(Capital increase with maintenance of pre-emptive subscription rights, through the issue of ordinary shares and securities that give access immediately or in the future to the shares to be issued)
The Annual General Meeting, acting under conditions of quorum and majority applicable to Extraordinary General 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, in particular article L.225-129-2 and articles L.228-91 et seq. of the said Code:
• authorises the Board of directors, which may further delegate its authority as permitted by law, to decide to issue and to issue, on one or more occasions, the capital increase, in the proportions and at the times it deems fit, both in France and abroad, BNP Paribas ordinary shares as well as securities addressed in articles L.228-92 paragraph 1, L.228-93, paragraphs 1 and 3 or L.228-94 paragraph 2 of the French Commercial Code that give the holder access to the share capital of BNP Paribas or that of other companies;
• decides that the nominal amount of capital increases that may be carried out immediately and/or subsequently under this delegation, may not exceed EUR 1.2 billion, an amount to which the nominal value of any additional shares to be issued to protect the rights of holders of securities that give access to the share capital will be added, in accordance with applicable laws and regulations;
• decides that the shareholders may exercise, under conditions defined by law, their pre-emptive subscription rights. Furthermore, the Board of directors will have the option of granting shareholders the right to subscribe for securities in excess of the number they are entitled to as of right, proportionally to their subscription rights and not exceeding the number of securities requested.
If the subscriptions as of right, and where applicable, subscriptions for excess shares, do not completely absorb an issue, 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 securities,
• offer the public all or part of the unsubscribed securities;
• resolves that in the event of an issue of subscription warrants entitling the holder to purchase a certain number of BNP Paribas ordinary shares, this issue may take place either by a cash subscription, or by the free allocation of existing shares to the owners;
• 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 right to ordinary shares to which these marketable securities give entitlement;
• 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 prices and conditions of issues, fix 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, for their terms of redemption or exchange on the stock market and their potential cancellation as well as the possibility of suspending the exercise of the rights 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;
• resolves that the Board of directors shall not be authorised to decide on any capital increase under this delegation during any period of public offering of BNP Paribas 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 twenty-six months as from this meeting.
The sixteenth to twenty-third resolutions are intended to provide your Company with the most appropriate means to manage its financial structure while complying with the limits set to control any dilution of shareholdings in the event of the implementation of the resolutions.
The draft resolutions concerning capital increases stipulate that, during any period of public offering on BNP Paribas shares, the Board
These resolutions concern capital increases with pre-emptive rights for existing shareholders and capital increases without pre-emptive rights for existing shareholders, with two limits:
• the total aggregate amount of share capital increases without pre-emptive rights for existing shareholders may not exceed EUR 240 million, i.e. up to 10% of the existing share capital to date (nineteenth resolution);
• the total aggregate amount of share capital increases with or without pre-emptive rights for existing shareholders may not exceed EUR 1.2 billion, i.e. up to 50% of the existing share capital to date (twenty-first resolution).
Presentation of the resolution
It is requested that the Annual General Meeting, through the sixteenth resolution, authorise the Board of directors to issue for twenty-six months, ordinary shares in the Company and any securities granting access immediately or in the future to capital to be issued with pre-emptive rights for existing shareholders authorised. This is in reference to the renewal of the authorisation of the same type given by the meeting that was held in 2014 and which will expire this year. Shareholders exercising their pre-emptive rights will not have their shares diluted and those who do not exercise their rights can sell them.
The nominal amount of the capital increases that might be carried out under this resolution may not exceed EUR 1.2 billion. If the entire authorisation is implemented, a number of new shares equivalent to 48.14% of the existing capital at 31 December 2015 will be created. This authorisation voids and supersedes any other delegation with the same purpose that might have been granted previously.