Eighteenth resolution

Eighteenth resolution

(Charging against the authorised amount to be issued without pre-emptive subscription rights granted by this Meeting under the seventeenth resolution, of any issue made in consideration of unlisted shares tendered to BNP Paribas, within the limit of 10% of the capital)

The Extraordinary General Meeting, having heard the report of the Board of Directors and in accordance with article L. 225-147, paragraph 6, of the Commercial Code:

- grants the Board of Directors the powers required to increase the capital, on one or more occasions, in consideration of contributions in kind of capital interests or securities not admitted to trading on a regulated market in a country having adhered to the agreement on the European Economic Area or a member of the Organisation for Economic Co-operation and Development;

- sets the maximum amount of the capital increase liable to result from issues authorised by this resolution at 10% of the capital, which shall be deducted from the nominal limit of EUR 320 million for capital increases without pre-emptive subscription rights authorised under the seventeenth resolution of this Meeting;

- resolves that the number of ordinary shares issued by BNP Paribas in consideration of contributions in kind referred to in this resolution will be determined based on the unit price of the new shares issued and will be at least equal to the weighted average of prices on the last three trading days on the Eurolist by Euronext before the issue price is set, minus 5%);

- grants full powers to the Board of Directors to approve the valuation of contributions, record the completion thereof, deduct from additional paid-in capital, where necessary, all costs and expenses incurred in connection with the capital increase, deduct from additional paid-in capital the amounts to be allocated to the legal reserve and make the correlative amendments to the Articles of Association.
The powers thus granted to the Board of Directors will be valid for a period of 26 months from the date of this Meeting.

Presentation of the resolution

In the eighteenth resolution, shareholders are asked to charge against the authorised amount to be issued without pre-emptive subscription rights for which authorisation was granted by the Meeting under the seventeenth resolution, of any issue made in consideration of unlisted shares within the limit of 10% of the capital, in accordance with Order no. 2004-604 of 24 June 2004 reforming the regulations applicable to securities: this will increase BNP Paribas' negotiating power and is therefore favourable to shareholders.

Moreover, in spite of the flexibility provided for under the aforementioned Order, the issue price will not be calculated at the discretion of the Board; reference must be made to market conditions through the application of the formula set out in the seventeenth resolution (at least the weighted average of prices on the last three trading days on the Eurolist by Euronext before the subscription price of the capital increase is set, minus 5%).

This authorisation will have no impact on the global amount of capital increases which the Board may carry out without pre-emptive subscription rights, insofar as the budget set by shareholders will be deducted from the nominal limit authorised under the foregoing resolution.