140610 CE2937BAB PP Lock In Worst-of 3 shares final

XS1029879852

FINAL TERMS DATED 10 JUNE 2014
BNP Paribas Arbitrage Issuance B.V.

(incorporated in The Netherlands)
(as Issuer)

BNP Paribas
(incorporated in France)

(as Guarantor)
(Warrant and Certificate Programme)
3,000 EUR "Lock In Worst-Of Quanto" Certificates relating to the 3 Shares due 9 June 2017

ISIN Code: XS1029879852
BNP Paribas Arbitrage S.N.C.

(as Manager)

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 6 June 2014 which constitutes a base prospectus for the purposes of the Luxembourg Act dated 10 July
2005 relating to prospectuses for securities, as amended (the "Prospectus Act 2005"). This document constitutes the Final
Terms of the Securities described herein and must be read in conjunction with such Base Prospectus. Full information on
BNP Paribas Arbitrage Issuance B.V. (the "Issuer") and the offer of the Securities is only available on the basis of the
combination of these Final Terms and the Base Prospectus. The Base Prospectus is available for viewing at BNP Paribas
Securities Services, Luxembourg Branch (in its capacity as Principal Paying Agent), 33 rue de Gasperich, Howald -
Hesperange, L-2085 Luxembourg and on the website of the Luxembourg Stock Exchange www.bourse.lu and copies may
be obtained free of charge at the specified offices of the Security Agents.

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.

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SPECIFIC PROVISIONS FOR EACH SERIES

Series No. of No. of ISIN Common Issue Price Redemption Date
Number Securities Securities
issued Code per Security
CE2937BAB 3,000
3,000 XS1029879852 102987985 100% 9 June 2017

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: 30 May 2014

4. Issue Date: 10 June 2014
5. Consolidation: Not applicable.
6. Type of Securities: (a) Certificates.

(b) The Securities are Share Securities.

The Certificates are "Lock-in Worst-of Quanto" Certificates.

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

7. Form of Securities: Clearing System Global Security.

8. Business Day Centre(s): The applicable Business Day Centre for the purposes of the definition of
"Business Day" in Condition 1 is TARGET 2.

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

10. Variation of Settlement:

(a) Issuer's option to vary The Issuer does not have the option to vary settlement in respect of the
settlement: Securities.

(b) Variation of Settlement of Not applicable.
Physical Delivery Securities:

11. Relevant Asset(s): Not applicable.

12. Entitlement: Not applicable.

13. Exchange Rate: Not applicable.

14. Equivalent Amount Settlement Not applicable.
Currency:

15. Equivalent Amount Settlement Price Not applicable.
Source:

16. Equivalent Amount Settlement Not applicable.
Valuation Time:
The settlement currency for payment of the Cash Settlement Amount is
17. Settlement Currency: Euro ("EUR").

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

19. Minimum Trading Size: Not applicable.

20. Principal Security Agent: BNP Paribas Arbitrage S.N.C.

21. Registrar: Not applicable.

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22. Calculation Agent: BNP Paribas Arbitrage S.N.C.
160-162 boulevard MacDonald, 75019 Paris, France.
23. Governing law: English law.
24. Special conditions or other
Not applicable.
modifications to the Terms and
Conditions: Not applicable.

25. Masse Provision (Condition 9.4):

PRODUCT SPECIFIC PROVISIONS Not applicable.
26. Index Securities: Applicable.
27. Share Securities:

(a) Share(s)/Share An ordinary share, or, if so indicated in the table below in the column
Company/Basket Share Company, another share type in the share capital of the relevant
Company/GDR/ADR: Share Company (each an "Underlying Sharei").
For the purposes of these Conditions each Underlying Sharei shall be
deemed to be a Sharei.

Underlying Sharei

i Share Company Bloomberg Code ISIN Code ShareiInitial Knock-out Leveli Exchange
(i.e. 70% of
ShareiInitial)

1 Microsoft Corp MSFT UW US5949181045 40.79 28.553 The NASDAQ
Stock Market,

Inc.

2 CocoCola CoThe KO UN US1912161007 40.86 28.602 New York Stock
BATS LN GB0002875804 3584.5 Exchange.

3 British American 2509.15 The London
Tobacco plc Stock exchange.

(b) Relative Performance Applicable.
Basket: See table above.

(c) Share Currency:

(d) Exchange(s): See table above.

