Invitation. to attend the Ordinary Shareholders Meeting and the Extraordinary Shareholders Meeting

Transcription

1 Invitation to attend the Ordinary Shareholders Meeting and the Extraordinary Shareholders Meeting Brussels Wednesday 11 May 2011

2 Contents Message of the Chairmen... p. 1 To attend the shareholders meetings... p. 2 Agenda of the Ordinary Shareholders Meeting... p. 7 Agenda of the Extraordinary Shareholders Meeting... p. 9 Special reports of the Board of Directors... p. 15 Special reports of the Auditor... p. 24 Information note in relation to the distribution of Bonus Shares... p. 39 General information... p. 45

3 Message of the Chairmen Brussels, 8 April 2011 Dear Sir or Madam, Dear Shareholder, We have the pleasure of inviting you to the Ordinary Shareholders Meeting of Dexia SA. The meeting will be followed immediately by an Extraordinary Shareholders Meeting. These two meetings will be held on Wednesday 11 May 2011 at 2.30 pm at Auditorium 44, Dexia Congress Center, boulevard du Jardin Botanique 44, 1000 Brussels. We hope very much that you will be able to take part in them as they constitute one of the highlights in the history of our Group. This brochure provides you with all the information you require concerning the conduct of the meetings, the agendas and the terms and conditions for participating. Should the Extraordinary Shareholders Meeting when first convened be unable to deliberate validly for lack of a quorum representing at least 50 percent of the capital, a new Extraordinary Shareholders Meeting will be convened and will validly deliberate and decide regardless of the percentage of capital represented. This second Extraordinary Shareholders Meeting will, if convened, take place on 17 June 2011 at 2.30 pm. We would very much appreciate your presence and look forward to seeing you at the meetings. Yours faithfully, Pierre Mariani, Chief Executive Officer Jean-Luc Dehaene, Chairman of the Board of Directors Shareholders Meetings of 11 May 2011 Dexia 1

4 To attend the shareholders meetings Who can attend or be represented at the meetings? Any shareholder, regardless of the number of shares held, may attend the meetings in person or be represented by the Chairman of the meeting or by a third party. Holders of REGISTERED shares must, to be admitted or represented at both meetings: send both participation/proxy forms, duly completed and signed to Dexia SA Place Rogier 11 (DT 30/A15/AG) 1210 Brussels (Belgium). In order to be eligible, these documents must be received no later than 4 pm on 6 May Holders of BEARER or DEMATERIALISED shares must, to be admitted or represented at both meetings: in Belgium, deposit their bearer shares or have their dematerialised shares immobilised with one of the branches of Dexia Bank Belgium no later than 4 pm on 6 May in Luxembourg, deposit their bearer shares or have their dematerialised shares immobilised with a branch of Dexia Banque Internationale à Luxembourg no later than 4 pm on 6 May in France, if your shares are managed by CACEIS Corporate Trust: return both participation/proxy forms, duly completed and signed, to CACEIS Corporate Trust 14, rue Rouget de Lisle Issyles-Moulineaux Cedex 9 (France). In order to be eligible, these documents must be received no later than 4 pm on 6 May if your shares are entrusted to another financial intermediary: send both participation/proxy forms, duly completed and signed, indicating the number of shares, directly to the financial intermediary who will hold the shares and ask him to draw up a share immobilisation certificate and to send all documents to CACEIS Corporate Trust 14, rue Rouget de Lisle Issy-les-Moulineaux Cedex 9 (France). In order to be eligible, these documents must be received no later than 4 pm on 6 May You will find all practical details on pages 3 to 6. 2 Dexia Invitation

5 To attend the Shareholders Meetings How to attend or be represented at the meetings? The Ordinary Shareholders Meeting will be held on 11 May 2011 at 2.30 pm. The Extraordinary Shareholders Meeting will be held after the Ordinary Shareholders Meeting. To help the meetings run smoothly, we recommend that you get to reception for 2 pm; please make sure you have with you your admission card or ID card for signing the attendance lists. A. You wish to attend the meetings If your shares are in circulation in Belgium, Luxembourg or in other countries except for France And if your shares are registered shares: tick box A of both participation/proxy forms; date and sign these forms; return them using the envelope enclosed in the dossier; the forms must be received no later than 4 pm on 6 May If your shares are in circulation in France And if your shares are managed by CACEIS Corporate Trust: tick box A of both participation/proxy forms; date and sign these forms; return them using the T envelope enclosed in the dossier; the forms must be received no later than 4 pm on 6 May And if your shares are bearer or dematerialised shares: ask your financial intermediary to immobilise your shares and to return the immobilisation certificate of your shares no later than 4 pm on 6 May And if your shares are entrusted to another financial intermediary: tick box A of both participation/proxy forms; date and sign these forms; send the participation/proxy forms to your financial intermediary. He will draw up the immobilisation certificate for your shares (compulsory document to be allowed to participate in the meetings). Your financial intermediary will send the participation/proxy forms and the immobilisation certificate to CACEIS Corporate Trust; the forms must be received no later than 4 pm on 6 May Shareholders Meetings of 11 May 2011 Dexia 3

