BNP PARIBAS ARBITRAGE ISSUANCE

AVVISO n.603
14 Gennaio 2016
SeDeX - INV. CERTIFICATES

Mittente del comunicato : BORSA ITALIANA

Societa' oggetto dell'Avviso

: BNP PARIBAS ARBITRAGE ISSUANCE

Oggetto : Inizio negoziazione 'Investment Certificates

- Classe B' 'BNP PARIBAS ARBITRAGE

Testo del comunicato

ISSUANCE' emessi nell'ambito di un Programma

Si veda allegato.

Disposizioni della Borsa

Strumenti finanziari: Xxxxxx su indici

Emittente: BNP PARIBAS ARBITRAGE ISSUANCE

Garante: BNP Paribas

Rating Garante: Società di Rating Long Term Data Report Moody's A1 28/05/2015

Standard & Poor's A+ 03/07/2014

Fitch Ratings A+ 19/05/2015

Oggetto: INIZIO NEGOZIAZIONI IN BORSA

Data di inizio negoziazioni: 15/01/2016

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

Classe B'

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

delle Istruzioni

Operatore incaricato ad assolvere l'impegno di quotazione:

BNP Paribas Arbitrage SNC Member ID Specialist: IT0540

CARATTERISTICHE SALIENTI DEI TITOLI OGGETTO DI QUOTAZIONE

Xxxxxx su indici

Tipo di liquidazione: monetaria

Modalità di esercizio: europeo

DISPOSIZIONI DELLA BORSA ITALIANA

Dal giorno 15/01/2016, gli strumenti finanziari 'Athena su indici' (vedasi scheda riepilogativa delle caratteristiche dei securitised derivatives) verranno inseriti nel Listino Ufficiale, sezione Securitised Derivatives.

Allegati:

- Scheda riepilogativa delle caratteristiche dei securitised derivatives;

- Estratto del prospetto di quotazione dei Securitised Derivatives

Num. Serie	Codice Isin	Trading Code	Instrument Id	Descrizione	Sottostante	Tipologia	Strike	Data Scadenza	Valore Nominale	Quantità	Lotto Negoziazione	EMS	Prima Barriera	Prima Barriera %	Livello Iniziale
1	NL0011512165	P12165	786931	BPAFTMIBCCPXP19869,49AB13908,6E070120	FTSE MIB	Inv	19869,49	07/01/20	100	30000	1	25	13908,643	70	19869,49
2	NL0011512173	P12173	786932	XXXXX000XXXXX0000,03AQB1345,42E070120	S&P 500	Inv	1922,03	07/01/20	100	30000	1	26	1345,000	00	0000,03
3	NL0011512181	P12181	786933	XXXXXX00XXXXX0000,47AB2123,42E070120	EUROSTOXX 50	Inv	3033,47	07/01/20	100	30000	1	25	2123,000	00	0000,47
4	NL0011512199	P12199	786934	BPAEUSOGCCPXP237,09AB165,963E070120	EUROSTOXX OIL 600 & GAS	Inv	237,09	07/01/20	100	30000	1	26	165,963	70	237,09
5	NL0011512207	P12207	786935	BPAEUSBKCCPXP116,96AB81,872E070120	EUROSTOXX BANKS	Inv	116,96	07/01/20	100	30000	1	25	81,872	70	116,96

FINAL TERMS DATED 13 JANUARY 2016

BNP Paribas Arbitrage Issuance B.V.

(incorporated in The Netherlands)

(as Issuer)

BNP Paribas (incorporated in France) (as Guarantor)

(Note, Warrant and Certificate Programme)

5 Series of 30,000 EUR "Athena" Certificates relating to an Index BNP Paribas Arbitrage S.N.C.

(as Manager)

Any person making or intending to make an offer 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 to supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer.

None of the Issuer nor the Guarantor or any Manager has authorised, nor do they authorise, the making of any offer of Securities in any other circumstances.

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 9 June 2015, each Supplement to the Base Prospectus published and approved on or before the date of these Final Terms (copies of which are available as described below) and any other Supplement to the Base Prospectus which may have been published and approved before the issue of any additional amount of Securities (the "Supplements") (provided that to the extent any such Supplement (i) is published and approved after the date of these Final Terms and (ii) provide for any change to the Conditions of the Securities such changes shall have no effect with respect to the Conditions of the Securities to which these Final Terms relate) which together constitute a base prospectus for the purposes of Directive 2003/71/EC (the "Prospectus Directive") (the "Base Prospectus"). The Base Prospectus has been passported into Italy in compliance with Article 18 of the Prospectus Directive. This document constitutes the Final Terms of the Securities described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus.

Full information on BNP Paribas Arbitrage Issuance B.V. (the "Issuer"), BNP Paribas (the "Guarantor") and the offer of the Securities is only available on the basis of the combination of these Final Terms and the Base Prospectus. A summary of the Securities (which comprises the Summary in the Base Prospectus as amended to reflect the provisions of these Final Terms) is annexed to these Final Terms. The Base Prospectus, each Supplement to the Base Prospectus and these Final Terms are available for viewing on the following website: xxx.xxxxxxxxxxxxxxx.xx and copies may be obtained free of charge at the specified offices of the Security Agents. The Base Prospectus and the Supplement(s) to the Base Prospectus will also be available on the AMF website xxx.xxx-xxxxxx.xxx.

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

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

SPECIFIC PROVISIONS FOR EACH SERIES

Series Number	ISIN Code	No. of Securities issued	No. of Securities	Common Code	Trading Code of Borsa Italiana	Issue Price per Security	Strike Price/Underlyi ng Reference Initial	Barrier Level Percentage	Barrier Level	Premium Percentage	Exercise Date	Exercise Settlement Date
CE1938UR	NL0011512165	30,000	30,000	130070302	P12165	EUR 100	19869.49	70%	13908.643	7.50%	7 January 2020	13 January 2020
CE1939UR	NL0011512173	30,000	30,000	130070329	P12173	EUR 100	1922.03	70%	1345.421	4.50%	7 January 2020	13 January 2020
CE1940UR	NL0011512181	30,000	30,000	130070337	P12181	EUR 100	3033.47	70%	2123.429	8.50%	7 January 2020	13 January 2020
CE1941UR	NL0011512199	30,000	30,000	130070345	P12199	EUR 100	237.09	70%	165.963	13.50%	7 January 2020	13 January 2020
CE1942UR	NL0011512207	30,000	30,000	130070353	P12207	EUR 100	116.96	70%	81.872	10.50%	7 January 2020	13 January 2020

Series Number	ISIN Code	Index	Index Currency	ISIN of Index	Reuters Code of Index / Reuters Screen Page	Index Sponsor	Index Sponsor Website	Exchange	Exchange Website
CE1938UR	NL0011512165	FTSE MIB Index	EUR	IT0003465736	.FTMIB	FTSE International Limited	xxx.xxxx.xxx	Borsa Italiana (MTA)	www.borsaitaliana. it
CE1939UR	NL0011512173	S&P 500® Index	USD	US78378X1072	.SPX	S&P Dow Xxxxx Indices LLC ("SPDJI")	xxxx://xx.xxxxxxxxx.xx m/	As set out in Annex 2 for a Composite Index	N/A
CE1940UR	NL0011512181	EURO STOXX50® Index	EUR	EU0009658145	.STOXX50E	Stoxx Limited	xxx.xxxxx.xxx	As set out in Annex 2 for a Composite Index	N/A
CE1941UR	NL0011512199	STOXX® 600 Oil & Gas index	EUR	EU0009658780	.SXEP	Stoxx Limited	xxx.xxxxx.xxx	As set out in Annex 2 for a Composite Index	N/A
CE1942UR	NL0011512207	EURO STOXX® Banks Index	EUR	EU0009658426	.SX7E	Stoxx Limited	xxx.xxxxx.xxx	As set out in Annex 2 for a Composite Index	N/A

GENERAL PROVISIONS

The following terms apply to each series of Securities:

1. Issuer: BNP Paribas Arbitrage Issuance B.V.

2. Guarantor: BNP Paribas

3. Trade Date: Not applicable.

4. Issue Date: 13 January 2016.

5. Consolidation: Not applicable.

6. Type of Securities: (a) Certificates.

(b) The Securities are Index Securities. Automatic Exercise applies on the Exercise Date.

The Exercise Date is as set out in "Specific Provisions for each Series" above, or if such day is not a Business Day, the immediately subsequent Business Day.

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

The Exercise Settlement Date is as set out in "Specific Provisions for each Series" above.

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

The provisions of Annex 2 (Additional Terms and Conditions for Index Securities) shall apply.

7. Form of Securities: Italian Dematerialised Securities.

8. Business Day Centre(s): The applicable Business Day Centre for the purposes of the definition

of "Business Day" in Condition 1 is TARGET2.

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

10. Rounding Convention for cash Settlement Amount:

11. Variation of Settlement:

Not applicable.

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

the Securities.

12. Final Payout: ETS Final Payout 1260/1

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

Notional Amount x[100%  Premium Percentage x [n]] ;

(ii) if Settlement Price Final is less than the Strike Price and greater than or equal to the Barrier Level:

NotionalAmount x100% ; or

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

 Settlement Price Final - Underlying Reference Initial



Notional Amount x 100% 



Underlying Reference Initial 

Premium Percentage means as set out in Specific Provisions for each series above;

n means 4

Barrier Level means as set out in Specific Provisions for each series above;

Strike Price means as set out in Specific Provisions for each series above;

Settlement Price Final means the Settlement Price on the Redemption Valuation Date;

Underlying Reference Initial means as set out in Specific Provisions for each series above.

Payout Switch: Not applicable.

Aggregation: Not applicable.

13. Relevant Asset(s): Not applicable.

14. Entitlement: Not applicable.

15. Exchange Rate: Not applicable.

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

Amount is Euro ("EUR") (EUR Quanto in respect of CE1939UR series).

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

18. Minimum Trading Size: Not applicable.

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

20. Registrar: Not applicable.

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

000-000 xxxxxxxxx XxxXxxxxx, 00000 Xxxxx, Xxxxxx.

22. Governing law: English law.

23. Masse provisions (Condition 9.4): Not applicable.

PRODUCT SPECIFIC PROVISIONS

24. Hybrid Securities: Not applicable.

25. Index Securities: Applicable.

(a) Index/Basket of

Indices/Index Sponsor(s):

See the Specific Provisions for each Series above.

(b) Index Currency: See the Specific Provisions for each Series above.

(c) Exchange(s): See the Specific Provisions for each Series above.

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

(e) Exchange Business Day:

(f) Scheduled Trading Day:

Single Index Basis.

Single Index Basis.

(g) Weighting: Not applicable.

(h) Settlement Price:

Official closing level

(i) Specified Maximum Days of Disruption:

(j) Valuation Time:

(k) Delayed Redemption on Occurrence of an Index Adjustments Event:

(l) Index Correction Period:

(m) Additional provisions applicable to Custom Indices:

(n) Additional provisions applicable to Futures Price Valuation:

Three (3) Scheduled Trading Days. Conditions apply.

Not applicable.

As per Conditions.

Not applicable.

Not applicable.

26. Share Securities: Not applicable.

27. ETI Securities: Not applicable.

28. Debt Securities: Not applicable.

29. Commodity Securities: Not applicable.

30. Inflation Index Securities: Not applicable.

31. Currency Securities: Not applicable.

32. Fund Securities: Not applicable.

33. Futures Securities: Not applicable.

34. Credit Securities: Not applicable.

35. Underlying Interest Rate Securities:

Not applicable.

36. Preference Share Certificates: Not applicable.

37. OET Certificates: Not applicable.

38. Additional Disruption Events: Applicable.

Hedging Disruption does not apply to the Securities.

39. Optional Additional Disruption Events:

(a) The following Optional Additional Disruption Events apply to the Securities: Not applicable.

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

40. Knock-in Event: Not applicable.

41. Knock-out Event: Not applicable.

PROVISIONS RELATING TO WARRANTS

42. Provisions relating to Warrants: Not applicable.

PROVISIONS RELATING TO CERTIFICATES

43. Provisions relating to Certificates: Not applicable.

(a) Notional Amount of each Certificate:

EUR 100

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

(c) Interest: Not applicable.

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

(e) Issuer Call Option: Not applicable.

(f) Holder Put Option: Not applicable.

(g) Automatic Early Redemption:

(i) Automatic Early Redemption Event:

(ii) Automatic Early

Applicable.

Single Standard Automatic Early Redemption

If, in respect of each series, on any Automatic Early Redemption Valuation Date the relevant Underlying Reference Level is greater than or equal to the Automatic Early Redemption Level

Redemption Payout: Automatic Early Redemption Payout 1260/1

[Notional Amount]x [100%  Premium Percentage

x n]

Where:

“n” means as set out below.

(iii) Automatic Early Redemption Date(s):

(iv) Observation Price Source:

(v) Underlying Reference Level:

(vi) Automatic Early Redemption Level:

(vii) Automatic Early Redemption Percentage:

(viii) Automatic Early Redemption Percentage Up:

(ix) Automatic Early Redemption

Premium Percentage means as set out in "Specific Provisions for each Series" above.

16 January 2017 (n=1), 15 January 2018 (n=2) and 14 January 2019 (n=3).

Index sponsor. Official close

See "Specific Provisions for each Series" above

Not applicable.

Not applicable.

Not applicable.

Percentage Down:

(x) AER Rate: Not applicable.

(xi) AER Exit Rate: Not applicable.

(xii) Automatic Early

Redemption Valuation Date(s):

y) Renouncement Notice Cut-off Time:

9 January 2017 (n=1), 8 January 2018 (n=2) and 8 January 2019 (n=3).

- In respect of non Italian indices:

5.00 p.m. (Milan Time).

- In respect of Italian indices managed by Borsa Italiana:

10.00 am (Milan Time).

(z) Strike Date: 8 January 2016

(aa) Strike Price: See the "Specific Provisions for each Series" above.

(bb) Redemption Valuation Date:

The Exercise Date.

(cc) Averaging: Averaging does not apply to the Securities.

(dd) Observation Dates: Not applicable.

(ee) Observation Period: Not applicable.

(ff) Settlement Business Day:

(gg) Cut-off Date:

(hh) Identification

information of Holders as provided by Condition 29:

Not applicable.

Not applicable.

Not applicable.

DISTRIBUTION AND US SALES ELIGIBILITY

44. U.S. Selling Restrictions: Not applicable.

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

Not applicable.

46. Registered broker/dealer: Not applicable.

47. TEFRA C or TEFRA Not Applicable:

TEFRA Not Applicable.

48. Non exempt Offer: Not applicable.

PROVISIONS RELATING TO COLLATERAL AND SECURITY

49. Collateral Security Conditions:

Not applicable.

Responsibility

The Issuer accepts responsibility for the information contained in these Final Terms. To the best of the knowledge of the Issuer (who has taken all reasonable care to ensure that such is the case), the information contained herein is in accordance with the facts and does not omit anything likely to affect the import of such information.

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

By: ..Xxxxx XXXXXXX.. Duly authorised

PART B - OTHER INFORMATION

1. Listing and Admission to trading

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

2. Ratings

The Securities have not been rated.

The rating of the Issuer is A+ from Standard and Poor's.

The rating of the Guarantor is A1 from Moody's and A+ from Standard and Poor's.

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

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

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

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

Save as described above and discussed in "Risk Factors" in the Base Prospectus, so far as the Issuer is aware, no person involved in the offer of the Securities has an interest material to the offer.

4. Performance of Underlying/Formula/Other Variable and Other Information concerning the Underlying Reference

See Base Prospectus for an explanation of effect on value of Investment and associated risks in investing in Securities.

Information on each Index shall be available on the relevant Index Sponsor website as set out in "Specific Provisions for each Series" in Part A.

Past and further performances of each Index are available on the relevant Index Sponsor website as set out in "Specific Provisions for each Series" in Part A and the volatility of each Index may be obtained from the Calculation Agent by emailing xxxxxxxxxxxxxxx@xxxxxxxxxx.xxx.

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

INDEX DISCLAIMERS

Neither the Issuer nor the Guarantor shall have any liability for any act or failure to act by an Index Sponsor in connection with the calculation, adjustment or maintenance of an Index. Except as disclosed prior to the Issue Date, neither the Issuer, the Guarantor nor their affiliates has any affiliation with or control over an Index or Index Sponsor or any control over the computation, composition or dissemination of an Index. Although the Calculation Agent will obtain information concerning an Index from publicly available sources it believes reliable, it will not independently verify this information. Accordingly, no representation, warranty or undertaking (express or implied) is made and no responsibility is accepted by the Issuer, the Guarantor, their affiliates or the Calculation Agent as to the accuracy, completeness and timeliness of information concerning an Index.

FTSE MIB Index

The Securities (the “Product(s”) are not in any way sponsored, endorsed, sold or promoted by FTSE International Limited ("FTSE"), the London Stock Exchange Plc (the "Exchange"), The Financial Times Limited ("FT") or Borsa Italiana SpA (“Borsa Italiana”) (collectively the “Licensor Parties”) and none of the Licensor Parties make any warranty or representation whatsoever, expressly or impliedly, either as to the results to be obtained from the use of the FTSE MIB Index (the “Index") and/or the figure at which the said Index stands at any particular time on any particular day or otherwise. The Index is calculated by FTSE with the assistance of Borsa Italiana. None of the Licensor Parties shall be liable (whether in negligence or otherwise) to any person for any error in the Index and none of the Licensor Parties shall be under any obligation to advise any person of any error therein.

“FTSE®” is a trade mark of the Exchange and the FT, “MIB®” is a trade mark of Borsa Italiana and both are used by FTSE under licence.

S&P 500® Index

The S&P 500® Index (the “Index”) is a product of S&P Dow Xxxxx Indices LLC (“SPDJI”), and has been licensed for use by BNP Paribas (the “Licensee”). Standard & Poor’s® and S&P® are registered trademarks of Standard & Poor’s Financial Services LLC (“S&P”); Dow Xxxxx® is a registered trademark of Dow Xxxxx Trademark Holdings LLC (“Dow Xxxxx”); S&P 500® is a trademark of the SPDJI; and these trademarks have been licensed for use by SPDJI and sublicensed for certain purposes by the Licensee. The issue of Securities (the “Licensee’s Product(s)”) are not sponsored, endorsed, sold or promoted by SPDJI, Xxx Xxxxx, S&P, any of their respective affiliates (collectively, “S&P Dow Xxxxx Indices”). S&P Dow Xxxxx Indices makes no representation or warranty, express or implied, to the owners of the Licensee’s Product(s) or any member of the public regarding the advisability of investing in securities generally or in Licensee’s Product(s) particularly or the ability of the Index to track general market performance. S&P Dow Xxxxx Indices’ only relationship to the Licensee with respect to the Index is the licensing of the Index and certain trademarks, service marks and/or trade names of S&P Dow Xxxxx Indices and/or its licensors. The Index is determined, composed and calculated by S&P Dow Xxxxx Indices without regard to the Licensee or the Licensee’s Product(s). S&P Dow Xxxxx Indices have no obligation to take the needs of the Licensee or the owners of Licensee’s Product(s) into consideration in determining, composing or calculating the Index. S&P Dow Xxxxx Indices are not responsible for and have not participated in the determination of the prices, and amount of Licensee’s Product(s) or the timing of the issuance or sale of Licensee’s Product(s) or in the determination or calculation of the equation by which Licensee’s Product(s) is to be converted into cash, surrendered or redeemed, as the case may be. S&P Dow Xxxxx Indices have no obligation or liability in connection with the administration, marketing or trading of Licensee’s Product(s). There is no assurance that investment products based on the Index will accurately track index performance or provide positive investment returns. S&P Dow Xxxxx Indices LLC is not an investment advisor. Inclusion of a security within an index is not a recommendation by S&P Dow Xxxxx Indices to buy, sell, or hold such security, nor is it considered to be investment advice.

S&P DOW XXXXX INDICES DOES NOT GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS AND/OR THE COMPLETENESS OF THE INDEX OR ANY DATA RELATED THERETO OR ANY COMMUNICATION, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATION (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P DOW XXXXX INDICES SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN. S&P DOW XXXXX INDICES MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO BE OBTAINED BY LICENSEE, OWNERS OF THE LICENSEE’S PRODUCT(S), OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEX OR WITH RESPECT TO ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P DOW XXXXX INDICES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN S&P DOW XXXXX INDICES AND THE LICENSEE, OTHER THAN THE LICENSORS OF S&P DOW XXXXX INDICES.

EURO STOXX 50® Index

STOXX Limited and its licensors (the "Licensors") have no relationship to BNP Paribas, other than the licensing of the EURO STOXX 50® and the related trademarks for use in connection with the Securities.

STOXX Limited and its Licensors do not:

- Sponsor, endorse, sell or promote the Securities.

- Recommend that any person invest in the Securities or any other securities.