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

(f) Exchange Business Day: All Shares Basis.

(g) Scheduled Trading Day: All Shares Basis.

(h) Weighting: Not applicable.

(i) Settlement Price: As set out in sub-paragraph (a) of the definition of "Settlement Price"
provided in Condition 1 of Annex 2 - Additional Terms and Conditions for
Share Securities.

(j) Disrupted Day: As per Conditions.

(k) Specified Maximum Days Three (3) Scheduled Trading Days.
of Disruption: The Scheduled Closing Time.

(l) Valuation Time:

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(m) Delayed Redemption on Not applicable.
Occurrence of an
Extraordinary Event:

(n) Share Correction Period: As per Conditions.

(o) Dividend Payment: Not applicable.

(p) Listing Change: Not applicable.

(q) Listing Suspension: Not applicable.

(r) Illiquidity: Not applicable.

(s) Tender Offer: Applicable.

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

28. ETI Securities:

29. Debt Securities: Not applicable.

30. Commodity Securities: Not applicable.

31. Inflation Index Securities: Not applicable.

32. Currency Securities: Not applicable.

33. Fund Securities: Not applicable.

34. Market Access Securities: Not applicable.

35. Futures Securities: Not applicable.

36. Credit Securities: Not applicable.

37. Preference Share Certificates: Not applicable.

38. OET Certificates: Not applicable.

39. Additional Disruption Events: Applicable.
Hedging Disruption does not apply to the Securities.

40. Optional Additional Disruption (a) The following Optional Additional Disruption Events apply to the
Events: Securities: Failure to Deliver due to Illiquidity; Insolvency Filing.

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

Applicable.

A Knock-in Event shall be deemed to occur if, at the Knock-in Valuation
Time on any Knock-in Determination Dayj, Perf WO Sharej is above or
equal to the Knock-in Level.

(a) Knock-in Level: Where :
Perf WO Sharej means the Underlying Sharei with the worst
performance at the Knock-in Valuation Time on any Knock-in
Determination Dayj.

100%

(b) Knock-in Period Not applicable.
Beginning Date: Not applicable.
Not applicable.
(c) Knock-in Period
Beginning Date Day
Convention:

(d) Knock-in Determination
Period:

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(e) Knock-in Determination J Knock-in Determination Dayj
Day(s): 1 2 July 2014
2 4 August 2014
3 2 September 2014
4 2 October 2014
5 3 November 2014
6 2 December 2014
7 2 January 2015
8 2 February 2015
9 2 March 2015
10 2 April 2015
11 4 May 2015
12 2 June 2015
13 2 July 2015
14 3 August 2015
15 2 September 2015
16 2 October 2015
17 2 November 2015
18 2 December 2015
19 4 January 2016
20 2 February 2016
21 2 March 2016
22 4 April 2016
23 2 May 2016
24 2 June 2016
25 5 July 2016
26 2 August 2016
27 2 September 2016
28 3 October 2016
29 2 November 2016
30 2 December 2016
31 3 January 2017
32 2 February 2017
33 2 March 2017
34 3 April 2017
35 2 May 2017
36 The Redemption Valuation Date

(f) Knock-in Period Ending Not applicable.
Date:

(g) Knock-in Period Ending Not applicable.
Date Day Convention:

(h) Knock-in Valuation Time: The Valuation Time.

42. Knock-out Event: Applicable.

A Knock-out Event shall be deemed to occur if, at the Knock-out

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Valuation Time on the Knock-out Determination Day, at least one
Underlying Sharei closes at a price strictly less than its Knock-out Leveli.

(a) Knock-out Level: As set out in table §27 (a).

(b) Knock-out Period Not applicable.
Beginning Date:

(c) Knock-out Period Not applicable.
Beginning Date Day
Convention:

(d) Knock-out Determination Not applicable.
Period:

(e) Knock-out Determination Redemption Valuation Date.
Day(s):

(f) Knock-out Period Ending Not applicable.
Date:

(g) Knock-out Period Ending Not applicable.
Date Day Convention:

(h) Knock-out Valuation The Valuation Time.
Time:

PROVISIONS RELATING TO WARRANTS Not applicable.
43. Provisions relating to Warrants:

PROVISIONS RELATING TO CERTIFICATES
44. Provisions relating to Certificates: Applicable.

(a) Notional Amount of each EUR 1,000
Certificate:

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

(c) Interest: Applicable.