6 To attend the Shareholders Meetings B. You cannot attend the meetings You can use both participation/proxy forms hereby enclosed to choose one of the three available options: appoint the Chairman of the meeting with the power of proxy to approve all resolutions proposed; appoint the Chairman of the meeting with the power of proxy by giving him/her instructions on how to vote on the resolutions; arrange representation by another proxy (natural or legal person). Whichever option is chosen, it is essential that the shareholder signs the forms. The signatory is asked to indicate precisely, in the area provided for this purpose, his/her name (in capitals), first name and address; if these details already appear on the forms, the signatory is asked to check and, if necessary, amend them. For legal persons, indicate the name and address of the legal person together with the surname, first name and address of the signatory (signatories). If your shares are in circulation in Belgium, Luxembourg or in other countries except for France And if your shares are registered shares: tick box B of both participation/proxy forms; complete, date and sign these forms; send them in the enclosed envelope. The forms must be received no later than 4 pm on 6 May And if your shares are bearer or dematerialised shares: tick box B of both participation/proxy forms; complete, date and sign these forms; ask your financial intermediary to immobilise your shares and return the immobilisation certificate for your shares; return the participation/proxy forms, duly completed and signed, to Dexia SA Place Rogier 11 (DT 30/A15/AG) 1210 Brussels (Belgium). The forms must be received no later than 4 pm on 6 May If your shares are in circulation in France And if your shares are managed by CACEIS Corporate Trust: tick box B of both participation/proxy forms; complete, date and sign these forms; send them in the enclosed envelope T. The forms must be received no later than 4 pm on 6 May And if your shares are entrusted to another financial intermediary: tick box B of both participation/proxy forms; complete, date and sign these forms; send the participation/proxy forms to your financial intermediary. He will draw up the immobilisation certificate for your shares (compulsory document to be allowed to participate in the meetings). Your financial intermediary will send the participation/proxy forms and the immobilisation certificate to CACEIS Corporate Trust; send them in the enclosed envelope. The forms must be received no later than 4 pm on 6 May If you wish to give the Chairman of the meeting the authority to approve all resolutions proposed: you tick neither the box before the 2 nor the box before the 3. If you wish to give instructions to the Chairman of the meeting: you must tick the box before the 2. In this case, for draft resolutions proposed by the Board of Directors, you are asked: either to give the instruction to vote yes for all resolutions by not filling in any box, or to give the instruction to vote against or to abstain, by filling in individually, for each resolution, the box corresponding to your choice. for new amendments or resolutions, you can choose between: authority given to the Chairman of the meeting to vote in your place, and an instruction given to the Chairman of the meeting to abstain from such votes, by filling in this choice. Please note that, in Belgian law, an abstention: has no effect, either positive or negative, on the result of votes in an Ordinary Shareholders Meeting; is equivalent, in an Extraordinary Shareholders Meeting, to voting against the resolutions indicated. If you wish to be represented by another proxy (natural or legal person): you must tick the box before the 3. If the proxy is a natural person, indicate his/her surname, usual first name and address. If the proxy is a legal person, indicate the name and address of this legal person. To help the meetings run smoothly, we recommend that your proxy gets to reception for 2 pm; please make sure he/she brings his/her ID card for signing the attendance lists. 4 Dexia Invitation

7 To attend the Shareholders Meetings To attend the Ordinary Shareholders Meeting If you plan to attend the meeting: tick box A date and sign in the box at the bottom of the form. If you cannot attend the meeting: you may authorise the Chairman or another proxy to vote in your name: tick box B and see hereunder date and sign in the box at the bottom of the form. a - b - Je désire assister à cette assemblée. Je demande une carte d admission et je date et signe ci-dessous. I plan to attend the meeting and request an admission ticket (please date and sign in the box below). Je n assisterai pas à cette assemblée. J utilise le formulaire de procuration* ci-dessous (selon l une des trois possibilités offertes) et je date et signe ci-dessous. I do not plan to attend the meeting. I prefer to use the proxy statement* below (one of the three choices) (please date and sign in the box below). Voir ORDRE DU JOUR au verso See agenda on the back Siège social/headquarters Place Rogier Bruxelles RPM Bruxelles TVA BE assemblée GéNéRale ORDINaIRe Du mercredi 11 mai 2011, À 14h30 ORDINARY SHAREHOLDERS' meeting ON WEDNESDAY 11 may 2011 at 2:30 p.m. à l / at Auditorium 44, Dexia Congress Center, boulevard du Jardin Botanique Bruxelles Identifiant / account Nombre d actions / number of shares Nominatif / Registered Porteur / Bearer Dématérialisé / dematerialised CADRE RéSERVé for CoMpany use only choisissez / please choose option 1 ou / or 2 ou / or 3 Si vous choisissez 2 ou 3, vous devez noircir la case correspondante If you choose option 2 or 3 you must blacken the corresponding box 1 je donne procuration irrévocable au président de l assemblée et l autorise à approuver toutes les résolutions. Je date et signe ci-dessous. i irrevocably authorise the chairman to approve all resolutions. Please date and sign in the box below. Nombre de voix / number of voting rights 2 je donne procuration irrévocable au président de l assemblée et l autorise à voter selon les instructions suivantes : I Irrevocably authorise the chairman to vote according to the following InstructIons: 3 JE DONNE PROCURATION IRRÉVOCABLE À UNE PERSONNE DÉNOMMÉE I IRREVOCABLY AUtHORISE REPRESENtAtION BY PROXY Il votera OUI à tous les projets de résolutions présentés ou agréés par le conseil d administration à l EXCEPTION de ceux que je signale en noircissant la case correspondante ( ) et pour lesquels il votera NON ou pour lesquels il s abstiendra (ABST). Une abstention n'a aucune incidence, ni positive, ni négative, sur le résultat des votes. M./Mme (nom, prénom, adresse du mandataire) / Mr/Mrs (name, first name, address of proxy) he shall vote for all the resolutions proposed or approved by the board of directors, except for those for which I blackened the corresponding box ( ) and for which he shall vote against or for which he shall not cast a vote (abst). this last option has no effect, either positive or negative, on the results of votes. NON / Against pour me représenter à l assemblée mentionnée ci-dessus, où il/elle peut prendre part à toute délibération et tout vote, approuver, rejeter ou s abstenir au sujet de toute proposition se rapportant à l ordre du jour, tout amendement ou toute résolution nouvelle. / to represent me at the above-mentioned meeting and take part in all deliberations or votes, approve, reject or abstain from voting about all resolutions relating to the agenda, all amendments or new resolutions. ABST Identification de l actionnaire Nom, prénom, adresse / Identification of the shareholder name, first name, address M./Mme / Mr/Mrs Si des amendements ou des résolutions nouvelles sont présentés / If amendments or new resolutions are presented Je donne pouvoir au président de voter en mon nom / I authorise the Chairman to vote in my name. Je lui demande de s abstenir, ce que je signale en noircissant la case ci-contre ( ). I ask him not to cast a vote. I indicate this option by blackening ( ) the box on the right. Pour être pris en considération, ce formulaire doit parvenir aux adresses, dates et heures mentionnées aux pages 3-4 de la brochure de convocation. In order to be valid, this proxy statement must be returned to the addresses, at the date and time mentioned on pages 3-4 of the Invitation brochure. Date et Signature date and Signature TITRES AU PORTEUR OU DÉMATÉRIALISÉS : ATTESTATION D IMMOBILISATION NÉCESSAIRE POUR ÊTRE VALABLE BEARER OR DEmAtERIALISED SHARES: A CERtIfICAtE CONfIRmINg ImmOBILISAtION IS REqUEStED * La présente procuration vaut également pour toute autre assemblée générale qui sera convoquée avec le même ordre du jour. / This proxy also applies to any shareholders' meeting convened with the same agenda. If you ticked box B, you may: 1 authorise the Chairman to vote in your name. 2 authorise the Chairman to vote in your name with instructions: tick box 2. if need be, blacken the resolution boxes according to your choice (AGAINST or ABSTENTION). 3 be represented by another proxy (a natural or legal person): tick box 3. write the name, first name and address of proxy. Shareholders Meetings of 11 May 2011 Dexia 5

