(Authorisation to issue ordinary shares and share equivalents with pre-emptive subscription rights)
Having read the report of the Board of directors and the statutory auditors’ special report, and in accordance with articles L. 225-129, L. 225-129-2 and L. 228-92 of the French commercial code, the Extraordinary General Meeting:
- grants powers to the Board of directors to resolve and implement the issue of BNP Paribas ordinary shares and share equivalents, on one or more occasions, in the proportions and at the times it considers appropriate, both in France and abroad;
- resolves that the share equivalents issued by BNP Paribas may also give access to the capital of a company more than 50%-owned, directly or indirectly, by BNP Paribas, on the understanding that these issues of share equivalents shall be subject to the consent of the company in which the rights are to be exercised;
- resolves that the par value of capital increases that may be carried out immediately and/or in the future by virtue of the aforementioned authorisation, may not exceed EUR 1 billion, to which shall be added, where applicable, the par value of additional ordinary shares to be issued in order to protect the interests of the holders of share equivalents in accordance with applicable laws and regulations;
- resolves, moreover, that the par value of debt instruments giving access to the capital of BNP Paribas, that may be issued by virtue of the aforementioned authorisation, may not exceed EUR 10 billion or the equivalent in a foreign currency or unit of account set with reference to several currencies;
- resolves that shareholders may exercise their pre-emptive rights to subscribe for shares and/or share equivalents on the basis of their exact rights, as provided by law. The Board of directors may also give shareholders the right to subscribe for excess shares and/or share equivalents. Such right to subscribe for excess shares shall be exercisable pro rata to the existing interests of the shareholders concerned in the Bank’s capital, and shall be limited to the amount requested;
If the issue of ordinary shares or share equivalents is undersubscribed, the Board of directors may implement any or all of the following options, in the order it considers appropriate:
* limit the capital increase to the amount of subscriptions provided such amount is at least equal to three quarters of the increase;
* freely allocate all or some of the unsubscribed shares or share equivalents;
* offer all or some of the unsubscribed shares or share equivalents for subscription by the public;
- resolves that, if warrants for BNP Paribas shares are issued within the limit mentioned in the fourth paragraph above, they may be subscribed for in cash under the conditions set out above or allocated without consideration to holders of existing shares;
- notes that, where applicable, the above authorisation shall lead to the automatic waiver by shareholders, in favour of the holders of securities giving access to the Bank’s capital, of their pre-emptive right to subscribe for ordinary shares underlying these securities;
- resolves that the Board of directors will have full powers to implement this authorisation in order, in particular, to set the issue dates, terms and conditions as well as the form and characteristics of the securities, set the issue price and conditions, set the number of securities to be issued, set the date of dividend entitlement – even retroactive – of the securities, determine the method of paying up shares or share equivalents issued and the conditions under which they will grant entitlement to ordinary BNP Paribas shares, anticipate, when necessary, the conditions for buying back shares on the stock exchange and possibly cancelling them as well as the possibility of suspending the exercise of rights for the allocation of ordinary shares underlying the securities to be issued and set the terms and conditions for protecting the rights of holders thereof in accordance with the applicable laws and regulations, with the possibility to delegate such powers to the Chief Executive Officer or, with the latter’s consent, to one or more Chief Operating Officers, under the conditions set by law;
- resolves that the Board of directors may deduct any amounts from the share premium(s), in particular the costs arising in connection with the issues, charge the share issuance costs against the related premiums and deduct from the premiums the necessary sums to be allocated to the legal reserve and generally take all the necessary steps and enter into all agreements in order to successfully complete the planned issues and record the capital increase(s) resulting from any issue made under this authorisation and make the corresponding amendments to the articles of association, with the possibility to delegate such powers to the Chief Executive Officer or, with the latter’s consent, to one or more Chief Operating Officers;
- resolves, moreover, that in the event of the issue of debt securities giving access to the capital of BNP Paribas, the Board of directors will also have full powers, in particular, to decide whether or not such debt securities will be subordinated, set their interest rate and the terms and conditions of interest payments, their term (which may be fixed or open), the fixed or variable redemption price, with or without a premium, the terms and conditions of redemption – depending on market conditions – and the manner in which the securities will give access to the Bank’s capital, with the possibility to delegate such powers to the Chief Executive Officer or, with the latter’s consent, to one or more Chief Operating Officers;
- resolves, lastly, that this authorisation cancels and replaces the unused portion of any earlier authorisations to the same effect.
The powers granted to the Board of directors pursuant to this authorisation will be valid for a period of twenty-six months from the date of this Meeting.
Presentation of the resolution
Thirteen resolutions are tabled at the Extraordinary General Meeting:
In the thirteenth resolution, shareholders are asked to grant the Board of directors an authorisation for twenty-six months to issue ordinary shares and share equivalents with pre-emptive subscription rights for existing shareholders. This is a renewal of the authorisation for the same purpose given by the shareholders at the Extraordinary General Meeting held in 2006, which is about to expire.
The par value of capital increases that may be carried out may not exceed EUR 1 billion, exactly the same amount set by the shareholders in all their authorisations given since the Extraordinary General Meeting of 23 May 2000. This will lead to the creation of a number of new shares equivalent to 55% of the Bank's current capital.
Furthermore, the maximum par value of any debt securities that may be issued to accompany the above share issues may not exceed EUR 10 billion.
This authorisation cancels and supersedes all earlier authorisations to issue shares and share equivalents with pre-emptive subscription rights.