The Annual Meeting, having reviewed the report of the Board of Directors and the information memorandum approved by the Autorité des Marchés Financiers, resolves, in accordance with section L 225-209 of the Commercial Code, to authorise the Board of Directors to buy back up to 90,361,560 BNP Paribas SA shares, representing 10% of the issued capital of the Bank as of the date of this Meeting.
The shares may be acquired in order to stabilise the share price, or to take advantage of market opportunities, or for remittance in exchange or payment for external growth transactions or on the issue of shares or share equivalents, for allocation or sale to employees in connection with the employee profit-sharing scheme, employee share ownership plans or corporate savings plans, or in connection with stock option plans set up in favour of officers and key employees of the Bank, or in order to be held in treasury stock, or for the purpose of being sold or exchanged or otherwise transferred on a regulated market or over-the-counter, or for the purpose of being cancelled at a later date, on a basis to be determined by the shareholders in Extraordinary Meeting, or in connection with the management of the Bank's assets and liabilities and its financial position.
The shares may be purchased, sold or transferred at any time 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 € 75 per share, representing a maximum purchase price of € 6,777,117,000 if the authorisation is used in full. The shares may not be sold at a price of less than € 35 per share.
These maximum and minimum prices may be adjusted following any transactions that have the effect of altering the Bank's issued capital.
The Annual Meeting gives full powers to the Board of Directors and, by delegation, to any person duly authorised by the Board, to place any and all buy and sell orders, enter into any and all agreements, carry out any and all formalities and take any and all other action required to use this authorisation.
This authorisation is given for a period of eighteen months.
The Board of Directors will be required to report to shareholders at each Annual Meeting on the share buybacks, transfers, sales and cancellations carried out under this authorisation.
This authorisation cancels and replaces the unused portion of any earlier authorisations to the same effect.
Presentation of the resolution
In the sixth resolution, after presentation of the Information Memorandum approved by the Autorité des Marchés Financiers, 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 authorisation replaces the one given at last year's AGM.
The shares would be acquired for several purposes, as follows:
These authorisations are necessary to implement the share buyback programme which BNP Paribas intends to carry out in 2004 for various reasons including to neutralise the impact of employee share issues.
The shares could be purchased and sold by any appropriate method, including in the form of block sales or by means of derivatives.
The maximum purchase price is set at € 75 and the minimum sale price at € 35. The maximum and minimum prices authorised by the AGM of 14 May 2003 (€ 70 and € 30 respectively) have been adjusted to take into account changes in market prices over the period.
The Board of Directors will report to shareholders on the transactions carried out under this authorisation at the AGM to be held to approve the 2004 accounts, the date of which has been provisionally set at 18 May 2005.