2007 REGISTRATION DOCUMENT

5 NotesCONSOLIDATED FINANCIAL STATEMENTSto the financial s tatements p repared in accordance with I nternational Financial Reporting S tandards as adopted by the European Union< Contents >The 22nd resolution of the Shareholders’ General Meeting of 23 May2006, as amended by the 10th resolution of the Shareholders’ GeneralMeeting of 15 May 2007, authorised the Board of Directors to increasethe Bank’s capital, on one or more occasions at its own discretion, by amaximum par value of EUR 36 million, via the issue of shares reservedfor the members of the Corporate Savings Plan. The authorisation mayalso be used to sell existing shares to Plan members. This authorisationwas granted for a period of 26 months from 23 May 2006.During 2007, 5,971,476 shares were sold to members of the CorporateSavings Plan pursuant to this authorisation.The 11th resolution of the Shareholders’ General Meeting of 15 May 2007authorised the Board of Directors to cancel, on one or several occasions,some or all of the BNP Paribas shares that the Bank currently holds orthat it may acquire pursuant to the authorisation granted at the sameMeeting, provided that the number of shares cancelled in any twentyfourmonth period does not exceed 10% of the total number of sharesoutstanding. The resolution also authorised the Board of Directors tocancel the 2,638,403 own shares acquired at the time of the 23 May2006 merger with Société Centrale d’Investissments and to charge thedifference between the carrying amount of the cancelled shares and theirpar value against additional paid-in capital and distributable reserves,including the legal reserve provided that the amount charged againstthis reserve does not exceed 10% of the par value of the cancelledshares. These authorisations were granted for a period of 18 monthsfrom 15 May 2007.On 4 October 2007, 32,111,135 shares were cancelled under thisresolution.The 12th resolution of the Shareholders’ General Meeting of 15 May2007 approving the merger of BNL into BNP Paribas, authorised theBoard of Directors to issue BNP Paribas shares with a par value of EUR 2each to BNL shareholders in payment for their BNL shares. A total ofbetween 402,735 and 1,539,740 shares were to be issued, depending onthe number of BNL shares held by outside shareholders on the mergercompletion date, which would be no later than 31 December 2007.On 1 October 2007, 439,358 shares were issued under this resolution.8.a.3Preferred shares and equivalentinstrumentsPreferred shares issued by Group companiesIn December 1997, BNP US Funding LLC, a subsidiary under the exclusivecontrol of the Group, made a USD 500 million issue of undated noncumulativepreferred shares governed by the laws of the United States,which did not dilute BNP Paribas ordinary shares. The shares paid afixed rate dividend for a period of ten years. Thereafter, the shares wereredeemable at par at the issuer’s discretion at the end of each calendarquarter, with unredeemed shares paying a Libor-indexed dividend. Theissuer had the option of not paying dividends on these preferred sharesif no dividends were paid on BNP Paribas SA ordinary shares and nocoupons were paid on preferred share equivalents (Undated SuperSubordinated Notes) in the previous year. Unpaid dividends were notcarried forward. The preferred shares were redeemed by the issuer inDecember 2007 at the end of the contractual ten-year period.In October 2000, a USD 500 million undated non-cumulative preferredshare issue was carried out by BNP Paribas Capital Trust, a subsidiaryunder the exclusive control of the Group. These shares pay a fixed ratedividend for a period of ten years. Thereafter, the shares are redeemableat par at the issuer’s discretion at the end of each calendar quarter, withunredeemed shares paying a Libor-indexed dividend.In October 2001, two undated non-cumulative preferred share issues, ofEUR 350 million and EUR 500 million respectively, were carried out bytwo subsidiaries under the exclusive control of the Group, BNP ParibasCapital Trust II and III. Shares in the first issue paid a fixed rate dividendover five years minimum, and shares in the second issue pay a fixed ratedividend over ten years. Shares in the first issue were redeemed by theissuer in October 2006 at the end of the contractual five-year period.Shares in the second issue are redeemable at the issuer’s discretion aftera ten-year period, and thereafter at each coupon date, with unredeemedshares paying a Euribor-indexed dividend.In January and June 2002, two undated non-cumulative preferred shareissues, of EUR 660 million and USD 650 million respectively, were carriedout by two subsidiaries under the exclusive control of the Group, BNPParibas Capital Trust IV and V. Shares in the first issue pay a fixed rateannual dividend over ten years, and shares in the second issue paid afixed rate quarterly dividend over five years. Shares in the first issueare redeemable at the issuer’s discretion after a ten-year period, andthereafter at each coupon date, with unredeemed shares paying aEuribor-indexed dividend. Shares in the second issue were redeemed bythe issuer in June 2007 at the end of the contractual five-year period.In January 2003, a non-cumulative preferred share issue ofEUR 700 million was carried out by BNP Paribas Capital Trust VI, asubsidiary under the exclusive control of the Group. The shares pay anannual fixed rate dividend. They are redeemable at the end of a 10-yearperiod and thereafter at each coupon date. Shares not redeemed in 2013will pay a Euribor-indexed quarterly dividend.In 2003 and 2004, the LaSer-Cofinoga sub-group – which isproportionately consolidated by BNP Paribas – carried out three issuesof undated non-voting preferred shares through special purpose entitiesgoverned by UK law and exclusively controlled by the LaSer-Cofinogasub-group. These shares pay a non-cumulative preferred dividend for aten-year period, at a fixed rate for those issued in 2003 and an indexedrate for the 2004 issue. After this ten-year period, they will be redeemableat par at the issuer’s discretion at the end of each quarter on the coupondate, and the dividend payable on the 2003 issue will become Euriborindexed.12345678910111782007 Registration document - BNP PARIBAS