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Prospectus brochure de l'obligation BNP Paribas NL0000795953 en USD 0%, échue

BNP Paribas est une banque internationale française, l'une des plus grandes d'Europe, offrant une large gamme de services financiers aux particuliers, entreprises et institutions.

L'Obligation émise par BNP Paribas SA ( Pays-bas ) , en USD, avec le code ISIN NL0000795953, paye un coupon de 0% par an.
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BNP Paribas Arbitrage Issuance B.V.
(incorporated in The Netherlands)
(as Issuer)
BNP Paribas
(incorporated in France)
(as Issuer and Guarantor)
Warrant and Certificate Programme
This document (the "Base Prospectus") constitutes a base prospectus in respect of the Programme (as defined below). Any Securities (as defined
below) issued on or after the date of this Base Prospectus are issued subject to the provisions herein. This does not affect any Securities issued before
the date of this Base Prospectus. This Base Prospectus constitutes a base prospectus for the purpose of Article 5.4 of Directive 2003/71/EC (the
"Prospectus Directive").
Under the terms of the Warrant and Certificate Programme (the "Programme"), each of BNP Paribas Arbitrage Issuance B.V. ("BNPP B.V.") and
BNP Paribas ("BNPP" or the "Bank" and, together with BNPP B.V., the "Issuers" and each an "Issuer") may from time to time issue warrants
("Warrants") or certificates ("Certificates" and, together with the Warrants, "Securities") of any kind including, but not limited to, Warrants or
Certificates relating to a specified index or a basket of indices, a specified share or a basket of shares, a specified GDR or basket of GDRs, a specified
debt instrument or a basket of debt instruments, a specified currency or a basket of currencies, a specified commodity or a basket of commodities, a
specified inflation index or a basket of inflation indices, a specified fund share or unit or basket of fund shares or units or the credit of a specified
entity or entities, and any other types of Securities including hybrid Securities whereby the underlying asset(s) may be any combination of such
indices, shares, debt, currency, commodities, inflation indices, fund shares or units, credit of specified entities, or other asset classes or types. Only
BNPP may issue U.S. Securities (as defined below). Each issue of Warrants will be issued on the terms set out herein which are relevant to such
Warrants under "Terms and Conditions of the Warrants" (the "Warrant Conditions") and each issue of Certificates will be issued on the terms set
out herein which are relevant to such Certificates under "Terms and Conditions of the Certificates" (the "Certificate Conditions" and together with
the Warrant Conditions, the "Conditions") and, in each case, on such final terms as will be set out in the final terms to be issued in respect of such
Securities (the "Final Terms"), a form of which is contained in this Base Prospectus. References herein to the Final Terms may include, in the case of
U.S. Securities, (x) a supplement to the Base Prospectus under Article 16 of the Prospectus Directive or (y) a prospectus.
The Securities shall be governed by either English law ("English Law Warrants" or "English Law Certificates", as the case may be, and, together,
the "English Law Securities") or French law ("French Law Warrants" or "French Law Certificates", as the case may be, and, together, the
"French Law Securities"), as specified in the relevant Final Terms, and the corresponding provisions in the Conditions will apply to such Securities.
Only English Law Securities will be U.S. Securities.
Securities issued by BNPP B.V. will be guaranteed by BNPP (in such capacity, the "Guarantor") pursuant to (i) a Deed of Guarantee, in respect of
English Law Securities (the "English Law Guarantee") or (ii) a garantie, in respect of French Law Securities (the "French Law Guarantee" and,
together with the "English Law Guarantee", the "Guarantees"), the forms of which are set out herein.
Except in the case of U.S. Securities, each of BNPP B.V. and BNPP has a right of substitution as set out herein.
A description of the Final Terms (which for the avoidance of doubt may be issued in respect of more than one series of Warrants or Certificates) is set
out herein on pages 35 to 57 (with respect to Warrants) and pages 148 to 173 (with respect to Certificates) and will specify with respect to each issue
of Securities to which it relates, inter alia, the specific designation of the Securities, the aggregate number and type of the Securities, the date of issue
of the Securities, the issue price, the underlying asset, index, fund, reference entity or other item(s) to which the Securities relate, the exercise period
or date (in the case of Warrants), the redemption date, whether they are interest bearing, partly paid or redeemable in instalments (in the case of
Certificates), the governing law of the Securities, whether the Securities are eligible for sale in the United States and certain other terms relating to the
offering and sale of the Securities. With respect to issues of English Law Securities, the Final Terms relating to such issue of Securities will be
attached to the Global Security, Rule 144A Global Security, Private Placement Definitive Security or Regulation S Global Security (each as defined
below).
Each issue of Securities will entitle the holder thereof on due exercise (in the case of Warrants) or on the Instalment Date(s) and/or the Redemption
Date (in the case of Certificates) either to receive a cash amount (if any) calculated in accordance with the relevant terms or to receive physical
delivery of the underlying assets (against payment of a specified sum in the case of Warrants), all as set forth herein and in the applicable Final
Terms.
Prospective purchasers of Securities should ensure that they understand the nature of the relevant Securities and the extent of their exposure
to risks and that they consider the suitability of the relevant Securities as an investment in the light of their own circumstances and financial
condition. Securities involve a high degree of risk and potential investors should be prepared to sustain a total loss of the purchase price of
their Securities. See "Risk Factors" on page 20.

