Proposed resolutions : May 15th 2007

(Authorisation to be given to the Board of Directors to reduce the Bank's capital by the cancellation of shares)

Having read the report of the Board of Directors and the Auditors' special report, and in accordance with article L.225-209 of the French Commercial Code, the Extraordinary General Meeting authorises the Board of Directors to cancel, on one or several occasions, some or all of the BNP Paribas shares that the Bank currently holds or that it may acquire in accordance with the conditions laid down by the Ordinary General Meeting, provided that the number of shares cancelled in any twenty-four month period does not exceed 10% of the total number of shares outstanding. The difference between the purchase price of the cancelled shares and their par value will be deducted from additional paid-in capital and reserves available for distribution, with an amount corresponding to 10% of the capital reduction being deducted from the legal reserve.

The Extraordinary General Meeting gives full powers to the Board of Directors to implement this authorisation, carry out all acts, formalities and declarations, including the amendment of the Articles of Association, and generally, do all that is necessary, with the option of delegating said powers subject to compliance with the applicable law.

This authorisation cancels and replaces that given under the twenty-third resolution of the Extraordinary General Meeting of 23 May 2006 and is granted for a period of 18 months as from the date of this Meeting.

In addition, having read the Auditors' special report and in accordance with article L. 225-204 of the French Commercial Code, the Extraordinary General Meeting gives full powers to the Board of Directors to reduce BNP Paribas' capital by cancelling the 2,638,403 BNP Paribas shares acquired following the full asset transfer that took place in connection with the merger of Société Centrale d'Investissements into BNP Paribas on 23 May 2006. The Extraordinary General Meeting also grants the Board of Directors an 18-month authorisation to deduct the difference between the carrying amount of the cancelled shares and their par value from additional paid-in capital and reserves available for distribution, with an amount corresponding to 10% of the capital reduction being deducted from the legal reserve.

Presentation of the resolution

In the eleventh resolution shareholders are asked to grant the Board of Directors an 18-month authorisation to reduce the Bank's capital by cancelling some or all of the BNP Paribas shares that the Bank currently holds or that it may acquire in accordance with the conditions laid down by the Ordinary General Meeting, provided that the number of shares cancelled in any twenty-four month period does not exceed 10% of the total number of shares outstanding. This authorisation cancels and replaces the unused portion of any earlier authorisations to the same effect.

In addition, further to the shareholders' approval given on 23 May 2006 concerning the merger into BNP Paribas of Société Centrale d'Investissements - a portfolio management company fully consolidated by the BNP Paribas Group - the Board of Directors is seeking an authorisation to cancel the BNP Paribas shares held by Société Centrale d'Investissements, representing approximately 0.28% of the Bank's capital.

Next resolution