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Azelis Group NV — Governance Information 2026
Apr 10, 2026
3909_rns_2026-04-10_dc420826-7a95-4956-92f1-1b6420688560.pdf
Governance Information
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Free English translation of Dutch original
DRAFT
COORDINATED ARTICLES OF ASSOCIATION
DRAWN UP AFTER AND INCLUDING THE AMENDMENT OF
THE ARTICLES OF ASSOCIATION ON 13/05/2026
"Azelis Group"
public limited company
at 2600 Antwerp (Berchem), Posthofbrug 12 box 6
RPR Antwerp, Antwerp department 0769.555.240
VAT BE0769.555.240
[email protected]
https://www.azelis.com
The company was incorporated under the name "Akita Midco 1" by deed executed before notary Frank Liesse in Antwerp on 10 June 2021, published in the Annexes to the Belgian Official Gazette on 14 June 2021 under number 21336107.
The statutes were successively amended:
- by deeds to be read together before notary Frank Liesse in Antwerp on 10 September 2021 and 21 September 2021, the first deed of which concerns the minutes of an extraordinary general meeting of shareholders of the company held on 10 September 2021 that took its decisions under various conditions precedent and the second deed concerns a deed of determination in which the fulfilment of the various conditions precedent was established and as consequence of this the finalisation of all resolutions taken by the extraordinary general meeting, published together in the Annexes to the Belgian Official Gazette on 30 September 2021 under number 21116807, whereby the company name was changed to "Azelis Group" and
- after various capital increases and reductions and after the granting of various authorisations regarding authorised capital and the buy-back/disposal of own shares - completely new articles of association for a listed company;
- by deeds to be read successively executed on 16 and 19 May 2023 before notary Frank Liesse in Antwerp, published together in the Annexes to the Belgian Official Gazette on 25 May 2023 under number 23348438, deciding to increase capital (accelerated private placement with cancellation of statutory preferential rights) or establishing the realization of capital increase in the context of the authorized capital;
- by deed executed before notary Frank Liesse in Antwerp on 13 June 2024, published in the Annexes to the Belgian Official Gazette on 18 June 2024 under number 24406677, changing the date of the annual meeting;
- by deed executed before notary Frank Liesse in Antwerp on 13 May 2026, by extract electronically filed for publication in the Annexes to the Belgian Official Gazette.
Free English translation of Dutch original
TITLE I. LEGAL FORM - NAME - REGISTERED OFFICE - PURPOSE - OBJECT - TERM
Article 1. LEGAL FORM - NAME
The company has the legal form of a public limited company (Naamloze Vennootschap). It is a listed company.
Its name is "Azelis Group".
Article 2. REGISTERED OFFICE
The registered office of the company is located in the Flemish Region.
The registered office can be transferred within Belgium by decision of the board of directors, subject to compliance with the language legislation; the decision to transfer the registered office must be published as required by law.
The company may, by resolution of the board of directors, establish, in Belgium or abroad, administrative offices, operating offices, branches, representations and establishments.
Article 3. PURPOSE
The company has no other purpose than to distribute or deliver to its shareholders a direct or indirect capital gain.
Article 4. OBJECT
The object of the company is:
- The activities of a holding company in the broadest sense of the word, including, inter alia:
a. in its own name and for its own account or in the name and for the account of a third party, take participations in and invest in Belgian or foreign companies, businesses, activities, partnerships, joint ventures or other entities, with or without legal personality, listed or not listed on the stock exchange;
b. finance the aforementioned entities by means of underwriting, acquiring, transferring or otherwise dealing in shares, options, subscription rights, warrants, or other securities or other forms of capital financing, or by means of granting, underwriting, acquiring, transferring or in any other way dealing in loans, bonds, credit facilities or other forms of debt financing or debt instruments;
c. investing liquidity or assets in securities, cash or movable assets in the broadest sense of the word;
d. manage, capitalise and valorise the aforementioned participations and investments, inter alia by directly or indirectly participating in or by providing support in any other way to the governing body, to the management and operational management, in the control or liquidation of the entities in which it holds a participation and by providing support services or assistance in the field of project management and strategy, provide legal and tax management as well as internal control, accounting, treasury, financial control, management and administration, human resources management and administration, safety, environment, health and quality, information technology and data management, communication and public relations or any other services or assistance;
e. promote, plan and coordinate the development of the entities in which it participates, including by means of reorganisations and restructurings;
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f. conclude all financial transactions and financial agreements, except for the activities that are legally reserved to savings and deposit banks and to portfolio management and investment advisory companies;
g. participate, directly or indirectly, in the administration, management, control and liquidation of the companies in which it has an interest or participation and, in general, all transactions that are directly or indirectly, wholly or partly related to the activities of a holding company.
- The activities of a management company in the broadest sense of the word, including the performance of all advisory and management activities, the provision of all related services, be it strategic or coordinating and/or supporting in nature, including in particular:
a. consulting and advising with regard to the operational management of companies and enterprises, providing management assistance to and performing management tasks in companies and enterprises;
b. participating in the daily management and representing companies, performing all management assignments in companies, exercising mandates and functions in companies, including the mandates of director, manager or liquidator;
c. to carry out all studies, research and services in the field of market research, promotion, advice, prospecting, public relations and communication, documentation, publication, computerisation, digitisation, efficiency, planning, organisation, calculation, supervision, assistance in the field of management, consulting, business operations and management;
d. to provide advice of a strategic, financial (including accounting), logistical, economic, legal, tax, commercial or administrative nature, in the broadest sense, to carry out all commercial and financial operations, except those that are legally reserved for deposit banks, holders of short-term deposits, savings banks, mortgage companies and capitalisation companies;
e. assisting companies in the field of trade, industry, administration, computerisation and digitalisation, performing secretarial work, domiciliating companies, making offices, warehouses and manufacturing areas available, providing assistance to companies in the formation or sale, acquisition and merger of existing companies and activities, and more generally to do everything that is necessary or can be useful for the establishment, the operation and management of the companies.
