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Fifteenth resolution

Fifteenth resolution

(Authorisation to grant bonus shares to employees and corporate officers of BNP Paribas and related companies)

The Extraordinary Meeting, having reviewed the report of the Board of Directors and the Auditors' special report, in accordance with sections 225 et seq. of the Commercial Code:

- authorises the Board of Directors to grant, on one or several occasions, bonus shares from share buybacks carried out by the Bank or from new share issues to:

* BNP Paribas employees and corporate officers;
* employees and corporate officers of companies and economic interest groups in which BNP Paribas directly or indirectly holds 10% or more of share capital or voting rights;

The Board of Directors shall determine the beneficiaries of the bonus shares, the conditions of issuance of bonus shares and, where applicable, the basis for allocating the shares;

- resolves that the total number of bonus shares issued (either in the form of existing shares or newly-issued shares) may not exceed 1.5% of the Bank's issued capital as of the close of this Meeting, that the allocation of the shares to their beneficiaries shall only be definitive after a vesting period of at least two years, that the shares shall be subject to a compulsory two-year holding period as from the end of the vesting period, and that the Board of Directors shall be entitled to extend said vesting and holding periods;

- notes that, regarding bonus shares arising from new share issues, this resolution shall entail an increase in capital at the end of the vesting period paid up by capitalising retained earnings, income or additional paid-in capital, and the corresponding waiver by the shareholders of the portion of capitalised income, retained earnings or additional paid-in capital used for this purpose;

- resolves that the term of this authorisation will be thirty-eight months as from the date of this Meeting.

The Extraordinary Meeting grants full powers to the Board of Directors and, by delegation, to any person duly authorised by the Board subject to compliance with the law, to use the above authorisation and, in order to protect the rights of the beneficiaries, to adjust the number of bonus shares granted following any transactions that may have the effect of altering BNP Paribas issued capital; to determine the amount and nature of retained earnings, income or additional paid-in capital transferred to the capital account in the case of new share issues; to record any capital increases carried out in accordance with this authorisation; to amend the Articles of Association accordingly, and generally to do whatever is necessary to use this authorisation

tiret.jpgPresentation of the resolution

In the fifteenth resolution, the Board of Directors is seeking a thirty-eight month authorisation to grant free shares (new or existing BNP Paribas shares) to employees and corporate officers of the Bank and related companies, in accordance with the new provisions of the Commercial Code as published in the Official Journal on 31 December 2004. The total number of free shares granted will not exceed 1.5% of the Bank's issued capital at the close of this Meeting, corresponding to less than 0.5% per annum. The allocation of these free shares to their beneficiaries will only be definitive after a vesting period of at least two years and the shares will be subject to a compulsory two-year holding period as from the end of the said vesting period. The Board of Directors will be entitled to extend these vesting and holding periods and to determine the conditions and, where applicable, the criteria for allocating the free shares, subject to the regulations then in force, amongst these the application decree of the newly adopted law.

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