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30 May 2007

In particular, the Securities and the Guarantees and, in the case of Physical Delivery Warrants or Physical Delivery Certificates (each as
defined below) (together, the "Physical Delivery Securities"), the Entitlement (as defined herein) to be delivered upon the exercise (in the case
of Physical Delivery Warrants) or the redemption (in the case of Physical Delivery Certificates) of such Securities have not been, and will not
be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws and trading in
the Securities has not been approved by the Commodity Futures Trading Commission under the United States Commodity Exchange Act, as
amended. Neither Issuer has registered as an investment company pursuant to the United States Investment Company Act of 1940, as
amended (the "Investment Company Act"). Unless otherwise specified in the applicable Final Terms, the Securities are being offered and
sold pursuant to the registration exemption contained in Regulation S under the Securities Act. No Securities of such series, or interests
therein, may at any time be offered, sold, resold, traded, pledged, exercised, redeemed, transferred or delivered, directly or indirectly, in the
United States or to, or for the account or benefit of, a U.S. person (as defined in Regulation S under the Securities Act) and any offer, sale,
resale, trade, pledge, exercise, redemption, transfer or delivery made, directly or indirectly, within the United States or to, or for the account
or benefit of, a U.S. person will not be recognised. The Securities of such series may not be legally or beneficially owned at any time by any
U.S. person (as defined in the "Offering and Sale" section below) and accordingly are being offered and sold outside the United States to non-
U.S. persons in reliance on Regulation S.
Certain issues of Securities of BNPP only may also be offered and sold in the United States to (i) persons reasonably believed to be qualified
institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act ("Rule 144A") and (ii) certain accredited investors ("AIs") as
defined in Rule 501(a) under the Securities Act.
Each purchaser of U.S. Securities within the United States is hereby notified that the offer and sale of such Securities is being made in reliance upon
an exemption from the registration requirements of the Securities Act. For a description of certain further restrictions on offers and sales of the
Securities and on the distribution of this Base Prospectus, see "Offering and Sale" below.
U.S. Securities will, unless otherwise specified in the Final Terms, be sold through BNP Paribas Securities Corp., a registered broker-dealer. Hedging
transactions involving Physical Delivery Securities may not be conducted unless in compliance with the Securities Act. See "Terms and Conditions of
the Warrants" and "Terms and Conditions of the Certificates" below.
Securities related to a specified currency or basket of currencies, a specified commodity or basket of commodities, a specified interest rate or basket
of interest rates or a specified inflation index or basket of inflation indices] may not at any time be offered, sold, resold, held, traded, pledged,
exercised, redeemed, transferred or delivered, directly or indirectly, in the United States or to, by or for the account or benefit of, persons that are U.S.
persons as defined in Regulation S under the Securities Act or that are not non-United States Persons as defined in Rule 4.7 under the United States
Commodity Exchange Act, as amended.
The Securities are not insured by the Federal Deposit Insurance Corporation.
Application may be made for Securities issued under the Programme to be listed on the official list of the Luxembourg Stock Exchange and admitted
to trading on the Regulated Market or the EuroMTF Market (in each case, as defined below) operated by the Luxembourg Stock Exchange.
References in this Base Prospectus to the "Luxembourg Stock Exchange" (and all related references) shall include the Regulated Market and/or the
EuroMTF Market, as the case may be (as specified in the applicable Final Terms). In addition, references in this Base Prospectus to Securities being
"listed" (and all related references) shall mean that such Securities have been listed and admitted to trading on the Luxembourg Stock Exchange or, as
the case may be, an ISD Regulated Market (as defined below). The Luxembourg Stock Exchange's Regulated Market is a regulated market for the
