2007 REGISTRATION DOCUMENT

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8 FoundingGENERAL INFORMATIONdocuments and a rticles of a ssociation< Contents >with the provisions of articles L. 225-38 to L. 225-43 of the Frenchcommercial code (Code de Commerce). The Board may also authorise thereimbursement of travel and business expenses and any other expensesincurred by the directors in the interests of the Company.Section IVDuties of the Board of Directors, the Chairman,the Executive Management and the Non-VotingDirectors (Censeurs)Article 12The Board of directors shall determine the business strategy of BNPParibas and supervise the implementation thereof. Subject to the powersexpressly conferred upon the Shareholders’ meetings and within the limitof the corporate purpose, the Board shall handle any issue concerningthe smooth running of BNP Paribas and settle matters concerning theCompany pursuant to its deliberations. The Board of directors shallreceive from the Chairman or the Chief Executive Officer all of thedocuments and information required to fulfil its duties.The Board of directors’ decisions shall be executed by either the Chairman,the Chief Executive Officer or the Chief Operating Officers, or by anyspecial representative appointed by the Board.At the proposal of the Chairman, the Board of directors may decide toset up committees responsible for performing specific tasks.Article 13The Chairman shall organise and manage the work of the Board ofdirectors and report thereon to the shareholders’ meeting. The Chairmanshall also oversee the smooth running of BNP Paribas’s managementbodies and ensure, in particular, that the directors are in a position tofulfil their duties.The remuneration of the Chairman of the Board shall be freely determinedby the Board of directors.Article 14The Board of directors shall decide how to organize the executivemanagement of the Company. The executive management of theCompany shall be ensured under his own liability either by the Chairmanof the Board of directors or by another individual appointed by the Boardof directors and bearing the title of Chief Executive Officer.Shareholders and third parties shall be informed of this choice inaccordance with the regulatory provisions in force.The Board of directors shall have the right to decide that this choice befor a fixed term.In the event that the Board of directors decides that the ExecutiveManagement shall be ensured by the Chairman of the Board, theprovisions of these articles of association concerning the Chief ExecutiveOfficer shall apply to the Chairman of the Board of directors who willin such case assume the title of Chairman and Chief Executive Officer.He shall be deemed to have automatically resigned at the close of theShareholders’ meeting held to approve the financial statements for theyear in which he reaches sixty-five years of age.In the event that the Board of directors decides that such duties shouldbe separated, the Chairman shall be deemed to have automaticallyresigned at the close of the Shareholders’ meeting held to approvethe financial statements for the year in which he reaches sixty-eightyears of age. However, the Board may decide to extend the term ofoffice of the Chairman of the Board until the close of the Shareholders’meeting held to approve the financial statements for the year in whichhe reaches sixty-nine years of age. The Chief Executive Officer shall bedeemed to have automatically resigned at the close of the Shareholders’meeting held to approve the financial statements for the year in whichhe reaches sixty-three years of age. However, the Board may decide toextend the term of office of the Chief Executive Officer until the closeof the Shareholders’ meeting held to approve the financial statementsfor the year in which he reaches sixty-four years of age.Article 15The Chief Executive Officer shall be vested with the broadest powers toact in all circumstances in the name of BNP Paribas. He shall exercisethese powers within the limit of the corporate purpose and subject tothose powers expressly granted by French law to Shareholders’ meetingsand the Board of directors.He shall represent BNP Paribas in its dealings with third parties. BNPParibas shall be bound by the actions of the Chief Executive Officer evenif such actions are beyond the scope of the corporate purpose, unless BNPParibas can prove that the third party knew that the action concernedwas beyond the scope of the corporate purpose or had constructiveknowledge thereof in view of the circumstances. The publication of theCompany’s articles of association alone shall not constitute such proof.The Chief Executive Officer shall be responsible for the organisation andprocedures of internal control and for all information required by Frenchlaw regarding the internal control report.The Board of directors may limit the powers of the Chief Executive Officer,but such limits shall not be valid against claims by third parties.The Chief Executive Officer may delegate partial powers, on a temporaryor permanent basis, to as many persons as he sees fit, with or withoutthe option of redelegation.The remuneration of the Chief Executive Officer shall be freely determinedby the Board of directors.The Chief Executive Officer may be removed from office by the Board ofdirectors at any time. Damages may be payable to the Chief ExecutiveOfficer if he is unfairly removed from office, except where the ChiefExecutive Officer is also the Chairman of the Board of directors.In the event that the Chief Executive Officer is a director, the term ofhis office as Chief Executive Officer shall not exceed that of his termof office as a director.Article 16At the proposal of the Chief Executive Officer, the Board of directors may,within the limits of French law, appoint one or more individuals, called ChiefOperating Officers, responsible for assisting the Chief Executive Officer.In agreement with the Chief Executive Officer, the Board of directorsshall determine the scope and term of the powers granted to the ChiefOperating Officers. However, as far as third parties are concerned,the Chief Operating Officers shall have the same powers as the ChiefExecutive Officer.When the Chief Executive Officer ceases to perform his duties or isprevented from doing so, the Chief Operating Officers shall, unlessthe Board of directors decides otherwise, retain their positions andresponsibilities until a new Chief Executive Officer is appointed.The remuneration of the Chief Operating Officers shall be freelydetermined by the Board of directors, at the proposal of the ChiefExecutive Officer.The Chief Operating Officers may be removed from office by the Boardof directors at any time, at the proposal of the Chief Executive Officer.Damages may be payable to the Chief Operating Officers if they areunfairly removed from office.1234567891011270<strong>2007</strong> Registration document - BNP PARIBAS
