List of publication dates in accordance with Article 75, (2) of the Company Code.

Transcription

1 GBL - En GROUPE BRUXELLES LAMBERT GROEP BRUSSEL LAMBERT abbreviated to GBL Public Limited Company 1000 BRUSSELS, avenue Marnix, 24. Register of Legal Entities of Brussels Crossroads Bank for Enterprises, Business number VAT number BE List of publication dates in accordance with Article 75, (2) of the Company Code. INCORPORATION. A company established on January 4, 1902 by deed executed before Mr Edouard VAN HALTEREN, Notary in Brussels, published in the Appendices to the Moniteur belge of January 10, 1902 under number 176. AMENDMENTS TO THE ARTICLES OF ASSOCIATION. The company s term was extended on June 15, 1960 in accordance with the minutes drawn up by Mr Albert RAUCQ, Notary in Brussels, published in the Appendices to the Moniteur belge of July 4, 1960 under number The company s Articles of Association have been amended several times in accordance with minutes drawn up by Mrs Gilberte RAUCQ, Notary in Brussels, on December 5, 1972, on December 19, 1973, on March 6, 1979, on April 30, 1985, on March 12, 1987 (amending the name to GRANDS LACS COMETRA, abbreviated to COMETRA ), on April 29, 1987, on July 2, 1987, on October 30, 1987, on January 12, 1989, on May 17, 1989 (inter alia amending the name to ELECTRAFINA ), on June 27, 1989, on September 13, 1989, on January 16, 1990, on May 29, 1990, on January 14, 1991, on April 30, 1991, on January 15, 1992, on May 28, 1996, on June 27, 1996, on December 29, 1997, on December 29, 1998, on May 25, 1999, on January 12, 2000, on April 26, 2001 (two sets of minutes), on April 27, 2004,

2 GBL - En 2 on March 28, 2006, on April 26, 2006, May 5, 2006 and April 24, published respectively in the Appendices to the Moniteur belge of December 23, 1972, under number , of January 12, 1974, under number 166-2, of March 31, 1979, under number , of May 24, 1985, under number , of April 10, 1987, under number , of May 19, 1987, under number , of July 30, 1987, under number , of November 26, 1987, under number , of February 9, 1989, under number , of June 16, 1989, under numbers and 89, of July 27, 1989, under numbers and 15, of October 5, 1989, under numbers and 9, of February 9, 1990, under numbers and 15, of June 26, 1990, under numbers and 121, of February 5, 1991, under numbers and 319, of May 28, 1991, under numbers and 461, of February 11, 1992, under numbers and 11, of June 25, 1996, under numbers and 102, of July 25, 1996, under numbers and 102, of January 28, 1998, under numbers and 183, of January 22, 1999, under numbers and 797, of June 19, 1999, under numbers and 32, of February 8, 2000, under numbers and 34, of May 24, 2001 (two sets of minutes), under numbers and 50 and under numbers and 48, of May 27, 2004, under numbers and , of April 24, 2006, under numbers and , of May 12, 2006, under numbers and , of June 1, 2006, under numbers and and of May 24, 2007, under numbers and The company s Articles of Association have been amended on July 2, 2007 in accordance with the minutes (including the first ascertainement) drawn up by Mrs Sophie MAQUET, Associated Notary in Brussels, and published in the Appendices to the Moniteur belge of August 3, 2007 under numbers and The company s Articles of Association have been amended on July 4, 2007 in accordance with the minutes (including the second ascertainement) drawn up by Mrs Sophie

3 GBL - En 3 MAQUET, Associated Notary in Brussels, and published in the Appendices to the Moniteur belge of August 17, 2007 under numbers and The company s Articles of Association have been amended for the last time on April 12, 2011 in accordance with the minutes drawn up by Mrs Sophie MAQUET, Associated Notary in Brussels, and are to be published in the Appendices to the Moniteur belge. The list has been finalised after the amended Articles of Association have been drafted further to the minutes drawn up by Mrs Sophie MAQUET, Associated Notary in Brussels on April 12, COORDINATED ARTICLES OF ASSOCIATION AS OF APRIL 12, 2011 CHAPTER I. NAME, REGISTERED OFFICE, PURPOSE AND DURATION OF THE COMPANY ARTICLE 1. The company established is a public limited company governed by Belgian law. The company exists under the name GROUPE BRUXELLES LAMBERT in French, GROEP BRUSSEL LAMBERT in Dutch, abbreviated to GBL. The company makes public calls as defined in Article 438 of the Company Code. The company s registered office is located at Brussels, avenue Marnix 24. It may, pursuant to a simple resolution of the Board of Directors, be transferred to any other place. The company may, in a like manner, set up administrative or business offices, branches or agencies all over the world. ARTICLE 2. The company s object is to: 1. conduct, on its own behalf or on behalf of third parties, any real estate, financial and portfolio management transactions; to this effect, it may create companies or bodies, acquire shares therein, and conduct any financing, payment, lending, security or deposit operations; 2. carry out any studies and provide technical, legal, accounting, financial, commercial, administrative or management assistance, on behalf of companies or bodies in which it directly or indirectly owns

