Obligation BNP Paribas SA 0% ( XS0268488730 ) en EUR

BNP Paribas SA

100 % ▼

Pays-bas

XS0268488730 ( en EUR )

03/11/2011 - Obligation échue

Prospectus brochure de l'obligation BNP Paribas XS0268488730 en EUR 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 EUR, avec le code ISIN XS0268488730, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 03/11/2011

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 (a "Base Prospectus") constitutes two base prospectuses: (i) the base prospectus for BNP Paribas Arbitrage Issuance B.V. and (ii) the base
prospectus for BNP Paribas, in each case in respect of this 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 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, 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 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 31 and 118 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 or other item(s) to which the Securities relate, the
exercise period or date (in the case of Warrants), the redemption date and whether they are interest bearing (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 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 17.
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

1

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
dire
or in
ctly, 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 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 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 Luxembourg Stock Exchange and/or any other stock exchange(s). Each Issuer may also issu unlis
e
ted 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. as operator of the Euroclear System ("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"), h
w ich 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
le
for sa 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 be lf of C
ha
learstream, 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 21 June 2006.

2

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

This Base Prospectus (together with supplements t this Base Pros
o
pectus 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 no cont
t
ained 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 below), 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 the redemption date by payment of the Cash Settlement Amount (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 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

4

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 conta ni
i ng 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.

5

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

AVAILABLE INFORMATION
So long as any of the U.S. Securities are "restricted securities" within the meaning of Rule 144(a)(3) under
the Securities Act, and 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 sectio b
ns eing 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 January 1,
1999.

6

The Group, like all companies with securities listed on European securities exchanges, was required by
European Union directives to adopt international financial reporting standards ("IFRS") as of January 1,
2005, with retroactive effect to January 1, 2004. Given that there are material differences between IFRS
applicable in 2004 ("2004 IFRS") and IFRS
EU-IFRS
applicable in 2005 ("
"), the Group's results for 2005
are not directly comparable to its results for 20 4
0 . For a summary of the material differences between 2004
IFRS and EU-IFRS, investors should refer to the audited consolidated financial statements as of December
31, 2005 and for the years ended December 31, 2005 and December 31, 2004 included in the Information
Statement incorporated by reference herein.
The audited consolidated financial statements as of December 31, 2005 and for the years ended December 31,
2005 and December 31, 2004 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 Material 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 o n
w
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 December 31, and references
in the Information Statement incorporated by reference herein to any sp c
e ific fiscal year are to the twelve-
month period ended December 31 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 December
31, 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 French GAAP and U.S. GAAP with respect to the Group's audited
consolidated financial statements prepared under French GAAP, see "Su m
m ary of Certain Differences
Between French GAAP and U.S. GAAP for the Years Ended December 31,
n
2004 a d 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
Disclosuremay not add up precisely, and percentages may not reflect precisely absolute figures.

7

TABLE OF CONTENTS
Page
SUMMARY ....................................................................................................................................................... 9
RISK FACTORS .............................................................................................................................................. 17
DOCUMENTS INCORPORATED BY REFERENCE.................................................................................... 26
GENERAL DESCRIPTION OF THE PROGRAMME ................................................................................... 30
FORM OF FINAL TERMS FOR WARRANTS .............................................................................................. 31
TERMS AND CONDITIONS OF THE WARRANTS .................................................................................... 49
FORM OF FINAL TERMS FOR CERTIFICATES ........................................................................................118
TERMS AND CONDITIONS OF THE CERTIFICATES ............................................................................. 143
USE OF PROCEEDS..................................................................................................................................... 215
FORM OF THE ENGLISH LAW GUARANTEE......................................................................................... 216
FORM OF THE FRENCH LAW GUARANTEE .......................................................................................... 219
DESCRIPTION OF BNP PARIBAS ARBITRAGE ISSUANCE B.V. .......................................................... 222
BNP PARIBAS GROUP ................................................................................................................................ 228
BOOK-ENTRY CLEARANCE SYSTEMS................................................................................................... 230
TAXATION.................................................................................................................................................... 235
U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974.................................................... 259
NOTICE TO PURCHASERS AND HOLDERS OF U.S. SECURITIES AND TRANSFER RESTRICTIONS
............................................................................................................................................................... 261
OFFERING AND SALE ................................................................................................................................ 269
GENERAL INFORMATION ......................................................................................................................... 275

8

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, by any investor. The Issuers may have civil liability in respect of this summary, if 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
European Economic Area State (an "EEA State"), the plaintiff may, under the national legislation of the EEA
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 debentures, share purchase
warrants, certificates of debt and other securities or debt
instruments, issue and acquire financial instruments of any
nature and 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 2005, the Group had consolidated assets of
1,258.1 billion and shareholders' equity (Group share
including income for the 2005 fiscal year) of 40.7 billion.

The Group currently has long-term senior debt ratings of "Aa2"

with stable outlook from Moody's, "AA" with stable 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
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

9

the Bank, its operations and its industry:

(i) Four main categories of risks are inherent in the Bank's
activities:
·
Credit Risk;
·
Market and Liquidity Risk;
·
Operational Risk; and
·
Insurance Risk.
(ii) Adverse market or economic conditions may cause a
dec e
r ase in net banking income or profitability.
(iii) The Bank may incur significant losses on its tr d
a ing and
investment activities due to market fluctua i
t ons and
volatility.
(iv) The Bank may generate lower revenues from brokerage
and other commission- and fee-based businesses during
market downturns.
(v) Protracted market de l
c ines can reduce liquidity in the
markets, making it harder to sell assets and possibly
leading to material losses.
(vi) Significant interest rate changes 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 inte r
r upt 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, t
he
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 cou d
l lead to material losses.
(xiii) The Bank's hedging strategies a
m y not prevent losses.
(xiv) The Bank may have difficulty in identifying and executing
acquisitions, which could materially harm the Bank's

10