Third resolution

Third resolution

(Appropriation of 2004 net income and dividend)

The Annual Meeting resolves to appropriate net income as follows:

	In Euros
Net income for the year	3,281,771,448.69
Retained earnings brought forward from prior years	7,114,262,360.48
Total	10,396,033,809.17
To the special Investment Reserve	46,102,393.00
To dividends	1,770,438,404.00
To unappropriated retained earnings	8,579,493,012.17
Total	10,396,033,809.17

The total dividend of EUR 1,770,438,404 to be paid to BNP Paribas shareholders corresponds to a dividend of EUR 2.00 per share with a par value of EUR 2.00. Full powers are given to the Board of Directors to credit dividends payable on shares held in treasury stock to unappropriated retained earnings.

In accordance with section 243 bis of the French General Tax Code, the total proposed dividend amount qualifies for the 50% reduction applicable to individual shareholders resident in France for tax purposes, as provided for by section 158-3 of the French General Tax Code.

The 2004 dividend will be payable as from 30 May 2005, in cash.

As required under section 47 of the Act of 12 July 1995 (Act 65-566), the Board of Directors informs the Annual Meeting that dividends paid for the last three years were as follows:

Par value of shares	Number of shares	Total dividend	Net dividend per share	"Avoir fiscal" tax credit	Total payout
2001    2,00	886,622,994	1.063,947,592.80	1.20	0.60	1.80
2002    2,00	895,879,824	1,075,055,788.80	1.20	0.60	1.80
2003    2,00	903,615,604	1,310,242,625.80	1.45	0.725	2.175

The Annual Meeting authorises the Board of Directors to deduct from unappropriated retained earnings, the amounts necessary to pay the above dividend on shares issued on the exercise of stock options prior to the ex-dividend date.

Pursuant to section 39 of the Amended Finance Act for 2004, the Annual Meeting authorises the Board of Directors to:

- transfer the sum of EUR 200 million from the special long-term capital gains reserve to other reserves, before 31 December 2005;

- transfer the sum of EUR 4,987,500, representing the exceptional tax levied on the amount thus transferred, from other reserves to unappropriated retained earnings, from which this tax was deducted as of 31 December 2004.

Presentation of the resolution

The third resolution deals with the appropriation of net income for the year, and the 2004 dividend. The total amount to be appropriated is EUR 10,396.034 million, made up of BNP Paribas SA's net income for the year of EUR 3,281.722 million plus EUR 7,114.262 million in retained earnings brought forward from prior years. The total dividend of EUR 1,770.439 million to be paid to BNP Paribas SA shareholders corresponds to a dividend of EUR 2.00 per share. The 2004 dividend will be paid as from 30 May 2005 in cash only. The Board of Directors is also recommending that EUR 46.102 million should be appropriated to the special Investment Reserve and the balance of EUR 8,579.493 million to unappropriated retained earnings.

This dividend is significantly higher than the dividend paid in 2004 (in relation to 2003 net income), representing an increase of 37.9% and outstripping the 28.8% growth in earnings per share. The payout rate has risen to 37.9% from 34.8% a year earlier.