4 GBL - En 4 shares, or on behalf of third parties ; 3. provide, on its own behalf or on behalf of third parties, any transport or transit operations. The company may have an interest, through contribution or merger, in any companies or bodies already created or to be created, the object of which might be similar, related or connected to its own or that might be of such a nature as to confer any advantage in the pursuit of its corporate object. The corporate object may be amended by the general meeting in accordance with the Company Code s terms. ARTICLE 3. The company has been established on January 4, Its term has been extended for an unlimited duration. The company may be wound up early by a decision made by the general meeting in the manner laid down for an amendment to the Articles of Association. CHAPTER II. SHARE CAPITAL, SHARES, BONDS ARTICLE 4. The share capital is set at six hundred and fifty-three million one hundred and thirty-six thousand three hundred and fifty-six euros and fourty-six cents (653,136, EUR). The share capital is represented by one hundred and sixty-one million three hundred and fifty-eight thousand two hundred and eightyseven (161,358,287) shares without nominal value, each of them representing one/one hundred and sixty-one million three hundred and fifty-eight thousand two hundred and eighty-seven (1/161,358,287) of the share capital, numbered from 1 to 161,358,287. Each share is paid up in full. ARTICLE At the formation of the company, the share capital had been set at 25,000,000 francs, represented by 100,000 shares of 250 francs each. The capital was successively increased to 50,000,000 francs corresponding to 200,000 shares, 75,000,000 francs corresponding to 300,000 shares, 106,000,000 francs corresponding to 424,000 shares, 109,500,000 francs corresponding to 438,000 shares, 114,500,000 francs corresponding to 458,000 shares and 124,102,500 francs corresponding to 496,410 shares, respectively, pursuant to a decision of the Board of Directors made on January 6, 1909 and pursuant to decisions of the extraordinary general meetings held on May 22, 1911, December 20, 1927, December 28, 1928, December 30, 1929 and January 15, The shares were reimbursable in conformity with the amortisation schedules upon each issue of shares, the shares to be re-paid be-

5 GBL - En 5 ing converted into bonus shares. Once the ordinary general meeting held on June 21, 1972 made the decision to repay the shares, 94,950 shares had been converted into bonus shares, 401,460 shares still remaining to be repaid. Initially, 100,000 dividend shares existed, the number of which was increased to 496,410 as a result of several capital increases. The Agreement of February 5, 1965 between the Republic of Zaire and the company approved by the extraordinary general meeting held on April 9, 1965 cancelled these dividend shares. 2. The extraordinary general meeting held on December 5, 1972, consolidated the 401,460 ordinary shares and 94,950 bonus shares and replaced them by 119,355 shares, at the rate of 4 shares or 5 bonus shares for 1 share. 3. Pursuant to a decision of the extraordinary general meeting of December 19, 1973, the capital was increased to 214,140,880 francs by the creation of 86,594 shares without nominal value, in consideration for the contribution by way of the merger of the companies Société anonyme des Railways économiques de Liège-Seraing et Extensions, "Tramways électriques de Gand, société anonyme - Electrische Tramwegen van Gent, naamloze vennootschap" and "Tramways électriques du Pays de Charleroi et Extension, société anonyme", and then was increased to 300,000,000 francs by incorporation of a part of the capital gains resulting from the merger. 4. Pursuant to decisions of the extraordinary general meeting of March 12, 1987, each share was divided into 4 shares without nominal value. The capital was then increased to 2,060,794,000 francs by the creation of 4,835,116 shares without nominal value, in consideration for the contribution by way of merger of the assets and liabilities of the public limited company Cometra Oil Company. 5. Pursuant to a decision of the Board of Directors on April 29, 1987, within the framework of the authorised capital, the capital was increased by six hundred and eighty-six million, nine hundred and thirty thousand two hundred and forty francs (686,930,240) to two billion seven hundred and forty-seven million, seven hundred and twenty-four thousand two hundred and forty francs(2,747,724,240) by the creation of one million eight hundred and eighty-six thousand three hundred and one (1,886,301) new shares, subscribed for in cash and paid up in full. 6. By deed executed before Mrs Gilberte RAUCQ, Notary, on January 12, 1989, it was recorded that, as a result of the early redemption of one hundred and eighty thousand, six hundred and seventy-three (180,673) bonds, issued upon the decision of the general meeting of June 13, 1988, the capital was increased by sixty-five million, seven hundred and ninety-five thousand, three hundred and four francs

