Agenda of the Ordinary General Meeting
Communication of the management report from the Board of Directors, and of the reports of the Auditor for the financial year 2008 and the annual and consolidated financial statements.
Resolutions
First resolution
1. Resolution to approve the financial statements for the 2008 financial year.
This resolution is approved with 99,94% of the votes.
Second resolution
2. The profit for the 2008 financial year amounts to EUR 844.7 million. The profit carried forward from the previous year stands at EUR 412.6 million, making a total profit for appropriation of EUR 1,257.3 million. Resolution to allocate the profit thus:
- to the legal reserve up to EUR 42.2 million
- with the balance to be transferred to the profit carried forward.
This resolution is approved with 99,98% of the votes.
Third resolution
3. Resolution to give full discharge to the directors.
This resolution is approved with 97,46% of the votes.
Fourth resolution
4. Resolution to give full discharge to the Auditor.
This resolution is approved with 97,76% of the votes.
Fifth resolution
5. Resolution to proceed with the definitive appointment of Mr Jean-Luc Dehaene as director for a term of four years expiring at the close of the 2013 Ordinary Shareholders’ Meeting, appointed provisionally by the Board of Directors on October 7, 2008 and replacing Mr Pierre Richard, having resigned.
Jean-Luc Dehaene has a Doctorate in Law from the University of Namur and the Catholic University of Leuven. He began his professional career as an auditor for the “Vlaams Verbond van Katholieke Scouts” and as attaché to the ACW Research Department in 1965. He began his political activities in 1967 and has held many parliamentary and other government positions at federal and European level. Jean-Luc Dehaene meets the criteria for independence adopted by the Board of Directors.
This resolution is approved with 97,02% of the votes.
Sixth resolution
6. Resolution to proceed with the definitive appointment of Mr Pierre Mariani as director for a term of four years expiring at the close of the 2013 Ordinary Shareholders’ Meeting, appointed provisionally by the Board of Directors on October 7, 2008 and replacing Mr Axel Miller, having resigned.
Pierre Mariani, a graduate in Law, is a former student of the Hautes Études Commerciales and the École Nationale d’Administration. Between 1982 and 1992 he occupied various posts in the Ministry of Economy and Finance. In 1993, he was appointed director of the Cabinet of the Budget Minister, government spokesman, and head of communication. In 1995, he was appointed Managing Director of the “Société Française d’Investissements Immobiliers et de Gestion”, a real estate company in the Fimalac Group.
In 1996, he was appointed Managing Director and member of the management board of the “Banque pour l’expansion industrielle” (Banexi), the commercial arm of the BNP, of which he became Chairman of the management board in 1997. In 1999, he was appointed Head of International Retail Banking and, from 2003, Head of Financial Services and International Retail Banking of the Group BNP Paribas. He was appointed Deputy Managing Director in 2008, responsible for Retail Banking activities and for the International Retail Services of BNP Paribas.
This resolution is approved with 95,63% of the votes.
Seventh resolution
7. Resolution to proceed with the definitive appointment of Mr Bruno Bézard as director for a term of four years expiring at the close of the 2013 Ordinary Shareholders’ Meeting, appointed provisionally by the Board of Directors on October 20, 2008 and replacing Mr Jacques Guerber, having resigned.
Bruno Bézard is a graduate of the École Polytechnique and the École Nationale d’Administration (ENA). He is an inspector general of Finances. After holding various international and internal posts with the French Treasury and in the Ministerial Cabinet, he has, since July 2002, been involved with companies in which the French government has taken a holding, and has taken part in the creation and implementation of the APE (Agence des Participations de l’État) of which he has been Managing Director since February 2007.
This resolution is approved with 99,67% of the votes.
Eighth resolution
8. Resolution to proceed with the definitive appointment of Mr Koen Van Loo as director for a term of four years expiring at the close of the 2013 Ordinary Shareholders’ Meeting, appointed provisionally by the Board of Directors on October 20, 2008 and replacing Mr Guy Burton, having resigned.
