(Overall limitation of issue authorisations with or without waiving of pre-emptive subscription rights)
The Shareholders’ Meeting, after having read the Board of Directors report:
- resolves to fix at EUR 1 billion 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 sixteenth to the nineteenth 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;
- resolves to fix the maximum nominal amount of debt securities that can be issued in application of the authorizations granted by the thirteenth to sixteenth resolutions above, at EUR 10 billion or the equivalent value of this amount in foreign currency or in units of account that are fixed in reference to several currencies.
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:
Finally, shareholders are asked to approve that, in the twenty-second resolution, the maximum aggregate nominal amount of the capital increases that may result immediately and/or in the future from the use of the authorisations, with or without the pre-emptive rights for existing shareholders, granted by the Sixteenth to Nineteenth Resolutions, may not exceed EUR 1 billion (40.16% 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 10 billion.