(Authorisation for BNP Paribas to buy back its own shares)
The Annual General Meeting, acting 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 9 January 2013, the date on which the share capital was last recorded, a maximum of 124,226,196 shares.
The Annual General Meeting hereby resolves 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 Company Savings Plans, or any other type of share grant for employees and 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 may not exceed EUR 60 per share, or, based on the number of shares comprising the share capital as of 9 January 2013, and subject to adjustments following any corporate action by BNP Paribas, a maximum purchase amount of EUR 7,453,571,760.
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 5 of the Annual General Meeting of 23 May 2012, shall be valid for a period of 18 months from the date of this meeting.
Presentation of the resolution
It is proposed to the shareholders in resolution six that the Board be authorised for 18 months to put in place a programme to buy back the Company’s own shares until it holds at most, in accordance with the law, 10% of the capital. These acquisitions would be intended to fulfill several objectives, namely:
– to employees under profit-sharing, employee share ownership or Company Savings Plans,
– to employees and corporate officers of BNP Paribas under share purchase option programmes and programmes for allocation of free shares or any other form of share allocation;
Acquisitions would be made by all means, including block trades or use of derivative products.
The maximum purchase price is set at EUR 60 per share. Purchases could be made at any time, except in the event of a public tender offer for the Company’s shares.
The Board of Directors will ensure that these buybacks are executed according to the regulatory requirements as set by law and the Autorité de Contrôle Prudentiel.