D'Ieteren Group

Pre-Annual General Meeting Information • Jan 5, 2011

S.A. D'IETEREN N.V. rue du Mail, 50 1050 Brussels VAT BE 0403448140 – Company Register Brussels

Information relating to the resolutions proposed to the Extraordinary General Meeting of the S.A. D'Ieteren N.V of 20 December 2010

As a result of the favourable evolution of the three activities of the D'Ieteren group and to the gradual recovery of the economic and financial environment, the share price has increased more than fourfold in two years, closing at EUR 421,12 on 18 November 2010.

Though shareholders can only be satisfied with this growth, the high price for one unit share is an obstacle to its integration into individual portfolios and reduces its visibility for some analysts. All these elements globally affect the share's liquidity and consequently its attractiveness for investors.

The Board of Directors has therefore proposed to the general meeting of shareholders to approve the split of all shares issued by the company – i.e. ordinary shares, VVPR strips (allowing for a reduced withholding tax rate) and participating shares – by exchange in the proportion of 10 new shares (or strips) for one existing share (or strip), with effect on 27 December 2010, and to approve the subsequent amendments to the Articles.

Those decisions enclosed in Resolutions 1.1 and 1.2. of the agenda, leave the shareholders' rights unchanged as the number of shares is multiplied in the same proportion as the one used to reduce the value of one share unit.

The Board also seized the opportunity of the shares exchange required for their split to anticipate the compulsory dematerialisation of bearer shares as of 1 January 2014. To that end, it has proposed to the general meeting of shareholders, under Resolution 1.3 of the agenda, to suppress the bearer form for the shares issued by the company. If this resolution is approved, the owners of bearer shares will have to convert those into registered or dematerialised shares before exercising any of the rights attached to the shares as from 27 December 2010.

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