(Authorisation for BNP Paribas to buy back its own shares)
The Annual General Meeting, in accordance with the quorum and majority requirements applicable to Ordinary General Meetings, authorises the Board of Directors, pursuant to the provisions of articles L.225-209 et seq. of the French Commercial Code, to purchase a number of shares representing up to 10% of the shares comprising the share capital of BNP Paribas, or, for illustrative purposes, as of 12 January 2015, the date on which the share capital was last recorded, a maximum of 124,595,767 shares.
The Annual General Meeting hereby decides that shares may be purchased:
• with a view to their cancellation in situations identified by the Extraordinary General Meeting;
• in order to honour the obligations linked to the issuance of equity instruments, stock option plans, bonus share awards, the allotment or sale of shares to employees as part of a profit-sharing scheme, employee shareholding or Corporate Savings Plans, or any other type of share grant for employees and corporate officers of BNP Paribas and the companies controlled exclusively by BNP Paribas within the meaning of article L.233-16 of the French Commercial Code;
• for the purposes of holding and subsequently remitting same in exchange or as payment for external growth, merger, spin-off or contribution operations;
• under a liquidity contract in accordance with the code of conduct recognised by the French financial markets authority (Autorité des Marchés Financiers);
• for asset and financial management purposes.
Such shares may be purchased at any time, except during a public offer for BNP Paribas shares, in accordance with the regulations in force, by any means, including via block purchases or the use of derivatives traded on a regulated market or over the counter.
The maximum purchase price cannot exceed EUR 62 per share, thus, given the number of shares making up the share capital as of 12 January 2015, and subject to any adjustments following any corporate action, a maximum purchase amount of EUR 7,724,937,554.
The Annual General Meeting vests every authority in the Board of Directors, with the option of delegating such authority in the conditions laid down by law, to act on this authorisation, and specifically to place any stock market orders, enter into any agreement with a view to keeping registers of share purchases and sales, file any declarations with the French financial markets authority, comply with any other formalities and declarations, and in general to do whatever it deems necessary.
The authorisation hereby granted, which supersedes and replaces that granted by Resolution 6 of the Annual General Meeting of 14 May 2014, shall be valid for a period of 18 months from the date of this meeting.
Presentation of the resolution
The fifth resolution proposes that shareholders authorize the Board, for 18 months, to implement a Company share buyback programme, up to the maximum allowed by law, 10% of the sharecapital. These buy-backs would meet several objectives, including:
■ the allocation or assignment of shares:
– to employees as part of Company profit sharing or savings plans,
– to employees and corporate officers of BNP Paribas as part of stock option or bonus share programmes or any other form of allocation of shares;
■ the cancellation of shares after approval from the Extraordinary General Meeting (see nineteenth resolution);
■ the exchange or payment to conduct external growth transactions;
■ the implementation of a liquidity agreement.
The acquisitions would be carried out by any means, including through negotiations of blocks or the use of derivatives.
The maximum purchase price is set at € 62 per share.
Purchases may occur at any time, except in the case of public offers for the Company’s shares. This authorisation will only be used by the Board of Directors after prior agreement from the European Central Bank (ECB). Furthermore, the Board of Directors shall ensure that such buybacks are conducted in compliance with prudential requirements as laid down by regulations and the ECB.