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The construction, judicious expansion and management of real estate assets; all transactions relating to real estate and real estate rights such as leasehold and building rights and the lease financing of real estate to third parties, the purchase and sale both in full ownership and in usufruct and/or bare ownership, exchange, construction, renovation, maintenance, letting, renting, parcelling, prospecting and exploitation of real estate, the purchase and sale, rental and letting of movable property relating to the furnishing and equipment of immovable property and all transactions directly or indirectly connected with this purpose which are likely to promote the proceeds of the movable and immovable property.
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The creation, judicious development and management of movable assets, all transactions relating to movable property and rights, of whatever nature, such as
Free English translation of Dutch original
the acquisition by subscription or purchase and the management of shares, bonds, subscription rights, options, or other movable securities, of whatever form, of Belgian or foreign legal entities and companies, existing or to be established, including the granting of loans and credit facilities in any form, as well as the purchase and sale, import and export, commission dealing and representation of any movable property, intangible durable assets and/or rights in rem.
The above lists are not intended to be exhaustive but exemplary, so that the company can perform all acts that can contribute in any way, directly or indirectly, to the realization of the activities that it has as its object.
In addition, the company may carry out all commercial, industrial, financial movable and immovable transactions that are directly or indirectly related to or contribute to the activities that it has as its object, and it may provide all guarantees, guarantors, provide security of any kind and in any form whatsoever (including the establishment of a mortgage or the provision of pledge) both for itself and for all third parties, provided that it itself as an agent or representative of, or grant advances to the entities in which it has an interest.
The company may carry out the activities it has as its object for its own account, for the account of third parties or in collaboration with third parties, both in Belgium and abroad, in any way and means it would consider most appropriate.
The company will have to refrain from activities and/or activities that are subject to regulatory provisions insofar as the company itself does not comply with these provisions, without prejudice to the possibility of the company to have those activities and/or activities carried out as a subcontractor by third parties who do have the necessary permits and/or permissions.
Article 5. TERM
The company is incorporated for an indefinite term.
TITLE II. CAPITAL - SHARES
Article 6. CAPITAL
The capital of the company amounts to five billion eight hundred and seventy-nine million nine hundred and ninety-nine thousand nine hundred and sixty-three euros ten cents (€ 5,879,999,963.10).
It is represented by two hundred and forty-three million nine hundred and twenty-one thousand seven hundred and nineteen (243,921,719) shares, without nominal value, each representing an equal part in the capital.
Article 7. CAPITAL INCREASE
The capital may be increased by resolution of the general meeting in accordance with the conditions for amending the articles of association or, where appropriate, by the board of directors within the framework of the authorised capital.
A capital increase may be done by issuing new shares of the same type as the existing shares or shares of a new class which enjoy different rights or represent a different part in the capital. The new shares may be paid up by contribution in cash or by contribution in kind. The capital increase can also be done by converting reserves, with or without the issuance of bonus shares.
Article 8. PREFERENTIAL SUBSCRIPTION RIGHT
Free English translation of Dutch original
In the case of a capital increase by way of a cash contribution, the new shares subscribed in cash must first be offered to the existing shareholders in proportion to the share of the capital represented by their shares.
The general meeting may, subject to the attendance and majority requirements prescribed for an amendment to the articles of association, limit or cancel the preferential subscription right in the interest of the company.
In the event of a capital increase within the framework of the authorised capital, the board of directors may also limit or cancel the preferential subscription right, as set out in and in accordance with the authorisation in article 9 of these articles of association.
Article 9. AUTHORIZED CAPITAL
§1. For a period of five (5) years, counting from the date of publication of the deed of amendment of the articles of association dated 10 September 2021 (when the conditions precedent contained therein are met and the resolutions taken have effectively entered into force), which expires on 30 September 2026, the board of directors is authorised to increase the capital of the company in one or more instalments by a (cumulative) amount equal to a maximum of five billion six hundred and seventy-nine million nine hundred and ninety-nine thousand nine hundred and seventy-eight euros (€ 5,679,999,978.00).
When using its authorization within the framework of the authorized capital, the board of directors may, in the interest of the company, within the statutory limitations and conditions, limit or cancel the preferential subscription rights of the shareholders. This restriction or abolition may also be made for the benefit of employees of the company or its subsidiaries or for the benefit of one or more specific persons, whether or not employees of the company or its subsidiaries.
§2. For a period of five (5) years, starting 1 October 2026, the board of directors is authorised to increase the capital of the company in one or more times in the interest of the company and subject to the legal restrictions and conditions set out below:
1/ by an amount equal to a maximum of fifty percent (50%) of the capital in case the preferential subscription rights of the existing shareholders are respected;
2/ with an amount of maximum ten percent (10%) of the capital in case of a limitation or cancellation of the preferential subscription rights of the existing shareholders, as well as in case of a limitation or cancellation of the preferential subscription rights in favour of employees of the company or its subsidiaries or in favour of one or more specific persons, whether or not employees of the company or its subsidiaries.
The authorisations under 1/ and 2/ may be combined but never cumulated, meaning that the total amount by which the board of directors may increase the capital pursuant to these authorizations is always limited to maximum fifty percent (50%) of the capital.
