(Authorisation to be granted to the Board of Directors to carry out operations reserved for members of the BNP Paribas group Company Savings Plan that may take the form of capital increases and/or reserved sales disposals)
The Shareholders’ Meeting, acting under conditions of quorum and majority applicable to Extraordinary Shareholders’ Meetings, and after having read the reports of the Board of Directors and the special report of the Statutory Auditors in accordance with the provisions of Articles L. 3332-18 et seq. of the French Labour Code and Articles L. 225-129-2, L. 225-129-6 and L. 225-138-1 of the French Commercial Code, delegates its authority to the Board of Directors to increase the company’s capital on one or more occasions and at its discretion for a maximum nominal amount of 46 million euros, by issuing ordinary shares reserved for members of the BNP Paribas group Company Savings Plan.
Pursuant to the provisions of the French Labour Code, a vesting period of five years will apply to the shares issued, except in cases of early release.
The subscription price of shares issued pursuant to this delegation will be 20% less than the average price of the ordinary share listed on Euronext Paris over the twenty trading days preceding the day of the Board of Directors decision to set the opening date of subscriptions. During the implementation of this delegation, the Board of Directors may reduce the amount of the discount on a case-by-case basis in order to comply with tax, labour or accounting constraints applicable in the countries of operation of the companies of the BNP Paribas group participating in the capital increases. The Board of Directors may also decide to allot free ordinary shares to subscribers of new shares, in lieu of the discount and/or as the company’s contribution.
Under this delegation, the Shareholders’ Meeting decides to waive the pre-emptive subscription rights of shareholders to the ordinary shares to be issued in favour of members of the BNP Paribas group Company Savings Plan.
This delegation of authority is valid for a period of 26 months as from this Meeting.
The Shareholders’ Meeting grants all powers to the Board of Directors, which may further delegate said powers as permitted by law, to implement this authority, within the limits and under the conditions set forth above, in particular, to:
determine the companies or groupings whose employees may subscribe;
set the terms and conditions of length of service that must be fulfilled by employees who subscribe for new shares, and, within legal limits, the period of time in which employees shall release these shares;
- determine whether the subscriptions may be carried out directly or via a corporate mutual fund or other structures or entities authorised by legislative or regulatory provisions;
- fix the subscription price of the new shares;
- decide on the amount to be issued, the duration of the subscription period, the effective date of the new shares, and more generally, all the conditions of each issue;
- to record the performance of each capital increase up to the limit of the amount of shares that will be actually subscribed;
- carry out resulting formalities and amend the articles of association accordingly;
- at its discretion, to charge the cost of capital increase against the amount of the premium connected thereto after each capital increase, and to deduct from that account the sums necessary for bringing the legal reserve to its legal threshold;
- and generally take all measures necessary for carrying out capital increases, as provided by legal and regulatory provisions.
Pursuant to applicable legal provisions, the transactions envisaged in this resolution may also take the form of sales of ordinary shares to members of the BNP Paribas group Company Savings Plan.
This authorisation supersedes, up to the limit of unused portions, all previous authorisations of the same nature.
Presentation of the resolution
The privatisations of Paribas in 1987 and of BNP in 1993 provided a large number of employees with the opportunity of becoming shareholders of their company. This is an essential factor of motivation for employees, since it matches their interests with those of shareholders. Employee investments were mainly obtained with the setting up of a Company Savings Plan, open to all employees. Payments were frozen for a five-year period, and the subscription period was opened once a year, under the terms provided by law.
Capital owned by employees through the Company Savings Plan accounted for 4.54% of BNP Paribas' share capital as at 31 December 2011.
None of these shares entitle their owners to receive preferential dividends or to have double voting rights, since BNP Paribas strictly applies the principle of “1 share = 1 vote = 1 dividend”. Furthermore, each fund of the Company Savings Plan is managed by a Supervisory Council, made up of elected employee representatives, who are by nature independent of the BNP Paribas Group’s management. The Chairman of each Supervisory Council votes independently, in person and at the BNP Paribas General Meeting: no proxy is given to the Chairman of BNP Paribas.
To further reinforce the involvement of all employees in promoting the company’s development and the value creation process, the twentieth resolution asks the Shareholders’ Meeting to authorise the Board of Directors to carry out operations reserved for members of the BNP Paribas group Company Savings Plan for a nominal amount of 46 million euros for a 26-month period. This authorisation would include the waiving of pre-emptive subscription rights. This amount of 46 million euros represents 23 million ordinary shares, which is barely 2% of the current share capital and therefore less than 1% per year on the average. This authorisation would replace all other authorisations of a similar nature currently in force.