GENERAL INFORMATION8Founding documents and a rticles of a ssociation< Contents >Where a Chief Operating Officer is a director, the term of his office as ChiefOperating Officer may not exceed that of his term of office as a director.The Chief Operating Officers’ terms of office shall expire at the latest atthe close of the Shareholders’ meeting called to approve the financialstatements for the year in which the Chief Operating Officers reachsixty-five years of age.Article 17At the proposal of the Chairman, the Board of directors may appointone or two non-voting directors (censeurs).Notices of meetings shall be served to non-voting directors, who shallattend Board meetings in an advisory capacity.They shall be appointed for six years and may be reappointed for furtherterms. They may also be dismissed at any time under similar conditions.They shall be selected from among the Company’s shareholders and theirremuneration shall be determined by the Board of directors.Section VShareholders’ MeetingsArticle 18Shareholders’ meetings shall be composed of all shareholders.Shareholders’ meetings shall be called and held subject to compliancewith the provisions of the French commercial code (Code de Commerce)and its implementing decree.They shall be held either at the head office or at any other locationspecified in the notice of meeting.They shall be chaired by the Chairman of the Board of directors, or, in hisabsence, by a director appointed for this purpose by the Shareholders’ meeting.Any shareholder may, subject to providing proof of identity, attend aShareholders’ meeting either in person or by postal or proxy vote.Share ownership is evidenced by an entry either in BNP Paribas’ shareregister in the name of the shareholder, or in the register of bearer sharesheld by the applicable authorised intermediary, within the deadlines andunder the conditions provided for by the regulations in force. In the caseof bearer shares, the authorised intermediary shall provide a certificateof participation for the shareholders concerned.The deadline for returning postal votes shall be determined by theBoard of directors and stated in the notice of meeting published inthe French legal announcements journal (Bulletin d’Annonces LégalesObligatoires – BALO).At all Shareholders’ Meetings, the voting right attached to shares bearingbeneficial rights shall be exercised by the beneficial owner.If the Board of directors so decides at the time that the Shareholders’meeting is called, the public broadcasting of the entire Shareholders’meeting by videoconference or any other telecommunication andremote transmission means, including internet, shall be authorized.Where applicable, this decision shall be communicated in the notice ofmeeting published in the French legal announcements journal (Bulletind’Annonces Légales Obligatoires – BALO).Any shareholder may also, if the Board of directors so decides at thetime of issuing the notice of meeting, take part in the Shareholders’meeting by videoconference or any other telecommunication and remotetransmission means, including internet, under the conditions providedfor by the regulations applicable at the time of its use. Where applicable,this decision shall be communicated in the notice of meeting publishedin the French legal announcements journal (Bulletin d’Annonces LégalesObligatoires – BALO).Section VIStatutory AuditorsArticle 19At least two principal statutory auditors and at least two deputy statutoryauditors shall be appointed by the Shareholders’ meeting for a term ofsix financial years. Their term of office shall expire after approval of thefinancial statements for the sixth financial year.Section VIIAnnual financial s tatementsArticle 20The Company’s financial year shall start on 1 January and end on31 December.At the end of each financial year, the Board of directors shall draw up annualfinancial statements and write a management report on the Company’sfinancial position and its business activities during the previous year.Article 21Net income is composed of income for the year minus operatingexpenses, depreciation, amortisation and provisions.The following shall be deducted from income for the year, minus priorlosses, if any:■ amounts to be allocated to the reserves in accordance with Frenchlaw and these articles of association. In particular, at least 5% shallbe set aside to form the legal reserve until such time as said reserveis equal to one-tenth of the share capital;■ the amounts which the Shareholders’ meeting, at the proposal of theBoard of directors, deems necessary to allocate to any extraordinaryor special reserves or to retained earnings.The balance shall be distributed to the shareholders. However, except inthe event of a capital reduction, no amounts may be distributed to theshareholders if the shareholders’ equity is, or would become, following suchdistribution, lower than the amount of capital plus the reserves which is notopen to distribution pursuant to French law or these articles of association.In accordance with the provisions of article L. 232-18 of the Frenchcommercial code (Code de Commerce), a Shareholders’ meeting may offeran option for the payment, in whole or in part, of dividends or interimdividends through the issuance of new shares in the Company.Section VIIIDissolutionArticle 22Should BNP Paribas be dissolved, the shareholders shall determine theform of liquidation, appoint the liquidators at the proposal of the Boardof directors and, in general, take on all of the duties of the Shareholders’meeting of a French Public Limited Company (société anonyme) duringthe liquidation and until such time as it has been completed.Section IXDisputesArticle 23Any and all disputes that may arise during the life of BNP PARIBAS orduring its liquidation, either between the shareholders themselves orbetween the shareholders and BNP PARIBAS, pursuant to these articlesof association, shall be ruled on in accordance with French law andsubmitted to the courts having jurisdiction.<strong>2007</strong> Registration document - BNP PARIBAS 2711234567891011
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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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2007 REGISTRATION DOCUMENT

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