index Securities" below).

Rollover ("Rollover") will be effected on the relevant day specified in the Final Terms (the "Futures Rollover Date") within a certain time frame shortly before the expiration date of the current futures contract. Consequently on any Futures Rollover Date, the Issuer will liquidate its positions assumed through the corresponding hedging arrangements in relation to the existing futures contract whose expiration is imminent and will assume corresponding positions in relation to a new futures contract having identical terms but with a different maturity selected by it acting in good faith and in a commercially reasonable manner.

At each Rollover there may be expenses incurred in replacing the futures contract which may have an adverse effect on the return on the Securities.

Prospective purchasers should be aware that in respect of Rolling Futures Contract Securities, the price difference between the futures involved in each Rollover may have a negative effect on the value of the securities and in the long term be higher than the positive performance of the underlying and result in a total loss of the investment in the Securities. Rolling Futures Contract Securities may not be suitable for investors who intend to invest medium to long term.

Certain Considerations Associated with Inflation Index Securities

An investment in Inflation Index Securities will entail significant risks not associated with an investment in a conventional debt security. On redemption or exercise, as the case may be, of Inflation Index Securities, Holders will receive an amount (if any) determined by reference to the value of the underlying inflation index/indices. Inflation Index Linked Interest Certificates pay interest calculated by reference to the value of the underlying inflation index/indices.

Certain Considerations Associated with Currency Securities

An investment in Currency Securities will entail significant risks not associated with an investment in a conventional debt security. On redemption or exercise, as the case may be, of Currency Securities, Holders will receive an amount (if any) determined by reference to the value of the currency/currencies and/or the physical delivery of a given amount of a currency or currencies. Accordingly, an investment in Currency Securities may bear similar market risks to a direct currency investment, and investors should take advice accordingly. Currency Linked Interest Certificates pay interest calculated by reference to the value of the underlying currency/currencies.

Fluctuations in exchange rates of the relevant currency (or basket of currencies) will affect the value of Currency Securities. Furthermore, investors who intend to convert gains or losses from the exercise, redemption or sale of Currency Securities into their home currency may be affected by fluctuations in exchange rates between their home currency and the relevant currency (or basket of currencies). Currency values may be affected by complex political and economic factors, including governmental action to fix or support the value of a currency (or basket of currencies), regardless of other market forces. Purchasers of Currency Securities risk losing their entire investment if exchange rates of the relevant currency (or basket of currencies) do not move in the anticipated direction.

If additional warrants, securities or options relating to particular currencies or particular currency indices are subsequently issued, the supply of warrants and options relating to such currencies or currency indices, as applicable, in the market will increase, which could cause the price at which the Securities and such other warrants, securities and options trade in the secondary market to decline significantly.

Certain Considerations Associated with Fund Securities

An investment in Fund Securities will entail significant risks not associated with an investment in a conventional debt security. On redemption or exercise, as the case may be, of Fund Securities, Holders will receive an amount (if any) determined by reference to the value of the fund shares and/or the physical delivery of a given number of fund shares or units. Accordingly, an investment in Fund Securities may bear similar market risks to a direct fund investment, and investors should take advice accordingly. Fund Index Linked Interest Certificates pay interest calculated by reference to the value of the underlying fund shares or units. The price of units or shares in a fund may be affected by the performance of the fund service providers, and in particular the investment adviser.

No Fund Service Provider will have participated in the preparation of the relevant Final Terms or in establishing the terms of the Fund Securities, and none of the Issuer, the Guarantor or any Manager will make any investigation or enquiry in connection with such offering with respect to any information concerning any such issuer of fund shares or units contained in such Final Terms or in the documents from which such information was extracted. Consequently, there can be no assurance that all events occurring prior to the relevant issue date (including events that would affect the accuracy or completeness of the publicly available information described in this paragraph or in any relevant Final Terms) that would affect the trading price of the fund shares or units will have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning such an issuer of fund shares or units could affect the trading price of the fund shares or units and therefore the trading price of the Securities. Fund Securities do not provide Holders with any participation rights in the underlying Fund(s) and except in certain circumstances in the case of Physical Delivery Securities, do not entitle holders of Fund Securities to any ownership interest or rights in such Fund(s).

Except as provided in the Conditions, Holders will not have voting rights or rights to receive dividends or distributions or any other rights with respect to the relevant fund shares or units to which such Securities relate.

Certain Considerations Associated with Futures Securities

An investment in Futures Securities will entail significant risks not associated with an investment in a conventional debt security. On redemption or exercise, as the case may be, of Futures Securities, Holders will receive an amount (if any) determined by reference to the value of the futures contract or basket of futures contracts. Accordingly, an investment in Futures Securities may bear similar market risks to a direct futures contract investment, and investors should take advice accordingly. Futures Linked Interest Certificates pay interest calculated by reference to the value of the underlying futures contract or basket of futures contracts.

Additional Risk Factors for Credit Securities

The Issuers may issue Certificates or Warrants where the amount payable is dependent upon whether certain events ("Credit Events") have occurred in respect of one or more Reference Entities and, if so, on the value of certain specified assets of such Reference Entity/Entities or (in the case of Certificates only) where, if such events have occurred, such Issuers' obligation is to deliver certain specified assets.

The price of such Securities may be volatile and will be affected by, amongst other things, the time remaining to the redemption date or expiration date and the creditworthiness of the Reference Entities, which in turn may be affected by the economic, financial and political events in one or more jurisdictions.

Where the Certificates provide for physical delivery, the Issuer may determine that the specified assets to be delivered are either (a) assets which for any reason (including, without limitation, failure of the relevant clearance system or due to any law, regulation, court order or market conditions or the non-receipt of any requisite consents with respect to the delivery of assets which are loans) it is impossible or illegal to deliver on

the specified settlement date or (b) assets which the Issuer and/or any Affiliate has not received under the terms of any transaction entered into by the Issuer and/or such Affiliate to hedge the Issuer's obligations in respect of the Certificates. Any such determination may delay settlement in respect of the Securities and/or cause the obligation to deliver such specified assets to be replaced by an obligation to pay a cash amount which, in either case, may affect the value of the Certificates and, in the case of payment of a cash amount, will affect the timing of the valuation of such Certificates and, as a result, the amount payable on redemption. Prospective purchasers should review the Terms and Conditions of the Certificates and the applicable Final Terms to ascertain whether and how such provisions should apply to the Certificates.

The Issuer's obligations in respect of Credit Securities are irrespective of the existence or amount of the Issuer's and/or any affiliates' credit exposure to a Reference Entity, and the Issuer and/or any affiliate need not suffer any loss nor provide evidence of any loss as a result of the occurrence of a Credit Event.

Holders are exposed to risk on Reference Entities

The holders of Credit Securities will be exposed to the credit risk of one or more Reference Entities, which exposure shall be, unless otherwise stated in the applicable Final Terms, to the full extent of their investment in such Credit Securities. Upon the occurrence of any of the default events comprising a Credit Event with respect to any Reference Entity, the Holders may suffer significant losses at a time when losses may be suffered by a direct investor in obligations of such Reference Entity. However, the holding of a Credit Security is unlikely to lead to outcomes which exactly reflect the impact of investing in an obligation of a Reference Entity, and losses could be considerably greater than would be suffered by a direct investor in the obligations of a Reference Entity and/or could arise for reasons unrelated to such Reference Entity. Holders should also note that a Credit Event may occur even if the obligations of a Reference Entity are unenforceable or their performance is prohibited by any applicable law or exchange controls.

Where Cash Settlement or Auction Settlement applies, the occurrence of a Credit Event in relation to any Reference Entity from time to time may result in a redemption of the Certificates in a reduced redemption amount or at zero, and, (if applicable) in a reduction of the amount on which interest is calculated. Where Physical Settlement applies, the occurrence of a Credit Event may result in the redemption of the Certificates based on the valuation (or by delivery) of certain direct or indirect obligations of the affected Reference Entity, which obligations are likely to have a market value which is substantially less than their par amount.

The holders of Warrants are exposed to the risk that an Event Determination Date does not occur during the term of the Warrants, in which case, the Warrants may expire without payment.

Investors in the Securities are accordingly exposed, as to the redemption amount, their initial investment and interest (if applicable), to the credit risk of the Reference Entity. The maximum loss to an investor in the Securities is 100 per cent. of their initial investment, together with (if applicable) any interest amounts.

A Credit Event may occur prior to the Trade Date

Holders of Credit Certificates may suffer a loss of some or all of the redemption amount of the Certificates in respect of one or more Credit Events that occur prior to the Trade Date or the Issue Date. Accordingly, the Holder of Credit Certificates will be exposed to the risk of the occurrence of any Credit Event after the applicable Credit Event Backstop Date even if it occurs prior to the Issue Date, which may be several weeks after the Trade Date. If the Reference Entity suffers a Credit Event prior to the Issue Date, and a Credit Event Notice, and a Notice of Publicly Available Information (if applicable) are properly delivered, which may occur on or shortly after the Issue Date of the Certificates, such Certificates will be subject to exercise, at or shortly after the Issue Date. No interest will accrue on such Certificates. Neither the Calculation Agent or the Issuer nor any of their respective affiliates has any responsibility to inform any Holder, or avoid or mitigate the effects of a Credit Event that has taken place prior to the Trade Date or the Issue Date.

Increased credit risks associated with Nth-to-Default Credit Certificates

Where the Certificates are Nth-to-Default Credit Certificates, the Certificates will be subject to redemption in full as described above upon the occurrence of a Credit Event in relation to the nth Reference Entity. The credit risk to Holders may therefore be increased as a result of the concentration of Reference Entities in a particular industry sector or geographic area or the exposure of the Reference Entities to similar financial or other risks.

Credit risk may be increased where Reference Entities are concentrated in a particular Sector or region

Where the Certificates are Nth-to-Default Credit Certificates or Linear Basket Credit Certificates, the credit risk to investors in the Certificates may be increased, amongst other things, as a result of the concentration of Reference Entities in a particular industry sector or geographic area, or the exposure of the Reference Entities to similar financial or other risks as other Reference Entities.

Issuer and Calculation Agent will act in their own interests

Each of the Issuer and the Calculation Agent will exercise its rights under the terms of the Securities, including in particular the right to designate a Credit Event and the right to select obligations of the affected Reference Entity for valuation or in respect of the Certificates, delivery, in its own interests and those of its affiliates, and not in the interests of investors in the Securities. The exercise of such rights in such manner, for example by the selection of the eligible obligations of the Reference Entity having (i) in the case of Certificates, the lowest possible market value for valuation or delivery, as applicable, may result in an increased credit loss for holders of the Certificates; or (ii) in the case of Warrants, the highest possible market value for valuation in respect of Warrants, may result in an lower amount payable to the holder of the Warrants. The exercise of such discretion by the Issuer or Calculation Agent could adversely affect (i) the value of the amount in cash, if any, which will be paid in respect of any Securities on the applicable redemption date or expiration date, if any, or (ii) in the case of Certificates, the market value of the portfolio of obligations the Issuer will Deliver.

The determination by the Calculation Agent of any amount or of any state of affairs, circumstance, event or other matter, or the formation of any opinion or the exercise of any discretion required or permitted to be determined, formed or exercised by the Calculation Agent shall (in the absence of manifest error) be final and binding on the Holders. In performing its duties pursuant to the Securities and making any determinations expressed to be made by it, for example, as to substitute Reference Obligations or Successors, the Calculation Agent shall act in its sole and absolute discretion and is under no obligation to act in the interests of the Holders, nor will it be liable to account for any profit or other benefit which may accrue to it as a result of such determinations. The Calculation Agent is not bound to follow, or act in accordance with, any determination of the relevant Credit Derivatives Determinations Committee.

Actions of Reference Entities may affect the value of the Credit Securities

Actions of Reference Entities (for example, merger or demerger or the repayment or transfer of indebtedness) may adversely affect the value of the Securities. Holders of the Securities should be aware that the Reference Entities to which the value of the Securities is exposed, and the terms of such exposure, may change over the term of the Securities.

Payments in the Credit Securities may be deferred or suspended

In certain circumstances, for example where (a) a Credit Event has occurred and the related credit loss has not been determined as at the relevant date for payment, (b) where a potential Credit Event exists as at the Redemption Date of the Certificates or as at the Expiration Date of the Warrants, or (c) pending a resolution of a

Credit Derivatives Determinations Committee, payment of the redemption amount or settlement amount of the Securities and/or interest on the Certificates may be deferred for a material period in whole or part without compensation to the holders of the Certificates.

Suspension of Obligations will suspend payment of principal and interest

If the Calculation Agent determines that, under the terms of the Credit Securities, the obligations of the parties would be suspended pending a resolution of a Credit Derivatives Determination Committee all of the obligations of the Issuer under each Credit Security (including any obligation to deliver any notices, pay any interest, principal or settlement amount or to make any delivery) shall, be and remain suspended until ISDA publicly announces that the relevant Credit Derivatives Determination Committee has resolved the matter in question or not to determine such matters. The Calculation Agent will provide notice of such suspension as soon as reasonably practicable; however, any failure or delay by the Calculation Agent in providing such notice will not affect the validity or effect of such suspension. No interest shall accrue on any payments which are suspended in accordance with the above.

Use of Auction Settlement may adversely affect returns to Holders

Where the Credit Securities are redeemed following the occurrence of a Credit Event by reference to an auction sponsored by ISDA, the Issuer or its affiliates may act as a participating bidder in any such auction and, in such capacity, may take certain actions which may influence the Auction Final Price including (without limitation) submitting bids, offers and physical settlement requests with respect to the obligations of the Reference Entity. If the Issuer or its affiliates participate in an Auction, then they will do so without regard to the interests of Holders, and such participation may have a material adverse effect on the outcome of the relevant Auction and/or on the Credit Securities. Holders will have no right to submit bids and/or offers in an Auction.

The Auction Final Price determined pursuant to an auction may be less than the market value that would otherwise have been determined in respect of the specified Reference Entity or its obligations. In particular, the Auction process may be affected by technical factors or operational errors which would not otherwise apply or may be the subject of actual or attempted manipulation. Auctions may be conducted by ISDA or by a relevant third party. Neither the Calculation Agent, the Issuer nor any of their respective affiliates has any responsibility for verifying that any auction price is reflective of current market values, for establishing any auction methodology or for verifying that any auction has been conducted in accordance with its rules. The Issuer will have no responsibility to dispute any determination of an Auction Final Price or to verify that any Auction has been conducted in accordance with its rules.

Following a Restructuring Credit Event in relation to which ISDA sponsors multiple concurrent auctions, but where there is no auction relating to credit derivative transactions with a maturity of the Credit Securities, if the Calculation Agent exercises the right of the buyer of credit risk protection under the Credit Securities to elect that the Auction Final Price is determined by reference to an alternative Auction, the Auction Final Price so determined may be lower than the amount which would have been determined based on quotations sought from third party dealers

Use of Cash Settlement may adversely affect returns to Holders

If the Securities are cash settled, then, following the occurrence of a Credit Event, the Calculation Agent will be required to seek quotations in respect of selected obligations of the affected Reference Entity. Quotations obtained will be (i) in the case of Certificates, "bid-side" - that is, they will be reduced to take account of a bid- offer spread charged by the relevant dealer; or (ii) in the case of Warrants, "offer-side". Such quotations may not be available, or the level of such quotations may be substantially reduced or may vary substantially as a result of illiquidity in the relevant markets or as a result of factors other than the credit risk of the affected Reference Entity (for example, liquidity constraints affecting market dealers). Accordingly, any quotations so

obtained may be significantly different from the value of the relevant obligation which would be determined by reference to (for example) the present value of related cashflows. Quotations will be deemed to be zero in the event that no such quotations are available.

"Cheapest-to-Deliver" risk for Certificates and conversely for Warrants

Since the Issuer, as buyer of protection in respect of the Certificates has discretion to choose the portfolio of obligations to be valued or delivered following a Credit Event in respect of a Reference Entity, it is likely that the portfolio of obligations selected will be obligations of the Reference Entity with the lowest market value that are permitted to be selected pursuant to the terms of the Certificates. This could result in a lower recovery value and hence greater losses for investors in the Certificates.

Conversely, the Issuer as seller of protection in respect of the Warrants has discretion to choose the portfolio of obligations to be valued following a Credit Event in respect of a Reference Entity, and it is likely that the portfolio of obligations selected will be obligations of the Reference Entity with the highest market value that are permitted to be selected pursuant to the terms of the Warrants. This could result in a higher recovery value and hence a lower settlement amount for investors in the Warrants.

The Issuer and Calculation Agent are not obliged to disclose information on Reference Entities

The Issuer and the Calculation Agent are not obliged to disclose to holders of the Securities any information which they may have at the Issue Date or receive thereafter in relation to any Reference Entity.

Risks may be compounded

Various risks relating to the Securities may be correlated or compounded and such correlation and/or compounding may result in increased volatility in the value of the Securities and/or in increased losses for holders of the Securities.

The Issuer is not obliged to suffer any loss as a result of a Credit Event

Where the Certificates are Single Reference Entity Credit Certificates, Nth-to-Default Credit Certificates or Linear Basket Credit Certificates, credit losses will be calculated for the purposes of the Certificates irrespective of whether the Issuer or its affiliates has suffered an actual loss in relation to the Reference Entity or any obligations thereof. The Issuer is not obliged to account for any recovery which it may subsequently make in relation to such Reference Entity or its obligations.

The Securities do not represent an interest in obligations of Reference Entities

The Securities do not constitute an acquisition by the holders of the Securities of any interest in any obligation of a Reference Entity and the Holders will not have any voting or other rights in relation to such obligation. The Issuer does not grant any security interest over any such obligation.

The value of the Securities may be adversely affected by Illiquidity or Cessation of Indices

In determining the value of the Securities, dealers may take into account the level of a related credit index in addition to or as an alternative to other sources of pricing data. If any relevant index ceases to be liquid, or ceases to be published in its entirety, then the value of the Securities may be adversely affected.

Historical performance may not predict future performance

Individual Reference Entities may not perform as indicated by the historical performance of similar entities and no assurance can be given with respect to the future performance of any Reference Entities. Historical default statistics may not capture events that would constitute Credit Events for the purposes of the Securities.

Limited provision of information about the Reference Entities

This Prospectus does not provide any information with respect to the Reference Entities. Investors should conduct their own investigation and analysis with respect to the creditworthiness of Reference Entities and the likelihood of the occurrence of a Succession Event or Credit Event.

Reference Entities may not be subject to regular reporting requirements under United Kingdom securities laws. The Reference Entities may report information in accordance with different disclosure and accounting standards. Consequently, the information available for such Reference Entities may be different from, and in some cases less than, the information available for entities that are subject to the reporting requirements under the United Kingdom securities laws. None of the Issuer or the Calculation Agent or any of their respective affiliates make any representation as to the accuracy or completeness of any information available with respect to the Reference Entities.

None of the Issuer or the Calculation Agent or any of their respective affiliates will have any obligation to keep investors informed as to any matters with respect to the Reference Entities or any of their obligations, including whether or not circumstances exist that give rise to the possibility of the occurrence of a Credit Event or a Succession Event with respect to the Reference Entities.

Prospective investors should note that in certain circumstances, there may be no requirement for the Issuer to give information which is generally publicly available in relation to the occurrence of a Credit Event. If a Credit Event occurs in respect of an Obligation of a Reference Entity which is not public, Holders of the Securities may not be able to verify the occurrence of such Credit Event.

Cash settlement (whether by reference to an auction or a dealer poll) may be less advantageous than physical delivery of assets

Payments on the Credit Securities following the occurrence of an Event Determination Date may be in cash and will reflect the value of relevant obligations of the affected Reference Entity at a given date. Such payments may be less than the recovery which would ultimately be realised by a holder of debt obligations of the affected Reference Entity, whether by means of enforcement of rights following a default or receipt of distributions following an insolvency or otherwise.