Have any responsibility or liability for or make any decisions about the timing, amount or pricing of Securities.

- Have any responsibility or liability for the administration, management or marketing of the Securities.

- Consider the needs of the Securities or the owners of the Securities in determining, composing or calculating the EURO STOXX 50® or have any obligation to do so.

STOXX Limited and its Licensors will not have any liability in connection with the Securities. Specifically,

• STOXX Limited and its Licensors do not make any warranty, express or implied and disclaim any and all warranty about:

- The results to be obtained by the Securities, the owner of the Securities or any other person in connection with the use of the EURO STOXX 50® and the data included in the EURO STOXX 50®;

- The accuracy or completeness of the EURO STOXX 50® and its data;

- The merchantability and the fitness for a particular purpose or use of the EURO STOXX 50® and its data;

• STOXX Limited and its Licensors will have no liability for any errors, omissions or interruptions in the EURO STOXX 50® or its data;

• Under no circumstances will STOXX Limited or its Licensors be liable for any lost profits or indirect, punitive, special or consequential damages or losses, even if STOXX Limited or its Licensors knows that they might occur.

The licensing agreement between BNP PARIBAS ARBITRAGE ISSUANCE B.V. (the “Issuer”) and STOXX Limited is solely for their benefit and not for the benefit of the owners of the Securities or any other third parties.

STOXX® 600 Oil & Gas

STOXX and its licensors (the “Licensors”) have no relationship to the BNP Paribas, other than the licensing of the STOXX® 600 Oil & Gas and the related trademarks for use in connection with the Securities.

STOXX and its Licensors do not:

 Sponsor, endorse, sell or promote the Securities.

 Recommend that any person invest in the Securities or any other securities.

 Have any responsibility or liability for or make any decisions about the timing, amount or pricing of Securities.

 Have any responsibility or liability for the administration, management or marketing of the Securities.

 Consider the needs of the Securities or the owners of the Securities in determining, composing or calculating the STOXX® 600 Oil & Gas or have any obligation to do so.

STOXX and its licensors will not have any liability in connection with the Securities. Specifically,

 STOXX and its licensors do not make any warranty, express or implied and disclaim any and all warranty about:

 The results to be obtained by the Securities, the owner of the Securities or any other person in connection with the use of the STOXX® 600 Oil & Gas and the data included in the STOXX® 600 Oil & Gas;

 The accuracy or completeness of the STOXX® 600 Oil & Gas and its data;

 The merchantability and the fitness for a particular purpose or use of the STOXX® 600 Oil & Gas and its data;

 STOXX and Dow Xxxxx will have no liability for any errors, omissions or interruptions in the STOXX® 600 Oil & Gas or its data;

 Under no circumstances will STOXX and its licensors be liable for any lost profits or indirect, punitive, special or consequential damages or losses, even if STOXX and its licensors knows that they might occur.

The licensing agreement between the BNP PARIBAS ARBITRAGE ISSUANCE B.V. (the “Issuer”) and STOXX is solely for their benefit and not for the benefit of the owners of the Securities or any other third parties.

STOXX® Banks

STOXX and its licensors (the “Licensors”) have no relationship to the BNP Paribas, other than the licensing of the STOXX® Banks and the related trademarks for use in connection with the Securities.

STOXX and its Licensors do not:

 Sponsor, endorse, sell or promote the Securities.

 Recommend that any person invest in the Securities or any other securities.

 Have any responsibility or liability for or make any decisions about the timing, amount or pricing of Securities.

 Have any responsibility or liability for the administration, management or marketing of the Securities.

 Consider the needs of the Securities or the owners of the Securities in determining, composing or calculating the STOXX® Banks or have any obligation to do so.

STOXX and its licensors will not have any liability in connection with the Securities. Specifically,

 STOXX and its licensors do not make any warranty, express or implied and disclaim any and all warranty about:

 The results to be obtained by the Securities, the owner of the Securities or any other person in connection with the use of the STOXX® Banks and the data included in the STOXX® Banks;

 The accuracy or completeness of the STOXX® Banks and its data;

 The merchantability and the fitness for a particular purpose or use of the STOXX® Banks and its data;

 STOXX and Dow Xxxxx will have no liability for any errors, omissions or interruptions in the STOXX® Banks or its data;

 Under no circumstances will STOXX and its licensors be liable for any lost profits or indirect, punitive, special or consequential damages or losses, even if STOXX and its licensors knows that they might occur.

The licensing agreement between the BNP PARIBAS ARBITRAGE ISSUANCE B.V. (the “Issuer”) and STOXX is solely for their benefit and not for the benefit of the owners of the Securities or any other third parties.

5. Operational Information

Relevant Clearing System(s): Monte Titoli.

8. Form of Renouncement Notice

RENOUNCEMENT NOTICE

(to be completed by the Holder of the Security)

BNP Paribas Arbitrage Issuance B.V.

5 Series of 30,000 EUR "Athena" Certificates relating to an Index

(the "Securities")

To: BNP Paribas Securities Services, Xxxxx Xxxxxx

Xxx Xxxxxxxx 0, 00000, Xxxxxx, Xxxxx

Fax No:(00) 00 00000 000

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

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

Series No. of the Securities:

Number of Securities the subject of this notice:

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

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

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

Signature of the Holder

Name of beneficial owner of the Securities

Signature

ISSUE SPECIFIC SUMMARY OF THE PROGRAMME IN RELATION TO THIS BASE PROSPECTUS

Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered in Sections A – E (A.1 – E.7). This Summary contains all the Elements required to be included in a summary for this type of Securities, Issuer and Guarantor. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in the summary because of the type of Securities, Issuer and Guarantor(s), it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element should be included in the summary explaining why it is not applicable.

Section A - Introduction and warnings

Element	Title
A.1	Warning that the summary should be read as an introduction and provision as to claims	 This summary should be read as an introduction to the Base Prospectus and the applicable Final Terms. In this summary, unless otherwise specified and except as used in the first paragraph of Element D.3, "Base Prospectus" means the Base Prospectus of BNPP B.V., BNPP, BP2F, BNPPF and BGL dated 9 June 2015 as supplemented from time to time. In the first paragraph of Element D.3, "Base Prospectus" means the Base Prospectus of BNPP B.V., BNPP, BP2F, BNPPF and BGL dated 9 June 2015.  Any decision to invest in any Securities should be based on a consideration of the Base Prospectus as a whole, including any documents incorporated by reference and the applicable Final Terms.  Where a claim relating to information contained in the Base Prospectus and the applicable Final Terms is brought before a court in a Member State of the European Economic Area, the plaintiff may, under the national legislation of the Member State where the claim is brought, be required to bear the costs of translating the Base Prospectus and the applicable Final Terms before the legal proceedings are initiated.  No civil liability will attach to the Issuer or the Guarantor in any such Member State solely on the basis of this summary, including any translation hereof, unless it is misleading, inaccurate or inconsistent when read together with the other parts of the Base Prospectus and the applicable Final Terms or, following the implementation of the relevant provisions of Directive 2010/73/EU in the relevant Member State, it does not provide, when read together with the other parts of the Base Prospectus and the applicable Final Terms, key information (as defined in Article 2.1(s) of the Prospectus Directive) in order to aid investors when considering whether to invest in the Securities.

Element	Title
A.2	Consent as to use the Base Prospectus, period of validity and other conditions attached	Not applicable. See Section E.3 “Terms and conditions of the offer”.

Section B - Issuer and Guarantor

Element	Title
B.1	Legal and commercial name of the Issuer		BNP Paribas Arbitrage Issuance B.V. ("BNPP B.V." or the "Issuer").
B.2	Domicile/ legal form/ legislation/ country of incorporation		The Issuer was incorporated in the Netherlands as a private company with limited liability under Dutch law having its registered office at Xxxxxxxxxxx 000, 0000 XX Xxxxxxxxx, the Netherlands.
B.4b	Trend information		BNPP B.V. is dependent upon BNPP. BNPP B.V. is a wholly owned subsidiary of BNPP specifically involved in the issuance of securities such as Notes, Warrants or Certificates or other obligations which are developed, setup and sold to investors by other companies in the BNPP Group (including BNPP). The securities are hedged by acquiring hedging instruments from BNP Paribas and BNP Paribas entities as described in Element D.2 below. As a consequence, the Trend Information described with respect to BNPP shall also apply to BNPP B.V.
B.5	Description of the Group		BNPP B.V. is a wholly owned subsidiary of BNP Paribas. BNP Paribas is the ultimate holding company of a group of companies and manages financial operations for those subsidiary companies (together the "BNPP Group").
B.9	Profit forecast or estimate		Not applicable, as there are no profit forecasts or estimates made in respect of the Issuer in the Base Prospectus to which this Summary relates.
B.10	Audit report qualifications		Not applicable, there are no qualifications in any audit report on the historical financial information included in the Base Prospectus.
B.12	Selected historical key financial information: Comparative Annual Financial Data - In EUR
				31/12/2014	31/12/2013
	Revenues			432,263	397,608
	Net income, Group share			29,043	26,749
	Total balance sheet			64,804,833,465	48,963,076,836
	Shareholders’ equity (Group share)			445,206	416,163
	Comparative Interim Financial Data – In EUR
		30/06/2015	30/06/2014

Element	Title
		Revenues	158,063	218,961
		Net Income, Group Share	10,233	14,804
			30/06/2015	31/12/2014
		Total Balance Sheet	51,184,742,227	64,804,833,465
		Shareholders’ Equity (Group Share)	455,439	445,206
	Statements of no significant or material adverse change There has been no significant change in the financial or trading position of the BNPP Group since 30 June 2015 (being the end of the last financial period for which interim financial statements have been published). There has been no material adverse change in the prospects of BNPP or the BNPP Group since 31 December 2014 (being the end of the last financial period for which audited financial statements have been published). There has been no significant change in the financial or trading position of BNPP B.V. since 30 June 2015 and there has been no material adverse change in the prospects of BNPP B.V. since 31 December 2014.
B.13	Events impacting the Issuer's solvency		Not applicable, as at 10 September 2015 and to the best of the Issuer's knowledge, there have not been any recent events which are to a material extent relevant to the evaluation of the Issuer's solvency since 30 June 2015.
B.14	Dependence upon other group entities		The Issuer is dependent upon BNPP and other members of the BNPP Group. See also Element B.5 above. BNPP B.V. is dependent upon BNPP. BNPP B.V. is a wholly owned subsidiary of BNPP specifically involved in the issuance of securities such as Notes, Warrants or Certificates or other obligations which are developed, setup and sold to investors by other companies in the BNPP Group (including BNPP). The securities are hedged by acquiring hedging instruments from BNP Paribas and BNP Paribas entities as described in Element D.2 below.
B.15	Principal activities		The principal activity of the Issuer is to issue and/or acquire financial instruments of any nature and to enter into related agreements for the account of various entities within the BNPP Group.
B.16	Controlling shareholders		BNP Paribas holds 100 per cent. of the share capital of the Issuer.
B.17	Solicited credit ratings		BNPP B.V.'s long term credit rating are A+ under CreditWatch negative (Standard & Poor's Credit Market Services France SAS) and BNPP B.V.'s short term credit rating are A-1 (Standard & Poor's Credit Market Services France SAS). The Securities have not been rated. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
B.18	Description of the Guarantee		The Securities will be unconditionally and irrevocably guaranteed by BNP Paribas ("BNPP" or the "Guarantor") pursuant to an English law deed of guarantee executed by BNPP on or around 9 June 2015 (the "Guarantee"). In the event of a bail-in of BNPP B.V. but not BNPP, the obligations and/or amounts owed by BNPP under the guarantee shall be reduced to reflect any such reduction or modification resulting from the application of a bail-in of BNPP B.V. by a relevant regulator. In the event of a bail-in of BNPP but not BNPP B.V., the obligations and/or amounts

Element	Title
		owed by BNPP under the guarantee shall be reduced to reflect any such modification or reduction applied to securities issued by BNPP resulting from the application of a bail-in of BNPP by any relevant regulator. The obligations under the guarantee are direct unconditional, unsecured and unsubordinated obligations of BNPP and rank and will rank pari passu among themselves and at least pari passu with all other direct, unconditional, unsecured and unsubordinated indebtedness of BNPP (save for statutorily preferred exceptions).
B.19	Information about the Guarantor
B.19/ B.1	Legal and commercial name of the Guarantor	BNP Paribas
B.19/ B.2	Domicile/ legal form/ legislation/ country of incorporation	The Guarantor was incorporated in France as a société anonyme under French law and licensed as a bank having its head office at 00, xxxxxxxxx xxx Xxxxxxxx – 00000 Xxxxx, Xxxxxx.
B.19/ B.4b	Trend information	Macroeconomic risk Macroeconomic and market conditions affect BNPP's results. The nature of BNPP’s business makes it particularly sensitive to macroeconomic and market conditions in Europe, which have been difficult and volatile in recent years. In 2014, the global economy continued its slow recovery but there remain uncertainties, in particular in Europe where the economic performance during the second half of 2014 was weaker than expected. IMF and OECD economic forecasts for 2015 indicate a continuation of moderate growth in developed economies but with differences between countries, including in the euro-zone, where growth is forecast to be weak in certain countries (including France and Italy). The forecast is similar for emerging markets (i.e., moderate growth but with areas of weakness). Short term risks to macroeconomic growth highlighted by the IMF include heightened geopolitical tensions and increased financial market volatility; medium-term risks highlighted include weak economic growth or stagnation in developed countries. Deflation remains a risk in the euro-zone, although the risk has been reduced through the ECB’s announcement of non- conventional policy measures. Legislation and Regulation applicable to Financial Institutions Laws and regulations applicable to financial institutions that have an impact on BNPP have significantly evolved. The measures that have been proposed and/or adopted in recent years include more stringent capital and liquidity requirements (particularly for large global banking groups such as the BNPP Group), taxes on financial transactions, restrictions and taxes on employee compensation, limits on the types of activities that commercial banks can undertake and ring-fencing or even prohibition of certain activities considered as speculative within separate subsidiaries, restrictions on certain types of financial products, increased internal control and reporting requirements, more stringent conduct of business rules, mandatory clearing and reporting of derivative transactions, requirements to mitigate risks in relation to over-the-counter derivative transactions and the creation of new and strengthened regulatory bodies.

See in particular: International Monetary Fund. World Economic Outlook (WEO) Update, January 2015: Gross Currents; International Monetary Fund. 2014 ; International Monetary Fund. World Economic Outlook: Legacies, Clouds, Uncertainties. Washington (October 2014)

; OECD - Putting the Euro area on a road to recovery - X. Xxxx - 25 November 2014

Element	Title
		The measures that were recently adopted, or that are (or whose implementation measures are) in some cases proposed and still under discussion, that have affected or are likely to affect BNPP, include in particular the French Ordinance of 27 June 2013 relating to credit institutions and financing companies (“Sociétés de financement”), which came into force on 1 January 2014, the French banking law of 26 July 2013 on the separation and regulation of banking activities and the related implementing decrees and orders and the Ordinance of 20 February 2014 for the adaptation of French law to EU law with respect to financial matters; the Directive and Regulation of the European Parliament and of the Council on prudential requirements “CRD 4/CRR” dated 26 June 2013 (and the related delegated and implementing acts) and many of whose provisions have been applicable since January 1, 2014; the regulatory and implementing technical standards relating to the Directive and Regulation CRD 4/CRR published by the European Banking Authority; the designation of BNPP as a systemically important financial institution by the Financial Stability Board and the consultation for a common international standard on total loss- absorbing capacity (“TLAC”) for global systemically important banks; the public consultation for the reform of the structure of the EU banking sector of 2013 and the proposal for a Regulation of the European Parliament and of the Council of 29 January 2014 on structural measures to improve the resilience of EU credit institutions; the proposal for a Regulation of the European Parliament and of the Council of 18 September 2013 on indices used as benchmarks in financial instruments and financial contracts; the Regulation of the European Parliament and of the Council of 16 April 2014 on market abuse and the Directive of the European Parliament and of the Council of 16 April 2014 on criminal sanctions for market abuse; the Directive and the Regulation of the European Parliament and of the Council on markets in financial instruments of 15 May 2014; the European Single Supervisory Mechanism led by the European Central Bank adopted in October 2013 (Council Regulation of October 2013 conferring specific tasks on the European Central Bank concerning policies relating to the prudential supervision of credit institutions and the Regulation of the European Parliament and of the Council of 22 October 2013 establishing a European Supervisory Authority as regards the conferral of specific tasks on the European Central Bank (and the related delegated and implementing acts)), as well as the related French Ordinance of 6 November 2014 for the adaptation of French law to the single supervisory mechanism of the credit institutions; the Directive of the European Parliament and of the Council of 16 April 2014 on deposit guarantee schemes, which strengthens the protection of citizens’ deposits in case of bank failures (and the related delegated and implementing acts); the Directive of the European Parliament and of the Council of 15 May 2014 establishing a framework for the recovery and resolution of credit institutions and investment firms, which harmonizes the tools to address potential bank crises; the Single Resolution Mechanism adopted by the European Parliament on 15 April 2014 (Regulation of the European Parliament and of the Council of 15 July 2014 establishing uniform rules and a uniform procedure for the resolution of credit institutions and certain investment firms in the framework of a single resolution mechanism and a single resolution fund, and the related delegated and implementing acts), which provides for the establishment of a Single Resolution Board as the authority in charge of the implementation of the Single Resolution Mechanism and the establishment of the Single Resolution Fund; the Delegated Regulation on the provisional system of installments on contributions to cover the administrative expenditures of the Single Resolution Board during the provisional period adopted by the European Commission on 8 October 2014, the implementing Regulation of the Council of 19 December 2014 specifying uniform conditions for the ex-ante contribution to the Single Resolution Fund; the U.S. Federal Reserve’s final rule imposing enhanced prudential standards on the U.S. operations of large foreign banks; the “Xxxxxxx Rule” imposing certain restrictions on investments in or sponsorship of hedge funds and private equity funds and proprietary trading activities of U.S. banks and non-U.S. banks adopted by the U.S. regulatory authorities in December 2013; and the final U.S. credit risk retention rule adopted on 22 October 2014. More generally, regulators and legislators in any country may, at any time, implement new or different

Element	Title
			measures that could have a significant impact on the financial system in general or BNPP in particular.
B.19/B.5	Description of the Group		BNPP is a European leading provider of banking and financial services and has four domestic retail banking markets in Europe, namely in Belgium, France, Italy and Luxembourg. It is present in 75 countries and has almost 188,000 employees, including over 147,000 in Europe. BNPP is the parent company of the BNP Paribas Group (the "BNPP Group").
B.19/B.9	Profit forecast or estimate		Not applicable, as there are no profit forecasts or estimates made in respect of the Guarantor in the Base Prospectus to which this Summary relates.
B.19/ B.10	Audit report qualifications		Not applicable, there are no qualifications in any audit report on the historical financial information included in the Base Prospectus
B.19/ B.12	Selected historical key financial information: Comparative Annual Financial Data - In millions of EUR
			31/12/2014 (audited)	31/12/2013* (audited)
		Revenues	39,168	37,286
		Cost of risk	(3,705)	(3,643)
		Net income, Group share	157	4,818
		* Restated following the application of accounting standards IFRS10, IFRS11 and IAS32 revised
			31/12/2014	31/12/2013
		Common equity Tier 1 ratio (Basel 3 fully loaded, CRD4)	10.3%	10.3%
			31/12/2014 (audited)	31/12/2013* (audited)
		Total consolidated balance sheet	2,077,759	1,810,522
		Consolidated loans and receivables due from customers	657,403	612,455
		Consolidated items due to customers	641,549	553,497
		Shareholders' equity (Group share)	89,410	87,433
	* Restated following the application of accounting standards IFRS10, IFRS11 and IAS32 revised
	Comparative Interim Financial Data – In millions of EUR
			1Q15	1Q14*
	Revenues		11,065	9,911
	Cost of risk		(1,044)	(1,084)
	Net income, Group share		1,648	1,403

