(Special report of the Auditors on the agreements and commitments referred to in Articles L. 225-38 et seq. of the French Commercial Code, particularly for those concluded between a company and its corporate officers but also between companies of a group with common corporate managing directors)
The General Meeting, ruling under the conditions of quorum and majority required for ordinary general meetings, takes note of the special report prepared by the Auditors on the agreements and commitments referred to in Articles L. 225-38 et seq. of the French Commercial Code and approves the agreements and commitments mentioned in said report.
Presentation of the resolution
In the context of the current business of a company, and more specifically when the company is the key element of a group of companies, agreements may be entered into directly or indirectly between the company and another company with which it has officers in common, and between the company and its officers, or with a shareholder holding more than 10% of the capital. These agreements must receive prior authorisation from the Board of Directors, and must be approved by the General Meeting, after a reading of the special report from the Auditors pursuant to Articles L.225-38 and seq. of the Commercial Code; this is the subject of the fourth resolution.
The agreements and commitments entered into during fiscal year 2008 by BNP Paribas include changes to the employment contract of Jean Clamon. The end of Jean Clamon's duties as Chief Operating Officer, and his new post as Managing Director for the coordination of the Group's internal control, resulted in the renewal and modification of his employment contract at the end of his duties as a corporate officer. His fixed annual salary was maintained; on the other hand, his variable compensation will evolve under the same conditions and based on the same criteria as those applied for managers who are members of the Executive Committee. His term as a corporate officer will be included in calculating seniority and calculating the indemnities governed by the collective banking convention or enterprise agreements.