6 GBL - En 6 (65,795,304) to two billion, eight hundred and thirteen million, five hundred and nineteen thousand, five hundred and forty-four francs (2,813,519,544) by the creation of one hundred and eighty thousand, six hundred and seventy-three (180,673) new shares, paid up in full. 7. By deed executed before Mrs Gilberte RAUCQ, Notary, on May 17, 1989, it was recorded that, as a result of the merger by absorption of the public limited company ELECTRAFINA, the capital was increased by two billion, seven hundred and fifty-four million, nineteen thousand, six hundred and eleven francs (2,754,019,611) to five billion, five hundred and sixty-seven million, five hundred and thirty-nine thousand, one hundred and fifty-five francs (5,567,539,155), by the creation of seven million, five hundred and sixty-two thousand, five hundred (7,562,500) new shares, paid up in full. 8. Pursuant to a decision of the extraordinary general meeting of May 17, 1989 the capital was increased by two billion, five hundred and twenty-one million, three hundred and sixty-nine thousand, one hundred and thirty-eight francs (2,521,369,138) to eight billion, eightyeight million, nine hundred and eight thousand, two hundred and ninety-three francs (8,088,908,293) by the creation of six million, nine hundred and twenty-three thousand, six hundred and forty-five (6,923,645) new shares, subscribed for in cash and paid up in full. 9. By deed executed before Mrs Gilberte RAUCQ, Notary, on January 16, 1990, it was recorded that, as a result of the early redemption of one hundred and sixty-seven thousand and ninety-four (167,094) bonds, issued upon the decision of the general meeting of June 13, 1988, the capital was increased by sixty million, eight hundred and fifty thousand, two hundred and sixty-nine francs (60,850,269) to eight billion, one hundred and forty-nine million, seven hundred and fifty-eight thousand, five hundred and sixty-two francs (8,149,758,562) by the creation of one hundred and sixty-seven thousand and ninety-four (167,094) new shares, paid up in full. 10. By deed executed before Mrs Gilberte RAUCQ, Notary, on January 14, 1991, it was recorded that, as a result of the early redemption of nine thousand one hundred and six (9,106) bonds, issued upon the decision of the general meeting of June 13, 1988, the capital was increased by three million, three hundred and sixteen thousand one hundred and thirteen francs (3,316,113) to eight billion, one hundred and fifty-three million, seventy-four thousand, six hundred and seventy-five francs (8,153,074,675) by the creation of nine thousand, one hundred and six (9,106) new shares, paid up in full. 11. Pursuant to a decision of the Board of Directors, on April 30, 1991, in the framework of the authorised capital, the capital was increased by one billion, seventy-one million, five hundred and eightytwo thousand, two hundred and two francs (1,071,582,202) to nine bil-

7 GBL - En 7 lion, two hundred and twenty-four million, six hundred and fifty-six thousand, eight hundred and seventy-seven francs (9,224,656,877) by the creation of two million, nine hundred and forty-two thousand, five hundred and fifty (2,942,550) new shares, subscribed for in cash and paid up in full on subscription. 12. By deed executed before Mrs Gilberte RAUCQ, Notary, on January 15, 1992, it was recorded that, as a result of the early redemption of seventy-two thousand, seven hundred and sixteen (72,716) bonds, issued upon the decision of the general meeting of June 13, 1988, the capital was increased by twenty-six million, four hundred and eighty thousand, eight hundred and thirty-two francs (26,480,832) to nine billion, two hundred and fifty-one million, one hundred and thirty-seven thousand, seven hundred and nine francs (9,251,137,709) by the creation of seventy-two thousand, seven hundred and sixteen (72,716) new shares, paid up in full. 13. By deed executed before Mrs Gilbert RAUCQ, Notary, on January 19, 1993, it was recorded that, as a result of the early redemption of eleven thousand, four hundred and thirty-four (11,434) bonds, issued upon the decision of the general meeting of June 13, 1988, the capital was increased by four million, one hundred and sixty-three thousand, eight hundred and ninety-six francs (4,163,896) to nine billion, two hundred and fifty-five million, three hundred and one thousand, six hundred and five francs (9,255,301,605) by the creation of eleven thousand, four hundred and thirty-four (11,434) new shares, paid up in full. 14. By deed executed before Mrs Gilberte RAUCQ, Notary, on December 31, 1993, it was recorded that, the bond loan issued pursuant to a decision of the general meeting of June 13, 1988, had fallen due on December 31, 1993, that on the same date, the one million, sixtyeight thousand and nineteen (1,068,019) bonds, in respect of which no early redemption had been applied for, became repayable automatically as the loan fell due and that the amount of the redemption was ipso facto and automatically allocated to the subscription and the paying-up of the capital increase, in the sum of three hundred and eighty-eight million, nine hundred and thirty eight thousand, two hundred and eighteen francs (388,938,218) thus raising the capital to nine billion, six hundred and forty-four million, two hundred and thirty-nine thousand, eight hundred and twenty-three francs (9,644,239,823), by the creation of one million, sixty-eight thousand and nineteen (1,068,019) new shares, paid up in full. 15. Pursuant to a decision of the Board of Directors, on June 14, 1994, in the framework of the authorised capital, the capital was increased by one billion, two hundred and eight million, two hundred and eighty-four thousand, three hundred and twenty francs

