FINAL TERMS DATED 26 MAY BNP Paribas Arbitrage Issuance B.V. (incorporated in The Netherlands) (as Issuer) BNP Paribas

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1 FINAL TERMS DATED 26 MAY 2014 BNP Paribas Arbitrage Issuance B.V. (incorporated in The Netherlands) (as Issuer) BNP Paribas (incorporated in France) (as Guarantor) (Note, Warrant and Certificate Programme) Up to 10,000 SEK "Asian Call" Certificates relating to a Basket of 10 Shares due 21 July 2020 ISIN Code: SE BNP Paribas Arbitrage S.N.C. (as Manager) The Securities are offered to the public in the Kingdom of Sweden from 26 May 2014 to 27 June 2014 Any person making or intending to make an offer of the Securities may only do so: (i) (ii) in those Public Offer Jurisdictions mentioned in Paragraph 47 of Part A below, provided such person is of a kind specified in that paragraph and that the offer is made during the Offer Period specified in that paragraph; or otherwise in circumstances in which no obligation arises for the Issuer or any Manager to publish a prospectus pursuant to Article 3 of the Prospectus Directive or to supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer norany Manager has authorised, nor do they authorise, the making of any offer of Securities in any other circumstances. The expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU. Investors should note that if a supplement to or an updated version of the Base Prospectus referred to below is published at any time during the Offer Period (as defined below), such supplement or updated base prospectus, as the case may be, will be published and made available in accordance with the arrangements applied to the original publication of these Final Terms. Any investors who have indicated acceptances of the Offer (as defined below) prior to the date of publication of such supplement or updated version of the Base Prospectus, as the case may be, (the "Publication Date") have the right within two working days of the Publication Date to withdraw their acceptances. 1

2 PART A CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 3 June 2013, each Supplement to the Base Prospectus published and approved on or before the date of these Final Terms (copies of which are available as described below) and any other Supplement to the Base Prospectus which may have been published and approved before the issue of any additional amount of Securities (the "Supplements") (provided that to the extent any such Supplement (i) is published and approved after the date of these Final Terms and (ii) provide for any change to the Conditions of the Securities such changes shall have no effect with respect to the Conditions of the Securities to which these Final Terms relate) (together, the 2013 Base Prospectus ), notwithstanding the approval of an updated base prospectus which will replace the 2013 Base Prospectus (the 2014 Base Prospectus ). This document constitutes the Final Terms of the Securities described herein for the purposes of Article 5.4 of the Prospectus Directive and (i) prior to the Publication Date, must be read in conjunction with the 2013 Base Prospectus, as supplemented, or (ii) on and after the Publication Date, must be read in conjunction with the 2014 Base Prospectus, as supplemented, save in respect of the Conditions which are extracted from the 2013 Base Prospectus as supplemented, as the case may be. The 2013 Base Prospectus, as supplemented, constitutes, and the 2014 Base Prospectus will constitute, a base prospectus for the purposes of the Prospectus Directive. Full information on BNP Paribas Arbitrage Issuance B.V. (the "Issuer") and the offer of the Securities is only available on the basis of the combination of these Final Terms and either (i) prior to the Publication Date, the 2013 Base Prospectus, as supplemented, or (ii) on or after the Publication Date, the 2014 Base Prospectus, as supplemented, save in respect of the Conditions which are extracted from the 2013 Base Prospectus as the case may be. The 2013 Base Prospectus, as supplemented, and these Final Terms are available, and the 2014 Base Prospectus will be available for viewing and copies may be obtained free of charge at the specified offices of the Security Agents. The Base Prospectus and the Supplements to the Base Prospectus will also be available on the AMF website 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. 2

