(Authorisation for the Board of Directors to reduce the share capital by cancelling shares)
The Annual General Meeting, acting in accordance with the quorum and majority requirements applicable to Extraordinary General Meetings, having reviewed the special report of the Statutory Auditors, authorises the Board of Directors, pursuant to the provisions of article L.225-209 of the French Commercial Code, to cancel, on one or more occasions, subject to a limit of 10% of the total number of shares comprising the share capital existing on the date of the transaction, in each 24-month period, all or some of the shares that BNP Paribas holds or could come to hold, to reduce the share capital accordingly and to allocate the difference between the purchase value of the cancelled shares and their nominal value to additional paid-in capital and available reserves, including the allocation of 10% of the cancelled share capital to the legal reserve.
The Annual General Meeting vests every authority in the Board of Directors, with the option of delegating such authority in the conditions laid down by law, to act on this authorisation, to complete any acts, formalities and declarations, including amendments to the Articles of association, and in general to do whatever it deems necessary.
This authorisation supersedes and replaces that granted by Resolution14 of the Annual General Meeting of 15 May 2013 and is valid for a period of 18 months from the date of this meeting.
Moreover, the Annual General Meeting, in accordance with the quorum and majority requirements applicable to extraordinary general meetings, after having read the special report of the Statutory Auditors, hereby authorises the Board of Directors, in accordance with the provisions of article L.225-204 of the French Commercial Code, to reduce the capital of BNP Paribas by the cancellation of 390,691 BNP Paribas shares acquired as part of the integrationr transactions between BNP Paribas and Banca Nazionale del Lavoro (BNL), and delegates to the Board of Directors, for the period mentioned above, full powers to complete the capital reduction and deduct the difference between the purchase cost of the cancelled shares and their nominal value from additional paid-in capital and reserves available for distribution, including from the legal reserve in respect of up to 10% of the capital cancelled, amend the Articles of association and generally to take all necessary measures.
Presentation of the resolution
It requests that, for a period of 18 months, the General Meeting authorise the Board to cancel, through a reduction of share capital, all or part of its shares held by the Company or acquired through the authorisation given by the Ordinary General Meeting, within the limit of 10% of existing capital at the date of the transaction, for a 24 month period. This authorisation would render null and void, for the amounts not used, any previous similar authorisation.
In addition, it is requested that the General Meeting authorise the Board of Directors to reduce the share capital by the cancellation of 390,691 shares. These shares are held by BNP Paribas as treasury shares as a result of the takeover bid in 2006 on the Banca Nazionale Del Lavoro Company SpA (BNL), which was followed by the integration of the latter in the BNP Paribas Group.