(Authority to grant stock options 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, pursuant to the provisions of Articles L. 225-177 et seq. of the French Code de Commerce, the Board of Directors, which may further delegate said authority within the legal limits, to grant, on one or more occasions, to employees and corporate officers of the Company and companies or groupings affiliated to it as provided in Article L. 225-180 of said Code, options for the subscription of new Company shares to be issued under a capital increase, as well as options for the purchase of the Company's shares from share buybacks made by the Company under the conditions defined hereunder;
2. resolves that the subscription and purchase options granted under this authorisation, that have not yet been exercised may not allow a total number of shares exceeding 3% of the Company's share capital on the date of the decision to grant them, it being understood that the total number of free shares awarded by virtue of the authorisation granted by the fifteenth resolution of this Meeting will be charged against this threshold, which is an overall threshold that applies to this resolution as well as the fifteenth resolution. Likewise, the sub-ceilings provided in point 6 of the fifteenth resolution will be charged against the corresponding sub-ceilings set out in point 6 of this resolution;
3. resolves that the price to pay during the exercise of stock options will be set on the day that they are granted. In accordance with legal provisions, but with the exception of the application of any discount, the subscription or purchase price will be determined with reference to the average of the stock price over the last 20 trading days prior to the day on which the stock options were granted. The subscription or purchase price may be changed only if the Company were to carry out one of the financial transactions provided by applicable legal provisions, during the option period. In this case, the Company will take, under the conditions provided by applicable law, the measures required to protect the interests of beneficiaries, including, where appropriate, an adjustment of the number of shares that may be obtained by exercising the stock options granted to beneficiaries to take the impact of this transaction into account;
4. notes that this authorisation entails, in favour of beneficiaries of stock options, the express waiving by shareholders of their preferential rights to shares that will be issued as and when the stock options are exercised.souscription ;
5. therefore, the General Meeting 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:de désigner les bénéficiaires des options attribuées et le nombre d’options allouées à chacun d'eux ;
- designate the beneficiaries of the options granted and the number of options allotted to each beneficiary;
- set the terms and conditions of the stock options, and in particular:
- the performance conditions to which all or part of each individual allotment will be governed;
- the period of validity of stock options, it being understood that the options should be exercised not more than ten years after their allotment;- la ou les dates ou périodes d’exercice des options ;
- the dates or periods of exercise of options;
- the effective date, which may be retrospective, of the new shares arising from exercise of the subscription options;
6. resolves that the total number of stock options allotted to the Company's corporate officers, which will be charged to the 3% threshold mentioned in point 2 above, may not allow for a number of shares exceeding 0.2% of the Company's share capital on the date of the decision to allot them, it being understood that the number of stock options allotted to each corporate officer may not represent more than 0.075% 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. resolves that the Board of directors will also have all powers, which it may further delegate as permitted by law, to ascertain increases in capital up to the limit of the amount of shares that will be effectively subscribed through the exercise of subscription options, amend the articles of association accordingly and, at its discretion, charge the costs of the capital increase against the related premiums and deduct from this amount the sums required to make up the legal reserve, and to carry out all the formalities necessary for the listing of the securities thus issued, as well as all declarations to all relevant bodies and generally do all that is necessary;
8. resolves that this authorisation cancels the effect, as from today, for the unused portion, of all previous delegations given to the Board of Directors to grant share subscription or purchase options. It is issued for a period of thirty-eight months from this General Meeting.
Presentation of the resolution
In the sixteenth resolution, the Board of Directors proposes to the General Meeting to authorise it, for a period of 38 months, to grant stock options for new or existing company shares to corporate officers and employees of the company and affiliated companies. This authorisation will concern a number of shares not exceeding 3% of the companies registered capital on the date the Board of Directors decides to grant the stock options (i.e. 1% per year), with the understanding that:
Stock options may be exercised only at the end of the fourth year after the date of allotment and during a six-year period.
The procedures for implementing this authorisation, carried out at an annual pace since 2005, will make it possible to effectively align the interests of employees with those of shareholders, in particular because:
- for the first half, during the first two years: satisfaction of the performance criteria will be assessed 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 the possibility of improvement observed subsequently over the whole of the four years;
- for the second half, during the last two years of the vesting period: satisfaction of the performance criteria will be assessed over the whole of these two final years; any adjustments will be applied to this fraction of the initial allocation; this potentially revised allocation will become definitive, subject to the possibility of improvement observed over the whole of the four years.
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:
- if the observed performance of the BNP Paribas share is lower than that of the index, all the corresponding stock options may vest on the exercise date of the options; the exercise price will remain unchanged;
- if the observed performance of the BNP Paribas share is less than the index performance by 20 points, the initial exercise price will be increased at least proportionally;
- if the observed performance of the BNP Paribas share is more than 20 points higher than the index performance, the stock options corresponding to the fraction subject to the performance condition will lapse and may no longer be exercised; the benefit of the corresponding allotment will thus be definitely lost.
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