3 SPECIFIC PROVISIONS FOR EACH SERIES SERIES NUMBER NO. OF NO OF SECURITIES ISIN SECURITIES ISSUED COMMON CODE CE3806AC Up to 10,000 Up to 10,000 SE ISSUE PRICE PER SECURITY REDEMPTION DATE 100 % of the Notional 21 July 2020 Amount GENERAL PROVISIONS The following terms apply to each series of Securities: 1. Issuer: BNP Paribas Arbitrage Issuance B.V. 2. Guarantor: BNP Paribas 3. Trade Date: 8 July Issue Date: 17 July Consolidation: 6. Type of Securities: (a) Certificates (b) The Securities are Share Securities. 7. Form of Securities: Swedish Dematerialised Securities 8. Business Day Centre(s): The provisions of Annex 3 (Additional Terms and Conditions for Share Securities) shall apply. The applicable Business Day Centre for the purposes of the definition of "Business Day" in Condition 1 is Stockholm. 9. Settlement: Settlement will be by way of cash payment (Cash Settled Securities) 10. Rounding Convention for Cash Settlement Amount: 11. Variation of Settlement: (a) Issuer's option to vary settlement: 12. Final Payout NA x SPS Payout SPS Payouts The Issuer does not have the option to vary settlement in respect of the Securities. Sum Securities Constant Percentage1 + A B PWa a= 1 b= 1 ([ AdditionalFinalPayout ] ) "Additional Final Payout" means each Final Payout specified as such in the applicable Final Terms for the relevant Sum Securities or option Max Securities and if Payout FX Conversion is specified as applicable in the applicable Final Terms, converted into the Payout Currency at the Payout FX Value. Payout FX Value means in respect of a Payout Currency (a) the rate of exchange between the currencies (including any rates of exchange pursuant to which the relevant rate of exchange is derived) and a,b 3

4 determined from the source(s) and at the time, in each case specified in the applicable Final Terms for such Payout Currency on the Payout FX Rate Date divided by (b) the rate of exchange pursuant to which the relevant rate of exchange is derived) and determined from the source(s) and at the time, in each case specified in the applicable Final Terms on the Payout FX Rate Strike Date WITH: Constant Percentage 1 : 100% Additional Final Payout Weighting (PW): 1 Additional Final Payout (with a =1 and b= 1) :Vanilla Call Securities A = 1 B= 1 Payout FX Conversion :Applicable Payout Currency: SEK rates of exchange: FX Rate is the USD-SEK X-RATE (the number of SEK for 1 USD), calculated by dividing (1) with (2) 1) The daily EUR-SEK fixing published on Reuters page ECB37 at 14:15 CET 2) The daily EUR-USD fixing published on Reuters page ECB37 at 14:15 CET Payout FX Rate Date: One Business Day following the Redemption Valuation Date Payout FX Rate Strike Date: One Business Day preceding the Strike Date. WHERE Vanilla Call Securities: Constant Percentage 1 + Gearing * Max (Final Redemption Value- Strike Percentage; Floor Percentage) WITH: Constant Percentage1: 0% Gearing: a percentage expected to be about 100 per cent but which will not be less than 75 per cent as determined by the Issuer on 8 July 2014 after the end of the Offer Period. Notice of the rate will be published in the same manner as the publication of these Final Terms and be available by accessing the following link: SE Strike Percentage: 100% Floor Percentage: 0 % Final Redemption Value: Average Basket Value WHERE Average Basket Value means, in respect of a SPS Valuation Period, the arithmetic average of the Basket Values for all the SPS Valuation Dates in such SPS Valuation Period 4

5 Basket Value means, in respect of a SPS Valuation Date, the sum of the values calculated for each Underlying Reference in the Basket as (a) the Underlying Reference Value for such Underlying Reference in respect of such SPS Valuation Date multiplied by (b) the relevant Underlying Reference Weighting; Underlying Reference Value means, in respect of an Underlying Reference k and a SPS Valuation Date, (a) (i) the Underlying Reference Closing Price Value for such Underlying Reference k in respect of such SPS Valuation Date (ii) divided by the relevant Underlying Reference Strike Price and (b) if FX Conversion is specified as applicable in the applicable Final Terms, multiplied by FX Value Underlying Reference Strike Price means, in respect of an Underlying Reference k, if the Strike Price Closing Value is specified as applicable in the Final Terms, the Underlying Reference Closing Price Value for such Underlying Reference k on the Strike Date. Underlying Reference Closing Price Value means in respect of a SPS Valuation Date, the Closing Price in respect of such day Where SPS Valuation Period, SPS Redemption Valuation Period includes all SPS Valuation Dates. SPS Valuation Dates, SPS Redemption Valuation Dates, are all equal to the Averaging Dates as set out in section 42 (x) Underlying Reference k as set out in 25(a). Underlying Reference Weighting: as set out in 25(a). Strike Date : 10 July 2014 Strike Price Closing Value : Applicable In respect of the Strike Date: Underlying Reference Closing Price Value means in respect of a SPS Valuation Date, the Closing Price in respect of such day ; SPS Valuation Date means the Strike Date. Aggregation: 13. Relevant Asset(s): 14. Entitlement: 15. Exchange Rate. 16. Settlement Currency: The settlement currency for the payment of the Cash Settlement Amount (in the case of Cash Settled Securities) is Swedish Krona ("SEK"). 17. Syndication: The Securities will be distributed on a non-syndicated basis. 18. Minimum Trading Size:. 19. Principal Security Agent: The Swedish Security Agent as indicated in PART-B Registrar: 5

