(Approval of the merger of Société Centrale d'Investissements into BNP Paribas)
The Extraordinary General Meeting, having reviewed:
- the report of the Board of Directors,
- the merger agreement signed on 27 March 2006,
- the report on the terms and conditions of the merger and the report on the value of contributions in kind prepared by Olivier Péronnet and René Ricol, merger commissioners appointed by order of the Presiding Judge of the Paris Commercial Court on 1 March 2006,
- approves all the terms of the merger agreement pursuant to which Société Centrale d'Investissements contributes to BNP Paribas its entire assets and liabilities with retroactive effect as of 1 January 2006 within the scope of the merger, subject to fulfilment of the conditions precedent provided for therein, in particular:
* assets totalling EUR 5,453,471,955 and liabilities totalling EUR 157,865,721, i.e., a contribution by Société Centrale d'Investissements of net assets totalling EUR 5,295,606,234,
* the consideration for the contributions made within the scope of the merger at the rate of three (3) BNP Paribas shares for one (1) Société Centrale d'Investissements share;
- resolves to increase the capital by EUR 1,890, subject to fulfilment of the conditions precedent provided for in the merger agreement, via the creation of 945 new shares with a par value of EUR 2 each, fully paid in, with dividend entitlement as of 1 January 2006. Said shares will be allocated to Société Centrale d'Investissements shareholders other than BNP Paribas, on the basis of three (3) BNP Paribas shares for one (1) Société Centrale d'Investissements share;
- records that the difference between the amount of net assets contributed by Société Centrale d'Investissements that will be allocated to shareholders other than BNP Paribas, and the amount of the above-mentioned capital increase, i.e., EUR 48,139, will constitute a merger premium, and that the operation has also created a merger surplus of EUR 807,534,174;
- resolves to deduct the sum of EUR 190 from the merger premium to be allocated to the legal reserve and resolves to allocate the balance of the merger premium, i.e., the sum of EUR 47,949, to the "merger premiums" account under the liabilities of BNP Paribas to which all current and former shareholders will have equal rights;
- resolves to appropriate the merger premium as follows: EUR 167,482,877 to income, pursuant to CRC Regulation no. 04-01, and EUR 640,051,297 to the "merger premiums" account, from which will be deducted all amounts needed to satisfy the requirements of French tax regulations, in particular the allocation to the long-term capital gains reserve of an amount equivalent to the absorbed company's existing reserve (EUR 501,785,221);
- authorises the Board of Directors to deduct from the "merger premiums" account all costs, duties, taxes and fees incurred in connection with this merger;
- resolves, as a result of the foregoing, that Société Centrale d'Investissements will be dissolved without liquidation by operation of law, subject to fulfilment of the conditions precedent provided for in the merger agreement, as BNP Paribas will be subrogated to all of its rights and obligations;
- grants full powers to the Board of Directors to record fulfilment of the conditions precedent set out in the merger agreement, record the final completion of the capital increase and make the correlative amendment to the Articles of Association, with the possibility to sub-delegate such powers to its Chairman and Chief Executive Officer;
Presentation of the resolution
In the twenty-fourth resolution, shareholders are asked to approve the merger of Société Centrale d'Investissements into BNP Paribas, after having reviewed the merger agreement, the Board of Directors' report and the reports of the merger Commissioners.
Société Centrale d'Investissements is an asset management holding company wholly-owned by the BNP Paribas Group. The merger of Société Centrale d'Investissements into BNP Paribas is part of the plan to simplify the operating structure of BNP's holding companies, and to create synergies within the Group with regard to the administrative and accounting management of its securities portfolio.
Shareholders are also asked to approve the contributions made by Société Centrale d'Investissements, as well as the merger premium, and to appropriate the latter in accordance with the terms of the merger agreement.