Fourteenth resolution

The five other resolutions tabled at the Meeting are subject to the quorum and majority voting rules applicable to Extraordinary Meetings:

The purpose of the following two resolutions is to enable the Bank to attract and retain key personnel and officers, by granting them share and share equivalents representing a maximum of 3% of BNP Paribas SA's issued capital over a period of thirty-eight months, corresponding to an average of 1% per annum.

They follow the expiry of the twenty-first resolution of the Extraordinary Meeting of 23 May 2000, which authorised the Board of Directors to issue stock options exercisable for a maximum of 5% of the Bank's capital over five years, corresponding to 1% per annum. The fourteenth and fifteenth resolutions would therefore not lead to an increase in the previously authorised volume of shares issued, but the new issues may take two different forms, i.e. through granting stock options or issuing free shares. Both of these grant methods are aimed at aligning the interests of employees and shareholders.

As stated above in the explanation of the fifth resolution, the Bank intends to carry out share buybacks to neutralise the impact of employee share issues.

Fourteenth resolution

(Authorisation to grant stock options to corporate officers and certain employees)

The Extraordinary Meeting, having reviewed the report of the Board of Directors and the Auditors' special report, authorises the Board of Directors to grant, on one or several occasions, options exercisable for new BNP Paribas shares or existing shares acquired under share buybacks, to corporate officers and all or certain employees of BNP Paribas and related companies as defined in section L. 225-180 of the French Commercial Code.

This authorisation may be used on one or several occasions over a period of thirty-eight months as from the date of this Meeting.

The number of shares that may be subscribed or purchased through the exercise of outstanding options issued under this authorisation may not exceed 1.5% of the Bank's issued capital as of the date of this Meeting.

The exercise period of options granted may not exceed ten years as from their grant date.

By virtue of this authorisation, existing shareholders expressly waive their pre-emptive right to subscribe for shares issued on the exercise of these stock options.

The option exercise price will be set by the Board of Directors on the grant date in accordance with the applicable law, except that no discounts may be applied. The said price shall correspond to the average of the prices quoted for BNP Paribas shares over the 20 trading days preceding the grant of the stock options.

This price may only be adjusted if the Bank carries out a financial transaction during the exercise period. In such a case, BNP Paribas shall adjust the exercise price or number of shares purchased in accordance with the applicable law.

Full powers are given to the Board of Directors, under the conditions provided for above, to grant the afore-mentioned stock options, set the terms and conditions thereof in accordance with the applicable law and the Bank's Articles of Association, designate the beneficiaries, record the share issue(s) carried out pursuant to this authorisation, charge the share issuance costs against the related premiums, carry out any and all necessary formalities and to amend the Articles of Association to reflect the new capital amounts.

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

In accordance with section L. 225-129-6 of the Commercial Code, the Extraordinary Meeting confirms that the fifteenth resolution adopted by the Annual Meeting of 28 May 2004 authorising the Board of Directors to increase the Bank's capital in accordance with the conditions set out by section L. 443-5 of the French Labour Code, by issuing shares for subscription by participants in the Corporate Savings Plan, without pre-emptive subscription rights for existing shareholders, has been partially implemented and remains in effect under the terms and conditions set out in the afore-mentioned fifteenth resolution.

Presentation of the resolution

In the fourteenth resolution, shareholders are asked to authorise for a period of thirty-eight months the Board of Directors to grant stock options exercisable for existing or new BNP Paribas shares to corporate officers and certain employees of BNP Paribas and related companies. The number of shares subscribed or purchased under these stock options may not exceed a maximum of 1.5% of the Bank's issued capital at the close of this Meeting, which corresponds to less than 0.5% per annum. The conditions of this authorisation effectively align employee and shareholder interests primarily because:

- Since the Bank's creation, BNP Paribas stock option plans have been subject to the Group's realisation of certain financial targets, and to the performance of the BNP Paribas share in relation to a benchmark index - these conditions are detailed in the annual report;

- The option exercise price will be determined in accordance with the applicable laws. However, no discounts will be applied, despite the law permitting a maximum discount of 20%.

None of these shares will entitle their holders to an increased dividend or double voting rights, as BNP Paribas strictly applies the principle of "1 share = 1 vote = 1 dividend".