Conflicts of Interest – Credit Derivatives Determinations Committees

The Issuer or any of its affiliates may act as a member of a Credit Derivatives Determinations Committees. In such case, the interests of the Issuer or its affiliates may be opposed to the interests of Holders and they will be entitled to and will act without regard to the interests of Holders.

Rights Associated with Credit Derivatives Determinations Committees

The institutions of the Credit Derivatives Determinations Committee owe no duty to the Holders and have the ability to make determinations that may materially affect the Holders, such as the occurrence of a Credit Event or a Succession Event. A Credit Derivatives Determinations Committee may be able to make determinations without action or knowledge of the Holders.

Holders may have no role in the composition of any Credit Derivatives Determinations Committee. Separate criteria apply with respect to the selection of dealer and non-dealer institutions to serve on a Credit Derivatives Determinations Committee and the Holders may have no role in establishing such criteria. In addition, the composition of a Credit Derivatives Determinations Committee will change from time to time in accordance with the Rules, as the term of an institution may expire or an institution may be required to be replaced. The Holders may have no control over the process for selecting institutions to participate on a Credit Derivatives

Determinations Committee and, to the extent provided for in the Securities, will be subject to the determinations made by such selected institutions in accordance with the Rules.

Holders may have no recourse against either the institutions serving on a Credit Derivatives Determinations Committee or the external reviewers. Institutions serving on a Credit Derivatives Determinations Committee and the external reviewers, among others, disclaim any duty of care or liability arising in connection with the performance of duties or the provision of advice under the Rules, except in the case of gross negligence, fraud or wilful misconduct. Furthermore, the institutions on a Credit Derivatives Determinations Committee do not owe any duty to the Holders and the Holders will be prevented from pursuing claims with respect to actions taken by such institutions under the Rules.

Holders should also be aware that institutions serving on a Credit Derivatives Determinations Committee have no duty to research or verify the veracity of information on which a specific determination is based. In addition, a Credit Derivatives Determinations Committee is not obligated to follow previous determinations and, therefore, could reach a conflicting determination on a similar set of facts. If the Issuer or the Calculation Agent or any of their respective affiliates serve as a member of a Credit Derivatives Determinations Committee at any time, then they will act without regard to the interests of the Holders.

Holders are responsible for obtaining information relating to deliberations of a Credit Derivatives Determinations Committee. Notices of questions referred to the Credit Derivatives Determinations Committee, meetings held to deliberate such questions and the results of binding votes will be published on the ISDA website and neither the Issuer, the Calculation Agent nor any of their respective affiliates shall be obliged to inform the Holders of such information (other than as expressly provided in respect of the Securities. Failure by the Holders to be aware of information relating to deliberations of a Credit Derivatives Determinations Committee will have no effect under the Securities and Holders are solely responsible for obtaining any such information.

Investors should read the Credit Derivatives Determinations Committees Rules as amended from time to time as set out on the ISDA website, xxxx://xxx.xxxx.xxx/xxxxxx/xxxxxxxxxxxxx.xxxx and reach their own views prior to making any investment decisions. Investors should however note that the Rules may subsequently be amended from time to time without the consent or input of the Holders and the powers of the Credit Derivatives Determinations Committee may be expanded or modified as a result.

Multiple Auctions Following Restructuring Credit Event

Where multiple concurrent Auctions are held following a Restructuring Credit Event, the Issuer may be entitled to select a particular Auction for the purposes of settlement of the Credit Securities. The Issuer will make such election acting in its own interests and not in the interests of the Holders.

Credit Warrants

Credit Warrants are Securities in respect of which the Issuer has effectively sold protection on one or more Reference Entities to the Holders and payments on such Warrants will depend on the occurrence of a Credit Event with respect to such Reference Entities.

Any deterioration in the creditworthiness of a Reference Entity will increase the likelihood of a Credit Warrant being capable of being exercised. However, any improvement in the creditworthiness of a Reference Entity may decrease the likelihood of a Credit Warrant being exercised and as a result such improvements may adversely affect the value of such Warrant.

In relation to any Credit Warrants, where the Credit Derivatives Determinations Committee determines that a Restructuring Credit Event has occurred in relation to a Reference Entity and the Calculation Agent determines

that an Auction will be or has been held in relation to Deliverable Obligations which are eligible as Valuation Obligations under the terms of the Warrants, the Warrants will be exercised by delivery of a Credit Event Notice by the Calculation Agent (without notice from the Holder as buyer of protection). This may result in a lower return on the Warrants than if such Warrants had not been automatically exercised in such circumstances. Conversely, where no such Deliverable Obligations exist, the Warrants will not be exercised and will expire worthless.

Risks relating to deposits

Certain credit linked Certificates may be linked to the creditworthiness of a financial institution at which the Hedge Counterparty has made a deposit. Where a Credit Event occurs with respect to the relevant financial institution (which will be the Reference Entity in respect of the Certificates) and the Conditions to Settlement are satisfied, the amount which is paid to a Holder will depend on both the fair market value of the Certificate (as determined by the Calculation Agent without taking into account the credit linked provisions of the Certificate) and either the proportion of the deposit which is recovered from the Reference Entity or, alternatively, if the Hedge Counterparty transfers its rights in respect of the deposit to a third party (which may be an affiliate of the Hedge Counterparty), the proportion of the deposit represented by the amount which is received from a third party in respect of such transfer, in each case less costs involved in unwinding related hedging transactions or hedging positions and as adjusted to reflect the proportion of the Certificates held by an entity in the BNP Paribas Group.

The Calculation Agent may modify the terms of the Securities

The Calculation Agent may, following its determination that there has been a change in the prevailing market standard terms or market trading conventions that affects any hedging transaction, modify the terms of the Securities to the extent necessary to preserve any consistency between the Securities and the hedging transaction. If the Calculation Agent modifies the terms of the Securities, it will do so without regard to the interests of the holders of the Securities and any such modification may be prejudicial to the interests of the holder of the Securities.

Certain Considerations Associated with Hybrid Securities

An investment in Hybrid Securities will entail significant risks not associated with an investment in a conventional debt security. On redemption or exercise, as the case may be, of Hybrid Securities Holders will receive an amount (if any) determined by reference to the value of a combination of a number of different Underlying References. Hybrid Linked Interest Certificates pay interest calculated by reference to the value of the combination of a number of Underlying References.

Certain Considerations Associated with Open End Certificates and OET Certificates

Open End Certificates and OET Certificates do not have any pre-determined maturity and may be redeemed on any date determined by the Issuer, in its sole and absolute discretion, subject to compliance with the provisions of the Conditions. Investment in Open End Certificates and OET Certificates will entail additional risks compared with other Certificates, due to the fact that the redemption date for such Open End Certificates and OET Certificates cannot be determined by the investor.

Certain Considerations Associated with Securities listed on Euronext Paris which are Knock-in Event, Knock- out Event Securities or OET Certificates listed on Euronext Paris

Securities listed on Euronext Paris in respect of which "Knock-in Event" or "Knock-out Event" is specified as applicable in the relevant Final Terms or which are OET Certificates, in each case listed on Euronext Paris constitute "leverage products" (produits à levier) within the meaning of the classification of warrants and

certificates published by Euronext Paris in a notice dated 7 November 2007. The use of such classification is recommended by the French Autorité des Marchés Financiers in accordance with its press release of 28 November 2007. However, all the characteristics and risks of the above mentioned Securities and OET Certificates may not be totally reflected by this classification. In addition, this classification may be amended at any time by Euronext Paris.

Certain Considerations Associated with Multiple Exercise Certificates

If the Certificates are specified to be Multiple Exercise Certificates, each Certificate will, subject to the renouncement by a Certificate holder, be automatically exercised on each Exercise Date and the relevant Cash Settlement Amount (if any) paid on the relevant Exercise Settlement Date. Following the payment of the Cash Settlement Amount (if any) in respect of the final Exercise Settlement Date, the Issuer shall have discharged its obligations in respect of the Certificates and shall have no other liability or obligation whatsoever in respect of such Certificates.

Additional Factors relating to certain Underlying References

Certain Considerations Associated with Securities linked to ETIs

ETI Securities linked to one or more interest in exchange traded instruments reflect the performance of such interest in exchange traded instruments.

An exchange traded instruments may invest in and trade in a variety of investments and financial instruments using sophisticated investment techniques for hedging and non-hedging purposes. Such financial instruments and investment techniques may include, but are not limited to, the use of leverage, short sales of securities, derivative transactions, such as swaps, stock options, index options, futures contracts and options on futures, lending of securities to certain financial institutions, entry into repurchase and reverse repurchase agreements for securities and the investment in foreign securities and foreign currencies.

The amount payable on ETI Securities will be dependent on the performance of the relevant ETI(s) underlying the ETI Securities, which may be linked to the reported NAV per ETI Interest, the trading price available on an exchange for the relevant ETI Interest and/or the actual redemption proceeds the Hedge Provider or a hypothetical investor in the relevant ETI(s) would receive. The amount payable on the ETI Securities may be less and in certain circumstances may be significantly less than the return from a direct investment in the relevant ETI(s) and may be zero.

Unlike Funds, exchange traded instruments are not actively managed. The value of an interest in an exchange traded instrument will decline, more or less, in line with the decline of any securities or the value of any index underlying or linked to the relevant exchange traded instrument. Exchange traded instruments involve risks similar to those of investing in any equity securities traded on an exchange, such as market fluctuations caused by, amongst other things, economic and political developments, changes in interest rates and perceived trends in prices of securities. Where the relevant exchange traded instrument is linked to a particular index, the return on such exchange traded instrument may not match the return of the particular index.

Potential investors in ETI Securities should be aware that none of the Issuer, the Guarantor (if any) or the Calculation Agent have any control over investments made by the relevant exchange traded instrument(s) and in no way guarantee the performance of an exchange traded instrument or the amount payable to holders of ETI Securities.

In hedging the Issuer's obligations under the ETI Securities, the Hedge Provider is not restricted to any particular hedging practice. Accordingly, the Hedge Provider may hedge its exposure using any method it, in its sole discretion, deems appropriate, including, but not limited to, investing in the relevant exchange traded

instrument(s), replicating the performance of the relevant exchange traded instrument(s) or holding any of the assets underlying the relevant exchange traded instrument(s). The Hedge Provider may perform any number of different hedging practices with respect to ETI Securities.

Investing directly or indirectly in interests in exchange traded instruments is generally considered to be risky. If the exchange traded instrument does not perform sufficiently well, the value of the Securities will fall, and may in certain circumstances be zero.

Prospective investors should review carefully the prospectus, information memorandum and/or offering circular (if any) issued by any relevant exchange traded instrument before purchasing any ETI Securities. None of the Issuer, the Guarantor (if any), the Calculation Agent or any of their respective Affiliates make any representation as to the creditworthiness of any relevant exchange traded instrument or any such exchange traded instrument's administrative, custodian, investment manager or adviser.

Certain Considerations Associated with Securities linked to Funds

Where the Issuer issues Fund Securities linked to one or more Funds, including Hedge Funds, Mutual Funds or Private Equity Funds, the relevant Securities reflect the performance of such fund(s).

Funds may trade and invest in a broad range of investments and financial instruments using sophisticated investment techniques for hedging and non-hedging purposes such as debt and equity securities, commodities and foreign exchange and may enter into derivative transactions, including, without limitation, futures, swaps and options. Such financial instruments and investment techniques may also include, but are not limited to, the use of leverage, short sales of securities, transactions that involve the lending of securities to financial institutions, the entry into repurchase and reverse repurchase agreements for securities and the investment in foreign securities and foreign currencies. While these investment strategies and financial instruments provide the investment manager and/or adviser of a Fund the flexibility to implement a range of strategies in an attempt to generate positive returns for the Fund, they also create the risk of significant losses that may adversely affect the value of the Fund and therefore the return on the Fund Securities. Potential investors should be aware that none of the Issuer, the Guarantor (if any) or the Calculation Agent have any control over investments made by a Fund and therefore in no way guarantee the performance of a Fund and therefore the amount due to Holders on cancellation or redemption, as applicable, of the Fund Securities. Funds may often be illiquid and may only be traded on a monthly, quarterly or even less frequent basis. The trading strategies of Funds are often opaque. Funds, as well as the markets and instruments in which they invest, are often not subject to review by governmental authorities, self-regulatory organisations or other supervisory authorities.

The amount payable on Fund Securities will be dependent on the performance of the relevant Fund(s) underlying the Fund Securities, which may be linked to the reported NAV per Fund Share and/or the actual redemption proceeds the Hedge Provider or a hypothetical investor in the relevant Fund(s) would receive. The amount payable on the Fund Securities may be less than the amount payable from a direct investment in the relevant Fund(s). In certain circumstances, a Fund may continue reporting a NAV per Fund Share, but the Hedge Provider or a hypothetical investor may not be able to realise their investment in the relevant Fund(s) at such reported NAV per Fund Share. In such a case, the return on the Fund Securities may be less and in certain circumstances may be significantly less than the reported performance of the relevant Fund(s) and may be zero.

A Fund may be established as part of a master-feeder fund structure. Generally, a master-feeder fund structure involves the incorporation of a "master" fund company into which separate and distinct "feeder" funds invest. Active management of any investment strategy is, generally, performed at the master fund level. In instances where the Fund(s) underlying the relevant Fund Securities are "feeder" funds, the Extraordinary Fund Events (see below) extend to include the "master" fund and its service providers. In conducting their own due diligence

of the relevant Fund(s), prospective investors should pay particular attention to whether the relevant Fund(s) are established as part of a master-feeder fund structure.

In hedging the Issuer's obligations under the Fund Securities, the Hedge Provider is not restricted to any particular hedging practice. Accordingly, the Hedge Provider may hedge its exposure using any method it, in its sole discretion, deems appropriate, including, but not limited to, investing in the relevant Fund(s), replicating the performance of the relevant Fund(s) or holding any of the assets underlying the relevant Fund(s). The Hedge Provider may perform any number of different hedging practices with respect to Fund Securities.

For all the above reasons, investing directly or indirectly in Funds is generally considered to be risky. If the underlying Fund does not perform sufficiently well, the value of the Security will fall, and may in certain circumstances be zero.

Certain Considerations Associated with Securities Linked to Emerging Markets

The Issuer may issue Securities where the amount payable on exercise or redemption or the interest payable is linked to Underlying References which consist of (i) securities, funds or indices comprising securities of issuers that are located in, or subject to regulation in, emerging or developing countries, or (ii) securities which are denominated in the currency of, or are traded in, emerging or developing countries or (iii) currencies of emerging or developing countries. Prospective investors should note that additional risks may be associated with investment in such Securities, including risks associated with political and economic uncertainty, adverse governmental policies, restrictions on foreign investment and currency convertibility, currency exchange rate fluctuations, possible lower levels of disclosure and regulation, and uncertainties as to the status, interpretation and application of laws including, but not limited to, those relating to expropriation, nationalisation and confiscation. Securities traded in emerging or developing countries tend to be less liquid and the prices of such securities more volatile. In addition, settlement of trades in some such markets may be slower and more subject to failure than in markets in developed countries.

Increased custodian costs as well as administrative difficulties (such as the applicability of the laws of the jurisdictions of emerging or developing countries to custodians in such jurisdictions in various circumstances, including bankruptcy, ability to recover lost assets, expropriation, nationalisation and record access) may also arise from the maintenance of assets in such emerging or developing countries.

Prospective purchasers of the Securities should also be aware that the probability of the occurrence of a Hedging Disruption Event (or other Adjustment Event under the relevant legal terms as set out further in the Security Conditions) and consequently loss of investment or profit by an investor may be higher for certain developing or emerging markets. Prospective purchasers are expected to conduct their own enquiries and be satisfied that there are additional risks associated with investments linked to the performance of underlying assets located in these markets.

Certain Considerations Associated with certain Dynamic Securities

The Issuer may issue dynamic Securities ("Dynamic Securities"). Dynamic Securities may be linked to a portfolio or strategy often comprising assets with a greater potential for return and consequently greater risk (e.g. a Hedge Fund) and assets with a lower return and consequently lesser risk (e.g. a zero coupon debt security issued by an issuer with a high credit rating). The portfolio or strategy may include leverage on certain specified terms. The portfolio or strategy is dynamic and may rebalance between the relevant assets based upon a specified allocation methodology. The value of Dynamic Securities is determined by reference to the underlying portfolio or strategy. This portfolio or strategy may change during the term of the Securities, which may affect the value of, and any return on, the Securities.

Considering the above aspects, Dynamic Securities are by their nature intrinsically complex, which makes their evaluation difficult in terms of risk at the time of the purchase as well as thereafter. Investors should therefore purchase Dynamic Securities only after having completely understood and evaluated either themselves or with a financial adviser the nature and the risk inherent in the Dynamic Security.

Certain Considerations Associated with Preference Share Certificates

The Issuer may issue Preference Share Certificates where the amount payable on redemption is dependent upon the changes in the value of certain preference shares, which may fluctuate up or down depending on the performance of the relevant underlying asset(s) or basis of reference to which the preference shares are linked (the "Preference Share Underlying") as set out in the terms and conditions of the relevant series of preference shares (the "Terms of the Preference Shares"). If as a result of the performance of the Preference Share Underlying, the performance of the preference shares is negative, the value of the Preference Share Certificates will be adversely affected. Purchasers of Preference Share Certificates risk losing all or a part of their investment if the value of the preference shares does not move in the anticipated direction.

An investment in Preference Share Certificates will entail significant risks not associated with a conventional debt or equity security. Purchasers of Preference Share Certificates should conduct their own investigations and, in deciding whether or not to purchase the Preference Share Certificates, prospective purchasers should form their own views of the merits of an investment related to the preference shares based upon such investigations and not in reliance on any information given in this Base Prospectus.

Additional Risk Factors for Preference Share Certificates Risks relating to Potential Early Redemption

As set out further in the Preference Share Certificate Conditions, Preference Share Certificates will be subject to early redemption in whole if, in the determination of the Calculation Agent, an illegality, force majeure, Potential Adjustment Event, Additional Disruption Event, Optional Additional Disruption Event or Extraordinary Event occurs or if the Preference Share Issuer delivers a notice to the Issuer in respect of early redemption of the preference shares. In these circumstances the Issuer may redeem the Preference Share Certificates at the Early Redemption Amount. The Early Redemption Amount may be less (and in certain circumstances, significantly less) than investors' initial investment. Holders will not benefit from any appreciation of the preference shares that may occur following such redemption.

The preference shares may contain an "auto-call" mechanism, which may be triggered by certain annual changes in the value of the Preference Share Underlying. If the preference share redemption date is brought forward under that mechanism, the Issuer will also bring forward the Redemption Date under the Preference Share Certificates and the Preference Share Certificates will be redeemed by payment of an amount determined by reference to the performance of the preference shares.

Exposure to the Preference Share Underlying

The Preference Share Underlying may be a specified index or basket of indices, a specified equity or basket of equities, a specified currency or basket of currencies, a specified commodity, commodity index, basket of commodities or commodity indices, a specified fund share or unit or basket of fund shares or units or such other underlying instruments, bases of reference or factors as may be determined by the Preference Share Issuer and specified in the Terms of the Preference Shares. Consequently potential investors should also consider the risk factors set out herein in respect of the risks involved in investing in Securities (in this case the preference shares) linked to certain relevant underlying reference assets.

The Terms of the Preference Shares provide that the preference shares will be redeemable on their final redemption date (or otherwise in accordance with the Terms of the Preference Shares). On redemption, the preference shares will carry preferred rights to receive an amount calculated by reference to the performance of the Preference Share Underlying.

Investors should review the Terms of the Preference Shares and the Preference Share Issuer's constitutional documents and consult with their own professional advisers if they consider it necessary.

