(Capital increase by capitalisation of reserves or profits, share premiums or other paid-in 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 in accordance with article L.225-130 of the French Commercial Code:
• delegates to the Board of directors the authority to increase, in one or several issues, share capital for up to a maximum nominal amount of EUR 1.2 billion, by the successive or simultaneous capitalisation of all or part of reserves, earnings, share premiums, merger premiums or additional paid-in capital, through the creation and free allotment of shares or by increasing the nominal values of the shares or by the combined use of the two procedures;
• decides that fractional rights will be neither tradable nor transferable and that the corresponding equity securities will be sold; sums arising from the sale will be allocated to the holders of rights as provided for by the law and regulations;
• decides that the Board of directors will have all powers, which it may further delegate as permitted by law, to determine the dates and terms of issues, fix the amounts to be issued, establish that the issue has been completed and generally take all steps to ensure their proper completion, carry out all acts and formalities aimed at making definitive the corresponding capital increase or increases and amend the Articles of association accordingly;
• 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
The twentieth resolution stipulates that the Board be authorised to increase the share capital by incorporation of reserves, earnings, share premiums or paid-in capital within the limit of a maximum nominal amount of EUR 1.2 billion. This transaction would take place through the creation and allocation of free shares and/or an increase in the nominal value of existing shares.