(Issue, with waiving of pre-emptive subscription rights, of ordinary shares and securities that give access to the share capital, intended to pay for securities contributed during public exchange offers)
The Shareholders’ Meeting, acting under conditions of quorum and majority applicable to Extraordinary Shareholders’ Meetings, and after having read the reports of the Board of Directors and the special report of the Statutory Auditors in accordance with the provisions of articles L.225-129 et seq. of the French Commercial Code, in particular articles L.225-129-2, L.225-148 and articles L.228-91 et seq. of the said Code:
- authorises the Board of Directors, which may further delegate said authority within the legal limits, to decide on and to carry out a capital increase with waiving of pre-emptive subscription rights by issuing BNP Paribas ordinary shares as well as securities that give access to BNP Paribas share capital, on one or more occasions, in the proportions or at the periods that it deems fit, both in France and abroad, for the purpose of paying for securities contributed during public exchange offers, including:
- to set the exchange ratio as well as any cash balance to be paid; ascertain the number of securities contributed to the exchange as well as the number of ordinary shares or securities that give access to the capital to be created as payment,
- determine the dates, terms of issue, in particular the price and effective date of the new ordinary shares or, if applicable, of securities that give access to the share capital,
- post to a “Share premium” account in the liability section of the balance sheet, which will hold the rights of all shareholders, the difference between the issue price of the new ordinary shares and their nominal value;
- set at EUR 240 million the maximum nominal amount of the capital increase that may result from the issues authorised by this resolution, an amount which may include, if applicable, the nominal amount of any additional ordinary shares to be issued to protect the interests of holders of securities that give access to the share capital, in accordance with applicable laws and regulations;
- delegates all powers to the Board of Directors, who may further delegate these powers as permitted by law, for the purpose of charging to the share premium all expenses and fees resulting from the capital increase, deducting from this share premium the sums required for the legal reserve, recording the capital increase and amending the Company’s Articles of association accordingly, and generally taking all the measures and carry out all formalities necessary for the issue, listing and financial service of the ordinary shares issued by virtue of this authority as well as the exercise of rights attached to these shares.
The authority thus granted to the Board of Directors is valid for a period of twenty-six months as from this Meeting and supersedes, up to the limit of unused portions, all previous authorisations of the same nature.
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:
It is requested with the eighteenth resolution that the General Meeting authorise for 26 months the Board of Directors to issue ordinary shares and securities, without pre-emptive rights for existing shareholders as compensation for the securities contributed to BNP Paribas as part of public exchange offers.
The maximum nominal amount of capital increases that might be carried out under this resolution would be EUR 240 million, which would thus result in the creation of a number of new shares equivalent to approximately 9.64% of the existing capital. This authorisation would give BNP Paribas the flexibility to carry out external growth transactions with no impact on the Bank’s cash position, within the limit of 10% of capital.