********************* CONSOLIDATED VERSION OF THE ARTICLES OF INCORPORATION as of 15 DECEMBER 2011 *********************

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1 AG REAL ESTATE abbreviated as AG RE a limited liability company headquartered in Saint-Josse-ten-Noode (1210 Brussels), 4-10 boulevard Saint-Lazare Register of Legal Entities Brussels n ********************* CONSOLIDATED VERSION OF THE ARTICLES OF INCORPORATION as of 15 DECEMBER 2011 ********************* The company was incorporated by deed executed by and before Mr Hubert Scheyven, notary in Brussels, on the twenty-eighth of December nineteen hundred and thirty-four, published in the Appendices to the Belgian Official Journal on the following sixteenth of January under number 510. The Articles of Incorporation were amended: by deed executed by and before Mr André Scheyven and Mr Albert Richir, notaries in Brussels, on the twentieth of October nineteen hundred and sixty-four (extension), published in the Appendices to the Belgian Official Journal on the sixth of November nineteen hundred and sixty-four under number by deed executed by and before Mr Jacques Possoz, notary in Brussels, on the fourth of November nineteen hundred and seventy-one and on the twenty-third of May nineteen hundred and seventy-three, published in the Appendices to the Belgian Official Journal on the thirteenth of November nineteen hundred and seventy-one under number , and on the sixth of June nineteen hundred and seventy-three under number by deed executed by and before Mr André Scheyven, notary in Brussels, on the seventh of June nineteen hundred and seventy-eight, published in the Appendices to the Belgian Official Journal on the twenty-ninth of June nineteen hundred and seventy-eight under number

2 by deed executed by and before Mr Gérald Snyers d'attenhoven, notary in Brussels, on the twenty-ninth of March nineteen hundred and eighty-four, published in the Appendices to the Belgian Official Journal on the twenty-first of April nineteen hundred and eighty-four under number by deed executed by and before Mr Jean-Luc Indeku, notary in Brussels, on the twenty-eighth of October nineteen hundred and eighty-six, the eighteenth of May nineteen hundred and eighty-seven, the twenty-fifth of April nineteen hundred and eighty-eight and the second of December nineteen hundred and eighty-eight, published in the Appendices to the Belgian Official Journal on the twenty-first of November nineteen hundred and eighty-six under number , the tenth of June nineteen hundred and eighty-seven under number , the twenty-first of May nineteen hundred and eighty-eight under number , and on the fifth of January nineteen hundred and eighty-nine under number by deed executed by and before Mr Hubert Michel, notary in Charleroi, on the twenty-seventh of June nineteen hundred and eighty-nine and on the fifth of July nineteen hundred and eighty-nine, published in the Appendices to the Belgian Official Journal on the first of July nineteen hundred and eighty-nine under number , and on the twenty-ninth of July nineteen hundred and eighty-nine under number by deed executed by Mr Hubert Michel, notary in Charleroi, and before Ms Gilberte Raucq, notary in Brussels, on the sixth of July nineteen hundred and eightynine (change to current company name), the ninth of April nineteen hundred and ninety, the eleventh of May nineteen hundred and ninety-two and the ninth of May nineteen hundred and ninety-four, published in the Appendices to the Belgian Official Journal on the twenty-ninth of July nineteen hundred and eighty-nine under number , the eighth of May nineteen hundred and ninety under number , the fourth of June nineteen hundred and ninety-two under numbers and 392, and on the third of June nineteen hundred and ninety-four under numbers and 61 by deed executed by and before Ms Gilberte Raucq, notary in Brussels, on the fifteenth of February nineteen hundred and ninety-six, the twelfth of May nineteen hundred and ninety-six, the second of February nineteen hundred and ninety-eight, the twenty-eighth of December nineteen hundred and ninety-eight, the tenth of December nineteen hundred and ninety-nine and the sixth of November two thousand, published in the Appendices to the Belgian Official Journal on the fourteenth of March nineteen hundred and ninety-six under numbers and 415, the sixth of June nineteen hundred and ninety-seven under numbers and 422, the twenty-seventh of February nineteen hundred and ninety-eight under numbers and 61, the twenty-second of January nineteen hundred and ninety-nine under numbers and 103, the twelfth of January two thousand under numbers and 274, and the second of December two thousand under numbers and 136 by deed executed by and before Ms Sophie Maquet, notary in Brussels, on the twenty-fifth of April two thousand and three and on the nineteenth of November two thousand and three, published in the Appendices to the Belgian Official Journal on the twenty-second of May two thousand and three under numbers and , and on the eleventh of December two thousand and three under numbers and

3 by deed executed by and before Ms Sophie Maquet, notary in Brussels, on the fifteenth of April two thousand and five, published in the Appendices to the Belgian Official Journal under number by deed executed by and before Mr Damien Hisette, notary in Brussels, on the twenty-seventh of August two thousand and nine, published in the Appendices to the Belgian Official Journal under number by deed executed by and before Ms Sophie Maquet, notary in Brussels, on the twentieth of September two thousand and ten, published in the Appendices to the Belgian Official Journal under number by deed executed by and before Mr Damien Hisette, notary in Brussels, on the fifteenth of December two thousand and eleven, pending publication in the Appendices to the Belgian Official Journal

