Proposed resolutions : May 21st 2008

(Authorisation to issue, without pre-emptive subscription rights, ordinary shares and share equivalents in consideration of securities tendered within the scope of public exchange offers)

Having read the report of the Board of directors and the statutory auditors’ special report, and in accordance with article L. 225-148 of the French commercial code, the Extraordinary General Meeting:

- grants powers to the Board of directors, 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, to resolve and implement a capital increase, on one or more occasions, in consideration of securities tendered within the scope of public exchange offers initiated by BNP Paribas, in particular:

• to set the exchange ratio and, where applicable, the amount of the cash adjustment to be paid; to record the number of securities tendered within the scope of the exchange and the number of ordinary shares or share equivalents to be created in consideration thereof;
• to set the issue dates, terms and conditions for the issue of the new ordinary shares and in particular the price and the date as from which they will carry dividend and voting rights, or, where applicable, those of the securities giving access to the capital of BNP Paribas;
• to record the difference between the issue price of the new ordinary shares and their par value in balance sheet liabilities under an “additional paid-in capital” (contribution premium) account, to which all the shareholders shall have rights;

- sets at EUR 250 million the maximum amount of the increase in capital that may result from the issues of shares and share equivalents authorised pursuant to this resolution;

- grants full powers to the Board of directors to deduct from the contribution premium, where applicable, all the costs and duties arising from the increase in capital, deduct from the contribution premium the necessary sums to be allocated to the legal reserve and make the corresponding amendments to the articles of association.

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 fifteenth resolution, shareholders are asked to grant the Board of directors a twenty-six-month authorisation to issue share equivalents, without pre-emptive subscription rights in consideration of securities tendered to BNP Paribas within the scope of public exchange offers for one or more companies. The par value of capital increases that may be carried out may not exceed EUR 250 million: this will lead to the creation of a number of new shares equivalent to approximately 13.8% of the existing capital. This authorisation will therefore give BNP Paribas the necessary flexibility to carry out medium-size external growth operations.

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