Fourth resolution

Fourth resolution

(Auditors' special report on the transactions and agreements governed by article L. 225-38 of the French Commercial Code approved in advance, including those between the Bank and its directors and officers, and between Group companies with common corporate officers)

The Ordinary General Meeting notes the terms of the Auditors' special report on transactions and agreements governed by article L. 225-38 of the French Commercial Code and approves the transactions and agreements entered into during the year, as approved in advance by the Board of Directors and as mentioned in said report.

Presentation of the resolution

In the life of any company, especially one that represents the cornerstone of a group, it is common for agreements to be entered into directly or indirectly between that company and other entities with common directors, between the company and its directors, or with shareholders owning more than 10% of the company's capital. Under article L.225-38 et seq. of the French Commercial Code, these agreements must be authorised in advance by the Board of Directors and subsequently approved by the General Meeting of shareholders on the basis of a special report prepared by the Auditors. This approval is the subject of the fourth resolution.

For BNP Paribas, the only such regulated agreement entered into during 2006 was the shareholders' pact concerning Galeries Lafayette set up within the scope of the link-up between BNP Paribas and the Galeries Lafayette Group in 2005.