(Approval of the merger of Société Immobilière du 36 avenue de l'Opéra into BNP Paribas)
Having read (i) the report of the Board of Directors; (ii) the valuation report prepared by Gilles de Courcel, Olivier Péronnet and Jean-Louis Müllenbach, the independent appraisers appointed by the Paris Commercial Court on 15 February 2007; and (iii) the merger agreement signed on 8 March 2007 under which Société Immobilière du 36 avenue de l'Opéra, a French société par actions simplifiée with a share capital of EUR 21,037,500 whose registered office is at 41 avenue de l'Opéra, 75002 Paris, France, and which is registered with the Paris Companies Registry under number 399 084 235, agreed to transfer all of its assets to BNP Paribas with retroactive effect from 1 January 2007, and BNP Paribas undertook to assume all of Société Immobilière du 36 avenue de l'Opéra's liabilities, the Extraordinary General Meeting:
- Approves the terms of the merger agreement and authorises the merger of Société Immobilière du 36 avenue de l'Opéra into BNP Paribas.
- Approves the transfer of Société Immobilière du 36 avenue de l'Opéra's entire asset base to BNP Paribas.
- Notes that since the draft merger agreement was filed with the Paris Commercial Court, BNP Paribas has held all of the shares making up the capital of Société Immobilière du 36 avenue de l'Opéra and consequently the merger will not lead to an increase in BNP Paribas' share capital nor to an exchange of Société Immobilière du 36 avenue de l'Opéra shares for BNP Paribas shares, in accordance with article L.236-II of the French Commercial Code.
- Approves the amount of the assets transferred by Société Immobilière du 36 avenue de l'Opéra and the valuation thereof, as well as the amount of the technical merger goodwill and its allocation as provided for in the merger agreement.
- Notes that, as a result of the foregoing, Société Immobilière du 36 avenue de l'Opéra is dissolved without liquidation as from the date of this Meeting and that BNP Paribas will henceforth simply replace Société Immobilière du 36 avenue de l'Opéra in relation to all of its rights and obligations.
- Gives full powers to the Board of Directors to take any and all measures and carry out any and all formalities appropriate or necessary in relation to the transaction, with the option of delegating said powers to the Chief Executive Officer.
Presentation of the resolution
In the thirteenth, fourteenth and fifteenth resolutions, after reading the merger agreements, the report of the Board of Directors and the reports of the independent appraisers, shareholders are requested to approve the merger into BNP Paribas SA of three fully-consolidated companies that specialise in the acquisition, disposal, operation and management of properties. These mergers form part of the internal restructuring of the Group with a view to combining certain properties used in the business within BNP Paribas SA. They will also lead to a reduction in management expenses, particularly accounting and legal costs.
Shareholders are also invited to approve the amount of the assets transferred by each of the merged companies as well as the related technical merger goodwill amounts and the allocation thereof as provided for in the respective merger agreements.
The thirteenth resolution concerns the merger into BNP Paribas SA of Compagnie Immobilière de France, the fourteenth relates to Société Immobilière du 36 avenue de l'Opéra and the fifteenth to CAPEFI.