4 CHAPTER I NAME, HEADQUARTERS, CORPORATE PURPOSE AND TERM ARTICLE 1 The company is established as a limited liability company under the name of "AG Real Estate", also abbreviated as "AG RE". Both names can be used in combination as well as separately. The company is headquartered at 4-10 boulevard Saint-Lazare in Saint-Josse-ten- Noode (1210 Brussels). The company may be transferred to any other location in Belgium by resolution of the Board of Directors. If the company decides to transfer its headquarters, the Board of Directors must submit this information for publication in the Appendices to the Belgian Official Journal. ARTICLE 2 The company s corporate purpose is: a) to engage in all types of real estate transactions including the acquisition, sale, development, promotion, construction, ownership, transformation, commercial operation, leasing and lease management, subdivision, horizontal division and joint ownership of buildings b) to analyse and finance the development and operation of all types of companies engaged in finance, real estate, commercial activities, manufacturing, mining, logging and/or farming, in Belgium and abroad, as well as to manage the portfolio of assets created for this purpose c) to provide administrative, technical, commercial and financial support to third parties, particularly companies in which AG Real Estate has acquired an equity interest d) to sell all types of products that have been produced or are likely to be used by these companies Within the confines of fulfilling its corporate purpose, the company may engage in securities, fixed asset, financial, industrial, commercial and/or civil transactions, in Belgium and abroad. The company may acquire an equity interest in a business, association or company with a similar or related purpose or to help it achieve its corporate purpose, through capital contribution, transfer, merger, share subscription, equity stake, financial support or other method. ARTICLE 3 The company is incorporated for an indefinite period of time. It can be wound up at any time by resolution at a Shareholders Meeting held in accordance with the procedure for amending the Articles of Incorporation. CHAPTER II: SHARE CAPITAL, CONTRIBUTIONS, SHARES AND BONDS ARTICLE 4 The share capital of the company amounts to three hundred and fifty-eight million nine hundred and forty-one thousand three hundred and seventy-seven euros and eighteen cents (EUR 358,941,377.18), divided into eleven million ninety thousand and ninety-two (11,090,092) fully paid up registered shares numbered from 1 to 11,090,092, each with a par value of 1/11,090,092 of the share capital.

5 ARTICLE 5 The company was initially incorporated with a share capital of twenty-five million (25,000,000) francs divided into fifty thousand (50,000) shares, each with a par value of five hundred (500) francs. Forty-nine thousand nine hundred and ninety-six (49,996) shares were fully paid up through contributions in kind, with the remaining four (4) shares subscribed in cash. By resolution of the Extraordinary Shareholders Meeting held on the twentieth of October nineteen hundred and sixty-four, the fifty thousand (50,000) shares with a par value of five hundred (500) francs were replaced by fifty thousand (50,000) shares with no par value. In addition, the share capital was increased to eighty million (80,000,000) francs by capitalisation of reserves, without issuing any new shares, and subsequently to ninety million (90,000,000) francs by issuing six thousand two hundred and fifty (6,250) shares with no par value, all subscribed in cash. The aforementioned six thousand two hundred and fifty (6,250) shares were fully subscribed by the current shareholders at the time, by rights offering only, at the rate of one new share for eight shares held, at the price of one thousand six hundred (1,600) francs per share, plus an additional seventy-five (75) francs to cover fixed costs, for a total of one thousand six hundred and seventy-five (1,675) francs per share, fully paid up in cash. By resolution of the Extraordinary Shareholders Meeting held on the fourth of November nineteen hundred and seventy-seven, the share capital was increased to one hundred and eight million francs (108,000,000) by issuing eleven thousand two hundred and fifty (11,250) new shares with no par value, all subscribed in cash. The aforementioned eleven thousand two hundred and fifty (11,250) shares were fully subscribed by the current shareholders at the time, by rights offering only, at the rate of one new share for five shares held, at the price of one thousand six hundred (1,600) francs per share, fully paid up in cash. By resolution of the Extraordinary Shareholders Meeting held on the twenty-third of May nineteen hundred and seventy-three, the share capital was increased to one hundred and fifty-one million two hundred thousand (151,200,000) francs by issuing twenty-seven thousand (27,000) new shares with no par value, all subscribed in cash. The aforementioned twenty-seven thousand (27,000) shares were fully subscribed by the current shareholders at the time, by rights offering only, at the rate of two new shares for five shares held, at the price of one thousand six hundred (1,600) francs per share, plus a new issue premium of four hundred (400) francs per share, all subscribed in cash. By resolution of the Extraordinary Shareholders Meeting held on the seventh of June nineteen hundred and seventy-eight, the share capital was increased to one hundred and eighty-nine million (189,000,000) francs by issuing twenty-three thousand six hundred and twenty-five (23,625) new shares with no par value, all subscribed in cash. By resolution of the Extraordinary Shareholders Meeting held on the twenty-ninth of March nineteen hundred and eighty-four, the share capital was increased to three hundred and thirty-three million seven hundred and fifty-two thousand (333,752,000) francs by issuing eight-eight thousand five hundred and ninety-five (88,595) new shares with no par value, all subscribed in cash for the price of one thousand six hundred (1,600) francs each, plus a new issue premium of one hundred (100) francs per share.

