Seventeenth resolution

The following resolution reflects amendments introduced by the Financial Security Act (Act no. 2003-706 of 1 August 2003) and decree no. 2002-803 of 3 May 2002 issued in accordance with the "New Economic Regulations" Act (Act no. 2001-420 of 15 May 2001).

Seventeenth resolution

(Amendments to the Articles of Association relating among others to information provided to directors, representation of the Board of Directors, the terms and conditions applicable to calling Board Meetings and the persons authorised to sign copies or extracts of the minutes of said meetings)

Having heard the report of the Board of Directors, the Extraordinary Meeting resolves:

- to amend the last sentence of the first paragraph of article 12 of Chapter IV of the Articles of Association relating to information to be provided to the Board of Directors by the Chairman or the Chief Executive Officer. 
* New wording of the last sentence of the first paragraph of article 12: "The Board of Directors shall receive from the Chairman or the Chief Executive Officer, all of the documents and information required to fulfil its duties".

- to amend the first paragraph of article 13 of Chapter IV of the Articles of Association and to delete the first sentence relating to the representation of the Board of Directors by the Chairman.
* New wording of the first paragraph of article 13: "The Chairman shall organise and manage the work carried out by the Board of Directors and shall report thereon to the shareholders in General Meetings. The Chairman shall also oversee the proper operation of BNP Paribas’s management bodies and ensure that the directors are in a position to fulfil their duties."

- to insert a new paragraph between the current paragraphs 2 and 3 of article 15 of Chapter IV of the Articles of Association relating to internal control.
* New wording of paragraph 3 of article 15: "The Chief Executive Officer shall be responsible for the organisation of internal controls, internal control procedures and all information required by law for the purposes of the Report on Internal Controls".

- to amend the first paragraph of article 9 of Chapter III of the Articles of Association relating to calling Board meetings.
* New wording of the first paragraph of article 9: "The Board of Directors shall meet as often as required for the best interests of the Company. Board Meetings are called by the Chairman. Where requested by at least one third of the directors, the Chairman may call a Board Meeting to discuss a specified agenda, even if the last meeting was held less than two months ago. The Chief Executive Officer may also request the Chairman to call a Board Meeting to discuss a specified agenda."

- to amend the last paragraph of article 10 of Chapter III of the Articles of Association, relating to persons authorised to sign copies or extracts of the minutes of Board Meetings.
* New wording of the last paragraph of article 10: "Copies or extracts of the minutes of Board Meetings may be signed by the Chairman, the Chief Executive Officer, the Chief Operating Officers or persons specifically authorised for that purpose".

Presentation of the resolution

The seventeenth resolution concerns amendments required as a result of the Financial Security Act (Act no. 2003-706 of 1 August 2003) and decree no. 2002-803 of 3 May 2002 issued in accordance with the "New Economic Regulations" Act (Act no. 2001-420 of 15 May 2001). Shareholders are therefore invited to approve amendments to the Articles of Association in line with these new legal and regulatory provisions, primarily relating to:

- information provided to directors,

- representation of the Board of Directors,

- internal control,

- the terms and conditions applicable for calling Board of Directors’ Meetings,

- persons authorised to sign copies or extracts of the minutes of Board Meetings.