(Issuing, with suppression of the preferential subscription right, of Ordinary shares intended to pay for contributions of unlisted securities within a limit of 10 % of the share capital)
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 the provisions of Article L. 225-147, paragraph 6, of the Commercial Code, the General Meeting :
- delegates to the Board of Directors the powers necessary for the purpose of making an increase in share capital by the issuing of Ordinary shares, in one or several instalments, with a view to paying for contributions in kind made to BNP Paribas of equity securities or securities giving access to the share capital not listed for trading on a regulated market of a State that is a party to the agreement about the European Economic Area or a member of the Organisation for Economic Cooperation and Development;
- fixes at 10% of the share capital on the date of the decision of the Board of Directors the maximum par value of the increase in share capital likely to result from issues authorised by this resolution;
- delegates full powers to the Board of Directors, with the right of redelegation under the conditions stipulated by the law, for the purposes of approving the valuation of the contributions, deciding on increases in share capital to pay for contributions and certifying the completion thereof, fixing the methods according to which the protection, if need be, of the rights of the holders of securities giving access to the share capital shall be provided, deducting, if need be, from the contribution premium all of the expenses and duties resulting from the increase in share capital, deducting from the contribution premium the amounts necessary for the funding of the statutory reserve, making the corresponding amendments to the Articles of Association and, generally, taking any measures and carrying out any formalities necessary for the issuing, the listing or the financial servicing of the Ordinary shares issued by virtue of this delegation as well as for the exercising of the rights that are attached thereto.
The delegation thus given to the Board of Directors is valid for a period of 26 months from the date of this Meeting and invalidates any prior delegation for the same purpose for the unused amounts.
Presentaiton of the resolution
The fifteenth resolution requests the Meeting to authorise the Board of Directors for 26 months to issue ordinary shares with a view to paying for contributions of unlisted securities within the limit of 10 % of the share capital on the date of the Board’s decision. The adoption of this resolution would give BNP Paribas the means for greater reactiveness and would thus increase its negotiating capacity, all factors that are in the interests of the shareholders. It is, moreover, this specific provisions that allowed the quick realisation in 2009 of the establishing of links between your company and the Fortis Group. As the law stipulates, the Board of Directors would proceed with the approval of the valuation of the contributions after having taken note of the report of the Contributions Assessors.
This report would be provided to the shareholders at the next General Meeting.This delegation would invalidate that granted by the thirteenth resolution of the General Meeting of 13 May 2009 for the current unused balance of the said delegation.