Element	Title
			31/03/2015	31/12/2014*
	Common equity Tier 1 ratio (Basel 3 fully loaded, CRD4)		10.3%	10.3%
	Total consolidated balance sheet		2,392,177	2,077,758
	Consolidated loans and receivables due from customers		696,737	657,403
	Consolidated items due to customers		688,645	641,549
	Shareholders' equity (Group share)		93,921	89,458
	* Restated according to the IFRIC 21 interpretation
		Comparative Interim Financial Data for the nine-month period ended 30 September 2015 – In millions of EUR
			9M15	9M14*
		Revenues	32,489	29,018
		Cost of Risk	(2,829)	(2,693)
		Net Income, Group share	6,029	(1,220)
			30/09/2015	31/12/2014*
		Common Equity Tier 1 Ratio (Basel 3 fully loaded, CRD4)	10.7%	10.3%
		Total consolidated balance sheet	2,145,416	2,077,758
		Consolidated loans and receivables due from customers	676,548	657,403
		Consolidated items due to customers	675,143	641,549
		Shareholders' equity (Group share)	94,788	89,458
		* Restated according to the IFRIC 21 interpretation.
	Statements of no significant or material adverse change There has been no significant change in the financial or trading position of the BNPP Group since 30 June 2015 (being the end of the last financial period for which interim financial statements have been published). There has been no material adverse change in the prospects of BNPP since 31 December 2014 (being the end of the last financial period for which audited financial statements have been published).
B.19/ B.13	Events impacting the Guarantor's solvency		As at 9 November 2015 and to the best of the Guarantor's knowledge, there have not been any recent events which are to a material extent relevant to the evaluation of the Guarantor's solvency since 30 June 2015.
B.19/ B.14	Dependence upon other Group entities		Subject to the following paragraph, BNPP is not dependent upon other members of the BNPP Group. In April 2004, BNPP began outsourcing IT Infrastructure Management Services to the BNP Paribas Partners for Innovation (BP²I) joint venture set up with IBM France at the

Element	Title
		end of 2003. BP²I provides IT Infrastructure Management Services for BNPP and several BNPP subsidiaries in France (including BNP Paribas Personal Finance, BP2S, and BNP Paribas Cardif), Switzerland, and Italy. In mid-December 2011 BNPP renewed its agreement with IBM France for a period lasting until end-2017. At the end of 2012, the parties entered into an agreement to gradually extend this arrangement to BNP Paribas Fortis as from 2013. BP²I is under the operational control of IBM France. BNP Paribas has a strong influence over this entity, which is 50/50 owned with IBM France. The BNP Paribas staff made available to BP²I make up half of that entity's permanent staff, its buildings and processing centres are the property of the Group, and the governance in place provides BNP Paribas with the contractual right to monitor the entity and bring it back into the Group if necessary. ISFS, a fully-owned IBM subsidiary, handles IT Infrastructure Management for BNP Paribas Luxembourg. BancWest's data processing operations are outsourced to Fidelity Information Services. Cofinoga France's data processing is outsourced to SDDC, a fully-owned IBM subsidiary. See also Element B.5 above.
B.19/ B.15	Principal activities	BNP Paribas holds key positions in its two main businesses: • Retail Banking and Services, which includes: • Domestic Markets, comprising: • French Retail Banking (FRB), • BNL banca commerciale (BNL bc), Italian retail banking, • Belgian Retail Banking (BRB), • Other Domestic Markets activities, including Luxembourg Retail Banking (LRB); • International Financial Services, comprising: • Europe-Mediterranean, • BancWest, • Personal Finance, • Insurance, • Wealth and Asset Management; • Corporate and Institutional Banking (CIB), which includes: • Corporate Banking, • Global Markets, • Securities Services.
B.19/ B.16	Controlling shareholders	None of the existing shareholders controls, either directly or indirectly, BNPP. The main shareholders are Société Fédérale de Participations et d’Investissement (SFPI) a public- interest société anonyme (public limited company) acting on behalf of the Belgian government holding 10.3% of the share capital as at 31 December 2014 and Grand Duchy of Luxembourg holding 1.0% of the share capital as at 31 December 2014. To BNPP's knowledge, no shareholder other than SFPI owns more than 5% of its capital or voting rights.
B.19/ B.17	Solicited credit ratings	BNPP's long term credit ratings are A+ under CreditWatch negative (Standard & Poor's Credit Market Services France SAS), A1 with a stable outlook (Moody's Investors

Element	Title
		Service Ltd.) and A+ with a stable outlook (Fitch France S.A.S.) and BNPP's short-term credit ratings are A-1 (Standard & Poor's Credit Market Services France SAS), P-1 (Moody's Investors Service Ltd.) and F1 (Fitch France S.A.S.). A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.

Section C - Securities

Element	Title
C.1	Type and class of Securities/ISIN	The Securities are certificates ("Certificates") and are issued in Series. The Series Number of the Securities is as set out in the table in Element C.20 below. The ISIN is as set out in the table in Element C.20 below. The Common Code is as set out in the table in Element C.20 below. The Trading Code of Borsa Italiana is as set out in the table in Element C.20 below. The Securities are cash settled Securities.
C.2	Currency	The currency of this Series of Securities is Euro ("EUR"). (EUR Quanto for CE1939UR series).
C.5	Restrictions on free transferability	The Securities will be freely transferable, subject to the offering and selling restrictions in the United States, the European Economic Area, Austria, Belgium, the Czech Republic, France, Finland, Germany, Hungary, Ireland, Portugal, Spain, Sweden, the Republic of Italy, Poland, the United Kingdom, Japan and Australia and under the Prospectus Directive and the laws of any jurisdiction in which the relevant Securities are offered or sold.
C.8	Rights attaching to the Securities	Securities issued under the Programme will have terms and conditions relating to, among other matters: Status The Certificates are issued on a unsecured basis. Securities issued on an unsecured basis constitute direct, unconditional, unsecured and unsubordinated obligations of the Issuer and rank and will rank pari passu among themselves and at least pari passu with all other direct, unconditional, unsecured and unsubordinated indebtedness of the Issuer (save for statutorily preferred exceptions).
		Taxation The Holder must pay all taxes, duties and/or expenses arising from the exercise and settlement or redemption of the W&C Securities and/or the delivery or transfer of the Entitlement. The Issuer shall deduct from amounts payable or assets deliverable to Holders certain taxes and expenses not previously deducted from amounts paid or assets delivered to Holders, as the Calculation Agent determines are attributable to the W&C Securities.
		Negative pledge The terms of the Securities will not contain a negative pledge provision.

Element	Title
		Events of Default The terms of the Securities will not contain events of default.
		Meetings The terms of the Securities will contain provisions for calling meetings of holders of such Securities to consider matters affecting their interests generally. These provisions permit defined majorities to bind all holders, including holders who did not attend and vote at the relevant meeting and holders who voted in a manner contrary to the majority. Governing law The W&C Securities, the English Law Agency Agreement (as amended or supplemented from time to time), the Related Guarantee in respect of the W&C Securities and any non-contractual obligations arising out of or in connection with the W&C Securities, the English Law Agency Agreement (as amended or supplemented from time to time) and the Guarantee in respect of the W&C Securities will be governed by and shall be construed in accordance with English law.
C.9	Interest/Redemption	Interest The Securities do not bear or pay interest. Redemption Unless previously redeemed or cancelled, each Security will be redeemed on the Redemption Date as set out in the table in Element C.20 below. The Certificates may also be redeemed early on occurrence of an Additional Disruption Event, an Optional Additional Disruption Event, an Extraordinary Event, a Potential Adjustment Event or if performance of the Issuer's obligations under the Securities becomes illegal, or becomes illegal or impractical by reason of force majeure or act of state. The amount payable under the Securities on early redemption will be the fair market value of each Security. Representative of Holders No representative of the Holders has been appointed by the Issuer. Please also refer to item C.8 above for rights attaching to the Securities.
C.10	Derivative component in the interest payment	Not applicable.
C.11	Admission to Trading	Application will be made by the Issuer (or on its behalf) for the Securities to be admitted to trading on the Italian Stock Exchange and to admit the Securities described herein for trading on the electronic "Securitised Derivatives Market" (the "SeDeX").
C.15	How the value of the investment in the derivative securities is affected by the value of the	The amount payable on redemption is calculated by reference to the Underlying Reference(s). See item C.9 above and C.18 below.

Element	Title
	underlying assets
C.16	Maturity of the derivative Securities	The Exercise Date of the Securities and the Exercise Settlement Date are as set out in the table in Element C.20 below.
C.17	Settlement Procedure	This Series of Securities is cash settled. The Issuer does not have the option to vary settlement.
C.18	Return on derivative securities	See Element C.8 above for the rights attaching to the Securities. Final Redemption Unless previously redeemed or purchased and cancelled, each Security entitles its holder to receive from the Issuer on the Redemption Date a Cash Settlement Amount equal to: ETS Final Payout 1260/1 (i) if Settlement Price Final is greater than or equal to the Strike Price: Notional Amount x[100%  Premium Percentage x [n]] ; (ii) if Settlement Price Final is less than the Strike Price and greater than or equal to the Barrier Level: NotionalAmount x100% ; or (iii) if Settlement Price Final is less than the Barrier Level: Notional Amount x   Settlement Price Final - Underlying Reference Initial 100% Underlying Reference Initial    Where: “Notional Amount” means EUR100; "Settlement Price Final" means the Settlement Price on the Redemption Valuation Date "Settlement Price" means the official closing level “Redemption Valuation Date” means the Exercise Date. “Premium Percentage” means as set out in Element C.20; “Barrier Level” means as set out in Element C.20; “Strike Price” means as set out in Element C.20;

Element	Title
		“Underlying Reference Initial” means as set out in Element C.20; “n” means 4
		If on any Automatic Early Redemption Valuation Date an Automatic Early Redemption Event occurs, the Securities will be redeemed early at the Automatic Early Redemption Amount on the Automatic Early Redemption Date. The Automatic Early Redemption Amount will be an amount equal to: Automatic Early Redemption Payout 1260/1: [Notional Amount]x [100%  Premium Percentage x n] "Automatic Early Redemption Event" means if, in respect of each series, on any Automatic Early Redemption Valuation Date the relevant Underlying Reference Level is greater than or equal to the Automatic Early Redemption Level. “Premium Percentage” means as set out in Element C.20; “Automatic Early Redemption Level ” means as set out in Element C.20; “ Underlying Reference Level” means the official close of the Underlying Reference ; The above provisions are subject to adjustment as provided in the conditions of the Securities to take into account events in relation to the Underlying Reference or the Securities. This may lead to adjustments being made to the Securities or in some cases the Securities being terminated early at an early redemption amount (see item C.9).
C.19	Final reference price of the Underlying	The final reference price of the underlying will be determined in accordance with the valuation mechanics set out in Element C.18 above
C.20	Underlying	The Underlying Reference is as set out in the table below. Information on the Underlying Reference can be obtained from the source as set out in the table below.

n	Automatic Early Redemption Valuation Date	Automatic Early Redemption Date
1	9 January 2017	16 January 2017
2	8 January 2018	15 January 2018
3	8 January 2019	14 January 2019

Series Number	ISIN Code	No. of Securities issued	No. of Securities	Common Code	Trading Code of Borsa Italiana	Issue Price per Security	Strike Price/Underlyi ng Reference Initial	Barrier Level Percentage	Barrier Level	Premium Percentage	Exercise Date	Exercise Settlement Date
CE1938UR	NL0011512165	30,000	30,000	130070302	P12165	EUR 100	19869.49	70%	13908.643	7.50%	7 January 2020	13 January 2020
CE1939UR	NL0011512173	30,000	30,000	130070329	P12173	EUR 100	1922.03	70%	1345.421	4.50%	7 January 2020	13 January 2020
CE1940UR	NL0011512181	30,000	30,000	130070337	P12181	EUR 100	3033.47	70%	2123.429	8.50%	7 January 2020	13 January 2020
CE1941UR	NL0011512199	30,000	30,000	130070345	P12199	EUR 100	237.09	70%	165.963	13.50%	7 January 2020	13 January 2020
CE1942UR	NL0011512207	30,000	30,000	130070353	P12207	EUR 100	116.96	70%	81.872	10.50%	7 January 2020	13 January 2020

Series Number	ISIN Code	Index	Index Currency	ISIN of Index	Reuters Code of Index / Reuters Screen Page	Index Sponsor	Index Sponsor Website	Exchange	Exchange Website
CE1938UR	NL0011512165	FTSE MIB Index	EUR	IT0003465736	.FTMIB	FTSE International Limited	xxx.xxxx.xxx	Borsa Italiana (MTA)	www.borsaitaliana. it
CE1939UR	NL0011512173	S&P 500® Index	USD	US78378X1072	.SPX	S&P Dow Xxxxx Indices LLC ("SPDJI")	xxxx://xx.xxxxxxxxx.xx m/	As set out in Annex 2 for a Composite Index	N/A
CE1940UR	NL0011512181	EURO STOXX50® Index	EUR	EU0009658145	.STOXX50E	Stoxx Limited	xxx.xxxxx.xxx	As set out in Annex 2 for a Composite Index	N/A
CE1941UR	NL0011512199	STOXX® 600 Oil & Gas index	EUR	EU0009658780	.SXEP	Stoxx Limited	xxx.xxxxx.xxx	As set out in Annex 2 for a Composite Index	N/A
CE1942UR	NL0011512207	EURO STOXX® Banks Index	EUR	EU0009658426	.SX7E	Stoxx Limited	xxx.xxxxx.xxx	As set out in Annex 2 for a Composite Index	N/A

Section D - Risks

Element	Title
D.2	Key risks regarding the Issuer and the Guarantor	There are certain factors that may affect the Issuer's ability to fulfil its obligations under the Securities issued under the Programme and the Guarantor's obligations under the Guarantee. Twelve main categories of risk are inherent in BNPP's activities : ● Credit Risk; ● Counterparty Risk; ● Securitisation; ● Market Risk; ● Operational Risk; ● Compliance and Reputation Risk; ● Concentration Risk; ● Asset-Liability Management Risk; ● Breakeven Risk; ● Strategy Risk; ● Liquidity and refinancing Risk; ● Insurance subscription Risk. Difficult market and economic conditions could have a material adverse effect on the operating environment for financial institutions and hence on BNPP's financial condition, results of operations and cost of risk. Legislative action and regulatory measures taken in response to the global financial crisis may materially impact BNPP and the financial and economic environment in which it operates. BNPP's access to and cost of funding could be adversely affected by a resurgence of the Euro-zone sovereign debt crisis, worsening economic conditions, further rating downgrades or other factors. A substantial increase in new provisions or a shortfall in the level of previously recorded provisions could adversely affect BNPP's results of operations and financial condition. BNPP may incur significant losses on its trading and investment activities due to market fluctuations and volatility. BNPP may generate lower revenues from brokerage and other commission and fee- based businesses during market downturns. Protracted market declines can reduce liquidity in the markets, making it harder to sell assets and possibly leading to material losses.

Element	Title
		Significant interest rate changes could adversely affect BNPP's revenues or profitability. The soundness and conduct of other financial institutions and market participants could adversely affect BNPP. BNPP's competitive position could be harmed if its reputation is damaged. An interruption in or a breach of BNPP's information systems may result in lost business and other losses. Unforeseen external events can interrupt BNPP's operations and cause substantial losses and additional costs. BNPP is subject to extensive and evolving regulatory regimes in the countries and regions in which it operates. Notwithstanding BNPP's risk management policies, procedures and methods, it could still be exposed to unidentified or unanticipated risks, which could lead to material losses. BNPP's hedging strategies may not prevent losses. BNPP may experience difficulties integrating acquired companies and may be unable to realise the benefits expected from its acquisitions. Intense competition, especially in France where it has the largest single concentration of its businesses, could adversely affect BNPP's revenues and profitability. The following risk factors relate to BNPP B.V.: BNPP B.V. is an operating company. BNPP B.V.'s sole business is the raising and borrowing of money by issuing securities such as Notes, Warrants or Certificates or other obligations. BNPP B.V. has, and will have, no assets other than hedging agreements (OTC contracts mentioned in the Annual Reports), cash and fees payable to it, or other assets acquired by it, in each case in connection with the issue of securities or entry into other obligations related thereto from time to time. BNPP B.V. has a small equity and limited profit base. 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 hedge its market risk by acquiring hedging instruments from BNP Paribas and BNP Paribas entities ("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 BNP Paribas and BNP Paribas entities to perform their obligations under such Hedging Agreements. Securities sold in the United States or to U.S. Persons may be subject to transfer restrictions.
D.3	Key risks regarding the Securities	There are certain factors which are material for the purposes of assessing the market risks associated with Securities issued under the Programme, including that: -Securities (other than Secured Securities) are unsecured obligations, -Securities including leverage involve a higher level of risk and whenever there are

Element	Title
		losses on such Securities those losses may be higher than those of a similar security which is not leveraged, -the trading price of the Securities is affected by a number of factors including, but not limited to, the price of the relevant Underlying Reference(s), time to expiration or redemption and volatility and such factors mean that the trading price of the Securities may be below the Final Redemption Amount or Cash Settlement Amount or value of the Entitlement, -exposure to the Underlying Reference in many cases will be achieved by the relevant Issuer entering into hedging arrangements and, in respect of Securities linked to an Underlying Reference, potential investors are exposed to the performance of these hedging arrangements and events that may affect the hedging arrangements and consequently the occurrence of any of these events may affect the value of the Securities, -the occurrence of an additional disruption event or optional additional disruption event may lead to an adjustment to the Securities, cancellation (in the case of Warrants) or early redemption (in the case of Notes and Certificates) or may result in the amount payable on scheduled redemption being different from the amount expected to be paid at scheduled redemption and consequently the occurrence of an additional disruption event and/or optional additional disruption event may have an adverse effect on the value or liquidity of the Securities, -expenses and taxation may be payable in respect of the Securities, -the Securities may be cancelled (in the case of Warrants) or redeemed (in the case of Notes and Certificates) in the case of illegality or impracticability and such cancellation or redemption may result in an investor not realising a return on an investment in the Securities, -the meetings of Holders provisions permit defined majorities to bind all Holders, -any judicial decision or change to an administrative practice or change to English law or French law, as applicable, after the date of the Base Prospectus could materially adversely impact the value of any Securities affected by it, -a reduction in the rating, if any, accorded to outstanding debt securities of the Issuer or Guarantor (if applicable) by a credit rating agency could result in a reduction in the trading value of the Securities, -certain conflicts of interest may arise (see Element E.4 below), -the only means through which a Holder can realise value from the Security prior to its Exercise Date, Maturity Date or Redemption Date, as applicable, is to sell it at its then market price in an available secondary market and that there may be no secondary market for the Securities (which could mean that an investor has to exercise or wait until redemption of the Securities to realise a greater value than its trading value), In addition, there are specific risks in relation to Securities which are linked to an Underlying Reference (including Hybrid Securities) and an investment in such Securities will entail significant risks not associated with an investment in a conventional debt security. Risk factors in relation to Underlying Reference linked Securities include: exposure to one or more index, adjustment events and market disruption or failure to open of an exchange which may have an adverse effect on the

Element	Title
		value and liquidity of the Securities, and that the Issuer will not provide post-issuance information in relation to the Underlying Reference. In certain circumstances Holders may lose the entire value of their investment.
D.6	Risk warning	See Element D.3 above. In the event of the insolvency of the Issuer or if it is otherwise unable or unwilling to repay the Securities when repayment falls due, an investor may lose all or part of his investment in the Securities. If the Guarantor is unable or unwilling to meet its obligations under the Guarantee when due, an investor may lose all or part of his investment in the Securities. In addition, investors may lose all or part of their investment in the Securities as a result of the terms and conditions of the Securities.

Section E - Offer

Element	Title
E.2b	Reasons for the offer and use of proceeds	The net proceeds from the issue of the Securities will become part of the general funds of the Issuer. Such proceeds may be used to maintain positions in options or futures contracts or other hedging instruments.
E.3	Terms and conditions of the offer	The issue price of the Securities is as set out in table Element C.20.
E.4	Interest of natural and legal persons involved in the issue/offer	Any Manager and its affiliates may also have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and the Guarantor and their affiliates in the ordinary course of business. Other than as mentioned above, so far as the Issuer is aware, no person involved in the issue of the Securities has an interest material to the offer, including conflicting interests.
E.7	Expenses charged to the investor by the Issuer	No expenses are being charged to an investor by the Issuer.

