(Capital increase with waiving of pre-emptive subscription rights, by the issue of ordinary shares or securities that give access immediately or in the future to the shares to be issued that are intended to pay for securities, up to 10% of the share capital)
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, article L.225-147 paragraph 6 of the said Code and articles L.228-91 et seq. of the 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 and securities addressed in articles L.228-92 paragraph 1, L.228-93 paragraphs 1 and 3 or L.228-94 paragraph 2 of the Commercial Code that give access to the share capital of BNP Paribas or other companies 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 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;
• 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.
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.
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
In the eighteenth resolution, the shareholders are asked to grant the Board of directors, for twenty-six months, the power to issue ordinary shares and securities giving immediate or future access to new shares to be issued, without pre-emptive rights for existing shareholders, as compensation for securities tendered to BNP Paribas. The maximum nominal amount of the capital increases that may be carried out under this authorisation is set at 10% of the share capital on the date of the Board’s decision. This authorisation would give BNP Paribas the flexibility to carry out external growth transactions with no impact on the Bank’s cash position.