Proposed resolutions : May 15th 2007
Eleven resolutions are then tabled at the Extraordinary Meeting:
Sixteenth resolution
(Amendment of the Bank's Articles of Association in accordance with the French governmental decree of 11 December 2006 which amends the terms and conditions relating to attendance at Shareholders' Meetings provided for in the decree of 23 March 1967 concerning commercial companies)
Having heard the report of the Board of Directors, the Extraordinary General Meeting resolves to amend the Bank's Articles of Association in accordance with decree no. 2006-1566 of 11 December 2006 which amends the terms and conditions relating to attendance at Shareholders' Meetings provided for in the decree of 23 March 1967 concerning commercial companies. Consequently, article 18 of section V of the Articles of Association is amended to read as follows:
Article 18
General Meetings shall be composed of all shareholders.
General Meetings shall be called and held in accordance with the provisions of the French Commercial Code (Code de Commerce) and the related implementing decrees.
They shall be held either at the head office or at any other venue specified in the notice of meeting.
They shall be chaired by the Chairman of the Board of Directors, or, in his absence, by a director appointed for this purpose by the General Meeting.
Shareholders may participate in General Meetings in person, by proxy or by casting a postal vote, subject to submitting evidence of ownership of their shares.
Share ownership is evidenced by an entry in BNP Paribas' share register in the name of the shareholder, or in the register of bearer shares held by the applicable authorised intermediary, at the time and under the conditions set forth by the applicable legislation. In the case of bearer shares, the authorised intermediary shall provide a certificate of participation for the shareholders concerned.
The deadline for returning postal voting forms shall be determined by the Board of Directors and stated in the notice of meeting published in the French legal announcements journal (Bulletin d'Annonces Légales Obligatoires).
When shares are held by beneficial and non-beneficial owners, voting rights in General Meetings shall be exercised by the beneficial owner.
If the Board of Directors so decides when a General Meeting is called, the public broadcasting of the entire Meeting by videoconferencing or any other telecommunication or remote transmission methods, including web-based technology, may be authorised. Where applicable, this decision shall be indicated in the notice of meeting published in the French legal announcements journal (Bulletin d'Annonces Légales Obligatoires).
In addition, if the Board of Directors so decides when a General Meeting is called, shareholders may take part in the Meeting by videoconferencing or any other telecommunication or remote transmission methods, including web-based technology, in accordance with the conditions provided for by the regulations applicable at the time such methods are used. Where applicable, this decision shall be indicated in the notice of meeting published in the French legal announcements journal (Bulletin d'Annonces Légales Obligatoires).
Presentation of the resolution
The sixteenth resolution concerns amendments to be made to the Bank's Articles of Association relating to attendance at Shareholders' Meetings. The main purpose of these amendments is to align the Articles of Association with the French governmental decree of 11 December 2006 which states that shareholder's ownership, and thus the right to participate in General Meetings, are from now on evidenced by a statement of participation drawn up by an authorised financial intermediary, and therefore no more by a certificate attesting that the shares have been placed in a blocked account.
(Amendment of the Bank's Articles of Association in accordance with the French governmental decree of 11 December 2006 which amends the terms and conditions relating to attendance at Shareholders' Meetings provided for in the decree of 23 March 1967 concerning commercial companies)
Having heard the report of the Board of Directors, the Extraordinary General Meeting resolves to amend the Bank's Articles of Association in accordance with decree no. 2006-1566 of 11 December 2006 which amends the terms and conditions relating to attendance at Shareholders' Meetings provided for in the decree of 23 March 1967 concerning commercial companies. Consequently, article 18 of section V of the Articles of Association is amended to read as follows:
Article 18
General Meetings shall be composed of all shareholders.
General Meetings shall be called and held in accordance with the provisions of the French Commercial Code (Code de Commerce) and the related implementing decrees.
They shall be held either at the head office or at any other venue specified in the notice of meeting.
They shall be chaired by the Chairman of the Board of Directors, or, in his absence, by a director appointed for this purpose by the General Meeting.
Shareholders may participate in General Meetings in person, by proxy or by casting a postal vote, subject to submitting evidence of ownership of their shares.
Share ownership is evidenced by an entry in BNP Paribas' share register in the name of the shareholder, or in the register of bearer shares held by the applicable authorised intermediary, at the time and under the conditions set forth by the applicable legislation. In the case of bearer shares, the authorised intermediary shall provide a certificate of participation for the shareholders concerned.
The deadline for returning postal voting forms shall be determined by the Board of Directors and stated in the notice of meeting published in the French legal announcements journal (Bulletin d'Annonces Légales Obligatoires).
When shares are held by beneficial and non-beneficial owners, voting rights in General Meetings shall be exercised by the beneficial owner.
If the Board of Directors so decides when a General Meeting is called, the public broadcasting of the entire Meeting by videoconferencing or any other telecommunication or remote transmission methods, including web-based technology, may be authorised. Where applicable, this decision shall be indicated in the notice of meeting published in the French legal announcements journal (Bulletin d'Annonces Légales Obligatoires).
In addition, if the Board of Directors so decides when a General Meeting is called, shareholders may take part in the Meeting by videoconferencing or any other telecommunication or remote transmission methods, including web-based technology, in accordance with the conditions provided for by the regulations applicable at the time such methods are used. Where applicable, this decision shall be indicated in the notice of meeting published in the French legal announcements journal (Bulletin d'Annonces Légales Obligatoires).
Presentation of the resolution
The sixteenth resolution concerns amendments to be made to the Bank's Articles of Association relating to attendance at Shareholders' Meetings. The main purpose of these amendments is to align the Articles of Association with the French governmental decree of 11 December 2006 which states that shareholder's ownership, and thus the right to participate in General Meetings, are from now on evidenced by a statement of participation drawn up by an authorised financial intermediary, and therefore no more by a certificate attesting that the shares have been placed in a blocked account.