(Statutory auditors’ special report on the transactions and agreements governed by articles L. 225-38 et seq. of the French commercial code (Code de commerce), particularly those between the Bank and its directors and officers, and between Group companies with common corporate officers)
The Ordinary General Meeting notes the terms of the statutory auditors’ special report on transactions and agreements governed by article L. 225-38 et seq. of the French commercial code and approves the transactions and agreements mentioned in said report.
Presentation of the resolution
In the life of any company, especially one that represents the cornerstone of a group, it is common for agreements to be entered into directly or indirectly between that company and other entities with common directors, between the company and its directors, or with shareholders owning more than 10% of the company’s capital. Under articles L.225-38 et seq. of the French commercial code (Code de commerce), these agreements must be authorised in advance by the Board of directors and subsequently approved by the General Meeting of shareholders on the basis of a special report prepared by the statutory auditors. This approval is the subject of the fourth resolution.
For BNP Paribas, the only such regulated agreement entered into during 2007 was the agreement for the contribution of 267,209,706 UCB shares by BNP Paribas to Cetelem, within the scope of the creation of BNP Paribas Personal Finance. This resolution also proposes to bring the contingent collective top-up pension plan, which is in compliance with the French social security code (Code de la sécurité sociale), to which the Bank’s executive officers belong, into line with the provisions of the “TEPA” Act of 21 August 2007 on work, employment and purchasing power; the Board of directors has deliberated on this plan, the most recent deliberations having taken place on 5 May 2004. The characteristics of this plan, which were definitively fixed on such date, have been described in the Bank’s Annual Report every year since 2005.