(Issue, with maintenance of pre-emptive subscription rights, of ordinary shares and securities that give access to the share capital or to the allocation of debt securities)
The Shareholders’ Meeting, acting under conditions of quorum and majority applicable to Extraordinary Shareholders’ Meetings, and after having read the Board of Directors’ report, and the Auditors’ special report, and in accordance with articles L.225-129 et seq. of the French Commercial Code, in particular article L.225-129-2 and articles L.228-91 et seq. of the said Code:
- authorises the Board of Directors, which may further delegate its authority as permitted by law, to decide to issue and to issue, on one or more occasions, in the proportions and at the times it deems fit, both in France and abroad, BNP Paribas ordinary shares as well as securities that give the holder access to BNP Paribas’s share capital or confer the right to the allocation of debt securities or give access to the share capital of a company in which BNP Paribas holds, directly or indirectly, more than half the share capital;
- decides that the nominal amount of capital increases that may be carried out immediately and/or subsequently under this delegation, may not exceed EUR 1 billion, an amount to which the nominal value of any additional shares to be issued to maintain the rights of holders of securities that give access to the share capital will be added, in accordance with applicable laws and regulations;
- also decides that the nominal amount of debt securities that could be issued in application of this delegation may not exceed
EUR 10 billion or the equivalent value of this amount in the event of the issue in foreign currency or in units of account that are fixed in reference to several currencies;
- decides that the shareholders may exercise, under conditions defined by law, their pre-emptive subscription rights. Furthermore, the Board of Directors will have the option of granting shareholders the right to subscribe for securities in excess of the number they are entitled to as of right, proportionally to their subscription rights and not exceeding the number of securities requested.
If the subscriptions as of right, and where applicable, subscriptions for excess shares, do not completely absorb an issue of ordinary shares or securities giving access to the share capital, the Board of Directors may, in an order it deems necessary, use one and/or other of the options below:
- restrict the capital increase to the amount of subscriptions, provided that this amount is not less than three-quarters of the authorised capital increase,
- freely distribute all or part of the unsubscribed securities,
- offer the public all or part of the unsubscribed securities;
- resolves that in the event of an issue of subscription warrants entitling the holder to purchase a certain number of BNP Paribas ordinary shares and that fall within the ceiling mentioned in the fourth paragraph above, this issue may take place either by a cash subscription under the conditions set out above, or by the free allocation of existing shares to the owners, with the understanding in the second case that the Board of Directors, who may further delegate this authority as permitted by law, may decide that fractional allotment rights will not be negotiable and that the corresponding securities will be sold;
- acknowledges that, as relevant, under the above-mentioned delegation, the holders of securities giving access to BNP Paribas’ share capital waive their pre-emptive subscription right to ordinary shares to which these marketable securities give entitlement;
- decides that the Board of Directors will have all powers, which it may further delegate as permitted by law, to use this authority, primarily to determine the dates and terms of issues as well as the form and characteristics of the securities to be created, define the prices and conditions of issues, fix the amounts to be issued, fix the effective date, even retroactive, of the securities to be issued, define the mode of redemption of ordinary shares or other securities issued, and the conditions under which these securities will give access to ordinary shares or the right to the allocation of debt securities, to provide, where applicable, for their terms of redemption or exchange on the stock market and their cancellation as well as the possibility of suspending the exercise of the rights to the allocation of ordinary shares attached to the securities and to fix the terms according to which the rights of holders of securities, which ultimately give access to the share capital, may be preserved in compliance with legal provisions and regulations;
- decides that the Board of Directors, which may further delegate as permitted by law, may, if necessary, charge any amounts to the share premium or share premiums, in particular expenses incurred by issues, charge the costs of the capital increase to the amount of share premiums to which they pertain and deduct from this amount the sums required to make up the legal reserve, and generally take all the necessary steps and conclude all agreements required for successful completion of the issues planned and, ascertain capital increase(s) resulting from any issue carried out under this authority and amend the Articles of association accordingly;
- also decides that in the event of an issue of debt securities pursuant to this authority, the Board of Directors will also have all powers, which it may further delegate as permitted by law, in particular to determine whether or not they are subordinated, to set their interest rate and the terms of payment of interest, their maturity, which may or may not be perpetual, their fixed or variable redemption price with or without premium, their conditions for amortisation based on market conditions, and the conditions under which these securities will give access to ordinary shares;
- decides that this authority supersedes, up to the limit of unused portions, all previous authorisations of the same nature.
The authority thus granted to the Board of Directors is valid for a period of twenty-six months as from this Meeting.
Presentation of the resolution
The sixteenth to twenty-third resolutions are intended to provide your Company with the most appropriate means to manage its financial structure by carrying out the programmes best suited to market conditions and its investment needs.
They are divided between a capital increase with pre-emptive rights for existing shareholders and a transaction without pre-emptive rights for existing shareholders.
In drafting these resolutions, the Bank has elected to comply with the evolution of market practices, which ask for a twofold limit:
In the sixteenth resolution, it is requested that the General Meeting authorise the Board of Directors to issue for 26 months ordinary shares in the Company and any securities granting access to its capital or entitlement to the allocation of debt securities with pre-emptive rights for existing shareholders authorized. This is in reference to the renewal of the authorisation of the same type given by the Meeting that was held in 2012 and which will soon expire. Shareholders exercising their pre-emptive rights will not have their shares diluted and those who do not exercise their rights can sell them.
The nominal amount of the capital increases that might be carried out under this resolution may not exceed EUR 1 billion, which is exactly the same amount as the one of the previous authorisations given since the General Meeting of 23 May 2000. If implemented, this resolution would lead to the creation of a number of new shares equivalent to 40.16% of the existing capital to date. In addition, if debt securities were to be issued in support of the aforementioned capital increases, the amount thereof may not exceed EUR 10 billion.
This authorisation supersedes any other authorisation with the same purpose that might have been previously granted.