Proposed resolutions : May 21st 2008

(Authorisation to issue ordinary shares and share equivalents without pre-emptive subscription rights and granting of a priority subscription period)

Having read the report of the Board of directors and the statutory auditors’ special report, and in accordance with articles L. 225-129, L. 225-129-2, L. 225-135 and L. 228-92 of the French commercial code, the Extraordinary General Meeting:

- grants powers to the Board of directors to resolve and implement the issue of BNP Paribas shares and share equivalents, on one or more occasions, in the proportions and at the times it considers appropriate, both in France and abroad;

- resolves that the share equivalents issued by BNP Paribas may give access to the capital of a company more than 50%-owned, directly or indirectly, by BNP Paribas, on the understanding that these issues of share equivalents shall be subject to the consent of the company in which the rights are to be exercised;

- resolves that the par value of capital increases that may be carried out immediately and/or in the future by virtue of the aforementioned authorisation, may not exceed EUR 350 million, which amount shall include, where applicable, the par value of additional ordinary shares to be issued in order to protect the interests of the holders of share equivalents in accordance with applicable laws and regulations;

- resolves, moreover, that the par value of debt instruments giving access to the capital of BNP Paribas that may be issued by virtue of the aforementioned authorisation, may not exceed EUR 7 billion or the equivalent in a foreign currency or unit of account set with reference to several currencies;

- resolves to cancel the shareholders’ pre-emptive right to subscribe for share equivalents to be issued, on the understanding that the Board of directors will grant shareholders a priority right to subscribe for all the shares or share equivalents issued within the time period and under the conditions it sets in accordance with the applicable laws and regulations. Said priority subscription right will not lead to the creation of negotiable rights but may, at the Board's discretion, be exercised on the basis of exact rights as well as for excess shares;

- resolves that, if the issue of ordinary shares or share equivalents is undersubscribed by the shareholders or the public, the Board of directors may implement any or all of the following options, in the order it considers appropriate:

• limit the capital increase to the amount of subscriptions provided such amount is at least equal to three quarters of the increase;
• freely allocate all or some of the unsubscribed shares or share equivalents among shareholders;

- notes that, where applicable, the above authorisation shall lead to the automatic waiver by shareholders, in favour of the holders of securities giving access to the Bank’s capital, of their pre-emptive right to subscribe for ordinary shares underlying these securities;

- resolves that the sum payable, or that may become payable, to BNP Paribas for each ordinary share issued under the aforementioned authorisation, after factoring in the issue price of any share warrants, in the event of the issue of freestanding warrants to subscribe for ordinary shares, will be at least equal to the minimum price provided for by the laws and regulations in force at the time of issue (i.e., as of the date hereof, the weighted average of prices on the Euronext Paris market over the last three trading days before the subscription price of the capital increase is set, minus 5%);

- resolves that the Board of directors will have full powers to implement this authorisation in order, in particular, to set the issue dates, terms and conditions as well as the form and characteristics of the securities, set the issue price and conditions, set the number of securities to be issued, set the date of dividend entitlement – even retroactive – of the securities, determine the method of paying up shares or share equivalents issued and the conditions under which they will grant entitlement to ordinary BNP Paribas shares, anticipate, when necessary, the conditions for buying back shares on the stock exchange and possibly cancelling them as well as the possibility of suspending the exercise of rights for the allocation of ordinary shares underlying the securities to be issued and set the terms and conditions for protecting the rights of holders thereof in accordance with the applicable laws and regulations, with the possibility to delegate such powers to the Chief Executive Officer or, with the latter’s consent, to one or more Chief Operating Officers, under the conditions set by law;

- resolves that the Board of directors may deduct any amounts from the share premium(s) where applicable, in particular the costs arising in connection with the issues, charge the share issuance costs against the related premiums and deduct from the premiums the necessary sums to be allocated to the legal reserve and generally take all the necessary steps and enter into all agreements in order to successfully complete the planned issues and record the capital increase(s) resulting from any issue made under this authorisation and make the corresponding amendments to the articles of association, with the possibility to delegate such powers to the Chief Executive Officer or, with the latter’s consent, to one or more Chief Operating Officers;

- resolves, moreover, that in the event of the issue of debt securities giving access to the capital of BNP Paribas, the Board of directors will also have full powers, in particular, to decide whether or not such debt securities will be subordinated, set their interest rate and the terms and conditions of interest payments, their term (which may be fixed or open), the fixed or variable redemption price, with or without a premium, the terms and conditions of redemption – depending on market conditions – and the manner in which the securities will give access to the Bank’s capital, with the possibility to delegate such powers to the Chief Executive Officer or, with the latter’s consent, to one or more Chief Operating Officers;

- resolves, lastly, that this authorisation cancels and replaces the unused portion of any earlier authorisations to the same effect.

The powers granted to the Board of directors pursuant to this resolution will be valid for a period of twenty-six months from the date of this Meeting.

Presentation of the resolution

In the fourteenth resolution, shareholders are asked to limit the twenty-six-month authorisation for the Board of directors to issue shares and share equivalents, without pre-emptive subscription rights, to less than 20% of the existing capital. Existing shareholders will be given a priority right to subscribe for all of the new shares.
The par value of capital increases that may be carried out may not exceed EUR 350 million: this will lead to the creation of a number of new shares equivalent to approximately 19% of the existing capital. Moreover, in accordance with applicable laws and regulations, the issue price must be at least equal to the weighted average of prices over the last three trading days before the subscription price is set, minus 5%, in keeping with market conditions.
In addition, the maximum par value of any debt securities issued pursuant to this authorisation may not exceed EUR 7 billion.
This authorisation cancels and replaces all earlier authorisations to issue shares and share equivalents without pre-emptive subscription rights.

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