(Approval of the merger takeover of Banque de Bretagne by BNP Paribas)
The General Meeting, pursuant to the quorum and majority requirements applicable to Extraordinary General Meetings, after acknowledging the opinion of the BNP Paribas Central Works Council, the opinion of the Banque de Bretagne Works Council and the merger agreement under which Banque de Bretagne, a French public company (société anonyme) registered in the Trade and Company Register of Rennes under company registration number 549 200 491 RCS Rennes, will transfer all its assets to BNP Paribas in exchange for the undertaking by BNP Paribas to take over all its liabilities on 1 October 2011, the date of effect of the merger, with retroactive tax and accounting effect as from 1 January 2011, subject to fulfilment of the conditions precedent set out in the merger agreement ,
- resolves on the merger of Banque de Bretagne into BNP Paribas and approves the terms of the relevant merger agreement,
- notes that BNP Paribas has continuously held, since the date the merger project was filed with the clerks of the commercial courts of Paris and Rennes, all the shares comprising Banque de Bretagne's equity and that consequently, in accordance with article L. 236-3-II of the French Code de Commerce, there is no reason for a BNP Paribas capital increase or the exchange of Banque de Bretagne shares for BNP Paribas shares,
- approves the amount of contributions made by Banque de Bretagne and the value set on these contributions of EUR 96,419,393.28, the amount of the merger goodwill and its assignment as set out in the merger agreement,
- approves the complete transfer of Banque de Bretagne's assets to BNP Paribas on the effective date of the merger,
- resolves, in the light of the foregoing, that Banque de Bretagne will be dissolved as of right and without liquidation on the effective date of the merger, since BNP Paribas purely and simply succeeds Banque de Bretagne in all its rights and obligations on this date,
- grants all powers to the Board of Directors, which may further delegate said powers as permitted by law, to ascertain that the conditions precedent specified in the merger agreement have been met and to take all measures and fulfil all formalities necessary for this transaction.
Presentation of the resolution
In the eleventh resolution, the General Meeting will be asked to approve the takeover merger of Banque de Bretagne (a wholly owned subsidiary) by BNP Paribas, after reviewing the merger treaty as well as the opinions of the BNP Paribas Central Works Council and the Banque de Bretagne Works Council.
The takeover merger project of Banque de Bretagne by BNP Paribas will combine Banque de Bretagne's foothold in the region with the advantages of a world-class group. The optimisation of operating costs that will arise from the synergies generated by the merger of the two entities, will increase investment capacities for the development of Retail Banking in this region.
The General Meeting is also being asked to approve the amount of contributions made by Banque de Bretagne, as well as the merger goodwill (these data are purely technical and have no effect on the Group's consolidated accounts), and then appropriate this difference according to the terms set out in the merger agreement.