Proposed resolutions : May 15th 2007

(Appropriation of net income for the year ended 31 December 2006 and approval of dividend payout)

The Ordinary General Meeting resolves to appropriate net income as follows:

	In Euros
	Net income for the year	5,375,377,317.47
	Retained earnings brought forward from prior years	9,895,595,013.11
	Total	15,270,972,330.58
	To the special Investment Reserve	30,204,000.00
	To dividends	2,891,923,319.00
	To unappropriated retained earnings	12,348,845,011.58
	Total	15,270,972,330.58

The total dividend of EUR 2,891,923,319.00 to be paid to BNP Paribas shareholders corresponds to a dividend of EUR 3.10 per share with a par value of EUR 2.00. Full powers are given to the Board of Directors to credit dividends payable on shares held in treasury stock to unappropriated retained earnings.

The proposed dividend is eligible for the tax allowance granted to individuals domiciled for tax purposes in France as provided for by article 158-3-2° of the French Tax Code.

The 2006 dividend will be payable in cash as from 24 May 2007.

As required under article 47 of Act 65-566 dated 12 July 1965, the Board of Directors informs the 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	Dividend eligible for deduction as provided for in article 158 3-2° of the French Tax Code In Euros
	2003	2.00	903,615,604	1,310,242,625.80	1.45	0.725	-
	2004	2.00	885,219,202	1,770,438,404.00	2.00	-	1,770,438,404.00
	2005	2.00	831,801,746	2,162,684,539.60	2.60	-	2,162,684,539.60

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

Presentation of the resolution

The third resolution concerns the appropriation of the Bank's net income for the year and the approval of a dividend payout. The total amount to be appropriated is EUR 15,270.972 million, made up of BNP Paribas SA's net income for the year of EUR 5,375.377 million plus EUR 9,895.595 million in retained earnings. The total recommended dividend of EUR 2,891.923 million to be paid to BNP Paribas SA shareholders corresponds to a dividend of EUR 3.10 per share. The 2006 dividend will be paid in cash only, as from 24 May 2007. The Board of Directors is also recommending that EUR 30.204 million should be appropriated to the special Investment Reserve and the balance of EUR 12,348.845 million to retained earnings.

If this dividend is approved by shareholders, it will be significantly higher than the dividend paid in 2006 on 2005 net income, representing an increase of 19.2% and outstripping the 15.4% growth in earnings per share. The payout rate would be 40.3%, compared with 37.4% in 2006.

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