Organisation

Who can attend or be represented at the meetings?

Any shareholder, regardless of the number of shares held, may attend the Shareholders’ Meetings in person or be represented by a proxy.

 
The right of shareholders to participate in the Shareholders’ Meetings and to exercise their voting right is subject, under Article 536, § 2 of the Company Code, to two conditions:
 

  • the company must be able to determine, on the basis of the evidences submitted in accordance with the registration procedure described below, that the shareholders were holding, on Wednesday 25 April 2012 at midnight (Belgian time) (the “Record Date”), the number of shares for which they intend to participate in the Shareholders’ Meeting; and
  • these shareholders must explicitly confirm, no later than 4 pm on Thursday 3 May 2012, that they wish to participate in such meetings.
 

How to register?

For holders of registered shares

Holders of registered shares must be registered in the registered shares’ register of the company on the Record Date, i.e., Wednesday 25 April 2012 at midnight (Belgian time), for the number of shares for which they want to participate in the Shareholders’ Meetings.
 

For holders of bearer shares

Holders of bearer shares must physically deposit the number of shares for which they want to participate in the Shareholders’ Meetings with a branch of Dexia Banque Belgique SA (Belfius Banque & Assurances), or of Banque Internationale à Luxembourg, or with CACEIS Corporate Trust (France) no later than the Record Date, i.e., no later than Wednesday 25 April 2012, before the close of business of such branch. Evidence of holding such bearer shares on the Record Date will be established to the company on the basis of a confirmation of the list of deposits by Dexia Banque Belgique SA (Belfius Banque & Assurances), Banque Internationale à Luxembourg and/or CACEIS Corporate Trust.
 
As at 1 January 2008, in accordance with the Belgian law on the abolition of bearer securities, the deposit of bearer shares with a financial institution in view of participating in a shareholders’ meeting automatically entails the dematerialisation of these shares and their registration in a dematerialised deposit account with the said financial institution. Physical recovery of deposited bearer securities is therefore no longer possible.
 

For holders of dematerialised shares

Holders of dematerialised shares must have the number of dematerialised shares for which they want to participate in the Shareholders’Meetings registered in their name with a branch of Dexia Banque Belgique SA (Belfius Banque & Assurances) or Banque Internationale à Luxembourg or with CACEIS Corporate Trust, at the latest on the Record Date, i.e., no later than Wednesday 25 April 2012 at midnight (Belgian time). Evidence of holding such dematerialised shares on the Record Date will be established to the company on the basis of the confirmation by Dexia Banque Belgique SA (Belfius Banque & Assurances),
Banque Internationale à Luxembourg and/or CACEIS Corporate Trust.
 
 

How to confirm your participation?

 
In addition to the registration procedure described above, the shareholders must confirm to the company their participation in the Meetings, and the number of shares for which they want to exercise their voting right, by returning the participation forms to the following address: Dexia SA, Service Assemblée Générale (DT/30/A15/AG), Place Rogier 11, 1210 Brussels. Holders of bearer shares or dematerialised shares may, if appropriate, instruct Dexia Banque Belgique SA (Belfius Banque & Assurances), Banque Internationale à Luxembourg or CACEIS Corporate Trust to confirm to the company their participation in the Shareholders’ Meetings simultaneously with the notification of their registration.
 
To be taken into account, the two forms (one for the Ordinary Shareholders’ Meeting and one for the Extraordinary Shareholders’ Meeting) must imperatively be received by the company, duly completed and signed, no later than 4 pm (Belgian time) on Thursday 3 May 2012. The number of shares indicated on the forms is given as an indication, the number of shares actually held on the Record Date will be confirmed either by their inscription on the registered shares’ register of the company, or by the certificates of the financial institutions with whom the bearer shares have been deposited and/or with whom the
dematerialised shares have been registered.
 

How to attend or be represented at the Meetings?

 
The Ordinary Shareholders’ Meeting will be held at 2:30 pm on 9 May 2012. The Extraordinary Shareholders’ Meeting will be held after the Ordinary Shareholders’ Meeting. In order for the Meetings to take place smoothly, we recommend that you arrive at the reception prior to 1.45 pm; please make sure to bring your ID card in order to sign the attendance lists.
 

