Twenty-first resolution

(Amendment of the fourteenth resolution adopted by the Combined Annual Meeting of 18 May 2005: global limitation of authorisations regarding dividend rights and bonus shares)

The Extraordinary General Meeting, having reviewed the report of the Board of Directors and the Auditors' special report, resolves to amend the fourteenth resolution (Authorisation to grant stock options to corporate officers and certain employees) adopted by the Combined Annual Meeting of 18 May 2005, which is valid for 38 months as from such date, as follows:

Fourteenth resolution:

Paragraph 3 of the fourteenth resolution is amended as follows:

"The number of shares that may be subscribed or purchased through the exercise of outstanding options issued under this authorisation may not exceed 3% of the Bank's issued capital as of the date of this Meeting, it being specified that the number of bonus shares allocated under the fifteenth resolution of the Annual Meeting of 18 May 2005 (Authorisation to grant bonus shares to employees and corporate officers of BNP Paribas and related companies) will be deducted from this limit, which is set at 3% as a global limit applicable to this resolution and the fifteenth resolution."

Presentation of the resolution

In the twenty-first resolution, shareholders are asked to amend the fourteenth resolution adopted by the Annual Meeting of 18 May 2005, to give the Board of Directors a 38-month authorisation to grant options to purchase new or existing shares in the Bank, up to a maximum of 1.5% of the capital, i.e., 0.5% per year.
This is in keeping with the fifteenth resolution (Annual Meeting of 18 May 2005) under which the Board was also given a 38-month authorisation to allocate bonus shares within the limit of 1.5% of the capital, i.e., an average of 0.5% per year.

Both of these authorisations are intended to enable BNP Paribas to attract and retain key personnel and corporate officers by aligning their interests on those of shareholders.

Within this context, based on the formulae used in this respect, too many bonus shares would be granted, which moreover proves often less attractive for the Bank's non-resident personnel due to the tax treatment applicable, and the impact on the accounts would be greater given the adoption of IFRS standards. A balancing mechanism is therefore proposed to shareholders:

- by introducing a global limit for both measures of 3% of capital, i.e., an average of 1% per year,

- by retaining the limit of 1.5% applicable to the allocation of bonus shares over 38 months.

The Bank may therefore distribute additional stock-options and offset this measure by reducing the number of bonus shares allocated. This would have no impact on the global capital increases liable to be resolved by the Board.

Lastly (see presentation of the fifth resolution), shareholders are reminded that the Bank will buy back shares in order to neutralise the impact of issues to employees.
In view of the terms and conditions applicable to the allocation of stock-options, employees are provided with the same benefits as shareholders, in particular given that:

- since its inception, the Bank's stock-option plans have been subject to the achievement of a number of financial objectives and/or the performance of BNP Paribas shares based on a reference index; these conditions are set out in the Annual Report;

- the subscription or purchase price of shares will be calculated in accordance with the law, without the application of any discount (under law, a maximum discount of 20% may be applied).

None of these shares will carry additional dividend rights or double voting rights, as BNP Paribas applies the strict principle of one share = one vote = one dividend.