(Authorisation of buyback by BNP Paribas of its own shares)
Ruling under the quorum and majority conditions required for Ordinary General Meetings and after having taken note of the report of the Board of Directors, the General Meeting authorises the Board of Directors, in accordance with the provisions of Articles L. 225-209 and following of the Commercial Code, to purchase a number of shares representing up to 10% of the number of shares making up the share capital of BNP Paribas, namely, on an indicative basis on the date of the latest share capital recognised on 21 January 2010, a maximum of 118,528,176 shares. The General Meeting decides that the purchases of shares can be made:
- with a view to their cancellation under the conditions stipulated by the Extraordinary General Meeting,
- for the purpose, on the one hand, of honouring obligations relating to the issuing of shares giving access to the share capital, to stock option schemes, to the allocation of free shares, to the allocation or the sale of shares to employees within the framework of profit-sharing, employee share schemes or company share schemes, and, on the other hand, of covering any form of allocation of shares to employees of BNP Paribas and companies exclusively controlled by BNP Paribas with the meaning of Article L. 233-16 of the Commercial Code,
- for the purposes of holding them and allocating them subsequently to the exchange or payment within the framework of external growth, a merger, division or contribution,
- within the framework of a liquidity contract in accordance with the charter of ethics approved by the Financial Markets Authority,
- for the purpose of asset and financial management.
Purchases of these shares can be made at any time, except in the event of a public offer for the securities of BNP Paribas, in compliance with the regulations in effect, and by any means, including by block purchase or by the use of derivatives listed for trading on a regulated or over the counter market. The maximum purchase price cannot exceed € 75 per share, namely, given the number of shares making up the share capital on 21 January 2010 and subject to adjustments relating to the eventual operations involving the share capital of BNP Paribas, a maximum purchase amount of € 8,889,613,200. The General Meeting gives full powers to the Board of Directors, with the right of redelegation under the statutory conditions, to use this authorisation and, in particular, to place any stock market orders, conclude any agreements for the keeping of the share purchase and sale registers, make any declarations to the Financial Markets Authority, carry out any formalities and declarations and, generally, to take the necessary action This authorisation replaces that granted by the fifth resolution of the General Meeting of 13 May 2009 and is granted for a period of 18 months from the date of this Meeting.
Presentation of the resolution
In the fifth resolution, shareholders are recommended to authorise the Board for 18 months to establish a programme to buyback the shares of the company up to a maximum of 10% of the share capital, in accordance with the law.
The said purchases would be intended to fulfil several objectives, in particular:
- the allocation or the sale of shares to employees within the framework of profit-sharing, employee shareholding schemes or company savings schemes, share buyback programmes as well as the allocation of free shares or any other form of allocation of shares to the members of the staff, in order to improve their motivation and their involvement in the progress of your company, the continuation of its development and the creation of value;
- the cancellation of the shares after the authorisation of the Extraordinary General Meeting (cf. : twentieth resolution) ;
- exchange or payment for the purpose of making takeovers;
- the performance of a liquidity contract.
The purchases would be made by any means, including the trading of blocks or the use of derivatives.
The maximum purchase price is fixed at € 75 per share. This limit has been adjusted compared with that previously in effect, authorised by the General Meeting of 13 May 2009 (€ 68), to take into account the change in the stock market price.
The purchases can be made at any time, except in the event of a public offer for the company’s securities.
A report on these transactions shall be provided by the Board of Directors to the General Meeting that will be held on 11 May 2011 and will consider on this date (except in the event of subsequent modification) the financial statements for 2010.