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Home > General Shareholders Meeting > General meeting 14 May 2003 > Sixth resolution
Sixth resolution
Sixth resolution
(Share buybacks)
The Annual Meeting, having reviewed the report of the Board of Directors and the information memorandum approved by the Commission des Opérations de Bourse, resolves, in accordance with Section L 225-209 of the Commercial Code, to authorise the Board of Directors to buy back up to 89,587,982 BNP Paribas S.A. shares, representing 10% of the issued capital of the Bank as of the date of this Meeting.
The shares may be acquired in order to stabilise the share price, or to take advantage of market opportunities, or for allocation on exercise of stock options, or for allocation or sale to employees in connection with the employee profit-sharing scheme, employee share ownership plans or corporate savings plans, or in connection with stock option plans set up in favour of officers and key employees of the Bank, or in order to be held in treasury stock, or for the purpose of being sold or exchanged or otherwise transferred on a regulated market or over-the-counter, or for the purpose of being cancelled at a later date, on a basis to be determined by the shareholders in Extraordinary Meeting, or in connection with the management of the Bank's assets and liabilities and its financial position.
The shares may be purchased, sold or transferred at any time and by any appropriate method, including in the form of block sales or by means of derivative instruments traded on a regulated market or over-the-counter.
The price at which shares may be acquired under this authorisation may not exceed EUR 70 per share, representing a maximum purchase price of EUR 6,271,158,740 if the authorisation is used in full. The shares may not be sold at a price of less than EUR 30 per share.
These maximum and minimum prices may be adjusted following any transactions that have the effect of altering the Bank's issued capital.
The Annual Meeting gives full powers to the Board of Directors and, by delegation, to any person duly authorised by the Board, to place any and all buy and sell orders, enter into any and all agreements, carry out any and all formalities and take any and all other action required to use this authorisation.
This authorisation is given for a period of eighteen months.
The Board of Directors will be required to report to shareholders at each Annual Meeting on the share buybacks, transfers, sales and cancellations carried out under this authorisation.
This authorisation cancels and replaces the unused portion of any earlier authorisations to carry out share buybacks.
Presentation of the resolution
In the sixth resolution, after presentation of the Information Memorandum approved by the Commission des Opérations de Bourse, the Board of Directors is seeking an 18-month authorisation to carry out a share buyback programme. In accordance with the law, the number of shares acquired under the programme would not exceed 10% of the Bank's capital. The authorisation replaces the one given at last year's AGM.
The shares would be acquired for several purposes, as follows :
- to stabilise the share price, as allowed under resolutions voted each year by shareholders since the 26 May 1994 AGM, as well as to buy and sell shares on the open market depending on market conditions,
- for allocation to employees under the profit-sharing scheme, or employee share ownership plans or corporate savings plans, or stock option plans, with the constant aim of enhancing the motivation of employees and allowing them to share in the value created by the Bank, as well as its sustainable growth,
- for sale or exchange in connection with external growth operations,
- for cancellation, with the authorisation of shareholders given in Extraordinary General Meeting (this is the subject of the eighteenth resolution),
- in connection with the management of the BNP Paribas Group's assets and liabilities and financial position.
These authorisations are necessary to implement the share buyback programme which BNP Paribas intends to carry out in 2003, at least to neutralise the impact of employee share issues.
The shares could be purchased and sold by any appropriate method, including in the form of block sales or by means of derivatives.
The maximum purchase price is set at EUR 70 and the minimum sale price at EUR 30. The maximum and minimum prices authorised by the AGM of 31 May 2002 (EUR 80 and EUR 40 respectively) have been adjusted to take into account changes in market prices over the period.
The Board of Directors will report to shareholders on the transactions carried out under this authorisation at the AGM to be held to approve the 2003 accounts, the date of which has been provisionally set at 28 May 2004. At 31 December 2002, the Bank held 24,939,527 of its own shares in treasury stock, representing the equivalent of 2.78% of the Bank’s issued capital at that date.
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