Sixteenth resolution

Twenty-one resolutions are tabled at the Combined Annual and Extraordinary General Meeting of 14 May 2003.

The six other resolutions tabled at the Meeting are subject to the quorum and majority voting rules applicable to Extraordinary Meetings.

Sixteenth resolution

(Authorisation to be given to the Board of Directors is issue shares for subscription by participants in the Corporate Savings Plan, without pre-emptive subscription rights for existing shareholders)

The Extraordinary Meeting, having reviewed the report of the Board of Directors and the Auditors' special report, resolves, in accordance with para. 4 of Sections L 225-129 III and L. 225-138 of the Commercial Code and Section L 443-5 of the Labour Code, to authorise the Board of Directors to issue shares for subscription by participants in the BNP Paribas Group Corporate Savings Plan. One or several share issues may be carried out under this authorisation, at the Board's discretion, provided that the aggregate par value of the shares issued does not exceed EUR 60,000,000.

The shares issued under this authorisation will be offered at a discount of 20% to the average of the opening prices quoted for BNP Paribas shares over the 20 trading days preceding the date of the decision made by the Board of Directors to open the subscription period. At the time of the issue(s) carried out under this authorisation, the Board of Directors may reduce this discount on a case by case basis where required due to tax, labour or accounting rules and regulations applicable in certain countries where participating BNP Paribas Group companies or entities carry out their operations.

The Extraordinary Meeting resolves to waive pre-emptive subscription rights for existing shareholders to subscribe for the shares to be issued to participants in the BNP Paribas Group Corporate Savings Plan.

This authorisation is given for a period of five years from the date of this meeting.

The Extraordinary Meeting gives full powers to the Board of Directors and, by delegation, to the Chairman subject to compliance with Section L 225-129-V of the Commercial Code, to act on this authorisation, within the limits and subject to compliance with the conditions set forth hereabove. Specifically, the Board of Directors has full powers to :

- determine the companies or other entities whose active and retired employees are eligible to subscribe for the shares to be issued under this authorisation;
fix the conditions of eligibility of employees, in terms of period of service, and the period granted to subscribers to pay for the shares, subject to compliance with the law;

- decide whether the shares will be subscribed through a corporate mutual fund or directly;

- set the subscription price of the new shares;

- fix the amount of each issue, the duration of the subscription period, the date from which the new shares will carry dividend and voting rights, and generally all other terms and conditions of issue;

- place on record each capital increase based on the aggregate par value of the subscribed shares;

- carry out all related formalities and amend the Articles of Association to reflect the new capital;

- at the Board's sole discretion, after each share issue, charge the share issuance costs against the related premium and deduct from the premium the sum required to raise the legal reserve to one-tenth of the new capital;

- generally, take any and all measures to effect the capital increases, in full compliance with the applicable laws and regulations.

This authorisation cancels and replaces the unused portion of any earlier authorisations to carry out employee share issues.

Presentation of the resolution

The 1987 privatisation of Paribas and the 1993 privatisation of BNP created an opportunity for many employees to become shareholders of their bank. A substantial majority of BNP Group employees now hold shares in the Bank, offering them a powerful incentive to perform well. In total, BNP Paribas employees hold, directly or through the Corporate Savings Plan, around 4.6% of the Bank’s capital. This rate is in line with the average among major French quoted groups. None of these shares entitle their holders to an increased dividend or double voting rights, BNP Paribas having adopted the principle “1 share = 1 vote = 1 dividend”. With the aim of bolstering employee involvement in the Bank's development and the value creation process, shareholders are being asked – via the sixteenth resolution – to give the Board of Directors a five-year authorisation to increase the capital by a maximum of EUR 60 million through the issuance of shares to participants in the Corporate Savings Plan of the Bank and certain subsidiaries. The authorisation would automatically entail the waiver of the shareholders' pre-emptive right to subscribe for the new shares. The EUR 60 million ceiling corresponds to 30 million shares, representing barely 3.35% of the current capital or 0.67% per year. As stated above, the Bank intends to carry out a share buyback programme in 2003 to neutralise the impact of these employee share issues. This authorisation cancels and replaces all earlier authorisations to carry out employee share issues.