As the required quorum was not met on April 27, 2004, another Extraordinary General Meeting was convened today with the same agenda. This meeting could validly resolve on the proposed modifications of the articles of association, regardless of the number of shares present or represented. All points, except for the authorisation to increase the share capital in the event of a public take-over bid on the assets of the company, were approved.
Renewal of the authorisation to increase the share capital.
The shareholders’ meeting authorised the Board of Directors for a period of five years to increase the share capital in one or more times by an amount equivalent to 35 million Euros.
The authorisation to increase the share capital in the event of a public take-over bid on the assets of the company for a period of three years was not renewed.
Decision to cancel 11,200,000 shares of the stock treasury
The shareholders’ meeting decided to cancel 11,200,000 shares of the treasury stock currently held by the company. The share capital is set at 140 million Euros represented by 128.8 million shares.
Renewal of the authorisation to buy back shares
According to Belgian law, this authorisation is limited to a maximum amount of 10 percent of the total of 128.8 million outstanding shares and to a period of 18 months starting at the date of the General Meeting which decides to authorise this. According to the approved proposal, the Board of Directors is able to buy back shares provided that the stock price is between 10 percent above or 20 percent below the average stock price of the 30 days preceding the buy back.
Furthermore, the Board of Directors has been empowered for a period of ten years to sell a maximum of 10% of the shares of the company.
Finally, the Extraordinary General Meeting has granted a power of attorney to two members of the Board of Directors for the co-ordination of the articles of association, as well as the formalities required for the Crossroads Bank for Enterprises (Kruispuntbank) and VAT administration.
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