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In the event that, during any given year, no dividend is released for pay-
ment on the Ordinary Shares, the Priority Dividend will be released for pay-
ment on June 1st of that year.
8.1.4.
The Priority Dividend is non-cumulative. This means that, in the event
that the dividend is paid only in part or not at all during one or more years,
the holders of Preference Shares will not be able to recover, during the
subsequent year or years, the difference between any amount or amounts
that may have been paid and the amount of six Euros thirty-seven cents
(€6.37) per Preference Share.
8.1.5.
In the event that, during any given year, the Board of Directors were
to decide to distribute a dividend on the Ordinary Shares payable other
than in cash, the Priority Dividend will be payable in cash or according to
the same method as for the Ordinary Shares, at the option of each of the
holders of Preference Shares.
8.2. Conversion
The Preference Shares are convertible into Ordinary Shares, on one or more
occasions, at the option of their holders exercised in the following cases:
1° from the fifth anniversary of their issue date, that is from May 1st to
May 10th of that year and subsequently during the last ten days of
each quarter of the calendar year;
2° at any time during a period of one month following notification of
the exercise of the call option referred to below; and
3° in the event of the company being liquidated, during a period com-
mencing two weeks after publication of the liquidation decision
and ending on the day before the General Shareholders’ Meeting
convened to conclude the liquidation process.
The conversion rate will be one Ordinary Share for one Preference Share.
The conversion will be carried out by issuing new Ordinary Shares, with-
out increasing the company’s capital. The company’s Board of Directors
may have the conversions carried out recorded in an authentic document.
These official records may be grouped together at the end of each calen-
dar quarter, on the understanding that the conversion will be deemed to
have taken effect on the date of dispatch of the request for conversion.
The request for conversion must be sent to the company by the holder of
Preference Shares by registered letter, indicating the number of Preference
Shares for which the conversion is requested.
8.3. Call option
Starting from the fifteenth year following their issue, the third party des-
ignated by the company may purchase in cash all or some of the uncon-
verted Preference Shares. However, this purchase may only take place (1)
at the earliest 45 days after the company’s Board of Directors has given
notification of its decision to exercise the call option, and provided that
the Preference Shares concerned have not in the meantime been con-
verted into Ordinary Shares by their holders; and (2) only after any Priority
Dividends relating to the year preceding notification of the exercise of the
call option have been paid to the holders of Preference Shares.
In the event that the purchase involves only a portion of the unconverted
Preference Shares, it would be applied to each holder of Preference
Shares, proportionately to the number of Preference Shares held.
Furthermore, should it be the case, in whatever manner, that the uncon-
verted Preference Shares represent no more than two and a half per cent
(2,5%) of the total number of Preference Shares originally issued, the
third party designated by the company may purchase the balance of the
unconverted Preference Shares, as from the fifth year following their issue
date, at the earliest 45 days after the company’s Board of Directors has
given notification of its decision to exercise the call option, and provided
that the Preference Shares concerned have not in the meantime been
converted into Ordinary Shares by their holders.
The purchase of the unconverted Preference Shares will be made at a price
equal to their issue price (capital and share premium, where applicable).
The call option will be exercised by means of a notification given by the
third party designated by the company, sent to each of the holders of
Preference Shares concerned, by registered letter, of its decision to pur-
chase Preference Shares. This notification will indicate the number of
Preference Shares to be sold by the holder of the Preference Shares con-
cerned. The transfer of ownership will take place 45 days following this
notification, by means of payment of the price by transfer to the bank
account to be indicated by the holders of Preference Shares in response
to the notification.
The subscription or acquisition, on whatever grounds, of Preference Shares
implies the obligation by the holder of Preference Shares to sell to the third
party designated by the company, within 45 days of the above-mentioned
notification, the Preference Shares, the purchase of which has been duly
decided by virtue of this provision.
This subscription or acquisition also entails an irrevocable mandate given
to the company to enter the required particulars in the shareholders’ reg-
ister as a record of the transfer of the Preference Shares.
In the event the holder of Preference Shares fails to present the Preference
Shares, the purchase of which has been duly decided, within 45 days of
the notification of the exercise of the call option, the shares not presented
will automatically be deemed to have been transferred to the third party
designated by the company, subject to the deposit of the price with the
Caisse des Dépôts et Consignations/Deposito- en Consignatiekas.
8.4. Voting right
Each Preference Share carries one voting right at the General Shareholders’
Meeting identical to that carried by an Ordinary Share.
8.5. Priority in the event of liquidation
In the event that the company is liquidated, each Preference Share will
receive by priority, from the net assets of the company remaining after
discharge of all debts, charges and liquidation expenses, an amount in
cash equal to the paid-up issue price (capital and share premium, where
applicable) of the Preference Share concerned.
The Preference Shares will not participate in the distribution of any liqui-
dation surplus. Consequently, the amount distributed to the Preference
Shares in the event of liquidation may never exceed the issue price (capi-
tal and share premium, where applicable) of the Preference Shares.
In the event of the liquidation of the company, whether voluntary or com-
pulsory, the holders of Preference Shares will automatically have the right
to convert the Preference Shares into Ordinary Shares during a period
commencing two weeks following the publication of the liquidation deci-
sion and ending on the day before the General Shareholders’ Meeting con-
vened to conclude the liquidation process, on the understanding that the
holders of Preference Shares will be informed by the liquidator, prior to this
General Shareholders’ Meeting, of the result of the liquidation operations.
No distribution will be made to the shareholders before the expiry of this
conversion period except if all the Preference Shares have been converted
into Ordinary Shares.
8.6. Maximum percentage of Preference Shares
The Preference Shares may not represent in total more than fifteen per
cent (15%) of the company share capital following their issue, unless oth-
erwise decided by at least a seventy-five per cent (75%) majority of the
votes in each share class.
In addition, the company may not issue Preference Shares or reduce the
share capital in such a way that the Preference Shares represent in total
more than fifteen per cent (15%) of the company share capital or carry out
any other operation which has this effect, unless otherwise decided by
at least a seventy-five per cent (75%) majority of the votes in each share
class.
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Extracts from the Articles of Association
\ Standing Document