(Issuing, with suppression of the preferential subscription right, of Ordinary shares and of securities giving access to the share capital intended to pay for securities contributed within the framework of public offers of exchange)
Ruling under the quorum and majority conditions required for Extraordinary General Meetings, after having heard the report of the Board of Directors and in accordance with Article L.225-148 of the Commercial Code, the General Meeting :
- delegates to the Board of Directors its power, with the right of redelegation to the Chief Executive Officer or, in agreement with the latter, to one or several Deputy Chief Executive Officers, for the purpose of deciding on and making an increase in share capital, in one or several instalments, with a view to paying for securities contributed within the framework of public offers of exchange initiated by BNP Paribas, notably :
- to fix the exchange ratio as well as, if need be, the amount of the balance in cash to be paid; to certify the number of securities contributed in the exchange as well as the number of Ordinary shares or securities to be created as payment;
- to stipulate the dates, issue conditions, notably the price and the date of dividends or coupon rights of the new Ordinary shares or, if need be, of the securities giving access to the share capital of BNP Paribas
- to recognise in the liabilities on the balance sheet in a “Contribution premium” account in which the rights of all the shareholders shall be included, the difference between the issue price of the new Ordinary shares and their par value;
- fixes at € 350 million the maximum increase amount in share capital likely to result from the issues authorised by this resolution;
- delegates full powers to the Board of Directors for the purposes of deducting, if need be, from the contribution premium all of the expenses and duties incurred by the increase in share capital, deducting from the contribution premium the amounts necessary to fund the statutory reserve and proceeding with the corresponding amendments to the Articles of Association.
The delegation thus granted to the Board of Directors is valid for a period of 26 months from the date of this Meeting and invalidates any prior delegation with the same purpose for the unused amounts;
Presentation of the resolution
The fourteenth resolution requests shareholders to authorise the Board of Directors for 26 months to issue securities with the suppression of the preferential subscription right, with a view to paying for securities that may be contributed to BNP Paribas within the framework of public offers of exchange for one or several other companies.
The maximum par value of the increases in share capital thus capable of being made would then be € 350 million. It would thus entail the creation of a number of new shares equivalent to approximately 14.8% of the existing share capital. This authorisation would then give BNP Paribas the flexibility necessary to make successful small and medium sized takeovers.