(Authorisation to be granted to the Board of directors to carry out operations reserved for members of the BNP Paribas Group Company Savings Plan that may take the form of capital increases and/or reserved sales disposals)
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.3332-18 et seq. of the French Labour Code and articles L.225-129-2, L.225-129-6 and L.225-138-1 of the French Commercial Code, delegates its authority to the Board of directors to increase the Company’s capital on one or more occasions and at its discretion for a maximum nominal amount of EUR 46 million, by issuing ordinary shares or securities coming under articles L.228-92 paragraph 1, L.228-93 paragraph 1 and 3 or L.228-94 paragraph 2 of the French Commercial Code granting entitlement to BNP Paribas shares, reserved for members of the BNP Paribas Group Company Savings Plan.
Pursuant to the provisions of the French Labour Code, a vesting period of five years will apply to the shares issued, except in cases of early release.
The subscription price of shares issued pursuant to this delegation will be the average price of the ordinary share listed on Euronext Paris over the twenty trading days preceding the day of the Board of directors decision to set the opening date of subscriptions. The Board of directors may also decide to allot free ordinary shares to subscribers of new shares, in lieu of the discount and/or as the Company’s contribution.
Under this delegation, the Annual General Meeting decides to waive the pre-emptive subscription rights of shareholders to the ordinary shares to be issued in favour of members of the BNP Paribas Group Company Savings Plan.
This delegation of authority is valid for a period of twenty-six months as from this meeting.
The Annual General Meeting grants all powers to the Board of directors, which may further delegate said powers as permitted by law, to implement this authority, within the limits and under the conditions set forth above, in particular, to:
• determine the companies or groupings whose employees may subscribe;
• set the terms and conditions of length of service that must be fulfilled by employees who subscribe for new shares, and, within legal limits, the period of time in which employees shall release these shares;
• determine whether the subscriptions may be carried out directly or via a corporate mutual fund or other structures or entities authorised by legislative or regulatory provisions;
• fix the subscription price of the new shares;
• decide on the amount to be issued, the duration of the subscription period, the effective date of the new shares, and more generally, all the conditions of each issue;
• record the performance of each capital increase up to the limit of the amount of shares that will be actually subscribed;
• carry out resulting formalities and amend the Articles of association accordingly;
• at its discretion, to charge the cost of capital increase against the amount of the premium connected thereto after each capital increase, and to deduct from that account the sums necessary for bringing the legal reserve to its legal threshold;
• and generally take all measures necessary for carrying out capital increases, as provided by legal and regulatory provisions.
The Annual General Meeting 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.
Pursuant to applicable legal provisions, the transactions envisaged in this resolution may also take the form of sales of ordinary shares to members of the BNP Paribas Group Company Savings Plan.
This authorisation 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 twenty-second resolution, which was mandated by the presentation to the Annual General Meeting of the financial authorisations, requests that the Annual General Meeting allow for twenty-six months the Board of directors to carry out transactions reserved for members of the BNP Paribas Group corporate savings plan for a maximum nominal amount of EUR 46 million. This authorisation would cancel pre-emptive rights for existing shareholders. This amount of EUR 46 million represents 23 million ordinary shares, or 1.85% of current capital as at 31 December 2015. This authorisation would supersede any other similar current one in force.
To date, given the level of capital available to the Bank, the Executive Management informed the Board that it does not wish to carry out such a transaction.