This authorisation of the board of directors may be renewed in accordance with the relevant legal provisions.
Free English translation of Dutch original
§3. The capital increases decided upon pursuant to this authorization shall be made in accordance with the procedures to be determined by the board of directors; they can be made (i) by way of a contribution in cash or in kind, (ii) by conversion of available or unavailable reserves, and share premiums, with or without the issue of new shares, with or without preferential rights, with or without voting rights. The board of directors may also use this authorisation for the issuance of convertible bonds, subscription rights or bonds carrying subscription rights or other movable assets, or other securities.
§4 The board of directors is authorized, with the possibility of substitution, to bring the articles of association into line with the new capital and share situation after each capital increase established within the framework of the authorized capital and the resulting change in the amount of the capital and the number of existing shares.
Article 10. NATURE OF SHARES
The shares are in registered or dematerialized form, as permitted by law.
Shareholders may, at any time and at their own expense, request the conversion of their registered shares into dematerialised shares, and vice versa.
Article 11. TRANSFER OF SHARES
The transfer of registered shares is effected by a declaration of transfer, registered in the register of registered shares, dated and signed by the transferor and the transferee or by their proxies.
The company is also free to accept and enter in the share register a transfer, pledge, conversion or any other transaction relating to registered shares, which may be evidenced by correspondence or other probative documents confirming the consent of the parties.
The transfer of a dematerialized share (i.e., in book-entry form) is done by a transfer from account to account. The number of dematerialised shares in circulation at any given time is entered in the register of registered shares in the name of the settlement institution.
Article 12. INDIVISIBILITY OF SHARES
The shares are indivisible to the company.
If shares belong to more than one person in ownership, have been pledged, or if the rights attached to the shares are in joint ownership, are split into usufruct and bare ownership or in any other way belong to multiple beneficiaries, the company may suspend the rights attached to them until one single person has been appointed as the representative of the shares in question vis-à-vis the company.
In case of a split of a share into usufruct and bare ownership, the usufructuary will in principle represent the rights attached to such share, except in the event of a different agreement or deviating provision in the deed of establishment of the usufruct. Without prejudice to the foregoing, in the event of a dispute between the bare owner and the usufructuary about the existence or scope of such agreement or deviating provision, only the usufructuary will be allowed to participate in the general meeting and will be entitled to exercise the voting rights.
Article 13. DISCLOSURE OF SIGNIFICANT SHAREHOLDINGS
Free English translation of Dutch original
The legal requirements on the disclosure of major shareholdings in listed companies are fully applicable to the acquisition of shareholdings in the company, it being understood that the obligation to notify in accordance with the modalities and within the time limits prescribed by law arises upon the acquisition of a first shareholding of three percent (3%) of the voting rights in the company, without prejudice to the notifications required upon acquisition of a participation of five per cent (5%) and multiples of five per cent (5%) of the voting rights.
Article 14. CONVERTIBLE BONDS AND SUBSCRIPTION RIGHTS
The company may issue convertible bonds or subscription rights, whether or not attached to bonds, either by resolution of the general meeting adopted in accordance with the requirements for an amendment of the articles of association, or by resolution of the board of directors within the framework of the authorised capital.
Article 15. ACQUISITION OF OWN SHARES
§1. For a period of five (5) years from the publication of the deed of amendment of the articles of association dated 10 September 2021, expiring on 30 September 2026, the board of directors is authorized, in accordance with the applicable regulations and within the limits provided for in these regulations, to acquire, on behalf of the company, a maximum of twenty percent (20%) of its own shares and, where applicable, profit-sharing certificates or associated certificates, on or outside a regulated market, at a price that is determined in accordance with the relevant legal requirements, but which will in no case exceed ten percent (10%) below the lowest closing price of the last thirty (30) trading days prior to the transaction and no more than ten percent (10%) above the highest closing price of the last thirty trading days prior to the transaction. This authorisation also applies to the acquisition on or outside a regulated market by a direct subsidiary as referred to in and within the limits of the applicable regulations. If the acquisition by the company would take place outside a regulated market, even by a subsidiary, the company will have to comply with the applicable regulations.
§2. For a period of five (5) years from 1 October 2026, the board of directors shall have the broadest authorizations to acquire, subject to the applicable legal provisions, on behalf of the company up to ten percent (10%) of its own shares and, where applicable, profit participation certificates or certificates relating thereto, on or outside a regulated market, at a price determined in accordance with the relevant legal provisions but in no case exceeding ten percent (10%) below the lowest closing price of the last thirty (30) trading days prior to the transaction and shall not exceed ten percent (10%) above the highest closing price of the last thirty trading days prior to the transaction. That authorisation shall also apply to the acquisition on or outside a regulated market of shares and, where appropriate, of the company's profit participation certificates or depositary receipts relating thereto, by a directly controlled subsidiary of the company, where such acquisition is treated as an acquisition by the public limited company itself. If such an acquisition by the company or by a directly controlled subsidiary were to take place outside a regulated market, the legal provisions applicable to listed companies in such a case will have to be complied with.
Free English translation of Dutch original
The company, together with its direct and indirect subsidiaries and persons acting in their own name but on behalf of any of them, shall never hold more than ten percent (10%) of the total number of shares issued by the company. The board of directors may not make use of the aforementioned authorisation if and to the extent that this threshold would be exceeded.