8 To attend the Shareholders Meetings To attend the Extraordinary Shareholders Meeting If you plan to attend the meeting: tick box A date and sign in the box at the bottom of the form. If you cannot attend the meeting: you may authorise the Chairman or another proxy to vote in your name: tick box B and see hereunder date and sign in the box at the bottom of the form. a - b - Je désire assister à cette assemblée. Je demande une carte d admission et je date et signe ci-dessous. I plan to attend the meeting and request an admission ticket (please date and sign in the box below). Je n assisterai pas à cette assemblée. J utilise le formulaire de procuration* ci-dessous (selon l une des trois possibilités offertes) et je date et signe ci-dessous. I do not plan to attend the meeting. I prefer to use the proxy statement* below (one of the three choices) (please date and sign in the box below). Voir ORDRE DU JOUR au verso See agenda on the back Siège social/headquarters Place Rogier Bruxelles RPM Bruxelles TVA BE assemblée GéNéRale extraordinaire Du mercredi 11 mai 2011, à l issue de l assemblée générale ordinaire EXTRAORDINARY SHAREHOLDERS' meeting ON WEDNESDAY 11 may 2011 AfTER THE ORDINARY SHAREHOLDERS' meeting à l / at Auditorium 44, Dexia Congress Center, boulevard du Jardin Botanique Bruxelles Identifiant / account Nombre d actions / Nominatif / Registered number of shares Porteur / Bearer Dématérialisé / dematerialised CADRE RéSERVé for CoMpany use only choisissez / please choose option 1 ou / or 2 ou / or 3 Si vous choisissez 2 ou 3, vous devez noircir la case correspondante If you choose option 2 or 3 you must blacken the corresponding box 1 je donne procuration irrévocable au président de l assemblée et l autorise à approuver toutes les résolutions. Je date et signe ci-dessous. i irrevocably authorise the chairman to approve all resolutions Please date and sign in the box below. Nombre de voix / number of voting rights 2 je donne procuration irrévocable au président de l assemblée et l autorise à voter selon les instructions suivantes : I Irrevocably authorise the chairman to vote according to the following InstructIons : 3 JE DONNE PROCURATION IRRÉVOCABLE À UNE PERSONNE DÉNOMMÉE I IRREVOCABLY AUTHORISE REPRESENTATION BY PROXY Il votera OUI à tous les projets de résolutions présentés ou agréés par le conseil d administration à l EXCEPTION de ceux que je signale en noircissant la case correspondante ( ) et pour lesquels il votera NON ou pour lesquels il s abstiendra (ABST). Une abstention équivaut à voter contre les résolutions indiquées. M./Mme (nom, prénom, adresse du mandataire) / Mr/Mrs (name, first name, address of proxy) he shall vote for all the resolutions proposed or approved by the board of directors, except for those for which I blackened the corresponding box ( ) and for which he shall vote against or for which he shall not cast a vote (abst). an abstention is equivalent to voting against the indicated resolutions. NON / Against ABST pour me représenter à l assemblée mentionnée ci-dessus, où il/elle peut prendre part à toute délibération et tout vote, approuver, rejeter ou s abstenir au sujet de toute proposition se rapportant à l ordre du jour, tout amendement ou toute résolution nouvelle. / to represent me at the above-mentioned meeting and take part in all deliberations or votes, approve, reject or abstain from voting about all resolutions relating to the agenda, all amendments or new resolutions. Identification de l actionnaire Nom, prénom, adresse / Identification of the shareholder name, first name, address M./Mme / Mr/Mrs Si des amendements ou des résolutions nouvelles sont présentés / If amendments or new resolutions are presented Je donne pouvoir au président de voter en mon nom. / I authorise the Chairman to vote in my name. Je lui demande de s abstenir, ce que je signale en noircissant la case ci-contre ( ). I ask him not to cast a vote. I indicate this option by blackening ( ) the box on the right. Pour être pris en considération, ce formulaire doit parvenir aux adresses, dates et heures mentionnées aux pages 3-4 de la brochure de convocation. In order to be valid, this proxy statement must be returned to the addresses, at the date and time mentioned on pages 3-4 of the Invitation brochure. Date et Signature date and Signature TITRES AU PORTEUR OU DÉMATÉRIALISÉS : ATTESTATION D IMMOBILISATION NÉCESSAIRE POUR ÊTRE VALABLE BEARER OR DEmATERIALISED SHARES: A CERTIfICATE CONfIRmINg ImmOBILISATION IS REqUESTED * La présente procuration vaut également pour toute autre assemblée générale qui sera convoquée avec le même ordre du jour. / This proxy also applies to any shareholders' meeting convened with the same agenda. If you ticked box B, you may: 1 authorise the Chairman to vote in your name. 2 authorise the Chairman to vote in your name with instructions: tick box 2. if need be, blacken the resolution boxes according to your choice (AGAINST or ABSTENTION). 3 be represented by another proxy (a natural or legal person): tick box 3. write the name, first name and address of proxy. 6 Dexia Invitation

