Twenty-second resolution

Twenty-second resolution

(Authorisation to grant stock options to corporate officers and certain employees)

Having read the report of the Board of directors and the statutory auditors' special report, the Extraordinary Meeting authorises the Board of directors to grant, on one or more occasions, stock options for the subscription of new BNP Paribas shares or the purchase of existing shares acquired under share buybacks, to corporate officers and certain employees of BNP Paribas and related companies as defined in article L. 225-180 of the French commercial code.

The Board of directors may use this authorisation, on one or more occasions, over a period of thirty-eight months as from the date of this Meeting.

The total number of stock options granted pursuant to this authorisation and as yet unexercised may not grant entitlement to subscribe or purchase a number of shares representing over 3% of the capital of BNP Paribas at the date of the Board of directors’ decision to grant the stock options, it being specified that the total number of shares awarded pursuant to the authorisation granted by the Extraordinary General Meeting in its twenty-first resolution shall be offset against this 3% ceiling, which is an aggregate ceiling applicable to both this resolution and the twenty-first resolution.

The exercise period for the stock options granted may not exceed ten years as from their grant date by the Board of directors.

The shareholders expressly waive their pre-emptive rights to subscribe for shares issued on the exercise of these stock options, in favour of the beneficiaries of the stock options.

The option exercise price will be set by the Board of directors on the grant date, in accordance with the applicable legal provisions, except that no discounts may be applied. The exercise price shall be determined by reference to the average of the prices quoted for BNP Paribas shares over the twenty trading days preceding the grant of the stock options.

This price may only be adjusted if the Bank carries out a financial transaction during the stock option exercise period. In such a case, BNP Paribas shall take the necessary steps to protect the beneficiaries of stock options in accordance with the provisions laid down by law.

Full powers are given to the Board of directors acting under the above conditions, with the possibility to delegate under the conditions provided for by law, to grant the stock options, set the terms and conditions thereof in accordance with the applicable law and the Bank's articles of association, designate the beneficiaries thereof, record the capital increase(s) carried out pursuant to this authorisation, charge the share issuance costs against the related premiums and deduct from the premiums the necessary sums to be allocated to the legal reserve, carry out all the necessary formalities in this respect and amend the article of the articles of association to reflect the new capital.

This authorisation cancels and replaces the unused portion of any earlier authorisations to the same effect.

Presentation of the resolution

In the twenty-second resolution, shareholders are asked to authorise the Board of directors for a period of thirty-eight months to grant stock options exercisable for existing or new BNP Paribas shares to corporate officers and certain employees of BNP Paribas and related companies. The number of shares subscribed or purchased under these stock options may not exceed 3% of the Bank's issued capital at the date of the Board of directors’ decision to grant the stock options (which corresponds to less than 1.0% per annum). It is specified that:

* this amount is an aggregate ceiling applicable to the grants under both the twenty-first and the twenty-second resolutions;

* the specific ceiling of 1.5% over a thirty-eight-month period applicable to free share awards will continue to apply.

The terms and conditions for implementation of this authorisation effectively align employee and shareholder interests primarily because:
- since the Bank's creation, BNP Paribas stock option plans have been subject to the Group's achievement of certain financial targets, and/or to the performance of the BNP Paribas share in relation to a benchmark index ;
- these conditions are detailed in the annual report;
- the option exercise price will be determined in accordance with the applicable laws. However, no discounts will be applied, despite the law permitting a maximum discount of 20%.