6 In addition, a total of four million four hundred and twenty-nine thousand seven hundred and fifty (4,429,750) francs were allocated to a "new issue premium" reserve account which cannot be converted into share capital. By resolution of the Extraordinary Shareholders Meeting held on the twenty-eighth of October 1986, the share capital was increased to four hundred and twenty-nine million nine hundred and seventy-seven thousand six hundred (429,977,600) francs by issuing sixty-two thousand and sixteen (62,016) shares with no par value, all subscribed in cash. By resolution of the Extraordinary Shareholders Meeting held on the twenty-fifth of April nineteen hundred and eighty-eight, the company reduced its share capital by a maximum of thirty million five hundred and four thousand (30,504,000) francs by buying back its own shares from its shareholders. As stated in the minutes duly recorded by Mr Jean-Luc Indekeu, notary in Brussels, on the second of December nineteen hundred and eighty-eight, thirteen thousand three hundred (13,300) shares were repurchased and subsequently cancelled, reducing the share capital by twenty-one million two hundred and eighty thousand (21,280,000) francs from four hundred and twenty-nine million nine hundred and seventy-seven thousand six hundred (429,977,600) francs to four hundred and eight million six hundred and ninety-seven thousand six hundred (408,697,600) francs. In accordance with the terms outlined in the minutes duly recorded by Mr Hubert Michel, notary in Charleroi, on the fifth of July nineteen hundred and eighty-nine, the Board of Directors resolved to increase the share capital within the limits of the company s authorised share capital by five hundred and thirty-five million three hundred and two thousand four hundred (535,302,400) francs to a total of nine hundred and forty-four million (944,000,000) francs by issuing three hundred and thirty-four thousand five hundred and sixty-four (334,564) fully paid up new shares with no par value. In accordance with the terms outlined in the minutes duly recorded by Mr Hubert Michel, notary in Charleroi, and executed before Ms Gilberte Raucq, notary in Brussels, on the sixth of July nineteen hundred and eighty-nine, the Extraordinary Shareholders Meeting resolved to reduce the share capital by three hundred and fifty-four million (354,000,000) francs, without cancelling any shares, and subsequently to increase the share capital by two billion three hundred and sixtythree million six hundred and thirty-six thousand (2,363,636,000) francs to a total of two billion nine hundred and fifty-three million six hundred and thirty-six thousand (2,953,636,000) francs by issuing two million three hundred and sixty-three thousand six hundred and thirty-six (2,363,636) new shares with no par value, fully paid up and awarded to the limited liability company "Bernheim en Liquidation" in exchange for contributing all of its assets and liabilities as a result of a merger. As stated in the minutes duly recorded by Ms Gilberte Raucq, notary in Brussels, on the fifteenth of February nineteen hundred and ninety-six, two company Directors, exercising the powers invested in them by the Board of Directors, as stated in the minutes duly recorded by Ms Gilberte Raucq, notary in Brussels, and executed before Mr Hubert Michel, notary in Charleroi, noted the following events in a deed dated the seventeenth of March nineteen hundred and ninety-four: Over the course of the first twenty (20) days in January nineteen hundred and ninetysix, two hundred and fifty (250) warrants issued on the seventeenth of March nineteen hundred and ninety-four were exercised, creating two hundred and fifty (250) new common shares with no par value, numbered from 2,953,637 to 2,953,886, subscribed and fully paid up in cash at the rate of one thousand (1,000)

