(Special report of the Statutory Auditors and approval of related party agreements and commitments falling within the scope of articles L.225-38 et seq. of the French Commercial Code)
The Annual General Meeting, in accordance with the quorum and majority requirements applicable to Ordinary General Meetings, acknowledges the special report prepared by the Statutory Auditors on related party agreements and commitments falling within the scope of articles L.225-38 et seq. of the French Commercial Code.
Presentation of the resolution
The fourth resolution, as part of a company’s activities, agreements may occur directly or indirectly between it and one of its corporate officers, another company with which it has common management, or a shareholder holding more than 10% of the capital.
In order to prevent potential conflicts of interest, these agreements are first given prior authorisation by the Board of Directors and must then be approved by the next Shareholders’ Meeting after hearing the special report of the Statutory Auditors pursuant to articles L.225-38 et seq. of the French Commercial Code.
The purpose of the fourth resolution concerns, for the fiscal year 2013, the agreement between BNP Paribas and the Belgian State relating to the acquisition by BNP Paribas of the 25% of BNP Paribas Fortis SA/NV held by the Société Fédérale de Participations et d’Investissement, which has 10.3% of the Bank’s voting rights. This agreement was authorised by the Board of Directors on 13 November 2013 for an amount of EUR 3.25 billion, which was paid in cash on 14 November 2013.
The agreements and commitments already approved by the General Meeting in previous years and whose execution is ongoing in 2013 are contained in the special report of the Statutory Auditors in the 2013 Registration document end annual financial report, Chapter 8.8.