§3. The board of directors is empowered to dispose of at any time and at such price as it determines, on or off the stock exchange (including to one or more specific persons who are not employees), part or all of the company's own shares and, where applicable, profit participation certificates or depositary receipts relating thereto, on or off the stock exchange (including to one or more specific persons who are not employees). or in the context of the remuneration policy to employees, directors or consultants of the company or its subsidiaries. That authorisation shall also apply to the disposal of the company's own shares and, where appropriate, of the company's profit shares or depositary receipts relating thereto, by a directly controlled subsidiary of the company, where such disposal is treated as a disposal by the company itself.
This authorisation is valid for an indefinite period of time.
Article 16. CERTIFICATION OF SHARES
The shares or other securities issued by the company can be certified.
The company's decision whether or not to cooperate with the certification is taken by the board of directors at the written request of the future issuer of the certificates. The board of directors may decide that the company shall bear the costs associated with the certificates and the costs associated with the establishment and operation of the issuer of certificates, insofar as such costs are in accordance with the interest of the company.
The holder or issuer of certificates, or any other third party, may only rely on the cooperation of the company for the issuance of the certificates if the company has confirmed its cooperation in writing to the issuer. The holders of certificates issued in this way can only exercise the rights conferred on them by law in respect of the company if the form of the certificates and the proof of ownership of registered certificates have been approved in writing by the company in advance.
TITLE III. GOVERNANCE AND CONTROL
Chapter 1: One tier board
Article 17. COMPOSITION OF THE BOARD OF DIRECTORS
§1. The company is managed by a collegial governing body, called a board of directors, composed of a minimum of five (5) and a maximum of eleven (11) directors, who shall be individuals or legal entities, whether or not shareholders, appointed by the general meeting. The directors are appointed for a maximum term of four (4) years and are eligible for reappointment. Their mandate can be revoked at any time by the general meeting.
When a legal entity is appointed as a director, it must specifically appoint an individual as permanent representative, to carry out the director's assignment in the name and on behalf of the legal entity. The appointment and termination of the permanent representative's assignment are subject to the same rules of disclosure as if
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the permanent representative were to carry out this assignment in his own name and on his own behalf.
If the position of a director becomes vacant, for whatever reason, the remaining directors have the right to co-opt a new director. Such co-optation is placed on the agenda of the next general meeting which must confirm the mandate of the co-opted director. In the absence of confirmation, the mandate of the co-opted director will end at the end of the next general meeting referred to above, without this affecting the regularity of the composition of the board of directors up to that time. The board of directors exercising its power of co-optation shall ensure that its composition meets the legal and statutory requirements.
As long as the general meeting or the board of directors, for whatever reason, does not fill a vacancy, the directors whose mandate have expired will remain in office if this is necessary for a validly constituted board of directors that meets the legal and statutory minimum number of directors. Even if a director resigns, this director will remain in office at the request of the company until the company can reasonably provide for his replacement.
The board of directors may appoint a chair. If the chair is absent from a meeting, the chairmanship shall be taken by another director who shall be appointed for this purpose at the meeting or, in the absence of such a decision, by the oldest director present at the meeting. If a legal entity is a director, the age of the permanent representative will be decisive for the application of the latter provision.
§2. The appointment and reappointment of directors is submitted by the board of directors to the general meeting for approval, based on the recommendations of the Remuneration and Nomination Committee.
§3. The board of directors shall have the right to appoint one or more observers who may attend the meetings of the board of directors without voting rights. Each observer is entitled to receive the same information as a director (including any information to which a director is legally entitled) and is bound by the same fiduciary and confidentiality obligations as a director.
Article 18. POWERS OF THE BOARD OF DIRECTORS
§1. The board of directors is authorised to perform all acts that are necessary or useful for the realisation of the purpose and object of the company, except for those for which other bodies of the company are authorised under the law or these Articles of Association.
§2. The board of directors may set up an executive committee to which it may delegate some of its powers, with the exception of those reserved to the board of directors by law or by its statutes. It is explicitly stated that such an executive committee is not a management board ("conseil de direction"/"Directieraad") as referred to in the regulation in the case of a dual management. The board of directors determines the composition, powers and functioning of the executive committee and appoints its members who may or may not be directors.
§3. The board of directors may delegate specific and limited powers to the managing director or the chief executive officer and to other members of the management of the company or its subsidiaries.
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Free English translation of Dutch original
§4. The board of directors must establish, subject to the applicable legal provisions, an Audit and Risk Committee and a Remuneration and Nomination Committee among its members. The board of directors shall determine the composition, powers and operation of these committees, in accordance with the relevant legal provisions. The board of directors may, in order to prepare the decisions to be taken by it, set up any other committee, the composition, powers and working methods of which it shall determine in accordance with the relevant legal provisions and these articles of association.
§5. The board of directors determines the powers attached to the tasks, delegations and mandates described in the previous paragraphs. The board of directors may revoke them at any time. The board of directors and the executive committee may, within the framework of their respective powers, confer special and specific powers on one or more persons of their choice, with or without the possibility of subdelegation to other persons and substitution while retaining their own powers.
Article 19. MEETINGS - DELIBERATIONS AND DECISIONS
The board of directors meets at least five (5) times a year. A meeting of the board of directors shall be convened whenever the interest of the company so requires by the chair or by two (2) directors acting jointly.
The convening shall be done in writing or by any other means of communication of which a material trace remains, at least two (2) working days before the date set for the meeting, except in the case of urgency which, where appropriate, must be duly justified in the convocation or in the minutes of the meeting. In cases of urgency, the time limit for convening shall not be less than twelve (12) hours. A director can renounce the absence or irregularity of the convening of the meeting; Such renunciation can happen both before the meeting and after the meeting at which he has not been present. In any case, a director who is present or represented at the meeting is deemed to have been regularly summoned or to have failed to attend the convocation.