9 Agenda of the Ordinary Shareholders Meeting I. Communication of the management report from the Board of Directors, and the reports of the Auditor for the financial year 2010 and the annual and consolidated financial statements. II. Resolutions 1. Proposal to approve the financial statements for the 2010 financial year. 2. Proposal to allocate the profit. The loss of the year 2010 is EUR 5,188.2 million in comparison of the 93.8 million loss of the year The profit carried forward from the previous year stands at EUR 1,121.3 million making a total loss to allocate of EUR 4,066.9 million. It is proposed to allocate this amount in differed loss. After allocation, the provisions will be constituted by: - Legal reserves: EUR million - Available reserves: EUR million - Differed losses: EUR 4,066.9 million It is proposed to the Extraordinary Shareholders Meeting to reduce the share capital in order to discharge the accounting loss of EUR 4,066.9 million. This operation aims at meeting a financial situation impacted by certain exceptional events, such as exceptional depreciations on share participations and the fact that the holding company has not received any dividends from its subsidiaries among other things due to the European Commission s requirements. The technical feature which was chosen (share capital reduction) to discharge this accounting loss does not impact the value of Dexia SA s net assets. As a result, Dexia SA s share capital will be reduced by EUR 4,066.9 million in order to discharge the carried-over accounting loss resulting from the profit allocation proposed above, and to enable, as the case may be, the implementation by Dexia SA of its dividends distribution policy. 5. Proposal to proceed with the definitive appointment of Mr Antoine Gosset-Grainville, for a new mandate as Director for a term of four years expiring at the close of the 2015 Ordinary Shareholders Meeting, appointed provisionally by the Board of Directors on 8 July 2010 and replacing Mr Hubert Reynier, having resigned. Antoine Gosset-Grainville holds diplomas from the French École nationale d administration, the University Paris IX Dauphine and the Institut d Études Politiques de Paris (IEP). He began his professional career with the General Inspectorate of Finance, first was Deputy Secretary General at the Economic and Financial Committee of the European Union, and later advisor on economic and industrial affairs to the office of Commissioner for Trade at the European Commission. From 2002 to 2007 he was partner in the Brussels office of the law firm Gide Loyrette Nouel. He then joined the office of the French Prime Minister as Deputy Director where he stayed until Currently he is Deputy General Director at the Caisse des dépôts et consignations. 6. Proposal to proceed with the definitive appointment of Mr Olivier Mareuse for a new mandate as Director for a term of four years expiring at the close of the 2015 Ordinary Shareholders Meeting, appointed provisionally by the Board of Directors on 31 January 2011 and replacing Mr Augustin de Romanet, having resigned. Olivier Mareuse is Chief Financial Officer of the Group Caisse des Dépôts. A graduate of the Institute of Political Studies in Paris and of the Ecole nationale d administration (ENA), he joined the collective insurance department of CNP Assurances in 1988, of which he was appointed technical, administrative and accounting manager in In 1991, he was appointed project officer to the managing director, in charge of the company s statute reform programme. From 1993 until 1998, he was head of strategy, management control and shareholder relations, as well as secretary of the Supervisory Board at CNP. In 1999, he was appointed head of Investments with CNP financial department. On 15 October 2010, he was appointed deputy Chief Financial Officer at the Group Caisse des Dépôts before becoming Chief Financial Officer on 15 December Proposal to give full discharge to the Directors. 4. Proposal to give full discharge to the Auditor. Shareholders Meetings of 11 May 2011 Dexia 7