NOTA DI SINTESI SPECIFICA PER LA SINGOLA EMISSIONE

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

Sezione A - Introduzione e avvertenze

Elemento	Titolo
A.1	Avvertenza che la nota di sintesi va letta come un'introduzione, e disposizione in merito ai ricorsi	• La presente Nota di Sintesi dovrebbe essere intesa quale introduzione del Prospetto di Base e delle Condizioni Definitive. Nella presente Nota di Xxxxxxx, salvo ove diversamente specificato e fatto salvo quanto previsto dal primo paragrafo dell’Elemento D.3, “Prospetto di Base” indica il Prospetto di Base di BNPP B.V., BNPP, BP2F, BNPPF e BGL datato 9 giugno 2015 e successive modifiche. Nel primo paragrafo dell’Elemento D.3, “Prospetto di Base” indica il Prospetto di Base di BNPP B.V., BNPP, BP2F, BNPPF e BGL datato 9 giugno 2015.
		• Ogni decisione di investire nei Xxxxxx dovrebbe basarsi sull’esame del presente Prospetto di Base nel suo insieme, inclusi ogni eventuale documento incorporato mediante riferimento e le Condizioni Definitive.
		• Qualora sia presentato un ricorso dinanzi all'autorità giudiziaria di uno Stato Membro dello Spazio Economico Europeo in merito alle informazioni contenute nel Prospetto di Base e nelle Condizioni Definitive, l’investitore ricorrente potrebbe essere tenuto, a norma del diritto nazionale dello Stato Membro in cui è presentato il ricorso, a sostenere le spese di traduzione del Prospetto di Base e delle Condizioni Definitive prima dell’inizio del procedimento legale.
		• Non sarà attribuita alcuna responsabilità civile all’Emittente o all’eventuale Garante in tale Stato Membro esclusivamente sulla base della presente nota di sintesi, inclusa ogni traduzione della stessa, a meno che essa sia fuorviante, imprecisa o incoerente se letta congiuntamente alle altre parti del presente Prospetto di Base e delle Condizioni Definitive o, a seguito dell’attuazione delle relative disposizioni della Direttiva 2010/73/UE nello Stato Membro del caso, non offra, se letta insieme alle altre parti del Prospetto di Base e delle Condizioni Definitive, le informazioni fondamentali (come definite nell’Articolo 2.1(s) della Direttiva Prospetti) per aiutare gli investitori al momento di valutare l'opportunità di investire in tali Titoli.
A.2	Consenso	Non applicabile - I Titoli non sono offerti al pubblico attraverso una Offerta non-
	all’utilizzo del	esente.
	Prospetto di Base,
	periodo di validità e
	altre condizioni
	correlate

Sezione B - Emittenti e Garanti

Elemento	Titolo
B.1	Denominazione legale e commerciale dell’Emittente		BNP Paribas Arbitrage Issuance B.V. (“BNPP B.V.” o l'"Emittente").
B.2	Domicilio/ forma giuridica/ legislazione/ paese di costituzione		L'Emittente è stato costituito in Olanda nella forma di una società a responsabilità limitata ai sensi della legge olandese, con sede legale a Xxxxxxxxxxx 000, 0000 XX Xxxxxxxxx, Xxxxxx.
B.4b	Informazioni sulle tendenze		BNPP B.V. dipende da BNPP. BNPP B.V. è una società interamente controllata da BNPP specialmente incaricata dell’emissione di titoli quali Notes, Warrants o Certificati o altre obbligazioni che vengono sviluppate, definite e vendute agli investitori da altre società del Gruppo BNPP (inclusa BNPP). I titoli sono coperti attraverso l’acquisto di strumenti di copertura da BNP Paribas ed entità di BNP Paribas, come descritto nell’Elemento D.2 di cui sotto. Di conseguenza, le Informazioni sulle tendenze descritte in relazione a BNPP si applicheranno anche a BNPP B.V.
B.5	Descrizione del Gruppo		BNPP B.V. è una controllata al 100% di BNP Paribas. BNP Paribas è la società holding di un gruppo di società e gestisce le operazioni finanziarie di tali controllate (congiuntamente, il "Gruppo BNPP").
B.9	Previsione o stima degli utili		Non applicabile in quanto nel Prospetto di Base a cui la presente Nota di sintesi si riferisce non sono disponibili previsioni o stime sugli utili relativamente all'Emittente.
B.10	Riserve nella relazione dei revisori		Non applicabile, non vi sono riserve in alcuna relazione dei revisori sulle informazioni finanziarie relative agli esercizi passati incluse nel Prospetto di Base.
B.12	Informazioni finanziarie fondamentali selezionate relative agli esercizi passati: Dati Finanziari Annuali Comparativi - In EUR
			31/12/2014	31/12/2013
		Ricavi	432.263	397.608
		Reddito netto, quota del Gruppo	29.043	26.749
		Totale bilancio	00.000.000.000	00.000.000.000
		Patrimonio netto (quota del Gruppo)	445.206	416.163
	Dati Finanziari Infrannuali Comparativi In EUR
			30/06/2015	30/06/2014
		Ricavi	158.063	218.961

		Reddito netto, Quota del Gruppo	10.233	14.804
			30/06/2015	31/12/2014
		Totale bilancio	00.000.000.000	00.000.000.000
	Dichiarazioni di cambiamenti significativi o negativi sostanziali Non si sono verificati cambiamenti significativi nella posizione finanziaria o di negoziazione del Gruppo BNPP dal 30 giugno 2015 (termine dell’ultimo periodo finanziario per il quale è stato pubblicato un bilancio semestrale). Non si sono verificati cambiamenti negativi sostanziali nelle prospettive di BNPP o del Gruppo BNPP dal 31 dicembre 2014 (termine dell’ultimo periodo finanziario per il quale è stato pubblicato un bilancio sottoposto a revisione). Non si sono verificati cambiamenti significativi nella posizione finanziaria o commerciale di BNPP B.V. dal 30 giugno 2015 e non si sono verificati cambiamenti negativi sostanziali nelle prospettive di BNPP B.V. dal 31 dicembre 2014.
B.13	Eventi aventi un impatto sulla solvibilità dell’Emittente		Non applicabile, in quanto alla data del 10 settembre 2015 e per quanto a conoscenza dell’Emittente non si sono verificati eventi sostanzialmente rilevanti per la valutazione della solvibilità dell’Emittente dal 30 giugno 2015.
B.14	Dipendenza da altri soggetti del Gruppo		L'Emittente dipende da BNPP e da altri soggetti del Gruppo BNPP. Si veda anche l'Elemento B.5 che precede. BNPP B.V. dipende da BNPP. BNPP B.V. è una società interamente controllata da BNPP specialmente incaricata dell’emissione di titoli quali Notes, Warrants o Certificati o altre obbligazioni che vengono sviluppate, definite e vendute agli investitori da altre società del Gruppo BNPP (inclusa BNPP). I titoli sono coperti attraverso l’acquisto di strumenti di copertura da BNP Paribas ed entità di BNP Paribas, come descritto nell’Elemento D.2 di cui sotto.
B.15	Principali attività		L’attività principale dell'Emittente consiste nell’emettere e/o acquisire strumenti finanziari di qualsiasi natura e nello stipulare contratti correlati per conto di vari enti nell’ambito del Gruppo BNPP.
B.16	Azionisti di controllo		BNP Paribas detiene il 100% del capitale sociale di BNPP B.V.
B.17	Rating		I rating del credito a lungo termine di BNPP B.V. sono A+ con credit watch negativo (Standard & Poor’s Credit Market Services France SAS) e i rating del credito a breve termine di BNPP B.V. sono A-1 (Standard & Poor's. Xx Xxxxxx non è stato assegnato alcun giudizio di rating. Il rating di un titolo non costituisce una raccomandazione ad acquistare, vendere o detenere titoli, e può essere soggetto a sospensione, riduzione o ritiro in qualsiasi momento da parte dell’agenzia di rating che l’ha assegnato..
B.18	Descrizione della Garanzia		I Xxxxxx saranno garantiti incondizionatamente e irrevocabilmente da BNP Paribas ("BNPP" o il "Garante"), ai sensi di un atto di garanzia di diritto inglese sottoscritto dal Garante in data o circa in data 9 giugno 2015 (la “Garanzia”). Nell’eventualità di un bail-in per BNPP B.V. ma non di BNPP, le obbligazioni e/o gli importi dovuti da BNPP ai sensi della garanzia saranno ridotti per riflettere tale eventuale riduzione o modifica derivante dall’applicazione del bail-in per BNPP B.V. da parte di un organismo di vigilanza incaricato.

		Nell’eventualità di bail-in per BNPP ma non di BNPP B.V., le obbligazioni e/o gli importi dovuti da BNPP ai sensi della garanzia saranno ridotti per riflettere tale eventuale modifica o riduzione applicata ai titoli emessi da BNPP e derivante dall’applicazione di un bail-in per BNPP da parte di un organismo di vigilanza incaricato. Le obbligazioni ai sensi della garanzia sono obbligazioni dirette, incondizionate, non garantite e non subordinate di BNPP e hanno e avranno pari priorità tra esse e almeno pari priorità rispetto a ogni altro indebitamento diretto, incondizionato, non garantito e non subordinato di BNPP (salvo per debiti privilegiati per legge).
B.19	Informazioni sui Garanti
B.19/ B.1	Denominazione legale e commerciale del Garante	BNP Paribas
B.19/ B.2	Domicilio/ forma giuridica / legislazione/ paese di costituzione	Il Garante è stato costituito nella forma di société anonyme ("naamloze vennootschap”) ai sensi della legge francese e ha ottenuto l’autorizzazione a operare quale banca. La sede legale al 00, xxxxxxxxx xxx Xxxxxxxx – 00000 Xxxxxx, Xxxxxxx.
B.19/ B.4b	Informazioni sulle tendenze	Scenario macroeconomico I risultati di BNPP sono influenzati dal contesto macroeconomico e di mercato. Data la natura della sua attività, BNPP è particolarmente sensibile alle condizioni macroeconomiche e di mercato in Europa, che negli ultimi anni sono state difficili e caratterizzate da volatilità. Nel 2014 l'economia globale ha proseguito la sua lieve ripresa nonostante permangano incertezze specialmente in Europa, dove l'andamento economico nella seconda metà del 2014 è stato più debole di quanto ci si aspettasse. Le previsioni economiche del FMI e dell'OCSE per il 2015 indicano il proseguimento della crescita moderata nei paesi avanzati, sebbene sussistano differenze tra i diversi paesi, anche all'interno dell'area Euro, dove è prevista una crescita debole in alcuni paesi (tra cui Francia e Italia). La previsione è simile per i mercati emergenti (ossia crescita moderata con aree più deboli). I rischi a breve termine connessi alla crescita macroeconomica, illustrati dal FMI, includono le accresciute tensioni geopolitiche e l'aumento della volatilità dei mercati finanziari; i rischi a medio termine illustrati includono la debole crescita economica o la stasi nei paesi avanzati. Nell'area Euro permane il rischio di deflazione, sebbene ridotto a seguito delle misure politiche non convenzionali annunciate della BCE. Leggi e regolamenti applicabili alle istituzioni finanziarie BNPP è influenzata dalla legislazione e dai regolamenti applicabili alle istituzioni finanziarie, che stanno subendo modifiche significative. Le misure che sono state proposte e adottate negli ultimi anni includono requisiti patrimoniali e di liquidità più severi (in particolare per i gruppi bancari internazionali di grandi dimensioni come BNPP), imposte sulle transazioni finanziarie, restrizioni e tasse sulla remunerazione dei dipendenti, limiti alle attività che le banche commerciali possono intraprendere, nonché isolamento a livello finanziario e persino divieto di alcune attività considerate come speculative all'interno delle controllate separate, restrizioni su alcuni tipi di prodotti finanziari, un aumento dei requisiti di trasparenza e di controllo interno, regole di condotta commerciale più severe, rendicontazione e

Si veda in particolare: Fondo Monetario Internazionale. World Economic Outlook (WEO). Aggiornamento, gennaio 2015: Gross Currents; Fondo Monetario Internazionale. 2014; Fondo Monetario Internazionale. World Economic Outlook: Legacies, Clouds, Uncertainties. Washington (ottobre 2014); OCSE – Putting the Euro area on a road to recovery – X. Xxxx – 25 novembre 2014.

autorizzazione di operazioni su derivati obbligatorie, requisiti di limitazione dei rischi relativi ai derivati fuori Borsa e la costituzione di nuovi e più solidi organi di regolamentazione.

Le misure recentemente adottate o che sono (o la cui implementazione è), in alcuni casi in fase di proposta e ancora in discussione, che hanno avuto o avranno probabilmente un'influenza su BNPP, comprendono in particolare il Decreto francese del 27 giugno 2013 relativo alle istituzioni di credito e le società finanziarie ("Sociétés de financement"), entrato in vigore il 1° gennaio 2014, la legge bancaria francese del 26 luglio 2013 riguardante la separazione e la regolamentazione delle attività bancarie e i relativi decreti e ordinanze attuative e l'Ordinanza del 20 febbraio 2014 riguardante l'adattamento della legge francese alla legge dell'Unione Europea in materia finanziaria; la Direttiva e il Regolamento del Parlamento Europeo e del Consiglio sui requisiti prudenziali "CRD/CRR" del 26 giugno 2013 (e i relativi atti delegati e attuativi), di cui molte disposizioni sono già entrate in vigore il 1° gennaio 2014; gli standard normativi e tecnici attuativi della Direttiva e del Regolamento CRD/CRR pubblicato dall'Autorità Bancaria Europea; la qualificazione di BNPP come istituzione finanziaria di importanza sistemica da parte del Financial Stability Board e la consultazione relativa ad uno standard internazionale comune sulla capacità di assorbire le perdite totali ("TLAC") per le banche di importanza sistemica globale; la consultazione pubblica per la riforma strutturale del settore bancario UE del 2013 e la proposta di Regolamento del Parlamento Europeo e del Consiglio del 29 gennaio 2014 sulle misure da adottare per migliorare la capacità di recupero degli istituti di credito dell'UE; la proposta di Regolamento del Parlamento Europeo e del Consiglio del 18 settembre 2013 sugli indici utilizzati come benchmark negli strumenti finanziari e nei contratti finanziari; il Regolamento del Parlamento Europeo e del Consiglio del 16 aprile 2014 sull'abuso di mercato e la Direttiva del Parlamento Europeo e del Consiglio del 16 aprile 2014 relativa alle sanzioni penali per abuso di mercato; la Direttiva e il Regolamento del Parlamento Europeo e del Consiglio del 15 maggio 2014 sul mercato degli strumenti finanziari; il Meccanismo Unico di Supervisione europeo guidato dalla Banca Centrale Europea adottato nell'ottobre 2013 (Regolamento del Consiglio dell'ottobre 2013, che conferisce alla Banca Centrale Europea compiti specifici di vigilanza prudenziale degli istituti di credito e il Regolamento del Parlamento Europeo e del Consiglio del 22 ottobre 2013, che ha istituito un'Autorità Europea di Vigilanza per quanto riguarda il conferimento di compiti specifici alla Banca Centrale Europea (e i relativi atti delegati e attuativi)), e la relativa Ordinanza francese del 6 novembre 2014 per l'adattamento della legge francese al Meccanismo di Supervisione Unico degli istituti di credito; la Direttiva del Parlamento Europeo e del Consiglio del 16 aprile 2014 sul sistema di garanzia dei depositi, che rafforza la tutela dei depositi dei cittadini in caso di fallimenti bancari (e i relativi atti delegati e attuativi); la Direttiva del Parlamento Europeo e del Consiglio del 15 maggio 2014, che ha istituito un quadro di risanamento e di risoluzione per gli enti creditizi e per le imprese di investimento, che armonizza gli strumenti per affrontare le potenziali crisi bancarie; il Meccanismo Unico di Risoluzione adottato dal Parlamento Europeo il 15 aprile 2014 (Regolamento del Parlamento Europeo e del Consiglio del 15 luglio 2014 che istituisce regole e procedure uniformi per la risoluzione degli istituti di credito e di certe imprese di investimento nel quadro di un meccanismo unico di supervisione e un fondo di risoluzione unico, e i relativi atti delegati e attuativi), che prevede l'istituzione di un Comitato di risoluzione unico come autorità responsabile dell'attuazione del Meccanismo Unico di Risoluzione e dell'istituzione del Fondo di risoluzione unico; il Regolamento Delegato relativo al sistema provvisorio di acconti sui contributi per coprire le spese amministrative del Comitato di risoluzione unico durante il periodo provvisorio, adottato dalla Commissione Europea l'8 ottobre 2014, il Regolamento attuativo del Consiglio del 19 dicembre 2014 che stabilisce condizioni uniformi per quanto riguarda i contributi ex ante al Fondo di risoluzione unico; la norma finale dell'U.S. Federal Reserve che ha imposto standard prudenzialli migliori alle operazioni statunitensi delle banche straniere di grandi

			dimensioni; la "Xxxxxxx Rule" che impone alcune limitazioni agli investimenti in hedge fund e fondi di private equity, alla loro sponsorizzazione, nonché alle attività di proprietary trading delle banche statunitensi e delle banche non statunitensi adottata dalle autorità di regolamentazione statunitensi nel dicembre 2013; e la norma finale statunitense sul mantenimento del rischio di credito adottata il 22 ottobre 2014. Più in generale, le autorità di regolamentazione e legislative di qualsiasi paese possono, in qualsiasi momento, introdurre l'applicazione di nuove o differenti misure che potrebbero avere un impatto importante sul sistema finanziario in generale o su BNPP in particolare.
B.19/B.5	Descrizione del Gruppo		BNPP è un leader europeo nei servizi bancari e finanziari e ha quattro mercati bancari retail nazionali in Europa: Belgio, Francia, Italia e Lussemburgo. È presente in 75 paesi e dispone di quasi 188.000 dipendenti, inclusi oltre 147.000 in Europa. BNPP è la controllante del Gruppo BNP Paribas (il “Gruppo BNPP”)
B.19/B.9	Previsione o stima degli utili		Non applicabile in quanto nel Prospetto di Base a cui la presente Nota di sintesi si riferisce non sono disponibili previsioni o stime sugli utili relativamente al Garante.
B.19/ B.10	Riserve nella relazione dei revisori		Non applicabile, non vi sono riserve in alcuna relazione dei revisori sulle informazioni finanziarie relative agli esercizi passati incluse nel Prospetto di Base.
B.19/ B.12	Informazioni finanziarie fondamentali selezionate relative agli esercizi passati: Dati Finanziari Annuali Comparativi - In milioni di EUR
			31/12/2014 (certificati)	31/12/2013* (certificati)
		Ricavi	39.168	37.286
		Costo del rischio	(3.705)	(3.643)
		Reddito netto, quota del Gruppo	157	4.818
		* Riclassificato in base all’applicazione dei principi contabili IFRS10, IFRS11 e IAS32 rivisto
			31/12/2014	31/12/2013
		Common Equity Tier 1 Ratio (Basilea 3 ‘fully loaded’, CRD4)	10,3%	10,3%
			31/12/2014 (certificati)	31/12/2013* (certificati)
		Totale bilancio consolidato	2.077.759	1.810.522
		Crediti verso clienti e finanziamenti consolidati nei confronti dei clienti	657.403	612.455
		Voci consolidate dovute ai clienti	641.549	553.497
		Patrimonio netto (quota del Gruppo)	89.410	87.433

	Dati finanziari infrannuali comparativi per il periodo di nove mesi chiuso il mercoledì 30 settembre 2015 – In milioni di EUR
		9M15	9M14*
	Ricavi	32 489	29 018
	Costo del rischio	(2 829)	(2 693)
	Reddito netto, quota del Gruppo	6 029	(1 220)
		30/09/2015	31/12/2014*
	Common Equity Tier 1 Ratio (Basilea 3 fully loaded, CRD4)	10,7%	10,3%
	Totale bilancio consolidato	2 145 416	2 077 758
	Crediti verso clienti e finanziamenti consolidati nei confronti dei clienti	676 548	657 403
	Voci consolidate dovute ai clienti	675 143	641 549
	Patrimonio netto (quota del Gruppo)	94 788	89 458
	* Riclassificato in base all’interpretazione del principio contabile IFRIC 21.
	Dichiarazioni di assenza di cambiamenti significativi o negativi sostanziali Non si sono verificati cambiamenti significativi nella posizione finanziaria o di negoziazione del Gruppo BNPP dal 30 giugno 2015 (termine dell’ultimo periodo finanziario per il quale è stato pubblicato un

Dati finanziari infrannuali comparativi - in milioni di EUR
	1T15	1T14*
Ricavi	11.065	9.911
Costo del rischio	(1.044)	(1.084)
Reddito netto, quota del Gruppo	1.648	1.403
	31/03/2015	31/12/2014*
Common Equity Tier 1 Ratio (Basilea 3 fully loaded, CRD4)	10,3%	10,3%
Totale bilancio consolidato	2.392.177	2.077.758
Crediti verso clienti e finanziamenti consolidati nei confronti dei clienti	696.737	657.403
Voci consolidate dovute ai clienti	688.645	641.549
Patrimonio netto (quota del Gruppo)	93.921	89.458
* Riclassificato in base all’interpretazione del principio contabile IFRIC 21

	bilancio semestrale). Non si sono verificati cambiamenti negativi sostanziali nei prospetti di BNPP o del Gruppo BNPP dal 31 dicembre 2014 (termine dell’ultimo periodo finanziario per il quale è stato pubblicato un bilancio).
B.19/ B.13	Eventi aventi un impatto sulla solvibilità del Garante	Al 9 novembre 2015 e per quanto a conoscenza del Garante, non si sono verificati eventi sostanzialmente rilevanti per la valutazione della solvibilità del Garante dal 30 giugno 2015.
B.19/ B.14	Dipendenza da altri soggetti del Gruppo	Salvo quanto previsto dal seguente paragrafo, BNPP non è dipendente da altri membri del Gruppo BNPP. Nell’aprile 2004, BNPP ha avviato l’esternalizzazione dei Servizi di Gestione delle Infrastrutture IT all’associazione in partecipazione “BNP Paribas Partners for Innovation” (BP²I), costituita con IBM France alla fine del 2003. BP²I fornisce Servizi di Gestione delle Infrastrutture IT a BNPP e diverse controllate di BNPP in Francia (incluse BNP Paribas Personal Finance, BP2S e BNP Paribas Cardif), Svizzera e Italia. A metà dicembre 2011, BNPP ha rinnovato il suo contratto con IBM France fino alla fine del 2017. Alla fine del 2012, le parti hanno stipulato un contratto per estendere progressivamente questo accordo a BNP Paribas Fortis a partire dal 2013. BP²I è sotto il controllo operativo di IBM France. BNP Paribas esercita una forte influenza su questa entità, di cui divide la proprietà in parti uguali (50/50) con IBM France. BNP Paribas ha messo a disposizione a BP²I metà del personale permanente di tale entità è composto, i suoi fabbricati e centri di elaborazione appartengono al Gruppo, e la governance in atto offre a BNP Paribas il diritto contrattuale di vigilare sull’entità e riportarla entro il perimetro del Gruppo se necessario. ISFS, una controllata detenuta al 100% da IBM, è responsabile della Gestione delle Infrastrutture IT per BNP Paribas Luxembourg. Le operazioni di elaborazione dati di BancWest sono esternalizzate a Fidelity Information Services. L’elaborazione dati di Cofinoga France è esternalizzata a SDDC, una controllata interamente di proprietà di IBM. Si veda anche l'Elemento B.5 che precede.
B.19/ B.15	Principali attività	BNP Paribas detiene posizioni importanti nei suoi due rami di attività principali:  Attività e servizi bancari al dettaglio, che include:  Mercati domestici, comprendente:  French Retail Banking (FRB),  BNL banca commerciale (BNL bc),  l’attività bancaria retail italiana,  Belgian Retail Banking (BRB),  Attività di Altri Mercati Nazionali, tra cui Luxembourg  Retail Banking (LRB);  Servizi finanziari internazionali, comprendente:  Europe-Mediterranean,  BancWest,  Personal Finance,  Insurance,  Wealth and Asset Management;  Attività bancarie corporate e istituzionali (CIB), che include:  Corporate Banking,  Global Markets,  Securities Services.

