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Eleventh resolution

Eighteen resolutions are tabled at the Combined Annual and Extraordinary General Meeting of May 28th 2004.

The Board of Directors of BNP Paribas is inviting shareholders to vote eight resolutions governed by the quorum and majority voting rules applicable to Extraordinary General Meetings.

Eleventh resolution

(Issuance of shares and share equivalents with pre-emptive rights for existing shareholders)

The Extraordinary Meeting, having reviewed the report of the Board of Directors and the Auditors' special report, in accordance with paragraph 3 of section L. 225-129 III of the Commercial Code:

- resolves to give the necessary powers to the Board of Directors to issue shares and share equivalents in France and abroad on one or several occasions, including debt securities and share equivalents issued in application of section L. 228-93 of the Commercial Code. The amounts and timing of such issues shall be decided by the Board at its discretion, subject to the limits specified herein;

- resolves that the maximum aggregate par value of the shares issued under this authorisation, directly and/or on conversion, exchange, redemption or exercise of share equivalents, may not exceed € 1 billion. This ceiling shall not include the par value of any shares to be issued pursuant to the law to protect the rights of existing holders of share equivalents;

- resolves that the maximum aggregate face value of debt securities issued under this authorisation may not exceed € 10 billion or the equivalent of this amount in the case of securities denominated in foreign currency or a monetary unit determined by reference to a basket of currencies;

- resolves that shareholders will have a pre-emptive right to subscribe for the shares and/or share equivalents issued under this authorisation, as provided for by law, pro rata to their existing holdings. The Board of Directors may also give shareholders a pre-emptive right to subscribe for any shares and/or share equivalents not taken up by other shareholders. If the issue is oversubscribed, such additional pre-emptive right shall also be exercisable pro rata to the existing interest in the Bank's capital of the shareholders concerned;

If the issue is not taken up in full by shareholders exercising their pre-emptive rights as described above, the Board of Directors may take one or other of the following courses of action, in the order of its choice:

* limit the amount of the issue to the subscriptions received, provided that at least three-quarters of the issue is taken up;
* freely allocate all or some of the unsubscribed shares or share equivalents among shareholders,
* offer all or some of the unsubscribed shares or share equivalents for subscription by the public;

- resolves that in accordance with section L. 228-95 of the Commercial Code, share warrants may be offered for subscription as provided for above or allocated to existing shareholders without consideration;

- notes that the above authorisation implicitly requires the waiver by shareholders, of their pre-emptive right to subscribe for shares to be issued on conversion, redemption, exchange or exercise of any share equivalents issued under this authorisation;

- resolves to cancel shareholders' pre-emptive rights to subscribe for shares to be issued on conversion, redemption, exchange or exercise of said share equivalents;

- resolves that the amount received by the Bank in respect of each of the shares issued under this authorisation, either directly or on conversion, redemption, exchange or exercise of share equivalents may not represent less than their par value. In the case of shares issued on exercise of warrants issued on a stand-alone basis, the amount received by the Bank shall be considered to include the issue price of the warrants;
resolves to give full powers to the Board of Directors and by delegation, to the Chairman, to use the above authorisation, subject to compliance with the law, and to determine the timing and conditions of the issues, the form and characteristics of the securities to be issued, the issue price and other conditions, the amount of each issue, the date from which the securities will carry dividend or interest rights, which may be set retroactively, the method by which the shares or share equivalents are to be paid up and, if appropriate, the conditions under which they may be bought back on the stock market. The Board of Directors may also decide to suspend the right to exercise the rights attached to the share equivalents, for a period not to exceed three months. The Board shall also have full powers to determine the method to be used to ensure that the rights of existing holders of shares and share equivalents are protected, in accordance with the applicable laws and regulations. The Board of Directors or the Chairman may charge the securities issuance costs and any other amounts against the related premium and take all necessary or useful measures, enter into any and all agreements, place on record any capital increases resulting from primary or secondary issues of shares carried out under this authorisation and amend the Articles of Association accordingly;

In the case of issuance of debt securities, the Board of Directors and, by delegation, the Chairman, will have full powers to determine the securities' ranking for repayment purposes, to fix the interest rate, the life of the securities, the redemption price - which may be fixed or variable and may or may not include a premium - the terms and conditions of repayment, depending on conditions in the financial markets and the conditions of conversion, redemption, exchange or exercise of the securities for shares;

- resolves that this authorisation cancels and replaces the unused portion of all earlier authorisations to issue shares and share equivalents with pre-emptive subscription rights.

This authorisation is given for twenty-six months as provided for in the third paragraph of section L. 225-129-III of the Commercial Code.

tiret.jpgPresentation of the resolution

In the eleventh resolution, shareholders are invited to give the Board of Directors a twenty-six month authorisation to issue shares and share equivalents with pre-emptive subscription rights for existing shareholders. This resolution renews the authorisation given for the same purpose at the 2002 AGM.

The maximum aggregate par value of the shares issued under this authorisation, directly and/or on conversion, exchange, redemption or exercise of share equivalents, may not exceed € 1 billion, the same ceiling as in the authorisation granted on 31 May 2002, which in turn was a renewal of the authorisation granted on 23 May 2000. If the authorisation is used in full, the new shares issued would represent, in the aggregate, 55% of the Bank's current issued capital.

The maximum aggregate face value of debt securities issued under this authorisation may not exceed € 10 billion.

This authorisation cancels and replaces all earlier authorisations to issue shares and share equivalents with pre-emptive subscription rights.

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