2012 Registration document and annual financial report - BNP Paribas

CONSOLIDATED FINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements4Resolutions adopted at Shareholders’ General Meetings Use of authorisation in 2012Shareholders’ GeneralMeeting of 11 May 2011(16 th resolution)Authorisation to grant stock subscription or purchase options to corporateofficers and certain employees.The number of options granted may not exceed 3% of the share capitalof BNP Paribas, i.e. less than 1% a year. This is a blanket limit coveringboth the 15 th and 16 th resolutions of the Shareholders’ General Meeting of11 May 2011.This authorisation was granted for a period of 38 months .This authorisation wasnot used during the periodShareholders’General Meetingof 23 May 2012(3 rd resolution)Decision to propose to shareholders a dividend payable in cash or in newshares.Payment of the dividend in new shares had the effect of increasing theshare capital by EUR 83, 358, 352 or 41, 679, 176 shares. This operationgenerated an additional paid-in capital of EUR 941, 115, 794. 08 .41, 679, 176 new shareswith a par value of EUR 2issued on 26 June 2012Shareholders’ GeneralMeeting of 23 May 2012(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 60 per share(EUR 75 previously) would be intended to fulfil several objectives, notablyincluding :- 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 23 May 2012 (21 st resolution);- 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 of the Autorité des Marchés Financiers;- for asset and financial management purposes .This authorisation was granted for a period of 18 months and replacesthat given by the 5 th resolution of the Shareholders’ General Meeting of11 May 2011 .Under the market-makingagreement, 1, 156, 315 shareswith a par value of EUR 2were acquired and1, 245, 515 shares witha par value of EUR 2 weresold between 24 Mayand 31 December 20124Shareholders’ GeneralMeeting of 23 May 2012(13 th resolution)Authorisation to issue ordinary shares and share equivalents and securitiesgranting entitlement to debt instruments, with pre-emptive rights forexisting shareholders maintained .The par value of the capital increases that may be carried outimmediately and/or in the future by virtue of this authorisation may notexceed EUR 1 billion (representing 500 million shares) The par value ofany debt instruments that may be issued by virtue of this authorisationmay not exceed EUR 10 billion.This authorisation was granted for a period of 26 months and replacesthat given by the 12 th resolution of the Shareholders’ General Meeting of12 May 2010 .This authorisation wasnot used during the period2012 Registration document and annual financial report - BNP PARIBAS 179