(Approval of the proposed merger of Fortis Banque France into BNP Paribas ; corresponding increase in share capital)
The General Meeting, ruling under the quorum and majority conditions required for Extraordinary General Meetings, after having taken note :
- of a private agreement containing a proposed merger under which Fortis Banque France under the merger contributes all of its assets, rights and liabilities to BNP Paribas,
- of the report of the Board of Directors about the proposed merger,
- of the opinion of the Central Works Council of BNP Paribas,
- of the report about the conditions of the merger and of the report about the value of the contributions in kind drawn up by Messrs Olivier Péronnet and Dominique Ledouble, Merger Assessors appointed by the Order of the Presiding Judge of the Paris Commercial Court dated 19 January 2010,
- approves in all its provisions the proposed merger under which Fortis Banque France contributes to BNP Paribas under the merger, subject to the fulfilment of the conditions precedent stipulated in the said proposed merger, all of its assets in consideration for the assumption by BNP Paribas of all of its liabilities, with retroactive effect from 1st January 2010;
- approves the amount of the contributions made by Fortis Banque France and the value that is assigned to them, namely € 264,902,792;
- approves the remuneration of the contributions made under the merger according to an exchange ratio of 2 shares of BNP Paribas for 1 share of Fortis Banque France, it being specified that BNP Paribas cannot proceed with the exchange of the shares that it holds in Fortis Banque France for its own shares pursuant to the provisions of Article L. 236-3 of the Commercial Code;
- decides to increase the share capital by € 708 by the creation and issuing of 354 new shares with a par value of € 2 each, fully paid, with dividend rights from 1st January 2010;
- (i) notes that the difference between the portion of the net assets contributed by Fortis Banque France corresponding to the shares held by the minority shareholders of Fortis Banque France and the amount of the increase in share capital above, namely € 15,845, constitutes a merger premium, (ii) decides to allocate this merger premium to the liabilities in the balance sheet of BNP Paribas to the “Merger premium” account in which the rights of the existing and new shareholders shall be included and (iii) authorises the Board of Directors to deduct from the “Merger premium” account all of the expenses, contributions, duties, taxes and fees incurred by this merger and to deduct the sums necessary to fund the statutory reserve;
- (i) notes that the operation produces a merger deficit of € 2,052,098, (ii) decides to enter this merger deficit in the assets of BNP Paribas as intangible fixed assets and to allocate it off the balance sheet according to the methods stipulated by Regulation no 04-01 of 4 May 2004 of the French Accounting Regulation Committee;
- decides, as a result of the above, that Fortis Banque France shall be wound up by right without liquidation, with BNP Paribas purely and simply replacing it in all of its rights and obligations;
- gives full powers to the Board of Directors for the purpose of implementing this resolution, with the right of redelegation under the statutory conditions and, in particular, for the purpose of certifying the fulfilment of the conditions precedent stipulated in the proposed merger, certifying the final completion of the increase in share capital, making the corresponding amendments to the Articles of Association and, more generally, of taking any measures and carrying out any formalities necessary.
Presentation of the resolution
The twenty-first resolution recommends to the shareholders to approve the merger of Fortis Banque France into BNP Paribas and the corresponding increase in the share capital, after having taken note of the merger agreement, of the report of the Board of Directors and of the reports of the Merger Assessors.
The proposed merger of Fortis Banque France into BNP Paribas forms part of the general process of the post-acquisition integration of the components of the Fortis Group into the BNP Paribas Group. This involves, in particular, rationalising the retail bank activities that the two companies are carrying out in France.
The General Meeting is also requested to approve the amount of the contributions made by Fortis Banque France and the remuneration thereof that is proposed, as well as the goodwill (a purely technically information without any effect on the consolidated financial statements of the Group) and then the allocation of this goodwill according to the methods stipulated in the merger agreement.