Sixteenth resolution

Sixteenth resolution

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

The Extraordinary Meeting, having reviewed the report of the Board of Directors and the Auditors' special report, authorises the Board of Directors pursuant to 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 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 Extraordinary Meeting gives full powers to the Board of Directors and, by delegation, to any person duly authorised by the Board to use this authorisation, and to sign any documents and carry out any and all formalities, including amending the Articles of Association, and to take any and all other action required to use this authorisation.

This authorisation is given for a period of eighteen months.

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

Presentation of the resolution

The sixteenth resolution concerns an eighteen-month authorisation to be given to the Board to cancel all or some of the shares held by the Bank or acquired under the authorisation given in the Annual General Meeting. The share cancellations would not have the effect of reducing the Bank's issued capital by more than 10% over any twenty-four month period. This authorisation would cancel and replace the unused portion of any earlier authorisations to the same effect.