(d) Fixed Rate Provisions: Not applicable.

(e) Floating Rate Provisions: Not applicable.

(f) Linked Interest Not applicable.
Certificates: Not applicable.
Not applicable.
(g) Payment of Premium Not applicable.
Amount(s): Not applicable.

(h) Index Linked Interest
Certificates:

(i) Share Linked Interest
Certificates:

(j) ETI Linked Interest
Certificates:

(k) Debt Linked Interest Not applicable.
Certificates:

(l) Commodity Linked Not applicable.
Interest Certificates:

(m) Inflation Index Linked Not applicable.
Interest Certificates:

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(n) Currency Linked Interest Not applicable.
Certificates:

(o) Fund Linked Interest Not applicable.
Certificates:

(p) Futures Linked Interest Not applicable.
Certificates:

(q) Instalment Certificates: The Certificates are not Instalment Certificates.
(r) Issuer Call Option: Not applicable.
(s) Holder Put Option: Not applicable.

(t) Automatic Early Not applicable.
Redemption:

(u) Cash Settlement Amount: Unless previously redeemed or purchased and cancelled by the Issuer,
the Holder shall receive on the Redemption Date, in respect of each
Certificate payment of a Cash Settlement Amount in accordance with the
following provisions:

1) If a Knock-in Event occurred :

N x min (130% ;MaxLockInLevel)

2) Otherwise :

a) If no Knock-out Event has occurred:

N x 100%

b) if a Knock-out Event has occurred :

N ×  WOShare Final 
WOShare Initial

Where:

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

WOShare(j) is the Underlying Sharei with the worst performance from the

Strike Date to the Knock-in Determination Dayj:

min 3  Share i j 
i =1
Share i
initial

WOSharej is the official Closing Price of the Underlying Sharei with the
worst performance on the Knock- in Determination Dayj.

WOShare(final) is the official Closing Price of the Underlying Sharei with

the worst performance from the Strike Date to the Redemption Valuation

Date.

min 3  Share i 
i =1 Share Final

i
Initial

WOShareInitial is the official Closing Price of the Underlying Sharei with
the worst performance on the Strike Date.

ShareiInitial is the official Closing Price of the Underlying Sharei on the
Strike Date as set out in the table §27 (a).

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ShareiFinal is the official Closing Price of the Underlying Sharei on the
Redemption Valuation Date.

Shareij is the official Closing Price of the Underlying Sharei on the
Knock- in Determination Dayj.

MaxKnockin Level is the highest level Perf WO Sharej on any Knock in
Determination Dayj.

Perf WO Sharej means the Underlying Sharei with the worst
performance at the Knock-in Valuation Time on any Knock-in
Determination Dayj :

 WOShare j 
WOShare Initial

Closing Price means the Settlement Price.

(v) Renouncement Notice Not applicable.
Cut-off Time: 2 June 2014

(w) Strike Date:

(x) Redemption Valuation 2 June 2017
Date: Averaging does not apply to the Securities.

(y) Averaging:

(z) Observation Dates: Not applicable.

(aa) Observation Period: Not applicable.

(bb) Settlement Business Day: Not applicable.

(cc) Cut-off Date: Not applicable.

DISTRIBUTION AND US SALES ELIGIBILITY

45. Selling Restrictions: As set out in the Base Prospectus.

(a) Eligibility for sale of Securities The Securities are not eligible for sale in the United States to AIs.
in the United States to AIs:

(b) Eligibility for sale of Securities The Securities are not eligible for sale in the United States under Rule
in the United States to QIBs 144A to QIBs.
within the meaning of Rule

144A:

(c) Eligibility for sale of Securities
in the United States to QIBs
within the meaning of Rule The Securities are not eligible for sale in the United States to persons
144A who are also QPs within who are QIBs and QPs.
the meaning of the Investment
Company Act:

46. Additional U.S. Federal income tax Not applicable.
consequences:

47. Registered broker/dealer: Not applicable.

PROVISIONS RELATING TO COLLATERAL AND SECURITY

48. Collateral Security Conditions: Not applicable.

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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: ..Cezar NASTASA.. Duly authorised

1. Listing and Admission to trading PART B - OTHER INFORMATION
The Securities are unlisted. Euroclear and Clearstream Luxembourg.
2. Operational Information
Relevant Clearing System(s):

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