6 21. Calculation Agent: BNP Paribas Arbitrage S.N.C. 22. Governing law: English law boulevard MacDonald, Paris, France. 23. Masse provisions (Condition 9.4): PRODUCT SPECIFIC PROVISIONS (ALL SECURITIES) 24. Index Securities: 25. Share Securities: Applicable (a) Share(s)/Share Company/Bas ket Company/GD R/ADR: The Securities are linked to the performance of a basket (the Basket ) composed of 10 ordinary shares, or, if so indicated in the table below in the column Share Company, another share type in the share capital of the relevant Share Company (each an "Underlying Reference k " or Share k ) with the applicable Underlying Reference Weighting ( Weighting k or W k ) set out in the table below. k Share k Bloomberg code ISIN Code Currency k W k Exchange 1 ATT Inc. T UN US00206R1023 USD 1/10 New York Stock Exchange 2 General Mills Inc. GIS UN US USD 1/10 New York Stock Exchange 3 Johnson &Johnson JNJ UN US USD 1/10 New York Stock Exchange 4 Mc Donald s Corp MCD UN US USD 1/10 New York Stock Exchange 5 Merck & Co. Inc. MRK UN US58933Y1055 USD 1/10 New York Stock Exchange 6 PepsiCo. Inc PEP UN US USD 1/10 New York Stock Exchange 7 Chevron Corp CVX UN US USD 1/10 New York Stock Exchange 8 Verizon Communications Inc VZ UN US92343V1044 USD 1/10 New York Stock Exchange 9 Conoco Phillips Inc COP UN US20825C1045 USD 1/10 New York Stock Exchange 10 Walmart Stores Inc. WMT UN US USD 1/10 New York Stock Exchange (b) (c) (d) Relative Performance Basket: Share Currency: ISIN of Share(s): As set out in 25(a). As set out in 25(a). 6

7 (e) Exchange(s): As set out in 25(a). (f) (g) (h) Related Exchange(s): Exchange Business Day: Scheduled Trading Day: All Exchanges All Shares Basis All Shares Basis (i) Weighting: The weighting to be applied to each item comprising the Basket of Shares to ascertain the Settlement Price is 1/10. Each such Weighting shall be subject to adjustment in accordance with Annex 1 (j) (k) (l) (m) (n) (o) (p) (q) Settlement Price: Specified Maximum Days of Disruption: Valuation Time: Delayed Redemption on Occurrence of an Extraordinary Event (in the case of Certificates only): Share Correction Period Dividend Payment: Listing Change: Listing Suspension: Five (5) Scheduled Trading Days. The Scheduled Closing Time As per Conditions (r) Illiquidity: Applicable (s) Tender Offer: Applicable 26. ETI Securities 27. Debt Securities: 7

8 28. Commodity Securities: 29. Inflation Index Securities: 30. Currency Securities: 31. Fund Securities: 32. Futures Securities: 33. Credit Securities: (a) Underlying Interest Rate Securities: 35. Preference Share Certificates: 36. OET Certificates: 37. Additional Disruption Events: Applicable 38. Optional Additional Disruption Events: (a) (b) The following Optional Additional Disruption Events apply to the Securities: Insolvency Filing Delayed Redemption on Occurrence of an Additional Disruption Event and/or Optional Additional Disruption Event (in the case of Certificates): 39. Knock-in Event: 40. Knock-out Event: PROVISIONS RELATING TO WARRANTS 41. Provisions relating to Warrants: Not Applicable PROVISIONS RELATING TO CERTIFICATES 42. Provisions relating to Certificates: Applicable (a) Notional Amount of each Certificate: SEK 10,000 (b) Partly Paid Certificates: The Certificates are not Partly Paid Certificates. (c) Interest: Not Applicable (d) Fixed Rate Provisions: (e) Floating Rate Provisions 8

