Corporate governance and structures

5. Statutory provisions relating to the management company and modification of the articles of association

5.1. The statutory management company

The management company is appointed by an Extraordinary General Meeting sitting under the conditions required for the amendment of the articles of association. The management company is free to resign at any time. However, its mandate can only be withdrawn by the decision of a judge called upon for this purpose by the General Meeting of Shareholders, for legal reasons.

The company is represented for each act of disposition of its property in the sense of the legislation applicable to cepics by its management company, De Pauw NV, acting through two natural persons who are required to be members of its management.

Since 1 September 2002, Tony De Pauw is appointed as permanent representative of De Pauw NV in view of its mandate as statutory management company, without, however, infringing on Article 18 of the Royal Decree of 10 April 1995 relating to cepics. The management company De Pauw NV was appointed for an indefinite period.

The management company is authorised, for the duration of three years as from the publication of the minutes of the Extraordinary General Meeting of 31 March 2009 (published in the Appendices to the Official Belgian Gazette of 23 April 2009), to for the company’s account, dispose of or accept as security its own shares on behalf of the company, 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.

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