La banque d'un monde qui change 2004 - BNP Paribas

• Eighth resolution (Renewal of the term of office ofa director)The Annual Meeting resolves to renew the term of officeas director of François Grappotte for a period of three years,expiring at the close of the Annual Meeting to be calledin 2008 to approve the 2007 financial statements• Ninth resolution (Renewal of the term of office ofa director)The Annual Meeting resolves to renew the term of office asdirector of Hélène Ploix for a period of three years, expiringat the close of the Annual Meeting to be called in 2008 toapprove the 2007 financial statements.• Tenth resolution (Renewal of the term of office ofa director)The Annual Meeting resolves to renew the term of office asdirector of Baudouin Prot for a period of three years, expiringat the close of the Annual Meeting to be called in 2008 toapprove the 2007 financial statements.• Eleventh resolution (Resignation and appointmentof directors)The Annual Meeting resolves to appoint as a director Loyolade Palacio del Valle-Lersundi, to replace Jacques Friedmannwho does not wish to renew his term of office as director,which expires at the close of this Annual Meeting. The threeyearterm of office of Loyola de Palacio del Valle-Lersundi willexpire at the close of the Annual Meeting called in 2008 toapprove the 2007 financial statements.• Twelfth resolution (Determination of directors’ fees)The Annual Meeting sets at EUR 780,000 the maximum totalannual amount of directors’ fees payable to members of theBoard of Directors, until further notice.In accordance with section 243 bis of the French GeneralTax Code, directors’ fees received by members of the Boarddo not qualify for the 50% reduction applicable to individualshareholders resident in France for tax purposes, as providedfor by article 158-3 of the French General Tax Code.• Thirteenth resolution (Powers to carry out formalities)The Annual Meeting gives full powers to the bearer of anoriginal, copy or extract of the minutes of this Meeting tocarry out all legal or administrative formalities and to makeall filings and publish all notices required by the applicablelaws.Extraordinary MeetingThe following resolutions have been drawn up with a viewto helping the Bank to attract and retain key personneland officers, by granting them share and share equivalentsrepresenting a maximum of 3% of BNP Paribas SA’s issuedcapital over a period of thirty-eight months.• Fourteenth resolution (Authorisation to grant stock optionsto corporate officers and certain employees)The Extraordinary Meeting, having reviewed the report ofthe Board of Directors and the Auditors’ special report,authorises the Board of Directors to grant, on one or severaloccasions, options exercisable for new BNP Paribas sharesor existing shares acquired under share buybacks, to corporateofficers and all or certain employees of BNP Paribas andrelated companies as defined in article L. 225-180 of theCommercial Code.This authorisation may be used on one or several occasionsover a period of thirty-eight months as from the date of thisMeeting.The number of shares that may be subscribed or purchasedthrough the exercise of outstanding options issued underthis authorisation may not exceed 1.5% of the Bank’s issuedcapital as of the date of this Meeting.The exercise period of options granted may not exceed tenyears as from their grant date.By virtue of this authorisation, existing shareholders expresslywaive their pre-emptive right to subscribe for shares issuedon the exercise of these stock options.The option exercise price will be set by the Board of Directorson the grant date in accordance with the applicable law,except that no discounts may be applied. The said priceshall correspond to the average of the prices quoted forBNP Paribas shares over the 20 trading days precedingthe grant of the stock options.This price may only be adjusted if the Bank carries out afinancial transaction during the exercise period. In sucha case, BNP Paribas shall adjust the exercise price or numberof shares purchased in accordance with the applicable law.Full powers are given to the Board of Directors, under theconditions provided for above, to grant the aforementionedstock options, set the terms and conditions thereof inaccordance with the applicable law and the Bank’s Articlesof Association, designate the beneficiaries, record the share308BNP PARIBAS - ANNUAL REPORT 2004