BRUSSELS - The chairman of Fortis is optimistic investors will back a deal to sell assets to France's BNP Paribas, even without the support of Fortis's largest shareholder, he said on Monday.

Jozef De Mey told a news briefing he believed investors at Tuesday's meeting in Ghent, Belgium, and on Wednesday in Utrecht in the Netherlands, would support the transfer of a majority stake in now state-owned Fortis Bank to BNP.

Chinese insurer Ping An, the largest shareholder of Fortis with a 4.81 percent stake, announced on Sunday it would vote 'no', as it had done in February when previous terms of the deal were rejected by a tiny majority.

The deal has more chance of going through this time because all shareholders are eligible to vote, rather than just those holding shares at the time of Fortis's break-up in October.

The more recent investors would be eyeing a possible profit, rather than the huge losses incurred already by the longer-term shareholders.

Fortis announced on Monday that 649 million shares would be represented at the Ghent meeting, some 25.8 percent of capital, compared with only 20.3 percent when previous terms of the deal were rejected in February.

De Mey said he believed the vote would be favorable both because the newer shareholders were included and because he believed a number of longer-term investors had switched from the 'no' camp in the face of improved terms of the deal.

If the vote is 'no', then you would get more toxic assets and less cash. It's a choice between certainty and back into uncertainty or an accord that is much less favorable, De Mey said.

If the deal is approved, BNP would buy 75 percent of Fortis Bank, the Belgian banking business of Fortis that is now in state hands, and indirectly take 25 percent of Fortis Insurance Belgium from Fortis.

Fortis would face a maximum exposure of 760 million euros ($998.5 million) in a portfolio of toxic assets, compared with almost 7 billion under previous terms.

Investors opposed to the deal, such as those represented by Belgian lawyer Mischael Modrikamen and investor activist group Deminor, argue that Belgium should return Fortis Bank in exchange for a stake in Fortis.

Fortis has said this is not realistic and Belgian Prime Minister Herman Van Rompuy said last week that there was no chance of further negotiations with either BNP or Fortis.

I don't believe it's a negotiating tactic. I really think that would be it, De Mey said of the government's position.

Fortis, stretched by its 24 billion euro purchase of the Dutch business of ABN AMRO, was carved up in October after an 11.2 billion euro cash injection failed to calm investors.

Fortis shares, which had previously been regarded as a safe investment, are now little more than a penny stock.

(Editing by Rupert Winchester)

ABN Amro Investment BNP Paribas