Corporate governance and structures

4. Other corporate governance provisions, as published in the Corporate Governance Charter

4.1. Code of conduct regarding financial transactions

4.1.1. Compliance officer

The compliance officer is responsible for checking that the rules set out in this Charter with regard to market abuse are respected. He should have a sufficient number of years’ experience within the company. At WDP, the executive director Joost Uwents has been appointed as the compliance officer.

4.1.2. Directives relating to transactions involving the company’s shares

The following guidelines apply to all the members of the Board of Directors, members of the executive management and all the members of staff of WDP Comm. VA and De Pauw NV and the staff of the independent property surveyors who have access to information that they know or should know to constitute inside information. Inside information is understood as any information not publicly disclosed that is accurate and directly or indirectly relates to one or more issuers of financial instruments or one or more financial instruments and that, if it were publicly disclosed, could significantly affect the price of those financial instruments (or that of financial instruments derived from them.
The statutory auditor is subject to the legal provisions and code of ethics of the ‘Institut des Reviseurs d’Entreprises’ (IRE/IBR).

These guidelines also apply to transactions concluded under the company’s programmes to acquire its own shares.

Obligation of disclosure
Both where the management company and the directors of the management company are concerned, WDP applies the stipulations of Article 25bis §2 of the Law of 2 August 2002 concerning the supervision of the financial sector and financial services, relating to the reporting of the transactions made by these persons. This means that persons with management responsibilities at WDP Comm. VA (the management company and its permanent representative), along with the persons who are closely affiliated with them (in the meaning of Article 2, 23° of said Law of 2 August 2002) and the directors of De Pauw NV are bound to declare each transaction to purchase shares issued by WDP Comm. VA on their own behalf to the compliance officer (stating all information required in order to enable the compliance officer to report to CBFA as is legally required) in the course of the working day following the working day when the transaction was made.

The compliance officer should report each notification to the CBFA as soon as possible and within five working days after the execution of the transaction at the latest. However, the compliance officer can postpone such notifications until 31 January of the following calendar year at the latest if the total amount of transactions made by the same person during the current calendar year remains below the EUR 5.000 limit. Should this limit be exceeded, the compliance officer shall report all transactions made by the same person so far within five working days after execution of the last transaction of said person.

This system, in which the compliance officer reports de facto on behalf of the person concerned, does not alter the fact that the obligation of disclosure de jure exclusively exists on account of the individual persons obliged to make a disclosure, namely the persons with management responsibilities and those closely related to them, and that they remain responsible for this.

Disclosure of price-sensitive information
The Board of Directors undertakes to communicate any price-sensitive information as quickly and clearly as possible. All of the members of the Board of Directors, the executive management and staff who obtain potentially price-sensitive information regarding WDP are obliged to inform the compliance officer accordingly.

The directors undertake to preserve the confidential nature of price-sensitive information and not to disclose it in any form whatsoever, nor enable anyone to gain access to it, unless the prior consent of the chairman of the Board of Directors has been granted.

Ban on the misuse of inside information
In this respect, WDP operates in accordance with Article 25, §1, 1° of the Article of 2 August 2002 relating to the supervision of the financial sector and financial services.

Ban on market manipulation
WDP complies with the provisions of Article 25, §1, 2° of the Article of 2 August 2002 relating to the supervision of the financial sector and financial services.

Closed periods
As from the sixteenth working day after the end of each quarter until the date of publication of the results for the quarter (closed periods), it is forbidden to sell or purchase the company’s shares or other financial instruments. The partial sale of shares with a view to financing the exercise price or any tax payable on the capital gain is also forbidden during these periods.

The compliance officer can authorise derogations to this principle in exceptional cases. He can also impose occasional closed periods on the basis of significant price-sensitive information known to the Board of Directors and the executive management. In such cases, it has to be information that is required to be publicly disclosed.

These occasional closed periods begin at the moment when the information becomes known to the Board of Directors and the executive management. They last until the moment when the information is released to the public.

The fixed and occasional closed periods apply to WDP’s Board of Directors, executive management and all members of staff.
The compliance officer will systematically draw up a list of all the other people who have knowledge of the results and/or occasional price-sensitive information.

Transactions which are always prohibited
Short-term speculative transactions are always prohibited. This means that short-term option transactions, so-called ‘short selling’ and the hedging of options granted under share option schemes are not allowed.

Transactions which are always authorised, including during closed periods

• Purchases and sales are possible even during closed periods on condition that purchase and sale orders were given outside these periods. Restricted purchase and sale orders cannot be altered during closed periods.
• The exercising of options granted under a share option scheme.
• The sale of shares acquired through this exercise is nevertheless prohibited.
• The acquisition of shares in the context of a dividend payment.
• Transactions undertaken in the context of discretionary management of capital outsourced to third parties.

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