(Issue, with waiving of pre-emptive subscription rights, of ordinary shares and securities that give access to the share capital or right to the allocation of debt securities)
The Shareholders’ Meeting, acting under conditions of quorum and majority applicable to Extraordinary Shareholders’ Meetings, and after having read the reports of the Board of Directors and the special report of the Statutory Auditors in accordance with the provisions of Articles L. 225-129 et seq. of the French Commercial Code, in particular Articles L. 225-129-2, L. 225-135 and L. 225-136 and Articles L. 228-91 of said Code:
- authorises the Board of Directors, which may further delegate said authority as permitted by law, to decide to issue and to issue, on one or more occasions, in the proportions and at the periods that it deems fit, both in France and abroad, BNP Paribas ordinary shares as well as securities that give the holder access to BNP Paribas’ share capital or confer the right to the allocation of debt securities or the right to the share capital of a company in which BNP Paribas holds, directly or indirectly, more than half the share capital;
- decides that the nominal amount of the capital increase that may be carried out immediately and/or subsequently under this delegation, may not exceed 350 million euros, an amount to which the nominal value of any additional shares to be issued to maintain the rights of holders of marketable securities with an equity component will be added as relevant, in accordance with applicable laws and regulations.
- also decides that the nominal amount of debt securities that could be issued in application of this delegation may not exceed 7 billion euros or the equivalent value of this amount in the event of the issue in foreign currency or in units of account that are fixed in reference to several currencies.
- decides to waive the pre-emptive subscription rights of shareholders to the securities to be issued, and authorises the Board of Directors, who may further delegate this authority as permitted by law, if it is necessary to grant a period of subscription priority on all or part of the issue and define the terms of this period in accordance with legal and regulatory provisions. This subscription priority will not result in the creation of tradable rights, but may, if the Board of Directors considers it appropriate, be exercised both as subscriptions as of right and subscriptions for excess shares.
- decides that if the subscriptions of shareholders and the public do not absorb the entire issue of ordinary shares or securities giving access to the share capital or right to the allocation of debt securities, the Board of Directors may, in an order it deems necessary, use one and/or other of the options below:
- restrict the capital increase to the amount of subscriptions, provided that this amount is not less than three-quarters of the authorised capital increase;
- freely distribute all or part of the unsubscribed shares;
- acknowledges that, as relevant, under the above-mentioned delegation, the holders of securities giving access to BNP Paribas’ share capital waive their pre-emptive subscription rights to the ordinary shares to which these marketable securities give entitlement;
- decides that the issue price of the ordinary shares issued under the above-mentioned delegation will be at least equal to the minimum price defined by statutory and regulatory provisions in force on the date of the issue (to date (the weighted average of the share price of the last three trading sessions on the Euronext Paris market prior to the fixing of the subscription price of the capital increase less 5%);
- decides that the Board of Directors will have all powers, which it may further delegate as permitted by law, to use this authority, primarily to determine the dates and terms of issues as well as the form and characteristics of the securities to be created, define the amounts to be issued, fix the effective date, even retroactive, of the securities to be issued, define the mode of redemption of ordinary shares or other securities issued, and the conditions under which these securities will give access to ordinary shares or the right to the allocation of debt securities, to provide, where applicable, their terms of redemption or exchange on the stock market and their cancellation as well as the possibility of suspending the exercise of the right to the allocation of ordinary shares attached to the securities and to fix the terms according to which the rights of holders of securities, which ultimately give access to the share capital, may be preserved in compliance with legal provisions and regulations.
- decides that the Board of Directors, which may further delegate as permitted by law, may, if necessary, charge any amounts to the share premium or share premiums, in particular expenses incurred by issues, charge the costs of the capital increase to the amount of share premiums to which they pertain and deduct from this amount the sums required to make up the legal reserve, and generally take all the necessary steps and conclude all agreements required for successful completion of the issues planned and, ascertain capital increase(s) resulting from any issue carried out under this authority and amend the articles of association accordingly;
- also decides that in the event of an issue of debt securities pursuant to this authority, the Board of Directors will also have all powers, which it may further delegate as permitted by law, in particular to determine whether or not they are subordinated, to set their interest rate and the terms of payment of interest, their maturity, which may or may not be perpetual, their fixed or variable redemption price with or without premium, their conditions for amortisation based on market conditions, and the conditions under which these securities will give access to ordinary shares;
- decides that this authority supersedes, up to the limit of unused portions, all previous authorisations of the same nature.
The authority thus granted to the Board of Directors is valid for a period of 26 months as from this Meeting.
Presentation of the resolution
In the fourteenth resolution, the Shareholders’ Meeting is requested to authorise the Board of Directors to issue ordinary shares as well as all securities that give access to the company's share capital or the right to the allocation of debt securities (with the waiving of pre-emptive subscription rights) for a period of 26 months. Shareholders may be given a priority right for the entire issue.
It is specified that the nominal amount of capital increases that may be carried out under this authority may not exceed 350 million euros. This amount would lead to the creation of a number of new shares equivalent to 14.5% of the company’s current share capital. Furthermore, pursuant to legal and regulatory provisions, the issue price will be at least equal to the weighted average of the share price of the last three trading sessions prior to the fixing of the subscription price of the capital increase less 5%, thus guaranteeing the reference to market conditions.
Furthermore, debt securities that may have to be issued under this authorisation may not exceed 7 billion euros. Lastly, it is specified that this delegation of authority supersedes all other delegations of authority of similar nature that may have been granted previously.