Proposed resolutions : May 15th 2007
Thirteenth resolution
(Approval of the merger of Compagnie Immobilière de France into BNP Paribas)
Having read (i) the report of the Board of Directors; (ii) the valuation report prepared by Gilles de Courcel, Olivier Péronnet and Jean-Louis Müllenbach, the independent appraisers appointed by the Paris Commercial Court on 15 February 2007; and (iii) the merger agreement signed on 8 March 2007 under which Compagnie Immobilière de France - a French société anonyme with a share capital of EUR 96,120,304 whose registered office is at 1 boulevard Haussmann, 75009 Paris, France, and which is registered with the Paris Companies Registry under number 632 017 380 - agreed to transfer all of its assets to BNP Paribas with retroactive effect from 1 January 2007, and BNP Paribas undertook to assume all of Compagnie Immoblière de France's liabilities, the Extraordinary General Meeting:
- Approves the terms of the merger agreement and authorises the merger of Compagnie Immobilière de France into BNP Paribas.
- Approves the transfer of Compagnie Immobilière de France's entire asset base to BNP Paribas.
- Notes that since the draft merger agreement was filed with the Paris Commercial Court, BNP Paribas has held all of the shares making up the capital of Compagnie Immobilière de France and consequently the merger will not lead to an increase in BNP Paribas' share capital nor to an exchange of Compagnie Immobilière de France shares for BNP Paribas shares, in accordance with article L.236-II of the French Commercial Code.
- Approves the amount of the assets transferred by Compagnie Immobilière de France and the valuation thereof, as well as the amount of the technical merger goodwill and its allocation as provided for in the merger agreement.
- Resolves that, as a result of the foregoing and subject to the conditions precedent provided for in the merger agreement, Compagnie Immobilière de France will be automatically dissolved without liquidation and BNP Paribas will simply replace Compagnie Immobilière de France in relation to all of its rights and obligations.
- Gives full powers to the Board of Directors to record the fulfilment of the conditions precedent set out in the merger agreement and to take any and all measures and carry out any and all formalities appropriate or necessary in relation to the transaction, with the option of delegating said powers to the Chief Executive Officer.
Presentation of the resolution
In the thirteenth, fourteenth and fifteenth resolutions, after reading the merger agreements, the report of the Board of Directors and the reports of the independent appraisers, shareholders are requested to approve the merger into BNP Paribas SA of three fully-consolidated companies that specialise in the acquisition, disposal, operation and management of properties. These mergers form part of the internal restructuring of the Group with a view to combining certain properties used in the business within BNP Paribas SA. They will also lead to a reduction in management expenses, particularly accounting and legal costs.
Shareholders are also invited to approve the amount of the assets transferred by each of the merged companies as well as the related technical merger goodwill amounts and the allocation thereof as provided for in the respective merger agreements.
The thirteenth resolution concerns the merger into BNP Paribas SA of Compagnie Immobilière de France, the fourteenth relates to Société Immobilière du 36 avenue de l'Opéra and the fifteenth to CAPEFI.
(Approval of the merger of Compagnie Immobilière de France into BNP Paribas)
Having read (i) the report of the Board of Directors; (ii) the valuation report prepared by Gilles de Courcel, Olivier Péronnet and Jean-Louis Müllenbach, the independent appraisers appointed by the Paris Commercial Court on 15 February 2007; and (iii) the merger agreement signed on 8 March 2007 under which Compagnie Immobilière de France - a French société anonyme with a share capital of EUR 96,120,304 whose registered office is at 1 boulevard Haussmann, 75009 Paris, France, and which is registered with the Paris Companies Registry under number 632 017 380 - agreed to transfer all of its assets to BNP Paribas with retroactive effect from 1 January 2007, and BNP Paribas undertook to assume all of Compagnie Immoblière de France's liabilities, the Extraordinary General Meeting:
- Approves the terms of the merger agreement and authorises the merger of Compagnie Immobilière de France into BNP Paribas.
- Approves the transfer of Compagnie Immobilière de France's entire asset base to BNP Paribas.
- Notes that since the draft merger agreement was filed with the Paris Commercial Court, BNP Paribas has held all of the shares making up the capital of Compagnie Immobilière de France and consequently the merger will not lead to an increase in BNP Paribas' share capital nor to an exchange of Compagnie Immobilière de France shares for BNP Paribas shares, in accordance with article L.236-II of the French Commercial Code.
- Approves the amount of the assets transferred by Compagnie Immobilière de France and the valuation thereof, as well as the amount of the technical merger goodwill and its allocation as provided for in the merger agreement.
- Resolves that, as a result of the foregoing and subject to the conditions precedent provided for in the merger agreement, Compagnie Immobilière de France will be automatically dissolved without liquidation and BNP Paribas will simply replace Compagnie Immobilière de France in relation to all of its rights and obligations.
- Gives full powers to the Board of Directors to record the fulfilment of the conditions precedent set out in the merger agreement and to take any and all measures and carry out any and all formalities appropriate or necessary in relation to the transaction, with the option of delegating said powers to the Chief Executive Officer.
Presentation of the resolution
In the thirteenth, fourteenth and fifteenth resolutions, after reading the merger agreements, the report of the Board of Directors and the reports of the independent appraisers, shareholders are requested to approve the merger into BNP Paribas SA of three fully-consolidated companies that specialise in the acquisition, disposal, operation and management of properties. These mergers form part of the internal restructuring of the Group with a view to combining certain properties used in the business within BNP Paribas SA. They will also lead to a reduction in management expenses, particularly accounting and legal costs.
Shareholders are also invited to approve the amount of the assets transferred by each of the merged companies as well as the related technical merger goodwill amounts and the allocation thereof as provided for in the respective merger agreements.
The thirteenth resolution concerns the merger into BNP Paribas SA of Compagnie Immobilière de France, the fourteenth relates to Société Immobilière du 36 avenue de l'Opéra and the fifteenth to CAPEFI.