The General Meeting, ruling under the conditions of quorum and majority required for ordinary general meetings, after taking cognizance of the Board of Directors’ report, authorises the Board of Directors, pursuant to Articles L. 225-209 et seq. of the French Commercial Code, to acquire a number of ordinary shares representing up to 10% of the number of ordinary shares comprising the share capital of BNP Paribas, or, by way of guidance, on the date of the last recognition of capital on 23 January 2009, up to a maximum of 91,209, 610 shares.

The General Meeting resolves that shares may be acquired:

for purposes of cancelling said shares under the conditions set by the Extraordinary General Meeting;
with the aim of honouring obligations related to the issue of securities granting access to the capital, stock option programmes, the allocation of free shares, the allocation or sale of shares to employees in the context of sharing in the benefits of a corporate expansion, or in the context of employee share ownership plans or company share plans;
for purposes of retaining them and subsequently remitting them in exchange or in payment in the context of acquisitions, mergers, spin-offs or contributions;
in the context of a liquidity agreement in compliance with the code of practice acknowledged by the French Financial Markets Authority;
for asset and financial management purposes.

These shares may be purchased, at any time, except in the case of a public offering for the BNP Paribas shares, in compliance with the regulations in force, and by any means including block purchase or by utilisation of derivatives admitted to trading on a regulated market or by mutual agreement.

The maximum purchase price may not exceed EUR 68 per ordinary share, or, given the number of shares comprising the share capital on 23 January 2009, and subject to adjustments related to any transactions involving the capital of BNP Paribas, a maximum purchase amount of EUR 6,202,253,480.

The General Meeting grants all powers to the Board of Directors, with power of subdelegation under the legal conditions, to implement this authorisation, in particular to transmit all stock exchange orders, conclude all agreements relating to the keeping of registers of share purchases and sales, make all declarations to the French Financial Markets Authority, fulfil all formalities and filing obligations and, generally take all necessary measures.

This authorisation supersedes the authorisation granted by the fifth resolution of the Combined General Meeting of 21 May 2008 and is granted for a period of eighteen months from this Meeting.

Presentation of the resolution

In the fifth resolution, shareholders are being asked to authorise the Board for 18 months to establish a program to purchase the company’s ordinary shares up to a maximum of 10% of the capital, as authorised by law.

These acquisitions would be used to meet several objectives, including:
- the allotment or sale of shares to the employees under profit-sharing plans, employee shareholding or company savings plans, share purchase programs for new or existing shares, and the allotment of bonus shares to employees in order to continue to improve their motivation and their involvement in the growth of your company, its continued development and creation of value;
- cancellation of the shares after authorisation from the Extraordinary General Meeting (cf.: fifteenth resolution);
- exchange or payment in order to complete external acquisitions;
- implementation of a liquidity contract.

The acquisitions may be made by any means, including trading of blocks of shares and the use of derivative products.

The maximum purchase price is set at 68 euros; this limit has been adjusted from the limit previously in effect, which was authorised by the General Meeting of 21 May 2008 (100 euros), to take into account the change in the price on the markets.

Purchases could be made at any time, except in the event of a public offer for the shares of the company.
A report on these transactions will be given by the Board of Directors to the General Meeting to be held on 12 May 2010, called to approve the financial statements for 2009 on that date (unless subsequently changed).