(Approval of the merger takeover of Cerenicim by BNP Paribas)
The General Meeting, pursuant to the quorum and majority requirements applicable to Extraordinary General Meetings, after reading the merger agreement under which Cerenicim, a simplified joint-stock company, identified with company registration number 399 349 083 RCS Paris, as registered in the Paris Trade and Company Register, transfers with retroactive tax and accounting effect as from 1 January 2011, all its assets to BNP Paribas in exchange for the undertaking by BNP Paribas to take over all its liabilities,
- resolves on the merger of Cerenicim 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 the shares comprising Cerenicim 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 Cerenicim shares for BNP Paribas shares,
- approves the amount of contributions made by Cerenicim and the value set on these contributions of EUR 7,055,945.25, the amount of the merger goodwill and its assignment as set out in the merger agreement,
- approves complete transfer of Cerenicim's assets to BNP Paribas, as from this day,
- resolves, in the light of the foregoing, that Cerenicim will be dissolved as of right and without liquidation as from this date, since BNP Paribas purely and simply succeeds Cerenicim 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 take all measures and fulfil all formalities necessary for this transaction.
Presentation of the resolution
The thirteenth and fourteenth resolutions ask the General Meeting, after reviewing the merger agreements, to approve the merger takeovers by BNP Paribas of two facilities management companies, both wholly-owned subsidiaries of BNP Paribas. These two companies have no employees and these transactions are part of a project to simplify real estate structures by bringing together some of the Group's facilities management assets in France into BNP Paribas.
The General Meeting is also being asked to approve the amount of contributions made by the two absorbed companies, 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 respective merger agreements.
The thirteenth resolution concerns the merger takeover by BNP Paribas SA of Cerenicim, while the fourteenth resolution asks you to approver the merger takeover of SAS Noria.