Koen Van Loo is a graduate in Applied Economics and holds a special degree in taxation. He began his career as a deputy adviser to the Central Economic Council before joining the Cabinet of the Belgian Minister of Finance as an expert in September 1999. In November 2000, he was appointed advisor to the Cabinet and was then Head of the Cabinet of the Minister of Finance from May 2003 until November 2006. He was then appointed Managing Director and member of the strategic committee of the “Société Fédérale de Participations et d’Investissement (SFPI)”.
This resolution is approved with 99,68% of the votes.
Ninth resolution
9. Resolution to proceed with the definitive appointment of Mr Alain Quinet as director for a term of four years expiring at the close of the 2013 Ordinary Shareholders’ Meeting, appointed provisionally by the Board of Directors on October 20, 2008 and replacing Mr Dominique Marcel, having resigned.
Alain Quinet is a graduate of the Institut d’Études Politiques in Paris and a former student of the École Nationale d’Administration. He is an inspector general of Finances. He began his career as an economist in the forecast department of the Ministry of Economy, Finances and Industry in 1988 where he occupied several posts until 2002. In the meantime he also occupied the post of economist with the OECD (from 1992 until 1994), then was Head of the macroeconomic research department of the Bank of France (from 1997 until 1999). In 2002, he was appointed economic advisor to the Prime Minister. In 2005, he was appointed Deputy Director of the Prime Minister’s Cabinet of Economic Affairs. In 2008, he joined the group “Caisse des Dépôts” and in June of the same year was appointed Director of finances and strategy and a member of the management board.
This resolution is approved with 99,01% of the votes.
Tenth resolution
10. Resolution to proceed with the renewal of the appointment of Mr Francis Vermeiren as director for a term of four years expiring at the close of the 2013 Ordinary Shareholders’ Meeting.
Francis Vermeiren is the mayor of the municipality of Zaventem. He is the president of the Board of Directors of Holding Communal and is active in national politics. He previously held the position of inspector of insurance and was the manager of a tax bureau. Francis Vermeiren is also the director of companies including Elia, Asco Industries and Publi-T.
This resolution is approved with 96,58% of the votes.
Eleventh resolution
11. Resolution to proceed with the renewal of the appointment of Mr Bernard Lux as director for a term of four years expiring at the close of the 2013 Ordinary Shareholders’ Meeting.
Bernard Lux is a tenured professor at the Warocqué Faculty of Economic Sciences. He is also Chairman of the Board of SA Whestia, a board member and a member of the board of remunerations of SA Sogepa, a member of the Board of Directors and Vice-President of SWL, and a federal member of the Higher Council for Employment.
This resolution is approved with 97,27% of the votes.
Twelfth resolution
12. Resolution to confirm the following persons as independent directors within the meaning of Article 524 of the Company Code and who, for the purposes of the procedure provided for in that article, meet all the criteria for independence set out therein and the other criteria for independence adopted by the Board of Directors:
- Jean-Luc Dehaene
- Gilles Benoist
- Denis Kessler
- Catherine Kopp
- André Levy-Lang
- Sir Brian Unwin.
The object of the twelfth proposed resolution is, in accordance with the provisions of Article 524 of the Belgian Company Code, to confirm that the directors listed effectively fulfill the criteria for independence established in this provision of the Code, for the requirements of the procedure it provides. To recall, this procedure aims at subjecting to certain terms the decisions or the execution of the decisions taken by quoted companies in relation to certain intragroup transactions which could be likely to cause the said company loss or harm, as well as its subsidiaries and/or its minority shareholders. This procedure in particular requires prior notice to an ad hoc committee consisting of three independent directors of the company, selected among all the qualified independent directors of the company.
This resolution is approved with 97,11% of the votes.
