(Authorisation of a plan by BNP Paribas to buy back its own shares)
The General Assembly, pursuant to the quorum and majority requirements applicable to Annual General Meetings, authorises the Board of Directors, in accordance with the provisions of Articles L. 225-209 et seq. of the French Code de Commerce, to acquire a number of shares representing up to 10% of the number of shares comprising the registered capital of BNP Paribas. For information, this represents, on the date of the last recorded capital of 17 January 2011, a maximum of 119,866,015 shares.
The General Meeting resolves that the shares may be acquired:
- for the purpose of their cancellation under the conditions defined by the Extraordinary General Meeting;
- to fulfil obligations related to the issue of securities giving access to equity, stock option plans, issue of bonus shares, allotment or sale of shares to employees under employee profit-sharing schemes, employee shareholding plans or employee savings plans, and to all forms of share allotment to BNP Paribas employees and corporate officers and companies exclusively controlled by BNP Paribas within the meaning of Article L. 233-16 of the French Code de commerce;
- to keep the shares bought and to deliver them later in exchange or in payment for external growth operations, mergers, spin-offs or contributions;
- in connection with a liquidity contract in line with the Charter of Ethics recognised by the French financial markets authority, Autorité des Marchés Financiers (AMF);
- to ensure asset and financial management.
These shares may be bought back at any time, except during a public tender offer for BNP Paribas securities, in compliance with applicable regulations, and through all means, including through block sales or the use of derivative products admitted for trading in a regulated or over-the-counter market.
The maximum purchase price may not exceed EUR 75 per share. Given the number of shares that make up the company's share capital as at 17 January 2011, and subject to adjustments linked to possible BNP Paribas corporate actions, this represents a maximum purchase amount of EUR 8,989,951,125.
The general meeting confers all powers on the Board of Directors, which may further delegate such authority as permitted by law, to implement this authority, and, in particular, to carry out all stock exchange orders, draw up any agreement in relation to registration of purchases and sales of shares, make any declarations to the AMF market authorities, carry out all formalities and make all declarations and generally do all that is necessary.
This authority replaces the one granted by the fifth resolution of the General Meeting of 12 May 2010 and is granted for a period of 18 months as from this Meeting.
Presentation of the resolution
The fifth resolution proposes to shareholders to authorise the Board for an 18-month period, to set up a share buyback programme for the Company's treasury shares, up to the legal threshold of 10% of its registered capital.
The purpose of said acquisitions will be, in particular:
- to employees under profit-sharing, employee shareholding and employee savings plans,
- to BNP Paribas employees and corporate officers under stock option programmes, free share award or any other form of share allocation;
Acquisitions will be made through any means, including through block trading or the use of derivative products.
The maximum acquisition price is set at EUR 75 per share, which remains unchanged compared with the limit authorised by the General Meeting of 12 May 2010.
Purchases may be made at any time, except in the case of a public offering for of the company's shares.
The Board of Directors will ensure that these buybacks are conducted in compliance with the prudential requirements defined by law and the Prudential Control body (Autorité de Contrôle Prudentiel).