(Approval of the simplified cross-border merger between BNP Paribas International BV and BNP Paribas SA)
The General Meeting, pursuant to the quorum and majority requirements applicable to Extraordinary General Meetings, after reviewing the Board of Directors' report as well as the simplified cross-border merger agreement under which BNP Paribas International BV, a company incorporated in the Netherlands, identified in the Amsterdam Chamber of Commerce under number 33244561, transfers all its assets to BNP Paribas in exchange for the undertaking by BNP Paribas to take over all its liabilities on the date of scrutiny of legality, which is the effective date of the merger,
- resolves on the simplified cross-border merger of BNP Paribas International BV 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 clerk of the Paris commercial court, all issued and fully paid up shares comprising the registered capital of BNP Paribas International BV and that consequently, in accordance with article L. 226-3-II of the French Code de commerce, there is no reason for a BNP Paribas capital increase or the exchange of BNP Paribas International BV shares for BNP Paribas shares,
- approves the amount of contributions made by BNP Paribas International BV, estimated at EUR 3,145,812,571, as at 31 December 2010 and its assignment as set out in the merger agreement,
- notes that the merger will have an immediate tax and accounting effect on the effective date of the merger and that consequently, the amounts of the elements contributed estimated as at 31 December 2010 will be adjusted on the effective date and the amount of these adjustments taken into account by BNP Paribas in the merger goodwill,
- approves the complete transfer of BNP Paribas International BV assets to BNP Paribas on the effective date of the merger,
- resolves, in the light of the foregoing, that BNP Paribas International BV will be dissolved as of right and without liquidation on the effective date of the merger, since BNP Paribas purely and simply succeeds BNP Paribas International BV in all its rights and obligations,
- grants all powers to the Board of Directors, which may further delegate said powers as permitted by law, to close the accounts of BNP Paribas International BV on the effective date of the merger, as well as the amount of the cash adjustment, take all measures and fulfil all formalities necessary for this transaction.
Presentation of the resolution
The twelfth resolution proposes to shareholders to approve the simplified cross-border merger of BNP Paribas International BV (BNPP IBV) into BNP Paribas SA, after reviewing the simplified cross-border merger agreement as well as the Board of Director's report.
BNPP IBV is a Dutch holding company that is solely dedicated to the management of its equity interests and treasury. BNPP IBV is a wholly-owned subsidiary of BNP Paribas. It does not have any employees.
The BNPP IBV and BNP Paribas merger project is aimed at simplifying and streamlining the complex legal ownership structure of the BNP Paribas Group, especially in the Netherlands.
The General Meeting is also being asked to approve the amount of contributions made by BNP Paribas International BV, 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.