Risks relating to the Preference Share Issuer and the Preference Shares

Preference Share Certificates are linked to the performance of the relevant preference shares issued by the Preference Share Issuer. Investors bear the Preference Share Issuer risk. The value of the Preference Share Certificates is dependent on the value of the preference share, which will depend in part on the creditworthiness of the Preference Share Issuer, which may vary over the term of the Preference Share Certificates. The Preference Share Issuer is not an operating company. Its sole business activity is the issue of redeemable preference shares. The Preference Share Issuer does not have any trading assets and does not generate any significant net income. As its funds are limited any misappropriation of funds or other fraudulent action by the Preference Share Issuer or person acting on its behalf would have a significant effect on the value of the preference shares and will affect the value of the Preference Share Certificates.

The Preference Share Issuer, BNP Paribas Arbitrage S.N.C. in its capacity as the Calculation Agent in respect of the preference shares (the "Preference Share Calculation Agent") and the Issuer/Guarantor are each members of the BNP Paribas Group and are affiliates or subsidiaries of the Calculation Agent. As a result of these relationships, potential conflicts of interest may arise between such parties acting in their respective capacities. Subject to any relevant regulatory obligations, the Preference Share Issuer and the Preference Share Calculation Agent owe no duty or responsibility to the Issuer/Guarantor or any Holder to avoid any conflict or to act in the interests of any Holder. The Preference Share Issuer may also rely on members of the BNP Paribas Group (including the Preference Share Calculation Agent) or other service providers to perform its operational requirements. In the event any relevant BNP Paribas Group entities or other service providers fail to perform any obligations, this may adversely affect the value of the preference shares and potentially the amounts payable under the Certificates.

In addition to providing calculation agency services to the Preference Share Issuer, BNP Paribas Arbitrage

S.N.C. or any of its affiliates, may perform further or alternative roles relating to the Preference Share Issuer and any other series of preference shares including, but not limited to, for example, being involved in arrangements relating to any of the underlying reference assets (for example as a calculation agent). Further, BNP Paribas Arbitrage S.N.C. or any of its affiliates may contract with the Preference Share Issuer and/or enter into transactions which relate to the Preference Share Issuer, the preference shares or any of the underlying reference assets and as a result BNP Paribas Arbitrage S.N.C. may face a conflict between its obligations as Preference Share Calculation Agent and its and/or its affiliates' interests in other capacities.

No ownership rights

An investment in Preference Share Certificates is not the same as an investment in the preference shares and does not confer any legal or beneficial interest in the preference shares or any Preference Share Underlying or any voting rights, right to receive dividends or other rights that a holder of the preference shares or any Preference Share Underlying may have.

Additional Risks Associated with Secured Securities

Shortfall on realisation of Collateral Pool

The security provided for a series of Secured Securities is limited to the Collateral Pool applicable to such series. Such Collateral Pool may be shared by a number of series of Secured Securities where so specified in the applicable Final Terms. The value realised for the Collateral Assets in the relevant Collateral Pool may be insufficient to pay the Security Termination Amount in respect of the relevant series of Secured Securities, in which case a "Shortfall" will be deemed to occur unless otherwise specified in the applicable Final Terms or Physical Delivery of Collateral and Nominal Value Collateralisation is applicable in respect of all the Secured Securities secured by the relevant Collateral Pool. In the event of the insolvency of the Issuer and the Guarantor, investors may lose all or a substantial portion of their investment as the Guarantor may not be in a position to pay all or part of any Shortfall.

Adjustments to Collateral Pool where the Collateral Assets are securities

Unless specified otherwise in the applicable Final Terms, where the Collateral Assets for a Collateral Pool are comprised of securities, BNP Paribas Arbitrage S.N.C. (or such other party specified in the applicable Final Terms) (the "Collateral Calculation Agent") will calculate the marked to market value of the Secured Securities (where MTM Collateralisation or Partial MTM Collateralisation is applicable) and the marked to market value of the Collateral Assets in a Collateral Pool (taking into account all factors which the Collateral Calculation Agent deems relevant) on such periodic basis as is specified in the applicable Final Terms in respect of the relevant Collateral Pool. Unless the applicable Final Terms specify that there will be no adjustments to the amount of Collateral Assets or that there are to be no such valuation dates, in the event that on the date of valuation (the "Collateral Valuation Date") there is a difference between (a) the marked to market value of the Collateral Assets in a Collateral Pool (the "Collateral Value") and (b) the sum of, in respect of each series of Secured Securities secured by the relevant Collateral Pool, but excluding, in each case, any Secured Securities that are beneficially owned by the Issuer or any of its affiliates, the marked to market value of such Secured Securities (where MTM Collateralisation is applicable to a series of Secured Securities), a part of the marked to market value of such Secured Securities (where Partial MTM Collateralisation is applicable to a series of Secured Securities) and the aggregate nominal value of such Secured Securities (where Nominal Value Collateralisation is applicable to a series of Secured Securities) or a part of the aggregate nominal value of such Secured Securities (where Partial Nominal Value Collateralisation is applicable to a series of Secured Securities) (such sum, the "Securities Value"), the Issuer will procure that further assets are delivered to the Collateral Account (or substitute existing Collateral Assets with Collateral Assets with a greater value) if the value of the Collateral Assets is less than the Securities Value or will be entitled to remove Collateral Assets from the Collateral Account if the Collateral Value is in excess of the Securities Value prior to such adjustment. Following any such adjustment in respect of Collateral Assets on any Collateral Valuation Date, the Collateral Value is expected to be equal to the Securities Value prior to such adjustment. Investors, nevertheless, will be exposed to the difference between the Securities Value of the Secured Securities and the marked to market value of the Collateral Assets prior to any such adjustment. In addition, even after any such adjustment, where the Security Termination Amount is specified in the relevant Final Terms as being "Security Value Realisation Proceeds", "Nominal Value Realisation Proceeds", "Partial Nominal Value Realisation Proceeds", "Shortfall Value Amount" or "Nominal Value Amount", Holders will be exposed to the difference between the Securities

Value and the Realisation Amount; which difference may result due to any delay in realising the relevant Collateral Assets, fluctuations in the value of the Collateral Assets and/or the costs and expenses incurred in, or relating to, any sale of relevant Collateral Assets.

Unless specified otherwise in the applicable Final Terms, when determining the Securities Value on the basis of the marked to market value of the Secured Securities (or part of such marked to market value), the Collateral Calculation Agent shall take no account of the financial condition of (a) the Issuer which shall be presumed to be able to perform fully its obligations in respect of the Secured Securities or (b) the Guarantor which shall be presumed to be able to perform fully its obligations in respect of the Guarantee.

In the event that the Issuer is required to deliver additional Collateral Assets or alternative Collateral Assets, the Issuer shall do so as soon as practicable following the relevant Collateral Valuation Date. There may be a delay between the Collateral Valuation Date and the date on which the Issuer is able to deliver such additional or alternative Collateral Assets and investors will be exposed to the difference between the fair market value or nominal value (or part thereof, if applicable), as the case may be, of the Secured Securities and the fair market value of the Collateral Assets during such period.

Where Nominal Value Collateralisation or Partial Nominal Value Collateralisation applies to a series of Secured Securities, there is likely to be a difference between the marked to market value of the Secured Securities and the marked to market value of the Collateral Assets in the relevant Collateral Pool. As a consequence, if the security created under the relevant Pledge Agreement is enforced, the amounts available for distribution by the Collateral Agent in respect of a series of Secured Securities to which Nominal Value Collateralisation or Partial Nominal Value Collateralisation applied may be less than the Security Termination Amount payable in respect of each such Secured Security, where such Security Termination Amount is calculated by reference to the marked to market value of such Secured Securities, due to the fact that only the nominal value or part thereof in respect of the relevant Secured Securities is intended to be secured by the relevant Collateral Pool.

Adjustments to Collateral Pool where the Collateral Asset is a cash deposit

Unless specified otherwise in the applicable Final Terms, where the Collateral Asset for a Collateral Pool is comprised of a cash deposit and where MTM Collateralisation or Partial MTM Collateralisation is applicable), the Collateral Calculation Agent will calculate the marked to market value of the Secured Securities (excluding any Secured Securities that are beneficially owned by the Issuer or any of its affiliates) (taking into account all factors which the Collateral Calculation Agent deems relevant) on such periodic basis as is specified in the applicable Final Terms. Any cash deposit will not be valued on a Collateral Valuation Date. Unless the applicable Final Terms specify that there will be no adjustments to the amount of Collateral Assets or that there are no Collateral Valuation Dates, in the event that on a Collateral Valuation Date, there is a difference between the amount of cash standing to the credit of the Collateral Account (the "Deposit Amount") and the relevant Securities Value, the Issuer will procure that further cash is deposited into the relevant Collateral Account if the Deposit Amount is less than the Securities Value or will be entitled to withdraw cash from the Collateral Account if the Deposit Amount is in excess of the Securities Value prior to such adjustment. Following any such adjustment to the Deposit Amount on any Collateral Valuation Date, the Deposit Amount is expected to be equal to the Securities Value. Investors, nevertheless, will be exposed to the difference between the marked to market value (or part thereof) where MTM Collateralisation or Partial MTM Collateralisation is applicable for the Secured Securities and the Deposit Amount prior to such adjustment.

Unless specified otherwise in the applicable Final Terms, when determining the Securities Value on the basis of the marked to market value of the Secured Securities (or part of such marked to market value), the Collateral Calculation Agent shall take no account of the financial condition of (a) the Issuer which shall be presumed to be able to perform fully its obligations in respect of the Secured Securities or (b) the Guarantor which shall be presumed to be able to perform fully its obligations in respect of the Guarantee.

No Shortfall

Where one of "Security Value Realisation Proceeds", "Nominal Value Realisation Proceeds" or "Partial Nominal Value Realisation Proceeds" is specified in the applicable Final Terms as the applicable Security Termination Amount and the amount paid to a Holder is equal to such Security Termination Amount, no Shortfall will be calculated in respect of such Secured Securities and no other amount will be payable by the Issuer in respect of such Secured Securities.

No collateralisation in respect of Secured Securities held by the Issuer or any of its affiliates

There will be no collateralisation in respect of any Secured Securities beneficially owned by the Issuer or any of its affiliates. Following an Enforcement Event, the Issuer or the affiliate of the Issuer that holds the Secured Securities will renounce and waive all rights (including as to payment) in respect of such Secured Securities and shall submit such Secured Securities for cancellation free of payment. During the term of the relevant Secured Securities, where the Issuer or any of its affiliates is the beneficial owner of Secured Securities, it will not provide or hold any Collateral Assets in respect of such Secured Securities.

No adjustments to a Collateral Pool

In respect of certain series of Securities, the Final Terms may specify that there will be no Collateral Calculation Agent and/or Collateral Valuation Dates, in which case there will be no adjustments to the Collateral Assets in the Collateral Pool during the life of the relevant Secured Securities. In this case, if the security is enforced, the proceeds of enforcement that a Holder will receive may not be equal to the market value of the Secured Security which it holds.

Potential conflicts of interest between the Investors and the Collateral Calculation Agent

As the Collateral Calculation Agent is an affiliate of the Issuer and the Guarantor, potential conflicts of interest may arise between the Collateral Calculation Agent and the holders of the Secured Securities, including with respect to the making of certain determinations and the exercise of certain discretions (including as to the value of the Secured Securities and the Collateral Assets) in accordance with the terms of the Amended and Restated Agency Agreement. The Collateral Calculation Agent is obliged to carry out its duties and functions as Collateral Calculation Agent in good faith and using its reasonable judgment. Furthermore, the Collateral Calculation Agent does not and will not act as a fiduciary or as an advisor to the Holders in respect of its duties as Collateral Calculation Agent.

Collateral management and Collateral Agent

BNPP B.V. may appoint one or more agents to perform custodial and administrative functions relating to the Collateral Assets (each a "Collateral Custodian"). It is expected that the initial Collateral Custodian will be BNP Paribas Securities Services, Luxembourg Branch. A failure by any agent to perform its duties and obligations with respect to the Collateral Assets, or the occurrence of any adverse event in relation to those entities, may adversely affect the availability of the Collateral Assets, and consequently adversely affect the realisation of the Collateral Assets. BNPP B.V. will also appoint an agent (the "Collateral Agent") which will enforce the security under the Pledge Agreements upon the occurrence of an Enforcement Event and liquidate or realise the Collateral Assets in each Collateral Pool or appoint an agent to do so on its behalf. It is expected that the initial Collateral Agent will be BNP Paribas Trust Corporation UK Limited. A failure by the Collateral Agent to perform its obligations with respect to the Collateral Assets will adversely affect the realisation of the Collateral Assets. Furthermore, the Collateral Agent does not and will not act as a fiduciary or as an advisor to the Holders in respect of its duties as Collateral Agent and does not act as a trustee for the Holders. No trustee will be appointed in respect of the Secured Securities.

Fluctuations in the value of the Collateral Assets

The Collateral Assets may be subject to fluctuations in value. Investors should note that the Collateral Assets may suffer a fall in value between the time at which the Pledge Agreements become enforceable and the time at which the Collateral Assets are realised in full. In extraordinary circumstances, the Collateral Assets available at the time at which the Pledge Agreements become enforceable could completely lose their value by the time of the realisation.

"Haircut" applied to Collateral Assets

A haircut is the percentage by which the market value of a Collateral Asset is discounted and is designed to mitigate potential depreciation in value of the relevant Collateral Asset in the period between the last valuation of the Collateral Asset and the realisation of such Collateral Asset, such period being known as the 'cure period' or 'holding period'. The haircut should account for the expected volatility of an instrument and discount its value by an amount that reflects the expected maximum price movement within the cure or holding period. The length of this period will be subjectively determined by the Collateral Calculation Agent and reflects the likely length of time that a Collateral Asset would be held before realisation occurs, taking into consideration factors such as contractual timings, the time required for internal decision-making and any legally-mandated stay period. The Final Terms will specify whether or not a haircut applies to a Collateral Pool but will not provide any further information as to the level of any haircut applied to the Collateral Assets in any Collateral Pool. Since the volatility of the value of a Collateral Asset may change through time, haircuts applied to the Collateral Assets may become outdated and may not provide suitable protection against a Shortfall.

Lack of diversification of the Collateral Assets

The selection of the Collateral Assets will be at the discretion of BNPP B.V. provided that such Collateral Assets must be Eligible Collateral. Investors should note that if "Limited Diversification" is specified as being "Applicable" in the applicable Final Terms, the Collateral Assets in a Collateral Pool with which the Secured Securities are secured may be limited to one or a few assets. Such low diversification may increase the risk that the proceeds of realisation of the Collateral Assets may be less than the sums due to the relevant Holders under the relevant Secured Securities as Holders may be exposed potentially to greater market risk on particular Collateral Assets and the amount recovered in respect of the Collateral Assets on their sale will be dependent on the then current market value of a smaller number of Collateral Assets.

Cross default

Following the occurrence of an Enforcement Event in respect of any Collateral Pool, the Collateral Agent will realise the Collateral Assets for all Collateral Pools or will cause such Collateral Assets to be realised. Where the Collateral Assets are securities, liquidation of all the Collateral Assets simultaneously may increase the risk that the proceeds of realisation of the Collateral Assets may be less than the sums due to the relevant Holders under the relevant Secured Securities because liquidation of all the Collateral Assets in the Collateral Pools at the same time could potentially lead to a reduction in the market value of some or all of the Collateral Assets.

Risk of a delay in the realisation of the Collateral Assets in the event of the insolvency of the Issuer

In the event of the insolvency of BNPP B.V., the realisation of the Collateral Assets may be delayed either by the insolvency administrator appointed in relation to BNPP B.V. or by measures ordered by a competent court. Such delay could adversely affect the position of the Holders in the event of depreciation of the value of the Collateral Assets during such delay. In addition, as the Collateral Agent and BNPP B.V. are part of the Group, in the event of the insolvency of BNPP B.V., it is also possible that the Collateral Agent may be insolvent. Such circumstances may lead to an inability to realise the Collateral Assets and/or a delay in the realisation of the Collateral Assets but the Collateral Assets will not form part of the Collateral Agent's estate. The Agency

Agreement will contain provisions permitting the replacement of the Collateral Agent in certain circumstances, including upon the insolvency of the Collateral Agent.

Illiquid Collateral Assets

The Collateral Assets in some Collateral Pools may comprise assets which are not admitted to any public trading market and may therefore be illiquid and not readily realisable. Where there is limited liquidity in the secondary market relating to Collateral Assets, the Collateral Agent (or its agent) may not be able to sell such Collateral Assets to a third party and distribute the net proceeds to Holders. As a result, Holders may not receive payments in respect of their Secured Securities until such Collateral Assets mature or are redeemed in accordance with their terms. The maturity date of such Collateral Assets may be after the date of redemption or termination of the relevant Secured Securities.

Collateral Pools securing multiple Series of Securities

A number of series of Secured Securities may be secured by the same Collateral Pool. Notwithstanding the fact that the value of Collateral Assets in a Collateral Pool may be determined by reference to the market value, part of the market value or the nominal value or part of the nominal value of the relevant Secured Securities, it is possible that, where more than one series of Secured Securities is secured by the same Collateral Pool, the value of the Collateral Assets in a Collateral Pool may not reflect the relevant Securities Value of a particular series of Secured Securities (or the aggregate Securities Value of the series of Secured Securities secured by the relevant Collateral Pool) as accurately as if the Collateral Assets in a Collateral Pool were held in respect of a single series of Secured Securities only.

Failure to comply with collateral obligations

If a number of series of Secured Securities are secured by the same Collateral Pool and if BNPP B.V. were to fail to comply with its obligations (where applicable) to make adjustments to the Collateral Assets in a Collateral Pool following a Collateral Valuation Date, Holders of Secured Securities may be exposed to fluctuations in the marked to market value of other series of Secured Securities which are secured by the same Collateral Pool where MTM Collateralisation or Partial MTM Collateralisation is applicable to such other series of Secured Securities. In such circumstances, if the marked to market value of such other series of Secured Securities to which MTM Collateralisation or Partial MTM Collateralisation applies increases (such Secured Securities, "Increased MTM Securities") prior to the Collateral Valuation Date immediately preceding the occurrence of an Enforcement Event and additional Collateral Assets (or alternative Collateral Assets with a higher value) have not been delivered to the relevant Collateral Account by BNPP B.V., a lower Aggregate Collateral Proceeds Share upon enforcement of the relevant Pledge Agreement will be determined in respect of series of Secured Securities whose marked to market value has not increased to the same extent, or to which Nominal Value Collateralisation or Partial Nominal Value Collateralisation applies (such Secured Securities, "Affected Securities"), than would have been the case if such Affected Securities were not secured by the same Collateral Pool as the Increased MTM Securities with the result that the proceeds of realisation of the Collateral Assets available to be distributed to the Holders of Affected Securities will be reduced.

Nature of security

The security granted by BNPP B.V. under the Pledge Agreements is a security interest over the accounts in which the Collateral Assets are held and does not extend to any interest or distributions paid on such Collateral Assets (to the extent such amounts are not held in the relevant Collateral Accounts). Unless specified otherwise in the applicable Final Terms, no security interest will be granted by BNPP B.V. over any of its rights under any agreement (including, without limitation, any swap agreement or repurchase agreement) under which it acquires any Collateral Assets or its rights against the Collateral Custodian. This means that the Collateral Agent will have no ability to compel BNPP B.V. to enforce its rights (or to enforce such rights on behalf of BNPP B.V.)

against a Repo Counterparty or Swap Counterparty, other counterparty or the Collateral Custodian whereas, if the Collateral Agent did have such rights, this could lead potentially to additional sums being available to pay amounts due in respect of the Secured Securities.

