(Overall limitation of issue authorisations with waiving of pre-emptive subscription rights)
The Shareholders’ Meeting, after having read the Board of Directors report:
- resolves to fix at EUR 240 million the maximum nominal amount of the immediate and/or future capital increases, that could be carried out by virtue of the authorizations granted by the fourteenth to sixteenth resolutions above, 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;
- decides to fix the maximum nominal amount of debt securities that can be issued in application of the authorizations granted by the foregoing resolutions at EUR 4.8 billion, or the equivalent value of this amount in foreign currency or in units of account that are fixed in reference to several currencies, pursuant to the authorisations granted by the seventeenth to the nineteenth above.
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 order to limit the dilution resulting from the possible use of one or more authorisations to increase capital without pre-emptive rights for existing shareholders, it is also requested by the twentieth resolution that the Meeting not allow the maximum nominal overall amount of the capital increases arising immediately and/or in the future from the use of the authorisations involving the cancellation of pre-emptive rights for existing shareholders granted by the Seventeenth, Eighteenth and Nineteenth Resolutions, to exceed EUR 240 million (9.64% of capital) under any circumstances. Similarly, the nominal amount of the debt securities that may be issued pursuant to the authorisations above may not exceed EUR 4.8 billion.