The General Meeting, ruling under the conditions of quorum and majority required for ordinary general meetings, resolves to allocate the profit/loss as follows:

	in euros
Net profit for the financial yea	715,484,732.74
Retained earnings	13,936,164,241.20
Total	14, 651, 648, 973.94
Appropriated to special investment reserve	12, 009, 000.00
Dividend	912, 096,107.00
Retained earnings	13,727,543,866.94
Total	14,651,648,973.94

The dividend of EUR 912,096,107 corresponds to a distribution of EUR 1.00 per ordinary share with a nominal value of EUR 2.00 payable to BNP Paribas shareholders, subject to the stipulation that all powers are granted to the Board of Directors to have the fraction of the dividend corresponding to the treasury shares held by BNP Paribas posted to the “Retained earnings” account.

The General Meeting authorises the Board of Directors to deduct from the “Retained earnings” account the amounts necessary to pay the dividend of EUR 1.00 per ordinary share stipulated above (i) on the shares derived from stock options exercised before the dividend payout date and (ii) on the shares issued to SFPI/FPIM and the State of the Grand Duchy of Luxembourg pursuant to the agreements announced on 7 March 2009.

For individuals who are resident in France for tax purposes, the dividend proposed is chargeable to income tax on a sliding scale, except for the flat-rate withholding tax option provided in Article 117 quater of the French General Tax Code (Code Général des Impôts).

The dividend proposed is eligible for the allowance resulting from Article 158-3-2° of the aforementioned Code, except if the taxpayer has in the course of the same year received income upon which the flat-rate withholding tax provided in Article 117 quater was levied.

The General Meeting, pursuant to Article L. 232-18 of the French Commercial Code (Code de Commerce) and Article 21 of the Articles of Association of BNP Paribas, resolves that the dividend may, at the shareholder’s option, be received:

either in cash;
or in newly issued ordinary shares

Shareholders may opt for payment of the dividend in cash or in newly issued ordinary shares from 20 May 2009 to 8 June 2009 inclusive by applying to their account holder institutions; this must be in respect of the whole of the dividend due to them. At the expiry of said period, the dividend can only be paid in cash.

The dividend for the 2008 financial year, based on the evening positions of 19 May 2009, shall be paid on 16 June 2009.

Pursuant to Article L. 232-19 of the Commercial Code, the issue price of the newly issued ordinary shares which will be remitted in payment of the dividend will be equal to 90% of the average of the opening prices quoted on the twenty stock trading sessions preceding the day of the dividend payout resolution, less the net amount of the dividend and rounded up to the next eurocent.

If the amount of the dividends in respect of which the option is exercised does not correspond to a whole number of shares, the shareholder may obtain the next higher whole number of shares by paying, on the date on which he exercises his option, the difference in cash or, conversely, may receive the next lower whole number of shares plus a compensating balance in cash.

The ordinary shares remitted in payment of the dividend will be vested in the holders thereof with effect from 1st January 2009.

The General Meeting grants all powers to the Board of Directors, with power of delegation to the Chairman, for the purpose of taking the measures necessary for implementing payment of the dividend in shares, where necessary charging to the issue premium all fees and charges incurred as a result of the capital increase, deducting from the issue premium the amounts required to increase the legal reserve to one tenth of the new capital, recognizing the capital increase which will result from this resolution and making the corresponding amendments to the Company’s Articles of Association.

Pursuant to Article 47 of Law n°65-566 of 12 July 1965, dividends for the last three financial years were as follows:

Financial year	Nominal share	Number of shares	Net dividend	in euros Distribution amount eligible for the allowance provided in Article158 3-2° of the CGI (French General Tax Code)
2005	2.00	831,801,746	2.60	2,162,684,539.60
2006	2.00	903,615,040	3.10	2,801,206,624.00
2007	2.00	900,198,571	3.35	3 015 665 212,85

Presentation of the resolution

The third resolution proposes the appropriation of the company’s earnings for 2008 and the payment of the dividend. The profits of BNP Paribas SA, in the amount of 715,485 million euros, plus retained earnings of 13,936,164 million euros, represent a total to be distributed of 14,651,649 million euros. The dividend paid to the shareholders would be 912,096 million euros, representing a distribution of €1.00 per ordinary share, making a distribution ratio of 33.0%. After an allocation of 12,009 million euros to the special investment reserves, the amount of 13,727,544 million euros would be allocated to retained earnings.

The dividend would be detached from the share on 20 May 2009, for payment on 16 June 2009. The resolution proposes giving individual shareholders the option of payment of the entire dividend on the shares they own. The new shares issued under this option will be issued at a value representing 90% of the average of the opening prices recorded during the 20 market sessions prior to the date of the General Meeting, minus the net amount of the dividend, rounded up to the next hundredth of a euro. If a shareholder elects this option, the request must be made during the period from 20 May 2009 to 8 June 2009 inclusive.