purposes of the Investment Services Directive 93/22/EC (each such regulated market being an "ISD Regulated Market"). This Base Prospectus may
be used to list on the official list of the Luxembourg Stock Exchange and have admitted to trading Securities on the regulated market "Bourse de
Luxembourg" (the "Regulated Market") or the EuroMTF exchange regulated market (the "EuroMTF Market"), in each case of the Luxembourg
Stock Exchange, pursuant to the Programme. The Programme provides that Securities may be listed on such further or other stock exchange(s) as the
relevant Issuer may decide. The applicable Final Terms will specify whether or not Securities are to be listed and admitted to trading on the official
list of the Luxembourg Stock Exchange and/or any other stock exchange(s). Each Issuer may also issue unlisted Securities. Registered Warrants will
be unlisted.
English Law Warrants which are issued and transferred through Clearstream Banking, société anonyme ("Clearstream, Luxembourg") and/or
Euroclear Bank S.A./N.V. ("Euroclear"), la Sociedad de Gestión de los Sístemas de Registro, Compensación y Liquidación de Valores S.A.,
Unipersonal ("Iberclear"), and/or any other relevant clearing system ("Clearing System Warrants") will be represented by a global warrant (each a
"Clearing System Global Warrant"), which will be issued and deposited with a common depositary on behalf of Clearstream, Luxembourg and
Euroclear and/or any other relevant clearing system on the date of issue of the relevant Warrants. Registered English Law Warrants ("Registered
Warrants") will be represented by a registered global warrant (each a "Registered Global Warrant"), which will be issued and deposited with the
Registrar. Clearing System Warrants and warrants in definitive registered form ("Private Placement Definitive Warrants") will not be
exchangeable for Registered Warrants and Registered Warrants will not be exchangeable for Clearing System Warrants and Private Placement
Definitive Warrants. English Law Certificates which are issued and cleared through Clearstream, Luxembourg and Euroclear and/or any other
relevant clearing system will be represented by a global certificate (each a "Global Certificate"), which will be issued and deposited with a common
depositary on behalf of Clearstream, Luxembourg and Euroclear and/or any other relevant clearing system on the date of issue of the relevant
Certificates. Except as described herein, no definitive Securities will be issued. Each Clearing System Global Warrant, Registered Global Warrant,
and Global Certificate are each referred to as a "Global Security".
French Law Securities will be in bearer dematerialised form (au porteur) and will be inscribed (inscription en compte) in the books of Euroclear
France which shall credit the accounts of the Holders (as defined in "Terms and Conditions of the Warrants" and "Terms and Conditions of the
Certificates"). No physical document of title will be issued in respect of French Law Securities. French Law Securities have been accepted for
clearance through Euroclear France, Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system.
In the event that the Final Terms specify that Securities are eligible for sale in the United States (" U.S. Warrants" or U.S. Certificates", as the case
may be, and together, the "U.S. Securities"), (A) the Securities sold in the United States to QIBs within the meaning of Rule 144A will be
represented by one or more global Securities (each, a "Rule 144A Global Security") issued and deposited with (1) a custodian for, and registered in
the name of a nominee of, The Depository Trust Company ("DTC") or (2) a common depositary on behalf of Clearstream, Luxembourg or Euroclear
and/or any other relevant clearing system, (B) the Securities sold in the United States to AIs will be issued and registered in definitive form (each, a
"Private Placement Definitive Security") and (C) in either such case, Securities sold outside the United States to non-U.S. persons will be
represented by a one or more global Securities (each, a "Regulation S Global Security") issued and deposited with a common depositary on behalf
of Clearstream, Luxembourg and Euroclear and/or any other relevant clearing system. In the event that the Final Terms does not specify that
Securities are eligible for sale within the United States or to U.S. persons, the Securities offered and sold outside the United States to non-U.S.
persons will be represented by a Clearing System Global Warrant, a Registered Global Warrant or a Global Certificate, as the case may be. ]
The date of this Base Prospectus is 30 May 2007.