8 GBL - En 8 (1,208,284,320) to ten billion, eight hundred and fifty-two million, five hundred and twenty-four thousand, one hundred and forty-three francs (10,852,524,143), by the creation of three million, three hundred and ten thousand, three hundred and sixty-eight (3,310,368) new shares, subscribed for in cash and paid up in full on subscription. 16. By deed executed before Mrs Gilberte RAUCQ, Notary, on May 28, 1996, pursuant to a decision of the general meeting, the capital was increased by two billion, seven hundred and eighteen million, six hundred and thirty-nine thousand, seven hundred and twenty francs (2,718,639,720) to thirteen billion, five hundred and seventyone million, one hundred and sixty-three thousand, eight hundred and sixty-three francs (13,571,163,863) by the creation of seven million, four hundred and forty-eight thousand, three hundred and twenty-eight (7,448,328) shares, subscribed for in cash and paid up in full. This capital increase was recorded by deed executed before Notary RAUCQ on June 27, By deed executed before Mrs Gilberte RAUCQ, Notary, on December 29, 1997, it was recorded that, as a result of the early redemption of three hundred and thirty-one thousand, four hundred and thirty (331,430) bonds, issued upon decision of the general meeting of May 28, 1996, the capital was increased by one hundred and twenty million, nine hundred and seventy-one thousand, nine hundred and fifty francs (120,971,950) to thirteen billion, six hundred and ninety-two million, one hundred and thirty-five thousand, eight hundred and thirteen francs (13,692,135,813), by the creation of three hundred and thirtyone thousand, four hundred and thirty (331,430) new shares, paid up in full. 18. By deed executed before Mrs Gilberte RAUCQ, Notary, on December 29, 1998, it was recorded that, as a result of an early redemption of two million, one hundred and thirty-eight thousand, six hundred and ninety-two (2,138,692) bonds, issued upon decision of the general meeting of May 28, 1996, the capital was increased by seven hundred and eighty million, six hundred and twenty-two thousand, five hundred and eighty francs (780,622,580) to forty billion, four hundred and seventy-two million, seven hundred and fifty-eight thousand, three hundred and ninety-three francs (14,472,758,393), by the creation of two million, one hundred and thirty-eight thousand, six hundred and ninety-two (2,138,692) new shares, paid up in full. 19. The extraordinary general meeting of May 25, 1999, - made the decision to convert the capital into euros, - recorded that, on the basis of the euro exchange rate into Belgian francs, the capital amounted to three hundred and fifty-eight million, seven hundred and seventy thousand, three hundred and nine euros and twelve cents (358,770, EUR) represented by thirty-

9 GBL - En 9 nine million, seven hundred and eleven thousand, seven hundred and sixty-eight (39,711,768) shares. 20. By deed executed before Mrs Gilberte RAUCQ, Notary, on January 12, 2000, it was recorded that, the bond loan issued pursuant to a decision of the general meeting of May 28, 1996, had fallen due on December 31, 1999, that on the same date, the twelve thousand, six hundred and fifty-four (12,654) bonds, in respect of which no early redemption had been applied for, became repayable automatically as the loan fell due and that the amount of the redemption was ipso facto and automatically allocated to the subscription and paying-up of the capital increase, in the amount of one hundred and fourteen thousand, three hundred and twenty euros and seventy-six cents (114, EUR) thus increasing the capital to three hundred and fifty-eight million, eight hundred and eighty-four thousand, six hundred and twenty-nine euros and eighty-eight cents (358,884, EUR), by the creation of twelve thousand, six hundred and fifty-four (12,654) new shares, paid up in full. 21. By deed executed before Mrs Gilberte RAUCQ, Notary, on April 26, 2001, both extraordinary general meetings resolved to: 1. replace the thirty-nine million, seven hundred and twentyfour thousand, four hundred and twenty-two (39,724,422) existing shares by one hundred and nineteen million, one hundred and seventy-three thousand, two hundred and sixty-six (119,173,266) new shares, of which forty-four million, four hundred and twenty-five thousand, five hundred and forty-five (44,425,545) should be shares with VVPR strips ; 2. increase the capital by six hundred and ten million, eight hundred thousand, six hundred and twenty-five euros (610,800,625 EUR) to nine hundred and sixty-nine million, six hundred and eighty-five thousand, two hundred and fifty-four euros and eighty-eight cents (969,685, EUR) by the creation of one hundred and seventeen million, eight hundred thousand and thirty (117,800,030) shares (of which forty-six million, nine thousand and thirty-five (46,009,035) should be shares with VVPR strips ) allocated fully paid up to the shareholders of the public limited company Groupe Bruxelles Lambert S.A. as a result of its absorption by way of merger (first general meeting); 3. cancel ninety-eight million, six hundred and seventy-three thousand, two hundred and forty-three (98,673,243) shares, twenty-three million, nine hundred and twenty-five thousand, five hundred and twenty-two (23,925,522) of which are shares with VVPR strips ;