Agenda
of the Extraordinary General Meeting
Resolutions
First resolution
1. Proposal to renew the authorized capital
Communication of the special report of the Board of Directors in accordance with Article 604, Paragraph 2 of the company Code regarding authorized capital.
Proposal:
- to cancel the unused balance of existing authorized capital on the date of the General Meeting and to create a new authorized capital in the amount of eight billion eighty m illion euros (EUR 8,080,000,000300) for a period of five (5) years effective on the date of publication of the modification of the Articles of association resulting from this decision in the appendices of the Moniteur belge;
- to also renew, for the same period, the authorization provided in Article 6, Paragraph 2 of the Articles of Association;
- insofar as required, it is noted that the preceding authorizations do not prejudice the complementary authorization approved by the Extraordinary Shareholders’ Meeting of May 9, 2007 in virtue of Article 607, Paragraph 2, 2° of the Company Code. This authorization is renewable and valid for a period of three years, terminating on May 8, 2010. It authorizes the Board of Directors to increase the capital in line with the provisions stipulated in the law and the Articles of Association, even following reception of notification of a public offer of acquisition. The increases in capital approved by the Board of Directors within the framework of the authorization of May 9, 2007 would therefore be imputed, if required, to the balance of authorized capital renewed in compliance with Paragraph 2.1. above.
Proposal to adapt the Articles of Association accordingly:
- Replace the first paragraph of Article 6 of the Articles of Association as follows:
”On the dates and under the conditions that it sets, the Board of Directors is authorized to increase the capital once, or several times, up to a maximum amount of eight billion eighty million euros (EUR 8,080,000,000.00). This authorization is valid for a period of five years from the date of publication of the modification of Articles of Association approved by the Extraordinary Shareholders’ meeting on May 13, 2009 in the Appendices of the Moniteur belge. It is renewable.”
Article 6 of the Articles of Association remains otherwise unchanged.
- Replace the second paragraph of the transitional provisions as follows:
”The authorization relating to the authorized capital granted by the decision taken by the Extraordinary Shareholder’s Meeting held on May 10, 2006 remains in force until the publication in the Appendices of the Moniteur belge of the authorization granted by the Extraordinary Shareholders’ Meeting referred to in the first paragraph of Article 6 of the Articles of Association. The authorization relating to the authorized capital granted by the decision taken by the Extraordinary Shareholders’ Meeting held on May 13, 2009 will come into force for a period of five years on the date of the publication in the Appendices to the Moniteur belge of the resultant modification of the Articles of Association, without prejudice to the rights of the General Meeting to terminate this prematurely.”
The first proposed resolution relates to the renewal of authorized capital. In compliance with Article 581 of the Company Code and of Article 6 of the Articles of Association, the Board of Directors can be authorized to increase the capital of the company within the framework of an authorization granted to it by the General Meeting. The authorized capital enables the Board of Directors to increase the capital of the company within certain limits, at any time, and under certain conditions, without having to call a general meeting. The first resolution is intended to cancel the unused balance of existing authorized capital and to create a new statutory authorization granted to the Board of Directors to increase the capital of the company by having recourse to the authorized capital for a period of five years up to a maximum amount of eight billion eighty million euros (EUR 8,080,000,000).
This resolution is approved with 97,55% of the votes.
Second resolution
2. Proposal to renew the authorization to acquire and to dispose of the company’s own shares
Resolution (a) to authorize the Board of Directors, subject to the conditions imposed by law and over a new period of five (5) years, (i) to acquire on the stock market or by any other means, as many of the company’s own shares as the law permits at a counter-value established in accordance with any law or regulation in force at the time of repurchase and which may not be less than one euro per share nor more than ten percent (10%) above the last closing price on Euronext Brussels, and (ii) insofar as is necessary, to dispose of the company’s own shares, where appropriate after expiry of the maximum period of 5 years provided for their acquisition and (b) to authorize the company’s direct subsidiaries within the meaning of Article 627(1) of the Company Code to acquire and dispose of shares in the company under the same conditions.
