(Issue, with waiving of pre-emptive subscription rights, of ordinary shares or securities that give access to the share capital, intended to pay for securities, up to 10% of the share capital)
The Shareholders’ Meeting, acting under conditions of quorum and majority applicable to Extraordinary Shareholders’ Meetings, and after having read the Board of Directors’ report, and the Auditors’ special report, and in accordance with Articles L. 225-129 et seq. of the French Commercial Code, Article L. 225-147 paragraph 6 of said code and Articles L 228-91 et seq. of said code:
- grants full powers to the Board of Directors, which may further delegate said authority as permitted by law, to carry out one or more capital issues with waiving of pre-emptive subscription rights by the issue of ordinary shares or securities that give access to the share capital as consideration for capital contributions in kind granted to BNP Paribas, capital securities or marketable securities that give access to the share capital when the provisions of Article L. 225-148 of the French Commercial Code do not apply;
- sets at 10% of the share capital on the date of the Board of Directors decision the maximum nominal amount of the capital increase likely to result from the issues authorised by this resolution;
- delegates all powers to the Board of Directors, who may further delegate these powers as permitted by law, to approve the appraisals of the contributions, decide on capital increases to pay for the contributions and to record their completion, determine, if relevant, the amount of the balance to be paid, determine the terms and conditions ensuring, as the case may be, the preservation of rights of holders of securities that give access to the share capital, deduct, from the share premium, any expenses and fees resulting from the capital increase, deduct from this share premium the sums required for the legal reserve, amend the Company’s articles of association accordingly, and generally take all the measures and carry out all formalities necessary for the issue, listing and financial service of the ordinary shares issued by virtue of this authority as well as the exercise of rights attached to these shares.
The authority thus granted to the Board of Directors is valid for a period of twenty six months as from this Meeting and supersedes, up to the limit of unused portions, all previous authorisations of the same nature.
Presentation of the resolution
In the sixteenth resolution, the General Meeting is requested to authorise the Board of Directors to issue, up to 10% of share capital on the date of the decision by the Board, ordinary shares or securities that give access to the company's share capital as consideration for security contributions in kind for a period of 26 months. The adoption of this resolution would provide BNP Paribas with increased resources and make it more responsive, thereby increasing its negotiating capacities. These are all factors that are in the interest of shareholders and it was actually this specific provision that helped to speed up the Group’s merger with the Fortis Group in 2009. As provided by law, the Board of Directors would approve the appraisal of contributions after having reviewed the Statutory Auditors’ report. This report would be distributed to shareholders at the next General Meeting.
This delegation of authority would cancel the effectiveness of all previous delegations of authority of similar nature for the portion unused to date.