Meetings of the board of directors shall be held on the day and time specified in the convening notice.
The meetings of the board of directors are held either physically at the place indicated in the convening notice, which may be in Belgium or abroad, or remotely by means of telecommunications which allow the directors participating in the meeting to hear each other simultaneously and to consult and deliberate with each other simultaneously and to exercise their voting rights, or a combination of the two aforementioned meeting techniques in which some directors are physically present at the meeting and some directors participate in the meeting by means of tele- or videoconference. Any person who participates in the meeting in accordance with the foregoing is deemed to be present at the meeting.
Any director who is unable to act may, in writing or by any other means of communication of which a tangible trace, grant a proxy to another director to represent him at a meeting of the board of directors and to vote on his behalf. Directors who are represented by proxy count towards the determination of the attendance quorum. A director can represent several other directors by proxy and will be able
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to cast, in addition to his own vote, as many votes as he has received from other directors.
An agenda adopted and communicated may not be deviated from at the meeting of the board of directors, unless all directors are present or represented at that meeting and unanimously agree to the proposed change to the agenda.
Article 20. QUORUM
§1. The board of directors can only validly deliberate and take decisions if at least half of the directors are present or represented. If that attendance quorum is not reached, a new meeting with the same agenda must be convened which will validly be able to deliberate and take decisions, if at least two (2) directors are present or represented.
§2. The attendance quorum required for this in §1 exceptionally does not apply in the event of an unforeseen emergency that obliges the board of directors to act quickly in order to comply with a statutory limitation period that could otherwise not be respected, or to prevent an imminent serious disadvantage for the company, to be duly justified in each case in the convocation or in the minutes of the meeting.
Article 21. DELIBERATION AND VOTING
All decisions of the board of directors are taken by a majority of the votes cast. In the event of a tie, the vote of the chair of the meeting shall not be decisive.
Article 22. CONFLICTS OF INTEREST
If a director has a direct or indirect interest of a financial nature that is contrary to the interest of the company as a result of a decision or transaction that falls within the competence of the board of directors, the director concerned must inform the other directors before the board of directors takes a decision. The relevant legal requirements must be complied with.
If several directors have a conflict of interest as mentioned above, and the legislation in force on conflicts of interest prohibits them from participating in the deliberation and/or voting in that regard, the relevant resolution may be validly taken by the other directors, even if the latter represent less than half of the directors.
Article 23. MINUTES
The decisions of the board of directors are recorded in minutes signed by the chair of the meeting, as well as by the other directors present who request them.
The minutes are entered or added to a special register.
Article 24. UNANIMOUS WRITTEN DECISIONS
The decisions of the board of directors may also be taken by unanimous written decision of all directors.
Article 25. COPIES AND EXTRACTS
A copy of the minutes of the board of directors or of the unanimous written decisions of the directors must be sent to each director and, where applicable, to each observer appointed in accordance with Article 17, §3 of these articles of association.
The copies and extracts of the minutes of the board of directors or of the unanimous written resolutions of the directors intended for third parties are signed by
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the chair of the board of directors, by two (2) directors together or by the CEO (as defined below).
Article 26. INTERNAL RULES
The board of directors is empowered to draw up internal rules with internal and obligatory consequences for the members of all management bodies and committees established in accordance with these statutes. The internal rules cannot affect the powers of the company's bodies or the organisation and working methods of the general meeting.
The internal rules and any amendments thereto must be published in accordance with the applicable legal, regulatory and statutory provisions.
The last approved version of these internal rules dates from 1 August 2023. The board of directors may amend the internal rules and amend and make public the aforementioned reference in the articles of association.
Chapter 2. - DAILY MANAGEMENT
Article 27. APPOINTMENT AND DISMISSAL
The board of directors may entrust the daily management of the company and the representation of the company in respect of that management to a managing director or a managing director who is further referred to in these articles of association as "chief executive officer" or abbreviated to the "CEO".
The board of directors appoints and dismisses the CEO on the advice of the Remuneration and Nomination Committee.
Article 28. POWERS
In addition to daily management, the CEO may also be entrusted with specific and limited powers conferred on him by the board of directors or, where applicable, the executive committee established in accordance with Article 18, §2 of these Articles of Association.
The CEO is also responsible for implementing the decisions of the board of directors.
Unless expressly decided otherwise by the board of directors or, as the case may be, the executive committee and within the limits of daily management and the specific powers granted to the CEO by the board of directors and/or the executive committee or under these articles of association, the CEO himself may delegate special and limited powers to any other person. Unless the board of directors or, where appropriate, the executive committee expressly decides otherwise, the CEO may authorise sub-delegation of these powers. The CEO shall, where appropriate, inform the board of directors and/or the executive committee (as the case may be) of such sub-delegation of powers.
Chapter 3. Representation of the company
Article 29. REPRESENTATION ARRANGEMENTS
The company is represented in all its actions, in and out of court:
1° acting jointly by two (2) directors;
2° acting by the CEO alone, within the limits of daily management and any other specific powers by express decision of the board of directors or the executive committee;
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3° in the event of the establishment of an executive committee in accordance with Article 18, §2 of these articles of association, by two (2) members of the executive committee acting jointly, within the limits of the powers delegated to such an executive committee;
4° by any other person acting as special proxyholder of the company within the limits of the mandate granted to him by the board of directors, the executive committee or the CEO, as the case may be.
Chapter 4. - Remuneration
Article 30. REMUNERATION
The general meeting decides whether or not to grant remuneration to the members of the board of directors for the exercise of their directorship.
