(Authorisation to be granted to the Board of Directors to carry out transactions reserved for members of the BNP Paribas Company Share Plan that may be in the form of a capital increase and/or transfer of reserved securities)
The General Meeting, ruling under the conditions of quorum and majority required for Extraordinary General Meetings, after taking cognizance of the Board of Directors’ report and the Auditors' special report, and pursuant to Articles L. 3332-18 et seq. of the French Labour Code (Code du travail) and L. 225-129-2, L. 225-129-6 and L. 225-138-1 of the French Commercial Code (Code du commerce), delegates its power to the Board of Directors to increase on one or several occasions and on its decision alone, the share capital by a maximum nominal amount of €36 million through the issue of ordinary shares reserved for the members of the Company Savings Plan of the BNP Paribas group.
Pursuant to the provisions of the French Labour Code, the shares thus issued shall be subject to an unavailability period of five years, except in cases of early release.
The subscription price of the shares to be issued in application of the present delegation shall be 20% less than the average listed price of the ordinary share on Euronext Paris for the twenty trading sessions preceding the date of the decision of the Board of Directors setting the subscription opening date. During implementation of the present delegation, the Board of Directors may reduce the amount of the discount on a case by case basis to comply with any tax, social or accounting constraints applicable in countries where the entities of the BNP Paribas group participating in the capital increase operations are based. The Board of Directors may also decide to allocate ordinary shares free of charge to subscribers of new shares, to replace the discount and/or as the employer’s contribution.
In the context of the present delegation, the General Meeting resolves to cancel the subscription right of shareholders for ordinary shares to be issued to members of the BNP Paribas group Company Savings Plan.
The present delegation is valid for a period of 26 months as from this Meeting.
The General Meeting grants all powers to the Board of Directors with power of subdelegation under the conditions set by the law, to implement the present delegation, within the limits and under the conditions specified above, in order in particular to:
- determine the companies or groups whose personnel are entitled to subscribe;
- set the conditions regarding length of service that the subscribers of new shares must meet, and, within the legal limits, set the deadline granted to subscribers for the full payment of these shares;
- determine if the subscriptions may be carried out directly or through a company mutual fund or other structures authorised by the laws or regulations;
- define the subscription price of new shares;
- decide on the amount to be issued, the duration of the subscription period, the date on which the new shares will be entitled to dividends, and more generally all the terms of each issue;
- recognize the completion of each capital increase up to the amount of the shares that will be effectively subscribed;
- perform the resulting formalities and make the corresponding amendments to the Articles of Association;
- on its decision alone, after each increase, deduct the capital increase cost from the amount of the related premiums and deduct from this amount the sums required for the legal reserve;
- and generally, take all measures required to carry out the capital increases, under the conditions set forth in the laws and regulations.
This authorisation renders null and void, up to the amounts unutilised to date, any previous authorisation of the same kind.
Presentation of the resolution
French law requires that whenever a cash capital increase occurs, the Extraordinary General Meeting will also rule upon a draft resolution in respect of a capital increase for employees. It is therefore solely with the aim of meeting this formal legal provision that the third resolution is being proposed, consisting of asking shareholders to authorize the Board of Directors, for a period of 26 months, to carry out transactions reserved for members of the Bank’s Corporate Savings Plan (Plan d’Epargne d'Entreprise); the adoption of this provision would supersede the identical authorization granted by the 20th resolution of the General Meeting of May 21, 2008.