(Authority to allot performance-related shares to group employees and corporate officers)
The General Meeting, pursuant to the quorum and majority requirements applicable to Extraordinary General Meetings, and after acknowledging the Board of Directors’ report and the special report of the Auditors:
1. authorises, in accordance with the provisions of Articles L. 225-197-1 et seq. of the French Code de Commerce, the Board of Directors, which may further delegate said authority within the legal limits, to award, on one or more occasions, free shares of the Company’s existing shares or free shares of future shares to the beneficiaries or categories of beneficiaries that it will determine from among the Company's employees or employees of companies or groupings affiliated therewith as provided in Article L. 225-197-2 of said Code and corporate officers of the Company or companies or groupings affiliated therewith and which meet the requirements set out in Article L. 225-197-1, II of said Code, under the conditions defined hereinafter;
2. resolves that the number of existing or future shares allotted under this authority may not represent more than 1.5% of the company's equity on the date of the decision to allot them;
3. resolves that it is up to the Board of Directors to determine the date on which the shares will vest to the beneficiaries, i.e. the Board will choose, for all or part of the allotted shares:
- either at the end of a vesting period of at least four years,
- or at the end of a vesting period of at least two years.
A minimum holding period of two years will apply to the shares as from the vesting date. Nevertheless, this minimum holding period may be waived for shares subject to a minimum four-year vesting period. In any case, the respective vesting and holding periods, regardless of their duration, will be terminated before their term, if the legal conditions are met, in the event of disability of the beneficiary;
4. grants all powers to the Board of Directors, which may further delegate said powers as permitted by law, to implement this authority and in particular, to:
- determine whether the bonus shares allotted are existing shares or future shares;
- determine the identity of beneficiaries, or category or categories of beneficiaries, allotments of shares to the Company's employees and corporate officers or companies or groupings mentioned above and the number of shares allotted to each of them;
- set the conditions, and where appropriate, the share allotment criteria;
- set the performance conditions to which all or part of each individual allotment will be governed;
- in the event of issue of new shares, charge against reserves, profits or issue premiums, where appropriate, the sums required to pay up said shares, recognise the capital increases carried out under this authorisation, amend the articles of association accordingly and generally, take all necessary steps and carry out all formalities;
5. resolves that he Company may, if necessary, adjust the number of bonus shares allotted, based on this resolution or a previous resolution of the same nature, in order to protect the rights of beneficiaries, depending on any corporate actions. It is specified that the shares allotted in application of these adjustments will be deemed to have been allotted on the same day as the shares initially allotted;
6. resolves that the total number of shares allotted to the Company's corporate officers, which will be charged against the 1.5% threshold mentioned in point 2 above, may not represent more than 0.1% of the Company's capital on the date of the decision to allot them, it being understood that the number of shares allotted to each corporate officer may not represent more than 0.0375% of the Company's registered capital at the date of the decision to allot them. It is also specified that all the shares allotted to the Company's corporate officers should be performance-related;
7. acknowledges that in the event of the award of new free shares, this authorisation shall, as and when said shares are gradually definitely allotted, constitute a capital increase by capitalisation of reserves, earnings or issue premiums in favour of beneficiaries of said shares and the waiver by shareholders of their preferential subscription rights to said shares;
8. acknowledges that this delegation cancels, as from this day, the unused portion of any previous delegation granted to the board of directors to allot existing or future bonus shares to some or all Group employees and corporate officers;
9. resolves that this authority shall be for a 38-month period as from the date of this Meeting.
Presentation of the resolution
The two resolutions that follow are intended to enable your company to attract and retain the key employees essential to its development by giving them access to up to 3% of the Company's equity in 38 months, i.e. at the rate of 1% per year on the average, under optimum economic conditions for the company. They will make it possible to associate the various employee categories with the Group's development and enhancement, thereby promoting the convergence of their interests with those of shareholders.
These resolutions are in the continuity of Resolutions 21 and 22 of the Annual General Meeting of 21 May 2008, which have now expired, and which authorised a total amount of stock options, as well as free share awards, representing not more than 3% of the company's registered capital in three years, which is also 1% per year.
The General Meeting is informed that no stock options or free shares were granted or awarded to BNP Paribas corporate officers in 2009, 2010 and 2011. The proposals made to the General Meeting today to authorise the allocation to corporate officers of options and shares, which are fully performance-related, should provide your Board with the flexibility that it needs to take decisions that are most in line with your Company's interests against a legal and regulatory backdrop that has been increasingly unstable in recent years.
The fifteenth resolution proposes to shareholders to authorise the Board, for a 38 month-period, to allocate existing or future performance related shares, to company officers and employees of BNP Paribas and affiliated companies. The total number of performance-related shares that will be awarded may not exceed 1.5% of the company's registered capital on the date the Board of Directors decides to award them, i.e. 0.5% per year. Likewise, total shares allocated to BNP Paribas corporate officers may not represent more than 0.1% of the company's capital. The proportion of shares held will be charged against the 1.5% ceiling mentioned above. No corporate officer alone may receive more than 0.0375%.
As a general rule, these allotments will vest only after a period of at least two years. The shares held in this case must also be held for at least two years after the vesting period, in such a way that there is always a period of four years between the allotment of the shares and when they are unconditionally owned by the beneficiary.
Each allotment of performance-related shares shall be conditional upon performance targets that will have to be met before the shares are vested in part or in full. These conditions have been defined in such a way as to be easily verified by investors and clearly linked to the company's creation of value for shareholders.
These conditions will apply:
- for the first tranche (the first two thirds of the initial allocation), during the first two years: satisfaction of the performance criteria will be tested over the whole of these first two years, and any adjustments will be applied to the relevant fraction of the initial allocation; this potentially revised allocation will become definitive on the prescribed date, subject to any improvement observed over the whole of the first three years (see below);
- for the second tranche (the remaining third), at the end of the third year: satisfaction of the performance criteria will be assessed over the whole of the first three years of the vesting period; any adjustments will be applied to the final third of the initial allocation, and the improvement clause, if applicable, implemented after observation of the result of the test over the whole of the first three years; the allocation will then become definitive on the prescribed date.
These conditions will be based on the stock market performance of the BNP Paribas share in relation to the Dow Jones Euro Stoxx Bank index or any other equivalent index that may replace the Dow Jones Euro Stoxx Bank index:
The minimum portion of the allotment subject to performance conditions will be 20%, it being understood that, in addition to corporate officers, other members of the Executive Committee and managers of the main Group businesses and functions, representing about 100 employees, will be concerned by the allotment of shares that are fully conditional upon the meeting of performance criteria.
Lastly, it is specified that this authorisation supersedes, up to the limit of unused portions, all previous authorisations of the same nature.