The company establishes a remuneration policy with regard to the directors, any other persons in charge of management and persons in charge of day-to-day management.
The company is allowed to deviate from all possible legal restrictions, from which deviation by the articles of association is permitted, which apply to the remuneration or remuneration of directors, any other persons in charge of management and persons in charge of daily management because the company is a listed company.
Article 31. COSTS AND EXPENSES
The normal and justified expenses and expenses, which the directors can claim as incurred in the context of the exercise of their directorship, will be reimbursed and charged under the general costs.
Chapter 5. - Control
Article 32. APPOINTMENT AUDITOR
The audit of the financial situation, of the annual accounts and of the regularity, with regard to the law and these articles of association, of the transactions to be reflected in the annual accounts is entrusted to one or more auditors. Each statutory auditor is appointed and remunerated by decision of the general meeting in accordance with the applicable legal provisions.
Each statutory auditor is appointed for a renewable term of three (3) years, with the possibility of reappointment subject to the relevant restrictions for a listed company.
TITLE IV. GENERAL MEETING
Article 33. POWERS
Throughout these articles of association, "general meeting" refers to the general meeting of shareholders.
The resolutions of the general meeting are binding on all shareholders, even those who were absent and those who voted against.
All shareholders who are in the same circumstances must always be treated equally. The general meeting only exercises the powers conferred on it by law or by these statutes.
Only the general meeting may grant rights to third parties which have a significant impact on the company's assets or give rise to a substantial debt or obligation
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on the part of the company, where the exercise of those rights is subject to the launch of a public bid for the company's shares or to a change of control exercised over it.
Article 34. ORDINARY GENERAL MEETING - OTHER GENERAL MEETINGS
The ordinary general meeting will be held every year on the second (2nd) Thursday of the month of May at eleven o'clock (11.00 a.m. CEST). If that day is a public holiday in Belgium, the annual meeting will be held at the same time on the preceding or next working day, as determined by the board of directors, as the case may be. The ordinary general meeting is held at the registered office of the company or at any other place indicated in the convocation.
An extraordinary or special general meeting may be convened whenever the interests of the company so require. Such general meetings are held on the day, time and place indicated in the convocation.
Article 35. SUMMONS
Notices to the ordinary, special or extraordinary general meetings are initiated by the board of directors or the statutory auditor(s). The board of directors or the statutory auditor(s) must convene the general meeting when shareholders representing one tenth (1/10) of the capital so request.
Notices to the general meetings are made in accordance with the applicable legal provisions.
Any shareholder as well as any other person who must be summoned pursuant to any legal provision may waive the summons formalities. In any event, any person to be invited who is present or represented at the meeting shall be deemed to have been duly summoned and to have failed to attend.
Article 36. AGENDA
§1. The general meeting cannot validly deliberate or take decisions on items that are not included in the announced agenda or are not implicitly contained therein.
§2. One or more shareholders who together hold at least three percent (3%) of the capital of the company may, in accordance with the applicable legal provisions, have items to be discussed placed on the agenda of the general meeting and submit proposals for resolutions on items included or to be included on the agenda, provided that they prove that they are in possession of the required share in the capital on the date of their request, either by means of a certificate of registration of the shares in question in the register of registered shares of the company, or by means of a certificate drawn up by an approved account holder or settlement institution showing that the relevant number of dematerialised shares has been registered in their name on account.
Shareholders do not have this right in the event of a second extraordinary general meeting convened after a first extraordinary general meeting with the same agenda at which no decision could be taken on the agenda due to the failure to reach the required attendance quorum.
Shareholders must formulate their request in writing, attaching, as the case may be, the text of the subjects to be discussed and the corresponding proposed
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resolutions, or the text of the proposed resolutions to be placed on the agenda and proof of the required share in the capital. The company must receive the request no later than the twenty-second (22nd) day before the date of the general meeting and, if applicable, must publish the correspondingly supplemented agenda no later than the fifteenth (15th) day before the date of the general meeting.
Article 37. ADMISSION REQUIREMENTS AND FORMALITIES
(a) Conditions for admission to the general meeting
A shareholder who wishes to participate in the general meeting and exercise his voting rights must:
1° have registered ownership of his shares in his name, at twenty-four hours (24:00 CET) on the fourteenth (14th) day before the date of the general meeting (the "registration date") either by their registration in the register of shares in the name of the company, or by their registration in the accounts of an authorised account holder or of a settlement institution, regardless of the number of shares held by the shareholder on the day of the general meeting; and
2° no later than the sixth (6th) day before the date of the meeting, notify the company, or the person appointed by the company for that purpose, that he wishes to participate in the general meeting via the company's e-mail address or the specific e-mail address indicated in the convocation to the general meeting, where applicable, by means of the proxy in accordance with the legal requirements for a listed company. To which is also attached a certificate from an approved account holder or settlement institution showing that the relevant number of dematerialized shares in their name is registered in an account on the record date.
An issuer of certificates relating to shares in the name of the company is obliged to report its status as issuer to the company, which shall record it in the relevant register. An issuer who fails to notify the company of this capacity may only participate in the vote at the general meeting if the written notification stating his intention to participate in the general meeting discloses his capacity as an issuer. An issuer of certificates relating to dematerialised shares is obliged to notify the company of its status as issuer before the exercise of any voting rights, and at the latest in the written notification in which he/she indicates that he/she wishes to participate in the general meeting. Failing this, these securities cannot participate in the vote.
