Notice of extraordinary general meeting of shareholders

As no legal quorum was reached at the Extraordinary General Meeting held on Thursday 10 April 2014, the shareholders, the holders of subscription rights and the holders of debentures are requested to attend a second Extraordinary General Meeting of Shareholders to be held on Wednesday 14 May 2014 at 9:00 a.m. at Kortrijk Xpo Meeting Center, Doorniksesteenweg 216 (P7), 8500 Kortrijk, and which will validly deliberate and decide irrespective of the portion of the capital represented by the shareholders attending the meeting.

AGENDA

1 Special report of the Board of Directors

Report of the Board of Directors pursuant to Article 604 of the Companies Code, to specify the special circumstances in which the Board of Directors may use the authorized capital and the Board’s objectives in doing so.

2 Extension of the authority to purchase the Company’s shares

Proposed resolution: the general meeting resolves to extend the authority granted to the Board of Directors to purchase shares of the Company to prevent a threatened serious harm, and therefore to replace the text of the fourth paragraph of Article 12 of the Articles of Association with the following text:

"The board of directors is also authorized to acquire shares of the Company for its own account when such acquisition is necessary to prevent a threatened serious harm to the Company, including a public take-over bid for the Company’s securities. Such authorization is granted for a period of three years beginning from the publication in the Annexes to the Belgian Official Journal of the authorizing resolution of the extraordinary general meeting of shareholders of 14 May 2014. Such authorization may be extended for periods of three years.”

3 Extension of certain provisions relative to the authorized capital

Proposed resolution: the general meeting resolves to extend for three years the authority granted to the Board of Directors, subject to Articles 603 et seq., and in particular Article 607, of the Companies Code, to increase the registered capital of the Company in the case of a public take-over bid for the Company’s securities, by a resolution to be adopted by simple majority, and accordingly to replace the text of Article 44, 4° of the Articles of Association with the following text:

"4° The board of directors is authorized, for a period of three years from the publication in the Annexes to the Belgian Official Journal of the authorizing resolution of the extraordinary general meeting of shareholders of 14 May 2014, to increase the Company’s registered capital – by making use of the authorized capital – upon receipt by the Company of a notice from the Financial Services and Markets Authority of a public take-over bid for the Company’s securities, provided however:

• that the shares issued pursuant to the capital increase have to be fully paid up upon issue;
• that the issue price of such shares cannot be lower than the price of the bid; and
• that the number of shares issued pursuant to the capital increase cannot exceed ten per cent of the issued shares representing the capital prior to the capital increase."

4 Interim provisions

Proposed resolution: the general meeting resolves to replace the existing interim provisions at the end of the Articles of Association with the following text:

(a) The authority granted to the board of directors to acquire own shares pursuant to Article 12, fourth paragraph, of the Articles of Association by the resolution of the extraordinary general meeting of 9 May 2012 will continue in effect until the publication of the new authorization relative to the purchase of own shares referred to above.

(b) The authority granted to the board of directors relative to the authorized capital pursuant to Article 44, 4° of the Articles of Association by the resolution of the extraordinary general meeting of 9 May 2012 will continue in effect until the publication of the new authorization relative to the authorized capital referred to above.”