(Contribution in kind of Fortis Banque SA shares)
The General Meeting, ruling under the conditions of quorum and majority required for extraordinary general meetings (on the understanding that, pursuant to Articles L. 225-147 and L. 225-10 of the French Commercial Code, the shares held by the Société Fédérale de Participations et d’Investissement/Federale Participatie- en Investeringsmaatschappij, a Belgian public limited company (société anonyme) acting on behalf of the Belgium government, with its registered office at avenue Louise 54, boîte 1, 1050 Brussels, and registered with Banque Carrefour des Entreprises under number 0253.445.063 (hereafter the “SFPI”), the contributing company, are not taken into account in calculating the quorum and the majority) ;
after taking cognizance of the:
- private contribution agreement between BNP Paribas and SFPI concerning the contribution in kind by SFPI to BNP Paribas of 98,529,695 shares (or 20.39% of the share capital) of Fortis Banque SA, a Belgian public limited company (société anonyme) with its registered office at rue Royale 20, 1000 Brussels and registered with Banque Carrefour des entreprises under number 0403 199 702 (hereafter “Fortis Banque”);
- Board of Directors’ report;
- Auditors’ report;
and after being informed that the Board of Directors, pursuant to the delegation granted to it under the sixteenth resolution of the Combined General Meeting of 21 May 2008, has approved the contribution in kind by SFPI to BNP Paribas of 263,586,083 Fortis Banque shares (or 54.55% of the capital and voting rights) and after noting the implementation of said contribution and the corresponding capital increase;
recognizes that the condition precedent provided in Article 4.2 of the above contribution agreement has consequently been satisfied;
unconditionally approves (i) the contribution in kind by SFPI to BNP Paribas of 98,529,695 Fortis Banque shares according to the terms and conditions provided in the aforementioned contribution agreement, (ii) the valuation of the Fortis Banque shares that are the subject of said contribution and (iii) the issue to SFPI, in remuneration of said contribution, of 32,982,760 BNP Paribas shares with a nominal value of two (2) euros each, or an increase in the share capital of the amount of 65,965,520 euros;
recognizes the final implementation of the contribution and the corresponding capital increase;
resolves that the new shares to be issued in remuneration of the contribution will be ordinary shares similar in all respects to the existing BNP Paribas shares and that the holders thereof will be subject to the same obligations and will have the same rights in any distribution or repayment made during the existence of BNP Paribas or at the time of its liquidation (including the right to the dividend to be paid for the financial year ending 31 December 2008).;
resolves that the difference between the actual value of the Fortis Banque shares contributed (namely 1,916,598,219 euros) and the amount of the increase in the share capital of BNP Paribas remunerating the contribution (namely 65,965,520 euros), namely the sum of 1,850,632,699 euros, will be posted to a contribution premium account which will relate to the rights of the existing and new shareholders of BNP Paribas and to which may be charged (i) all costs, charges, taxes and fees incurred as a result of the capital increase, (ii) the amount necessary for the appropriation of the legal reserve in order to increase it to one tenth of the new capital resulting from the contribution transaction and (iii) the amount necessary for rebuilding all regulated reserves or provisions;
grants all powers to the Board of Directors with power of subdelegation in particular for the purpose of carrying out the formalities subsequent to the contribution and the corresponding capital increase, making the corresponding amendments to the Articles of Association, applying for admission to trading of the BNP Paribas shares issued in remuneration of the contribution and, more generally, taking all measures and carrying out all necessary acts and formalities.
Presentation of the resolution
The first two resolutions deal with the contribution to BNP Paribas of the Fortis banking operations in Belgium and Luxembourg, as a result of the acquisition of, directly, 74.94% of Fortis Banque SA and, directly and indirectly, of 66.58% of BGL. This contribution would be remunerated through an issue of BNP Paribas shares on the basis of a price of 68 euros, which represents 132.9 million shares. This issue would be made in two stages:
* 88.2 million made pursuant to the 16th resolution of the General Meeting of 21 May 2008, which authorised the issuance of shares to remunerate contributions of unlisted securities up to a limit of 10% of the capital; as a result, at the end of this first phase:
- BNP Paribas would hold 54.55% of the capital of Fortis Banque (which owns 50.01% of BGL),
- the contributing company SFPI (a public interest corporation acting on behalf of the Belgian government) would own approximately 8.8% of the voting rights an 7.4% of the equity of BNP Paribas ;
* then 44.7 million after authorisations by this General Meeting.
Therefore, the eleventh resolution asks you, after duly noting the reports from the Board of Directors and the Auditors and the in-kind contribution agreement between BNP Paribas and SFPI (Société Fédérale de Participations et d’Investissement), to approve the contribution of Fortis Banque shares representing 20.39% of its capital, to raise BNP Paribas’ stake to approximately 75%.
The General Meeting is also being asked to approve the valuation of the contribution made (and the amount of the contribution premium), and then the capital increase: under this operation, SFPI (whose BNP Paribas shares it would own would not participate in the vote), would receive 33 million additional BNP Paribas shares to hold a total of 121.2 million, representing 11.7% of the voting rights and 9.9% of the Bank’s capital (it must retain the 8.8% initially received for at least 2 years).