(Appropriation of profit for the financial year ended 31 December 2011 and distribution of the dividend)
The Shareholders’ Meeting, acting under conditions of quorum and majority applicable to Shareholders’ Meetings, decides to appropriate the profit shown in BNP Paribas SA financial statements as follows:
|Net profit for the year||3,465,928,644.35|
|Retained earnings||16 748 103 930,93|
|Total||20 214 032 575,28|
|Dividend||1 449 295 183,20|
|Retained earnings||18 764 737 392,08|
|Total||20 214 032 575,28|
The dividend in the amount of 1,449,295,183.20 euros corresponds to a distribution of 1.20 euros per ordinary share of par value of 2 euros, it being understood that all powers are given to the Board of Directors to allot the fraction of the dividend corresponding to BNP Paribas treasury shares to “Retained earnings”.
The Shareholders' Meeting authorises the Board of Directors to deduct from the “Retained earnings" account all the sums required to pay the dividend determined above to shares obtained through the exercising of stock options before the date of payment of the dividend.
The dividend proposed qualifies for the rebate provided for in Article 158-3-2° of the French General Tax Code.
The Shareholders’ Meeting, in accordance with the provisions of Article L. 232-18 of the French Commercial Code and Article 21 of the BNP Paribas articles of association, decides that the shareholders may choose to receive their dividends:
- in cash, or
- in new ordinary shares.
Shareholders may opt to receive their dividends in cash or new ordinary shares from 30 May 2012 to 15 June 2012 inclusive by submitting a request to their account holders, which must be for all dividends to which they are entitled. After this deadline expires, dividends may be paid in cash only.
The ex-dividend date for the financial year 2011 is 30 May 2012 and the dividend will be payable in cash or shares on 26 June 2012 on the positions closed on the evening of 29 May 2012.
Pursuant to the provisions of Article L. 232-19 of the French Commercial Code, the issue price of new ordinary shares that will be issued as payment of dividends will be equal to 90% of the average of the first prices quoted for the twenty trading sessions preceding the day of the decision to pay out dividends, less the net amount of the dividend, and rounded up to the nearest euro cent.
If the amount of dividends for which the option is exercised does not correspond to a whole number of shares, the shareholder may obtain the number of shares rounded up to the nearest whole number by paying, on the day that the option is exercised, the difference in cash, or, conversely, the number of shares rounded down to the nearest whole number and completed with the balance in cash.
Ordinary shares issued in payment for the dividend will be entitled to dividends from 1 January 2012.
The Shareholders’ Meeting gives all powers to the Board of Directors, who may further delegate these powers to the Board Chairman, to take all the measures necessary for the payment of dividends in shares, charge any expenses and fees resulting from the capital increase to the share premium, deduct from this premium the sums required to bring the legal reserve to a tenth of the new capital, to record the capital increase that will result from this resolution and amend the Company’s articles of association accordingly.
In accordance with Article 47 of Law No. 65-566 of 12 July 1965, the dividends distributed for the three previous financial years were as follows:
|Financial year||Par value of share||Number of
|Net dividend per share||Amount of the distribution entitled to the rebate provided for in Article 158 3-2° of the French General Tax Code|
|2008||2,00||1 043 543 526||1,00||1 043 543 526,00|
|2009||2,00||1 184 032 161||1,50||1 776 048 241,50|
|2010||2,00||1 200 346 221||2,10||2 520 727 064,10|
Presentation of the resolution
The third resolution proposes the appropriation of the company's earnings for the 2011 financial year and the payment of dividends. The earnings recorded by BNP Paribas SA, which amount to 3,465.929 million euros, plus retained earnings of 16,748.104 million euros, represent a total of 20,214.033 million euros to be distributed. The dividend paid to shareholders would amount to 1,449.295 million euros, corresponding to a distribution of 1.20 euros per share. This would mean a distribution rate of 25.1% of consolidated earnings. 18,764.737 million euros would be allocated to retained earnings.
The ex-dividend date is on 30 May 2012, for a payment on 26 June 2012. The Shareholders’ Meeting is proposing to offer each shareholder the possibility of opting for payment in new shares of the total dividends due for the shares owned. The new shares that will be issued under this option as payment of dividends will be equal to 90% of the average of the prices quoted for the twenty trading sessions preceding the day of the Shareholders’ Meeting less the net amount of the dividend, rounded up to the nearest euro cent. Requests for the above option should be made between 30 May 2012 and 15 June 2012 inclusive.