(Non-compete agreement between BNP Paribas and Jean-Laurent Bonnafé)
The Annual General Meeting, in accordance with the quorum and majority requirements applicable to Ordinary General Meetings, acknowledges the special report prepared by the Statutory Auditors on related party agreements and commitments falling under articles L.225-38 et seq. of the French Commercial Code. It approves the non-compete agreement between BNP Paribas and Jean-Laurent Bonnafé.
Presentation of the resolution
As part of a company’s activities, agreements may occur directly or indirectly between it and one of its corporate officers, or another company with which it has common management, or a shareholder holding more than 10% of the share capital.
In order to prevent potential conflicts of interest, these agreements are first given prior authorisation by the Board of directors and must then be approved by the Annual General Meeting after a hearing of the special report of the Statutory Auditors pursuant to articles L.225-38 et seq. of the French Commercial Code.
This is the purpose of the fourth resolution.
BNP Paribas’ environment has become highly competitive due to the consolidation of the banking sector, the emergence of new players in the field of financial services, the development of digital technologies, customers’ new demands on their traditional banks, and the new regulations applicable to the banking industry.
Given the crucial contribution of Jean-Laurent Bonnafé to the Bank’s management and development, the Board of directors of BNP Paribas has deemed that a non-compete agreement would protect the interests of BNP Paribas and its shareholders in the event of Jean-Laurent Bonnafé’s departure. Should he cease to perform any function or duty within BNP Paribas, Jean-Laurent Bonnafé undertakes, for a period of twelve months, not to directly or indirectly engage in any activity for the benefit of a credit institution, investment company or insurance company whose securities are admitted to trading on a regulated market in France or any other country, or in France for the benefit of a credit institution, investment company or insurance company whose securities are not admitted to trading on a regulated market.
The parties have agreed that Jean-Laurent Bonnafé would receive an indemnity equal to 1.2 times the fixed compensation and the variable compensation (excluding LTIP compensation) paid to him during the year preceding his departure. The indemnity would be paid monthly in twelve equal instalments.
Moreover, Jean-Laurent Bonnafé has renounced to any indemnity that may have been payable to him under the related-party agreement pursuant to the termination of his duties as Chief Executive Officer approved by the Annual General Meeting of 15 May 2013.