(Issue of ordinary shares and transferable securities granting access to the capital for the purpose of remunerating contributions of unlisted shares up to the limit of 10% of the capital)
The General Meeting, ruling under the conditions of quorum and majority required for extraordinary general meetings, after hearing the Board of Directors’ report and pursuant to Article L. 225-147 paragraph 6 of the Commercial Code:
- delegates to the Board of Directors the powers necessary for carrying out an increase in capital, on one or more occasions, for the purpose of remunerating contributions in kind granted to BNP Paribas of capital shares or transferable securities granting access to the capital not admitted to trading on a regulated market of a State that is party to the agreement on the European Economic Area or is a member of the Organisation of Economic Cooperation and Development;
- sets the nominal maximum global amount of the capital increases that may result from the issues authorised by this resolution at 10% of the share capital on the date of the Board of Directors’ resolution;
- resolves that the number of ordinary shares issued by BNP Paribas in remuneration of the contributions in kind stipulated in this resolution shall be determined by setting the unit issue price of the newly issued shares at a minimum of the weighted average of the prices for the last three stock trading sessions on the market of Euronext Paris preceding the setting of the issue price, less 5%;
- delegates all powers to the Board of Directors for the purpose of approving the valuation of the contributions, recognizing the implementation, where necessary charging to the contribution premium all fees and charges incurred as a result of the capital increase, deducting from the contribution premium the sums necessary for appropriation of the legal reserve and carrying out 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 as from this Meeting and invalidates with effect therefrom the delegation granted by the sixteenth resolution of the Combined General Meeting of 21 May 2008 for the unutilised balance thereof.
Presentation of the resolution
In the thirteenth resolution, the General Meeting is being asked to authorise the Board of Directors, for 26 months, to issue ordinary shares in order to remunerate contributions of unlisted securities up to a limit of 10% of the capital on the date of the Board’s decision.
The adoption of this resolution would give BNP Paribas the resources for greater reactivity and would therefore increase its negotiating abilities, which are all factors favourable to the interests of the shareholders, who would also be protected by the following two measures:
* as stipulated by law, the Board of Directors would approve the valuation of the contributions after duly noting the report from the Auditors for the contributions; this report would be communicated to the shareholders at the following General Meeting;
* despite the latitude offered by the law, the issue price would not be freely determined by the Board, but would refer to market conditions because it would be calculated as “at a minimum, the weighted average of the prices for the last three market sessions prior to the date the issue price is set, minus 5%”.
This authority would cancel the authority granted by the sixteenth resolution of the General Meeting of 21 May 2008 for the unused balance of this authority on the date of the present Meeting. In effect, the sixteenth resolution of the General Meeting of 21 May 2008 (which authorises the creation of a maximum of about 110 million shares ), has been used to a large extent by BNP Paribas for the merger with Fortis, with the issue of approximately 88.2 million shares as consideration for the contribution of 54.55% of the capital of Fortis Banque (the entity that also controls 50.01% of the capital of BGL).
Thus, this resolution is intended to “reconstitute” the manoeuvring margins for BNP Paribas for remuneration of unlisted securities, given that the authorities for a capital increase with elimination of the Pre-emptive Subscription Right granted to the Board remain limited by the provisions of Resolution 17 of the General Meeting of 21 May 2008, which authorises the creation of a maximum of 175 million shares, which is still 86.8 million shares (175 – 88.2), representing 8.3% of the capital post-contributions (not including the creation of non-voting shares, which further reduces this ratio to 7%).