2012 Registration document and annual financial report - BNP Paribas

4CONSOLIDATEDFINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statementsNote 8ADDITIONAL INFORMATION8.a CHANGES IN SHARE CAPITAL AND EARNINGS PER SHAREResolutions of the Shareholders’ General Meeting valid for 2012The following authorisations to increase or reduce the share capital have been granted to the Board of Directors under resolutions voted in Shareholders’General Meetings and were valid during 2012:Resolutions adopted at Shareholders’ General Meetings Use of authorisation in 20124Shareholders’ GeneralMeeting of 12 May 2010(19 th resolution)Authorisation granted to the Board of Directors to carry out transactionsreserved for members of the BNP Paribas Group’s Corporate Savings Planin the form of new share issues and/or sales of reserved shares.Authorisation was given to increase the share capital within the limit ofa maximum par value of EUR 46 million on one or more occasions byissuing ordinary shares, with waiving of pre-emptive rights for existingshareholders, reserved for members of the BNP Paribas Group CorporateSavings Plan.This authorisation was granted for a period of 26 months and was nullifiedby the 20 th resolution of the Shareholders’ General Meeting of 23 May2012 .4, 289, 709 new shareswith a par value of EUR 2issued on 29 June 2012Shareholders’ GeneralMeeting of 11 May 2011(5 th resolution)Authorisation given to the Board of Directors to set up a share buybackprogramme for the Company until it holds at most 10% of the sharesforming the share capital.Said acquisitions of shares at a price not exceeding EUR 75 would beintended to fulfil several objectives, notably including :- honouring obligations arising from the issue of share equivalents,stock option programmes, the award of free shares, the award or saleof shares to employees in connection with the employee profit-sharingscheme, employee share ownership plans or corporate savings plans;- cancelling shares following authorisation by the Shareholders’General Meeting of 11 May 2011;- covering any allocation of shares to the employees and corporateofficers of BNP Paribas and companies exclusively controlled byBNP Paribas within the meaning of Article L.233-16 of the FrenchCommercial Code;- for retention or remittance in exchange or payment for externalgrowth transactions, mergers, spin-offs or asset contributions;- in connection with a market-making agreement complying with theCode of Ethics recognised by the Autorité des Marchés Financiers;- for asset and financial management purposes .This authorisation was granted for a period of 18 months and was nullifiedby the 5 th resolution of the Shareholders’ General Meeting of 23 May 2012 .Under the market-makingagreement, 586, 934 shareswith a par value of EUR 2were acquired and 577, 489 shareswith a par value of EUR 2were sold between1 January and 23 May 2012Shareholders’ GeneralMeeting of 11 May 2011(15 th resolution)Authorisation to allot performance shares to the Group’s employees andcorporate officers.The shares awarded may be existing shares or new shares to be issuedand may not exceed 1.5% of BNP Paribas’ share capital, i.e. less than0.5% a year.This authorisation was granted for a period of 38 months .1, 921, 935 performance sharesgranted at the Board meetingof 6 March 20121782012 Registration document and annual financial report - BNP PARIBAS