2012 Registration document and annual financial report - BNP Paribas

8GENERALINFORMATIONStatutory Auditors’ special report on related party agreements and commitments1. Jean-Laurent Bonnafé will receive no termination benefits:■■■in the event of serious misconduct or wilful misconduct,in the event the performance conditions listed in paragraph 2 are not met, orin the event he decides to voluntarily leave his position as Chief Executive Officer.2. If the termination of Jean-Laurent Bonnafé’s duties occur under conditions not listed in paragraph 1, he will receive a conditional indemnity calculatedas follows:(a) if, during at least two of the last three years preceding the termination of his duties as Chief Executive Officer, Jean-Laurent Bonnafé has fulfilledat least 80% of the quantitative objectives set by the Board of Directors to determine his variable compensation, the reference for the calculationof his indemnity will be equal to two years of his last fixed salary and target variable compensation prior to termination;(b) in the event the success rate specified in paragraph 2(a) is not met but the Company reports a positive netincome attributable to equity holders for two of the last three years preceding the termination of his duties,Jean-Laurent Bonnafé will receive an indemnity equal to two years of his compensation for 2011.3. In the event of the termination of Jean-Laurent Bonnafé’s duties during the year preceding the date on which he will have the possibility to retire,the indemnity due:■■will be limited to half the indemnity specified above, andwill be subject to the same conditions.AGREEMENTS AND COMMITMENTS PREVIOUSLY APPROVED BY THE ANNUAL GENERALMEETINGAgreements and commitments approved in previous years which were implemented during the yearPursuant to article R.225-30 of the French Commercial Code, we were informed that the following agreements and commitment, approved in previousyears by the Annual General Meeting, were implemented during the year.■ Agreement setting out relations with AXA (approved by the meeting of the Board of Directors on 30 July 2010)Director concerned:Michel Pébereau, Director of AXAHonorary Chairman – Director of BNP ParibasAt its meeting on 30 July 2010, the Board of Directors of BNP Paribas authorised the signing of an agreement (referred to herein as “the Agreement”)between AXA and BNP Paribas. The nature, purpose and main terms and conditions of the Agreement are described below.The Agreement entered into on 5 August 2010 between AXA (acting on its own behalf and on behalf of the AXA group) and BNP Paribas (acting on itsown behalf and on behalf of the BNP Paribas Group) came into force at the date of its signature and replaced as of that date the previous agreemententered into on 15 December 2005 which was previously disclosed to the shareholders.The Agreement provides for a mutual obligation to inform the other party in the event of a change in the cross-holdings between the groups.8Under the Agreement, each party also has a call option on the other’s shareholding, exercisable in the event of a hostile takeover of either party. In theevent of a hostile takeover of BNP Paribas by a third party, the AXA group will have the option to buy back all or a portion of the interest still held bythe BNP Paribas Group in AXA at the date on which the call option is exercised.Similarly, in the event of a hostile takeover of AXA by a third party, the BNP Paribas Group will have an identical call option on the interest held by theAXA group in BNP Paribas.The Agreement is entered into for an initial term of three years as from its entry in force on 5 August 2010. It is automatically renewable for consecutiveperiods of one year, unless express notice of termination is given by one of the parties at least three months in advance of its expiry date.The Agreement was announced by the French financial markets authority (Autorité des marchés financiers – AMF) on 9 August 2010.4342012 Registration document and annual financial report - BNP PARIBAS