(Capital increase with waiving of pre-emptive subscription rights, by 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 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 L.225-136 and L.255-148 and articles L.228-91 of the 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, the capital increase, in the proportions and at the periods that 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. These securities may be issued in order to pay for shares that will be given to BNP Paribas as part of an exchange offer carried out in France or abroad on shares meeting the conditions outlined in article L.225-148 of the Commercial Code;
• decides that the nominal amount of the capital increase that may be carried out immediately and/or subsequently under this delegation, may not exceed EUR 240 million, an amount which may include, if applicable, the nominal amount of any additional ordinary shares to be issued to protect the interests of holders of securities that give access to the share capital in accordance with applicable laws an regulations;
• 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, 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%);
• resolves that the Board of directors shall, in the event of a share issue aimed at paying for the securities tendered within the scope of a public exchange offer initiated by BNP Paribas, have all powers, with the option of further delegating said powers as permitted by law, to: set the exchange ratio as well as any cash balance to be paid; record the number of securities contributed to the exchange as well as the number of ordinary shares or securities that give access to the capital to be created as payment; determine the issue dates and conditions, including the effective date, for the new ordinary shares or, where applicable, the securities that give access to the capital; and post to a “Share premium” account in the liability section of the balance sheet, which will cover the rights of all shareholders, the difference between the issue price of the new ordinary shares and their nominal value;
• 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 the terms of the issues, 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 potential 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 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
The seventeenth resolution requests that the Annual General Meeting authorise for twenty-six months the Board of directors to issue ordinary shares in the Company and any securities giving access immediately or in the future to capital to be issued, without pre-emptive rights for existing shareholders. A subscription priority period for existing shareholders may be given for all or part of the issue.
This enables the Bank to finance itself on the financial markets by giving the Board the flexibility and responsiveness needed to take swift advantage of market conditions suited to the financing of its investments.
It is further noted that the nominal amount of the capital increases that might be carried out under this resolution may not exceed EUR 240 million. This amount would result in the creation of a number of new shares equivalent to approximately 9.63% of the existing capital at 31 December 2015. Moreover, in accordance with legal and regulatory provisions, the issue price shall be at least equal to the weighted average of the last three trading sessions preceding the date that the subscription price was established minus 5%, thus ensuring a reference to market conditions.
This authorisation supersedes any other authorisation with the same purpose that might have been previously granted.