Resolution, moreover, to confer full powers on the Board of Directors, which may in turn delegate those powers, (i) to determine the terms and conditions under which to resell or dispose of any own shares and (ii) to decide and to implement, where necessary, the disposal of the said own shares. Such authorizations and delegations shall enter into force on the date of this Ordinary Shareholders’ Meeting. On that same date,
the temporary authorizations granted to the Board of Directors and to the direct subsidiaries referred to above on May 14, 2008 shall end.
The second proposed resolution is intended to renew, for a further period of 5 years (that period is provided by the Law), the authorization given to the Board of Directors and to the company’s direct subsidiaries, to acquire the company’s own shares, on the stock market or otherwise, up to the maximum of shares allowed by the Law (= maximum 20% of subscribed capital), at a fixed minimum and maximum value per share. It is also proposed to the Shareholders’ Meeting that the Board of Directors be authorized to dispose of or resell the shares thus acquired.
This resolution is approved with 97,40% of the votes.
Third resolution
3. Proposal to modify Article 5 of the Articles of Association to adapt it to the provisions of the Law of May 2, 2007 on the disclosure of major shareholdings in issuers whose shares are admitted to trading on a regulated market.
Proposal to provide in the Articles of Association, in accordance with Article 18, § 1 of the Law of May 2, 2007 on the disclosure of major shareholdings in issuers whose shares are admitted to trading on a regulated market, that any individual or corporation acquiring shares in the company must declare to the company and to the Banking, Financial, and Insurance Commission the number of shares that it owns when the voting rights associated with these shares reach one and three percent (1%, 3%) or more of the total voting rights in existence at the time the situation leading to the statement is fulfilled and to modify, as a result, Article 5, paragraph 1, 1° and 2° as follows:
“Article 5 – DECLARATIONS
The provisions of Articles 6 through 17 of the Law of May 2, 2007on the disclosure of major shareholdings in issuers whose shares are admitted to trading on a regulated market and which have various provisions also apply to the 1% and 3% share of total existing voting rights, in accordance with Article 18 of the above-mentioned Law. The preceding sentence is applicable without prejudice to the legal share granted by the legislation governing transparency and, particularly, the above-mentioned Law and its execution decrees.
This notification is also obligatory in case of the additional acquisition or transfer of securities as meant in the first paragraph, if as a consequence of this acquisition or transfer the number of voting rights linked to the acquired securities exceeds 5, 10, 15, 20 percent points and so forth in instalments of percentage points of the total voting rights on the moment that the circumstances occur on the basis of which the notification is obligatory.”
The third proposed resolution is intended (i) to adapt the Articles of Association to the provisions of the new Law of May 2, 2007 on the disclosure of major shareholdings in issuers whose shares are admitted to trading on a regulated market, (ii) to introduce an additional notification threshold, being one per cent of the total number of voting rights, and (iii) according to article 545 of the Belgian Company Code, to limit the sanction for non-participation to the voting at the General Shareholders’ Meeting for a number of votes higher than the number associated with the shares which the shareholder declared to be in his possession according to the Law of May 2, 2007 at least 20 days before the date of the General Shareholders’ Meeting to the shareholders holding at least 5% of the total existing voting rights and to the portion of voting rights exceeding this 5% threshold.
This resolution is approved with 95% of the votes.
Fourth resolution
4. Proposal for the allocation of powers
Proposal to confer full powers, without prejudice to the delegation of special powers mentioned in the preceding resolutions of the present General Meeting, on two directors or two members of the Management Board, acting together, or on the CEO, acting alone, with power to delegate, for the execution of the decisions taken by the Extraordinary Shareholders’ Meeting, including the coordination of Articles of Association following the above-mentioned modifications, and to carry out all formalities required or useful to this effect.
This resolution is approved with 98,45% of the votes.
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