10 GBL - En reduce the capital by four hundred and nine million, eight hundred and eighty-two thousand, six hundred and twentynine euros and thirty-four cents (409,882, EUR) to five hundred and fifty-nine million, eight hundred and two thousand, six hundred and twenty-five euros and fifty-four cents (559,802, EUR) by the transfer of the aforementioned amount to the Distributable Reserve (second general meeting). 22. By deed executed before Mrs Sophie Maquet, Notary, on April 26, 2006, ascertaining that the capital increase has in fact been completed at the end of the subscription period with preferential right (first ascertainement) decided by the Board of Directors on March 28, 2006 in the framework of the authorised capital, the capital was increased from five hundred and fifty-nine million eight hundred and two thousand six hundred and twenty-five euros and fifty-four cents (559,802, EUR) to five hundred and ninety-three million nine hundred and eighty-seven thousand five hundred and eighty-five euros and fourteen cents (93,987, EUR) by the creation and the issue of eight million four hundred and forty-five thousand four hundred and forty-four (8,445,444) new shares, subscribed for in cash and paid up in full at subscription. 23. By deed executed before Mrs Gilberte RAUCQ, Notary, on May 5, 2006, ascertaining that the capital increase has in fact been completed at the end of the subscription period with scrips (second ascertainement) decided by the Board of Directors on March 28, 2006 in the framework of the authorised capital, the capital was brought from five hundred and ninety-three million nine hundred and eighty-seven thousand five hundred and eighty-five euros and fourteen cents (593,987, EUR) to five hundred and ninety-five million six hundred and ninety-six thousand four hundred and fifteen euros and thirtynine cents (595,696, EUR) by the creation and the issue of four hundred and twenty-two thousand one hundred and sixty-nine (422,169) new shares, subscribed for in cash and paid up in full at subscription. 24. By deed executed before Mrs Sophie MAQUET, Notary, on July 2, 2007, ascertaining that the capital increase has in fact been completed at the end of the subscription period with preferential right (first ascertainment) decided by the Board of Directors on June 1, 2007 in the framework of the authorised capital, the capital was brought from five hundred and ninety-five million six hundred and ninety-six thousand four hundred and fifteen euros and thirty-nine cents (595,696, EUR) to six hundred and fifty million six hundred and fifty-one thousand nine hundred and ninety-nine euros and fifty cents (650,651, EUR) by the creation and the issue of thirteen million

11 GBL - En 11 five hundred seventy-six thousand eight hundred and fifty-seven (13,576,857) new shares, subscribed for in cash and paid up in full at subscription. 25. By deed executed before Mrs Sophie MAQUET, Notary, on July 4, 2007, ascertaining that the capital increase has in fact been completed at the end of the subscription period with scrips (second ascertainement) decided by the Board of Directors on June 1, 2007 in the framework of the authorised capital, the capital was brought from six hundred and fifty million six hundred and fifty-one thousand nine hundred and ninety-nine euros and fifty cents (650,651, EUR) to six hundred and fifty-three million one hundred and thirty-six thousand three hundred and fifty-six euros and fourty-six cents (653,136, EUR) by the creation and the issue of six hundred and thirtheen thousand seven hundred and sixty-four (613,764) new shares, subscribed for in cash and paid up in full at subscription. ARTICLE 6. Fully paid shares are bearer shares, dematerialised or registered shares, with the shareholder choosing within the limits set by law. They are registered until such time as they are fully paid. ARTICLE 7. Calls for capital shall be made by registered letter, at least one month before the date on which the payment is due. Should a shareholder fail to make payments for shares on the date fixed, interest shall be due at a legal interest rate as from the due date, without notice as the raising of court proceedings. If payment is not made within one month of falling due and eight days after a notice is published in the "Moniteur belge" and in a Brussels newspaper, the Board of Directors, in addition to any other legal remedies, shall have the right to proceed with the sale of the delinquent shares, on the Brussels Stock Exchange and via the intervention of a legally authorised agent, at the risk of the delinquent shareholders, who shall remain liable for the difference between the nominal value of the share and the sale price. The shareholders may only pay up their shares in advance under the conditions set by the Board of Directors. ARTICLE 8. The company may, without the prior authorisation of the general meeting, in accordance with Articles 620 and following of the Company Code and within the limits prescribed therein, acquire on the Stock Exchange or in any other way a maximum of thirty-two million two hundred seventy-one thousand six hundred fifty-seven (32,271,657) treasury shares at a unit price that may not be more than ten per cent (10%) below the lowest price of the twelve (12) months preceding the transaction or more than ten per cent (10%) greater than the highest

12 GBL - En 12 price of the last twenty (20) share listings preceding the transaction. This faculty includes acquisition on the Stock Exchange or in any other way of shares in the company by any of its direct subsidiaries, within the meaning and limits of Article 627(1) of the Company Code. If the acquisition is not made on the Stock Exchange, even if the shares are acquired from a subsidiary, it shall comply with Article 620(1) paragraph 5 of the Company Code and with Article 208 of the Royal Decree implementing the Company Code. The aforesaid authorisation shall be valid for five years beginning on twelve April two thousand eleven. The company may, without the prior intervention of the general meeting and with unlimited effect, in accordance with Article 622(2) paragraphs 1 and 2, 1 of the Company Code, alienate its treasury shares, on the Stock Exchange or in any other way, upon a decision of the Board of Directors. This faculty includes the alienation of shares of the company by any of its direct subsidiaries, within the meaning and limits of Article 627(1) of the Company Code. By a decision of the extraordinary general meeting on twelve April two thousand eleven, the Board of Directors was authorised to acquire and to alienate its treasury shares, in keeping with the conditions laid down by Articles 620 and following of the Company Code, when such acquisition or alienation is necessary to prevent serious and imminent injury to the company. This authorisation shall remain valid for three (3) years beginning on the date of publication of the aforesaid decision. ARTICLE 9. A register of the registered shares is kept electronically at the registered office. The ownership of a registered share shall be evidenced by entries in this register. The transfer of shares shall be done in accordance with the terms of Article 504 of the Company Code. Certificates confirming entries in the registry shall be delivered to the shareholders; these certificates shall be signed by two directors. In any case, no transfer of registered shares shall be done should payments for these shares fail to be made. ARTICLE 10. The transfer of bearer shares shall be done by simple manual conveyance of the securities. ARTICLE 11. A dematerialised share is represented by an entry in the name of its owner or of its holder via an authorised body, known as the account keeper. Shares that have been registered are transferred by transfer

