(Contribution in kind of BGL SA shares)
The General Meeting, ruling under the conditions of quorum and majority required for extraordinary general meetings:
After taking cognizance of:
- the private contribution agreement between BNP Paribas and the Grand Duchy of Luxembourg concerning the contribution in kind by the Grand Duchy of Luxembourg to BNP Paribas of 4,540,798 shares of BGL SA, a Luxembourg public limited company (société anonyme) with its registered office at 50, avenue J.F. Kennedy, L-2951 Luxembourg and registered in the Luxembourg Trade and Companies Register under number B.6.481 (hereafter “BGL”);
- the Board of Directors’ report, and
- the Contribution 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 set out in Article 4.2 of the aforementioned contribution agreement has consequently been satisfied;
unconditionally approves (i) the contribution in kind by the Grand Duchy of Luxembourg to BNP Paribas of 4,540,798 shares of BGL according to the terms and conditions provided in the aforementioned contribution agreement, (ii) the valuation of the BGL shares that are the subject of said contribution and (iii) the issue to the Grand Duchy of Luxembourg, in remuneration of said contribution, of 11,717,549 BNP Paribas shares with a nominal value of two (2) euros each, or an increase in the share capital of 23,435,098 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 their holders 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 payable for the financial year ending 31 December 2008).;
resolves that the difference between the actual value of the BGL shares contributed (namely 796,793,332 euros) and the amount of the increase in the share capital of BNP Paribas remunerating the contribution (or 23,435,098 euros), namely the sum of 773,358,234 euros, will be registered in a contribution premium account which relates to the rights of the old 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.
The shareholders are asked, in the twelfth resolution, after duly noting the in-kind contribution agreement between BNP Paribas and the Grand Duchy of Luxembourg, to approve the contribution of 16.57% of the capital of BGL, which would raise BNP Paribas’s holding, directly and indirectly, to 66.58%.
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; as a result, the Grand Duchy of Luxembourg would receive 11.7 million BNP Paribas shares, representing 1.1% of the voting rights and 0.9% of the capital of BNP Paribas (it has agreed to retain 50% of this stake for one year).