10 Agenda of the Ordinary Shareholders Meeting 7. Proposal to confirm the following persons as independent directors within the meaning of Article 524 of the Company Code and who, for the purposes of the procedure provided for that Article, meet all the criteria for independence set out in the Company Code: - Jean-Luc Dehaene - Catherine Kopp - Gilles Benoist - Christian Giacomotto - Robert de Metz - Isabelle Bouillot - Brigitte Chanoine The object of the seventh proposed resolution is to confirm that the directors listed effectively fulfil the criteria for independence established in article 526 ter of the Company Code, for the requirements of the procedure described in article 524 of the Code. To recall, this procedure aims at subjecting to certain terms the decisions or the execution of the decisions taken by quoted companies in relation to certain intragroup transactions which could be likely to cause the said company loss or harm, as well as its subsidiaries and/or its minority shareholders. This procedure in particular requires prior notice to an ad hoc committee consisting of three independent directors of the company, selected among all the qualified independent directors of the company. 8. Resolution to appoint the company Deloitte Reviseurs d entreprises SC s.f.d. SCRL, a company represented by Messrs Franck Verhaegen and Bernard De Meulemeester, as Auditors for a term of three years expiring at the end of the Ordinary Shareholders Meeting of Resolution to fix the emoluments of the company Deloitte Reviseurs d entreprises SC s.f.d. SCRL at an indexed fixed amount of EUR 150,000 per annum for the exercise of their legal account audit tasks. The eighth proposed resolution is aimed, on the proposal of the accounts committee, to renew the mandate of the company Deloitte SC s.f.d. SCRL as Auditor for a term of three years expiring at the close of the Ordinary Shareholders Meeting to be held in It is also proposed to fix the indexed emoluments of the Auditor at EUR 150,000 per annum, for the performance of its legal account audit tasks. 8 Dexia Invitation

11 Agenda of the Extraordinary Shareholders Meeting I. Proposition to decrease the capital to discharge deferred losses A. Proposal for a capital decrease by an amount of four billion sixtysix million nine hundred and nine thousand three hundred and thirty-nine Euro and thirty nine cents (EUR 4,066,909,391.39) in order to reduce the capital from an amount of eight billion four hundred and forty-one million nine hundred thirty-five thousand six hundred forty-eight euro nine cents (EUR 8,441,935,648.09) to an amount of four billion three hundred seventy-five million twenty-six thousand two hundred fifty-six euro seventy cents (EUR 4,375,026,256.70) to discharge for the deferred losses as stated in the financial statements as at 31 December B. Proposal to modify the Articles of Association. Proposal to replace the first paragraph of article 4 of the Articles of Association by the following text: The subscribed and entirely paid-up share capital of the company is four billion three hundred seventy-five million twenty-six thousand two hundred fifty-six euro seventy cents (EUR 4,375,026,256.70), represented by one billion eight hundred forty-six million four hundred and six thousand three hundred forty-four (1,846,406,344) no par value shares, each share representing one/one billion eight hundred forty-six million four hundred and six thousand three hundred forty-fourth (1,846,406,344th) part of the share capital. The first resolution proposal is intended to reduce the share capital in order to discharge the accounting loss of EUR 4,066.9 million. This operation aims at meeting a financial situation impacted by certain exceptional events, such as exceptional depreciations on share participations and the fact that the holding company has not received any dividends from its subsidiaries among other things due to the European Commission s requirements. The technical feature which was chosen (share capital reduction) to discharge this accounting loss does not impact the value of Dexia SA s net assets. As a result, Dexia SA s share capital will be reduced by EUR 4,066.9 million in order to discharge the carried-over accounting loss resulting from the profit allocation proposed above, and to enable, as the case may be, the implementation by Dexia SA of its dividends distribution policy. Subsequently, it is proposed to the Shareholders Meeting to adjust accordingly the first paragraph of article 4 of the Articles of Association. II. Proposal to decrease the amount of the legal reserve to 10% of the capital after the decrease provided for under point I. Subject to the approval of section I, proposal to transfer an amount of one hundred thirty-five million four hundred thirty-two thousand one hundred forty-eight euro fifty-two cents (EUR 135,432,148.52) from the legal reserve to an available reserve in order for the legal reserve to be equal to an amount of 10% of the new share capital. The second resolution proposal is intended to reduce the legal reserve to 10% of the share capital, this being the threshold provided for in the Company Code. III. Proposal to increase the share capital by capitalisation of the reserves and to issue Bonus Shares 1. Reference is made to the special report of the Board of Directors of 18 March 2011 and to the special report of the Statutory Auditor of 18 March 2011, both drawn up in accordance with Article 582 of the Company Code, and to the information note which is included in the convening notice (the Information Note ). A. Subject to the approval of sections I and II, proposal to increase the share capital by capitalisation of reserves, as stated in the financial statements as at 31 December 2010, in an amount of maxi mum two hundred eighty million euro (EUR 280,000,000.00) in order to increase the capital from four billion three hundred seventy-five million twenty-six thousand two hundred fifty-six euro seventy cents (EUR 4,375,026,256.70) to maximum four billion six hundred fifty-fifth million twenty-six thousand two hundred fifty-six euro seventy cents (EUR 4,655,026,256.70) and, in consideration for this capital increase, to issue new ordinary shares free of charge (the Bonus Shares ). B. The effective amount of the capital increase and the effective number of Bonus Shares to be issued will be determined in accordance with the following method: i. The number of existing Dexia shares ( ES ) is 1,846,406,344 shares. ii. The issuance value of the Bonus Shares (the Reference Value or RV ) shall be equal to the average of the closing prices of the Dexia share on Euronext Brussels during the 30 calendar-day period prior to 11 May Shareholders Meetings of 11 May 2011 Dexia 9

