(Issue of ordinary shares and share equivalents with pre-emptive subscription rights)
The Extraordinary General Meeting, having reviewed the report of the Board of Directors and the Auditors' special report, and in accordance with articles L. 225-129 and L. 225-129-2 of the Commercial Code:
- grants powers to the Board of Directors to resolve and issue 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 shares and share equivalents issued by BNP Paribas may give access to the capital of a company more than 50%-owned, directly or indirectly, by BNP Paribas, on the understanding that these issues 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 liable to 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 shares or share equivalents in accordance with applicable laws and regulations;
- resolves, moreover, that the par value of debt instruments liable to 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 subscription rights in proportion to their existing shares as provided for by law. The Board of Directors may also give shareholders a reducible right to subscribe for any shares and/or share equivalents not taken up by other shareholders. Such additional reducible right shall be exercisable pro rata to the existing interest of the shareholders concerned in the Bank's capital, and in no case shall be higher than the amount asked for.
If the issue of 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 providing such amount is at least equal to three quarters of the increase;
- freely allocate all or some of the unsubscribed shares or share equivalents among shareholders;
- offer all or some of the unsubscribed shares or share equivalents for subscription by the public.
- resolves that, if ordinary BNP Paribas shares with equity warrants attached are issued within the limit mentioned in paragraph four above, they may be subscribed for in cash under the conditions set out above or by the allocation to shareholders of old shares free of charge;
- notes that, where applicable, the above authorisation shall lead to the automatic waiver by shareholders of their pre-emptive right to subscribe for ordinary shares attaching to these securities in favour of the holders of securities giving access to the Bank's capital;
- 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 these 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 dividend rights attaching to the securities and set the terms and conditions for protecting the rights of holders thereof in accordance with the applicable laws and regulations, and that it may sub-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, 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 correlative amendments to the Articles of Association, with the possibility to sub-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, 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 sub-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 thus granted to the Board of Directors will be valid for a period of 26 months from the date of this Meeting.
Presentation of the resolution
In the sixteenth resolution, shareholders are asked to give the Board of Directors a twenty-six month authorisation to issue ordinary shares and share equivalents with pre-emptive subscription rights for existing shareholders. This is a renewal of the authorisation given by the shareholders in 2004.
The par value of capital increases liable to be carried out may not exceed EUR 1 billion, exactly the same amount constantly set by the shareholders since the AGM on 23 May 2000. This will lead to the creation of a number of new shares equivalent to 54% of the Bank's current capital.
The maximum par value of debt securities issued under this authorisation may not exceed EUR 10 billion.
This authorisation cancels and replaces all earlier authorisations to issue shares and share equivalents with pre-emptive subscription rights.