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STANDING DOCUMENT /
Extracts from the Articles of Association
8.7. Modification of the rights attached to the different classes of
shares
In accordance with Article 560 of the Company Code, any deci-
sion to modify the rights of Preference Shares or to replace these
Preference Shares with another class of shares may only be taken
provided that, for each class of shares, the required terms and con-
ditions concerning presence and majority are met in order for the
Articles of Association to be modified.
8.8. Form
The Preference Shares are, and shall 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 securities and subject to compliance with the specific
rules provided for by the RREC regulation. 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 RREC regulation.
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 disclo-
sure of major participations are set at five per cent (5%) and multi-
ples 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 Meeting of the
Company for a number exceeding the number of securities in the
holding he has declared at least twenty (20) days before the date of
the General Meeting.
ADMINISTRATION AND SUPERVISION
Article 11 - Composition of the Board of Directors
The Company is administered by a Board of Directors composed of
at least five members, appointed in principle for a term of four years
by the General Meeting, whom that body may remove at any time.
Their terms are renewable.
The Board of Directors includes at least three Independent Directors
meeting the criteria stipulated in Article 526ter of the Company Code.
The term of out-going Directors, who have not been re-elected, ends
immediately following the General Meeting which conducted the
re-election procedure.
In the event that one or more directorships are not filled, the remain-
ing Directors, at a meeting of the Board, shall be empowered provi-
sionally to appoint a replacement for the period until the next General
Meeting, which shall hold the final election.
Any remuneration may not be determined in accordance with the
operations and transactions carried out by the Company or its
subsidiaries.
Without prejudice to temporary provisions, Directors are exclusively
natural persons. They must meet the integrity and expertise condi-
tions laid down in the RREC regulation and may not fall within the
scope of the prohibitions defined in the RREC regulation.
The appointment of Directors is subject to prior approval by the
Financial Services and Markets Authority (FSMA).
Article 17 - Representation of the Company and signature
of documents
Except where the Board of Directors has delegated special powers
of representation, the Company is represented in all its acts, includ-
ing 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 man-
agement, by two persons delegated such powers, acting jointly.
The Company is further validly represented by special authorised
representatives of the Company within the limits of the term of
office granted to them for this purpose by the Executive Committee
or within the limits of their powers of day-to-day management, by
those persons delegated such powers.
A specific delegation of powers is also organised by the Executive
Committee under the notary act of 18.02.2014, published in the
Belgian Official Gazette (Moniteur Belge/Belgisch Staatsblad) of
06.03.2014 under numbers 14056417 and 14056418, for the leases,
works, loans, borrowings, credit facilities and collateral, information
and communication technologies, human resources, fiscal manage-
ment, 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
RREC regulation.
The auditor must be approved by the Financial Services and Markets
Authority (FSMA).
GENERAL SHAREHOLDERS’ MEETINGS
Article 19 - Meetings
The Annual General Meeting shall be held on the second Wednesday
of May at 3.30pm. Should this day be a public holiday, the Meeting
shall take place on the next working day at the same time, not
including Saturday or Sunday.
The Ordinary or Extraordinary General Meeting shall be held at the
place indicated in the notice convening the General Meeting. The
threshold above which one or more shareholders may, in accord-
ance with Article 532 of the Company Code, require that a General
Meeting be held in order to submit one or more proposals at that
General Meeting, is fixed at twenty per cent (20%) 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 pro-
visions of the Company Code, require the inclusion of items to be
dealt with on the agenda for any General Meeting, and submit pro-
posals 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 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 Meeting,
at midnight (Belgian time) (below, the registration date), either by
their registration on the register of shareholders of the Company, 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 Meeting.
The owners of dematerialised shares wishing to attend the Meeting
must produce an attestation issued by their financial intermediary or
approved account holder certifying, as the case may be, the number