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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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