Twenty-third resolution

Twenty-third resolution

(Authorisation to be given to the Board to reduce the Bank's capital by the cancellation of shares)

The Extraordinary General Meeting, having reviewed the report of the Board of Directors and the Auditors' special report, authorises the Board of Directors pursuant to article L. 225- 209 of the Commercial Code to cancel, on one or several occasions, all or part of the BNP Paribas shares that the Bank currently holds or that it may acquire in accordance with the conditions laid down by the Ordinary General Meeting, provided that the number of shares cancelled does not exceed 10% of the total number of shares per period of twenty-four months, and to reduce the capital accordingly by debiting any difference between the price paid for the cancelled shares and their par value against additional paid-in capital or revenue reserves, including the legal reserve up to a limit of 10% of the amount of capital cancelled.

The Annual Meeting gives full powers to the Board of Directors to implement this authorisation, carry out all acts, formalities and declarations, including the amendment of the Articles of Association, and generally, do all that is necessary, with the possibility to sub-delegate such powers under the conditions set by law.

This authorisation cancels and replaces the authorisation granted under the sixteenth resolution of the Annual Meeting of 18 May 2005 and is granted for a period of 18 months as from the date of this Meeting.

Presentation of the resolution

In the twenty-third resolution, shareholders are asked to grant the Board authorisation for 18 months to cancel some or all of its treasury stock or shares acquired within the scope of the authorisation granted by the Ordinary General Meeting by reducing its capital by no more than 10% over a period of 24 months. This authorisation cancels and replaces the unused portion of any earlier authorisations to the same effect.