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Fifth resolution

Fifth resolution

(Issuance of bonds and equivalents and other debt securities)

The Annual Meeting authorises the Board of Directors to issue, in France and abroad, any and all types of debt securities, including subordinated notes, equity notes and perpetual bonds but excluding money market securities as defined in sections L. 213-1 et seq. of the Monetary and Financial Code, denominated in euro, in foreign currency or in any monetary unit determined by reference to a basket of currencies. The securities may be issued on one or several occasions, at the Board's discretion, provided that the aggregate face value of the issues does not exceed €30 billion or the equivalent in foreign currency or monetary units. The securities may be secured by mortgage or other collateral or be unsecured.

The Board shall have full powers to determine the type of securities to be issued, the amounts and timing of the issues, the interest rate and other terms and conditions of issue and repayment. The Annual Meeting gives full powers to the Board of Directors and, by delegation, to the Chairman or one of the Directors, to carry out the above issues, to determine the terms and conditions thereof and the characteristics of the securities. Any bonds or equivalents issued under this authorisation may pay interest at a fixed or variable rate and may be redeemable at par or at a fixed or variable premium, in which case the premium will be in addition to the ceiling specified above. Issues in foreign currencies will be converted into euro on the basis of the exchange rate prevailing on the date of issue for the purpose of determining whether they fall within the above ceiling.

This authorisation is given for a period of twenty-six months from the date of this Annual Meeting.

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

tiret.jpgPresentation of the resolution

In the fifth resolution, shareholders are invited to give the Board of Directors a twenty-six month authorisation to issue debt securities with a maximum aggregate face value of € 30 billion or the equivalent in foreign currency. The authorisation covers the issuance of bonds and equivalents, including subordinated notes, equity notes and perpetual bonds, as well as contingent value rights certificates, but excluding money market securities.

The € 30 billion ceiling is - for the first time since BNP Paribas was created - higher than the ceiling in the previous authorisation. The ceiling has indeed remained unchanged for the past four years, i.e. since the General Meeting held on 23 May 2000, when shareholders approved the merger of BNP and Paribas. The new ceiling corresponds to the amount that would normally be required to allow the BNP Paribas Group to carry out routine debt issues. Borrowing requirements can vary from one year to the next, depending on market conditions and it is therefore important for the Bank to benefit from a certain amount of flexibility. For your information, in order to take advantage of low interest rates in 2003, BNP Paribas issued € 17.25 billion worth of debt securities during the year. The unused portion of the previous authorisation will no longer be valid, following adoption of the resolution tabled at this year’s meeting.

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