2007 REGISTRATION DOCUMENT

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.2007 Registration document - BNP PARIBAS 2711234567891011