Twenty-second resolution

Twenty-second resolution

(Authorisation to be given to the Board of Directors to increase the capital via the issue of shares reserved for the members of the Corporate Savings Plan)

The Extraordinary General Meeting, having reviewed the report of the Board of Directors and the Auditors' special report, and in accordance with articles L. 443-5 of the Employment Code and L. 225-129-2, L. 225-129-6 and L. 225-138-1 of the Commercial Code, authorises the Board of Directors to increase the Bank's capital, on one or more occasions at its own discretion, by a maximum par value of EUR 36 million, via the issue of shares reserved for the members of the Corporate Savings Plan.

The shares issued under this authorisation will be offered at a discount of 20% to the average of the prices quoted for BNP Paribas shares over the 20 trading days preceding the date of the decision made by the Board of Directors to open the subscription period. At the time of the issue(s) carried out under this authorisation, the Board of Directors may reduce this discount on a case-by-case basis where required due to tax, labour or accounting rules and regulations applicable in certain countries where participating BNP Paribas Group companies or entities carry out their operations. The Board of Directors may also resolve to grant bonus shares to the subscribers of new shares, instead of the discount and/or as part of the Bank's contribution.

Within the scope of this authorisation, the Annual Meeting resolves to eliminate the shareholders' pre-emptive right to subscribe for the shares to be issued in favour of the members of the Corporate Savings Plan.

This authorisation will be valid for a period of 26 months as from the date of this Meeting.

The Annual Meeting gives full powers to the Board of Directors to implement this authorisation, within the limits and under the conditions set out above, with the possibility to sub-delegate such powers to the Chief Executive Officer or, with the latter's consent, to one or more Chief Operating Officers, under the conditions provided for in article L. 225-129-4 of the Commercial Code, in order to:

- determine the companies and groups whose employees may subscribe;

- set the conditions of seniority applicable to subscribers of new shares and, under the conditions set by law, the time granted to subscribers to pay in these shares;

- determine whether shares may be subscribed directly or through an investment trust or other structures authorised under the applicable laws and regulations;

- set the subscription price of the new shares;

- fix the amount of each issue, the duration of the subscription period, the date from which the new shares will carry dividend and voting rights, and generally all other terms and conditions of issue;

- place on record each capital increase based on the aggregate par value of the subscribed shares;

- carry out all related formalities and amend the Articles of Association to reflect the new capital;

- at the Board's sole discretion, after each share issue, charge the share issuance costs against the related premium and deduct from the premium the sum required to raise the legal reserve to one-tenth of the new capital;

- generally, take any and all measures to effect the capital increases, in full compliance with the applicable laws and regulations

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

Presentation of the resolution

The 1987 privatisation of Paribas and the 1993 privatisation of BNP created an opportunity for many employees to become shareholders of their bank, offering them a powerful incentive to perform well. Most of the employees invested through the Corporate Savings Plan which is open to all members of staff. Payments into the plan are inaccessible for a period of five years. There is one subscription period per year in accordance with the conditions set down by law.

At 31 December 2005, employees held 4.11% of the Bank's capital through the Corporate Savings Plan, compared with 3.79% at the end of 2004. In 2005, 5,000,000 shares were created in this respect (0.60% of the capital). However, taking into account shares bought back from employees at the end of the five-year holding period, the net income in the proportion of capital held by employees was reduced by almost half, to 0.32%. This holding was diluted when the rights issue was made with regard to the acquisition of BNL, as mutual funds do not have any liquidities: accordingly, employees now only hold 3.66% of the Bank's capital.

None of these shares carry additional dividend rights or double voting rights. Each of the funds under the Corporate Savings Plan is managed by a Supervisory Board, made up of elected employee representatives who are by nature independent from the BNP Paribas Group's management. The Chairman of each Supervisory Board votes autonomously, in person, at the Bank's Annual Meeting: no powers are granted to the Chairman of BNP Paribas.

With the aim of bolstering employee involvement in the Bank's development and the value creation process the shareholders are asked, in the twenty-second resolution, to authorise the Board for a period of twenty-six months to increase the Bank's capital within the limit of EUR 36 million, via the issue of shares reserved for members of the Corporate Savings Plan of the Bank and some of its subsidiaries; this authorisation will give rise to the elimination of pre-emptive subscription rights. The sum of EUR 36 million represents the creation of 18 million shares, i.e., approximately 1.95% of the Bank's existing capital, or less than 1% per year on average; shareholders are then informed (see presentation of the fifth resolution), that the Bank will buy back shares in order to neutralise the impact of share issues for employees. This authorisation will cancel and replace any existing authorisations to the same effect.