12 Agenda of the Extraordinary Shareholders Meeting iii. The theoretical total maximum number of new shares ( NS max. ) shall be determined as follows: NS max. = (280,000,000 / RV) (1) iv. The exchange ratio, i.e. the number of coupons nr. 9, attached to the existing shares of the company that a shareholder must have in order to be entitled to one Bonus Share (the Exchange Ratio or ER ) shall be determined as follows: ER = (ES / NS max) (2) v. The adjusted total maximum number of Bonus Shares ( BS max. ) shall be determined as follows: BS max = (ES / ER) (1) vi. Each shareholder shall be entitled to receive a number of Bonus Shares equal to the amount of coupons nr. 9 that he/ she holds divided by the Exchange Ratio and rounded down to the closest whole number. vii. In addition, certain management mechanisms for share fractions (i.e. coupons nr. 9 held by the shareholders and which do not correspond to a multiple of the Exchange Ratio) will be put in place, including a system to aggregate the coupons nr. 9 which were not exercised, in order to allow the sole paying agent to exercise them in the name and on behalf of the shareholders who hold coupons nr. 9 which were not exercised, followed by the sale of the new shares on the market and the payment of the net product of this sale to those shareholders. viii. The effective amount of the capital increase (capital and share premium, if any) shall be equal to the product of the Reference Value and the effective number of Bonus Shares to be issued (including those to be issued in the context of a coupon nr. 9 aggregation system, if any), it being understood that the amount of the capital increase shall not be higher than the product of the par value of the existing shares multiplied by the effective number of Bonus Shares. C. The effective amount of the capital increase shall be booked in the Capital account, (i) in totality, if the Reference Value is lower than or equal to the par value of the share or (ii) to the extent of the product of the par value and the effective number of Bonus Shares to be issued, if the Reference Value is higher than the par value, in which case the difference will be booked in the unavailable Share Premium account. D. The Bonus Shares will be new ordinary shares representing the capital of Dexia, with no nominal value, entirely paid-up, ex coupon nr. 9, without VVPR strips. They will have the same dividend right and any other rights as the ordinary shares of Dexia circulating at the date of their issuance. They will be admitted to trading on Euronext Brussels, Euronext Paris and the Luxembourg Stock Exchange. E. The timetable and practical terms of the capital increase, including the share fraction management mechanisms that will be put in place, will be described in the Information Note. 2. Proposal to state the amount of the authorised capital Proposal to state that the amount of the authorised capital which amounts to eight billion eighty million euro (EUR 8,080,000,000) as provided for in the first paragraph of article 6 of the Articles of Association, is reduced, due to the capital decrease and increase provided for in section I and II, respectively, of the agenda and in accordance with the first paragraph of article 603 of the Company Code, to an amount equal to the new amount of the share capital resulting from the realisation of both aforementioned operations. As far as necessary, it must be noted that the renewal of the authorised capital decided by the Extraordinary Shareholders Meeting of 13 May 2009 remains in force until the Extraordinary Shareholders Meeting of 2014 in accordance with the updated amount, as mentioned in the previous paragraph. In accordance with the first paragraph of article 603 of the Company Code, the amount of the authorised capital of a public company may not exceed the amount of the share capital. 3. Proposal to confer powers Proposal to confer to two members of the Board of Directors or two members of the Management Board, acting together, or to the CEO, acting alone, with power of substitution, (i) all powers for the execution of the above resolutions and amongst others to acknowledge in a notary deed the realisation of the capital increase by capitalisation of the reserves, the issuance of Bonus Shares, the modification of the Articles of Association to reflect the new capital amount and the new number of shares, (ii) all powers to determine and amend, if necessary or useful, the terms of the capital increase described under point 1. above (subject to the maximum amount of the capital increase), the terms of the issuance of the Bonus Shares and the timetable for the execution of these resolutions, (iii) all powers to acknowledge in a notary deed the adaptation of the exercise price and the number of existing warrants according to the adjustment formula provided for in the Corporate Action Policy of Euronext Liffe in order to protect the beneficiaries of these warrants against negative economic effects resulting from the issue of the Bonus Shares described under point 1 above, and (iv) all powers to acknowledge in a notary deed the new amount of the authorised capital and to adapt the first paragraph of article 6 of the Articles of Association accordingly. Proposal to confer all powers to the notary coordinate the Articles of Associations. (1) Rounded down to the closest whole number. (2) Rounded up to the closest whole number. 10 Dexia Invitation

