SUMMARY OF THE PROPOSED SCHEME FOR THE TRANSFER OF PART OF THE BANKING BUSINESS OF BNP PARIBAS S.A./N.V., LONDON BRANCH TO BNP PARIBAS S.A., LONDON BRANCH

1. INTRODUCTION

1.1 It is proposed that BNP Paribas Fortis S.A./N.V., formerly known as Fortis S.A./N.V., (the Transferor ) will transfer part of its banking business, as further described in paragraph 3.1 below (the Business ), to BNP Paribas S.A. (the Transferee ).

1.2 The transfer of the Business (the Transfer ) is to be effected by a statutory scheme made available under PART VII of the and Markets Act 2000 (the Act ) for the transfer of banking businesses (the Scheme ).

1.3 The Scheme is being carried out as part of a series of corporate actions designed to integrate the business of the Transferor and the Transferee. The Transfer will be made to the London branch of the Transferee ( BNPP LB ).

1.4 The Transfer is subject to the approval of the High Court of England and Wales under section 111(1) of the Act. The application to the Court is expected to be heard on or around 26 September 2013.

1.5 Subject to the approval of the Court, it is intended that the Scheme will become effective on or around 16 November 2013 (the Effective Date ).

1.6 In general, the Scheme provides a mechanism to transfer the Business on the Effective Date without any further steps being required.

1.7 The information in this document is only a summary of the Scheme. Further information and a copy of the Scheme document can be obtained by calling Client Services on +44 (0)20 7595 6533 or by e- mailing [email protected] or by writing to us at Client Services, CIB Client Management, 10 Harewood Avenue, London NW1 6AA.

2. TRANSFER DATE

The Scheme will become effective at 12:01am on the Effective Date, or such other date as the Court may specify, which shall be a date no later than 31 December 2013.

3. THE BUSINESS TO BE TRANSFERRED

3.1 The Business, other than the Excluded Matters as further described in paragraph 3.2 below, is comprised of:

(a) the business carried on by the Asset and Liability Management Treasury department of the London branch of the Transferor ( Fortis LB ), being the business of accepting deposits and managing deposit liabilities of the Transferor taken in or held in the books and records of the Fortis LB;

(b) the business carried on by the Corporate and Transaction Business Europe department of Fortis LB, being the business of plain vanilla lending to companies of all sizes (in particular medium-sized enterprises), cash management services (including the operation of client

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accounts) and trade finance services (including documentary collections and issuance of documentary credits, standby letters or credits and bank guarantees);

(c) the business carried on by the Mortgage Portfolio department of Fortis LB being the business relating to the portfolio of mortgages of properties situated in the United Kingdom;

(d) the two legacy real estate loans managed by the Structured Finance department of Fortis LB;

(e) all assets, contracts and liabilities of the Transferor comprised within the businesses described in paragraphs (a), (b), (c) and (d) above;

(f) the underlease of the property situated at 5 Aldermanbury Square, London EC2V 7HR (the Premises ), any deeds of variation or licences in respect of the said underlease and various sub-underleases in relation to certain levels of the Premises; and

(g) the benefit, burden and conduct of any claim (by way of legal or other proceedings or by way of application to any ombudsman or authority by or against the Transferor which is current or pending at the Effective Date) in respect of the businesses described in paragraphs (a), (b), (c) and (d) above.

3.2 The Business excludes:

(a) all equipment and items which are not owned by the Transferor but are used by it in the Business or otherwise relate to the Business as at the Effective Date (including, without limitation, items on loan, lease, conditional sale, deferred purchase, credit sale or hire purchase or of which the Transferor is for any reason bailee and items supplied to the Transferor under a valid retention of title clause or other terms effective to prevent or delay title passing to the Transferor);

(b) all books, files, documents, correspondence, papers and other records as are required, by any applicable legal, regulatory or corporate governance requirement to be kept by the Transferor or any member of the Transferor’s group and retained in their possession and all records that are referred to in section 49(1)(b) of the Value Added Tax Act 1994 which at the Effective Date are kept by the Transferor or any member of the Transferor’s group in relation to the Business;