In addition, or as an alternative, to a Luxembourg law governed pledge agreement, the security interest granted by BNPP B.V. in respect of the Collateral Assets in a Collateral Pool may take a different form and may be governed by a different governing law, all as specified in the applicable Final Terms. References in these Risk Factors to a "Pledge Agreement" shall be construed accordingly as a reference to the applicable security arrangement entered into by BNPP B.V. in respect of a Collateral Pool, unless the context requires otherwise.

Enforcement of the security

Following delivery of a Default Notification by a Holder in respect of the occurrence of an Event of Default, the Collateral Agent is only obliged to deliver an Enforcement Notice and enforce the Pledges if BNPP B.V. has not delivered a notice prior to the end of the Dispute Period specifying that it reasonably believes that the Event(s) of Default referred to in the relevant Default Notification have not occurred, together with reasonable evidence supporting BNPP B.V.'s belief. Although BNPP B.V. must have a reasonable belief that no Event of Default has occurred and provide reasonable evidence supporting such belief, any delivery of such a notice by BNPP

B.V. may mean that the security in respect of the Secured Securities is not enforced or that there will be a delay between the service of the Default Notification and the enforcement of the Pledge(s). The Collateral Agent is not obliged to deliver an Enforcement Notice or enforce the Pledge(s) or take any other action if it reasonably believes that it would not be able to recover its costs or other liabilities which would be incurred in connection with such action from the relevant Collateral Assets or otherwise or would experience an unreasonable delay in doing so.

Early redemption or cancellation at the option of the Issuer upon an Increased Cost of Collateral Assets or Collateral Disruption

In addition to the risks relating to Additional Disruption Events described in this Base Prospectus, further Additional Disruption Events will apply to Secured Securities which may increase the possibility of the Secured Securities being redeemed or cancelled early. These further Additional Disruption Events are Increased Cost of Collateral Assets and Collateral Disruption. In the event that BNPP B.V. and/or any of its affiliates (i) would incur materially increased costs (as compared with the circumstances existing on the Trade Date relating to the relevant Secured Securities) in acquiring, borrowing or disposing of Collateral Assets or establishing, maintaining or unwinding any transaction entered into by BNPP B.V. and/or any of its affiliates relating to the Collateral Assets or (ii) are unable, after using commercially reasonable efforts, to (a) acquire, establish, unwind or dispose of any transaction(s) or assets or any futures or option contracts it deems necessary to obtain Collateral Assets (b) acquire or substitute Collateral Assets (including without limitation as a result of adverse market conditions or a lack of liquidity in the market) or (c) freely realise, recover, receive, or transfer the proceeds of any such transaction(s), assets(s) or futures or option contract(s) or any relevant hedge positions relating to the Collateral Assets (including without limitation as a result of adverse market conditions or a lack of liquidity in the market), BNPP B.V. may in its sole and absolute discretion redeem or cancel, as applicable, all of the relevant Secured Securities.

Early redemption or cancellation at the option of the Issuer upon a Collateral Asset Default

Where Collateral Asset Default is specified to be an Optional Additional Disruption Event in respect of a series of Secured Securities, Holders of such Secured Securities will be exposed to the credit risk of the Collateral Assets in the relevant Collateral Pool as well as the credit risk of BNPP B.V. and the Guarantor and, for the avoidance of doubt, upon the occurrence of such Optional Additional Disruption Event, no Shortfall will be determined. Where such Optional Additional Disruption Event occurs and the Collateral Assets become due

and payable prior to their stated maturity date other than by reason of default in payment, Holders will receive a share of the redemption proceeds received by BNPP B.V. in respect of such Collateral Assets in satisfaction of BNPP B.V.'s obligations in respect of the relevant Secured Securities. If the Collateral Assets become due and payable prior to their stated maturity date by reason of default in payment, Holders will receive a pro rata share of the proceeds of sale of the Collateral Assets (after the payment of costs and expenses incurred in or relating to such sale) or, if so specified in the applicable Final Terms, Collateral Assets will be delivered to the Holders in satisfaction of BNPP B.V.'s obligations in respect of the relevant Secured Securities.

Investors should conduct their own investigation and analysis with respect to the creditworthiness of the issuer of the Collateral Assets and the likelihood of the occurrence of a Collateral Asset Default.

None of the Issuer or the Calculation Agent or any of their respective affiliates has any obligation to keep investors informed as to any matters with respect to the Collateral Assets, including whether or not circumstances exist that give rise to the possibility of the occurrence of a Collateral Asset Default with respect to the Collateral Assets.

Prospective investors should note that there is no requirement for the Issuer to give information which is generally publicly available in relation to the occurrence of a Collateral Asset Default. If a Collateral Asset Default occurs in respect of the relevant Collateral Assets which is not public, Holders of the Secured Securities may not be able to verify the occurrence of such Collateral Asset Default.

Subordination of Holders to payment of expenses and other payments

On enforcement of the Pledge Agreements, the rights of the Holders to be paid amounts from the proceeds of such enforcement and realisation of the Collateral Assets may be subordinate to (i) any fees and expenses incurred in such enforcement and realisation of the Collateral Assets and (ii) if a Priority of Payments is specified in the applicable Final Terms, prior rights of the parties identified in such Priority of Payments (which may, without limitation, include the Swap Counterparty and/or Repo Counterparty) to be paid amounts due from the Issuer in priority to the Holders from the proceeds of such enforcement and realisation of the Collateral Assets. Such amounts which may be paid in priority may include, without limitation, termination payments due from BNPP B.V. to the Repo Counterparty under any Repurchase Agreement entered into with respect to such series of Secured Securities and/or termination payments due from BNPP B.V. to the Swap Counterparty under any Swap Agreement entered into with respect to such series of Secured Securities. The degree of subordination of the rights of the Holders may have an impact on the amount received by a Holder in the event of enforcement of the security.

Physical Delivery of Collateral

If Physical Delivery of Collateral is specified in respect of a series of Secured Securities upon enforcement of the Pledge Agreement, the Collateral Agent will not sell the Collateral Assets which are subject to such physical delivery (unless there is a Collateral Settlement Disruption Event) but will deliver the Collateral Assets in the manner set out in the Collateral Security Conditions. In such cases, although the Collateral Assets will be sufficient to pay investors an amount equal to the Nominal Value or Partial Nominal Value of the Secured Securities (as applicable) on their scheduled Redemption Date, investors wishing to sell the Collateral Assets before such date may not be able to realise the same value on the secondary market prior to the Redemption Date and the price of the Collateral Assets will be subject to change according to market conditions.

Collateral Settlement Disruption Event

When Physical Delivery of Collateral is applicable, if a Collateral Settlement Disruption Event occurs or exists on the Collateral Delivery Date, settlement will be postponed until the next Business Day on which there is no Collateral Settlement Disruption Event. If such Collateral Settlement Disruption Event continues for a period of

not more than eight Business Days after the original Collateral Delivery Date, the Collateral Agent will procure the sale of such Collateral Assets in lieu of delivery of the Entitlement. The amount received by a Holder following such sale of Collateral Assets may be lower than the amount which a Holder would have received if the relevant Collateral Assets had been delivered to it and the Holder held the relevant Collateral Assets to the maturity date of such assets or sold such assets at a different point in time.

Scope of guarantee

The guarantee in respect of Secured Securities provided by BNPP is in respect of BNPP B.V.'s obligation to pay a Shortfall only and does not extend to any obligation of BNPP B.V. to deliver any securities or pay any other amount and is therefore more limited in scope than the guarantee provided by BNPP in respect of Securities which are not Secured Securities.

Collateral Security Credit Certificates

The risk factors set out in the Base Prospectus relating to Credit Securities shall also apply to Collateral Security Credit Certificates and, for such purpose, any reference in those risk factors to Credit Securities and Credit Certificates shall be deemed to be a reference to Collateral Security Credit Certificates.

Additional Risks Associated with Collateral Asset Linked Securities

Additional Risks Associated with Secured Securities

The risk factors set out in the Base Prospectus relating to Secured Securities apply to Collateral Asset Linked Securities, save that the following risk factors are not applicable: "Adjustments to Collateral Pool where Collateral Assets are securities", "Adjustments to Collateral Pool where the Collateral Asset is a cash deposit", "Early redemption or cancellation at the option of the Issuer upon a Collateral Asset Default" and "Physical Delivery of Collateral".

Credit risk on the Reference Collateral Asset Issuer

Upon the occurrence of any Collateral Asset Default, the Holders may suffer significant losses at a time when losses may be suffered by a direct investor in obligations of such Reference Collateral Asset Issuer. However, the holding of a Collateral Asset Linked Security is unlikely to lead to outcomes which exactly reflect the impact of directly investing in the Reference Collateral Assets, and losses could be considerably greater than would be suffered by a direct investor in the Reference Collateral Assets and/or could arise for reasons unrelated to such Reference Collateral Assets. Holders should also note that a Collateral Asset Default may occur even if the obligations of the Reference Collateral Asset Issuer under the Reference Collateral Assets are unenforceable or their performance are prohibited by any applicable law or exchange controls.

Actions of Reference Collateral Asset Issuer

Actions of the Reference Collateral Asset Issuer (for example, the repayment or transfer of indebtedness) may adversely affect the value of the Collateral Asset Linked Securities.

No confidential information

The Issuer and the Calculation Agent are not obliged to disclose to holders of the Collateral Asset Linked Securities any confidential information which they may have at the Issue Date or receive thereafter in relation to the Reference Collateral Asset Issuer or the Reference Collateral Assets.

Compounding of risks

Various risks relating to the Collateral Asset Linked Securities may be correlated or compounded and such correlation and/or compounding may result in increased volatility in the value of the Collateral Asset Linked Securities and/or in increased losses for holders of the Collateral Asset Linked Securities.

Historical performance may not predict future performance

The Reference Collateral Assets may not perform as indicated by the historical performance of similar obligations issued by the Reference Collateral Asset Issuer and no assurance can be given with respect to the future performance of the Reference Collateral Assets. Historical default statistics may not capture events that would constitute Collateral Asset Defaults for the purposes of the Collateral Asset Linked Securities.

Consultation Period

Where a Distributor is specified in the applicable Final Terms for a series of Collateral Asset Linked Securities and a Collateral Asset Default may have occurred, the Calculation Agent will consult with the Distributor as to whether a Collateral Asset Default has occurred for a period of up to five Business Days. If the Calculation Agent and the Distributor do not agree whether a Collateral Asset Default has occurred, the Calculation Agent will obtain the views of three participants in the relevant market for the Reference Collateral Assets as to whether a Collateral Asset Default has occurred. If a Collateral Asset Default has occurred, the requirement to consult with the Distributor and, potentially, with market participants could lead to a delay in the Issuer redeeming the Collateral Asset Linked Securities and as a consequence Holders may potentially suffer a loss if the value of the Option and/or the Reference Collateral Assets decline in the period when the relevant consultation(s) is taking place.

Limited provision of information about the Reference Collateral Assets

Investors should conduct their own investigation and analysis with respect to the creditworthiness of the Reference Collateral Asset Issuer and the likelihood of the occurrence of a Collateral Asset Default.

None of the Issuer or the Calculation Agent or any of their respective affiliates has any obligation to keep investors informed as to any matters with respect to the Reference Collateral Assets, including whether or not circumstances exist that give rise to the possibility of the occurrence of a Collateral Asset Default with respect to the Reference Collateral Assets.

Prospective investors should note that there is no requirement for the Issuer to give information which is generally publicly available in relation to the occurrence of a Collateral Asset Default. If a Collateral Asset Default occurs in respect of the relevant Reference Collateral Assets which is not public, Holders of the Collateral Asset Linked Securities may not be able to verify the occurrence of such Collateral Asset Default.

Adjustments to amount of MTM Adjustable Assets in Collateral Pool (MTM Collateralisation Element)

BNP Paribas Arbitrage S.N.C. as the Collateral Calculation Agent will calculate the marked to market value of the portion of the Option that relates to Secured Securities that are held by parties other than the Issuer or any of its affiliates (such securities, the "Placed Secured Securities") and the marked to market value of the MTM Adjustable Assets in the relevant Collateral Pool (taking into account all factors which the Collateral Calculation Agent deems relevant) on every Collateral Valuation Date, provided that no account will be taken of the financial condition of (i) the Issuer which shall be presumed to be able to perform fully its obligations under the Secured Securities or (ii) the Guarantor which shall be presumed to be able to perform fully its obligations under the Guarantee.

In the event that on the relevant Collateral Valuation Date there is a difference between (a) the marked to market value of the MTM Adjustable Assets in the relevant Collateral Pool (the "Collateral Value") and (b) the sum of, in respect of each series of Secured Securities secured by such Collateral Pool, the marked to market value of the portion of the Option that relates to Placed Secured Securities (such sum the "Securities Value"), the Issuer will procure that further MTM Adjustable Assets are delivered to the Collateral Account (or substitute existing MTM Adjustable Assets with MTM Adjustable Assets with a greater value) if the Collateral Value is less than the Securities Value or will be entitled to remove MTM Adjustable Assets from the Collateral Account if the Collateral Value is in excess of the Securities Value prior to such adjustment. Following any such adjustment in respect of MTM Adjustable Assets on any Collateral Valuation Date, the Collateral Value is expected to be equal to the Securities Value prior to such adjustment. Investors, nevertheless, will be exposed to the difference between the Securities Value and the Collateral Value prior to any such adjustment.

In the event that the Issuer is required to deliver additional MTM Adjustable Assets or alternative MTM Adjustable Assets, the Issuer shall do so as soon as practicable following the relevant Collateral Valuation Date. There may be a delay between the Collateral Valuation Date and the date on which the Issuer is able to deliver such additional or alternative MTM Adjustable Assets and investors will be exposed to the difference between the marked to market value of the Collateral Asset Linked Securities and the marked to market value of the MTM Adjustable Assets during such period.

Adjustments to amount of Reference Collateral Assets held in Collateral Pool (Nominal Value Collateralisation Element)

In respect of the aggregate Notional Amount of any Placed Secured Securitiessecured by the relevant Collateral Pool, Nominal Value Collateralisation will apply and therefore the Issuer will hold sufficient Reference Collateral Assets to secure the aggregate Notional Amount of the Collateral Asset Linked Securities held by parties other than the Issuer or any of its affiliates on the Issue Date. There will be no adjustments to the amount of Reference Collateral Assets in the Collateral Pool during the tenor of the Securities to reflect the changing marked to market values or notional amounts of either the Reference Collateral Assets or the Collateral Asset Linked Securities, provided that where the BNPP Holding increases, the amount of Reference Collateral Assets shall be reduced so that, at any time, only the aggregate Notional Amount of the Placed Secured Securities will be collateralised by the Reference Collateral Assets.

No collateralisation in respect of Collateral Asset Linked Securities held by the Issuer or its affiliates

The Issuer will not hold collateral (in the form of either MTM Adjustable Assets or Reference Collateral Assets) in respect of (i) the aggregate Notional Amount of the Collateral Asset Linked Securities that are held by the Issuer or any of its affiliates and (ii) the portion of the Option that relates to Collateral Asset Linked Securities held by the Issuer or any of its affiliates.

Early redemption upon a Collateral Asset Default

Collateral Asset Default will be an Optional Additional Disruption Event in respect of the Collateral Asset Linked Securities. Accordingly, Holders of the Collateral Asset Linked Securities will be exposed to the credit risk of the Reference Collateral Asset Issuer as well as the credit risk of the Issuer and the Guarantor and, for the avoidance of doubt, upon the occurrence of such Optional Additional Disruption Event, no Shortfall will be determined. Where such Optional Additional Disruption Event occurs, Holders will receive a pro rata share of the Reference Collateral Assets in satisfaction of the Issuer's obligations in respect of the aggregate Notional Amount of the Collateral Asset Linked Securities and the Issuer shall pay an amount equal to the marked to market value of the Option to Holders.

Physical Delivery of Reference Collateral Assets

Upon enforcement of the Pledge Agreement, the Collateral Agent will not sell the Reference Collateral Assets (unless there is a Collateral Settlement Disruption Event) but will deliver the Reference Collateral Assets in the manner set out in the Collateral Security Conditions. In such cases, although the Reference Collateral Assets will be sufficient to pay investors an amount equal to the nominal value of the Collateral Asset Linked Securities or part of the nominal value of the Collateral Asset Linked Securities (as applicable) on their scheduled Redemption Date, investors wishing to sell the Reference Collateral Assets before such date may not be able to realise the same value on the secondary market prior to the Redemption Date and the price of the Reference Collateral Assets will be subject to change according to market conditions.

Collateral Settlement Disruption Event

If a Collateral Settlement Disruption Event occurs or exists on the Collateral Delivery Date, settlement will be postponed until the next Business Day on which there is no Collateral Settlement Disruption Event. If such Collateral Settlement Disruption Event continues for a period of not more than eight Business Days after the original Collateral Delivery Date, the Collateral Agent will procure the sale of the Reference Collateral Assets in lieu of delivery of the Entitlement. The amount received by a Holder following such sale of the Reference Collateral Assets may be lower than the amount which a Holder would have received if its share of the Reference Collateral Assets had been delivered to it and the Holder held the Reference Collateral Assets to the maturity date of such assets or sold such assets at a different point in time.

Scope of guarantee

The guarantee in respect of Secured Securities provided by BNPP is in respect of the Issuer's obligation to pay a Shortfall only and does not extend to any obligation of the Issuer to deliver the Reference Collateral Assets or pay any other amount and is therefore more limited in scope than the guarantee provided by BNPP in respect of Securities which are not Secured Securities.

Additional Factors Relating to Disruption and Adjustments

Additional Disruption Events and Optional Additional Disruption Events

If an Additional Disruption Event occurs, or any Optional Additional Disruption Event specified in the applicable Final Terms occurs, the Securities may be subject to adjustment, cancellation (in the case of Warrants) or redemption (in the case of Certificates). The Additional Disruption Events relate to changes in law (including changes in tax or regulatory capital requirements) and hedging disruptions in respect of any hedging transactions relating to the Securities (both as more fully set out in the Conditions).

Market Disruption Events or failure to open of an exchange

If an issue of Securities includes provisions dealing with the occurrence of a Market Disruption Event or failure to open of an exchange on the Strike Date (as defined below), a Valuation Date (as defined below), an Averaging Date (as defined below) or an Observation Date (as defined below) and the Calculation Agent determines that a Market Disruption Event or failure to open of an exchange has occurred or exists on the Strike Date, such Valuation Date, such Averaging Date or such Observation Date, any consequential postponement of the Strike Date, the Valuation Date, Averaging Date or Observation Date or any alternative provisions for valuation provided in any Securities may have an adverse effect on the value and liquidity of such Securities. The occurrence of such a Market Disruption Event or failure to open of an exchange in relation to any Underlying Reference comprising a basket may also have such an adverse effect on Securities related to such basket. In addition, any such consequential postponement may result in the postponement of the relevant Settlement Date or Redemption Date.

