Belgian Corporate Governance Code
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California Declaration of Compliance
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Articles of Association
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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 Financial Services and Markets Authority (“FSMA”) 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 FSMA.
The forms to make the aforementioned notifications, as well as further explanations can be found on the website of the FSMA (www.fsma.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 FSMA 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.