(Authorisation for BNP Paribas to buy back its own shares)
The Ordinary General Meeting, having reviewed the special report of the Board of Directors, authorises the Board, in accordance with article L. 225-209 et seq. of the Commercial Code, to buy back a number of shares representing up to 10% of the Bank's issued capital, i.e., a maximum of 84,033,110 shares as of 28 February 2006.
These shares may be acquired for the following purposes:
- for subsequent cancellation, on a basis to be determined by the shareholders in Extraordinary Meeting;
- to fulfil the Bank's obligations relative to the issue of shares or share equivalents, stock option plans, the allotment of bonus shares to employees, directors or corporate officers, and the allocation or sale of shares to employees in connection with the employee profit-sharing scheme, employee share ownership plans or corporate savings plans;
- to be held in treasury stock for subsequent remittance in exchange or payment for external growth transactions;
- within the scope of a liquidity agreement;
- for property and financial management purposes.
The shares may be purchased at any time, unless a public offer is made for the Bank's shares, subject to the applicable regulations, and by any appropriate method, including in the form of block sales or by means of derivative instruments traded on a regulated market or over-the-counter.
The price at which shares may be acquired under this authorisation may not exceed EUR 100 per share, representing a maximum purchase price of EUR 8,403,311,000 based on the Bank's issued capital as of 28 February 2006.
The Ordinary General Meeting gives full powers to the Board of Directors, with the option to delegate such powers in accordance with applicable law, to use this authorisation and, in particular, to place orders on the stock exchange, enter into all agreements regarding the keeping of share purchase and sale registers, to make all declarations to the Autorité des Marchés Financiers, to carry out all formalities and make all declarations and, in general, to do all what is necessary.
This authorisation replaces the authorisation granted under the fifth resolution of the Combined Annual Meeting of 18 May 2005, and is given for a period of 18 months from the date of this Meeting.
Presentation of the resolution
In the fifth resolution, the Board of Directors is seeking an 18-month authorisation to carry out a share buyback programme. In accordance with the law, the number of shares acquired under the programme would not exceed 10% of the Bank's capital.
The shares would be acquired for several purposes, as follows:
- for allocation or sale to employees under the profit-sharing scheme, employee share ownership plans, corporate savings plans, or stock option plans, as well as for the allotment of bonus shares to employees with the aim of increasing their motivation by allowing them to share in the value created by the Bank and have an interest in its development;
- for cancellation, subject to authorisation by the shareholders (see twenty-third resolution);
[This authorisation is therefore necessary to implement the share buybacks which BNP Paribas intends to carry out in order to neutralise the impact of employee share issues].
- for exchange in connection with external growth operations.
The shares could be purchased by any appropriate method, including in the form of block sales or by means of derivatives.
The maximum purchase price is set at EUR 100; this has been adjusted compared with the previous price authorised by the Annual Meeting of 28 May 2004 (EUR 75), to take into account the new share price on the markets (up 6.77% in 2004 and 28.24% in 2005).
Shares may be purchased at any time, unless they are the subject of a public offer.
The Board of Directors will submit a summary of these operations to the Annual Meeting to be held on 15 May 2007 (unless this date is subsequently changed) to vote on the 2006 financial statements.