2007 REGISTRATION DOCUMENT

2007 REGISTRATION DOCUMENT 2007 REGISTRATION DOCUMENT

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8 YearGENERAL INFORMATIONended 31 December 20078.9 Year ended 31 December 2007< Contents >1Deloitte & Associés185, avenue Charles de Gaulle92524 Neuilly-sur-Seine CedexPricewaterhouseCoopers Audit63, rue de Villiers92208 Neuilly-sur-Seine CedexMazars & Guérard61, rue Henri Regnault92400 Courbevoie2BNP Paribas16, boulevard des Italiens75009 Paris3This is a free translation into English of the Statutory Auditors’ special report on regulated agreements and commitments issued in French and isprovided solely for the convenience of English speaking readers. This report on regulated agreements and commitments should be read in conjunctionwith, and construed in accordance with, French law and professional auditing standards applicable in France.To the Shareholders,In our capacity as Statutory Auditors of BNP Paribas, we hereby report to shareholders on regulated agreements and commitments with thirdparties.1. Agreements and commitments entered into during the yearIn application of article L. 225-40 of the French Commercial Code (Code de commerce), we were informed of the agreements and commitmentsapproved by your Board of Directors.Our responsibility does not include identifying any undisclosed agreements or commitments. We are required to report to shareholders, based on theinformation provided, about the main terms and conditions of agreements and commitments that have been disclosed to us, without commentingon their relevance or substance. Under the provisions of article R. 225-31 of the French Commercial Code, it is the responsibility of shareholders todetermine whether the agreements and commitments are appropriate and should be approved.We conducted our work in accordance with the professional standards applicable in France. Those standards require that we carry out the necessaryprocedures to verify the consistency of the information disclosed to us with the source documents from which it was taken.■ Draft agreement providing for the transfer by BNP Paribas of 267,209,706 UCB shares to Cetelem (approved by the Board of Directors’ meeting of13 December 2007 and signed on 7 January 2008)Director concerned:■ Jean ClamonThis transaction is part of the tie-up between Cetelem and UCB to form BNP Paribas Personal Finance:■ before 31 March 2008, BNP Paribas will transfer 267,209,706 UCB shares to Cetelem out of the 267,209,721 shares comprising UCB’s sharecapital. The value of the UCB shares to be transferred is EUR 890,881,144.52, corresponding to their net book value;■ in consideration for the transfer of UCB shares, Cetelem will issue 7,783,918 shares and additional paid-in capital of EUR 836,393,718.52. Theshare transfer agreement contains the usual clauses in relation to the surplus.2. Adjustments to bring the Bank’s current commitments into compliance with the provisions of Act no. 2007-1223 of 21 August 2007promoting labour, employment and purchasing power (“TEPA” Act)On 28 November 2003, BNP Paribas set up a defined benefit plan whose main beneficiaries are Michel Pébereau, Baudouin Prot, Georges Chodron deCourcel and Jean Clamon. This plan met the definition of those described in article L. 137-11 of the French Social Security Code (Code de la sécuritésociale) and covered by the last paragraph of article L. 225-42-1 of the French Commercial Code, as amended by Act no. 2007-1223 of 21 August2007 promoting labour, employment and purchasing power (“TEPA” Act).In accordance with article L. 225-42-1 of the French Commercial Code, these defined benefit schemes are now subject to the provisions of article L.225-38 and articles L. 225-40 to L. 225-42 of said Code. Pursuant to article 17 of Act no. 2007-1223, BNP Paribas considered that at from the datethe “TEPA” Act was published, the afore-mentioned defined benefit obligation should be brought into compliance with the amended provisions by22 February 2009 at the latest.45678910112722007 Registration document - BNP PARIBAS