9 (f) (g) (h) (i) (j) (k) (l) (m) (n) (o) (p) Linked Interest Certificates Payment of Premium Amount(s): Index Linked [Interest/Premium Amount] Certificates: Share Linked [Interest/Premium Amount] Certificates: ETI Linked [Interest/Premium Amount] Certificates: Debt Linked [Interest/Premium Amount] Certificates: Inflation Index Linked [Interest/Premium Amount] Certificates: Currency Linked [Interest/Premium Amount] Certificates: Fund Linked [Interest/Premium Amount] Certificates: Futures Linked [Interest/Premium Amount] Certificates: Underlying Interest Rate Linked Interest Provisions (q) Issuer Call Option: (r) Holder Put Option: (s) (t) Automatic Early Redemption: Renouncement Notice Cut-off Time (u) Strike Date: 10 July 2014 (v) Strike Price: (w) Redemption Valuation Date 10 July

10 (x) Averaging: Averaging applies to the Securities. The Averaging Dates are: 10 January 2019 (t=1), 10 April 2019 (t=2), 10 July 2019 (t=3), 10 October 2019 (t=4), 10 January 2020 (t=5), 13 April 2020 (t=6) and 10 July 2020 (t=7). In the event that an Averaging Date is a Disrupted Day Postponement (as defined in Condition 28) will apply. (y) Observation Dates: (z) Observation Period: (aa) Settlement Business Day: (bb) Cut-off Date: DISTRIBUTION AND US SALES ELIGIBILITY 43. Selling Restrictions:. 44. Additional U.S. Federal income tax consequences: 45. Registered broker/dealer: 46. TEFRA C or TEFRA Not Applicable: TEFRA. 47. Non exempt Offer: An offer of the Securities may be made by Carnegie Investment Bank A.B. (the "Distributor") (together with the Manager, the "Financial Intermediaries") other than pursuant to Article 3(2) of the Prospectus Directive in the Kingdom of Sweden ("Public Offer Jurisdiction") during the period from 26 May 2014 until 27 June 2014 ("Offer Period"). See further Paragraph 8 of Part B below. General Consent: Other Conditions to consent: Not Applicable Not Applicable PROVISIONS RELATING TO COLLATERAL AND SECURITY 48. Collateral Security Conditions: 10

11 Responsibility The Issuer accepts responsibility for the information contained in these Final Terms. To the best of the knowledge of the Issuer (who has taken all reasonable care to ensure that such is the case), the information contained herein is in accordance with the facts and does not omit anything likely to affect the import of such information. Signed on behalf of BNP Paribas Arbitrage Issuance B.V. As Issuer: By: Guillaume RIVIERE duly authorised 11

12 1. Listing and Admission to trading PART B OTHER INFORMATION Application will be made to list the Securities and to admit the Securities for trading on the Official List of NASDAQ OMX Stockholm. 2. Ratings The Securities have not been rated 3. Interests of Natural and Legal Persons Involved in the Offer "Save as discussed in the "Potential Conflicts of Interest" paragraph in the "Risk Factors" in the Base Prospectus, so far as the Issuer is aware, no person involved in the offer of the Securities has an interest material to the offer." 4. Performance of Underlying/Formula/Other Variable, Explanation of Effect on Value of Investment and Associated Risks and Other Information concerning the Underlying See Base Prospectus for an explanation of effect on value of Investment and associated risks in investing in Securities During the secondary market period, the price of the Certificate will depend upon market conditions and may be subject to significant fluctuations. Over the investment time period, the yield of the Certificate may well be inferior to the yield of a market-neutral-risk investment. The Issuer does not intend to provide post-issuance information Place where information on the Underlying Share can be obtained: ATT Inc Website: General Mills Inc. Website: Johnson & Johnson Website: 12

13 MC Donald s Corp Website: Merck & Co. Inc. Website: PepsiCo Inc. Website: Chevron Crop Website: Verizon Communications Inc. Website: Conoco Phillips Website: WalMart Stores Inc. Website: 5. Operational Information Relevant Clearing System(s): If other than Euroclear Bank S.A./N.V., Clearstream Banking, société anonyme, Euroclear France, Euroclear Netherlands,, include the relevant identification number(s) and in the case of Swedish Dematerialised Securities, the Swedish Security Agent: Euroclear Sweden Identification number(s): Swedish Security Agent; Svenska Handelsbanken AB (publ) Address: Blasieholmstorg 12 SE Stockholm Sweden 6. Terms and Conditions of the Public Offer Offer Period: As set out in 47. Offer Price: Conditions to which the offer is subject: 100% of Notional Amount per Security. The Issuer reserves the right to withdraw the offer of the 13