Adjustment Events relating to Index Securities

In the case of Index Securities, if a relevant Index is (i) not calculated and announced by the Index Sponsor in respect of the Index but is calculated and announced by a successor sponsor or successor entity, as the case may be, acceptable to the Calculation Agent, or (ii) replaced by a successor index using, in the determination of the Calculation Agent, the same or a substantially similar formula for and method of calculation as used in the calculation of that Index, then, in each case, that index will be deemed to be the Index. In addition, if an Index Modification, an Index Cancellation or an Index Disruption (each as defined below) occurs (each being an "Index Adjustment Event"), then, except as may be limited in the case of U.S. Securities,

(a) the Calculation Agent shall determine if such Index Adjustment Event has a material effect on the Securities and, if so, shall calculate the relevant Settlement Price using, in lieu of a published level for that Index, the level for that Index as at the Valuation Time on that Valuation Date, that Observation Date or that Averaging Date, as the case may be, as determined by the Calculation Agent in accordance with the formula for and method of calculating that Index last in effect prior to the change, failure or cancellation, but using only those securities that comprised that Index immediately prior to that Index Adjustment Event; or

(b) in the case of Warrants, the Issuer may cancel the Warrants by giving notice to Holders. If the Warrants are so cancelled, the Issuer will pay an amount to each Holder in respect of each Warrant, or if Units are specified in the applicable Final Terms, each Unit being cancelled at an amount equal to the fair market value of a Warrant or a Unit, as the case may be, taking into account the Index Adjustment Event, less the cost to the Issuer and/or its Affiliates of unwinding any underlying related hedging arrangements, all as determined by the Calculation Agent in its sole and absolute discretion. Payments will be made in such manner as shall be notified to the Holders; or

(c) in the case of Certificates:

(A) unless Delayed Redemption on Occurrence of Index Adjustment Event is specified as being applicable in the applicable Final Terms, the Issuer may redeem the Certificates by giving notice to Holders. If the Certificates are so redeemed the Issuer will pay an amount to each Holder in respect of each Certificate being redeemed at an amount equal to the fair market value of a Certificate taking into account the Index Adjustment Event, less the cost to the Issuer and/or its Affiliates of unwinding any underlying related hedging arrangements, all as determined by the Calculation Agent in its sole and absolute discretion. Payments will be made in such manner as shall be notified to the Holders; or

(B) if Delayed Redemption on Occurrence of Index Adjustment Event is specified as being applicable in the applicable Final Terms, the Calculation Agent shall calculate the fair market value of each Certificate taking into account the Index Adjustment Event less the cost to the Issuer and/or its Affiliates of unwinding any underlying related hedging arrangements (the "Calculated Index Adjustment Amount") as soon as practicable following the occurrence of the Index Adjustment Event (the "Calculated Index Adjustment Amount Determination Date") and on the Redemption Date shall redeem each Certificate at an amount calculated by the Calculation Agent equal to (x) the Calculated Index Adjustment Amount plus interest accrued from and including the Calculated Index Adjustment Amount Determination Date to but excluding the Redemption Date at a rate equal to Issuer's funding cost at such time or (y) if Principal Protected Termination Amount is specified as being applicable in the applicable Final Terms and if greater, the Notional Amount.

Any such adjustment may have an adverse effect on the value and liquidity of such Securities.

Potential Adjustment Events relating to Share Securities

In the case of Share Securities, except as may be limited in the case of U.S. Securities, following the declaration by the Basket Company or Share Company, as the case may be, of the terms of any Potential Adjustment Event, the Calculation Agent will, in its sole and absolute discretion, determine whether such Potential Adjustment Event has a diluting or concentrative effect on the theoretical value of the Shares and, if so, will (i) make the corresponding adjustment, if any, to any one or more of any Relevant Asset and/or the Entitlement (where the Securities are Physical Delivery Securities) and/or the Exercise Price (in the case of Warrants) and/or the Weighting and/or any of the other terms of the Terms and Conditions and/or the applicable Final Terms as the Calculation Agent in its sole and absolute discretion determines appropriate to account for that diluting or concentrative effect (provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Share) and (ii) determine the effective date of that adjustment. Such adjustment may have an adverse effect on the value and liquidity of the affected Share Securities.

Extraordinary Events relating to Share Securities

In the case of Share Securities if an Extraordinary Event (as defined in the Share Security Conditions) occurs in relation to a Share, the Issuer in its sole and absolute discretion may take the action described in (i), (ii), (iii) (in the case of Warrants), (iv) (in the case of Certificates) or (v) (in each case, if applicable) or, in the case of Securities relating to a Basket of Shares (vi) below (except as may be limited in the case of U.S. Securities):

(i) require the Calculation Agent to determine in its sole and absolute discretion the appropriate adjustment, if any, to be made to any one or more of any Relevant Asset and/or the Entitlement (in each case where the Securities are Physical Delivery Securities) and/or the Exercise Price (in the case of Warrants) and/or the Weighting and/or any of the other terms of the Terms and Conditions and/or the applicable Final Terms to account for the relevant Extraordinary Event and determine the effective date of that adjustment. The relevant adjustments may include, without limitation, adjustments to account for changes in volatility, expected dividends, stock loan rate or liquidity relevant to the Shares or to the Securities. The Calculation Agent may (but need not) determine the appropriate adjustment by reference to the adjustment in respect of the relevant Extraordinary Event made by any options exchange to options on the Shares traded on that options exchange. In addition, in relation to a Basket of Shares, the Calculation Agent may adjust the Basket of Shares in accordance with the provisions of subparagraph (vi) below;

(ii) in the case of Share Securities relating to a Basket of Shares, cancel (in the case of Warrants) or redeem (in the case of Certificates) in part by giving notice to Holders. If the Securities are so cancelled or redeemed, as the case may be, in part the portion (the "Settled Amount") of each Security, or, in the case of Warrants, if Units are specified in the applicable Final Terms, each Unit, as the case may be, representing the affected Share(s) shall be cancelled or redeemed, as the case may be, and the Issuer will:

(a) pay to each Holder in respect of each Security or Unit, as the case may be, held by him an amount equal to the fair market value of the Settled Amount taking into account the relevant Extraordinary Event, less the cost to the Issuer and/or its Affiliates of unwinding any underlying related hedging arrangements, all as determined by the Calculation Agent in its sole and absolute discretion; and

(b) require the Calculation Agent to determine in its sole and absolute discretion the appropriate adjustment, if any, to be made to any one or more of any Relevant Asset and/or the Entitlement (in each case where the Securities are Physical Delivery Securities) and/or the

Exercise Price (in the case of Warrants) and/or the Weighting and/or any of the other terms of the Terms and Conditions and/or the applicable Final Terms to account for such cancellation or redemption, as the case may be, in part.

For the avoidance of doubt the remaining part of each Security or Unit, as the case may be, after such cancellation or redemption, as the case may be, and adjustment shall remain outstanding with full force and effect. Payments will be made in such manner as shall be notified to the Holders;

(iii) in the case of Warrants, on giving notice to Holders, cancel all but not some only of the Warrants, or if Units are specified in the applicable Final Terms, Units, as the case may be, by payment of an amount equal to the fair market value of a Warrant or Unit, as the case may be, taking into account the relevant Extraordinary Event, less the cost to the Issuer and/or its Affiliates of unwinding any underlying related hedging arrangements, plus if already paid, the Exercise Price, all as determined by the Calculation Agent in its sole and absolute discretion. Payments will be made in such manner as shall be notified to the Holders;

(iv) in the case of Certificates;

(a) unless Delayed Redemption on Occurrence of an Extraordinary Event is specified as being applicable in the applicable Final Terms, on giving notice to Holders redeem all but not some only of the Certificates at the amount equal to the fair market value of a Certificate taking into account the relevant Extraordinary Event, less the cost to the Issuer and/or its Affiliates of unwinding any underlying related hedging arrangements, all as determined by the Calculation Agent in its sole and absolute discretion. Payments will be made in such manner as shall be notified to the Holders; or

(b) if Delayed Redemption on Occurrence of an Extraordinary Event is specified as being applicable in the applicable Final Terms, the Calculation Agent shall calculate the fair market value of each Certificate, taking into account the relevant Extraordinary Event, less the cost to the Issuer and/or its Affiliates of unwinding any underlying related hedging arrangements (the "Calculated Extraordinary Event Amount") as soon as practicable following the occurrence of the relevant Extraordinary Event (the "Calculated Extraordinary Event Amount Determination Date") and on the Redemption Date shall redeem each Certificate at an amount calculated by the Calculation Agent equal to (x) the Calculated Extraordinary Event Amount plus interest accrued from and including the Calculated Extraordinary Event Amount Determination Date to but excluding the Redemption Date at a rate equal to Issuer's funding cost at such time or (y) if Principal Protected Termination Amount is specified as being applicable in the applicable Final Terms and if greater, the Notional Amount;

(v) following such adjustment to the settlement terms of options on the Shares traded on such exchange(s) or quotation system(s) as the Issuer in its sole discretion shall select (the "Options Exchange"), require the Calculation Agent to make a corresponding adjustment to any one or more of any Relevant Asset and/or the Entitlement (in each case where the Securities are Physical Delivery Securities) and/or the Exercise Price (in the case of Warrants) and/or the Weighting and/or any of the other terms of the Terms and Conditions and/or the applicable Final Terms, which adjustment will be effective as of the date determined by the Calculation Agent to be the effective date of the corresponding adjustment made by the Options Exchange. If options on the Shares are not traded on the Options Exchange, the Calculation Agent will make such adjustment, if any, to any one or more of any Relevant Asset and/or the Entitlement (in each case where the Securities are Physical Delivery Securities) and/or the Exercise Price (in the case of Warrants) and/or the Weighting and/or any of the other terms of the Terms and Conditions and/or the applicable Final Terms as the Calculation Agent in its sole and absolute

discretion determines appropriate, with reference to the rules and precedents (if any) set by the Options Exchange to account for the relevant Extraordinary Event, that in the determination of the Calculation Agent would have given rise to an adjustment by the Options Exchange if such options were so traded; or

(vi) on or after the relevant Extraordinary Event Effective Date, the Calculation Agent may adjust the Basket of Shares to include a Share selected by it in accordance with the criteria for Share selection set out below (each, a "Substitute Share") for each Share (each, an "Affected Share") of each Basket Company (each, an "Affected Basket Company") which is affected by such Extraordinary Event and the Substitute Share will be deemed to be a "Share" and the relevant issuer of such shares a "Basket Company" for the purposes of the Securities, and the Calculation Agent will make such adjustment, if any, to any one or more of any Relevant Asset and/or the Entitlement (in each case where the Securities are Physical Delivery Securities) and/or the Exercise Price (in the case of Warrants) and/or the Weighting and/or any of the other terms of the Terms and Conditions and/or the applicable Final Terms as the Calculation Agent in its sole and absolute discretion determines appropriate, provided that (i) in the case of Certificates, in the event that any amount payable under the Certificates was to be determined by reference to the Initial Price of the Affected Share, the Initial Price of each Substitute Share will be determined by the Calculation Agent in accordance with the following formula, and (ii) in the case of Warrants, the Exercise Price will be determined by the Calculation Agent in accordance with the following formula:

Initial Price (in the case of Certificates)/Exercise Price (in the case of Warrants)  A  (B/C)

where:

"A" is the official closing price of the relevant Substitute Share on the relevant Exchange on the Substitution Date;

"B" is, in the case of Warrants, the Exercise Price, or, in the case of Certificates, the Initial Price of the relevant Affected Share; and

"C" is the official closing price of the relevant Affected Share on the relevant Exchange on the Substitution Date.

Such substitution and the relevant adjustment to the Basket of Shares will be deemed to be effective as of the date selected by the Calculation Agent (the "Substitution Date") in its sole and absolute discretion and specified in the notice referred to below which may, but need not, be the relevant Extraordinary Event Effective Date.

The Weighting of each Substitute Share in the Basket of Shares will be equal to the Weighting of the relevant Affected Share.

In order to be selected as a Substitute Share, the relevant share must satisfy the following criteria, in the sole and absolute discretion of the Calculation Agent:

(a) where the relevant Extraordinary Event is a Merger Event or a Tender Offer and the relevant share is not already included in the Basket of Shares, the relevant share shall be an ordinary share of the entity or person (other than the Affected Basket Company) involved in the Merger Event or the making of the Tender Offer, that is, or that as of the relevant Extraordinary Event Effective Date is promptly scheduled to be, (A) publicly quoted, traded or listed on an exchange or quotation system located in the same country as the relevant Exchange (or, where the relevant Exchange is within the European Union, in any member state of the European

Union) and (B) not subject to any currency exchange controls, trading restrictions or other trading limitations; or

(b) where the relevant Extraordinary Event is a Merger Event or a Tender Offer and a share would otherwise satisfy the criteria set out in paragraph (a) above, but such share is already included in the Basket of Shares, or in the case of an Extraordinary Event other than a Merger Event or a Tender Offer:

(A) the relevant issuer of the share shall belong to the same economic sector as the Affected Basket Company; and

(B) the relevant issuer of the share shall have a comparable market capitalisation, international standing and exposure as the Affected Basket Company.

Following such cancellation or redemption, an investor generally would not be able to reinvest the relevant proceeds at an effective interest rate as high as the effective return on the relevant Securities being cancelled or redeemed and may only be able to do so at a significantly lower rate, and potential investors should consider reinvestment risk in light of other investments available at that time. Consequently the occurrence of an Extraordinary Event in relation to a Share may have an adverse effect on the value or liquidity of the Securities.

Potential Adjustment Events relating to ETI Securities

In the case of ETI Securities, except as may be limited in the case of U.S. Securities, following the declaration by the relevant exchange traded instruments or any person appointed to provide services directly or indirectly in respect of such exchange traded instrument, as the case may be, of the terms of any Potential Adjustment Event, the Calculation Agent will, in its sole and absolute discretion, determine whether such Potential Adjustment Event has a diluting or concentrative effect on the theoretical value of the ETI Interests and, if so, will (i) make the corresponding adjustment, if any, to any one or more of any Relevant Asset and/or the Entitlement (where the Securities are Physical Delivery Securities) and/or the Exercise Price (in the case of Warrants) and/or the Exercise Price (in the case of Warrants) and/or the Weighting and/or any of the other terms of the Terms and Conditions and/or the applicable Final Terms as the Calculation Agent in its sole and absolute discretion determines appropriate to account for that diluting or concentrative effect (provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant ETI Interest) and (ii) determine the effective date of that adjustment. The Calculation Agent may, but need not, determine the appropriate adjustment by reference to the adjustment in respect of such Potential Adjustment Event made by an options exchange to options on the ETI Interest traded on that options exchange.

Extraordinary Events relating to ETI Securities

In the case of ETI Securities if certain events ("Extraordinary ETI Events") including events relating to Global Events, Litigation/Fraudulent Activity Events, Change in Related Parties/Key Persons Events, Modification Events, Net Asset Value/Investment/AUM Level Events, Tax/Law/Accounting/Regulatory Events, Hedging/Impracticality/Increased Costs Events and Miscellaneous Events in the determination of the Calculation Agent occur, the Issuer may, in its sole and absolute discretion take no action, adjust the terms of the Securities to reflect such event, substitute the relevant ETI Interests or cancel (in the case of Warrants) or redeem (in the case of Certificates) the Securities.

Consequently the occurrence of an Extraordinary ETI Event may have an adverse effect on the value or liquidity of the Securities.

The Issuer will exercise its rights under the ETI Security Conditions, including in particular the action it takes on the occurrence of an Extraordinary Fund Event, in its sole and absolute discretion. Subject to all regulatory

obligations, none of the Issuer, the Guarantor (if any) or the Calculation Agent owes any duty or responsibility to any of the Holders of the ETI Securities. The exercise of such rights in such manner may result in an increased loss in performance of the ETI Securities than if the Issuer had taken different action.

Market Disruption Events relating to Commodity Securities

If a Market Disruption Event occurs or is continuing on a Pricing Date then:

(i) the Calculation Agent will determine if such event has a material effect on the Securities and, if so, will calculate the relevant Interest Amount and/or Cash Settlement Amount and/or make another relevant calculation using, in lieu of a published price or level for the relevant Commodity or Commodity Index, the Commodity Fallback Value;

(ii) the Calculation Agent may substitute the relevant Commodity or Index Component with a Commodity or Index Component selected by it in accordance with the criteria set out below (each a "Substitute Commodity" or a "Substitute Index Component") for each Commodity or Index Component (each an "Affected Commodity" or "Affected Index Component") which is affected by the Market Disruption Event and the Substitute Commodity or Substitute Index Component, as the case may be, will be deemed to be a "Commodity" or an "Index Component", as the case may be, for the purposes of the Securities, and the Calculation Agent will make such adjustment, if any, to any one or more of the Exercise Price (in the case of Warrants) and/or the Weighting and/or any of the other terms of these Terms and Conditions and/or the applicable Final Terms as the Calculation Agent in its sole and absolute discretion determines appropriate, provided that in the event that any amount payable under the Securities was to be determined by reference to the initial price of the Commodity or the Index Component, as the case may be, the initial price or level of each Substitute Commodity or Substitute Index Component, as the case may be, will be determined by the Calculation Agent in its sole and absolute discretion.

In order to be selected as a Substitute Commodity, the Substitute Commodity shall be valued on the basis of a futures contract on similar terms to, with a delivery date corresponding with and relating to the same Commodity as the Affected Commodity.

In order to be selected as a Substitute Index Component, the Substitute Index Component shall be an alternative futures contract or commodity index relating to a futures contract on similar terms to the Affected Index Component.

Such substitution and the relevant adjustment(s) will be deemed to be effective as of the date selected by the Calculation Agent (the "Substitution Date") in its sole and absolute discretion which may, but need not, be the relevant date of the Market Disruption Event. Such substitution will be notified to the Holders as soon as practicable after the Substitution Date in accordance with General Condition 10.

(iii) on giving notice to Holders, the Issuer will cancel or redeem, as applicable, the Securities, and pay in respect of each Security an amount equal to the fair market value of such Securities less the cost to the Issuer of unwinding any underlying related hedging arrangements, all as determined by the Calculation Agent in its sole and absolute discretion; or

Consequently the occurrence of a Market Disruption Event in relation to a Commodity, Commodity Index or Index Component may have an adverse effect on the value or liquidity of the Securities.

Adjustment Events relating to Commodity Index Securities

In the case of a Securities linked to a Commodity Index, if a relevant Commodity Index is (i) not calculated and announced by the Index Sponsor in respect of the Commodity Index but is calculated and announced by a successor sponsor or successor entity, as the case may be, acceptable to the Calculation Agent, or (ii) replaced by a successor Commodity Index using, in the determination of the Calculation Agent, the same or a substantially similar formula for and method of calculation as used in the calculation of that Commodity Index, then, in each case, that Commodity Index will be deemed to be the Commodity Index. In addition, if a Commodity Index Modification, Commodity Index Cancellation or Commodity Index Disruption (each as defined below) occurs (each being a "Commodity Index Adjustment Event"), then:

(i) the Calculation Agent shall determine if such Commodity Index Adjustment Event has a material effect on the Securities and, if so, shall calculate the Relevant Price using, in lieu of a published level for that Commodity Index, the Commodity Fallback Value; or

(ii) on giving notice to Holders, the Issuer will cancel or redeem, as applicable, the Securities, and pay in respect of each Security an amount equal to the fair market value of such Security less the cost to the Issuer of unwinding any underlying related hedging arrangements, all as determined by the Calculation Agent in its sole and absolute discretion.

Any such adjustment may have an adverse effect on the value and liquidity of such Securities.

Other Events relating to Fund Securities

In the case of Fund Securities, if certain events ("Extraordinary Fund Events") including events relating to Global Events, Litigation/Fraudulent Activity Events, Fund Service Provider/Key Person Events, Modification Events, NAV per Fund Share/AUM Level Events, Reporting Events, Tax/Law/Accounting/Regulatory Events, Hedging/Impracticality/Increased Costs Events, Dealing Events and Miscellaneous Events in the determination of the Calculation Agent occur, the Issuer may, in its sole and absolute discretion, take no action, adjust the terms of the Securities to reflect such event, substitute the relevant Fund Shares or cancel (in the case of Warrants) or redeem (in the case of Certificates) the Securities.

Consequently the occurrence of an Extraordinary Fund Event may have an adverse effect on the value or liquidity of the Securities.

In addition, in the event that redemption proceeds in respect of the underlying Fund Shares are not received by the Hedge Provider on or prior to the scheduled date for redemption or settlement, as the case may be, such redemption or settlement date may be postponed for a period of up to two calendar years (or such other period as may be specified in the applicable Final Terms) and no additional amount shall be payable as a result of such delay.