13 Agenda of the Extraordinary Shareholders Meeting Dexia has realised a net income Group share of EUR 723 million for the financial year Dexia wishes to reward its shareholders for their continuous support notwithstanding the difficult circumstances due the financial crisis. However, pursuant to State aid rules, the European Commission has approved the various State measures of public support granted to Dexia subject to compliance with certain undertakings. These undertakings include, among others, a prohibition for Dexia to distribute cash dividends in 2011, in relation to the 2010 results. Dexia may therefore only distribute a dividend in the form of new shares in Given the legal and operational difficulties and disadvantages to proceed with a stock dividend distribution, the Board of Directors proposes to the extraordinary Meeting of 11 May 2011 to proceed with a capital increase by capitalisation of reserves and the distribution of new shares to the shareholders pro rata their share ownership, in the form of Bonus Shares. This distribution of new shares is similar to the one approved by the extraordinary meeting of 12 May The Bonus Shares are new ordinary shares representing the capital of Dexia, with no nominal value, entirely paid-up, without VVPR strips and with the same rights as the existing shares. They will be admitted to trading on Euronext Brussels, Euronext Paris and the Luxembourg Stock Exchange. The coupon nr. 9 attached to the Dexia shares shall represent the right to Bonus Shares. The number of coupons nr.9 giving right to a bonus share shall be determined on 10 May 2011 after the closing of Euronext Brussels, on the basis of the average of the closing prices of the Dexia share during the 30 day-calendar period prior to 11 May Certain mechanisms aimed at limiting or avoiding share fractions will be put in place. Shareholders will then receive a number of new Bonus Shares which shall depend on the exchange ratio and the number of coupons nr. 9 that they own. Shareholders will not suffer from any shareholding dilution as a result of this operation, as each shareholder will receive a number of new shares pro rata its shareholding in the capital of the company. In other words, and subject to a very slight dilution resulting from share fractions, if any, each shareholder shall, at the end of the operation, hold a higher number of shares of the company and the proportion represented by the shareholding of each shareholder in the capital of the company shall not have changed. An Information Note, containing the timetable and detailed practical terms of the operation, is available in the convening notice and is also available amongst others on the website of Dexia. IV. Proposal to cancel existing subscription rights (warrants), to issue subscription rights and to increase the capital 1. See the special Board report dated 18 March 2011, established in accordance with Articles 582, 583 and 602 of the Belgian Company Code and the report of the Statutory Auditor dated 18 March 2011 established in accordance with Articles 582 and 602 of the Belgian Company Code. A. Proposal to acknowledge the irrevocable renunciation by the Belgian State and the French State to the existing warrants issued in accordance with the decision of the Extraordinary Shareholders Meeting of 12 May 2010 (subject to the issuance of the warrants in accordance with point B. hereunder) and proposal to proceed with cancellation of these existing warrants (subject to the same condition). B. Proposal to issue warrants in favour of the French and Belgian States in accordance with Article of the Guarantee Reimbursement Agreement between the Belgian State, the French State, Dexia SA/NV and Dexia FP Holdings Inc. in accordance with the terms set out under section 5 of the Board s special report of 18 March 2011 and summarised hereunder: Term: five (5) years from their issuance, it being understood that the reissuance of the warrants will be submitted to the approval of the Shareholders Meeting each year. Form: in registered form, and registered in the name of their owner in the register held by the company in accordance with Article 460 of the Belgian Company Code. Number: one (1) warrant for the French State and one (1) for the Belgian State, each conferring the right to subscribe, at once or in several times, to ordinary shares of Dexia for a total maximum cumulated amount (capital and any share premium included) equal to the value in EUR of 60.5/97th of USD 13,000,000,000 for the warrant of the Belgian State and the value in EUR of 36.5/97th of USD 13,000,000,000 for the warrant of the French State. Each warrant may be exercised in one or more times and, in case of a partial exercise, the warrant shall continue to exist for the outstanding amount until its complete exercise. The value of the warrants will be reduced for the corresponding amount after each exercise of the warrants and after each issuance of Profit Shares A. In case of exercise of the warrants, any fractions will be rounded down to the lower whole number and any excess amount equal to a share fraction will not be reimbursed. Exercise: the warrants may only be exercised through the contribution in kind to the company of the States recourse rights against the company pursuant to the Guarantee Reimbursement Agreement, if and when, and to the extent of the amount (converted into EUR at the Eligibility Date, as this term is defined in section 5(E)(1) of the Board s special report) for which such a recourse has become due pursuant to the Guarantee Reimbursement Agreement after taking into account, if applicable, the cash payment ability of the recourses options in relation to a call upon the guarantee for liquidity default and the expiration of the time periods relating to this ability. Exercise Price: the subscription price of a share is equal to the volume weighted average price of the Dexia shares on Euronext Brussels during the 30 calendar-day period preceding the Issue Date (or, if the Dexia shares are no longer listed on Euronext Brussels during this period but are listed on one or more regulated markets in the European Union, the volume weighted average price of the Dexia shares during this period on the most liquid regulated market in the European Union on which the Dexia shares are listed with the consent of Dexia). If the ordinary Dexia shares are no longer listed on a regulated market in the European Union during this period or if the Dexia shares are still listed on a regulated market in the European Union during the 30 calendar-day period preceding the Issue Date but have been traded during less than 6 trading days over the said 30 calendar-day period, the shares shall be issued at a subscription price equal to the market value of the Dexia share, determined by a merchant bank in accordance with the procedure detailed in point 5(F) (2) of the Board s special report. During the 30 calendar-day period preceding the Issue Date (the Reference Period ), Dexia shall not proceed with any distribution or separation of rights or entitlements (such as a dividend coupon or preferential subscription right in the context of an issuance of equity securities) in connection to the Dexia shares (a Coupon ). Dexia shall not proceed with any Coupon separation between the time of determination of the last trading price included in the Reference Period and the moment when the shares are issued at the Issue Date. The subscription price will be adjusted in such a way as to take into account share splits ( stock split ) or share consolidations ( reverse stock split ) having occurred during the Reference Period. The subscription price will be paid by contribution in kind of the amount of the eligible recourse that the relevant State has vis-à-vis Dexia. This receivable will be contributed at its nominal value, converted into EUR at the spot rate applicable as at the Eligibility Date. (1) Rounded down to the closest whole number. Shareholders Meetings of 11 May 2011 Dexia 11