14 Securities and cancel the issuance of the Securities for any reason, in accordance with the Distributor at any time on or prior to the Offer End Date (as defined below). For the avoidance of doubt, if any application has been made by a potential investor and the Issuer exercises such a right, each such potential investor shall not be entitled to subscribe or otherwise acquire the Securities. Description of the application process: From, on or about 26 May 2014 to, and including, 27 June 2014, or such earlier date as the Issuer determines as notified to Holders on or around such earlier date on the following website : (the Offer End Date). Details of the minimum and/or maximum amount of application: Minimum subscription amount per investor: SEK 10,000. Maximum subscription amount per investor: Up to SEK 100,000,000. The Issuer reserves the right to modify the total nominal amount of the Securities to which investors can subscribe, to close the Offer Period early and/or to cancel the planned issue. Such an event will be notified to subscribers via the following website: Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants: Details of the method and time limits for paying up and delivering the Securities: Manner in and date on which results of the offer are to be made public: Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised: Process for notification to applicants of the amount allotted and indication whether dealing may begin before The Securities will be issued on the Issue Date against payment to the Issuer by the Distributor of the gross subscription moneys. The Securities are cleared through the clearing systems and are due to be delivered through the Distributor on or around the Issue Date. Publication on the following website: on or around 10 July 2014 In the case of over subscription, allotted amounts will be notified to applicants on the following website: on or around 14

15 notification is made: 10 July No dealing in the Securities may begin before any such notification is made. In all other cases, allotted amounts will be equal to the amount of the application, and no further notification shall be made. In all cases, no dealing in the Securities may take place prior to the Issue Date. Amount of any expenses and taxes specifically charged to the subscriber or purchaser: 7. Placing and Underwriting Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place: Carnegie Investment Bank A.B. Regeringsgatan 56 SE Stockholm Sweden No underwriting commitment is undertaken by the Distributor. Name and address of the coordinator(s) of the global offer and of single parts of the offer: Name and address of any paying agents and depository agents in each country (in addition to the Principal Security Agent):. Svenska Handelsbanken AB (publ) Blasieholmstorg 12 SE Stockholm Sweden Euroclear Sweden AB Box 7822 SE Stockholm Sweden Entities agreeing to underwrite the issue on a firm commitment basis, and entities agreeing to place the issue without a firm commitment or under "best efforts" arrangements: When the underwriting agreement has been or will be reached:.. 15

16 . 8. Historic Interest Rates (in the case of Certificates). 16

17 ISSUE SPECIFIC SUMMARY OF THE PROGRAMME IN RELATION TO THIS BASE PROSPECTUS Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered in Sections A E (A.1 E.7). This Summary contains all the Elements required to be included in a summary for this type of Securities, Issuer and Guarantor. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in the summary because of the type of Securities, Issuer and Guarantor(s), it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element should be included in the summary explaining why it is not applicable. Section A - Introduction and warnings Element Title A.1 Warning that the summary should be read as an introduction and provision as to claims This summary should be read as an introduction to the Base Prospectus and the applicable Final Terms. In this summary, unless otherwise specified and except as used in the first paragraph of Element D.3, "Base Prospectus" means the Base Prospectus of BNPP B.V., BNPP, BP2F, BNPPF and BGL dated 3 June 2013 as supplemented from time to time. In the first paragraph of Element D.3, "Base Prospectus" means the Base Prospectus of BNPP B.V., BNPP, BP2F, BNPPF and BGL dated 3 June 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. 1

