The General Meeting, voting with the quorum and majority required for Extraordinary General Meetings, after a reading of the report from the Board of Directors and the report from the Auditors, and pursuant to the provisions of Articles L. 228-11 et seq. of the French Commercial Code:

hereby amends Article 6 of the Articles of Association governing the procedures for the buyback of B Shares:
- the phrase “based on 360 days” is replaced, each time it occurs, by the phrase “based on 365 days (or 366 days for leap years)”;
- the following paragraph:
“In any event, the Buyback Price may not be greater than a percentage of the Unit Issue Price, which is set as follows:
- 120% for buyback between the issue date and 30 June 2013;
- 130% for buyback between 1 July 2013 and 30 June 2016;
- 140% for buyback between 1 July 2016 and 30 June 2019;
- 150% for buyback between 1 July 2019 and 30 June 2022;
- 160% for buyback on or after 1 July 2022.”

is replaced by the following paragraph:
“In any event, the Buyback Price may not be greater than a percentage of the Unit Issue Price, which is set as follows:
- 103% for buyback between the issue date and 30 June 2010;
- 105% for buyback between 1 July 2010 and 30 June 2011;
- 110% for buyback between 1 July 2011 and 30 June 2012;
- 115% for buyback between 1 July 2012 and 30 June 2013;
- 120% for buyback between 1 July 2013 and 30 June 2014;
- 125% for buyback between 1 July 2014 and 30 June 2015;
- 130% for buyback between 1 July 2015 and 30 June 2017;
- 140% for buyback between 1 July 2017 and 30 June 2019;
- 150% for buyback between 1 July 2019 and 30 June 2022;
- 160% for buyback on or after 1 July 2022.”
hereby amends as follows Article 23 of the Articles of Association governing the procedures for remuneration of B Shares:
- the phrase “based on 360 days” is replaced, each time it occurs, by the phrase “based on 365 days”.
gives all powers to the Board of Directors, with the option of sub-delegation under the conditions defined by law, for the purpose of performing all acts and formalities necessary to execute this resolution.

Presentation of the resolution

In the context of the second tranche of the French growth support plan, the Extraordinary General Meeting of 27 March authorised the issue of preferred shares to Société de Prise de Participation de l’Etat and the corresponding amendment to the articles of association. As the European Commission in March 2009 approved new changes to the features of the securities which may be issued within this framework, the Board of Directors asks you, in the fourteenth resolution, to benefit from these improvements by modifying the features of the preferred shares and amend the articles of association accordingly.

The changes essentially affect the ceiling on the purchase price at which the preferred shares may be purchased by BNP Paribas in the event they are held in their entirety by the government. While this ceiling initially changed as follows (as a percentage of the unit issue price):
- 120% in the event of buyback between the issue date and 30 June 2013,
- 130% in the event of buyback between 1 July 2013 and 30 June 2016,
- 140% in the event of buyback between 1 July 2016 and 30 June 2019,
- 150% in the event of buyback between 1 July 2019 and 30 June 2022,
- 160% in the event of buyback on or after 1 July 2022;

you are being asked to reduce the ceiling and set it at:
- 103% in the event of buyback between the issue date and 30 June 2010;
- 105% in the event of buyback between 1 July 2010 and 30 June 2011;
- 110% in the event of buyback between 1 July 2011 and 30 June 2012;
- 115% in the event of buyback between 1 July 2012 and 30 June 2013;
- 120% in the event of buyback between 1 July 2013 and 30 June 2014;
- 125% in the event of buyback between 1 July 2014 and 30 June 2015;
- 130% in the event of buyback between 1 July 2015 and 30 June 2017;
- 140% in the event of buyback between 1 July 2017 and 30 June 2019;
- 150% in the event of buyback between 1 July 2019 and 30 June 2022;
- 160% in the event of buyback on or after 1 July 2022.

The ceiling purchase price rises more progressively in the early years than previously.