BNP PARIBAS ARBITRAGE ISSUANCE B.V. - Notice of Request For Written Consent From The Holder of ZA108 Due 28 June 2021

Notice of Request For Written Consent From The Holder of ZA108 Due 28 June 2021

BNP Paribas Arbitrage Issuance B.V.
(Incorporated in the Netherlands)
JSE Stock Code: ZA108
ISIN: ZAE000217279
Series: EI1392SAD

NOTICE OF REQUEST FOR WRITTEN CONSENT FROM THE HOLDER OF
BNP PARIBAS ARBITRAGE ISSUANCE B.V.’s ZAR500,000,000 INDEX
LINKED REDEMPTION NOTES DUE 28 JUNE 2021


1.   This notice of request for consent (this “Consent Request”) is delivered
     by BNP Paribas Arbitrage Issuance B.V. (the “Issuer”) to the holder of
     the Notes (the “Holder”) issued under the Issuer’s Note, Warrant and
     Certificate Programme pursuant to a base prospectus dated 9 June
     2015, as supplemented from time to time (the “Base Prospectus”) read
     together with the JSE Placement Document dated 21 November 2013,
     as amended and/or supplemented from time to time (the “JSE
     Placement Document”), in accordance with Condition 7 (Notices) of the
     section headed “Additional Terms and Conditions” in the JSE Placement
     Document (the “Additional Terms and Conditions”) for purposes of
     obtaining the Holder’s written consent to amend and restate the Pricing
     Supplement of the Notes issued under Stock Code ZA108 dated 8 June
     2016 relating to the ZAR 500,000,000 Index Linked Redemption Notes
     linked to BNP Paribas Multi-Asset Diversified Vol 8 EUR Global Index
     in Quanto ZAR due 28 June 2021 (the “Notes”), Series EI1392SAD (the
     “Initial Pricing Supplement”).

2.   Capitalised terms used herein which are not otherwise defined shall
     bear the meaning ascribed thereto in the Additional Terms and
     Conditions.

3.   The Issuer seeks the Holder’s consent in accordance with Condition 6.2
     (Amendment of these Additional Terms and Conditions) of the
     Additional Terms and Conditions to:

     3.1   waive the requirement that the Holder be given at least 21
           (twenty one) calendar days notice in terms of Condition 6.1.6
           (Notice) of the Additional Terms and Conditions before the Issuer
           can request that the Holder provide its consent to the proposal
           set out below; and
        3.2   amend and restate the Initial Pricing Supplement relating to the
              Notes, by replacing the current definition of “Gearing” in
              paragraph 53 with the words “means 500 per cent.”

     4. The Holder is requested to provide its consent by completing the
        Consent Notice (available on request from the South African Transfer
        Agent) and delivering the same to the registered office of the relevant
        CSD Participant that provided said Holder with the Consent Request
        and providing a copy thereof to Pierre-Marie Roberts at BNPP CIB
        Solutions Structuring, pierre-marie.robert@uk.bnpparibas.com and the
        Issuer for the attention of David Blofeld or Jeremy Roycroft at BNP
        Paribas          at         david.blofeld@uk.bnpparibas.com           or
        jeremy.roycroft@uk.bnpparibas.com by no later than 17h00 on 23 June
        2016 in accordance with the terms and conditions of the Consent
        Notice. The relevant CSD Participant will then notify Strate Proprietary
        Limited of the total number of Consent Notices received, both in favour
        and not in favour of the proposed amendment.

5.      The changes marked-up against the Initial Pricing Supplement and the
        Consent Notice are available on request from the South African
        Transfer Agent. Requests for copies of these documents should be sent
        to Charmaine Jacobs at Computershare Investor Services Proprietary
        limited, Charmaine.Jacobs@computershare.co.za and by telephone at
        +27 011 370 5000.

6.      This Consent Request is being delivered to the JSE Limited in
        accordance with Condition 6.2 (Amendment of these Additional Terms
        and Conditions) of the Additional Terms and Conditions as read with
        Condition 7 (Notices) of the Additional Terms and Conditions.

7.      This Consent Request shall be governed and construed in accordance
        with the laws of England and nothing in this notice shall be construed
        as a waiver of any rights we may have with respect to the Notes.

8.      For further information on the Notes issued please contact:

        Michael Schneider      BNP            Tel:(+33)140 1496 15

Johannesburg
20 June 2016
Debt Sponsor
The Standard Bank of South Africa Limited

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