Machine Translated 29414by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL LAWS, DECREES, ORDINANCES AND REGULATIONS LAWS, DECREES, ORDERS AND REGULATIONS COURT OF ARBITRATION F. 99 — 2628 [C ÿ 99/21337] Judgment No. 70/99 of June 17, 1999 Roll numbers: 1382, 1407, 1408, 1409 and 1410 At issue: the appeals for annulment of article 131 of the law of 22 February 1998 on social provisions, inserting article 43ter in the law of 6 August 1990 relating to mutual societies and national unions of mutual societies, introduced by the National Union of Free Mutual Societies and Others. The Court of Arbitration, composed of presidents M. Melchior and L. De Gre`ve, and judges P. Martens, G. De Baets, E. Cerexhe, A. Arts and R. Henneuse, assisted e of the Registrar L. Potoms, chaired by the President M. Melchior, after deliberation, renders the following judgment: I. Object of the appeals By motions addressed to the Court by registered letters by post on 24 July, 1 September and 2 September 1998 and received at the registry on 27 July, 2 September and 3 September 1998, - the National Union of Free Mutualities, whose registered office is at 1150 Brussels, rue Saint-Hubert 19, Azimut- Mutualite´ libre, whose registered office is located at 1090 Brussels, rue Le´on The´odor 89, Mutualite´ Securex, whose registered office is located at 1140 Brussels, rue de Gene`ve 4, sa Financie`re de Hesbaye, whose registered office is at 4300 Waremme, avenue Reine Astrid 27, scrl Fiduciaire Charlier, whose registered office is at 4000 Rocourt, rue Vise´-Voie 1, - sa Banque d'epargne Argenta, whose registered office is established in 2018 Antwerp, Belgie¨lei 49-53, - G. Willaert, residing at ` 8850 Ardooie, Cauwestraat 13, - sa Argenta Assurances, whose registered office is established in 2018 Antwerp, Belgie¨lei 49-53, - the mutual society “Onafhankelijk Ziekenfonds Vlaanderen”, whose registered office is established at 9000 Ghent, Coupure Links 103, brought an action for annulment Article 131 of the law of February 22, 1998 on social provisions (published in the Belgian Official Gazette of March 3, 1998), which inserts article 43ter into the law of August 6, 1990 relating to mutuals ´s and national unions of mutual funds. These cases are entered under numbers 1382, 1407, 1408, 1409 and 1410 of the Court's list and have been joined. II. The procedure By orders of July 27, 1998 and September 2 and 3, 1998, the acting president appointed the judges of the seats in accordance with articles 58 and 59 of the special law of 6 January 1989 on the Court of Arbitration. The judge-rapporteurs felt that there was no reason to apply articles 71 or 72 of the organic law. By order of 16 September 1998, the Court joined the cases. The appeals were notified in accordance with article 76 of the organic law, by registered letter posted on September 16 and 28, 1998. The joinder order was served on the parties by registered mail on October 1 , 1998. The opinion required by article 74 of the organic law was published in the Belgian Official Gazette of October 6, 1998. Briefs were introduced by the Council of Ministers, rue de la Loi 16, 1000 Brussels, by registered letters by post on 2 November 1998 (in the case bearing number 1382 of the list) and 13 November 1998 (in cases bearing numbers 1407, 1408, 1409 and 1410 on the list). These memoirs were notified in accordance with article 89 of the organic law, by registered letter posted on December 11, 1998. Statements in response were submitted by: - sa Banque d'epargne Argenta, by registered letter by post on 8 January 1999; - sa Argenta Assurances, by registered letter dated 8 January 1999; - the 'Onafhankelijk Ziekenfonds Vlaanderen' mutual fund, by registered letter by post on 8 January 1999; - G. Willaert, by registered letter on January 8, 1999; - the National Union of Free Mutuals and others, by registered letter by post on 11 January 1999. By order of 16 December 1998, the Court extended until 24 July 1999 the time limit within which the judgment must be delivered. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29415 By order of February 10, 1999, the Court declared the cases ready for trial and fixed the hearing for March 17, 1999, after having invited the Council of Ministers to explain itself to the hearing on the pleas of inadmissibility raised in its briefs, in the light of the exhibits annexed to the briefs in response of the requesting parties. This order was notified to the parties and their lawyers by registered letter by post on February 11, 1999. At the public hearing of March 17, 1999: - appeared: . Me J.-P. Buyle and Me A. De ´ome, lawyers at the Brussels Bar, for the applicants in the case bearing number 1382 on the roll; . Me J. Cerfontaine, lawyer at the Antwerp bar loco Me J. Uyttersprot, lawyer at the Brussels bar, for the applicants in the cases bearing numbers 1407, 1408, 1409 and 1410 on the roll; . Me J. Vanden Eynde, lawyer at the Brussels Bar, for the Council of Ministers; - the judge-rapporteurs P. Martens and G. De Baets reported; - the aforementioned lawyers have been heard; - the cases have been adjourned. The procedure took place in accordance with Articles 62 et seq. of the organic law, relating to the use of languages before the Court. III. Place -A As to admissibility A.1. The National Union of Free Mutualities, the first applicant in the case bearing number 1382 on the roll, is a national union of mutualities; Azimut-Mutualite´ libre and Mutualite´ Securex, second and third applicants in the same case, and the “Onafhankelijk Ziekenfonds Vlaanderen”, applicant in the case bearing number 1410 of the role, are mutualities. They call for collaborations of the type that are prohibited by the contested provision. The Council of Ministers does not contest the admissibility of their appeals. A.2. Financie`re de Hesbaye sa and Fiduciaire Charlier scrl, fourth and fifth plaintiffs in the case bearing number 1382 on the roll, are secretaries of the Union professionnelle agricole. They provide their clients with various services in the tax, banking and social fields, as well as in that of insurance; in this context, they promote the social security products of the National Union of Free Mutualities and they provide the service of the mutualist section. According to them, in order to establish their interest, it is not required that they prove the existence of collaboration agreements with national unions and mutual societies, as they are referred to in the article 43 of the law of August 6, 1990 relating to mutual societies and national unions of mutual societies, this provision only concerns the organization of activities and services falling within the scope of mutual activity but entrusts to third parties, and not the contacts made between them and the mutual insurance sector. According to the Council of Ministers, the interest of these parties could only be admitted if they demonstrate the existence of a written agreement of collaboration with co-contracting mutualists having been adopted under the conditions prescribed by this article 43. A.3. Argenta Savings Bank, applicant in the case bearing the number 1407 of the roll, is a credit institution with offices and agents distributing not only banking and insurance products , but also mutualist services. Argenta Assurances sa, applicant in the case bearing the number 1409 of the roll, is an insurance company also offering services of this type. There is within the 'Onafhankelijk Ziekenfonds Vlaanderen', applicant in the case bearing the number 1410 of the roll, a subdivision, called 'Mutar' (abbreviation of 'Mutualiteit Argenta') constitutes of members from Argenta's clientele. The contested provision made any collaboration between, on the one hand, Argenta Savings Bank and Argenta Assurances sa and, on the other hand, mutual funds or national unions. Argenta Assurances sa also indicates that, for it and for its agents, this impossibility leads to significant reductions in income. According to the Council of Ministers, in the absence of filing in the file of the requesting parties of a collaboration agreement with mutual societies or national unions, it is impossible to assess to what extent their operation, their income or that of their agents would be affected by the contested provision, in such a way that its interest is not established. Given the marginal nature of the services concerned for these companies, the loss of income seems unlikely. The petitioners file exhibits showing that 328 of their agents or offices work for Mutar and that the contract between them and their agents provides for bonuses if the latter recruit new members in the mutual activity sectors. A.4. G. Willaert, applicant in the case bearing the number 1408 of the docket, is an independent agent of the sa Banque d'epargne Argenta and of the sa Argenta Assurances, exercising its activities in the areas of insurance intermediation, insurance distribution and the banking and credit sector, but also in the promotion, distribution and sale of mutual services. The impugned provision made it impossible to continue this latter activity. According to the Council of Ministers, as this applicant did not file any dossier, she did not justify the interest she advanced. In particular, it is impossible to assess its participation in agreements of the type prohibited by the contested provision or the existence and the amount of the commissions collected by it on a service mutualist. G. Willaert de´pose des pie`ces dont il re´sulte qu'elle est l'un des agents d'Argenta fournissant des services pour Mutar et qu'elle a be´ne´ficie´ en 1996 et en 1997 de commissions pour l'apport de membres pour Mutar et pour le « Independent Health Insurance Fund Flanders ». AT 5. In all cases, the Council of Ministers expresses a reservation as to the admissibility of the request, on the existence and compliance with the law and the articles of association of the decisions to lodge appeals. As for the background As to the pleas alleging discrimination between, on the one hand, mutual societies and national unions of mutual societies and, on the other hand, companies in the insurance and credit sector (first plea put forward by the requested parties rants in the case bearing the number 1382 of the list and sole ground raised by the applicants in the cases bearing the numbers 1407, 1408, 1409 and 1410 of the list) Machine Translated 29416by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL A.6.1.1. The first ground in the case bearing the number 1382 of the roll and the ground invoked by the applicants in the cases bearing the numbers 1407, 1408, 1409 and 1410 of the roll are taken from the violation of articles 10 and 11 of the Constitution. In so far as they refer to the new Article 43ter, paragraph 1 , of the Law of 6 August 1990, which concerns prohibitions applicable to mutual societies and national unions of mutual societies, the applicants criticize to this provision to be applicable only to them, and not to other persons having a similar field of action, such as banks, insurance companies, operators in the field of health and mutual insurance associations. Mutual funds and national unions are thus confined in their activities, which runs counter to their objectives of adapting to the needs of the population. The first three applicants (the National Union of Free Mutualities, Azimut-Mutualite´ Libre and Mutualite´ Securex) in the case bearing the number 1382 of the roll consider themselves to be particularly discriminated compared to other national unions and other mutualities. The National Union of Free Mutualities has in fact organized a specific network within which its delegates are at the same time insurance intermediaries or banking agents, a service global proximity being thus provided. This structure is linked to the history of this national union, formed around business mutuals, particularly in the banking and insurance sectors. Mutualite´ Securex participates in the Securex group, which includes a bank-insurance entity. Many mutuals in the union collaborate at the local level with brokers and banks. Mutualite´ Securex is an offshoot of the social services of the Professional Agricultural Union, to which it entrusts the local promotion and management of its products. Even if the impugned provision applies in the same way to the five existing national unions, these three applicants are therefore specifically targeted; their recourse does not seek to establish discrimination for their sole benefit. La partie reque´rante dans l'affaire portant le nume´ro 1410 du roˆle ("Independent Health Insurance Fund Flanders") s'estime also discrimine´e par rapport aux grandes mutualite´s. A.6.1.2. In that the plea relates to the new article 43ter, paragraphs 2 and 4 of the law of August 6, 1990, which concerns prohibitions applicable to intermediaries and insurance distributors or credit institutions , the organization of the network of these first three applicants is, according to them, endangered. The delegates concerned can no longer collaborate with the mutualities, which would deprive the fourth and fifth requesting parties (Financie`re de Hesbaye sa and scrl Fiduciaire Charlier) the possibility of providing the full service currently provided. The applicants in the cases bearing the numbers 1407, 1408 and 1409 on the roll (Argenta Savings Bank, G. Willaert, its agent, and Argenta Assurances) also consider that it there is discrimination in preventing them from promoting mutualist products, whereas mutual societies and national unions retain this possibility. A.6.1.3. Mutual funds and national unions, on the one hand, and insurance companies and banks, on the other, operate within a different legal and fiscal framework, but all these categories provide identical services. The maintenance of these differences cannot be justified, because of the competition between these operators, at least in the field of free and complementary insurance. Access to these services is in fact everywhere on a voluntary and optional basis, the system not operating on the basis of solidarity, but of course on that of selection and pricing. individual. The petitioners in the cases bearing docket numbers 1407, 1408, 1409 and 1410 file documents which they deduce confirm their analysis. According to them, these documents contradict the view of the Council of Ministers that these services would be compulsory and would involve no selection on the part of the beneficiaries. Despite article 9, § 2, of the organic law on mutual funds, only people under a certain age who can show proof of a sufficiently good state of health have access to it. The assertion of the Council of Ministers, according to which a member benefiting from additional services such as hospitalization insurance would have the right to enjoy them throughout his life, finds no support in any provision whatsoever. legislative; if the rule is included in the statutes of mutual societies or national unions, it should not be forgotten that these can be modified. To this end, mutual societies and national unions use commercial techniques that are not subject to the law on commercial practices, as confirmed by a recent presidential order, and this, in a context of public subsidies. They enjoy other advantages over banks and insurance companies. Because of the contested provision, banking and insurance agents can no longer offer the choice between insurance products and mutual insurance products, while the advantages granted to the mutual insurance sector allow to continue these competitive activities. In addition, the Court of Justice of the European Communities no longer allows players with a specific status to evade European competition law. Not only can public authorities be qualified as undertakings within the meaning of Articles 85 et seq. of the EC Treaty (Ho¨fner judgment, No C-41/90, of 23 April 1991), but it results in in addition to the FFSA judgment of 16 November 1995 that a non-profit organization managing a voluntary and complementary old-age insurance service is subject to competition law. According to the Garcia judgment of March 26, 1996, the non-application of this system to basic social security does not prevent its bodies from carrying out activities submitted. The provision in question is intended to unduly circumvent European law on the concurrence. It is also appropriate to apply European case law which requires a fair proportion between a measure of protection, in this case of the consumer, and the free movement of services, which could have the consequence of seeing the article 43ter in question declared inapplicable to foreign companies; this would create discrimination in relation to Belgian companies, both on the internal market and in the unified market. A.6.1.4. The attacked article 43ter of the law of August 6, 1990 reinforces this possibility for mutualities and national unions to deploy activities that do not normally fall within their field, which can no longer be compensated by the possibility previously offered to banks, insurance companies and their agents to collaborate with mutual insurance companies. The justification provided by the legislator for the contested provision, drawn from the specificity of the mutual insurance sector in relation to the commercial sector, does not allow, according to the applicants, to justify the difference in treatment, this specificity not being able to exclude any collaboration between the two, for example for complementary services. Already the new article 43bis of the law of August 6, 1990, inserted by the law in question, allows mutual societies to create new mutual societies rather than associations. not-for-profit within their national union for the organization of joint services, particularly in the field of free and complementary insurance; such is the purpose of this provision, which does not aim, as the Council of Ministers maintains, to refocus the activities of the mutual societies towards collaboration between them. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29417 The invocation by the legislator of article 9, § 2, of the law of August 6, 1990, according to which a member of a mutual insurance company cannot be excluded because of his age and his condition of health, does not further justify the distinction. This law allows membership restrictions to be introduced, taking into account the specific nature of certain services, or the creation of objective categories of insured persons subject to premiums. and different warranties. There is therefore no reason to give mutual societies an advantage over banks, insurance companies and their agents active in the mutual sector, especially since the activities free and complementary tend to increase in the mutualist sector. The fact that the general meeting of a mutual fund can modify its statutes at any time does not there is no longer any justification, since in any case the mutuality must respect its commitments with third parties. The measure is irrelevant: it prevents any effective action by mutual societies, but insurance companies and banks are not deprived of developing specific products for mutual societies. A.6.1.5. It is also disproportionate: the law of 1990 already guarantees the specificity of mutual societies by setting up financial and accounting control, as well as control of insurance techniques, by requiring the constitution of reserve funds. These systems are comparable to those practiced in the field of insurance. The Office for the Control of Mutual Funds and National Unions of Mutual Funds monitors compliance by mutual funds with the principles of provident insurance, mutual assistance and solidarity. The collaboration agreements referred to in Article 43, § 3, of the law must also be communicated to it. Since under article 30 of the law of July 14, 1991 on trade practices, the information is clear on the nature of the product offered, the prohibition of any collaboration is not negligible. necessary to avoid consumer confusion. In the case of a mutualist product, the ban on the joint organization of mutualist services is not justified. It was also possible to specify in the law that the mutuality services and the insurance products covered could only be the subject of collaboration under certain conditions. The protection of privacy, also invoked to enact the impugned provision, does not give it justification. The law of January 15, 1990 on the establishment and organization of a crossroads bank for social security and the organic law of December 8, 1992 contain appropriate provisions for this purpose. effect, especially in the medical field. In any case, these reasons do not justify the total ban on entering into the agreements in question. A.6.1.6. According to the applicants in the cases bearing the numbers 1407, 1408 and 1409 of the roll, the disproportion would also result from the excessive interference with the right to work guaranteed in particular by article 23 of the Constitution. and article 6 of the International Covenant of 19 December 1966 on economic, social and cultural rights. A.6.1.7. The applicants in the cases bearing the numbers 1407, 1408 and 1409 of the list dispute the figures produced by the Council of Ministers concerning the respective weight of free insurance in the mutualist sector compared to the banking sector and insurances. In their view, it is of little relevance to compare the overall turnover of these sectors; it would be more appropriate to compare each type of insurance, in particular in the field of hospitalization, in each of the sectors. A.6.2.1. The Council of Ministers recalls that the law of 6 August 1990 lays down the principles of provident insurance, assistance and solidarity as being the foundations of the action of mutual insurance companies, but authorizes mutual insurance companies and unions not only to take part in compulsory insurance, which must remain their main activity, but also to organize specific services in the areas of sickness and incapacity for work, in the compliance with these three principles. They can also develop aid, information and assistance activities. It is in this spirit that article 9, § 2, of the law prohibits the exclusion of a member because of his age or his state of health. The legislator deduced from this the need for a special status, under the supervision of the Control Office, in particular with regard to compliance with the aims of the law. The free insurance services of the mutual societies are not identical to those of the insurance companies: the contributions have been increased; hospitalization insurance only represents an annual collection of 3 billion francs; membership is compulsory; benefits per hospital day are limited; miscellaneous services, involving 13 billion francs, are limited to the health sector, specific to mutual insurance companies; insurances that are actually concluded freely should not be analyzed as prohibited joint offers. Pursuant to article 43 of the law, the collaboration agreements of mutual societies and national unions with third parties must be subject to the control of their general assembly, and this in financial transparency. ; they are also submitted to the Control Office. The desire to respect the specificity of mutualism in services to affiliates is reinforced by the new article 43bis of the law, inserted by the law of February 22, 1998, which aims to give preference to agreements between the mutual societies themselves, always respecting their rights and obligations. Complementary to this provision, the new article 43ter of the law, challenged by the present action, results from a parliamentary amendment justified by taking into account the characteristics of mutual societies and national unions making it necessary to avoid any confusion with the banking and insurance sectors; the other justification is inspired by the risk of seeing personal information passing from compulsory or complementary insurance to commercial activities. This provision is not intended to prohibit insurance companies from still offering health care products. A.6.2.2. According to the Council of Ministers, there is no possible comparison between insurance companies on the one hand and mutual societies and national unions on the other hand, because of the difference in insurance, the social nature of the activity of the latter, the financing and control of each other. He cites the opinion of the Council of State prior to the law of August 6, 1990 which, taking into account the ancillary nature of free and complementary activities in relation to compulsory insurance, admits that a different regime be set up between the two sectors, even for the said activities, but which also invites the Government to supplement the law then in draft to avoid that these activities free and complementary lose their accessory character. The article 43ter in question here aims to respond to this last wish by limiting collaboration, except with other mutual societies. This difficulty in comparing the two sectors also applies to mutual insurance, which comes under the insurance sector. All mutual funds and national unions are subject to the same regulations, which therefore cannot discriminate. It is the requesting parties themselves who wish to see the establishment for their benefit of a special regime for the maintenance of the agreements in force, while the public authorities can adapt their policy to the changing circumstances of the public interest. ne´ral and are not bound to guarantee the continuation of old practices. The comparison is even less relevant with regard to banks, whose activity is further removed from that of mutual societies than that of insurance companies. Machine Translated 29418by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL A.6.2.3. Still according to the Council of Ministers, the difference in treatment is based on an objective criterion, the new provision only applying to mutual societies and national unions. The legislator rightly underlined the essential difference, already explained above, between the activity of insurance and the service of mutual societies, which does not exclude the provision by them of free or complementary insurance; however, these are universal in nature, as shown in particular by the small risks sector, subject to a single scheme, as well as hospitalization insurance, compulsory under the statutes and therefore devoid of any selection. The relationship between the affiliates and their mutual or their national union is dynamic in nature, the statutes being able to be modified by the general assembly. The rights of affiliates in the event of dissolution, for example, are fully guaranteed since they have an absolute right to the reserve fund. The share of free and complementary insurance in the mutual insurance sector is derisory compared to the insurance and credit establishment sectors. If mutual societies benefit from certain advantages, such as public subsidization or non-subjection to European insurance law, they are compensated by legal constraints, such as the limitation of their health care activities, strong regulations, the impossibility of excluding a member constituting a "bad risk", their non-profit nature, the obligation of a financial balance in each service , the ban on international development and the low nature of the amounts involved. the Trade Practices Act, an amendment to that effect having been withdrawn during parliamentary discussion of the Act. The alleged distortion of competition between the mutualist sectors on the one hand and the banking and insurance sectors on the other does not result from the contested provision, but from Articles 3, paragraph 1, b), and paragraphs 2, 7, § 2, 26, § 1, and 27 of the law of August 6, 1990 and the royal decree of February 15, 1991 regulating the allocation of subsidies from the State in favor of free mutual insurance services, which has not been the subject of an appeal before the Council of State. The legislator considered it necessary to further increase the watertightness between the sectors. It was also to avoid the diversion of personal information to the commercial sector. The new article 43ter of the law of August 6, 1990 contributes, in the extension of article 43bis, to refocus the mutualities on their essential mission in terms of health, without excluding the improvement proximity to affiliates. A.6.2.4. The Council of Ministers continues its refutation by indicating that the measure is proportionate, the provision in question aiming to increase the specificity of mutual societies, any collaboration agreement not being excluded, but limited to the mutual sector. Similarly, the existence of legislation protecting privacy does not preclude the possibility of drastically preventing the risk of transferring personal information. The disputed prohibition is not absolute, as insurance companies retain full freedom to offer the public health care insurance. A.6.2.5. With regard to the violation of the right to work, the Council of Ministers indicates that article 23 of the Constitution does not appear among the provisions falling within the jurisdiction of the Court of Arbitration, that it has not in any case, no direct effect in the absence of legislative intervention. Alternatively, he considers that this right is not called into question by the contested article 43ter of the law of 6 August 1990. The absolute nature of a ban or the mere possibility of a drop in income do not in themselves justify a possible finding of unconstitutionality. Freedom of commerce and industry cannot in fact be conceived as an absolute freedom, the legislator cannot however infringe it without there being any necessity whatsoever or if this limitation is was disproportionate to the aim pursued. The objective of the legislator to see the establishment of collaborations with people other than mutual societies and to achieve maximum proximity with the affiliates is not jeopardized by the provision attacked. In fact, mutual societies can organize their activities referred to in article 3, b) and c) of the 1990 law into several departments; they may transfer to another national union organizing such services; article 43 of the law authorizes the creation of these services with any person other than a bank or an insurance company, in particular within the mutualist sector. The case law of the FFSA judgment of the Court of Justice cannot be applied in this case. It concerned a capitalization scheme whose benefits were directly correlated with the amount of contributions, which is not the case with the scheme in question. In its Poucet and Pistre judgment of 17 February 1993, the Court of Justice accepted the compatibility of the system referred to, comparable to the system criticized here, with all the provisions of the Treaty, the regime pursuing a social purpose, based on solidarity, and being subject to public control. As for the grounds which invoke a violation of Articles 10 and 11 of the Constitution, combined with the freedom of commerce and industry and with the right to work guaranteed by Article 23 of the Constitution (second and third plea in law put forward by the applicants in the case bearing the number 1382 of the list) A.7.1. The second and third pleas in the case bearing the number 1382 of the docket are taken from the violation of articles 10 and 11 of the Constitution, combined with the freedom of commerce and industry and with the right to work guaranteed by article 23 of the Constitution. Article 43ter of the law of August 6, 1990, inserted by the contested provision, calls into question, according to the applicants, the freedom of enterprise, which was nevertheless proclaimed on the occasion of the elaboration of this law, and this, in a way disproportionate to the aim pursued. A.7.2. The response of the Council of Ministers to these pleas coincides with that which it gives on this point to the arguments of the applicants in the cases bearing numbers 1407, 1408 and 1409 on the roll, re summarized in paragraph A.6.2.5 above. -B As to the object of appeals B.1. Under article 43 of the law of August 6, 1990, relating to mutual societies and national unions of mutual societies, “mutual societies and national unions [of mutual societies] may collaborate with persons under public law or private law”, according to the terms set by this provision, in particular the requirement of a written agreement, the competence of the general meeting approving and terminating it, information from the Office for the Control of Mutual Funds and National Unions of Mutual Funds and the annual report to the General Meeting. The law of 22 February 1998 on social provisions inserts a new article 43bis in its article 130 . According to this provision, “the mutual societies which are part of the same national union may organize together or group together certain services in a new entity to be created in the form of a mutual society with a view to execution of Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29419 certain tasks as stipulated in article 3 and this without prejudice to article 3, paragraph 2.” Under paragraph 2 of this new provision, “this form of collaboration is subject to a deliberation of the general meeting of the mutual insurance companies concerned, which is convened specifically for this purpose. » During parliamentary discussion of this law, an amendment was proposed with a view to inserting a new article 43ter , worded as follows: “Any agreement with a national union or a mutual society whose purpose is to promote , the distribution or sale of an insurance product within the meaning of the law of 25 June 1992 relating to land-based insurance or of a banking product within the meaning of the law of 22 March 1993 relating to the status and control of banking institutions. credit, even if these products have been specially designed for members of a health insurance fund or a national union or are reserved for them. Any agreement whose purpose is the promotion, distribution or sale of a service organized by a national union or a mutual society within the meaning of Articles 3 and 7, § 4, of this law is also prohibited. in the context of professional activities which fall totally or partially within the scope of the law of 27 March 1995 on insurance intermediation and insurance distribution or which fall [nt] banking activity within the meaning of the law of March 22, 1993 on the status and supervision of credit institutions. The promotion, distribution or sale of the products and services referred to in paragraphs 1 and 2 are presumed to irrefutably be carried out by virtue of a written or tacit agreement. The existing agreements referred to in paragraphs 1 and 2 cease to have effect on the first day of the fourth month following the coming into force of this section. (Doc. parl., Chambre , 1997-1998, n° 1184/11, pp. 12 and 13). It is this provision, inserted into the law of August 6, 1990 by article 131 of the law of February 22, 1998, which is the subject of the appeals. As to admissibility B.2. At the hearing, the Council of Ministers declared that it waived the objections of inadmissibility raised in its brief. As to substance B.3. The applicants invoke several forms of discrimination resulting from the fact that the contested provision henceforth prohibits the collaboration agreements referred to in article 43 of the law of August 6, 1990 allowing mutual insurance companies and national unions of mutual societies to promote, distribute or sell insurance products or banking products or allowing insurance companies or credit companies to promote, distribute or sell mutualist services. The applicants infer a discrimination between the national unions of mutual societies and the mutual societies on the one hand and the insurance companies and credit companies on the other hand with regard to the categories of activities that they can no longer carry out. The applicants belonging to the mutualist sector and having specific links with the insurance and banking sector also claim to be discriminated against in relation to other national unions or the mutualities which are affiliated to them because of the particular damage they suffer as a result of the impugned measure. B.4. When the Court examines a plea of unconstitutionality resulting both from identical treatment and from different treatment, it is based on the consideration that the constitutional rules of equality and non-discrimination do not exclude such treatment, provided that it is based on an objective criterion and that it is reasonably justified. The existence of such a justification must be assessed taking into account the purpose and effects of the measure criticized as well as the nature of the principles in question; the principle of equality is violated when it is established that there is no reasonable relationship of proportionality between the means employed and the aim pursued. As regards the pleas alleging discrimination between, on the one hand, mutual societies and national unions of mutual societies and, on the other, companies in the insurance and credit sector B.5. As the categories in question are made up of economic agents or institutions interested in the promotion, distribution or sale of mutual products or insurance products or banking products, they are concerned with activities which, despite their differences, are not far enough apart for them to be said to be non-comparable. This is particularly the case with regard to voluntary and complementary insurance, the products and services of which are offered both by the mutualist sector and by the sector of credit companies and insurance companies or their agents. . B.6. The contested provision was introduced by a parliamentary amendment justified as follows: “Although certain services and activities of national unions and mutual funds (for example the hospitalization service, guaranteed income,.. .) cover the same areas and could be assimilated to the products offered by the commercial sector of banking and insurance organizations, they are based on totally different principles. In accordance with article 2 of the law of August 6, 1990, they carry out their activities in a spirit of foresight, mutual assistance and solidarity, and do so on a non-profit basis. This means, among other things, that in application of article 9, § 2, and contrary to the commercial sector, they cannot exclude members because of their age or their state of health. Another important difference is that the rights and obligations of the members of a national union or a mutuality are fixed by the statutes, which can be reviewed or modified at any time by the general assembly. general. Because of these specific characteristics, national unions and mutual societies are subject to their own legal rules, set by the law of August 6, 1990. Given the essential differences in objectives between insurers and mutual societies on the one hand and insurance companies and banking organizations on the other, it is necessary to avoid any confusion on the part of the consumer. Moreover, it can also be pointed out that a distribution and distribution channels common to the two sectors, which have different objectives, increases the risk that personal information passes from the compulsory insurance or from the supplementary insurance for commercial activities. This could result in a violation of the privacy rights of those insured. (Doc. parl., Chambre , 1997-1998, n° 1184/11, p. 13) The new article 43ter of the law of August 6, 1990 was thus mainly justified by the need, in the interest of consumer protection, to preserve the specificity of the mutual sector, based on the principles of foresight, mutual assistance and solidarity and subject to specific legislation, as well as the desire to better protect the privacy of policyholders s against any transfer of personal information from compulsory and complementary insurance to commercial insurance. Machine Translated 29420by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL B.7.1. As it had done in its judgment no. », as basic principles of the law of August 6, 1990, do not preclude mutual insurance companies from offering free and complementary services to their members. However, the activities of mutual societies differ essentially from those of insurance companies. and credit companies and that the mutual societies pursue objectives other than these. The contested measure, which aims to reinforce this distinction in the eyes of the consumer and to avoid any confusion between the sector of mutual societies and the commercial sector of banks or insurance companies, is relevant in relation to the goal pursued. It is not disproportionate to this: it does not prevent company mutual societies from continuing their activities without restrictions under the control of the Office provided for by law, in the compliance with the basic principles of organic legislation. B.7.2. The legal control exercised over all the activities of mutual societies, which has been further reinforced by the new article 43bis, does not prevent the legislator from adopting additional measures to avoid confusion”. B.7.3. Furthermore, the legislator may reasonably consider that the laws relating to trade practices and the protection of privacy are not sufficient to guarantee compliance, by mutual societies, with the principles base mentioned above. B.7.4. It is also argued that the impugned provision would excessively impair the right to work and the freedom of commerce and industry. The right to work and freedom of trade and industry are not absolute. The legislator may be led, in the economic sector as in other sectors, to limit the freedom of action of the persons, institutions or companies concerned, which will necessarily have an impact on the right to work and on freedom of commerce and industry. These limitations would only be discriminatory if they were operated without any need to do so or if they were disproportionate to the aim pursued, which, as has been stated above, is not the case here. B.8. The pleas alleging discrimination between, on the one hand, mutual societies and national unions of mutual societies and, on the other hand, companies in the insurance and credit sector, are not founded. As for the pleas alleging discrimination between, on the one hand, mutual societies having specific links with the insurance and credit sector and the national union to which they are affiliated and , on the other hand, the other mutualities and national unions B.9. The second and third applicants in the case bearing number 1382 on the roll and the applicant in the case bearing number 1410 on the roll are mutual societies which are part of the National Union of Free Mutualities, first applicant in the case bearing the number 1382 of the roll. They argue that discrimination arises from the equal treatment of the applicants, compared to other national unions and mutual societies, in that the contested provision henceforth prohibits any collaboration agreement between the mutual societies and national unions with persons governed by private or public law with regard to the promotion, distribution or sale, on the one hand, of insurance products or banking products and, on the other hand, of services organized by mutual insurance companies. These applicants rely on their specific character resulting from their origin and their orientation. to the banking and insurance sector. B.10. With regard to the contested measure, which has a direct link both with the activities of mutual societies and with the activities of the banking and insurance sectors, it must be admitted that these mutual societies and the national union to which they belong can be distinguished from mutual societies and national unions which are not specifically aimed at the banking and insurance sectors. B.11. The specificity invoked by the applicants is not of such a nature, in view of the objective pursued, that it would prevent the legislator from adopting the contested measure. Although the legislator has established a distinction between the obligatory activities and services of mutual societies and their complementary free activities, this measure is in fact justified since it tends to avoid the establishment of commercial links between establishments from the market sector and the non-market sector, in order to ''avoid any confusion'' in the mind of the consumer. B.12. The pleas are unfounded. As for the pleas that invoke a violation of Articles 10 and 11 of the Constitution, in combination with the freedom of commerce and industry and with the right to work guaranteed by article 23 of the Constitution B.13. These means are the same as the one examined in B.7.4. For the reasons set forth therein, these pleas are unfounded. For these reasons, the Court dismisses the appeals. Thus pronounced in the French, Dutch and German languages, in accordance with article 65 of the special law of January 6, 1989 on the Court of Arbitration, at the public hearing of June 17, 1999. The The chairman, Registrar, L. Potoms. Mr. Melchior. ARBITRAGEHOF N. 99 — 2628 [C ÿ 99/21337] Judgment No 70/99 of 17 June 1999 Roll numbers 1382, 1407, 1408, 1409 and 1410 With regard to : appeals for annulment of article 131 of the law of 22 February 1998 on social provisions, whereby article 43ter was inserted in the law of 6 August 1990 on the health insurance funds and national unions of health insurance funds, established by the National Association of Independent Health Insurance Funds and others. The Court of Arbitration, composed of the chairmen M. Melchior and L. De Gre`ve, and the judges P. Martens, G. De Baets, E. Cerexhe, A. Arts and R. Henneuse, assisted by Registrar L. Potoms, chaired by President M. Melchior, Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29421 after deliberation, delivers the following judgment: I. Subject matter of the actions By applications sent to the Court by post on 24 July, 1 September and 2 September 1998 registered letters and were received at the registry on July 27, September 2 and September 3, 1998, have - the National Union of the Independent Health Insurance Funds, with registered office at 1150 Brussels, Sint Huibrechtsstraat 19, Azimut - Independent Health Insurance Fund, with registered office at 1090 Brussels, Le´on The´odorstraat 89, the Ziekenfonds Securex, with registered office at 1140 Brussels, Gene`vestraat 4, nv Financie`re de Hesbaye, with registered office at 4300 Borgworm, avenue Reine Astrid 27, de cvba Fiduciaire Charlier, with registered office at 4000 Rocourt, rue Vise´-Voie 1, - the nv Argenta Spaarbank, with registered office at 2018 Antwerp, Belgie¨lei 49-53, - G. Willaert, residing at 8850 Ardooie, Cauwestraat 13, - nv Argenta Assuranties, with registered office at 2018 Antwerp, Belgie¨lei 49-53, - het Independent Ziekenfonds Vlaanderen, with registered office at 9000 Ghent, Coupure Links 103, appeal for annulment lodged against article 131 of the law of 22 February 1998 concerning social provisions (published in the Belgian Official Gazette v dated March 3, 1998), whereby Article 43ter was inserted into the law of August 6, 1990 on health insurance funds and national unions of health insurance funds. Those cases have been registered under numbers 1382, 1407, 1408, 1409 and 1410 of the Court's roll and have been merged. II. The administration of justice By orders of 27 July 1998 and of 2 and 3 September 1998, the incumbent president appointed the judges of the seats in accordance with Articles 58 and 59 of the special law of 6 January 1989 on the Court of Arbitration. The judges-reporters have ruled that there was no reason to apply Article 71 or 72 of the Organic Law. By order of 16 September 1998, the Court merged the cases. The appeals were notified in accordance with Article 76 of the Organic Law by ter on 28 September 1998 registered mail. The decision to merge was notified to the parties by registered letter dated 1 October 1998. The notice prescribed by Article 74 of the Organic Law was published in the Belgian Official Gazette of 6 October 1998. Memories have been submitted by the Council of Ministers, Rue de la Loi 16, 1000 Brussels, by registered letter on November 2, 1998 (in the case with roll number 1382) and by registered letter on November 13, 1998 (in the cases with roll numbers 1407, 1408, 1409 and 1410). Those pleadings were notified in accordance with Article 89 of the Organic Law by ter on 11 December 1998 registered mail. Memories of reply have been submitted by: - nv Argenta Spaarbank, by registered letter on January 8, 1999; - nv Argenta Assuranties, by registered letter on January 8, 1999; - the Flanders Independent Health Insurance Fund, by registered letter on January 8, 1999; - G. Willaert, by registered letter dated January 8, 1999; - the National Association of Independent Health Insurance Funds and others, by registered letter dated January 11, 1999. By order of 16 December 1998, the Court extended the period within which the judgment must be given until 24 July 1999. By order of 10 February 1999, the Court declared the cases ready and fixed the date of the hearing as 17 March 1999, after asking the Council of Ministers to clarify at the hearing the grounds of inadmissibility raised in its pleadings, in the in the light of the documents annexed to the applicants' replies. The parties and their lawyers were notified of that decision by registered letter dated 11 February 1999. At the public hearing of 17 March 1999 : - appeared : . mr. J.-P. Buyle and Mr. A. De´ome, lawyers at the Brussels Bar, for the applicants in the case with case number 1382; † mr. J. Cerfontaine, lawyer at the Antwerp Bar, loco Mr. J. Uyttersprot, lawyer at the Brussels Bar, for the applicants in the cases with case numbers 1407, 1408, 1409 and 1410; † mr. J. Vanden Eynde, lawyer at the Brussels Bar, before the Council of Ministers; - the judges-reporters P. Martens and G. De Baets reported; - have the aforementioned lawyers been heard; - matters have been considered. The proceedings were conducted in accordance with Articles 62 et seq. of the Organic Law, which relate to: have on the use of the languages before the Court. III. In rights -A– With regard to admissibility A.1. The National Union of Independent Sickness Funds, the first applicant in the case with roll number 1382, is a National Union of Sickness Funds; Azimut - Independent Health Insurance Fund and the Ziekenfonds Securex, the second and third requesting party in the same case, and the Independent Health Insurance Fund Vlaanderen, the requesting party in the case with role number 1410, are health insurance funds. They rely on forms of cooperation prohibited by the contested provision. The Council of Ministers does not dispute the admissibility of their appeals. A.2. SA Financie`re de Hesbaye and cvba Fiduciaire Charlier, the fourth and fifth applicants in the case with case number 1382, are secretaries of the « Union professionnelle agricole ». They provide their clients with various services in the tax and social field, as well as in the banking and insurance field; in that context they promote the Machine Translated 29422by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL social security products of the National Association of Independent Health Insurance Funds and they ensure the service of the health insurance fund department. According to them, it is not required, in order to demonstrate their interest, that they prove the existence of cooperation agreements with the national unions and the health insurance funds, as referred to in Article 43 of the Law of 6 August 1990 on the health insurance funds and the national unions of health insurance funds, since that provision relates only to the organization of activities and services that fall under the health insurance fund activity but are entrusted to third parties, and not to the contacts established between them and the health insurance sector. According to the Council of Ministers, the interests of those parties can only be accepted if they prove the existence of a written cooperation agreement with contracting parties of the sickness funds, concluded under the conditions prescribed in that Article 43. A.3. nv Argenta Spaarbank, the applicant in the case with case number 1407, is a credit institution that has offices and agents that not only offer banking and insurance products, but also health insurance services. nv Argenta Assuranties, the requesting party in the case with case number 1409, is an insurance company that also offers such services. Within the Flanders Independent Health Insurance, the applicant party in the case with case number 1410, there is a subsection called "Mutar" (short for "Mutualiteit Argenta"), composed of members from Argenta's clients. The contested provision has made any cooperation impossible between, on the one hand, nv Argenta Spaarbank and nv Argenta Assuranties and, on the other hand, the health insurance funds or the national unions. nv Argenta Assuranties also points out that, for it and for its agents, this impossibility leads to significant decreases in income. According to the Council of Ministers, since the file of the requesting parties does not contain any cooperation agreement with sickness funds or national unions, it is impossible to ascertain to what extent their functioning, their income or that of their agents would be affected by the contested provision, so that its interest is not is shown. Given the marginal nature of the services concerned for those undertakings, the loss of revenue seems unlikely. The applicants submit documents showing that 328 of their agents or agencies work for Mutar and that the agreement between them and their agents provides for premiums if the latter recruit new members in the health insurance sector. A.4. G. Willaert, the applicant in the case with case number 1408, is an independent agent of nv Argenta Spaarbank and nv Argenta Assuranties, which carries out its activities in insurance brokerage, the distribution of insurance and in the banking and credit sector, but also in that of the promotion, distribution and sale of health insurance services. The contested provision has made the continuation of the latter activity impossible. According to the Council of Ministers, that applicant does not demonstrate the importance it puts forward, since it does not submit any file. In particular, it is impossible to verify her participation in agreements such as those prohibited by the contested provision or the existence and amount of commissions received by her on a health insurance service. G. Willaert filed documents showing that she is one of Argenta's agents who provide services for Mutar and that she received commissions in 1996 and 1997 for bringing in members for Mutar and for the Flanders Independent Health Insurance Fund. A.5. In all cases, the Council of Ministers makes reservations as to the admissibility of the application, reservations related to the existence and conformity, with the law and the statutes, of the decisions to lodge the appeals. Substance With regard to the pleas alleging discrimination between, on the one hand, the sickness funds and the national federations of sickness funds and, on the other hand, the undertakings in the insurance and credit sector (first plea raised by the applicants in case under case number 1382 and any plea advanced by the applicants in the cases with docket numbers 1407, 1408, 1409 and 1410) A.6.1.1. The first plea in Case Number 1382 and the sole plea advanced by the applicants in Case Numbers 1407, 1408, 1409 and 1410 are based on the violation of Articles 10 and 11 of the Constitution. Since the applicants envisage the new Article 43ter, first paragraph, of the Law of 6 August 1990, which relates to the prohibition applicable to the sickness funds and the national unions of sickness funds, they complain that that provision only applies to that and not to other persons engaged in a similar activity, such as banks, insurance companies, health operators and mutual insurance associations. The health insurance funds and the national unions are thus restricted in their activities, which is contrary to their objectives of adapting to the needs of the population. The first three requesting parties (the Landsbond van de Independent Ziekenfonds, Azimut-Independent Ziekenfonds and the Ziekenfonds Securex) in case with case number 1382 consider themselves to be discriminated against in particular with regard to the other national unions and the other sickness funds. Indeed, the National Association of Independent Health Insurance Funds has organized a specific network in which its representatives are at the same time insurance intermediaries or banking agents, in order to provide a comprehensive service close to the members. This structure is linked to the history of that national union, which is composed around company health insurance funds, particularly in the banking and insurance sectors. The Securex health insurance fund is part of the Securex group, which includes a banking and insurance entity. Numerous national health insurance funds work together locally with brokers and banks. The Securex health insurance fund is an emanation of the social services of the « Union professionnelle agricole », to which it entrusts the promotion and management of its products at local level. Even though the contested provision applies in the same way to the five existing federations, those three applicants are specifically targeted; their action does not seek to introduce discrimination solely in their favor. The requesting party in the case with role number 1410 (the Independent Ziekenfonds Vlaanderen) also considers itself to be discriminated against compared to the major health insurance funds. A.6.1.2. Since the plea is aimed at the new Article 43ter, paragraphs 2 and 4, of the Law of 6 August 1990, which relates to the prohibition applicable to insurance intermediaries and distributors or to credit institutions, the organization of the network of those first three requesting parties, in their view, was jeopardized. The delegates concerned can no longer cooperate with the health insurance funds, which would deprive the fourth and fifth requesting parties (SA Financie`re de Hesbaye and cvba Fiduciaire Charlier) of the possibility of providing the full service currently insured. The applicants in the cases with Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29423 roll numbers 1407, 1408 and 1409 (Argenta Spaarbank, G. Willaert, agent of that savings bank, and Argenta Assuranties) also believe that there is discrimination because they are prevented from promoting health insurance products, while the health insurance funds and the national unions retain this option. A.6.1.3. The health insurance funds and national unions, on the one hand, and insurance companies and banks, on the other, operate in a different legal and fiscal framework, but all these categories offer identical services. The maintenance of these differences cannot be justified because of the competition between those operators, at least in the field of free and supplementary insurance. After all, access to those services is everywhere on a voluntary and optional basis; the system does not work on the basis of solidarity, but on the basis of individual selection and pricing. The applicants in Cases Nos. 1407, 1408, 1409 and 1410 filed documents which they deduce confirm their analysis. In their view, those documents refute the position of the Council of Ministers according to which those services are compulsory and do not involve any selection of beneficiaries. Notwithstanding Article 9, § 2, of the Organic Law on health insurance funds, only persons who do not exceed a certain age and who are in a sufficiently good state of health have access to it. The assertion of the Council of Ministers that an associate member to whom additional services such as hospitalization insurance would be provided would enjoy that right throughout his life is not supported by any legal provision; if the rule is registered in the statutes of the health insurance funds or the national unions, it should not be forgotten that they can be changed. To this end, the health insurance funds and the national unions use commercial techniques that are not subject to the law on commercial practices, as confirmed in a recent decision, and this in a context of public subsidies. They have other advantages over the banks and insurance companies. Due to the contested provision, bank and insurance agents can no longer offer a choice between insurance products and health insurance products, while the health insurance sector, thanks to the advantages granted to it, continues its competitive activities. Moreover, the Court of Justice of the European Communities no longer allows actors with a specific statute to evade European competition law. Not only can public authorities be regarded as undertakings within the meaning of Article 85 et seq. of the EC Treaty (judgment in Hofner, No C-41/90, of 23 April 1991), but from the FFSA judgment of Moreover, on 16 November 1995, it appears that a non-profit-making body operating a voluntary and supplementary old-age insurance service is subject to competition law. According to the judgment in Garcia of 26 March 1996, the non-application of that scheme to basic social security does not prevent its bodies from carrying out activities subject to it. The provision at issue wrongly seeks to escape European competition law. It is also necessary to apply European case-law which requires a correct relationship between a protection measure, in this respect for the protection of the consumer, and the free movement of services, which could have the consequence that the Article 43ter in question is inapplicable. is declared on the foreign enterprises; this would create discrimination against Belgian companies, both on the domestic market and on the single market. A.6.1.4. The contested Article 43ter of the Law of 6 August 1990 strengthens the possibility for the health insurance funds and the national unions to develop activities that normally do not belong to their domain, which can no longer be compensated by the possibility previously given to the banks, insurance companies and their agents were ordered to work with the health insurance funds. The justification of the contested provision alleged by the legislator, derived from the specific nature of the health insurance sector in relation to the commercial sector, cannot, according to the applicants, justify the difference in treatment, since that specific nature does not justify any cooperation between the two, for example for additional services, may exclude. The new Article 43bis of the Law of 6 August 1990, which was introduced by the law in question, already allows the health insurance funds to set up new health insurance companies within their national federation, rather than non-profit associations for the organization of common services, in particular in the field of free and supplementary insurance; that is the purpose of that provision, which does not intend, as the Council of Ministers claims, to reorient the activities of the health insurance funds towards mutual cooperation. The reliance, by the legislator, of Article 9, § 2, of the Law of 6 August 1990, according to which a member of a health insurance fund cannot be excluded because of his age and his state of health, does not justify the distinction either. That law allows for restrictions on affiliation, taking into account the specific nature of certain services, or for establishing objective categories of insured persons subject to different premiums and guarantees. There is therefore no reason to favor the mutual insurance funds over the banks, the insurance companies and their agents active in the health insurance sector, all the less since the free and complementary activities in the mutual insurance sector tend to increase. The fact that the general meeting of a health insurance fund can change its statutes at any time is also not justifiable, since the health insurance fund must in any case fulfill its obligations towards third parties. The measure lacks relevance : it prevents any competitive action by the health insurance funds, but the insurance companies and the banks are not prevented from offering products specific to the health insurance funds. A.6.1.5. Moreover, the measure is disproportionate: the law of 1990 already guarantees the specific character of the sickness funds by establishing financial and accounting control, as well as control of insurance techniques, by requiring the creation of reserve funds. These provisions are comparable to those in force in the insurance field. The Control Service for the sickness funds and the national unions of the sickness funds monitors the observance by the sickness funds of the principles of precaution, mutual assistance and solidarity. The cooperation agreements referred to in Article 43, § 3, of the Act must also be notified to that service. Since information about the nature of the proposed product is clear pursuant to Article 30 of the Law of 14 July 1991 on commercial practices, the prohibition of any cooperation is not necessary in order to avoid confusion among consumers. When it comes to a health insurance fund product, the prohibition to organize joint health insurance services is not justified. It was also possible to specify in the law that the health insurance services and the insurance products in question could only be the subject of cooperation under certain conditions. Machine Translated 29424by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL The protection of private life, which is also invoked to adopt the contested provision, does not provide her with any justification. The law of 15 January 1990 establishing and organizing a crossroads bank for social security and the organic law of 8 December 1992 contain adequate provisions for this purpose, in particular in the medical field. In any case, those motives do not justify the total prohibition to conclude the agreements in question. A.6.1.6. According to the applicants in the cases with case numbers 1407, 1408 and 1409, the disproportionation would also arise from the undue violation of the right to work, which is guaranteed, inter alia, by Article 23 of the Constitution and Article 6 of the International Covenant of 19 December 1966 on Economic, Social and Cultural Rights. A.6.1.7. The applicants in the cases with case numbers 1407, 1408 and 1409 dispute the figures submitted by the Council of Ministers regarding the respective weight of free insurance in the health insurance sector compared to the banking and insurance sectors. According to them, it is hardly relevant to compare the total turnover of those sectors; it would be better to compare each type of insurance, especially hospitalization, in each of the sectors. A.6.2.1. The Council of Ministers recalls that the law of 6 August 1990 defines the principles of precaution, assistance and solidarity as the basis of the operation of the sickness funds, but that it allows the sickness funds and the national unions not only to participate in the compulsory insurance, which should remain their main activity, but also organize specific services in the field of illness and incapacity for work, in accordance with these three principles. They may also develop assistance, information and guidance activities. It is in this spirit that Article 9, § 2, of the law prohibits the exclusion of a member because of his age or his state of health. The legislator deduced from this the need for a special statute, under the supervision of the Control Service, in particular with regard to compliance with the objectives of the law. The free insurance services of the sickness funds are not the same as those of the insurance companies: their contributions have been increased; the hospitalization insurance represents only an annual collection of 3 billion francs; membership is mandatory; the performances per nursing day are limited; the various services, representing 13 billion francs, are limited to the health care sector, which is specific to the health insurance funds; the insurance policies actually taken out freely should not be regarded as prohibited joint offers. Pursuant to Article 43 of the law, the cooperation agreements between the health insurance funds and the national unions with third parties are subject to the supervision of their general assembly, and this with financial transparency; they are also subject to the Control Service. The will to respect the specific nature of mutual assistance in the services to members is reinforced by the new article 43bis of the law, which was introduced by the law of 22 February 1998, and which aims to give priority to the agreements between the sickness funds themselves, always with due observance of their rights and their obligations. In addition to that provision, the new Article 43ter of the law, which is being challenged in this appeal, results from a parliamentary amendment justified by taking into account the characteristics of the sickness funds and the national unions which make it necessary to avoid any confusion with avoid the banking and insurance sector; the other justification is inspired by the risk that personal information from the compulsory or supplementary insurance would be transferred to the commercial activities. That provision is not intended to prohibit insurance companies from also offering products in the field of medical care. A.6.2.2. According to the Council of Ministers, no comparison is possible between the insurance companies, on the one hand, and the health insurance funds and national unions, on the other, because of the difference in insurance technology, the social character of the latter's activity, the financing and control of the one and the others. He cites the advice of the Council of State prior to the law of 6 August 1990 which, taking into account the ancillary nature of the free and supplementary activities in relation to the compulsory insurance, allows a different system in life for the two sectors. is called, even for those activities, but which also requests the Government to supplement the law then being drafted in order to avoid that these free and additional activities lose their ancillary character. Article 43ter at issue here aims to respond to the latter wish by limiting cooperation, except with other health insurance funds. That difficulty in comparing the two sectors also applies to mutual insurance, which falls under the insurance sector. All health insurance funds and national unions are subject to the same regulations, which therefore cannot discriminate. It is the applicants themselves who wish to see in their favor a special arrangement for the maintenance of the agreements in force, while the public authorities can adapt their policies to changing circumstances in the public interest and are not obliged to maintain safeguard past practices. The comparison is even less pertinent with regard to the banks, whose activity is further from that of the health insurance funds than that of the insurance companies. A.6.2.3. According to the Council of Ministers, the difference in treatment is based on an objective criterion, since the new provision only applies to the health insurance funds and the national unions. The legislator has rightly pointed out the essential difference, already explained above, between the insurance activity and the service of the sickness funds, which does not exclude the provision of free or supplementary insurance by the sickness funds; however, these have a universal character, as is apparent, inter alia, from the small-risk sector, which is subject to a one-off scheme, and from hospitalization insurance, which is compulsory under the statutes and therefore without any selection. The relationship between the members and their health insurance fund or their national federation has a dynamic character, as the statutes can be amended by the general meeting. The right of the members in the event of dissolution, for example, is fully guaranteed; they enjoy an absolute right to the reserve fund. The share of free and supplementary insurance in the health insurance sector is insignificant compared to the insurance and credit institutions sectors. While the sickness funds enjoy certain advantages, such as public subsidies or not being subject to European insurance law, this is compensated by legal obligations, such as the limitation of their activities to health care, strict regulations, the impossibility of becoming a member which constitutes a "bad risk", their non-profitability, the obligation of a financial Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29425 balance in every service, the prohibition of international development and the low amounts involved. However, it is an exaggeration to say that the activity of the sickness funds could in no way be subject to the law on commercial practices; an amendment to that effect was withdrawn during the parliamentary discussion of that law. The alleged distortion of competition between the health insurance sector, on the one hand, and the banking and insurance sector, on the other, does not arise from the contested provision, but from Articles 3, paragraph 1, b), and paragraph 2, 7, § 2, 26, § 1, and 27 of the Law of 6 August 1990 and the Royal Decree of 15 February 1991 regulating the granting of state allowances for the benefit of voluntary health insurance services, against which no appeal has been lodged before the Council of State. The legislator has ruled that the watertightness between the sectors still needs to be increased. It was also a matter of avoiding the diversion of personal information to the commercial sector. The new article 43ter of the law of 6 August 1990 contributes, in line with article 43bis, to refocus the health insurance funds on their most important health task, without excluding the improvement of close contact with members. A.6.2.4. The Council of Ministers continues its rebuttal by stating that the measure is proportionate, since the provision in question aims to increase the specificity of the health insurance funds, whereby any cooperation agreement is not excluded, but limited to the health insurance sector. Similarly, the existence of privacy laws does not preclude the ability to drastically prevent the risk of transferring personal information. The contested ban is not absolute as insurance companies retain full freedom to offer health insurance to the public. A.6.2.5. With regard to the infringement of the right to work, the Council of Ministers argues that Article 23 of the Constitution does not fall under the jurisdiction of the Court of Arbitration and that in any event it has no direct effect in the absence of legislative action. In the alternative, he takes the view that that right is not called into question by the contested Article 43ter of the Law of 6 August 1990. The absolute nature of a prohibition or the simple possibility of a decrease in income alone does not justify a possible determination of unconstitutionality. After all, the freedom of trade and industry cannot be regarded as an absolute freedom; however, the legislator cannot infringe it without there being any necessity or if that limitation was disproportionate in relation to the aim pursued. The objective of the legislator to establish cooperation with persons other than the sickness funds and to achieve maximum proximity with the members is not jeopardized by the contested provision. Indeed, the sickness funds can organize their activities in various departments as referred to in Article 3, b) and c) of the 1990 Law; they can transfer to another federation that organizes such services; Article 43 of the Law allows the establishment of such services with any person other than a bank or insurance company, in particular in the health insurance sector. The case law of the FFSA judgment of the Court of Justice cannot be applied in this regard. Indeed, it related to a capitalization scheme whose benefits were directly linked to the amount of contributions, which is not the case with the scheme envisaged. In its judgment in Poucet and Pistre of 17 February 1993, the Court of Justice acknowledged the existence of the system in question, which is comparable to the system criticized here, with the provisions of the Treaty, since the system pursues a social objective based on solidarity and is subject to public scrutiny. As regards the pleas alleging infringement of Articles 10 and 11 of the Constitution, in connection with freedom of trade and industry and with the right to work guaranteed by Article 23 of the Constitution (second and third pleas raised by the applicants in the case with case number 1382) A.7.1. The second and third pleas in the case with case number 1382 are based on the violation of Articles 10 and 11 of the Constitution, in conjunction with the freedom of trade and industry and with the right to work enshrined in Article 23 of the Constitution. guaranteed. According to the applicants, Article 43ter of the Law of 6 August 1990, inserted by the contested provision, jeopardizes the freedom of undertaking, which was nevertheless envisaged when that law was drafted, and this in a disproportionate manner with regard to the aim pursued . A.7.2. The Council of Ministers' answer to those pleas coincides with the answer it gives on that point to the applicants' argumentation in the cases with case numbers 1407, 1408 and 1409, which is summarized under A.6.2.5 above. -B With regard to the subject matter of the appeals B.1. Pursuant to Article 43 of the Law of 6 August 1990 on sickness funds and national unions of sickness funds, "the sickness funds and national unions [of sickness funds] may cooperate with legal entities under public or private law", in accordance with the procedure laid down by that provision, including the required of a written agreement, the power of the general meeting to approve or cancel it, the information from the Control Service for the sickness funds and the national unions of sickness funds and the annual report to the general meeting. Article 130 of the law of 22 February 1998 concerning social provisions inserts a new article 43bis . According to that provision, "sickness funds belonging to the same national federation, […] for the performance of certain tasks referred to in Article 3, and without prejudice to Article 3, second paragraph, may organize or jointly organize certain services or group in a new entity to be created in the form of a mutual assistance society”. Pursuant to paragraph 2 of that new provision, « this form of cooperation is the subject of a deliberation of the general meeting of the sickness funds concerned, which is specially convened for this purpose ». During the parliamentary discussion of that law, an amendment was proposed with a view to inserting of a new Article 43ter, which reads: “Any agreement with a federal union or a health insurance fund for the promotion, distribution or sale of an insurance product, as defined in the law of 25 June 1992 on terrestrial insurance contracts, as well as a banking product, as defined in the law of 22 March 1993 on the status and supervision of credit institutions is prohibited, even if these products have been specially designed for or are reserved for members of a health insurance fund or a national union. Machine Translated 29426by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL Also prohibited is any agreement that has as its object the promotion, distribution or sale of a service, organized by a national union or a health insurance fund as defined in Articles 3 and 7, § 4, of this law, in the context of professional activities that are wholly or partially fall within the scope of the law of March 27, 1995 on insurance intermediation and the distribution of insurance or fall under the activities of the banking sector as defined in the law of March 22, 1993 on the legal status and supervision of credit institutions. The promotion, distribution or sale of the products or services referred to in paragraphs 1 and 2, are irrefutably presumed to be the result of a written or implied agreement. Existing agreements, referred to in paragraphs 1 and 2, are without effect from the first day of the fourth month following the entry into force of this article. » (Parl. St., Kamer, 1997-1998, no. 1184/11, pp. 12 and 13) An appeal has been lodged against that provision, inserted in the Law of 6 August 1990 by Article 131 of the Law of 22 February 1998. With regard to admissibility B.2. At the hearing, the Council of Ministers stated that it would waive the objections of inadmissibility raised in its statement. Substance B.3. The applicants allege various discriminations resulting from the fact that the contested provision now prohibits the cooperation agreements referred to in Article 43 of the Law of 6 August 1990 and which allow sickness funds and national unions of sickness funds to promote, distribute or permit the sale of insurance or banking products, or allow insurance or credit companies to promote, distribute or sell health insurance services. The applicants infer from this discrimination between the national unions of sickness funds and sickness funds, on the one hand, and insurance companies and credit companies, on the other, with regard to the categories of activities which they can no longer carry on. In addition, the applicants belonging to the health insurance sector and having specific links with the insurance and banking sectors claim that they are discriminated against compared to the other national unions or their affiliated health insurance funds because of the particular disadvantage they suffer as a result of the contested measure. B.4. When examining a plea in law alleging unconstitutionality arising from both identical treatment and difference in treatment, it relies on the consideration that the constitutional rules of equality and non-discrimination do not preclude such treatment from being instituted , insofar as they are based on an objective criterion and are reasonably justified. The existence of such justification must be assessed having regard to the purpose and effects of the contested measure and the nature of the principles governing the matter; the principle of equal treatment is violated if it is established that there is no reasonable relationship of proportionality between the means employed and the aim pursued. With regard to the pleas alleging discrimination between, on the one hand, the health insurance funds and the national unions of health insurance funds and, on the other hand, companies in the insurance and credit sector B.5. To the extent that the categories in question consist of economic operators or institutions involved in the promotion, distribution or sale of health insurance, insurance or banking products, they carry out activities which, despite their differences, are not sufficiently different from each other. so that it can be argued that they are not comparable. This is particularly the case with regard to free and supplementary insurance, the products and services of which are offered by the health insurance sector as well as by the sector of credit undertakings and insurance companies or their agents. B.6. The contested provision was introduced by a parliamentary amendment that was justified as follows: «Although certain services and activities of the national unions and health insurance funds (for example, hospitalization services, guaranteed income,...) cover the same domains and may be similar in nature to the products offered by the commercial banking and insurance sector, they are nevertheless based on completely different principles. Thus, in accordance with Article 2 of the Law of 6 August 1990, they carry out their activities in a spirit of precaution, mutual aid and solidarity, and this on a non-profit basis. This means, among other things, that under Article 9, § 2, and in contrast to the commercial sector, they may not exclude members because of age or state of health. Another characteristic difference is that the rights and obligations of the members of a national union or health insurance fund are laid down in the statutes, which can be revised or amended at any time by the general meeting. Due to these specific characteristics, the national unions and health insurance funds are subject to their own legal rules laid down in the law of 6 August 1990. In view of the essential differences in purposes between the national unions and health insurance funds on the one hand, and the insurance companies and banking institutions on the other, it is necessary to avoid any confusion for the consumer. It should also be noted that by allowing common distribution and sales channels for the two sectors, which pursue different goals, the risk increases that personal information would flow from the compulsory health insurance or supplementary insurance to the commercial activities. This could constitute a violation of the right to privacy of the socially insured. » (Parl. St., Chamber, 1997-1998, no. 1184/11, p. 13) Thus, the new Article 43ter of the Law of 6 August 1990 was justified in particular by the need, in the interests of consumer protection, to safeguard the specificity of the health insurance sector based on the principles of precaution, mutual assistance and solidarity. and subject to its own legislation, as well as to the concern to better protect the private life of the socially insured against any transfer of personal information from the compulsory and supplementary insurance to the commercial insurance. B.7.1. As it had done in its judgment No 23/92 and for the reasons cited therein, the Court finds that "precaution", "mutual aid" and "solidarity", as basic principles of the Law of 6 August 1990, do not prevent free and additional services from being offered by health insurance funds to their members. Nevertheless, the fact remains that the activities of the sickness funds differ substantially from those of the insurance companies and the credit companies and that the sickness funds pursue different objectives than the latter. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29427 The contested measure, which seeks to strengthen that distinction in the eyes of consumers and to avoid any confusion between the health insurance sector and the commercial sector of banks or insurance companies, is pertinent in relation to the objective pursued. It is not disproportionate: it does not prevent occupational health funds under the control of the Service provided for by law from continuing their activities in full, while respecting the basic principles of organic legislation. B.7.2. The legal control of all health insurance fund activities, which was further strengthened by the new article 43bis , does not prevent the legislator from adopting additional measures to "avoid confusion". B.7.3. For the rest, the legislator may reasonably take the view that the legislation on commercial practices and that on the protection of privacy is not in itself sufficient to guarantee compliance by the health insurance funds with the aforementioned basic principles. B.7.4. It is also alleged that the contested provision exaggerated the right to work and freedom of trade and industry. The right to work and freedom of trade and industry are not absolute. The legislator, in the economic sector as well as in other sectors, may be led to restrict the freedom of action of the persons, institutions or undertakings concerned, which will necessarily have repercussions on the right to work and on freedom of trade and industry. Those restrictions would be discriminatory only if they were imposed without any necessity to do so or if they were disproportionate in relation to the aim pursued, which, as has been shown above, is not the case here. B.8. The pleas alleging discrimination between, on the one hand, the health insurance funds and the national unions of sickness funds and, on the other hand, companies in the insurance and credit sectors, are not justified. With regard to the pleas alleging discrimination between, on the one hand, the sickness funds that have specific links with the insurance and credit sector and the national federation to which they are affiliated and, on the other hand, the other sickness funds and national federations B.9. The second and third applicants in the case with case number 1382 and the requesting party in case with case number 1410 are health insurance funds belonging to the Landsbond van de Independent Ziekenfondsen, first applicant in the case with case number 1382. They argue that discrimination arises from the equal treatment of the applicants vis-à-vis their respective national unions and sickness funds, since the contested provision now prohibits any cooperation agreement between sickness funds and national associations with persons under private or public law with regard to the promotion, distribution or sale, on the one hand, of insurance or banking products and, on the other, of services provided by health insurance funds. Those applicants invoke their specificity resulting from their origin and their focus on the insurance and banking sector. B.10. With regard to the contested measure, which is directly related to both sickness fund activities and activities in the banking and insurance sectors, it must be assumed that those sickness funds and the national federation to which they are affiliated can be distinguished from the sickness funds and national federations which are not specifically aimed at the banking and insurance sector. B.11. The specificity invoked by the applicants is not such as to prevent the legislature from adopting the contested measure in the light of the objective pursued. Although the legislator has made a distinction between the compulsory activities and services of the health insurance funds and their free additional activities, this measure is justified, since it tries to avoid commercial links between institutions in the profit and non-profit sector in order to « avoid confusion » among the consumer. B.12. The means are not justified. With regard to the pleas alleging a violation of Articles 10 and 11 of the Constitution, in conjunction with the freedom of trade and industry and with the right to work, guaranteed by Article 23 of the Constitution B.13. Those means coincide with the means examined in B.7.4. For the reasons set out there, those pleas are unfounded. For those reasons, the Court dismisses the appeals. Pronounced in French, Dutch and German, in accordance with Article 65 of the Special Law of 6 January 1989 on the Court of Arbitration, at the open court on 17 June 1999. From Chairman, griffier, L. Potoms. M. Melchior. SCHIEDSHOF D. 99 — 2628 [C ÿ 99/21337] Judgment No. 70/99 of June 17, 1999 Business Directory Numbers. 1382, 1407, 1408, 1409 and 1410 Regarding: Actions for annulment of article 131 of the law of 22 February 1998 laying down social provisions, through which article 43ter of the law of 6 August 1990 on health insurance funds and National health insurance associations, collected by the «Union national des mutualite´s libres» and others. The Arbitration Court, composed of the Presidents M. Melchior and L. De Gre`ve, and the Judges P. Martens, G. De Baets, E. Cerexhe, A. Arts and R. Henneuse, assisted by the Registrar L. Potoms, chaired by Chairman M. Melchior, After deliberation, pronounces the following judgment: I. Subject of the complaints By complaints sent to the Court by registered letter posted on 24 July, 1 September and 2 September 1998 and on 27 July, 2 September and September 3, 1998 received at the Registry Machine Translated 29428by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL - the «Union national des mutualite´s libres», with registered office at 1150 Brussels, rue Saint-Hubert 19, the «Azimut - Mutualite´ libre», with registered office at 1090 Brussels, rue Le´on The´odor 89, the health insurance company Securex, with registered office in 1140 Brussels, rue de Gene`ve 4, the Financie`re de Hesbaye AG, with registered office in 4300 Waremme, avenue Reine Astrid 27, the Fiduciaire Charlier GmbH, with registered office in 4000 Rocourt , rue Vise´-Voie 1, - Argenta Spaarbank AG, having its registered office in 2018 Antwerpen, Belgie¨lei 49-53, - G. Willaert, residing in 8850 Ardooie, Cauwestraat 13, - Argenta Assuranties AG, having its registered office in 2018 Antwerp, Belgie¨lei 49-53, - the health insurance fund «Onafhankelijk Ziekenfonds Vlaanderen», with registered office at 9000 Ghent, Coupure Links 103, action for annulment of Article 131 of the law of 22 February 1998 laying down social provisions (rev published in the Belgian Official Gazette of March 3, 1998), by which Article 43ter in the Law of August 6, 1990 on the Health Insurance Funds and Health Insurance Funds state associations was added. These cases were entered in the Court's register under numbers 1382, 1407, 1408, 1409 and 1410. II. Procedure By orders of July 27, 1998 and September 2 and 3, 1998, the Acting President appointed the judges of the occupations in accordance with Articles 58 and 59 of the Special Law of January 6, 1989 relating to the Court of Arbitration. The referring judges did not consider Articles 71 or 72 of the organizing law to be applicable in the present case. By order of 16 September 1998 the Court joined the cases. The lawsuits were notified under Article 76 of the Organizing Law by registered letter mailed on September 28, 1998. The liaison order was notified to the parties by registered letter posted on 1 October 1998. The notice required by Article 74 of the organizing law was made in the Belgian Official Gazette of October 6, 1998. Petitions were filed by the Council of Ministers, rue de la Loi 16, 1000 Brussels, by registered letter mailed on November 2, 1998 (in the case with file number 1382) and by mail on November 13, 1998 registered letters posted (in cases with case numbers 1407, 1408, 1409 and 1410). These briefs were notified in accordance with Article 89 of the Organizing Law by registered letter mailed on December 11, 1998. Response briefs were filed by - Argenta Spaarbank AG, registered letter mailed on January 8, 1999, - Argenta Assuranties AG, registered letter mailed on January 8, 1999, - health insurance company «Onafhankelijk Ziekenfonds Vlaanderen» , with a registered letter mailed on January 8, 1999, - G. Willaert, with a registered letter mailed on January 8, 1999, - the «Union national des mutualite´s libres» and others, with on January 11, 1999 registered letter posted at the post office. By order of December 16, 1998, the Court extended until July 24, 1999 the time allowed for the judgment. By order of February 10, 1999, the Court declared the cases open for hearing and rescheduled the hearing for March 17, 1999, after asking the Council of Ministers to address the hearing on the issues mentioned in its papers ¨ ¨ ¨ ¨ ¨ ¨ ¨ ¨ ¨ ¨ ¨ ¨ ¨ ¨ ¨ ¨ ¨ these raised, in view of the documents attached to the statements of reply of the plaintiffs. This order was notified to the parties and their attorneys by registered letter mailed on February 11, 1999. At the public meeting of March 17, 1999 - released . RA J.