7 francs per share plus a new share issue premium, thereby increasing the share capital by two hundred and fifty thousand (250,000) francs to two billion nine hundred and fifty-three million eight hundred and eighty-six thousand (2,953,886,000) shares, divided into two million nine hundred and fifty-three thousand eight hundred and eighty-six (2,953,886) fully paid up shares with no par value. As stated in the minutes duly recorded by Ms Gilberte Raucq, notary in Brussels, on the second of February nineteen hundred and ninety-eight, two company Directors, exercising the powers invested in them by the Board of Directors, as stated in the minutes duly recorded by Ms Gilberte Raucq, notary in Brussels, and executed before Mr Hubert Michel, notary in Charleroi, noted the following events in a deed dated the seventeenth of March nineteen hundred and ninety-four: Over the course of the first twenty (20) days in January nineteen hundred and ninetyeight, fourteen thousand one hundred and sixty (14,160) warrants issued on the seventeenth of March nineteen hundred and ninety-four were exercised, creating fourteen thousand one hundred and sixty (14,160) common shares with no par value numbered from 2,953,887 to 2,968,046, subscribed and fully paid up in cash at the rate of one thousand (1,000) francs per share plus a new share issue premium, thereby increasing the share capital by fourteen million one hundred and sixty thousand (14,160,000) francs to a total of two billion nine hundred and sixty-eight million and forty-six thousand (2,968,046,000) francs, divided into two million nine hundred and sixty-eight thousand and forty-six (2,968,046) fully paid up shares with no par value. By resolution of the Extraordinary Shareholders Meeting held on the twenty-eighth of December nineteen hundred and ninety-eight, the share capital was increased by seven hundred and eighty-six million four hundred and five thousand (786,405,000) francs from two billion nine hundred and sixty-eight million forty-six thousand (2,968,046,000) francs to three billion seven hundred and fifty-four million four hundred and fifty-one (3,754,451,000) francs by issuing one million fifty-five thousand two hundred and fifty-four (1,055,254) common shares with no par value, fully paid up and awarded to the shareholders of the limited liability company "Charleroi Gestion", abbreviated as "CARGES", in exchange for assets transferred by mergerabsorption of the company which was subsequently dissolved without going into liquidation. At the Shareholders Meeting held on the sixth of November two thousand, the shareholders resolved to: - eliminate differences in share classes by removing the "tax-advantaged preferred" feature from the three hundred and eighteen thousand one hundred and eightytwo (318,182) shares created at the Shareholders Meeting on the sixth of July nineteen hundred and eighty-nine as a result of the merger-absorption between the limited liability company "Comptoir Mobilier et Financer" and "Bernheim en Liquidation". - to express share capital figures in euros and to note that the share capital of the company amounts to ninety-three million seventy thousand four hundred and nine euros and twenty cents (EUR 93,070,409.20). - to increase the share capital by seventy-one million two hundred and forty-nine thousand five hundred and ninety euros and eighty cents (EUR 71,249,590.80) to a total of one hundred and sixty-four million three hundred and twenty thousand euros (EUR 164,320,000) by issuing one million two hundred and sixty-one thousand and fifty-four (1,261,054) registered shares numbered from 4,023,301 to 5,284,354 partially paid up at the time of subscription.

8 By resolution of the Extraordinary Shareholders Meeting held on the twenty-fifth of April two thousand and three, the share capital was increased by seventy-eight million one hundred and fifty-five thousand two hundred and sixty-four euros and ten cents (EUR 78,155,264.10) from one hundred and sixty-four million three hundred and twenty thousand euros (EUR 164,320,000) to two hundred and forty-two million four hundred and seventy-five thousand two hundred and sixty-four euros and 10 cents (EUR 242,475,264.10) by issuing two million five hundred and thirteen thousand and thirty-one ( ) registered shares with no par value numbered from 5,284,355 to 7,797,385, subscribed in cash and fully paid up at the time of subscription, including the new issue premium. By resolution of the Extraordinary Shareholders Meeting held on the fifteenth of April two thousand and five, the share capital was increased by thirty-five million three hundred and twenty-three thousand nine hundred and nineteen euros and forty-one cents (EUR 35,323,919.4) to a total of two hundred and seventy-seven million seven hundred and ninety-nine thousand one hundred and eighty-three euros and fifty-one cents (EUR 277,799,183.51) by issuing one million one hundred and thirty-five thousand nine hundred and twenty-seven (1,135,927) registered shares with no par value numbered from 7,797,386 to 8,933,312, fully paid up and awarded to the limited liability company "Fortis AG" as payment for contributions in kind. By resolution of the Extraordinary Shareholders Meeting held on the twenty-seventh of August two thousand and nine, the share capital was increased by seventy-one million eleven thousand one hundred and sixty-one euros and eighty cents (EUR 71,011,161.80) from two hundred and seventy-seven million seven hundred and ninety-nine thousand one hundred and eighty-three euros and fifty-one cents (EUR 277,799,183.51) to three hundred and forty-eight million eight hundred and ten thousand three hundred and forty-five euros and thirty-one cents (EUR 348,810,345.31) by issuing one million eight hundred and forty-three thousand seven hundred and sixty-five (1,843,765) new common shares following the mergerabsorption with the limited liability companies FIB Properties, Astridim, Madison Lease, Vendôme Lease, Berchem Office Solutions II and Astro 2. By resolution of the Extraordinary Shareholders Meeting held on the fifteenth of December two thousand and eleven, the share capital was increased by ten million one hundred and thirty-one thousand and thirty-one euros and eighty-seven cents (EUR 10,131,031.87) from three hundred and forty-eight million eight hundred and ten thousand three hundred and forty-five euros and thirty-one cents (EUR 348,810,345.31) to three hundred and fifty-eight million nine hundred and forty-one thousand three hundred and seventy-seven euros and eighteen cents (EUR 358,941,377.18) by issuing three hundred and thirteen thousand and fifteen (313,015) new common shares following contributions in kind provided by AG Insurance. ARTICLE 6 Contributions for shares which were not fully paid up at the time of subscription will be due by the deadline set by the Board of Directors. Any shareholder who remains in default of payment after being given fifteen days notice by registered letter will also owe the company interest charged at the National Bank of Belgium s special rate for current account overdrafts plus an additional one percent accruing as of the due date. If this failure to pay is not remedied within one month of a second notice, the Board of Directors may declare the shareholder s rights forfeited and allow an authorised third party to sell the shares in question on

