2012 Registration document and annual financial report - BNP Paribas

CONSOLIDATED FINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012Notes to the financial statements4➤ SHARES ISSUED BY BNP PARIBAS AND HELD BY THE GROUPProprietary transactions Trading transactions (1) TotalNumberof sharesCarryingamount(in millionsof euros )Numberof sharesCarryingamount(in millionsof euros )Numberof sharesCarryingamount(in millionsof euros )Shares held at 31 December 2010 2,914,178 162 (4,499,794) (214) (1,585,616) (52)Acquisitions 17,294,952 614 17,294,952 614Disposals (2,530,370) (127) (2,530,370) (127)Shares delivered to employees (13,464) (1) (13,464) (1)Other movements (1,700,548) (89) (1,580,236) 30 (3,280,784) (59)Shares held at 31 December 2011 15,964,748 559 (6,080,030) (184) 9,884,718 375Acquisitions 1,743,249 58 1,743,249 58Disposals (1,823,004) (59) (1,823,004) (59)Shares delivered to employees (352,306) (15) (352,306) (15)Capital decrease (12,034,091) (378) (12,034,091) (378)Other movements (920) 4,714,581 126 4,713,661 126Shares held at 31 December 2012 3,497,676 165 (1,365,449) (58) 2,132,227 107(1) Short selling in the framework of an activity of trading and arbitrage transactions on equity indices .4At 31 December 2012, the BNP Paribas Group was a net buyer of 2, 132, 227BNP Paribas shares representing an amount of EUR 107 million, whichwas recognised as a reduction in equity.During 2011, BNP Paribas SA acquired on the market, outside the marketmakingagreement, 12, 034, 091 shares at an average price of EUR 31.39with the intention of cancelling these shares. They have been cancelledfollowing the decision of the Board of Directors made on 14 December2012.Under the Bank’s market-making agreement with BNP Paribas sharein the Italian market, and in line with the Code of Ethics recognised bythe AMF, BNP Paribas SA bought back 1, 743, 249 shares during 2012at an average share price of EUR 33.36, and sold 1, 823, 004 treasuryshares at an average share price of EUR 33.70. At 31 December 2012,149, 832 shares worth EUR 6.3 million were held by BNP Paribas underthis agreement.From 1 January to 31 December 2012, 351, 808 BNP Paribas shareswere delivered following the definitive award of free shares to theirbeneficiaries.Preferred shares and Undated Super Subordinated Notes(TSSDI) eligible as Tier 1 regulatory capitalPreferred shares issued by the Group’s foreign subsidiariesIn January 2003, BNP Paribas Capital Trust VI, a subsidiary under theexclusive control of the Group, made a EUR 700 million issue of nonvotingundated non-cumulative preferred shares governed by the lawsof the United States, which did not dilute BNP Paribas ordinary shares.The shares pay a fixed-rate dividend for a period of ten years. Theyare redeemable at the issuer’s discretion after a ten-year period, andthereafter at each coupon date. In case they are not redeemed in 2013,a Euribor-indexed dividend will be paid quarterly. The issuer has theoption of not paying dividends on these preferred shares if no dividendsare paid on BNP Paribas SA ordinary shares and no coupons are paid onpreferred share equivalents (Undated Super Subordinated Notes) in theprevious year. Unpaid dividends are not carried forward.During 2011 and 2012, EUR 500 million and EUR 660 million of undatedpreferred shares of the same type as those described above wereredeemed.In 2003 and 2004, the LaSer-Cofinoga sub-group, which is proportionatelyconsolidated by BNP Paribas made three issues of undated non-votingpreferred shares through special purpose entities governed by UK law andexclusively controlled by the LaSer-Cofinoga sub-group. These shares paya non-cumulative preferred dividend for a ten-year period, at a fixed ratefor those issued in 2003 and an indexed rate for the 2004 issue. After thisten-year period, they will be redeemable at par at the issuer’s discretionat the end of each quarter on the coupon date, and the dividend payableon the 2003 issue will become Euribor-indexed.In October 2012, EUR 45 million of the 2003 issue have been repurchased,generating a gross gain in shareholders’ equity of EUR 4 million.2012 Registration document and annual financial report - BNP PARIBAS 183