(Suspension of authorisations given to the Board of Directors to issue shares and share equivalents while the Bank is the target of a takeover bid, except for operations where the decision was approved in principle by the Board of Directors, and announced to the market prior to the bid being filed)
The Extraordinary Meeting resolves, in accordance with the provisions of section L 255-129-IV of the Commercial Code, that authorisations to issue shares and share equivalents given to the Board of Directors may not be used while a public tender or exchange offer for the Bank's shares is in progress, unless these issues concern operations where the decision was approved in principle by the Board of Directors, and announced to the market prior to the offer being filed.
This resolution will be valid for a period of one year, expiring at the Annual Meeting to be called to approve the 2004 financial statements.
Presentation of the resolution
Only for the issues which had been decided in principle by the Board of Directors and announced to the market before the takeover bid was launched, the Board of Directors is asking shareholders in the fourteenth resolution, to allow it to use the authorisations granted to issue shares and share equivalents, while a takeover bid for the Bank is in progress.
This authorisation would be used only to ensure that any such bid does not prevent the Bank from continuing to run the business in a normal manner and implementing projects already underway. This includes enabling the Board of Directors to complete any capital increase already decided upon in order to finalise a specific development project which will not become inappropriate purely as a result of a takeover bid being launched. This way, the Board will be able to avoid any sudden interruptions to the Bank’s value creation process in the interests of all of the shareholders. If an issue has not been approved in principle by the Board of Directors and announced to the market prior to any takeover bid being filed, the above authorisations will be suspended while the bid is in progress and no shares or share equivalents may be issued.
This resolution would be valid for a period of one year, expiring at the Annual General Meeting to be called in 2005 to approve the 2004 accounts.