GENERAL INFORMATIONYear ended 31 December 2007 8< Contents >To ensure its compliance with these amended provisions, the Board of Directors’ meeting of 19 February 2008 confirmed the decision taken at itsmeeting of 5 May 2004 approving the defined benefit plan.The terms and conditions and impact of this plan are disclosed in notes 7.b. and 8.d. to the consolidated financial statements of BNP Paribas.3. Agreements and commitments entered into in prior years which remained in force during the yearIn application of article R. 225-30 of the French Commercial Code, we were informed of the following agreements and commitments entered into inprior years, which remained in force during the year.■ Shareholders’ agreement concerning Galeries Lafayette signed with the Moulin family and Motier SAS (approved by the Board of Directors’ meetingof 2 August 2005 and signed on 21 March 2006)On 21 March 2006, Motier SAS, the Moulin family and BNP Paribas signed a shareholders’ agreement under which:■ the parties grant a reciprocal preferential right on Galeries Lafayette shares;■ the parties grant a reciprocal right of transfer on Galeries Lafayette shares;■ appointments to the Supervisory Board of Galeries Lafayette are allocated based on its shareholder structure.■ Shareholders’ agreement concerning LaSer Cofinoga, signed with Cetelem, the Moulin family, Motier SAS, Galeries Lafayette, LaSer and Cofinoga(approved by the Board of Directors’ meeting of 2 August 2005)On 20 September 2005, Motier SAS, the Moulin family, Cetelem, Galeries Lafayette, LaSer, Cofinoga and BNP Paribas signed a shareholders’ agreementwhich set out the following:■ the management of the LaSer group;■ the conditions applicable to the sale of LaSer and Cofinoga shares;■ the commitments of the Moulin family, Motier SAS and Galeries Lafayette;■ the commitments of BNP Paribas and Cetelem towards Cofinoga;■ the conditions for implementing cost synergies between Cetelem, LaSer and Cofinoga.■ Agreement setting out relations with AXA (approved by the Board of Directors’ meeting of 23 November 2005)This agreement, signed on 15 December 2005, replaces the standstill agreement signed on 12 September 2001 and the amendment thereto dated26 October 2004. It sets out the relations of BNP Paribas and AXA groups with a view to adapting them to the framework defined by the plannedmerger of Finaxa into AXA.The agreement provides for the level of shareholdings between two groups to remain stable:■ the AXA group initially undertook not to reduce its interest in BNP Paribas to below 43,412,598 shares, and BNP Paribas initially undertook notto reduce its interest in AXA to below 61,587,465 shares;■ these figures will then be adjusted to take account of securities transactions, in particular bonus share grants, stock splits or reverse stock splits,and capital increases carried out by either BNP Paribas or AXA.In addition, both parties have call options on the other’s shareholdings, which are exercisable in the event of a hostile change in majority control ofeither party’s interest.The new agreement is for an initial term of five years, and is automatically renewable for two years and then for a further period of one year.The agreement was announced by the French financial markets authority (Autorité des Marchés Financiers) on 21 December 2005.■ Guarantees given to directors and senior executivesBNP Paribas SA has taken out insurance policies to cover any financial liability and defence costs of the directors and senior executives of its subsidiariesand branches in the case of proceedings initiated against them that concern the normal exercise of their functions. The principles and conditions ofsaid agreements remained in force in 2007.12345678Neuilly-sur-Seine and Courbevoie, 13 March 2008The Statutory AuditorsDeloitte & Associés PricewaterhouseCoopers Audit Mazars & GuérardPascal Colin Étienne Boris Hervé Hélias910112007 Registration document - BNP PARIBAS 273

GENERAL INFORMATIONYear ended 31 December <strong>2007</strong> 8< Contents >To ensure its compliance with these amended provisions, the Board of Directors’ meeting of 19 February 2008 confirmed the decision taken at itsmeeting of 5 May 2004 approving the defined benefit plan.The terms and conditions and impact of this plan are disclosed in notes 7.b. and 8.d. to the consolidated financial statements of BNP Paribas.3. Agreements and commitments entered into in prior years which remained in force during the yearIn application of article R. 225-30 of the French Commercial Code, we were informed of the following agreements and commitments entered into inprior years, which remained in force during the year.■ Shareholders’ agreement concerning Galeries Lafayette signed with the Moulin family and Motier SAS (approved by the Board of Directors’ meetingof 2 August 2005 and signed on 21 March 2006)On 21 March 2006, Motier SAS, the Moulin family and BNP Paribas signed a shareholders’ agreement under which:■ the parties grant a reciprocal preferential right on Galeries Lafayette shares;■ the parties grant a reciprocal right of transfer on Galeries Lafayette shares;■ appointments to the Supervisory Board of Galeries Lafayette are allocated based on its shareholder structure.■ Shareholders’ agreement concerning LaSer Cofinoga, signed with Cetelem, the Moulin family, Motier SAS, Galeries Lafayette, LaSer and Cofinoga(approved by the Board of Directors’ meeting of 2 August 2005)On 20 September 2005, Motier SAS, the Moulin family, Cetelem, Galeries Lafayette, LaSer, Cofinoga and BNP Paribas signed a shareholders’ agreementwhich set out the following:■ the management of the LaSer group;■ the conditions applicable to the sale of LaSer and Cofinoga shares;■ the commitments of the Moulin family, Motier SAS and Galeries Lafayette;■ the commitments of BNP Paribas and Cetelem towards Cofinoga;■ the conditions for implementing cost synergies between Cetelem, LaSer and Cofinoga.■ Agreement setting out relations with AXA (approved by the Board of Directors’ meeting of 23 November 2005)This agreement, signed on 15 December 2005, replaces the standstill agreement signed on 12 September 2001 and the amendment thereto dated26 October 2004. It sets out the relations of BNP Paribas and AXA groups with a view to adapting them to the framework defined by the plannedmerger of Finaxa into AXA.The agreement provides for the level of shareholdings between two groups to remain stable:■ the AXA group initially undertook not to reduce its interest in BNP Paribas to below 43,412,598 shares, and BNP Paribas initially undertook notto reduce its interest in AXA to below 61,587,465 shares;■ these figures will then be adjusted to take account of securities transactions, in particular bonus share grants, stock splits or reverse stock splits,and capital increases carried out by either BNP Paribas or AXA.In addition, both parties have call options on the other’s shareholdings, which are exercisable in the event of a hostile change in majority control ofeither party’s interest.The new agreement is for an initial term of five years, and is automatically renewable for two years and then for a further period of one year.The agreement was announced by the French financial markets authority (Autorité des Marchés Financiers) on 21 December 2005.■ Guarantees given to directors and senior executivesBNP Paribas SA has taken out insurance policies to cover any financial liability and defence costs of the directors and senior executives of its subsidiariesand branches in the case of proceedings initiated against them that concern the normal exercise of their functions. The principles and conditions ofsaid agreements remained in force in <strong>2007</strong>.12345678Neuilly-sur-Seine and Courbevoie, 13 March 2008The Statutory AuditorsDeloitte & Associés PricewaterhouseCoopers Audit Mazars & GuérardPascal Colin Étienne Boris Hervé Hélias91011<strong>2007</strong> Registration document - BNP PARIBAS 273

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