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30 May 2007

RESPONSIBILITY STATEMENT
Each of BNPP B.V. (in respect of itself) and BNPP (in respect of itself and BNPP B.V.) accepts responsibility for the
information contained in this Base Prospectus. To the best of the knowledge of each of BNPP B.V. and BNPP (who
have taken all reasonable care to ensure that such is the case), the information contained herein is in accordance with the
facts and does not omit anything likely to affect the import of such information.
Information contained in this Base Prospectus which is sourced from a third party has been accurately reproduced and,
as far as the relevant Issuer is aware and is able to ascertain from information published by the relevant third party, no
facts have been omitted which would render the reproduced information inaccurate or misleading. The relevant Issuer
has also identified the source(s) of such information.

3
30 May 2007

As at the date of this Base Prospectus BNPP B.V. is making public offers of Securities in Belgium, Spain, Greece and
Germany. Any investor in any of such public offers should note that if it has indicated acceptance of any such offer
prior to the date of publication of this Base Prospectus it has the right, within two working days of the date of such
publication, to withdraw such acceptance.
This Base Prospectus (together with supplements to this Base Prospectus from time to time (each a "Supplement" and
together the "Supplements") comprises a base prospectus for the purposes of (i) Article 5.4 of Directive 2003/71/EC
(the "Prospectus Directive") and (ii) the relevant implementing measures in the Grand Duchy of Luxembourg and, in
each case, for the purpose of giving information with regard to the Issuer. In relation to each separate issue of
Securities, the final offer price and the amount of such Securities will be determined by the Issuer and the relevant
Dealers in accordance with prevailing market conditions at the time of the issue of the Securities and will be set out in
the relevant Final Terms.
The applicable Final Terms will (if applicable) specify the nature of the responsibility taken by the relevant Issuer and,
if applicable, the Guarantor for the information relating to the underlying asset, index or other item(s) to which the
Securities relate which is contained in such Final Terms.
No person is authorised to give any information or to make any representation not contained in or not consistent with
this document or any other information supplied in connection with the Programme and, if given or made, such
information or representation must not be relied upon as having been authorised by BNPP B.V., BNPP or any manager
of an issue of Securities, including BNPP Securities Corp. (as applicable to such issue of Securities, each a
"Manager"). This document does not constitute, and may not be used for the purposes of, an offer or solicitation by
anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to
make such offer or solicitation and no action is being taken to permit an offering of the Securities or the distribution of
this document in any jurisdiction where any such action is required.
This document is to be read and construed in conjunction with any Final Terms and with all documents which are
deemed to be incorporated herein by reference (see "Documents Incorporated by Reference" below).
Warrants create options exercisable by the relevant holder or which will be automatically exercised as provided herein.
There is no obligation on the Issuer to pay any amount or deliver any asset to any holder of a Warrant unless the
relevant holder duly exercises such Warrant or such Warrants are automatically exercised and, where applicable, an
Exercise Notice is duly delivered. The Warrants will be exercisable in the manner set forth herein and in the applicable
Final Terms. In certain instances, the holder of a Warrant will be required to certify, inter alia (in accordance with the
provisions outlined in "Offering and Sale" below) that it is not a U.S. person or exercising such Warrant on behalf of a
U.S. person. Upon transfer, exchange or exercise of a U.S. Warrant (as defined above), the holder will, in certain
circumstances, be required to certify that the transfer, exchange or exercise, as the case may be, is being made to, or on
behalf of, a person whom the holder reasonably believes is not a U.S. person or is a QIB or an AI, as applicable, who
acquired the right to such transfer, exchange or the benefit of such exercise in a transaction exempt from the registration
requirements of the Securities Act. The proposed transferee may also be required to deliver an investment letter as a
condition precedent to such proposed transfer or exchange (in accordance with the provisions outlined in Condition
1(D) of the Terms and Conditions of the Warrants below).
Certificates shall be redeemed on each instalment and/or the redemption date by payment of one or more Cash
Settlement Amount(s) (in the case of Cash Settled Certificates) and/or by delivery of the Entitlement (in the case of
Physical Delivery Certificates). In order to receive the Entitlement, the holder of a Certificate will be required to submit
an Asset Transfer Notice and in certain circumstances to certify, inter alia (in accordance with the provisions outlined
in Condition 7(B)(1) of "Terms and Conditions of the Certificates"), that it is not a U.S. person or acting on behalf of a
U.S. person. Upon transfer or exchange of a U.S. Certificate (as defined below), the holder will, in certain
circumstances, be required to certify that the transfer or exchange, as the case may be, is being made to a person whom