A. You wish to attend the meetings

 
If your shares are registered:
 
• tick box A of both participation/proxy forms;
• date and sign these forms; and
• send them back using the envelope enclosed in the file. Forms must be received no later than 4 pm (Belgian time) on Thursday 3 May 2012.
 
If your shares are bearer or dematerialised shares:
 
Ask the branch of Dexia Banque Belgique SA (Belfius Banque & Assurances) or of Banque Internationale à Luxembourg, or CACEIS Corporate Trust, with which you have deposited your bearer shares or have had your dematerialised shares registered to confirm to the company your participation in the Shareholders’ Meetings simultaneously with the notification of the registration of your shares.
 

B. How to be represented at the meetings?

 
Shareholders who wish to be represented at the Shareholders’ Meetings by a proxy must use the proxy form provided by the company. The form is available on the website of the company or may be obtained upon request addressed to the green line indicated on the last page of this brochure.
 
The shareholder’s signature on each form is strictly necessary. The signatory has to indicate precisely, in the area provided for this purpose, his/her name (in capitals), first name, and address. If these details already appear on the forms, the signatory has to check them and, if necessary, correct them. For legal persons, indicate the name and address of the legal person together with the surname, first name and address of the signatory (or signatories).
 
In order to be represented by a proxy (natural or legal person), please use both participation/proxy forms. If the proxy is a natural person, you must specify his/her name, first name and address. If the proxy is a legal person, you must specify the name and address of the legal person. In order for the meetings to take place smoothly, we recommend that your proxy arrives to the reception prior to 1.45 pm, with his/her ID card in order to sign the attendance lists.
 
The participation/proxy form contains the following options:
 
  • you can delegate to your proxyholder the authority to represent you at the meetings and to vote as (s)he wishes; or
  • you can give your proxyholder instructions on how to vote for each resolution. In this case, you are asked:
- for the resolutions proposed by the Board of Directors:
* to give the instruction to vote for, against or to abstain, by filling in individually, for each resolution, the box corresponding to your choice.
- for new amendments or resolutions, to choose between:
* delegating your proxyholder the authority to vote in your place; and
* giving your proxyholder the instruction to abstain from such votes, by filling in this choice.
 
 
Please note that
  • Under Belgian law, an abstention:
    - has no effect, either positive or negative, on the result of the votes in an Ordinary Shareholders’ Meeting;
    - is equivalent, in an Extraordinary Shareholders’ Meeting, to voting against the resolutions indicated.
    •  
  • Following the entry into force of the law of 20 December 2010 regarding the exercise of certain shareholders’ rights in listed companies, it is presumed under Belgian law that a potential conflict of interest exists between the proxyholder and the shareholders who appointed him/her if the proxyholder is the company itself, a member of the Board of Directors, a member of the management bodies of the company, an employee or an auditor of the company. In case of a potential conflict of interest, the proxyholder may only exercise the voting right if he/she was given specific voting instructions for each item on the agenda and, moreover, the proxyholder must also disclose the relevant facts to such shareholder to allow him/her to assess the risk that the proxyholder might pursue another interest than the shareholder’s interest. Given these new requirements, if you do not want to appoint a proxyholder other than the Chairman of the Shareholders’ Meetings, you can vote by correspondence by using the form established by the company for this purpose.
 
 
If your shares are registered shares:
 
  • tick box B of both participation/proxy forms;
  • complete, date and sign these forms; and
  • send them in the envelope enclosed to this file. The forms must be received by the company no later than 4 pm (Belgian time) on Thursday 3 May 2012.
 
If your shares are bearer or dematerialised shares:
 
  • tick box B of both participation/proxy forms;
  • complete, date and sign these forms;
  • ask your financial intermediary to return the certificate establishing the number of shares held on the Record Date (required document in order to participate in the Meetings); and
  • send the participation/proxy forms, duly completed and signed, to the following address: Dexia SA, Service Assemblée Générale (DT/30/A15/AG), Place Rogier 11, 1210 Brussels for Belgium and Luxembourg, or to CACEIS Corporate Trust, 14, rue Rouget de Lisle, 92862 Issy-Les-Moulineaux Cedex 9 for France. The forms must be received by the company no later than Thursday 3 May 2012.
 

