Transparency Rules
The Belgian Company Code and the company's
articles of association provide that each natural
person or legal entity acquiring or transferring
shares or other financial instruments of the
company that entitle the holder thereof to
voting rights, whether or not representing
the company's share capital (such as warrants
or convertible bonds, if any), must, within
two business days following the transaction,
notify the company and the Belgian Banking,
Finance and Insurance Commission ("CBFA") of
the total number of voting financial instruments
held by him each time where as a result of
the acquisition or transfer the total number
of voting financial instruments held by him
after the transaction exceeds or falls below
a threshold of 3%, 5%, 10% or 15% (or every
subsequent multiple of 5%) of the total number
of voting financial instruments of the company
at the moment of the transaction. If the number
of voting financial instruments held by him
is equal to or in excess of 20 %, the notification
must also contain a description of the policy
in the framework of which the acquisition or
transfer takes place, as well as how many voting
financial instruments have been acquired over
the last 12 months, and in which manner.
All persons acting individually must make
the notification. It must also be made by affiliated
persons or persons acting in concert with respect
to the holding, acquisition or transfer of
voting financial instruments. In that event,
the voting financial instruments of the affiliated
persons or persons acting in concert must be
combined for the purpose of determining whether
a threshold is passed.
Persons that individually or jointly transfer
or acquire the legal or factual control over
a person holding 3% or more of the voting rights
of the company must also notify this to the
company and the CBFA.
The forms to make the aforementioned notifications,
as well as further explanations can be found
on the website of the CBFA (www.cbfa.be). Upon
receipt of a disclosure notice, the company
has a term of one business day to publish the
notice in the official notices of Euronext
Brussels. In addition, the company must disclose
in its annual report an overview of its important
shareholders based on the disclosure notices
that it has received.
The CBFA and the commercial court can suspend
voting rights attached to voting financial
instruments that have not been disclosed in
accordance with the foregoing provisions. In
addition, the president of the commercial court
can also order the sale of the financial instruments
to a third party. In any event, shareholders
cannot vote at shareholders' meetings with
more voting rights than they have notified
in accordance with the above rules at least
20 days prior to a shareholders' meeting.
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