215 / 220
GENERAL SHAREHOLDERS’ MEETINGS
Article 19 - Meetings
The Annual General Shareholders’ Meeting will be held on the second
Wednesday of the month of May at three-thirty in the afternoon. Should this
day be a public holiday, the General Shareholders’ Meeting will take place
on the next working day at the same time, not including Saturday or Sunday.
The Ordinary or Extraordinary General Shareholders’ Meeting will be held
at the place indicated in the notice convening the General Shareholders’
Meeting. The threshold above which one or more shareholders may, in
accordance with Article 532 of the Company Code, require that a General
Shareholders’ Meeting be held in order to submit one or more proposals at
that General Shareholders’ Meeting, is fixed at five per cent (5%) of all the
shares with voting rights.
One or more shareholders together holding at least three per cent (3%) of
the capital of the company may, in accordance with the provisions of the
Company Code, require the inclusion of items to be dealt with on the agenda
for any General Shareholders’ Meeting, and submit proposals for decisions
concerning items to be dealt with included or to be included on the agenda.
Article20 - Attendance at the General Shareholders’ Meeting
The right to attend the General Shareholders’ Meeting and to exercise
voting rights there is subject to the registration in the accounts of the
shares in the name of the shareholder on the 14th day prior to the General
Shareholders’ Meeting, at midnight (Belgian time) (hereafter, the registra-
tion date), either by their registration in the register of shareholders of the
Company, or by their registration in the accounts of an approved account
holder or of a clearing house, without account being taken of the number
of shares held by the shareholder on the day of the General Shareholders’
Meeting.
The owners of dematerialised shares wishing to attend the Shareholders’
Meeting must produce an attestation issued by their financial intermedi-
ary or approved account holder certifying, as the case may be, the num-
ber of dematerialised shares registered in the name of the shareholder in
its accounts on the registration date or the number of bearer shares pro-
duced on the recording date, and for which the shareholder has declared
a wish to attend the General Shareholders’ Meeting. This filing must be
done at the registered offices or with establishments designated in the
notices convening the Shareholders’ Meeting, no later than the sixth day
prior to the date of the Shareholders’ Meeting.
Registered shareholders wishing to attend the Shareholders’ Meeting
must notify the company of their intention by ordinary letter, fax or e-mail,
sent no later than the sixth day before the date of the Shareholders’
Meeting.
Article21 - Voting by proxy
All owners of shares entitling them to attend the Shareholders’ Meeting
may arrange to be represented by an authorised representative, whether
or not this person is a shareholder. The shareholder may appoint only one
person as authorised representative for a given General Shareholders’
Meeting, save as otherwise provided by the Company Code.
The proxy must be signed by the shareholder and reach the company or
the place indicated in the notice convening the Shareholders’ Meeting no
later than the sixth day prior to the date of the Shareholders’ Meeting.
The Board of Directors may draw up a proxy form.
Joint owners, usufructuaries and bare owners, creditors and pledgors
must arrange to be represented respectively by one and the same person.
Article22 - Bureau
Every General Shareholders’ Meeting is chaired by the Chairman of the
Board of Directors or, in his or her absence, by the Managing Director
or, should he or she also be absent, by the person designated by
the Directors present. The Chairman designates the secretary. The
Shareholders’ Meeting will choose two scrutineers. The Directors pres-
ent complete the bureau.
Article23 - Number of votes
Each share, Ordinary or Preference Share, confers entitlement to one
vote, save in the cases in which voting rights are suspended by the
Company Code.
Article25 - Voting by correspondence
By authorisation given by the Board of Directors in its notice convening
the Shareholders’ Meeting, shareholders will be authorised to vote by cor-
respondence using a form prepared by the company.
This form must include the date and venue of the Shareholders’ Meeting,
the shareholder’s name or company name and the shareholder’s address
or registered offices, the number of votes that the shareholder wishes to
cast at the General Shareholders’ Meeting, the form of the shares held,
the items on the agenda for the Shareholders’ Meeting (including the pro-
posals for decisions), a space allowing a vote to be made for or against
each motion, or to abstain, and the deadline by which the voting form
must reach the Shareholders’ Meeting. It must be expressly stipulated that
the form must be signed, the signature certified and the entire document
sent by registered letter no later than the sixth day prior to the date of the
Shareholders’ Meeting.
Article27 - General Bondholders’ Meetings
The Board of Directors and the auditor(s) of the company can convene the
bondholders for a General Bondholders’ Meeting. They have to convene
also a General Bondholders’ Meeting when asked by bondholders repre-
senting one fifth of the total amount of bonds in circulation. The notice
convening the Bondholders’ Meeting must contain an agenda and must
be established in accordance with the Company Code. To be admitted to
the General Bondholders’ Meeting, the bondholders must conform to the
formalities provided for in Article 571 of the Company Code and to possi-
ble formalities provided for by the conditions relating to the issues of the
bonds or in the notice convening the Bondholders’ Meeting.
ACCOUNTING PROCEDURES - DISTRIBUTION
Article29 - Distribution
The company has the obligation to distribute to its shareholders, within
the limits allowed by the Company Code and the Sicafi/Bevak legislation,
a dividend of which the minimum amount is laid down by the Sicafi/Bevak
legislation.
By decision of the Extraordinary General Shareholders’ Meeting held on
29.03.2011, the Board of Directors is authorised to decide to distribute to the
employees of the company and its subsidiaries a share in the profits for a
maximum amount of one per cent (1%) of the profit for the financial year, for
a period of five years, the first distributable profit being that of the financial
year two thousand and eleven (2011).
The provisions of this Article may be amended only where the resolutions
are supported by a majority of at least seventy-five per cent (75%) of the
votes for each class of shares, on the understanding that such a modifica-
tion may not in any circumstances take place if it does not comply with the
regulations applying to the company.
DISSOLUTION – WINDING UP
Article33 - Loss of capital
In the event that half or three quarters of the capital is lost, the Directors
must place the question of the company’s liquidation before the General
Shareholders’ Meeting, in accordance with the formal requirements set
out in Article 633 of the Company Code.
\ 209
Extracts from the Articles of Association
\ Standing Document