La banque d'un monde qui change 2004 - BNP Paribas

Combined Annual and Extraordinary General Meeting of 18 May 2005 – Proposed resolutionsissue(s) carried out pursuant to this authorisation, chargethe share issuance costs against the related premiums, carryout any and all necessary formalities and to amend theArticles of Association to reflect the new capital amounts.This authorisation cancels and replaces the unused portionof any earlier authorisations to the same effect.In accordance with article L. 225-129-6 of the CommercialCode, the Extraordinary Meeting confirms that the fifteenthresolution adopted by the Annual Meeting of 28 May 2004authorising the Board of Directors to increase the Bank’scapital in accordance with the conditions set out by articleL. 443-5 of the French Labour Code, by issuing sharesfor subscription by participants in the Corporate SavingsPlan, without pre-emptive subscription rights for existingshareholders, has been partially implemented and remainsin effect under the terms and conditions set out in the aforementionedfifteenth resolution.• Fifteenth resolution (Authorisation to grant bonus sharesto employees and corporate officers of BNP Paribas and relatedcompanies)The Extraordinary Meeting, having reviewed the reportof the Board of Directors and the Auditors’ special report,in accordance with articles 225 et seq. of the CommercialCode:- authorises the Board of Directors to grant, on one or severaloccasions, bonus shares from share buybacks carried outby the Bank or from new share issues to:• BNP Paribas employees and corporate officers;• employees and corporate officers of companies andeconomic interest groups in which BNP Paribas directlyor indirectly holds 10% or more of share capital or votingrights;The Board of Directors shall determine the beneficiaries ofthe bonus shares, the conditions of issuance of bonus sharesand, where applicable, the basis for allocating the shares;- resolves that the total number of bonus shares issued(either in the form of existing shares or newly-issued shares)may not exceed 1.5% of the Bank’s issued capital as ofthe close of this Meeting, that the allocation of the sharesto their beneficiaries shall only be definitive after a vestingperiod of at least two years, that the shares shall be subjectto a compulsory two-year holding period as from the endof the vesting period, and that the Board of Directors shallbe entitled to extend said vesting and holding periods;- notes that, regarding bonus shares arising from new shareissues, this resolution shall entail an increase in capital atthe end of the vesting period paid up by capitalising retainedearnings, income or additional paid-in capital, and thecorresponding waiver by the shareholders of the portion ofcapitalised income, retained earnings or additional paid-incapital used for this purpose;- resolves that the term of this authorisation will be thirtyeightmonths as from the date of this Meeting.The Extraordinary Meeting grants full powers to the Boardof Directors and, by delegation, to any person duly authorisedby the Board subject to compliance with the law, to usethe above authorisation and, in order to protect the rightsof the beneficiaries, to adjust the number of bonus sharesgranted following any transactions that may have the effectof altering BNP Paribas issued capital; to determine theamount and nature of retained earnings, income or additionalpaid-in capital transferred to the capital account in the caseof new share issues; to record any capital increases carriedout in accordance with this authorisation; to amend theArticles of Association accordingly, and generally to dowhatever is necessary to use this authorisation.• Sixteenth resolution (Authorisation to be given to the Boardto reduce the Bank’s capital by the cancellation of shares)The Extraordinary Meeting, having reviewed the reportof the Board of Directors and the Auditors’ special report,authorises the Board of Directors pursuant to article L. 225-209 of the Commercial Code to cancel, on one or severaloccasions, all or part of the BNP Paribas shares thatthe Bank currently holds or that it may acquire in accordancewith the conditions laid down by the General Meeting,provided that the number of shares cancelled does not exceed10% of the total number of shares per period of twenty-fourmonths, and to reduce the capital accordingly by debitingany difference between the price paid for the cancelled sharesand their par value against additional paid-in capital orrevenue reserves, including the legal reserve up to a limitof 10% of the amount of capital cancelled.The Extraordinary Meeting gives full powers to the Boardof Directors and, by delegation, to any person duly authorisedby the Board to use this authorisation, and to sign anydocuments and carry out any and all formalities, includingamending the Articles of Association, and to take any andall other action required to use this authorisation.This authorisation is given for a period of eighteen months.This authorisation cancels and replaces the unused portionof any earlier authorisations to the same effect.309BNP PARIBAS - ANNUAL REPORT 2004