4
30 May 2007

the transferor or exchangor reasonably believes is not a U.S. person or is a QIB or an AI, as applicable, who acquired
the right to such transfer or exchange in a transaction exempt from the registration requirements of the Securities Act.
The proposed transferee may also be required to deliver an investment letter as a condition precedent to such proposed
transfer or exchange (in accordance with the provisions outlined in Condition 1(C) of the Terms and Conditions of the
Certificates below).
The Securities of each issue may be sold by the relevant Issuer and/or any Manager at such time and at such prices as
the Issuer and/or the Manager(s) may select. There is no obligation upon the Issuer or any Manager to sell all of the
Securities of any issue. The Securities of any issue may be offered or sold from time to time in one or more transactions
in the over-the-counter market or otherwise at prevailing market prices or in negotiated transactions, at the discretion of
the Issuer.
Subject to the restrictions set forth herein, each Issuer shall have complete discretion as to what type of Securities it
issues and when.
No Manager has separately verified the information contained herein. Accordingly, no representation, warranty or
undertaking, express or implied, is made and no responsibility is accepted by any Manager as to the accuracy or
completeness of the information contained in this Base Prospectus or any other information provided by BNPP B.V.
and/or BNPP. The Managers accept no liability in relation to the information contained in this Base Prospectus or any
other information provided by BNPP B.V. and/or BNPP in connection with the Programme.
BNPP B.V. and BNPP have not investigated, and do not have access to information that would permit them to ascertain,
whether any company that has issued equity, debt or other instruments to which any U.S. Securities relate is a passive
foreign investment company for U.S. tax purposes. Prospective investors in any U.S. Securities that are U.S. taxpayers
should consult their own advisers concerning U.S. tax considerations relevant to an investment in such U.S. Securities.
Neither this Base Prospectus nor any other information supplied in connection with the Programme (i) is intended to
provide the basis of any credit or other evaluation or (ii) should be considered as a recommendation by BNPP B.V.,
BNPP or any Manager that any recipient of this Base Prospectus or any other information supplied in connection with
the Programme should purchase any Securities. Each investor contemplating purchasing any Securities should make its
own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of
BNPP B.V. and/or BNPP. Neither this Base Prospectus nor any other information supplied in connection with the
Programme constitutes an offer or an invitation by or on behalf of BNPP B.V. or BNPP or the Managers or any other
person to subscribe for or to purchase any Securities.
This Base Prospectus does not constitute an offer of, or an invitation by or on behalf of BNPP B.V., BNPP or any
Manager to subscribe for or purchase any securities. The delivery of this Base Prospectus does not at any time imply
that the information contained herein concerning BNPP B.V. or BNPP is correct at any time subsequent to the date
hereof or that any other information supplied in connection with the Programme is correct as of any time subsequent to
the date indicated in the document containing the same. No Manager undertakes to review the financial condition or
affairs of BNPP B.V. or BNPP during the life of the Programme. Investors should review, inter alia, the most recently
published audited annual non-consolidated financial statements of BNPP B.V. and/or the most recently published
audited annual consolidated financial statements and unaudited semi-annual interim consolidated financial statements of
BNPP, when deciding whether or not to purchase any Securities.
The distribution of this Base Prospectus and the offering of Securities in certain jurisdictions may be restricted by law.
Persons into whose possession this Base Prospectus comes are required by BNPP B.V., BNPP and each Manager to
inform themselves about and to observe any such restrictions.
In this Base Prospectus references to U.S.$ and U.S. dollars are to United States dollars and references to euro, and
EUR are to the currency introduced at the start of the third stage of European economic and monetary union pursuant to
the treaty establishing the European Community, as amended.