How to vote by correspondence before the Meetings?

 
Shareholders may, under article 550 of the Company Code and Article 17 of the articles of association, vote by correspondence. The vote by correspondence must be done by using a dedicated form provided by the company. This form is available at the registered seat of the company or on the website or upon request addressed to the green line indicated on the last page of this brochure. The executed original voting form must be received by the company at the following address: Dexia SA, Service Assemblée Générale (DT/30/A15/AG), Place Rogier 11, 1210 Brussels no later than 4 pm (Belgian time) on Thursday 3 May 2012.
 
Right to add items to the agenda
 
One or several shareholders holding at least 3% of the company’s share capital may request to put additional items on the agenda of the Ordinary Shareholders’ Meeting and/or of the Extraordinary Shareholders’ Meeting and to file resolution proposals regarding items on the agenda or to be added to the agenda, by way of a written notification which must be received by the company no later than 4 pm (Belgian time) on Tuesday 17 April 2012.
 
The written notification must include:
  • the full text of each new agenda item and the related draft resolution, and/or the full text of each resolution proposal relating to an item already on the agenda, indicating the existing item to which the resolution proposal refers;
  • proof that the requesting shareholder(s) has(have) on the date of the written notification at least 3% of the company’s share capital, either by means of a certificate of registration of the corresponding shares in the registered shares’ register, by means of a certificate issued by a financial intermediary certifying the number of bearer shares which have been deposited or by means of a certificate of a recognised account holder certifying that the corresponding dematerialised shares are registered in their accounts in the name of such shareholder(s);
  • a postal or e-mail address to which to company may send an acknowledgment of receipt.
If applicable, the company will publish, no later than Tuesday 24 April 2012, a revised agenda with the additional items to be discussed and resolution proposals relating thereto, and the resolution proposals which have been filed no later than 4 pm (Belgian time) on Tuesday 17 April 2012; and new forms will be available on the website or upon request addressed to the green line indicated on the last page of this brochure.
 
The items on the agenda and the new proposals to be added will be discussed at the Shareholders’ Meetings provided that:
  • the above-mentioned conditions are satisfied;
  • the legal quorum is reached;
  • the required percentage of the share capital (3%) was registered on the Record Date, i.e., on Wednesday 25 April 2012 at midnight (Belgian time) on behalf of the requesting shareholder(s); and
  • the shareholder(s) holding such percentage of the share capital has(have) notified the company of his(their) intent to participate in the Shareholders’ Meetings no later than 4 pm (Belgian time) on Thursday 3 May 2012. The written notification must be sent to the following address:
 
Dexia SA
Service Assemblée Générale (DT30/A15/AG)
Place Rogier 11
1210 Brussels
or at the e-mail address agdexia@dexia.com.
 
 
Right to ask questions in writing
 
Shareholders may, upon publication of the convening notice and prior to the Shareholders’ Meetings, ask written questions to the Board of Directors on the Board reports and the auditor’s report or on the items on the agenda.
 
Questions should be sent to the company no later than Thursday 3 May 2012 to the following address: Dexia SA, Service Assemblée Générale, Place Rogier 11, 1210 Brussels (DT30/A15/AG), or by e-mail agdexia@dexia.com.
 
A timely asked written question will be answered at the Shareholders’ Meetings provided that:
  • the legal quorum is reached;
  • the questions relate to items on the agenda of the Ordinary Shareholders’ Meeting or of the Extraordinary Shareholders’ Meeting;
  • communication of such data or facts is not detrimental to the business interests of the company or to the confidentiality commitments entered into by the company or its directors; and
  • the shareholder asking the question is registered as a shareholder on the Record Date, i.e., no later than Wednesday 25 April 2012 at midnight (Belgian time), and has notified to the company his/her intent to participate in the Shareholders’ Meetings no later than 4 pm (Belgian time) on Thursday 3 May 2012.