The extraordinary shareholders' meetings of Dexia Bank, Artesia Banking Corporation,
Bacob and Artesia Services approved today the merger leading to the legal integration
of the four companies.
This merger will be effective as of April 1, 2002 with retroactive effect back
to January 1, 2002 in terms of accountancy.
The corporate name of the merged entity will be 'Dexia Bank Belgium', 'Dexia
Banque Belgique' in French, 'Dexia Bank België' in Dutch and 'Dexia Bank
Belgien' in German, in brief 'Dexia Bank' and 'Dexia Banque'. Its registered
office remains at boulevard Pachéco 44 in 1000 Brussels.
Further to this merger, the absorbed companies will automatically be dissolved
without settlement and will therefore cease to exist as of April 1, 2002. According
to article 682 of the Belgian Companies Code, all assets and liabilities of
each dissolved company is transferred to the transferee entity.
Dexia SA, the parent company of the group listed in Brussels and in Paris,
is now in possession of almost all Dexia Bank shares.
The extraordinary shareholders' meeting designated the members of the Board
of Directors of the merged bank (composed of 26 members). The Board of Directors
also designated the seven members of the Management Board composed of Luc Onclin
(Chairman), Martine Decamps (Vice-Chairman), Michel Hénaut, Jean-François
Martin, Michel Bouteille, Claude Piret and Axel Miller.
Further to the acquisition of Artesia by Dexia, the legal merger of the four
entities is a major step in the creation of a large banking group in Belgium.
The convention was signed in March 2001 and the acquisition was actually rounded
up in July 2001.