Proposed resolutions : May 21st 2008

(Appropriation of net income for the year ended 31 December 2007 and approval of dividend payout)

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

	In Euros
	Net income for the year	4,531,812,601.84
	Retained earnings brought forward from prior years	12,439,561,352.21
	Total	16,971,373,954.05
	To the special investment reserve	19,544,500.00
	To dividends	3,034,079,740.75
	To unappropriated retained earnings	13,917,749,713.30
	Total	16,971,373,954.05

The total dividend of EUR 3,034,079,740.75 to be paid to BNP Paribas shareholders corresponds to a dividend of EUR 3.35 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.

For individuals who are French tax residents, the proposed dividend will be liable for personal income tax in accordance with the applicable scale of tax rates, unless an election is made for the fixed levy in full and final discharge provided for in article 117 quater of the French tax code (Code général des impôts).

The proposed dividend is eligible for the tax allowance provided for by article 158-3-2° of the French tax code, unless – during the same year – the taxpayer has received revenues in respect of which the fixed levy in full and final discharge provided for in article 117 quater of the French tax code has been applied.

The ex-dividend date for 2007 (i.e. the date on which the dividend will be detached from the share) will be 26 May 2008 and the dividend will be payable in cash on 29 May 2008 on the basis of positions established as of the evening of 28 May 2008.

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:

				In euros
	Years	Par value of shares	Number of shares	Net dividend per share	Amount of the distribution
	2004	2.00	885,219,202	2.00	1,770,438,404.00
	2005	2.00	831,801,746	2.60	2,162,684,539.60
	2006	2.00	903,615,040	3.10	2,801,206,624.00

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 dividend payment 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 16,971.374 million, made up of BNP Paribas SA’s net income for the year of EUR 4,531.813 million plus EUR 12,439.561 million in retained earnings. The total recommended dividend of EUR 3,034.080 million to be paid to BNP Paribas SA shareholders corresponds to a dividend of EUR 3.35 per share. The ex-dividend date for the 2007 dividend will be 26 May 2008 and it will be paid in cash only, on 29 May 2008. The Board of directors is also recommending that EUR 19.544 million be appropriated to the special investment reserve and the balance of EUR 13,917.75 million to retained earnings.

If this dividend is approved by shareholders, it will be significantly higher than the dividend paid in 2007 on 2006 net income, representing an increase of 8.1% and outstripping the 5.7% growth in earnings per share. The payout rate would be 39.8%.

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