1 PROSPECTUS Dated 7 April 2011 EXANE FINANCE as Issuer Issue 300,000 ‘Exane Pleiade 5 Fund’ Warrants Issue Date: 9 March 2011 Issue Price: EUR 17.50 Expiration Date: 30 July 2015 Maturity Date: 7 August 2015 unconditionally and irrevocably guaranteed by EXANE DERIVATIVES This prospectus constitutes a prospectus (the "Prospectus") for the purposes of Article 5.3 of the Directive 2003/71/EC (the "Prospectus Directive") and the Luxembourg law on prospectuses for securities of 10 July 2005 implementing the Prospectus Directive in Luxembourg. An application has been filed with the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent authority under article 7 of the Luxembourg law relating to prospectuses for securities implementing the Prospectus Directive to approve this document as a prospectus for the purpose of the Prospectus Directive. An application has also been filed with the Luxembourg stock exchange (the "Luxembourg Stock Exchange") for the Warrants to be admitted to trading on the regulated market (the "Regulated Market") of the Luxembourg Stock Exchange and listing on the official list of the Luxembourg Stock Exchange. The Regulated Market or any other regulated market in a member state of the European Economic Area ("EEA") mentioned in this Prospectus is a regulated market for the purpose of the European directive 2004/39/EC. This Prospectus (together with the documents incorporated by reference) will be published on the website of the Luxembourg Stock Exchange (www.bourse.lu). Risk Warning Notice The Issuer draws the attention of the investors to the fact that the Warrants are specialised financial instruments designed for investors familiar with this type of instrument and, consequently the investors should have sufficient knowledge and experience of financial and business matters to evaluate the merits and risks of investing in a particular Warrant, as well as access to, and knowledge of, appropriate analytical tools to assess such merits and risks in the context of their financial situation. Warrants may not be an appropriate investment for investors who are unsophisticated with respect to applicable interest rates, currencies or formulas, or redemption, or other rights or options. For a more detailed description of the risks associated with an investment in the Warrants, investors should read the section of the Prospectus entitled "Risk Factors" hereinafter. Moreover, because of the nature of these instruments, the value of the Warrants could fluctuate significantly and result, under certain circumstances, in the partial or total loss of the initial investment. The attention of the public is drawn to the fact that the Warrants are automatically exercised upon expiration, Warrantholders need not to provide an exercise notice. 2 TABLE OF CONTENTS Documents incorporated by reference .....................................................................................................................3 Summary of the prospectus .....................................................................................................................................5 Risk factors ..............................................................................................................................................................9 Terms and conditions of the warrants ....................................................................................................................12 Information on the underlying assets of the warrant...............................................................................................22 Description of the Issuer.........................................................................................................................................23 Description of the Guarantor ..................................................................................................................................27 Conditions of the first demand guarantee of Exane Derivatives.............................................................................31 Tax treatment.........................................................................................................................................................33 Subscription, purchase and selling restrictions ......................................................................................................44 General information................................................................................................................................................46 Declaration of responsibility ...................................................................................................................................48 CFIN 543739 / ISIN code: FR0011020775 3 DOCUMENTS INCORPORATED BY REFERENCE The Prospectus should be read and construed in conjunction with the following documents that have been previously published and have been filed with the CSSF in its capacity as the competent Luxembourg authority for the purposes of the Prospectus Directive and the relevant implementing measures and that are incorporated in, and form part of, the Prospectus: • The financial statements of Exane Finance for the financial year ended 31 December 2008; • The financial statements of Exane Finance for the financial year ended 31 December 2009; • The half-yearly reports of Exane Finance as of 30 June 2010 (unaudited). • The financial statements of Exane Derivatives for the financial year ended 31 December 2008; • The financial statements of Exane Derivatives for the financial year ended 31 December 2009; • The half-yearly reports of Exane Derivatives as of 30 June 2010 (unaudited); The yearly financial statements of Exane Finance and Exane Derivatives have been audited, respectively, by Conseil Audit & Synthèse and Deloitte & Associés for Exane Finance and Mazars and Deloitte & Associés for Exane Derivatives. Copies of these documents may be obtained free of charge from the designated agencies of Exane SA and/or BNP Paribas Securities Services, Luxembourg Branch in their respective capacities as Principal Paying Agent and Paying Agent in Luxembourg. The documents incorporated by reference will be published on the website of the Luxembourg Stock Exchange (www.bourse.lu). Information contained in the documents incorporated by reference other than information listed in the cross reference list hereunder is for information purposes only. CFIN 543739 / ISIN code: FR0011020775 4 CROSS REFERENCE LIST IN RESPECT OF THE FINANCIAL INFORMATION RELATING TO EXANE FINANCE AS ISSUER AND TO EXANE DERIVATIVES AS GUARANTOR AS OF 31 DECEMBER 2008, 31 DECEMBER 2009 AND 30 JUNE 2010 Half-yearly reports 2010 Financial Statements 2008 Financial Statements 2009 (unaudited) Historical financial information a) Balance Sheet (asset and liabilities) Financial information in page 4 page 4 page 2 respect of EXANE FINANCE as b) Profit and Loss Account page 5 page 5 page 3 Issuer c) Cash Flow Statement page 10 page 10 page 8 d) Notes to the financial statements pages 6 to 10 pages 6 to 10 pages 4 to 8 Report of the statutory auditors pages 2 to 3 pages 2 to 3 Not applicable Half-yearly reports 2010 Financial Statements 2008 Financial Statements 2009 (unaudited) Historical financial information a) Balance Sheet (asset and liabilities) page 4 page 4 page 2 Financial information in respect b) Profit and Loss Account page 5 page 5 page 3 of EXANE DERIVATIVES as Guarantor c) Cash Flow Statement page 19 page 20 page 16 d) Notes to the financial statements pages 6 to 19 pages 6 to 20 pages 4 to 16 Report of the statutory auditors pages 1 to 3 pages 2 to 3 Not applicable 5 SUMMARY OF THE PROSPECTUS This summary must be read as an introduction to this Prospectus. Any decision to invest in any Warrants should be based on a consideration of this Prospectus as a whole, including the documents deemed to be incorporated by reference. Following implementation of the relevant provisions of the Prospectus Directive in each Member State of the European Economic Area, no civil liability will attach to the Issuer or to the Guarantor in any such Member State in respect of this summary, including any translation hereof, unless it is misleading, inaccurate or inconsistent when read together with the other parts of this Prospectus. Where a claim relating to information contained in this Prospectus is brought before a court in a Member State of the European Economic Area, 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 Prospectus before the legal proceedings are initiated. ¾ DESCRIPTION OF THE ISSUER: EXANE FINANCE Exane Finance is licensed by the Prudential Control Authority (Autorité de Contrôle Prudentiel - ACP) as a credit establishment (financial company (société financière)). In exercising its business, Exane Finance is subject to the control of the Prudential Control Authority (Autorité de Contrôle Prudentiel). This control concerns accounting reporting and prudential reporting based on the applicable CRBF regulations. More specifically, in terms of prudential reporting, ratios are calculated solely on a consolidated basis. Exane Finance therefore does not establish prudential reporting on an individual basis. Exane Finance is authorised to practise credit or guarantee operations in addition to its activities as an investment service provider in matters of proprietary trading, portfolio management for a third party, underwriting and dealing.