(b) Powers of attorney of shareholders
Any shareholder who has voting rights may either participate in the meeting in person or give a proxy to another person, whether a shareholder or not, to represent him at the meeting and to cast his vote there. Except in cases where it is legally permitted to deviate from this, a shareholder may only appoint one person as proxy holder for a given general meeting. The appointment of a proxy holder by a shareholder is done by means of a proxy form that is made available by the company and signed by that shareholder. The company must receive the signed proxy form no later than the sixth (6th) day before the date of the meeting in accordance with the instructions in this regard included in the convocation to the general meeting. The appointment of a proxy holder is done in accordance with the relevant provisions of
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the applicable Belgian legislation on conflicts of interest, the maintenance of a register or any other applicable provisions.
(c) Entry formalities
Before being admitted to the general meeting, shareholders or their proxy holders who physically participate in the meeting are required to sign an attendance list, stating their first name, surname, place of residence or company name, company number and registered office, as well as the number of shares with which they participate in the meeting. The representatives of legal persons must submit the supporting documents establishing their power of representation as members of an administrative body or their mandate as a special power of attorney. The natural persons, shareholders, members of management bodies or proxy holders who participate in the meeting must be able to prove their identity.
(d) Other effects
Where appropriate, the holders of non-voting shares, non-voting profit participation certificates, convertible bonds, subscription rights or depositary receipts issued with the cooperation of the company will only be able to participate in the general meeting in an advisory capacity. They will be subject, mutatis mutandis, to the same conditions and formalities of admission and access as those imposed on shareholders.
Article 38. REMOTE VOTING PROCEDURE BEFORE THE GENERAL MEETING
If admitted in the convening notice, the shareholders who have fulfilled the eligibility conditions set out in Article 37 of these articles of association may vote remotely before the general meeting, by letter or via the company website, by means of a form made available by the company in accordance with the instructions in this regard included in the convocation. In the case of a vote by mail, the company must receive the signed form no later than the sixth (6th) day before the date of the meeting. The vote via the website can take place up to and including the day before the meeting.
If the convocation allows shareholders to vote remotely via the website, the company will ensure that the capacity and identity of the shareholder can be verified by the means of communication used as determined by the board of directors.
For the calculation of the quorum and majority rules, only the votes cast remotely by the shareholders who have met the eligibility conditions and insofar as the form made available by the company has been validly completed and returned to the company in good time.
Article 39. REMOTE PARTICIPATION IN THE GENERAL MEETING
The board of directors may offer shareholders the opportunity to participate remotely in the general meeting by means of an electronic means of communication made available by the company. With regard to compliance with the conditions of attendance and majority, the shareholders who participate in the general meeting in the previous manner are deemed to be present at the place where the general meeting is physically held. For the calculation of the quorum and majority rules, only those shareholders who have fulfilled the eligibility conditions set out in Article 37 of these articles of association shall be taken into account.
Free English translation of Dutch original
If the convocation allows remote participation in the general meeting, the board of directors will determine its conditions and modalities.
If necessary, the directors and the statutory auditor(s) can also participate remotely in the general meeting.
The company shall ensure that, when organising the remote participation in the general meeting, the company is able to verify, via the electronic means of communication used, the identity and capacity of the shareholder, in the manner determined by the board of directors.
Article 40. QUORUM
The general meeting of shareholders can validly deliberate, regardless of the part of the capital represented at the meeting, except in cases where a certain attendance quorum is required by law.
Article 41. DELIBERATION AND DECISIONS
§1. Each share entitles you to one (1) vote.
§2. Except in cases for which a special majority is required by law, all resolutions of the general meeting are taken by a simple majority of the votes cast. Abstentions and invalid votes are counted towards the quorum, but not towards the calculation of the denominator or numerator of the applicable majority.
Article 42. OFFICE
The general meeting is chaired by the chair of the board of directors or, in his absence or absence, by another director who is appointed for this purpose at the meeting by his colleagues.
The chair appoints the secretary, who does not have to be a director or shareholder.
If the number of shareholders at the meeting so requires, the meeting shall appoint one (1) or more vote counters on the proposal of the chair.
The chair, the secretary and any vote counters, together with any other directors who may be present, form the bureau of the meeting.
An attendance list is drawn up before the meeting opens; the bureau verifies this attendance list and all proxies submitted by shareholders and any voting forms, but the general meeting decides on the valid composition of the attendance list.
Article 43. MINUTES
Minutes of each general meeting are drawn up during the meeting in accordance with the relevant legal requirements. The minutes shall be signed by the members of the bureau and by the shareholders who request them.
The minutes are kept at the registered office of the company.
The copies and extracts of the minutes of the general meeting, which must be submitted in court or elsewhere, are signed by the chair of the board of directors, by two (2) directors together or by the CEO, except for the copies and extracts of the minutes that have been established by authentic deed and that are signed by the acting notary.
Article 44. POSTPONEMENT OF THE DECISION TO APPROVE THE ANNUAL ACCOUNTS
Free English translation of Dutch original
The board of directors has the right, during the ordinary general meeting, to postpone the decision regarding the approval of the annual accounts or any other related decision, for any reason whatsoever and without having to give reasons, for five (5) weeks. This postponement does not affect the decisions already taken on any other agenda items, unless the general meeting decides otherwise. The next meeting has the right to definitively adopt the annual accounts.
The board of directors must reconvene the general meeting, with the same agenda, within this period of five (5) weeks.
The admission conditions fulfilled for the first meeting and the proxies granted for the first meeting remain valid for the second meeting. New filings will be allowed within the time limits and under the conditions set out in Article 37 of these Statutes. At the second meeting, a final decision will be made on the postponed agenda items of the first meeting.
