Proposed resolutions : May 21st 2008

(Authorisation to reduce the Bank’s capital by the cancellation of shares)

Having read the report of the Board of directors and the statutory 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 more occasions, some or all of the BNP Paribas shares that the Bank currently holds or that it may acquire, provided that the total number of shares cancelled in any twenty-four month period does not exceed 10% of the total number of shares outstanding. The share capital will be reduced accordingly and 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 possibility to delegate said powers in accordance with the applicable law.

This authorisation cancels and replaces that given under the eleventh resolution of the Extraordinary General Meeting of 15 May 2007 and is granted for a period of eighteen months as from the date of this Meeting.

Presentation of the resolution

In the twenty-third resolution, shareholders are asked to grant the Board of directors an eighteen-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.

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