13 GBL - En 13 from account to account; these transactions are undertaken by the account keeper via a body known as the clearing institution. Dematerialised shares in circulation are at all times registered in the register of registered shares of the company in the name of the clearing institution. ARTICLE 12. The rights and obligations attached to a share shall pass to the holder in due course. Where a share is owned by several shareholders, the company may suspend the exercise of the rights attached to the share until a single person has been designated as the owner of the share with regard to the company. Ownership of a share shall imply acceptance of the Articles of Association of the company and of the deliberations of the general meeting. The heirs or creditors of a shareholder may not, on any pretext whatsoever, demand that seals be affixed to the property and assets of the company, nor shall they interfere in any way in its administration. In order to exercise their rights, they shall refer to schedules of assets and liabilities of the company and to the resolutions of the general meeting. ARTICLE The share capital may be increased or reduced by a decision of the general meeting adopted in accordance with formal requirements and conditions for amending the Articles of Association. 2. The Board of Directors is also authorised to increase the share capital, in one or more occasions, in the amount of one hundred and twenty-five million euros (125,000, EUR); this authorisation is valid for a period of five years commencing on the date of publication of the minutes of the extraordinary general meeting of twelve April two thousand eleven. - This authorisation is renewable once or more, for a duration of no more than five years, by the general meeting of shareholders deliberating according to law. - The capital increases decided pursuant to this authorisation may be carried out through cash contributions, contribution in kind within legally prescribed limits, incorporation of available or unavailable reserves, or of share premiums, with or without the creation of new shares, preferential or otherwise, with or without voting rights, with or without subscription rights. - When in the context of this authorisation, the Board of Directors decides to increase the capital through the issue of new shares to be subscribed in cash, it may, acting in the company's interests and in accordance with legal provisions in force, limit or cancel existing share-

14 GBL - En 14 holders' preferential right of subscription, even in favour of one or more specific people other than employees of the company or of its subsidiaries. - In any case, the Board of Directors is entitled to conclude any agreement, with such clauses and terms as it shall see fit, in view to ensure the full or partial subscription of new shares to be issued. - When making use of the authorisation to increase the capital, the Board has the power, with possibility to substitute, to amend the Articles of Association for the purpose of modifying the amount of the share capital and, in the case of the issue of new shares, the number of shares, to complete the capital history and, through a transitional statutory provision, to state the extent to which it has made use of its power to increase the capital. 3. When the capital increase as decided by the Board of Directors comprises a share premium, its amount, after eventual application of expenditures to this premium, must be allocated to an unavailable account that, as the capital, shall constitute a guarantee for third parties and may only be reduced or cancelled by a decision of the general meeting deliberating under the quorum and majority terms required for a capital reduction, except it being incorporated into the capital by the Board of Directors as provided for in point 2. ARTICLE The company may issue bonds; they will be either registered shares or dematerialised shares. Bondholders may at any time request the conversion of their securities into the other form. 2. In the case of bonds other than those referred to in point 3 below, the decision may be taken by the Board of Directors, which shall determine the interest type and rate, the arrangements and timeframe for amortisation or repayment, special guarantees and any other terms of issue. 3. In the case of bonds convertible into or redeemable in shares, subordinated or not, of subscription rights or other financial instruments, whether or not attached to bonds or other securities that can give rise in time to capital increases, the decision shall be taken either by the general meeting deliberating under the terms prescribed by law, or by the Board of Directors within the limits of the authorised capital. To this effect, the Board of Directors is authorised to decide the issue of these securities, in one or more occasions, for such a maximum amount that the amount of the capital increases may result from the exercise of the conversion or subscription rights attached or not to such securities, shall not exceed the limit of the remaining authorised capital laid down by Article 13 of the Articles of Association. This authorisation is valid for a period of five years beginning on the date of publication in the Appendices to the Moniteur belge of the

15 GBL - En 15 minutes of twelve April two thousand eleven. This authorisation is renewable, in one or more occasions, for a duration of no more than five years, by the general meeting of shareholders deliberating according to law. When the Board of Directors issues the above securities, it is authorised to limit or cancel, in the interests of the company and according to legal provisions in force, the preferential subscription right of the existing shareholders, even in favour of one or several specific persons other than employees of the company or of its subsidiaries when the bonds issued are convertible into or redeemable in shares. When making use of its right to issue bonds convertible into or redeemable in shares or subscription rights or other financial instruments, the Board of Directors is authorised, with the power to substitute, to state in a transitional statutory provision the extent to which these issues could increase the capital and could increase the number of the issued securities, and when these bonds are converted or redeemed or in case the subscription rights or rights on other value are exercised, the Board may adjust in the Articles of Association the amount of the subscribed share capital and the number of the existing shares and complete the capital history. Insofar as share premiums exist, they shall be allocated to the "share premium" account which, as the share capital, shall constitute a guarantee for third parties and may only be disposed of in accordance with legal provisions in force for a share capital reduction, save where these premiums are incorporated into the capital account. CHAPTER III. MANAGEMENT AND SUPERVISION. ARTICLE 15. The company shall be managed by a Board of Directors made up of at least three directors who shall be appointed by the general meeting. The term of office may not exceed six years. In the event of a vacancy on the Board of Directors, such vacancy may be filled in accordance with Article 519 of the Company Code. Where a legal entity is appointed as a director, this legal entity must appoint a permanent representative charged with the performance of its mission in its name and on its behalf. This representative is liable to the same conditions and incurs the same civil and criminal responsibilities as if he were exercising the duties in his own name and on his own behalf, without prejudice to the joint and several liability of the legal entity represented. The legal entity may only dismiss the representative if a successor is appointed simultaneously. ARTICLE The Board of Directors shall elect, from amongst its members,

