2007 REGISTRATION DOCUMENT

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8 FoundingGENERAL INFORMATIONdocuments and a rticles of a ssociation< Contents >8.8 Founding documents and a rticles of a ssociation1Updated on 28 January 2008This English translation is for the convenience of English-speaking readers.However, only the French text has any legal value. Consequently, thetranslation may not be relied upon to sustain any legal claim, nor should itbe used as the basis of any legal opinion. BNP PARIBAS expressly disclaimsall liability for any inaccuracy herein.Section IIShare Capital – ShareArticle 4The share capital of BNP Paribas shall stand at EUR 1,811,390,890 dividedinto 905,695,445, fully paid-up shares with a par value of EUR 2.Article 5The fully paid-up shares shall be held in registered or bearer form atthe choice of their holders, subject to compliance with French legal andregulatory provisions in force.Shares in the Company shall be registered in an account in accordancewith the terms and conditions set out in the applicable French lawsand regulations in force. They shall be delivered by transfer from oneaccount to another.The Company may request disclosure of information concerning theownership of its shares in accordance with the provisions of articleL. 228-2 of the French commercial code (Code de Commerce).Without prejudice to the legal thresholds set in article L. 233-7,paragraph 1 of the French commercial code (Code de Commerce), anyshareholder, whether acting alone or in concert, who comes to directly orindirectly hold at least 0.5% of the share capital or voting rights of BNPParibas, or any multiple of that percentage up to 5%, shall be requiredto notify BNP Paribas by registered letter with return receipt within thetimeframe set out in article L. 233-7 of the French commercial code(Code de Commerce).Above 5%, the duty of disclosure provided for in the previous paragraphshall apply to 1% increments of the share capital or voting rights.The disclosures described in the previous two paragraphs shall also applywhen the shareholding falls below the above-mentioned thresholds.Failure to report either legal or statutory thresholds shall result in loss ofvoting rights as provided for by article L. 233-14 of the French commercialcode (Code de Commerce) at the request of one or more shareholdersjointly holding at least 2% of the Company’s share capital or voting rights.Article 6Each share shall grant a right to a part of ownership of the Company’sassets and any liquidation surplus that is equal to the proportion of sharecapital that it represents.In cases where it is necessary to hold several shares in order to exercisecertain rights, and in particular where shares are exchanged, combined orallocated, or following an increase or reduction in share capital, regardlessof the terms and conditions thereof, or subsequent to a merger or any othertransaction, it shall be the responsibility of those shareholders owning lessthan the number of shares required to exercise those rights to combinetheir shares or, if necessary, to purchase or sell the number of shares orvoting rights leading to ownership of the required percentage of shares.2268Section IForm – Name – Registered Office – CorporatePurposeArticle 1BNP Paribas is a French Public Limited Company (société anonyme) licensedto conduct banking operations under the French monetary and financialcode, Book V, Section 1 (Code Monétaire et Financier, Livre V, Titre 1 er ).The Company was founded pursuant to a decree dated 26 May 1966. Itslegal life has been extended to 99 years from 17 September 1993.Apart from the specific rules relating to its status as an establishmentin the banking sector (Book V, Section 1 of the French monetary andfinancial code – Code Monétaire et Financier, Livre V, Titre 1 er ), BNPPARIBAS shall be governed by the provisions of the French commercialcode (Code de Commerce) concerning commercial companies, as wellas by these articles of association.Article 2The registered office of BNP PARIBAS shall be located at 16, Boulevarddes Italiens, 75009 Paris, France.Article 3The purpose of BNP PARIBAS shall be to provide and conduct thefollowing services with any individual or legal entity, in France andabroad, subject to compliance with the French laws and regulationsapplicable to credit institutions licensed by the Credit Institutions andInvestment Firms Committee (Comité des Établissements de Crédit et desEntreprises d’Investissement):■ any and all investment services;■ any and all services related to investment services;■ any and all banking transactions;■ any and all services related to banking transactions;■ any and all equity investments;as defined in the French monetary and financial code Book III – Section 1(Code Monétaire et Financier, Livre III, Titre 1 er ) governing bankingtransactions and Section II (Titre II) governing investment services andrelated services.On a regular basis, BNP Paribas may also conduct any and all otheractivities and any and all transactions in addition to those listed above, inparticular any and all arbitrage, brokerage and commission transactions,subject to compliance with the regulations applicable to banks.In general, BNP Paribas may, on its own behalf, and on behalf of thirdparties or jointly therewith, perform any and all financial, commercial,industrial or agricultural, personal property or real estate transactionsdirectly or indirectly related to the activities set out above or whichfurther the accomplishment thereof.<strong>2007</strong> Registration document - BNP PARIBASSection IIIGovernanceArticle 7The Company shall be governed by a Board of directors composed of:1/ Directors appointed by the ordinary general Shareholders’meeting34567891011
