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Fortis stakeholders vote for BNP sale deal

GHENT, Belgium (AP) - Fortis Holding shareholders voted yesterday in favour of selling Belgium's largest bank to France's BNP Paribas, just minutes after hundreds of rebel small shareholders walked out after a day of booing and shouting at the company's management.

Small shareholders are furious that they were never consulted last year about the bailout and carve-up of a bank they invested in as an apparent safe haven. Some claim to have lost their life savings in shares that plunged around 95 percent in value over 2008.

They ranted at Fortis executives for selling one of Belgium's "jewels" cheaply to the French, threw coins at the stage and quit the room before the voting, with warnings of legal action to overthrow the vote and seek compensation.

But the voting weight of the rebels was small. Some 73 percent of shareholders at the meeting voted 'yes' to a key vote that legitimises the government rescue and sale of Fortis last October.

More shareholders must vote again in Utrecht, the Netherlands, to give the final word over a deal that would make BNP the largest euro-zone bank by deposits and remove Fortis shareholders' hopes of regaining the most valuable part of the business.

Lawyer Mischael Modrikamen - who represents some 2,400 shareholders - led the walkout and warned he could sue to strike down a vote that he says violates Belgian company law and should be restricted to those who held shares before October.

He complained of shady dealing, claiming that the third largest shareholder - a new investor - is a Cayman Island-based hedge fund run by a French official close to BNP Paribas. He wants to renegotiate the rescue deal to return Fortis' banking operations - now in Belgian government hands - to shareholders.

Shouting from furious shareholders saw the meeting stopped twice by Fortis executives who said they could not legally exclude recent shareholders from voting.

They said they were following a court ruling late on Monday where Mr. Modrikamen and other shareholder activists lost an attempt to restrict who could vote.

Some 25.8 percent of Fortis Holding's capital was present at the Ghent meeting.

Fortis Holding chairman Jozef De Mey rejected shareholders' other demands, saying current management had no control over Fortis' banking operations since the nationalisation and failure to approve the deal would force Fortis Holding to find up to nearly seven billion Euros to cover potential losses from hard-to-value "toxic" assets.

"We have no room to manoeuvre," he said.

Although Fortis Holding no longer owns Fortis' banking arm, shareholders must vote on the sale after a court ruled that the government was wrong to carve up the bank without their permission.

That left them with nearly worthless stakes in Fortis Holding, which owns a Belgian insurance unit, a tiny global insurer and a stake of a bad bank carrying Fortis' troubled assets.

Holding out has already helped shareholders win a sweetened deal struck with the government in March that saw them regain ownership of Fortis' Belgian insurance business, which was originally to be sold to BNP Paribas.

Fortis Holding's largest shareholder, China's Ping An, said on Sunday that it would vote against the sale because the new deal destroyed shareholder value.

The latest line-up of the deal sees BNP Paribas take a 75-percent stake in Fortis Bank for 2.9 billion Euros in stock, with the Belgian government keeping the rest. Fortis Holding gets three quarters in Fortis Insurance Belgium, the remainder staying with Fortis Bank and shared between BNP Paribas and the Belgian government.