(Authorisation to give to the Board of Directors to execute operations reserved for the members of the Company Savings Plan of the BNP Paribas Group that can take the form of increases in share capital and/or sales of reserved securities)
Ruling under the quorum and majority conditions required for the Extraordinary General Meetings, having taken note of the report of the Board of Directors and of the special report of the Auditors and in accordance with the provisions of Articles L. 3332-18 and following of the Labour Code and L. 225-129-2, L. 225-129-6 and L. 225-138-1 of the Commercial Code, the General Meeting delegates its power to the Board of Directors to increase the share capital, in one or several instalments and by its sole decisions, by a maximum par value of € 46 million by the issuing of Ordinary shares reserved for the members of the Company Savings Plan of the BNP Paribas Group. In accordance with the provisions of the Labour Code, the shares thus issued are combined with a holding period of 5 years, except for cases of early release. The subscription price of the shares issued pursuant to this delegation shall be 20 % less than the average of the quoted prices of the ordinary shares on Euronext Paris in the twenty trading sessions preceding the day of the decision of the Board of Directors fixing the opening date of the subscription. At the time of the use of this delegation, the Board of Directors can reduce the amount of the discount on a case by case basis because of tax, social or accounting constraints applicable in such and such a country where entities of the BNP Paribas Group participating in the increases in share capital are established. The Board of Directors can also decide to allocate free Ordinary shares to the subscriber of new shares, to replace the discount and/or as the employer’s contribution. Within the framework of this delegation, the General Meeting decides to suppress the preferential subscription right of the shareholders to the Ordinary shares to be issued in favour of the members of the Company Savings Plan of the BNP Paribas Group.
This delegation is valid for a period of 26 months from the date of this Meeting.
The General Meeting gives full powers to the Board of Directors, with a right of redelegation under the conditions stipulated by the law, to use this delegation within the limits and under the conditions stipulated above, for the purpose, in particular, of :
- deciding on the companies or consortia whose staff can subscribe,
- stipulating the conditions of service that the subscribers of new shares must fulfil and, within the statutory limits, the period granted to the subscribers for the paying-up of the shares,
- deciding whether the subscriptions can be made directly or through a company mutual fund or other structures authorised by the legislative or regulatory provisions,
- deciding on the subscription price for the new shares,
- deciding on the amount to be issued, the duration of the subscription period, the date on which the new shares shall have dividend rights and, more generally, all of the conditions of each issue,
- certifying the completion of each increase in share capital for the amount of the shares that shall have actually been subscribed for,
- carrying out the resulting formalities and making the corresponding amendments to the Articles of Association<
- by its sole decisions, after each increase, deducting the expenses of the increase in share capital from the premiums relating thereto and deducting from this amount the sums necessary to fund the statutory reserve,
- and, generally, taking any action for the completion of the increases in share capital under the conditions stipulated by the legislative and regulatory provisions.
In accordance with the statutory provisions applicable, the operations envisaged in this resolution can also take the form of sales of Ordinary shares to the members of the Company Savings Plan of the BNP Paribas Group. This authorisation invalidates any prior authorisation for the same purpose for its unused amount.
Presentation of the resolution
The privatisations that took place in 1987 for Paribas and in 1993 for BNP were the occasion for a considerable number of employees to become shareholders of their company, an essential element for motivation of the staff, whose interests then coincide with those of the shareholders. The investments of the employees have mainly been made by the setting-up of a Company Savings Scheme, accessible to all the members of the staff. The payments are then frozen therein for a period of 5 years, with the subscription period being open once per year under the conditions stipulated by the law.
The shareholding of the employees held through the Company Savings Scheme thus amounted to 4.17% of the share capital of the Bank at 31/12/2009.
None of these shares carry additional dividend rights or grant the possibility of exercising a double voting right, BNP Paribas strictly applying the principle “1 share = 1 vote = 1 dividend”.
Furthermore, each fund of the Company Savings Scheme is managed by a Supervisory Board including elected representatives of the staff and thus by nature independent from the management of the BNP Paribas Group. The Chairman of each Supervisory Board votes independently in person in the meeting at the General Meeting of BNP Paribas. No proxy is granted to the Chairman of BNP Paribas.
In order to strengthen the involvement of the whole of the staff in the progress of the company and the process of value creation, the nineteenth resolution requests the General Meeting to authorise the Board of Directors for 26 months to conduct operations reserved for members of the Savings Scheme of the Company and some of its subsidiaries for a par value of € 46 million. This authorisation would involve the suppression of the preferential subscription right. This amount of € 46 million represents 23 million ordinary shares, namely barely 2% of the current share capital and thus less than 1 % per year on average. This authorisation would replace any other of the same kind currently in effect.