9 the stock market, without prejudice to the company s right to claim any amount that remains outstanding plus damages from the shareholder. The Board of Directors may also authorise shareholders to pre-pay capital uncalled in advance of the deadline. The terms and conditions for such advance payments will be set by the Board. ARTICLE 7 1. By resolution at the Shareholders Meeting held in accordance with the formalities and conditions set forth in Article 558 and, if applicable, Article 560 of the Companies Code, the shareholders may authorise the Board of Directors to increase the share capital of the company, in one or several times, up to the maximum amount authorised by the shareholders, under the terms and on the dates set by the Board. Such authorisation is granted for a period of five years effective as of the publication date of the amendment to the Articles and is renewable. The increase(s) in share capital can be carried out in return for a cash contribution or a contribution in kind up to the legally authorised limits, by capitalisation of reserves, whether available or unavailable for distribution, with or without issuing new ordinary or preferred shares which may or may not carry voting rights. For an increase in share capital through cash contributions, the new shares must first be offered to the current shareholders in proportion to the number of shares that they hold. If all of the shares are not fully subscribed by rights issue, applications for excess shares will be accepted from shareholders who have already subscribed to the offering. The Board of Directors may decide that preferential subscription rights which were not or were only partially exercised by other shareholders will accrue proportionally to the other shareholders who have already exercised their subscription rights. The Board of Directors may nevertheless decide to restrict or cancel these preferential rights in favour or one or more specific persons other than employees of the company or of its subsidiaries, in accordance with the applicable legal provisions and if it serves the company s best interests to do so. 2. In the event the Board of Directors decides to proceed with an increase in capital, it must allocate any new issue premiums, less any associated expenses, to a special "new issue premiums" account. Like the company s registered share capital, these funds will remain unavailable for distribution, as they serve as a guarantee for third parties. Other than by capitalisation of reserves (see above), they can only be drawn on by passing a resolution at the Shareholders Meeting, in accordance with the formalities and conditions set forth in Articles 612, 613 and 614 of the Belgian Companies Code. ARTICLE 8 The share capital can be increased by resolution at the Shareholders Meeting in accordance with the procedure for amending the Articles of Incorporation. The company is only entitled to issue shares with no par value and at less than the book value of existing shares if it complies with all applicable legal provisions. The meeting notice must mention the details of the proposed share capital increase. Should the share capital be increased with an issue premium, the premiums must be fully paid up at the time of subscription.

10 ARTICLE 9 For an increase in share capital through cash contributions, the new shares must first be offered to the current shareholders in proportion to the number of shares that they hold on the day of issue, in accordance with the applicable legal provisions. However, at the Shareholders Meeting, the shareholders may decide to restrict or cancel these preferential rights and to alter the deadline for subscribing to the new issue by granting current shareholders the pre-emptive right to purchase the new shares in the first ten days, in accordance with the applicable legal provisions and if it serves the company s best interests to do so. If the Board of Directors recommends cancelling these preferential rights, it must justify its position in a detailed report which includes the issue price for the new shares as well as the financial consequences of the transaction on shareholders. The auditor(s) will also provide a report declaring that the financial and accounting information included in the Board of Directors report is accurate. For an increase in share capital through cash contributions, convertible bondholders and warrant holders are entitled to convert their holdings into shares or exercise their subscription rights and participate in the new issue as shareholders, to the extent that current shareholders are granted this right. In any event, the Board of Directions is authorised to enter into agreements with third parties, under the terms and conditions it deems appropriate, in order to secure the subscription to all or part of the shares issued. ARTICLE 10 The company can only decrease its share capital by passing a resolution at the Shareholders Meeting, in accordance with the formalities and conditions set forth in Articles 612, 613 and 614 of the Belgian Companies Code, and only if the terms of the reduction are the same for all shareholders. Information on how this decrease in share capital will be achieved as well as the purpose of the reduction will be sent out together with the meeting notice and the agenda. ARTICLE 11 All shares that are not fully paid up are in registered form. Shares that are fully paid up are either in registered or dematerialised form, depending on the shareholder s preference. Shareholders may decide at any time to have their registered shares converted into dematerialised shares (and vice versa), at their own expense. ARTICLE 12 The heirs, creditors or other legal representative of a shareholder may not, on any grounds whatsoever, call for company accounts, assets or valuables to be seized, contest the use of company assets, request the division or sale by auction of company assets, or interfere in any way whatsoever with company management. In exercising their rights, they will abide by the annual financial statements and resolutions passed at the Shareholders Meetings. ARTICLE 13 The shares are indivisible with regard to the company. The company will only recognise one representative per share for any legal claims filed against it, for the