16 GBL - En 16 a chairman and may elect one or more vice-chairmen. 2. The Board of Directors may delegate the day-to-day management of the company to one or more of its members who have been named managing directors. If there are several managing directors in charge of this management, they shall act separately, jointly or as a college, in terms of the decision of the Board of Directors. The Board of Directors may delegate the management of part of the company business to one or more directors or proxies chosen from amongst its members or otherwise. The Board may also delegate special powers to any agent in accordance with Article 22 of these Articles of Association. 3. The Board of Directors may also delegate its management powers to a Management Committee set up from amongst its members or otherwise, provided such delegation does not concern the general policy of the company or all the acts reserved to the Board of Directors by law or by the Articles of Association. 4. The Board of Directors: a) creates from amongst its members an Audit Committee and a Remuneration Committee, in accordance with Articles 526(a) and 526(c) of the Company Code. b) may create from amongst its members and under its responsibility one or more advisory committees whose composition it shall define. 5. The Board of Directors allocates the duties, powers and the fixed or variable remuneration, charged to general overheads, of the persons to whom it delegates powers. ARTICLE 17. The Board of Directors may carry out all acts necessary or useful for achieving the company s objects, except those reserved by law or by the Articles of Association to any other bodies. ARTICLE 18. A meeting of the Board is held when called by the chairman, a vice-chairman or the director who replaces him as often as the company s interest requires so. Except in a case of an urgent convocation, the Board of Directors shall not validly deliberate and adopt its decision unless at least one half of its members are present or represented. Any director may give a proxy to one of his fellow directors, in writing or by any other means of (tele)communication having a physical medium, to represent him and vote on his behalf at a Board meeting. In this case, the delegator is considered to be present for the vote. Any director may also, provided at least half the directors are present in person, give his/her opinion and vote in writing or by any other means of (tele)communication having a physical medium. Any decision of the Board shall be taken by a simple majority of

17 GBL - En 17 the votes validly cast, the abstentions not being taken into account. Where votes are evenly divided, the Chairman of the meeting of the Board shall have a casting vote. If, during a meeting of the Board of Directors where the majority of members required to validly deliberate is present, one or more directors abstain in accordance with Article 523 of the Company Code, the resolutions shall be validly passed by a majority of the other members present at the meeting. ARTICLE 19. In exceptional cases duly justified on grounds of urgency and the interests of the company, the Board of Directors may pass resolutions by signing a document circulated amongst them. This approach may not be used either for the adoption of the annual accounts or for the use of the authorised capital. Decisions shall be taken unanimously by the directors. They shall sign either a single document or several copies of this document. These resolutions shall be as valid as if they had been passed during a meeting of the Board of Directors, duly convened and held, and shall bear the date of the last signature appended by the directors to the aforementioned document(s). ARTICLE 20. Any director may be authorised to take part in the deliberations of a meeting of the Board of Directors and vote thereat by any means of telecommunications, either orally or by video, designed for organising conferences between participants who are geographically separated and allowing them to communicate simultaneously. It is authorised to have recourse to such an approach during a meeting of the Board of Directors if the directors present at the meeting have previously and unanimously voted in favour of this approach; the directors shall have to determine whether, given the agenda of the meeting, this approach offers sufficient guarantees in order to unequivocally identify each participant, ensure the transmission and faithful reproduction of the debates and votes and guarantee the confidentiality of the deliberations and votes. The transmission must be interrupted as soon as a member of the Board considers that the aforementioned guarantees are no longer respected. Where these conditions have been fulfilled throughout the meeting of the Board, the director who has been duly authorised to use these means of telecommunication shall be considered as being present at the meeting and vote. ARTICLE 21. The deliberations of the Board of Directors and of the Management Committee, and of any other committees created from amongst