The Issuer will exercise its rights under the Fund Security Conditions, including in particular the action it takes on the occurrence of an Extraordinary Fund Event, in its sole and absolute discretion. Subject to all regulatory obligations, none of the Issuer, the Guarantor (if any) or the Calculation Agent owes any duty or responsibility to any of the Holders of the Fund Securities. The exercise of such rights in such manner may result in an increased loss in performance of the Fund Securities than if the Issuer had taken different action.

Additional Disruption Events and Optional Additional Disruption Events

If an Additional Disruption Event and/or an Optional Additional Disruption Event occurs (other than in respect of Failure to Deliver due to Illiquidity), the Issuer in its sole and absolute discretion may take the action described in (a) or, if applicable, (b), (c), (d) or (e), as the case may be, below:

(a) require the Calculation Agent to determine in its sole and absolute discretion the appropriate adjustment, if any, to be made to any one or more of any Relevant Asset and/or the Entitlement and/or the Exercise Price (in the case of Warrants) and/or the Weighting and/or any of the other terms of the Terms and Conditions and/or the applicable Final Terms to account for the Additional Disruption Event and/or Optional Additional Disruption Event and determine the effective date of that adjustment;

(b) in the case of Warrants, cancel the Warrants by giving notice to Holders. If the Warrants are so cancelled the Issuer will pay an amount to each Holder in respect of each Warrant or, if Units are specified in the applicable Final Terms, each Unit, as the case may be, held by him which amount shall be equal to the fair market value of a Warrant or a Unit, as the case may be, taking into account the Additional Disruption Event and/or Optional Additional Disruption Event less the cost to the Issuer and/or its Affiliates of unwinding any underlying related hedging arrangements (unless provided for otherwise in the relevant Final Terms) plus, if applicable and already paid, the Exercise Price, all as determined by the Calculation Agent in its sole and absolute discretion. Payments will be made in such manner as shall be notified to the Holders;

(c) in the case of Certificates,

(i) unless Delayed Redemption on Occurrence of Additional Disruption Event and/or Optional Additional Disruption Event is specified in the applicable Final Terms, on giving notice to the Holders, redeem all but not some only of the Certificates, each Certificate being redeemed by payment of an amount equal to the fair market value of a Certificate taking into account the Additional Disruption Event and/or Optional Additional Disruption Event less the cost to the Issuer and/or its Affiliates of unwinding any underlying related hedging arrangements (unless provided for otherwise in the relevant Final Terms), all as determined by the Calculation Agent in its sole and absolute discretion. Payments will be made in such manner as shall be notified to the Holders; or

(ii) if Delayed Redemption on Occurrence of Additional Disruption Event and/or Optional Additional Disruption Event is specified as being applicable in the applicable Final Terms, the Calculation Agent shall calculate the fair market value of each Certificate, taking into account the Additional Disruption Event and/or Optional Additional Disruption Event, less the cost to the Issuer and/or its Affiliates of unwinding any underlying related hedging arrangements (the "Calculated Additional Disruption Amount") as soon as practicable following the occurrence of the Additional Disruption Event and/or Optional Additional Disruption Event (the "Calculated Additional Disruption Amount Determination Date") and on the Redemption Date shall redeem each Certificate at an amount calculated by the Calculation Agent equal to (x) the Calculated Additional Disruption Amount plus interest accrued from and including the Calculated Additional Disruption Amount Determination Date to but excluding the Redemption Date at a rate equal to Issuer's funding cost at such time or (y) if Principal Protected Termination Amount is specified as being applicable in the applicable Final Terms and if greater, the Notional Amount; or

(d) in the case of Index Securities linked to a Custom Index, the Calculation Agent may use commercially reasonable efforts to select a successor index with a substantially similar formula for and method of calculation as the Custom Index within twenty (20) Scheduled Custom Index Business Days of the occurrence of the relevant Additional Disruption Event or Optional Additional Disruption Event and, upon selection of such successor index (the "Successor Index"), the Calculation Agent shall promptly notify the Issuer and the Issuer will give notice to the Holders in accordance with Condition 10 and such index shall become the Successor Index and deemed to be a "Custom Index" for the purposes of

the Securities and the Calculation Agent will make such adjustment, if any, to one or more of the Terms and Conditions and/or the applicable Final Terms as the Calculation Agent in its sole and absolute discretion determines appropriate to account for the substitution. Such substitution and any relevant adjustment to the Terms and Conditions and/or the applicable Final Terms will be deemed to be effective as of the date selected by the Calculation Agent in its sole and absolute discretion which may, but need not be the date on which the relevant Additional Disruption Event or Optional Additional Disruption Event occurred; or

(e) in the case of Share Securities linked to a Basket of Shares, the Calculation Agent may adjust the Basket of Shares to include a Share selected by it in accordance with the criteria for Share selection set out below (each a "Substitute Share") for each Share (each an "Affected Share") which is affected by the Additional Disruption Event and/or Optional Additional Disruption Event and the Substitute Share will be deemed to be a "Share" and the relevant issuer of such shares a "Basket Company" for the purposes of the Securities, and the Calculation Agent will make such adjustment, if any, to any one or more of any Relevant Asset and/or the Entitlement (where the Securities are Physical Delivery Securities) and/or the Exercise Price (in the case of Warrants) and/or the Weighting and/or any of the other terms of the Terms and Conditions and/or the applicable Final Terms as the Calculation Agent in its sole and absolute discretion determines appropriate, provided that in the event that any amount payable under the Securities was to be determined by reference to the Initial Price of the Affected Share, the Initial Price of each Substitute Share will be determined by the Calculation Agent in accordance with the following formula:

Initial Price  A (B/C)

where:

"A" is the official closing price of the relevant Substitute Share on the relevant Exchange on the Substitution Date;

"B" is the Initial Price of the relevant Affected Share; and

"C" is the official closing price of the relevant Affected Share on the relevant Exchange on the Substitution Date.

Such substitution and the relevant adjustment to the Basket of Shares will be deemed to be effective as of the date selected by the Calculation Agent (the "Substitution Date") in its sole and absolute discretion and specified in the notice referred to below which may, but need not, be the relevant date of the Additional Disruption Event and/or Optional Additional Disruption Event.

The Weighting of each Substitute Share in the Basket of Shares will be equal to the Weighting of the relevant Affected Share.

In order to be selected as a Substitute Share, the relevant share must be a share which, in the sole and absolute discretion of the Calculation Agent:

(i) is not already included in the Basket of Shares;

(ii) the relevant issuer of such share belongs to the same economic sector as the Basket Company in respect of the Affected Share; and

(iii) the relevant issuer of such share has a comparable market capitalisation, international standing and exposure as the Basket Company in respect of the Affected Share.

If a Failure to Deliver due to Illiquidity occurs:

(A) subject as provided in the Conditions, any Relevant Assets which are not Affected Relevant Assets, will be delivered on the originally designated Settlement Date (in the case of Warrants) or Redemption Date (in the case of Certificates) and (in the case of Warrants) the Calculation Agent shall determine in its discretion the appropriate pro rata portion of the Exercise Price to be paid by the relevant Holder in respect of that partial settlement; and

(B) in respect of any Affected Relevant Assets, in lieu of physical settlement, except in the case of

U.S. Securities (in which case another price or prices will be specified in the applicable Final Terms), the Issuer may elect in its sole discretion to satisfy its obligations in respect of the relevant Security or in the case of Warrants, if Units are specified in the applicable Final Terms, Unit, as the case may be, by payment to the relevant Holder of the Failure to Deliver Settlement Price on the fifth Business Day following the date that notice of such election is given to the Holders in accordance with Condition 10. Payment of the Failure to Deliver Settlement Price will be made in such manner as shall be notified to the Holders.

Consequently the occurrence of an Additional Disruption Event and/or an Optional Additional Disruption Event may have an adverse effect on the value or liquidity of the Securities.

Settlement Disruption Events

In the case of Physical Delivery Securities, if a Settlement Disruption Event occurs or exists on the Settlement Date or the Redemption Date respectively, settlement will be postponed until the next Settlement Business Day in respect of which there is no Settlement Disruption Event. The relevant Issuer in these circumstances also has the right to pay the Disruption Cash Settlement Price (as defined below) in lieu of delivering the Entitlement. As further described below, the Disruption Cash Settlement Price may be less than the fair market value of the Entitlement.

Option to Vary Settlement

If so indicated in the Final Terms, the relevant Issuer may, in its sole and absolute discretion, elect to vary the settlement of the Securities, by (i) in the case of Cash Settled Securities, delivering or procuring delivery of the Entitlement instead of making payment of the Cash Settlement Amount to the relevant Holders or (ii) in the case of Physical Delivery Securities, making payment of the Cash Settlement Amount to the relevant Holders instead of delivering or procuring delivery of the Entitlement.

Option to Substitute Assets or to Pay the Alternate Cash Amount

The Issuer may, in its sole and absolute discretion, if the Calculation Agent determines (in its sole and absolute discretion) that the Relevant Asset or Relevant Assets, as the case may be, comprise assets which are not freely tradable, elect either (i) to substitute a Substitute Asset or Substitute Assets, as the case may be, for the Relevant Asset or Relevant Assets or (ii) not to deliver or procure the delivery of the Entitlement or the Substitute Asset or Substitute Assets, as the case may be, to the relevant holders, but in lieu thereof to make payment to the relevant holders on the Settlement Date of the Alternate Cash Amount.

Certificates Subject to Optional Redemption or Cancellation by the Relevant Issuer or Other Early Redemption or Cancellation

An optional or other early redemption (or cancellation) feature is likely to limit the market value of the Certificates. In the case of Certificates having an optional redemption (or cancellation) feature, during any period when the relevant Issuer may elect to redeem (or cancel) the relevant Certificates, the market value of

those Certificates generally will not rise substantially above the price at which they can be redeemed (or cancelled). This also may be true prior to any redemption (or cancellation) period. In addition, the Final Terms may provide that the relevant Certificates shall be redeemed (or cancelled) early in specified circumstances. Following an optional or early redemption (or cancellation), a Holder generally would not be able to reinvest the redemption (or cancellation) proceeds (if any) at an effective interest rate as high as the interest rate on the relevant Certificates being redeemed (or cancelled), and may only be able to do so at a significantly lower rate. Potential investors should consider reinvestment risk in light of other investments available at that time.

Interest

Interest linked to an Underlying Reference

Interest payable on Underlying Reference Linked Interest Certificates may be determined by reference to an Underlying Reference or combinations of a number of different Underlying References. Potential investors should be aware that:

(i) the market price of such Securities may be volatile;

(ii) they may receive no interest;

(iii) payment of interest may occur at a different time or in a different currency than expected;

(iv) an Underlying Reference may be subject to significant fluctuations that may not correlate with changes in interest rates, currencies or other indices;

(v) if an Underlying Reference is applied to Certificates in conjunction with a weighting greater than one or contains some other leverage factor, the effect of changes in the Underlying Reference on interest payable will be magnified;

(vi) the timing of changes in an Underlying Reference may affect the actual yield to investors, even if the average level is consistent with their expectations (in general, the earlier the change in the Underlying Reference, the greater the effect on yield); and

(vii) interest may only be payable and/or calculated in respect of certain specified days and/or periods on or during which the Underlying Reference or its value equals, exceeds and/or is less than certain specified thresholds.

Limited Exposure to Underlying Reference

If the applicable Final Terms provide that the exposure of the relevant Securities to one or more Underlying References is limited or capped at a certain level or amount, the relevant Securities will not benefit from any upside in the value of any such Underlying References beyond such limit or cap.

Certain Additional Risk Factors Relating to market access products

Prospective purchasers of the Securities should note that the Securities are market access products in that the Issuer's obligations in respect thereof may be hedged by means of the Share(s), the Index, the Shares comprised in the Index, the Shares relating to the depositary receipts, the Debt Securities and/or any instrument used for the purposes of hedging obligations under the Securities being held by a Qualified Investor which is a company within the Issuer's group. Although the prospective purchaser of the Securities will have no proprietary interest in such Share(s), the Index, the Shares comprised in the Index, the Shares relating to the depositary receipts, the Debt Securities and/or any instrument used for the purposes of hedging obligations under the Securities, the economic and other risks associated with such Shares, the Index, the Shares comprised in the Index, the Shares

relating to the depositary receipts, the Debt Securities and/or instrument shall be assumed by the prospective purchasers of Securities as set out further in the Security Conditions.

No assurance can be given as to the liquidity of any trading market for the Securities. Prospective purchasers of the Securities should note that the liquidity of any trading market for the Securities is directly linked to the liquidity of any trading market for the Shares, the depositary receipts, the Debt Securities or the Index or contracts or instruments which reference the Index.

Prospective purchasers of the Securities should also be aware that the probability of the occurrence of a Hedging Disruption Event (or other Adjustment Event under the relevant legal terms as set out further in the Security Conditions) may be higher for certain developing or emerging markets as further described in "Certain Considerations Associated with Securities Linked to Emerging Markets" above.

Certain Additional Risk Factors Associated with Warrants

Limitations on Exercise of Warrants

If so indicated in the Final Terms, the relevant Issuer will have the option to limit the number of Warrants exercisable on any date (other than the final exercise date) to the maximum number specified in the Final Terms and, in conjunction with such limitation, to limit the number of Warrants exercisable by any person or group of persons (whether or not acting in concert) on such date. In the event that the total number of Warrants being exercised on any date (other than the final exercise date) exceeds such maximum number and the Issuer elects to limit the number of Warrants exercisable on such date, a Holder may not be able to exercise on such date all the Warrants that such Holder desires to exercise. In any such case, the number of Warrants to be exercised on such date will be reduced until the total number of Warrants exercised on such date no longer exceeds such maximum, such Warrants being selected at the discretion of the Issuer or in any other manner specified in the applicable Final Terms. Unless otherwise specified in the Final Terms, the Warrants tendered for exercise but not exercised on such date will be automatically exercised on the next date on which Warrants may be exercised, subject to the same daily maximum limitation and delayed exercise provisions.

Minimum Exercise Amount of Warrants

If so indicated in the Final Terms, a Holder must tender or, in the case of automatic exercise, hold, a specified number of Warrants at any one time in order to exercise. Thus, Holders with fewer than the specified minimum number of Warrants will either have to sell their Warrants or purchase additional Warrants, incurring transaction costs in each case, in order to realise their investment. Furthermore, holders of such Warrants incur the risk that there may be differences between the trading price of such Warrants and the Cash Settlement Amount (in the case of Cash Settled Warrants) or the Physical Settlement Value (in the case of Physical Delivery Warrants) of such Warrants.

Time Lag after Exercise of Warrants

In the case of any exercise of Warrants, there will be a time lag between the time a Holder gives instructions to exercise and the time the applicable Cash Settlement Amount (in the case of Cash Settled Warrants) relating to such exercise is determined. Any such delay between the time of exercise and the determination of the Cash Settlement Amount will be specified in the applicable Final Terms or the applicable Terms and Conditions. However, such delay could be significantly longer, particularly in the case of a delay in the exercise of Warrants arising from any daily maximum exercise limitation, the occurrence of a Market Disruption Event or the failure to open of an exchange (if applicable) or following the imposition of any exchange controls or other similar regulations affecting the ability to obtain or exchange any relevant currency (or basket of currencies) in the case of Currency Securities. The applicable Cash Settlement Amount may change significantly during any such

period, and such movement or movements could decrease the Cash Settlement Amount of the relevant Warrants, and may result in such Cash Settlement Amount being zero.

RESPONSIBILITY STATEMENT

Each of BNPP B.V. (in respect of itself) and BNPP (in respect of itself and BNPP B.V.) accepts responsibility for the information contained in this Base Prospectus. To the best of the knowledge of each of BNPP B.V. and BNPP (who have 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.

Information contained in this Base Prospectus which is sourced from a third party has been accurately reproduced and, as far as the relevant Issuer is aware and is able to ascertain from information published by the relevant third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. The relevant Issuer has also identified the source(s) of such information.

The applicable Final Terms will (if applicable) specify the nature of the responsibility taken by the relevant Issuer and, if applicable, the Guarantor for the information relating to the underlying asset, index or other item(s) to which the Securities relate, which is contained in such Final Terms.

DOCUMENTS INCORPORATED BY REFERENCE

This Base Prospectus should be read and construed in conjunction with the following documents which have been previously published or are published simultaneously with this Base Prospectus and that have been filed with the Netherlands competent authority for the purpose of the Prospectus Directive, and shall be incorporated in, and form part of, this Base Prospectus:

(a) The terms and conditions of the Warrants contained in the base prospectus (the "2005 Base Prospectus") of BNPP and BNPP B.V. dated 18 October 2005 (the "2005 Warrant Conditions"), the terms and conditions of the Warrants contained in the base prospectus (the "January 2006 Base Prospectus") of BNPP and BNPP B.V. dated 18 January 2006 (the "January 2006 Warrant Conditions"), the terms and conditions of the Warrants contained in the base prospectus (the "June 2006 Base Prospectus") of BNPP and BNPP B.V. dated 21 June 2006 (the "June 2006 Warrant Conditions"), the terms and conditions contained in the supplement (the "2006 Supplement") to the June 2006 Base Prospectus dated 21 December 2006 (the "December 2006 Warrant Conditions"), the terms and conditions of the Warrants contained in the supplement (the "2007 Supplement") to the June 2006 Base Prospectus dated 1 March 2007 (the "March 2007 Warrant Conditions"), the terms and conditions of the Warrants contained in the base prospectus (the "2007 Base Prospectus") of BNPP and BNPP B.V. dated 30 May 2007 (the "May 2007 Warrant Conditions"), the terms and conditions of the Warrants contained in the base prospectus (the "2008 Base Prospectus") of BNPP and BNPP B.V. dated 30 May 2008 (the "May 2008 Warrant Conditions "), the terms and conditions of the Warrants contained in the supplement (the "2008 Supplement") to the May 2008 Warrant Conditions dated 14 August 2008 (the "August 2008 Warrant Conditions"), the terms and conditions of the Warrants contained in the base prospectus (the "2009 Base Prospectus") of BNPP and BNPP

B.V. dated 3 June 2009 (the "June 2009 Warrant Conditions"), the terms and conditions of the Securities contained in the base prospectus (the "2010 Base Prospectus") of BNPP and BNPP B.V. dated 3 June 2010 (the "June 2010 Securities Conditions"), the terms and conditions of the Securities contained in the supplement (the "2011 Supplement") to the June 2010 Base Prospectus dated 24 March 2011 (the "March 2011 Securities Conditions"), the terms and conditions of the Securities contained in the base prospectus (the "2011 Base Prospectus") of BNPP and BNPP B.V. dated 7 June 2011 (the "June 2011 Securities Conditions"), the terms and conditions of the Securities contained in the supplement (the "September 2011 Supplement") to the June 2011 Base Prospectus dated 14 September 2011 (the "September 2011 Securities Conditions") and the terms and conditions of the Securities contained in the supplement (the "April 2012 Supplement") to the June 2011 Base Prospectus dated 4 April 2012 (the "April 2012 Securities Conditions" and together with the 2005 Warrant Conditions, the January 2006 Warrant Conditions, the June 2006 Warrant Conditions, the December 2006 Warrant Conditions, the March 2007 Warrant Conditions, the May 2007 Warrant Conditions, the May 2008 Warrant Conditions, the August 2008 Warrant Conditions, the June 2009 Warrant Conditions, the June 2010 Securities Conditions, the June 2011 Securities Conditions and the September 2011 Securities Conditions, the "Warrant Previous Conditions");

(b) the terms and conditions of the Certificates contained in the 2005 Base Prospectus (the "2005 Certificate Conditions"), the terms and conditions of the Certificates contained in the January 2006 Base Prospectus (the "January 2006 Certificate Conditions"), the terms and conditions of the Certificates contained in the June 2006 Base Prospectus (the "June 2006 Certificate Conditions"), the terms and conditions of the Certificates contained in the 2006 Supplement (the "December 2006 Certificate Conditions"), the terms and conditions of the Certificates contained in the 2007 Supplement (the "March 2007 Certificate Conditions"), the terms and conditions of the Certificates contained in the 2007 Base Prospectus (the "May 2007 Certificate Conditions"), the terms and

conditions of the Certificates contained in the 2008 Base Prospectus (the "May 2008 Certificate Conditions"), the terms and conditions of the Certificates contained in the 2008 Supplement (the "August 2008 Certificate Conditions") and the terms and conditions of the Certificates contained in the 2009 Base Prospectus (the "June 2009 Certificate Conditions" and together with the 2005 Certificate Conditions, the January 2006 Certificate Conditions, the June 2006 Certificate Conditions, the December 2006 Certificate Conditions, the March 2007 Certificate Conditions, the May 2007 Certificate Conditions, the May 2008 Certificate Conditions, the August 2008 Certificate Conditions, the "Certificate Previous Conditions");

(c) the information statement relating to BNPP, dated 1 June 2012 (the "Information Statement");

(d) the audited consolidated financial statements of BNP Paribas as at, and for the years ended, 31 December 2010 and 31 December 2011 (the "BNPP 2010 Financial Statements" and the "BNPP 2011 Financial Statements" respectively), together with the respective statutory auditors' reports thereon, as contained, respectively, in BNP Paribas' document de référence in English for 2010 (the "2010 BNPP Registration Document") and in BNP Paribas' document de référence in English for 2011 (the "2011 BNPP Registration Document");

(e) chapter 5 (entitled "Pillar 3") of the 2010 BNPP Registration Document and the 2011 BNPP Registration Document;

(f) the supplement to the consolidated financial statements of BNP Paribas as at, and for the year ended, 31 December 2010 as contained in Chapter 3 of BNPP's Actualisation du document de référence déposeé auprés de l'AMF le 6 mai 2011 in English (the "First Update to the 2010 BNPP Registration Document");

(g) the audited annual non-consolidated financial statements of BNPP B.V. as at, and for the years ended, 31 December 2010 and 31 December 2011 (the "BNPP B.V. 2010 Financial Statements" and the "BNPP B.V. 2011 Financial Statements" respectively), such financial statements and the respective auditors' reports thereon, being available as part of the respective statutory annual reports for 2010 (the "2010 BNPP B.V. Annual Report") and 2011 (the "2011 BNPP B.V. Annual Report");

save that any statement contained herein or in a document which is deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purpose of this Base Prospectus to the extent that such statement is inconsistent with a statement contained in this Base Prospectus.