11 right to attend and vote at Shareholders Meetings, and for all other shareholder rights and responsibilities. If there are joint owners of a share, the company may suspend the rights vested in this share until only one person has been appointed by all owners to exercise those rights, subject to approval by the Board of Directors. ARTICLE 14 The company is authorised to issue bonds. The decision to issue bonds other than convertible bonds and bonds with warrants may be taken by the Board of Directors, which will determine the type of bond, the coupon rate, the amortisation/repayment schedule, the special guarantees and all other terms and conditions for the bond issue. The decision to issue convertible bonds and/or warrants may be taken by the shareholders at a Shareholders Meeting, in accordance with the applicable legal provisions, or by the Board of Directors if this results in an increase in authorised share capital. If the company decides to issue convertible bonds and/or warrants, the existing shareholders will be given preferential rights in proportion to the number of shares they already hold. Preferential rights will be exercised in accordance with the applicable legal provisions. At the Shareholders Meeting, the shareholders may decide to restrict or cancel these preferential rights, in accordance with the applicable legal provisions and if it serves the company s best interests to do so. Bonds, convertible bonds and warrants will be issued in bearer, registered or dematerialised form. Bondholders and warrant holders may decide at any time to have their holdings converted into any one of the other forms, at their own expense. ARTICLE 15 The company may buy back its own shares or profit-sharing certificates in accordance with the formalities and conditions set forth in Article 620 of the Belgian Companies Code. CHAPTER III ADMINISTRATION AND AUDITING ARTICLE 16 The company operates under the supervision of a Board of Directors composed of at least three members. Directors are appointed at an Annual Shareholders Meeting for a maximum period of six years and can be removed from office by the shareholders at any time. Directors may serve successive terms. All resigning and/or un-re-elected Directors will cease to hold office immediately following the Annual Shareholder s Meeting which has appointed their replacement. ARTICLE 17 If one or more seats on the Board fall vacant due to death, resignation or other reason, the remaining Directors may proceed with temporary appointments. Such appointments will be subject to confirmation at the next Annual Shareholders Meeting. Directors appointed to fill vacant seats agree to serve out the remaining term of their predecessor who has died or resigned from office.

12 ARTICLE 18 As a general rule, Directors are not personally liable for contracts they sign on behalf of the company. However, they will remain liable for breaching any of their duties to the company and for negligent mismanagement, as stipulated by law. ARTICLE 19 The Board of Directors may appoint one of its members to act as Chairman. It may also decide to appoint one or more Vice-Chairmen. Meetings will be convened by meeting notice and will be presided over by the Chairman of the Board or, if unavailable, by a Vice-Chairman or, in his/her absence, by another Board member appointed specifically for this purpose. Board meetings will be called whenever the interests of the company so require, or upon the request of one-third of the Directors to discuss a specific agenda. Meetings will be held at the venue indicated in the meeting notice. ARTICLE 20 Except in cases of force majeure, the Board of Directors can only conduct its business if at least one-half of its members are present in person or represented by proxy. Directors may give written proxy to another Director by letter, facsimile, telegram or any other virtual or electronic written form to represent them at a Board meeting and to vote on their behalf. For vote tallying purposes, the proxy giver will be considered as physically present at the meeting. Directors may also issue statements expressing their views and voting preferences by letter, facsimile, telegram or any other virtual or electronic written form, provided that at least one-half of the Directors are present in person. In exceptional cases duly justified by emergency situations and the need to serve the best interests of the company, decisions may be taken by unanimous written consent of the Board of Directors, with the exception of decisions regarding the year-end financial statements and the use of authorised share capital. Decisions will be taken by simple majority. Blank ballots and abstentions will not count in tallying the vote. In the event of a split decision, the Chairman or his/her replacement will have the casting vote. ARTICLE 21 Minutes recording the deliberations of the Board of Directors will be signed by the majority of the Board members who were present at the meeting to participate in the discussions and vote(s). All minutes will be recorded on loose-leaf paper and bound together at the end of each year. Any proxies as well as any written statements expressing Board member views and voting preferences will be attached to the minutes of the meeting in question, including those issued in other virtual or electronic written forms. Copies and excerpts from these minutes required for legal or other purposes will be signed by two Board members.