TITLE V. FINANCIAL YEAR - PROFIT APPROPRIATION - INTERIM DIVIDENDS
Article 45. FINANCIAL YEAR
The financial year begins on 1 January and ends on 31 December of each year.
After the close of each financial year, the board of directors presents the annual accounts, the consolidated financial statements, the annual report and any other legally required documents in preparation for the ordinary general meeting.
Article 46. PROFIT DISTRIBUTION
The ordinary general meeting decides on the approval of the annual accounts and on the appropriation of results. An amount of one twentieth (1/20th) of the net profit reported in the annual accounts is retained for the formation of a reserve fund until it has reached one/tenth (1/10th) of the company's capital.
On the proposal of the board of directors, the general meeting decides on the appropriation of the balance of the net profit.
Article 47. PAYMENT OF DIVIDENDS
The dividends paid by decision of the general meeting are paid at the times and at the places determined by the general meeting or by the board of directors.
Uncollected dividends expire after the lapse of five (5) years.
Article 48. INTERIM DIVIDENDS
The board of directors is authorised to distribute interim dividends from the result of the financial year or from the profit of the previous financial year as long as the annual accounts of that financial year have not yet been approved, subject to compliance with the statutory conditions.
Article 49. PROHIBITED DISTRIBUTION
The shareholders must repay any distribution they have received in breach of the applicable legal provisions if the company proves that the shareholders were aware of the irregularity or, in the circumstances, could not have been unaware of it.
TITLE VI. DISSOLUTION AND LIQUIDATION
Article 50. ALARM BELL PROCEDURE
a) If, as a result of a loss incurred, the net assets have fallen to less than half of the capital of the company, the board of directors must convene the general meeting
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to hold a meeting within two (2) months after the loss was determined, or should have been adopted by virtue of legal or statutory provisions, to decide on the dissolution of the company or on measures announced in the agenda to ensure the continuity of the company. to safeguard the company. Unless the board of directors proposes the dissolution of the company, the board of directors shall set out the measures it proposes to safeguard the continuity of the company in a special report made available to the shareholders fifteen (15) days before the general meeting at the registered office of the company.
b) The same procedure shall be taken if the net assets have fallen to less than one quarter (1/4th) of the capital of the company as a result of losses incurred, it being understood that the dissolution shall take place if it is approved by one quarter (1/4th) of the votes cast.
c) If the net assets have fallen below the legal minimum amount for capital in a public limited company, any interested party may claim the dissolution of the company in court. Where appropriate, the court may grant the company a period of time to regularise its situation.
Article 51. DISSOLUTION AND LIQUIDATION
In the event of dissolution of the company, for whatever reason, the liquidation is done by one (1) or more liquidators appointed by the general meeting. If the general meeting does not appoint a liquidator(s), the directors who were in office at the time of the dissolution resolution are considered to be liquidators vis-à-vis third parties.
The liquidators form a college. They have the most extensive powers for all acts that are necessary or useful for the liquidation of the company, without the need for special authorisation from the general meeting. However, the general meeting may at any time limit these powers by simple majority.
All assets of the company are realised unless the general meeting decides otherwise.
The surplus of the liquidation, after payment of all debts, charges and expenses of the liquidation, shall be distributed among the members in proportion to the share of the capital represented by their shares.
TITLE VII. GENERAL PROVISIONS
Article 52. NOTICES
Any notice under a statutory or statutory provision must be in writing as required by the relevant statutory or statutory provisions.
Notifications to a registered shareholder (or any other holder of registered securities of the company) shall be validly made to the e-mail address and/or postal address as communicated to the company at the time of accession, subject to any subsequent amendment notified to the company by written notification. Notifications to a director or the statutory auditor(s) are also validly made to the e-mail address and/or the postal address, as communicated to the company at the start of the mandate, subject to any subsequent amendment that is communicated to the company by written notification.
Article 53. CHOICE OF RESIDENCE
Free English translation of Dutch original
Any director, CEO and any other person in charge of day-to-day management or liquidator of the company, as well as any permanent representative of a director, CEO or any other person in charge of day-to-day management, or liquidator, who is domiciled abroad, shall be deemed to have chosen an address for service at the registered office of the company during the period of his term of office, where all summonses, service and summonses relating to the company's activity and its responsibility for its management can be validly served on him.
Any director, CEO and any other person in charge of daily management, or liquidator of the company, as well as any permanent representative of a director, CEO or any other person in charge of daily management, or liquidator, may make his or her own choice of address for service at the registered office of the company for all matters relating to the exercise of his mandate. Such choice of domicile may be invoked against third parties, subject to proper disclosure in accordance with the applicable legal provisions.
The holders of registered securities (shares and others) are obliged to notify the company of any change of address. In the absence of notification, they are deemed to have made an address for service at the last address they have given to the company, where all notifications and service can be validly served on them.
Article 54. WORKING DAYS
Unless explicitly stated otherwise in these articles of association, the terms "day" and "days" always refer to calendar days. Saturdays, Sundays and public holidays are not considered working days.
Article 55. GOVERNING LAW
All matters not expressly regulated in these articles of association shall be subject to the provisions of the Belgian Code of Companies and Associations, as amended from time to time, and shall also be subject to all other relevant legal and regulatory provisions of Belgian law that apply to the company by virtue of its capacity as a listed company, must be complied with by the company, the directors, the persons charged with day-to-day management, the auditor(s), the shareholders and any other holders of securities, insofar as these provisions in these articles of association have not been deviated from in an express and valid manner.
On behalf of the board of directors,
Notary Frank Liesse