B.19/ B.16	Azionisti di controllo	Nessuno degli azionisti esistenti controlla, direttamente o indirettamente, BNPP. Gli azionisti principali sono Société Fédérale de Participations et d’Investissement (“SFPI”), una société anonyme di interesse pubblico (società per azioni) che agisce per conto del Governo belga, che detiene il 10,3% del capitale sociale al 31 dicembre 2014 e il Granducato di Lussemburgo, che detiene l’1,0% del capitale sociale al 31 dicembre 2014. Per quanto a conoscenza di BNPP, nessun azionista diverso da SFPI detiene più del 5% del suo capitale o dei suoi diritti di voto.
B.19/ B.17	Rating	Il rating del credito a lungo termine di BNPP B.V. sono A+ con credit watch negativo (Standard & Poor's Credit Market Services France SAS) e il rating del credito a breve termine di BNPP B.V. sono A-1 (Standard & Poor's Credit Market Services France SAS). Il rating di un titolo non costituisce una raccomandazione ad acquistare, vendere o detenere titoli, e può essere soggetto a sospensione, riduzione o ritiro in qualsiasi momento da parte dell’agenzia di rating che l’ha assegnato.

Sezione C - Titoli

Elemento	Titolo
C.1	Tipo e classe di Titoli/ISIN	I Titoli sono certificates (i "Certificates") e sono emessi in Serie. Il Numero di Serie dei Titoli è come indicato in C.20. Il codice ISIN è come indicato in C.20. Il numero della Tranche è come indicato in C.20. Il Common Code è come indicato in C.20. Il Trading Code di Borsa Italiana è come indicato in C.20. I Titoli sono Titoli Regolati in Contanti.
C.2	Valuta	La valuta della presente Serie di Titoli è l'Euro (EURO). (EUR Quanto in riferimento alla serie CE1939UR).
C.5	Restrizioni alla libera trasferibilità	I Titoli saranno liberamente trasferibili, fatte salve le restrizioni all’offerta e alla vendita negli Stati Uniti, nello Spazio Economico Europeo, in Austria, in Belgio, nella Repubblica Ceca, in Francia, in Finlandia, in Germania,in Ungheria, in Irlanda, in Portogallo, in Spagna, in Svezia, nella Repubblica italiana, in Polonia, nel Regno Unito, in Giappone e in Australia e ai sensi della Direttiva sui Prospetti e delle leggi di ogni giurisdizione in cui i relativi Xxxxxx sono offerti o venduti.
C.8	Diritti connessi ai Titoli	I Xxxxxx emessi ai sensi del Programma avranno termini e condizioni relativi, tra l'altro, a: Status I Titoli sono emessi su base non garantita. I Titoli emessi su base non garantita costituiscono obbligazioni dirette, incondizionate, non garantite e non subordinate dell'Emittente e hanno e avranno pari priorità tra esse e almeno pari priorità rispetto a ogni altro debito diretto, incondizionato, non garantito e non subordinato dell'Emittente (salvo per debiti privilegiati per legge).
		Tassazione Il Portatore deve pagare tutte le tasse, imposte e/o spese derivanti dall'esercizio e dal

Elemento	Titolo
		regolamento o rimborso dei Titoli W&C e/o dalla consegna o dalla cessione del Diritto Spettante. L'Emittente detrarrà dagli importi pagabili o dai beni consegnabili ai Portatori le tasse e spese non previamente detratte da importi pagati o da beni consegnati ai Portatori che l'Agente per il Calcolo determini essere attribuibili ai Titoli W&C.
		Divieto di costituzione di garanzie reali (negative pledge) I termini dei Titoli non conterranno alcuna clausola di divieto di costituzione di garanzie reali.
		Eventi di Inadempimento I termini dei Titoli non conterranno eventi di inadempimento.
		Assemblee I termini dei Titoli conterranno disposizioni per la convocazione di assemblee dei portatori di tali Xxxxxx per valutare questioni aventi un impatto sui loro interessi in generale. Tali disposizioni consentono a maggioranze definite di vincolare tutti i portatori, inclusi i portatori che non abbiano partecipato e votato all'assemblea del caso e i titolari che abbiano votato in maniera contraria alla maggioranza.
		Legge applicabile I Titoli W&C, l'Accordo di Agenzia di diritto inglese (e sue successive modifiche e integrazioni), la Garanzia correlata in relazione ai Titoli W&C e ogni obbligazione non contrattuale derivante da o in relazione ai Xxxxxx W&C, l'Accordo di Agenzia di diritto inglese (e sue successive modifiche e integrazioni) e la Garanzia in relazione ai Titoli W&C saranno disciplinati dalla legge inglese e dovranno essere interpretati alla stregua della stessa.
C.9	Interessi/Rimborso	Interessi I Titoli non maturano e non pagano interessi, né importi premio. Liquidazione A meno che sia già stato liquidato o annullato, ciascun Titolo sarà liquidato come indicato nell'Elemento C.18. I Certificates possono essere liquidati anticipatamente al verificarsi di un Evento di Turbativa Aggiuntivo, un Evento di Turbativa Aggiuntivo Opzionale, un Evento Straordinario, un Evento di Rettifica Potenziale o se l'adempimento delle obbligazioni dell'Emittente ai sensi dei Titoli diventa contraria alla legge o impossibile per motivi di forza maggiore o per legge. L'importo pagabile ai sensi dei Titoli in caso di liquidazione anticipata sarà pari al valore di mercato di ciascun Titolo. Rappresentante dei Portatori dei Titoli L'Emittente non ha nominato alcun Rappresentante dei Portatori dei Titoli. Si veda anche l'Elemento C.8 che precede per quanto riguarda i diritti connessi ai Titoli..
C.10	Componente derivata per quanto	Non applicabile.

Elemento	Titolo
	riguarda il pagamento degli interessi
C.11	Ammissione alla negoziazione	Sarà presentata dall'Emittente (o per conto dello stesso) una richiesta di quotazione per i Titoli presso Borsa Italiana e per l'ammissione dei Titoli alla negoziazione sul mercato telematico "Securitised Derivatives Market" (gestito da Borsa Italiana S.p.A.)
C.15	Come il valore dell'investimento in titoli derivati è influenzato dal valore degli strumenti sottostanti	L'eventuale importo pagabile al momento del rimborso è calcolato con riferimento al Sottostante di Riferimento. Si veda l'Elemento C.9 che precede e l'Elemento C.18 che segue.
C.16	Scadenza dei titoli derivati	La Data di Esercizio dei Titoli è come indicato in C.20 e la Data di Liquidazione è come indicato in C.20
C.17	Procedura di Regolamento	I Titoli sono regolati in contanti. L'Emittente non può modificare il regolamento.
C.18	Rendimento degli strumenti derivati	Si veda l'Elemento C.8 che precede per i diritti connessi ai Titoli. Regolamento I Certificates saranno esercitati automaticamente alla Data di esercizio. Al momento dell'esercizio automatico ogni Certificates dà diritto al Portatore di ricevere alla Data di Liquidazione un Importo di Liquidazione in Contanti pari al Payout Finale. Payout Finale ETS 1260/1: (i) qualora il Prezzo di Regolamento Finale sia superiore o pari al Prezzo di Strike: Importo Nominale x [100%  Percentual e di Premio x [n]] ; (ii) qualora il Prezzo di Regolamento Finale sia inferiore al Prezzo di Strike e superiore o pari al Livello Barriera: Importo Nominale x100% ; ovvero (iii) qualora il Prezzo di Regolamento Finale sia inferiore al Livello Barriera: ImportoNominale x   Prezzodi Regolament o Finale - Sottostante di Riferimento Iniziale  100% Sottostante di Riferimento Iniziale   "Importo Nominale" significa EUR100; "Prezzo di Regolamento Finale" significa il Prezzo di Liquidazione alla Data di Valutazione della Liquidazione; “Prezzo di Liquidazione” significa il livello ufficiale di chiusura; “Data di Valutazione della Liquidazione” significa la Data di Esercizio

Elemento	Titolo
		“Percentuale di Premio” significa come indicato in C.20; “Livello Barriera” significa come indicato in C.20; “Prezzo di Strike” significa come indicato in C.20; “Sottostante di Riferimento Iniziale” significa come indicato in C.20; “n” significa 4.
		Liquidazione Anticipata Automatica Qualora a una Data di Valutazione della Liquidazione Anticipata Automatica si verifichi un Evento di Liquidazione Anticipata Automatica, i Titoli saranno liquidati anticipatamente all’Importo di Liquidazione Anticipata Automatica alla Data di Liquidazione Anticipata Automatica L’Importo di Liquidazione Anticipata Automatica sarà un importo pari a: Payout della Liquidazione Anticipata Automatica 1260/1: Importo Nominale x [100%  Percentual e di Premio x [n]] "Evento di Liquidazione Anticipata Automatica" corrisponde alla situazione in cui, in ogi data di liquidazione anticipate automatica, il Prezzo Finale di Liquidazione è maggiore o pari al livello di liquidazione anticipate automatica. “Percentuale di Premio” significa come indicato in C.20; “Livello di Liquidazione Anticipata Automatica” significa come indicato in C.20; “Livello del Sottostante di Riferimento” significa il livello di chiusura del Sottostante di Riferimento; Le previsioni di cui sopra sono soggette a rettifiche come previsto nelle condizioni dei Titoli al fine di tenere in considerazione eventi in relazione al Sottostante di Riferimento o ai Titoli. Questo può comportare modifiche da apportare ai Titoli o in alcuni casi alla liquidazione anticipata dei Titoli ad un importo di liquidazione

n	Data di Valutazione della Liquidazione Anticipata Automatica	Data di Liquidazione Anticipata Automatica
1	9 gennaio 2017	16	gennaio 2017
2	8 gennaio 2018	15	gennaio 2018
3	8 gennaio 2019	14	gennaio 2019

Elemento	Titolo
		anticipata (si veda l'Elemento C.9).
C.19	Prezzo di riferimento finale del Sottostante	Il prezzo di riferimento finale del sottostante sarà determinato in conformità ai meccanismi di valutazione indicati nell'Elemento C.9 e nell'Elemento C.18 che precede.
C.20	Sottostante di Riferimento	Il Sottostante di Riferimento indicato nell'Elemento C.18 che precede. Informazioni sul Sottostante di Riferimento si possono ottenere dalle fonti indicate nella tabella che segue.

Numero di Serie	Codice ISIN	No. di Xxxxxx emessi	No. di Titoli	Codice Common	Trading Code di Borsa Italiana	Prezzo di Emisisone per Titolo	Prezzo di Strike / Sottostante di Riferimento Iniziale	Livello Barriera %	Livello Barriera	Percentuale di Premio	Data di Esercizio	Data di Liquidazione
CE1938UR	NL0011512165	30,000	30,000	130070302	P12165	EUR 100	19869.49	70%	13908.643	7.50%	7 gennaio 2020	13 gennaio 2020
CE1939UR	NL0011512173	30,000	30,000	130070329	P12173	EUR 100	1922.03	70%	1345.421	4.50%	7 gennaio 2020	13 gennaio 2020
CE1940UR	NL0011512181	30,000	30,000	130070337	P12181	EUR 100	3033.47	70%	2123.429	8.50%	7 gennaio 2020	13 gennaio 2020
CE1941UR	NL0011512199	30,000	30,000	130070345	P12199	EUR 100	237.09	70%	165.963	13.50%	7 gennaio 2020	13 gennaio 2020
CE1942UR	NL0011512207	30,000	30,000	130070353	P12207	EUR 100	116.96	70%	81.872	10.50%	7 gennaio 2020	13 gennaio 2020

Numero di Serie	Codice ISIN	Sottostante di Riferimento	Valuta dell’indice	Codice ISIN del Sottostante di Riferimento	Codice Reuters del Sottostante di Riferimento	Sponsor del Sottostante di Riferimento	Sito web dello Sponsor del Sottostante di Riferimento	Borsa	Sito web della Borsa
CE1938UR	NL0011512165	FTSE MIB Index	EUR	IT0003465736	.FTMIB	FTSE International Limited	xxx.xxxx.xxx	Borsa Italiana (MTA)	www.borsaitaliana. it
CE1939UR	NL0011512173	S&P 500® Index	USD	US78378X1072	.SPX	S&P Dow Xxxxx Indices LLC ("SPDJI")	xxxx://xx.xxxxxxxxx.xx m/	Come stabilito nell’ Annex 2 per un Indice Composite	N/A
CE1940UR	NL0011512181	EURO STOXX50® Index	EUR	EU0009658145	.STOXX50E	Stoxx Limited	xxx.xxxxx.xxx	Come stabilito nell’ Annex 2 per un Indice Composite	N/A
CE1941UR	NL0011512199	STOXX® 600 Oil & Gas index	EUR	EU0009658780	.SXEP	Stoxx Limited	xxx.xxxxx.xxx	Come stabilito nell’ Annex 2 per un Indice Composite	N/A
CE1942UR	NL0011512207	EURO STOXX® Banks Index	EUR	EU0009658426	.SX7E	Stoxx Limited	xxx.xxxxx.xxx	Come stabilito nell’ Annex 2 per un Indice Composite	N/A

Sezione D - Rischi

Elemento	Titolo
D.2	Rischi fondamentali relativi agli Emittenti e ai Garanti	Vi sono certi fattori che possono avere un impatto sulla capacità dell'Emittente di adempiere le proprie obbligazioni ai sensi dei Titoli emessi ai sensi del Programma e, se del caso, le obbligazioni del Garante ai sensi della Garanzia. Dodici categorie principali di rischio sono inerenti alle attività di BNPP: ● Rischio di Credito; ● Rischio di Controparte; ● Cartolarizzazione; ● Rischio di Mercato; ● Rischio Operativo; ● Rischio di Compliance e Rischio Reputazionale; ● Rischio di Concentrazione; ● Rischio di Gestione Patrimoniale; ● Rischio di Break-even; ● Rischio di Strategia; ● Rischio di liquidità e di rifinanziamento; ● Rischio di sottoscrizione di assicurazione; Le difficili condizioni di mercato ed economiche difficili potrebbero avere un effetto sostanzialmente pregiudizievole sul contesto operativo per le istituzioni finanziarie e quindi sulla situazione finanziaria, sui risultati operativi e sul costo del rischio di BNPP. Gli interventi legislativi e le misure di regolamentazione adottate in risposta alla crisi finanziaria globale potrebbero avere un impatto significativo su BNPP e sul contesto finanziario ed economico in cui opera. La possibilità di BNPP di accedere al, nonché il costo del, funding potrebbero risentire di un ritorno della crisi del debito sovrano della Zona Euro, del peggioramento delle condizioni economiche, di ulteriori riduzioni dei rating o di altri fattori. Un aumento sostanziale dei nuovi accantonamenti o un ammanco nel livello degli accantonamenti precedentemente registrati potrebbero avere un impatto negativo sui risultati operativi e sulla situazione finanziaria di BNPP. BNPP potrebbe subire perdite significative sulle sue attività di negoziazione e di investimento a causa di oscillazioni e della volatilità del mercato. BNPP potrebbe generare ricavi inferiori dalle sue attività di intermediazione e altre attività basate su commissioni e provvigioni durante periodi di crisi dei mercati. Il protrarsi della discesa dei mercati può ridurre la liquidità dei mercati, rendendo più

Elemento	Titolo
		difficile vendere attività e conducendo potenzialmente a perdite significative. Mutamenti significativi dei tassi d'interesse potrebbero avere un impatto negativo sui ricavi o sulla redditività di BNPP. La solidità e la condotta di altre istituzioni finanziarie e partecipanti del mercato potrebbero avere un impatto negativo su BNPP. La posizione competitiva di BNPP potrebbe essere pregiudicata qualora la reputazione di BNPP sia danneggiata. Una interruzione o violazione dei sistemi informativi di BNPP potrebbe avere come conseguenza una perdita di lavoro e altre perdite. Eventi esterni imprevisti possono interrompere le attività di BNPP e causare perdite significative e costi aggiuntivi. BNPP è soggetta a regimi di estesa regolamentazione in continua evoluzione nei paesi e nelle regioni in cui opera. Malgrado le politiche, procedure e modalità di gestione dei rischi di BNPP, la stessa potrebbe ancora essere esposta a rischi non identificati o imprevisti, che potrebbero causare perdite significative. Le strategie di copertura di BNPP potrebbero non impedire perdite. BNPP potrebbe incontrare difficoltà nell'integrare le società acquisite e potrebbe non essere in grado di realizzare i benefici attesi dalle sue acquisizioni. La forte concorrenza, particolarmente in Francia dove BNPP detiene la più grande concentrazione di attività, potrebbe avere un impatto negativo sui ricavi e sulla redditività di BNPP. I seguenti fattori di rischio riguardano BNPP B.V.: BNPP B.V. è una società operativa. L'unica attività di BNPP B.V. consiste nel raccogliere e mutuare somme di denaro emettendo strumenti finanziari come Notes, Warrant, Certificates o altre obbligazioni. BNPP B.V. non ha e non avrà beni al di fuori degli accordi di copertura (contratti OTC menzionati negli Annual Reports), contanti e commissioni pagabili alla stessa, o altre attività acquisite dalla stessa, in ciascun caso in relazione all'emissione di titoli o alla assunzione di altre obbligazioni agli stessi relative di volta in volta. BNPP B.V. has a small equity and limited profit base. I proventi netti di ciascuna emissione di Titoli emessi da BNPP B.V. diventeranno parte dei fondi generali di BNPP B.V. BNPP B.V. utilizza tali proventi per coprire il suo rischio di mercato attraverso l'acquisto di strumenti di copertura da BNP Paribas e da sue entità ("Accordi di Copertura") e/o, nel caso di Xxxxxx Xxxxxxxxx, per acquistare Beni di Garanzia. La capacità di BNPP B.V. di adempiere le sue obbligazioni ai sensi dei Titoli emessi dalla stessa dipenderà dal ricevimento da parte della stessa di pagamenti ai sensi dei relativi Accordi di Copertura. Pertanto, i Portatori di Titoli di BNPP B.V. saranno esposti, fatte salve le disposizioni della relativa Garanzia, alla capacità di BNP Paribas e di sue entità in relazione a tali Accordi di Copertura di adempiere le proprie obbligazioni ai sensi dei predetti accordi.
D.3	Rischi chiave relativi ai Titoli	Esistono certi fattori che sono rilevanti ai fini della valutazione dei rischi di mercato associati ai Titoli emessi ai sensi del Programma; tra cui il fatto che i Xxxxxx sono obbligazioni non garantite;

Elemento	Titolo
		il prezzo di negoziazione dei Titoli è influenzato da vari fattori, tra cui, a mero titolo esemplificativo, il prezzo del relativo Sottostante di Riferimento; il tempo residuo alla liquidazione, e tali fattori implicano che il prezzo di negoziazione dei Titoli può essere inferiore all'Importo di Liquidazione in Contanti; l'esposizione al Sottostante di Riferimento in molti casi sarà realizzata tramite la stipula da parte del relativo Emittente di accordi di copertura e i potenziali investitori sono esposti all'andamento di questi accordi di copertura e ad eventi che possono avere un effetto sugli accordi di copertura e, di conseguenza, il verificarsi di uno di questi eventi può avere un effetto sul valore dei Titoli; il verificarsi di un ulteriore evento di turbativa o di un evento di turbativa ulteriore opzionale può portare a una rettifica dei Titoli, a una liquidazione anticipata o può avere come conseguenza una differenza tra l'importo pagabile al momento del rimborso programmato e l'importo che si prevede sia pagato al momento del rimborso programmato e, di conseguenza, il verificarsi di un evento di turbativa ulteriore e/o di un evento di turbativa ulteriore opzionale può avere un effetto pregiudizievole sul valore o sulla liquidità dei Titoli; potrebbero essere pagabili spese e tasse in relazione ai Titoli; i Titoli potrebbero essere liquidati nel caso di illegalità o impossibilità, e tale annullamento o liquidazione potrebbe avere come conseguenza il fatto che un investitore non realizzi un ritorno su un investimento nei Titoli; le disposizioni sulle assemblee dei Portatori consentono a maggioranze definite di vincolare tutti i Portatori; una decisione giudiziaria o un mutamento di una prassi amministrativa o una modifica della legge inglese dopo la data del Prospetto di Base potrebbero avere un impatto sostanzialmente pregiudizievole sul valore dei Titoli da essi influenzati; un abbassamento dell'eventuale rating assegnato a titoli di debito in essere dell'Emittente o del Garante da parte di un'agenzia di rating potrebbe causare una riduzione del valore di negoziazione dei Titoli; potrebbero sorgere certi conflitti di interessi (si veda l'Elemento E.4 che segue); il solo modo per un Portatore di realizzare valore da un Titolo prima della Data di Liquidazione, consiste nel vendere tale Titolo al suo prezzo di mercato allora corrente in un mercato secondario disponibile e potrebbe non esservi alcun mercato secondario per i Titoli (nel qual caso un investitore dovrebbe esercitare o aspettare fino al rimborso dei Titoli per realizzare un valore superiore al valore di negoziazione); potrebbe non essere mai stabilito un mercato secondario attivo, o potrebbe essere illiquido, e questo potrebbe avere un effetto pregiudizievole sul valore al quale un investitore può vendere i suoi Titoli (gli investitori potrebbero subire una perdita parziale o totale dell'importo del loro investimento). Inoltre, esistono rischi specifici in relazione ai Titoli che sono legati a un Sottostante di Riferimento e un investimento in tali Titoli comporterà rischi significativi non associati ad un investimento in un titolo di debito tradizionale. I fattori di rischio relativi ai Titoli legati a un Sottostante di Riferimento includono : l'esposizione a uno o più indici, eventi di rettifica e turbative di mercato o la mancata apertura di una Borsa, che potrebbero avere un effetto negativo sul valore e sulla liquidità dei Titoli.

