Twenty-fifth resolution

Twenty-fifth resolution

(Amendment of the Articles of Association with regard to the election of directors by employees)

The Extraordinary General Meeting, having heard the report of the Board of Directors, resolves to simplify the electoral procedures and, as a result, to amend chapter III, article 7, paragraph 2 of the Articles of Association as follows:

- new wording of paragraph 2 of article 7: "2/Of members of the Board representing BNP Paribas SA employees."

"The status of employee representatives on the Board and the related election procedures shall be governed by articles L. 225-27 to L. 225-34 of the Commercial Code, as well as the provisions of these Articles of Association.

There shall be two employee representatives on the Board of Directors, including one representing managerial staff and one representing the Bank's non managerial personnel.

These directors shall be elected by BNP Paribas SA's employees.

They shall be appointed for a three-year term.

Elections shall be organised by Management. The timetable and terms and conditions applicable to elections shall be drawn up by Management in agreement with the applicable unions such that the second round of elections can be held no later than fifteen days before the end of the term of office of the outgoing directors.

Each candidate shall be elected on a majority basis after two rounds held in each of the electoral colleges.

Each application shall include both the candidate's name and the name of a replacement, if any.

Applications may not be amended during the second round of elections.

The candidates must belong to the electoral college where they are standing for vote.

Applications that are not presented by a trade union representative from the Bank shall be submitted together with a document featuring the names and signatures of one hundred electors belonging to the electoral college where they are standing for vote."

Presentation of the resolution

The twenty-fifth resolution concerns the amendment of the Articles of Association with regard to the simplification of the elections of directors by employees. Essentially, the Articles must be harmonised in view of the reduction from three to two of the number of directors elected by employees (seventeenth resolution of the Annual Meeting of 18 May 2005), and be consistent with the terms of the Collective Bargaining Agreement.