Proposed resolutions : May 15th 2007
Nine resolutions are then tabled at the Extraordinary General Meeting :
Ninth resolution
(Amendment to the authorisation given in the fifteenth resolution of the Extraordinary General Meeting of 18 May 2005 to grant share awards to employees and corporate officers of BNP Paribas and related companies - in accordance with the French Act of 30 December 2006 relating to the promotion of employee profit-sharing and share ownership)
Having read the report of the Board of Directors and the Auditors' special report, the Extraordinary General Meeting resolves to amend the 38-month authorisation given in the fifteenth resolution adopted by the Extraordinary General Meeting of 18 May 2005. The aim of this amendment is to provide for the early termination of the applicable vesting and holding periods in the event of disability of a beneficiary, in accordance with Act 1770-2006 of 30 December 2006 relating to the promotion of employee profit-sharing and share ownership.
The second bullet point of the first paragraph of the fifteenth resolution is therefore amended to read as follows:
" - resolves that the total number of shares awarded free of consideration (either in the form of existing shares of newly-issued shares) may not exceed 1.5% of the Bank's issued capital as of the close of this Meeting, that the allocation of the shares to their beneficiaries shall only be definitive after a vesting period of at least two years, that the shares shall be subject to a compulsory two-year holding period as from the end of the vesting period, and that the Board of Directors shall be entitled to extend said vesting and holding periods. However, subject to compliance with the applicable law, if a beneficiary becomes disabled the minimum vesting and holding periods shall terminate immediately, irrespective of their duration."
Presentation of the resolution:
In the ninth resolution, shareholders are asked to amend the authorisation given in the fifteenth resolution of the Extraordinary General Meeting of 18 May 2005 to grant share awards to employees and corporate officers of BNP Paribas and related companies. The aim of this amendment is to align the authorisation with the French Act of 30 December 2006 relating to the promotion of employee profit-sharing and share ownership. Under the authorisation granted in 2005, the allocation of shares awarded is only definitive after a vesting period of at least two years and the shares are subject to a compulsory minimum two-year holding period as from the end of the vesting period. The Act of 30 December 2006 provides for the early termination of the applicable vesting and holding periods in the event that a beneficiary becomes disabled. The Board of Directors is not recommending any other amendments to the terms of the fifteenth resolution of the Extraordinary General Meeting of 18 May 2005.
(Amendment to the authorisation given in the fifteenth resolution of the Extraordinary General Meeting of 18 May 2005 to grant share awards to employees and corporate officers of BNP Paribas and related companies - in accordance with the French Act of 30 December 2006 relating to the promotion of employee profit-sharing and share ownership)
Having read the report of the Board of Directors and the Auditors' special report, the Extraordinary General Meeting resolves to amend the 38-month authorisation given in the fifteenth resolution adopted by the Extraordinary General Meeting of 18 May 2005. The aim of this amendment is to provide for the early termination of the applicable vesting and holding periods in the event of disability of a beneficiary, in accordance with Act 1770-2006 of 30 December 2006 relating to the promotion of employee profit-sharing and share ownership.
The second bullet point of the first paragraph of the fifteenth resolution is therefore amended to read as follows:
" - resolves that the total number of shares awarded free of consideration (either in the form of existing shares of newly-issued shares) may not exceed 1.5% of the Bank's issued capital as of the close of this Meeting, that the allocation of the shares to their beneficiaries shall only be definitive after a vesting period of at least two years, that the shares shall be subject to a compulsory two-year holding period as from the end of the vesting period, and that the Board of Directors shall be entitled to extend said vesting and holding periods. However, subject to compliance with the applicable law, if a beneficiary becomes disabled the minimum vesting and holding periods shall terminate immediately, irrespective of their duration."
Presentation of the resolution:
In the ninth resolution, shareholders are asked to amend the authorisation given in the fifteenth resolution of the Extraordinary General Meeting of 18 May 2005 to grant share awards to employees and corporate officers of BNP Paribas and related companies. The aim of this amendment is to align the authorisation with the French Act of 30 December 2006 relating to the promotion of employee profit-sharing and share ownership. Under the authorisation granted in 2005, the allocation of shares awarded is only definitive after a vesting period of at least two years and the shares are subject to a compulsory minimum two-year holding period as from the end of the vesting period. The Act of 30 December 2006 provides for the early termination of the applicable vesting and holding periods in the event that a beneficiary becomes disabled. The Board of Directors is not recommending any other amendments to the terms of the fifteenth resolution of the Extraordinary General Meeting of 18 May 2005.