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30 May 2007

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

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30 May 2007

AVAILABLE INFORMATION
So long as any of the U.S. Securities are "restricted securities" within the meaning of Rule 144(a)(3) under the
Securities Act, and BNPP is not subject to and in compliance with Section 13 or 15(d) of the U.S. Securities Exchange
Act of 1934, as amended (the "Exchange Act"), nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder,
BNPP has undertaken to furnish to each Holder or beneficial owner of U.S. Securities and to any prospective purchaser,
any information required to be delivered under Rule 144A(d)(4) under the Securities Act.
FORWARD-LOOKING STATEMENTS
The sections of this Base Prospectus from, and including "BNP Paribas Group" to, but excluding, "Clearing Systems"
below, as well as the Information Statement (defined below) and the other documents incorporated by reference (such
sections being the "BNP Paribas Disclosure") contain forward-looking statements. BNP Paribas and the BNP Paribas
Group (being BNP Paribas together with its consolidated subsidiaries, the "Group") may also make forward-looking
statements in their audited annual financial statements, in their interim financial statements, in their offering circulars, in
press releases and other written materials and in oral statements made by their officers, directors or employees to third
parties. Statements that are not historical facts, including statements about the Bank's and/or Group's beliefs and
expectations, are forward-looking statements. These statements are based on current plans, estimates and projections,
and therefore undue reliance should not be placed on them. Forward-looking statements speak only as of the date they
are made, and the Bank and the Group undertake no obligation to update publicly any of them in light of new
information or future events.
PRESENTATION OF FINANCIAL INFORMATION
Most of the financial data presented, or incorporated by reference, in this Base Prospectus are presented in euros. The
Group began presenting its financial information in euros as of the advent of the euro on 1 January 1999.
The audited consolidated financial statements for the years ended 31 December 2006 and 31 December 2005 have been
prepared in accordance with IFRS. IFRS differs in certain significant respects from generally accepted accounting
principles in the United States ("U.S. GAAP"). For a narrative discussion of certain differences between IFRS and U.S.
GAAP with respect to the financial statements, see "Summary of Certain Differences Between IFRS and U.S. GAAP"
in the Information Statement incorporated by reference. The Group has made no attempt to quantify the impact of those
differences. In making an investment decision, investors must rely upon their own examination of the BNP Paribas
Group, the terms of any offering and the financial information. Potential investors should consult their own
professional advisors for an understanding of the differences between IFRS and U.S. GAAP, and how those differences
might affect the information herein. The Group's fiscal year ends on 31 December and references in the Information
Statement incorporated by reference herein to any specific fiscal year are to the twelve-month period ended 31
December of such year.
Prior to 1 January 2005, the Group prepared its financial statements in accordance with French generally accepted
accounting principles ("French GAAP"). The audited consolidated financial statements of the Bank and its
consolidated subsidiaries prepared under French GAAP, including the notes thereto, as of 31 December 2004 and 2003
and for the years then ended are also included in the Information Statement incorporated by reference herein. French
GAAP differs in certain significant respects from U.S. GAAP. For a narrative discussion of certain differences between
the French GAAP and U.S. GAAP with respect to the Group's audited consolidated financial statements prepared under
French GAAP, see "Summary of Certain Differences Between French GAAP and U.S. GAAP for the Years Ended 31
December 2004 and 2003 included in the Information Statement incorporated by reference herein.
In this Base Prospectus and any document incorporated by reference herein, all references to "billions" are references to
one thousand million. Due to rounding, the numbers presented throughout the BNP Paribas Disclosure may not add up
precisely, and percentages may not reflect precisely absolute figures.