-P. Buyle and Attorneys at Law in A. De'ome, registered in Brussels, for the plaintiffs in Case Register Number 1382, . Attorney at Law J. Cerfontaine, registered at Antwerp, loco J. Uyttersprot, admitted at Brussels, for the plaintiffs in cases with case numbers 1407, 1408, 1409 and 1410, Attorney at Law J. Vanden Eynde, at Brussels ssel approved for the Council of . Ministers, - the reporting judges P. Martens and G. De Baets gave their report, - the aforesaid lawyers were heard, - the cases were brought up for deliberation. The proceedings were conducted under Articles 62 et seq. of the organizing law, which relate to the use of languages before the Court. III. In a legal relationship -A– With respect to admissibility A.1. The Unionnationalesmutualite´slibres, the first plaintiff in the case with business register number 1382, is a national association of sickness funds; the»Azimut - Mutualite´ libre» and the health insurance company Securex, the second and third plaintiffs in the same case, and the «Onafhankelijk Ziekenfonds Vlaanderen», plaintiff in the case with business register number 1410, are health insurance companies. They engage in forms of cooperation that are prohibited by the contested provision. The Council of Ministers does not dispute the admissibility of their claims. A.2. Financie`re de Hesbaye AG and Fiduciaire Charlier GenmbH, the fourth and fifth plaintiffs in case number 1382, are secretarial services of the "Union professionnelle agricole". They performed various tax, social, banking and insurance services for their clients; in this context, they promoted the social security products of the «Union national des mutualite´s libres» and performed the service of the health insurance department. According to her, it is not Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29429 required that, in order to prove their interest, they had to prove the existence of cooperation agreements with the national associations and the national health insurance funds, such as those contained in Article 43 of the law of 6 August 1990 on the health insurance funds and the national health insurance associations provided, since that provision only concerns the organization of activities and services which form part of the health insurance activity but are entrusted to third parties, but not the contacts established between them and the health insurance sector. According to the Council of Ministers, the interest of these parties can only be accepted if they show that a written cooperation agreement with the contractual partners among the sickness funds has been adopted under the conditions prescribed in Article 43. A.3. Argenta Spaarbank AG, plaintiff in case file number 1407, is a credit institution with offices and agents offering not only banking and insurance products but also health insurance services. Argenta Assuranties AG, plaintiff in case file number 1407 1409, is an insurance company that also offers this type of service. Within the «Onafhankelijk Ziekenfonds Vlaanderen», plaintiff in case number 1410, there is a subdivision called «Mutar» (abbreviation of «Mutualiteit Argenta»), which consists of members of the Argenta clientele. The contested provision made any cooperation between, on the one hand, Argenta Spaarbank AG and Argenta Assuranties AG and, on the other hand, the health insurance funds or the regional associations impossible. Argenta Assuranties AG also points out that this impossibility entails a considerable loss of income for it and its agents. According to the Council of Ministers, as long as the plaintiffs did not file a cooperation agreement with health insurance companies or state associations in the file, it would be impossible to assess to what extent their working methods, their income or those of their representatives were actually affected by the contested party Provision could be affected, so that their interest is not proven. In view of the marginal importance of the service in question for these companies, the loss of income seems unlikely. The plaintiffs submitted documents showing that 328 of their agents or offices worked for Mutar and that the contracts between them and their agents provided for bonuses for the latter bringing new members into the fields of activity of the health insurance funds. A.4. G. Willaert, plaintiff in Case File Number 1408, is an independent representative of Argenta Spaarbank AG and Argenta Assuranties AG, and her activities are in the areas of insurance brokerage, insurance distribution and banking and credit services, but also in the areas of promotion, distribution and sale of health insurance services. The contested provision made it impossible to continue the latter activity. According to the Council of Ministers, since the applicant has not lodged any file, it does not justify the interest it claims. In particular, it is impossible to assess its participation in agreements of the type prohibited by the contested provision or the existence and extent of the commissions it receives on a health insurance service. G. Willaert deposited documents showing that she was one of Argenta's agents providing services to Mutar and that in 1996 and 1997 she received commissions for recruiting members for Mutar and for the "Onafhankelijk Ziekenfonds Vlaanderen". A.5. In all cases, the Council of Ministers reports a reservation as to the admissibility of the application as to the existence and legality and constitutionality of the filing resolutions. In relation to the pleas in law alleging discrimination between, on the one hand, the sickness funds and the sickness fund state associations and, on the other hand, companies in the insurance and credit sectors (first plea in law of the plaintiffs in Case Register No. 1382 and only Cause of Action of Plaintiffs in Cases Nos. 1407, 1408, 1409 and 1410). A.6.1.1. The first cause of action in Case Record Number 1382 and the only cause of action brought by the plaintiffs in Cases Record Numbers 1407, 1408, 1409 and 1410 allege violation of Articles 10 and 11 of the Constitution. Insofar as the plaintiffs considered the new Article 43ter, paragraph 1, of the law of August 6, 1990, which concerned the bans applicable to health insurance funds and state health insurance associations, they complained that the provisions in question were only applicable to them and not to the other people who have a similar field of activity, such as banks, insurance companies, those working in the health sector and associations of mutual insurance companies. The health insurance funds and the regional associations are thus restricted in their activities, which runs counter to their objectives of adapting to the needs of the population. The first three plaintiffs (“Union national des mutualite´s libres”, “Azimut - Mutualite´ libre” and the health insurance company Securex) in the case with business register number 1382 felt particularly discriminated against in comparison to the other national associations and the other health insurance companies. The "Union national des mutualite's libres" has set up a specific network in which the agents are also insurance intermediaries or managers of bank branches, so that a comprehensive service close to the customer is provided. That structure is linked to the historical development of the relevant national association, which arose around company health insurance funds, particularly in the banking and insurance sectors. The Securex health insurance company is part of the Securex group, which includes a bank-insurance branch. Numerous health insurance funds of the regional association work together with brokers and banks at the local level. The health insurance company Securex emerged from the social services of the «Union professionnelle agricole», to which it entrusts the promotion and management of its products on site. Even if the contested provision applies in the same way to the existing five regional associations, it still affects these three plaintiffs in particular; their complaint is not designed to establish discrimination for their sole benefit. Die Kla¨gerin in der Rechtssache mit Gescha¨ftsverzeichnisnummer 1410 ("Independent Health Insurance Fund Flanders") I also feel discriminated against compared to the big health insurance companies. A.6.1.2. In so far as the plea relates to the new Article 43ter , paragraphs 2 and 4, of the law of August 6, 1990, which prohibits intermediaries and distributors of insurance or credit institutions, the network of these first three plaintiffs will be established according to their assessment at risk. The relevant representatives could Machine Translated 29430by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL no longer cooperate with the health insurance companies, which deprives the fourth and fifth plaintiffs (the Financie`re de Hesbaye AG and the Fiduciaire Charlier GenmbH) of the possibility to offer the currently insured comprehensive service. The plaintiffs in Cases Nos. 1407, 1408 and 1409 ("Argenta Spaarbank", G. Willaert, owner of a branch thereof, and "Argenta Assuranties") also contend that it constitutes discrimination if they do so would be prevented from promoting health insurance products, while the health insurance companies and the state associations retained this possibility. A.6.1.3. The sickness funds and the regional associations on the one hand and the insurance companies and the banks on the other hand operate in a different legal and fiscal framework, but all these categories offer the same services. The maintenance of those differences cannot be justified on the basis of competition between those participants, at least in the area of voluntary supplementary insurance. In fact, access to these services is everywhere on a voluntary and non-binding basis, since the system does not work on the basis of solidarity but on the basis of individual choice and pricing. The plaintiffs in Cases Nos. 1407, 1408, 1409 and 1410 filed documents from which they concluded that they confirmed their analysis. In their view, these documents contradicted the Council of Ministers' position that these services were mandatory and would not involve any choice on the part of the beneficiaries. Despite Article 9 § 2 of the Organizing Law on Health Insurance Funds, only persons under a certain age and in a sufficiently good state of health could have access to it. The Council of Ministers' assertion that a member who is entitled to supplementary services such as hospital insurance is entitled to them for life finds no support in any statutory provision; even if this rule is provided for in the statutes of the health insurance companies or the state associations, one should not lose sight of the fact that the statutes could be changed. To this end, the health insurance funds and the state associations use business techniques which are not subject to the law on commercial practices, as was recently confirmed in a decree, namely in the context of a public one subsidy. They also enjoyed other advantages compared to banks and insurance companies. Due to the contested provision, the owners of banking and insurance agencies could no longer offer the choice between the insurance products and the health insurance products, while the health insurance sector, due to the could continue to offer these competing activities with the advantages accorded to it. Moreover, the Court of Justice of the European Communities no longer allows contributors with a specific status to evade European competition law. Not only could the public sector be regarded as an undertaking within the meaning of Article 85 et seq. of the EC Treaty (Hofner judgment, No. C-41/90 of 23 April 1991), but also from the FFSA -Judgment of 16 November 1995 also shows that a non-profit organization offering a voluntary supplementary old-age insurance service is subject to competition law. According to the Garcia judgment of 26 March 1996, the non-application of the basic social security system does not prevent its bodies from developing activities subject to that system. The contested provision aims to unlawfully evade European competition law. European case-law, which requires an appropriate balance between a protective measure - in this case consumer protection - and the freedom to provide services, must also be applied, which could result in the contested Article 43ter not being applicable could be declared applicable to foreign companies; this would result in discrimination against Belgian companies both on the domestic market and on the European single market. A.6.1.4. The contested Article 43ter of the law of 6 August 1990 increases the possibility for the sickness funds and the national associations to develop activities which do not normally form part of their area of activity, which is no longer the case could be compensated for by the possibility previously offered to banks, insurance companies and their branch owners to cooperate with health insurance companies. According to the plaintiffs, the justification put forward by the legislature for the contested provision, which is derived from the specific nature of the health insurance sector compared to the commercial sector, cannot justify the different treatment, since this specific nature does not allow any cooperation between the two, for example for additional services. The new Article 43bis of the law of 6 August 1990, introduced by the contested law, allows the sickness funds to set up new sickness fund companies within their national association instead of non-profit associations for the organization of joint services, in particular in area of free additional insurance; that is the aim of that provision, which is not intended, as the Council of Ministers claims, to reorient the activities of the sickness funds towards cooperation among themselves. The assertion by the legislature of Article 9(2) of the Law of 6 August 1990, according to which a member of a sickness fund may not be excluded on the basis of his age and state of health, also does not justify the difference. In fact, that law allows for restrictions on membership to be provided for, taking into account the specificity of certain services, or for objective categories of insured persons to be created, the various premiums and subject to warranties. There is therefore no reason to favor sickness funds over banks, insurance companies or sickness fund branch owners, all the less so given that there is a trend towards an increase in free supplementary work in the sickness insurance sector. The fact that the general meeting of a sickness fund can change its statutes at any time also offers no justification, since the sickness fund must in any case comply with its obligations towards third parties. The measure is not relevant because it prevents any performance-oriented action by health insurance companies, but insurance companies and banks are not prevented from offering health insurance-specific products. A.6.1.5. Moreover, the measure is disproportionate since the 1990 law already guarantees the specific features of sickness funds by introducing financial and accounting controls, controls on insurance techniques and by requiring the creation of a reserve will. These measures are comparable to those applied in the insurance sector. The control office of the health insurance companies and health insurance state associations monitors compliance with the principles of precaution, mutual assistance and solidarity by the health insurance companies. The cooperation agreements within the meaning of Article 43 § 3 of the law must therefore be notified to this office. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29431 Now that, under Article 30 of the law of 14 July 1991 on commercial practices, the information on the nature of the proposed product is clear, it is not necessary to prohibit any cooperation in order to avoid consumer confusion. When it comes to a health insurance product, the ban on jointly organizing health insurance services is not justified. The law could also provide that the health insurance services and the insurance products in question could only be the subject of cooperation under certain conditions. The protection of privacy, which is also invoked to adopt the contested measure, does not justify it. The law of January 15, 1990 on the establishment and organization of a central social security database and the organizing law of December 8, 1992 contained appropriate provisions in this regard, particularly at the medical level. In any case, these reasons did not justify the total ban on the conclusion of the agreements in question. A.6.1.6. According to the plaintiffs in Cases Nos. 1407, 1408 and 1409, the disproportionality also results from the undue impairment of the guaranteed right to work, which is guaranteed in particular by Article 23 of the Constitution and Article 6 of the International Covenant of December 19, 1966 on Economic, Social and Cultural Rights is guaranteed. A.6.1.7. The plaintiffs in Cases 1407, 1408 and 1409 disputed the figures presented by the Council of Ministers regarding the relative share of free insurance in the health insurance sector compared to the banking and insurance sectors. In their view, it is of little use to compare the overall turnover of these sectors; it would be more appropriate to compare each type of insurance, particularly in the area of hospitalization, in each individual sector. A.6.2.1. The Council of Ministers recalls that the law of 6 August 1990 establishes the principles of precaution, mutual assistance and solidarity as the basis for the functioning of the sickness funds, but that it not only requires the sickness funds and national associations to possibility of participating in compulsory insurance, which must remain its main activity, but also of creating specific services in the field of sickness and incapacity for work, while respecting these three principles. They could also develop support, information and mentoring activities. In this sense, Article 9 § 2 of this law prohibits the exclusion of a member because of his age or his state of health. The legislature derived from this the need for a special statute under the supervision of the Control Board, particularly with regard to compliance with the objectives of the law. The voluntary insurance services provided by health insurance funds are not the same as those provided by insurance companies. Their contributions have been increased; hospitalization insurance only represents an annual income of three billion francs; membership in this is obligatory; benefits per day of hospitalization are limited; the various services, amounting to 13 billion francs, were limited to the health sector specific to the sickness funds; the truly voluntary insurances should not be regarded as prohibited joint offerings. According to Article 43 of the law, the cooperation agreements between the health insurance companies and the state associations ties with third parties under the control of their general assembly, with financial transparency; they are also subject to the control office. The desire to respect the specific feature of mutual assistance in the services provided to members is reinforced by the new Article 43bis of the law introduced by the law of 22 February 1998, which aims to amplify the agreement between the Giving priority to health insurance companies themselves, always respecting their rights and obligations. The new Article 43ter of the Law, introduced to supplement that provision and which is the subject of the present action, stems from a parliamentary amendment justified by taking into account the characteristics of health insurance funds and national associations , which required avoiding any confusion with the banking and insurance sectors; the other justification arises from the risk that personal information from compulsory or supplementary insurance could be transferred to the commercial sector. That provision is not intended to prohibit insurance companies from still offering healthcare products. A.6.2.2. According to the Council of Ministers, no comparison is possible between the insurance companies on the one hand and the sickness funds and the national associations on the other hand, because of the different insurance techniques, the social nature of the activity of the latter, the financing and the control of the former and the latter. He cites the opinion of the Council of State issued before the law of August 6, 1990, which allowed a different system to be created between the two sectors, taking into account the ancillary nature of voluntary and additional activities in relation to compulsory insurance even for the activities mentioned, but also asking the government to amend the law currently being drafted, in order to avoid that these voluntary and additional activities lose their accessory nature became. Article 43ter , which is challenged here , aims to comply with this wish by restricting cooperation, except with other sickness funds. That difficulty in comparing the two sectors also applies to mutual insurance, which falls within the insurance sector. All health insurance companies and state associations are subject to the same regulation, which cannot be discriminatory. The plaintiffs themselves wished that a special system of maintaining the existing agreements would be introduced to their advantage, while the public authorities could adapt their policies to the changed circumstances of the general interest and is not obligated to ensure the maintenance of previous practices. The comparison is even less relevant in relation to the banks, whose activities are even further apart of the health insurance companies is farther away than that of the insurance companies. A.6.2.3. Furthermore, according to the Council of Ministers, the difference in treatment is based on an objective criterion, since the new provision applies only to the sickness funds and the regional associations. The legislature rightly referred to the essential difference, already explained above, between the insurance activities and the service of the health insurance companies, which does not, however, preclude the latter from being able to offer voluntary or additional insurance; these are, however, of a general nature, as can be seen, inter alia, from the small risks sector, which is subject to uniform rules, and from hospital insurance, which is compulsory by virtue of the statute and for which there is therefore no possibility of choice. Machine Translated 29432by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL The relationship between the members and their health insurance company or national association is dynamic since the statutes can be modified by the general assembly. For example, in the event of dissolution, the members' right is fully guaranteed since they have an absolute right to the reserves. The share of voluntary supplementary insurance in the hospital sector is insignificant compared to the insurance and credit institutions sectors. While the health insurance companies enjoyed certain advantages by receiving public subsidies or by not being subject to European insurance law, these were offset by legal obligations, such as the restriction of their activities to the Health care, a strict regulation, the impossibility of expelling members who presented a "bad risk", their unprofitable nature, the requirement of financial balance in all services, the prohibition of international development and the small amounts that be in the game. However, it is an exaggeration to assume that the activities of the sickness funds can under no circumstances be subject to the law on commercial practices, since an amendment tabled to that effect was withdrawn during the parliamentary debate on this law be. The alleged distortion of competition between the health insurance sector on the one hand and the banking and insurance sector on the other does not result from the contested provision but from Articles 3(1 )( b) and (2), 7(2), 26(1) and 27 of the Law of 6 August 1990 and the Royal Decree of 15 February 1991 regulating State funding for voluntary health insurance services, which was not the subject of a complaint before the Council of State. The legislator took the position that the separation between the sectors had to be further strengthened. It was also about avoiding the disclosure of personal information to the commercial sector. The new Article 43ter of the law of August 6, 1990, as a continuation of Article 43bis , helps to reorient the health insurance funds to their essential mission in the health sector, without excluding the possibility of improving proximity to the members. A.6.2.4. The Council of Ministers continued its refutation, pointing out that the measure was disproportionate since the contested provision was intended to reinforce the specific nature of the sickness funds, not excluding any cooperation agreement, but to the sector of health insurance is limited. Likewise, the existence of privacy legislation does not prohibit the possibility of drastically preventing the risk of transmission of personal information. The contested ban is not absolute, given that insurance companies exercise their full freedom to To offer health care insurance to the public retained. A.6.2.5. With regard to the violation of the right to work, the Council of Ministers stated that Article 23 of the Constitution was not one of the provisions falling within the jurisdiction of the Arbitration Court and that in any case it had no direct effect as long as the legislature does not intervene. In the alternative, he assumes that this right is not called into question by the contested Article 43ter of the Law of 6 August 1990. The absolute nature of a prohibition or the simple possibility of a reduction in income alone did not justify any finding of unconstitutionality. In fact, freedom of trade and industry cannot be regarded as an absolute freedom, although the legislature may not affect it unless there is a need to do so or when that limitation is unjustified in the light of the objective be fair. The objective of the legislature, to create cooperation between persons other than the health insurance companies and to create maximum proximity to the members, is not called into question by the contested provision. In fact, the sickness funds could organize their activities, to which Article 3 b) and c) of the 1990 Law referred, into different services; they could turn into another national organization organizing such services; Article 43 of the law allows the creation of such services with any person who is not a bank or an insurance company, particularly within the health insurance sector. The case law of the ECJ judgment FFSA cannot be applied to the present case. In fact, it referred to a capitalization system, the benefits of which are directly linked to the amount of the contributions, and that is by no means the case with the contested scheme. By its judgment of 17 February 1993 in Poucet and Pistre, the Court of Justice recognized that the system in question, which is comparable to the contested legislation, complies with the provisions of the Treaty since the system pursues a social objective based on solidarity and subject to public scrutiny. With respect to the pleas of infringement of Articles 10 and 11 of the Constitution relating to the freedom of trade and enterprise and the right to work guaranteed by Article 23 of the Constitution (second and third Cause of Action of Plaintiffs in Case Registered Number 1382) A.7.1. The second and third causes of action in case file number 1382 allege violations of Articles 10 and 11 of the Constitution relating to freedom of commerce and trade and the right to work guaranteed by Article 23 of the Constitution. According to the plaintiffs, Article 43ter of the law of 6 August 1990, which was inserted by the contested provision, called into question freedom of enterprise, although this was stressed when the law was drafted, and without prejudice in a fair way compared to the objective. A.7.2. The Council's response to these pleas is consistent with that it has given in relation to plaintiffs' arguments in Cases 1407, 1408 and 1409, summarized above in A.6.2.5 became. -B In relation to the subject matter of the complaints B.1. According to Article 43 of the law of 6 August 1990 on the health insurance funds and national health insurance associations, "the health insurance funds and the [health insurance] national associations may cooperate with legal entities under public or private law" according to modality¨ ten by this provision, in particular the requirement for a written agreement, the power of the General Assembly to approve and terminate it, the information of the Control Office of Health Insurance Funds and State Health Insurance Associations and the annual report to the General Assembly. Article 130 of the Law of 22 February 1998 laying down social provisions introduces a new Article 43bis . According to this provision, «[may] sickness funds belonging to the same national association [...] for the performance of certain tasks referred to in Article 3, and without prejudice to Article 3(2). Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29433 organize certain services together or group them into a new entity to be created under the form of a mutual insurance company». By virtue of § 2 of this new provision "[is] this form of cooperation [...] the subject of a resolution of the general assembly of the health insurance funds concerned, which is convened specifically for this purpose". In the course of the parliamentary debate on this law, an amendment was tabled to insert new Article 43ter to read as follows: «Any agreement with a national association or a health insurance company, the promotion, distribution or sale of an insurance product within the meaning of the law of June 25, 1992 relating to the country insurance contract or a banking product within the meaning of the law of March 22, 1993 and About the status and control of the credit institutions as an object is prohibited, even if these products have been introduced specifically for members of a health insurance fund or a national association or are reserved for them. Any agreement that has as its object the promotion, distribution or sale of a service organized by a national association or a health insurance fund within the meaning of Articles 3 and 7 § 4 of the present law, within the framework of professional activities carried out in whole or in part in fall within the scope of the law of March 27, 1995 relating to insurance mediation and distribution of insurance or to the activities of the banking sector within the meaning of the law of March 22, 1993 relating to status and control of credit institutions is prohibited. Any promotion, distribution or sale of any of the products and services referred to in paragraphs 1 and 2 is assumed to be an irrefutable assumption of an agreement, whether written or implied. Existing agreements referred to in paragraphs 1 and 2 are no longer effective as of the first day of the fourth month after the entry into force of this article." (Parl. Doc., Chamber, 1997-1998, No. 1184/11, pp. 12 and 13) This provision, inserted in the law of August 6, 1990 by article 131 of the law of February 22, 1998, is the subject of the action. Regarding admissibility B.2. At the meeting, the Council of Ministers declared that it waived the objections of inadmissibility raised in its brief. The main point B.3. The plaintiffs allege several forms of discrimination resulting from the fact that the contested provision now prohibits the cooperation agreements provided for in Article 43 of the law of August 6, 1990, which allow health insurance funds and national associations of health insurance funds to sell insurance or banking products advertise, distribute or sell, or allow insurance companies or credit institutions to advertise, distribute or sell health insurance services. From this, the plaintiffs derive discrimination between the state health insurance associations and the health insurance companies on the one hand and the insurance companies and the credit institutions on the other with regard to the categories of activity that they are no longer allowed to carry out. The plaintiffs, who belong to the health insurance sector, have specific relationships with the insurance and banking sectors; They state that they are also discriminated against in relation to the other large state associations or the health insurance companies affiliated to them because of their particular disadvantage as a result of the contested measure. B.4. In examining a plea of unconstitutionality arising out of both equal and unequal treatment, the Court bases it on the consideration that the constitutional rules of equality and non-discrimination do not preclude such Treatments are introduced provided they are based on an objective criterion and are adequately justified. The existence of such a justification must be assessed in the light of the purpose and consequences of the contested measure and the nature of the relevant principles; it violates the principle of equality if it is established that the means employed are disproportionate to the purpose pursued. With regard to the pleas alleging discrimination between the health insurance companies and the state health insurance associations on the one hand and companies in the insurance and credit sectors on the other hand B.5. Insofar as the categories concerned consist of economic forces or institutions involved in the promotion, distribution or sale of health insurance products or insurance or banking products, they carry out activities which, despite their differences, are not sufficient are distant from each other so that they could be called incomparable. This applies in particular to voluntary supplementary insurance, the products and services of which are offered both by the health insurance sector and by the sector of credit institutions and insurance companies or their branch owners. B.6. The contested provision was introduced by a parliamentary amendment on the following grounds: «Although certain services and activities of the national associations and the health insurance companies (e.g. the hospitalization service, guaranteed income, etc.) cover the same areas and could be assimilated to the products offered by the commercial sector of banking and insurance institutions, they are based on completely different principles. In accordance with Article 2 of the law of August 6, 1990, they carry out their activities in a spirit of foresight, mutual assistance and solidarity, and not for profit. This means, among other things, that in application of Article 9 § 2 and in contrast to the commercial sector, they cannot exclude members because of their age or their state of health. Another important difference is that the rights and obligations of the members of a national association or health insurance company are defined by the articles of association, which can be adjusted or changed at any time by the general assembly. Due to these specific features, the regional associations and the health insurance companies are subject to their own legal norms, which were established by the law of August 6, 1990. In view of the fundamental differences between the objectives of insurance companies and sickness funds on the one hand, and insurance companies and banks on the other, it is necessary to avoid any confusion on the part of the consumer. Moreover, it can also be noted that a distribution and common distribution channels for both sectors, which have different objectives, increase the risk of personal information going from the compulsory insurance or the supplementary insurance to the commercial activities get over. This could result in a violation of the right of socially insured persons to the protection of private life.» (Parl. Doc., Chamber, 1997-1998, No. 1184/11, p. 13) Machine Translated 29434by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL The new Article 43ter of the law of August 6, 1990 was therefore mainly justified by the need to protect, in the interests of consumer protection, the specific characteristics of the health insurance sector, based on the principles of precaution, mutual assistance and solidarity ¨ t and are subject to their own legislation, as well as an effort to better protect the private lives of socially insured persons from any transfer of personal information from compulsory and supplementary insurance to commercial insurance. B.7.1. As in its judgment n. 23/92, and for the same reasons as therein, the Court notes that "precaution", "mutual assistance" and "solidarity" are fundamental principles of the law of August 6th 1990 do not prevent the sickness funds from offering their members free and additional services. Nevertheless, the activities of the health insurance companies differ significantly from those of the insurance companies companies and credit institutes and the health insurance companies pursue other objectives. The contested measure, which aims to emphasize that difference in the eyes of the consumer and to avoid any confusion between the health insurance sector and the commercial sector of banks or insurance companies, is relevant in relation to the objective. It is not disproportionate to this, as it does not prevent company health insurance funds from continuing their activities fully under the control of the statutory office, in compliance with the fundamental principles of the organizing legislation. B.7.2. The legal control exercised over all the activities of the health insurance funds, reinforced by the new Article 43bis , does not prevent the legislator from taking additional measures to "avoid any confusion". B.7.3. Moreover, legislators can reasonably assume that legislation on commercial practices and the protection of privacy is not sufficient to ensure that health insurance funds comply with the basic principles mentioned above. B.7.4. It is also alleged that the contested provision unduly affects the right to work and freedom of trade and commerce. The right to work and freedom of trade and commerce have no absolute value. In the economic sector, as in other sectors, legislators may have to restrict the freedom of action of the persons, institutions or companies concerned, which will necessarily affect the right to work and the freedom of trade and commerce. These limitations would only be discriminatory if they were imposed without necessity or if they were disproportionate to the objective, which, as explained above, is the case in present case does not apply. B.8. The pleas in law alleging discrimination between the health insurance companies and the regional health insurance associations on the one hand and companies in the insurance and credit sector on the other are unfounded. Concerning the pleas alleging discrimination between, on the one hand, the sickness funds, which have specific links to the insurance and credit sectors and the national association to which they are affiliated, and, on the other hand, the others Health insurance companies and state associations claim B.9. The second and third plaintiffs in case number 1382 and the plaintiff in case number 1410 are health insurance funds affiliated with the «Union national des mutualite´s libres», the first plaintiff in the case business directory number 1382. They claim that discrimination results from the fact that the plaintiffs are treated equally in relation to their different national associations and health insurance companies, since the contested provision in future any cooperation agreement between the health insurance companies and the national associations and legal persons private or public law relating to the advertising, distribution or sale of insurance products or banking products on the one hand and services organized by health insurance companies on the other. These plaintiffs invoke their specific nature, which results from their origin and from their orientation towards the insurance and banking sectors. B.10. As regards the contested measure, which is closely linked both to the activities of the sickness funds and to the activities of the banking and insurance sectors, it must be recognized that those sickness funds and the national association to which they belong clearly are to be distinguished from the health insurance companies and the state associations, which do not specifically address the banking and insurance sectors. B.11. The specificity cited by the plaintiffs is not such as to prevent the legislature from taking the contested measure in light of the objective pursued. In fact, although the legislator has introduced a distinction between the compulsory activities and services of the sickness funds and their additional free activities, this measure is justified since it is aimed at avoiding commercial connections between entities of the commercial sector and the non-commercial sector to "avoid any confusion" in the mind of the consumer. B.12. The causes of action are without merit. Regarding the pleas alleging a violation of Articles 10 and 11 of the Constitution in connection with the trade and freedom of trade and the right to work guaranteed by Article 23 of the Constitution B.13. These causes of action are consistent with the cause of action examined in B.7.4. For the reasons set out there these causes of action will be unfounded. For these reasons: The yard dismisses the lawsuits. Promulgated in French, Dutch and German, pursuant to article 65 of the special law of January 6, 1989 on the Court of Arbitration, at the public session of June 17, 1999. the chancellor The Chairman, L. Potoms. M. Melchior. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29435 MINISTRY OF FOREIGN AFFAIRS, MINISTRY OF FOREIGN AFFAIRS, FOREIGN TRADE FOREIGN TRADE AND DEVELOPMENT COOPERATION AND DEVELOPMENT COOPERATION F. 99 — 2629 [S ÿ C ÿ 99/15112] N. 99 — 2629 [S ÿ C ÿ 99/15112] 14 JANUARY 1999. — Law giving assent to the Decision of the representatives JANUARY 14, 1999. — Law approving the Decision of the Representatives of of the Governments of the Member States, meeting within the Council of 19 the Governments of the Member States, meeting within the Council, of 19 December 1995 concerning the protection of citizens of the European Union December 1995 on the protection of citizens of the European Union by by the representatives Diplomatic and Consular Sentences (1) diplomatic and consular representations (1) ALBERT II, King of the Belgians, ALBERT II, King of the Belgians, To all, present and future, Greetings. To all who are now and who will be hereafter, Our Salute. The Chambers have adopted and We sanction the following: The Chambers have adopted and We ratify the following: Article 1. This law regulates a matter referred to in Article 77 of the Constitution. Article 1. This Act regulates a matter as referred to in Article 77 of the Constitution. Art. 2. The Decision of the Representatives of the Governments of the Member art. 2. The Decision of the Representatives of the Governments of the Member States, meeting within the Council of 19 December 1995 concerning the protection States, meeting within the Council, of 19 December 1995 on the protection of of citizens of the European Union by diplomatic and consular representatives and citizens of the European Union by diplomatic and consular missions, and Annexes I its Annexes I and II, will release their full and entire effect. and II thereof, shall have full effect. Art. 3. The King shall take all the measures required for the execution of the art. 3. The King shall take all measures required for the implementation of the Decision referred to in Article 2, and its Annexes I and II. decree referred to in Article 2 and of Annexes I and II thereof. Let us promulgate the present law, order that it be coated with the seal of the Promulgate this law, decree that it shall be sealed with the nation's seal State and published by the Belgian Monitor. and will be published by the Belgian Official Gazette . Given in Brussels, January 14, 1999. Given in Brussels, January 14, 1999. ALBERT ALBERT By the King: From the King's way: The Minister of Foreign Affairs, E. The Minister of Foreign Affairs, DERYCKE E. DE RYCKE Sealed with the seal of the State: Sealed with the country's seal: The Minister of Justice, The Minister of Justice, T. VAN PARYS T. VAN PARYS Note Note (1) Session 1997-1998: (1) Session 1997-1998 : Senate. Senate. Documents. — Bill filed on June 23, 1998, no. 1-1034/1. Documents. — Draft law filed June 23, 1998, No. 1-1034/1. Session 1998-1999 : Session 1998-1999 : Report, No. 1-1034/2. — Text adopted by the Commission, No 1-1034/3. Report, no. 1-1034/2. — Text adopted by the Commission, No 1-1034/3. Parliamentary Annals. - Discussion. Session of November 18 Parliamentary Acts. — Discussion. Meeting of November 18th 1998. — Voting. Session of November 19, 1998. ber 1998.—Vote. Meeting of 19 November 1998. Session 1998-1999 : Session 1998-1999 : Bedroom. Chamber. Documents. — Draft submitted by the Senate, No. 1828/1. — Text adopted Documents. — Text sent by the Senate, No. 1828/1. Text adopted in plenary in plenary sessions and submitted to Royal Assent, No. 1828/2. session and submitted for ratification by the King, no. 1828/1. Parliamentary Annals. - Discussion. Meeting of December 3, 1998. — Parliamentary Acts. — Discussion. Meeting of 3 December Vote. Session of December 3, 1998. ber 1998.—Vote. Meeting of December 3, 1998. Machine Translated 29436by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL Decision of the representatives of the governments of the Member States, meeting within the Council of 19 December 1995 on the protection of citizens of the European Union by diplomatic and consular representations (95/553/EC) The representatives of the Governments of the Member States of the European Union, meeting within the Council, Determined to pursue the construction of the European Union ever closer to the citizens, Taking into account the concept of citizenship of the Union created by the Treaty on European Union, a different concept that of national citizenship and which in no way replaces it, Desiring to implement the obligation provided for in Article 8C of the Treaty establishing the European Community, Considering that this common system of protection will strengthen the perception of the identity of the European Union in third countries, Bearing in mind that the establishment of a common system for the protection of citizens of the European Union in third countries will also strengthen the perception of European solidarity by the citizens concerned, De´cident : Article 1. All citizens of the European Union benefit from consular protection with any representation diplomatic or consular post of a Member State if, on the territory where it is located, there is: — neither accessible permanent representation, — nor accessible and competent honorary consul of his own Member State or of another State representing him on a permanent basis. Art. 2. 1. The diplomatic and consular representations requested respond to the request for protection of the person concerned provided that it is established that the latter has the nationality of a Member State of the European Union by producing a passport or an identity document. 2. In the event of loss or theft of documents, any other proof of nationality may be accepted, if necessary after verification with the central authorities of the Member State whose interest person claims nationality, or with the nearest diplomatic or consular representation of that State. Art. 3. Diplomatic and consular representations granting protection shall treat the applicant as a national of the Member State they represent. Art. 4. Without prejudice to Article 1, diplomatic and consular representations may agree practical arrangements for the effective management of applications for protection. Art. 5. 1. The protection referred to in Article 1 includes: a) assistance in the event of death; b) assistance in the event of serious accident or illness; (c) assistance in case of arrest or detention; (d) assistance to victims of violence; e) assistance and repatriation of citizens of the European Union in difficulty. 2. In addition, and insofar as they are competent, the diplomatic representations or consular agents of the Member States stationed in a third State may also come to the aid of the citizen of the Member States in other cases. European Union which so requests. Art. 6. 1. Notwithstanding article 3 and except in cases of extreme urgency, no advance, financial aid or expense may be granted or committed in favor of a citizen of the European Union. without the authorization of the competent authorities of the Member State of which he is a national, given either by the Ministry of Foreign Affairs or by the nearest diplomatic mission . 2. Unless the authorities of the Member State of which the applicant is a national expressly waive this requirement, the applicant must undertake to repay the entire advance or financial assistance, as well as the expenses incurred and, where applicable, a consular fee notified by the competent authorities. 3. The commitment to reimburse is recorded in a document requiring the claimant in difficulty to reimburse to the government of the Member State of which he is a national the expenses incurred for him or the sum of money paid to him, plus any taxes. 4. The government of the Member State of which the applicant is a national will reimburse all costs upon request of the government of the assisting member state. 5. The common reimbursement commitment models to be used are set out in Annexes I and II. Art. 7. Five years after its entry into force, this Decision shall be reviewed in the light of the experience acquired and of the objective of Article 8C of the Treaty establishing the European Community. Art. 8. This Decision shall enter into force when all the Member States have notified the General Secretariat of the Council that the procedures required by their legal order for the application of the first this decision have been completed. Art. 9. This decision is published in the Official Journal of the European Communities. Done in Brussels, December 19, 1995. By the Council: Le pre´sident, L. ATIENZA SERNA Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29437 Annex I Common model for reimbursement commitment (cash advance) I, the undersigned (Mr./Ms./Ms.) (name in full and in block letters) .......................................................................................................................................................................................................... holder of passport no................................. issued to........ .................................................. .................................................. .. hereby acknowledge having received from the Embassy/Consulate of .................. ................................................ to ................................................. ..................................................................................................................................................... the sum of ............................................... .................................................. .................................................. ............................... as an advance for ...................................... .................................................. .................................................. ..................... ............................ ........................... (including any consular fee) and undertake to reimburse on demand to the Ministry of Foreign Affairs/Government .................................. .......................................................................................................................................................................................................... in accordance with the laws of that country, the equivalent of the said sum in (currency) ......................... ........................... at the rate of exchange prevailing on the day the advance was granted. My address (*) (in block letters) (country)................................. .................................................. ............................ is : ................................................ .................................................. .................................................. .............................................. .......................................................................................................................................................................................................... .......................................................................................................................................................................................................... .......................................................................................................................................................................................................... DATE.................................................. SIGNATURE .................................................................................................................... (*) If you do not have a fixed address, please indicate the address of a contact person. Annex II Common model of reimbursement commitment (repatriation) I, the undersigned (Mr./Ms./Ms.) (name in full and in block letters) .......................................................................................................................................................................................................... born in (city.................................) (country) .... .................................................. .................................................. ............................ the date).................. .................................................. .................................................. .................................................. ................... holder of passport No.................. issued to.. .................................................. .................................................. ..................... the............................ and identity card no. hereby undertake to reimburse on.......................................................................................................................... demand to the government of ...................... ............................................ ....... ................................. in accordance with the national law of that country the equivalent to any sum paid for me or advanced to me by the consular officer of the government of ... ................................. ................. .................................................. .................................................. ........................... to...................... ................................. with a view to or on the occasion of my repatriation and that of the members of my family accompanying me to......... and to pay all the consular fees relating to this repatriation. These sums include: i) (*) Travel expenses ....................................... .................................................. .................................................. ....................... Travel subsistence allowance .................................................. .................................................. .............................. Miscellaneous costs................................................ .................................................. .................................................. ..................... LESS my contribution ............................................ .................................................. ................................................. CONSULAR RIGHTS: Right relating to repatriation .............................................. .................................................. ............................................ Fee for service rendered ........................................... .................................................. .................................................. Passport/emergency fee (..........hours at........ the hour).............. .................................................. .................................................. .... (ii) (**) Any sum paid for me for or in connection with my repatriation and that of my accompanying family members which cannot be determined e at the time I sign this Reimbursement Undertaking. I know that I will not be able to have a passport normally until my debt has been fully rembourse´e. My address (***) at (in block capitals) (country) .......................................................................................................................................................................................................... is : ................................................ .................................................. .................................................. .............................................. .......................................................................................................................................................................................................... .......................................................................................................................................................................................................... .......................................................................................................................................................................................................... DATE.............................. SIGNATURE ........................................................................................................................................ (*) Strike out where applicable: the consular officer and the applicant must initial any deletion in the margin. (**) Strike out where applicable: the consular officer and the applicant must initial any deletion in the margin. (***) If you do not have a fixed address, please indicate the address of a contact person. Machine Translated 29438by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL Decision of the Representatives of the Governments of the Member States, meeting within the Council, of 19 December 1995 on the protection of citizens of the European Union by diplomatic and consular missions (95/553/EG) The Representatives of the Governments of the Member States of the European Union, meeting within the Council, Determined to continue the process of building a Union that is ever closer to its citizens, Convinced of the importance of further developing the concept of Union citizenship established by the Treaty on European Union, which differs from and in no way replaces the national concept of citizenship, Desiring to fulfill the obligation of Article 8c of the Treaty establishing the European Community, Considering that this common system of protection will also strengthen the Union's identity in third countries, Whereas the establishment of a common system for the protection of the citizens of the Union in third countries will also strengthen the sense of European solidarity among the citizens concerned, Decisions : Article 1. Every citizen of the European Union shall enjoy consular protection from the diplomatic or consular missions of any other Member State if his own Member State or another State permanently representing his Member State, in the territory in which he is present : — does not have an accessible permanent representation, and — does not have an accessible and competent honorary consul. art. 2. 1. The requested diplomatic and consular missions shall grant the application for protection if it is established, by production of a passport or proof of identity, that the person concerned is a national of a Member State of the Union. 2. In the event of loss or theft of documents, any other proof of nationality may be accepted, if necessary after checking with the central authorities of the Member State of which the person concerned claims to have nationality or with the nearest diplomatic or consular mission of that's in place. art. 3. The diplomatic and consular missions providing protection shall deal with the applicant in the same way as a national of the Member State they represent. art. 4. Without prejudice to Article 1, diplomatic and consular missions may, if necessary, provide practical agree arrangements for the effective processing of applications for protection. art. 5. 1. The protection referred to in Article 1 shall include: (a) assistance in the event of death; (b) assistance in the event of serious accidents or serious illness; (c) assistance in case of arrest or detention; (d) assistance to victims of violent crime; (e) assistance and repatriation of Union citizens in difficulty. 2. In addition, the diplomatic and consular missions of the Member States in a third State may, in so far as they are empowered to do so, also provide assistance in other cases to citizens of the Union who so request. art. 6. 1. Notwithstanding Article 3 and except in the case of extreme emergency, no advances or financial assistance may be made and no expenditure may be made on behalf of a citizen of the Union without the approval of the competent authorities of the Member State whose nationality, namely the Ministry of Foreign Affairs or the nearest diplomatic mission. 2. Unless the authorities of the Member State of which the applicant is a national expressly waive this requirement, the applicant shall undertake to repay the advance or financial aid in full, plus the expenses incurred and, where appropriate, a payment made by the competent authorities published consular law. 3. The undertaking to repay shall be recorded in a document in which the applicant in difficulty undertakes to repay to the Member State of his nationality the expenses incurred on his behalf or the sum paid to him, plus any rights. 4. The Government of the Member State of which the applicant is a national shall reimburse all costs upon request of the Government of the Member State providing assistance. 5. The common models of repayment commitments are set out in Annexes I and II. art. 7. This Decision shall be reviewed five years after its entry into force in the light of experience gained and of the objective of Article 8c of the Treaty establishing the European Community. art. 8. This Decision shall enter into force when all Member States have notified the General Secretariat of the Council informed that the procedures required by their legal order to apply this Decision have been completed. art. 9. This Decision shall be published in the Official Journal of the European Communities. Done at Brussels, 19 December 1995. For the Council : The President, L. ATIENZA SERNA Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29439 Appendix I Common form « Commitment to repay an advance » I, the undersigned (Mr./Mrs./Ms.) (full name in capital letters) .......................................................................................................................................................................................................... holder of passport no................................. issued at.......... .................................................. ......................................... hereby acknowledge to have received from the Embassy/ Consulate of ................................................ ............................ ................................ ............................ at..................... .................................................. .................................................. ...... the amount of ............................................... .................................................. .................................................. .......................... by way of advance payment for .................. .................................................. .................................................. ................................ .................. ................................ (including any consular fees) and commit me to submit to the Ministry of Foreign Affairs/Government in accordance with the national law of that country the equivalent of the stated amount (currency) .................................... .................................................. ............................................... .......................................................................................................................................................................................................... to be refunded at the exchange rate of the day on which the advance was paid My address (*) (in capital letters) (country) ........................ .................................................. .................................................. .............is.................................. .................................................. ................................. .......................................................................................................................................................................................................... .......................................................................................................................................................................................................... .......................................................................................................................................................................................................... DATE................................................. SIGNATURE................................................. .................................................. ... (*) If you do not have a permanent address, please provide a contact address. Annex II Common form "commitment to repayment" (repatriation) I the undersigned (Mr/Mrs/Ms) (full name in capital letters) .......................................................................................................................................................................................................... born in (municipality.................................................) in ( country)................................................. .................................................. .... on date) .......................................... .................................................. .................................................. .................................. holder of passport no....... ................................ issued at................ .................................................. .............................. on................... .................................................. ........ and identity card no. ........................................ .......................................... commit myself to the Government upon request from ................................................. .................................................. ........... ................... to repay, in accordance with the national law of that country, the equivalent of all repayments those paid for me or advanced to me by the EC consular officer of the ................................ ................. ............................................ Government in .... .................................................. ........................................... with a view to or in connection with the repatriation ring to ................................................ me, and to pay all consular...... expenses from myselfrelated and tothe themembers repatriation. of my family accompanying These are: i) (*) Transport costs ......................................... .................................................. .................................................. ..................... Cost of living .................................................................. .................................................. ........................................ Miscellaneous costs ................................................ .................................................. .................................................. ............... minus my own contribution ......................... .................................................. ............................................ consular fees : Repatrie¨ringskosten .......................................................................................................................................................... Cost of care................................................................... .................................................. .................................................. .. Cost of passport/assistance in emergency (.......... hour.......... per hour..........) ........ .................................................. .................................................. .......................... ii) (**) All amounts paid to me for the purpose of or in connection with the repatriation of myself and the members of my family accompanying me were made, and which cannot be ascertained at the time this undertaking to repay is signed by me. I know that passport facilities are not normally available to me until my debt is fully repaid. My address (***) (in capital letters) (country) .......................................................................................................................................................................................................... is : .................................................................................................................................................................................................... .......................................................................................................................................................................................................... .......................................................................................................................................................................................................... .......................................................................................................................................................................................................... DATE SIGNATURE...................................... .................................................. .................................................. ... (*) Delete where not applicable: the consular officer and the applicant must initial each deletion in the margin. (**) Strike out where not applicable : the consular officer and the applicant must initial each strikethrough in the margin. (***) If you do not have a permanent address, please provide a contact address. Belgium ratified this decision on February 23, 1999, it has not yet entered into Belgium ratified this decision on 23 February 1999, it has not yet entered into force. The date of entry into force as well as the list of bound States will be force. The date of entry into force together with the list of bound States will be published in a subsequent notice. published in a later notice. Machine Translated 29440by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL MINISTRY OF JUSTICE DEPARTMENT OF JUSTICE F. 99 — 2630 [C ÿ 99/09646] N. 99 — 2630 [C ÿ 99/09646] 7 MAY 1999. — Law containing the Companies Code (1) 7 MAY 1999. — containing the Companies Code (1) ALBERT II, King of the Belgians, ALBERT II, King of the Belgians, To all, present and future, Greetings. To all who are now and who will be hereafter, Our Salute. The Chambers have adopted and We sanction the following: The Chambers have adopted and We ratify the following: FIRST CHAPTER. — General provision CHAPTER I. — General provision Article 1. This law regulates a matter referred to in Article 78 of the Article 1. This Act regulates a matter as referred to in Article Constitution. 78 of the Constitution. CHAPTER II (former chapter one). — The Companies Code CHAPTER II (formerly Chapter I) The Companies Code Art. 2. The following provisions form the Company Code. art. 2. The following provisions constitute the Companies Code. “COMPANY CODE " COMPANIES CODE BOOK ONE BOOK I Dispositions introductives Preliminary provisions FIRST TITLE. — Company and legal personality TITLE I. — Company and legal personality Article 1er Article 1 A company is constituted by a contract under the terms of which two or A partnership is formed by a contract under which two or more persons more people put something in common, to carry out one or more specific agree to bring something together for the purpose of carrying out one or activities and with the aim of providing the partners with a benefit. direct or more precisely defined activities and for the purpose of providing the indirect financial benefit. partners with a direct or indirect capital advantage . In the cases provided for by this code, it may be constituted by a legal act In the cases provided for in this Code, it may be established by a legal emanating from the will of a single person who allocates property to the act emanating from a person who uses goods for one or more precisely exercise of one or more activities. are determined. defined activities. In the cases provided for by this code, the company deed may provide In the cases provided for in this Code, the company deed may provide that the company is not constituted for the purpose of providing the that the company is not incorporated with the intent to provide the partners shareholders with a profit. direct or indirect asset. with a direct or indirect capital advantage. Art. 2 Art. 2 § 1. The common law company, the temporary company and the internal § 1. The partnership, the temporary commercial partnership and the silent company do not benefit from legal personality. trading company have no legal personality. § 2. This code recognizes as a commercial company with § 2. This Code recognizes as a commercial company with legal legal personality: personality: — the general partnership, abbreviated VOF; — the ordinary — the general partnership, abbreviated as SNC; limited partnership, abbreviated Comm.V; — the private limited company, — the limited partnership, abbreviated as SCS; — the abbreviated BVBA; private limited liability company, abbreviated as SPRL; — the cooperative company, which may have limited liability, in — the cooperative company, which can be either limited liability, abbreviated SCRL, or immeasurable responsiveness, and abbreviated SCRI; abbreviated CVBA, or unlimited liability, abbreviated CVOA; — the public limited company, abbreviated — the public limited company, abbreviated NV; as SA; — the partnership limited by shares, abbreviated as SCA; — the limited partnership with shares, abbreviated Comm. VA; — the economic interest grouping, abbreviated as GIE. § 3. — the economic grouping, abbreviated ESV. § 3. It recognizes It recognizes as a civil society endowed with personality as a civil company with legal personality legal, the agricultural society, in abbreviated form S. Agr. the agricultural company, abbreviated LV. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP 29441 § 4. The companies referred to in §§ 2 and 3 acquire the personality § 4. The companies referred to in §§ 2 and 3 acquire legal personality from the legal from the day on which the deposit referred to in Article 68 is made. day of the deposit referred to in Article 68. In the absence of the deposit referred to in paragraph 1, a company with a In the absence of the filing referred to in the first paragraph, the company commercial purpose which is neither a company in formation nor a temporary whose object is commercial and which is neither a company in formation, nor a company e, nor an internal company, is subject to the rules concerning the temporary trading company or a silent trading company, shall be governed by the common law company and, in the case of a company name, to article 204. rules governing the partnership and, if it is a common name, by Article 204. Art. 3 art. 3 § 1. Companies are governed by the agreements of the parties, by civil law § 1. The companies are governed by the agreements of the parties, by civil law and, if they are commercial in nature, by laws specific to commerce. § 2. The civil and, if they have a commercial nature, by the special laws on commerce. § 2. or commercial nature of a company is determined by its object. § 3. This is the The civil or commercial nature of a company is determined by its purpose. case even if the provisions of the articles of association provide that the company was not incorporated with the aim of providing the shareholders with a direct financial benefit or indirect. § 4. Civil companies with a commercial form § 3. This applies even if the articles of association provide that the company are companies whose object is civil, and which, without losing their civil nature, was not incorporated with the intention of providing the partners with a direct or have adopted the form of a commercial company. to benefit from legal personality. indirect capital advantage. § 4. Civil companies with a commercial form are companies whose object is civil and which, without losing their civil nature, take on the legal form of a commercial company with a view to acquiring legal personality. They do not have They do not have the status of trader. the status of merchant. TITLE II. — Definitions TITLE II. — Definitions FIRST CHAPTER. — Listed companies CHAPTER I. — Listed companies Art. 4 Art. 4 Listed companies are companies whose securities are admitted to official listing on a Listed companies are companies whose securities are listed on a stock stock exchange located in a state exchange located in a Member State of the European Union or in a regulated member of the European Union or another regulated market, within the meaning market treated as such by the King for the purposes of this Article within the of Article 1, § 3, of the law of 6 April 1995 on secondary markets, the status of meaning of Article 1. § 3, of the Act of 6 April 1995 on secondary markets, the companies and their control, to intermediaries and investment advisers, recognized statute and supervision of investment firms, intermediaries and investment advice by the King as equivalent for the application of this article. sisters. CHAPTER II. — Control, parent companies and subsidiaries CHAPTER II. — Control, parent and subsidiaries Section premium`re. - Check Section I. — Control Art. 5 art. 5 § 1. “Control” of a company means the power in law or in fact to exercise § 1. "Control" over a company is understood to mean the power, in law or in decisive influence over the appointment of the majority of its directors or managers fact, to exercise a decisive influence on the appointment of the majority of or on the orientation of its management. § 2. Control is de jure and irrefutably directors or managers or on the orientation of the policy. presumed: 1° when it results from the holding of the majority of the voting rights attached to all the shares, shares or associate rights of the company § 2. The control is judicial and is irrefutably presumed: 1° when it results from the possession of a majority of the voting rights attached to the total of the shares of the company concerned; in cause; 2° when a partner has the right to appoint or revoke the majority 2° when a partner has the right to obtain a majority of the administrators or managers; appoint or dismiss directors or business managers; 3° when a partner has the power of control by virtue of the articles of association 3° when a partner has the supervisory powers pursuant to the articles of of the company in question or of agreements entered into with it; association of the company concerned or pursuant to agreements concluded with that company; 4° when, as a result of agreements entered into with other partners of the 4° when, by virtue of an agreement with other partners of the company company in question, a partner has the majority of the voting rights attached to concerned, a partner has the majority of the voting rights attached to the total of all the shares, or rights of associates thereof; the shares of that company; 5° in case of joint control. § 3. The control is in fact when it arises from factors other than those referred to in § 2. 5° in the event of joint control. § 3. The control is de facto when it results from elements other than those referred to in § 2. A partner is, unless proven otherwise, presumed to have de facto control over Unless there is evidence to the contrary, a partner is presumed to actually the company if, at the penultimate and at the last general meeting management have control over a company if he has exercised voting rights at the penultimate of this company, he exercised voting rights representing the majority of the votes and last general meeting of this company, which represent the majority of the attached to the securities represented at these meetings. voting rights attached to the shares held at this general meeting. shares represented at meetings. Art. 6 Art. 6 For the application of this code, the following terms are to be For the purposes of this Code: 1° "parent company" means understood as: 1° “parent company”, the company which holds a power of control over the company that has a another company; exercises control authority over another company; 2° “subsidiary”, the company over which a power of control exists. 2° under “subsidiary”, the company over which there is a power of control. Machine Translated 29442by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL Art. 7 Art. 7 § 1. For the determination of the power of control: 1° the § 1. To determine the power of control: 1° the indirect power held indirectly through the intermediary of a subsidiary is added to power through a subsidiary is added to the direct power; 2° the the power held directly; 2° the power held by a person serving as an competence of a person acting as an intermediary of another person shall intermediary for a be deemed to be held exclusively by the latter. other person is deemed to be owned exclusively by the latter. For the determination of the power of control, no account shall be taken of In determining the control power, no account is taken of a suspension of the suspensions of the right to vote or the limitations on the exercise of the voting rights, nor of the voting rights restriction referred to in this Code or in voting power provided for by this code or by provisions galas or statutes of legal or statutory restrictions with a similar effect. similar effect. For the application of Article 5, § 2, 1° and 4°, the voting rights relating to For the purposes of Article 5, § 2, 1° and 4°, the voting rights attached to all the shares, units and rights of associates of a subsidiary mean minus the the total of the shares of a subsidiary must be reduced by the voting rights voting rights attached to the shares, shares and rights of associates of this attached to the shares of this subsidiary, held by the latter itself or by its subsidiary held by itself or by its subsidiaries. The same rule applies in the subsidiary. The same rule applies in the case referred to in Article 5, § 3, case referred to in Article 5, § 3, paragraph 2, with regard to the securities second paragraph, with regard to the shares represented at the last two represented at the last two general meetings. ´erals. general meetings. § 2. "Intermediary" is understood to mean any person acting under a mandate, commission, portage, name loan, fiduciary or equivalent agreement, on behalf of another person. § 2. By “person serving as an intermediary”, is meant any person acting under a mandate, commission, portage, nominee, trust or trusteeship agreement. equivalent effect, on behalf of another person. Art. 8 Art. 8 “Exclusive control” means the control exercised by a "Exclusive control" is understood to mean control exercised by a company company either alone or with one or more of its subsidiaries. alone or jointly with one or more of its subsidiaries. Art. 9 Art. 9 “Joint control” means the control exercised together by a limited number By "joint control" is meant the control that a limited number of partners of partners, when they have agreed that decisions relating to the direction of exercise together, when they have agreed that decisions about the orientation management could only be taken of their common accord. of the policy cannot be taken without their common consent. “Joint subsidiary” means the company over which joint control exists. The term "joint subsidiary" should be understood to mean the company over which there is joint control. Section II. — Consortium Section II. — Consortium Art. 10 Art. 10 § 1. There is a “consortium” when a company and one or more other § 1. There is a "consortium" when a company on the one hand, and one companies governed by Belgian or foreign law, which are neither subsidiaries or more other companies under Belgian or foreign law on the other, which of each other, nor subsidiaries of the same company ´, are placed under a are not subsidiaries of each other, nor are they subsidiaries of one and the single management. same company under central management. § 2. These companies are irrefutably presumed to be placed under a § 2. These companies are irrefutably presumed to be under central single management: 1° when the single management of these companies management: 1° when the central management of these companies results results from contracts concluded between these companies or statutory from agreements concluded between these companies or from statutory clauses, or, provisions, or 2° when their administrative bodies are made up of a majority 2° when their governing bodies consist for the most part of the same from the same people. persons. § 3. Subject to proof to the contrary, companies are presumed to § 3. Companies are presumed, unless there is evidence to the contrary, to be under central management if the majority of their shares are held by be placed under a single management, when their shares, shares or the same persons. The provisions of Article 7 apply. associate rights are held in the majority by the same people. The provisions of article 7 are applicable. This paragraph is not applicable to shares, units and rights This paragraph does not apply to shares held by governments. partners held by public authorities. Section III. - Socie´te´s lie´es and associe´es Section III. — Affiliated and Associated Companies Art. 11 Art. 11 For the application of this code, the following terms are to be understood For the purposes of this Code: 1° "companies associated as follows: 1° “companies linked to a company”: a) the companies that with a company" means: a) the companies over which it exercises it controls; control powers; b) the companies exercising a power of control over it; c) the companies with which it forms a consortium; d) other companies which, (b) the companies that control it; to the knowledge of its governing body, are under the control of the companies referred to in a), b) and c); 2° under “persons associated with a c) the companies with which it forms a consortium; d) person”, the natural and legal persons associated with a person within the other companies which, to the knowledge of its governing body, meaning of 1°. ration, are controlled by the companies referred to under a), b) and c); 2° “persons related to a person”, natural and legal persons when there is a parent-child relationship between them and this person within the meaning of 1°. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29443 Art. 12 Art. 12 “Associated company” means any company, other than a subsidiary or a "Associated company" means any company other than a subsidiary or a joint subsidiary, in which another company holds a stake and on the joint venture in which another company has a participating interest and in direction of which it wields significant influence. which it exercises significant influence on the orientation of policy. This significant influence is presumed, unless there is evidence to the Unless proven otherwise, this significant influence is presumed if the contrary, if the voting rights attached to this participation represent one-fifth voting rights attached to this participation represent one fifth or more of the or more of the voting rights of the shareholders or associates of this company. total number of voting rights of the shareholders or members of this The provisions of article 7 are applicable. company. The provisions of Article 7 apply. Section IV. — Participation and participation link Section IV. — Participation and shareholding relationship Art. 13 Art. 13 Are regarded as Social rights held in other companies are considered to constitute a participations, the social rights in other companies whose purpose, by participation when this holding aims, by establishing a lasting and specific creating a lasting and specific link with those other companies, is to enable link with these companies, to allow society to influence the direction of the the company to influence the orientation of the policy of these other management of these companies. companies? companies. Is presumed to constitute a participation, unless proven otherwise: Barring proof to the contrary, a participation is presumed to be: 1° the possession of company rights representing one-tenth of the capital, of the 1° the holding of corporate rights representing one-tenth of the capital, company fund or of a class of shares of a company; of the social fund or of a class of shares of the company; 2° the holding of corporate rights representing a portion of less than 10%: 2° possession of company rights representing a quota of less than 10%: a) when, together with the company rights held in the same company by a) when, by adding together the social rights held in the same company the subsidiaries of the company, they reach one-tenth of the capital , of by the company and its subsidiaries, these represent one-tenth of the the social fund or of a class of shares of that company; capital, the social funds or a class of shares of the company in question; b) when the deeds of disposal relating to these shares or units or the b) when the acts of disposal over these shares or the exercise of the exercise of the rights relating thereto are subject to contractual stipulations rights attached thereto are subject to agreements or unilateral commitments or unilateral commitments to which the company has subscribed. entered into by the company. Art. 14 art. 14 “Companies with which there is a shareholding link” means companies, "Companies with which a participation relationship exists" means the other than related companies: companies that are not affiliated companies: 1° in which the company directly holds or whose subsidiaries 1° in which the company directly or its subsidiaries hold a participating hold an interest; interest; 2° who, to the knowledge of the management body of the company, 2° who, to the knowledge of the management body of the company, hold directly or whose subsidiaries hold a participation in the capital of the directly or whose subsidiaries hold a stake in the capital of the company; company; 3° who, to the knowledge of the management body of the company, are 3° who, to the knowledge of the management body of the company, subsidiaries of the companies referred to in 2°. are subsidiaries of the companies referred to in the 2°. CHAPTER III. — Size of societies and groups Section CHAPTER III. — Size of companies and groups Section I. — one. — Small companies Small companies Art. 15 Art. 15 § 1. Small companies are companies with legal personality which, for the § 1. Small companies are those companies with legal personality that, last closed financial year, do not exceed more than one of the following for the last closed financial year, do not exceed more than one of the limits: following criteria: — annual average of the workforce: 50; — annual — number of workers employed, annual average: 50; — annual turnover, excluding value added tax: 200 million francs; turnover, excluding value added tax: 200 mil lions of francs; — balance sheet total: FF 100 million; — balance sheet total: 100 million unless the number of workers employed, on an annual average, exceeds francs; unless the annual average of the workforce exceeds 100. § 2. For 100. § 2. The application of the criteria set out in § 1 to companies starting companies that start up their business, these figures are estimated in good their activities makes the subject to good faith estimates at the beginning faith at the beginning of the financial year for the purposes of the criteria of the year. specified in § 1. When for the previous financial year, a company has not exceeded the If a company did not exceed the criteria referred to in § 1 in the previous criteria provided for in § 1, it is considered to be a small company for the financial year, it will be regarded as a small company for the current current financial year, even if, for this financial year, it no longer meets the financial year, even if it no longer meets the criteria required for that financial criteria imposed. year. When for the previous financial year, a company has exceeded the If a company exceeded the criteria referred to in § 1 in the previous criteria provided for in § 1, it is no longer considered to be a small company financial year, it will not be regarded as a small company for the current for the current financial year, even if, for this financial year, it meets the financial year, even if it meets the criteria required for that financial year. criteria imposed. § 3. When the financial year lasts less or more than twelve months, the § 3. If the financial year has a duration of less than or more than twelve amount of turnover excluding value added tax, referred to in § 1st, is months, the amount of turnover excluding the value added tax referred to in multiplied by a fraction whose denominator is twelve and whose numerator § 1, is multiplied by a fraction whose denominator is twelve and the is the number of months included in the financial year in question, any numerator is the number of months from month started being counted as a full month. the fiscal year, with each month begun counting as a full month. Machine Translated 29444by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL § 4. The average number of employed workers, referred to in § 1, is the § 4. The average number of employees referred to in § 1 is the average average number of full-time equivalent workers registered at the end of each of the number of employees registered at the end of each month of the month of the financial year in question in the register of the personnel financial year in the personnel register kept pursuant to Royal Decree No. 5 required pursuant to Royal Decree No. 5 of October 23, 1978 relating to the of 23 October 1978 on the keeping of social documents, expressed in full- keeping of social documents. time equivalents. The number of full-time equivalent workers is equal to the volume of work The number of employees expressed in full-time equivalents is equal to expressed in full-time equivalents, to be calculated for part-time workers on the volume of work reduced to full-time employed equivalents, to be the basis of the contractual number of hours to be worked in relation to the calculated for part-time employees on the basis of the conventional number normal working time of a comparable full-time worker (reference worker). of hours to be worked, relative to the normal working hours of a comparable full-time employee (reference employee ). When more than half of the products resulting from the normal activity of If more than half of the revenues arising from the ordinary business of a a company are products not covered by the definition of the "turnover" item, company consist of revenues that do not correspond to the description of it is necessary, for the application of § 1, to understand by “turnover”, the the item "turnover", then for the purposes of § 1 'turnover' must be understood total income excluding exceptional income. to mean: the total of the income excluding exceptional income. The balance sheet total referred to in § 1 is the total book value of the The balance sheet total referred to in § 1 is the total book value of the assets as it appears on the balance sheet which is determined by royal assets as appears from the balance sheet schedule established by Royal decree by virtue of article 92, § 1. Decree pursuant to Article 92, § 1. § 5. If the company with one or more § 5. In the case of a company linked to one or more others, within the other companies within the meaning of Article 11, the criteria regarding meaning of Article 11, the criteria in terms of turnover and balance sheet turnover and balance sheet total referred to in § 1 are calculated on a total, s in § 1, are determined on a consolidated basis. As for the criterion in consolidated basis. With regard to the workforce criterion, the average terms of staff employed, the number of workers employed on an annual number of employees employed annually by each of the affiliated companies average by each of the related companies is added together. concerned is added up. § 6. The King may change the figures referred to in § 1 and the way in which they are calculated. These royal decrees are taken § 6. The King may modify the figures provided for in § 1 as well as the after consultation in the Council of Ministers and after advice from the methods of their calculation. These royal decrees are issued after deliberation Central Council for Business. For the amendment of § 4, first and second in the Council of Ministers and on the advice of the Central Economic Council. paragraph, the advice of the National Labor Council is also requested. The opinion of the National Labor Council is also requested for the modification of § 4, paragraphs 1 and 2. Section II. — Small groups Section I. — Small Groups Art. 16 Art. 16 § 1. A company and its subsidiaries, or the companies which together § 1. A company together with its subsidiaries, or companies that together constitute a consortium, are considered to form a small group with its form a consortium, are considered to form a small group if these companies subsidiaries when together, on a consolidated basis, they do not no more together, on a consolidated basis, do not exceed more than one of the than one of the following limits pass: following criteria: — annual turnover, excluding value added tax: — annual turnover, excluding value added tax: 800 million francs; 800 million francs; — balance sheet total: FF 400 million; — balance sheet total : 400 million — staff employed, annual average: 250. francs; — annual average of the workforce : 250. The figures mentioned in paragraph 1 are, for financial years beginning The figures referred to in the first paragraph are increased as follows for before January 1 , 1999, increased as follows: — annual turnover, excluding the financial years commencing before 1 January 1999: — annual turnover, value added tax: 2,000 mil excluding value added tax: 2 000 million francs; — balance sheet total: 1 lions of francs; 000 million francs; — annual average of the workforce: 500. § 2. The figures — balance sheet total: FF 1,000 million; referred to in § 1 are tested on the date of the closing of the annual — staff employed, annual average: 500. § 2. The accounts of the consolidating company, on the basis of the most recent figures referred to in § 1 are verified on the closing date of the annual annual accounts of the companies to be consolidated; it only takes effect accounts of the consolidating company, on the basis of the latest finalized if the criteria are exceeded for two years. annual accounts of the companies to be included in the consolidation; thresholds are only crossed if they are maintained for two years. § 3. The average number of employed workers, referred to in § 1, is the § 3. The average number of employees referred to in § 1 is the average average number of full-time equivalent workers registered at the end of each of the number of employees, expressed at the end of each month of the month of the financial year in question in the register of the personnel financial year, registered in the personnel register kept in accordance with required pursuant to Royal Decree No. 5 of October 23, 1978 relating to the Royal Decree No. 5 of 23 October 1978 on the maintenance of social keeping of social documents. documents, expressed in full-time equivalents. The number of full-time equivalent workers is equal to the volume of work The number of employees expressed in full-time equivalents is equal to expressed in full-time equivalents, to be calculated for part-time workers on the volume of work reduced to full-time employed equivalents, to be the basis of the contractual number of hours to be worked in relation to the calculated for part-time employees on the basis of the conventional number normal working time of a comparable full-time worker (reference worker). of hours to be worked, relative to the normal working hours of a comparable full-time employee (reference employee ). When more than half of the products resulting from the normal activity of If more than half of the revenues arising from the ordinary business of a a company are products not covered by the definition of the "turnover" item, company consist of revenues that do not correspond to the description of the it is necessary, for the application of § 1, to understand by “turnover”, the item "turnover", then for the purposes of § 1, turnover must be understood total income excluding exceptional income. as: the total of the income excluding exceptional income. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29445 The balance sheet total referred to in § 1 is the total book value of the assets The balance sheet total referred to in § 1 is the total book value of the assets as it appears on the balance sheet which is determined by royal decree by as shown in the balance sheet established by Royal Decree for the virtue of article 117, § 1. implementation of Article 117, § 1. § 4. The King may use the figures referred § 4. The King may modify the figures provided for in § 1, as well as the to in § 1 and the manner in which they are calculated, change. These royal methods of their calculation. These royal decrees are issued after deliberation decrees are taken after consultation in the Council of Ministers and after advice in the Council of Ministers and on the advice of the Central Economic Council. from the Central Council for Business. TITRE III. — Disposition pe´nale ge´ne´rale TITLE III. — General penal provision Art. 17 Art. 17 Book 1 of the Penal Code, without exception of Chapter VII and Article 85, Book I of the Criminal Code, without exception of Chapter VII and Article 85, will be applied to the offenses provided for by this code. also applies to the crimes described in this Code. BOOK II BOOK II Provisions common to all companies Provisions common to all companies FIRST TITLE. - General provisions TITLE I. — General provisions Art. 18 Art. 18 The provisions of this book apply to all companies, provided that they are The provisions of this book apply to all companies to the extent that the not derogated from in the following books and, with regard to companies s following books do not deviate from them and, with regard to commercial commercial, insofar as they are not contrary to the laws and uses of the trade. companies, to the extent that they do not conflict with the laws and customs of commerce. Art. 19 Art. 19 Any partnership must have a lawful object, and be contracted for the common Every company must have a lawful object and until it interest of the parties. common interest of the parties. Each partner must contribute either money, or other goods, or his industry. Each partner must either contribute money, or other goods, or his industry to the partnership. Art. 20 Art. 20 Society begins at the very moment of the contract, if it does not designate The company starts from the moment the agreement is entered into, unless another era. a different time has been determined. Art. 21 Art. 21 If there is no agreement on the duration of the partnership, it is deemed to If the agreement does not specify how long the partnership will last, it is be contracted for the lifetime of the partners, under the modification made in deemed to have been entered into for the entire life of the partners, subject to article 43. ; or, in the case of a case of limited duration, for as long as the case the limitation laid down in Article 43; or, in the case of an item whose duration is to last. is limited, for as long as that item must last. TITLE II. — Commitments between partners TITLE II. — Obligations of partners towards each other Art. 22 Art. 22 Each partner is indebted to the company for everything he has promised to Each partner owes the company what he has promised to contribute thereto. contribute to it. When this contribution consists of a surety, and the company is evicted, the When this contribution consists in a particular thing, and this thing is realized partner guarantees it to the company, in the same way as a seller does. is under the partnership, the partner is bound to indemnify the company in the towards its buyer. same way as a seller is towards his buyer. Art. 23 Art. 23 The partner who was to contribute a sum to the company, and who has not The partner who had to contribute a sum of money to the company, and who done so, becomes, by operation of law and without request, debtor of the has not done so, shall owe interest on that sum, by operation of law and without interest on this sum, from the day where it was to be paid. any claim being necessary, to be calculated from the day on which it was due. The same applies to the sums he has taken from the social fund, from the The same applies with regard to sums of money taken by him from the day on which he drew them for his private benefit. treasury of the company, to be calculated from the day on which he has drawn them to his personal advantage. All without prejudice to further damages, if any. All this without prejudice to multiple compensation, if there is ground for this. Art. 24 Art. 24 The associates who have submitted to bring their industry to the society, The partners who have undertaken to contribute their industry to the company owe him an account of all the gains they have made by the kind of industry are accountable to it for all profits made by the type of industry that is the which is the object of this society. you. subject of the company. Art. 25 art. 25 When one of the partners is, on his own account, a creditor of a sum payable If one of the partners owes a sum due for its own account from a person who to a person who also happens to owe the company a sum which is also also owes the company a sum also due and payable, the payment received payable, the imputation of this that he receives from this debtor, must be made from that debtor must be allocated to the debt claim of the company. and to on the debt of the company and on his own in the proportion of the two debts, his, in proportion to both claims, though he had also, in his discharge, made all even though he had been directed by his receipt full imputation on his particular the imputation to his own claim; if, however, he has declared in his discharge claim; but if he expressed in his receipt that the imputation would be made that the allocation will be made entirely on the debt of the company, this entirely on the debt of the company, this stipulation will be executed. stipulation will be complied with. Machine Translated 29446by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL Art. 26 Art. 26 When one of the partners has received his full share of the common When one of the partners has received his entire share in a joint claim, debt, and the debtor has since become insolvent, this partner is required to and the debtor has subsequently become insolvent, that partner is obliged report to the common mass what he has received, although he had been to bring the amount received into the joint mass, even if he had also given specifically given a receipt “for his part”. discharge "for his share" in the special. Art. 27 Art. 27 Each partner is liable to the company for the damages he has caused to Each partner is obliged towards the company to pay compensation for it through his fault, without being able to compensate with these damages the damage that he has caused it through his fault, without being able to for the profits that his industry would have procured him in other cases. rely on a set-off between that damage and the benefits that he has provided to the company through his industry in other matters. Art. 28 art. 28 If the things whose enjoyment has only been placed in society are certain If the things of which only the enjoyment has been brought into the and determined bodies, which are not consumed by use, they are at the partnership are certain and definite things, which are not destroyed by use, risk of the associated property. to hush up. the risk is for the partner to whom they belong. If these things are consumed, if they deteriorate while keeping them, if If these items are destroyed through use, if they decrease in value they were destined to be sold, or if they were put into society on a estimated because they are retained, if they were intended to be sold, or if they have by an inventory, they are at the risk of the company. been contributed to the company according to an estimate in an inventory, the risk is for the company. If the thing has been estimated, the partner can only repeat the amount If the matter has been estimated, the partner can only recover the amount of his estimate. on which it was estimated. Art. 29 Art. 29 A partner has an action against the company, not only for the sums he A partner has a claim against the company, not only because of the has paid for it, but also for the obligations he has contracted in good faith money he has spent for it, but also because of the commitments he has to the business of the company, and of the risks inseparable from its entered into in good faith for the benefit of the company, and because of management. the risk inherent in his management . Art. 30 Art. 30 When the deed of partnership does not determine the share of each When the deed of partnership does not determine the share of each partner in the profits or losses, the share of each is in proportion to his partner in the profits or losses, each share is proportional to his contribution investment in the funds of the partnership. to the company. With regard to the one who has contributed only his industry, his share in If a partner has only contributed his industry, his share of the profits or the profits or in the losses is regulated as if his stake had been equal to losses is settled as if his contribution was equal to that of the partner who `that of the partner who contributed the least. contributed the least. Art. 31 Art. 31 If the partners have agreed to refer to one of them or to a third party for If the partners have agreed to leave the regulation of the amount of the the payment of the shares, this payment cannot be challenged if it is not shares to one of them or to a third party, this regulation can only be obviously unfair. challenged if it is apparently contrary to fairness. No claim shall be admitted in this respect if more than three months have No objection in this regard shall be accepted if more than three months elapsed since the party claiming to be injured became aware of the have elapsed since the party claiming to be injured became aware of the settlement, or if this regulation has received from him a beginning of settlement or has commenced implementation of the settlement. execution. Art. 32 Art. 32 The agreement which would give to one of the associates the totality of The agreement that to one of the partners the entire profit the profits, is null. grant is null and void. The same applies to the stipulation which would exempt from any The same applies to the stipulation whereby the funds or goods brought contribution to losses, the sums or effects placed in the fund of the into the company by one or more of the partners are exempt from any partnership by one or more of the partners. contribution to the loss. Art. 33 Art. 33 The partner charged with the administration by a special clause of the The partner who is entrusted with the management by a special clause partnership contract, can perform, notwithstanding the opposition of the of the partnership contract, may, despite the opposition of the other partners, other partners, all the acts which depend on his administration, provided perform all deeds belonging to his management, provided this is done that it is without fraud. without fraud. This power cannot be revoked without just cause as long as the society This power cannot be revoked without lawful cause while the partnership lasts; but, if it has only been given by act subsequent to the contract of lasts; if, however, it is not granted by the contract of the company, but by a partnership, it is revocable like a simple power of attorney. later deed, it can be revoked like a simple mandate. Art. 34 art. 34 When several partners are responsible for administration, without their When several partners are entrusted with the management, without their functions being determined, or without it being expressed that one could powers being determined, or without stipulating that one may not act outside not act without the other, they may to carry out each separately all the acts the other, they may individually perform all the acts of that management. of this administration. Art. 35 Art. 35 If it has been stipulated that one of the administrators cannot do anything If it is stipulated that one of the administrators may not act outside the without the other, only one cannot, without a new agreement, act in the other, one of them cannot, without a new agreement, act without the absence of the other, even when the latter would be in the current cooperation of the other, even if the latter was unable at that time to comply impossibility of contributing to acts of administration. with the deeds of the management. to participate. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29447 Art. 36 Art. 36 In the absence of special stipulations on the mode of administration, the In the absence of special provisions regarding the method of management, following rules are followed: the following rules are observed: 1° The partners are deemed to have reciprocally given each other the power 1° The partners are deemed to have mutually granted each other the power to to administer for each other. What each does is valid even for the part of his manage one for the other. What each of them does is valid even for the share of associates, without his having obtained their consent; except for the right of the his co-partners, without his having obtained their consent, except for the right of latter, or any of them, to oppose the transaction before it is concluded. the latter, or of one of them, to oppose the act before it is done. 2° Each partner may make use of the things belonging to the partnership, 2° Each partner may use the items belonging to the company, provided that he provided that he uses them for their destination fixed by usage, and that he does uses them in accordance with the purpose determined by the use, and not against not use them against the interest of the company, or in such a way as to prevent the interests of the company, nor in such a way that his fellow partners are its associates from using it according to their rights. prevented from using them in accordance with their right. 3° Each partner has the right to oblige his partners to make with him the 3° Each partner has the right to oblige his co-partners to make the expenses expenses which are necessary for the preservation of the things of the partnership. necessary to maintain the affairs of the company together with him. 4° One of the partners cannot make innovations on the buildings dependent on 4° A partner may not, without the consent of the other partners, make any the company, even when he would support them advantageous to this company, changes to the immovable property belonging to the company, even if he claimed if the other partners do not consent to it. that these are beneficial to the company. Art. 37 Art. 37 A partner who is not a director may not alienate or pledge even movable A partner who does not have management may neither alienate nor pledge the property which depends on the company. assets belonging to the company, even movable ones. Art. 38 Art. 38 Each partner may, without the consent of his partners, associate a third person Each partner may, without the consent of his fellow partners, take a third with respect to his share in the partnership; he cannot, without this consent, person as partner, with regard to his share in the company; he cannot, without associate him with the company, even when he has the administration of it. such permission, include him as a member in the company, even if he also managed the company. TITLE III. — Of the different ways in which society ends TITLE III. — The different ways in which the company ends Art. 39 Art. 39 Society is over: The company ends: 1° after 1° by the expiry of the time for which it was contracted; 2° by the the expiry of the time for which it was entered into; 2° by the extinction of the thing, or the consummation of the negotiation; destruction of the thing, or by the execution of the act; 3° through the death of one of the partners; 4° by the declaration of incompetence or the apparent inability 3° by the natural death of one of the partners; 4° by the of one of them; banning or disqualification of one of them; 5° by the will that one or more express to no longer be in society. 5° by the declaration of one or more partners that they no longer belong to want to belong to the company. Art. 40 Art. 40 The extension of a limited time company can only be proven The extension of a company that has been entered into for a certain period of by a writing in the same form as the partnership agreement. time can only be proved by a document drawn up in the same form as the contract of the company. Art. 41 Art. 41 When one of the partners has promised to put the ownership of a thing in When one of the partners has promised to put the ownership of a thing in common, the loss occurring before the putting is made, operates the dissolution community, the destruction of that thing before it is brought in will result in the of the partnership in relation to to all associates. dissolution of the partnership in respect of all the partners. The company is also dissolved in all cases by the loss of the thing, when the The partnership is also dissolved in all cases by the destruction of the thing, enjoyment alone has been pooled, and the property has remained in the hands of when only the enjoyment of it has been brought into community and the property the owner. 'associated. has remained with the partner. But society is not broken by the loss of the thing whose property has already But the company is not dissolved by the destruction of the thing whose been brought into society. ownership has already been transferred to the company. Art. 42 Art. 42 If it has been stipulated that in the event of the death of one of the partners, the If it is stipulated that in the event of the death of one of the partners, the partnership will continue with his heir, or only between the surviving partners, partnership will continue with his heir, or only between the surviving partners, these provisions will be followed. : in the second case, the heir of the deceased is these provisions must be complied with: in the second case, the heir of the only entitled to share in the company, having regard to the situation of this deceased is only entitled to the division of the company, according to the situation company at the time of ce`s, and participates in subsequent rights only insofar as in which it was at the time of death, and he shares in the subsequent rights only they are a necessary consequence of what was done before the death of the to the extent that they are a necessary consequence of what was done before the partner to whom he succeeds. death of the partner whose heir he is. Machine Translated 29448by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL Art. 43 Art. 43 The dissolution of the company by the will of one of the parties only applies Dissolution of the partnership at the will of one of the parties applies only to to companies whose duration is unlimited, and is effected by a waiver notified to partnerships entered into for an indefinite period of time, and is effected by all partners, provided such waiver is in good faith and not made out of time. notice to all partners, provided such notice is given in good faith and not untimely. Art. 44 Art. 44 The waiver is not in good faith when the partner waives in order to appropriate Termination shall not be made in good faith if the partner terminates in order to himself alone the profit that the partners had proposed to derive in common. to personally appropriate the profits that the partners had intended to enjoy jointly. It is done out of time when things are no longer whole, It takes place untimely when the goods are no longer complete and the and that it is important to the society that its dissolution be deferred. interest of the company demands that the dissolution be postponed. Art. 45 Art. 45 The dissolution of long-term companies cannot be requested by one of the The dissolution of companies, entered into for a certain period of time, cannot partners before the agreed term, unless there are valid reasons, such as when be demanded by one of the partners before the expiry of the agreed period, another partner fails to his commitments, or that a habitual infirmity renders him unless there are legitimate reasons to do so, such as when another partner does unqualified for the affairs of the company, or other similar cases, the legitimacy not fulfill his obligations. , or when a persistent ailment renders him unfit for the and gravity of which are left to the arbitration of the judges . business of the company, or in other similar cases, the legality and seriousness of which is left to the discretion of the judges. BOOK III BOOK III The common law company, the temporary company and The partnership, the temporary trading company and the internal company the silent trading company FIRST TITLE. — Definitions TITLE I. — Definitions Art. 46 Art. 46 The common law company is a company with a civil purpose or The partnership is a company with a civil or commercial purpose that does commercial which does not benefit from legal personality. not have legal personality. Art. 47 Art. 47 The temporary company is a company without legal personality whose The temporary trading company is a company without legal personality, the purpose is to deal, without a company name, with one or more specific trade object of which is one or more specific commercial transactions, without having operations. a common name. Art. 48 Art. 48 The internal company is a company without legal personality by which one or The silent trading company is a company without legal personality in which more persons take an interest in the operations that one or more others manage one or more persons take an interest in the transactions of one or more others in their own name. acting in their own name. TITLE II. - Evidence TITLE II. — Evidence Art. 49 art. 49 The partnership contract referred to in this book may, depending on its Depending on the purpose of the company, the partnership contract referred purpose, be proven according to the rules of evidence of civil law or commercial to in this book can be proved in accordance with the rules of civil or commercial law. law. TITLE III. — Liability of partners TITLE III. — Liability of the partners Art. 50 Art. 50 The stipulation that the obligation is contracted on behalf of the company The stipulation that the commitment is entered into on behalf of the company binds only the contracting partner and not the others, unless they have given only binds the contracting partner, but not the other partners, unless the latter him power of attorney, or the nothing has worked out for the benefit of society. have given him power of attorney, or the matter has been for the benefit of the company. Art. 51 art. 51 One of the partners in a partnership governed by common law cannot oblige the One of the partners of a partnership cannot bind the others if they have not others if they have not conferred on him the power to do so. given him power of attorney to do so. Art. 52 art. 52 The partners of a common law company are bound towards third parties The partners of a partnership are related to third parties, either equally if the either by manly shares, when the object of the company is civil, or jointly, when partnership has a civil purpose, or jointly and severally if it has a commercial this object is commercial. This liability can only be derogated from by an express purpose. It is only possible to deviate from this liability by an express stipulation stipulation in the act concluded with third parties. in the deed concluded with third parties. Art. 53 Art. 53 The partners of a temporary partnership are jointly and severally liable towards The partners in a temporary trading company are jointly and severally liable the third parties with whom they have dealt. They will be assigned directly and towards the third parties with whom they have traded. They are summoned individually. directly and personally. Art. 54 Art. 54 There is, between the third parties and the associates of an internal company Third parties have no direct claim against the partners of a silent trading which are held in the terms of a simple participation, no direct action. company, who have limited themselves to a mere participation. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29449 TITRE IV. — Liquidation TITLE IV. — Liquidation Art. 55 Art. 55 The rules concerning the distribution of inheritances, the form of this The rules concerning the division of the estates, the form of that division distribution, and the obligations which result therefrom between the co-heirs, and the obligations arising therefrom between the co-heirs, are applicable to apply to liquidations between partners of the companies covered by the this the liquidation between partners of companies referred to in this book. book. BOOK IV BOOK IV Provisions common to legal persons governed by this Provisions common to legal entities regulated in this Code code FIRST TITLE. — Provisions of private international law TITLE I. — International private law provisions Art. 56 art. 56 A company whose real seat is in Belgium is subject to the law A company whose actual registered office is in Belgium is subject to Belgian Belgian, although the constitutive act was passed in a foreign country. law, even if the deed of incorporation has been drawn up abroad. Art. 57 Art. 57 Managers, administrators, commissioners and liquidators, domiciled The business managers, directors, commissioners and liquidators, who are abroad, are supposed, throughout the duration of their functions, to elect domiciled abroad, are expected to choose domicile for the entire duration of domicile at the registered office, where all subpoenas and notices may be their duties at the registered office of the company, where all summonses and given to them relating to the affairs of the company and the responsibility for notifications can be made regarding the affairs of the company. the company their management and control. and the responsibility for their management and supervision. Art. 58 Art. 58 Companies incorporated in a foreign country and having their real head office Companies that have been incorporated abroad and have their actual there may carry out their operations in Belgium and be a party to legal proceedings, registered office there can carry out their activities and take legal action in and establish a branch there. Belgium and set up a branch there. However, actions brought by foreign companies which have a branch in Legal actions brought by foreign companies that have a branch in Belgium Belgium or which make or have made public calls for savings in Belgium within or that make or have made a public appeal to savings in Belgium as referred the meaning of Article 88, are inadmissible. if they have not filed their to in Article 88 are, however, inadmissible if they have not deposited their memorandum of association in accordance with Articles 81, 82 or 88. deed of incorporation in accordance with Articles 81, 82 or 88. Art. 59 art. 59 The persons responsible for the management of the Belgian branch of a Those who are entrusted in Belgium with the management of a branch of a foreign company are subject to the same liability towards third parties as if foreign company bear the same liability vis-à-vis third parties as those who they were managing a Belgian company. . manage a Belgian company. ren. TITLE II. — Commitments made on behalf of a company in formation TITLE II. — Commitments on behalf of a company in formation Art. 60 Art. 60 Failing agreement to the contrary, those who, in the name of a company in Unless otherwise agreed, those who have entered into an obligation in any formation, and before the acquisition by the latter of legal personality, have capacity in the name of a company under incorporation and before it has made a commitment in any capacity whatsoever , are personally and jointly acquired legal personality, shall be personally and severally liable, unless the liable for it, unless the company has filed the extract referred to in article 68 company has has deposited the extract referred to in Article 68 and, moreover, within two years of the birth of the commitment and if these commitments are has taken over that undertaking within two months of the said deposit. In the taken over by it within two months of the aforementioned filing. In the latter latter case, the commitment is deemed to have been entered into by the case, the commitment is deemed to have been contracted by the company company from the outset. from the outset. TITLE III. — Organs TITLE III. - Organs FIRST CHAPTER. — Representation of companies CHAPTER I. — Representation of companies Art. 61 Art. 61 Companies act through their bodies whose powers are determined by this The companies act through their bodies whose powers are determined by code, the corporate purpose and the statutory clauses. this Code, its purpose and the articles of association. The members of these The members of these bodies do not incur any personal liability relating to the bodies are not personally associated with the company's obligations. commitments of the company. Art. 62 Art. 62 Persons representing a company must, in all acts engaging the liability of In all deeds binding a company, the capacity in which he is acting must be this company, have their signature immediately preceded or followed by an stated immediately before or after the signature of the person representing the indication of the quality in under which they act. company. CHAPTER II. — Rules of deliberation and sanctions CHAPTER II. — Rules of deliberation and sanction Art. 63 Art. 63 In the absence of statutory provisions, the ordinary rules of the deliberative In the absence of provisions to the contrary in the articles of association, assemblies apply to the colleges and assemblies provided for by the present the ordinary rules of the deliberating meetings shall apply to the colleges and code, except if the latter provides for them. other. meetings provided for by this code, unless the code provides otherwise. Machine Translated 29450by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL Art. 64 Art. 64 The decision taken by a general meeting is null and void: 1° when the A decision of the general meeting is null and void: 1° decision taken is vitiated by an irregularity in form, if the applicant proves due to any irregularity in the form that affects the decision taken, if the that this irregularity may have had an influence on the decision; claimant demonstrates that the irregularity committed could have influenced the decision taken; 2° in the event of violation of the rules relating to its operation or in the 2° in the event of violation of the rules concerning the procedure of event of deliberation on a question foreign to the agenda when there is general meetings or in the event of deliberation and decision on a matter fraudulent intent; that is not on the agenda, when fraudulent intent has been committed; 3° for any other breach of powers or for misuse of powers; 4° when voting rights 3° when the decision taken is tainted by any other excess of power or have been exercised that are suspended pursuant to a legal provision not misuse of power; included in this Code and, in addition to these illegally exercised voting 4° when voting rights which are suspended by virtue of a legal provision rights, the attendance or majority quorum required for decisions at the not included in the present code, have been exercised and that, without general meeting has not been reached; 5° for any other reason stated in these illegally exercised voting rights , the quorums of presence or majority this Code. required for the decisions of the general meeting would not have been met; 5° for any other cause provided for in this code. TITLE IV. — Name of companies TITLE IV. — The name of a company Art. 65 art. 65 Each company is designated by a corporate name which must Every company must have a name that is different from that be different from that of any other company. of another company. If it is identical, or if the resemblance could be misleading, any interested If the name is identical to another or is so similar as to cause confusion, party may have it modified and claim damages, if necessary. any interested party may have it changed and, if there is reason to do so, claim compensation. The founders, or in the event of a subsequent change in the corporate Notwithstanding any stipulation to the contrary, the founders or, in the name, the members of the management body are jointly and severally event of a later name change, the members of the administrative body are liable towards the interested parties for the damages referred to in paragraph 2. jointly and severally liable towards the interested parties to pay the compensation referred to in the second paragraph. TITLE V. — Constitution and formalities of publication TITLE V. — Establishment and Disclosure Formalities FIRST CHAPTER. — Form of the constitutive act CHAPTER I. — Form of the instrument of incorporation Art. 66 Art. 66 General partnerships, limited partnerships, cooperative societies with General partnerships, ordinary limited partnerships, cooperative unlimited liability, economic interest groups and agricultural deeds are, on partnerships with unlimited liability, economic joint ventures and agricultural pain of nullity, formed by authentic deeds or private deeds, in accordance, companies are, on pain of nullity, incorporated by an authentic or private in the latter case, with article 1325 of the Civil Code. Two originals are deed, with due observance, in the latter case, of Article 1325 of the Civil sufficient for cooperative societies with unlimited liability. Code. For cooperative societies with unlimited liability, only two originals need be made out. Private limited liability companies, cooperative limited liability companies, Private companies with limited liability, cooperative companies with public limited companies and limited partnerships by shares are, on pain of limited liability, public limited companies and limited partnerships with shares nullity, constituted by authentic instruments. are, on pain of nullity, incorporated by an authentic deed. Any conventional amendment to the constitutive act must, on pain of Any agreed amendment to the deed of incorporation must, on pain of nullity, be made in the form required for this act. nullity, be made in the form required for that deed. CHAPTER II. — Publicity formalities CHAPTER II. — Disclosure formalities First section. — Belgian companies Section I. — Belgian companies First subsection. — Formalities of publication on the Subsection I. — Disclosure formalities upon incorporation occasion of the incorporation Art. 67 art. 67 § 1. Copies of authentic deeds, duplicates or originals of deeds under § 1. The forwarding of the authentic deeds, the duplicates or originals of private signature and extracts of which the following articles prescribe the the private deeds and the extracts of which the following articles prescribe filing or publication are filed with the registry of the commercial court in the the deposit or publication, must be deposited with the registry of the jurisdiction territory in which the company has its registered office. commercial court of the jurisdiction in which the company has its registered office. has. Subsequent filings must be made at the same court office. Subsequent deposits must be made at the same registry. § 2. § 2. The documents filed are placed in a file opened at the registry for The documents filed are kept in the file that is kept at this registry for each each company or economic interest grouping. This file is kept, as the case of these companies and economic partnerships. These files constitute, as may be, in a special subdivision of the commercial register, abbreviated RC, the case may be, a special section of the commercial register, abbreviated in the register of civil companies in commercial form, abbreviated RSC, in HR, the register of civil companies with commercial form, abbreviated RBV, the register of economic interest groups, abbreviated as RGIE, or the register the register of economic partnerships, abbreviated RESV, or the register of of agricultural companies, abbreviated as RSG. agricultural companies, abbreviated RLV. § 3. A receipt is issued for the deposit. § 3. Receipt of filing of documents is given. The King determines the procedures for compiling and consulting the file. The King draws up further rules with regard to the construction and consult these files. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29451 Art. 68 Art. 68 An extract of the deed of incorporation is filed during the incorporation within Upon incorporation and within fifteen days of the date of the final deed, an two weeks of the date of the final deed. extract from the deed of incorporation is deposited. The following documents are filed at the same time: At the same time, the following documents must be filed: 1° an expedition of the authentic deed of incorporation or a duplicate of the private deed of 1° a copy of the authentic constitutive act or a duplicate of incorporation; 2° an expedition of the authentic or an original of the private the private deed of incorporation; powers attached to the deed to which they relate. 2° a copy of the authentic money orders or an original of the mandates under private signature, annexed to the deed to which they relate. Art. 69 art. 69 The extract from the memorandum of association of companies, with the The extract from the deed of incorporation of companies, with exception of economic interest groups, contains: 1° the form of the company excluding economic partnerships, includes: and its name social; in the case of a cooperative, whether it is of limited or 1° the legal form of the company and its name; in the case of a cooperative unlimited liability; in the case provided for in Book X, these mentions must be company, whether it is limited or unlimited; in the case described in Book X, followed by the words “for social purposes”; these entries must be followed by the words "with a social purpose"; 2° the precise indication of the registered office of the company; 3° the duration of the company, unless it has been entered into for an indefinite period of time; 2° the precise designation of the head office; 3° the duration of the partnership when it is not unlimited; 4° the precise designation of the identity of joint and several partners, 4° the precise statement of the identity of the jointly and severally liable founders and partners who have not yet paid up their contribution; in the latter partners, the founders and the partners who have not yet fully paid up their case, the extract contains for each partner the amount of securities to be contribution; in the latter case, the extract for each of these partners contains released; the amount of the contributions not yet fully paid up; 5° where applicable, the amount of the share capital; the amount of the part 5° where appropriate, the amount of the share capital; the amount deposited; released; the amount of authorized capital; for limited partnerships, the amount the amount of the authorized capital; for limited partnerships, the amounts of securities paid up or to be paid up in limited partnership and for cooperatives, deposited and to be deposited by way of financing; for cooperative companies, the amount of the fixed part of the capital; the amount of the fixed part of the capital; 6° the manner in which the share capital or, failing that, the share fund is 6° the composition of the share capital or, in the absence thereof, the formed as well as, where applicable, the conclusions of the auditor's report company capital and, where appropriate, the conclusions of the auditor's report concerning the contributions in nature; with regard to the contributions in kind; 7° the beginning and the end of the financial year; 8° the provisions concerning the creation of reserves, the 7° the beginning and the end of each fiscal year; distribution of profits and the distribution of the balance remaining after 8° the provisions relating to the constitution of reserves, the distribution of liquidation; 9° the designation of the persons authorized to manage and bind profits and of the bonus resulting from the liquidation of the company; 9° the the company, the extent of their authority and the manner in which they exercise designation of the persons authorized to administer and bind the company, the it, either alone, jointly or as a body; 10° the appointment of the statutory extent of their powers and the manner of exercising them, either acting auditors; 11° the precise description of the purpose of the company; 12° the alone, jointly or in association. college; place, day and time of the annual meeting of the partners, as well as the conditions for admission to the meeting and for the exercise of voting rights. 10° the appointment of commissioners; 11° the precise designation of the corporate object; 12° the place, day and time of the ordinary general meeting of shareholders as well as the conditions of admission and exercise of the right to vote. Points 11° and 12° do not apply to partnerships On the general partnership and the ordinary limited partnership collective and in limited partnership. company, points 11° and 12° do not apply. Points 8°, 10° and 12° are not applicable to agricultural companies. Points 8°, 10° and 12° do not apply to agricultural companies. Art. 70 Art. 70 The extract from the contract establishing an economic interest grouping The extract from the constitutional agreement of an economic contains: 1° the name of the economic interest grouping; in the case provided partnership includes: for in Book X, this statement must be followed by the words “à purpose 1° the name of the economic grouping; in the case described in Book X, sociale”; 2° the precise designation of the object of the economic interest these entries must be followed by the words "with a social purpose"; 2° the grouping; 3° the surname, first names, domicile, or, in the case of a legal precise description of the purpose of the economic grouping; person, the name, form, corporate purpose and registered office, and, where where applicable, the registration number in the commercial register of each of the members of the economic interest grouping; 3° the name, first names, place of residence or, in the case of a legal person, the name, legal form, purpose and registered office of the legal person and, where appropriate, the registration number in the trade register of each of the members of the economic partnership; 4° the duration of the economic partnership, if it has not been entered into for an indefinite period of time; 5° 4° the duration for which the economic interest grouping is the precise indication of the seat of the economic grouping; constituted when it is not indeterminate; 5° the precise designation of the registered office of the economic interest grouping; 6° the conditions for the appointment and dismissal of the manager or managers; 6° the manner of appointment and dismissal of the manager or managers; 7° the nature and value of any contribution, as well as the name 7° the nature and value of any contributions, as well as the name, trade name or corporate name of the contributing members; or trade name of the contributing members; Machine Translated 29452by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 8° the place and day of the meeting of members; (9) 8° the place and day of the meeting of the members; 9° where where applicable, the clause exonerating a new member from the payment appropriate, the clause exempting a new member from payments of debts of debts prior to his admission; incurred before his accession; 10° where applicable, the clause giving the capacity to one or more managers 10° where appropriate, the clause granting one or more business managers to represent the economic interest group alone, jointly or collectively. the power to represent the economic grouping alone or jointly or collegiately. Art. 71 art. 71 The extract from the deeds of companies is signed for authentic deeds, by The extract from the deeds of companies is signed for the authentic deeds notaries, and for deeds under private seal, by all the joint and several partners by the notaries, for the private deeds by all partners jointly and severally liable, or by one of them, invested for this purpose by the others with a special mandate. or by one of them, who is specially authorized by the others. Art. 72 Art. 72 The extract of the constitutive act is deposited and published at the expense of the The extract of the deed of incorporation is deposited and known interested parties. made at the expense of the interested party. Art. 73 Art. 73 Publication takes place in the Annexes to the Belgian Official Gazette within The publication is made in the Annexes to the Belgian Official Gazette within fifteen days of the filing, on pain of damages against the civil servants to whom fifteen days after the filing, on pain of compensation from the officials to whom the omission or the delay would be attributable. the omission or delay is attributable. The King designates the civil servants who will receive the deeds or extracts The King designates the officials who will receive the deeds or extracts and from deeds and determines the form and conditions of filing and publication. determines the form and requirements for publication. Subsection II. — Other publicity formalities Subsection II. — Other Disclosure Formalities Art. 74 Art. 74 Are filed and published in accordance with the preceding articles: In accordance with the previous articles, the following are deposited and published: 1° the deeds amending provisions for which this Code prescribes 1° the deeds amending the provisions the publication of which is required by publication; 2° the extract from the deeds concerning the appointment and this Code; office 2° the extract of the acts relating to the appointment and termination of office: termination of : a) persons authorized to administer and commit the company; a) the persons authorized to manage and bind the company; b) the auditors; c) the liquidators; if the liquidator is a legal person, the extract contains the (b) commissioners; (c) designation or modification of the designation of the natural person who liquidators; in the event that the liquidator is a legal person, the extract shall represents it for the purpose of carrying out the liquidation; d) the provisional contain the designation or modification to the designation of the natural person administrators. who represents it for the exercise of the powers of liquidation; d) temporary administrators. The excerpt specifies the extent of the powers of these persons as well as In the extract, the extent of their authority is further specified, as well as the the manner of exercising them, either by acting alone, or jointly, or collectively; way in which they exercise it, either alone, jointly or as a collegiate body; 3° the 3° the extract of the judicial decision which has become final or enforceable by extract from the final or provisionally enforceable judicial decision ordering the provision pronouncing the dissolution of the company, as well as the extract dissolution of the company, as well as the extract from the judicial decision of the decision court reforming the provisionally enforceable judgment cited nullifying the above-mentioned provisionally enforceable judgment. above. This extract will contain: This extract states: a) the (a) the corporate name and registered office; b) name and registered office of the company; b) the the date of the decision and the court which issued it; c) where date of the decision and the court that rendered it; (c) where appropriate, applicable, the surnames, first names and addresses of the liquidators; in the the surname, forenames and addresses of the liquidators; if the liquidator is event that the liquidator is a legal person, the extract shall contain the designation a legal person, the extract contains the designation or modification of the or modification to the designation of the natural person who represents it for the designation of the natural person who represents it for the purpose of carrying exercise of the powers of liquidation; out the liquidation; 4° a statement, signed by the competent organs of the company, stating: 4° a declaration, signed by the competent bodies of the company, noting: (a) the dissolution of the company; a) the dissolution of the company; b) any b) any event likely to automatically terminate the event that legally puts an end to the functions of one of the persons mentioned in 2° of this article; functions of the persons referred to in the 2° of this article; 5° the deeds or extracts whose publication is prescribed by this code. 5° the deeds or extracts from deeds that must be deposited and published in accordance with this Code. Art. 75 Art. 75 The following are filed in accordance with the preceding In accordance with the previous articles: 1° the deeds that articles: 1° the deeds amending the constitutive deed which are not subject amend the deed of incorporation, and which are not subject to to publication by extract; 2° after each modification of the articles of association, are in the process of publication by extract; the full text of these articles of association in an updated version, accompanied 2° after any amendment of the statutes, the updated and coordinated text of by a document mentioning the date of publication of the constitutive and the statutes, together with a document stating the date of publication of the amending instruments of the articles of association; deed of incorporation and of the deeds amending the statutes; Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29453 3° the deeds the filing of which alone is prescribed by this Code. 3° the deeds which, according to this Code, only have to be deposited. A mention in the Appendices to the Belgian Official Gazette published in The subject of the deeds to be deposited in accordance with the provision of the accordance with the preceding articles, indicates the subject of the deeds whose first paragraph is published in the form of a notice in the Appendices to the Belgian filing is prescribed by the first paragraph. Official Gazette in accordance with the previous articles. Sous-section III. — Opposabilite´ Subsection III. — Objection Art. 76 Art. 76 The acts and indications whose publication is prescribed are only enforceable The deeds and data, the disclosure of which is prescribed, cannot be enforced against third parties from the day of their publication by extract or by mention in the against third parties until the day on which they have been published in the form of Annexes to the Belgian Official Gazette, unless the company proves that these third an extract or in the form of a notice in the Appendices to the Belgian Official parties had ante knowledgeable. Gazette , unless the company demonstrates that those third parties are there. had prior knowledge of. Third parties may nevertheless avail themselves of acts which have not been Third parties can nevertheless rely on deeds that have not yet been published. published. For transactions occurring before the sixteenth day following that of publication, With regard to acts performed before the sixteenth day after that of the publication, these acts are not enforceable against third parties who prove that it was impossible those acts cannot be enforced against third parties who show that they could not for them to have knowledge of them. possibly have had knowledge of them. In the event of a discrepancy between the text filed and that which is published in the In the event of a conflict between the text deposited and that published in the Annexes to the Belgian Official Gazette, the latter is not enforceable against third parties. Appendices to the Belgian Official Gazette , the latter cannot be invoked against They can nevertheless take advantage of it, unless the company proves that they third parties. Those third parties can, however, invoke it, unless the company were aware of the text filed. demonstrates that they had knowledge of the filed text. Art. 77 Art. 77 The fulfillment of the formalities of publicity relating to the persons who, as an After the formalities of the disclosure concerning the persons authorized as a organ of the company, have the power to engage him, makes any irregularity in body of the company to bind them, an irregularity in their appointment can no longer their appointment unenforceable against third parties, unless the company proves be invoked against third parties, unless the company demonstrates that those third that these third parties were aware of it. parties were aware of it. Subsection IV. — Certain indications to be made in the documents Subsection IV. — Any mentions to be included in the documents Art. 78 Art. 78 All deeds, invoices, announcements, publications, letters, memos All deeds, invoices, announcements, notices, letters, orders and other documents order and other documents issued: originating from: — private limited liability companies; — cooperative — the private limited company; — the cooperative company; — the societies; — public limited companies; — partnerships limited liability company; — the limited partnership with shares; — the limited by shares; — economic interest groups; must economic grouping; must state the following information: 1° the name of contain the following information: the company; 2° the legal form, in full or abbreviated, as well as, as the case may be, the words “civil company with commercial form”, legibly written immediately before or after the name of the company; in the case 1° the name of the company; 2° the of a cooperative company, whether it is limited or unlimited; in the case form, in full or in abbreviated form, as well as, as the case may be, the words described in Book X, this statement or abbreviations must be followed by the “civil partnership in commercial form” reproduced legibly and placed immediately words "with a social purpose"; 3° the precise indication of the registered office of before or after the name of the society; in the case of a cooperative, whether it is of the company; 4° the word "commercial register" or the abbreviation "HR" or, as the limited or unlimited liability; in the case provided for in Book X, this statement or case may be, the words written in full "register of civil companies with a commercial these initials must be followed by the words “à purpose sociale”; form", "register of economic partnerships", or respectively the abbreviation "RBV", " RESV », followed by the registration number; 3° the precise indication of the registered office of the company; 4° the words “trade register” or the initials “RC” or, as the case may be, the words written in full “register of civil companies in commercial form”, “register of groups of economic interest”, or respectively the abbreviation “RSC”, “RGIE”, accompanied by the registration number; 5° the indication of the seat of the court in the territorial jurisdiction of which the 5° the indication of the seat of the court of the jurisdiction company has its registered office. in which the company has its registered office. Art. 79 Art. 79 In the event that a public limited company, a private limited liability company or a If, in the case of a public limited company, a private company with limited liability partnership limited by shares mentions in the documents referred to in Article 78 of or a limited partnership, the documents referred to in Article 78 state the capital of its share capital, this must be the paid-up capital, as it results from the last balance the company, this must be the paid-up capital, as shown in the last balance sheet. sheet. If this shows that the paid-up capital is no longer intact, mention must be If this shows that the paid-up capital is no longer sound, the net assets as shown in made of the net assets as shown on the last balance sheet. the last balance sheet must be reported. In the event that an amount greater than the permitted amount is mentioned and In the event that a higher amount has been declared than permitted and the the company remains in default, the third party will have the right to claim from the company defaults, the third party concerned has the right to claim from the person person who intervened for the company. in that deed a sum sufficient to put him in who cooperated on the deed on behalf of the company an amount sufficient to be the same position as if the correct amount had been stated. put in the position in which he finds himself. would have found if the correct amount had been stated. Machine Translated 29454by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL Art. 80 Art. 80 Any person who intervenes for a company referred to in Article 78 in an act A person who cooperates on behalf of a company referred to in Article 78 on where the requirements referred to therein are not fulfilled may, depending on a deed that does not comply with the provisions referred to therein may, the circumstances, be declared personally liable for the commitments who are depending on the circumstances, be held personally liable for the undertaking caught there by society. entered into by the company therein. its. Section II. — Foreign companies with a branch Section II. — Foreign companies with a branch in in Belgium Belgium¨ First subsection. — Publicity formalities on the occasion of the Subsection I. — Disclosure formalities when opening a opening of the branch branch Art. 81 Art. 81 Any foreign company governed by the law of another Member State of the Any foreign company governed by the law of another Member State of the European Union and setting up a branch in Belgium is required to deposit, prior European Union and establishing a branch in to the opening of the branch, the documents and particulars listed below: Belgium, must, before the opening of the branch, deposit the information and documents listed below: 1° the memorandum of association and the articles of association if the 1° the deed of incorporation and the articles of association if the latter are latter are the subject of a separate document or the full text of these documents included in a separate deed, or an updated full text of these documents if in an updated version if they have been subject to modifications; 2° the changes have been made to them; denomination and form of the company; 3° the register in which the file 2° the name and legal form of the company; 3° the register mentioned in Article 3 of Council Directive 68/151/EEC of 9 March 1968 is in which the file referred to in Article 3 of Council Directive 68/151/EEC of 9 opened for the company and the registration number of the company -ci in this March 1968 was kept for the company and the number under which the register; company is entered in this register; 4° a document from the register referred to in 3° establishing the existence of the company; 5° the address and activities 4° a document from the register referred to in 3° attesting to the existence of the branch, as well as the of the company; 5° the address and indication of the activities of the branch, as well as its denomination if it does not correspond to that of the company; name if it does not correspond to that of the company; 6° the appointment and identity of the persons who have the power to bind 6° the appointment and identity of the persons authorized to commit the the company with respect to third parties and to represent it in court: company towards third parties and to represent it in court: (a) as a statutory organ of society or as members of such organ; b) as a) as a body of the company provided for by law or as representatives of the company for the activity of the members of this body; b) as representatives of the company for the activities of the branch, branch, with an indication of the powers of these representatives; specifying the powers of these representatives; 7° the annual accounts and the consolidated annual accounts of the company for the last closed financial year, 7° the annual accounts and the consolidated accounts of the company, in the form in which these accounts were drawn up, audited and published relating to the last closed financial year, in the form in which these accounts in accordance with the law of the Member State to which the company falls. were drawn up, audited and published s according to the law of the Member State to which the company belongs. Art. 82 Art. 82 Any company governed by the law of a State other than a Member State of Any foreign company governed by the law of a State other than a Member the European Union and setting up a branch in Belgium is required to deposit, State of the European Union and establishing a branch in Belgium, must, before prior to the opening of its branch, the following documents and information: opening the branch, deposit the information and documents listed below: 1° the address of the branch office; 2° the activities of the branch; 3° the law of the (1) the address of the branch; State to which the company falls; 4° if so provided by law, the register in 2° an indication of the activities of the branch; which the company is registered and the number under which the company 3° the law of the state to which the company is is registered therein; subject; 4° if this law so provides, the register in which the company is entered and its registration number in that register; 5° a document from the register referred to in 4° attesting to the existence of 5° a document from the register referred to in 4° establishing the existence the company; of the company; 6° the deed of incorporation and the articles of association if 6° the constitutive act and the articles of association, if the latter are the subject the latter are included in a separate deed, as well as the amendments made of a separate act, as well as any modification of these documents; to these documents; 7° the legal form, the registered office and the purpose of the company, as well as, at least once a year, the amount of the subscribed 7° the form, registered office and purpose of the company as well as, at least capital, insofar as this information does not appear in the documents referred annually, the amount of capital subscribed if these indications are not given in to in 6°; the documents referred to in 6°; 8° the name of the company as well as the name of the 8° the name of the company as well as the name of the branch if this does branch if it does not correspond to that of the company; not correspond to that of the company; 9° the appointment and identity of the persons authorized to commit the company towards third parties and to 9° the appointment and identity of the persons who have the power to bind represent it in court: a) as a body of the company as provided for by law, or the company with respect to third parties and to represent it in court: as (a) as a statutory organ of society or as members of such an organ; b) as permanent representatives of the company for the activity members of such a body; b) as permanent representatives of the company for the activities of the of the branch; branch; Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29455 10° the extent of the powers of the persons referred to in point 9° and whether they 10° the extent of the powers of the persons referred to in 9°, as well as may exercise them alone or must do so jointly; whether these persons can exercise that power alone or only jointly; 11° the annual accounts and the consolidated annual accounts of the company for the 11° the annual accounts and the consolidated accounts of the company last closed financial year, in the form in which these accounts were drawn relating to the last closed financial year, in the form in which these accounts up, audited and published in accordance with the law of the State to which the were drawn up, audited and published under the law of the state to which the company falls. company belongs. Subsection II. — Other publicity formalities Art. 83 Subsection II. — Other disclosure formalities Art. 83 Any foreign company which has established a branch in Belgium is Every foreign company that has established a branch in Belgium is obliged required to make public the following documents and information: to make the following documents and information public: 1° within thirty days following the decision or the event: a) any 1° within thirty days of the decision or the event: a) any modification to the documents and information referred to respectively in modification of the documents and information referred to in Article 81, 1°, Article 81, 1°, 2°, 3°, 5° and 6°, or in Article 82, 1°, 2°, 3°, 4°, 6°, 7°, 8°, 9° and 2°, 3°, 5° and 6°, or in Article 82, 1°, 2°, 3°, 4°, 6°, 7°, 8°, 9° and 10°; b) the 10°; dissolution of the company, the appointment, identity and powers of the b) the dissolution of the company, the appointment, identity and powers of liquidators, as well as the closing of the liquidation; c) any bankruptcy, the liquidators, as well as the closing of the liquidation; judicial composition or any other similar proceeding relating to the company; d) the closure of the branch; 2° annually, within one month following the c) any bankruptcy, arrangement or any other similar proceeding to which general meeting and at the latest seven months after the closing date of the the company is subject; (d) the closure of the branch; 2° annually, in the month financial year, the annual accounts and the consolidated annual accounts, in following the general meeting and at the latest seven months after the accordance with the provisions of Article 81, 7°, and of Article 82, 11° . closing date of the financial year, the annual accounts and the consolidated accounts, according to the provisions of article 81, 7°, and of article 82, 11°. Subsection III. — Terms of publicity Subsection III. — Mode of Disclosure Art. 84 Art. 84 § 1. The documents and information referred to in articles 81, 82 and 83 are § 1. The documents and information referred to in Articles 81, 82 and 83 are made public by filing with the registry of the commercial court, in accordance filed with the registry of the Commercial Court, in accordance with Article 75, with article 75, with the exception of the annual and consolidated accounts. ´s with the exception of the annual accounts and the consolidated annual which are deposited with the National Bank of Belgium. accounts filed with the National Bank of Belgium. In the event of several branches opened in Belgium by the same foreign In the event that a foreign company opens several branches, the filing company, the publicity referred to in Articles 81, 82 and 83, with the exception referred to in Articles 81, 82 and 83, with the exception of the annual accounts of the annual and consolidated accounts, can be made at the registry of the and the consolidated annual accounts, may be filed at the registry of the commercial court in whose jurisdiction a branch is established, according to commercial court of the jurisdiction in which a branch office is established. In the choice of the company. In this case, the obligation of publication relating to this case, the obligation to disclose regarding the other branches relates to the the other branches relates to the indication of the commercial register of this reference to the trade register of that branch. branch. § 2. The documents filed are filed in a file kept at the registry for each § 2. The documents filed are kept in the file that is kept at this registry for company. These files are kept, as the case may be, either with the special each of these companies. subdivision of the commercial register, or with the register of civil companies Depending on the case, these files form part of the special section of the in commercial form. commercial register or of the register of civil companies with a commercial form. § 3. A receipt for the filing of the documents is given. § 3. A receipt is issued for the deposit. The King determines the procedures for compiling and consulting the file. § The King draws up further rules with regard to the construction and 4. The documents filed are enforceable against third parties in accordance consult these files. with Article 76. § 4. Documents filed may be passed on to third parties invoked in accordance with Article 76. Art. 85 Art. 85 The documents referred to in Articles 81, 82 and 83 must, with a view to The documents referred to in Articles 81, 82 and 83 shall, for the purpose of their filing, be drawn up or translated into the language or into one of the official their deposit, be drawn up or translated into the language or one of the official languages of the court in whose jurisdiction the branch is established. languages of the court of the jurisdiction in which the branch is located. established. Subsection IV. — Certain indications to be made in the deeds Subsection IV. — Any indications to be included in the documents from emanating from the branches branches Art. 86 Art. 86 All deeds, invoices, announcements, publications, letters, order notes and All deeds, invoices, announcements, notices, letters, orders and other other documents issued by branches in Belgium of foreign companies must documents from branches in Belgium of foreign companies must state the contain the following information: following information: 1° the name of the company; 2° the legal form; 3° the precise indication of the registered office of the company; 4° the register in 1° the name of the company; 2° the which the company is registered, followed by form; 3° the precise indication of the registered office; 4° the register in which the company is registered, followed by its registration number in this register; the registration number; 5° the seat of the commercial court in whose jurisdiction the 5° the registered office of the commercial court of the jurisdiction in which branch is established, followed by the registration number; the branch is established, followed by the registration number; Machine Translated 29456by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 6° where applicable, the fact that the company is in liquidation. 6° where applicable, the fact that the company is in liquidation. If the documents indicated in the first paragraph mention the share capital, If the documents referred to in the first paragraph state the capital of the this must be the paid-up capital as it results from the last balance sheet. If company, this must be the paid-up capital, as shown in the last balance sheet. this shows that the paid-up capital is no longer intact, mention must be made If this shows that the paid-up capital has been affected, the net assets as of the net assets as shown on the last balance sheet. shown in the last balance sheet must be reported. Art. 87 Art. 87 The persons responsible for the management of the Belgian branch are Those charged with the management of a branch in Belgium are required required to complete the publicity formalities provided for in the preceding to comply with the disclosure formalities prescribed in the preceding Articles. articles. Section III. — Foreign companies that publicly appeal Section III. — Foreign companies operating in Belgium¨ savings in Belgium without having a branch there make a public appeal to savings; but have no branch there. Art. 88 Art. 88 Foreign companies wishing to make public calls on savings in Belgium Foreign companies that wish to make a public appeal to savings in Belgium within the meaning of Article 438 without having a branch there, are required within the meaning of Article 438, but do not have a branch there, must first to file their deed beforehand. incorporation and their articles of association at file their deed of incorporation and statutes with the registry of the commercial the registry of the commercial court of Brussels. The documents filed are court in Brussels. placed in a file kept at the registry for each company. These files are kept with The documents filed are kept in the file that is kept at this registry for each of the register of foreign companies that do not have a branch in Belgium. these companies. These files are kept at the register of foreign companies that do not have a branch in Belgium. The King may adopt provisions derogating from the previous paragraph The King may adopt provisions deviating from the previous paragraph with with regard to foreign companies whose financial instruments are admitted to regard to foreign companies whose financial instruments are included in a a Belgian regulated market , within the meaning of Article 1, § 3, of the law of Belgian regulated market, within the meaning of Article 1, § 3, of the Law of 6 April 6, 1995 on secondary markets, the status of investment firms and their April 1995 on the secondary markets, the legal status and supervision of supervision, intermediaries and investment advisers. investment firms, intermediaries and investment advice sisters. The King determines the procedures for compiling and consulting the files referred to The King shall draw up further rules with regard to the creation and in the first paragraph. consultation of the files referred to in the first paragraph. Art. 89 Art. 89 A statement published in the Annexes to the Belgian Official Gazette indicates the object The subject of the deeds to be deposited in accordance with the regulation instruments the filing of which is prescribed by this section. of this section is published in the form of a notice in the Appendices to the Belgian Official Gazette . CHAPTER III. — Penal provisions CHAPTER III. — Criminal Provisions Art. 90 Art. 90 Directors and managers who have not filed the full text of their company's Directors or business managers who have not filed the updated full text of articles of association in an updated version, in accordance with article 75, the articles of association of their company within three months from the date and this within three months from the date of these acts, will be punished by of the deeds in accordance with Article 75, will be punished with a fine of fifty a fine of fifty francs to ten thousand francs. [euros] ten thousand [euros]. This article does not apply to economic interest groups. This article does not apply to economic partnerships. Art. 91 Art. 91 Will be punished with a fine of fifty francs to ten thousand francs: Shall be punished by a fine of fifty [euros] to ten thousand [euros]: 1° persons responsible for the management of a branch in Belgium who 1° persons entrusted with the management of a branch in Belgium who fail breach one of the obligations referred to in Articles 81 to 87; to fulfill one of the obligations referred to in Articles 81 to 87; 2° those who fail to make the entries in the deeds or draft deeds of companies, in the powers 2° those who have not made the particulars required by article 69 in the of attorney or subscriptions, as prescribed by article 69; 3° the founders of deeds or extracts from deeds, in the proxies or in the subscriptions; an economic grouping established without the mentions referred to in Article 70, 1° to 5°, 7° and 8°, appearing in the agreement establishing the economic 3° the founders of an economic interest grouping constituted without the grouping. statements provided for in Article 70, 1° to 5°, 7° and 8°, having been are made in the contract establishing the economic interest grouping. Will be punished by imprisonment of one month to one year and a fine of Shall be punished by imprisonment of one month to one year and a fine of fifty francs to ten thousand francs, or one of these penalties only, the fifty [euros] ten thousand [euros] or one of these penalties only, the business managers, administrators or liquidators who contravene in a fraudulent managers, directors or liquidators who, with fraudulent intent, violate one of purpose to one of the obligations referred to in Articles 81 to 87. the provisions of articles 81 to 87. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29457 TITLE VI. — Annual accounts and consolidated accounts TITLE VI.— The annual accounts and the consolidated annual accounts FIRST CHAPTER. — Annual accounts, management report and CHAPTER I. — Financial Statements, Annual publicity formalities Report and Disclosure Obligations First section. — Annual accounts Section I. — The annual accounts Art. 92 Art. 92 § 1. Each year, the managers or administrators draw up an inventory and draw § 1. The business managers or directors are obliged each year to draw up an up the annual accounts, the form and content of which are determined by the inventory as well as annual accounts in the form and content determined by the King. These annual accounts include the balance sheet, the profit and loss King. These annual accounts consist of the balance sheet, the income statement account as well as the appendix and form a whole. and the notes, and form a whole. The annual accounts must be submitted for the approval of The annual accounts must be submitted for approval to the general meeting the general meeting within six months of the end of the financial year. within six months of the closing date of the financial year. If the annual accounts have not been submitted to the general meeting within If the annual accounts are not submitted to the general meeting within this this period, the damage suffered by third parties is, unless proven otherwise, period, the damage suffered by third parties will be deemed to arise from this presumed to result of this omission. § 2. The obligation referred to in § 1 is also omission, unless there is evidence to the contrary. applicable to foreign companies with regard to their branches established in § 2. The obligation referred to in § 1 also applies to foreign companies with Belgium, except when these branches do not have their own products linked sa` regard to their branches established in Belgium, unless those branches do not the sale of goods or the provision of services to third parties or goods delivered have their own income from the sale of goods or services to third parties or from or services provided to the foreign company to which they belong, and whose goods supplied or services rendered to the foreign company on which they operating costs are borne entirely by the latter. depend, and whose operating costs are borne entirely by the latter. § 3. The rules laid down by the King pursuant to § 1 do not apply § 3. The rules determined by the King by virtue of § 1 are not applicable: 1° to companies whose purpose is insurance or reinsurance, subject to serve, with in front of : regard to the latter, of the power of the King to dispose of them otherwise; 2° 1° companies whose object is insurance or reinsurance, subject, however, to companies governed by the law of 22 March 1993 relating to the status and with regard to the latter, of the power of the King to derogate therefrom; 2° supervision of credit institutions, to the National Bank of Belgium, to the Institut companies covered by the law of March 22, 1993 on the status and supervision de redescompte and guarantee funds and to the Caisse des de´poˆts et of credit institutions, the National consignations; Bank of Belgium¨, the Rediscount and Guarantee Institute and the Deposit and Consignment Office; 3° to companies governed by Royal Decree No. 64 of November 10, 1967 3° companies covered by Royal Decree no. 64 of 10 November 1967 regulating organizing the status of holding companies; the status of portfolio companies; 4° investment firms subject to the law of 6 April 1995 on secondary markets, the legal status and supervision of investment firms, 4° investment firms referred to in the law of 6 April 1995 on secondary markets, intermediaries and investment advisers; 5° agricultural companies. the status of investment firms and their supervision, intermediaries and investment advisers; 5° to agricultural societies. Art. 93 Art. 93 Small companies have the option of drawing up their annual accounts Small companies can prepare their annual accounts according to an abbreviated schedule set by the King. according to an abbreviated schedule determined by the King. General partnerships and limited partnerships whose turnover for the last General partnerships and ordinary limited partnerships whose turnover in the financial year, excluding value added tax, does not exceed an amount fixed by last financial year, excluding value added tax, does not exceed an amount the King, have the right not to draw up annual accounts according to the rules determined by the King, are not required to prepare annual accounts in established by the King under Article 92, § 1. accordance with the rules established by the King in accordance with Article 92, 1. Paragraph 1 and paragraph 2 do not apply: 1° to The first and second paragraphs do not apply to: 1° companies companies whose purpose is insurance and which have been admitted by the whose object is the insurance and which are authorized by the King on the King under the legislation on the supervision of insurance companies; 2° to basis of the legislation on the supervision of insurance companies; 2° companies companies whose object is mortgage loans. that have a mortgage loan business to have as an object. Section II. — Management report Section II. — The annual report Art. 94 Art. 94 This section does not apply: 1° to small This section does not apply to: 1° small companies; 2° to general partnerships, limited companies; 2° general partnerships, ordinary partnerships and cooperative companies with unlimited liability, all of whose limited partnerships and cooperative companies with unlimited liability, of partners have unlimited liability are natural persons; which all partners with unlimited liability are natural persons; 3° economic partnerships; 4° the agricultural companies. 3° economic interest groups; 4° to agricultural societies. However, small companies must include the justification referred to in Article Small companies must, however, state the justification referred to in Article 96, 96, 6°, in the appendix to the annual accounts. 6° in the notes to the annual accounts. Art. 95 Art. 95 The administrators or managers draw up a report in which they The directors or managers of companies establish a account for their management. report in which they account for their policies. Machine Translated 29458by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL Art. 96 Art. 96 The annual report referred to in Article 95 includes: 1° The annual report referred to in Article 95 contains: a commentary on the annual accounts with a view to presenting 1° a commentary on the annual accounts, giving a true and fair overview of the fairly the evolution of the business and the situation of the company; state of affairs and the position of the company; 2° information on the important events that took place after the end of the financial year; 2° data on important events occurring after the end of the financial year; 3° information on the circumstances likely to have a significant influence on the development of the company, insofar as they are not likely to cause serious 3° information about the circumstances that could significantly influence the damage to the company ; development of the company, insofar as they are not of such a nature that they would cause serious harm to the company; 4° information on research and development activities; (4) indications relating to research and development activities; 5° indications relating to the existence of branches of the company; 5° information regarding the existence of branches of the company; 6° if the balance sheet shows a loss carried forward or the profit and loss account shows 6° in the event that the balance sheet shows a loss carried forward or the a loss for the financial year for two consecutive financial years, a justification of income statement shows a loss for the year for two successive financial years, the application of the valuation rules on the assumption of continuity; justification of the application of the going concern accounting rules; 7° all the information that must be inserted therein by virtue of this code. 7° all information that must be included in this report according to this Code. Section III. — Formalite´s from publicite´ Section III. — Disclosure Obligations First subsection. — Belgian companies Subsection I. — Belgian companies Art. 97 Art. 97 This sub-section does not apply: 1° to small companies This subsection does not apply to: 1° small companies which have adopted the form of a general partnership, a limited partnership or that have taken the form of a general partnership, an ordinary limited partnership a cooperative company with unlimited liability; or a cooperative company with unlimited liability; 2° to general partnerships, limited partnerships and cooperative companies 2° general partnerships, ordinary limited partnerships and cooperative companies with unlimited liability, all of whose partners have unlimited liability are natural with unlimited liability, of which all partners with unlimited liability are natural persons. persons. Art. 98 Art. 98 The annual accounts are filed by the administrators or managers with the The annual accounts must be carried out by the directors or business management National Bank of Belgium. are deposited with the National Bank of Belgium. This filing takes place within thirty days of their approval. This filing shall take place within thirty days after the annual accounts ning has been approved. If the annual accounts have not been filed in accordance with paragraph 2, the If the annual accounts have not been filed as stipulated in the second paragraph, damage suffered by third parties is, unless proven otherwise, presumed to result the damage suffered by third parties is deemed to arise from this omission, unless from this omission. there is evidence against it. Art. 99 Art. 99 Small companies have the option of publishing their annual accounts drawn up, Small companies may publish their annual accounts, which have been drawn under article 93, paragraph 1, according to an abbreviated diagram, in this up in abbreviated form pursuant to Article 93, paragraph 1, in this abbreviated form. abbreviated diagram ge´. Art. 100 Art. 100 The following are filed at the same time as the annual accounts and in At the same time as the annual accounts, in accordance with the provisions of accordance with article 98: Article 98, are filed: 1° a document with the following information: the surname, (1) a document containing the following information: the surnames, first names, first names, profession and place of residence of the directors or business occupation and domicile of the administrators or managers, as the case may be, managers, as the case may be, and of the statutory auditors in function. If the and of the commissioners in office. If the annual accounts have been verified and/ annual accounts have been verified and/or corrected by an external accountant or or corrected by an external chartered accountant or a company auditor, the a company auditor, the surname, first names, profession, place of residence of the surname, first names, profession, domicile of the external chartered accountant or external accountant or company auditor as well as their membership number with company auditor and their membership number with their institute. The director or their institute must also be stated. The director or manager states, where the manager mentions, where applicable, that no audit or adjustment mission has appropriate, that no verification or correction task has been assigned to an external been entrusted to an external chartered accountant or to a company auditor. 