14 Agenda of the Extraordinary Shareholders Meeting Underlying: the shares of the company issued following the exercise of the warrants will be new ordinary capital shares of the company, without nominal value, entirely paid-up, with the same dividend right and from the same date as the existing ordinary shares at that moment. Anti-dilution: the warrants will benefit from certain antidilution protection measures. Transferability: the warrants may not be transferred. C. Proposal to increase the capital, in one or more times, under the condition precedent of the exercise of the warrants, by contribution in kind of the States rights of recourse against the company pursuant to the Guarantee Reimbursement Agreement, of an amount (any share premium not included) equal to the number of shares issued following the exercise of the warrants multiplied by the lower of (i) the par value of the existing ordinary shares at the moment of the capital increase and (ii) the issue price of the new shares, by the issuance of a number of ordinary shares of the company determined in accordance with paragraph B. above, if applicable under the par value. The shares which will be created will be ordinary new shares without nominal value, fully paid-up, having the same dividend rights and the same rights from the same date as the existing ordinary shares. The eventual difference between the total amount of the exercise price of the warrants and the amount of the capital increase will be treated as Share Premium and booked in the Share Premium reserve. 2. Proposal to confer powers Proposal to confer to two members of the Board of Directors or two members of the Management Board, acting together, or to the CEO, acting alone, with power of substitution, all powers for the execution of the above resolutions and amongst others to acknowledge in a notary deed (i) the exercise of the warrants, the realisation of the capital increase and the thereof resulting issue of the shares, (ii) the amendment of the Articles of Association due to the new capital amount and the new number of shares, and (iii) the allocation of the share premium to the appropriate unavailable account. Proposal to confer all powers to the notary to coordinate the Articles of Association. The fourth resolution proposal takes place in the context of the sale of the insurance FSA s activities to Assured Guaranty Ltd, finalised on 1 July The agreements entered into with Assured Guaranty Ltd stipulate that the Financial Products activity (FP) of FSA is not part of the sold activities. However, to the extent that FSA Inc. (former subsidiary of FSAH, renamed Assured Guaranty Municipal Inc. which provides credit enhancement activities of the FSA Group) guarantees on several grounds assets and liabilities of the FP activity, the exclusion of this activity from the scope of the sale necessarily means that the Dexia Group must guarantee the FP activities, so that guaranties given by FSA Inc. are not called upon. It was considered vital by the purchaser, that Dexia be itself guaranteed by the Belgian and French States. The States consented to granting this guarantee and agreed with Dexia, under certain conditions, that their recourse against Dexia under this guarantee would be converted into Dexia shares. This conversion right is organised through the issuance of warrants which are the object of this resolution. Indeed, the Guarantee Reimbursement Agreement entered into by the Belgian State, the French State and Dexia includes the issuance by Dexia of warrants, as well as their cancellation and reissuance each year, in favor of the Belgian State and the French State in relation to the guarantee granted by these States for certain undertakings granted by Dexia in relation to the FP activity. A first issuance of warrants was decided by the Extraordinary Meeting of Dexia held on 24 June 2009 on the basis of a special report of the Board of 12 May 2009 which included a detailed justification of the purpose and the issuance of a warrant in favor of the French State and a warrant in favor of the Belgian State. The current resolution relates to the second yearly reissuance of these warrants in favor of the Belgian and French States in accordance with the terms exposed in the special reports of the Board of Directors and of the Statutory Auditor which justify in details the purpose and issuance of the warrants. V. Proposal to amend article 7 of the Articles of Association Proposal to amend article 7 of the Articles of Association as follows: Insert the following paragraph after the current paragraph 1: This authorisation shall be valid for a period of five years from the Extraordinary Shareholders Meeting of 13 May 2009, and shall be renewable. Insert in the new paragraph 4 the word also. The new paragraph 4 will therefore read as follows: The Board of Directors is also authorised to dispose of the company s own shares where necessary to avoid serious and imminent harm to the company. Insert in the new paragraph 5 the words granted by the Extraordinary Shareholders Meeting of 12 May The new paragraph 5 will therefore read as follows: The foregoing authorisations shall be valid for a period of three years from the date on which the authorisation under the Articles granted by the Extraordinary Shareholders Meeting of 12 May 2010 was gazetted in the Schedules to the Official Gazette, and shall be renewable. The fifth resolution proposal is intended to insert in article 7 of the Articles of Association the dates of the Shareholders Meetings which have granted the authorisations to acquire and dispose of own shares. VI. Proposal to amend article 8 of the Articles of Association Proposal to amend article 8 of the Articles of Association as follows: Replace in paragraph 4 the words the Brussels stock exchange by the words NYSE Euronext Brussels. The sixth resolution proposal aims at updating Article 8 of the Articles of Associations following the reorganisation of the Brussels Stock Exchange and Euronext. VII. Proposition to amend article 9 of the Articles of Association Proposal to amend article 9 of the Articles of Association as follows: Insert in paragraph 6 the words it may also appoint and from among its members. The new paragraph 6 will read as follows: The Board of Directors shall elect a chairman from among its members. It may also appoint a vice-chairman from among its members. The seventh resolution proposal aims at updating article 9 of the Articles of Association regarding the appointment of a vice-chairman of the Board of Directors. 12 Dexia Invitation