(c) all information technology;

(d) any website owned or operated by or on behalf of the Transferor and relating to the Business;

(e) all rights in the trade mark and brand “Fortis” and "Fortis UK" whether registered or unregistered;

(f) all rights in respect of any claim (by way of legal or other proceedings or by way of application to any ombudsman or authority by or against the Transferor which is current or pending at the Effective Date) which the Transferor has agreed to take on in (together with paragraphs (a), (b), (c), (d) and (e) above, the Excluded Assets );

(g) any hedging contract or arrangements which relates to any loans made by the Transferor and/or owed to it as part of the Business on or before the Effective Date; or (i) any loan, credit or facility agreement for the provision of trade finance to a customer, whether or not secured on the goods which are the subject of the trade; (ii) any documentary collection, documentary or standby letter of credit; and (iii) any advance payment guarantee, bid bond,

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performance bond or other similar bank bond, indemnity or guarantee (Roman numerals (i), (ii) and (iii) together the Trade Finance Agreement );

(h) any contract, Trade Finance Agreement or agreement creating security in favour of the Transferor in respect of any liability of any customer, transferred to BNPP LB by contract to take effect on or before the Effective Date or re-domiciled with the head office of the Transferor on or before the date of the order of the Court sanctioning the Transfer;

(i) all contracts of employment in respect of any employee or past employee of the Transferor; any rights and entitlements thereunder (including pension rights), and any claims arising thereunder (as further described in paragraphs 9.1 and 9.2 below) ;

(j) any mortgage which relates to a property situated outside the United Kingdom (together with paragraphs (g), (h) and (i) above, the Excluded Contracts ); and

(k) any liabilities relating to any claims (by way of legal or other proceedings or by way of application to any ombudsman or authority by or against the Transferor which is current or pending at the Effective Date) which the Transferor has agreed to take on in Belgium (the Excluded Liabilities ),

(the Excluded Assets, the Excluded Contracts and the Excluded Liabilities together, the Excluded Matters ).

4. THE EFFECT OF THE TRANSFER

4.1 Unless part of the Excluded Matters, the Scheme provides that each asset, contract, guarantee, security, claim and liability in respect of the Business shall have effect on and from the Effective Date as if such asset, contract, guarantee, security, claim or liability had been undertaken with, entered into by, or otherwise made by BNPP LB rather than Fortis LB. With respect to anything falling to be done after the Effective Date, a reference to Fortis LB shall be replaced by a reference to BNPP LB.

4.2 The Transfer under the Scheme will not:

(a) invalidate or discharge any contract, security or other thing, or any term of any of them;

(b) require any further registration in respect of any security;

(c) constitute a breach of, or default under, or require any obligation to be performed sooner or later than would have otherwise been the case under, any contract or instrument;

(d) allow any party to a contract to terminate the contract when it would otherwise not have been able to terminate it;

(e) entitle any party to any contract to modify the terms of the contract when that party would not otherwise have been able to modify it;

(f) unless specifically provided for, confer any greater or lesser rights or benefits or impose any greater or lesser obligations on any party to the contract to which Fortis LB is a party when that greater or lesser obligation would not otherwise have been imposed.

4.3 Any account between Fortis LB and a customer that is being transferred will become an account between BNPP LB and that customer and be subject to the same terms and conditions.

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4.4 Any security in respect of the Business held by Fortis LB or by a nominee, agent or trustee for Fortis LB, as security for the payment or discharge of any liability will on and from the Effective Date be held by BNPP LB or as the case may be by a nominee, agent or trustee for BNPP LB, and be available to BNPP LB as security for the payment or discharge of any such liability.

4.5 Any existing mandate, authority, undertaking, consent, direct debit instruction or standing order given to or by Fortis LB in respect of the business being transferred will have effect on and from the Effective Date as if given to or, as the case may be, by BNPP LB.