7
30 May 2007

TABLE OF CONTENTS

Page
AVAILABLE INFORMATION......................................................................................................................................... 7
SUMMARY........................................................................................................................................................................ 9
RISK FACTORS .............................................................................................................................................................. 18
DOCUMENTS INCORPORATED BY REFERENCE ................................................................................................... 28
GENERAL DESCRIPTION OF THE PROGRAMME ................................................................................................... 32
FORM OF FINAL TERMS FOR WARRANTS.............................................................................................................. 33
TERMS AND CONDITIONS OF THE WARRANTS.................................................................................................... 55
ANNEX 1 ADDITIONAL TERMS AND CONDITIONS FOR INDEX WARRANTS................................... 99
ANNEX 2 ADDITIONAL TERMS AND CONDITIONS FOR SHARE WARRANTS ................................ 107
ANNEX 3 ADDITIONAL TERMS AND CONDITIONS FOR GDR WARRANTS..................................... 117
ANNEX 4 ADDITIONAL TERMS AND CONDITIONS FOR DEBT WARRANTS................................... 118
ANNEX 5 ADDITIONAL TERMS AND CONDITIONS FOR COMMODITY WARRANTS .................... 120
ANNEX 6 ADDITIONAL TERMS AND CONDITIONS FOR INFLATION INDEX WARRANTS........... 126
ANNEX 7 ADDITIONAL TERMS AND CONDITIONS FOR CURRENCY WARRANTS........................ 132
ANNEX 8 ADDITIONAL TERMS AND CONDITIONS FOR FUND WARRANTS .................................. 134
ANNEX 9 ADDITIONAL TERMS AND CONDITIONS FOR MARKET ACCESS WARRANTS ............ 138
FORM OF FINAL TERMS FOR CERTIFICATES....................................................................................................... 145
TERMS AND CONDITIONS OF THE CERTIFICATES............................................................................................. 171
ANNEX 1 ADDITIONAL TERMS AND CONDITIONS FOR INDEX CERTIFICATES............................ 211
ANNEX 2 ADDITIONAL TERMS AND CONDITIONS FOR SHARE CERTIFICATES........................... 220
ANNEX 3 ADDITIONAL TERMS AND CONDITIONS FOR GDR CERTIFICATES................................ 231
ANNEX 4 ADDITIONAL TERMS AND CONDITIONS FOR DEBT CERTIFICATES.............................. 232
ANNEX 5 ADDITIONAL TERMS AND CONDITIONS FOR COMMODITY CERTIFICATES ............... 234
ANNEX 6 ADDITIONAL TERMS AND CONDITIONS FOR INFLATION INDEX
CERTIFICATES ............................................................................................................................ 242
ANNEX 7 ADDITIONAL TERMS AND CONDITIONS FOR CURRENCY CERTIFICATES .................. 248
ANNEX 8 ADDITIONAL TERMS AND CONDITIONS FOR FUND CERTIFICATES ............................. 250
ANNEX 9 ADDITIONAL TERMS AND CONDITIONS FOR MARKET ACCESS CERTIFICATES ....... 254
USE OF PROCEEDS ..................................................................................................................................................... 261
FORM OF THE ENGLISH LAW GUARANTEE......................................................................................................... 262
FORM OF THE FRENCH LAW GUARANTEE .......................................................................................................... 266
DESCRIPTION OF BNP PARIBAS ARBITRAGE ISSUANCE B.V. ......................................................................... 269
BNP PARIBAS GROUP ................................................................................................................................................ 275
BOOK-ENTRY CLEARANCE SYSTEMS................................................................................................................... 276
book entry systems ......................................................................................................................................................... 276
TAXATION.................................................................................................................................................................... 280
EU DIRECTIVE ON THE TAXATION OF SAVINGS INCOME ............................................................................... 281
DUTCH TAXATION..................................................................................................................................................... 282
FRENCH TAXATION................................................................................................................................................... 285
LUXEMBOURG TAXATION....................................................................................................................................... 286
BELGIAN TAXATION ................................................................................................................................................. 287
SPANISH TAXATION .................................................................................................................................................. 290
ITALIAN TAXATION .................................................................................................................................................. 296
GERMAN TAXATION ................................................................................................................................................. 299
U.S. FEDERAL INCOME TAXATION ........................................................................................................................ 300
OTHER TAXATION ..................................................................................................................................................... 306
U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974.................................................................... 307
NOTICE TO PURCHASERS AND HOLDERS OF U.S. SECURITIES AND TRANSFER RESTRICTIONS .......... 309
OFFERING AND SALE ................................................................................................................................................ 317
GENERAL INFORMATION......................................................................................................................................... 326

