Corporate governance and structures

7. Other provisions in relation to Article 34 of the Royal Decree of 14 November 2007 relating to the obligations imposed on issuers of financial instruments admitted to trading on a regulated Belgian market

7.1. Capital structure

As at the date of this annual financial report, the authorised capital of WDP Comm. VA amounts to EUR 100.521.835,66, divided into 12.533.938 shares, each of them ordinary shares of no-par value, which each represent 1/12.533.938 part of the capital. None of these shares are entitled to any extraordinary voting or entitled to any special rights.

7.2. Share plan for employees

At the moment, WDP Comm. VA does not provide a share plan for employees. Please refer to the information in 7.5.

7.3. Shareholder agreements, which could lead to limitation of transfers or limitation of the exercise of voting rights

Under Article 74, §6 of the Act of 1 April 2007 relating to public issues, the family group Jos De Pauw has confirmed in writing that a verbal agreement exists between them so that they can act in mutual agreement at General Meetings, in order to exercise their votes as a single entity in these General Meetings. In this declaration, they also confirm the terms of this mutual agreement

7.4. Statutory provisions relating to the appointment/replacement of the management company and modification of the articles of association

It is characteristic of a limited partnership with share capital that this company is managed by a management company, which should hold the form of a managing partner, which for all intents and purposes, cannot be dismissed, and possesses veto rights on all important decisions made by the General Meeting. The management company can resign at any time. However, the mandate of the management company cannot be revoked unless there is a judicial verdict by demand of the General Meeting based on legal grounds. The management company cannot take part in the vote on this General Meeting resolution.

The General Meeting can only deliberate and take decisions when the management company is represented. It has to agree to any modification in the articles of association and the General Meeting resolutions on actions concerning the company’s interests with regard to third parties, such as the distribution of dividends and any decision that has an impact on the company’s capital.

With regard to the Board of Directors of the management company, we refer to ‘1.2. The Board of Directors of the management company, De Pauw NV’ on page 25.

7.5. Authority of the management with regard to the issue or purchase of shares

The management company is authorised, for the duration of three years as from the publication of the notes of the Extraordinary General Meeting of 31 March 2009, to acquire for the company’s account, dispose of or accept as security its own shares, without any prior decision by the General Meeting, if such acquisition or disposal is necessary in order to protect the company from any serious or imminent damage.

The management company is also authorised, for the duration of five years after the Extraordinary General Meeting of 31 March 2009, to acquire for the company’s account, accept as security and resell (even outside the stock exchange) the company’s own shares at a share price that may not be lower than EUR 0,01 per share (acquisition and accept as security) or 75% of the closing price on the trading day preceding the date of the transaction (reselling) and that may not exceed EUR 70,00 per share (acquisition and accept as security), or 125% of the closing price on the trading day preceding the date of the transaction (reselling) without the company being authorised to hold over 20% of the total amount of shares issued.

The management company of De Pauw NV, used the aforementioned authorisation under the Articles of Association on 3 July 2009 and bought 1.490 shares in the company’s own capital on Euronext Brussels, for an average price of EUR 28,11 per share. These shares were transferred on 6 July 2009 to employees of WDP as part of an incentives programme.

On 31 December 2009, WDP Comm. VA did not hold any own shares. The management company De Pauw NV held 1.438 shares. The total nominal value of these shares is EUR 49.098,65.

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