13 ARTICLE 22 In addition to reimbursement of their travel expenses, Board members may also be entitled to fixed or variable compensation as well as an attendance fee for each meeting, to be charged to the company s general and administrative expense account. The Board of Directors may also provide compensation for Board members entrusted with a specific role or task, to be taken out of the company s general and administrative expense account. ARTICLE 23 The Board of Directors is vested with the power to act on behalf of the company in all circumstances to ensure it achieves its corporate purpose, with the exception of powers assigned to Shareholders Meetings as stipulated by law or in these Articles of Incorporation. ARTICLE 24 The Board of Directors may: a) completely or partially delegate duties or powers to an Executive Committee chosen from among or outside of its membership. However, the Executive Committee will have no authority in setting general company policy or in other areas expressly assigned to the Board of Directors by law or by virtue of these Articles. b) entrust the day-to-day management of the company as well as the legal liability resulting from this management to any other representative(s) chosen from among or outside of its membership. It may also delegate administrative responsibility for some or all of the company s affairs, assign special tasks and grant special powers to other representative(s). The Board of Directors will set the duties, powers, and fixed or variable compensation (to be charged to the company s general and administrative expenses) for these representatives, and can relieve them of their duties if necessary. The representatives responsible for the day-to-day management of the company are authorised to grant special powers to any other representative(s) of their choosing, within the limits of day-to-day management purposes. ARTICLE 25 In dealing with third parties and in a court of law, the company is lawfully represented by two of its Directors, acting jointly. For day-to-day management issues, the company can be lawfully represented by the person in charge of this management, if there is only one such person, or by two representatives if there are more than one. The company can also be lawfully represented by proxy holders, within the scope of their proxies. ARTICLE 26 The review and verification of the company s financial situation, its annual financial statements and compliance with all applicable legal provisions and these Articles of Incorporation will be entrusted to one or more auditors. The auditors will be chosen by the shareholders from among the members of the Company Auditors Institute (Institut des Réviseurs d'entreprises/instituut van de Bedrijfsrevisoren). An auditor may be a natural person or a corporate entity. Auditors will be appointed for a renewable term of three years.

14 They will hold the title of auditor. The Shareholders Meeting will determine the number of auditors as well as the financial compensation granted for services provided. Compensation will be a fixed amount, set at the time of appointment. This amount cannot be modified without prior approval of the parties in question. Auditors who have been relieved of their duties will cease to hold office immediately following the Annual Shareholder s Meeting. CHAPTER IV: SHAREHOLDERS MEETINGS ARTICLE 27 Unless otherwise prohibited by law, a Shareholders Meeting can be lawfully conducted regardless of the number of shares represented at the meeting. It is empowered to approve and/or carry out all actions and decisions in company s best interests. It is composed of holders of ordinary shares who are entitled to vote, either in person or by proxy, in accordance with the applicable legal provisions. Its decisions are binding upon all shareholders, including absentees and dissenting voters. Shareholders can decide by unanimous vote to record all resolutions in writing, other than those requiring certified copies of deeds. ARTICLE 28 The Annual Shareholders Meeting will be held every year on the second Monday in May at 11:00 AM. If this date falls on a public holiday, the meeting will be held on the following business day, at the same time. An Extraordinary Shareholders Meeting can be called whenever it is in the company s best interests. It must be convened upon the request of shareholders holding at least one-fifth of the share capital. Shareholders Meetings will be held at the company headquarters or any other location in the same district. The exact location will be specified in the meeting notice. ARTICLE 29 Meeting notices will be sent out to all shareholders together with the meeting agenda and will be issued in accordance with the applicable legal provisions. The lawfulness of a meeting notice cannot be challenged if all shareholders are present in person or represented by proxy. Personal invitation letters will be sent to bondholders, warrant holders, registered certificate holders, company Directors and auditors two weeks before the Shareholders Meeting, together with all company documents (year-end financial statements, management report, auditors report) subject to shareholder approval. Note that the company has no obligation to prove compliance with this formality. Shareholders Meetings can also be held without prior notice as long as all shareholders, bondholders, warrant holders, registered certificate holders, company Directors and auditors agree to hold a meeting on a particular day/time.

15 ARTICLE 30 To be eligible to attend the Shareholders Meeting, non-registered shareholders must first deposit a statement issued by their accredited broker, trustee or bank with the institutions designated by the Board of Directors certifying that the shares in question will be unavailable until the Shareholders Meeting is held. This statement must be provided five business days before the Shareholders Meeting. Registered shareholders must notify the Board of Directors within the same timeframe of their intention to attend the Shareholders Meeting, as well as specify the number of voting shares that they hold. ARTICLE 31 All shareholders may be represented at the Shareholders Meeting by proxy as long as the proxy holder is also a shareholder or the legal representative of a shareholder and meets the attendance requirements. Minors, corporate entities and those who do not meet the attendance requirements may be represented by non-shareholders. Spouses are entitled to represent each other. The body responsible for calling the Meeting is entitled to decide on the form of the proxies and to stipulate that they be delivered to a specified location at least three days before the Meeting. Co-owners, beneficial owners, bare owners, creditors and secured debtors can be represented by a single person. An attendance sheet listing the names of all shareholders and the number of shares held by each of them must be duly signed by all attending shareholders and proxy holders before the start of the Meeting. ARTICLE 32 All Shareholders Meetings are presided over by the Chairman of the Board of Directors or, if unavailable, by the Vice-Chairman or, in his absence, by another Board member appointed specifically for this purpose. The Chairman will appoint the Secretary, who may or may not be a shareholder, and the shareholders will designate two observers from among the shareholders present at the meeting. Together with the other presiding Board members, they will serve as the officers of the session. Whatever the items on the meeting agenda, the Board of Directors can decide to adjourn any Ordinary, Extraordinary or Special Shareholders Meeting and to reconvene up to three weeks later. Adjourning a meeting to a later date renders all decisions null and void, except decisions pursuant to Article 555 of the Belgian Companies Code. All formalities completed to attend the first meeting as well as all proxies will remain valid for the second meeting, without prejudice to the obligation to comply with these formalities for the reconvened meeting in the event they were not fulfilled the first time, in accordance with Article 30. ARTICLE 33 Each share entitles its holder to one vote. Voting will be expressed by show of hands or by roll call, unless otherwise decided by the majority of shareholders present. For appointments, if no candidate is elected by simple majority, a second round will be held between the top two contenders.

