Microsoft word - 120327 ce3136gi po belg 25 shares_final_amended_clean.doc

BNP Paribas Arbitrage Issuance B.V.
(incorporated in The Netherlands) BNP Paribas
Up to 20,000 EUR “Stellar” Certificates relating to a basket of 25 Shares
due 13 July 2018
ISIN Code: XS0762341161
BNP Paribas Arbitrage S.N.C.
The Securities are offered to the public in the Kingdom of Belgium from 27 March 2012 to 25 May 2012
The Base Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that, except
as provided in sub-paragraph (ii) below, any offer of Securities in any Member State of the European Economic Area which
has implemented the Prospectus Directive (each, a "Relevant Member State") will be made pursuant to an exemption
under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a
prospectus for offers of the Securities. Accordingly any person making or intending to make an offer of the Securities may
only do so:
in circumstances in which no obligation arises for the Issuer or any Manager to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer; or in those jurisdictions mentioned in Paragraph 44 of Part A below, provided such person is one of the persons mentioned in Paragraph 44 of Part A below and that such offer is made during the Offer Period specified for such purpose therein. Neither the Issuer nor any Manager has authorised, nor do they authorise, the making of any offer of Securities in any other circumstances. The expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD
Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing
measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.
Investors should note that if a supplement to or an updated version of the Base Prospectus referred to below is published at
any time during the Offer Period (as defined below), such supplement or updated base prospectus, as the case may be, will
be published and made available in accordance with the arrangements applied to the original publication of these Final
Terms. Any investors who have indicated acceptances of the Offer (as defined below) prior to the date of publication of
such supplement or updated version of the Base Prospectus, as the case may be, (the "Publication Date") have the right
within two working days of the Publication Date to withdraw their acceptances.

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base
Prospectus dated 7 June 2011, the First Supplement to the Base Prospectus dated 19 August 2011, the Second
Supplement to the Base Prospectus dated 14 September 2011, the Third Supplement to the Base Prospectus dated 10
November 2011, the Fourth Supplement to the Base Prospectus dated 13 December 2011 and the Fifth Supplement to the
Base Prospectus dated 20 February 2012 which together constitute a base prospectus for the purposes of Directive
2003/71/EC (the "Prospectus Directive") as amended (which includes the amendments made by Directive 2010/73/EU
(the “2010 PD Amending Directive”) to the extent that such amendments have been implemented in a relevant Member
State). This document constitutes the Final Terms of the Securities described herein for the purposes of Article 5.4 of the
Prospectus Directive and must be read in conjunction with such Base Prospectus as so supplemented. 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 as so supplemented. The Base Prospectus is available for
viewing on the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten - AFM) website
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.

The following terms apply to each series of Securities:
(b) The Securities are Share Securities. The Certificates are “Stellar” Certificates. The provisions of Annex 2 (Additional Terms and Conditions for Share Securities) shall apply. The applicable Business Day Centre for the purposes of the definition of "Business Day" in Condition 1 is TARGET2. Settlement will be by way of cash payment (Cash Settled Securities).
The Issuer does not have the option to vary settlement in respect of the Securities. (b) Variation of Settlement of Physical Not applicable. Euro ("EUR").
The Securities will be distributed on a non-syndicated basis. BNP Paribas Arbitrage S.N.C. 8 rue de Sofia, 75018 Paris, France. PRODUCT SPECIFIC PROVISIONS
The Securities relate to an equally weighted basket composed of 25 ordinary shares, or, if so indicated in the table below in the column Share Company, another share type in the share capital of the relevant Share
Company (each an “Underlying Sharen“ and together the “Basket of
For the purposes of these Conditions each Underlying Share n shall be
deemed to be a Sharen.
Underlying Share n
Share Company
Bloomberg Code ISIN Code
Share Currency
* "GBp" means the lawful currency of the United Kingdom, the relevant amount being expressed in pennies (one hundredth of a pound) The weighting to be applied to each item comprising the Basket of Shares to ascertain the Settlement Price is 1/25. Each such Weighting shall be subject to adjustment in acccordance with Annex 2 - Additional Terms and Conditions for Share Securities. 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. 36. Optional Additional Disruption Events: (a) The following Optional Additional Disruption Events apply to the Securities: Increased Cost of Hedging, Insolvency Filing. (b) Delayed Redemption on Occurrence of an Additional Disruption Event and/or Optional Additional Disruption Event: Not applicable. PROVISIONS RELATING TO WARRANTS

40. Provisions relating to Certificates: (a) Notional Amount of each Certificate: The Certificates are not Partly Paid Certificates. calculating Rate(s) of Interest and Interest Amount(s) (if not the Calculation Agent): The Calculation Agent will determine the coupon in such circumstances by reference to Formula is by reference to such sources as it deems appropriate. 15 July 2013 (t=1), 14 July 2014 (t=2), 13 July 2015 (t=3), 13 July 2016 (t=4), 13 July 2017 (t=5) and the Redemption Date (t=6). 15 July 2013 (t=1), 14 July 2014 (t=2), 13 July 2015 (t=3), 13 July 2016 (t=4), 13 July 2017 (t=5) and the Redemption Date (t=6). On the relevant Interest Valuation Datet , an Interest Amount calculated
as follows will be paid on the corresponding Interest Payment Datet per
N x Max [ 1.50%; StellarPerft ]

