Investors & Shareholders

Third resolution

(Appropriation of 2003 net income and dividend)

The Annual meeting resolves to appropriate net income as follows :

	In Euros
Net income for the year	2,358,756,301.88
Retained earnings brought forward from prior years	6,110,425,156.15
Total	8,469,181,458.03
In long-term capital gains, to the legal reserve	856,423.20
To the special long-term capital gains reserve	102,919,700.80
To the special Investment Reserve	36,193,223.00
To dividends	1,310,242,625.80
To unappropriated retained earnings	7,018,969,485.23
Total	8,469,181,458.03

The total dividend of € 1,310,242,625.80 to be paid to BNP Paribas SA shareholders, corresponds to a dividend of € 1.45 per share with a par value of € 2.00. The total amount paid to individual shareholders and corporate shareholders qualifying for the affiliation privilege will be € 2.175, including the € 0.725 "avoir fiscal" tax credit corresponding to tax already paid to the Treasury. Full powers are given to the Board of Directors to credit dividends payable on shares held in treasury stock to unappropriated retained earnings.

The 2003 dividend will be payable as from 11 June 2004, in cash.

As required under section 47 of the Act of 12 July 1995 (Act 65-566), the Board of Directors informs the Annual Meeting that dividends paid for the last three years were as follows:

The total dividend of EUR 1,075,055,788.80 to be paid to BNP Paribas SA shareholders, corresponds to a dividend of EUR 1.20 per share with a par value of EUR 2.00. The total amount paid to individual shareholders and corporate shareholders qualifying for the affiliation privilege will be EUR 1.80, including the EUR 0.60 avoir fiscal tax credit corresponding to tax already paid to the Treasury. Full powers are given to the Board of Directors to credit dividends payable on shares held in treasury stock to unappropriated retained earnings.

The 2002 dividend will be payable as from 12 June 2003, in cash.

As required under Section 47 of the Act of 12 July 1995 (Act 65-566), the Board of Directors informs the Annual Meeting that dividends paid for the last three years were as follows:

Par value of shares	Number of shares	Total dividend	Net dividend per share	"Avoir fiscal" tax credit	Total payout
2001    4,00	448,206,055	1,008,463,623.75	2.25	1.125	3.375
2001    2,00	886,622,994	1.063,947,592.80	1.20	0.60	1.80
2002    2,00	895,879,824	1,075,055,788.80	1.20	0.60	1.80

The Annual Meeting authorises the Board of Directors to deduct from unappropriated retained earnings, the amounts necessary to pay the above dividend on shares issued on exercise of stock options prior to the ex-dividend date.

Presentation of the resolution

The third resolution deals with the appropriation of net income for the year and the 2003 dividend. The total amount to be appropriated is € 8,469.181 million, made up of BNP Paribas SA's net income for the year of € 2,358.756 million plus € 6,110.425 million in retained earnings brought forward from prior years. The total dividend of € 1,310,243 million to be paid to BNP Paribas SA shareholders corresponds to a dividend of € 1.45 per share. The total amount paid to individual shareholders and corporate shareholders qualifying for the affiliation privilege will be € 2.175, including the € 0.725 avoir fiscal tax credit. The 2003 dividend will be paid as from 11 June 2004 in cash only. The Board of Directors is also recommending that € 103.776 million should be appropriated to the legal and special long-term capital gains reserves, € 36.193 million to the special Investment Reserve and the balance of € 7,018.969 million to unappropriated net earnings.

The dividend is significantly higher than in 2003 (paid out of FY 2002 net result), representing an increase of 20.8% and outstripping the 14.1% growth in net income. The payout rate has thus risen to 34.8% from 32.6% a year earlier.