18 GBL - En 18 members of the Board, shall be recorded in minutes which shall be kept at the company s registered office. The minutes of the Board of Directors shall be signed by at least four directors, of which one managing director, present or represented for the deliberations and votes. Proxies may sign for the absent members they represent. Attachments to the minutes of the Board of Directors shall be signed by at least two directors, among them one managing director. Copies or extracts of the minutes shall be signed by the chairman, a vice-chairman, a managing director or two directors. ARTICLE 22. The Board of Directors, acting as a college, represents the company with regard to third parties and in judicial proceedings. The company shall also be validly represented with regard to third parties and in judicial proceedings, either in Belgium or abroad, (i) either by two Directors, acting jointly; (ii) or by any special agents, acting within the limits of their mandate. ARTICLE 23. The audit of the financial situation, the annual accounts and the regularity, from the viewpoint of the Company Code and the Articles of Association, of the operations to be recorded in the annual accounts, shall be entrusted to one ore more Statutory Auditors appointed by the general meeting of shareholders from amongst the members, natural persons or legal entities, of the Institut des Réviseurs d'entreprises. The Statutory Auditors are appointed for a renewable period of three years. If the Statutory Auditor is a company, it is required to appoint a permanent representative; in the event of a change of permanent representative due to death, illness or another cause, the change shall be published in the Appendices to the Moniteur belge. ARTICLE 24. The general meeting may award the members of the Board of Directors a fixed allowance, in the form of attendance fees or any other fees; these, together with those that may be awarded in accordance with Article 16, are charged against overheads. The company may derogate from the provisions of Article 520(b), paragraph two, of the Company Code, with regard to the grant of stock options and shares to any person coming under the scope of these provisions. The Statutory Auditors are allocated a fixed allowance, which is charged against overheads, the amount of which is fixed, at the beginning of and for the period of the term of office, by the general meeting of shareholders. This allowance may be amended during the

19 GBL - En 19 term of office only with the consent of the general meeting and with the consent of the Statutory Auditor(s) concerned. CHAPTER IV. GENERAL MEETINGS. ARTICLE 25. The general meeting shall represent the entire body of shareholders and its resolutions, duly passed, shall be binding upon all shareholders, including absent or dissenting shareholders. ARTICLE 26. The annual general meeting of shareholders shall be held on the fourth Tuesday of April at 3.00 p.m., at the registered office or at any other place in the Brussels-Capital Region, as mentioned in the notice of meeting. If this day is an official holiday, the meeting shall be held the following working day. The general meeting may be convened on an extraordinary basis as often as the company's interests may require. A meeting must be convened at the request of shareholders representing one fifth of the share capital. Extraordinary general meetings are also held in the Brussels- Capital Region at the place mentioned in the notice of meeting. Acting unanimously, shareholders may take in writing all decisions that come within the powers of the general meeting, with the exception of those that must be adopted by an authenticated deed. ARTICLE 27. The notice convening any general meeting shall include the agenda and shall be issued in accordance with the law. The notices are sent thirty days before the meeting to the shareholders, bondholders or registered holders of subscription rights, holders of registered certificates issued with the collaboration of the company, the directors and Statutory Auditors, but it shall not be required to produce evidence that these formalities have been observed. ARTICLE 28. The general meeting shall consist of all the holders of shares. Each share entitles the holder to one vote. Unless otherwise decided by a majority of votes at the general meeting, voting shall be by a show of hands, by roll-call or electronically. Save as otherwise provided by law, the resolutions shall be passed, irrespective of the number of shares represented at the meeting, by a majority of the votes validly cast, abstentions not being taken into account. In an election where no nominee wins a majority of the votes, a second ballot shall be conducted between the nominees who have obtained the largest numbers of votes. In the event of an equality of votes in the second ballot, the older

20 GBL - En 20 nominee shall be elected. ARTICLE 29. The right to participate in the general meeting and to exercise voting rights is subject to registration in the accounts of the shares in the name of the shareholder on the fourteenth (14th) day preceding the general meeting of shareholders, at twenty-four hours Belgian time (the «Record date» ), or by their registration in the register of the company s registered shares, or by their registration in the accounts of an authorised custody account keeper or a clearing institution, but the number of shares held on the day of the general meeting of shareholders shall not be taken into account. The shareholders shall inform the company (or the person designated by the company for this purpose) of their intention to participate in the general meeting no later than the sixth (6th) day preceding the date of the meeting by sending a signed original document to this effect on paper, or if the notice of meeting so authorises, by returning an electronic form (in which case the form shall be signed by means of an electronic signature in accordance with any applicable provisions of Belgian law), to the address shown on the notice of meeting. The holder of dematerialised shares shall deposit (or have deposited) with the company (or with the person designated by the company for this purpose) no later than the sixth (6th) day preceding the date of the general meeting a certificate drawn up by the authorised custody account keeper or by the clearing institution certifying the number of dematerialised shares registered in the shareholder s name in its accounts on the date of registration, for which the shareholder has stated his intention to participate in the general meeting. In addition, for holders of bearer shares, the right to participate in the meeting is subject to the prior conversion of their bearer shares into dematerialised or registered shares. Any shareholder having voting rights may participate in the meeting in person or may be represented by a proxy. Save in the cases authorised by the Company Code, the shareholder may only designate, for a given general meeting, one person as his proxy. The designation of a proxy by a shareholder shall be made in writing or using an electronic form and must be signed by the shareholder, where appropriate, in the form of an electronic signature in accordance with any applicable provisions of Belgian law. The company must be notified of the proxy in writing or electronically at the address shown in the notice of meeting. The proxy must reach the company no later than the sixth (6th) day preceding the date of the general meeting. The holders of profit shares, non-voting shares, bonds, subscription rights or other securities issued by the company, as well as the