N is the Notional Amount of each Certificate (see §40(a));
StellarPerft =
Share n, t is the official Closing Price of each Underlying Sharen on the
Interest Valuation Datet ;
Share n, 0 is the official Closing Price of each Underlying Sharen on the
Strike Date;
Closing Price is the Settlement Price.
1 July 2013 (t = 1), 30 June 2014 (t = 2), 29 June 2015 (t = 3), 29 June 2016 (t = 4), 29 June 2017 (t = 5) and the Redemption Valuation Date (t = 6). (xvi) Other terms or special Not applicable. (p) Futures Linked Interest Certificates: The Certificates are not Instalment Certificates. 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 calculated as follows: N is the Notional Amount of each Certificate (see §40(a)).
(a) Eligibility for sale of Securities in The Securities are not eligible for sale in the United States to AIs. (b) Eligibility for sale of Securities in The Securities are not eligible for sale in the United States under Rule (c) Eligibility for sale of Securities in the United States to QIBs within the The Securities are not eligible for sale in the United States to persons meaning of Rule 144A who are also QPs within the meaning of the Investment Company Act: An offer of Securities may be made by the Manager and Argenta Banque
d’Épargne SA (the “Distributor”) (together with the Manager, the
Financial Intermediaries”) other than pursuant to article 3(2) of the
Prospectus Directive in the Kingdom of Belgium (“Public Offer
”) during the period from 27 March 2012 until 25 May 2012
(“Offer Period”). See further Paragraph 8 of Part B below.

Purpose of Final Terms

These Final Terms comprise the final terms required for issue and public offer in the Public Offer Jurisdiction of the
Securities described herein pursuant to the BNP Paribas, BNP Paribas Arbitrage Issuance B.V. Warrant and Certificate
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. The information
included in Part B (the "Other Information") consists of extracts from or summaries of information that is publicly available
in respect of the Shares. The Issuer confirms that such information has been accurately reproduced and that, so far as it is
aware and is able to ascertain from information published by Share Companies, no facts have been omitted which would
render the reproduced inaccurate or misleading.
Signed on behalf of BNP Paribas Arbitrage Issuance B.V. By: .Céline DOFFÉMONT. Duly authorised PART B - OTHER INFORMATION

1. Listing and Admission to trading

2. Ratings
The Securities to be issued have not been rated.
3. Risk Factors
As stated in the Base Prospectus.
4. Interests of Natural and Legal Persons Involved in the Offer
Save as discussed in "Risk Factors" in the Base Prospectus, so far as the Issuer is aware, no person involved in the offer of
the Securities has an interest material to the offer.
5. Reasons for the Offer, Estimated Net Proceeds and Total Expenses
The net proceeds from the issue of Securities will become part of the general funds of the Issuer. Such proceeds may be used to maintain positions in options or futures contracts or other hedging instruments. The estimated net proceeds are not available. The estimated total expenses are not available.
6. Performance of Underlying/Formula/Other Variable, Explanation of Effect on Value of Investment and Associated
Risks and Other Information concerning the Underlying

The “Stellar” Securities are denominated in EUR and are scheduled to be redeemed 6 years after their issue.
The Securities offer the investor the opportunity to receive an Interest Amount (as described in § 40(f) and (i) Part A).
If neither early redeemed nor purchased and cancelled, the Securities offer the possibility to receive on the Redemption
Date a Cash Settlement Amount pursuant to the provisions detailed in § 40(u) Part A.
The Securities are capital-protected at maturity; accordingly, investors should be aware that they are likely to receive
less than the nominal value of the Securities if the Securities are sold prior to maturity.
Any secondary market price an investor may be able to get for the Securities will depend upon market conditions and may
be subject to significant fluctuations.
Over the same time period, the yield of the Securities may be inferior to the yield of a market-neutral-risk investment.
Place where information on the Underlying Sharen can
Website :
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Source of information relating to the Underlyings: Past and future performances of the Shares are available on the website of the Exchange where the Shares are listed and its volatility are available on Bloomberg pages set out in Part A §23(a). The Issuer does not intend to provide post-issuance information.

7. Operational Information

8. Terms and Conditions of the Public Offer

Conditions to which the offer is subject: The Issuer reserves the right to withdraw the offer of the Securities at any time on or prior to the Offer End Date (as defined below). For the avoidance of doubt, if any application has been made by a potential investor and the Issuer exercises such a right, each such potential investor shall not be entitled to subscribe or otherwise acquire the Securities. From, on or about 27 March 2012 to, and including, 25 May 2012, or such
earlier date as the Issuer determines as notified on or around such earlier
date by loading the following link: (the "Offer End
Details of the minimum and/or maximum amount Minimum subscription amount per investor: EUR 2,500. of application: Maximum subscription amount per investor: Up to EUR 50,000,000. Description of possibility to reduce subscriptions and manner for refunding excess amount paid Details of the method and time limits for paying The Securities are cleared through the clearing systems and are due to Manner in and date on which results of the offer Publication by loading the following link: on or are to be made public: Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised: Categories of potential investors to which the Retail, private and institutional investors. Process for notification to applicants of the In the case of over subscription, allotted amounts will be notified to amount allotted and indication whether dealing applicants by loading the following link: on or around 2 July 2012. No dealing in the Securities may be done before any such notification is made. In all other cases, allotted amounts will be equal to the amount of the application, and no further notification shall be made. In all cases, no dealing in the Securities may begin prior to the Issue Date. Amount of any expenses and taxes specifically
9. Placing and Underwriting
Name(s) and address(es), to the extent known to the issuer, of the places in the various Name and address of the co-ordinator(s) of the global offer and of single parts of the offer: Name and address of any paying agents and depository agents in each country (in addition to Not applicable. the Principal Paying Agent): Entities agreeing to underwrite the issue on a firm commitment basis, and entities agreeing to Not applicable. place the issue without a firm commitment or under "best efforts" arrangements: When the underwriting agreement has been or
10. Yield
Not applicable.
11. Historic Interest Rates
Not applicable.


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