The information incorporated by reference above is available as follows:

Information Incorporated by Reference	Reference
BNP PARIBAS/BNP PARIBAS ARBITRAGE ISSUANCE B.V.
Warrant Previous Conditions
2005 Warrant Conditions	Pages 42 to 93 of the 2005 Base Prospectus
January 2006 Warrant Conditions	Pages 55 to 109 of the January 2006 Base Prospectus
June 2006 Warrant Conditions	Pages 49 to 117 of the June 2006 Base Prospectus
December 2006 Warrant Conditions	Pages 2 to 10 of the 2006 Supplement
March 2007 Warrant Conditions	Pages 3 to 12 of the 2007 Supplement
May 2007 Warrant Conditions	Pages 55 to 144 of the 2007 Base Prospectus
May 2008 Warrant Conditions	Pages 68 to 181 of the 2008 Base Prospectus
August 2008 Warrant Conditions	Pages 45 to 158 of the 2008 Supplement
June 2009 Warrant Conditions	Pages 87 to 215 of the 2009 Base Prospectus
June 2010 Securities Conditions	Pages 130 to 235 of the 2010 Base Prospectus
March 2011 Securities Conditions	Pages 20 to 54 of the 2011 Supplement
June 2011 Securities Conditions	Pages 138 to 461 of the 2011 Base Prospectus

Information Incorporated by Reference	Reference
September 2011 Securities Conditions	Pages 2 to 3 of the September 2011 Supplement
April 2012 Securities Conditions	Pages 4 to 6 of the April 2012 Supplement
Certificate Previous Conditions
2005 Certificate Conditions	Pages 94 to 135 of the 2005 Base Prospectus
January 2006 Certificate Conditions	Pages 110 to 154 of the January 2006 Base Prospectus
June 2006 Certificate Conditions	Pages 143 to 214 of the June 2006 Base Prospectus
December 2006 Certificate Conditions	Page 2 of the 2006 Supplement
March 2007 Certificate Conditions	Pages 13 to 21 of the 2007 Supplement
May 2007 Certificate Conditions	Pages 171 to 254 of the 2007 Base Prospectus
May 2008 Certificate Conditions	Pages 226 to 388 of the 2008 Base Prospectus
August 2008 Certificate Conditions	Pages 207 to 369 of the 2008 Supplement
June 2009 Certificate Conditions	Pages 284 to 471 of the 2009 Base Prospectus
BNP Paribas Information Statement
Risk Factors	Pages 5 to 10 of the Information Statement
Selected Financial Data	Pages 11 to 12 of the Information Statement
Capitalisation of the Group	Pages 13 to 16 of the Information Statement
Management's Discussion and Analysis of Results of Operations and Financial Condition	Pages 17 to 57 of the Information Statement
Recent Developments including the Issuer's 1st quarter results (unaudited) for the 3 month period ended 31 March 2012	Pages 58 to 69 of the Information Statement
Business of the Group	Pages 70 to 85 of the Information Statement
Legal Proceedings	Page 86 of the Information Statement
Main Shareholders	Page 87 of the Information Statement
Risk Management	Pages 88 to 152 of the Information Statement
Governmental Supervision and Regulation of BNP Paribas in France	Pages 153 to 155 of the Information Statement
Capital Adequacy of the BNP Paribas Group	Pages 156 to 162 of the Information Statement
Management of the Bank	Pages 163 to 167 of the Information Statement
2010 BNPP Registration Document
BNPP 2010 Financial Statements
Profit and Loss account for the year ended 31 December 2010	Page 104 of the 2010 BNPP Registration Document
Statement of net income and changes of assets and liabilities recognised directly in equity	Page 105 of the 2010 BNPP Registration Document
Balance sheet at 31 December 2010	Page 106 of the 2010 BNPP Registration Document
Cash Flows statement for the year ended 31 December 2010	Page 107 of the 2010 BNPP Registration Document
Statement of changes in shareholders' equity between 1 January 2009 and 31 December 2010	Pages 108 to 109 of the 2010 BNPP Registration Document
Notes to the financial statements prepared in accordance with international financial reporting standards as adopted by the European Union	Pages 110 to 253 of the 2010 BNPP Registration Document
Statutory Auditors' Report on the Consolidated Financial Statements of BNP Paribas for the year ended 31 December 2010	Pages 254 to 255 of the 2010 BNPP Registration Document
Chapter 5 ("Pillar 3")	Pages 257 to 296 of the 2010 BNPP Registration

Information Incorporated by Reference	Reference
	Document
First Update to the 2010 BNPP Registration Document
Supplement to the consolidated financial statements of BNP Paribas ended 31 December 2010	Pages 60 to 61 of the First Update to the 2010 BNPP Registration Document

2011 BNPP Registration Document
BNPP 2011 Financial Statements
Profit and Loss account for the year ended 31 December 2011	Page 102 of the 2011 BNPP Registration Document
Statement of net income and changes of assets and liabilities recognised directly in equity	Page 103 of the 2011 BNPP Registration Document
Balance sheet at 31 December 2011	Page 104 of the 2011 BNPP Registration Document
Cash Flows statement for the year ended 31 December 2011	Page 105 of the 2011 BNPP Registration Document
Statement of changes in shareholders' equity between 1 January 2010 and 31 December 2011	Pages 106 to 107 of the 2011 BNPP Registration Document
Notes to the financial statements prepared in accordance with international financial reporting standards as adopted by the European Union	Pages 108 to 205 of the 2011 BNPP Registration Document
Statutory Auditors' Report on the Consolidated Financial Statements of BNP Paribas for the year ended 31 December 2011	Pages 206 to 207 of the 2011 BNPP Registration Document
Chapter 5 ("Pillar 3")	Pages 209 to 294 of the 2011 BNPP Registration Document
BNP PARIBAS ARBITRAGE ISSUANCE B.V.
BNPP B.V. 2010 Annual Report
Managing Director's Report	Pages 3 to 4 of the 2010 BNPP B.V. Annual Report
Balance Sheet	Page 5 of the 2010 BNPP B.V. Annual Report
Profit & Loss Account	Page 6 of the 2010 BNPP B.V. Annual Report
Cashflow Statement	Page 7 of the 2010 BNPP B.V. Annual Report
Notes/Other Information	Pages 8 to 14 of the 2010 BNPP B.V. Annual Report
Auditor's Report of the Financial Statements of BNPP B.V. for the year ended 31 December 2010	Pages 15 to 16 of the 2010 BNPP B.V. Annual Report
BNPP B.V. 2011 Annual Report
Managing Director's Report	Pages 3 to 4 of the 2011 BNPP B.V. Annual Report
Balance Sheet	Page 5 of the 2011 BNPP B.V. Annual Report
Profit & Loss Account	Page 6 of the 2011 BNPP B.V. Annual Report
Cashflow Statement	Page 7 of the 2011 BNPP B.V. Annual Report
Notes/Other Information	Pages 8 to 14 of the 2011 BNPP B.V. Annual Report
Auditor's Report of the Financial Statements of BNPP B.V. for the year ended 31 December 2011	Pages 15 to 16 of the 2011 BNPP B.V. Annual Report

Further, for the purposes of the Prospectus Directive, information can be found in such documents incorporated by reference or this Base Prospectus in accordance with the following cross-reference table (in which the numbering refers to the relevant Sections of Annex XI of Regulation EC 809/2004):

3.	RISK FACTORS
3.1.	See pages 5-10 of the Information Statement
4.	INFORMATION ABOUT BNP PARIBAS
4.1.5	See pages 58-69 of the Information Statement
5.	BUSINESS OVERVIEW
5.1.	Principal activities:
5.1.1.	See pages 70-71 of the Information Statement
5.1.3	See pages 71-85 of the Information Statement
5.1.4	See pages 71-85 of the Information Statement
6.	ORGANISATIONAL STRUCTURE
6.1.	See page 70-71 of the Information Statement
9.	ADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES
9.1.	See pages 163-167 of the Information Statement
10.	MAJOR SHAREHOLDERS
10.1.	See page 87 of the Information Statement

Information contained in the documents incorporated by reference other than information listed in the tables above is for information purposes only.

Each Issuer will provide, free of charge, to each person to whom a copy of this Base Prospectus has been delivered, upon the oral or written request of such person, a copy of any or all of the documents which are incorporated herein by reference. Written or oral requests for such documents should be directed to the relevant Issuer at its principal office set out at the end of this Base Prospectus. In addition, copies of any documents incorporated by reference will be made available, free of charge, by BNP Paribas Securities Services, Luxembourg Branch ("BNPSS"), BNP Paribas Arbitrage S.N.C. ("BNPA") and the other Warrant Agents and Certificate Agents (each as defined below). Requests for such documents should be directed to the specified office of such Warrant Agent or Certificate Agent. Such documents will, along with this Base Prospectus, be available for viewing on the website of BNPP (xxxxx://xxxxx- xxxxxxxxxxxxx.xxxxxxxxxx.xxx/xx/Xxxxxx/XxxxxXxxx.xxxx).

GENERAL DESCRIPTION OF THE PROGRAMME

Issuers BNP Paribas Arbitrage Issuance B.V. ("BNPP B.V.")

BNP Paribas ("BNPP" or the "Bank" and, together with its consolidated subsidiaries, the "Group")

Guarantor BNP Paribas

Description of the Programme Warrant and Certificate Programme

Securities Securities may be issued as Index Securities, Share Securities, ETI Securities, Debt Securities, Commodity Securities, Inflation Index Securities, Currency Securities, Fund Securities, Credit Securities, Futures Securities, Preference Share Certificates or open end turbo Certificates which will be redeemed on a date determined by the Issuer, in its sole and absolute discretion, subject as provided herein ("OET Certificates"), or any other or further type of warrants or certificates including Hybrid Securities where the Underlying Reference may be any combination of such indices, shares, interests in exchange traded instruments, debt instruments, commodities, inflation indices, currencies, funds, futures contracts or other asset classes or types.

Taxation A Holder of Securities must pay all specified expenses relating to the Securities.

Neither the Issuer nor the Guarantor shall be liable for or otherwise obliged to pay any tax, duty, withholding or other payment which may arise as a result of the ownership, transfer, exercise or enforcement of any Security and all payments made by the relevant Issuer or the Guarantor shall be made subject to any such tax, duty, withholding or other payment which may be required to be made, paid, withheld or deducted.

Governing Law The Securities and any related Guarantee will be governed by English or French Law as specified in the applicable Final Terms.

SECURITY AND COLLATERAL IN RESPECT OF SECURED SECURITIES

The following shall apply to Secured Securities only.

General

In order to secure its obligations in respect of the Secured Securities, the Issuer will enter into one or more pledge agreements and/or other security arrangements with, among others, BNP Paribas Trust Corporation UK Limited which will, unless otherwise specified in the applicable Final Terms, be governed by Luxembourg law (each a "Security Agreement"). Under the Security Agreement, the Issuer will grant first ranking security over securities accounts or cash accounts (each a "Collateral Account") held by the Issuer with BNP Paribas Securities Services, Luxembourg Branch or such other custodian or account bank as is specified for the relevant Collateral Pool in the applicable Final Terms (each a "Collateral Custodian") in favour of BNP Paribas Trust Corporation UK Limited (the "Collateral Agent") on behalf of itself and the relevant Holders. In each Collateral Account, the Issuer will hold sufficient securities or cash which, upon delivery to the relevant Collateral Account, are Eligible Collateral (the "Collateral Assets") to secure the marked to market value of the relevant Secured Securities ("MTM Collateralisation") or a specified proportion of the marked to market value of the relevant Secured Securities ("Partial MTM Collateralisation") or alternatively (and only where the relevant Secured Securities are Certificates) to secure the nominal value of such Secured Securities ("Nominal Value Collateralisation") or to secure part of the nominal value of such Secured Securities ("Partial Nominal Value Collateralisation"). Whether or not MTM Collateralisation, Partial MTM Collateralisation, Nominal Value Collateralisation or Partial Nominal Value Collateralisation is applicable to a series of Secured Securities will be specified in the applicable Final Terms. Multiple series of Secured Securities may be secured by the Collateral Assets held in a single Collateral Account (each a "Collateral Pool") if so specified in the relevant Final Terms.

Adjustments to Collateral Pool where the Collateral Assets are securities

Unless specified otherwise in the applicable Final Terms, where the Collateral Assets are securities, on such periodic basis as is specified in the applicable Final Terms (each a "Collateral Valuation Date"), BNP Paribas Arbitrage S.N.C (or such other party specified in the applicable Final Terms) (the "Collateral Calculation Agent") will determine (a) the marked to market value of the Collateral Assets in a Collateral Pool (the "Collateral Value") and (b)(i) the sum of, in respect of each series of Secured Securities secured by the relevant Collateral Pool, the marked to market value of such Secured Securities (where MTM Collateralisation is applicable to a series of Secured Securities) or part of the marked to market value of such Secured Securities (where Partial MTM Collateralisation is applicable to a series of Secured Securities) and (ii) where Nominal Value Collateralisation or Partial Nominal Value Collateralisation is applicable to a series of Secured Securities, the aggregate nominal value or part of the aggregate nominal value of the relevant Secured Securities (such sum, the "Securities Value"). When determining the Collateral Value in respect of Collateral Assets in a Collateral Pool, the Collateral Calculation Agent may, if so specified in the applicable Final Terms, apply a "haircut" (being a percentage by which the market value of a Collateral Asset is discounted) which is designed to mitigate the depreciation in value of the relevant Collateral Asset in the period between the last valuation of the Collateral Asset and the realisation of such Collateral Asset. Unless specified otherwise in the applicable Final Terms, when determining the Securities Value on the basis of the marked to market value of the Secured Securities (or part of such marked to market value), the Collateral Calculation Agent shall take no account of the financial condition of (a) the Issuer which shall be presumed to be able to perform fully its obligations in respect of the Secured Securities or (b) the Guarantor which shall be presumed to be able to perform fully its obligations in respect of the Guarantee. Unless the applicable Final Terms specify that there will be no adjustments to the amount of Collateral Assets or that there are no Collateral Valuation Dates, in the event that on a Collateral Valuation Date there is a difference between the Collateral Value and the applicable Securities Value, the Issuer

will procure that further assets are delivered to the Collateral Account (or substitute existing Collateral Assets with Collateral Assets with a greater value) if the value of the Collateral Assets is less than the Securities Value prior to such adjustment or will be entitled to remove Collateral Assets from the Collateral Account if the Collateral Value is in excess of the Securities Value prior to such adjustment. Following such adjustment in respect of Collateral Assets on any Collateral Valuation Date, the Collateral Value is expected to be equal to the Securities Value.

Adjustments to Collateral Pool where the Collateral Asset is a cash deposit

Where the Collateral Asset is a cash deposit, on each Collateral Valuation Date (if any) the Collateral Calculation Agent will determine only the Securities Value. Unless specified otherwise in the applicable Final Terms, when determining the Securities Value on the basis of the marked to market value of the Secured Securities (or part of such marked to market value), the Collateral Calculation Agent shall take no account of the financial condition of (a) the Issuer which shall be presumed to be able to perform fully its obligations in respect of the Secured Securities or (b) the Guarantor which shall be presumed to be able to perform fully its obligations in respect of the Guarantee. Unless the applicable Final Terms specify that there will be no adjustments to the amount of Collateral Assets or that there are no Collateral Valuation Dates, in the event that on a Collateral Valuation Date there is a difference between the amount of cash standing to the credit of the Collateral Account (the "Deposit Amount") and the applicable Securities Value, the Issuer will procure that further cash is deposited in the Collateral Account if the Deposit Amount is below the Securities Value prior to such adjustment or will be entitled to withdraw cash from the Collateral Account if the Deposit Amount is in excess of the Securities Value prior to such adjustment. Following such adjustment in respect of Collateral Assets on any Collateral Valuation Date, the Deposit Amount is expected to be equal to the Securities Value.

Delivery of Collateral Assets

In the event that the Issuer is required to deliver or deposit additional Collateral Assets or alternative Collateral Assets in the Collateral Account, the Issuer shall do so as soon as practicable following the relevant Collateral Valuation Date.

Calculations

The Collateral Agent will not be required to calculate or check the valuation of the relevant Secured Securities or the Collateral Assets prior to the enforcement of the Security Agreements. In connection with the distribution of the realisation proceeds from the Collateral Assets, the Collateral Agent may be required to determine the Security Termination Amount due in respect of each Secured Security and the Final Security Value in respect of such Secured Security. The Collateral Agent will determine the Final Security Value of a Secured Security on the basis of information obtained from the Collateral Calculation Agent.

The Final Terms applicable to a series of Secured Securities may specify that there are no Collateral Valuation Dates and that there will be no Collateral Calculation Agent in which case the Collateral Assets in a Collateral Pool will not be subject to adjustment as described above following their initial deposit in or delivery to the relevant Collateral Account.

No collateralisation in respect of Secured Securities held by the Issuer or any of its affiliates

There will be no collateralisation in respect of any Secured Securities beneficially owned by the Issuer or any of its affiliates. During the term of the relevant Secured Securities, where the Issuer or any of its affiliates is the beneficial owner of Secured Securities, it will not provide or hold any Collateral Assets in respect of such Secured Securities.

