(Issue, with waiving of pre-emptive subscription rights, of ordinary shares or securities that give access to the share capital, up to 10% of the share capital, as consideration for contributions in kind)
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, article L.225-147 paragraph 6 of the said Code and articles L 228-91 et seq. of the said Code:
- grants full powers to the Board of Directors, which may further delegate said authority as permitted by law, to carry out one or more capital issues with waiving of pre-emptive subscription rights by the issue of ordinary shares or securities that give access to the share capital as consideration for capital contributions in kind granted to BNP Paribas, capital securities or marketable securities that give access to the share capital when the provisions of article L.225-148 of the French Commercial Code do not apply;
- sets at 10% of the share capital on the date the Board of Directors decision the maximum nominal amount of the capital increase likely to result from the issues authorised by this resolution;
- delegates all powers to the Board of Directors, who may further delegate these powers as permitted by law, to approve the appraisals of the contributions, decide on capital increases to pay for the contributions and to record their completion, determine, if relevant, the amount of the balance to be paid, determine the terms and conditions ensuring, as the case may be, the preservation of rights of holders of securities that give access to the share capital, deduct, from the share premium, any expenses and fees resulting from the capital increase, deduct from this share premium the sums required for the legal reserve, amend the Company’s Articles of association accordingly, and generally take 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:
With the nineteenth resolution, it is requested that the General Meeting authorise the Board of Directors to issue, within the limit of 10% of capital at the date of the Board’s decision, ordinary shares or securities giving access to capital as compensation for contributions in kind of securities, for 26 months. This resolution renews the authorisation granted in 2012 and makes an acquisition possible without any burden on the Bank’s cash position, within the limit of 10% of the existing capital.
It would give BNP Paribas an increased flexibility and would thus improve its negotiating capacities, both of which are factors favourable to the interests of shareholders. In 2009, it enabled the Company’s merger with the Fortis Group to be completed swiftly.
As required by law, the Board of Directors would approve the valuation of the contributions after reviewing the report of the Statutory Auditors on the contributions. This report would be circulated to the shareholders at the next General Meeting.
This authorisation would supersede any previous similar authorisation for the balance unused so far.