8
30 May 2007

SUMMARY
This summary must be read as an introduction to this Base Prospectus. Any decision to invest in any Securities should
be based on a consideration of this Base Prospectus as a whole, including the documents incorporated by reference.
Following the implementation of the relevant provisions of the Prospectus Directive in each Member State of the
European Economic Area no civil liability will attach to any Responsible Persons in any such Member State in respect
of this Summary unless it is misleading, inaccurate or inconsistent when read together with the other parts of this Base
Prospectus. Where a claim relating to information contained in this Base Prospectus is brought before a court in a
Member State of a European Economic Area State, the plaintiff may, under the national legislation of the Member State
where the claim is brought, be required to bear the costs of translating this Base Prospectus before the legal
proceedings are initiated.
Words and expressions defined in "Risk Factors", in the applicable Conditions and in the applicable Final Terms shall
have the same meanings in this summary.
Issuers
BNP Paribas Arbitrage Issuance B.V. ("BNPP B.V.")
BNP
Paribas
("BNPP" or the "Bank", and together with its consolidated
subsidiaries, the "Group")
Guarantor
BNP Paribas
Description of BNPP B.V.
BNPP B.V. is a limited company under Dutch law. Its objects are, among
other things, to:
(i) borrow, lend out and collect monies, including but not limited to the
issue of the acquisition of debentures, debt instruments, financial
instruments such as, inter alia, warrants and certificates of any nature,
with or without indexation based on, inter alia, shares, baskets of
shares, stock exchange indices, currencies, commodities or futures on
commodities and to enter into related agreements; and
(ii) engage in industrial, financial and commercial activities of any nature,
and all other things as may be deemed incidental or conducive to the
attainment of its objects.
Description of BNPP
The Group (of which BNPP is the parent company) is one of the top global
players in financial services, conducting retail, corporate and investment
banking, private banking, asset management, insurance and specialised and
other financial activities throughout the world.

At 31 December 2006, the Group had consolidated assets of 1,140.3
billion and shareholders' equity (Group share including income for the
2006 fiscal year) of 49.5 billion.

The Group currently has long-term senior debt ratings of "Aa1" with stable
outlook from Moody's, "AA" with positive outlook from Standard and
Poor's and "AA" with stable outlook from Fitch Ratings. Moody's has also
assigned the Bank a Bank Financial Strength rating of "B" and Fitch
Ratings has assigned the Bank an individual rating of "A/B".
Description of the Programme
Warrant and Certificate Programme

9
30 May 2007

Risk Factors (Issuers)
There are certain factors that may affect each Issuer's ability to fulfil its
obligations under Securities issued under the Programme. These include the
following risk factors related to the Bank, its operations and its industry:
(i) Eight main categories of risks are inherent in the Bank's activities:

· Credit Risk;

· Market and Liquidity Risk;

· Asset-Liability Management Risk;

· Liquidity and Refinancing Risk;

· Insurance Underwriting Risk;

· Operational Risk;

· Compliance Risk; and

· Reputation Risk
(ii) Adverse market or economic conditions may cause a decrease in net
banking income or profitability.
(iii) The Bank may incur significant losses on its trading and investment
activities due to market fluctuations and volatility.
(iv) The Bank may generate lower revenues from brokerage and other
commission- and fee-based businesses during market downturns.
(v) A long term market decline can reduce liquidity in the markets,
making it harder to sell assets and possibly leading to material losses.
(vi) Significant interest rate variations could adversely affect the Bank's
net banking income or profitability.
(vii) A substantial increase in new provisions or a shortfall in the level of
previously recorded provisions could adversely affect the Bank's
results of operations and financial condition.
(viii) The Bank's competitive position could be harmed if its reputation is
damaged.
(ix) An interruption in or a breach of the Bank's information systems may
result in lost business and other losses.
(x) Unforeseen events can interrupt the Bank's operations and cause
substantial losses and additional costs.
(xi) The Bank is subject to extensive supervisory and regulatory regimes
in France, elsewhere in Europe, the U.S., the Asia Pacific region and
in the many countries around the world in which it operates;
regulatory actions and changes in regulatory regimes could adversely
affect the Bank's business and results.
(xii) The Bank's risk management policies, procedures and methods may
leave it exposed to unidentified or unanticipated risks, which could
lead to material losses.

10
30 May 2007