Following an Enforcement Event, the Issuer or the affiliate of the Issuer that holds the Secured Securities will renounce and waive all rights (including as to payment) in respect of such Secured Securities and shall submit such Secured Securities for cancellation free of payment.

Substitutions

In the period between Collateral Valuation Dates, the Issuer may withdraw Collateral Assets from any Collateral Account but only if it replaces them with alternative Collateral Assets which have at least the same marked to market value (as of the previous Collateral Valuation Date) as those being replaced (where MTM Collateralisation or Partial MTM Collateralisation is applicable) or, where Collateral Assets have been provided in an amount equal to the nominal value of the relevant Secured Securities, the same nominal amount as those being replaced (where Nominal Value Collateralisation or Partial Nominal Value Collateralisation is applicable and where there are no Collateral Valuation Dates).

Enforcement

Upon receipt of a notice from a Holder that an Event of Default has occurred (a "Default Notification"), the Issuer may deliver a notice to the Collateral Agent and the relevant Holder stating that, in its reasonable belief, the relevant Event of Default has not occurred (such a notice, an "Event Dispute Notice"). If the Collateral Agent does not receive an Event Dispute Notice at or prior to the end of the Dispute Period, the Collateral Agent will deliver a notice to, among others, the Issuer and the Collateral Custodian specifying that a Default Notification has been delivered, that no Event Dispute Notice has been received from the Issuer within the Dispute Period with respect to such Default Notification and that, as a result, the Secured Securities are immediately due and payable (an "Enforcement Notice"). The Holders will receive a copy of such Enforcement Notice. Following delivery of an Enforcement Notice, the Collateral Agent will enforce the Security Agreement(s) in accordance with the terms thereof and will liquidate or realise the Collateral Assets in all the Collateral Pools, or appoint an agent to do so on its behalf, save where Physical Delivery of Collateral is specified as applicable to a series of Secured Securities, in which case the portion of the Collateral Assets held in respect of series of Secured Securities secured by the relevant Collateral Pool which are subject to Collateral Cash Settlement (if any) only will be liquidated. In accordance with the terms of the Secured Securities, the Collateral Agent will distribute the proceeds of such liquidation or realisation of a Collateral Pool to the Holders of the Secured Securities secured by such Collateral Pool where such Secured Securities are subject to Collateral Cash Settlement or, where Physical Delivery of Collateral is specified as applicable, arrange for delivery of the Collateral Assets in the relevant Collateral Pool or the portion of the Collateral Assets held in respect of series of Secured Securities which are subject to Physical Delivery of Collateral (where the Collateral Pool secures series of Secured Securities to which both Collateral Cash Settlement and Physical Delivery of Collateral applies) to the relevant Holders, in each case after payment of any costs and fees incurred in connection with the enforcement of the Security Agreement and, where applicable, after payment of any amount which is payable in priority thereto in accordance with the applicable priority of payments if a Priority of Payments is set out in the applicable Final Terms. The Collateral Assets in one Collateral Pool and the proceeds of enforcement from that Collateral Pool (if any) will not be available to satisfy amounts due in respect of any Secured Securities which are not secured by that Collateral Pool.

Collateral Asset Linked Securities

Where the relevant Secured Securities are Collateral Asset Linked Securities, the paragraphs entitled "Adjustments to Collateral Pool where the Collateral Assets are securities" and "Adjustments to Collateral Pool where the Collateral Asset is a cash deposit" above will not apply.

Collateralisation

In respect of the aggregate Notional Amount of any Secured Securities held by parties other than the Issuer or any of its affiliates (such Secured Securities, the "Placed Secured Securities") which are secured by the relevant Collateral Pool, Nominal Value Collateralisation will apply (the "Nominal Value Collateralisation Element").

In addition, the Issuer will enter into an option with an affiliate of BNP Paribas to hedge the Issuer’s obligations to pay Scheduled Underlying Reference Linked Payments in respect of the Securities (the “Option”). The Issuer will hold in the Collateral Account sufficient MTM Adjustable Assets (not including, for the avoidance of doubt, the Reference Collateral Assets that are held in the Collateral Account to collateralise the aggregate Notional Amount of the Placed Secured Securities) to collateralise the marked-to-market value of the portion of the Option that relates to the Placed Secured Securities (the "MTM Collateralisation Element").

In respect of (i) the aggregate Notional Amount of the Secured Securities that are held by the Issuer or any of its affiliates and (ii) the portion of the Option that relate to Securities held by the Issuer or any of its affiliates, the Issuer will hold no Collateral Assets. Following an Enforcement Event, the Issuer or the affiliate of the Issuer that holds the Secured Securities shall renounce and waive all rights (including as to payment) in respect of such Securities and shall submit such Secured Securities for cancellation free of payment.

In respect of the Nominal Value Collateralisation Element, the Issuer will transfer into the relevant Collateral Account on the date specified in the Final Terms (the "Initial Posting Date") and hold in such account on any day thereafter, an aggregate nominal amount of the Reference Collateral Assets, at least equal to the aggregate Notional Amount of the Placed Secured Securities which are secured by the relevant Collateral Pool on such date. Where the Issuer or any of its Affiliates acquires Secured Securities after the Initial Posting Date, the Issuer will be entitled to withdraw an aggregate nominal amount of Reference Collateral Assets equal to the aggregate Notional Amount of the Secured Securities so acquired, provided that the Issuer shall always hold in the Collateral Account an aggregate nominal amount of the Reference Collateral Assets at least equal to, at any time, the aggregate Notional Amount of the Placed Secured Securities.

In respect of the MTM Collateralisation Element, the Issuer will transfer MTM Adjustable Assets to and from the Collateral Account (based on the valuation provided by the Collateral Calculation Agent in respect of the immediately preceding Collateral Valuation Date) so that it will hold in respect of the relevant Collateral Pool (excluding, for the avoidance of doubt, any Reference Collateral Assets that are held in the Collateral Account to collateralise the aggregate Notional Amount of the Placed Secured Securities) with an aggregate marked-to- market value (as determined by the Collateral Calculation Agent and which will take into account the relevant Haircut (if a Haircut is specified as applicable in the applicable Final Terms) at least equal to the Securities Value.

Enforcement

Following the occurrence of an Event of Default, a Holder, or the Distributor acting on the instructions of a Holder, may provide a Default Notification. If the Collateral Agent does not receive an Event Dispute Notice from the Issuer at or prior to the end of the Dispute Period, it shall deliver an Enforcement Notice to each of the Issuer, the Principal Security Agent and the Collateral Custodian whereupon the Secured Securities shall become immediately due and payable at their Security Termination Amount (which will be equal to the marked to market value of the Option), and the Issuer shall be obliged to deliver the Entitlement (which will consist of a pro rata share of the Reference Collateral Assets) in respect of each Secured Security on the relevant Collateral Delivery Date without further action or formalities and the Security Interest granted under the Pledge Agreement shall become enforceable (as set out in the Pledge Agreement).

Collateral Asset Default

The Issuer shall redeem the Secured Securities as soon as reasonably practicable after the occurrence of the Collateral Asset Default by (a) delivering the Reference Collateral Assets in the Collateral Pool to the Holders of the Secured Securities and (b) payment to the Holders of Secured Securities of an amount in the Settlement Currency equal to the pro rata share applicable to each relevant Placed Secured Security of the marked to market value, on the Collateral Asset Default Determination Date, of the portion of the Option which relates to the Placed Secured Securities, as determined by the Calculation Agent.

Acquisition of Collateral Assets

The Issuer may acquire the Collateral Assets in a number of ways including by entering into repurchase agreements or swap agreements or any other agreements with BNP Paribas Arbitrage S.N.C., BNP Paribas or any other affiliate of the Issuer or such other entities as it deems appropriate from time to time.

Swap Agreement

In connection with one or more series of Secured Securities, the Issuer may enter into a swap agreement with a counterparty which may be BNP Paribas Arbitrage S.N.C., BNP Paribas or any other affiliate of the Issuer or such other entities as it deems appropriate from time to time (the "Swap Counterparty") evidenced by a 1992 ISDA Master Agreement and Schedule or a 2002 ISDA Master Agreement and Schedule thereto together with the confirmation entered into by the Issuer and the Swap Counterparty in respect of the relevant series of Secured Securities (a "Swap Agreement").

The purpose of the Swap Agreement is to allow the Issuer to perform its scheduled obligations under the relevant Secured Securities. The Swap Agreement may provide that the Issuer will pay to the Swap Counterparty the proceeds of issue of the Secured Securities which are to be secured by the Collateral Pool. Over the term of the relevant Secured Securities, upon scheduled settlement or redemption of the Secured Securities and, upon the early redemption or cancellation of the Secured Securities other than following an Event of Default, the Swap Counterparty will make payments or delivery of assets to the Issuer which correspond to those which the Issuer is scheduled to make under the relevant Secured Securities. If the Swap Counterparty's obligations under the Swap Agreement are to be collateralised, the Swap Agreement will be supplemented by a credit support document (a "Credit Support Document").

Credit Support Document

Under the terms of the Credit Support Document, until the redemption or exercise of the relevant Secured Securities the Swap Counterparty shall deliver to the Issuer, the initial Collateral Assets and from time to time, as applicable additional Collateral Assets. The Issuer shall re-deliver Collateral Assets or assets equivalent thereto to the Swap Counterparty, if applicable, on the basis of the Securities Value and Collateral Value. The Credit Support Document may include provisions governing the calculation of the Securities Value and the Collateral Value in respect of the relevant Secured Securities. The Swap Counterparty may at its sole discretion substitute the Collateral Assets for other Eligible Collateral. The Issuer may appoint one or more agents to perform custodial and administrative functions relating to its obligations under the Credit Support Document.

Repurchase Agreement

In connection with one or more series of Secured Securities, the Issuer may enter into a repurchase agreement (a "Repurchase Agreement") with a counterparty which may be BNP Paribas Arbitrage S.N.C., BNP Paribas or any other affiliate of the Issuer (the "Repo Counterparty"). The Repurchase Agreement may be substantially in the form of a 2000 TBMA/ISMA Global Master Repurchase Agreement, a "Convention Cadre FBF aux opérations de pensions livrées", each as amended, supplemented or otherwise modified from time to time, or

any other agreement having a similar effect. Pursuant to the Repurchase Agreement, the Issuer may enter into a series of repurchase transactions (each a "Transaction") with the Repo Counterparty in respect of Collateral Assets. Under each such Transaction, the Repo Counterparty will be the seller of Collateral Assets and the Issuer will be the buyer.

Under a Repurchase Agreement entered into in respect of a series of Secured Securities, on the initial purchase date and each subsequent purchase date the Issuer will purchase from the Repo Counterparty Collateral Assets with a market value equal to the outstanding aggregate nominal value of the relevant Secured Securities (or part of such nominal value if Partial Nominal Value Collateralisation is applicable). On each repurchase date under such Repurchase Agreement, the Repo Counterparty will repurchase securities equivalent to the Collateral Assets sold by it in relation to such Collateral Pool on the previous purchase date for a repurchase price at least equal to the purchase price for that Transaction.

Margin maintenance

The market value of the Collateral Assets which are the subject of the current Transaction under each Repurchase Agreement will be determined on each Collateral Valuation Date. The Repurchase Agreement will provide that the Repo Counterparty will transfer further Collateral Assets and, as applicable, the Issuer shall re- deliver Collateral Assets to the Repo Counterparty on the basis of the applicable Securities Value and the Collateral Value. The Repo Counterparty may at its sole discretion substitute the Collateral Assets for other Eligible Collateral.

FORM OF FINAL TERMS FOR SECURITIES FINAL TERMS DATED []

[BNP Paribas Arbitrage Issuance B.V.

(incorporated in The Netherlands) (as Issuer)]

BNP Paribas

(incorporated in France) (as [Issuer] [Guarantor])

(Warrant and Certificate Programme) [insert title of Securities]

[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, except as provided in sub-paragraph (ii) below, any offer of Securities in any Member State of the European Economic Area which has implemented the Prospectus Directive (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 of the Securities may only do so:

(i) 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; or

(ii) in those jurisdictions mentioned in Paragraph 44 of Part A below, provided such person is one of the persons mentioned in Paragraph 44 of Part A below and that such offer is made during the Offer Period specified for such purpose therein.

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.]1

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

1 Consider including this legend where a non-exempt offer of Securities is anticipated.

the case may be, (the "Publication Date") have the right within two working days of the Publication Date to withdraw their acceptances.]2

[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 (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.]3

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 [date] [, [the][each] Supplement[s] to the Base Prospectus published and approved on or before the date of these Final Terms (copies of which are available as described below) and any other Supplement to the Base Prospectus which may have been published and approved before the issue of any additional amount of Securities] (the "Supplements") (provided that to the extent any such Supplement (i) is published and approved after the date of these Final Terms and (ii) provide for any change to the Conditions of the Securiites such changes shall have no effect with respect to the Conditions of the Securities to which these Final Terms relate) which [together] constitute[s] 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 [date] [and any Supplement[s] to the Base Prospectus] [has/have] been passported into Italy in compliance with Article 18 of the Prospectus Directive.]4 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.]/[BNP Paribas] (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 Supplement(s) to the Base Prospectus] [and these Final Terms]5 [is/are] available for viewing at [address] [and] [website] and copies may be obtained free of charge at the specified offices of the Security Agents.]]

[The following alternative language applies if the first tranche of an issue which is being increased was issued under a Base Prospectus with an earlier date.

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the "Conditions") set forth in the Base Prospectus dated [original date] [, [the][each] Supplement[s] to the Base Prospectuspublished and approved on or before the date of these Final Terms (copies of which are available as

2 Include in respect of issues of Securities where the public offer period spans a supplement to the Base Prospectus or an update to the Base Prospectus.

3 Consider including this legend where only an exempt offer of Securities is anticipated.

4 Include for public offers in Italy.

5 Include in respect of issues of Securities that are listed.

described below) and any other Supplement to the Base Prospectus which may have been published and approved before the issue of any additional amount of Securities] (the "Supplements") (provided that to the extent any such Supplement (i) is published and approved after the date of these Final Terms and (ii) provide for any change to the Conditions of the Securiites such changes shall have no effect with respect to the Conditions of the Securities to which these Final Terms relate) which are incorporated by reference in the Base Prospectus dated [current date] [and any Supplement[s] to the Base Prospectus] and are attached hereto. This document constitutes the Final Terms of the Securities described herein for the purposes of Article 5.4 of the Prospectus Directive (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) and must be read in conjunction with the Base Prospectus dated [original date] [and the Supplement[s] to the Base Prospectus], the Base Prospectus dated [current date] [and any Supplement[s] to the Base Prospectus], which [together] constitute[s] a base prospectus for the purposes of the Prospectus Directive. Full information on [BNP Paribas Arbitrage Issuance B.V.]/[BNP Paribas] (the "Issuer") and the offer of the Securities is only available on the basis of the combination of these Final Terms, the Base Prospectus dated [original date] [and the Supplement[s] to the Base Prospectus] and the Base Prospectus dated [current date] [and any Supplement[s] to the Base Prospectus]. [The Base Prospectus is available for viewing at [address] [and] [website] and copies may be obtained from [address].]

[The following alternative language applies in respect of issues of Securities where the public offer period spans a supplement to the Base Prospectus or an update to the Base Prospectus

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the "Conditions") set forth in the Base Prospectus dated [date] [,[the][each] Supplement[s] to the Base Prospectus published and approved on or before the date of these Final Terms (copies of which are available as described below) and any other Supplement to the Base Prospectus which may have been published and approved before the issue of any additional amount of Securities (the "Supplements") (provided that to the extent any such Supplement (i) is published and approved after the date of these Final Terms and (ii) provide for any change to the Conditions of the Securiites such changes shall have no effect with respect to the Conditions of the Securities to which these Final Terms relate) (together, the 2012 Base Prospectus)], notwithstanding the approval of an updated base prospectus which will replace the 2012 Base Prospectus (the "2013 Base Prospectus"). This document constitutes the Final Terms of the Securities described herein for the purposes of Article 5.4 of the Prospectus Directive (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) and (i) prior to the Publication Date, must be read in conjunction with the 2012 Base Prospectus, as supplemented, or (ii) on and after the Publication Date, must be read in conjunction with the 2013 Base Prospectus, as supplemented, save in respect of the Conditions which are extracted from the 2012 Base Prospectus as supplemented, as the case may be. The 2012 Base Prospectus, as supplemented, constitutes, and the 2013 Base Prospectus will constitute, a base prospectus for the purposes of the Prospectus Directive. Full information on [BNP Paribas Arbitrage Issuance B.V.]/[BNP Paribas] (the "Issuer") and the offer of the Securities is only available on the basis of the combination of these Final Terms and either (i) prior to the Publication Date, the 2012 Base Prospectus, as supplemented, or (ii) on or after the Publication Date, the 2013 Base Prospectus, as supplemented, save in respect of the Conditions which are extracted from the 2012 Base Prospectus, as the case may be. The 2012 Base Prospectus, as supplemented, [and these Final Terms]6 are available, and the 2013 Base Prospectus will be available for viewing at [address] [and] [website] and copies may be obtained from [address].]

[Include whichever of the following apply or specify as "Not applicable" (N/A). Note that the numbering should remain as set out below, even if "Not applicable" is indicated for individual paragraphs or sub paragraphs.

6 Include in respect of issues of Securities that are listed.

Italics denote directions for completing the Final Terms. However, such numbering may change where individual paragraphs or sub-paragraphs are removed.]

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.

[When completing any final terms, or adding any other final terms or information, consideration should be given as to whether such terms or information constitute "significant new factors" and consequently trigger the need for a supplement to the Base Prospectus under Article 16 of the Prospectus Directive]

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

SPECIFIC PROVISIONS FOR EACH SERIES

SERIES

NO. OF NO OF [NO. OF ISIN/

COMMO [MNEMON ISSUE

[CALL/

[EXERCI [[SCHEDU

[EXERCIS

[RELE-

[SHARE

[PARI

NUMBER SECURI

SECURITI

WARRA [ ]7

N CODE

IC CODE

8

PRICE

PUT SE

LED]]

E [PERIOD/ VANT

AMOUNT/ TY

TIES ES ISSUED

NTS PER UNIT

PER [SECURIT

Y/ UNIT]

PRICE

REDEMPTI DATE] ON DATE

JURISDI DEBT

C-TION] SECURITY

AMOUNT]

[] [] [Up to] {} [] [] [] [] [[insert

currency] []]/[[]% of the

Notional Amount]

[] [] [Up to]{} [ 10 [] [] [ 11 [[insert

[call/ put]

[call/

[insert currency] []

[insert

[]/[Open

9

End]

[]/[Open

[] [] [] []

[ 15 [ 16 [] []]

]] ]]

currency] []]/[[]% of the

Notional Amout]

12

put]]

currency]

13

[]]

14 ]] ]]

End]]

GENERAL PROVISIONS

The following terms apply to each series of Securities:

1. Issuer: [BNP Paribas Arbitrage Issuance B.V.]/[BNP Paribas]

2. [Guarantor: BNP Paribas]

3. Trade Date: [specify]

4. Issue Date [and Interest Commencement Date]17:

[specify]

(N.B. For Preference Share Certificates, the relevant Preference Shares should be in issue on or prior to the Issue Date)

7 DTC: CUSIP – include for U.S. Securities.

8 For Preference Share Certificates, the Issue Price is required to be par.

9 Include for Open Ended Securities

10 Include for Warrants if applicable.

11 Only applies where the Securities are listed on Euronext Paris or Euronext Amsterdam.

12 Include for Warrants.

13 Include for Warrants.

14 Include for Credit Securities and Fund Securities.

15 Include for Warrants.

16 Include for Certificates.

17 In the case of Certificates which bear interest.