(Authorisation of a plan by BNP Paribas to buy back its own shares)
The Shareholders’ Meeting, acting under conditions of quorum and majority applicable to Shareholders’ Meetings, authorises the Board of Directors, in accordance with the provisions of Articles L. 225-209 et seq. of the French Commercial Code, to acquire a number of shares representing up to 10% of the number of shares comprising the registered capital of BNP Paribas. For information, this represents, on the date of the last recorded capital of 17 January 2012, a maximum of 120,774,598 shares.
The Shareholders’ Meeting decides that the shares may be acquired:
- for the purpose of their cancellation under the conditions defined by the Extraordinary Shareholders’ Meeting;
- to fulfil obligations related to the issue of securities giving access to the share capital, stock option plans, allocation of bonus shares, allocation or sale of shares to employees under employee profit-sharing schemes, employee shareholding plans or employee savings plans, and to all forms of share allocation to employees and corporate officers of BNP Paribas and companies exclusively controlled by BNP Paribas within the meaning of Article L. 233-16 of the French Commercial Code;
- to keep the shares bought and to deliver them later in exchange or in payment for external growth operations, mergers, spin-offs or contributions;
- in connection with a liquidity contract in line with the Charter of Ethics recognised by the French financial markets authority, Autorité des Marchés Financiers (AMF);
- for the purposes of asset and financial management.
These shares may be bought back at any time, except in the case of public offering of BNP Paribas securities, in compliance with applicable regulations, and through all means, including through buying blocks of shares or using derivative products admitted for trading in a regulated or over-the-counter market.
The maximum purchase price may not exceed 60 euros per share. Given the number of shares that make up the company's share capital as at 17 January 2012, and subject to adjustments linked to possible BNP Paribas corporate actions, this represents a maximum purchase amount of 7,246,475,880 euros.
The Shareholders’ Meeting confers all powers on the Board of Directors, which may further delegate such authority as permitted by law, to implement this authority, and, in particular, to carry out all stock exchange orders, draw up all agreements relating to the registration of purchases and sales of shares, make all declarations to the AMF, carry out all formalities and make all declarations and generally do all that is necessary.
This authorization replaces the one granted by the fifth resolution of the Shareholders’ Meeting of 11 May 2011 and is granted for a period of 18 months as from this Meeting.
Presentation of the resolution
This resolution proposes to shareholders to authorise the Board, for an 18-month period, to set up a programme for the buying back of the Company's own shares, up to the legal threshold of 10% of its registered capital.
The purpose of these acquisitions will be, in particular:
- to employees under profit-sharing, employee shareholding and employee savings plans,
- to BNP Paribas employees and corporate officers under stock option programmes as well as the allocation of bonus shares or any other form of share allocation;
Acquisitions will be made through any means, including trading blocks of shares or using derivatives. The maximum purchase price is set at 60 euros per share, which has decreased compared with the previous limit of 75 euros, to take stock market trends into account.
Purchases may be made at any time, except in the case of a public offering of the company's shares. The Board of Directors will ensure that these buybacks are conducted in compliance with the prudential requirements defined by law and the Prudential Control body (Autorité de Contrôle Prudentiel).