4.6 Following the Transfer, any credit balances transferred from Fortis LB to BNPP LB will be available for set-off against any existing obligations to the Transferee.

5. TRANSFEROR AS TRUSTEE FOR THE TRANSFEREE

5.1 The Scheme provides that the Transferor will, from the Effective Date, hold any assets of the Transferor that were to be transferred pursuant to the Scheme, but whose transfer to and vesting in the Transferee did not for any reason take place on the Effective Date (the Residual Assets ), together with any proceeds of sale or income or other right accrued or return arising in respect of such Residual Assets, on trust for the Transferee. The Transferor will be subject to the exclusive directions from the Transferee in respect of a Residual Asset until such Residual Asset is transferred to or otherwise vested in the Transferee or is disposed of (upon which the Transferor will account to the Transferee for any such proceeds). All payments made to, property received by or rights conferred upon the Transferor on or after the Effective Date in respect of the Business will be paid or transferred (to the extent possible) to the Transferee.

5.2 The Scheme also provides that the Transferee will, on the Transferor’s behalf, discharge all liabilities of the Transferor that were to be transferred pursuant to the Scheme, but whose transfer to the Transferee did not for any reason take place on the Effective Date (the Residual Liabilities ), from the Effective Date to such time as when such Residual Liabilities are transferred to the Transferee.

6. DEPOSIT COMPENSATION SCHEME

6.1 As an EEA (European Economic Area) branch of the Transferor, certain depositors of Fortis LB are covered by the Belgian Deposit and Financial Protection Scheme established by the home regulator of the transferor in Belgium (the Belgian Deposit Guarantee ).

6.2 For the purpose of calculating a repayment under the Belgian Deposit Guarantee, all receivables eligible for compensation under the Belgian Deposit Guarantee, owed by the authorised institution (i.e. the Transferor) to the same client are aggregated, after application of legal (statutory) or contractual set-off with debts owed by such client to the authorised institution. All such receivables are taken into account for their amount of principal or for their nominal amount, as well as for due or accrued gains, and for the amount of ancillary revenues (if any), on the last day before the day of the event that triggered the application of the Belgian Deposit Guarantee.

6.3 It should be noted that the Belgian Deposit Guarantee does not cover the following:

(a) deposits in respect of which clients have obtained individual basis rates and financial advantages that have contributed to the impairment of the financial situation of the authorised institution;

(b) certain excluded deposits under the Belgian Deposit Guarantee including, for example, collective investment undertakings; and

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(c) deposits in non-EEA currencies.

6.4 The ceiling for compensation per client under the Belgian Deposit Guarantee is EUR 100,000 per authorised institution. This means that at present if the Transferor were unable to meet its financial obligations, eligible UK depositors would be entitled to claim a maximum level of compensation of EUR 100,000 (approximately GBP 85,000 as of today) per depositor. For joint accounts, each account holder is treated as having a claim in respect of their share, so for a joint account of two eligible depositors, the maximum amount that could be claimed would be EUR 200,000.

6.5 Following the Transfer eligible depositors will no longer be covered by the Belgian Deposit Guarantee. However, a comparable scheme covering French will apply to eligible depositors under the Fonds de Garantie Des Dep ȏts (the French Deposit Guarantee ). Whilst the maximum level of compensation is also EUR 100,000 (approximately GBP 85,000 as of today) per depositor, the eligibility criteria of the two schemes vary. In particular, the Belgian scheme covers individuals and companies (with 100 or fewer employees and which do not exceed the limits of two of the three following criteria: (a) balance sheet total: EUR 3,650,000; (b) net turnover: EUR 7,300,000; and (c) average number of employees during the financial year: 50), whereas the French scheme covers individuals and all companies except (principally) credit institutions, payment institutions, companies and collective investment undertakings. Note that, like its Belgian equivalent, the French Deposit Guarantee does not cover deposits in non-EEA currencies.

