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The conversion will be carried out by issuing new Ordinary Shares,
without 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 civil quarter, on the under-
standing 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
As from the fifteenth year following their issue, the third party
designated by the company may purchase for cash all or a portion
of the unconverted 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 converted into Ordinary Shares by their holders;
and (2) only after any Preference 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 uncon-
verted 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
unconverted 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 notification given by
the third party designated by the Company, addressed to each of
the holders of Preference Shares concerned, by registered letter,
of its decision to purchase Preference Shares. This notification will
indicate the number of Preference Shares to be sold by the holder
of the Preference Shares concerned. Transfer of title 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 whatsoever 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 upon by virtue of this provi-
sion. This subscription or this acquisition also entails an irrevocable
mandate given to the company to enter the required particulars in
the shareholders’ register as a record of 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 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
liquidation surplus. Consequently, the amount distributed to the
Preference Shares in the event of liquidation may never exceed the
issue price (capital and share premium, where applicable) of the
Preference Shares.
In the event of the liquidation of the Company, whether voluntary
or compulsory, 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 publication of the
liquidation decision and ending on the day before the General Meeting
convened to conclude the liquidation process, on the understanding
that the holders of Preference Shares will be informed by the liqui-
dator, prior to this meeting, of the result of the liquidation operations.
No distribution will be made to the shareholders before the expiry of
this conversion period except where 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 otherwise 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 other-
wise decided by at least a seventy-five per cent (75%) majority of the
votes in each share class.
8.7. Changes of the rights attached to the different categories
In accordance with Article 560 of the Company Code, any decision 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 conditions
concerning presence 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
Article 9 - 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 SIR legislation and the Articles of
Association. These securities may take the forms provided for by the
Company Code.
SHAREHOLDERS’ STRUCTURE
Article 10 - Stock exchange listing and disclosure
of major equity interests
The company’s shares must be admitted to negotiations on a regu-
lated Belgian market in accordance with the RREC 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 5 per cent (5%) and multiples of 5 per
cent (5%) of the total number of existing voting rights.
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