Voting rights attached to the shares. Each shareholder of the Issuer is entitled to one vote per share irrespective of whether the share is an Ordinary Share or a Preferential Share. Each shareholder has the right to participate in and to vote at a shareholders’ meeting in person or by proxy. In accordance with the Articles of Association, proxies must be delivered to the Issuer at least six days prior to the shareholders’ meeting. The Board of directors may request Shareholders to use a standard form of proxy. Co-owners, usufructuaries and bare owners, creditors and debtors-pledgees must be represented respectively by one and the same person. Voting rights can be suspended in the circumstances provided for in the Belgian Company Code and in particular if the shareholder has not complied with its notification of major holdings obligations (see "Legislation and jurisdiction - Notification of major holdings"). In addition, in accordance with the Belgian Company Code, the voting rights attached to shares owned by the Issuer are suspended. Generally, the General Meeting has sole authority with respect to: • the approval of the annual financial statements and the remuneration report of the Issuer; • the distribution of profits; • the appointment and dismissal of the Issuer’s directors and statutory auditor; • the granting of release from liability to the directors and the statutory auditor; • the determination of the remuneration of the directors and of the statutory auditor for the exercise of their mandate, including inter alia, as relevant, (i) in relation to the remuneration of executive and non-executive directors, the approval of an exemption from the rule that share based awards can only vest during a period of at least three years as of the grant of the awards,
Voting rights attached to the shares. Following the transfer of the Shares to ARCC, ARCC shall obtain all of the rights attached to the Shares and all of the voting rights in the Company.
