Proposed resolutions : May 21st 2008

(Authorisation to carry out transactions reserved for the members of the BNP Paribas Corporate Savings Plan that may take the form of increases in capital and/or sales of shares specially reserved for such purpose)

Having read the report of the Board of directors and the statutory auditors’ special report, and in accordance with article L. 443-5 of the French employment code (Code du travail) (or articles L. 3332-18 et seq. after renumbering of the articles of the code) and articles L. 225-129-2, L. 225-129-6 and L. 225-138-1 of the French commercial code, the Extraordinary General Meeting authorises the Board of directors to increase the Bank’s capital, on one or more occasions at its own discretion, by a maximum par value of EUR 36 million, via the issue of shares reserved for the members of the Corporate Savings Plan.

In accordance with the French employment code, the shares will be subject to a vesting period of five years, except in the stipulated cases where early release of such amounts may be requested.

The shares issued pursuant to this authorisation will be offered at a discount of 20% as compared to the average of the prices quoted for BNP Paribas shares over the twenty trading days preceding the date of the Board of directors’ decision setting the subscription period. At the time of the implementation of this authorisation, the Board of directors may reduce this discount on a case-by-case basis where required due to tax, social security or accounting rules and regulations applicable in certain countries where participating BNP Paribas Group entities carry out their operations. The Board of directors may also resolve to grant free shares to the subscribers of new shares, instead of the discount and/or as a special contribution by the Bank to add to the employee’s own contribution.

Within the scope of this authorisation, the Extraordinary General Meeting resolves to eliminate the shareholders’ pre-emptive right to subscribe for the shares to be issued in favour of the members of the BNP Paribas Corporate Savings Plan.

This authorisation will be valid for a period of twenty-six months as from the date of this Meeting.

The Extraordinary General Meeting gives full powers to the Board of directors to implement this authorisation, within the limits and under the conditions set out above, 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 provided for in article L. 225-129-4 of the Commercial Code, particularly in order to:

• determine the companies and groups whose employees may subscribe;
• set the conditions of seniority applicable to subscribers of new shares and, within the limits set by law, the time granted to subscribers to pay in their subscriptions;
• determine whether shares may be subscribed directly or through a corporate mutual fund or other structure authorised under the applicable laws and regulations;
• set the subscription price of the new shares;
• set the amount of each issue, the duration of the subscription period, the date from which the new shares will carry dividend and voting rights, and generally all other terms and conditions of issue;
• place on record each capital increase based on the aggregate par value of the subscribed shares;
• carry out all related formalities and amend the articles of association to reflect the new capital;
• at the Board’s sole discretion, after each share issue, charge the share issuance costs against the related premiums and deduct from the premiums the necessary sums to be allocated to the legal reserve;
• generally, take any and all measures to carry out the capital increases, in full compliance with the applicable laws and regulations.

In accordance with the applicable legal provisions, the operations contemplated within the scope of this resolution may also be in the form of sales of shares to members of the BNP Paribas Corporate Savings Plan.

This authorisation cancels and replaces the unused portion of any earlier authorisations to the same effect, without prejudice to any operations that may already have been initiated.

Presentation of the resolution

The privatisation of Paribas in 1987 and of BNP in 1993 gave many employees the opportunity to become shareholders of their bank, offering them a powerful incentive to perform well, the interests of employees being aligned with those of shareholders. Most of the employees invested through the Corporate Savings Plan which is open to all members of staff. Payments into the plan are frozen for a period of five years. There is one subscription period per year in accordance with the conditions set down by law.
At 31 December 2007, employees held 4.2% of the Bank's capital through the Corporate Savings Plan, compared with 3.9% at the end of 2006; over the last financial year, 5, 971,476 shares (that had previously been bought back on the market and did not result from a share issue) were allocated to the members of the Corporate Savings Plan (representing 0.65% of the capital). However, taking into account shares bought back in respect of payments made into programmes initiated at least 5 years earlier, and which have now matured, this increase in capital was reduced by more than half, to 0.3%.
None of these shares carry additional dividend rights or double voting rights as BNP Paribas strictly applies the principle of “1 share = 1 vote = 1 dividend”. Furthermore, each of the funds under the Corporate Savings Plan is managed by a Supervisory Board, made up of elected employee representatives who are by nature independent from the BNP Paribas Group's management. The Chairman of each Supervisory Board votes autonomously, in person, at BNP Paribas’ Annual General Meeting: no powers are granted to the Chairman of BNP Paribas.
With the aim of bolstering employee involvement in the Bank's development and the value creation process, shareholders are asked, in the twentieth resolution, to authorise the Board for a period of twenty-six months to increase the Bank's capital within the limit of EUR 36 million, via the issue of shares reserved for members of the Corporate Savings Plan of the Bank and some of its subsidiaries; this authorisation will involve the cancellation of pre-emptive subscription rights. The sum of EUR 36 million represents the creation of 18 million shares, i.e., almost 2% of the Bank's existing capital, or less than 1% per year on average; shareholders are then informed (see presentation of the fifth resolution), that the Bank will buy back shares in order to neutralise the impact of share issues for employees. This authorisation will cancel and replace any existing authorisations to the same effect.

The purpose of the following two resolutions is to enable the Bank to attract and retain key personnel and officers, by granting them shares and share equivalents representing a maximum of 3% of BNP Paribas SA's issued capital over a period of thirty-eight months, corresponding to an average of 1% per annum, under the best possible economic conditions for the Bank; both of them align the interests of employees and shareholders.
They follow on from the fourteenth and fifteenth resolutions of the Extraordinary General Meeting of 18 May 2005, which are about to expire, and which authorised a total amount of stock options and share awards representing a maximum of 3% of the Bank's capital over three years, also corresponding to 1% per annum.
As stated above in the presentation on the fifth resolution, the Bank will buy back shares in order to neutralise the impact of employee share issues.

Finally, shareholders are informed that:

• the book value of the stock options granted to corporate officers only represents 6.8% and 4.5% of the total book value of the 2006 and 2007 plans respectively. These plans were put in place pursuant to the two resolutions adopted by the Extraordinary General Meeting in 2005;
• the corporate officers and senior managers of BNP Paribas do not receive share awards. In this regard, pursuant to the Global Share-based Incentive Plan set up from 2006 onwards, they are exclusively granted stock options. Managers in key positions receive both stock options and share awards, while high-potential managers and key contributors are only exclusively granted share awards.

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