Common use of Changes to the share capital Clause in Contracts

Changes to the share capital. As a matter of principle, changes to the share capital are decided by the General Meeting. The General Meeting may at any time decide to increase or decrease the share capital. Such resolution must satisfy the quorum and majority requirements that apply to amendments of the Articles of Association (see "Right to attend General Meetings"). Subject to the same quorum and majority requirements, the General Meeting may authorize the Board of directors, within certain limits, to increase the share capital without any further approval of the shareholders. This is the so-called authorized capital. This authorization needs to be limited in time (i.e., it can only be granted for a renewable period of maximum five years) and in scope (i.e., the authorized capital may not exceed the amount of the registered capital at the time of the authorization). See Section 5.1 (Information related to the capital increase) for an overview of the outstanding authorized capital. The RREC Legislation provides for specific rules to be complied with in case of capital increases, in addition to the requirements laid down in the Belgian Company Code. In the event of a capital increase for cash with the issue of new shares, or in the event of an issue of convertible bonds or warrants, the existing shareholders have a preferential right to subscribe, pro rata, to the new shares, convertible bonds or warrants. These preferential subscription rights are transferable during the subscription period. The General Meeting or the Board of directors, as the case may be, may decide to limit or cancel this preferential subscription right, provided certain conditions are satisfied. However, pursuant to the RREC Legislation, in case the preferential subscription right is limited or cancelled, existing shareholders must be granted a priority allocation right under the following conditions: • it pertains to the total amount of the new securities to be issued; • it is granted to the Existing Shareholders pro rata their stake in the share capital of the Issuer at the launch of the Offering; • the public offer period may not be shorter than three (3) business days; and • the maximum issue price per security is announced at the latest the day before the start of the public offer. The General Meeting has also authorised the Board of directors to increase the share capital through contributions in cash with cancellation or limitation of the preferential subscription right of the existing shareholders (but with application of the priority allocation right) in case of public takeover bids in accordance with the conditions laid down in the Belgian Company Code. Capital increases by contribution in kind must comply with the following conditions, which are laid down in the Belgian Company Code and in the RREC Legislation. Those conditions are summarised in the Articles of Association and below. • the identity of the person contributing in kind should be mentioned in a Board report; • the issue price cannot be lower than the lowest value between (a) a net asset value dated no longer than four months preceding the contribution agreement or, at the company's discretion, preceding the date of the deed enacting the capital increase and (b) the average market closing price of the thirty calendar days preceding that date. • unless the issue price and its modalities are determined and publicly disclosed at the latest on the business day following the conclusion of the contribution agreement specifying the term within which the capital increase shall effectively be realised, the deed related to the capital increase should be enacted within maximum four months; and • the report referred to hereabove should also explain the impact of the proposed contribution on the financial situation of the existing shareholders, in particular with regard to their share in the profits, in the net inventory value and in the capital as well as the impact with regard to the voting rights. These additional requirements are not applicable in case of a share issue related to a stock dividend. The preferential subscription right does not apply in the case of capital increases by contribution in kind.

Changes to the share capital. As a matter of principle, changes to the share capital are decided by the General Meeting. The General Meeting may at any time decide to increase or decrease the share capital. Such resolution must satisfy the quorum and majority requirements that apply to amendments of the Articles of Association (see "Right to attend General Meetings"). Subject to the same quorum and majority requirements, the General Meeting may authorize the Board of directors, within certain limits, to increase the share capital without any further approval of the shareholders. This is the so-called authorized capital. This authorization needs to be limited in time (i.e., it can only be granted for a renewable period of maximum five years) and in scope (i.e., the authorized capital may not exceed the amount of the registered capital at the time of the authorization). See Section 5.1 (Information related to the capital increase) for an overview of the outstanding authorized capital. The RREC Legislation provides for specific rules to be complied with in case of capital increases, in addition to the requirements laid down in the Belgian Company Code. In the event of a capital increase for cash with the issue of new shares, or in the event of an issue of convertible bonds or warrants, the existing shareholders have a preferential right to subscribe, pro rata, to the new shares, convertible bonds or warrants. These preferential subscription rights are transferable during the subscription period. The General Meeting or the Board of directors, as the case may be, may decide to limit or cancel this preferential subscription right, provided certain conditions are satisfied. However, pursuant to the RREC Legislation, in case the preferential subscription right is limited or cancelled, existing shareholders must be granted a priority allocation right under the following conditions: •  it pertains to the total amount of the new securities to be issued; •  it is granted to the Existing Shareholders pro rata their stake in the share capital of the Issuer at the launch of the Offering; •  the public offer period may not be shorter than three (3) business days; and •  the maximum issue price per security is announced at the latest the day before the start of the public offer. The General Meeting has also authorised the Board of directors to increase the share capital through contributions in cash with cancellation or limitation of the preferential subscription right of the existing shareholders (but with application of the priority allocation right) in case of public takeover bids in accordance with the conditions laid down in the Belgian Company Code. Capital increases by contribution in kind must comply with the following conditions, which are laid down in the Belgian Company Code and in the RREC Legislation. Those conditions are summarised in the Articles of Association and below. •  the identity of the person contributing in kind should be mentioned in a Board report; •  the issue price cannot be lower than the lowest value between (a) a net asset value dated no longer than four months preceding the contribution agreement or, at the company's discretion, preceding the date of the deed enacting the capital increase and (b) the average market closing price of the thirty calendar days preceding that date. •  unless the issue price and its modalities are determined and publicly disclosed at the latest on the business day following the conclusion of the contribution agreement specifying the term within which the capital increase shall effectively be realised, the deed related to the capital increase should be enacted within maximum four months; and •  the report referred to hereabove should also explain the impact of the proposed contribution on the financial situation of the existing shareholders, in particular with regard to their share in the profits, in the net inventory value and in the capital as well as the impact with regard to the voting rights. These additional requirements are not applicable in case of a share issue related to a stock dividend. The preferential subscription right does not apply in the case of capital increases by contribution in kind.