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8.7. Changes of the rights attached to the different categories
In accordance with Article 560 of the Company Code, any decision to mod-
ify the rights of Preference Shares or to replace these Preference Shares
with another category of shares may only be taken provided that, for each
category of shares, the required terms and conditions concerning pres-
ence and majority are met in order for the Articles of Association to be
modified.
8.8. Form
The Preference Shares are, and will remain, registered.
OTHER SECURITIES
Article9 - Other securities
The company is entitled to issue the securities referred to in Article 460 of
the Company Code, with the exception of profit shares and similar securi-
ties and subject to compliance with the specific rules provided for by the
Sicafi/Bevak legislation and the Articles of Association. These securities
may take the forms provided for by the Company Code.
SHAREHOLDING
Article 10 - Stock exchange listing and disclosure of major
participations
The company shares must be traded on a regulated Belgian market, in
accordance with the Sicafi/Bevak legislation. All shareholders are required
to notify the company and the Financial Services and Markets Authority
(FSMA) of their holding of securities conferring voting rights or other
assimilated financial instruments of the company, in accordance with
the legislation on the disclosure of major participations. The percentages
which when exceeded give rise to a notification obligation under the
requirements of the legislation on the disclosure of major participations
are set at five per cent (5%) and multiples of five per cent (5%) of the total
number of existing voting rights.
Apart from the exceptions provided for by the Company Code, no one
may take part in the voting at the General Shareholders’ Meeting of the
company for a number exceeding the number of securities in the holding
that the holder declared at least twenty (20) days before the date of the
General Shareholders’ Meeting.
ADMINISTRATION AND SUPERVISION
Article 11 - Composition of the Board of Directors
The company is administered by a Board composed in a manner to ensure
autonomous management in the exclusive interests of the shareholders of
the company. This Board is composed of at least five members, appointed
in principle for a term of four years by the General Shareholders’ Meeting,
which may remove them at any time. Their mandates are renewable.
The General Shareholders’ Meetingmust appoint at least three Independent
Directors among the members of the Board of Directors. An Independent
Director is understood to be a Director who meets the criteria laid down in
Article 526ter of the Company Code.
The mandate of outgoing Directors, who have not been re-elected, ends
immediately following the General Shareholders’ Meeting which con-
ducted the re-election procedure.
In the event that one or more mandates are not filled, the remaining
Directors, at a meeting of the Board, will be empowered provisionally to
designate a replacement for the period until the next General Shareholders’
Meeting which will hold the final election. This right becomes an obligation
whenever the number of Directors effectively in office no longer reaches
the statutory minimum.
Where a legal person is appointed Director of the company, this legal
person is required to appoint among its members, managers, Directors
or personnel, a permanent representative responsible for perform-
ing these duties on behalf of and for account of this legal person. The
Director appointed to replace another Director will serve out the term of
the Director to be replaced. The Directors have the necessary professional
integrity and appropriate experience to perform their duties.
Their remuneration, where applicable, may not be determined in accord-
ance with the operations carried out by the company or its subsidiaries.
Article17 - Representation of the company and signature of deeds
Except where the Board of Directors has delegated special powers of rep-
resentation, the company is represented in all the deeds, including those
involving a public official or a ministerial officer and in legal proceedings,
either as applicant or defendant, either by two Directors acting jointly, or,
within the limits of the powers conferred to the Executive Committee, by
two members of the said Committee acting jointly, or, within the limits of
their powers of day-to-day management, by two persons delegated this
management, acting jointly.
The company is further validly represented by special authorised repre-
sentatives of the company within the limits of the term of office granted
to them for this purpose by the Executive Committee or by the Board of
Directors, or, within the limits of their powers of day-to-day management,
by those persons delegated this management.
In any deed of disposal relating to a property, the company must be rep-
resented by two Directors acting jointly, except in the case of transactions
relating to an asset with a value below the threshold fixed for this purpose
by the Sicafi/Bevak legislation, i.e. 1% of the consolidated assets of the
company or €2.5 million, whichever is the lower, in which case the com-
pany will be validly represented by one Director acting alone.
If these value limits are exceeded, use may however be made of a special
delegation of powers in favour of one person: such delegations of powers
must occur under the direct ex ante and ex post control of the Board of
Directors, provided that the following cumulative conditions are met, i.e.:
•
the Board of Directors must exercise an effective control
over the deeds/documents signed by the special authorised
representative(s) and must put in place an internal procedure
relating to both the content and the frequency of the control;
•
the power of attorney may cover only one clearly specified
transaction or a group of definitively defined transactions (it is
not sufficient for the transaction or group of transactions to be
determinable). General power of attorney is not authorised;
•
the relevant limits (for example, as regards the price) must be
indicated in the power of attorney itself, and the power of attorney
must be subject to a time limit, i.e. the period of time necessary to
complete the operation.
A specific delegation is also organised by the Executive Committee
by virtue of a notarial deed dated 01.03.2013, published in the Belgian
Official Gazette (Moniteur Belge/Belgisch Staatsblad) of 22.03.2013 under
N°0046286 and 0046287, for lease contracts, works, loans, borrowings,
credits and securities, information and communication technologies,
human resources, tax management, hedging operations, fund transfer
operations, and insurance operations.
Article 18 - Audits
The company appoints one or more auditors who carry out the duties
incumbent upon them under the Company Code and the Sicafi/Bevak
legislation. The auditor must be approved by the Financial Services and
Markets Authority (FSMA).
Standing Document /
Extracts from the Articles of Association
208
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