(Approval of (i) the proposed merger of BNL into BNP Paribas, (ii) the corresponding increase in the Bank's share capital, (iii) BNP Paribas taking over commitments related to stock options granted by BNL, and (iv) an authorisation to sell all shares corresponding to fractions of shares)
Having read (i) the private deed dated 12 March 2007 relating to a planned merger under the terms of which BNL agreed to transfer to BNP Paribas all of its assets, rights and obligations in the form of a merger; (ii) the report of the Board of Directors; (iii) the reports prepared by Gilles de Courcel, René Ricol and Olivier Péronnet, the independent appraisers appointed by the Paris Commercial Court on 26 February 2007; and (iv) the Auditors' special report on taking over the commitments related to stock options granted by BNL; the Extraordinary General Meeting:
- Approves the above-mentioned merger in accordance with the specified terms and conditions, to be carried out by BNL transferring to BNP Paribas all of its assets, in return for BNP Paribas assuming all of BNL's liabilities. The Extraordinary General Meeting also authorises the Board of Directors to carry out a capital increase in connection with the merger, whereby BNL shareholders will be granted a total number of BNP Paribas shares with a par value of EUR two (2) each, ranging from 402,735 to 1,539,740 (representing between EUR 805,470 and EUR 3,079,480) depending on the number of BNL shares held by third parties on the merger completion date. These newly-issued shares will be allocated based on a ratio of one (1) BNP Paribas share for twenty-seven (27) BNL shares at the merger completion date, taking into account the fact that no BNL shares held by BNP Paribas will be exchanged for the Bank's own shares, in accordance with article L. 236-3 of the French Commercial Code.
- Approves the completion date for said merger, as specified in the draft merger agreement. As from the merger completion date - which must be no later than 31 December 2007 - all operations carried out by BNL will be considered for accounting purposes as having been performed by BNP Paribas.
- Notes that the difference between the value of the transferred net assets at 31 December 2006, corresponding to BNP Paribas' share of the underlying net assets (representing between EUR 4,415 million and EUR 4,476 million) and the estimated carrying amount of BNP Paribas' interest in BNL as recorded in BNP Paribas' accounts at the merger completion date (€9,012 million), represents a technical merger goodwill of between EUR 4,536 million and EUR 4,597 million.
- Approves any adjustments to be made to the above-mentioned technical merger goodwill based on the actual amount of the net assets transferred and the carrying amount of BNP Paribas' interest in BNL at the merger completion date, and approves the allocation of the adjusted technical merger goodwill as provided for in the draft merger agreement.
- Resolves that, as from the merger completion date, the new shares to be issued as consideration for the assets transferred to BNP Paribas in connection with the merger will carry the same rights and be subject to the same legal requirements as existing shares, and that an application will be made for them to be listed on the Eurolist market of Euronext Paris (Compartment A).
- Authorises the Board of Directors to sell all the BNP Paribas shares corresponding to fractions of shares as provided for in the draft merger agreement.
- Resolves that the difference between the amount corresponding to the portion of the net assets transferred to BNP Paribas held by shareholders other than BNP Paribas and BNL at the merger completion date, and the aggregate par value of the shares remitted as consideration for said asset transfer (representing between EUR 14.7 million and EUR 57.4 million) will be credited to a "merger premium" account to which all shareholders shall have equivalent rights. The Extraordinary General Meeting also authorises (i) the adjustment of said premium at the merger completion date in order to reflect the definitive value of the net assets transferred to BNP Paribas and the number of BNP Paribas shares actually issued, and (ii) the allocation of the adjusted merger premium, as provided for in the draft merger agreement.
- As a result of the merger of BNL into BNP Paribas, approves the dissolution of BNL without liquidation at the merger completion date, and as from that date the replacement of BNL by BNP Paribas in relation to all of BNL's rights and obligations.
- As a result of the merger of BNL into BNP Paribas and subject to the terms and conditions of the draft merger agreement, authorises BNP Paribas to take over BNL's commitments arising from the stock options awarded to the employees and corporate officers of BNL and its subsidiaries under the stock option plans listed in the appendix to the draft merger agreement.
- Having read the Auditors' special report, resolves to waive in favour of holders of the above stock options, all pre-emptive rights to subscribe for the shares to be issued on exercise of the options.
- Gives full powers to the Board of Directors to use this authorisation, with the option of delegating said powers subject to compliance with the applicable law. This includes (i) placing on record the number and par value of the shares to be issued on completion of the merger and, where appropriate, the exercise of options, (ii) carrying out the formalities related to the corresponding capital increases, (iii) amending the Bank's Articles of Association accordingly, and (iv) more generally, taking any and all measures and carrying out any and all formalities appropriate or necessary in relation to the transaction.
Presentation of the resolution
In the twelfth resolution, shareholders are asked to approve the merger of BNL into BNP Paribas SA after reading the draft merger agreement, the report of the Board of Directors, the reports of the independent appraisers and the special report of the Auditors.
The planned merger of BNL into BNP Paribas SA forms part of the post-acquisition process of integrating BNL into the BNP Paribas Group. The main aim of the merger is to facilitate the restructuring of BNL's international network by focussing BNL's operations on its domestic market and streamlining the Group's general structure. The operation will also optimise the link-up of BNL's and BNP Paribas' branches in New York, London, Hong Kong and Madrid from a tax and legal standpoint.
Shareholders are also invited to approve the amount of the assets transferred by BNL as well as the technical merger goodwill amount (which is a purely technical figure with no impact on the Group's consolidated financial statements), and the allocation of this amount as provided for in the draft merger agreement.