18 Element Title A.2 Consent as to use the Base Prospectus, period of validity and other conditions attached Consent: Subject to the conditions set out below, the Issuer consents to the use of the Base Prospectus in connection with a Non-exempt Offer of Securities by the Managers and Carnegie Investment Bank A.B. (each an "Authorised Offeror"). Offer period: The Issuer's consent referred to above is given for Non-exempt Offers of Securities from 26 May 2014 to 27 June 2014 (the "Offer Period"). Conditions to consent: The conditions to the Issuer s consent are that such consent (a) is only valid during the Offer Period; (b) only extends to the use of the Base Prospectus to make Non-exempt Offers of the relevant Tranche of Securities in Kingdom of Sweden. AN INVESTOR INTENDING TO ACQUIRE OR ACQUIRING ANY SECURITIES IN A NON-EXEMPT OFFER FROM AN AUTHORISED OFFEROR WILL DO SO, AND OFFERS AND SALES OF SUCH SECURITIES TO AN INVESTOR BY SUCH AUTHORISED OFFEROR WILL BE MADE, IN ACCORDANCE WITH ANY TERMS AND OTHER ARRANGEMENTS IN PLACE BETWEEN SUCH AUTHORISED OFFEROR AND SUCH INVESTOR INCLUDING AS TO PRICE, ALLOCATIONS AND SETTLEMENT ARRANGEMENTS. THE INVESTOR MUST LOOK TO THE AUTHORISED OFFEROR AT THE TIME OF SUCH OFFER FOR THE PROVISION OF SUCH INFORMATION AND THE AUTHORISED OFFEROR WILL BE RESPONSIBLE FOR SUCH INFORMATION. Section B - Issuer and Guarantor Element Title B.1 Legal and commercial name of the Issuer B.2 Domicile/ legal form/ legislation/ country of incorporation BNP Paribas Arbitrage Issuance B.V. ("BNPP B.V." or the "Issuer"). The Issuer was incorporated in the Netherlands as a private company with limited liability under Dutch law having its registered office at Herengracht 537, 1017 BV Amsterdam, the Netherlands. B.4b Trend information, there are no trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on any of BNPP B.V. and the industries in which it operates for at least the current financial year. B.5 Description of BNPP B.V. is a wholly owned subsidiary of BNP Paribas. BNP Paribas is the 2

19 Element Title the Group 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 B.10 Audit report qualifications, the Issuer has not made a profit forecast or estimate., 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/ /12/2012 Revenues 317, ,955 Net income, Group share 21,233 22,531 Total balance sheet 32,347,971,221 37,142,623,335 Shareholders equity (Group share) 366, ,414 Comparative Interim Financial Data In EUR 30/06/ /06/2013 Revenues 180, ,051 Net Income, Group Share 11,989 9,831 Total Balance Sheet 35,550,297,750 39,988,616,135 Shareholder s Equity (Group share) 378, ,245 Statements of no significant or material adverse change There has been no significant change in the financial or trading position of the BNPP Group since 31 December 2013 and there has been no material adverse change in the prospects of the BNPP Group since 31 December 2013 There has been no significant change in the financial or trading position of BNPP B.V. since 30 June 2013 and there has been no material adverse change in the prospects of BNPP B.V. since 31 December B.13 Events impacting the Issuer's solvency B.14 Dependence upon other group entities, to the best of the Issuer's knowledge there have not been any recent events which are to a material extent relevant to the evaluation of the Issuer's solvency since 31 December The Issuer is dependent upon BNPP and other members of the BNPP Group. See also Element B.5 above. B.15 Principal The principal activity of the Issuer is to issue and/or acquire financial 3

20 Element Title activities instruments of any nature and to enter into related agreements for the account of various entities within the BNPP Group. B.16 Controlling shareholders B.17 Solicited credit ratings BNP Paribas holds 100 per cent. of the share capital of the Issuer. BNPP B.V.'s long term credit ratings are A+ with a negative outlook (Standard & Poor's Credit Market Services France SAS) and BNPP B.V.'s short term credit ratings are A-1 (Standard & Poor's Credit Market Services France SAS). The Securities have not been rated. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. B.18 Description of the Guarantee The Securities will be unconditionally and irrevocably guaranteed by BNP Paribas ("BNPP" or the "Guarantor") pursuant to an English law deed of guarantee executed by BNPP on 3 June 2013 (the "Guarantee"). The obligations under the guarantee are direct unconditional, unsecured and unsubordinated obligations of BNPP and rank and will rank pari passu among themselves and at least pari passu with all other direct, unconditional, unsecured and unsubordinated indebtedness of BNPP (save for statutorily preferred exceptions). B.19 Information about the Guarantor B.19/ B.1 B.19/ B.2 B.19/ B.4b Legal and commercial name of the Guarantor Domicile/ legal form/ legislation/ country of incorporation Trend information BNP Paribas The Guarantor was incorporated in France as a société anonyme under French law and licensed as a bank having its head office at 16, boulevard des Italiens Paris, France. Macro-economic environment Market and macroeconomic conditions affect the BNPP s results. The nature of the BNPP s business makes it particularly sensitive to market and macroeconomic conditions in Europe, which have been difficult and volatile in recent years. In 2013, the global economy began to move towards equilibrium, with several 4