Elemento	Titolo
		il fatto che in certe circostanze i Certificates possono essere liquidati anticipatamente e che l'Emittente non fornisce informazioni sul Sottostante di Riferimento dopo l'emissione. In certe circostanze i Portatori potrebbero perdere l'intero valore del loro investimento.
D.6	Avvertenza relativa ai rischi	Si veda l'Elemento D.3 che precede. Nel caso di insolvenza di un Emittente o qualora lo stesso non sia altrimenti in grado di, o disposto a, rimborsare i Xxxxxx alla scadenza, un investitore potrebbe perdere tutto o parte del suo investimento nei Titoli. Qualora il Garante non sia in grado di, o non sia disposto a, adempiere le proprie obbligazioni ai sensi della Garanzia dovute alla scadenza, un investitore potrebbe perdere tutto o parte del suo investimento nei Titoli. Inoltre, gli investitori potrebbero perdere tutto o parte del loro investimento nei Titoli in conseguenza dei termini e condizioni dei Titoli stessi.

Sezione E - Offerta

Elemento	Titolo
E.2b	Ragioni dell'offerta e utilizzo dei proventi	I proventi netti dell'emissione dei Titoli andranno a far parte dei fondi generali dell'Emittente. Tali proventi potranno essere utilizzati per mantenere posizioni in contratti di opzioni o di future o altri strumenti di copertura
E.3	Termini e condizioni dell'offerta	Il prezzo di emissione dei Titoli è come indicato in C.20.
E.4	Interesse di persone fisiche e giuridiche coinvolte nell'emissione / offerta	Ognuno di tali Collocatori e le sue collegate possono inoltre avere intrapreso, e possono intraprendere in futuro, operazioni di investment banking e/o di commercial banking con, e possono prestare altri servizi per, l’Emittente e l’eventuale Garante e le loro collegate nel corso della normale attività. Xxxxx salvo quanto sopra menzionato, nessun soggetto coinvolto nell'emissione dei Titoli ha un interesse sostanziale nell'offerta, inclusi conflitti di interessi.
E.7	Spese addebitate all’investitore dall’Emittente	Nessuna spesa sarà addebitata ad un investitore da parte dell'Emittente.

TERMS AND CONDITIONS OF THE W&C SECURITIES

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

For the purposes of W&C Securities which are neither admitted to trading on a regulated market in the European Economic Area nor offered in the European Economic Area in circumstances where a prospectus is required to be published under the Prospectus Directive ("Exempt Securities"), references in these Terms and Conditions to "Final Terms" shall be deemed to be references to "Pricing Supplement". The expression "Prospectus Directive" means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in the relevant Member State of the European Economic Area.

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

As used herein, "Tranche" means W&C Securities which are identical in all respects (including as to listing and admission to trading) and "Series" means a Tranche of W&C Securities together with any further Tranche or Tranches of W&C Securities which (i) are expressed to be consolidated and form a single series and (ii) have the same terms and conditions or terms and conditions which are the same in all respects save for the Issue Date, Issue Price, the amount and date of the first payment of interest thereon (if any) and/or the date from which interest starts to accrue (if any), as applicable.

The W&C Securities (other than CREST Dematerialised Securities) are issued pursuant to an Agency Agreement dated on or around 9 June 2015 (as amended and/or supplemented from time to time, the "Agency Agreement") between BNPP B.V. as issuer, BNPP as issuer, (where the Issuer is BNPP B.V.) as guarantor (in such capacity, the "BNPP Guarantor"), BP2F as issuer, BNP Paribas Fortis SA/NV ("BNPPF") as guarantor (where the Issuer is BP2F) (in such capacity, the "BNPPF Guarantor"), BGL as issuer, BNP Paribas Securities Services, Branch in Spain as Spanish agent (if specified in the applicable Final Terms as Agent in respect of the W&C Securities, the "Madrid Security Agent"), BNP Paribas Securities Services, Luxembourg Branch as principal agent (if specified in the applicable Final Terms as Agent in respect of the W&C Securities, the "Principal Security Agent"), registrar (if specified in the applicable Final Terms as Registrar in respect of the Registered Securities) and collateral custodian, BNP Paribas Securities Services as French issuing and paying agent (the "French Security Agent"), BNP Paribas Arbitrage S.N.C. as principal agent (if specified in the applicable Final Terms as Agent in respect of the W&C Securities, the "Principal Security Agent") and collateral calculation agent. The Bank of New York Mellon as New York security agent (the "New York Security Agent"), The Bank of New York Mellon as definitive security agent (the "Definitive Security Agent"), BNP Paribas Securities Services, Xxxxx Xxxxxx as Italian agent (the "Italian Security Agent"), BNP Paribas Securities Services, Frankfurt Branch as Frankfurt warrant agent (the "Frankfurt Warrant Agent") and Frankfurt certificate agent (the "Frankfurt Certificate Agent"), BNP Paribas Securities Services, Succursale de Zurich as Swiss issuing and paying agent (each a "Security Agent" and collectively, the "Security Agents") and BNP Paribas Securities (Japan) Limited as registrar (if specified in the applicable Final Terms as Registrar in respect of the Registered Securities, and, together with BNP Paribas Securities Services, Luxembourg Branch, each a "Registrar"), as supplemented in the case of Swedish Dematerialised Securities by an issuing and paying agency agreement dated 4 January 2010 (as amended and/or supplemented from time to time, the "Swedish Agency Agreement") between BNPP B.V. and Svenska Handelsbanken AB (publ) as Euroclear Sweden security agent (the "Swedish Security Agent"), as supplemented in the case of Finnish Dematerialised Securities by an issuing and paying agency agreement dated 7 January 2013 (which may be amended and/or supplemented from time to time, the "Finnish Agency Agreement") between BNPP B.V. and Svenska Handelsbanken AB (publ) as Euroclear Finland security agent, (the "Finnish Security Agent") and as supplemented in the case of Danish Dematerialised Securities by an issuing and paying agency agreement, as amended and/or supplemented from time to time (the "Danish Agency Agreement") to be entered into between BNPP B.V. and the VP Denmark security agent appointed thereunder (the "Danish Security Agent"). The expression "Security Agent" shall include (i) in respect of Swedish Dematerialised Securities, the Swedish Security Agent and (ii) in respect of Finnish Dematerialised Securities, the Finnish Security Agent, and (iii) in respect of Danish Dematerialised Securities, the Danish Security Agent, and shall include any additional or successor security agent(s) in respect of the W&C Securities.

In relation to issues of CREST Dematerialised Securities (as defined below), BNPP B.V. will enter into an agreement to be dated on or around 9 June 2015 (such agreement as amended and/or supplemented and/or restated from time to time, the "Euroclear Agreement") with Computershare Investor Services (Guernsey) Limited as registrar in respect of CREST Dematerialised Securities (the "Euroclear Registrar", which expression shall include any successor or additional Euroclear registrar appointed in respect of CREST Dematerialised Securities). CREST Dematerialised Securities may only be issued by BNPP B.V.

BNP Paribas or BNP Paribas Arbitrage S.N.C. (as specified in the applicable Final Terms) shall undertake the duties of calculation agent (the "Calculation Agent") in respect of the W&C Securities as set out below and in the applicable

Final Terms unless another entity is so specified as calculation agent in the applicable Final Terms. The expression "Calculation Agent" shall, in relation to the relevant W&C Securities, include such other specified calculation agent.

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

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

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

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

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

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

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

1. DEFINITIONS

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

"Actual Exercise Date" is as defined in Condition 20 and Condition 24.1(a);

"Additional Disruption Event" is as defined in Condition 15.1; "Adjustment Date" is as defined in Condition 17(b);

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

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

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

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

"Agency Agreement" is as defined in paragraph 4 of these Terms and Conditions;

"AIs" is as defined in Condition 21 (in the case of Warrants) and Condition 29 (in the case of Certificates); "Alternate Cash Amount" is as defined in Condition 5.4;

"American Style Warrants" is as defined in Condition 22; "Annex" is as defined in paragraph 1 of these Terms and Conditions; "Asset Transfer Notice" is as defined in Condition 35.2(a);

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

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

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

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

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

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

"BGL Substitute" is as defined in Condition 13.4;

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

"BNPP English Law W&C Guarantee" means a deed of guarantee dated on or around 9 June 2015 executed by BNPP in respect of English Law Securities issued by BNPP B.V.;

"BNPP French Law W&C Guarantee" means the French Law Guarantee for unsecured W&C Securities, garantie, dated on or around 9 June 2015 executed by BNPP in respect of French Law Securities issued by BNPP B.V.;

"BNPP Guarantee" means (a) in the case of English Law Securities, the BNPP English Law Guarantee and

(b) in the case of French Law Securities, the BNPP French Law W&C Guarantee; "BNPP Guarantor" is as defined in paragraph 4 of these Terms and Conditions; "BNPPF" is as defined in paragraph 4 of these Terms and Conditions;

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

"BNPPF W&C Securities Guarantee" means a deed of guarantee dated on or around 9 June 2015 executed by BNPPF in respect of W&C Securities issued by BP2F;

"BP2F" is as defined in paragraph 3 of these Terms and Conditions; "BP2F Substitute" is as defined in Condition 13.3;

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

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

"Calculated Additional Disruption Amount Determination Date" is as defined in Condition 15.2(c)(ii); "Calculation Agent" is as defined in paragraph 6 of these Terms and Conditions;

"Calculation Period" means each Interest Period, Premium Amount Period, AER Calculation Period, FR Calculation Period, Call Calculation Period or Put Calculation Period, as applicable;

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

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

"Cash Settled Warrants" is as defined in Condition 22;

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

"CBF Certificates" is as defined in Condition 29; "CBF Warrants" is as defined in Condition 21;

"Certificates" is as defined in paragraph 3 of these Terms and Conditions; "CFTC" is as defined in Condition 2.1;

"Change in Law" is as defined in Condition 15.1;

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

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

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

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

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

(b) in the case of an issue of Certificates, Clearing System Certificates; "Clearing System Warrants" is as defined in Condition 21;

"Clearstream, Frankfurt" means Clearstream Banking AG, Frankfurt am Main;

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

"Commodity Exchange Act" is as defined in Condition 2.1;

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

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

"Credit Securities" is as defined in Condition 2.1;

"CREST Dematerialised Certificates" is as defined in Condition 28;

"CREST Dematerialised Securities" means (a) in the case of an issue of Warrants, CREST Dematerialised Warrants and (b) in the case of an issue of Certificates, CREST Dematerialised Certificates, provided that CREST Dematerialised Securities may only be issued by BNPP B.V.;

"CREST Dematerialised Warrants" is as defined in Condition 20; "Currency Event" is as defined in Condition 15.1;

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

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

"Cut-off Date" is as defined in Condition 25.10(c) (in the case of Warrants) and Condition 28 (in the case of Certificates);

"Danish Agency Agreement" is as defined in paragraph 4 of these Terms and Conditions; "Danish Dematerialised Certificates" is as defined in Condition 28;

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

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

"Danish Record Date" is as defined in respect of Danish Dematerialised Warrants in Condition 25.7 and in respect of Danish Dematerialised Certificates in Condition 35.1;

"Danish Securities Trading Act" means Consolidated Act No. 813 of 12 June 2014 on Trading in Securities in the Kingdom of Denmark, as amended from time to time;

"Danish Security Agent" is as defined in paragraph 4 of these Terms and Conditions;

"Day Count Fraction" means, in respect of the calculation of a rate or an amount of interest for any Calculation Period if:

(i) "Actual/Actual (ICMA)" is specified in the applicable Final Terms:

(A) in the case of Certificates where the number of days in the relevant period from (and including) the most recent Interest Period End Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date (the "Accrual Period") is equal to or shorter than the Determination Period during which the Accrual Period ends, the number of days in such Accrual Period divided by the product of (I) the number of days in such Determination Period and (II) the number of Determination Dates (as specified in the applicable Final Terms) that would occur in one calendar year; or

(B) in the case of Certificates where the Accrual Period is longer than the Determination Period during which the Accrual Period ends, the sum of:

(x) the number of days in such Accrual Period falling in the Determination Period in which the Accrual Period begins divided by the product of (a) the number of days in such Determination Period and (b) the number of Determination Dates (as specified in the applicable Final Terms) that would occur in one calendar year; and

(y) the number of days in such Accrual Period falling in the next Determination Period divided by the product of (a) the number of days in such Determination Period and

(b) the number of Determination Dates that would occur in one calendar year; "Determination Date(s)" means the date(s) specified in the applicable Final Terms;

"Determination Period" means each period from (and including) a Determination Date to but excluding the next Determination Date (including, where either the Interest Commencement Date or the Interest Period End Date is not a Determination Date, the period commencing on the first Determination Date prior to, and ending on the first Determination Date falling after, such date);

(ii) if "Actual/Actual (ISDA)" or "Actual/Actual" is specified in the applicable Final Terms, the actual number of days in the Calculation Period divided by 365 (or, if any portion of that Calculation Period falls in a leap year, the sum of (1) the actual number of days in that portion of the Calculation Period falling in a leap year divided by 366 and (2) the actual number of days in that portion of the Calculation Period falling in a non-leap year divided by 365);

(iii) if "Actual/365 (Fixed)" is specified in the applicable Final Terms, the actual number of days in the Calculation Period divided by 365;

(iv) if "Actual/365 (sterling)" is specified in the applicable Final Terms, the actual number of days in the Calculation Period divided by 365 or, in the case of a Calculation Period ending in a leap year, 366;

(v) if "Actual/360" is specified in the applicable Final Terms, the actual number of days in the Calculation Period divided by 360;

(vi) if "30/360", "360/360" or "Bond Basis" is specified in the applicable Final Terms, the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows:

Day Count Fraction = [360 × (Y2 – Y1)] + [30 × (M2 – M1)] + (D2 – D1)

360

where:

"Y1" is the year, expressed as a number, in which the first day of the Calculation Period falls;

"Y2" is the year, expressed as a number, in which the day immediately following the last day of the Calculation Period falls;

"M1" is the calendar month, expressed as a number, in which the first day of the Calculation Period falls;

"M2" is the calendar month, expressed as a number, in which the day immediately following the last day of the Calculation Period falls;

"D1" is the first calendar day, expressed as a number, of the Calculation Period, unless such number is 31, in which case D1 will be 30; and

"D2" is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30;

(vii) if "30E/360" or "Eurobond Basis" is specified in the applicable Final Terms, the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows:

Day Count Fraction = [360 × (Y2 – Y1)] + [30 × (M2 – M1)] + (D2 – D1)

360

where:

"Y1" is the year, expressed as a number, in which the first day of the Calculation Period falls;

"Y2" is the year, expressed as a number, in which the day immediately following the last day of the Calculation Period falls;

"M1" is the calendar month, expressed as a number, in which the first day of the Calculation Period falls;

"M2" is the calendar month, expressed as a number, in which the day immediately following the last day of the Calculation Period falls;

"D1" is the first calendar day, expressed as a number, of the Calculation Period, unless such number would be 31, in which case D1 will be 30; and

"D2" is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless such number would be 31, in which case D2 will be 30;

(viii) if "30E/360 (ISDA)" is specified in the applicable Final Terms, the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows:

Day Count Fraction = [360 × (Y2 – Y1)] + [30 × (M2 – M1)] + (D2 – D1)

360

where:

"Y1" is the year, expressed as a number, in which the first day of the Calculation Period falls;

"Y2" is the year, expressed as a number, in which the day immediately following the last day of the Calculation Period falls;

"M1" is the calendar month, expressed as a number, in which the first day of the Calculation Period falls;

"M2" is the calendar month, expressed as a number, in which the day immediately following the last day of the Calculation Period falls;

"D1" is the first calendar day, expressed as a number, of the Calculation Period, unless (A) that day is the last day of February or (B) such number would be 31, in which case D1 will be 30; and

"D2" is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless (A) that day is the last day of February but not the redemption date or (B) such number would be 31, in which case D2 will be 30.

Notwithstanding the foregoing, where the applicable Final Terms specifies that the relevant Day Count Fraction is "unadjusted", the Calculation Period and the Interest Amount payable on any date shall not, unless otherwise provided in the application Final Terms, be affected by the application of any Business Day Convention.

