(Authorisation to issue, without pre-emptive subscription rights, ordinary shares and share equivalents in consideration of contributions of unlisted securities up to a maximum of 10% of the capital)
Having read the report of the Board of directors and the statutory auditors’ special report, and in accordance with paragraph 6 of article L. 225-147 of the French commercial code, the Extraordinary General Meeting:
- grants the Board of directors the powers required to increase the capital, on one or more occasions, in consideration of contributions to BNP Paribas of equity securities or share equivalents that are not traded on a regulated market of a country which is a party to the Agreement on the European Economic Area or a member of the Organisation for Economic Co-operation and Development;
- sets the maximum amount of the capital increase that may result from issues authorised pursuant to this resolution at 10% of the share capital;
- resolves that the number of ordinary shares issued by BNP Paribas in consideration of the contributions in kind referred to in this resolution will be determined based on the unit price of the new shares issued which will be at least equal to the weighted average of prices on the Euronext Paris market over the last three trading days before the issue price is set, minus 5%;
- grants full powers to the Board of directors to approve the valuation of the contributions, record the completion of such contributions, charge to the contribution premium, where applicable, all the costs and duties incurred in connection with the capital increase, deduct from the contribution premium the necessary sums to be allocated to the legal reserve and make the corresponding amendments to the articles of association.
The powers granted to the Board of directors pursuant to this resolution will be valid for a period of twenty-six months from the date of this Meeting.
Presentation of the resolution
In the sixteenth resolution, shareholders are asked to grant the Board of directors a twenty-six-month authorisation to issue shares and share equivalents, without pre-emptive subscription rights, in consideration of contributions of unlisted securities up to a maximum of 10% of the capital: this will increase BNP Paribas’ negotiating power, and is therefore favourable for the shareholders.
Moreover, in spite of the freedom offered by law, the issue price will not be calculated at the discretion of the Board; reference must be made to market conditions through the application of the same calculation formula as that set out in the fourteenth resolution (at least the weighted average of prices over the last three trading days before the subscription price of the capital increase is set, minus 5%).
Shareholders are informed that the maximum par value of capital increases that may result immediately and/or in the future from use of the authorisations providing for issues of shares or share equivalents without pre-emptive subscription rights, granted under the fourteenth, fifteenth and sixteenth resolutions may in no event exceed EUR 350 million (19% of the issued capital). Likewise, the maximum par value of debt securities that may be issued under the above authorisations may not exceed EUR 7 billion (seventeenth resolution).