6.6 Eligible depositors holding deposits with both Fortis LB and BNPP LB are presently entitled to protection under both schemes up to a total of EUR 200,000. However, on the transfer of the Fortis LB deposits to BNPP LB protection under the Belgian scheme will no longer apply and eligible depositors’ protection will be solely under the French scheme for up to EUR 100,000 of the combined deposits.

6.7 Further details of the two schemes can be found on their respective websites; www.protectionfund.be and www.garantiedesdepots.fr .

7. CONTINUITY OF PROCEEDINGS

7.1 As part of the Scheme, any judicial, quasi-judicial or arbitration proceedings or any complaint to any ombudsman or other proceedings for the resolution of a dispute or claim (whether current or future) by or against the Transferor on the Effective Date in connection with the Business will be continued by or against the Transferee. The Transferee will be entitled to all defences, counterclaims and rights of set-off that would have been available to the Transferor in relation to those proceedings and the Transferor will have no liability under those proceedings. For the avoidance of doubt, and after the Effective Date, the Transferee may determine to discontinue any such proceedings brought by the Transferor.

7.2 After the Effective Date, any judicial, quasi-judicial or arbitration proceedings or any complaint to any ombudsman or other proceedings for the resolution of a dispute or claim (whether current or future) by or against the Transferor concerning the Business will be commenced against the Transferee. Any such proceedings after the Effective Date commenced in error against the Transferor shall be deemed to have been commenced and will be continued against the Transferee without the need for further order, whether for substitution of parties or otherwise. In any event, the Transferee will be entitled to all defences, counterclaims and rights of set-off that would have been available to the Transferor in relation to those proceedings

8. DATA PROTECTION

As part of the Scheme, all personal data obtained by Fortis LB from its customers in respect of the Business will be disclosed to BNPP LB who will become a data controller in respect of such data.

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Any consent given by customers in relation to the use of their data will be deemed to have been given in relation to BNPP LB. BNPP LB will use this data in order to administer the customer accounts that are transferred and references to the Transferor or Fortis LB in any Fortis LB data protection statements or consents will be construed as references to BNPP LB.

9. EMPLOYMENT AND EMPLOYEE BENEFITS

9.1 No contract of employment, and no right, power, duty, liability or claim in connection with such contract, will be transferred under the Scheme, provided that nothing in the Scheme prevents such transfer taking place under and in accordance with the provisions of the Transfer of Undertakings (Protection of Employment) Regulations 2006. It is anticipated that transfer of employees will take place on a standalone basis on or around the same time as the Transfer.

9.2 No right or liability relating to the Transferor pension plan will transfer under the Scheme and, accordingly and for the avoidance of doubt, the Transferee will not succeed to any obligation of the Transferor in connection with such pension plan. The Transferor pension plan and the Transferee pension plan will be merged outside of the Scheme.

10. MODIFICATIONS OR ADDITIONS

The Transferee can consent to make any modification of, or addition to, the Scheme that the Transferor accepts and which the Court may approve. In relation to any modification of, or addition to, the Scheme which is proposed after the Scheme has been sanctioned by the Court, the Transferor and Transferee can respectively apply to the Court for consent to amend the terms provided that the Prudential Regulation Authority and Financial Conduct Authority has been notified of, and have the right to be heard at, any hearing of the Court at which such application is considered.

11. PROCESS

The Transferor and Transferee will publish a series of notices in relation to the Scheme. They are expected to publish in The London Gazette , The Edinburgh Gazette , The Belfast Gazette , The Times and The Financial Times . Any person who alleges that he or she would be adversely affected by the carrying out of the Scheme can appear at the hearing in person or by counsel or solicitor advocate. Any person who intends to appear is requested to give notice in writing of such intention, and if possible the reasons thereof, to the solicitors of the Transferor and Transferee named below not less than two clear days before the hearing:

Allen & Overy LLP (for the attention of Alun Eynon-Evans)

One Bishops Square, London E1 6AD.

12. GOVERNING LAW

The Scheme is governed and construed in accordance with English law.

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