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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 for a maximum term of six years by the
General Shareholders’ Meeting and who may be removed at any time
by that body.
Their mandates are renewable.
The Board of Directors shall include at least three independent
Directors who meet the criteria laid down in Article 526ter of the
Company Code.
The mandate 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 offices are not filled, the remaining
Directors, at a meeting of the Board, will be empowered provision-
ally to designate a replacement for the period until the next General
Shareholders’ Meeting which will hold the final election.
Their remuneration, where applicable, may not be determined on the
basis of the operations and transactions carried out by the company
or its subsidiaries.
Without prejudice to the transitional arrangements, the Directors shall
only be natural persons; they shall fulfil the requirements of good
repute and expertise laid down in the RREC legislation and they must
not fall under the application of the prohibitions referred to in the RREC
legislation.
The nomination of Directors is subject to the prior approval of the
Financial Services and Markets Authority (FSMA).
Article 17 - Representation of the company and
signature of deeds
Except where the Board of Directors has delegated special powers of
representation, 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
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 notarial 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 shall appoint one or more auditors who shall carry out
the tasks incumbent on them by virtue of the Company Code and the
RREC legislation.
The auditor must be approved by the Financial Services and Markets
Authority (FSMA).
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 Meeting shall 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 share-
holders may, in accordance 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 five 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 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.
Article 20 - 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 14
th
day prior to the
General Shareholders’ Meeting, at midnight (Belgian time) (hereafter,
the registration 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 shareholders of dematerialised shares who wish to take part
in the general meeting must produce a certificate issued by their
financial broker or accredited account holder certifying, depending
on the case, the number of dematerialised shares registered in the
shareholder’s name in his or her accounts on the registration date and
in respect of which the shareholder has declared his or her intention
to participate in the General Shareholders’ Meeting. This deposit must
be made at the registered office or with establishments designated
in the notices convening the meeting, no later than the 6
th
day prior to
the date of the Meeting.
Registered shareholders wishing to attend the Meeting must notify
the Company of their intention by ordinary letter, fax or e-mail, sent no
later than the 6
th
day before the date of the Meeting.
Article 21 - Voting by proxy
All owners of shares entitling them to attend the 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 power of attorney must be signed by the shareholder and reach
the company or the place indicated in the notice convening the
meeting no later than the sixth day prior to the date of the 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.
Article 22 - 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
present complete the bureau.
Article 23 - 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.
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STANDING DOCUMENT /
Extracts from the Articles of Association