GENERAL INFORMATION8Founding documents and a rticles of a ssociationThere shall be at least nine and no more than eighteen directors. Directorselected by the employees shall not be included when calculating theminimum and maximum number of directors.They shall be appointed for a three-year term.When a director is appointed to replace another director, in accordancewith applicable French laws and regulations in force, the new director’sterm of office shall be limited to the remainder of the predecessor’s term.A director’s term of office shall terminate at the close of the ordinarygeneral Shareholders’ meeting called to deliberate on the financialstatements for the previous financial year and held in the year duringwhich the director’s term of office expires.Directors may be re-appointed, subject to the provisions of French law,in particular with regard to their age.Each director, including directors elected by employees, must own atleast 10 Company shares.2/ Directors elected by BNP Paribas SA employeesThe status of these directors and the related election procedures shall begoverned by articles L. 225-27 to L. 225-34 of the French commercialcode (Code de Commerce) as well as by the provisions of these articlesof association.There shall be two such directors – one representing executive staff andone representing non-executive staff.They shall be elected by BNP Paribas SA employees.They shall be elected for a three-year term.Elections shall be organised by the Executive Management. The timetableand terms and conditions for elections shall be drawn up by the ExecutiveManagement in agreement with the national trade union representativeswithin the Company such that the second round of elections shall beheld no later than fifteen days before the end of the term of office ofthe outgoing directors.Each candidate shall be elected on a majority basis after two roundsheld in each of the electoral colleges.Each application submitted during the first round of elections shallinclude both the candidate’s name and the name of a replacement if any.Applications may not be amended during the second round ofelections.The candidates shall belong to the electoral college where they presentfor election.Applications other than those presented by a trade union representativewithin the Company must be submitted together with a documentfeaturing the names and signatures of one hundred electors belongingto the electoral college where the candidate is presenting for election.Article 8The Chairman of the Board of directors shall be appointed from amongthe members of the Board of directors.At the proposal of the Chairman, the Board of directors may appointone or more Vice-Chairmen.Article 9The Board of directors shall meet as often as necessary for the bestinterests of the Company. Board meetings shall be called by theChairman. Where requested by at least one-third of the directors, theChairman may call a Board meeting with respect to a specified agenda,even if the last Board meeting was held less than two months previously.< Contents >The Chief Executive Officer may also request that the Chairman call aBoard meeting to discuss a specified agenda.Board meetings shall be held either at the Company’s registered officeor at any other location specified in the notice of meeting.Notices of meetings may be served by any means, including verbally.The Board of directors may meet and hold valid proceedings at any time,even if no notice of meeting has been served, provided all its membersare present or represented.Article 10Board meetings shall be chaired by the Chairman, by a directorrecommended by the Chairman for the purpose or, failing this, by theoldest director present.Any director may attend a Board meeting and take part in its deliberationsby videoconference or any other telecommunication and remotetransmission means, including internet, subject to compliance with theconditions set out in applicable legislation at the time of its use.Any director who is unable to attend a Board meeting may ask to berepresented by a fellow director, by granting a written proxy, valid foronly one specific meeting of the Board. Each director may representonly one other director.At least half of the Board members must be present for decisions takenat Board meetings to be valid.Should one or both of the positions of member of the Board elected byemployees remain vacant, for whatever reason, without the possibilityof a replacement as provided for in article L. 225-34 of the Frenchcommercial code (Code de Commerce), the Board of directors shall bevalidly composed of the members elected by the Shareholders’ meetingand may validly meet and vote.Members of the Company’s Executive Management may, at the requestof the Chairman, attend Board meetings in an advisory capacity.A full member of the Company’s Central Works Committee, appointedby said Committee, shall attend Board meetings in an advisory capacity,subject to compliance with the provisions of French legislation in force.Decisions shall be taken by a majority of directors present or represented.In the event of a split decision, the Chairman of the meeting shall havethe casting vote, except as regards the proposed appointment of theChairman of the Board of directors.The decisions taken by the Board of directors shall be recorded inminutes drawn up in a special register prepared in accordance withFrench legislation in force and signed by the Chairman of the meetingand one of the directors who attended the meeting.The Chairman of the meeting shall appoint the Secretary to the Board,who may be chosen from outside the Board’s membership.Copies or extracts of Board minutes may be signed by the Chairman, theChief Executive Officer, the Chief Operating Officers or any representativespecifically authorised for such purpose.Article 11The ordinary general Shareholders’ meeting may grant directors’ feesunder the conditions provided for by French law.The Board of directors shall divide up these fees among its members asit deems appropriate.The Board of directors may grant exceptional compensation forspecific assignments or duties performed by the directors under theconditions applicable to agreements subject to approval, in accordance1234567891011<strong>2007</strong> Registration document - BNP PARIBAS 269
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2007REGISTRATION DOCUMENT
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1 TheTHE BNP PARIBAS GROUPBNP Parib
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THE BNP PARIBAS GROUP1The Group’s
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3RISK MANAGEMENT< Contents >3.4 Ris
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3 RiskRISK MANAGEMENTfactorsLIQUIDI
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