16 In case of a tie in the second round, the older of the two candidates will be given the position. Except where prohibited by law or by these Articles of Incorporation, decisions will be made by simple majority of votes cast, without taking blank ballots or abstentions into account, and regardless of the number of shares represented at the Meeting. ARTICLE 34 The company keeps a log book of all minutes taken at Shareholders Meetings. The minutes are signed by the officers of the Meeting as well as by any shareholder present who so requests. Copies and excerpts from the minutes are signed by two Directors, the Managing Director or a representative appointed by the Board of Directors. CHAPTER V ANNUAL FINANCIAL STATEMENTS, DISTRIBUTION OF NET PROFIT, RESERVES ARTICLE 35 The company s fiscal year begins on January 1 and ends on December 31 of the same calendar year. ARTICLE 36 At the close of each fiscal year, the Board of Directors will prepare a complete inventory of its assets, entitlements, debts, obligations and commitments related to its activities in the preceding year and the resources it has allocated to cover them. The year-end financial statements will include the balance sheet, the income statement and all explanatory notes and exhibits. All statements will be compiled in accordance with the applicable legislation regarding accounting standards and year-end company financial statements. ARTICLE 37 Net profit available for distribution will be calculated in accordance with the applicable legal provisions. Out of this net profit, five percent (5%) will be credited to the statutory reserve fund. No further profits will need to be transferred once this reserve reaches one-tenth of the company s share capital. If, however, the statutory reserves are drawn upon and fall below this level, transfers must continue until the five percent requirement is met. The Board of Directors will issue a proposal for distributing any remaining net profit, subject to approval by majority vote at the Shareholders Meeting. ARTICLE 38 In accordance with the applicable legal provisions on dividend distributions, the Board of Directors may decide to distribute interim dividends, to be charged against net profit for the current fiscal year. The Board of Directors will set the timing and location of annual and interim dividend payments. Annual and interim dividends can be paid out to shareholders in cash and/or in kind, such as in the form of company shares, by resolution at the Shareholders Meeting for annual dividends and by resolution of the Board of Directors for interim dividends.

17 CHAPTER VI DISSOLUTION AND LIQUIDATION ARTICLE 39 In the event of dissolution, whatever the reason, the shareholders will appoint one or more liquidators in charge of winding up the company s assets as well as determine their powers and set their compensation. They reserve the right to amend the Articles of Incorporation if required to carry out and complete the liquidation. A Shareholders Meeting will be convened and held during the liquidation process, in accordance with the terms outlined in Chapter 4 of the Articles of Incorporation, and with the liquidators exercising the powers conferred on them by the Board of Directors. Un des liquidateurs la présider en cas d'absence ou d'empêchement des liquidateurs, elle élit elle-même son président. Any copies and/or excerpts from meeting minutes required for legal or other purposes will be signed by one of the liquidators. ARTICLE 40 After payment or provision for payment of the company s debts and other liabilities, the shareholders will be entitled to the remaining assets. If all shares are not equally paid up, the liquidators will take the disparity into account before sharing the net assets and will re-establish a balance by treating all shares on an equal basis, either by calling for an increase in share capital or by applying a previously agreed upon percentage. The balance will then be distributed equally among all shares. CHAPTER VII RESIDENCE REQUIREMENTS ARTICLE 41 With respect to the enforcement of these Articles of Incorporation, all shareholders, Board members and liquidators must declare the company headquarters as their primary residence for the service of correspondence, summonses, subpoenas or other official notifications, with no further obligations for the company to make these documents available for inspection by the recipient. CHAPTER VIII GENERAL PROVISIONS ARTICLE 42 The parties agree to abide by terms of the Belgian Companies Code. As a result, the provisions stipulated in this Code, other than authorised exemptions, are deemed to be set forth in these Articles of Incorporation and supersede any conflicting provisions. ARTICLE 43 Any disputes which may arise between the company, its shareholders, bondholders, Board members, auditors or liquidators concerning the company s business activities or the implementation of these Articles of Incorporation will be settled in a court of law in the headquarters jurisdiction, unless the company specifically requests a change of venue.

18 TRUE CONSOLIDATED VERSION OF THE ARTICLES OF INCORPORATION Stéphanie Ernaelsteen, authorised representative