"Debt Securities" is as defined in Condition 2.1;

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

"Designated Account" is as defined in Condition 35.1; "Designated Bank" is as defined in Condition 35.1; "Designated Maturity" is as defined in Condition 32(b)(ii); "Disqualified Transferee" is as defined in Condition 2.4(c); "Disrupted Amount" is as defined in Condition 5.6(vi); "Disrupted Settlement Date" is as defined in Condition 5.6(vi);

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

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

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

"DTC" is as defined in Condition 21 (in the case of Warrants) and Condition 29 (in the case of Certificates); "due exercise" is as defined in Condition 24.4;

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

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

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

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

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

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

"EURIBOR" is as defined in Condition 32(d)(i)(C); "euro" is as defined in Condition 17(b);

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

"Euroclear Agreement" is as defined in paragraph 5 of these Terms and Conditions; "Euroclear Finland" means Euroclear Finland Ltd. (the Finnish Central Securities Depository);

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

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

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

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

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

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

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

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

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

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

"exercise" is as defined in Condition 24.4;

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

"Exercise Notice" is as defined in Condition 24.1(a), Condition 25.1, Condition 25.2 and Condition 25.3; "Exercise Notice Delivery Date" is as defined in Condition 25.10(c);

"Exercise Price" is as specified in the applicable Final Terms; "Expenses" is as defined in Condition 11.2;

"Expiration Date" is as defined in Condition 20;

"Failure to Deliver due to Illiquidity" is as defined in Condition 15.1; "Failure to Deliver Settlement Price" is as defined in Condition 15.2(e); "FBF Agreement" is as defined in Condition 32(d)(ii);

"FBF Rate" is as defined in Condition 32(d)(ii);

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

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

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

"Finnish Record Date" is as defined in respect of Finnish Dematerialised Warrants in Condition 25.7 and in respect of Finnish Dematerialised Certificates in Condition 35.1;

"Finnish Security Agent" is as defined in paragraph 4 of these Terms and Conditions and is an account operator specifically authorised by Euroclear Finland and to be appointed by the Issuer in respect of any series of Finnish Dematerialised Securities to process and register issues in the Euroclear Finland System and identified in the applicable Final Terms and acting solely as the agent of the Issuer not assuming any obligation to, or relationship or agency of trust with the Holders;

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

"Frankfurt Certificate Agent" is as defined in paragraph 4 of these Terms and Conditions; "Frankfurt Warrant Agent" is as defined in paragraph 4 of these Terms and Conditions; "French Law Agency Agreement" is as defined in paragraph 7 of these Terms and Conditions;

"French Law Certificates" is as defined in Condition 28;

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

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

"French Security Agent" is as defined in paragraph 4 of these Terms and Conditions; "Fund Securities" is as defined in Condition 2.1;

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

"FX Settlement Disruption Currency" is as defined in Condition 5.6(vi);

"FX Settlement Disruption Cut-off Date" is as defined in Condition 5.6(ii)(A); "FX Settlement Disruption Event" is as defined in Condition 5.6(vi);

"FX Settlement Disruption Exchange Rate" is as defined in Condition 5.6(vi); "FX Settlement Disruption Expenses" is as defined in Condition 5.6(vi);

"FX Settlement Disruption Notice" is as defined in Condition 5.6(i); "GDR/ADR" is as defined in Condition 2.1;

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

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

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

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

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

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

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

"holder of Certificates" is as defined in Condition 31;

"Holder of Securities" is as defined in Condition 2.2;

"Hybrid Business Day" has the meaning given to such term in the applicable Final Terms; "Hybrid Securities" is as defined in Condition 2.1;

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

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

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

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

"Interest Amount" is as defined in Condition32(b)(iv) and Condition 32(c)(iii);

"Interest Determination Date" is as defined in Condition 32(b)(iv) and Condition 32(c)(iii); "Interest Period End Date" is as defined in Condition 32(b)(i);

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

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

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

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

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

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

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

"Italian Listed Warrants" is as defined in Condition 20;

"Italian Security Agent" is as defined in paragraph 4 of these Terms and Conditions;

"Jurisdiction Event" is as defined in Condition 15.1;

"Knock-in Determination Day" is as defined in Condition 16.7; "Knock-in Determination Period" is as defined in Condition 16.7; "Knock-in Event" is as defined in Condition 16.7;

"Knock-in Level " is as defined in Condition 16.7;

"Knock-in Period Beginning Date" is as defined in Condition 16.7; "Knock-in Period Ending Date" is as defined in Condition 16.7; "Knock-in Range Level " is as defined in Condition 16.7;

"Knock-in Valuation Time" is as defined in Condition 16.7; "Knock-out Determination Day" is as defined in Condition 16.7; "Knock-out Determination Period" is as defined in Condition 16.7; "Knock-out Event" is as defined in Condition 16.7;

"Knock-out Level" is as defined in Condition 16.7;

"Knock-out Period Beginning Date" is as defined in Condition 16.7; "Knock-out Period Ending Date" is as defined in Condition 16.7; "Knock-out Range Level" is as defined in Condition 16.7;

"Knock-out Valuation Time" is as defined in Condition 16.7; "Level" is as defined in Condition 16.7;

"LIBOR" is as defined in Condition 32(d)(i)(C);

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

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

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

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

"Madrid Security Agent" is as defined in paragraph 4 of these Terms and Conditions; "Maximum Stock Loan Rate" is as defined in Condition 15.1;

"Modified Postponement" is as defined in Condition 28;

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

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

"New York Security Agent" is as defined in paragraph 4 of these Terms and Conditions; "New York time" is as defined in Condition 24.4;

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

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

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

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

"Omission" is as defined in Condition 28;

"Open End Certificate" is as defined in Condition 28; "Operator" is as defined in Condition 2.2;

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

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

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

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

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

(b) in the case of an issue of Certificates, Physical Delivery Certificates; "Physical Delivery Warrants" is as defined in Condition 22; "Postponement" is as defined in Condition 28;

"Premium Amount" is as defined in Condition 33.6;

"Premium Amount Payment Date" is as defined in Condition 33.6;

"Principal Security Agent" is as defined in paragraph 4 of these Terms and Conditions; "Private Placement Definitive Certificates" is as defined in Condition 29;

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

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

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

"QIBs" is as defined in Condition 21 (in the case of Warrants) and Condition 29 (in the case of Certificates); "Quota" is as defined in Condition 26.1(b);

"Record" is as defined in Condition 2.2;

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

"Reference Banks" is as defined in Condition 28; "Register" is as defined in Condition 23;

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

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

(b) in the case of an issue of Certificates, a Registered Global Certificate; "Registered Global Warrant" is as defined in Condition 21;

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

"Registered Warrants" is as defined in Condition 21;

"Registrar" is as defined in paragraph 4 of these Terms and Conditions; "Regulation S" is as defined in Condition 2.1;

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

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

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

"Relevant Adjustment Provisions" is as defined in Condition 16.7 and 34.9(b); "Relevant Currency" is as defined in Condition 5.6(vi);

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

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

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

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

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

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

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

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

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

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

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

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

"Secured Securities" is as defined in Condition 2.1;

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

"Security Agent" and "Security Agents" are as defined in paragraph 4 of these Terms and Conditions; "Security Expenses" is as defined in Condition 11.1 and Condition 25.3(a)(iv);

"SeDeX" is as defined in Condition 20 (in the case of Warrants) and Condition 28 (in the case of Certificates); "Settlement Business Day" is as defined in Condition 5.1;

"Settlement Date" is as defined in Condition 20;

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

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

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

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

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

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

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

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

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

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

(b) where the W&C Securities are Index Securities relating to a single Component Security Index, the Calculation Agent shall determine the relevant level for such Component Security Index using the formula for and method of calculating such Component Security Index last in effect prior to the occurrence of the first Disrupted Day using:

(i) in respect of each Component Security not affected by a Market Disruption Event on the Scheduled Strike Date, the exchange traded or quoted price of such Component Security as of the Valuation Time on the Scheduled Strike Date; and

(ii) in respect of each Component Security affected (each, an "Affected Component Security") by a Market Disruption Event on the Scheduled Strike Date, the exchange traded or quoted price for each Affected Component Security on the first succeeding Scheduled Trading Day

on which no Market Disruption Event occurs or is continuing with respect to the Affected Component Security, unless each of the number of consecutive Scheduled Trading Days equal to the Specified Maximum Days of Disruption immediately following the Scheduled Strike Date is a day on which a Market Disruption Event occurs or is continuing with respect to the Affected Component Security, in which case, the Calculation Agent shall determine the value, amount, level or price of the Affected Component Security using its good faith estimate of the value, amount, level or price of the relevant Affected Component Security as of the Valuation Time on the last such consecutive Scheduled Trading Day; and

the Strike Date shall be deemed to be the earliest date on which the Calculation Agent determines the level of the Component Security Index in accordance with the above provisions.

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

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

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

(d) where the W&C Securities are Index Securities relating to a Basket of Component Security Indices, the Strike Date for each Component Security Index not affected by the occurrence of a Disrupted Day shall be the Scheduled Strike Date, and for each Component Security Index affected (an "Affected Item") by the occurrence of a Disrupted Day, the Calculation Agent shall determine the level of that Component Security Index using the formula for and method of calculating that Component Security Index last in effect prior to the occurrence of the first Disrupted Day, using:

(i) in respect of each Component Security not affected by a Market Disruption Event on the Scheduled Strike Date, the exchange traded or quoted price of such Component Security as of the Valuation Time on the Scheduled Strike Date; and

(ii) in respect of each Component Security affected (each, an "Affected Component Security") by a Market Disruption Event on the Scheduled Strike Date, the exchange traded or quoted price for each Affected Component Security on the first succeeding Scheduled Trading Day on which no Market Disruption Event occurs or is continuing with respect to the Affected Component Security, unless each of the number of consecutive Scheduled Trading Days equal to the Specified Maximum Days of Disruption immediately following the Scheduled Strike Date is a day on which a Market Disruption Event occurs or is continuing with respect to the Affected Component Security, in which case, the Calculation Agent shall determine the value, amount, level or price of such Affected Component Security using its good faith estimate of the value, amount, level or price of the relevant Affected Component Security as of the Valuation Time on the last such consecutive Scheduled Trading Day; and

the Strike Date shall be deemed to be the earliest date on which the Calculation Agent can determine the level of the Component Security Index in accordance with the above provisions; or

(e) in the case of Commodity Securities, the Initial Pricing Date; or

(f) in the case of Underlying Interest Rate Securities, the Strike Date specified as such in the applicable Final Terms;

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

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

"Substitute Asset" and "Substitute Assets" is as defined in Condition 5.4; "Substitute BNPP Guarantee" is as defined in Condition 13.2(b); "Substitute BNPP Guarantor" is as defined in Condition 13.2; "Substitute BNPPF Guarantor" is as defined in Condition 13.5;

"Substitute BNPPF W&C Securities Guarantee" is as defined in Condition 13.5(b); "Substitute Share" is as defined in Condition 15.2(e);

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

"Swedish Agency Agreement" is as defined in paragraph 4 of these Terms and Conditions; "Swedish Dematerialised Certificates" is as defined in Condition 28;

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

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

"Swedish Record Date" is as defined in Condition 35.1;

"Swedish Security Agent" is as defined in paragraph 4 of these Terms and Conditions; "Swiss Dematerialised Certificates" is as defined in Condition 28;

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

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

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

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

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

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

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

"Uncertificated Securities Regulations" means the Uncertificated Securities Regulations 2001 (as amended, modified or re-enacted and such other regulations made under Sections 783, 784(3), 785 and 788 of the Companies Xxx 0000 as are applicable to the Euroclear Registrar) for the time being in force;

"Underlying Reference" is as defined in Condition 16.7 and 34.9(b); "Underlying Reference Level" is as defined in Condition 34.9(b); "Underlying Share" is as defined in Condition 2.1;

"Units" is as defined in Condition 22;

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

"U.S. Government Securities Business Day" means any day except for a Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for the purposes of trading in U.S. government securities;

"U.S. person" is as defined in Condition 2.1;

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

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

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

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

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

"VP Denmark" means VP Securities A/S (the Danish Central Securities Depositary authorised as such under the Danish Securities Trading Act);

"VP Denmark Register" means the register opened in the VP Denmark System for Danish Dematerialised Securities issued or to be issued by the Issuer;

"VP Denmark System" means the technical systems at VP Denmark for the registration of Securities and the clearing and settlement of securities transactions; and

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

2. TYPE, TITLE AND TRANSFER

2.1 Type

The W&C Securities relate to a specified index or basket of indices or futures or options contracts related to a specified index or basket of indices ("Index Securities"), a specified share or basket of shares, or a specified depositary receipt (a "GDR/ADR") referencing a share (an "Underlying Share") or basket of GDRs and/or ADRs ("Share Securities"), a specified interest in an exchange traded fund, an exchange traded note, an exchange traded commodity or any other exchange traded product (each an "exchange traded instrument") or basket of interests in exchange traded instruments ("ETI Securities"), a specified debt instrument or basket of debt instruments or futures or options contracts related to a specified debt instrument or basket of debt instruments (synthetic or otherwise) ("Debt Securities"), a specified commodity or commodity index or basket of commodities and/or commodity indices ("Commodity Securities"), a specified inflation index or basket of inflation indices ("Inflation Index Securities"), a specified currency or basket of currencies ("Currency Securities"), a specified fund share or unit or basket of fund shares or units ("Fund Securities"), a specified futures contract or basket of futures contract(s) ("Futures Securities"), a specified underlying interest rate or basket of underlying interest rates ("Underlying Interest Rate Securities"), the credit of a specified reference entity or reference entities ("Credit Securities"), a specified preference share issued by BNP Paribas Synergy Limited ("Preference Share Certificates"), W&C Securities issued by BNPP B.V. in respect of which BNPP

B.V. grants security over certain of its assets ("Secured Securities") and/or W&C Securities which relate to any combination of such indices, shares, interests in exchange traded instruments, debt instruments, commodities, commodity indices, inflation indices, currencies, fund shares or units, futures contract(s), underlying interest rate(s), the credit of a specified reference entity or reference entities and other asset classes or types ("Hybrid Securities").

If the W&C Securities are Hybrid Securities and Hybrid Securities is specified as applicable in the applicable Final Terms, the terms and conditions of the W&C Securities will be construed on the basis that in respect of each separate type of underlying reference asset or basis, the relevant terms applicable to each such separate type of underlying reference asset or basis will apply, as the context admits, separately and independently in respect of the relevant type of underlying reference asset or basis, except as specified in the applicable Final Terms.

W&C Securities related to a specified interest in an exchange traded instrument or basket of interests in exchange traded instruments, a specified commodity or commodity index or basket of commodities and/or commodity indices, a specified inflation index or basket of inflation indices, specified currency or basket of

currencies, a specified fund share or unit or basket of fund shares or units, the credit of a specified reference entity or reference entities, a specified futures contract or basket of futures contracts, or Hybrid Securities related to any of these asset classes, may not at any time be offered, sold, resold, held, traded, pledged, exercised (in the case of Warrants), settled or redeemed (in the case of Certificates), transferred or delivered, directly or indirectly, in the United States or to, by or for the account or benefit of, persons that are (i) a "U.S. person" as defined in Regulation S under the Securities Act ("Regulation S"); or (ii) a person other than a "Non-United States person" as defined in Rule 4.7 under the United States Commodity Exchange Act, as amended (the "Commodity Exchange Act"); or (iii) a "U.S. person" as defined in the Interpretive Guidance and Policy Statement Regarding Compliance with Certain Swap Regulations promulgated by the Commodity Futures Trading Commission (the "CFTC"); or (iv) any other "U.S. person" as such term may be defined in Regulation S or in regulations or guidance adopted under the Commodity Exchange Act (each such person, a "U.S. person"). Any such applicable U.S. wrapper may restrict the types of W&C Securities that can be offered, sold, resold, held, traded, pledged, exercised, redeemed, transferred or delivered and the terms of such W&C Securities.

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

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

W&C Securities may, if specified in the applicable Final Terms, allow Holders to elect for settlement by way of cash payment or by way of physical delivery or by such other method of settlement as is specified in the applicable Final Terms. Those W&C Securities where the Holder has elected for cash payment will be Cash Settled Securities and those W&C Securities where the Holder has elected for physical delivery will be Physical Delivery Securities. The rights of a Holder as described in this paragraph may be subject to the Issuer's right to vary settlement as indicated in the applicable Final Terms and will be subject to the Issuer's right to substitute assets or pay the Alternate Cash Amount (as defined below) in lieu of physical delivery in accordance with these Conditions.

2.2 Title to W&C Securities other than Registered Securities

In the case of W&C Securities represented by a Clearing System Global Security held by a Common Depository on behalf of a relevant Clearing System or held by a relevant Clearing System or by Euroclear France and French Law Securities, each person who is for the time being shown in the records of the relevant Clearing System (in the case of English Law Securities other than English Law Securities held through Euroclear France) or whose name appears in the account of the relevant Account Holder (in the case of French Law Securities or English Law Securities held through Euroclear France, together "Euroclear France Securities") as the holder of a particular amount of such W&C Securities (in which regard any certificate or other document issued by the relevant Clearing System or, as the case may be, Account Holder as to the

amount of W&C Securities standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall (except as otherwise required by law) be treated by the Issuer, the Guarantor, if any, and the relevant Security Agent as the holder of such amount of W&C Securities for all purposes (and the expressions "Holder" and "Holder of Securities" and related expressions shall be construed accordingly).

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

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

In the case of Finnish Dematerialised Securities, the person in whose name the Finnish Dematerialised Security is registered in the book-entry account in the Euroclear Finland Register (including a nominee account holder, as the case may be) shall (except as otherwise required by law) be treated for all purposes by the Issuer, the Guarantor, if any, the Security Agents, Euroclear Finland and all other persons dealing with such person as the holder thereof and as the person entitled to exercise the rights represented thereby (and the expressions "Holder" and "Holder of Securities" and related expressions shall be construed accordingly). Where a nominee is so evidenced it shall be treated as the holder of the relevant Finnish Dematerialised Securities. The Issuer shall cause such W&C Securities to be accepted by Euroclear Finland for clearing and registration in the Euroclear Finland System in accordance with Finnish laws, rules, regulations and operating procedures applicable to, and/or issued by Euroclear Finland. Notwithstanding any secrecy obligation, the Issuer shall be entitled to obtain information (including but not limited to information on Holders) from the Euroclear Finland Register maintained by Euroclear Finland as registrar on behalf of the Issuer in accordance with the rules of Euroclear Finland, and Euroclear Finland shall be entitled to provide such information to the Issuer notwithstanding any secrecy obligation. Furthermore, the Issuer shall, subject to regulations of Euroclear Finland and applicable laws, be entitled to acquire from Euroclear Finland a list of the holders of Finnish Dematerialised Securities, provided that it is technically possible for Euroclear Finland to maintain such a list. The Issuer shall be entitled to pass such information to the Finnish Security Agent or to authorize such agent to acquire such information from Euroclear Finland directly. Except as ordered by a court of competent jurisdiction or as required by law, the Holder of any Finnish Dematerialised Securities shall be deemed to be and may be treated as its absolute owner for all purposes, whether or not it is overdue and regardless of any notice of ownership, trust or an interest in it, any writing on it or its theft or loss and no person shall be liable for so treating the Holder.

In the case of Italian Dematerialised Securities, the person who is for the time being shown in the records of Monte Titoli as the holder of a particular amount of W&C Securities (in which regard any certificate, record or

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

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

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

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

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

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

In the case of Private Placement Definitive Securities, the Issuer shall cause to be kept at the principal office of the Definitive Security Agent, a register (the "Private Placement Register") on which shall be entered the names and addresses of all holders of Private Placement Definitive Securities, the number or amount, as the case may be, and type of Private Placement Definitive Securities held by them and details of all transfers of

Private Placement Definitive Securities. Subject as set forth in Condition 2.4 below, the persons shown in the Private Placement Register (each a "Holder") shall (except as otherwise required by law) be treated as the absolute owners of the relevant Private Placement Definitive Securities for all purposes (regardless of any notice of ownership, trust, or any interest in it, any writing on it, or its theft or loss) and no person will be liable for so treating such person.

In the case of CREST Dematerialised Securities, title to CREST Dematerialised Securities is recorded on the relevant Operator register of eligible debt securities. The Euroclear Registrar on behalf of BNPP B.V. as Issuer will maintain a record of uncertificated eligible debt securities (the "Record") in relation to the CREST Dematerialised Securities and will procure that the Record is regularly updated to reflect the Operator register of eligible debt securities in accordance with the rules of the Operator. Subject to this requirement, (i) each person who is for the time being shown in the Record as the holder of a particular number of CREST Dematerialised Securities shall be treated by BNPP B.V. as Issuer, BNPP as Guarantor, the Euroclear Registrar and any other person as the holder of such number of CREST Dematerialised Securities for all purposes (and the expressions "Holder" and "Holder of Securities" and related expressions in the context of CREST Dematerialised Securities shall be construed accordingly), and (ii) none of BNPP B.V. as Issuer, BNPP as Guarantor, the Euroclear Registrar and any other person shall be liable in respect of any act or thing done or omitted to be done by it or on its behalf in reliance upon the assumption that the particulars entered in the Record which the Euroclear Registrar maintains are in accordance with particulars entered in the Operator register of eligible debt securities relating to the CREST Dematerialised Securities.

No provisions of these Conditions as completed by the applicable Final Terms shall (notwithstanding anything contained therein) apply or have effect to the extent that it is in any respect inconsistent with (I) the holding of title to CREST Dematerialised Securities in uncertificated form, (II) the transfer of title to CREST Dematerialised Securities by means of a relevant system or (III) the Uncertificated Securities Regulations. Without prejudice to the generality of the preceding sentence and notwithstanding anything contained in these Conditions or the applicable Final Terms, so long as the CREST Dematerialised Securities are participating securities, (A) the Operator register of eligible debt securities relating to the CREST Dematerialised Securities shall be maintained at all times outside the United Kingdom, (B) the CREST Dematerialised Securities may be issued in uncertificated form in accordance with and subject as provided in the Uncertificated Securities Regulations, and (C) for the avoidance of doubt, the Conditions and the applicable Final Terms in relation to any CREST Dematerialised Security shall remain applicable notwithstanding that they are not endorsed on any certificate for such CREST Dematerialised Security.

