Proposed resolutions : May 21st 2008

(Authorisation for BNP Paribas to buy back its own shares)

Having read the report of the Board of directors and the Board of directors’ special report on transactions carried out within the scope of the share buyback programme currently in progress, the Ordinary General Meeting authorises the Board, in accordance with articles L. 225-209 et seq. of the French commercial code, to buy back a number of shares representing up to 10% of the Bank’s issued capital, i.e., a maximum of 90,569,544 shares at 28 January 2008.

These shares may be acquired for the following purposes:

• for subsequent cancellation, on a basis to be determined by the shareholders in an Extraordinary General Meeting;
• to fulfil the Bank’s obligations relative to the issue of share equivalents, stock option plans, share award plans, and the allocation or sale of shares to employees in connection with the employee profit-sharing scheme, employee share ownership plans or corporate savings plans;
• to be held in treasury stock for subsequent remittance in exchange or payment for external growth transactions, mergers, demergers or asset transfers;
• to be used for the purposes of a liquidity agreement that complies with the ethics charter recognised by the French securities regulator (Autorité des Marchés Financiers);
• for property and financial management purposes.

The shares may be purchased at any time, unless a public offer is made in respect of the Bank’s shares, subject to the applicable regulations, and by any appropriate method, including in the form of block purchases or by means of derivative instruments traded on a regulated market or over-the-counter.

The price at which shares may be acquired under this authorisation may not exceed EUR 100 per share, representing a maximum purchase price of EUR 9,056,954,400 based on the Bank’s issued capital at 28 January 2008. This price may, however, be adjusted to take into account the effects of any operations affecting the share capital of BNP Paribas.

The Ordinary General Meeting gives full powers to the Board of directors, with the possibility to delegate said powers subject to compliance with the applicable law, to use this authorisation and, in particular, to place orders on the stock exchange, enter into all agreements regarding the keeping of share purchase and sale registers, to make all required disclosures to the Autorité des Marchés Financiers, to carry out all formalities and make all declarations and, in general, to do all that is necessary.

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

Presentation of the resolution

In the fifth resolution, the Board of directors is seeking an eighteen-month authorisation to carry out a share buyback programme. In accordance with the law, the number of shares acquired under the programme would not exceed 10% of the Bank’s capital.

The shares would be acquired for several purposes, including:

• For allocation or sale to employees under the profit-sharing scheme, employee share ownership plans, corporate savings plans, or stock option plans, as well as for granting share awards to employees with the aim of building their motivation and ensuring their commitment to the Bank's expansion, its long-term development and value creation.
• For subsequent cancellation, subject to authorisation by the shareholders (see twenty-third resolution).

[This authorisation is therefore necessary to implement the share buybacks which BNP Paribas intends to carry out in order to neutralise the impact of employee share issues]

• For exchange in connection with external growth transactions.
• To be used in connection with a liquidity agreement.

The shares could be purchased by any appropriate method, including in the form of block purchases or by means of derivatives.

The maximum purchase price under this authorisation is set at EUR 100. This ceiling has been adjusted compared with the EUR 105 purchase price authorised by the Ordinary General Meeting of 15 May 2007 in order to take into account the change in the market price of BNP Paribas shares during the year.

Shares may be purchased at any time, unless they are the subject of a public tender offer. The Board of directors will submit a summary of the transactions carried out pursuant to this authorisation at the General Meeting to be held on 13 May 2009 (subject to subsequent amendment) to approve the 2008 financial statements.

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