As used herein each of "Operator register of eligible debt securities", "participating securities" and "relevant system" is as defined in the Uncertificated Securities Regulations and the relevant Operator (as such term is used in the Uncertificated Securities Regulations) is Euroclear UK & Ireland Limited or any additional or alternative operator from time to time approved by BNPP B.V. as Issuer, BNPP as Guarantor and the Euroclear Registrar in relation to the CREST Dematerialised Securities and in accordance with the Uncertificated Securities Regulations. Any reference herein to the "Operator" shall, whenever the context so permits, be deemed to include a reference to any such additional or alternative Operator from time to time and notified to the Holders of CREST Dematerialised Securities in accordance with Condition 10 (Notices).

2.3 Title to Registered Securities

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

2.4 Transfers of Interests in Clearing System Securities and Private Placement Definitive Securities Transfers of Warrants may not be effected after the exercise of such Warrants pursuant to Condition 25.

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

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

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

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

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

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

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

(B) in the case of transfers to a person who takes delivery in the form of W&C Securities represented by a Regulation S Global Security, from a Holder of Private Placement Definitive Securities, upon certification (in the form from time to time available from any Security Agent) to the Principal Security Agent by the transferor

thereof that such transfer is being made to a non-U.S. person in an offshore transaction pursuant to Regulation S and CFTC regulations and guidance;

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

(y) a QIB and a QP, in the case of U.S. Securities issued by BNPP B.V., and, in either case, acquiring such W&C Securities in a transaction meeting the requirements of Rule 144A;

(D) in the case of transfers to a person who takes delivery in the form of W&C Securities represented by a Rule 144A Global Security, from a Holder of W&C Securities represented by a Rule 144A Global Security, in a transaction meeting the requirements of Rule 144A and, in the case of W&C Securities issued by BNPP

B.V. in accordance with paragraph (d) below;

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

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

(ii) The Holder must send:

(A) in the case of transfers of Private Placement Definitive Securities, a free of payment instruction to the Definitive Security Agent, not later than 5.00 p.m., New York City time, at least two Business Days in New York prior to the date on which the transfer is to take effect;

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

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

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

(iii) On the transfer date:

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

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

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

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

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

(B) the New York Security Agent, in the case of transfers to and/or from a person who takes delivery in the form of W&C Securities represented by a Rule 144A Global Security held by a Custodian on behalf of DTC, will increase or decrease, if

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

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

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

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

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

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

(ii) The Holder must send:

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

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

(B) in the case of transfers of W&C Securities represented by a Regulation S Global Security or a Rule 144A Global Security held by a Common Depositary on behalf of Clearstream, Luxembourg and Euroclear and/or any other relevant Clearing System, a free of payment instruction to Clearstream, Luxembourg or Euroclear and/or any other relevant Clearing System, as the case may be, not later than 10.00

a.m. local time in the city of the relevant Clearing System, one Business Day in the city of the relevant Clearing System prior to the date on which the transfer is to take effect; and

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

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

(iii) On the transfer date:

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

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

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

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

(B) the New York Security Agent will, in the case of transfers of W&C Securities represented by a Rule 144A Global Security held by a Custodian on behalf of DTC, decrease the number of W&C Securities represented by such Rule 144A Global Security, if appropriate, whereupon the number of W&C Securities represented by

such Rule 144A Global Security shall, if appropriate, be decreased for all purposes by the number so transferred and endorsed.

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

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

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

2.5 Transfer of Registered Securities

Provisions relating to the transfer of Registered Warrants are set out in Condition 23. Provisions relating to the transfer of Registered Certificates are set out in Condition 31.

2.6 Transfer of Swedish Dematerialised Securities

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

2.7 Transfer of Finnish Dematerialised Securities

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

2.8 Transfer of Italian Dematerialised Securities

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

2.9 Transfer of Danish Dematerialised Securities

Title to Danish Dematerialised Securities will pass upon entry in the VP Denmark Register (or, if applicable, notice to a nominee under the terms of the Danish Securities Trading Act) in accordance with the provisions of the Danish Securities Trading Act.

2.10 Transfer of CREST Dematerialised Securities

All transactions (including transfers) in respect of CREST Dematerialised Securities in the open market or otherwise must be effected through an account at the Operator subject to and in accordance with the rules and procedures for the time being of the Operator. Title will pass upon registration of the transfer in the Operator register of eligible debt securities.

3. STATUS OF THE W&C SECURITIES AND GUARANTEE

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

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

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

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

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

4. XXXGUARANTEE

Where the Issuer is BNPP B.V. or BP2F, subject as provided below and in the relevant Guarantee, the relevant Guarantor has unconditionally and irrevocably (a) guaranteed to each Holder all obligations of the Issuer in respect of such Holder's W&C Securities as and when such obligations become due and (b) agreed that if and each time that the Issuer fails to satisfy any obligations under such W&C Securities as and when such obligations become due, the relevant Guarantor will after a demand has been made on the relevant Guarantor pursuant thereto (without requiring the relevant Holder first to take steps against the Issuer or any other person) make or cause to be made such payment or satisfy or cause to be satisfied such obligations as though the relevant Guarantor were the principal obligor in respect of such obligations provided that (i) in the case of Physical Delivery Certificates and, in the case of Physical Delivery Warrants that are Call Warrants, notwithstanding that the Issuer had the right to vary settlement in respect of such Physical Delivery Securities in accordance with Condition 5.3 and exercised such right or failed to exercise such right, the relevant Guarantor will have the right at its sole and unfettered discretion to elect not to deliver or procure delivery of the Entitlement to the Holders of such Physical Delivery Securities, but in lieu thereof, to make payment in respect of each such Physical Delivery Security of an amount determined by the relevant Guarantor in its sole and absolute discretion equal to the Cash Settlement Amount that would have been payable upon exercise (in the case of Warrants) or redemption (in the case of Certificates) of such W&C Securities assuming they were Cash Settled Securities calculated pursuant to the terms of the relevant Final Terms, or in the case of lack of liquidity of the underlying, the fair market value of such W&C Security less the costs of unwinding any underlying related hedging arrangements (the "Guaranteed Cash Settlement Amount") and (ii) in the case of W&C Securities where the obligations of the Issuer which fail to be satisfied constitute the delivery of the Entitlement to the Holders, the Guarantor will as soon as practicable following the failure by the Issuer to satisfy its obligations under such W&C Securities deliver or procure delivery of such Entitlement using the method of delivery specified in the applicable Final Terms provided that, if in the opinion of the relevant Guarantor, delivery of the Entitlement using such method is not practicable by reason of (A) a Settlement Disruption Event (as defined in Condition 5.1) or (B) if "Failure to Deliver due to Illiquidity" is specified as applying in the applicable Final Terms, a Failure to Deliver due to Illiquidity (as defined in Condition 15.1), in lieu of such delivery the relevant Guarantor will make payment in respect of each such W&C Security of, in the case of (A) above, the Guaranteed Cash Settlement Amount or, in the case of (B) above, the Failure to Deliver Settlement Price (as defined in Condition 15.2). Any payment of the Guaranteed Cash Settlement Amount or the Failure to Deliver Settlement Price, as the case may be, in respect of a W&C Security shall constitute a complete discharge of the relevant Guarantor's obligations in respect of such W&C Security. Payment of the Guaranteed Cash Settlement Amount as the Failure to Deliver Settlement Price, as the case may be, will be made in such manner as shall be notified to the Holders in accordance with Condition 10.

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

5.1 Physical Settlement Disruption

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

a Settlement Disruption Event affects some but not all of the Relevant Assets comprising the Entitlement, the Settlement Date or Delivery Date, as the case may be, for the Relevant Assets not affected by the Settlement Disruption Event will be the originally designated Settlement Date or Delivery Date, as the case may be.

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

For so long as delivery of the Entitlement is not practicable by reason of a Settlement Disruption Event, then in lieu of physical settlement and notwithstanding any other provision hereof, except in the case of U.S. Securities (in which case another price or prices will be specified in the applicable Final Terms), the Issuer may elect in its sole discretion to satisfy its obligations in respect of the relevant W&C Security or in the case of Warrants, if applicable, Unit, as the case may be, by payment to the relevant Holder of the Disruption Cash Settlement Price (as defined below) on the fifth Business Day following the date that notice of such election is given to the Holders in accordance with Condition 10. Payment of the Disruption Cash Settlement Price will be made in such manner as shall be notified to the Holders in accordance with Condition 10. The Calculation Agent shall give notice as soon as practicable to the Holders in accordance with Condition 10 that a Settlement Disruption Event has occurred. No Holder shall be entitled to any payment in respect of the relevant W&C Security or in the case of Warrants, if applicable, Unit, as the case may be, in the event of any delay in the delivery of the Entitlement due to the occurrence of a Settlement Disruption Event and no liability in respect thereof shall attach to the Issuer or the Guarantor (if any).

For the purposes hereof:

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

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

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

5.2 Failure to Deliver due to Illiquidity

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

5.3 Variation of Settlement

(a) If the applicable Final Terms indicate that the Issuer has an option to vary settlement in respect of the W&C Securities (which, unless otherwise specified, will not apply to U.S. Securities), and subject in the case of

Warrants to a valid exercise of the Warrants in accordance with these Conditions, the Issuer may at its sole and absolute discretion in respect of each such W&C Security or in the case of Warrants, if applicable, Unit, elect not to pay the relevant Holders the Cash Settlement Amount or to deliver or procure delivery of the Entitlement to the relevant Holders, as the case may be, but, in lieu thereof to deliver or procure delivery of the Entitlement or make payment of the Cash Settlement Amount on the Settlement Date (in the case of Warrants) or Redemption Date (in the case of Certificates) to the relevant Holders, as the case may be. Notification of such election will be given to Holders in accordance with Condition 10.

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

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

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

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

5.5 Commodity Securities shall not be Physical Delivery Securities.

5.6 FX Settlement Disruption Event

If the Settlement Currency specified in the applicable Final Terms is a Relevant Currency, "FX Settlement Disruption" will apply, and:

(i) If on the second Business Day prior to the Disrupted Settlement Date, the Calculation Agent (in its sole and absolute discretion) determines that a FX Settlement Disruption Event has occurred and is subsisting, the Issuer shall give notice (a "FX Settlement Disruption Notice") to the Holders in accordance with Condition 10 as soon as reasonably practicable thereafter and, in any event, prior to the due date for payment of the relevant Disrupted Amount as the case may be.

(ii) Following the occurrence of a FX Settlement Disruption Event:

(A) zzzthe date for payment of the relevant Disrupted Amount will be postponed to (i) the second Business Day following the date on which the Calculation Agent determines that a FX Settlement Disruption Event is no longer subsisting or if earlier (ii) the date falling thirty calendar days following the Settlement Date, Redemption Date or other scheduled date for payment, as applicable, of the relevant Disrupted Amount (the "FX Settlement Disruption Cut-off Date") which, for the avoidance of doubt, may be later than the scheduled Settlement Date or Redemption Date; as the case may be and

(B) (i) in the case of (A)(i) above, the Issuer will pay or cause to be paid the relevant Disrupted Amount, less (except in the case of Italian Listed Securities) FX Settlement Disruption Expenses (if any), in the Settlement Currency or (ii) in the case of (A)(ii) above, in lieu of paying the relevant Disrupted Amount in the Settlement Currency, the Issuer will, subject to sub-paragraph (iii) below, convert the relevant Disrupted Amount into the FX Settlement Disruption Currency (using the FX Settlement Disruption Exchange Rate determined by the Calculation Agent for the relevant Disrupted Settlement Date) and will pay or cause to be paid the relevant Disrupted Amount, less (except in the case of Italian Listed Securities) FX Settlement Disruption Expenses (if any), in the FX Settlement Disruption Currency on the FX Settlement Disruption Cut-off Date;

(iii) If sub-paragraph (ii)(A)(ii) applies, the Calculation Agent will determine the FX Settlement Disruption Exchange Rate in its sole and absolute discretion in accordance with the following procedures:

(A) the FX Settlement Disruption Exchange Rate shall be the arithmetic mean (rounded, if necessary, to four decimal places (with 0.00005 being rounded upwards)) as determined by or on behalf of the Calculation Agent of the bid and offer Settlement Currency/FX Settlement Disruption Currency exchange rates provided by two or more leading dealers on a foreign exchange market (as selected by the Calculation Agent) on such day; or

(B) if fewer than two leading dealers provide the Calculation Agent with bid and offer Settlement Currency/FX Settlement Disruption Currency exchange rates on such day, the Calculation Agent shall determine the FX Settlement Disruption Exchange Rate in its discretion.

(iv) For the avoidance of doubt:

(A) No Interest Period or Premium Amount Period will be adjusted as a result of the postponement of any interest payment or premium amount payment pursuant to this Condition 5.6; and

(B) No additional interest or premium amount will be payable in respect of any postponement of the relevant due date for payment.

(v) For the avoidance of doubt, nothing contained in this Condition 5.6 shall prevent the Issuer from determining that an Additional Disruption Event and/or Optional Additional Disruption Event has occurred, in which case, the provisions of Condition 15 shall prevail in the event of any conflict between this Condition 5.6 and Condition 15.

(vi) For these purposes:

"Disrupted Amount" means any Cash Settlement Amount, Interest Amount, Premium Amount or other amount payable;

"Disrupted Settlement Date" means the Settlement Date, Redemption Date or any other due date for payment;

"FX Settlement Disruption Currency" means USD;

"FX Settlement Disruption Event" means the occurrence of an event which makes it unlawful, impossible or otherwise impracticable to pay the relevant Disrupted Amount in the Settlement Currency on the scheduled Settlement Date, Redemption Date or other date for payment;

"FX Settlement Disruption Exchange Rate" means the rate of exchange between the Settlement Currency (as specified in the applicable Final Terms) and the FX Settlement Disruption Currency, determined by the Calculation Agent in accordance with the provisions of sub-paragraph (iii) above;

"FX Settlement Disruption Expenses" means the sum of (i) the cost to the Issuer and/or its affiliates of unwinding any hedging arrangements related to the Securities and (ii) any transaction, settlement or other costs and expenses arising directly out of the occurrence of a FX Settlement Disruption Event or the related payment of the Disrupted Amount, all as determined by the Calculation Agent in its sole and absolute discretion; and

"Relevant Currency" means each of Emirati Dirhams ("AED"), Argentinian Pesos ("ARS"), Australian Dollars ("AUD"), Bermudan Dollars ("BMD"), Bulgarian Leva ("BGN"), Bahraini Dinars ("BHD"), Botswana Pula ("BWP"), Brazilian Reais ("BRL"), Canadian Dollars ("CAD"), Swiss Francs ("CHF"), Chilean Pesos ("CLP"), Chinese Yuan ("CNY"), Czech Republic Korun ("CZK"), Danish Kroner ("DKK"), Great British Pounds ("GBP"), Ghanian Cedis ("GHS"), Hong Kong Dollars ("HKD"), Croatian Kuna ("KRJ"), Hungarian Forints ("HUF"), Indonesian Rupiah ("IDR"), Israeli Shekels ("ILS"), Icelandic Krónur ("ISK"), Jordanian Dinars ("JOD"), Japanese Yen ("JPY"), Kenyan Shillings ("KES"), Kuwaiti Dinars ("KWD"), Kazakhstani Tenges ("KZT"), Lebanese Pounds ("LBP"), Moroccan Dirhams ("MAD"), Mauritian Rupees ("MUR"), Mexican Pesos ("MXN"), Malaysian Ringgits ("MYR"), Namibian Dollars ("NAD"), Nigerian Naira ("NGN"), Norwegian Kroner ("NOK"), New Zealand Dollars ("NZD"), Omani Riyals ("OMR"), Peruvian Nuevos Soles ("PEN"), Philippine Pesos ("PHP"), Polish Zloty ("PLN"), Qatari Riyals ("QAR"), Romanian Lei ("XXX"), Russian Roubles ("RUB"), Saudi Riyals ("SAR"), Swedish Kronor ("SEK"), Singaporean Dollars ("SGD"), Thai Baht ("THB"), Tunisian Dinars ("TND"), Turkish Lire ("TRY") and South African Rand ("ZAR").

6. GENERAL

None of the Issuers, the Guarantor (if applicable), the Calculation Agent, the Euroclear Registrar (if applicable) and any Security Agent shall have any responsibility for any errors or omissions in the calculation of any Cash Settlement Amount or of any Entitlement unless, in the case of Italian Listed Securities, such errors or omissions are due to its own wilful misconduct or gross negligence.

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

7. ILLEGALITY AND FORCE MAJEURE

7.1 Illegality

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

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

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

7.2 Force Majeure

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

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

8. PURCHASES

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

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

8.2 Purchase by BNPP in respect of Certificates

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

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

8.3 Cancellation by BNPP in respect of Certificates

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

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

9.1 Security Agents and Registrar

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

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

In the case of CREST Dematerialised Securities, BNPP B.V. is entitled to vary or terminate the appointment of the Euroclear Registrar, provided that (a) there will at all times be a Euroclear Registrar and (b) so long as the Notes are listed on any stock exchange or admitted to listing by any other relevant authority, there will at all times be a Euroclear Registrar with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange or other relevant authority. In acting under the Euroclear Agreement, the Euroclear Registrar acts solely as agent of BNPP B.V. as Issuer and BNPP as Guarantor and does not assume any obligation to, or relationship of agency or trust with the Holders.

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

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

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

9.2 Calculation Agent

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

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

9.3 Determinations by the Issuer and the Guarantor

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

9.4 Meetings of Holders

(a) English Law Securities

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

Extraordinary Resolution when it has been passed at either (i) a duly convened meeting by not less than three fourths of the votes cast by Holders at such meeting who, being entitled to do so, vote in person or by proxy or

(ii) consent given by way of electronic consents through the relevant clearing system(s) or CREST, as applicable, (in a form satisfactory to the Principal Security Agent or Registrar, as applicable, or, in the case of CREST Dematerialised Securities, the Euroclear Registrar) by or on behalf of persons representing not less than 75 per cent. (by number) of the W&C Securities, in the case of Warrants, for the time being remaining unexercised or, in the case of Certificates, outstanding. An Extraordinary Resolution passed by the Holders will be binding on all the Holders, whether or not they are present at any meeting and whether or not they voted on the resolution, except, in the case of Warrants, for those Warrants remaining unexercised but for which an Exercise Notice shall have been received as described in Condition 25 prior to the date of the meeting or the final date on which electronic consents may be submitted through the clearing system(s) or CREST, as applicable. Warrants which have not been exercised but in respect of which an Exercise Notice has been received as described in Condition 25 will not confer the right to attend or vote at, or join in convening, or be counted in the quorum for, any meeting of the Holders. Resolutions can be passed in writing if passed unanimously.

(b) French Law Securities

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

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

(i) Representation

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

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

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

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

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

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

(ii) Powers of the General Meetings

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

(A) power to agree to any modification of the French Law Securities including but not limited to, a modification of the Exercise Price (in the case of Warrants), Exercise Period (in the case of Warrants), Cash Settlement Amount, Entitlement, Expiration Date (in the case of Warrants), Redemption Date (in the case of Certificates), Settlement Date or more generally the modification of any term which can affect the amount to be paid under a French Law Security or the scheduled payment date, which is proposed by the Issuer;

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

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

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

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

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

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

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

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

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

(iii) Convening and holding of the General Meeting

The General Meeting shall be convened by an authorised representative of the Issuer or by the liquidators or natural or physical persons performing equivalent functions during any possible winding-up or equivalent insolvency period and held, all with the same formal and deadline conditions as the shareholders' meetings of the Issuer including the provisions of Articles R. 225-66,

R. 225-95, R. 225-101, R. 225-106 and R. 225-107 but excluding the provisions of Articles R. 225-72 to R. 225-74 of the French Code de commerce.

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

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

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

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

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

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

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

(iv) Information to Holders

Each Holder will have the right, during the 15-day period preceding the holding of the relevant General Meeting, to consult or make a copy of the text of the resolutions which will be proposed and of the reports which will be presented at the General Meeting, all of which will be available for

inspection by the relevant Holders at the registered office of the Issuer, at the specified offices of any of the Security Agents during usual business hours and at any other place specified in the notice of the General Meeting. The relevant Holders shall at all times have the same right with regard to the minutes and attendance sheets of the said General Meeting.

(v) Expenses

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

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

9.5 Modifications

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

10. NOTICES

All notices to Holders shall be valid if:

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

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

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

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

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

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

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

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

(viii) in the case of Danish Dematerialised Securities, mailed by VP Denmark in accordance with the provisions of the Danish Securities Trading Act and the VP Denmark rules; or

(ix) in the case of CREST Dematerialised Securities, mailed to the Holder at the address of the Holder appearing in the Record on the second Business Day prior to despatch of such notice, by first class post or, if such address is not in the United Kingdom, by airmail post (any such notice to be delivered or sent at the risk of the relevant Holder); and

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

11. EXPENSES AND TAXATION

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

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

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

"Expenses" means Security Expenses and any Related Expenses.

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