2° a accountant or company auditor; 2° an overview of the destination of the result if it table indicating the allocation of the result, if this allocation does not does not result from the annual accounts; destination is not apparent from the annual accounts; 3° a document mentioning, as the case may be, the date of filing of the authentic 3° a document stating, depending on the case, the date of deposit of an deed of incorporation or the duplicate of the deed of incorporation under private expedition of the authentic or a duplicate of the private deed of incorporation or of seal, or the date of filing full text of the statutes in an updated version; (4) the the date of deposit of the updated full text of the articles of association; commissioners' report prepared in accordance with section 144; 4° the report of the statutory auditors drawn up in accordance with article 144; Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29459 (5) a document indicating, unless this information already constitutes 5° a document with the following information, unless already separately in mentioned separately in the annual accounts: the annual accounts are stated: a) the amount, on the closing date thereof, of the debts or part of the a) the amount, at year-end, of the debts or of the debts guaranteed by the Belgian public authorities; b) the amount, on that parts of debts, guaranteed by the Belgian government; same date, of debts due, whether or not payment deadlines have been b) the amount, on the same date, of the debts due to the tax authorities obtained, to tax authorities and to the National Social Security Office; c) the and to the National Social Security Office, whether or not deferment has amount relating to the closed financial year, of subsidies in capital or interest been obtained; c) the amount for the closed financial year of the capital and paid or allocated by public authorities or institutions; interest subsidies paid or granted by public authorities or institutions; 6° a document containing the references to the annual report as prescribed by Article 96. Anyone may inspect the annual report at the registered office of 6° a document including the indications of the management report the company and obtain a full copy of it free of charge, even on written provided for by article 96. Any person contacting the registered office of the request. This obligation does not apply to small companies; company may read the management report and obtain it free of charge, even by mail. , full copy. This obligation does not apply to small companies; 7° any other document that must be filed at the same time as the 7° all documents that must be submitted at the same time as the annual accounts annual accounts under this code. deposited under this Code. Art. 101 art. 101 The King determines the terms and conditions for filing the documents The King determines under what conditions and how the documents referred to in Articles 98 and 100 as well as the amount and methods of referred to in Articles 98 and 100 are deposited and determines the amount payment of advertising costs. of the publication costs, as well as the method of payment. It determines the conditions under which this formality may be carried He determines the conditions under which this formality can be changed out other than by filing paper documents. fulfilled than by depositing paper documents. Art. 102 Art. 102 The deposit is only accepted if the provisions adopted in execution of The deposit will only be accepted if the provisions issued for the article 101 are respected. Unless notice to the contrary is sent to the implementation of Article 101 have been complied with. Unless otherwise company by the National Bank of Belgium within eight working days notified by the National Bank of Belgium to the company within eight working following the date of receipt of the documents, the deposit is deemed to days of the date of receipt of the documents, the deposit is deemed to have have been accepted on date of filing. been accepted on the date of the deposit. Within fifteen working days following the acceptance of the deposit, it Within fifteen working days after acceptance of the deposit, this will be shall be mentioned in a compendium established by the National Bank of mentioned in a collection that is set up by the National Bank of Belgium on Belgium on a medium and according to the methods that the King an information carrier and in the manner determined by the King. The collection is published in the Appendices to the Belgian Official Gazette. determines. The collection is published in the Annexes to the Belgian Official Gazette. Section 76 applies. Article 76 applies. The text of this statement is sent by the National Bank of Belgium to the The National Bank sends the text of this notification to the registry of the registry of the commercial court where the company's file referred to in commercial court, where it is added to the company's file referred to in Article 67, § 2 is kept, to be filed there. Section 75 is not applicable to the Article 67, § 2. Article 75 does not apply to the addition of this document to filing of this document in the record. the file. If the arithmetical and logical checks carried out by the National Bank of If, on the basis of arithmetic and logical checks by the National Bank of Belgium reveal errors in the annual accounts filed, it informs the company Belgium, errors appear in the annual accounts filed, it shall notify the and, if necessary, ant, its commissioner. company and, where appropriate, its statutory auditor. If it emerges from this information that, in the opinion of the National If it appears from this notification that, in the opinion of the National Bank Bank of Belgium, the annual accounts filed contain substantial errors, the of Belgium, the filed annual accounts contain material errors, the company company proceeds to a corrective filing in a period of two months from the will file an improved version of the annual accounts within two months of the sending of the list of errors. sending of the list of errors. Art. 103 Art. 103 The National Bank of Belgium and the registries of the commercial courts The National Bank of Belgium and the clerks of the Commercial Court are responsible for delivering copies, in the form determined by the King, to shall provide at the request of anyone a copy, in the form determined by the those who request them, of the documents referred to in Articles 98 and King, of the documents referred to in Articles 98 and 100 concerning a 100, relating to named companies and specific years. company to be named and to be specified in more detail. give years. The King determines the amount of the costs to be paid to the National The King shall determine the amount of the costs to be paid to the Bank of Belgium for obtaining the copies referred to in the first paragraph. National Bank of Belgium for obtaining the copies referred to in the first paragraph. Only the copies issued by the National Bank of Belgium are valid as Only the copies provided by the National Bank of Belgium serve as proof proof of the documents filed. The clerks of the commercial courts obtain, of the deposited documents. The clerks of the commercial courts shall free of charge and without delay, from the National Bank of Belgium, a copy obtain from the National Bank of Belgium, without delay and free of charge, of all the documents referred to in Articles 98 and 100, in the form determined a copy of all the documents referred to in Articles 98 and 100, in the manner by the King. determined by the King. Art. 104 Art. 104 When, in addition to the publication prescribed by Articles 98 and 100, Where a company, in addition to the disclosure required by Articles 98 the company proceeds by other means to the full dissemination of its annual and 100, disseminates its annual accounts and annual report in their entirety accounts or the management report, their form and content must be identical in a different manner, they must be presented in the form and content of the to those of the documents that were the subject of the auditors' report. They documents that have been the subject of the report of the commissioners. must be accompanied by the text of this report. If the statutory auditors have certified the annual accounts without making any reservations, the text of They must be accompanied by the text of this report. If the statutory auditors their report may be replaced by their certification. have issued an unqualified opinion on the annual accounts, the text of their report may be replaced by their statement. Machine Translated 29460by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL Art. 105 Art. 105 Without prejudice to the publication provided for in Articles 98 and 100, Without prejudice to the disclosure required by Articles 98 and 100, companies companies may publish their annual accounts in an abridged version, provided may also distribute an abridged version of their annual accounts, insofar as this that this does not alter the image of the company's assets, financial situation does not give a distorted picture of the assets, financial position and results of and results. In this case, it is mentioned that it is an abridged version and the company. In that case, it is stated that this is an abbreviated version and reference is made to the publication made under the law. If the annual accounts reference is made to the disclosure made in accordance with legal regulations. have not yet been filed, this is mentioned. Neither the report nor the auditors' If the annual accounts have not yet been filed, this will be reported. This certificate may accompany these abbreviated annual accounts. However, it abridged version may not be accompanied by the report or the unqualified must be specified whether the certification of the annual accounts drawn up by opinion of the statutory auditors. It must, however, be stated whether an the auditors was given with or without reservations, or whether it was refused. unqualified statement has been given by the supervisory directors, with or without reservation, or whether no unqualified statement has been given. Art. 106 Art. 106 The National Statistical Institute sends free of charge to the National Bank of At its request, the National Statistical Institute sends to the National Bank of Belgium, at the latter's request, the annual accounts and other accounting Belgium, free of charge, annual accounts and other accounting documents, the documents, the communication of which to the National Statistical Institute disclosure of which is imposed on the National Statistical Institute in accordance would be required in execution of the law of July 4, 1962 authorizing the with the law of 4 July 1962 authorizing the government to conduct statistical and government to carry out statistical and other investigations on the demographic, other surveys concerning the demographic, economic and social situation of the economic and social situation of the country. country. The National Bank of Belgium is authorized to establish and publish, The National Bank of Belgium is authorized, in the manner determined by the according to the procedures determined by the King, global and anonymous King, to compile and publish anonymous global statistics concerning the data or statistics relating to all or part of the elements contained in the documents sent part of the data contained in the documents submitted to it in accordance with to it pursuant to paragraph 1 and Articles 98 and 100. the first paragraph and in accordance with Articles 98 and 100 have been sent. Subsection II. — Foreign companies Subsection II. — Foreign companies Art. 107 Art. 107 § 1. Any company having a branch in Belgium, as well as any foreign § 1. Any foreign company, which has a branch in Belgium¨, and any foreign company whose securities are admitted to the first market of a stock exchange, company whose securities are listed on the first market of a stock exchange, in to the official listing of a stock exchange located in a Member State of the the official listing of a stock exchange located in a Member State of the European European Union or on a regulated market or on another regulated market, within Union or in another regulated market that has been equated by the King for the the meaning of article 1, § 3, of the law of 6 April 1995 on secondary markets, purposes of this Article within the meaning of Article 1, § 3, of the Law of 6 April the status of investment firms and their supervision, intermediaries and 1995 on secondary markets, the statute and supervision of investment firms, investment advisers, recognized by the King as equivalent for the application of intermediaries and the investment advisers, is required to file its annual accounts this article, are required to file their annual accounts as well as, where applicable, and, where appropriate, its consolidated annual accounts, for the most recently their consolidated accounts relating to the last closed financial year with the closed financial year with the National Bank of Belgium, in the form in which National Bank of Belgium, in the form in which these documents were drawn these accounts have been drawn up, audited and published in accordance with up, checked and published according to the law of the State to which they the law of the State to which the company falls. belong. This filing takes place annually, in the month following their approval This deposit is made annually, within the month following its approval, and at and at the latest seven months after the closing date of the financial year. the latest seven months after the closing date of the financial year. The securities of companies that do not comply with these obligations cannot The securities of companies that fail to comply with these obligations may not be kept listed on the relevant stock exchange or regulated market. be listed on the relevant stock exchange or regulated market. The King may adopt provisions derogating from the preceding paragraphs The King may adopt provisions deviating from the previous paragraphs with with regard to foreign companies whose financial instruments are admitted to a regard to foreign companies whose financial instruments are included in a Belgian regulated market, meaning of Article 1, § 3, of the law of April 6, 1995 Belgian regulated market, within the meaning of Article 1, § 3, of the Law of 6 on secondary markets, the status of investment firms and their supervision, April 1995 on secondary markets, the legal status and supervision of investment intermediaries and investment advisers. firms, intermediaries and investment advice sisters. § 2. Articles 100 to 104 apply to the documents referred to in § 1. § 2. Articles 100 to 104 apply to the documents referred to in § 1. § 3. The obligation referred to in § 1 does not apply to accounts § 3. The obligation referred to in § 1 does not apply to the annual accounts of the branch drawn up in accordance with Article 92, § 2. of the branch, drawn up in accordance with Article 92, § 2. CHAPTER II. — The consolidated accounts, the management report CHAPTER II. — Consolidated Financial Statements, Annual and the formalities of publication Report and Disclosure Obligations Section premie`re. — Champ d’application Section I. — Scope Art. 108 Art. 108 Without prejudice to contrary provisions in other laws, this Notwithstanding anything to the contrary in other laws, this chapter is not applicable: chapter not applicable to : 1° to companies governed by the law of 22 March 1993 relating to the status 1° companies covered by the law of 22 March 1993 on the legal status and and supervision of credit institutions, to the Banque Nationale de supervision of credit institutions, the National Belgium, to the Redescount and Guarantee Institute and to the Caisse des de Bank of Belgium¨, the Rediscount and Guarantee Institute and the ´poˆts et consignations; Deposit and Consignment Office; 2° to companies governed by Royal Decree no. 64 of 10 November 1967 2° companies covered by Royal Decree no. 64 of 10 November 1967 organizing the status of holding companies; regulating the status of portfolio companies; Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29461 3° investment firms referred to in the law of 6 April 1995 on secondary 3° investment firms covered by the law of 6 April 1995 on secondary markets, markets, the status of investment firms and their supervision, intermediaries the status and supervision of investment firms, intermediaries and investment and investment advisers; advisers; 4° economic interest groups; 5° to agricultural 4° economic partnerships; 5° agricultural societies. companies. Section II. — General: the obligation to consolidate Section II. — General : the consolidation obligation Art. 109 Art. 109 For the purposes of this chapter, the following terms are For the purposes of this chapter: — "consolidating company" understood to mean: — ''consolidating company'', the company which means the company that prepares the consolidated annual accounts; — prepares the consolidated financial statements; — “companies included in the under «companies included in the consolidation», the consolidating company consolidation”, the consolidating company as well as its subsidiary companies as well as its fully or proportionately consolidated subsidiaries and foreign and its foreign subsidiary companies that are fully consolidated or proportional subsidiaries; are not considered to be companies included in the consolidation, gratification; are not considered as companies included in the consolidation, the companies and foreign subsidiaries whose share in the equity and in the foreign companies and subsidiaries whose share of shareholders' equity and result is included in the consolidated financial statements using the equity of the result is included in the consolidation. accounts consolidated using the method; equity method; — “foreign subsidiary company”, an organization, whether or not endowed — under "foreign subsidiary", an institution, whether or not having its own with its own legal personality, which exercises a commercial, financial or legal personality, carries on a commercial, financial or industrial business under industrial activity under the control of a ´ Belgian; the control of a Belgian company; — under “consolidated whole”, all companies included in the consolidation. — “consolidated entity”, the entity formed by the companies included in the consolidation. Art. 110 Art. 110 All parent companies are required to draw up consolidated accounts and a Each parent company must prepare consolidated financial statements and management report on the consolidated accounts if, alone or jointly, they an annual report on the consolidated financial statements if it controls, alone or control one or more subsidiary companies, under Belgian or foreign law, or one jointly, one or more subsidiaries under Belgian or foreign law or one or more or more foreign subsidiary companies. foreign subsidiaries. Art. 111 Art. 111 In the case of a consortium, consolidated accounts must be drawn up, In the case of a consortium, consolidated financial statements must be encompassing the companies forming the consortium as well as their subsidiaries. prepared that include all the companies that form the consortium, as well as their subsidiaries. Each of the companies forming the consortium is considered a consolidating company. Each of the companies forming the consortium is considered a consolidating company. The establishment of the consolidated financial statements and the management The companies that form the consortium are jointly responsible for the report on the consolidated financial statements as well as their publication are the joint preparation and publication of the consolidated annual accounts and the annual responsibility of the companies forming the consortium. report on the consolidated annual accounts. Art. 112 Art. 112 A company is exempt from the obligation to draw up consolidated accounts A company is exempted from the obligation to prepare consolidated financial and a management report on the consolidated accounts when it is part of a statements and an annual report on the consolidated financial statements if it small group. is part of a small group. Art. 113 Art. 113 § 1. A company is, under the conditions provided for in § 2, exempted from § 1. Insofar as the conditions laid down in § 2 are met, a company is drawing up consolidated accounts and a management report on the consolidated exempted from the obligation to prepare consolidated annual accounts and an accounts if it is itself a subsidiary of a parent company which draws up, has annual report on the consolidated annual accounts if it is itself the subsidiary of audited and publishes the consolidated accounts and a management report on a parent company that has a consolidated prepare, have audited and publish the consolidated accounts. an annual report on the consolidated annual accounts. § 2. The use of the exemption provided for in § 1 is decided by the general § 2. The decision to make use of the exemption referred to in § 1 is taken by meeting of the company in question, for a maximum of two financial years; this the general meeting of the company concerned for a maximum of two financial decision can be renewed. years; this decision can be renewed. Exemption can only be decided if the following conditions are met: 1° the The exemption can only be decided if the following conditions are met: exemption has been approved in a general meeting by a number of votes reaching nine tenths of the number of votes attached to all the securities or, 1° the exemption was approved in a general meeting by a number of votes if the company in question is not constituted as a public limited company or a representing nine-tenths of the votes attached to all the securities or, if the limited partnership by shares, by a number of votes reaching eight-tenths of company concerned does not have the legal form of a public limited liability the number of votes attached to all the associates' rights; company or a limited partnership with shares, by a number of votes representing eight tenths of the number of votes attached to all the voting rights of the partners; 2° the company in question and, without prejudice to Article 116, all its 2° the company concerned and, without prejudice to Article 116, all its subsidiaries are included in the consolidated accounts drawn up by the parent subsidiaries are included in the consolidated annual accounts drawn up by the company referred to in § 1; parent company referred to in § 1; Machine Translated 29462by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 3° a) if the parent company referred to in § 1 is governed by the law of a 3° a) if the parent company referred to in § 1 is governed by the law of a Member State of the European Union, its consolidated accounts and its Member State of the European Union, its consolidated annual accounts and its management report on the consolidated accounts are drawn up, audited and annual report on the consolidated annual accounts must be drawn up, audited and published in accordance with the provisions adopted by this Member State in published in accordance with the rules issued by that Member State in application execution of Council Directive 83/349/EEC of June 13, 1983 ; of Council Directive 83/349/EEC of 13 June 1983; b) if the parent company referred to in § 1 is not governed by the law of a Member State of the European Union, its consolidated annual accounts and its annual report on the consolidated annual b) if the parent company referred to in paragraph 1 is not governed by the law accounts are drawn up in accordance with the aforementioned Directive of a Member State of the European Union, its consolidated accounts and its management report on the consolidated accounts are drawn up in accordance with the aforementioned directive 83/349/EEC or in an equivalent manner to the accounts and reports drawn up in accordance with this directive; these consolidated 83/349/EEC or in an equivalent manner to the annual accounts and annual reports accounts are audited by a person authorized under the law to which this parent prepared in accordance with this Directive; these consolidated financial statements company is subject, for the certification of the accounts; are audited by a person who is authorized under the law to which this parent company falls to certify the financial statements; 4° a) a copy of the consolidated accounts of the parent company referred to in 4° a) a copy of the consolidated annual accounts of the parent company referred § 1, of the audit report relating to these accounts and of a document including the to in § 1, of the audit report on these annual accounts and of a document containing information provided for by the article 119 is, within two months of their being the information required by Article 119, are made available to the partners within made available to the partners and, at the latest seven months after the end of the two months after they have been made available no later than seven months after financial year to which they relate, filed by the directors or managers of the exempt the closing of the financial year to which they relate, deposited by the directors or company, at the National Bank of Belgium. Articles 101, 102, paragraphs 1 to 3, managers of the exempt company with the National Bank of Belgium. Articles 101, and 103 are applicable. For the application of Article 102, paragraph 3, the file 102, paragraphs 1 to 3, and 103 shall apply. For the purposes of Article 102, third referred to is the file of the exempt company; paragraph, the file referred to is the file of the exempt company; b) any person may inspect the annual report on the consolidated annual accounts of the parent company referred to in § 1 at the registered office of the exempt company and b) any person contacting the head office of the exempt company may read the obtain a full copy thereof on request, free of charge; c) the consolidated annual management report on the consolidated accounts of the parent company referred accounts, the annual report on the consolidated annual accounts and the audit to in § 1 and obtain free of charge, even by correspondence, a full copy; report on the consolidated annual accounts of the parent company referred to in § 1 must, with a view to being made available to the public in Belgium in accordance c) the consolidated accounts, the management report on the consolidated with the preceding paragraphs, in the language or languages are drawn up or accounts and the audit report on the consolidated accounts of the parent company translated into which the exempt company must publish its annual accounts; d) referred to in § 1 must, for their made available to the public in Belgium in the consolidated annual accounts of the parent company referred to in § 1 and the accordance with the preceding paragraphs, be written or translated into the consolidated annual and audit report on these annual accounts, however, do not language or languages in which the exempt company is required to publish its have to be published as prescribed in points a) and b) if they have already been annual accounts; published pursuant to Articles 120 and 121 or of point (a) were made public in the language or languages referred to in point (c). d) the consolidated accounts of the parent company referred to in § 1 and the management and audit reports relating to these accounts must not, however, be subject to the publication provided for by points a) and b) if they have already been advertised, in the language or languages referred to in point c), by application of Articles 120 and 121 or of item a). § 3. The appendix to the annual accounts of the exempt company: § 3. The notes to the annual accounts of the exempt company: 1° states that it has made use of the option provided in § 1 not to prepare and publish its own 1° mentions that it has made use of the option granted by § 1 not to draw up consolidated annual accounts or an annual report on the consolidated annual and publish its own consolidated accounts and a management report on the accounts; 2° state the name and registered office and, if it concerns a company consolidated accounts; governed by Belgian law, the VAT number or the national identification number of the company that draws up and publishes the consolidated annual accounts 2° indicates the name and registered office and, if it is a company governed by referred to in § 2, 2°; 3° state, if § 2, d), is applied, the date on which the Belgian law, the VAT number or the national identification number of the company documents referred to were deposited; who draws up and publishes the consolidated accounts referred to in § 2, 2°, of this article; 3° indicates, in the event that § 2, d) is applied, the date of filing of the documents referred to; 4° specifically demonstrates compliance with the conditions provided for in this 4° contains a special motivation for compliance with the conditions prescribed article. § 4. In the event of consolidation of a consortium, the exception referred to in this article. § 4. In the event of consolidation with a consortium, the exemption in § 1 is also applicable, it being understood that, for the application of §§ 2 referred to in § 1 also applies, on the understanding that for the purposes of §§ and 3, the consolidated accounts of the consortium replace the consolidated 2 and 3, the consolidated annual accounts of the consortium replace the accounts of the parent company. consolidated annual accounts of the parent company . Art. 114 Art. 114 The exemptions provided for in Articles 112 and 113 do not apply if the shares The exemptions referred to in Articles 112 and 113 shall not apply if all or part or units issued by one of the companies to be consolidated are, in whole or in part, of the shares issued by one of the companies to be consolidated are listed within listed within the meaning of Article 4. the meaning of Article 4. Art. 115 Art. 115 Articles 112 and 113 do not affect the legal and regulatory provisions concerning Articles 112 and 113 are without prejudice to the legal and administrative the establishment of consolidated accounts or of a management report on provisions regarding the preparation of consolidated annual accounts or an consolidated accounts when these documents are required: 1° for the information annual report on the consolidated annual accounts if these documents are of workers or their representatives; required: 1° for the information of the employees or their representatives; 2° at the request of the government or court for its own information. 2° at the request of an administrative or judicial authority for its own information. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29463 Section III. — Scope of consolidation and consolidated accounts Section III. — Scope of Consolidation and Consolidated Financial Statements Art. 116 Art. 116 The King sets the rules according to which the scope of consolidation is The King determines the rules according to which the consolidation scope is determined. determined. Art. 117 Art. 117 § 1. The King determines the form and content of the consolidated annual § 1. The King determines the form and content of the consolidated annual accounts. accounts. § 2. In the case of consolidation within a consortium, the consolidated § 2. In the event of consolidation of a consortium, the consolidated accounts annual accounts may be drawn up in accordance with the legislation and in the may be established according to the legislation and in the currency of the country national currency of a foreign company belonging to the consortium, if the main of a foreign company, member of the consortium, whether the major part of the business of the consortium is located in that company or takes place in that activities of the consortium are carried out by this company or in the currency of company. the currency of the country where it has its seat. the country where it has its headquarters. The equity items to be included in the consolidated accounts are the added Equity items in the consolidated financial statements must include the amounts attributable to each of the companies forming the consortium. aggregated amounts attributable to each of the companies that make up the consortium. to shape. Art. 118 Art. 118 The consolidated annual accounts are drawn up by the management body of The consolidated financial statements must be prepared by the board of the company. directors of the company. Section IV. — Management report on the consolidated financial statements Section IV. — Annual report on the consolidated accounts Art. 119 Art. 119 A management report on the consolidated accounts is attached to An annual report on the consolidated annual accounts is appended to the accounts consolidated by directors or managers. consolidated annual accounts by the directors or business managers. This report includes: 1° a This report contains : commentary on the consolidated accounts with a view to faithfully presenting 1° a commentary on the consolidated annual accounts giving a true and fair the development of the business and the situation of the consolidated entity; 2° view of the course of business and of the position of the consolidated whole; 2° data on important events occurring after the end of the financial year; information on the important events that took place after the end of the financial year; 3° provided that they are not of a nature to seriously harm a company included 3° insofar as they are not of such a nature that they would cause serious harm in the consolidation, information on the circumstances likely to have a significant to a company included in the consolidation, information about the circumstances influence on the development of the 'consolidated entity'; 4° indications relating to that could significantly influence the development of the consolidated whole; research and development activities. The management report on the consolidated accounts may be combined with the management report drawn up pursuant to 4° information on research and development activities. The annual report on the article 96, provided that the prescribed information is given separately for the consolidated financial statements may be combined with the annual report prepared company. ´ consolidating and for the whole consolidated. pursuant to article 96, insofar as the required information is provided separately for the consolidating company and the consolidated whole. Section V. — Formalities of publicity Section V. — Disclosure Obligations Art. 120 Art. 120 The consolidated accounts as well as the report on the consolidated accounts The consolidated annual accounts and the report on the consolidated annual are made available to the partners of the consolidating company under the same accounts are made available to the partners of the consolidating company under conditions and within the same deadlines as the annual accounts. These the same conditions and within the same periods as the annual accounts. These documents are submitted to the general meeting and are published within the documents are communicated to the general meeting and made public within the same timeframe as the annual accounts. same period as the annual accounts. It may be waived to the first paragraph in the event that the consolidated The first paragraph may be deviated from if the consolidated annual accounts accounts are not closed on the same date as the annual accounts in order to take are closed at a different time from the annual accounts of the consolidating into account the date of closure of the accounts. of the most numerous or largest company in order to take into account the balance sheet date of most or the most companies included in the consolidation. important of the companies included in the consolidation. In that case, the In this case, the consolidated accounts as well as the consolidated reports must consolidated annual accounts and the consolidated reports must be made available be made available to the partners and published no later than seven months after to the partners and made public no later than seven months after the closing date. the closing date. Art. 121 art. 121 Articles 100, 1°, and 101 to 106, as well as the decrees adopted for their Articles 100, 1° and 101 to 106, as well as the decisions taken pursuant to these execution, are applicable to the consolidated accounts and to the reports on the articles, apply to the consolidated annual accounts and to the reports on the consolidated accounts. consolidated annual accounts. For the application of Article 102, paragraph 3, the file referred to is that of For the purposes of Article 102, third paragraph, the file referred to is the file of the consolidating company. the consolidating company. The consolidated accounts may, in addition to the publication required by The consolidated financial statements may, in addition to the disclosure paragraph 1, in the currency in which they are drawn up, be published in the prescribed by paragraph 1, in the currency in which they are drawn up in currency of a Member State of the 'Organization for Economic Co-operation and accordance with the applicable law, also be published in the currency of a Member Development, using the exchange rate at the consolidated balance sheet date. State of the Organization for Economic Co-operation and Development, using of This course is indicated in the appendix. the conversion rate on the date of the consolidated balance sheet. This rate is indicated in the notes. Machine Translated 29464by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL CHAPTER III. — Royal decrees implementing this title and exceptions CHAPTER III. — Royal decrees taken in implementation of this title and exceptions Art. 122 Art. 122 The King may adapt and supplement the rules relating to the form and The King can adjust and supplement the rules regarding the form and content of the annual accounts drawn up pursuant to Article 92 according content of the annual accounts that He has drawn up on the basis of Article to the branches of activity or economic sectors. 92, according to the branches of industry or economic sectors. The King may, with regard to companies which do not exceed a certain For certain companies, which do not exceed a certain size determined size that he defines, adapt and supplement the rules laid down under by Him, the King may adjust and supplement the rules regarding the form Article 92, or provide for exemption from all or part of these rules. These and content of the annual accounts that He has drawn up on the basis of adaptations and exemptions may vary according to the subject of the Article 92, as well as for exempting companies from the application of all or decrees referred to above and according to the legal form of the company. some of those rules. These adjustments, additions and exemptions may differ depending on the subject of the resolutions referred to and the legal form of the company. Art. 123 Art. 123 § 1. The King may adapt and supplement the rules relating to the § 1. The King may change the rules with regard to the preparation and establishment and publication of consolidated accounts as well as the publication of the consolidated annual accounts, as well as those with establishment and publication of a management, and the rules relating to regard to the preparation and publication of an annual report, and the rules the form and content of the consolidated accounts that it has adopted with regard to the form and content of the consolidated accounts. adjust pursuant to Article 117, according to the branches of activity or economic and supplement the annual accounts that He has prepared on the basis of sectors. Article 117 according to the branches of industry or economic sectors. Articles 109 to 121, as well as the decrees adopted for their execution, Articles 109 to 121, as well as the decrees taken in implementation are only applicable to insurance companies governed by Belgian law and thereof, only apply to insurance companies governed by Belgian law and to reinsurance companies governed by Belgian law, only insofar as the reinsurance companies governed by Belgian law insofar as the King does King no exception. § 2. The King may, with regard to companies which do not depart from them. not exceed a certain size which He defines, adapt and supplement the § 2. For certain companies, which do not exceed a certain size determined rules relating to the establishment and publication of the consolidated by Him, the King may follow the rules relating to the preparation and accounts as well as the preparation and publication of a management publication of the consolidated annual accounts, as well as those relating report, and the rules relating to the form and content of the consolidated to the preparation and publication of an annual report, and amend and accounts that it has decided pursuant to Article 117, or provide for supplement the rules with regard to the form and content of the consolidated exemption from all or part of these rules. These adaptations and exemptions annual accounts that He has drawn up pursuant to Article 117, as well as may vary according to the subject of the decrees referred to above and exempting those companies from the application of all or some of those according to the form of the company. rules. These adjustments, additions and exemptions may differ depending on the subject of the resolutions referred to and the legal form of the company. Art. 124 Art. 124 The royal decrees issued by virtue of this title are submitted to the The royal decrees for the implementation of this title are submitted for Central Council for the Economy for its opinion and deliberated in the advice to the Central Council for Business and are taken after consultation Council of Ministers. in the Council of Ministers. Art. 125 Art. 125 § 1. The Minister responsible for Economic Affairs may authorize, in § 1. The Minister responsible for Economic Affairs may, in special cases, special cases and subject to the reasoned opinion of the Accounting after a reasoned opinion from the Accounting Standards Commission, allow Standards Commission, derogations from royal decrees issued in execution derogations from the royal decrees taken in implementation of this title. of the this title. This competence is exercised by the Minister who has the Middle With regard to small companies, this power is exercised by the minister Classes in his attributions, as far as small companies are concerned. who has the self-employed under his authority. The accounting standards committee is informed of the minister's The Accounting Standards Committee shall be notified of the Minister's decision. decision. § 2. Paragraph 1 does not apply to companies that are the object § 2. § 1 is not applicable to companies whose purpose is insurance and of the insurance and that have been admitted by the King on the basis of which are approved by the King pursuant to the legislation relating to the the legislation on the supervision of insurance companies. control of insurance companies. insurance. CHAPTER IV. — Penal provisions CHAPTER IV. — Criminal Provisions Art. 126 Art. 126 § 1. Will be punished with a fine of fifty to ten thousand francs: § 1. Shall be punished by a fine of fifty [euros] to ten thousand [euros]: 1° administrators or managers who contravene Article 92, § 1, paragraph 1° directors or business managers who violate Article 92, § 1, second 2; paragraph; 2° the directors, business managers, directors or agents of 2° administrators, managers, directors or agents of companies who companies who knowingly infringe one of the provisions of the decisions knowingly contravene the provisions of the orders issued pursuant to taken in implementation of Articles 92, § 1, first paragraph, 122 and 123; 3° Articles 92, § 1, paragraph 1 , 122 and 123; the directors, business managers, directors and agents of companies who knowingly violate Articles 108 to 121 and the decisions taken in 3° administrators, managers, directors or agents of companies who implementation thereof. knowingly contravene Articles 108 to 121 and their implementing decrees. In the cases referred to in paragraph 1, 2° and 3°, they are punished by In the cases referred to in the first paragraph, 2° and 3°, they shall be imprisonment of one month to one year and a fine of fifty to ten thousand punished by imprisonment of one month to one year and a fine of fifty to francs or one of these penalties only, if they acted with fraudulent intent. ten thousand francs, or one of those penalties only if they act fraudulently. acted intentionally. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29465 The managers, directors or agents of companies will however be punished The business managers, directors or agents of companies are only punished with the sanctions provided for in the first paragraph for having disregarded with the penalties laid down in the first paragraph for the violation of Article 92, Article 92, § 1 , first paragraph , only if the company has been declared bankrupt. § 1, first paragraph, if the company has been declared bankrupt. § 2. Companies will be civilly liable for fines imposed under § 1 against their § 2. The companies are civilly liable for the payment of the fines to which directors, managers, directors, agents. their directors, business managers, directors or agents have been sentenced pursuant to § 1. Art. 127 Art. 127 Will be punished by imprisonment and a fine of twenty-six francs to two With imprisonment and a fine of twenty-six francs to two thousand thousand francs: send frank be punished : 1° those who have committed a forgery, with fraudulent intent or with intent 1° those who, with fraudulent intent or with the intent to damage, commit to harm, in the annual accounts of companies, prescribed by law or by the forgery in the annual accounts of a company prescribed by law or by the articles of association: articles of association: — or by placing false signatures; — either by imitating — or by forged signatures; — or or falsifying writings or signatures; — either by drawing up agreements, by forgery or alteration of writings or signatures; dispositions, undertakings or releases falsely or by including them subsequently in the annual accounts; — either by adding or falsifying terms, — either by making agreements, provisions, obligations or discharges or by statements or facts the purpose of which is to include or establish these inserting them afterwards in the annual accounts; deeds; 2° those who make use of those false deeds. — either by adding or altering clauses, declarations or facts that these acts are intended to receive and record; 2° those who have made use of these forgeries. For the application of the first paragraph, the annual accounts exist from For the purposes of the first paragraph, the annual accounts exist as soon as they that they are subject to inspection by the partners. have been made available for inspection by the partners. Art. 128 Art. 128 Managers and administrators as well as persons responsible for the The business managers and directors, as well as the persons entrusted with management of an establishment in Belgium who contravene one of the the management of a branch in Belgium, who fail to comply with one of the obligations of articles 81 to 85, 95, 96, 98 and 100 will be punished by a fine of obligations set out in Articles 81 to 85, 95, 96, 98 and 100 are punished with a fifty francs to ten thousand francs. fine of fifty francs to ten thousand francs. If the violation of these provisions takes place for a fraudulent purpose, they In addition, if the violation of these articles is committed with fraudulent may also be punished by imprisonment from one month to one year or by these intent, they may be punished with imprisonment from one month to one year or two cumulative penalties. both sentences together. This article does not apply to economic interest groups. This Article does not apply to economic partnerships. Art. 129 Art. 129 The penalties provided for in Article 458 of the Penal Code will be imposed Shall be punished by the penalties laid down in Article 458 of the Criminal on any person exercising functions at the National Bank of Belgium who Code who exercises an office in the National Bank of Belgium and who is guilty communicates to a person outside the Bank or published either individual of publishing or communicating to a person outside the Bank, or, without the information transmitted to the National Bank of Belgium pursuant to Article 106, prior consent of the declarant. or the counted, of individual data sent to that paragraph 1, without the prior authorization of the declarant or of the respondent, Bank in accordance with Article 106, paragraph 1, or of unnamed, global or overall statistics and which have been drawn up by the National Bank of statistics drawn up by the National Bank of Belgium on the basis of Article 106 Belgium pursuant to Article 106 and which include elements which have been and in which data has been processed that have been sent to it pursuant to transmitted to the National Bank of Belgium pursuant to Article 106, paragraph Article 106, paragraph 1, and have not yet been published by the National 1, but which have not yet been published either by the National Institute of Statistical Institute nor by the National Bank of Belgium. Statistics or by the National Bank of Belgium. TITLE VII. — Audit of the annual and consolidated TITLE VII. — The audit of the annual and consolidated accounts CHAPTER ONE. — General accounts CHAPTER I. — General provisions on provisions on control Section one. - Nomination auditing Section I. — Appointment Art. 130 Art. 130 The auditors are appointed from among the members, natural or legal The statutory auditors are appointed from among the members, natural or persons, of the Institute of Company Auditors, by the general meeting. legal persons, of the Institute of Registered Auditors, by the general meeting. Any decision to appoint or renew the mandate of a commissioner taken Any decision regarding the appointment or renewal of the mandate of a without respecting the first paragraph is void. The nullity is pronounced by the member of the Supervisory Board without compliance with the first paragraph president of the commercial court of the registered office of the company sitting is null and void. The nullity is pronounced by the chairman of the commercial as in summary proceedings. court of the registered office of the company, sitting as in preliminary relief proceedings. Art. 131 Art. 131 in the absence of Commissioners, or when all the Commissioners are unable In the absence of supervisory directors or if all supervisory directors are to exercise their functions, their appointment or replacement shall be unable to perform their duties, the appointment or replacement of the immediately provided for. Failing this, the president of the commercial court, supervisory directors will be provided immediately. Failing this, the chairman of sitting as an interim measure, at the request of any interested party, appoints a the commercial court, sitting as in summary proceedings, shall appoint, by company auditor, whose appointment he sets. molument and who is responsible application of any interested party, a company auditor whose remuneration he for exercising the functions of commissioner until his appointment or determines and who is charged with the task of auditor until his appointment is replacement has been duly filled. If the statutory auditor is to be appointed by lawful. or replacement is provided. the general meeting, such appointment or replacement will only take effect after the first annual general meeting following the appointment of the auditor However, if the statutory auditor must be appointed by the general meeting, by the chairman. such appointment or replacement will only take effect after the first annual meeting following the appointment of the statutory auditor by the chairman. Machine Translated 29466by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL Art. 132 Art. 132 Each time an audit mission is entrusted to a non-trading company referred Whenever an audit assignment is entrusted to a civil company as referred to in Article 33, § 1, of the law of July 22, 1953 creating an Institute of Auditors to in Article 33, § 1, of the Law of 22 July 1953 establishing an Institute of companies, the latter is required to designate from among its partners, Registered Auditors, it must appoint a representative from among its partners, managers or administrators a representative responsible for the execution of managers or directors who is charged with the execution of the assignment this mission in the name and on behalf of the company. . This representative in the name and on behalf of the company. This representative must meet is subject to the same conditions and incurs the same civil, criminal and the same conditions and shall be liable under civil, criminal and disciplinary disciplinary liability as if he were carrying out this mission in his own name law as if he himself were performing the assignment concerned in his own and for his own account, without prejudice to the joint and several liability of name and for his own account, without prejudice to the joint and several the civil society it represents. The latter can only revoke its representative by liability of the civil company he represents. The latter may not dismiss its simultaneously designating its success representative without simultaneously appointing a successor. next The appointment and termination of the duties of the permanent For the appointment and termination of the assignment of the permanent representative are subject to the same rules of publicity as if he carried out representative, the same rules of publication apply as if he were to fulfill this this mission in his own name and for his own account. assignment in his own name and for his own account. Art. 133 Art. 133 Cannot be appointed as commissioner those who find themselves in Those who are in a position that could jeopardize the independent conditions likely to call into question the independence of the exercise of performance of their duties, in accordance with the rules applicable to the their function as commissioner, in accordance with the rules of the profession profession of auditors, cannot be appointed as a member of the Supervisory of regulator. business viewfinder. Commissioners must ensure that they do Board. The statutory auditors must ensure that they are not placed in such a not find themselves placed, after their appointment, in such conditions. position after their appointment. In particular, the auditors may not accept, either in the company under Accordingly, the statutory auditors in the company which is subject to their their control or in a company linked to it, any other function, mandate or control, nor in an affiliated company, may accept any other task, mandate or mission to be exercised during their term of office. mandate or after it and assignment, which will be performed during their term of office or afterwards, which would be likely to call into question the independence of the exercise and which enable the independent exercise of could jeopardize their duties of their function as Commissioner. as supervisory directors. Paragraph 2 is also applicable to persons with whom the commissioner The second paragraph also applies to persons with whom the supervisory has entered into an employment contract or with whom he is, from a director has concluded an employment contract or with whom he has a professional point of view, in a collaborative relationship. professional partnership. Section II. — Re´mune´ration Section II. — Remuneration Art. 134 Art. 134 § 1. The emoluments of the commissioners are established at the beginning § 1. At the start of the commission of the supervisory directors, a of their mandate by the general meeting. These emoluments consist of a remuneration is determined by the general meeting. This remuneration fixed sum guaranteeing compliance with the auditing standards established consists of a fixed amount that guarantees compliance with the auditing by the Institute of Company Auditors. They can only be modified with the standards issued by the Institute of Registered Auditors. The remuneration consent of the parties. cannot be changed without the consent of the parties. § 2. The performance of exceptional activities or special assignments by the statutory auditor can § 2. The accomplishment by the statutory auditor of exceptional services only be remunerated in a special way insofar as the annual report provides or specific missions can only be remunerated by special emoluments insofar justification for their object and the associated remuneration. as it is reported in the management report. of their purpose as well as the related remuneration. § 3. Apart from these emoluments, the auditors may not receive any § 3. Apart from these remunerations, the statutory auditors may not benefit from the company, in any form whatsoever. benefit, in whatever form, from the company. The company may not grant them loans or advances, nor give or constitute The company may not grant them loans or advances, nor provide or guarantees for their benefit. provide guarantees on their behalf. § 4. The performance by a person with whom the commissioner has § 4. The performance of a task, mandate or assignment by a person with concluded an employment contract or with whom he is, from a professional whom the statutory auditor has concluded an employment contract or with point of view, in a relationship of collaboration, of a function, mandate or an whom he has a professional relationship of cooperation, can only be assignment, can only be remunerated by the company if the purpose of the remunerated by the company insofar as the annual report provides justification function, the mandate or the assignment is given in the management report, for the subject of this task, mandate or assignment and the associated as well as the the corresponding remuneration. remuneration. Section III. - De´mission and re´vocation Section III. — Dismissal Art. 135 Art. 135 Commissioners are appointed for a renewable three-year term. Under The Commissioners are appointed for a renewable term of three years. penalty of damages, they may only be revoked during their term of office for On pain of compensation, they can only be dismissed during their assignment just cause, by the general meeting. for legitimate reasons by the general meeting. The commissioners may, except for serious personal reasons, resign Except for serious personal reasons, the statutory auditor may not resign during their term of office only at a general meeting and after having reported during his assignment, unless at the general meeting and after he has to it in writing on the reasons for their resignation. . informed him in writing of the reasons for his resignation. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29467 Art. 136 Art. 136 If the general meeting is called upon to deliberate on the dismissal of a When the general meeting has to rule on the dismissal of a supervisory commissioner, the inclusion of this question on the agenda must be notified director, the person concerned is immediately notified of the inclusion of this immediately. to the person concerned. The statutory auditor may make known matter on the agenda. The statutory auditor may notify the company in writing in writing to the company any observations he may have. These observations of his comments. These comments shall be announced on the agenda made are announced in the agenda and they are made available to the shareholders, available to the partners in accordance with Articles 269, 381 and 535. Where in accordance with articles 269, 381 and 535. A copy of these observations is appropriate, copies shall also be sent without delay to those who have also transmitted without delay. to persons who have completed the formalities completed the formalities required for admission to the general meeting are required to be admitted to the meeting. prescribed. The company may, by petition addressed to the president of the commercial The company may, by application notified in advance to the statutory auditor court and notified in advance to the statutory auditor or the auditor referred to or the auditor as referred to in subsection 1, request permission from the in paragraph 1, request authorization to not to communicate to the shareholders chairman of the commercial court not to notify the partners of comments that observations which are irrelevant or of a nature to unfairly harm the credit of relevant or could irresponsibly damage the reputation of the company. The the company. The president of the commercial court hears the company and presiding judge of the court hears the company and the statutory auditor or the statutory auditor or the auditor in chambers of the council and decides in auditor in chambers and makes a decision in open court. No objection or appeal public hearing. Its decision is neither subject to opposition nor to appeal. is possible against this decision. Section IV. — Compe´tences Section IV. — Powers Art. 137 Art. 137 § 1. The auditors may, at any time, examine, without traveling, the books, § 1. The statutory auditors may at any time inspect the books, letters, minutes correspondence, minutes and generally all the documents and all the writings and in general all documents and writings of the company. They may request of the company. you. They may require the management body, agents and all clarifications and information from the management body, the authorized employees of the company to provide any explanations or information and representatives and the appointees of the company and carry out all the carry out any checks that they deem necessary. verifications they deem necessary. They may request the management body to be given, at the registered They may request from the board of directors to be provided at the registered office of the company, information relating to affiliated companies or to other office of the company with information concerning affiliated companies or other companies with which there is a shareholding link, insofar as this information companies with which a participating interest exists, insofar as they deem this seems necessary to them to monitor the financial situation of the company. information necessary to assess the financial situation of the company. to check. They may require the management body to ask third parties for confirmation They may require the governing body to request confirmation from third of the amount of their receivables, debts and other relations with the controlled parties of the amount of claims against, debts to or other relationships with the company. controlled company. § 2. The powers referred to in § 1 may be exercised by the statutory auditor § 2. The powers referred to in § 1 may be exercised by the commissioners jointly or individually. are exercised, acting alone or jointly. If several commissioners have been appointed, they form a college. They When several commissioners are appointed, they form a college. They can may share the burden of controlling the company among themselves. divide control of the company among themselves. At least every six months, they are provided by the management body with At least every six months, the board of directors provides them with an an accounting statement drawn up according to the balance sheet and income accounting statement, drawn up in accordance with the schedule of the balance statement. sheet and profit and loss account. Art. 138 Art. 138 The auditors who note, during their inspections, serious and concordant Statutory auditors who, during their audit activities, establish important and facts likely to compromise the continuity of the company, inform the management corresponding facts that could jeopardize the continuity of the company, must body in writing and in a detailed manner. inform the board of directors of this in writing and in a detailed manner. In this case, the management body must deliberate on the measures that In that case, the board of directors must deliberate on the measures to be should be taken to ensure the continuity of the business for a reasonable period taken to safeguard the continuity of the business for a reasonable period of of time. time. The auditors may waive the information referred to in the first paragraph, The supervisory directors may waive the notification referred to in subsection when they note that the management body has already deliberated on the 1 if they determine that the administrative body has already deliberated on the measures that should be taken. measures to be taken. If within one month of the communication of the information referred to in the If within one month of notification of the notification referred to in the first first paragraph, the auditors have not been informed of the deliberation of the paragraph, the supervisory directors were not informed about the deliberations management body on the measures taken or envisaged to ensure the continuity by the administrative body about the measures taken or the measures of the business for a reasonable period of time, they may report their findings envisaged to safeguard continuity for a reasonable period of time. , or if they to the president of the commercial court. In this case, article 458 of the Penal consider that the measures cannot safeguard business continuity for a Code is not applicable. reasonable period of time, they can communicate their findings to the president of the commercial court. In that case, Article 458 of the Criminal Code is not applicable. In the event that no auditor is appointed, when serious and concordant If no statutory auditor has been appointed, when important and congruent facts are likely to compromise the continuity of the company, the management facts may jeopardize the going concern of the company, the board of directors body is also required to deliberate on the measures that should be taken to must also deliberate on the measures to be taken to ensure the going concern ensure the continuity of the business for a reasonable period of time. of the company for a reasonable period of time. to safeguard. Machine Translated 29468by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL Art. 139 Art. 139 The commissioners may, in the performance of their duties, and at their own The supervisory directors may be assisted in the performance of their duties, expense, be assisted by agents or other persons to whom they answer. at their own expense, by appointees or other persons for whom they are responsible. Section V. — Responsabilite´ Section V. — Liability Art. 140 Art. 140 Stewards are responsible to the society for misconduct The supervisory directors are liable to the company for: committed by them in the performance of their duties. the shortcomings they commit in the performance of their duties. They are jointly and severally liable both to the company and to third parties They are jointly and severally liable towards the company as well as towards for any damage resulting from breaches of the provisions of this code or the third parties for all damage resulting from violation of the provisions of this code articles of association. They are only discharged from their responsibility for or of the articles of association. In respect of the offenses in which they did not offenses in which they did not take part if they prove that they have carried out participate, they shall be relieved of that liability only if they demonstrate that the normal diligence of their position and that they have denounced these they have performed their duties properly and they have brought the offenses breaches to the management body and, where applicable, if they have not been before the administrative authority and, where appropriate, if there is no adequately remedied, to the general meeting general, the next after they know appropriate consequence was given, at the first subsequent general meeting about it. after they have become aware of it. CHAPTER II. — Audit of the annual accounts CHAPTER II. — Audit of the annual accounts Art. 141 Art. 141 This chapter does not apply to: 1° general This chapter does not apply to: 1° general partnerships, limited partnerships and cooperative companies with unlimited partnerships, ordinary limited partnerships and cooperative companies with liability whose all the partners with unlimited liability are natural persons; unlimited liability, of which all partners with unlimited liability are natural persons; 2° small companies within the meaning of Article 15, on the understanding that for the purposes of this chapter, each company is considered separately, except: 2° to small companies within the meaning of Article 15, it being understood that, for the application of this chapter, each company will be considered individually, except: a) companies which are part of a group which is required to draw up and a) companies that are part of a group that is required to prepare and publish publish consolidated annual accounts; consolidated annual accounts; b) portfolio companies subject to Royal Decree No. 64 of 10 November 1967 regulating the status of portfolio companies; c) the b) holding companies which fall under the application of Royal Decree No. 64 companies whose securities are listed on a stock exchange; 3° economic of 10 November 1967 organizing the status of holding companies; c) companies partnerships, none of which are subject to the control of a commissioner; whose securities are officially listed on a stock exchange; 3° to economic interest groups no member of which is himself subject to control by a commissioner; 4° to agricultural societies. 4° agricultural companies. Art. 142 Art. 142 The control in the companies of the financial situation, the annual accounts The audit in companies of the financial situation, the annual accounts and the and the regularity with regard to the present code and the statutes, of the regularity, with regard to this code and the articles of association, of the operations to be recorded in the annual accounts must be entrusted to one or transactions reflected in the annual accounts, is entrusted to one or more more commissioners. auditors. Art. 143 Art. 143 The statutory auditors draw up a written and detailed report on the annual The statutory auditors prepare a detailed written report on the basis of the accounts. to this end, the management body of the company gives them the annual accounts. In view of this, the board of directors of the company provides documents, one month before the expiry of the legal period within which the them with the necessary documents, and this at least one month before the report must be presented under the first ´sent code. report under this code has to be submitted. Art. 144 Art. 144 The report of the commissioners referred to in section 143 indicates special The report of the statutory auditors referred to in Article 143 shall state in ment : particular: 1° how they performed their audit task and whether they received the 1° how they carried out their checks and whether they obtained from the explanations and information they requested from the management body and management body and company officials the explanations and information they appointees of the company; requested; 2° if the accounts are kept and if the annual accounts are drawn up in 2° whether the bookkeeping has been kept and the annual accounts have accordance with the applicable legal and regulatory provisions; been drawn up in accordance with the legal and administrative provisions applicable to them; 3° if, in their opinion, the annual accounts give a true picture of the assets, 3° whether, in their opinion, the annual accounts give a true and fair view of the financial situation and the results of the company, taking into account the the assets, the financial situation and the results of the company, taking into legal and regulatory provisions who governs them and whether the justifications account the legal and administrative provisions that apply to them, and whether given in the appendix are adequate; an appropriate justification is given in the explanation; 4° if the management report includes the information required by Articles 95 4° whether the annual report is as required by Articles 95 and 96 and 96 and is consistent with the annual accounts; 5° if the distribution of profits contains information and is in accordance with the annual accounts; proposed to the meeting complies 5° whether the profit appropriation that is submitted to the meeting, the statutes and this code; is in accordance with the articles of association and with this code; Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29469 6° if they have had no knowledge of transactions concluded or decisions 6° whether they have become aware of transactions or decisions taken with taken in violation of the articles of association or of this code. However, this violations of the articles of association or of the provisions of this Code. However, mention may be omitted when the disclosure of the offense is likely to cause this last statement may be omitted where disclosure of the violation could cause the company unjustified damage, in particular because the management body undue harm to the company, in particular because the administrative body has has taken appropriate measures. es to correct the situation of illegality thus taken appropriate measures to remedy the illegal situation thus created. created. In their report, the commissioners will indicate and justify with precision and In their report, the statutory auditors state accurately and clearly the clarity the reservations or objections they feel they should make. Otherwise, reservations and objections they believe they have to make. If not, they they will expressly mention that they have nothing to say. expressly state that they have no reservations or objections to make. CHAPTER III. — Audit of the consolidated accounts CHAPTER III. — Audit of the consolidated annual accounts Section I. Section one. - General scheme — General arrangement Art. 145 Art. 145 Unless otherwise provided in other legislation, this chapter does not apply to: Without prejudice to provisions to the contrary in other legislation, this chapter 1° credit institutions governed by the law of 22 March 1993 relating to the legal does not apply to: 1° credit institutions that fall under the law of 22 March 1993 status and the supervision of credit institutions, the National Bank of Belgium, on the status and supervision of credit institutions, the National the Rediscount and Guarantee Institute and the Bank of Belgium¨, the Rediscount and Guarantee Institute and the Fund deposits and Consignment; Deposit and Consignment Office; 2° companies governed by Royal Decree no. 64 of 10 November 1967 2° companies covered by Royal Decree no. 64 of 10 November 1967 organizing the status of holding companies; regulating the status of portfolio companies; 3° investment firms covered by the law of 6 April 1995 on secondary markets, the status and supervision of 3° investment firms referred to in the law of 6 April 1995 on secondary investment firms, intermediaries and investment advisers; markets, the status of investment firms and their supervision, intermediaries and investment advisers; 4° economic interest groups; 5° agricultural 4° economic partnerships; 5° agricultural societies. companies. Art. 146 Art. 146 The consolidated accounts must be audited by the statutory auditor(s) of the The consolidated financial statements must be audited by the statutory consolidating company or by one or more company auditors appointed for this auditor of the consolidating company or by one or more designated auditors. purpose. In the latter case, the appointment falls within the competence of the The latter are appointed by the general meeting. general meeting. In the case of a consortium, the consolidated accounts are audited by the In the case of a consortium, the consolidated annual accounts are audited by statutory auditor(s) of at least one of the companies forming the consortium, or the statutory auditor of at least one of the companies in the consortium or by by one or more company auditors appointed s by mutual agreement to that one or more auditors appointed by mutual agreement; if the consolidated annual effect; in the event that the consolidated accounts are drawn up in accordance accounts are drawn up in accordance with the law and in the national currency with the legislation and in the currency of the country of a foreign company, of a foreign company belonging to the consortium, they may be audited by the member of the consortium, they may be audited by the auditor of this foreign person in charge of controlling this foreign company. company. Articles 133, 134, §§ 1 and 3, 135 and 136 are applicable to the auditor Articles 133, 134, §§ 1 and 3, 135 and 136, apply to the auditor who is responsible for auditing the consolidated accounts without being vested with the responsible for auditing the consolidated annual accounts, but who does not duties of statutory auditor of the consolidating company. hold the position of auditor in the consolidating company. Art. 147 Art. 147 The consolidating company must make use of the power of control at its The consolidating company must use its auditing powers to obtain from the disposal to obtain subsidiaries included or to be included in the consolidation companies included or to be included in the consolidation that they permit the which they allow the auditor in charge of controlling the consolidated accounts auditor charged with the audit of the consolidated annual accounts to carry out to exercise on the spot the necessary checks and that they provide him, at his the necessary audits on the spot and that, at his request, he can carry out all request, with the information and confirmations he needs to comply with his necessary provide information and confirmations for compliance with the obligations under the provisions laid down by the King in establishment, control obligations imposed on him by the King regarding the preparation, auditing and and publication of the consolidated accounts. publication of the consolidated annual accounts. Art. 148 Art. 148 The statutory auditors or auditors appointed to audit the consolidated accounts The statutory auditors or auditors charged with auditing the consolidated draw up a written and detailed report which specifically indicates: financial statements prepare a detailed written report, stating in particular: 1° how they carried out the audit of the consolidated accounts and whether 1° how they have audited the consolidated annual accounts and whether they obtained the explanations and information required for their audits; 2° if the they have received the explanations and information they requested for their consolidated accounts have been prepared in accordance with the applicable audits; legal and regulatory provisions; 3° if, in their opinion, the consolidated 2° whether the consolidated annual accounts have been prepared in accordance with accounts give a true picture of the assets, the financial situation and the results ming with the legal and administrative provisions; of the consolidated entity, taking into account the legal and regulatory 3° whether, in their opinion, the consolidated annual accounts give a true and provisions. regulations governing them and whether the justifications given in fair view of the assets, the financial position and the results of the consolidated the appendix are adequate; whole, taking into account the applicable legal and administrative provisions, and whether the justification provided in the notes is appropriate; 4° whether the annual report on the consolidated annual accounts contains the information required by law and is consistent with the consolidated annual accounts. 4° if the management report on the consolidated accounts includes the information required by law and agrees with the consolidated accounts. Machine Translated 29470by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL In their report, the auditors or auditors will indicate precisely and clearly the In their report, the statutory auditors state accurately and clearly the reservations they feel they should make. Otherwise, they will expressly reservations and objections they believe they have to make. If not, they mention that they have nothing to say. expressly state that they have no reservations or objections to make. Section II. — Royal Decrees relating to the audit of the consolidated accounts Section II. — Royal Decrees relating to the audit of the consolidated annual accounts Art. 149 Art. 149 § 1. The King can adapt and supplement the rules relating to the audit of § 1. The King may amend and supplement the rules regarding the audit of consolidated accounts as well as to the establishment of an audit report the consolidated annual accounts as well as the drawing up of an audit report according to the branches of activity or economic sectors. according to the branches of industry or economic sectors. The first paragraph does not apply to companies whose purpose is The first paragraph does not apply to companies whose object is the insurance and which are approved by the King pursuant to the legislation insurance and which have been admitted by the King on the basis of the relating to the control of insurance. legislation on the supervision of insurance companies. § 2. The King may, with regard to companies that do not exceed a certain § 2. For certain companies, which do not exceed a certain size determined size that He defines, adapt and supplement the rules relating to the audit of by Him, the King may adjust the rules relating to the auditing of the consolidated consolidated accounts as well as the establishment of an inspection report, or annual accounts and those relating to the drawing up of an audit report and provide for exemption from all or part of these rules. These adaptations and and exempt those companies from the application of all or some of those rules. exemptions may vary according to the subject of the decrees referred to above and according to the legal form of the company. These adjustments, additions and exemptions may differ depending on the subject of the resolutions referred to and the legal form of the company. Art. 150 Art. 150 The Minister responsible for Economic Affairs may authorize, in special The Minister responsible for Economic Affairs may, in special cases, after a cases and subject to the reasoned opinion of the Accounting Standards reasoned opinion from the Accounting Standards Commission, allow Commission, derogations from Articles 146 to 148 and from the requirements derogations from Articles 146 to 148 and from the rules laid down pursuant to rules adopted in execution of article 149. Article 149. The Accounting Standards Commission is informed of the Minister's The Commission for Accounting Standards is notified of the minister's decision. decision. The first paragraph does not apply to companies whose purpose is The first paragraph does not apply to companies that are the object of the insurance and which are approved by the King pursuant to the legislation insurance and that have been admitted by the King on the basis of the relating to the control of insurance. legislation concerning the supervision of insurance companies. CHAPTER IV. — Control in companies where CHAPTER IV. — Control in companies where a there is a works council Section one. — works council has been established Section I. — Nature of control Nature of control Art. 151 Art. 151 In each company where a works council must be set up pursuant to the law In every company where a works council has to be established pursuant to of 20 September 1948 on the organization of the economy, with the exception the law of 20 September 1948 on the organization of the business community, of educational institutions subsidized , one or more company auditors are with the exception of subsidized educational institutions, one or more company appointed with the mission of: auditors are appointed with the task of: 1° reporting to the works council on the annual accounts and 1° to report to the works council on the annual accounts and the annual on the management report, in accordance with sections 143 and 144; report in accordance with Articles 143 and 144; 2° to certify the truthfulness 2° to certify the faithful and complete character of the economic and financial and completeness of the economic and financial information provided by information that the management body transmits to the works council, insofar the management body to the works council, insofar as this information appears as this information results from the accounts, the annual accounts of the from the accounts, from the annual accounts of the company or from other company or other verifiable documents; 3° to analyze and explain, particularly verifiable documents; for the members of the works council appointed by the workers, the economic and financial information which has been transmitted to the works council. 3° in particular for the benefit of the members of the works council appointed company, as to their significance relative to the financial structure and the by the employees, the significance of the economic and financial information evolution of the financial situation of the company; provided to the works council with regard to the financial structure and the evolution in the financial situation of the to declare and analyze the company; 4° if he considers that he cannot deliver the certification referred to in 2°, 4° if he is of the opinion that he cannot issue the certification referred to in or if he notices gaps in the economic and financial information transmitted to 2° or if he finds gaps in the economic and financial information provided to the the works council, to refer the matter the management body, and, if the latter works council, to inform the administrative body thereof and, if this does not does not take action within the month following its intervention, to inform the comply with this within one month of his intervention, to inform the works works council on its own initiative. council thereof on his own initiative. Art. 152 Art. 152 The management body sends the auditor a copy of the economic and The management body provides the company auditor with a copy of the financial information that it communicates in writing to the works council. economic and financial information that he provides the works council in writing. Art. 153 Art. 153 The agenda and the minutes of the works council meetings where economic The agenda and the minutes of the meetings of the works council at which and financial information is provided or discussed, are sent to the statutory economic and financial information is provided or discussed are communicated auditor. businesses at the same time as members. simultaneously to the members and to the auditor. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29471 Art. 154 Art. 154 The auditor may attend meetings of the works council. The auditor may attend works council meetings. He is, however, required to attend when invited by the management body He must attend them when requested to do so by the administrative body or by the members appointed by the workers, deciding to this effect by a or by the members appointed by the employees who have decided to do so majority of the votes cast by them. by a majority of the votes cast by them. to vote. Section II. — Companies where a commissioner is appointed Section II. — Companies where a statutory auditor has been appointed Art. 155 Art. 155 When an auditor must be appointed in a company by virtue of this title, the If a supervisory director must be appointed in a company pursuant to this mission referred to in Articles 151 to 154 is exercised by this auditor. title, the task referred to in Articles 151 to 154 shall be performed by this supervisory director. Art. 156 Art. 156 The commissioners of the company referred to in Article 155 are appointed on The supervisory directors of the company referred to in Article 155 are presentation of the works council deliberating on the initiative and on the appointed on the recommendation of the works council, deliberating on the proposal of the management body and deciding by a majority of the votes initiative and on the proposal of the management body and deciding by a cast by its members and by a majority of the votes issued by the members majority of the votes cast by its members and by a majority of the votes cast appointed by the workers. by the members appointed by the employees. The same applies to the renewal of their mandate. The same applies to the renewal of their mandate. Art. 157 Art. 157 If the majorities referred to in Article 156, paragraph 1, cannot be obtained If the required majorities as stipulated in Article 156, first paragraph, cannot within the works council on this proposal and in general, failing appointment be reached on this proposal in the works council, and if, in general, one or of one or more auditors presented in application of article 156, paragraph 1, more supervisory directors, nominated pursuant to Article 156, are in default, the president of the commercial court in whose jurisdiction the company has first paragraph, to be appointed, at the request of any interested party, a established its registered office ge, acting at the request of any interested company auditor shall be appointed by the chairman of the commercial court party and sitting as a summary judge, appoints a company auditor whose in the jurisdiction in which the company has its registered office, sitting as in emolument it sets and who is responsible for exercising the functions of preliminary relief proceedings, whose remuneration he shall determine and commissioner and the missions referred to in Articles 151 to 154 until his who shall charge shall be assigned the duties of a supervisory director and replacement is duly filled. with the assignments referred to in Articles 151 to 154, until his replacement is regularly provided for. This appointment by the president of the commercial court is made on This appointment by the chairman of the commercial court is made after the advice of the works council in the event that the latter has not been called advice from the works council if the latter has not been asked to deliberate upon to deliberate on the appointment of the commissioner, in accordance on the appointment of the statutory auditor in accordance with article 156, with article 156, paragraph 1. first paragraph. Art. 158 Art. 158 The amount of the auditors' remuneration is communicated for information The amount of the remuneration of the supervisory directors is to the works council. This remuneration remunerates the functions of communicated to the works council for information. This remuneration commissioner and the missions that he carries out under articles 151 to 154. reimburses their duties as supervisory directors and their duties and duties at the request of the members of the works council appointed by the workers, that they fulfill pursuant to Articles 151 to 154. At the request of the members deciding to this end, by a majority of the votes cast by them, the auditor of the works council appointed by the employees, who have decided to do so presents to the board an estimate of the volume of services required for the by a majority of the votes cast by them, the Commissioner to the works exercise of these functions and missions. council an estimate of the scope of the work required for the fulfillment of this task and of these assignments. Art. 159 Art. 159 The statutory auditor may not, during his term of office, be dismissed The statutory auditor can only be dismissed during his term of office on a except on the proposal or assent of the works council deciding by a majority proposal or on the unanimous advice of the works council, which decides by of the votes cast by its members and by a majority of the votes cast by made a majority of the votes cast by its members and by a majority of the votes by the members appointed by the workers. cast by the members appointed by the employees. In the event of resignation, the commissioner must inform the works If a supervisory director resigns, he must inform the works council council in writing of the reasons for his resignation. give written notice of the reasons for his resignation. Art. 160 Art. 160 Any decision to appoint, renew a term of office or dismissal taken without Any decision regarding appointment, renewal of mandate or dismissal, respecting Articles 156 to 159 is void. The nullity is pronounced by the without compliance with Articles 156 to 159 is null and void. The nullity is president of the commercial court of the registered office of the company pronounced by the chairman of the commercial court of the registered office sitting as in summary proceedings. of the company, sitting as in summary proceedings. Section III. — Companies where no commissioner has been appointed Section III. — Companies where no auditor has been appointed Art. 161 In a Art. 161 company where no auditor has been In companies where no statutory auditor has been appointed, the general appointed, a company auditor charged with the task referred to in Articles meeting appoints a company auditor responsible for the duties referred to in 151 to 154 is appointed by the general meeting. Articles 151 at 154. Art. 162 Art. 162 Except as otherwise provided by this code, articles 130 to 140 are Except in cases where this Code deviates therefrom, Articles 130 to 140 applicable to company auditors appointed in companies where there is no shall apply mutatis mutandis to statutory auditors appointed in companies in statutory auditor. which no auditor has been appointed. The presentation, the renewal of the mandate and the dismissal take The nomination, renewal of the mandate and the resignation of place in accordance with articles 156 to 160. by the company auditor in accordance with Articles 156 to 160. Machine Translated 29472by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL Art. 163 Art. 163 The mission of the president of the commercial court referred to in Articles For civil companies with one of the legal forms referred to in Book V, the 157 and 159 is exercised, with regard to civil companies which have taken one mandate of the chairman of the commercial court referred to in Articles 157 and of the forms referred to in Book V, by the president of the labor court in whose 159, is fulfilled by the chairman of the labor court of the jurisdiction in which the jurisdiction the company has established its registered office, sitting as a company has its has established its seat, sitting as in preliminary relief summary judge. proceedings. Section IV. — Royal decrees relating to control in companies where there Section IV. — Royal Decrees regarding is a works council the control of companies where a works council has been established Art. 164 Art. 164 § 1. The King may lay down the terms of application of Articles 151 to 163. § 1. The King may lay down further rules for the application of Articles 151 to He may provide that these articles or some of the rules of these articles are only 163. He may determine that these Articles or some of their rules are only applicable insofar as the works council did not decide otherwise. applicable in so far as the Works Council has not decided otherwise. § 2. Before adopting the regulatory measures provided for in § 1, the King § 2. Before taking the regulatory measures provided for in § 1, the King shall obtains the opinion either of the National Labor Council or of the competent joint obtain the advice of the National Labor Council or of the competent joint committee or, in its absence , representative organizations, business leaders, committee or, failing this, of the representative organizations of the heads of workers and managers. undertakings, of the employees and of the executives. When these measures raise, independently of the social aspect, questions When these measures, apart from the social aspect, raise questions of of economic interest, the King also seeks the opinion of either the Central economic importance, the King also obtains the advice either from the Central Economic Council or the the competent special advisory commission. Council for Business or from the competent special advisory commission. The organizations consulted under this article send their opinion within two The institutions consulted pursuant to this article shall issue their opinion months of the request being made to them, failing which, it may be disregarded. within two months of the request addressed to them, failing which this may be waived. CHAPTER V. — Individual powers of investigation and CHAPTER V. — Individual powers of investigation and verification control of shareholders from partners Art. 165 Art. 165 In case , Pursuant to Article 141, no statutory auditor may be appointed, Should no supervisory director be appointed pursuant to Article 141, the the management body is nevertheless required to submit to the competent body administrative body is nevertheless obliged to submit the request of one or more the request of one or more partners to the appointment of a commissioner, partners to appoint a supervisory director charged with the task referred to in charged with the functions referred to in Article 142. Article 142 to the competent body. Art. 166 Art. 166 In the event that no statutory auditor is appointed, each shareholder has, If no supervisory director is appointed, notwithstanding any provision to the notwithstanding any provision to the contrary in the articles of association, contrary in the articles of association, each partner individually has the individually the powers of investigation and control of the statutory auditors. He investigative and auditing powers of a supervisory director. He can be may be represented by a chartered accountant. represented by an accountant. Art. 167 Art. 167 The remuneration of the chartered accountant referred to in article 166 is the The remuneration of the accountant referred to in Article 166 shall be borne responsibility of the company if he has been appointed with its agreement or if by the company if he has been appointed with its consent or if this remuneration this remuneration was charged by court order. In these cases, the observations must be borne by it pursuant to a court decision. In these cases, the auditor's of the chartered accountant are communicated to the company. comments are communicated to the company. CHAPTER VI. — Expert-verifiers CHAPTER VI. — Experts Art. 168 Art. 168 If there are indications of serious harm or risk of serious harm to the interests At the request of one or more partners who hold at least 1% of the total of the company, the commercial court may, at the request of one or more number of votes, or who hold securities representing a part of the capital worth partners with at least 1% of the votes attached to all the existing securities, or at least fifty million francs, the court may, if there are indications that the interests possessing securities representing a fraction of the capital equal to at least fifty of the company are or are in danger of being seriously endangered, appoint one million francs, appoint one or more experts whose mission to check the books or more experts to check the books and accounts of the company and also the and accounts of the company as well as the operations carried out by its bodies. transactions carried out by its organs. Art. 169 Art. 169 The request referred to in Article 168 is introduced by summons. The court The claim referred to in Article 168 is initiated by summons. hears the parties in chambers and decides in open court. The court hears the parties in chambers and makes a decision in open court. The judgment specifies the questions or categories of questions to be The judgment lists the problems or types of problems that will be covered by investigated. It sets the prior deposit to be provided, if applicable, by the the investigation. It determines the amount that the claimants, if any, must give applicants for the payment of costs. in advance on consignment for payment of the costs. These costs may be included in those of the proceedings to which the These costs can be added to those of the proceedings to which the facts established facts would give rise. The court determines whether the report found could give rise. The court decides whether the report should be published. should be made public. It may, in particular, impose its publication, at the It may, inter alia, decide that the report must be published at the company's company's expense, according to the terms and conditions it determines. expense in accordance with the rules it determines. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29473 CHAPTER VII. — Penal provisions CHAPTER VII. — Criminal Provisions Art. 170 Art. 170 Shall be punished by imprisonment of one month to one year and a fine of The following shall be punished by imprisonment of one month to one year fifty to ten thousand francs, or one of these penalties only: and a fine of fifty to ten thousand francs or one of these penalties: 1° the directors, business managers and auditors who violate Article 134; 2° those (1) administrators, managers and commissioners who contravene section who prevent the investigations to which they are subject under this Title or 134; 2° those who obstruct the checks to which they are required to submit who refuse to provide the information they are required to provide under this under this title or refuse to provide the information they are required to Title or who knowingly supply incorrect or incomplete information. provide under the same title or who knowingly give inaccurate information or incomplete. The first paragraph is not applicable to economic interest groups. The preceding paragraph does not apply to economic partnerships. Art. 171 Art. 171 § 1. Administrators, managers, directors or agents of companies who § 1. The directors, business managers, directors and officers of companies knowingly contravene the provisions of Chapter III of this title relating to the who knowingly infringe the provisions of Chapter III of this title with regard to audit of consolidated accounts are punished by a fine of fifty to ten thousand the audit of the consolidated annual accounts, shall be punished with a fine of francs. . fifty [euros] to ten thousand [euros]. They are punished by imprisonment from one month to one year and a They shall be punished by imprisonment of one month to one year and a fine of fifty to ten thousand francs or one of these penalties only, if they have fine of fifty to ten thousand [euros] or one of these penalties only if they have acted with fraudulent intent. acted with fraudulent intent. § 2. Those who, in the capacity of auditor, auditor or independent expert, § 2. Those who, as statutory auditor, auditor or independent expert, certify certify or approve the accounts, annual accounts, balance sheets and profit or approve accounts, annual accounts, balance sheets and profit and loss and loss accounts of companies, when the provisions referred to in § 1 are accounts or consolidated annual accounts of companies, while the provisions not complied with, either by knowing that they had not been, or by not having referred to in § 1 are not complied with and they have knowledge thereof, or, carried out the normal diligence to ensure that they had been complied with, have done what they should have done to ascertain whether these provisions will be punished by a fine of fifty to ten thousand francs. have been complied with, shall be punished by a fine of fifty [euros] to ten thousand [euros]. They will be punished by imprisonment from one month to one year and a They shall be punished by imprisonment of one month to one year and a fine of fifty to ten thousand francs or one of these penalties only, if they have fine of fifty [euros] ten thousand [euros] or one of those penalties only if they acted with fraudulent intent. have acted with fraudulent intent. § 3. Companies will be civilly liable for fines imposed under § 1 against § 3. The companies are civilly liable for paying the fines to which their their directors, managers, directors or agents. directors, business managers, directors or agents are sentenced pursuant to § 1. TITLE VIII. — Procedure and effects of nullity of companies TITLE VIII. — Procedure and and decisions of the general meeting consequences of nullity of companies and of decisions of the general meeting FIRST CHAPTER. — Procedure and effects of the nullity of companies and CHAPTER I. — Procedure and consequences conventional amendments to company deeds of the invalidity of companies and of agreed amendments to company deeds Art. 172 Art. 172 The nullity of a company must be pronounced by a judicial decision. The nullity of a company must be subject to a court decision be pronounced. This nullity produces its effects from the date of the decision pronouncing it. The nullity takes effect from the day on which it is pronounced. However, it is opposable to third parties only from the publication prescribed It can be invoked against third parties only from the time of publication by Articles 67, 73 and 173. required by Articles 67, 73 and 173. Art. 173 Art. 173 The excerpt from the judicial decision that has become final or provisionally The extract from the final or provisionally enforceable judicial decision enforceable pronouncing the nullity of the company, as well as the extract declaring the nullity of the company, as well as the extract from the judicial from the judicial decision reforming the executive judgment by provision decision annulling the above provisionally enforceable judgment, shall be mentioned above, are filed and published in accordance with articles 67 and deposited and published in accordance with Articles 67 and 73. 73. This extract will contain: That extract states: 1° the corporate name and registered office; 2° 1° the name and registered office of the company; the date of the decision and the court which pronounced it; 3° 2° the date of the decision and the judge that issued it; 3° where where applicable, the name, first name and address of the liquidators; in appropriate, the surname, first names and address of the liquidators; if the the event that the liquidator is a legal person, the extract will contain the liquidator is a legal person, the extract shall contain the designation or designation or modification to the designation of the natural person who modification of the designation of the natural person who represents it for the represents it for the exercise of the powers of liquidation. purpose of carrying out the liquidation. Art. 174 Art. 174 Nullity for defect of form of a company cannot be opposed by the company Invalidity due to defects in a company's form cannot be invoked by the or by a partner to third parties, even by way of exception, unless it has has company or by a partner against third parties, not even by way of objection, been evidenced by a judicial decision published in accordance with article 173. unless it has been established in a court decision published in accordance with Article 173. Machine Translated 29474by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL Art. 175 Art. 175 The nullity of a company pronounced by a judicial decision in accordance The nullity of a company pronounced by the court in accordance with Article with article 172 entails the liquidation of the company as in the case of a 172 entails the liquidation of the company, as in the case of dissolution. dissolution. Nullity does not in itself affect the validity of the commitments of the company The nullity in itself does not affect the legal validity of obligations entered into or of those made towards it, without prejudice to the effects of the state of by or towards the company, without prejudice to the consequences of the fact liquidation. that the company is in liquidation. The courts can appoint liquidators. They can determine the mode of The courts may appoint liquidators. They can determine how the declared liquidation of the canceled company between the partners, except if the nullity invalid company will be liquidated among the partners, unless the invalidity has is pronounced on the basis of articles 66, 227, 1° or 2°, or 403, 1° or 2°, or 454, been pronounced on the basis of Articles 66, 227, 1° or 2°, or 403, 1° or 2°, or 1° or 2°. 454, 1 ° or 2°. Art. 176 Art. 176 When it is possible to regularize the situation of the company, the court When it is possible to regularize the situation of the company, the court seized of the matter may grant a period of time allowing this regularization to before which the case is pending may allow a period to do so. be carried out. Art. 177 Art. 177 Articles 172 and 174 are applicable to nullity for defect of form Articles 172 and 174 apply to the nullity due to formal defects of the agreed conventional amendments to company deeds. amendments to the company deeds. CHAPTER II. — Procedure and effects of nullity CHAPTER II. — Procedure and consequences of nullity of decisions of the general meeting resolutions of the general meeting Art. 178 Art. 178 The commercial court pronounces, at the request of any interested party, the At the request of any interested party, the Commercial Court shall declare nullity of a decision of the general meeting. that a decision of the general meeting is null and void. A person who has voted in favor of the contested decision is not admissible The nullity cannot be invoked by a person who voted in favor of the contested to invoke nullity, except in the case where his consent has been vitiated, or decision, save for a defect in the consent or who has expressly or tacitly who expressly or tacitly waived the right to invoke it, unless the nullity results renounced to invoke it, unless the nullity is the result of a violation of a rule of from a rule of public order. public order. . Art. 179 Art. 179 § 1. The nullity action is directed against the company. If serious reasons § 1. The claim for annulment is brought against the company. If there are justify it, the applicant for nullity may seek interim suspension of the execution serious reasons to do so, the claimant for annulment may request the of the contested decision. The suspension order and the judgment pronouncing provisional suspension of the implementation of the contested decision in the nullity produce their effects with regard to all. preliminary relief proceedings. The order of suspension and the judgment of annulment shall have effect in respect of all. § 2. The excerpt from the judicial decision which has become final or § 2. The extract from the final or provisionally enforceable judicial decision enforceable by provision pronouncing the suspension or the nullity of a decision declaring the suspension or invalidity of a decision of the general meeting, as of the general meeting general, as well as the excerpt of the judicial decision well as the extract from the judicial decision annulling the said provisionally reforming the provisionally enforceable judgment mentioned above, are filed enforceable judgment, be deposited and published in accordance with Articles and published in accordance with articles 67 and 73 . 67 and 73. This extract will contain: That extract states: (a) the corporate name and registered office; b) a) the name and registered office of the company; the date of the decision and the court which issued it. § 3. The b) the date of the decision and the court that issued it. § 3. The extract excerpt from the judicial decision which has become final or provisionally from the final or provisionally enforceable judicial decision declaring the enforceable pronouncing the nullity of an amendment to the articles of nullity of an amendment to the articles of association, as well as the extract association, as well as the extract from the judicial decision reforming the from the judicial decision nullifying the aforesaid provisionally enforceable provisionally enforceable judgment cited above, are filed and published in judgment, shall be deposited and published in accordance with the articles 67 accordance with Articles 67 and 73. and 73. This extract will contain: That extract states: (a) the corporate name and registered office; b) a) the name and registered office of the company; the date of the decision and the court which issued it. b) the date of the decision and the court that issued it. Art. 180 Art. 180 When the nullity is such as to infringe the rights acquired in good faith by a If the annulment may affect rights that a third party has acquired in good third party vis-à-vis the company on the basis of the decision of the meeting, faith against the company on the basis of the resolution of the meeting, the the court may declare the nullity of such rights without effect, subject to the court may declare that the nullity has no effect in respect of those rights, without plaintiff's right to damages, if any. prejudice to the right to compensation of the claimant if there is reason to do so. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29475 TITLE IX. — Dissolution and liquidation TITLE IX. - Dissolution and liquidation FIRST CHAPTER. — Proposal for winding up CHAPTER I. — Proposed dissolution Art. 181 Art. 181 § 1. The proposal for the dissolution of a cooperative limited liability § 1. The proposal to dissolve a cooperative company with limited liability, a company, a partnership limited by shares, a private limited liability company limited partnership with shares, a private company with limited liability or a or a public limited company is the subject of a supporting report drawn up by public limited liability company is explained in a report drawn up by the the management body and announced on the agenda of the general meeting administrative body and is stated in the agenda of the general meeting that called to to decide. has to decide on the dissolution. attached to this report is a statement summarizing the company's active A statement of assets and liabilities drawn up no more than three months in and passive situation, as of a date not more than three months old. Unless advance shall be attached to that report. In cases in which the company there is a reasoned derogation, this statement is drawn up in accordance with decides to terminate its activities or if it can no longer be assumed that the the valuation rules laid down in execution of Article 92 for cases where the company will continue its business, the aforementioned statement will be company renounces to pursue its activities or when the prospect of continuity drawn up in accordance with the valuation rules established in implementation of its activities cannot be maintained. of Article 92, unless there is a reasoned deviation. The statutory auditor or, failing that, a company auditor or an external The statutory auditor or, in his absence, a company auditor or an external chartered accountant appointed by the management body, reports on this auditor appointed by the board of directors, shall report on this statement, state and indicates, in particular, whether it reflects you completely, faithfully stating in particular whether the statement of position of the company is fully, and correctly the situation of the company. faithfully and correctly presented. § 2. A copy of the reports and the statement summarizing the active and § 2. A copy of the reports and statement of assets and liabilities referred to passive situation, referred to in § 1, is sent to the partners in accordance with in § 1 shall be sent to the partners in accordance with Articles 269, 381 or Articles 269, 381 and 535, according to the case, if it is a private company 535, depending on whether it is a private limited company, a cooperative with liability, a cooperative company, a public limited company or a limited by company or a public limited company. company, or a limited partnership with shares. shares. § 3. The decision of the general meeting taken in the absence of § 3. The decision of the general meeting taken without the reports referred reports provided for in this article shall be null and void. to in this article is null and void. § 4. Before drawing up the authentic deed of the decision to dissolve the § 4. Before the decision to dissolve the company is drawn up by an company, the notary must verify and certify the existence and external legality authentic deed, the notary must, after examination, confirm the existence and of the deeds and formalities incumbent, by virtue of § 1, to the company with the external legality of the legal acts and formalities to which the company which he acts. with which he acts, obliged under § 1. is. The deed reproduces the conclusions of the report drawn up in accordance The deed includes the conclusions of the report drawn up by the statutory with § 1 by the statutory auditor or by the company auditor or by the external auditor, the company auditor or the external auditor in accordance with § 1. chartered accountant. CHAPTER II. — Judicial dissolution of companies that are CHAPTER II. — The judicial dissolution of no longer active companies that are no longer active Art. 182 Art. 182 § 1. at the request of any interested party or the public prosecutor, the court § 1. At the request of any interested party or of the Public Prosecution may order the dissolution of a company that has failed to meet the obligation Service, the court may order the dissolution of a company that has failed to to file accounts in accordance with Articles 98 and 100 for three consecutive comply with the obligation to file annual accounts in accordance with Articles financial years, unless the situation can be regularized and occurs before a 98 and 100 for three consecutive financial years, unless a regularization of decision is made on the merits. the situation is possible and takes place before a decision is made on the merits of the case. § 2. The action for dissolution referred to in § 1 can only be brought after § 2. The claim for dissolution referred to in § 1 can only be filed after the the expiry of a period of seven months following the closing date of the third expiry of a period of seven months from the date of closure of the third accounting year. financial year. This action is directed against the company. That claim is brought against the company. Dissolution produces its effects from the date of the decision pronouncing it. The dissolution takes effect from the date on which it is pronounced. However, it is only enforceable against third parties from the publication of However, the dissolution can only be enforced against third parties from the decision prescribed by Article 74 and under the conditions provided for by the publication of the decision prescribed by Article 74, and under the Article 67, unless the company proves that these third parties had prior conditions laid down in Article 67, unless the company proves that those third knowledge of it. parties were previously aware of it. § 3. The court may either order the immediate closure of the liquidation or determine the method of liquidation § 3. The court may either pronounce the immediate closure of the and appoint one or more liquidators. When the liquidation is completed, the liquidation, or determine the method of liquidation and appoint one or more liquidator reports to the court and, where appropriate, submits to the court an liquidators. When the liquidation is completed, the liquidator reports to the overview of the company's assets and their use. court and, if necessary, submits to it a situation of the social securities and their use. The court pronounces the closing of the liquidation. § The court pronounces the closing of the liquidation. § 4. The 4. The King determines the consignment procedure for the assets that King determines which procedure must be followed for the consignment of would belong to the company and the fate of these assets in the event of the the assets that would belong to the company and what must be done with appearance of new liabilities. those assets if new liabilities come to light. Machine Translated 29476by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL CHAPTER III. — Liquidation CHAPTER III. — The liquidation Art. 183 Art. 183 § 1. Companies are, after their dissolution, deemed to exist for their § 1. A company is deemed to continue to exist after dissolution liquidation. for her settlement. All the documents emanating from a dissolved company mention that it is State all documents originating from a dissolved company in liquidation. that she is in liquidation. § 2. Any modification of the name of a company in liquidation is prohibited. § 2. Any change in the name of a company in liquidation is prohibited. § 3. A decision to transfer the registered office of a company in liquidation cannot § 3. A procedure for the transfer of the registered office of a company in be implemented until it has been approved by the commercial court of the liquidation can only be implemented after approval by the commercial court jurisdiction in which the company has its registered office. in whose jurisdiction the registered office is located. age of the company. Homologation is requested by means of a request at the behest of the The homologation is requested by the liquidator by means of a petition. liquidator. The court decides all cases that cease to exist. The public ministry is The court gives its ruling with priority over all other cases and after hearing heard. The court grants homologation if it considers that the transfer of the the public prosecutor. It grants the homologation when it considers that the registered office is useful for proceeding with the liquidation. transfer of seat is appropriate for the liquidation. A deed transferring a company in liquidation can only be validly filed in A deed transferring the registered office of a company in liquidation can accordance with article 12 if the commercial court attaches a copy of the only be validly deposited in accordance with Article 12 if a copy of the approval decision. decision to confirm approval by the commercial court is attached. Art. 184 Art. 184 Failing agreement to the contrary, the mode of liquidation is determined Unless otherwise agreed, the manner of liquidation is determined and the and the liquidators are appointed by the general meeting. liquidators are appointed by the general meeting. In general partnerships In general partnerships and in limited partnerships, decisions are only validly and in ordinary limited partnerships, the decisions are only valid if they are taken with the consent of half of the partners owning three-quarters of the taken by half of the partners who hold three quarters of the company's social assets; failing this majority, it is decided by the courts. assets; in the absence of this majority, the judge decides. The liquidators form a college. The liquidators form a college. If the liquidator is a legal person, the natural person who represents the If the liquidator is a legal person, the natural person who represents him liquidator must be designated in the deed of appointment. Any modification for the purpose of liquidation must be designated in the appointment decision. to the designation of this natural person must be decided in accordance with Any amendment to this designation must be decided in accordance with the first paragraph, and filed and published in accordance with Article 74. , paragraph 1, filed and made public in accordance with Article 74, 2°. 2°. Art. 185 Art. 185 in the absence of the appointment of liquidators, the managing partners in If no liquidators are appointed, the partners become business managers general or limited partnerships, and the administrators or managers in public in general partnerships or limited partnerships, as well as directors or limited companies, private companies with limited liability, cooperative business managers in public limited companies, private limited liability companies and economic interest groups will be considered, vis-à-vis third companies, cooperative companies and economic partnerships with regard parties, ´re´s as liquidators. to third parties as liquidators. The same applies in the event of immediate closure of the liquidation The same applies in the event of immediate closing of the liquidation in conforming to Article 182. accordance with Article 182. Art. 186 Art. 186 Failing provision to the contrary in the articles of association or in the deed Unless otherwise provided in the articles of association or the deed of of appointment, the liquidators may bring and support all actions, receive all appointment, the liquidators may conduct all legal proceedings, whether as payments, give release with or without receipt, realize all the securities of the plaintiff or as defendant, receive all payments, cancel registration with or company, endorse all commercial papers, compromise or compromise on all without discharge, realize all securities of the company , endorse all disputes. They can alienate the buildings by public auction, if they deem the commercial papers, settle or compromise on all disputes. They may publicly sale necessary to pay the social debts. sell the company's real estate if they deem the sale necessary to pay the company's debts. Art. 187 Art. 187 They may, but only with the authorization of the general meeting, given in They may, but only with the authorization of the general meeting granted accordance with article 184, continue, until completion, the industry or trade , in accordance with Article 184, continue business or trade until cashing in, borrow to pay social debts, create commercial paper, mortgage assets, take out loans for the payment of the debts of the company, issue commercial pledge them, alienate buildings, even by mutual agreement, and contribute paper, mortgage the assets of the company or pledge, sell the immovable assets to other other companies. property, even out of hand, and transfer the assets to other companies. Art. 188 Art. 188 The liquidators may require the partners to pay the sums they have agreed The liquidators can demand payment from the partners of the amounts up to pay and which appear necessary for the payment of debts and liquidation to the deposit of which they have committed themselves and which seem costs. necessary to pay its debts and the costs of liquidation. Art. 189 Art. 189 The liquidators must convene the general meeting on the The liquidators must convene the general meeting when the partners request for partners representing one-fifth of the share capital. representing one-fifth of the securities in circulation so request. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29477 Art. 190 Art. 190 § 1. The liquidators, without prejudice to the rights of the privileged creditors, § 1. Without prejudice to the rights of the preferential creditors, the liquidators will pay all the debts, proportionally and without distinction between the debts shall pay all debts proportionally and without distinction between payable and due and the debts not due, under deduction of the discount for these. . non-claimable debts, after deduction, in this regard, of the discount. They may, however, under their personal guarantee, first pay the debts due, if However, they may first pay the due and payable debts at their own risk, if the the assets significantly exceed the liabilities or if the term debts have a sufficient income significantly exceeds the expenses or if the debt claims are sufficiently guarantee and save the right of the creditors. to go to court. secured over time, without prejudice to the right of the creditors to apply to the court. § 2. After the payment or the deposit of the sums necessary for the payment § 2. After payment of the debts or consignment of the necessary funds to settle of the debts of a company, the liquidators will distribute to the associates the them, the liquidators distribute among the partners the funds or values that can sums or securities which can form equal distributions; they will return to them the be divided equally; they hand over to them the goods that they had to keep for property that should have been kept for division. further distribution. They may, subject to the authorization indicated in Article 187, redeem the They may, with the authorization referred to in Article 187, repurchase the shares of the company, either on the stock exchange, or by subscription or company's shares, either on the stock exchange or by means of a bid or a price tender, in which all the members would be admitted to participate per . request addressed to the partners, all of whom must be able to participate in the transaction. Art. 191 Art. 191 In public limited companies and private limited liability companies, the member In public limited companies and private limited liability companies, the member of the liquidators who has, directly or indirectly, an opposing interest of a financial of a board of liquidators who directly or indirectly has an interest of a patrimonial nature to a decision or an operation submitted to the Board, is required to comply nature that conflicts with a decision or transaction submitted to the board, is with Articles 259 and 523, applicable by analogy. obliged to comply with Articles 259 and 523 , which apply mutatis mutandis. In the event that a single liquidator is appointed and that he finds himself in If only one liquidator has been appointed and he is faced with such a conflict this opposition of interests, he refers to the partners and the decision cannot be of interests, he shall inform the partners thereof and the decision may only be taken or the operation ration may only be carried out on behalf of the company taken or the transaction may only be carried out on behalf of the company by a by an ad hoc agent. agent ad hoc. If the liquidator is the sole shareholder of a private company If the liquidator is the sole partner of a private limited liability company, Article limited liability, article 261 is applicable by analogy. 261 shall apply mutatis mutandis. Art. 192 Art. 192 The liquidators are liable both to third parties and to the partners, for the The liquidators are responsible to third parties as well as to the partners for execution of their mandate and for faults committed in their management. the fulfillment of their duties and liable for the shortcomings in their management. Art. 193 Art. 193 Each year, the liquidators submit the annual accounts to the general assembly Each year, as the case may be, the liquidators submit the annual accounts to of the company for approval, with an indication of the causes which prevented the general meeting, stating the reasons why the liquidation could not be the liquidation from being completed. e. completed. If it is a public limited company, a cooperative company, a partnership limited In the case of a public limited company, a cooperative company, a limited by shares or a partnership limited, they must draw up annual accounts in partnership or a private limited liability company, they must prepare annual accordance with Article 92, submit them to the general meeting and, within thirty accounts in accordance with article 92, which they submit to the general meeting days of the date of the meeting, deposit them with the National Bank of Belgium, and, within thirty days of the date of the meeting, to be deposited with the National together with the other documents provided for in this article; articles 101 and Bank of Belgium, together with the other documents prescribed by this article; 102 are applicable to this deposit. Articles 101 and 102 shall apply to this deposit. Art. 194 Art. 194 After the liquidation and at least one month before the general meeting or the After the liquidation and at least one month before the general meeting, the meeting of the partners, the liquidators submit a report on the use of company liquidators deposit the accounts at the registered office of the company, together securities to the head office of company and submit supporting accounts and with the supporting documents. documents. These reports are monitored by the commissioner. In the absence of These documents are checked by the statutory auditor. In the absence of a such an auditor, the partners have an individual right of investigation, for which statutory auditor, the partners have an individual right of investigation, whereby they may be assisted by a chartered accountant or a company auditor. they can be assisted by a company auditor or an external accountant. The meeting hears the auditor's report, if necessary, and decides on the Where appropriate, the general meeting hears the auditor's report and decides discharge of the liquidators. on the discharge. Art. 195 Art. 195 § 1. The closing of the liquidation will be published in accordance with the § 1. The closing of the liquidation shall be announced in accordance with articles 67 and 73. pursuant to Articles 67 and 73. This publication will also contain: 1° an This publication also includes a statement: 1° of the indication of the place designated by the general meeting, where the books place, designated by the general meeting, where the books and records of the and corporate documents must be deposited and kept for at least five years; 2° company must be deposited and kept for at least five years; an indication of the measures taken with a view to depositing the sums and securities due to creditors or partners and whose 2° of the measures taken for the consignment of monies and values that are due to creditors or partners and which could not be handed over to them. discount could not have been made to them. Machine Translated 29478by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL § 2. In the case of a judicial closure of the liquidation of the company, the § 2. In the event of judicial closure of the liquidation, the extract from the extract of the judicial decision which has become final or enforceable by final or provisionally enforceable judicial decision by which the judicial closure provision pronouncing the judicial closure of the liquidation of the company, of the liquidation is pronounced, as well as the extract from the judicial as well as the extract of the judicial decision reforming the provisionally decision in which the aforesaid is provisionally enforceable judgment shall enforceable judgment mentioned above, will be published in accordance be set aside, deposited and published in accordance with Articles 67 and 73. with articles 67 and 73. This extract will contain: That extract states: 1° the corporate name and registered office; 2° 1° the name and registered office of the company; the date of the decision and the court which pronounced it; 3° 2° the date of the decision and the judge that issued it; 3° where where applicable, the surnames, first names and addresses of the appropriate, the surname, first names and address of the liquidators; if the liquidators; in the event that the liquidator is a legal person, the extract shall liquidator is a legal person, the extract contains the designation or modification contain the designation or modification to the designation of the natural of the designation of the natural person who represents it for the purpose of person who represents it for the exercise of the powers of liquidation; carrying out the liquidation; 4° the indication of the place where the books and corporate documents 4° the place where the books and records of the company are deposited are deposited and will be kept, for at least five years and, the indication of and must be kept for at least five years and the sums of money and securities the consignment of the sums and securities due to the creditors or partners on consignment that belong to the creditors or the partners and which have and which could not have been remitted to them. not yet been delivered to them. CHAPTER IV. — Penal provision CHAPTER IV. — Penalties Art. 196 Art. 196 Will be punished with a fine of fifty francs to ten thousand francs: Shall be punished by a fine of fifty [euros] to ten thousand [euros]: 1° directors or managers who have not presented the special report 1° the directors or business managers who do not submit the special accompanied by the report of the auditor, the auditor or the external report, together with the report of the statutory auditor, the statutory auditor accountant in accordance with 181; 2° the liquidators who contravene one of or the external auditor, in accordance with Article 181; the obligations of the 2° the liquidators who are one of the liquidators referred to in Articles 81 to 85, 95, 96, 98 sections 81 to 85, 95, 96, 98 and 100; and 100 non-compliance with stated obligations; 3° the liquidators who have neglected to convene the general meeting in 3° the liquidators who fail to convene the general meeting, in accordance accordance with article 189 within three weeks of the requisition made to with Article 189, within three weeks of the request made to them; them; 4° liquidators who neglect to submit to the general meeting the annual 4° the liquidators who fail to submit the annual accounts or the results of accounts or the results of the liquidation, in accordance with Articles 193 and the liquidation to the general meeting, in accordance with Articles 193 and 194, or who neglect to file the annual accounts in accordance with Article 194, or who fail to file the annual accounts in accordance with Article 193. 193. If the violation of the provisions referred to in paragraph 1, 2°, takes place In addition, if the violation of the articles referred to in the first paragraph, for a fraudulent purpose, they may also be punished by imprisonment from 2° is committed with fraudulent intent, they may be punished with one month to one year or by both penalties. accumulated. imprisonment from one month to one year or with both penalties. together. Paragraph 1, 1°, 2° and 4° is not applicable to the liquidators of a The first paragraph, 1°, 2° and 4°, does not apply to liquidators economic interest grouping. of an economic partnership. TITLE X. — Actions and prescriptions TITLE X. — Legal actions and limitation Art. 197 Art. 197 Actions against corporations are prescribed at the same time as Legal claims against companies lapse at the same time as legal claims actions against natural persons. against natural persons. Art. 198 Art. 198 § 1. The following are prescribed § 1. In the course of five years: — all legal after five years: — all actions against the partners, from the publication of actions against partners, starting from the announcement of their their retirement from the company, otherwise from the publication of an act resignation or from the deed of dissolution of the company, or from the expiry of dissolution or the expiry of the contractual term; of the agreed term; — all third-party claims for the refund of dividends wrongly paid, counting from the distribution; — all actions against the — all third-party actions for restitution of dividends unduly liquidators as such, or, in the absence of liquidators, against the persons distributed, from distribution; — all considered to be liquidators under Article 185, counting from the publication actions against the liquidators, in their capacity or, failing that, against the required by Article 195; persons considered as liquidators under article 185, from the publication prescribed by article 195; — all actions against the managers, administrators, auditors, liquidators, — all legal actions against business managers, directors, commissioners, for acts of their functions, from these facts or, if they were revealed by fraud, liquidators, due to transactions in connection with their duties, counting from from the de´ covered with these facts; those transactions or, if they are intentionally concealed, counting from the discovery; — all actions for nullity of a private limited liability company, a public — all actions for the invalidity of a public limited company, a private limited limited company, or a partnership limited by shares based on a defect company or a limited company limited by shares, based on a defect of form, formally, from publication, when the contract has been performed for at least from publication, if the partnership contract has been performed for at least five years, without prejudice to any damages that may be due. five years, without prejudice to the compensation, if there is reason to do so. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP 29479 § 2. Actions for the nullity of a merger or demerger provided for in Article 689 § 2. Claims for annulment of a merger or demerger, as referred to in Article may no longer be brought after the expiry of a period of six months from from 689, can no longer be instituted after the expiry of a period of six months from the date on which the merger or split is enforceable against the party invoking the day on which the merger or demerger can be enforced against the party the nullity, or if the situation has been regularized. making the invokes nullity, or when the situation has been regulated. Actions for nullity of an operation referred to in Article 688 may no longer be Claims for annulment of a legal act, as referred to in Article 688, can no longer brought after the expiry of a period of six months from the date on which the be filed after the expiry of a period of six months from the day on which that operation is opposable to the party invoking the nullity. legal act can be invoked against the person invoking the nullity. Actions for nullity of a decision of the general meeting provided for in article Claims for annulment of a resolution of the general meeting referred to in 178 can no longer be brought after the expiry of a period of six months from the Article 178 can no longer be filed after the expiry of a period of six months from date on which the decisions taken are enforceable against the party invoking the day on which the resolutions can be enforced against the person invoking the nullity or are known to him. the nullity or from the day which he became aware of. Art. 199 Art. 199 Creditors can, in all companies, have the payments stipulated in the articles In all companies, the creditors can order through the court the deposits of of association and which are necessary for the preservation of their rights money stipulated by the articles of association and necessary to safeguard their decreed by the courts; the company can set aside the action by reimbursing rights; the company can defend against the legal claim by paying their claim their claim at its value, after deducting the discount. according to its value, less the discount. The managers or administrators are personally obliged to execute the The business managers or directors are personally obliged to judgments rendered for this purpose. to execute judgments. Creditors may exercise, in accordance with article 1166 of the Civil Code, In accordance with Article 1166 of the Civil Code, the creditors can exercise against the partners, the rights of the company with regard to the payments to the rights of the company against the partners with regard to the cash deposits be made and which are due under the articles of association, social decisions to be made that are due and payable pursuant to the articles of association, a or judgments. decision of the company or a judgment. Art. 200 Art. 200 Articles 5, 6, 7 and 8 of the decree of July 20, 1831 on the press are applicable Articles 5, 6, 7 and 8 of the Decree of 20 July 1831 on the printing press have to charges directed against the managers, administrators and commissioners of been applied to the allegations made against business managers, directors and private companies. limited, cooperative societies, public limited companies and supervisory directors of private limited companies, cooperative companies, partnerships limited by shares. public limited companies and limited partnerships limited by shares. applicable. BOOK V BOOK V The general partnership and the limited partnership The general partnership and the ordinary limited partnership FIRST TITLE. — Definitions TITLE I. — Definitions Art. 201 Art. 201 A general partnership is one contracted by responsible and solidary partners The general partnership is a company entered into between jointly and and whose corporate purpose is to carry out a civil or commercial activity under severally liable partners and whose object is to carry on a civil or commercial a corporate name. activity under a common name. Art. 202 Art. 202 A limited partnership is one contracted by one or more responsible and An ordinary limited partnership is a partnership entered into between one or solidary partners, who are called general partners, and one or more simple more jointly and severally liable partners, called general partners, and one or financial partners, who are called limited partners. . more lenders, called silent partners. TITLE II. — Responsibilities TITLE II. — Liability Art. 203 Art. 203 No judgment on the basis of the company's commitments, bearing personal Partners in a general partnership or in an ordinary limited partnership cannot condemnation of the partners in collective name or in simple partnership, can be personally convicted on the basis of the company's commitments as long as be rendered before there is condemnation against the company. it has not been convicted itself. Art. 204 Art. 204 The general partners are jointly and severally liable for all the commitments The general partners are jointly and severally liable for all obligations of the of the company, even though only one of the partners has signed, provided that company, even if a single partner has signed, provided this is done with the joint it is under the company name. name. Art. 205 Art. 205 When there are several partners with indefinite liability, the company is in When there are two or more partners with unlimited liability, the general general partnership with regard to them and in limited partnership with regard to partnership is with regard to these partners and an ordinary limited partnership simple financial backers. with regard to the lenders. Machine Translated 29480by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL Art. 206 Art. 206 The limited partner is only liable for the debts and losses of the partnership The silent partner guarantees the debts and losses of the company only up to the amount of the funds he has promised to contribute. up to the amount that he has promised to contribute. He may be compelled by third parties to return the interest and dividends He can be obliged by third parties to repay the interest and dividends paid he has received if they have not been deducted from real profits. of the to him, if they are not taken from the actual profit of the company, and in that company and, in this case, if there is fraud, bad faith or serious negligence case there is fraud, bad faith or gross negligence on the part of the manager, on the part of the manager, the limited partner may sue him for payment of the silent partner sue him for payment of what he has had to return what he will have had to return. come Art. 207 Art. 207 § 1. The limited partner may not, even by virtue of a power of attorney § 1. A silent partner may not perform any act of management, tion, do any act of management. not even under a power of attorney. Opinions and advice, acts of control and authorizations given to managers Advice and advice, acts of control, as well as authorizations given to for acts that fall outside their powers do not bind the limited partner. § 2. The business managers for actions that are outside their competence, do not bind limited partner is jointly and severally liable, vis-à-vis third parties, for all the the silent partner. § 2. A silent partner is jointly and severally liable with regard commitments of the company in which he may have participated in to third parties for all obligations of the company in which he has cooperated contravention of the prohibition of § 1. in violation of the prohibition in § 1. He is jointly and severally liable with respect to third parties, even for He is also jointly and severally liable towards third parties for commitments commitments in which he would not have participated, if he has habitually in which he has not cooperated, if he has made it a habit to take care of the managed the affairs of the company or if his name is part of the corporate name. business of the company or if his name appears in the name of the company. Art. 208 Art. 208 In the event of the death of the manager, as well as in the event of legal If it is stipulated that the company will continue in the event of the death, incapacity or impediment, if it has been stipulated that the company will legal incapacity or incapacity of the manager, the chairman of the commercial continue, the president of the commercial court may, if the articles of court may, in each of those cases, unless the articles of association provide association have not provided otherwise, appoint, at the request of any otherwise, at the request of an interested party, appoint a silent partner or interested party, a limited partner administrator or other, who will carry out any other person as administrator to perform urgent acts of mere management urgent acts and simple administration during the period which will be fixed by for the time to be determined by the order, which may not exceed one month. the ordinance, without this period being able to exceed one month. The provisional administrator is responsible only for the execution of his The provisional administrator shall not be liable further than for mandate. the execution of its assignment. Any interested party can oppose the order; the objection is served both on Any interested party may object to the decision; the objection is served on the designated person and on the person who requested the designation. both the appointed person and on the person who has claimed the She is judged in summary proceedings. appointment. The objection will be decided in summary proceedings. TITLE III. — Sale of shares TITLE III. — Transfer of shareholding Art. 209 Art. 209 Without prejudice to Article 38, the transfer of shares or interests authorized Without prejudice to Article 38, the transfer of participation, when authorized by the contract can only be made according to the forms of civil law; it cannot by the partnership contract, may be effected only in accordance with the have any effect on the company's commitments prior to its publication. forms of civil law; it cannot take effect in respect of the commitments entered into before its disclosure. LIVRE VI BOOK VI The company privileges and limits liability The private company with limited liability FIRST TITLE. — Nature and qualifications TITLE I. — Nature and qualification Art. 210 Art. 210 A private limited liability company is a company where the partners only The partners of a private limited company only commit their contribution, commit their contribution and where their rights are transferable only under and their rights can only be transferred under certain conditions. certain conditions. It cannot make public calls for savings. The private company with limited liability cannot make a public appeal to the savings system. Art. 211 art. 211 A private limited liability company can be set up by one person. The private company with limited liability may by one person are established. Art. 212 Art. 212 The natural person who is the sole shareholder of a private limited liability The natural person who is the sole partner of a private company with company is deemed to be joint surety for the obligations of any other private limited liability is deemed to be jointly and severally liable for the obligations limited liability company that 'She would then constitute alone or of which she of any other private company with limited liability that he would subsequently would then become the sole partner, unless the shares are transmitted to her set up alone or of which he would subsequently become the sole partner, by reason of death. unless the shares are transferred to him on account of his death. This natural person will no longer be deemed to be joint surety for the This natural person will no longer be deemed to be jointly and severally obligations of the companies referred to in paragraph 1 as soon as a new liable for the obligations of the companies referred to in the first paragraph, partner joins the company. on or upon publication of its dissolution. as soon as a new partner is included or as soon as its dissolution is announced. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29481 Art. 213 Art. 213 Notwithstanding any stipulation to the contrary, the founder-legal person is Notwithstanding any stipulation to the contrary, the founder legal person is jointly and severally liable for all the commitments entered into as long as the jointly and severally liable for all commitments entered into, as long as the company counts as the sole shareholder only the legal person having constituted company has as sole partner only the legal person who has founded this the company alone. company alone. When, in the private limited liability company which has become a single- If the sole partner is a legal person in the private limited liability company that member company, the sole shareholder is a legal person and, within a period has become one-person, and if no new partner has been incorporated into the of one year, a new shareholder is not ´ in the company or that it is not dissolved, company or has not been dissolved within one year, the sole partner is deemed the sole shareholder is deemed to be joint guarantor of all the obligations of the to be jointly and severally liable for all the obligations of the partnership arises company arising after the meeting of all shares in its hands until the entry of a after the union of all the shares in his hand, until a new partner is included in new partner into the company or the publication of its dissolution. the company or until the announcement of its dissolution. TITLE II. — Incorporation TITLE II. — Establishment FIRST CHAPTER. — Amount of capital CHAPTER I. — Amount of capital Art. 214 Art. 214 The share capital must be at least seven hundred and fifty thousand francs. The share capital must be at least seven hundred and fifty thousand francs. Art. 215 Art. 215 Prior to the incorporation of the company, the founders submit to the acting Before the incorporation of the company, the founders submit to the acting notary a financial plan in which they justify the amount of the share capital of notary a financial plan in which they justify the amount of the share capital of the company to be incorporated. This document is not published at the same the company to be established. This document is not made public with the time as the deed, but is kept by the notary. deed, but is kept by the notary. CHAPTER II. — Capital subscription CHAPTER II. — Placement of capital First section. — Entire subscription Section I. — Full Placement Art. 216 Art. 216 The company's share capital must be fully subscribed. The share capital of the company must be fully subscribed. Art. 217 Art. 217 The company may not subscribe to its own shares or certificates relating to The company may not subscribe for its own shares or for depositary receipts such shares issued on the occasion of the issue of such shares, either directly relating to those shares and issued at the time of issuance of those shares, or by a subsidiary company, nor by a person acting in his own name but on either directly or by a subsidiary or by a person acting in his own name but on behalf of the company or the subsidiary company. behalf of of the company or subsidiary. A person who has subscribed for shares or certificates referred to in the first A person who, in his own name, but on behalf of the company or of the paragraph in his own name but on behalf of the company or the subsidiary subsidiary, has subscribed for shares or depositary receipts as referred to in company is considered to have subscribed for his own account. the first paragraph, is deemed to have acted for his own account. All rights relating to the shares and certificates referred to in the first All rights attached to shares or to depositary receipts referred to in the first paragraph subscribed by the company or its subsidiary are suspended, as long paragraph to which the company or its subsidiary has subscribed shall remain as these shares or certificates have not been ´ne´s. suspended as long as those shares or depositary receipts have not been sold. Section II. - Contribution in kind Section II. — Contribution in kind Art. 218 Art. 218 Contributions other than in cash may only be remunerated by shares Non-cash contributions are only eligible for consideration with shares representing the share capital if they consist of assets liable to be valued representing the authorized capital if they consist of assets that can be valued economic, excluding assets constituted by commitments relating to the execution according to economic standards, excluding obligations to perform work or of works or the provision of services. These contributions are called contributions services. This contribution is called contribution in kind. in kind. Art. 219 Art. 219 In the event of a contribution in kind, a company auditor is appointed In the case of a contribution in kind, before the establishment of the prior to the constitution of the company by the founders. company a company auditor appointed by the founders. The auditor reports, in particular on the description of each contribution in The auditor prepares a report, in particular on the description of each kind and on the valuation methods adopted. The report indicates whether the contribution in kind and on the valuation methods applied. The report must values to which these valuation methods lead correspond at least to the number indicate whether the values to which these methods lead correspond at least to and the nominal value or, in the absence of a nominal value, to the accounting the number and par value or, failing par value, to the par value of the shares to par value of the units to be issued in consideration. be issued against the contribution. The report indicates the remuneration actually allocated in return for the The report shall state what actual compensation as consideration contributions. is provided for the input. The founders draw up a special report in which they set out the interest that In a special report, the founders explain why the contribution in kind is the contributions in kind represent for the company and, where applicable, the important for the company and possibly also why the conclusion of the auditor's reasons for which they deviate from the reviewer's conclusions. This report is report is deviated from. That report, together with the report of the auditor, is filed at the same time as that of the auditor at the registry of the commercial filed with the registry of the commercial court, in accordance with Article 75. court in accordance with article 75. Machine Translated 29482by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL Section III. - quasi-portal Section III. — Quasi-input Art. 220 Art. 220 Any property belonging to a founder, a manager or a partner, which the With regard to any asset belonging to a founder, manager or partner, which company proposes to acquire within a period of two years from its incorporation, the company intends to acquire within two years of its incorporation, where the where applicable pursuant to Article 60, for a countervalue at least equal to applicable with application of Article 60, for a remuneration of at least one-tenth one tenth of the subscribed capital, is the subject of a report drawn up either by of the subscribed capital, a report is drawn up by the statutory auditor, or in the statutory auditor or, for companies that do not have one, by a company companies where there is not one, by an auditor appointed by the board of auditor appointed by the management body. directors. The first paragraph is applicable to the transfer made by a person acting in The first paragraph applies to the transfer made by a person acting in his his own name but on behalf of a person referred to in the first paragraph. own name, but on behalf of a person as referred to in the first paragraph. Art. 221 Art. 221 Article 220 does not apply either to acquisitions made within the limits of Article 220 does not apply to acquisitions in the ordinary course of business current operations concluded under the conditions and under the guarantees of the company and which are made under the conditions and against the normally required by the company for operations of the same kind, nor securities normally required by the company for similar transactions, nor to acquisitions on the stock market, or acquisitions resulting from a sale ordered acquisitions on a stock exchange or to acquisitions by judicial sale. by the courts. Art. 222 Art. 222 The report referred to in Article 220 mentions the name of the owner of the The report referred to in Article 220 states the name of the owner of the property that the company proposes to acquire, the description of this property, property that the company wishes to acquire, the description of this property, the remuneration actually allocated in consideration for the acquisition and the as well as the compensation actually provided in consideration for the acquisition valuation methods adopted. It indicates whether the values to which these and the valuation method applied. The report must indicate whether the values valuation methods lead correspond at least to the remuneration allocated in to which these methods lead are at least equal to the consideration given in return for the acquisition. return. This report is attached to a special report in which the management body A special report is attached to this report, in which the board of directors sets out, on the one hand, the interest that the planned acquisition represents explains why the contemplated acquisition is important for the company and, if for the company and, on the other hand, on the other hand, the reasons for necessary, why it deviates from the conclusions of the attached report. The which, if any, he departs from the conclusions of the appended report. The report of the auditor and the special report of the administrative body are filed auditor's report and the special report of the management body are filed with with the registry of the commercial court in the manner prescribed by Articles the registry of the commercial court in accordance with articles 67 and 73. 67 and 73. This acquisition is subject to the prior authorization of the general meeting. This acquisition requires the prior approval of the general meeting. The The reports provided for in paragraph 2 are announced in the agenda. reports referred to in the second paragraph shall be included in the agenda. A copy of these reports is sent in accordance with section 269. A copy of these reports shall be sent in accordance with Rule 269. The absence of the reports provided for by this article entails the nullity of the The absence of the reports referred to in this article results in the nullity of decision of the general meeting. the decision of the general meeting. CHAPTER III. — Release of capital CHAPTER III. — Deposit of capital Art. 223 Art. 223 As soon as the company is set up, the capital must be paid up to the amount From the incorporation of the company, the amount of the of at least 250,000 francs. capital paid up in the amount of at least 250 000 francs. In addition : Moreover : 1° each share subscribed in cash must be paid up by at least one-fifth; 1° each share subscribed in cash must have at least one-fifth have been paid up; 2° the shares or parts of shares corresponding to contributions in kind must 2° the shares or parts of shares representing contributions in kind must be be fully paid up. fully paid up. Art. 224 Art. 224 In the event of contributions in cash to be released during the signing of the In the case of a contribution in cash, to be deposited when the deed is deed, the funds are, prior to the incorporation of the company, deposited by executed, that money is deposited before the incorporation of the company by payment or transfer to a special account opened in the name of the company deposit or transfer into a special account opened in the name of the company being formed with La Poste (Postche`que) or a credit institution established in in formation at De Post-La Poste. (Postal cheque) or with a credit institution Belgium, other than a communal savings bank, governed by the law of March established in Belgium that is not a municipal savings bank and to which the 22, 1993 on the status and supervision of credit institutions. A certificate law of March 22, 1993 on the status and supervision of credit institutions justifying this filing is appended to the deed. applies. Proof of this deposit is attached to the deed. The special account must be at the exclusive disposal of the company to be The special account is held exclusively at the disposal of the company to be set up. It can only be disposed of by persons authorized to bind the company incorporated. This account can only be used by persons authorized to commit and after the acting notary has informed the body of the execution of the deed. the company, and only after the acting civil-law notary has notified the institution that the deed has been executed. If the company is not incorporated within three months of the opening of the If the company is not established within three months of the opening of the special account, the funds are returned, upon request, to those who deposited special account, the money will be returned to the depositors who request it. them. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29483 CHAPTER IV. — Formalities of incorporation CHAPTER IV. — Incorporation formalities Art. 225 Art. 225 Notwithstanding any stipulation to the contrary, parties to the act Notwithstanding anything to the contrary, those who appear in the deed of constitutive are considered as founders. incorporation are considered founders. Art. 226 Art. 226 The company deed mentions, in addition to the information contained in In addition to the information included in the extract intended for publication the extract intended for publication under article 69: in accordance with Article 69, the following information is stated in the company deed: 1° compliance with the conditions referred to in Articles 214, 1° compliance with the conditions referred to in articles 214, 216 and 223; 216 and 223; 2° the number and nominal value of the shares and, where appropriate, the special conditions limiting their transfer; 3° the indication of 2° the number and par value of the shares as well as, where applicable, each contribution in kind, the name of the contributor, the name of the the special conditions limiting their transfer; auditor and the conclusions of his report, the number and nominal value of the shares issued against each contribution and, where appropriate, the other 3° the specification of each contribution in kind, the name of the contributor, conditions on which the contribution is made; the name of the auditor and the conclusions of his report, the number and nominal value of the shares issued in return for each contribution as well as, where applicable, the other conditions on which the contribution is made; 4° the cause and consistency of the special advantages granted to each of the founders, or to anyone who participated directly or indirectly in the 4° the cause and extent of the special advantages granted to each founder constitution of the company; or to anyone who directly or indirectly participated in the formation of the company; 5° the amount, at least approximate, of the costs, expenses and 5° the total amount, at least approximately, of all costs, expenses, fees or remuneration or charges, in any form whatsoever, which are incumbent on charges, in whatever form, that are or will be charged to the company due to the company or which are charged to it at reason for its constitution; its incorporation; 6° the body depositary of contributions to be paid in cash in accordance 6° the institution where the cash contribution is deposited in accordance with Article 224; with Article 224; 7° transfers for consideration during the previous five years 7° the transfers for consideration of which the buildings contributed to the of the immovable property transferred to the company, as well as the company have been the object during the five previous years as well as the conditions under which such transfers took place; 8° the mortgage charges conditions under which they have been you do; or pledges with which the transferred goods are encumbered; 9° the conditions under which the option rights contributed can be exercised. 8° mortgage charges or pledges encumbering the property contributed; 9° the conditions to which the realization of the optional rights is subject. The proxies must reproduce the statements provided for in article 69, 1°, In the proxies, the persons referred to in Article 69, 1°, 2°, 3°, 4°, 5°, 9° and 11°, 2°, 3°, 4°, 5°, 9° and 11°. prescribed entries are included. CHAPTER V. — Nullity CHAPTER V. — Nullity Art. 227 Art. 227 The nullity of a private limited liability company can only be pronounced in The nullity of a private company with limited liability can only be pronounced the following cases: in the following cases: 1° when the incorporation has not taken place in the required form; 2° if the deed of incorporation does not contain any information 1° if the constitutive act is not drawn up in the required form; regarding the name and purpose of the company, the contribution or the 2° if this deed contains no indication of the corporate name of the amount of the subscribed capital; company, the corporate purpose, the contributions or the amount of subscribed capital; 3° if the corporate object is illegal or contrary to public order; 3° when the purpose of the company is illegal or conflicting with public order; 4° 4° if there is no validly committed founder. when no validly affiliated founders exist. Art. 228 Art. 228 If the clauses of the constitutive act determining the distribution of profits Provisions of the deed of incorporation that relate to the distribution of or losses are contrary to Article 32, these clauses are deemed to be unwritten. profits or losses and that conflict with article 32 are considered unwritten. CHAPTER VI. — Responsibilities CHAPTER VI. — Liability Art. 229 Art. 229 The founders are jointly and severally liable towards the interested parties, Notwithstanding any stipulation to the contrary, the founders are jointly and despite any stipulation to the contrary: 1° for all the part of the capital which severally liable towards the interested parties: 1° for the full part of the capital is not validly subscribed in accordance with article 216, as well as any which would not have been validly subscribed in accordance with Article difference between the minimum capital required by article 214 and the 216, as well as for any difference between the minimum capital required by amount of the subscriptions; they are deemed to subscribe by right; Article 214 and the amount of subscriptions; they are considered to be subscribers by operation of law; 2° the effective payment of at least one-fifth of the shares subscribed in 2° to the actual payment of at least one-fifth of the shares subscribed in cash and the full payment of the shares or parts of shares which represent cash and to the entire payment of the shares or parts of shares that represent contributions in kind, as well as of the part of the capital of which they are contributions in kind, as well as for the part of the capital for which they, in deemed to be subscribers by virtue of 1°; accordance with the 1° are considered tenderers; 3° the payment of shares subscribed in violation of Article 217; 3° to pay up in full the shares subscribed for in violation of Article 217; Machine Translated 29484by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 4° compensation for the damage which is an immediate consequence 4° to compensate the damage resulting directly from the nullity of the either of the nullity of the company pronounced by application of article 227, company pronounced on the basis of Article 227, or from the lack or or of the absence or falsity the statements prescribed by section 226, namely inaccuracy of the information prescribed in Article 226, or from the apparent the manifest overvaluation of contributions in kind, as well as the damages overvaluation of the contributions in kind, as well as to pay compensation provided for by section 65; as referred to in Article 65; 5° for the obligations of the company, in accordance with a ratio to be determined by the court, in the event of 5° the commitments of the company in a proportion fixed by the judge, bankruptcy pronounced within three years after the incorporation, if the in the event of bankruptcy, pronounced within three years of the incorporation registered capital at the time of incorporation was manifestly insufficient for if the share capital was, at the time of incorporation, manifestly insufficient the normal exercise of the intended activity for at least two years. to ensure the normal exercise of the planned activity for a period of at least two years. The financial plan prescribed by article 215 is for this purpose transmitted The financial plan, prescribed under Article 215, is in this case submitted to the court by the notary, at the request of the judge-commissioner or the to the court by the notary, at the request of the examining magistrate or the public prosecutor. Crown Prosecutor. Art. 230 Art. 230 The managers are jointly and severally liable towards the interested parties, Notwithstanding any provision to the contrary, the business managers despite any stipulation to the contrary, for the compensation of the damage which are jointly and severally liable towards interested parties for compensation is an immediate and direct consequence of the manifest overvaluation of the assets. for all damage that is the direct and direct result of the apparent overvaluation acquired under the conditions set out in Article 220. of the assets obtained under the conditions of Article 220. Art. 231 art. 231 Those who have made a commitment for third parties are deemed to be Those who have entered into an obligation for third parties are considered personally bound if the names of the principals have not been given in the to be personally related if the name of the principals is not indicated in the act or if the mandate produced is not recognized as valid. The founders are deed, or if the mandate submitted is not recognized as valid. The founders jointly and severally bound by these commitments. are jointly and severally liable to fulfill those commitments. TITLE III. — Titles and their transfer TITLE III. — Securities and their transfer and transfer FIRST CHAPTER. — General provisions CHAPTER I. — General provisions Art. 232 Art. 232 There may be shares and bonds in private limited liability companies. In a private limited company, you can There are both stocks and bonds. These titles are nominative. They have a serial number. These securities are by name. They are provided with a serial number. No profit shares which do not represent the capital may be issued. Profit-sharing certificates, which do not represent the capital, may not be issued. Art. 233 Art. 233 A share register and a bond register are kept at the registered office. A register of shares and a register of bonds is kept at the registered office Holders of units or bonds may consult the register relating to their securities. of the company. The holders of shares or bonds can inspect the register Any interested third party may inspect the share register. relating to their securities. Any interested third party may inspect the share register. The register of shares contains: The following is entered in the register of shares: 1° 1° the precise designation of each partner and the number of shares precise information regarding the person of each partner, belonging to him; 2° an indication of the payments made; 3° the transfers of as well as the number of shares belonging to it; 2° the shares with their date, dated and signed by the transferor and the deposits made; 3° the transfers and transfers of shares transferee in the event of inter vivos transfer, by the manager and the with their date, dated and signed by the transferor and the transferee in beneficiary in the event of transfer for cause of death. the event of a transfer among the living, and by the manager and the successors in title in the event of a transfer due to death. The bond register contains: 1° the The following is entered in the register of bonds: 1° precise designation of each bondholder and the number precise information regarding the person of each bond bonds belonging to him; 2° holder, as well as the number of the bonds belonging to him; transfers of obligations with their date. 2° the transfers and transfers of the bonds with their date. Art. 234 Art. 234 The management body may decide to split a register into two parts, one The board of directors may decide to divide a register into two parts, one of which will be kept at the registered office of the company and the other, of which will be located at the registered office of the company and the other outside the registered office, in Belgium or abroad. outside that registered office, in Belgium or abroad. A copy of each of the volumes will be kept at the place where A copy of each part shall be kept in the place where the other filed the other party; for this purpose, use will be made of photocopies. part rests; photocopies are used for this purpose. This copy will be regularly updated and, if that proves impossible, it will This copy is regularly maintained and, if this is not possible, be completed as soon as circumstances permit. corpse turns out, updated as soon as conditions permit. Holders of the registered securities concerned have the right to be Each holder of shares and bonds is entitled to choose to be registered in registered in one of the two volumes of the register of their choice. They will one of the two parts of the relevant register. They can inspect the two parts be able to consult the two parts of the register and their copy. of the register, as well as their copy. The management body makes known the place where the second volume of the The place where the second part of the register is located is published by register is deposited, by publication in the Annexes to the Belgian Official Gazette. the administrative body in the Appendices to the Belgian Official Gazette. This place can be modified by simple decision of the management body. This position can be changed by an ordinary decision of the governing body. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29485 The decision of the management body on the splitting of a register of The decision of the administrative body to divide a register into two parts registered securities into two parts can only be modified by a decision of can only be amended by a resolution of the general meeting, in the form the general meeting in the forms prescribed for modification of the statutes. prescribed for the amendment of the articles of association. The King regulates the modalities of inscription in the two volumes. The King determines the manner in which registration in the two parts takes place. Art. 235 Art. 235 The ownership of registered securities is established by an entry in the Ownership of the securities is evidenced by entry in the relevant register, register concerning them prescribed by article 233. which must be kept in accordance with Article 233. Certificates evidencing these registrations will be delivered to the holders Certificates of that registration are issued to the holders of the titles. of the effects. The certificates relating to registered mortgage bonds bear the indication The deed of creation of the mortgage is indicated on the certificates of of the deed constituting the mortgage and mention the date of registration, the mortgage bonds, stating the date of registration, the rank of the the rank of the mortgage and the provision of article 246, paragraph ´a 5, mortgage and the provision of Article 246, paragraph 5, with regard to the relating to the renewal of registration. renewal of the registration. Art. 236 Art. 236 If there are several owners of a security, the company has the right to If a security belongs to several owners, the company may suspend the suspend the exercise of the rights relating thereto until only one person has exercise of the rights attached to it until a single person has been designated been detained. signed as being in his regard the owner of the title. in respect of the company as owner of the security. Art. 237 Art. 237 When the sole shareholder is deceased, unless otherwise provided in In the event of the death of the sole partner, unless otherwise provided the articles of association, the rights relating to the shares are exercised by in the articles of association, the rights attached to the shares shall be the heirs and legatees duly seized or sent in possession, in proportion to exercised by the heirs or legatees duly acquired or placed in possession, in their rights in the succession, until the distribution of the said shares or until proportion to their rights in the estate, and this until the day of the distribution the delivery of legacies bearing on them. of the shares or until the delivery of the bequests relating to these shares. By way of derogation from the first paragraph and unless otherwise provided in Notwithstanding the first paragraph and unless otherwise provided in the the articles of association, anyone who inherits the usufruct of the shares of a sole articles of association, a person who inherits the usufruct of the shares of a shareholder exercises the rights attached to them. sole partner shall exercise the rights attached to those shares. CHAPTER II. — Units CHAPTER II. — Shares First section. — General provisions Section I. — General provisions Art. 238 Art. 238 The capital is divided into equal shares, with or without voting rights, The capital is divided into equal shares, with or without voting rights, with with or without indication of value. The shares are indivisible. or without indication of value. The shares are indivisible. Art. 239 Art. 239 Without prejudice to what is provided for shares without voting rights, Subject to the provisions for the shares without voting rights, each share each share confers an equal right in the distribution of profits and liquidation gives an equal right in the distribution of the profit and of the surplus after proceeds. liquidation. Section II. — Non-voting shares Section II. — Shares without voting rights Art. 240 Art. 240 § 1. In the event of the issue of shares without voting rights, these: § 1. In the event of an issue of shares without voting rights: 1° 1° may not represent more than one third of the share capital; they may not exceed one third of the share represent capital; 2° must confer, in the event of distributable profits within the meaning of 2° in the case of distributable profits within the meaning of Article 320, Article 320, the right to a preferential dividend and, unless otherwise they must entitle them to a preferential and, unless otherwise stated in the provided in the articles of association, recoverable, the amount is fixed at articles of association, transferable dividend, the amount of which is the time of issue, as well as a right to the distribution of excess profits which determined at the time of issue, as well as to a right to the distribution of the may not be less than that attributed to the shares with right to vote; surplus profit , which may not be less than that allocated to the shares with voting rights; 3° must confer a preferential right to reimbursement of the capital 3° they must grant a privilege to the repayment of the capital contribution, contribution increased, where applicable, by the issue premium and a right plus the issue premium, where appropriate, as well as a right to payment of to the distribution of the liquidation proceeds. the balance remaining after liquidation. § 2. Notwithstanding any provision to the contrary in the articles of association, the § 2. Notwithstanding any provision to the contrary in the articles of holders of shares without the right to vote shall nevertheless have the right to vote in the association, holders of shares without voting rights nevertheless have following cases: voting rights in the following cases: 1° when one of the conditions laid down 1° when one of the conditions set out in § 1 is not met or ceases to be in § 1 is no longer met. When § 1, 1°, complied with, the regaining of met. However, when § 1, 1° is not complied with, the recovery of the voting rights excludes the application of the 2° and 3° of the same paragraph; exercise of voting rights excludes the application of 2° and 3° of the same paragraph; (2) that provided for in section 288; 2° the case referred to in Article 288; Machine Translated 29486by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP 3° when the general meeting must deliberate on the reduction of the share 3° when the general meeting has to decide on the reduction of the share capital, on the modification of the corporate purpose, on the transformation of capital, the change of its object, the conversion of the company, or on the the company or on the dissolution , merger or demerger of the company; dissolution, merger and division of the company; 4° those where, for whatever reason, the preferential and recoverable dividends 4° if, for whatever reason, the preferred and transferable dividends have not have not been fully paid during three successive financial years and this until been made payable in full during three consecutive financial years and this until the moment when these dividends have been fully recovered. such arrears have been paid in full. Art. 241 Art. 241 In the event of the creation of shares without voting rights, by way of In the event of the issuance of shares without voting rights, by conversion of conversion of shares with voting rights already issued, the general meeting, shares with voting rights already issued, the general meeting determines, in ruling under the conditions required for the modifications of the articles of accordance with the rules set for the amendment of the articles of association, association, determines the maximum number of shares to be converted and the maximum number of shares to be converted, as well as the conversion sets the conversion conditions. conditions. The articles of association may, however, authorize the management body However, the articles of association may grant the management body the to determine the maximum number of shares to be converted and to set the power to determine the maximum number of shares to be converted and to conversion conditions. determine the conversion conditions. The conversion offer must be made at the same time to all the partners, in The conversion offer must be made simultaneously to all partners, in proportion to their share in the share capital. It indicates the period during which proportion to their share in the company's share capital. That offer must state the conversion can be exercised. This period is determined by the management the term during which the conversion can be exercised. That period is set by body and must be at least one month. the governing body and must be at least one month. The partners must be informed by registered letter by post. The partners must be notified of this by registered letter. CHAPTER III. — Certificates CHAPTER III. — Certificates Art. 242 Art. 242 § 1. Certificates relating to shares may be issued, whether or not in § 1. Depositary receipts relating to shares may be issued, whether or not collaboration with the company, by a legal entity which retains or acquires with the cooperation of the company, by a legal person who continues to own ownership of the shares to which the certificates relate and undertakes to to or acquires possession of the shares to which the depositary receipts relate reserve any proceeds or income from these units for the holder of the and undertakes to receive the proceeds from or to reserve the income from certificates. These certificates must be nominative. those shares to the holder of the depositary receipts. These certificates must be registered. The issuer of the certificates exercises all the rights attached to the units The issuer of the depositary receipts exercises all rights attached to the to which they relate, including the right to vote. shares to which they relate, including voting rights. The issuer of the certificates is required to make himself known in this capacity The issuer of depositary receipts must make itself known in that capacity to to the company which issued the certified units. the company that issued the certified shares. The latter will make this entry in the share register. This company records this entry in the share register. The issuer of certificates shall immediately pay, unless otherwise provided, Unless otherwise provided, the issuer of depositary receipts shall, immediately after deduction of its possible costs, to the holder of the certificates the and after deduction of any costs, make payable to the holder of depositary dividends and the proceeds of liquidation possibly distributed by the company. receipts the dividends and any surplus after liquidation that may be distributed te´ as well as any sum resulting from the reduction or amortization of the capital. by the company, as well as any amounts resulting from the reduction or redemption of the capital. Unless otherwise provided, the issuer of certificates may not transfer the Unless otherwise stated, the issuer of depositary receipts cannot transfer the shares to which the certificates relate. shares to which depositary receipts relate. The certificates are, unless otherwise provided, exchangeable for the units Unless otherwise stated, the depositary receipts can be exchanged for the to which they relate. The clauses prohibiting the exchange must be limited in shares to which they relate. Non-interchangeability clauses should be limited time. to a specified period of time. Notwithstanding any provision to the contrary, the exchange may be obtained Notwithstanding anything to the contrary, the holder of depositary receipts at any time by each holder of certificates in the event of non-performance of may at any time obtain the conversion if the issuer defaults on its obligations to the obligations of the issuer towards him or when his interests are seriously it or its interests are seriously neglected. § 2. In the event of bankruptcy of the misunderstood. issuer of depositary receipts or in any other case of concurrence, the depositary § 2. In the event of the certificate issuer's bankruptcy or any other competition receipts shall, notwithstanding any provision to the contrary, be exchanged situation, the certificates are exchanged by operation of law notwithstanding by operation of law and the holders of depositary receipts jointly exercise their any provision to the contrary and the certificate holders collectively exercise right of recovery on the generality of the certified shares issued by the same their claim on the universality of certified shares issued by the same company, company, which are owned by the relevant certificate issuer. belonging to the issuer of certificates. If, in the case referred to in the previous paragraph, this universality is If, in the case referred to in the previous paragraph, this generality is not insufficient to ensure full restitution of the shares, it will be distributed among sufficient to guarantee the full return of the shares, it shall be distributed among the certificate holders in proportion to their rights. . the holders of depositary receipts in proportion to their rights. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP 29487 CHAPTER IV. — Bonds CHAPTER IV. — Bonds Art. 243 Art. 243 Private limited liability companies may enter into The private limited company may enter into a contract of loan in the form of borrowings by issuing registered bonds. issuance of bonds on name. The face value of the bonds may not be less than one thousand The nominal value of the bonds may not be less than one thousand francs, francs, unless it is denominated in foreign currency. unless denominated in a foreign currency. Art. 244 Art. 244 The resolutive condition is always implied, in the loan contract carried out in In the loan contract, entered into in the form of the issuance of bonds, the the form of the issue of bonds, in the event that one of the two parties does resolutive condition is always tacitly included in the event that one of the not meet its commitment. . parties does not fulfill its obligation. In this case, the contract is not automatically terminated. The party towards In that case, the contract is not legally dissolved. The party against whom whom the commitment has not been executed has the choice of either forcing the obligation has not been performed has the choice either to compel the the other to execute the agreement when possible, or of requesting the other party to perform the agreement, if the performance is possible, or to resolution with damages. demand the dissolution of the agreement, with compensation. Termination must be sought in court, and it may be granted to the The dissolution must be brought before a court, and the defendant may be defendant a time limit depending on the circumstances. granted a postponement, depending on the circumstances. Art. 245 Art. 245 Private limited companies may issue bonds redeemable by lot at a rate Bonds redeemable at drawing for an amount in excess of the issue price higher than the issue price only at the provided that the bonds bear at least may be issued by a private limited company only if the bonds yield at least 3% 3% interest, that all are repayable by the same sum, and that the amount of interest, are all redeemable at the same amount and the amount of the annuity the annuity including amortization and interest is the same throughout the is including principal and interest, is the same throughout the term of the loan. duration ´e of the loan. The amount of these obligations cannot, under any circumstances, be greater than The total amount of such bonds may in no case exceed the paid-up share au capital social libe´re´. capital. Art. 246 Art. 246 The company may set up a mortgage to secure a loan The company may grant a mortgage as security for a loan that has been or realized or to be realized in the form of obligations. will be entered into in the form of bonds. Registration is made in the ordinary form for the benefit of the body of The subscription is made for the benefit of the joint bondholders or the bondholders or future bondholders, subject to the following two restrictions: future bondholders in the ordinary form, subject to the following two restrictions: 1° the designation of the creditor is replaced by that of the securities 1° the designation of the creditor is replaced by that of the securities representing the secured debt; representing the secured claim; 2° the rule regarding the choice of residence does not apply. 2° the provisions relating to the election of domicile are not applicable. The registration is published in the Annexes to the Belgian Official Gazette. The registration is published in the Appendices to the Belgian Official Gazette . The mortgage ranks as of the date of registration, regardless of the time of The rank of the mortgage is determined by the date of issuance of the bonds. the subscription, irrespective of the time of issue of the bonds. Registration must be renewed, at the behest and under the responsibility The registration must be renewed by the care and under the responsibility of the management body, before the expiry of the twenty-ninth year. failing of the governing body before the end of the twenty-ninth year. If the company renewal by the company, any bondholder has the right to renew the registration. does not renew, each bondholder has the right to renew the subscription. Art. 247 Art. 247 The registration is deleted or reduced with the consent of the bondholders, The subscription is canceled or reduced with the consent of the general gathered in general assembly, in accordance with article 316. meeting of bondholders, in accordance with article 316. The request for cancellation or reduction, by main action, is pursued against The claim for cancellation or reduction, as the main claim, is brought against the group of bondholders represented by a representative appointed in the joint bondholders, represented by an authorized representative, designated accordance with article 297, paragraph 2, 3 °. If the general meeting of in accordance with Article 297, second paragraph, 3°. If the duly convened bondholders, duly convened, fails to appoint this agent, the president of the general meeting of bondholders has not appointed such an authorized civil court of the district where the registered office is located appoints , at the representative, a representative of the bondholders will be appointed at the request of the company, a representative of the bondholders. request of the company by the chairman of the civil court of the district where the company has its registered office. The debtor company of bonds called for total or partial reimbursement and When bonds have been designated for full or partial repayment and the whose bearer has not presented himself within the year following the date holder has not registered within one year of the date set for payment, the fixed for payment, is authorized to deposit the amounts due. The consignment company is authorized to give the amounts due on consignment. The will take place at the branch of the Caisse des de´poˆts et consignations of the consignment takes place in the agency of the Deposit and Consignment Office district where the head office is located. of the district where the company has its registered office. Machine Translated 29488by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL Art. 248 Art. 248 At the request of the most diligent of the interested parties, an agent is At the request of the most diligent interested party, an agent is appointed to appointed to represent the group of bondholders in proceedings for the purging represent the joint bondholders in the proceedings for the discharge or for the or expropriation of encumbered buildings. The appointment is made by the enforcement of the encumbered goods. The appointment is made by the president of the civil court of the district where the registered office is located, the chairman of the civil court of the district where the company has its registered company heard. office, after the company has been heard. The agent is required to deposit, within eight days of receipt, with the agency The proxy holder is obliged to deposit the amounts he receives as a result of referred to in Article 247, the sums paid to him following the procedures indicated a procedure as described in the first paragraph within eight days with the agency in the paragraph 1 of this article. referred to in Article 247. The sums paid into the Caisse des consignations on behalf of the bondholders The monies, deposited in the Consignment Office on behalf of the bondholders, may be withdrawn by registered or bearer payment orders issued by the agent can be withdrawn on presentation of a registered or bearer payment order issued and approved by the president of the court. by the proxy holder and signed by the presiding judge of the court. Settlement of The execution of the nominative payment orders will take place on the receipt of the registered payment order takes place against discharge from the rightful the beneficiaries; bearer payment orders will be paid after having been paid by claimant; bearer payment orders are settled after having been signed for payment the agent. by the proxy holder. No payment order will be issued by the agent except upon representation of The proxy holder cannot issue a payment order except on presentation of the the obligation. The agent will mention on the bond the amount for which he gave bond. The proxy holder states on the bond the amount for which he has ordered the payment order. payment. CHAPTER V. — Transfers of titles CHAPTER V. — Transfer and transfer of securities First section. — On transfer in general Section I. — Transfer and transfer of shares : general Art. 249 Art. 249 Unless more restrictive provisions of the articles of association, the shares of Without prejudice to stricter provisions in the articles of association, the shares a partner cannot, under pain of nullity, be transferred inter vivos or transmitted by of a partner may not, on pain of nullity, be transferred among the living, nor may cause of death without the agreement of half at least partners, owning at least they be transferred on the basis of death, unless with the consent of at least half three-quarters of the capital, after deducting the rights whose transfer is proposed. of the partners who hold at least three quarters of the capital. , after deduction of the rights whose transfer is proposed. However, unless otherwise provided in the articles of association, this Unless the articles of association provide otherwise, such consent is not approval is not required when the shares are sold or transferred: 1° to a partner; required when the shares are transferred or transferred: 1° to a partner; (2) to the spouse of the assignor or of the 2° to the spouse of the transferor or of the testator; 3° to blood testator; 3° to ascendants or descendants in direct line; relatives in the straight ascending or descending line; 4° to other persons approved in the articles of association. 4° to other persons authorized by the articles of association. The rules applicable in the event of inter vivos transfer apply in the event of The rules on transfer among the living apply to transfer by or in favor of a legal entity. the transfer by or for the benefit of a legal person. Art. 250 Art. 250 Assignments or transmissions have no effect vis-à-vis the company and With regard to the company and third parties, the transfers and transfers only third parties only from the date of their entry in the share register in accordance take place from the date of registration in the register of shares in accordance with Article 235. with article 235. Section II. — Transfer of shares inter vivos Section II. — Transfer of Shares Among Living Art. 251 Art. 251 Except for special provisions of the articles of association, the refusal to Subject to special provisions in the statutes, the interested parties may approve an inter vivos transfer may give rise to an appeal by the interested challenge the refusal of admission of a transfer among the living before the party(ies) before the competent court sitting in chambers. ´, the duly subpoenaed competent court, in summary proceedings, after due summons from those who opponents. oppose the transfer. The competent court will be that of the registered office. The competent court is that of the registered office of the company. If the refusal is deemed arbitrary, the opposing partners have three months If the refusal is judged to be arbitrary, the partners who have objected will from the date of the order to find buyers at the prices and conditions set out in have three months from the date of the decision to find buyers for the price and the articles of association. In the absence of a statutory clause, the price and the on the conditions laid down in the articles of association. In the absence of terms will be, except with the agreement of the interested parties, fixed by the statutory provisions and of agreement between the interested parties, the price competent court, at the request of the most diligent party, the other part being and conditions shall be determined by the competent court, at the request of the duly assigned; under no circumstances may a period of time extending over more most diligent party and after proper writ of summons from the opposing party; if than five years be granted from the exercise of the option: the shares purchased installment is allowed, the installments may not be spread over more than five will be non-transferable until full payment of the price . years from the exercise of the option right; the shares purchased are not transferable until the price has been paid in full. If the takeover has not been carried out within the three-month period provided If the purchase has not been concluded within the three-month period, the for above, the transferor may demand the dissolution of the company; but he transferor may demand the dissolution of the company, but he must exercise this must exercise this right within forty days following the expiry of the three-month right within forty days after the expiry of that period. period. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29489 Section III. — Transfer of shares mortis causa Section III. — Transfer of shares upon death Art. 252 Art. 252 The heirs and legatees of shares, who cannot become partners because they The heirs and legatees of shares, who cannot become partners because they have not been approved as such, are entitled to the value of the shares are not admitted as partners, are entitled to the value of the transferred shares. transferred. They can request redemption by registered letter by post, addressed to the They may request the surrender thereof by registered letter sent by post to management body of the company and a registered copy of which will be the management body of the company, of which the latter immediately sends a immediately sent by the management body to the various partners. s. copy by registered post to the various partners. in the absence of an agreement between the parties or of statutory provisions, In the absence of agreement between the parties or of statutory provisions, the prices and conditions of repurchase will be determined in accordance with the price and conditions of surrender shall be determined in accordance with article 251, without taking into account the estimates of the will ; the units Article 251, without taking into account the estimates of the will; the shares purchased will be non-transferable until full payment of the price. purchased are not transferable until the price has been paid in full. If the takeover has not been carried out within three months, the heirs or If the surrender has not been made within three months, the heirs or legatees legatees will be entitled to demand the early dissolution of the company. have the right to demand the early dissolution of the company. Section IV. — Transfer of obligations Section IV. — Transfer of bonds Art. 253 Art. 253 The assignment of the bonds is only enforceable against the company and With regard to the company and third parties, the transfer of bonds only takes third parties from the moment when the declaration of transfer, dated and signed place from the date of the entry of the transfer statement in the relevant register by the assignor and the assignee or by their proxies, is entered in the bond of bonds, dated and signed by the transferor and the transferee, or by their register; it may also intervene in accordance with the rules relating to the authorized representative; it may also be made in accordance with the provisions assignment of claims established by article 1690 of the Civil Code. of Article 1690 of the Civil Code regarding the assignment of claims. Art. 254 Art. 254 It is open to the company to accept and record in the register a transfer which The company is free to recognize a transfer and to enter it in the register, would be evidenced by correspondence or other documents establishing the proof of which it will find in letters or other documents showing the consent of agreement of the transferor and the transferee. the transferor and the transferee. TITLE IV. — Organs TITLE IV. — Organs FIRST CHAPTER. — Management and representation bodies CHAPTER I. — Governing and Representation Bodies First section. — Status of managers Section I. — Statute of business managers Art. 255 Art. 255 Private limited liability companies are managed by one or more natural The private company with limited liability is managed by one or more natural persons, remunerated or not, partners or not. persons, whether remunerated or not, whether or not partners. Art. 256 Art. 256 The managers are appointed by the partners for a limited time or The business managers are appointed by the partners for a without a fixed term. for a definite period of time or without limitation of duration. Unless otherwise stipulated in the articles of association, or unanimous Unless there is a conflicting provision in the articles of association, or if the agreement of the shareholders, the managers, shareholders or not, appointed partners agree unanimously, the managers, whether partners or not, who have by the shareholders in the deed of company without limitation of duration are re been appointed by the partners without limitation of duration in the deed of deputies appointed for the duration of the society; their powers can only be incorporation, are deemed to have been appointed for the duration of the revoked in whole or in part for serious reasons. partnership; their order can only be revoked in whole or in part for serious reasons. Section II. — Competences and functioning Section II. — Competence and procedure Art. 257 Art. 257 Each manager may perform all acts necessary or useful for the achievement Every business manager can perform all acts that are necessary or useful to of the company's corporate purpose, except those reserved by this code for the achieve the object of the company, except for those acts for which only the general meeting. ´neral. general meeting is authorized according to this code. The articles of association may restrict the powers of the managers. These The articles of association may limit the powers of the business managers. restrictions are not enforceable against third parties, even if they are published. Such a restriction cannot be enforced against third parties, even if it has been made public. Each manager represents the company vis-à-vis third parties and in legal Each manager represents the company vis-à-vis third parties and in court as proceedings, either as plaintiff or defendant. However, the articles of association a claimant or as a defendant. Nevertheless, the articles of association may may stipulate that the company is represented by one or more specially provide that the company is represented by one or more specially appointed appointed managers or by several managers acting jointly. business managers or by several business managers jointly. These statutory This clause is only enforceable against third parties if it concerns the general provisions are only enforceable against third parties if they relate to the general power of representation and if it has been published in accordance with article powers of representation and if they have been published in accordance with 74, 2°. Article 74, 2°. Machine Translated 29490by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP Art. 258 Art. 258 The company is bound by the acts performed by the managers, even if these The company is bound by the actions of the directors, even if those actions acts exceed the corporate purpose, unless it proves that the third party knew that fall outside its purpose, unless it proves that the third party was aware of them the act exceeded the corporate purpose or that he could not be unaware of it, or, given the circumstances, could not have been unaware of them; however, given the circumstances, without the mere publication of the articles of association publication of the articles of association alone is not sufficient proof. being sufficient to constitute this proof. Art. 259 Art. 259 § 1. A member of a board of management who has, directly or indirectly, an § 1. A member of a college of business managers who, directly or indirectly, opposing interest of a financial nature to a decision or an operation submitted to has an interest of a patrimonial nature that conflicts with a decision or a transaction the board of management, is required to communicate it to the other managers submitted to the college of business managers, must inform the other business before the deliberation in the management board. His declaration, as well as the managers of this. r the Executive Board takes a decision. His statement, as well reasons justifying the conflicting interest that exists on the part of the manager as the grounds for justification regarding the aforementioned conflict of interest, concerned, must appear in the minutes of the management committee which will must be recorded in the minutes of the board of directors that must take the have to take the decision. decision. In addition, he must, when the company has decision. If the company has appointed one or more supervisory directors, the appointed one or more auditors, inform them. manager concerned must also inform those supervisory directors of the conflict of interest. With a view to publication in the management report referred to in Article 95 With a view to its publication in the report referred to in Article 95 or, failing or, in the absence of such a report, in a document to be filed at the same time as that, in a document that must be filed at the same time as the annual accounts, the annual accounts, the age of management describes, in the minutes, the the Board of Directors shall describe in the minutes the nature of the decision nature of the decision or the operation referred to in paragraph 1 and a justification referred to in the first paragraph. or transaction and justify the decision taken. of the decision which was taken as well as the financial consequences for the The financial consequences of this for the company must also be stated in the company. The management report contains all of the minutes referred to above. minutes. The minutes must be included in their entirety in the report. The auditors' report, referred to in article 143, must include a separate The report of the statutory auditors referred to in Article 143 must contain a description of the financial consequences which result for the company from the separate description of the financial consequences for the company of the decisions of the management board, which involved an opposing interest within decisions of the board of directors, in respect of which there is a conflict of interest the meaning of paragraph 1. within the meaning of the first paragraph. § 2. The company may act to nullify decisions taken or operations carried out § 2. The company may claim the nullity of decisions or transactions that have in violation of the rules provided for in this article, if the other party to these taken place in violation of the rules laid down in this article, if the other party was decisions or operations had or should have had knowledge of this violation. or should have been aware of that violation at the time of those decisions or transactions. § 3. Paragraph 1 does not apply if the decisions or transactions that § 3. § 1 is not applicable when the decisions or operations under the fall within the competence of the college of business managers relate to management board concern decisions or operations entered into between decisions or transactions that have been concluded between companies of which companies of which one of holds directly or indirectly at least 95% of the votes one directly or indirectly holds at least 95 % of the votes attached to the entirety attached to all the securities of the securities issued by the other, or between companies in which at least 95% issued by the other or between companies of which at least 95% of the votes of the votes attached to the entirety of the securities issued by each of them are attached to all the securities issued by each of them are held by another company . held by another company. Similarly, § 1 does not apply when the decisions of the management board Moreover, § 1 does not apply when the decisions of the college of business concern usual operations concluded under normal market conditions and managers relate to usual transactions that take place under the conditions and guarantees for operations of the same nature. . against the securities that usually apply on the market for similar transactions. Art. 260 Art. 260 If there is no management board and a manager finds himself in conflict of If there is no board of directors and a business manager is confronted with a interests referred to in Article 259, § 1, he the partners and the decision can only conflict of interests referred to in Article 259, § 1, he shall inform the partners be taken or the operation can only be carried out on behalf of the company by an thereof and the decision may only be taken or the transaction may only be carried ad hoc agent. out on behalf of the company by an ad hoc agent . Art. 261 Art. 261 When the manager is the sole shareholder and he finds himself in the If the manager is the sole partner and he is faced with the conflict of interests opposition of interests referred to in Article 259, § 1, he may take the decision or referred to in Article 259, § 1, he can take the decision or carry out the transaction, conclude the operation but he will have to give a special account of it in a but he must report specifically on this in a document that is submitted at the same document to be filed at the same time as the annual accounts. time as the annual accounts. must be deposited. He will be required both vis-à-vis the company and vis-à-vis third parties to He is obliged, with regard to both the company and third parties, to compensate repair the damage resulting from an advantage that he would have improperly the damage resulting from an advantage that he would have unlawfully obtained obtained from society. at the expense of the company. The contracts concluded between him and the company are, except with Unless it concerns current transactions that take place under normal regard to current operations concluded under normal conditions, recorded in the circumstances, the agreements concluded between him and the company are document referred to in the first paragraph. included in the document referred to in the first paragraph. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP 29491 Section III. — Responsabilite´s Section III. — Liability Art. 262 Art. 262 The managers are liable, in accordance with common law, for the execution In accordance with common law, the business managers are responsible of the mandate they have received and for any faults committed in their for the fulfillment of the task assigned to them and liable for the shortcomings management. in their management. Art. 263 Art. 263 The managers are jointly and severally liable, either to the company or to The business managers are jointly and severally liable, either towards the third parties, for any damages and interest resulting from infringements of the company or towards third parties, for all damage resulting from violation of the provisions of this code or of the company's statutes. provisions of this code or of the company's articles of association. They will only be released from this responsibility, as regards offenses in With regard to the violations in which they did not participate, they will only which they have not taken part, if no fault is attributable to them and if they be released from that liability if no fault can be attributed to them and they have have denounced these offenses to the assembly. the next general after they denounced the violations at the first general meeting after they have become know about it. aware of them. Art. 264 Art. 264 Without prejudice to article 263, the managers are personally and jointly Without prejudice to Article 263, the business managers are personally and liable for the damage suffered by the company or third parties as a result of severally liable for the damage suffered by the company or by third parties as decisions taken or operations carried out in compliance with article 259 if the a result of decisions or transactions that have taken place with due observance decision or the transaction has given them or one of them an undue financial of Article 259, if that decision or transaction constitutes an unlawful act to them advantage to the detriment of the company. or to one of them. financial advantage to the detriment of the company. Art. 265 Art. 265 In the event of bankruptcy of the company and insufficient assets and if it is If, in the event of the bankruptcy of the company, the debts exceed the established that a serious and characteristic fault on their part contributed to income, the business managers or former business managers, as well as all the bankruptcy, any manager or former manager, as well as any other person other persons who have had actual management powers with regard to the who effectively held the power of management to operate the company, may company's affairs, can be declared personally and jointly and severally liable be declared personally liable, with or without joint and several liability, for all or for the whole or part of the company's debts amounting to the shortfall, if it is part of the company's debts up to the amount of the insufficiency of assets. established that an apparent gross error committed by them contributed to the bankruptcy. Paragraph 1 is not however applicable when the bankrupt company has However, the first paragraph does not apply if the bankrupt company has achieved, during the three financial years preceding the bankruptcy, an average achieved an average turnover of less than 25 million francs, excluding value turnover lower than ` 25 million francs, excluding value added tax, and when added tax, during the three financial years before the bankruptcy, and if the the balance sheet total at the end of the last financial year did not exceed 15 total balance sheet at the end of the last financial year did not exceed 15 million francs. million francs. CHAPTER II. — General meeting of partners CHAPTER II. — General meeting of partners Section I. — First section. — Common provisions Common provisions First subsection. - Skills Subsection I. — Powers Art. 266 Art. 266 The general assembly of associates has the most extensive powers The general meeting of partners has the most extensive powers to perform to make or ratify the acts which interest society. or ratify the acts that affect the company. Art. 267 Art. 267 When the company has only one partner, he exercises the powers When the company has only one partner, he exercises the powers assigned vested in the general meeting. He cannot delegate them. to the general meeting. He cannot transfer it. Subsection II. — Convening of the general meeting Subsection II. — Convocation of the general meeting Art. 268 Art. 268 The management body and the commissioners, if there are any, can The board of directors and the auditors, if any, may convene the general convene the general meeting. They must convene it at the request of partners meeting. They must convene it when the partners representing one fifth of the representing one-fifth of the share capital. share capital so request. The convocations for all general meetings contain the order The notices convening the general meeting state the agenda with the of the day with an indication of the subjects to be treated. subjects to be discussed. They are made by registered letter sent fifteen days before the meeting to They are sent by registered letter fifteen days before the meeting to the shareholders, holders of certificates issued in collaboration with the company, partners, the holders of depositary receipts issued with the cooperation of the bondholders, auditors and managers. . company, the bondholders, the statutory auditors and the business managers. Art. 269 Art. 269 At the same time as the invitation to the general meeting, the partners, Together with the convocation letter for the general meeting, a copy of the statutory auditors and managers are sent a copy of the documents that must documents available to them pursuant to this Code will be sent to the partners, be sent to them under this code. the auditors and the business managers. should be made king. A copy of these documents is also transmitted without delay and free of A copy of these documents will also be sent without delay and free of charge charge to the other persons summoned who request it. to the other persons summoned who request it. Machine Translated 29492by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL Sous-section III. — Participation a` l’assemble´e ge´ne´rale Subsection III. — Participation in the general meeting Art. 270 Art. 270 The articles of association determine the formalities to be completed in order to be The articles of association determine the formalities that must be fulfilled in order to: admitted to the general meeting. to be admitted to the general meeting. Art. 271 Art. 271 Holders of certificates issued in collaboration with the company and bondholders The holders of depositary receipts issued with the cooperation of the company may attend general meetings, but only in an advisory capacity. and of bonds may attend the general meeting, but only with an advisory vote. Art. 272 Art. 272 The auditors attend general meetings when they are The statutory auditors participate in the general meeting when it is required to called upon to deliberate on the basis of a report drawn up by them. deliberate on the basis of a report drawn up by them. Subsection IV. — Holding of the general meeting Subsection IV. — Conduct of the general meeting Art. 273 Art. 273 A list of those present is kept at each general meeting. An attendance list is kept at every general meeting. Art. 274 Art. 274 The managers answer the questions put to them by the partners about their The business managers answer the questions put to them by the partners with report or the points on the agenda, insofar as the communication of data or of regard to their report or the agenda items insofar as the communication of facts is not likely to cause serious harm to the company, to the partners or to the information or facts is not of such a nature that it would cause serious harm to the personnel of the company. company, the partners or the staff. of the company. The statutory auditors answer questions put to them by the partners regarding The auditors answer the questions put to them by the partners with regard to their report. They have the right to speak at the general meeting in relation to the their report. They have the right to speak at the general meeting in connection performance of their duties. with the fulfillment of their duties. Art. 275 Art. 275 Each share is entitled to one vote. Each share entitles the holder to one vote. The exercise of voting rights relating to shares on which payments have not As long as the duly requested and payable payments have not been made, the been made is suspended as long as these payments, duly called and payable, exercise of the voting rights attached to the shares on which these payments have have not been made. will not have been carried out. not been made will be suspended. Art. 276 Art. 276 Except in cases where they are recognized as having a right to vote, privileged Except in cases where their voting rights have been granted, preference shares shares without voting rights are not taken into account when determining the without voting rights are not taken into account for the determination of the conditions of presence and majority to be observed in general assemblies. attendance and majority rules to be observed in the general meeting. The shares that are suspended are not taken into account for the determination Suspended shares are not taken into account for the determination of the of the conditions of presence and majority to be observed in the general meeting. attendance and majority rules to be observed in the general meeting. Art. 277 Art. 277 The articles of association may limit the number of votes that each partner has The articles of association may limit the number of votes each partner has at in the meetings, provided that this limitation is imposed on all partners regardless the meetings, provided that such limitation is mandatorily applicable to each of the shares for which they take part. partner without distinction of the share with which he participates in the vote. to vote. Art. 278 Art. 278 The minutes of the general meetings are signed by the members of the office The minutes of the general meetings are signed by the members of the bureau and by the associates who request it; shipments to be delivered to third parties and by the partners who request them; copies for third parties are signed by one are signed by one or more managers, in accordance with the provisions of the or more articles of association. business managers, as stipulated in the articles of association. Art. 279 Art. 279 The decisions of the sole shareholder, acting in place of the general meeting, The decisions of the sole partner, who acts in the place of the general meeting, are recorded in a register kept at the registered office. are recorded in a register kept at the registered office of the company. Sub-section V. — Procedures for exercising the right to vote Subsection V. — Methods of exercising the right to vote Art. 280 Art. 280 The shareholders may, unless otherwise provided in the articles of association, Insofar as the articles of association do not provide otherwise, the partners may cast their vote by correspondence or be represented by an agent. cast their vote in writing or be represented by an authorized representative. Art. 281 Art. 281 § 1. The exercise of the right to vote may be the subject of agreements § 1. Agreements between partners may regulate the exercise of voting rights. between associates. These agreements must be limited in time and be justified These agreements must be limited in time and must always be by the corporate interest at all times. are accounted for in the interest of the company. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29493 However, the following However, the following are void: 1° agreements that are contrary to the provisions of this code or to are void: 1° agreements that are contrary to the provisions of this Code or to the social interest; the interests of the company; 2° agreements whereby a partner undertakes to 2° agreements by which a shareholder undertakes to vote in accordance with vote in accordance with the guidelines of the company, of a subsidiary or of the directives given by the company, by a subsidiary or by one of the organs of one of the bodies of those companies; 3° agreements whereby a partner these companies; undertakes vis-à-vis the same companies or the same bodies to approve the proposals of the company's bodies. § 2. Votes cast during a general meeting on 3° the agreements by which a partner undertakes with the same companies the basis of agreements referred to in § 1, third paragraph, are null and void. or the same bodies to approve the proposals emanating from the bodies of the Those votes entail the nullity of the decisions taken, unless they have had no company. influence whatsoever on the validity of the vote taken. The claim for annulment § 2. The votes cast at the general meeting by virtue of the agreements lapses after six months from the vote. referred to in § 1, paragraph 3, are void. These votes result in the nullity of the decisions taken unless they have had no impact on the validity of the vote taken. The action for nullity is prescribed six months after the vote. Section II. - General Ordinary assembly Section II. - Ordinary general meeting Art. 282 Art. 282 There must be held, each year, at least one general meeting Every year at least one general meeting must be held in the municipality, on in the municipality, on the day and time indicated by the statutes. the day and time determined by the statutes. Art. 283 Art. 283 Fifteen days before the general meeting, shareholders, holders of certificates Fifteen days before the general meeting, the partners, the holders of depositary issued with the collaboration of the company and bondholders may consult, at receipts issued with the cooperation of the company, and the bondholders, at the registered office : the registered office of the company, may take cognizance of: 1° the annual accounts; 2° where appropriate, the consolidated annual accounts; 3° the list of 1° the annual accounts; 2° public funds, shares, bonds and other where applicable, consolidated accounts; 3° the list of public funds, stocks or shares, bonds and other company securities that make up the portfolio; 4° the list of partners who have not released their shares, securities of companies making up the portfolio; with 4° the list of partners who have not fully paid up their shares, stating the the indication of the number of their shares and that of their domicile; 5° number of their shares and their place of residence; 5° the annual report and the the management report and the auditors' report. report of the statutory auditors. The annual accounts and the reports mentioned in paragraph 1, 5°, are The annual accounts and the reports referred to in the first paragraph, 5°, are transmitted to the partners, in accordance with article 269, paragraph 1. sent to the partners, in accordance with Article 269, first paragraph. Art. 284 Art. 284 The general meeting hears the management report and the report of the The general meeting hears the annual report and the report of the auditors and discusses the annual accounts. supervisory directors and handles the annual accounts. After the approval of the annual accounts, the general meeting decides by After the approval of the annual accounts, the general meeting decides by special vote on the discharge of the managers and auditors. This discharge is separate vote on the discharge to be granted to the managers and auditors. This valid only if the annual accounts contain neither omission nor false indication discharge is only valid if the true position of the company is not hidden by any concealing the real situation of the company and, as regards acts performed omission or incorrect statement in the annual accounts, and, with regard to outside the articles of association or in contravention of this code, unless they transactions that are contrary to the articles of association or with this code, if have been specifically indicated in the summons. these are specifically indicated in the summons. Art. 285 Art. 285 The management body has the right to extend, at the meeting, the decision During the meeting, the administrative body has the right to postpone the relating to the approval of the annual accounts to three weeks. This extension decision regarding the approval of the annual accounts for three weeks. This does not cancel the other decisions taken, unless the general meeting decides adjournment does not affect the other resolutions passed, unless otherwise otherwise. The second meeting has the right to finalize the annual accounts. decided by the general meeting. The next meeting has the right to definitively adopt the annual accounts. Section III. — Assemble´e ge´ne´rale extraordinaire Section III. - Extraordinary general meeting First subsection. — Modification of the statutes in general Subsection I. — Amendment of the statutes : general Art. 286 Art. 286 The general meeting has, unless otherwise provided, the right to make Unless otherwise provided, the general meeting has the right to make changes amendments to the statutes. to the articles of association. The general meeting can validly deliberate and decide on amendments to the The general meeting can only validly deliberate and resolve on amendments articles of association only if the subject of the proposed amendments has been to the articles of association if the proposed amendments are specifically specifically indicated in the convocation, and if those who attend the meeting indicated in the convocation notice and if those present represent at least half of represent at least half of the share capital. the share capital. If this last condition is not fulfilled, a new convocation will be necessary and If the latter condition is not met, a second convocation is necessary and the the second meeting will deliberate validly, whatever the portion of the capital new meeting deliberates and decides validly, irrespective of the part of the capital represented by the shareholders. are present. represented by the partners present. No modification is admitted unless it obtains three quarters of the votes. An amendment is only adopted if it contains three quarters of got the votes. Machine Translated 29494by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL Subsection II. — Modification of the corporate purpose Subsection II. — Change of target Art. 287 Art. 287 If the modification to the articles of association relates to the corporate If the amendment to the articles of association relates to the object of purpose, a detailed justification of the proposed modification must be the company, the board of directors must account for the proposed presented by the management body in a report announced in the agenda. amendment in detail in a report that is stated in the agenda. That report Attached to this report is a statement summarizing the company's active shall be accompanied by a statement of assets and liabilities established and passive situation, as of a date not more than three months old. The no more than three months in advance. The statutory auditors report commissioners report separately on this state. A copy of these reports is separately on that state. A copy of these reports shall be sent in sent in accordance with section 269. accordance with Rule 269. The absence of the reports entails the nullity of the decision of the The absence of these records has rendered the nullity of the general meeting. decision of the general meeting. The general meeting can validly deliberate and decide on the The general meeting can only validly deliberate and decide on a change modification of the corporate purpose only if those who attend the meeting of purpose if the attendees represent at least half of the share capital. represent half of the corporate capital. If this condition is not met, a new convocation will be necessary. For If the latter condition is not met, a second convocation is necessary the second meeting to deliberate and decide validly, it will suffice that any and the new meeting deliberates and decides validly, irrespective of the portion of the capital be represented there. part of the capital represented by the partners present. No modification is allowed unless it combines the four An amendment is only adopted if it has received at least four fifths of at least fifths of the votes. the votes. Subsection III. — Modification of the rights attached to the securities Subsection III. — Change of rights attached to securities Art. 288 Art. 288 If there are several categories of units, the general meeting may, If different classes of shares exist, the general meeting may, despite any provisions to the contrary in the articles of association, modify notwithstanding any provision in the articles of association to the contrary, their respective rights or decide to replace the units of one category by change their respective rights or decide that the shares or securities of those of another. one class are replaced by those of another class. The purpose and detailed justification of the proposed changes are The proposed amendments are communicated, with detailed presented by the management body in a report announced in the agenda. justification, by the governing body in a report that is included in the A copy of this report is sent in accordance with section 269. agenda. A copy of this report shall be sent in accordance with Rule 269. The absence of the report leads to the nullity of the decision of the general The absence of the report results in the nullity of the decision of the assembly. general meeting. In the case referred to in this article, the limitations resulting from In the case referred to in this article, the voting restrictions arising from article 277 are not applicable and the general meeting must bring together article 277 do not apply and the general meeting must meet the attendance in each category the conditions of presence and majority required for a and majority requirements for an amendment of the articles of association modification of the statutes. for each species. CHAPTER III. — Social action and minority action CHAPTER III. — Company claim and minority claim First section. — Social action Section I. — Company claim Art. 289 Art. 289 The general meeting decides whether to take social action against the The general meeting decides whether a company action should be managers or the auditors. It may entrust one or more agents with the instituted against the business managers or against the statutory auditors. execution of this decision. It may appoint one or more agents for the implementation of that decision. Section II. — Minority action Section II. — Minority claim Art. 290 Art. 290 § 1. An action may be brought against the managers, on behalf § 1. A claim against the business managers can be borne by the of the company by minority partners. company by minority partners. This minority action is brought by one or more partners who, on the This minority claim is instituted on behalf of the company by one or day of the general meeting which decides on the discharge of the more partners who, on the day on which the general meeting pronounces managers, securities to which is attached at least 10% of the votes on the discharge to be granted to the managers, hold securities that attached to all the securities existing to date. represent at least 10% of the votes attached to all of the securities existing on that day. For partners entitled to vote, the action can only be brought by those With regard to the members with voting rights, the claim can only be who have not voted for the discharge and by those who have voted for brought by persons who have not approved the discharge and by persons this discharge, provided that in this case, that this is not valid. who have approved the discharge but who prove it to be invalid. In addition, for holders of shares without voting rights, the action can Moreover, with regard to partners without voting rights, the claim can only be brought in cases where they have exercised their right to vote in only be brought in cases in which they have exercised a voting right in accordance with Article 240, § 2. , and for management acts related to accordance with Article 240, § 2, and this with regard to acts of decisions taken in execution of the same article. management relating to the application of the same article decision. § 2. The fact that during the proceedings one or more partners cease to § 2. The fact that during the proceedings, one or more shareholders cease represent the group of minority partners, either because they no longer to represent the group of minority shareholders, either because they no longer hold securities or because they renounce the claim, does not affect the hold titles or because they renounce to participate in the action, has no effect continuation of the said procedure nor on the use of legal remedies. on the continuation of the said proceedings or on the exercise of the remedies. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29495 § 3. If the legal representatives of the company exercise the social action § 3. If the legal representatives of the company institute the corporate action, and the minority action is also brought by one or more holders of securities, and a minority claim is also filed by one or more holders of securities, the the proceedings are joined for connection. claims will be combined because of their connection. § 4. A settlement entered into before the claim has been instituted may be declared null and void at the § 4. Any transaction entered into before the initiating of the action may be request of the holders of securities who meet the conditions laid down in § canceled at the request of the holders of securities meeting the conditions 2, if the settlement was not concluded in favor of all holders of securities. provided for in § 2 if it has not been made at their advantage common. After the action has been brought, the company cannot transact with the Once the claim has been filed, the company can no longer enter into a defendants without the unanimous consent of those who remain plaintiffs in settlement with the defendants without the unanimous consent of those who the action. remain claimant of the claim. Art. 291 Art. 291 If the minority claim is dismissed, the plaintiffs may be personally ordered to If the minority claim is dismissed, the claimants may be personally ordered pay costs and, if applicable, damages to the defendants. to pay the costs and, if justified, to pay damages against the defendants. If the claim is granted, the sums which the plaintiffs have advanced, and If the claim is allowed, the amounts advanced by the claimants and not which are not included in the costs charged to the defendants, are reimbursed included in the costs ordered by the defendants will be reimbursed by the by the company. company. CHAPTER IV. — General meeting of bondholders CHAPTER IV. — General Meeting of Bondholders Section premium`re. — Competence Section I. — Powers Art. 292 Art. 292 When the share capital is fully called up, the general meeting of bondholders If the capital has been called up in full, the general meeting of bondholders has the right: 1° to extend one or more installments of interest, to consent to is authorized to: 1° extend one or more interest terms, agree to the reduction the reduction of the rate of interest or modification of the terms of payment; of the interest rate or change the conditions for payment of the interest; 2° 2° to extend the duration of the reimbursement, to suspend it and to consent to extend the repayment, to suspend the repayment and to agree to a change to modifications to the conditions under which it must take place; in the conditions under which they must be made; 3° to accept that the debts of the bondholders are replaced by shares; such a resolution remains ineffective if it is not adopted by the partners within three months in the manner determined for the amendment of the articles of association, unless the 3° to accept the substitution of shares for the debts of the bondholders; partners have already given their consent in advance. unless the partners have previously given their consent, the decisions will only have effect in this respect if they are accepted, within the time limit of three months, by the partners deliberating in the prescribed forms for amendments to the articles of association. In addition, the general meeting of bondholders has the right: The general meeting of bondholders is also authorized about: 1° to accept provisions whose purpose is either to grant specific sureties for 1° to accept arrangements to provide special securities in favor of the the benefit of bondholders, or to modify or cancel the sureties already granted; bondholders or to amend or cancel the securities already provided; 2° to decide 2° to decide on the conservatory acts to be carried out in the common interest; on the protective measures to be taken in the common reasonable interest must be taken; 3° to appoint one or more proxies responsible for carrying out the decisions 3° to appoint one or more authorized representatives for the implementation taken pursuant to this article and for representing the body of bondholders in of the decisions taken pursuant to this article and for the representation of the all proceedings relating to the reduction or cancellation of mortgage registrations. joint bondholders in the proceedings for the reduction or cancellation of mortgage registrations. Section II. — Convening of the general meeting Section II. — Convocation of the general meeting Art. 293 Art. 293 The management body and the auditors may convene the The governing body and the supervisory directors may issue a general bondholders at a general meeting. convene a meeting of bondholders. They must convene this meeting at the request of bondholders They must convene the general meeting when bondholders representing representing one-fifth of the amount of securities in circulation. one fifth of the amount of the securities in issue so request. Art. 294 Art. 294 The invitations to the general meeting contain the agenda and are issued The convocation for the general meeting contains the agenda and is sent eight days before the meeting by registered letter. eight days before the meeting by registered letter. The agenda contains an indication of the subjects to be dealt with as well The agenda contains the subjects to be discussed and the proposed as the proposals for decisions. resolutions. Section III. — Participation a` l’assemble´e ge´ne´rale Section III. — Participation in the general meeting Art. 295 Art. 295 The articles of association determine the formalities to be completed in order to be The articles of association determine the formalities that must be completed admitted to the general meeting. in order to be admitted to the general meeting. Machine Translated 29496by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP Section IV. — Holding of the general meeting Section IV. — Conduct of the general meeting Art. 296 Art. 296 A list of those present is kept at each general meeting. An attendance list is kept at every general meeting. Art. 297 Art. 297 The meeting can only validly deliberate and rule if its members represent The meeting can only validly deliberate and decide if the members present at least half of the amount of securities in circulation. represent at least half of the amount of the securities in circulation. If this condition is not fulfilled, a new convocation is necessary and the If this condition is not met, a new convocation is necessary and the second meeting deliberates validly, regardless of the represented amount second meeting deliberates and validly decides, irrespective of the amount of securities in circulation. of securities in circulation represented. No proposal is accepted unless it is voted on by members representing A proposal is only passed if it has been approved by members who, in together, by themselves or by their principals, at least three quarters of the their own name or as authorized representative, cast joint votes representing amount of the bonds for which the vote is taken. at least three quarters of the amount of the bonds voted. In cases where a decision has not met with a majority representing at A resolution passed by a majority of less than one third of the amount of least one third of the amount of bonds in circulation, it can only be the bonds in circulation can only be executed after approval by the court of implemented after having been been approved by the Court of Appeal in appeal of the jurisdiction in which the company has its registered office. whose jurisdiction the company's head office is located. Approval is sought by way of petition, at the behest of the directors or The homologation is requested by application by the any interested bondholder. directors or by an interested bondholder. Bondholders who voted against the resolutions taken or who did not Bondholders who voted against the resolutions passed or who did not not attend the meeting, may intervene in the proceedings. attend the meeting may intervene in the proceedings. The court decides all cases that cease, after hearing the public prosecutor's office. The court rules with priority over all other cases, the public prosecutor heard. If the request for homologation is not introduced within eight days after If the request for homologation is not submitted within eight days of the the vote on the decision, the latter will be considered null and void. decision being taken, it will be considered non-existent. However, the conditions of presence and majority specified above are not The above-mentioned conditions of presence and majority need not be required in the cases provided for by article 292, paragraphs 2, 2° and 3°. met in the cases referred to in Article 292, second paragraph, 2° and 3°. In Decisions in the above cases may be taken by a simple majority of the such cases, the decisions may be taken by a simple majority of the bonds represented. represented bonds. The decisions taken are published within two weeks in the Annexes to the The decisions taken are published within fifteen days in the Appendices Belgian Official Gazette. to the Belgian Official Gazette. Art. 298 Art. 298 When there are several categories of obligations and the deliberation of If there are different types of bonds and the resolution of the general the general meeting is likely to modify their respective rights, the deliberation meeting may entail a change in the rights attached thereto, the resolution, must, in order to be valid, meet in each category the conditions of presence in order to be valid, must satisfy the presence and majority conditions laid and majority required by article 297. down in Article 297. Bondholders of each class may be The holders of each class of bonds may be convened separately in a summon's in assemble'e spe'ciale. special meeting. Art. 299 Art. 299 The minutes of the general meetings are signed by the members of the The minutes of the general meetings are signed by the members of the office and by the bondholders who so request; shipments to be delivered to bureau and by the partners who request them; copies for third parties are third parties are signed by one or more managers, in accordance with the signed by one or more business managers, as stipulated in the articles of provisions of the articles of association. association. Section V. — Procedures for exercising the right to vote Section V. — Methods of exercising the right to vote Art. 300 Art. 300 All bondholders may vote personally or by proxy. All bondholders may vote in person or by proxy. Art. 301 Art. 301 § 1. The exercise of voting rights may be subject to agreements between § 1. Agreements between the bondholders may limit the exercise bondholders. to regulate voting rights. These agreements must be limited in time and be justified These agreements must be limited in time and must always be by the corporate interest at all times. are accounted for in the interest of the company. However, are zero: However, the following 1° agreements that are contrary to the provisions of this code or to the are void: 1° agreements that are contrary to the provisions of this Code social interest; or to the interests of the company; 2° agreements in which a bondholder 2° agreements by which a bondholder undertakes to vote in accordance undertakes to vote in accordance with the guidelines of the company, of with the directives given by the company, by a subsidiary or by one of the a subsidiary or of one of the bodies of those companies; bodies of these companies; Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29497 3° the agreements by which a bondholder undertakes vis-à-vis the same 3° agreements in which a bondholder undertakes vis-à-vis the same companies or the same bodies to approve the proposals emanating from companies or the same bodies to approve the proposals of the bodies of the bodies of the company. the companies. § 2. The votes cast at the general meeting by virtue of the agreements § 2. Votes cast during a general meeting on the basis of agreements referred to in § 1, paragraph 2, are void. These votes result in the nullity of referred to in § 1, second paragraph, are null and void. Those votes entail the decisions taken unless they have had no impact on the validity of the the nullity of the decisions taken, unless they have had no influence vote taken. The action for nullity is prescribed six months after the vote. whatsoever on the validity of the vote taken. The claim for annulment lapses after six months from the vote. TITLE V. — Capital TITLE V. — Capital FIRST CHAPTER. — Capital increase Section one. CHAPTER I. — Capital increase Section — Common provisions I. — Common provisions Art. 302 Art. 302 The capital increase is decided by the general meeting under the To increase the capital is decided by the general meeting in accordance conditions required for the amendment of the articles of association, if with the rules set for the amendment of the articles of association, where necessary by applying article 288. appropriate with application of article 288. Art. 303 Art. 303 If the announced capital increase is not fully subscribed, the capital is If the capital increase has not been fully subscribed, the capital will only only increased up to the amount of the subscriptions collected if the be increased by the amount of the subscriptions issued, provided the issue conditions of the issue have expressly provided for this. possibility. conditions expressly provide for this. Art. 304 Art. 304 The company may not subscribe to its own shares, either directly or The company may not subscribe for its own shares, either directly or through a subsidiary company, or by a person acting in his own name but through a subsidiary, or through a person acting in its own name but on on behalf of the company or the company subsidiary company. behalf of the company or the subsidiary. A person who has subscribed in his own name but on behalf of the A person who has subscribed for shares in his own name but on behalf company or the subsidiary company is considered to have subscribed for of the company or of the subsidiary is deemed to have acted on his own his own account. account. All the rights relating to the shares subscribed by the company or its All rights attached to shares subscribed to by the company or subsidiary subsidiary are suspended, as long as these shares have not been alienated. will remain suspended as long as those shares have not been sold. Art. 305 Art. 305 Each share subscribed in cash must be paid up by at least one-fifth. At least one fifth of each share subscribed in cash must be paid up. Shares or parts of shares corresponding to contributions in kind must be Shares or parts of shares contributing in kind fully paid up. representing must be paid up in full at the time of registration. Art. 306 Art. 306 If an issue premium for the new shares is planned, the amount If an issue premium is requested on new shares, the amount of this of this premium must be paid in full upon subscription. premium must be paid in full upon subscription. Art. 307 Art. 307 The only decision to increase capital must be recorded by an authentic The mere decision to increase the capital must be established by an deed, which is filed with the registry in accordance with article 75. authentic deed to be deposited with the registry in accordance with Article 75. If the completion of the capital increase is recorded at the same time, the If at the same time the realization of the increase is established, the deed deed also mentions compliance with the legal conditions relating to the also states compliance with the legal requirements regarding the subscription subscription and the release of the capital. and payment of the capital. Art. 308 Art. 308 The realization of the increase, if it is not concomitant with the decision to The realization of the increase, if it does not take place simultaneously increase the capital, is recorded by an authentic deed, drawn up at the with the decision to increase the capital, will be established by an authentic request of the management body or one or more managers specially deed drawn up at the request of the administrative body or of one or more delegated for this purpose, upon presentation of supporting documents for specially authorized business managers on submission of the documents to the operation. The instrument is the subject of a deposit in accordance with proof of the transaction. The deed is deposited in accordance with Article 75. article 75. This deed also mentions compliance with the legal conditions relating to The deed also states compliance with the legal requirements the subscription and the release of capital. regarding the subscription and payment in full of the capital. Section II. — Capital increase by contributions in cash Sub-section 1. Section II. — Capital increase by way of cash contribution — Right of preference Subsection I. — Pre-emptive rights Art. 309 Art. 309 The shares to be subscribed in cash must be offered by preference to The shares subscribed for in cash must first be offered to the partners in associates in proportion to the part of the capital that their shares represent. proportion to the part of the capital represented by their shares. Holders of shares without voting rights have a preferential right in the The holders of shares without voting rights have a preferential right when event of the issue of new shares with or without voting rights, unless the new shares with or without voting rights are issued, except when the capital capital increase is carried out by issuing two proportional tranches of units, increase is effected by the issuance of two proportional tranches of shares, one with voting rights and the other without voting rights, the first of which is one with voting rights and the other without voting rights, on the understanding offered by preference to unitholders with voting rights and the second to that the first is preferably offered to the holders of shares with voting rights unitholders without right to vote. and the second to the holders of shares without voting rights. Machine Translated 29498by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL Art. 310 Art. 310 The preferential right may be exercised during a period which may not be The pre-emptive right can be exercised during a period of at least fifteen less than fifteen days from the date of the opening of the subscription. This days from the day on which the subscription is opened. The term is determined deadline is set by the general meeting. by the general meeting. The opening of the subscription as well as its exercise deadline are The issue with preferential subscription rights and the period in which it can announced by a notice brought to the attention of the partners by registered be exercised are announced in a message that is notified to the partners by letter. registered letter. Units which have not been subscribed in accordance with Article 309 may Shares that are not subscribed for as provided for in Article 309 can only be only be subscribed by the persons indicated in Article 249, paragraph 2, except subscribed for by the persons referred to in Article 249, second paragraph, with the at least half of the partners owning at least three quarters of the capital. subject to the consent of at least half of the partners who hold at least three quarters of the capital. Subsection II. — Release of contributions in cash Subsection II. — Deposit of the contribution in cash Art. 311 Art. 311 In the event of contributions in cash to be released when signing the deed In the case of a contribution in cash, to be deposited at the time of the recording the capital increase, the funds are previously deposited by payment execution of the deed establishing the realization of the capital increase, that or transfer to a special account. account opened in the name of the company money is deposited in advance by payment or transfer in a special account with La Poste (Postche`que) or a credit institution established in Belgium, other opened in the name of the company at De Post-La Poste ( postal check) or with than a municipal savings bank, governed by the law of March 22, 1993 on the a credit institution established in Belgium that is not a municipal savings bank status and supervision of credit institutions. A certificate justifying this filing is and to which the Law of 22 March 1993 on the legal status and supervision of appended to the deed. credit institutions applies. Proof of this deposit is attached to the deed. The special account must be at the exclusive disposal of the company. It The special account is held exclusively at the disposal of the company. This can only be disposed of by persons authorized to bind the company and after account can only be used by persons authorized to commit the company, and the acting notary has informed the body of the execution of the deed. only after the acting civil-law notary has notified the institution that the deed has been executed. If the increase is not realized within three months of the opening of the If the capital increase has not been effected within three months of the special account, the funds will be returned, at their request, to those who opening of the special account, the money will be returned to the depositors deposited them. who request it. Section III. — Capital increase by contributions in kind Section III. — Capital increase by way of contribution in kind Art. 312 Art. 312 Contributions in kind may only be remunerated by shares representing the Contribution in kind is not eligible for consideration with shares representing share capital if they consist of assets subject to economic valuation, at the the share capital, unless it consists of assets that can be valued according to excluding assets consisting of commitments relating to the execution of works economic standards, excluding obligations to perform work or services. or the provision of services. Art. 313 Art. 313 In the event that the capital increase includes contributions in kind, a report If a capital increase includes a contribution in kind, a statutory auditor or, for is drawn up beforehand by the statutory auditor, or, if there is none, by a companies where there is none, a statutory auditor, appointed by the board of statutory auditor of ´signed´ by the management body. directors, prepares a report. This report relates in particular to the description of each contribution in kind That report shall relate in particular to the description of each contribution in and to the valuation methods adopted. It indicates whether the estimates to kind and the valuation methods applied. The report must indicate whether the which these valuation methods lead correspond at least to the number and result of this method corresponds at least to the number and nominal value of nominal value, and, where applicable, to the issue premium of the units at issue the shares to be issued against the contribution and, if applicable, to the issue in return. The report indicates what is the remuneration actually allocated in premium of the shares to be issued against the contribution. The report states return for the contributions. what actual compensation is provided in return for the contribution. This report is attached to a special report in which the management body A special report is attached to this report, in which the board of directors sets out, on the one hand, the interest presented for the company by both the explains why both the contribution and the proposed capital increase are contributions and the capital increase proposed e and, on the other hand, the important for the company and, if necessary, why it deviates from the conclusion reasons for which, possibly, it deviates from the conclusions of the annexed of the attached report. report. The auditor's report and the special report of the management body are The report of the auditor and the special report of the management body are filed with the registry of the commercial court in accordance with article 75. filed with the registry of the commercial court in accordance with article 75. These reports are announced in the order of the day of the general meeting These reports are mentioned in the agenda of the general meeting that has to called to deliberate on the capital increase. decide on the capital increase. A copy of the reports shall be sent in accordance A copy of the reports is transmitted in accordance with article 269. with Article 269. The absence of the report provided for by this article entails the nullity of the The absence of the report results in the nullity of the decision of the general decision of the general meeting. meeting. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29499 Section IV. — Responsabilite´s Section IV. — Liability Art. 314 Art. 314 The managers are jointly and severally liable towards the interested parties, Notwithstanding any stipulation to the contrary, the business managers are despite any stipulation to the contrary: in section 214 and the amount of jointly and severally liable towards the interested parties: 1° for the full part of subscriptions; they are deemed to subscribe by right; the capital for which it would not have been validly subscribed, as well as for any difference between the amount referred to in Article 214 and the amount of the registrations; they are considered to be subscribers by operation of law; 2° the effective payment of at least one-fifth of the shares subscribed in cash 2° to the actual payment of at least one fifth of the shares subscribed for in and the full payment of the shares or parts of shares which represent cash and to the entire payment of the shares or parts of shares that represent contributions in kind, as well as of the part of the capital of which they are contributions in kind, as well as for the part of the capital for which they are deemed to be subscribers by virtue of 1°; regarded as tenderers in accordance with 1°; 3° the payment of shares subscribed in violation of Article 304; 3° to pay up in full the shares subscribed for in violation of Article 304; 4° compensation for the damage which is an immediate consequence either 4° to compensate the damage resulting directly from the lack or inaccuracy of the absence or falsity of the statements prescribed by articles 226 and 313, of the information prescribed by Articles 226 and 313, or from the apparent or of the manifest overvaluation of the contributions in nature. overvaluation of contributions in kind. Art. 315 Art. 315 Those who have made a commitment for third parties are deemed to be Those who have entered into an obligation for third parties are considered to personally bound if the names of the principals have not been given in the act be personally related if the name of the principals is not indicated in the deed, or if the mandate produced is not recognized as valid. The managers are jointly or if the mandate submitted is not recognized as valid. The business managers and severally bound by these commitments. are jointly and severally liable to fulfill those commitments. CHAPTER II. — Capital reduction CHAPTER II. — Capital reduction Art. 316 Art. 316 Any reduction in the share capital can only be decided by the general meeting A reduction of the share capital can only be decided by the general meeting under the conditions required for amendments to the articles of association in the manner required for the amendment of the articles of association, whereby subject to equal treatment of the partners who are under identical conditions. If the partners who find themselves in similar circumstances are treated equally. necessary, article 288 is applied. Where appropriate, Article 288 shall be applied. The invitations to the general meeting indicate the manner in which the The purpose of the reduction and the procedure to be followed for its proposed reduction will be made as well as the purpose of this reduction. realization shall be stated in the notice convening the general meeting to decide on a reduction in the capital. Art. 317 Art. 317 If the capital reduction takes place by reimbursement to the partners or by When the reduction of the capital is effected by a repayment to the partners total or partial exemption from the payment of the balance of the contributions, or by exemption in whole or in part from their obligation to pay their contribution the creditors whose claim arose prior to publication, have, within two months of in full, the creditors whose claim arose before the publication, within two months the publication in the Annexes to the Belgian Official Gazette of the decision to of the publication of the resolution to reduce the capital in the Appendices to the reduce the capital, despite any provision to the contrary, the right to require Belgian Official Gazette, the right, notwithstanding any provision to the contrary, security for debts not still expired at the time of this publication. The company to demand security for claims which have not yet lapsed at the time of such can set aside this claim by paying the claim at its value after deducting the publication. The company can fend off this claim by paying the claim according discount. to its value, less the discount. Failing agreement or if the creditor is not paid, the dispute is submitted by If no agreement is reached or if the debtor has not received payment, the the most diligent party to the president of the commercial court in whose dispute is submitted by the most diligent party to the president of the commercial jurisdiction the company has its registered office. `age. The procedure is court of the territory in which the company has its registered office. The introduced and learned and the decision is carried out according to the forms of procedure is initiated and heard and the decision is executed according to the the summary procedure. forms of summary proceedings. All rights excepted on the merits, the chairman determines the security to be Without prejudice to the substance of the case, the chairman shall determine provided by the company and sets the time limit within which it must be the security that the company must provide and the period within which this constituted, unless he decides that no security will be provided with regard either must be provided, unless he decides that no security is required, having regard to the guarantees and privileges enjoyed by the creditor, or to the solvency of to the guarantees or privileges available to the creditor. or on the good fortune the company. of the company. No reimbursement or payment to the partners may be made and no No distribution or repayment may be made to the partners and no exemption exemption from the payment of the balance of the contributions may be granted from the payment of the balance of the contribution is possible as long as the as long as the creditors, having asserted their rights within the period of two creditors who have asserted their rights within the aforementioned two-month months referred to above, will not have obtained satisfaction, unless an period have not been paid, unless their claim to obtain security by an enforceable enforceable judicial decision has rejected their claims to obtain a guarantee. court decision has been rejected. Machine Translated 29500by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL Art. 318 Art. 318 Article 317 does not apply to reductions in capital in order to compensate Article 317 does not apply to capital reductions to make up for a loss for a loss suffered or in order to constitute a reserve to cover a foreseeable suffered or to form a reserve to cover a foreseeable loss. loss. The reserve created to cover a foreseeable loss may not exceed 10% of The reserve formed to cover a foreseeable loss may not exceed 10% of the subscribed capital after capital reduction. This reserve cannot, except in the subscribed capital after capital reduction. Except in the event of a later the event of a subsequent capital reduction, be distributed to the reduction of the capital, this reserve may not be distributed to the partners; shareholders; it can only be used to compensate for losses incurred or to it may only be used to make good loss suffered or to increase the capital by increase the capital by incorporating reserves. conversion of reserves. In the cases referred to in this article, the capital may be reduced below In the cases provided for in this Article, the capital may be reduced below the amount fixed in article 214. However, the reduction below this amount the amount laid down in Article 214. only takes effect from the moment an increase takes place bringing the Such a reduction only takes effect when the capital is increased to a level at amount of capital to a level at least equal to the amount set out in Article least as high as the amount fixed in Article 214. 214. CHAPTER III. — Maintenance of share capital CHAPTER III. — Maintenance of share capital First section. — Beneficiary distribution Section I. — Profit Distribution First subsection. — Creation of a reserve fund Subsection I. — Creation of a reserve fund Art. 319 Art. 319 The general meeting makes an annual deduction of at least one-twentieth Annually, the general meeting withholds an amount of at least one of the net profits, allocated to the formation of a retirement fund. serve; this twentieth of the net profit for the formation of a reserve fund; the obligation deduction ceases to be mandatory when the reserve fund has reached one- to do so ceases when the reserve fund has reached one-tenth of the share tenth of the share capital. capital. Subsection II. — Distributable earnings Subsection II. — Distributable Profits Art. 320 Art. 320 § 1. No distribution may be made when, on the closing date of the last § 1. No distribution may be made if, on the closing date of the last financial financial year, the net assets as shown in the annual accounts are, or would year, the net assets, as evidenced by the annual accounts, have decreased become, following such a distribution, less less than the amount of the paid- or would decrease as a result of the distribution below the amount of the up capital or, if this amount is greater, of the called-up capital, increased by paid-up or, if this is higher of the called-up capital, increased by all reserves all the reserves that the law or the articles of association do not allow to be that may not be distributed by law or by the articles of association. distributed. By net assets, we mean the total assets as they appear on the balance Net assets are understood to mean: the total amount of the assets as sheet, less provisions and debts. shown in the balance sheet, less provisions and debts. For the distribution of dividends and tantie`mes, the assets cannot include: For the payment of dividends and shareholder's fees, equity may not 1° the amount not yet amortized of the start-up costs; include: 1° the not yet depreciated amount of the costs of formation and expansion; 2° save in exceptional cases, to be stated and justified in the notes to the annual accounts, the amount of the costs of research and 2° except in exceptional cases to be mentioned and justified in the development that has not yet been written off. appendix to the annual accounts, the amount not yet amortized of research and development costs. § 2. Any distribution made in contravention of § 1 must be returned by § 2. Any distribution contrary to § 1 must be repaid by those to whom the the beneficiaries of this distribution if the company proves that they were distribution has been made if the company proves that they knew that the aware of the irregularity of the distributions made in their favor or couldn't distribution in their favor was contrary to the regulations or, given the ignore it given the circumstances. circumstances, thereof. couldn't be ignorant. Section II. — Acquisition of own shares or certificates Section II. — Acquisition of own shares or depositary receipts First subsection. — Conditions of acquisition Subsection I. — Conditions of acquisition Art. 321 Art. 321 Notwithstanding any provisions to the contrary in the articles of association, Notwithstanding the provisions to the contrary in the articles of association, the company may not acquire its own shares or related certificates by way the company, whether itself or by persons acting in its own name but on of purchase or exchange, directly or by persons acting in their own name behalf of the company, may not acquire or subscribe to such the issue of but on behalf of of the company, or subscribe to such certificates after the the corresponding shares, then on the basis of a resolution of the general issue of the corresponding shares, only following a decision of the general meeting of partners. meeting ral of the partners. Unless more restrictive provisions of the articles of association, the Subject to stricter provisions in the articles of association, the resolution decision of the general meeting is only acquired if it obtains the approval of of the general meeting is only adopted if it obtains the consent of at least at least half of the partners possessing the three at least quarters of the half of the partners holding at least three quarters of the capital, after capital, after deducting the rights whose acquisition is proposed. The deduction of the rights whose acquisition is proposed . The statutory statutory limitation of the right to vote in accordance with Article 277 is not restriction on voting rights in accordance with Article 277 is not taken into taken into account. account. The general meeting sets in particular the maximum number of shares In particular, the general meeting determines the maximum number of or certificates to be acquired, the duration for which the authorization is shares or depositary receipts to be acquired, the duration for which the granted and which may not exceed eighteen months. , as well as the authorization to acquire is granted, which may not exceed eighteen months, minimum and maximum counter values. as well as the minimum and maximum value of the compensation. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29501 Art. 322 Art. 322 The acquisition can only take place under the following conditions: The acquisition can only take place if the following conditions are observed: 1° the nominal value of the acquired shares or of the shares to 1° the nominal value of the shares acquired or of the shares to which the which the certificates obtained relate, including those which the company certificates acquired relate, including those that the company would have has previously acquired and holds in its portfolio, as well as those acquired acquired previously and that it has in its portfolio, as well as those acquired by a person acting in his own name but on behalf of the company, may not by a person acting on his own own name but on behalf of this company, exceed 10% of the subscribed capital; may not exceed 10% of the subscribed capital; 2° the acquisition of shares or certificates can only take place to the 2° the acquisition of shares or depositary receipts can only take place extent that the sums allocated to this acquisition are likely to be distributed insofar as the amounts intended for that acquisition can be distributed in in accordance with article 320; accordance with Article 320; 3° the operation can only relate to fully paid-up shares 3° the transaction can only relate to fully paid-up shares or to depositary or on certificates relating to fully paid shares; receipts relating to fully paid-up shares; 4° the offer to acquire the shares or depositary receipts must be made under the same conditions with regard to 4° the offer to acquire shares or certificates must be made under the all partners or, where appropriate, with regard to all depositary receipt same conditions to all the partners or, where applicable, to all the holders of holders, unless the acquisition has been unanimously decided by a general certificates, except if the acquisition has decided unanimously by a general meeting at which all partners are present or represented and under the meeting at which all the partners were present or represented and under the conditions agreed unanimously by that meeting. conditions laid down at the unanimously by this assembly. Art. 323 Art. 323 Units and certificates acquired in violation of Articles 321 and 322 are null Shares and depositary receipts acquired in violation of the conditions of and void. When a certificate becomes null and void, the share which thereby Articles 321 and 322 are null and void by operation of law. If a depositary becomes the property of the company simultaneously becomes null and void. receipt becomes invalid by operation of law, the share that has thereby become the property of the company will simultaneously become invalid by operation of law. The management body expressly mentions the nullity in the share The administrative body expressly mentions the nullity register. in the register of shares. The first paragraph applies in proportion to the number of shares and The first paragraph applies in proportion to the shares and depositary certificates of the same category held by the company. receipts of the same category that the company holds. Art. 324 Art. 324 Articles 321, 322 and 326, paragraph 1, do not apply: 1° to Articles 321, 322 and 326, first paragraph, do not apply: 1° to shares shares acquired with a view to their immediate destruction, in execution acquired with a view to their immediate cancellation in implementation of of a decision of the general meeting to reduce capital in accordance with a decision of the general meeting to reduce capital in accordance with Article section 316; 316; 2° shares or certificates acquired following a transfer of assets on a 2° on shares or depositary receipts that are transferred to the company universal basis; by universal title; 3° fully paid-up shares or certificates relating to fully paid-up shares 3° on fully paid-up shares or on depositary receipts relating to fully paid- acquired during a sale made in accordance with articles 1494 and following up shares, obtained at a sale made in accordance with Articles 1494 et seq. of the Judicial Code with a view to recovering a claim of the company on the of the Judicial Code to settle a debt owed by the owner of those shares to owner of these shares. the company. The units or certificates acquired in the cases referred to in 2° and 3° Shares or depositary receipts acquired in the cases referred to in 2° and above must be alienated within a period of twelve months from their 3° must be sold within a period of twelve months from their acquisition for acquisition, up to the number of units or certificates necessary for the the amount of the number of shares or depositary receipts necessary for the nominal value of the shares or shares to which the certificates thus acquired nominal value of the acquired shares to be or of the shares to which the relate, including, where applicable, the shares and certificates acquired by a depositary receipts relate, including the shares and depositary receipts person acting in his name but on behalf of the company, does not exceed which the company may have acquired by a person acting in his own name 10% of the subscribed capital at the end of this period of twelve months. but on behalf of the company, does not exceed 10% of the period of twelve months in subscribed capital. The shares and certificates which were to be alienated by virtue of Shares and depositary receipts that had to be paragraph 2 and which have not been alienated within the prescribed period, are alienated and which are not alienated within the stipulated period are are null and void. Article 323 is applicable by analogy. null and void by operation of law. Article 323 applies mutatis mutandis. Subsection II. — Fate of shares and certificates acquired Subsection II. — Status of the acquired shares and depositary receipts Art. 325 Art. 325 § 1. As long as the units are recorded as assets on the balance sheet, an § 1. As long as the acquired shares are included in the assets of the unavailable reserve, the amount of which is equal to the value at which the balance sheet, an unavailable reserve must be formed, equal to the value units acquired are entered in the inventory, must be constituted. for which the shares are entered in the inventory come In the event of cancellation of the units, this unavailable reserve is In the event of cancellation of shares, this unavailable reserve will be deleted. If, by breach of the first paragraph, the unavailable reserve had not cancelled. If, in violation of paragraph 1, no unavailable reserve has been been constituted, the available reserves must be reduced proportionally and, established, the available reserves shall be reduced to that amount and, in In the absence of such reserves, the capital will be reduced by the general the absence of such reserves, the capital shall be reduced by the general meeting convened at the latest before the end of the current financial year. meeting held not later than before the close of the current financial year is convened. § 2. The rights relating to the shares acquired are suspended until they § 2. The rights attached to the acquired shares remain suspended until have been alienated or until they have become null and void. they have been sold or become null and void by operation of law. Machine Translated 29502by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP As long as the shares acquired remain in the assets of the company, the As long as the acquired shares form part of the company's assets, the dividends are distributed among the shares whose exercise of rights is not dividends will be paid in full for the shares whose rights have not been suspended. suspended. § 3. The right to dividends attached to acquired certificates is suspended. § 3. The dividend rights attached to the depositary receipts obtained are The same applies to the voting rights attached to the shares to which the suspended. This also applies to the voting rights attached to the shares to certificates acquired relate, insofar as these certificates were issued with the which the depositary receipts obtained relate, insofar as these depositary company's collaboration. receipts were issued with the cooperation of the company. As long as the certificates acquired remain in the assets of the company, As long as the certificates obtained form part of the company's assets, the dividends are distributed among the shares whose exercise of rights is the dividends will be paid in full for the shares whose rights have not been not suspended. suspended. Art. 326 Art. 326 The shares and certificates acquired in accordance with articles 321 and The company must dispose of the shares and depositary receipts acquired 322 must be alienated by the company within two years of the acquisition by pursuant to Articles 321 and 322, within two years of the acquisition, on the virtue of a decision of a general meeting. Assembly ruling under the quorum basis of a resolution of a general meeting taken with due observance of the and majority conditions provided for in Article 321, paragraph 2, and quorum and quorum requirements laid down in Article 321, paragraph 2. according to the procedures decided by this same meeting. majority and in the manner determined by that meeting. Units and certificates which were to be alienated by virtue of the first Shares and depositary receipts that had to be alienated pursuant to the paragraph and which have not been alienated within the prescribed period, first paragraph and that have not been alienated within the prescribed period are null and void. Article 323 is applicable by analogy. are null and void by operation of law. Article 323 applies mutatis mutandis. Art. 327 Art. 327 When a company becomes the owner of its own shares and certificates When a company becomes the owner of its own shares or depositary free of charge, these shares are null and void. Article 323 is applicable by receipts for free, those securities are null and void by operation of law. analogy. Article 323 applies mutatis mutandis. Subsection III. — Mentions in social documents Subsection III. — Entries in the company deeds Art. 328 Art. 328 The management report of the company which has acquired its own When the company acquires its own shares or depositary receipts, either shares or certificates, either by itself or by a person acting in its own name itself or by a person acting in his own name but on behalf of the company, but on behalf of the company, is supplemented at least by the following the annual report shall contain at least the following additional information: instructions: 1° the reasons for the acquisitions; 2° the number and nominal value or, 1° the reason for the acquisitions; failing this, the fractional value of the shares acquired and sold during the 2° the number and the nominal value or, in the absence of a nominal value, the financial year and of the shares to which the depositary receipts acquired accountable par value of the shares acquired or transferred and of the shares to and sold relate, as well as the part of the issued capital that these represent; which the certificates acquired or transferred during the financial year relate. , as 3° the value of the compensation of the acquired or transferred well as the fraction of the subscribed capital that they represent; (3) the equivalent value of the shares or certificates acquired or transferred; shares or depositary receipts; 4° the number and nominal value of all the shares acquired and held in 4° the number and nominal value of all shares that the company has the portfolio, and of the shares to which the certificates acquired and held in acquired and holds in portfolio, and of the shares to which the depositary the portfolio relate, as well as the fraction of the subscribed capital that they receipts acquired and in portfolio relate, as well as the part of the issued represent feel. capital that these represent. When the company is not required to draw up a management report, the If the company is not required to prepare an annual report, the information information referred to in the first paragraph must be mentioned in the referred to in the first paragraph shall be stated in the notes to the annual appendix to the annual accounts. accounts. Subsection IV. — Financing of the acquisition of own shares Subsection IV. — Financing the acquisition of own shares or certificates by a third party or depositary receipts by a third party Art. 329 Art. 329 § 1. A private limited liability company may not advance funds, nor grant § 1. A private limited company may not advance funds, grant loans or loans, nor give securities with a view to the acquisition of its shares by a third provide securities with a view to the acquisition of its shares by third parties party or with a view to the acquisition or subscription by a third party of or with a view to the acquisition or subscription by a third party of depositary certificates relating to its units. receipts relating to its shares . § 2. Paragraph 1 does not apply to advances, loans § 2. § 1 does not apply to advances, loans and sureties granted: and securities granted to: 1° to members of the personnel of the company for the acquisition of 1° members of the personnel of the company for the acquisition of shares shares in the latter or certificates relating to shares in the latter; of this company or of certificates relating to shares of that company; 2° to related companies in which at least half of the voting rights are held 2° affiliated companies of which at least half of the voting rights are held by members of the staff of the company, for the acquisition by these by the members of the staff of the company, for the acquisition by those companies of shares in the company or certificates relating to shares in the affiliated companies of shares of the company or of depositary receipts latter, to which at least half of the voting rights are attached. relating to shares of that company , to which at least half of the voting rights are attached. However, these operations can only take place to the extent that the However, these transactions may only take place if the amounts intended sums allocated to the operations set out in § 1 are likely to be distributed in for the transactions contained in § 1, are eligible for payment in accordance accordance with Article 320 . with Article 320. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP 29503 Sub-section V. — Pledge of own shares or certificates Subsection V. — Pledge of own shares or depositary receipts Art. 330 Art. 330 The pledging by a company of its shares or of certificates relating to its The taking of its shares or depositary receipts relating to its shares, by the shares, either by itself or by a person acting in his own name but on behalf of company itself or by a person acting in its own name, but on behalf of the the company, is assimilated to an acquisition for the application of Articles 321, company, is equated with an acquisition for the purposes of Articles 321 , 322, 322, 1° and 2°, 324, paragraph 1, 2°, and Article 328. 1° and 2°, 324, first paragraph, 2° and of Article 328. Notwithstanding any provision to the contrary, the company or the person Notwithstanding anything to the contrary, neither the company nor the acting in their own name but on behalf of the company cannot exercise the person acting in its own name but on behalf of the company may exercise the voting rights attached to the shares that have been pledged to them. voting rights attached to the shares pledged to them. Subsection VI. — Redemption of shares without voting rights Subsection VI. — Redemption of treasury shares without voting rights Art. 331 Art. 331 The articles of association may give the company the right to require the The articles of association may provide that the company may require the redemption of all of its own non-voting shares. A special stipulation is inserted repurchase of all its own shares without voting rights. A special provision is to this effect in the articles of association before the issue of these shares. registered in the articles of association before the issuance of these shares. Units may only be redeemed if the preferential dividend due in respect of Shares without voting rights can only be repurchased if the preference shares from previous years and the current year has been dividend due on the basis of previous financial years and the current financial inte´gralement verse´. year has been paid in full. The buyout is decided by the general meeting ruling under the conditions The repurchase is decided by the general meeting, which deliberates under required for amendments to the articles of association, subject to the equal the conditions required for an amendment to the articles of association, whereby treatment of partners who are in identical conditions. If necessary, article 288 is the partners who are in the same situation are treated equally. Where applied. The provisions of article 317 are applicable. appropriate, Article 288 shall be applied. The provisions of Article 317 shall apply mutatis mutandis. The shares without voting rights are canceled and the capital is automatically The shares without voting rights will be canceled and the capital will be reduced. reduced by operation of law. The price of shares without voting rights is determined on the day of The price of the shares without voting rights is determined on the date of the redemption, by mutual agreement between the company and a special meeting repurchase, by mutual agreement between the company and a special meeting of the selling partners gathered in accordance with articles 293 and 294 and of the selling partners, convened in accordance with Articles 293 and 294 and deliberating and deciding according to the quorum and majority conditions who deliberate and decide with due observance of the Article 288 certain rules provided for in article 288. In the event of disagreement on the price and despite on quorum and majority. any contrary provision of the articles of association, the price is set by an expert appointed by mutual agreement of the parties in accordance with article 31 or, If no agreement is reached on the price and notwithstanding anything to the failing agreement on the expert, by the president of the commercial court ruling contrary in the Articles of Association, the price shall be determined by an as referred. expert appointed by mutual agreement of the parties in accordance with Article 31 or, in the absence of agreement on the expert, appointed by the chairman of the commercial court that makes a decision as in interlocutory proceedings. Section III. — Social losses Section III. — Loss of share capital Art. 332 Art. 332 Unless more stringent provisions of the articles of association, if, as a result If, as a result of a loss suffered, the net assets have fallen to less than half of a loss, the net assets are reduced to an amount less than half of the share of the share capital, the general meeting must, subject to stricter provisions in capital, the general meeting must be met within a period not exceeding two the articles of association, meet within a maximum period of two months after months from the time when the loss was recognized or should have been by the loss has been determined or pursuant to legal or statutory provisions should virtue of legal or statutory obligations, with a view to to deliberate and decide, if have been adopted in order, where appropriate, to deliberate and decide on necessary, in the prescribed forms for the modification of the articles of the dissolution of the company and any other measures announced in the association, the possible dissolution of the company and possibly other agenda in accordance with the rules laid down for an amendment to the articles measures announced are on the agenda. of association. The management body justifies its proposals in a special report made The board of directors accounts for its proposals in a special report that is available to the shareholders at the company's head office fifteen days before made available to the partners at the registered office of the company fifteen the general meeting. If the management body proposes the continuation of days before the general meeting. activities, it sets out in its report the measures it intends to adopt with a view to If the board of directors proposes to continue the activity, it sets out in the report redressing the financial situation of the company. This report is announced in the measures it intends to take to restore the company's financial situation. the agenda. A copy of this report is sent in accordance with section 269. That report will be included in the agenda. A copy thereof shall be sent in accordance with Article 269. The same rules are observed if, as a result of loss, the net assets are The same applies if the net assets have fallen to less than a quarter of the reduced to an amount less than a quarter of the share capital but, in this case, share capital as a result of a loss suffered, on the understanding that the the dissolution will take place if it is approved. by a quarter of the votes cast at dissolution will take place if it is approved by one-fourth of the votes cast at the the meeting. meeting. When the general meeting has not been convened in accordance with this If the general meeting has not been convened in accordance with this article, the damage suffered by third parties is, unless proven otherwise, article, the damage suffered by third parties shall be deemed to result from the presumed to result of this lack of notice. absence of a convening notice, unless there is evidence to the contrary. The absence of the report provided for by this article entails the nullity of the The absence of the report referred to in this article results in the nullity of the decision of the general meeting. decision of the general meeting. Machine Translated 29504by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP Art. 333 Art. 333 When the net assets are reduced to an amount of less than 250,000 francs, When the net assets have fallen below the amount of 250 000 francs, any any interested party may ask the court to dissolve the company. The court interested party can request the dissolution of the company before the court. may, if necessary, grant the company a period of time to regularize its situation. Where appropriate, the court may grant the company a period in which to regularize its situation. TITLE VI. — Procedure for resolving internal disputes TITLE VI. — Dispute Resolution FIRST CHAPTER. — Exclusion CHAPTER I. — The exclusion Art. 334 Art. 334 One or more partners who together own either securities representing 30% One or more partners who jointly own securities representing 30% of the of the votes attached to all the existing securities, or shares whose nominal votes attached to all the existing securities, or shares whose par value or value or accountable par represents 30% of the capital of the company, may fractional value represents 30% of the company's capital, may, for valid request in court, for just reasons, that a partner transfer to the plaintiff his reasons to claim that a partner transfers to the plaintiffs his shares and all shares and all the securities he holds and which can be converted or give right convertible securities in his possession, which give the right to subscription or to subscription or exchange for shares in the company. conversion into shares of the company. Legal action cannot be brought by the company or by a subsidiary of the The claim cannot be brought by the company or by a subsidiary of the company. company. Art. 335 Art. 335 The action is brought before the president of the commercial court of the The claim is brought before the president of the commercial court of the judicial district in which the company has its registered office, sitting as a judicial district where the company's registered office is located; the latter sits summary judge. as in summary proceedings. The company must be subpoenaed. Otherwise, the judge postpones the The company must be summoned to appear. case to an early date. The company in turn informs the other shareholders. If this does not happen, the judge adjourns the case to a nearer date. The company in turn informs the other partners. Art. 336 Art. 336 The defendant may not, after the summons has been served on him, After the subpoena has been served, the defendant may not dispose of his alienate his shares or encumber them with real rights except with the agreement shares or encumber them with rights in rem, except with the consent of the of the judge or of the parties to the case. The judge's decision cannot be appealed.judge or the parties to the proceedings. There is no appeal against the decision of the judge. The judge may order the suspension of the rights linked to the shares to Except with regard to the right to dividends, the court may order that the be transferred, with the exception of the right to a dividend. This decision is not rights attached to the shares to be transferred be suspended. There is no subject to any appeal. appeal against this decision. Art. 337 Art. 337 When filing its first conclusions, the defendant attaches a copy of the When submitting his first claim, the defendant attaches a copy of the coordinated articles of association and a copy or an extract of all agreements coordinated articles of association, as well as a copy or an extract of all restricting the transferability of its shares. The judge takes care to respect the agreements restricting the transferability of his shares. When the judge orders rights resulting from the latter when he orders the forced transfer. The judge the forced transfer, he ensures that the rights attached to those shares are may, however, substitute himself for any party designated by these articles of observed. However, the court may take the place of any party designated in association or agreements to set the price for exercising a right of pre-emption, the statutes or the agreements to determine the price at which the pre-emption reduce the time limits for exercising pre-emption rights, exemption in return for right can be exercised and to shorten the periods within which the pre-emption a discount, and excluding the application of the agreement clauses applicable right at a discount can be exercised. exercised and to refuse the application of to partners. the approval clauses established for the benefit of the partners. Provided that the beneficiaries have been called to the cause, the judge To the extent that the beneficiaries are involved, the court may rule on the may rule on the legality of any agreement restricting the transferability of the legality of any agreement restricting the transferability of the defendant's shares on the part of the defendant or, where applicable, order the transfer of shares or, as the case may be, order that those agreements pass to the these agreements to the purchasers of the shares. transferees of the shares. Art. 338 Art. 338 The judge orders the defendant to transfer, within the time limit that he fixes The judge orders the defendant to transfer his shares to the plaintiffs within from the service of the judgment, his shares to the plaintiffs, and the plaintiffs the period set by him to be calculated from the date of service of the judgment to accept the shares against payment of the price that he fixes. and the plaintiffs to take over the shares against payment of the price he determines. The decision serves for the surplus as a title for the realization of the In all other respects, the decision serves as a title for the fulfillment of the formalities related to the sale when the securities are registered. formalities associated with the transfer, if the securities are registered. The takeover takes place, if necessary, after the exercise of any pre-emptive The takeover will take place, where appropriate, after the exercise of any rights referred to in the judgment, in proportion to the number of shares held pre-emption rights mentioned in the judgment, in proportion to each person's by each, at unless otherwise agreed. shareholding, unless otherwise agreed. The applicants are jointly and severally liable for the payment of the price. The claimants are jointly and severally liable to pay the price. The court's The judge's decision is provisionally enforceable, despite opposition or appeal. decision is provisionally enforceable notwithstanding opposition or appeal. If If the decision is carried out and an appeal is lodged, article 336 applies to the the decision is enforced and an appeal is lodged, Article 336 will apply to those purchasers of the shares. who acquire the shares. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29505 Art. 339 Art. 339 One or more partners together owning securities representing either 30% of the One or more partners who jointly own securities representing 30% of the votes votes attached to all the existing securities, or shares whose nominal value or attached to all of the existing securities, or shares whose nominal value or fractional accountable par represents 30% of the capital of the company, may request in court value represents 30% of the company's capital, may be sued for valid reasons. that, for valid reasons, the person who exercises the right to vote in a capacity other demand that any person exercising voting rights in a capacity other than owner than that of owner transfers his right to vote to the holder or to the other holders of transfers his voting rights to the owner or other holders of the share. the part. On pain of inadmissibility of the request, the other holder(s) of the share must be Under penalty of inadmissibility of the claim, the holder or the other holders of the summoned to appear, unless they are also requesters. share will be summoned to appear, unless they are also claimants. Articles 334, paragraph 2, 335, 336 and 337 apply to the procedure provided for Articles 334, second paragraph, 335, 336 and 337 are applicable to the in this article. procedure referred to in this Article. The judge's decision serves as the title for the realization of all The judge's decision shall serve as title to the fulfillment of all formalities related to the transfer of voting rights. formalities associated with the transfer of voting rights. CHAPTER II. — Withdrawal CHAPTER II. — The out-of-body experience Art. 340 Art. 340 Any shareholder may, for valid reasons, request in court that the Every partner can, for good reason, demand that his shares be taken over by the associated with the origin of these just motives, take up all its shares. partners to whom these good reasons relate. Articles 335, 336, paragraph 2, and 337, paragraph 2, are applicable. Articles 335, 336, second paragraph, and 337, second paragraph, apply. Article Article 337, paragraph 1, is applicable by analogy to the plaintiff. 337, first paragraph, shall apply mutatis mutandis to the claimant. Art. 341 Art. 341 The judge condemns the defendant to accept, within the time limit that he sets The judge orders the defendant to take over the shares against payment of the from the date of notification of the judgment, the shares against payment of the fixed fixed price and the plaintiff to transfer his securities to the defendants within the price and the plaintiff to return his shares to the defendants. period set by him to be calculated from the date of service of the judgment. Furthermore, the decision serves as the title for carrying out the formalities In all other respects, the decision shall serve as title for the fulfillment of related to the transfer. the formalities associated with the transfer. The recovery takes place, if necessary, after the exercise of any pre-emption The takeover takes place, where appropriate, after the exercise of any pre-emption rights referred to in the judgment. The defendants are jointly and severally liable for rights mentioned in the judgment. payment of the price. The defendants are jointly and severally liable to pay the price. The judge's decision is provisionally enforceable, despite opposition or appeal. If The judge's decision is provisionally enforceable, notwithstanding opposition or the decision is carried out and an appeal is lodged, article 337 applies to the appeal. If the decision is enforced and an appeal is lodged, Article 337 will apply to purchasers of the shares. those who acquire the shares. CHAPTER III. — From publication CHAPTER III. — Announcement Art. 342 Art. 342 The excerpt from the judicial decision that has become final or provisionally The extract from the final or provisionally enforceable judgment granting an enforceable pronouncing an exclusion or withdrawal under Articles 334 and 340 is exclusion or withdrawal pursuant to Articles 334 and 340 shall be deposited and filed and published in conformity lies in section 74. published in accordance with Article 74. TITLE VII. — Duration and dissolution TITLE VII. — Duration and dissolution Art. 343 Art. 343 Unless otherwise provided in the articles of association, private companies Unless otherwise provided in the articles of association, the private limited liability limited liability are established for an unlimited period. companies are entered into for an indefinite period. If a duration is fixed, the general assembly can decide, in the forms prescribed If the duration has been determined, an extension to a fixed duration or for an for the modification of the statutes, the extension for a limited or unlimited duration. indefinite period of time can be decided by the general meeting in accordance with the rules laid down for the amendment of the articles of association. The dissolution of the company for a limited or unlimited period may be requested The dissolution of a company, entered into for a definite or indefinite period, can in court for just cause. Apart from this case, the dissolution of the company can only be legally claimed for legal reasons. In addition, the company can only be dissolved result from a decision taken by the general meeting in the forms prescribed for the by a resolution of the general meeting in accordance with the rules laid down for the modification of the articles of association. Articles 39, 5°, and 45 are not applicable. amendment of the articles of association. Articles 39, 5° and 45 do not apply. Art. 344 Art. 344 In the event of the death of the sole shareholder and in the absence of any heirs, In the absence of beneficiaries upon the death of the sole partner, the estate the estate will be acquired by the state and the company will be dissolved as of right. reverts to the State and the partnership is dissolved by operation of law. In this case, the president of the commercial court will appoint a liquidator at the In that case, the president of the commercial court appoints a liquidator at the request of any interested party. Articles 1025 to 1034 of the Judicial Code apply. request of any interested party. Articles 1025 to 1034 of the Judicial Code apply. Machine Translated 29506by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL TITLE VIII. — Penal provisions TITLE VIII. — Criminal Provisions Art. 345 Art. 345 Will be punished with a fine of fifty francs to ten thousand francs: The following shall be punished with a fine of fifty francs to ten thousand francs: 1° the business managers and auditors and liquidators who fail to 1° the managers, auditors and liquidators who have neglected to convene a general meeting of partners or bondholders within three convene the general meeting of partners or bondholders within three weeks weeks of the request made to them; of the requisition which will be due to them been made; 2° the managers who have not submitted the acquisitions of assets to 2° the managers who do not subject the acquisitions to the approval of the authorization of the general meeting in accordance with article 222; the general meeting in accordance with article 222; 3° those who fail to 3° those who have not made the declarations required by article 226; make the statements as prescribed by Article 226; 4° the managers who have not presented the special report accompanied 4° the business managers who do not submit the special report together by the report of the statutory auditor or the auditor or, as the case may be, with the report of the statutory auditor, of the statutory auditor or, as the of the external chartered accountant, as is provided for in sections 219, case may be, of the external auditor, as prescribed by Articles 219, 222 222 and 313. and 313. Art. 346 Art. 346 Will be punished with a fine of fifty francs to ten thousand francs, those Shall be punished by a fine of fifty [euros] to ten thousand [euros] those who, directly or through an intermediary, have opened a public subscription who open a public subscription, directly or through intermediaries, for to shares or to the sale of the bonds of a company. private company with shares or for the sale of bonds of private limited liability companies. limited liability. Art. 347 Art. 347 Will be punished by a fine of fifty francs to ten thousand francs and may The following shall be punished by a fine of fifty [euros] to ten thousand also be punished by imprisonment for one month to one year: [euros] and a term of imprisonment of one month to one year: 1° managers who, in the absence of inventories or annual accounts, 1° the business managers who, in the absence of an inventory or annual despite inventories or annual accounts or by means of fraudulent inventories accounts, despite the inventory or annual accounts or by means of a or annual accounts, have contravened Article 320; fraudulent inventory or annual accounts, violate the requirement of Article 320; (2) the commissioner or the manager who has contravened sections 321 2° the statutory auditor or manager who infringes the regulation of to 328 or section 330; Articles 321 to 328 or of Article 330; 3° the statutory auditor or the manager who has made, by any use 3° the statutory auditor or manager who, by any means at the expense whatsoever, at the expense of the company, payments on the shares or of the company, make payments on the shares or recognize payments as accepted as made payments which are not actually made from the made that have not actually been made in the prescribed manner and times; company. manner and at the times prescribed; 4° those who have contravened article 217, article 304 or article 329. 4° those who infringe the requirement of Article 217, of Article 304 or of Article 329. Art. 348 Art. 348 Will be considered guilty of fraud and punished by the penalties provided To be considered guilty of fraud and punishable by the penalties laid by the Penal Code, those who have caused either subscriptions or down in the Criminal Code, those who, either subscriptions or deposits, or payments, or purchases of shares, bonds or other titles: instigated the purchase of shares, bonds or other securities: 1° by simulating subscriptions or payments to a company; 1° by pretending to be subscriptions or deposits in a company; 2° by the publication of subscriptions or payments which they know do 2° by announcing subscriptions or deposits of which not exist; they know they don't exist; 3° by the publication of the names of persons designated as being or to 3° by announcing the names of persons stating that they are or will be be attached to the company in any capacity whatsoever, when they know affiliated with the company in any capacity, if they know that this mention is that these designations are contrary to the truth; contrary to the truth; 4° by disclosing any other information of which they know 4° by the publication of any other facts which they know to be false. that it is incorrect. Art. 349 Art. 349 Will be punished with a fine of fifty francs to ten thousand francs: The following shall be punished by a fine of fifty francs to ten thousand francs: 1° those who knowingly register as owner of securities which do not 1° those who, by knowingly presenting themselves as owners of belong to them and participate in the vote in a general meeting; 2° those securities which do not belong to them, have taken part in the vote at a who have made the securities available for the purpose of using them as general meeting; 2° those who handed over the securities to make the use specified above; 3° those who knowingly participate in the vote in a general provided for above; meeting, although the voting right to which they are entitled has been suspended under this Code. 3° those who knowingly take part in the vote at a general meeting, while the voting rights they claim to exercise are suspended under this code. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29507 BOOK VII BOOK VII The Cooperative Society The cooperative company FIRST TITLE. — Provisions common to all TITLE I. — Provisions common to all cooperative cooperative societies companies FIRST CHAPTER. — Nature and qualifications CHAPTER I. — Nature and qualification Art. 350 Art. 350 A cooperative society is one that is made up of partners whose number and The cooperative company is a company composed of a variable number of contributions vary. partners with variable contributions. Art. 351 Art. 351 By way of derogation from article 1, the cooperative society must be formed By way of derogation from Article 1, the cooperative company must by at least three people. at least three persons are established. Art. 352 Art. 352 The articles of association must specify whether the liability of the partners of the It must be explicitly stated in the articles of association whether the partners of cooperative society is limited or unlimited. the cooperative company have limited or unlimited liability. When the cooperative society has opted for unlimited liability, the partners are When the cooperative company opts for unlimited liability, the partners are personally and jointly liable for the social debts and it bears the name of personally and severally liable for the debts of the company and it bears the cooperative society with liability. unlimited; when it has opted for limited liability, name of a cooperative company with unlimited liability; if the cooperative company the partners are only liable for social debts up to the amount of their contributions opts for limited liability, the partners only guarantee the debts of the company up and it bears the name of co-operative society with responsibility limited. to the amount of their contributions and it bears the name of a cooperative company with limited liability. Art. 353 Art. 353 The articles of association make no distinction between the partners from the In the articles of association, no distinction can be made between the partners point of view of their liability. with regard to their liability. CHAPTER II. — Incorporation CHAPTER II. — Establishment Section II. — Entire subscription Section I. — Full capital placement Art. 354 Art. 354 The company may not, with regard to the fixed part of the capital, subscribe With regard to the fixed part of the capital, the company may not subscribe to its own shares either directly, or through a subsidiary company, or by a person its own shares, either directly or through a subsidiary, or by a person acting in his acting in his own name but on behalf of the company. company or the subsidiary own name but on behalf of the company or its subsidiary. company. A person who has subscribed in his own name but on behalf of the company A person who has subscribed for shares in his own name but on behalf of the or the subsidiary company is considered to have subscribed for his own account. company or of the subsidiary is deemed to have acted on his own account. All rights relating to the shares subscribed by the company or its subsidiary All rights attached to shares subscribed to by the company or its subsidiary are suspended, as long as these shares have not been alienated. remain suspended as long as those shares have not been sold. Section II. — Mentions of the company deed Section II. — Content of the deed of incorporation Art. 355 Art. 355 The constitutive act mentions, in addition to the indications contained in In addition to the information included in the extract intended for publication, the extract intended for publication: the following information is stated in the deed of incorporation: 1° the designation of the 1° the description of the contributions; 2° contributions; 2° the conditions for the admission, resignation and exclusion of the conditions of entry, exit and exclusion of partners and the conditions for withdrawal of payment; partners and the conditions for taking back deposits; 3° the rules which determine the number and method of appointment of the 3° the regulations regarding the number and manner of appointment and members of the bodies responsible for administration, representation with respect dismissal of the persons charged with the management, representation vis-à-vis to third parties, control of the society, as well as the distribution of powers third parties and the supervision of the company, as well as the extent of their between these bodies and the duration of their terms of office; powers and their distribution between those bodies, and the duration of their assignment; 4° the rights of the partners; 4° the rights of the partners; 5° the method of convening the general meeting, the majority 5° the manner in which the general meeting is convened, the majority required required for the validity of the deliberations, the method of voting; to take valid decisions, the manner in which the vote is taken; 6° the distribution of profits and losses. 6° how the profit is distributed and the loss is apportioned. The proxies must reproduce the statements provided for by The powers of attorney must contain the information prescribed by Article 69, article 69, 1°, 2°, 4°, 5° and 11°, and by 1° of this article. 1°, 2°, 4°, 5° and 11°, and by the 1° of this Article. Machine Translated 29508by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL CHAPTER III. — Titles and their transfer CHAPTER III. — Securities and their transfer and transfer Section First section. — General provisions I. — General Art. 356 Art. 356 The shares of a cooperative society are nominative. They bear a serial number. The shares in a cooperative company are registered. They are provided with a serial number. Apart from these shares representing the contributions, no other kind of Apart from these shares that represent contributions, the cooperative company securities may be created which represent social rights or which give the right may not issue any other securities, which represent corporate rights or entitle to a share of the profits. them to a share of the profits. The issue of bonds and the rights attached thereto are governed by the The issuance of bonds and the rights attached thereto are governed by the articles of association. articles of association. Art. 357 Art. 357 § 1. A register is kept at the registered office of the cooperative society § 1. A share register is kept at the registered office of the cooperative shares, which each partner can consult. § 2. The company, which each partner can inspect. register of shares contains: 1° the surname, first § 2. The following is entered in the share register: 1° names and domicile of each partner; 2° the number of the name, first names and domicile of each partner; 2° the number of shares held by each partner as well as subscriptions for new shares and shares held by each partner, as well as subscriptions for new shares and redemptions of shares, with their date; (3) transfers of shares, with their date; 4° repayments, stating the date; 3° the transfers and transfers of shares, with their the date of admission, resignation or exclusion of each partner; (5) the amount date; 4° the date of entry, exit or exclusion of each partner; 5° the deposits of the payments made; 6° the amount of sums withdrawn in the event of made; 6° the statement of the amounts used for the withdrawal, for the partial resignation, withdrawal redemption of shares and for the withdrawal of deposits. partial shares and withdrawing payments. § 3. The management body is responsible for registrations. Registrations are § 3. The administrative body is charged with the registrations. The registrations made on the basis of supporting documents which are dated and signed. are made on the basis of documents with evidential value, which are dated and They are carried out in the order of their date. signed. They take place in the order of their date of submission. With regard to entries in the register of registered shares of a cooperative With regard to entries in the share register of a cooperative company with company with unlimited liability, the signature referred to in paragraph 1 commits unlimited liability, the signature referred to in paragraph 1 only binds the its author only. ' on the condition that it is preceded by the handwritten mention signatory on condition that it is preceded by the handwritten statement: "Good “Good for unlimited commitment and solidarity”. for unlimited and joint and several commitment ». Art. 358 art. 358 The management body may decide to split the register of shares into two The board of directors may decide to split the share register into two parts, parts, one of which is kept at the registered office of the company and the other one of which will be located at the registered office of the company and the other outside the registered office, in Belgium. or abroad. outside this registered office, in Belgium or abroad. A copy of each of the volumes will be kept at the place where A copy of each part shall be kept in the place where the other filed the other party; for this purpose, use will be made of photocopies. part rests; photocopies are used for this purpose. This copy will be regularly updated and, if that proves impossible, it will be This copy is regularly maintained and, if this is not possible, completed as soon as circumstances permit. corpse turns out, updated as soon as conditions permit. Unitholders have the right to have them entered in one of the two volumes of Holders of shares are entitled to have these registered in one of the two parts the register of their choice. They will be able to examine the two parts of the of the register of their choice. They may inspect the two parts of the register and register and their copy. their copy. The management body makes known the place where the second volume of the The place where the second part of the register is located is published by the register is deposited, by publication in the Annexes to the Belgian Official Gazette. administrative body in the Appendices to the Belgian Official Gazette. This This place can be modified by simple decision of the management body. position can be changed by an ordinary decision of the governing body. The decision of the management body splitting the register of registered The decision of the governing body to divide the register of registered shares into two parts can only be modified by a decision of the general meeting securities into two parts can only be amended by a resolution of the general in the forms prescribed for the modification. statutes. meeting, in the form prescribed for the amendment of the articles of association. Art. 359 Art. 359 Ownership of units is established by entry in the unit register. Ownership of the shares is proved by the subscription in the share register. Certificates evidencing these registrations will be issued to unitholders. Certificates of that registration are issued to the holders of the effects. Art. 360 Art. 360 If there are several owners of a share, the company has the right to suspend If a share belongs to several owners, the company may suspend the exercise the exercise of the rights relating thereto until only one person has been of the rights attached thereto until a single person has been designated as detained. signed as being the owner of the share with respect to him. owner in respect of the company. Art. 361 art. 361 The partner's personal creditors can only seize the interest and dividends due The personal creditors of the partner can only levy an attachment on the to him and the share that will be allocated to him upon the dissolution of the interest and dividends accruing to the partner and on the share allocated to him company. upon the dissolution of the company. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP 29509 Section II. — Transfer of shares Section II. — Transfer and transfer of shares Art. 362 Art. 362 The shares are freely transferable to partners, if necessary under the conditions The shares can be freely transferred to partners, in provided for in the articles of association. where appropriate, under the conditions laid down in the articles of association. Art. 363 Art. 363 The shares of a cooperative company with unlimited and joint liability representing However, the shares of a cooperative company with unlimited liability, which contributions in kind may not, however, be transferred until ten days after the deposit represent contributions in kind, cannot be transferred until ten days after submission of the two my annual accounts following their creation. Mention of their nature, the of the second annual accounts after their issuance. Their nature, the date of their date of their creation and their temporary non-transferability will be made on the issue and their temporary non-transferability are stated on the depositary receipts certificates and in the share register. and in the share register. Art. 364 Art. 364 The shares of a cooperative company may only be transferred to third parties to The shares can only be transferred to third parties under the persons and under the conditions provided for in Article 366. the conditions and to the persons referred to in Article 366. Art. 365 Art. 365 The assignment and transfer of shares is only binding on the company and third With regard to the company and third parties, the transfers and transfers of parties from the moment the declaration of transfer is entered in the share register. shares only take place from the date of registration in the share register. CHAPTER IV. — Changes in the list of partners and in the capital CHAPTER IV. — Changes in the composition of the company and of the social fund Section one. — Changes in the composition of society Section I. — Changes to the list of partners Art. 366 art. 366 Third parties may only be admitted to the company if: 1° they are Third parties can only join if they: 1° are designated nominally designated in the articles of association; 2° they belong by name in the articles of association; 2° belong to to the categories determined by the statutes and they fulfill the conditions required categories defined by the articles of association and meet the legal or statutory by law or the statutes to be associated; in this case, the approval of the general requirements to be a partner; in this case, permission for this is given by the general meeting is required, unless the articles of association have entrusted this competence meeting, unless the articles of association assign that power to another body. to another body. Art. 367 Art. 367 Unless otherwise provided by the articles of association, the partners have the Unless provided otherwise in the articles of association, the partners have the right to resign or withdraw part of their shares. This right can only be exercised right to withdraw or to take back part of their shares. This right may only be exercised during the first six months of the business year. during the first six months of the financial year. Art. 368 Art. 368 The admission of partners and, except in the case referred to in Article 369, The accession of partners and, except in the case referred to in Article 369, paragraph 2, their resignation only take effect from their entry in the register of second paragraph, their withdrawal, shall not apply until the date of registration of shares. pursuant to section 357. the relevant event in the share register in accordance with Article 357. Art. 369 Art. 369 The resignation is recorded in the register of shares in the margin of the name The withdrawal is recorded in the share register next to the of the resigning partner by the management body. name of the retiring partner by the governing body. If the management body refuses to record the resignation, it is received at the If the administrative body refuses to determine the resignation, the notice of registry of the justice of the peace at the head office. The clerk draws up the minutes termination will be received by the registrar of the peace court at the registered and notifies the company thereof by registered letter, sent within twenty-four hours. office of that company. The clerk of the court will draw up an official report and notify If necessary, the resignation takes effect from the day following the sending of the the company by registered letter to be sent within twenty-four hours. In that case, registered letter. the withdrawal applies from the day following the sending of the registered letter. Art. 370 Art. 370 § 1. Any shareholder may be excluded for just cause or for any other cause § 1. Every partner can be excluded for a valid reason or for another reason stated indicated in the articles of association. in the articles of association. The exclusion is pronounced by the general meeting unless the statutes attribute The exclusion is pronounced by the general meeting, this power to another body. unless the articles of association assign that power to another body. The partner whose exclusion is requested must be invited to The partner whose exclusion is requested should be requested to submit his know their observations in writing before the body responsible for deciding, within comments in writing to the body responsible for pronouncing the exclusion, within one month, sending a registered letter containing the reasoned proposal for exclusion. one month after a registered letter containing the reasoned proposal for exclusion has been sent. If he so requests in the writing containing his observations, the partner must be If he so requests in the document containing his comments, the partner must be heard. heard. Any exclusion decision is reasoned. Any exclusion decision shall be reasoned. § 2. The decision to § 2. The exclusion decision is noted in a report drawn up and signed by the exclude is recorded in an official report that is drawn up and signed by the management body. This report mentions the facts on which the exclusion is based. administrative authority. That official report states the facts on which the exclusion Mention of the exclusion is made in the share register. A certified copy of the is based. decision is sent by registered letter within fifteen days to the excluded shareholder. The exclusion is transferred to the share register. A certified copy of the decision will be sent to the excluded partner within fifteen days by registered letter. § 3. The articles of association cannot exclude the application of this article. § 3. The articles of association cannot prevent the application of this article. Machine Translated 29510by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL Art. 371 Art. 371 Any partner who resigns, is excluded or who has withdrawn part of his shares, The partner who has been excluded, who has resigned or who has partially remains personally bound within the limits to which he has agreed, for five years taken back his shares, remains personally responsible for all obligations by the from these facts, except in the case of prescription more short term established by partner for a period of five years from this event, unless the law determines a law, of all the commitments contracted before the end of the year in which his shorter limitation period, within the limits of his obligation as a partner. company exclusion, his resignation or the partial withdrawal of his shares took place. entered into before the end of the year in which its exclusion, withdrawal or partial repossession occurred. Art. 372 Art. 372 A copy of the mentions concerning them, appearing in the share register, is A copy of the registrations in the share register relating to them, in the manner delivered to the partners who request it, according to the method defined by the specified in the articles of association, will be provided to the partners who request articles of association. These copies cannot be used as proof against the entries it. These statements cannot be used as evidence against entries in the share made in the share register. register. Art. 373 Art. 373 The management body of a cooperative company for which the partners have The administrative body of a cooperative company, the partners of which have unlimited liability must file, every six months, at the registry of the commercial unlimited liability, must submit to the registry of the commercial court every six court, a list indicating, in order alphabetically the name, profession and domicile of months a list dated and certified by the signatories, drawn up in alphabetical order, all the partners, dated and certified true by the signatories. containing the names, states the profession and residence of all partners. Any person may consult the lists of partners free of charge and obtain a copy Anyone can inspect these lists of partners free of charge of them subject to payment of court fees. and receive a copy of it, against payment of the court fees. The management body will be responsible for any false statement in the said The governing body is responsible for any incorrect statement in these lists. lists. Section II. — Redemption of shares Section II. — Distribution of the value of the shares Art. 374 Art. 374 Any partner who resigns, is excluded or who has withdrawn part of his shares, The partner who has resigned, has been excluded or has partially taken back is entitled to receive the value of his shares as it will result from the balance sheet his shares, is entitled to a distribution of the value of his shares, as will be apparent for the business year during which these facts occurred. occurred. from the balance sheet of the financial year in which this event took place. Art. 375 Art. 375 In the event of the death, bankruptcy, failure or disqualification of a partner, his In the event of the death, bankruptcy, manifest insolvency or declaration of heirs, creditors or representatives recover the value of his shares in the manner incompetence of a partner, his heirs, creditors or representatives are entitled to determined by section 374. payment of the value of his share in accordance with Article 374. Art. 376 Art. 376 Partners who resign or are expelled or, in the event of the death, bankruptcy, The retired or excluded partners or, in the event of death, bankruptcy, manifest insolvency or disqualification of a partner, his heirs, creditors or representatives insolvency or declaration of incompetence of a partner, his heirs, creditors or cannot bring about the dissolution of the company. representatives cannot claim the liquidation of the company. Section III. — Changes in capital pay-up Section III. — Changes in paid-up capital Art. 377 Art. 377 Unless otherwise provided by the articles of association, where applicable, in Unless otherwise provided in the articles of association, where appropriate compliance with the provisions of articles 397 and 398 relating to the minimum subject to compliance with the provisions of articles 397 and 398 with regard to the amount of capital to be paid up, each shareholder has the right to withdraw the minimum amount of the capital to be paid up, each partner has the right to take amounts he has paid up. ´s, if the general meeting or another body empowered by back paid-up monies if the general meeting or another person to that effect body the statutes, authorizes it. This withdrawal does not exempt him from his obligation authorized in the articles of association grants him permission to do so. This to make a contribution. withdrawal does not release him from his obligation to contribute. CHAPTER V. — Bodies and control CHAPTER V. — Bodies and Control First section. — Management Section I. - Management Art. 378 Art. 378 If the articles of association are silent, the cooperative society is administered In the absence of the articles of association, the cooperative company is by an administrator, partner or not, appointed by the general assembly. managed by one director, who may or may not be a partner, appointed by the general meeting. Art. 379 Art. 379 Within eight days of their appointment or the termination of their duties, an Within eight days of the appointment or termination of office of the directors, an extract of the deed recording their power or the termination of their duties and extract signed by them from the deed establishing their competence or the bearing their signature must be filed with the registry of the commercial court. termination of their office must be deposited with the registry of the commercial court. Anyone can read these acts free of charge. Anyone can inspect these deeds free of charge and and obtain a copy against payment of court fees. receive a copy of it, against payment of the court fees. Art. 380 Art. 380 The directors are responsible, in accordance with common law, for the execution The directors are responsible to third parties and the company, in accordance of the mandate they have received and for any faults committed in their with common law, for the fulfillment of the task assigned to them and liable for the administration. shortcomings in their management. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29511 Section II. — General meeting of partners Section II. — General meeting of partners Art. 381 Art. 381 Fifteen days before the general meeting, the administrative body sends to the Fifteen days before the general meeting, the administrative body will immediately shareholders who request it, without delay and free of charge, a copy of the send a copy of the documents for which this code provides for this possibility to the documents for which this code prescribes. ´sees this possibility´. partners who request it, without delay and free of charge. Art. 382 Art. 382 Unless otherwise provided by the articles of association, all shareholders may vote Unless provided otherwise by the articles of association, all partners are entitled in the general meeting and each share gives the right to one vote. to vote in the general meeting and each share entitles the holder to one vote. Without prejudice to the specific provisions set out in this book and unless Without prejudice to the special provisions of this book and unless otherwise otherwise provided by the articles of association, resolutions are taken by majority provided by the articles of association, decisions are taken by majority and according and in accordance with the rules applicable to public limited companies. to the rules applicable to public limited liability companies. Art. 383 Art. 383 Unless otherwise provided by the articles of association, the general meeting is Unless otherwise provided by the articles of association, the convocation to the convened at least fifteen days before the general meeting by registered letter, signed general meeting is made at least fifteen days before the general meeting by registered by the directors. letter, signed by the directors. Art. 384 Art. 384 Unless otherwise provided by the articles of association, the general meeting Unless otherwise provided by the articles of association, the general meeting decides decides on the allocation of profits and losses. regarding the appropriation of the profit or loss. Section III. — Controˆle Section III. — Control Art. 385 Art. 385 By way of derogation from article 166, the articles of association may provide that By way of derogation from article 166, the articles of association may provide that the powers of investigation and control of individual shareholders are delegated to the investigative and control powers of the individual partners are transferred to one one or more shareholders responsible for this control. These controlling partners are or more partners entrusted with the control. These controlling partners are appointed appointed by the general meeting of shareholders. by the They may not exercise any other function, nor accept any other mandate in the general meeting of partners. They may not perform any other duties in the company company. They may be represented by an external chartered accountant. The or accept any other mandate. They can be represented by an external accountant. remuneration of the external chartered accountant is the responsibility of the company The remuneration of the external auditor is borne by the company if he was appointed if he has been appointed with its agreement or if this remuneration has been his with its consent or if this remuneration was charged to it pursuant to a court decision. office by judicial decision. In these cases, the observations of the external chartered In these cases, the comments of the external auditor are communicated to the accountant are communicated to the company. company. CHAPTER VI. — Duration and dissolution CHAPTER VI. — Duration and dissolution Art. 386 Art. 386 Unless otherwise provided in the articles of association, the following rules apply: Unless otherwise provided in the articles of association, the following rules apply: 1° the cooperative society is established for an unlimited period; 1° the cooperative company has been entered into for an indefinite period; 2° if the duration has been determined, an extension to a fixed duration or for an indefinite 2° if a duration is fixed, the general assembly can decide, in the prescribed forms period of time can be decided by the general meeting in accordance with the rules for the modification of the statutes, the extension for a limited or unlimited duration e; laid down for the amendment of the articles of association; 3° the dissolution of the cooperative for a limited or unlimited period may be 3° the dissolution of the cooperative company, entered into for a definite or requested in court for just cause. Apart from this case, the dissolution of the company indefinite period, can be legally claimed for legal reasons. In addition, the company can only result from a decision taken by the general meeting in the forms prescribed can only be dissolved by a resolution of the general meeting in accordance with the for the modification of the articles of association. Articles 39, 5°, and 45 are not rules laid down for the amendment of the articles of association. Articles 39, 5° and applicable to the dissolution of the cooperative society. 45 do not apply to the dissolution of the cooperative company. CHAPTER VII. — Penal provisions CHAPTER VII. — Criminal Provisions Art. 387 Art. 387 Will be punished by a fine of fifty francs to ten thousand francs and may also be The following shall be punished by a fine of fifty [euros] to ten thousand [euros] punished by imprisonment for one month to one year: and a term of imprisonment of one month to one year: 1° the statutory auditor or director who has made, by any means whatsoever, at 1° the statutory auditor or director who, by any means at the expense of the the expense of the company, payments on the shares or accepted as made payments company, make payments on the shares or recognize payments as made that have which are not actually made out of `re and at the times prescribed; not actually been made in the prescribed manner and times; 2° those who violate the provision of Article 354. (2) those who have contravened article 354. Art. 388 Art. 388 Will be considered guilty of fraud and punished by the penalties provided by the To be considered guilty of fraud and punishable by the penalties laid down in the Penal Code, those who have caused either subscriptions or payments, or purchases Criminal Code, those who provoke either subscriptions or deposits or purchases of of shares, bonds or other titles: shares, bonds or other securities: 1° by simulating subscriptions or payments to a company; 1° by pretending to be subscriptions or deposits in a company; 2° by announcing subscriptions or deposits of which 2° by the publication of subscriptions or payments which they know do not exist; they know they don't exist; Machine Translated 29512by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP 3° by the publication of the names of persons designated as being or to 3° by announcing the names of persons stating that they are or will be be attached to the company in any capacity whatsoever, when they know affiliated with the company in any capacity, if they know that this mention is that these designations are contrary to the truth; contrary to the truth; 4° by disclosing any other information of which they know 4° by the publication of any other facts which they know to be false. that it is incorrect. Art. 389 Art. 389 Will be punished with a fine of fifty francs to ten thousand francs: The following shall be punished by a fine of fifty francs to ten thousand francs: 1° those who knowingly register as owner of securities which do not 1° those who, by knowingly presenting themselves as owners of securities belong to them and participate in the vote in a general meeting; 2° those which do not belong to them, have taken part in the vote at a general who have made the securities available for the purpose of using them as meeting; 2° those who handed over the securities to make the use provided specified above; 3° those who knowingly participate in the vote in a general for above; meeting, although the voting rights to which they are entitled have been suspended by law. 3° those who knowingly take part in the vote at a general meeting, while the voting rights they claim to exercise are suspended by virtue of the law. TITLE II. — Provisions specific to a cooperative limited TITLE II. — Provisions specific to cooperative companies with limited liability company liability FIRST CHAPTER. — Incorporation CHAPTER I. — Establishment First section. — Fixed part and variable part of the capital Section I. — The fixed and variable part of the capital Art. 390 Art. 390 The articles of association determine the amount of the fixed part of the share capital. The articles of association determine the amount of the fixed part of the share capital. This amount may not be less than 750,000 francs. That amount may not be less than 750 000 francs. Art. 391 Art. 391 Prior to the incorporation of the company, the founders submit to the Before the establishment of the company, the founders submit to the acting notary a financial plan in which they justify the amount of the fixed acting notary a financial plan in which they justify the amount of the fixed part of the capital. This document is not published at the same time as the part of the capital. This document is not made public with the deed, but is deed but is kept by the notary. kept by the notary. Art. 392 Art. 392 The portion of the share capital that exceeds the amount of the fixed part The capital of the company that exceeds the fixed portion may vary, may vary, without any amendment to the articles of association being without requiring an amendment to the articles of association, as a result of required, due to the withdrawal of shares or additional subscriptions by the the addition or withdrawal of shares by partners, or as a result of entry, exit partners, or the admission, resignation or exclusion of associates. or exclusion of partners. Section II. — Capital subscription Section II. — Placement of capital First subsection. — General provision Subsection I. — General Art. 393 Art. 393 The company's share capital must be fully subscribed. The share capital of the company must be fully subscribed. Sub-Section II. - Contribution in kind Subsection II. - Pay in kind Art. 394 Art. 394 Contributions that do not consist of cash can only be remunerated by Non-cash contributions are only eligible for consideration with shares shares representing the share capital if they consist of assets liable to be representing the authorized capital if they consist of assets that can be valued at the same time. economic, excluding assets constituted by valued by economic standards, excluding obligations to perform work or commitments relating to the execution of works or the provision of services. services. This contribution is called contribution in kind. These contributions are called contributions in kind. Art. 395 Art. 395 In the event of a contribution in kind, a company auditor is appointed In the case of a contribution in kind, for the establishment of the prior to the constitution of the company by the founders. company a company auditor appointed by the founders. The auditor reports, in particular on the description of each contribution in The auditor prepares a report, in particular on the description of each kind and on the valuation methods adopted. The report indicates whether contribution in kind and on the valuation methods applied. The report must the estimates to which these valuation methods lead correspond at least to indicate whether the result of this valuation method at least corresponds to the number and nominal value of the units to be issued in consideration. the number and nominal value of the shares to be issued against the contribution. The report indicates the remuneration actually allocated in return for the The report shall state what actual compensation as consideration contributions. is provided for the input. The founders draw up a special report in which they set out the interest In a special report, the founders explain why the contribution in kind is that the contributions in kind represent for the company and, where important for the company and possibly also why the conclusion of the applicable, the reasons for which they deviate from the reviewer's auditor's report is deviated from. That report, together with the report of the conclusions. This special report is filed at the same time as that of the auditor, is filed with the registry of the commercial court, in accordance with auditor at the registry of the commercial court in accordance with article 75. Article 75. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29513 Sub-Section III. — Quasi-contribution Subsection III. — Quasi-input Art. 396 Art. 396 § 1. Any property belonging to one of the founders, to a director or to a § 1. With regard to any asset belonging to a founder, director or partner, partner that the company proposes to acquire within a period of two years from which the company intends to acquire within two years of its incorporation, its incorporation, where applicable pursuant to article 60, for a countervalue at where applicable with application of Article 60, for a remuneration of at least one- least equal to one tenth of the fixed portion of the share capital, is the subject of tenth of the fixed part of the share capital, a report is drawn up by the statutory a report drawn up either by the statutory auditor or, for companies that do not auditor, or in companies where there is none, by a company auditor appointed have one, by a company auditor appointed by the management body. by the board of directors. The first paragraph applies to the transfer made by a person acting in his The first paragraph applies to transfers made by a person acting in his own own name but on behalf of a founder, a director or a partner. name, but on behalf of a founder, director or partner. § 2. § 1 does not apply to acquisitions made within the limits of current § 2. Paragraph 1 does not apply to acquisitions in the ordinary course of operations concluded under the conditions and under the guarantees normally business of the company and which are made under the conditions and against required by the company for operations of the same kind , nor to acquisitions on the securities normally required by the company for similar transactions, nor to the stock market, nor to acquisitions resulting from a sale ordered by the courts. acquisitions on a stock exchange or to acquisitions made through a judicial sale. § 3. The report referred to in § 1 states the name of the owner of the property § 3. The report referred to in § 1 mentions the name of the owner of the that the company intends to acquire, the description of this property, as well property that the company proposes to acquire, the description of this property, as the compensation actually provided in consideration for the acquisition and the remuneration actually allocated in consideration for the acquisition and the the valuation method applied. The report must indicate whether the result of this valuation methods adopted. It indicates whether the estimates to which these valuation method is at least equal to the consideration given in consideration. valuation methods lead correspond at least to the compensation allocated in return for the acquisition. This report is attached to a special report in which the management body A special report is attached to this report, in which the board of directors sets out, on the one hand, the interest that the planned acquisition represents explains why the contemplated acquisition is important for the company and, if for the company and, on the other hand, on the other hand, the reasons for necessary, why it deviates from the conclusions of the attached report. The which, if any, he departs from the conclusions of the appended report. The report of the statutory auditor or the auditor and the special report of the auditor's or company auditor's report and the special report of the management administrative body shall be filed with the registry of the commercial court in body are filed with the registry of the commercial court in accordance with article accordance with Article 75. 75. This acquisition is subject to the prior authorization of the general meeting. This acquisition requires the prior approval of the general meeting. The reports The reports provided for in paragraph 2 are announced in the agenda. referred to in the second paragraph shall be included in the agenda. A copy of the reports is sent to the partners in accordance with article 381. A copy of the reports is sent to the partners in accordance with Article 381. The absence of the reports provided for by this article entails the nullity of the The absence of the reports referred to in this article results in the nullity of the decision of the general meeting. decision of the general meeting. Section II. — Release of capital Section III. — Deposit of capital Art. 397 Art. 397 The fixed portion of the share capital must be fully paid up as of the The fixed part of the share capital must be from the constitution up to 250,000 francs. incorporation must be fully paid up in the amount of 250 000 francs. Art. 398 Art. 398 Each unit representing a contribution in cash and each unit or part of a unit One quarter must be paid up in full for each share representing a contribution representing a contribution in kind must be paid up by one quarter. in cash and for each share representing in whole or in part a contribution in kind. Art. 399 Art. 399 In the event of contributions in cash to be released during the signing of the In the case of a contribution in cash, to be deposited when the deed is deed, the funds are, prior to the incorporation of the company, deposited by executed, that money is deposited before the incorporation of the company by payment or transfer to a special account opened in the name of the company deposit or transfer into a special account opened in the name of the company in being formed with La Poste (Postche`que) or a credit institution established in formation at De Post-La Poste. (Postal cheque) or with a credit institution Belgium, other than a communal savings bank, governed by the law of March established in Belgium that is not a municipal savings bank and to which the law 22, 1993 on the status and supervision of credit institutions. A certificate justifying of March 22, 1993 on the status and supervision of credit institutions applies. this filing is appended to the deed. Proof of this deposit is attached to the deed. The special account must be at the exclusive disposal of the company to be The special account is held exclusively at the disposal of the company to be set up. It can only be disposed of by persons authorized to bind the company incorporated. This account can only be used by persons authorized to commit and after the acting notary has informed the body of the execution of the deed. the company, and only after the acting civil-law notary has notified the institution that the deed has been executed. If the company is not incorporated within three months of the opening of the If the company is not established within three months of the opening of the special account, the funds are returned, upon request, to those who deposited special account, the money will be returned to the depositors who request it. them. Art. 400 Art. 400 The shares or parts of shares corresponding to contributions in kind must be Shares that correspond in whole or in part to a contribution in kind must be fully paid up within a period of five years from the incorporation of the company. fully paid up within a period of five years after the incorporation of the company. Machine Translated 29514by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL Section IV. — Formalite´s de constitution Section IV. — Incorporation formalities Art. 401 Art. 401 Notwithstanding any stipulation to the contrary, parties to the act Notwithstanding anything to the contrary, those who appear in the deed of constitutive are considered as founders. incorporation are considered founders. Art. 402 Art. 402 The constitutive act mentions, in addition to the indications provided for in In addition to the information included pursuant to Articles 69 and 355, the deed sections 69 and 355: of incorporation states: 1° that the legal conditions with regard to the placement 1° compliance with the legal conditions relating to the subscription and release and payment of the capital have been met; 2° the detailed description of each of capital; contribution in kind, the name of the person making the contribution, the name of 2° the specification of each contribution made in kind, the name of the the auditor and the conclusions of his report, the number and nominal value of contributor, the name of the auditor and the conclusions of his report, the number the shares issued in consideration for each contribution and, where applicable, the and nominal value of the shares issued in return of each contribution, as well as, other conditions under which the contribution is made. where applicable, the other conditions on which the contribution is made. The proxies must reproduce, in addition to the indications provided for in In addition to the information referred to in Article 355, second paragraph, the Article 355, paragraph 2, the statements referred to in paragraph 1, 2°. proxies must contain the information prescribed in the first paragraph, 2°. Section V. — Nullite´ Section V. — Invalidity Art. 403 Art. 403 The nullity of a cooperative limited liability company cannot The nullity of a cooperative company can only be pronounced in the following be pronounced only in the following cases: 1° if cases: 1° when the incorporation has not taken place in the required form; 2° if the the constitutive act is not drawn up in the required form; 2° if this deed of incorporation does not contain any information regarding the legal form, deed does not contain any indication regarding the form of the company, its name, registered office and purpose of the company, the contribution, the corporate name, its registered office, its corporate purpose, the contributions, the amount of the fixed part of the capital and the identity of the partners; amount of the fixed part of its capital and the identity of the partners; 3° if the corporate object is illegal or contrary to public order; 3° when the object of the company is illegal or contrary to public order; 4° when the number of founders of the company validly associated is less than three. 4° if the number of partners validly engaged, having appeared at the act in person or by mandate holders, is less than three. Art. 404 Art. 404 If the clauses of the constitutive act determining the distribution of profits or Provisions of the deed of incorporation that relate to the distribution of profits or losses are contrary to Article 32, these clauses are deemed to be unwritten. losses and that conflict with article 32 are considered unwritten. Section VI. - Responsibilities Section VI. — Liability Art. 405 Art. 405 Notwithstanding any statutory provision to the contrary, the founders are Notwithstanding any stipulation to the contrary, the founders are jointly and jointly and severally liable towards the interested parties: severally liable towards the interested parties: 1° for the part of the capital for which 1° of all the part of the capital which would not be validly subscribed as well as it would not have been validly subscribed, as well as for any difference between of the possible difference between the amount referred to in article 390, and the the amount referred to in Article 390 and the amount of the subscriptions ; they amount of the subscriptions; they are deemed to subscribe by right; 2° the effective are considered to be subscribers by operation of law; payment of a quarter of the shares and the share capital in accordance with what is provided for in Articles 397 and 398, as well as the share of the capital of 2° to the actual payment of one-fourth on the shares and of the share capital in which they are deemed to be subscribers. under 1°; accordance with Articles 397 and 398, as well as for the part of the capital for which they are regarded as subscribers in accordance with 1°; 3° compensation for the damage which is the immediate and direct 3° to compensate the damage resulting directly from the nullity of the company consequence, either of the nullity of the company pronounced by application of pronounced on the basis of Article 403, or from the lack in the deed of incorporation article 403, or of the absence, in the constitutive act, of the particulars prescribed of the information prescribed in Article 352, first paragraph, or from manifest by article 352, paragraph 1, ie of the manifest overvaluation of the contributions in overvaluation of the contributions in kind; kind; 4° the payment of shares subscribed in violation of Article 354; 4° to pay up in full the shares subscribed for in violation of Article 354; 5° of the commitments of the company in a proportion fixed by the judge, in the 5° for the obligations of the company, according to a ratio to be determined by event of bankruptcy pronounced within three years of the incorporation, if the fixed the court, in the event of bankruptcy pronounced within three years of the part of the share capital was, at the time of the incorporation , manifestly insufficient incorporation, if the fixed part of the share capital at the time of incorporation was to ensure the normal exercise of the planned activity for a period of at least two manifestly insufficient for the normal exercise of the company's business intended years; in this case, the financial plan prescribed by article 391 is transmitted to the activity in at least two years; the financial plan, prescribed by article 391, is in this court by the notary, at the request of the judge-commissioner or the public case submitted to the court by the notary, at the request of the examining prosecutor. magistrate or the public prosecutor. Art. 406 Art. 406 Notwithstanding any stipulation to the contrary, the administrators are jointly Notwithstanding any provision to the contrary, the directors are jointly and and severally liable towards the interested parties for the compensation of the severally liable towards interested parties for compensation for all damage that is damage which is an immediate and direct consequence of the manifest the direct and direct result of the apparent overvaluation of the assets obtained overvaluation of the goods acquired under the conditions set out. are in section 396. under the conditions of article 396. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29515 CHAPTER II. — Organs CHAPTER II. — Organs First section. — Powers of representation Section I. — Powers of representation Art. 407 Art. 407 The company is bound by the acts performed by the management body, even The company is bound by the actions of the board of directors, even if those if these acts go beyond the corporate purpose, unless it proves that the third actions fall outside its purpose, unless it proves that the third party was aware of party knew that the act of passed the corporate purpose or that he could not be them or, given the circumstances, could not have been unaware of them; unaware of it, given the circumstances, without the mere publication of the however, publication of the articles of association alone is not sufficient proof. articles of association being sufficient to constitute this proof. Section II. — Responsabilite´s Section II. — Liability Art. 408 Art. 408 The directors are responsible, in accordance with common law, for the The directors are liable in accordance with common law for the performance execution of the mandate they have received and for the faults committed in their of the duties assigned to them and for any shortcomings in their management. management. The directors are jointly and severally liable, either to the company or to third The directors are jointly and severally liable, either towards the company or parties, for any damages resulting from breaches of the provisions of this code towards third parties, for all damage resulting from a violation of the provisions of or of the company's statutes. this code or of the company's articles of association. They will only be released from this responsibility, as regards offenses in With regard to the violations in which they did not participate, they will only be which they have not taken part, if no fault is attributable to them and if they have released from that liability if no fault can be attributed to them and they have denounced these offenses to the assembly. the next general after they know denounced the violations at the first general meeting after they have become about it. aware of them. Art. 409 Art. 409 In the event of bankruptcy of the company and insufficient assets and if it is If, in the event of the bankruptcy of the company, the debts exceed the income, established that serious and manifest fault on their part contributed to the directors or former directors, as well as all other persons who have had actual bankruptcy, any director or former director, as well as any other person who management powers with regard to the affairs of the company, can be declared effectively held the power to administer the company te´, may be declared personally and jointly and severally liable for the whole or a part of the company's personally liable, with or without joint and several liability, for all or part of the debts up to the amount of the deficit, if it is established that an apparent gross social debts up to the amount of the insufficiency of assets. error committed by them contributed to the bankruptcy. Paragraph 1 is not however applicable when the bankrupt company has However, the first paragraph does not apply if the bankrupt company has achieved, during the three financial years preceding the bankruptcy, an average achieved an average turnover of less than 25 million francs, excluding value turnover lower than ` 25 million francs, excluding value added tax, and when the added tax, during the three financial years before the bankruptcy, and if the total balance sheet total at the end of the last financial year did not exceed 15 million balance sheet at the end of the last financial year did not exceed 15 million francs. francs. Section II. — General meeting of partners Section III. — General meeting of partners First subsection. — Information for shareholders Subsection I. — Information from the partners Art. 410 Art. 410 Fifteen days before the general meeting, the partners can Fifteen days before the general meeting, the partners may examine the following documents at the registered office: 1° the registered office of the company take cognizance of the following documents: annual accounts; 2° where applicable, the consolidated accounts; 1° the annual accounts; 2° where appropriate, the consolidated annual 3° the list of public funds, shares, bonds and other company accounts; 3° the list of public funds, shares, bonds and other securities that make up the portfolio; securities of companies making up the portfolio; 4° the annual report 4° the management report and the auditors' report. and the report of the statutory auditors. The annual accounts and the reports mentioned in paragraph 1, 4°, are The annual accounts and the reports referred to in the first paragraph, 4°, are forwarded to the partners in accordance with Article 381. sent to the partners in accordance with Article 381. Sub-Section II. — Holding of the general meeting Subsection II. — Conduct of the general meeting Art. 411 Art. 411 The general meeting hears the management report and the report of the The general meeting hears the annual report and the report of the auditors and discusses the annual accounts. supervisory directors and handles the annual accounts. After the approval of the annual accounts, the general meeting decides by After the approval of the annual accounts, the general meeting decides by special vote on the discharge of the directors and auditors. This disclaimer is separate vote on the discharge to be granted to the managing directors and only valid if the annual accounts contain neither omission nor false indication supervisory directors. This discharge is only valid if the true situation of the concealing the real situation of the company and, as regards acts carried out company is not hidden by any omission or incorrect statement in the annual outside the articles of association or in violation of this code, unless they have accounts, and, with regard to transactions that are contrary to the articles of been specifically indicated in the summons. association or this code, when these are specifically indicated in the convocation . Art. 412 Art. 412 The directors answer the questions put to them by the shareholders regarding The directors answer the questions put to them by the partners with regard to their report or the points on the agenda, insofar as the communication of data or their report or the agenda items, insofar as the communication of information or facts is not likely to cause serious harm to the company, the partners or the staff facts is not of such a nature that it would cause serious harm to the company, of the company. the partners or the personnel of the company. Machine Translated 29516by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL The auditors attend general meetings when they are called upon to The statutory auditors attend the general meeting when it has to deliberate deliberate on the basis of a report drawn up by them. In this case, they on the basis of a report drawn up by them. In that case, they answer the answer the questions put to them by the partners about their report. They questions put to them by the partners with regard to their report. They have have the right to speak at the meeting in connection with the performance the right to speak at the general meeting in connection with the fulfillment of of their duties. their duties. Sub-Section III. — Modification of the corporate purpose Subsection III — Change of purpose Art. 413 Art. 413 If the modification to the articles of association relates to the corporate If the amendment to the articles of association relates to the object of the purpose, a detailed justification of the proposed modification must be company, the board of directors must account for the proposed amendment presented by the management body in a report announced in the agenda. in detail in a report that is stated in the agenda. That report shall be attached to this report is a statement summarizing the company's active and accompanied by a statement of assets and liabilities established no more passive situation, as of a date not more than three months old. The than three months in advance. The statutory auditors report separately on commissioners report separately on this state. that state. A copy of these reports is sent to the partners, in accordance with article A copy of these reports is sent to the partners in accordance with article 381. The absence of the reports leads to the nullity of the decision of the 381. The absence of these reports will result in the nullity of the decision of general meeting. the general meeting. The general meeting can validly deliberate and decide on the modification The general meeting can only validly deliberate and decide on a change of the corporate purpose only if those who attend the meeting represent half of purpose if the attendees represent at least half of the share capital. of the corporate capital. If this condition is not met, a new convocation will be necessary. For the If the latter condition is not met, a second convocation is necessary and second assembly to deliberate validly, it will suffice that any portion of the the new meeting deliberates and decides validly, irrespective of the part of capital be represented there. the capital represented by the partners present. No modification is allowed unless it combines the four An amendment is only adopted if it has received at least four fifths of the at least fifths of the votes. votes. Subsection IV. — Prorogation of the general meeting Subsection IV. - Postponement of the general meeting Art. 414 Art. 414 The management body has the right to extend, at the meeting, the During the meeting, the administrative body has the right to postpone the decision relating to the approval of the annual accounts to three weeks. This decision regarding the approval of the annual accounts for three weeks. extension does not cancel the other decisions taken, unless the general This adjournment does not affect the other resolutions passed, unless meeting decides otherwise. The second meeting has the right to finalize the otherwise decided by the general meeting. The next meeting has the right annual accounts. to definitively adopt the annual accounts. Section IV. — Social action and minority action Section IV — Company claim and minority claim Subsection I. — First subsection. — Social action Company claim Art. 415 Art. 415 The general meeting decides whether to take legal action against the The general meeting decides whether a company action should be directors or the auditors. It may entrust one or more agents with the instituted against the directors or the statutory auditors. execution of this decision. It may appoint one or more agents for the implementation of that decision. Sub-Section II. — Minority action Subsection II - Minority Progress Art. 416 Art. 416 § 1. An action may be brought against the directors on behalf of the § 1. A claim against the directors may be borne by the company by minority shareholders. company by minority partners. This minority action is brought by one or more partners who, on the day This minority claim is instituted on behalf of the company by one or more of the general meeting which decides on the discharge of the directors, have partners who, on the day on which the general meeting pronounces on the securities to which is attached at least 10% of the votes attached to all the discharge to be granted to the directors, hold securities representing at least securities existing on this day or possessing on this same day securities 10% of the votes attached to all the securities existing on that day, or holding representing a fraction of the capital equal to fifty million Franks at least. on that same day securities representing a part of the capital worth at least fifty million francs. The action can only be brought by those who have not voted for the The claim can only be brought by persons who have not approved the disclaimer and by those who have voted for this disclaimer provided in this discharge and by persons who have approved the discharge but who are case that it is not valid. § 2. The fact that during the proceedings, one or found to be invalid. more shareholders cease to represent the group of minority shareholders, § 2. The fact that during the proceedings one or more partners cease to either because they no longer hold titles or because they renounce to represent the group of minority partners, either because they no longer hold participate in the action, shall have no effect either on the continuation of securities or because they waive the claim, does not affect the continuation the said proceedings or on the exercise of the remedies of the said procedure or the use of the remedies. appeal. § 3. If the legal representatives of the company exercise the social action § 3. If the legal representatives of the company institute the corporate and the minority action is also brought by one or more holders of securities, action, and a minority claim is also filed by one or more holders of securities, the proceedings are joined for connection. the claims will be combined because of their connection. § 4. A settlement entered into before the claim has been filed may be declared null and void § 4. Any transaction entered into before the initiating of the action may at the request of the holders of securities who meet the conditions set out be canceled at the request of the holders of securities meeting the conditions in § 1, if the settlement was not concluded in favor of all holders of securities. provided for in § 1 if it has not been made at the common benefit of securityholders. After the action has been brought, the company cannot transact with the Once the claim has been filed, the company can no longer enter into a defendants without the unanimous consent of those who remain plaintiffs in settlement with the defendants without the unanimous consent of those who the action. remain claimant of the claim. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP 29517 Art. 417 Art. 417 If the minority claim is dismissed, the plaintiffs may be personally ordered to If the minority claim is dismissed, the claimants may be personally ordered pay costs and, if applicable, damages to the defendants. to pay the costs and, if justified, to pay damages against the defendants. If the claim is granted, the sums which the plaintiffs have advanced, and If the claim is allowed, the amounts advanced by the claimants and not which are not included in the costs charged to the defendants, are reimbursed included in the costs ordered by the defendants will be reimbursed by the by the company. company. CHAPTER III. — Capital CHAPTER III. — Capital Section First section. — Capital increase I. — Capital Increase Art. 418 Art. 418 When the capital of a cooperative limited liability company is increased, each In the event of a capital increase in a cooperative company with limited share representing a contribution in cash and each share representing in whole liability, one quarter must be paid up in full on each share representing a or in part a contribution in kind must be released from a quarter. contribution in cash and each share representing wholly or partly a contribution in kind. Art. 419 Art. 419 The shares or parts of shares corresponding to contributions in kind must be Shares that correspond in whole or in part to a contribution in kind must be paid up within 5 years from the date of the decision to increase the capital. fully paid up within a period of five years after the decision to increase the capital. Art. 420 Art. 420 Where applicable, the notarial deed amending the articles of association Where appropriate, the deed amending the articles of association stipulates records compliance with the conditions concerning the subscription and that the conditions relating to the payment in full and the placement of the payment of shares. shares have been met. This document is the subject of a deposit at the registry in accordance with article 75. This deed is deposited with the registry in accordance with Article 75. Art. 421 art. 421 § 1. The only decision to increase the fixed part of the capital must be § 1. The mere decision to increase the fixed portion of the capital must be recorded by an authentic deed, which is filed with the registry in accordance established by an authentic deed to be deposited with the registry in accordance with article 75. with Article 75. If the completion of the capital increase is recorded at the same time, the If at the same time the realization of the increase is established, the deed deed also mentions compliance with the legal conditions relating to the also states compliance with the legal requirements regarding the subscription subscription and the release of the capital. § 2. The realization of the increase, and payment of the capital. § 2. The realization of the increase, if it does not if it is not concomitant with the decision to increase the fixed part of the take place simultaneously with the decision to increase the fixed part of the capital, is recorded by an authentic deed, drawn up at the request of the capital, shall be established by an authentic deed executed at the request of management body or one or more directors specially delegated for this the administrative authority or of one or more specially authorized directors is purpose, upon presentation of documents justifying the operation. The drawn up on presentation of the documents in support of the transaction. The instrument is the subject of a deposit in accordance with article 75. instrument shall be deposited in accordance with Article 75. This deed also mentions compliance with the legal conditions relating to The deed also states compliance with the legal requirements the subscription and the release of capital. regarding the subscription and payment in full of the capital. Art. 422 Art. 422 In the event of contributions in cash to be paid up when signing the deed In the case of a contribution in cash, to be deposited at the time of the recording the increase in the fixed part of the capital, the funds are deposited execution of the deed establishing the increase in the fixed part of the capital, by payment or transfer to a special account. account opened in the name of that money shall be deposited by deposit or transfer in a special account the company with La Poste (Postche`que) or a credit institution established in opened in the name of the company. at De Post-La Poste (Postcheque) or at Belgium, other than a municipal savings bank , governed by the law of March a credit institution established in Belgium that is not a municipal savings bank 22, 1993 on the status and supervision of credit institutions. A certificate and to which the Law of 22 March 1993 on the legal status and supervision of justifying this filing is appended to the deed. credit institutions applies. Proof of this deposit is attached to the deed. If the increase is not realized within three months of the opening of the If the increase in the fixed portion of the capital has not been effected within special account, the funds will be returned, at their request, to those who three months of the opening of the special account, the funds shall be returned deposited them. to the depositors who so request. When the contribution is not made within the framework of the increase in If the contribution is not part of an increase in the fixed part of the share the fixed part of the share capital, the funds are deposited in a special account capital, the money is deposited into a special account as determined in the first in the manner referred to in paragraph 1, at the time of admission or subscription paragraph, at the time of accession or addition of shares. Proof of this deposit for units. A certificate justifying this filing is submitted to the first general will be submitted to the next general meeting. meeting that follows. Art. 423 Art. 423 § 1. When a capital increase involves contributions in kind, a report is drawn § 1. In the case of a contribution in kind, the statutory auditor or, for the up beforehand either by the statutory auditor or, for the company that does not company where there is no such person, a statutory auditor appointed by the have one, by a statutory auditor. ´signed´ by the management body. management body, prepares a report in advance. This report covers the description of each contribution in kind and the That report covers the description of each contribution in kind and the valuation methods adopted. It indicates whether the estimates to which these valuation methods applied. The report must indicate whether the result of this valuation methods lead correspond at least to the number and nominal value valuation method corresponds at least to the number and nominal value of the and, where applicable, to the issue premium of the units at issue. put in return. shares to be issued against the contribution and, if applicable, to the issue The report indicates the remuneration actually allocated in return for the premium of the shares to be issued against the contribution. The report states contributions. what actual compensation is provided in return for the contribution. Machine Translated 29518by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL to this report is attached a special report, in which the management body A special report is attached to this report, in which the board of directors sets out, on the one hand, the interest that the contributions represent for the explains why both the contribution is important for the company and, if company and, on the other hand, the reasons for which, if any, he departs from necessary, also why it deviates from the conclusions of the attached report. the conclusions of the appended report. The auditor's report and the special report of the management body are filed The report of the auditor and the special report of the administrative body are with the registry of the commercial court in accordance with article 75. These filed with the registry of the commercial court in accordance with Article 75. reports are announced in the order the day of the general meeting which must These reports are mentioned in the agenda of the general meeting that has to decide on the capital increase. A copy of the reports is sent to the partners in decide on the capital increase. A copy of the reports is sent to the partners in accordance with article 381. accordance with Article 381. § 2. When the contribution in kind is not made within the framework of the § 2. If the contribution in kind is not part of an increase in the fixed part of the increase in the fixed part of the share capital, these reports are submitted to the share capital, these reports are submitted to the next general meeting, which first general meeting which takes place decides on the value attributed to the decides on the value attributed to the contribution and on the remuneration, by contribution and its remuneration, by the majority required for the increase of the majority required for the increase of the fixed part of the capital, without the fixed part of the share capital, without taking into account the votes attached taking into account the votes attached to the shares issued in exchange for the to the shares and in exchange for this contribution. contribution. § 3. The absence of the reports referred to in this article results in the nullity of the decision of the general meeting. § 3. The absence of the reports provided for by this article entails the nullity of the decision of the general meeting. Art. 424 Art. 424 Notwithstanding any provision to the contrary, those who administer the Notwithstanding any stipulation to the contrary, the directors of company are jointly and severally liable towards the interested parties in the the company is jointly and severally liable towards the interested parties: event of a capital increase: 1° for all the fixed part of the capital which is not validly subscribed as well as for the difference, if any, between the amount 1° for the fixed part of the capital which would not have been validly referred to in article 390 and the amount of the subscriptions; they are deemed subscribed, as well as for any difference between the amount referred to in to subscribe by right; Article 390 and the amount of the subscriptions; they are considered to be subscribers by operation of law; 2° the effective payment of a quarter of the shares, the effective payment 2° to the actual payment of one-fourth on the shares, to the actual payment within five years of the shares corresponding in whole or in part to contributions within five years of the shares that correspond wholly or partly to a contribution in kind, as well as from the capital of which they are deemed to be subscribers in kind, as well as for the part of the capital for which they are regarded as by virtue of 1°; subscribers in accordance with 1°; 3° compensation for the damage which is the immediate and direct 3° to compensate for the damage resulting directly and directly, either from consequence, either of the absence of the statements prescribed by Article 69, the lack of the information prescribed in Article 69, 1°, or from the apparent 1°, or of the manifest overvaluation of the contributions in nature. overvaluation of the contributions in kind. Section II. — Reduction of the fixed part of the capital Section II. — Reduction of the fixed portion of the capital Art. 425 Art. 425 Any reduction in the fixed part of the share capital can only be decided by A reduction of the fixed part of the share capital can only be decided by the the general meeting under the conditions required for amendments to the general meeting in the manner required for the amendment of the articles of articles of association subject to equal treatment of the partners. who are in association, whereby the partners who find themselves in similar circumstances identical conditions. are treated equally. The invitations to the general meeting indicate the manner in which the The purpose of the reduction and the procedure to be followed for its proposed reduction will be made as well as the purpose of this reduction. realization are stated in the notice convening the general meeting. Art. 426 Art. 426 § 1. If the reduction of the fixed part of the capital takes place by § 1. When the reduction of the fixed part of the capital is effected by reimbursement to the partners or by total or partial exemption from the payment repayment to the partners or by total or partial exemption from their obligation of the balance of the contributions, the creditors whose claim has arisen ante to pay their contribution in full, the creditors whose claim arose before the subsequent to publication, have, within two months of publication in the Annexes publication, within two months of the publication of the resolution to reduce the to the Belgian Official Gazette of the decision to reduce the capital, capital in the Appendices to the Belgian Official Gazette, the right, notwithstanding notwithstanding any provision to the contrary, the right to demand security for any provision to the contrary, to demand security for claims not yet due at the the cre ances not yet due at the time of this publication. The company can set time of such publication. The company can fend off this claim by paying the aside this request by paying the debt at its value, after deducting the discount. claim according to its value, less the discount. failing agreement or if the creditor is not paid, the dispute is submitted by the If no agreement is reached or if the creditor has not received payment, the most diligent party to the president of the commercial court in whose jurisdiction dispute shall be submitted by the most diligent party to the president of the the company has its seat. The procedure is introduced, instructed and executed commercial court of the jurisdiction in which the company has its registered according to the forms of the summary procedure. office. The procedure is initiated and heard and the decision is executed according to the forms of summary proceedings. All rights excepted on the merits, the chairman determines the security to be Without prejudice to the substance of the case, the chairman shall determine provided by the company and sets the time limit within which it must be the security that the company must provide and the period within which such constituted, unless he decides that no security will be provided with regard security must be provided, unless he decides that no security is required, having either to the guarantees and privileges enjoyed by the creditor, or to the regard to the guarantees or privileges available to the creditor. or on the good solvency of the company. fortune of the company. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29519 No reimbursement or payment to the partners may be made and no No distribution or repayment may be made to the partners and no exemption from the payment of the balance of the contributions may be exemption from the payment of the balance of the contribution is possible made as long as the creditors, having asserted their rights within the period as long as the creditors who have asserted their rights within the of two months referred to above, will not have obtained satisfaction, unless aforementioned two-month period have not been paid, unless their claim to an enforceable judicial decision has rejected their claims to obtain a obtain security by an enforceable court decision has been rejected. guarantee. § 2. § 1 does not apply to capital reductions with a view to settling a loss § 2. Paragraph 1 does not apply to capital reductions to settle a loss suffered or with a view to constituting a reserve to cover a foreseeable loss. suffered or to form a reserve to cover a foreseeable loss. The reserve constituted to cover a foreseeable loss may not exceed The reserve formed to cover a foreseeable loss may not exceed 10% of 10% of the subscribed capital after reduction. This reserve cannot, except the subscribed capital after capital reduction. Except in the event of a later in the event of a subsequent capital reduction, be distributed to the reduction of the capital, this reserve may not be distributed to the partners; shareholders; it can only be used to compensate for losses incurred or to it may only be used to make good loss suffered or to increase the capital by increase the capital by incorporating reserves. conversion of reserves. In the cases referred to in this paragraph, the fixed part of the capital In the cases referred to in this paragraph, the fixed portion of the capital may be reduced below the amount fixed in Article 390. However, such a may be reduced below the amount fixed in Article 390. Such a reduction reduction only comes into effect from the time of an increase bringing the only takes effect when the fixed portion of the capital is increased to a level amount of the fixed part of the capital to a level at least equal to the amount at least as high as the amount fixed in Article 390. set in article 390. Section III. — Maintenance of Section III. — Capital maintenance Subsection I. capital Subsection one. — Reimbursement of the value of the shares — Distribution of the value of the shares Art. 427 Art. 427 The right of the partners to reimbursement of their share exists only The right of the partners to a distribution of the value of their share arises insofar as this reimbursement does not have the consequence that the net only to the extent that this distribution does not result in the net assets, as assets, as determined by article 429, would become impaired. less than the determined in Article 429, falling below the fixed part of the capital. fixed portion of the share capital. Sub-Section II. — Beneficiary distribution Subsection II. — The profit distribution Art. 428 Art. 428 The general meeting makes an annual deduction of at least one-twentieth An amount of at least one twentieth is taken from the net profit each year of the net profits, allocated to the formation of a retirement fund. serve; this by the general meeting for the formation of a reserve fund; the obligation to deduction ceases to be mandatory when the reserve fund reaches one- draw down ceases when the reserve fund has reached one-tenth of the tenth of the fixed portion of the share capital. fixed part of the share capital. Art. 429 Art. 429 § 1. No distribution may be made when, on the closing date of the last § 1. No distribution may be made if, on the closing date of the last financial year, the net assets as shown in the annual accounts are, or would financial year, the net assets, as evidenced by the annual accounts, have become, following such a distribution, less less than the amount of the fixed fallen or would fall as a result of the distribution below the amount of the part of the capital or the paid-up capital when the latter is less than the fixed fixed part of the capital or of the paid-up capital, if this is less than the fixed part of the capital, increased by all the reservations that the law or the part of the capital, increased by all reserves that may not be distributed by articles of association do not allow distribute. law or the articles of association. By net assets, we mean the total assets as they appear on the balance Net assets must be understood to mean: the total amount of the assets sheet, less provisions and debts. as shown in the balance sheet, less provisions and debts. For the distribution of dividends and tantie`mes, the assets cannot For the payment of dividends and shareholder's fees, equity may not include: 1° the amount not yet amortized of the start-up costs; include: 1° the not yet depreciated amount of the costs of formation and expansion; 2° save in exceptional cases, to be stated and justified in the notes to the annual accounts, the amount of the costs of research and 2° except in exceptional cases to be mentioned and justified in the development that has not yet been written off. appendix to the annual accounts, the amount not yet amortized of research and development costs. § 2. Any distribution made in contravention of § 1 must be returned by § 2. Any distribution contrary to § 1 must be repaid by those to whom the the beneficiaries of this distribution if the company proves that they were distribution has been made if the company proves that they knew that the aware of the irregularity of the distributions made in their favor or couldn't distribution in their favor was contrary to the regulations or, given the ignore it given the circumstances. circumstances, thereof. couldn't be ignorant. Sub-Section III. — Purchase financing Subsection III. — Financing of purchase of own shares own shares by third parties by third parties Art. 430 Art. 430 § 1. A cooperative company with limited liability may not advance funds, § 1. A cooperative company with limited liability may not advance funds, grant loans or give securities with a view to the acquisition of its shares by grant loans or provide securities with a view to acquiring its shares or its a third party. profit-sharing certificates by third parties. § 2. Paragraph 1 does not apply to: 1° transactions in the ordinary course of business that take place under § 2. § 1 does not apply: 1° to the conditions and against the securities normally required for similar current operations concluded under the conditions and under the transactions from companies covered by the law of March 22, 1993 on guarantees normally required for operations of the same kind, by companies the statute of and supervision of credit institutions; governed by the law of 22 March 1993 on the status and supervision of credit institutions; Machine Translated 29520by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 2° to advances, loans and sureties granted to members of the personnel of 2° on the advances, loans and securities granted to the members of the staff the company for the acquisition of shares in the latter or to related companies, of the company for the acquisition of shares in this company, or to affiliated half of which at least voting rights is held by the members of the personnel of companies of which at least half of the voting rights are held by the members the company, for the acquisition by these related companies, of shares in the of the personnel of the company, for the acquisition by these affiliated company, to which is attached at least half of the voting rights. companies of shares of the company, to which at least half of the voting rights are attached. However, these operations can only take place to the extent that the sums However, these transactions may only take place if the amounts intended for allocated to the operations set out in § 1 are likely to be distributed in accordance the transactions contained in § 1, are eligible for payment in accordance with with Article 429 . Article 429. Sub-Section IV.— Social losses Subsection IV. — Loss of share capital Art. 431 Art. 431 Unless more stringent provisions of the articles of association, if, as a result If, as a result of a loss suffered, the net assets have fallen to less than half of a loss, the net assets are reduced to an amount less than half of the fixed of the fixed part of the share capital, the general meeting must, subject to part of the share capital, the general meeting must be met within a period not stricter provisions in the articles of association, meet within a maximum period exceeding two months from the moment the loss was recognized or should of two months after the date of the loss has been determined or should have have been by virtue of legal obligations or statutes, with a view to deliberating been determined pursuant to legal or statutory provisions in order, where and deciding, if need be, in the prescribed forms for the modification of the appropriate, to deliberate and decide on the dissolution of the company and statutes, of the possible dissolution of the company and possibly of other any other measures announced in the agenda in accordance with the rules laid measures announced in the agenda. down for an amendment to the articles of association . The management body justifies its proposals in a special report made The board of directors accounts for its proposals in a special report that is available to the shareholders at the company's head office fifteen days before made available to the partners at the registered office of the company fifteen the general meeting. If the management body proposes the continuation of days before the general meeting. activities, it sets out in its report the measures it intends to adopt with a view to If the board of directors proposes to continue the activity, it shall set out in the redressing the company's financial situation. This report is announced in the report the measures it intends to take to restore the company's financial agenda. A copy of this report is made available to the partners in accordance situation. That report will be included in the agenda. A copy is made available with Article 381. A copy is also sent without delay to the persons who have to each partner in accordance with article 381. A copy is also sent without delay completed the formalities prescribed by the articles of association. to be to those who have complied with the formalities prescribed by the articles of admitted to the meeting. association to be admitted to the meeting. The same rules are observed if, as a result of a loss, the net assets are The same applies if the net assets as a result of losses suffered have fallen reduced to an amount less than a quarter of the fixed part of the share capital to less than one quarter of the fixed part of the share capital, on the but, in this case, the dissolution will take place. if it is approved by a quarter of understanding that the dissolution will take place when it is approved by a the votes cast at the meeting. quarter of the votes cast at the meeting. When the general meeting has not been convened in accordance with this If the general meeting has not been convened in accordance with this article, the damage suffered by third parties is, unless proven otherwise, article, the damage suffered by third parties shall be deemed to result from the presumed to result of this lack of notice. absence of a convening notice, unless there is evidence to the contrary. The absence of the report provided for by this article entails the nullity of the The absence of the report referred to in this article results in the nullity of the decision of the general meeting. decision of the general meeting. Art. 432 Art. 432 When the net assets are reduced to an amount of less than 250,000 francs, When the net assets have fallen below the amount of 250 000 francs, any any interested party may ask the court to dissolve the company. The court may, interested party can request the dissolution of the company before the court. if necessary, grant the company a period of time to regularize its situation. Where appropriate, the court may grant the company a period in which to regularize its situation. CHAPTER IV. — Penal provisions CHAPTER IV. — Criminal Provisions Art. 433 Art. 433 Will be punished with a fine of fifty francs to ten thousand francs: The following shall be punished by a fine of fifty [euros] to ten thousand [euros]: 1° directors who do not subject the acquisitions to the approval of the 1° directors who have not submitted the acquisition of assets to the general meeting in accordance with article 396; 2° directors who do not authorization of the general meeting in accordance with Article 396; submit the special report together with the report of the statutory auditor, of the 2° the directors who have not presented the special report accompanied by statutory auditor or, as the case may be, of the external auditor, as required the report of the auditor, the company auditor or, as the case may be, the by Articles 395, 396 and 423; external chartered accountant, as required. seen in articles 395, 396 and 423; 3° directors who have not made the declarations required by 3° the directors who fail to make the statements which are sections 402 and 420. prescribed by Articles 402 and 420. Art. 434 Art. 434 Will be punished by a fine of fifty francs to ten thousand francs and may also Shall be punished by a fine of fifty [euros] to ten thousand [euros] and a term be punished by imprisonment of one month to one year, directors who have of imprisonment of one month to one year, in addition, the directors who pay distributed dividends or directors' fees in violation of the section 429. dividends or directors' fees in violation of Article 429. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29521 TITLE III. — Change in the liability of the partners of a cooperative TITLE III. — Amendment of the liability of the partners company of a cooperative company Art. 435 Art. 435 Notwithstanding any stipulation to the contrary, the modification of the articles Notwithstanding any stipulation to the contrary, an amendment of the articles of association which aims to transform a cooperative company with limited liability of association with a view to the conversion of a cooperative company with limited into a cooperative company with unlimited liability requires the unanimous liability into a cooperative company with unlimited liability requires the unanimous agreement partners. consent of all partners. Such a modification must be recorded by notarial deed. By way of derogation Such an amendment must be established by an authentic deed. Notwithstanding from article 66, paragraph 3, the authentic form is not mandatory for subsequent Article 66(3), no authentic deed is required for subsequent amendments to the amendments to the articles of association of the cooperative company with articles of association of the cooperative company with unlimited liability. unlimited liability. Art. 436 Art. 436 § 1. Notwithstanding any stipulation to the contrary, the modification of the § 1. Notwithstanding any stipulation to the contrary, an amendment of the articles of association which aims to transform a cooperative company with articles of association with a view to the conversion of a cooperative company unlimited liability into a cooperative company with limited liability is decided e by with unlimited liability into a cooperative company with limited liability shall be the general meeting, under the conditions required for amending the bylaws. decided by the general meeting, with due observance of the conditions required for an amendment of the articles of association. By way of derogation from Article 66, paragraph 3, such a modification must Notwithstanding Article 66, paragraph 3, such an amendment must be be recorded by an authentic instrument on pain of nullity. The authentic form established by an authentic deed, on pain of nullity. Any subsequent amendment must also, on pain of nullity, be given to any subsequent modification of the of the statutes must also comply with the formal requirement of the authentic statutes. deed, on pain of nullity. § 2. The modification is decided after the establishment of a statement § 2. Before a decision is made on the amendment, a statement of assets and summarizing the active and passive situation of the company, stopped at a date liabilities of the company is drawn up, which has been established no more than not going back to ` more than three months and indicating the amount of the net three months in advance, and in which the amount of equity is stated. A company assets. A company auditor or an external chartered accountant appointed by the auditor appointed by the partners or an external accountant reports on that status partners reports on this statement and indicates in particular whether he has and, in particular, states whether the condition of the partner is translated in a complete, faithful and correct the situation of society. shelf is fully, faithfully and correctly reproduced. § 3. The deed evidencing the establishment of a cooperative company with § 3. The deed establishing the incorporation of a cooperative company with limited liability specifies the amount of the fixed part of the share capital, limited liability shall state the amount of the fixed part of the share capital, determined in accordance with to section 390. determined in accordance with Article 390. § 4. The limited liability shall apply only to obligations of entered into by the company from the time when this change § 4. The limited liability only applies to the commitments of the company can be enforced against third parties in accordance with Article 76. § 5. The subsequent to the time when this modification is enforceable against third parties directors are jointly and severally liable towards the interested parties: 1° for the in accordance with Article 76. difference between the shareholders' equity as shown in the § 5. The directors are jointly and severally liable towards the interested parties: 1° any difference between the net assets as shown in the statement and the amount of the fixed capital referred to in § 3; 2° compensation for the damage statement and the amount of the fixed capital referred to in § 3; which is an immediate and direct consequence of the manifest overvaluation 2° to compensate the damage that is the direct and direct consequence of of the net assets appearing in the aforementioned statement; 3° compensation the apparent overvaluation of the equity capital as evidenced by the for the damage which is an immediate consequence and aforementioned statement; 3° to compensate the damage that is the direct and direct consequence of the nullity resulting from a violation of § 1, second of nullity resulting from a violation of § 1, paragraph 2. paragraph. BOOK VIII BOOK VIII The public limited company The limited liability company FIRST TITLE. — Nature and qualifications TITLE I. — Nature and qualification Art. 437 Art. 437 A public limited company is one in which the shareholders only make a fixed The limited liability company is a company in which the shareholders commit investment. only a certain contribution. Art. 438 Art. 438 A public limited company is considered to be making or having made a public A public limited liability company is deemed to make or have made a public call for savings when it has made a public call for savings in Belgium or abroad. appeal to savings when it has made a public appeal to savings in Belgium or abroad by way of a public offer for subscription, a public offer for sale, a public abroad through a public subscription, a public offer to sell, a public offer for exchange offer or a listing on a stock exchange or on another regulated market , exchange or through listing on a stock exchange or on regulated markets within the meaning of Article 1, § 3, of the law of 6 April 1995 on secondary assimilated by the King for the purposes of this Article within the meaning of markets, the status of investment firms and their supervision, intermediaries and Article 1, § 3, of the Law of 6 April 1995 on secondary markets, the legal status investment advisers, recognized by the King as equivalent for the application of and supervision of investment firms, intermediaries and investment advisers of this article of bonds or securities representing or not the capital, conferring the bonds or securities, whether or not representing capital and conferring voting right to vote or not, as well as securities giving the right to subscribe or the rights or not, as well as securities giving the right to subscribe or acquire such acquisition of such securities or the conversion into such securities. securities or to convert in such securities. Machine Translated 29522by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL When a public limited company proposes to make a public call for savings for When a public limited liability company intends to make a public appeal to the first time within the meaning of the first paragraph, it must first amend its savings for the first time within the meaning of the first paragraph, it must first articles of association to indicate its status of public limited company making or amend its articles of association in order to state its status as a public limited having made public calls for savings and to adapt them, if necessary, to the legal liability company making a public appeal to savings. does or has done and to and regulatory provisions applicable to such companies your. It must also register adapt them, if necessary, to the legal and regulatory provisions applicable to such with the Banking and Financial Commission. companies. In addition, it must register with the Banking and Finance Commission. A public limited company ceases to be considered as making or having made A public limited liability company shall no longer be deemed to have made or public calls for savings and must adapt its articles of association accordingly have made a public call on savings and shall amend its articles of association either at the end of the takeover bid referred to in Article 513, or when it accordingly, either after the squeeze-out referred to in Article 513 or when it establishes that all the bonds or securities which have been the subject of one of proves that all bonds or securities with which one of the the transactions referred the operations referred to in paragraph 2 are not more widespread in the public. to in the second paragraph have been carried out, are no longer distributed to the public. The Banking and Finance Commission draws up an annual list Each year, the Banking and Finance Commission draws up a list of public public limited companies making or having made public calls for savings. This list limited companies that make or have made a public appeal to savings. This list and all changes made to it during the year are published in the Belgian Official and any changes made to it during the year are published in the Belgian Official Gazette. The King regulates, on the advice of the Banking and Finance Gazette. The King determines, after advice from the Banking and Finance Commission, the manner in which a company is entered on this list, may request Commission, how a company registered on that list can request its removal or be its removal or is omitted from it. omitted from that list. The King determines the contribution to cover the operating costs of the The King determines what contribution to the operating costs of the Banking Banking and Finance Commission to be paid to this Commission by the companies and Finance Commission is owed by the companies that are registered on, which are registered, struck off or omitted from the pre-list. seen in paragraph 4. deleted from or omitted from the list referred to in the fourth paragraph. TITLE II. — Incorporation TITLE II. — Establishment FIRST CHAPTER. — Amount of capital CHAPTER I. — Amount of capital Art. 439 Art. 439 The share capital may not be less than two million five hundred thousand The authorized capital may not be less than two francs. million five hundred thousand francs. Art. 440 Art. 440 Prior to the incorporation of the company, the founders submit to the acting Before the establishment of the company, the founders submit a financial plan notary a financial plan in which they justify the amount of the share capital of the to the acting civil-law notary in which they justify the amount of the share capital company to be incorporated. This document is not published at the same time as of the company to be established. This document is not made public with the the deed, but is kept by the notary. deed, but is kept by the notary. CHAPTER II. — Capital subscription CHAPTER II. — Placement of capital First section. — Entire subscription Section I. — Full Placement Art. 441 Art. 441 The company's share capital must be fully subscribed. The share capital of the company must be fully subscribed. Art. 442 Art. 442 § 1. The company may not subscribe to its own shares or certificates relating § 1. The company may not subscribe to its own shares or to depositary receipts to such shares issued on the occasion of the issue of such shares, either directly relating to those shares and which are issued at the time of issuance of those or by a subsidiary company, nor by a person acting in his own name but on behalf shares, either directly or by a subsidiary or by a person acting in his own name of the company or the subsidiary company. but on behalf of the company or subsidiary. A person who has subscribed for shares or certificates referred to in the first A person who, in his own name, but on behalf of the company or of the paragraph in his own name but on behalf of the company or the subsidiary subsidiary, has subscribed for shares or depositary receipts as referred to in the company is considered to have subscribed for his own account. first paragraph, is deemed to have acted for his own account. All the rights relating to the units or certificates referred to in the first paragraph All rights attached to shares or to depositary receipts referred to in subscribed by the company or its subsidiary are suspended, as long as these the first paragraph to which the company or its subsidiary has subscribed, shall units or these certificates have not been ´ne´s. remain suspended as long as those shares or those depositary receipts have not been sold. § 2. § 1 does not apply to the subscription of shares or certificates referred to § 2. Paragraph 1 does not apply to the subscription of shares or depositary in § 1 of a company by a subsidiary company which is, in its capacity as an open receipts referred to in § 1 of a company by a subsidiary which, in its capacity as professional securities dealer, brokerage firm or credit institution. a professional securities dealer, is a stockbroking firm or a credit institution. Section II. — Contribution in kind Section II. — Contribution in kind Art. 443 Art. 443 Contributions other than cash may only be remunerated by shares if they Non-cash contributions are only eligible for consideration with shares consist of assets liable to economic valuation, at the exclusion of assets representing the share capital if they consist of assets that can be valued constituted by commitments relating to the execution of works or the provision of according to economic standards, excluding obligations to perform work or services. These contributions are called contributions in kind. services. This contribution is called contribution in kind. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29523 Art. 444 Art. 444 In the event of a contribution in kind, a company auditor is appointed In the case of a contribution in kind, before the establishment of the prior to the constitution of the company by the founders. company a company auditor appointed by the founders. The auditor reports, in particular on the description of each contribution in kind The auditor prepares a report, in particular on the description of each contribution and on the valuation methods adopted. The report indicates whether the values to in kind and on the valuation methods applied. The report must indicate whether which these valuation methods lead correspond at least to the number and the the values to which these methods lead correspond at least to the number and nominal value or, in the absence of a nominal value, to the accounting par value nominal value or, in the absence of a nominal value, the par value of the shares of the shares to be issued in consideration. to be issued against the contribution. The report indicates the remuneration actually allocated in return for the The report shall state what actual compensation as consideration contributions. is provided for the input. The founders draw up a special report in which they set out the interest that In a special report, the founders explain why the contribution in kind is important the contributions in kind represent for the company and, where applicable, the for the company and possibly also why the conclusions of the auditor's report are reasons for which they deviate from the reviewer's conclusions. This report is filed deviated from. That report, together with the report of the auditor, is filed with the at the same time as that of the auditor at the registry of the commercial court in registry of the commercial court, in accordance with Article 75. accordance with article 75. Section III. - quasi-portal Section III. — Quasi-input Art. 445 Art. 445 Any property belonging to a person who has signed or on whose behalf has With regard to any asset belonging to a person by or on behalf of whom the been signed the deed of incorporation or, in the case of incorporation by public deed of incorporation has been signed or, in the case of incorporation by subscription, the draft of the deed of incorporation, to a director or to a shareholder, registration, who has signed the draft deed of incorporation, to a director or to a whom the company proposes to acquire within a period of two years from its shareholder that the company is considering within two years from to obtain the incorporation, if necessary pursuant to article 60, for a consideration value at least incorporation, where appropriate pursuant to Article 60, for a consideration of at equal to one tenth of the subscribed capital, is the subject of a report drawn up least one-tenth of the subscribed capital, a report is drawn up by a statutory either by the statutory auditor or, for the company which does not have one, by a auditor, or in companies where there is no such person, by an auditor , which is report. corporate auditor appointed by the board of directors. appointed by the board of directors. The first paragraph is applicable to the transfer made by a person acting in his The first paragraph applies to transfers made by a person acting in his own own name but on behalf of a person referred to in the first paragraph. name, but on behalf of a person referred to in the first paragraph. Art. 446 Art. 446 Article 445 does not apply either to acquisitions made within the limits of current Article 445 does not apply to acquisitions in the ordinary course of business of operations concluded under the conditions and under the guarantees normally the company under the conditions and against the securities it normally requires required by the company for operations of the same kind, nor acquisitions on the for similar transactions, nor to acquisitions on the stock exchange or to acquisitions stock market, or acquisitions resulting from a sale ordered by the courts. by judicial sale. Art. 447 Art. 447 The report referred to in article 445 mentions the name of the owner of the The report referred to in Article 445 shall state the name of the owner of the property that the company proposes to acquire, the description of this property, property that the company intends to acquire, the description of this property, as the remuneration actually allocated in consideration for the acquisition and the well as the compensation actually provided in consideration for the acquisition and valuation methods adopted. It indicates whether the values to which these the valuation methods used. The report must indicate whether the values to which valuation methods lead correspond at least to the remuneration allocated in return these methods lead are at least equal to the consideration given. for the acquisition. This report is attached to a special report in which the Board of Directors sets In a special report, to which the report referred to in the first paragraph is out, on the one hand, the interest that the planned acquisition represents for the appended, the board of directors explains why the contemplated acquisition is company and, on the other hand, on the other hand, the reasons for which, if any, important for the company and, if necessary, why it deviates from the conclusions he departs from the conclusions of the appended report. The auditor's report and of the attached report. The special report of the board of directors and the attached the special report of the board of directors are filed with the registry of the report shall be deposited with the registry of the commercial court in accordance commercial court in accordance with article 75. with Article 75. This acquisition is subject to the prior authorization of the general meeting. This acquisition requires the prior approval of the general meeting. The reports The reports provided for in paragraph 2 are announced in the agenda. A copy may referred to in the second paragraph shall be included in the agenda. A copy be obtained in accordance with Article 535. thereof may be obtained in accordance with Article 535. The decision of the general meeting taken in the absence of the reports The decision of the general meeting taken without the reports referred to in this provided for by this article is null and void. article is null and void. CHAPTER III. — Release of capital CHAPTER III. — Deposit of capital Art. 448 Art. 448 As soon as the company is incorporated, the capital must be paid up in full up From the incorporation of the company, the capital must be to the minimum fixed in article 439. deposits are up to the minimum specified in Article 439. In addition : Moreover : 1° each share corresponding to a contribution in cash and each share 1° a quarter must be paid up on each share corresponding to a contribution in corresponding, in whole or in part, to a contribution in kind must be paid up by one cash and on each share corresponding in whole or in part to a contribution in kind; quarter; 2° the shares corresponding in whole or in part to contributions in kind must 2° the shares or parts of shares representing contributions in kind must be fully be fully paid up within a period of five years from the incorporation of the company. paid up within a period of five years after the incorporation of the company. Machine Translated 29524by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL Art. 449 Art. 449 In the event of contributions in cash to be released during the signing of the In the event of a contribution in cash, to be deposited at the time of the deed, the funds are, prior to the incorporation of the company, deposited by execution of the deed, that money is deposited or transferred to a special payment or transfer to a special account opened in the name of the company account in the name of the company under incorporation opened at De Post- being formed with La Poste (Postche`que) or a credit institution established in La Poste before the incorporation of the company. (Postal cheque) or with a Belgium, other than a communal savings bank, governed by the law of March credit institution established in Belgium that is not a municipal savings bank 22, 1993 on the status and supervision of credit institutions. A certificate and to which the law of March 22, 1993 on the status and supervision of credit justifying this filing is appended to the deed. institutions applies. Proof of this deposit is attached to the deed. The special account must be at the exclusive disposal of the company to The special account is held exclusively at the disposal of the company to be be set up. It can only be disposed of by persons authorized to bind the incorporated. This account can only be used by persons authorized to bind the company and after the acting notary has informed the body of the execution of company, and only after the acting civil-law notary has notified the institution the deed. that the deed has been executed. If the company is not incorporated within three months of the opening of the If the company is not established within three months of the opening of the special account, the funds are returned, upon request, to those who deposited special account, the money will be returned to the depositors who request it. them. CHAPTER IV. — Formalities of incorporation CHAPTER IV. — Formation formalities Section I. First section. — Constitution process Art. 450 — Form of incorporation Art. 450 The company may be constituted by one or more authentic deeds in which The company may be incorporated by one or more authentic deeds, on the all the shareholders appear in person, or by bearers of authentic or private execution of which all shareholders appear, either in person or by a holder of mandates. an authentic or private power of attorney. The persons appearing in these acts will be considered as founders of the Those who appear with these deeds are considered founders of the company. However, if the deeds designate as founders one or more company. If, however, the deeds designate one or more shareholders who shareholders who together own at least one third of the share capital, the other jointly hold at least one-third of the share capital as founders, the other persons appearing parties, who limit themselves to subscribing to deeds in cash without appearing, who are limited to subscribing for shares for money, shall be without receiving, directly or indirectly, any special advantage, will be considered as any direct or indirect special advantage, considered as ordinary tenderers. simple subscribers. Art. 451 Art. 451 The company can also be incorporated by subscription. The company may also be incorporated by means of subscriptions. The company deed is first drawn up in authentic form and published as a In that case, the company deed is drawn up in advance in authentic form draft. The parties to this act will be considered as founders of the company. and published as a draft. Those appearing in this deed are considered founders of the company. Subscriptions must be made in duplicate and indicate: 1° the date The registration form is drawn up in duplicate and states: 1° the date of the of the company deed published as a draft and that of its publication; 2° the deed of company published as a draft and that of its publication; 2° the surnames, first names, professions and domiciles of the founders; surname, first name, profession and place of residence of the founders; 3° the authorized capital and the number of shares; 4° the payment, on each share, of at least one quarter of the amount subscribed or the undertaking to make (3) the share capital and the number of shares; this payment at the latest upon the definitive incorporation of the company. 4° the payment on each share of at least a quarter of the amount of the subscription or the commitment to make this payment at the latest upon the definitive incorporation of the company. The subscriptions contain the convocation of the subscribers to a meeting In the registration form, the subscribers are summoned to a meeting, which which will be held within three months for the definitive incorporation of the will be held within three months for the definitive incorporation of the company. company. Art. 452 Art. 452 On the day fixed, the founders will present to the meeting, which will be held On the specified day, the founders must demonstrate on the basis of the before a notary, the justification of the existence of the conditions required by documents at the meeting, which will be held before a notary, that the articles 439, 443 and 448, paragraphs 1 and 2, 1 °, with supporting documents. requirements of Articles 439, 443 and 448, paragraphs 1 and 2, 1°, have been met. is. If the majority of the subscribers present, other than the founders, do not If the majority of the subscribers present, not including the founders, do not oppose the incorporation of the company, the founders will declare that it is oppose the incorporation of the company, the founders declare that it has been definitively constituted. definitively incorporated. The authentic minutes of this meeting, which will contain the list of The company will finalize the official report of this meeting, in which the list subscribers and the state of the payments made, will definitively constitute the of subscribers and the statement of the payments made must be included. company. Section II. — Mentions of the company deed Section II. — Mentions in the deed of incorporation Art. 453 Art. 453 The company deed mentions, in addition to the information contained in the In addition to the information included in the extract intended for publication extract intended for publication under article 69: in accordance with Article 69, the company deed will state the following information: 1° compliance with the legal conditions with regard to the issue 1° compliance with the legal conditions relating to the subscription and and payment of the capital; 2° the regulation, insofar as this does not result release of capital; from the law, of the number and manner of appointment of the members of the 2° the rules, insofar as they do not result from the law, which determine the bodies charged with the management and, where appropriate, the day-to- number and the mode of appointment of the members of the organs in charge day management, the representation vis-à-vis third parties and the control of of the administration or, the case applicable, the day-to-day management, the company, as well as the division of powers between those bodies; representation vis-à-vis third parties and control of the company, as well as the distribution of powers between these bodies ; Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29525 3° the number and the nominal value or the number if they are issued 3° the number and nominal value of the shares or, if they are issued without without nominal value, of the shares as well as, where applicable, the special nominal value, their number only, as well as any special conditions limiting conditions which limit their transfer, and, if there are several categories of their transfer and, if different classes of shares exist, the same information for shares, the same indications for each category as well as the rights attached each of the classes and the rights attached to the shares of each class; 4° the to these shares; number of profit-sharing certificates, the rights attached thereto as well as any special conditions limiting their transfer and, if there are different types of profit- 4° the number of profit shares, the rights attached to these shares as well sharing certificates, the same data for each of the types; 5° whether the as, where applicable, the special conditions which limit their transfer and, if shares are registered or bearer shares or are dematerialized, as well as all there are several categories of profit shares, the same indications for each other provisions regarding conversion insofar as they differ from those provided category; 5° the registered, bearer or dematerialized form of the shares as for by law; well as the provisions relating to their conversion insofar as they differ from those laid down by law; 6° the specification of each contribution in kind, the name of the contributor, 6° the detailed description of each contribution in kind, the name of the the name of the auditor and the conclusions of his report, the number and the contributor, the name of the auditor and the conclusions of his report, the nominal value or, in the absence of value par value, the number of shares number and nominal value of the shares or, in the absence of nominal value, issued in return for each contribution as well as, where applicable, the other the number of shares that issued against each contribution and, where conditions under which the contribution is made; applicable, the other terms and conditions on which the contribution is made; 7° the cause and consistency of the particular advantages granted to each 7° the cause and extent of the special advantages granted to each founder of the founders or to anyone who participated directly or indirectly in the or to anyone who directly or indirectly participated in the formation of the constitution of the company; company; 8° the amount, at least approximate, of the costs, expenses and 8° the total amount, at least approximately, of the costs, expenses, fees or remuneration or charges, in any form whatsoever, which are the responsibility charges, in whatever form, which are or will be charged to the company due of the company or which are charged to it at reason for its constitution; to its incorporation; 9° the body depositary of contributions to be paid in cash in accordance 9° the institution through which the contribution to be made in cash is transferred to the with Article 449; regulation of article 449 has been filed; 10° the transfers for consideration of which the buildings contributed to the 10° transfers for consideration during the previous five years of the real company have been the subject during the five previous years as well as the estate transferred to the company, as well as the terms under which these conditions under which they have been you do; transfers took place; 11° the mortgage charges or pledges with which the transferred goods are encumbered; 11° mortgage charges or pledges encumbering the property contributed; 12° the conditions to which the realization of the optional rights is subject. 12° the conditions under which the option rights contributed can be exercised. The proxies must reproduce the statements provided for by The powers of attorney must contain the information referred to in Article 69, 1°, 2°, 3°, article 69, 1°, 2°, 3°, 5°, 11°, and by 2° of this article. 5°, 11°, and in the 2° of this article. CHAPTER V. — Nullity CHAPTER V. — Nullity Art. 454 Art. 454 The nullity of a public limited company can only be declared in the following The nullity of a limited liability company can only be pronounced in the cases: following cases: 1° when the incorporation has not taken place in the required 1° if the incorporation has not taken place in the required form; form; 2° if the deed of incorporation does not contain any information 2° if this deed contains no indication of the corporate name, the corporate regarding the name and purpose of the company, the contribution or the purpose, the contributions or the amount of subscribed capital; amount of the subscribed capital; 3° if the corporate object is illegal or contrary to public order; 3° when the purpose of the company is illegal or conflicting with public order; 4° if the number of shareholders validly committed, having appeared at 4° when the number of validly associated shareholders who appeared in the act in person or by mandate holders is less than two. person or by proxy holders in the deed is less than two. Art. 455 Art. 455 If the clauses of the constitutive act determining the distribution of profits or Provisions of the deed of incorporation concerning the distribution of profits losses are contrary to Article 32, these clauses are deemed to be unwritten. or losses that conflict with Article 32 are considered unwritten. CHAPTER VI. — Responsibilities CHAPTER VI. — Liability Art. 456 Art. 456 The founders are jointly and severally liable towards the interested parties, Notwithstanding any stipulation to the contrary, the founders are jointly and despite any stipulation to the contrary: 1° for all the part of the capital which severally liable towards the interested parties: would not be validly subscribed under article 441 as well as the possible 1° for the full part of the capital not validly subscribed in accordance with between the minimum capital required by Article 439 and the amount of the Article 441, as well as for any difference between the minimum capital required subscriptions; they are deemed to subscribe by right; by Article 439 and the amount of subscriptions; they are considered to be subscribers by operation of law; 2° the effective payment of the minimum capital referred to in Article 439, 2° to the actual payment of the minimum capital specified in Article 439, to the effective payment of up to a quarter of the shares as well as the full the actual payment of one-fourth on the shares, as well as to the full payment payment in one of five-year period for shares corresponding in whole or in part within five years of the shares that correspond wholly or partly to a contribution to contributions in kind under Article 448; in kind, pursuant to Article 448; Machine Translated 29526by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 3° compensation for the damage, which is an immediate and direct consequence 3° to compensate for the damage that is the immediate and direct consequence either of the nullity of the company pronounced by application of article 454, or of of the nullity of the company pronounced on the basis of Article 454, or of the lack the absence or the falsity of the statements prescribed by articles 451 and 453 in or inaccuracy of the statements in the deed prescribed in Articles 451 and 453 or in the memorandum or draft memorandum and in the subscriptions, or the manifest the draft deed of company and in the registration notes, or of the apparent overvaluation of the contributions in kind; overvaluation of contributions in kind; 4° for the obligations of the company, according to a ratio to be determined by the court, in the event of bankruptcy, pronounced within three years after the incorporation, if the share capital at the time 4° the commitments of the company in a proportion fixed by the judge, in the of incorporation was manifestly insufficient for the normal performance of the event of bankruptcy, pronounced within three years of the incorporation, if the share intended business for at least two years. The financial plan, prescribed by article capital was, at the time of the incorporation, manifestly insufficient to ensure the 440, is in this case submitted to the court by the notary, at the request of the normal exercise of the planned activity for a period of at least two years. The examining magistrate or the public prosecutor. financial plan prescribed by article 440 is in this case transmitted to the court by the notary, at the request of the judge-commissioner or the public prosecutor. Art. 457 Art. 457 The persons who have signed or on behalf of whom has been signed the The persons by or on behalf of whom the deed of incorporation or, in the case of memorandum of association or, in the event of incorporation by public subscription, incorporation by registration, the draft deed of incorporation has been signed, are the draft memorandum of association, are jointly and severally liable for the payment jointly and severally liable to pay up the shares subscribed in violation of Article 442. of the shares subscribed. in violation of section 442. Art. 458 Art. 458 The administrators are jointly and severally liable towards the interested parties, Notwithstanding anything to the contrary, the directors are jointly and severally despite any stipulation to the contrary, for the compensation of the damage which is liable towards interested parties for compensation for all damage that is the direct an immediate and direct consequence of the manifest overvaluation of the goods and direct result of the apparent overvaluation of the assets obtained under the acquired under the conditions. set out in section 445. conditions of article 445. Art. 459 Art. 459 Those who have entered into a commitment for third parties, either as an agent Those who have entered into an obligation for third parties, either as an agent or or by acting as an agent, are deemed to be personally bound, if there is no valid by acting for them, are considered to be personally bound, if no valid mandate exists mandate or if the commitment is not ratified within two months of stipulation; this or if the obligation has not been ratified within two months after it was entered into; period is reduced to fifteen days if the names of the persons for whom the stipulation this period is reduced to fifteen days if the names of the persons for whom the has been made are not indicated. The founders are jointly and severally bound by contract has been concluded are not stated. The founders are jointly and severally these commitments. liable to fulfill those commitments. TITLE III. — Titles and their transfer TITLE III. — Securities and their transfer and transition FIRST CHAPTER. — General provisions CHAPTER I. — General provisions Art. 460 Art. 460 In public limited companies, there may be shares, shares In a public limited company, shares, profit-sharing certificates, beneficiaries, obligations and subscription rights. bonds and warrants exist. These securities are registered, bearer or dematerialized. They have a serial These securities are registered, bearer or dematerialized securities. They are number. provided with a serial number. Art. 461 Art. 461 If there are several owners of a security, the company has the right to suspend If a security belongs to several owners, the company may suspend the exercise the exercise of the rights relating thereto, until a single person is designated. as of the rights attached to it until a single person has been designated as owner of the being, with respect to him, the owner of the title. security in respect of the company. CHAPTER II. — The form of titles CHAPTER II. — The shape of effects First section. — Registered securities Section I. — Registered Securities Art. 462 Art. 462 Holders of bearer securities may, at any time, by The owners of bearer securities may at any time request request the conversion, at their expense, into registered shares. that these are converted into registered securities at their expense. Art. 463 Art. 463 A register is kept at the registered office for each category of registered securities A register is kept at the registered office of the company for each category of referred to in Article 460. Holders of securities may consult the register relating to registered securities as referred to in Article 460. The holders of securities may their securities. inspect the register relating to their securities. The register of registered shares contains: 1° the The following is entered in the register of registered shares: 1° precise precise designation of each shareholder and the indication of the information regarding the person of each share number of its shares; 2° holder, as well as the number of the shares belonging to him; an indication of the payments made; 2° the deposits made; 3° the 3° transfers or transmissions with their date or the conversion of transfers and transfers with their date and the conversion of registered shares registered shares in bearer or dematerialized shares, if authorized by the articles of into bearer shares or into dematerialized shares insofar as the articles of association association; permit conversion; 4° the express mention of the nullity of the titles provided for by article 625. 4° the explicit mention of the nullity of securities referred to in Article 625. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29527 The register of registered beneficiary shares as well as all registered securities The following shall be entered in the register of registered profit-sharing conferring direct or indirect rights thereto contains: certificates and of registered securities that directly or indirectly give entitlement thereto: 1° the nature of these securities; 2° the date of their issue; 3° the 1° mention of the nature of these securities; conditions of their transfer; 4° the transfers and transfers with their date and 2° the date of their creation; (3) the conditions the conversion of registered profit-sharing certificates into bearer profit-sharing prescribed for their transfer; 4° transfers or certificates or into dematerialized profit-sharing certificates, insofar as the transmissions with their date and the conversion of registered profit shares into articles of association permit conversion. bearer or dematerialized profit shares, if the articles of association authorize it. The register of registered bonds contains: 1° the precise The following is entered in the register of registered bonds: 1° precise designation of each bondholder and an indication of the number of bonds information regarding the person of each bond belonging to him; 2° the transfers or transmissions of bonds with their date and holder, as well as the number of the bonds belonging to him; the conversion of registered bonds into bearer or dematerialized bonds, if the 2° the transfers and transfers of bonds with their date and the conversion of articles of association authorize it. registered bonds into bearer bonds or into dematerialized bonds, insofar as the articles of association permit conversion. Art. 464 Art. 464 The Board of Directors may decide to split a register of registered shares into The board of directors may decide to divide a register of registered securities two parts, one of which will be kept at the company's registered office and the into two parts, one of which will be located at the registered office of the company other outside the registered office. in Belgium or abroad. and the other outside that registered office, in Belgium or abroad. A copy of each of the volumes will be kept at the place where A copy of each part shall be kept in the place where the other filed the other party; for this purpose, use will be made of photocopies. part rests; photocopies are used for this purpose. This copy will be regularly updated and, if that proves impossible, it will be This copy is regularly maintained and, if this is not possible, completed as soon as circumstances permit. corpse turns out, updated as soon as conditions permit. Holders of the registered securities concerned have the right to have them The holders of registered securities are entitled to choose in register in one of the two volumes of the register of their choice. register one of the two parts of the register. Holders of securities will be able to consult the two parts of the register relating The holders of securities can inspect the two parts of the register relating to to their securities and a copy thereof. their securities, as well as their copy. The board of directors makes known the place where the second volume of The place where the second part of the register is located will be published by the register is deposited, by a publication in the Annexes of the Belgian Official the Board of Directors in the Appendices to the Belgian Official Gazette. It may be Gazette. This place can be modified by simple decision of the board of directors. amended by an ordinary resolution of the Board of Directors. The decision of the board of directors dividing the register into two parts can The decision of the board of directors to divide the register of registered only be modified by a decision of the general meeting in the forms prescribed for securities into two parts can only be amended by a resolution of the general the modification of the meeting, in the form prescribed for the amendment of the articles of association. statutes. The King regulates the modalities of inscription in the two volumes. The King determines the manner in which registration in the two parts takes place. Art. 465 Art. 465 Ownership of registered securities is established by registration on the Ownership of the registered securities is proved by the registers prescribed by section 463. entry in the registers, prescribed by Article 463. Certificates evidencing these registrations will be delivered to the holders of Certificates of this registration are issued to the holders of securities. the titles. The certificates relating to registered profit shares shall contain the particulars The certificates of the registered profit-sharing certificates contain the prescribed by Article 463, paragraph 3. things prescribed by Article 463, paragraph 3. The certificates relating to registered mortgage bonds bear the indication of The deed of creation of the mortgage is indicated on the certificates of the deed constituting the mortgage and mention the date of registration, the rank registered mortgage bonds, stating the date of registration, the rank of the of the mortgage and the provision of the last paragraph of the Article 493 relating mortgage and the provision of the last paragraph of Article 493 regarding the to the renewal of registration. renewal of the registration. Section II. — Bearer securities Section II. — Bearer securities Art. 466 Art. 466 Bearer securities bear the signature of two directors on the The bearer securities are signed by at least two directors; the signatures may less; these signatures can be replaced by stamps. be replaced by name stamps. The bearer share indicates: 1° the The bearer share must contain: date of the memorandum of association of the company and of its publication; 1° the date of the deed of incorporation of the company and that of its publication; 2° the number and nature of each class of shares, as well as the 2° the number and nature of each category of shares, as well as the nominal nominal value of the securities or the part of the share capital they represent value of the securities or the share they represent and the number of votes and the number of votes attached to each class of securities; attached to the securities of each category; (3) the summary consistency of the contributions and the conditions on which 3° the brief description of the contributions, as well as the conditions they are made; the under which they are done; 4° 4° the special advantages granted to the founders; 5° the the special advantages granted to the founders; 5° the duration duration of the partnership; of the company; Machine Translated 29528by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP 6° the day and time of the annual general meeting. 6° the statement of the day and time of the annual meeting. The bearer bond indicates: 1° the The bearer bond must contain: 1° the date of date of the company's memorandum of association and of its publication; the deed of incorporation of the company and that of its publication; 2° the number and nature of each class of shares, as well as the nominal value of 2° the number and nature of each category of shares, as well as the the securities or the part of the share capital they represent; 3° the duration par value of the securities or of the share they represent; of the company; 4° the serial number, the nominal value, the interest rate, the time and place of payment of the interest, and the terms of repayment; 3° the duration of the partnership; (4) the serial number, the nominal value of the bond, the interest, the time and place of payment thereof and the conditions of repayment; 5° the amount of the issue of which it forms part and the guarantees 5° the amount of the issue of which they form part, and the special attached to it; guarantees provided for it; 6° the amount still due on any previous issue of 6° the amount remaining due on each of the previous bond issues with a list of the guarantees attached to these bonds. bonds stating the guarantees provided. Bearer profit shares bear the information prescribed by article 463, The bearer profit-sharing certificates must contain the mentions paragraph 3. prescribed by Article 463, third paragraph. Mortgage bearer bonds bear the indication of the deed constituting the On the bearer mortgage bonds, the deed of creation of the mortgage is mortgage and mention the date of registration, the rank of the mortgage and indicated, stating the date of registration, the rank of the mortgage and the the disposition of the last paragraph of the article 493 relating to renewal of provision of the last paragraph of Article 493 regarding the renewal of the registration. registration. Art. 467 Art. 467 The King lays down the provisions relating to the form of the securities. The King determines the rules regarding the form of the securities. Section III. — Titres de´mate´rialise´s Section III. — Dematerialized securities Art. 468 Art. 468 The dematerialized security is represented by a book entry in the name of The dematerialized security is represented by an entry on an account, in the its owner or holder with an approved institution responsible for keeping the name of the owner or holder, with a recognized account-keeping institution, accounts. , hereinafter referred to as authorized account holder. hereinafter referred to as an authorized account holder. The securities registered in an account are transmitted by transfer from account The security booked on the account is transferred by wire transfer to account. from account to account. The King designates by category of transferable securities the body For each category of securities, the King designates the institution charged responsible for ensuring the settlement of transactions on dematerialized with the settlement of transactions involving dematerialized securities, transferable securities, hereinafter referred to as the settlement body. It hereinafter referred to as the settlement institution. He recognizes the account approves account holders individually or generally by category of establishments, holders, either individually or generally per category of institution, according to depending on their activity. their activity. The number of dematerialized securities in circulation at any time is The number of dematerialized securities in circulation at any time is entered, entered, by category of securities, in the registered securities register in the per category of securities, in the register of registered securities in the name name of the settlement body. of the settlement institution. Art. 469 Art. 469 Approved account holders must maintain the dematerialized securities they The authorized account holders must keep the dematerialized securities hold on behalf of third parties and for their own account in separate accounts that they hold for the account of third parties and for their own account in opened with the settlement organization or with of a single establishment which separate accounts opened with the settlement institution or with the only acts for them as an intermediary with regard to this organization. institution that acts as an intermediary for them vis-à-vis the institution. However, the dematerialized securities referred to in this article that an The dematerialized securities referred to in this article that a recognized authorized account holder pledges to another authorized account holder may account holder pledges to another recognized account holder may nevertheless be maintained on a special pledge account with the latter. be held in a special pledge account with the latter. The King may, by way of derogation from the provisions of the first By way of derogation from the provisions of paragraph 1, the King may issue paragraph, lay down specific rules relating to the maintenance in an account, special rules concerning the holding on the account of dematerialized securities by an establishment which manages a system of liquidation of securities `res, referred to in this article, by an institution operating a securities settlement of dematerialized securities referred to in this article, with another similar system, with another similar institution, in order to ensure the transfer of the establishment, in order to facilitate the transfer of said securities between securities. to facilitate the said securities between these securities settlement these settlement systems securities. systems. Art. 470 Art. 470 For the constitution of a civil or commercial pledge on the dematerialized For the establishment of a civil pledge or a commercial pledge on the securities referred to in article 469, the taking into possession is validly carried dematerialized securities referred to in Article 469, the transfer is validly made out by the registration of these securities at a special account opened with an by transferring these securities to a special account opened with an institution account holder in the name of a person to be agreed upon. that maintains accounts in the name of a person to be agreed . The securities The values given in pledge are identified by nature without specifying a pledged are identified by their nature, without any indication of number. The number. The pledge thus constituted is valid and enforceable against third pledge thus established is legally valid and can be invoked against third parties parties without further formality. without any other formality. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29529 Without prejudice to other methods of realization provided for by law, the Without prejudice to other means of monetization provided for by law, pledge creditor is, in the event of default of payment, entitled to realize the the pledgee creditor shall, in the absence of payment, be entitled to seize pledge constituted on transferable securities. res referred to in Article 469 the pledge established on the securities referred to in Article 469, which are which are either admitted to official listing on a stock exchange either admitted to official listing on a stock exchange or which traded on a or traded on a regulated market, operating regularly, recognized and open regulated, regularly operating, recognized and open market, or consist of to the public, or consisting of transferable, liquid debt securities with a value transferable and liquid debt securities whose value can be accurately likely to be determined with precision at any time or at least twice a month, determined at any time or at least twice a month, in Belgium or abroad, in Belgium or abroad, by carrying them out as soon as possible given the within the shortest possible time limits, taking into account the volume of volume transactions, after formal notice sent in writing to the debtor or to transactions, after having given written notice of default to the debtor or the the third party constituting the pledge. third party pledgor. The proceeds from the realization of these securities are set off against the claim in principal, interest and costs, of the pledgee The proceeds from the realization of these securities are deducted from the creditor. Any balance accrues to the pledging debtor. debt in principal, interest and costs, of the pledgee. Any remaining balance goes to the pledge debtor. Art. 471 Art. 471 The owners of dematerialized securities referred to in Article 469 are not The owners of dematerialized securities, as referred to in Article 469, can allowed to assert their real rights, of an incorporeal nature, except with the only assert their intangible rights in rem only against the recognized account approved account-keeper with whom these securities are registered or, if holder with whom these securities were entered on an account or, if they they directly maintain these securities with the settlement body, with respect hold those securities directly with the settlement institution, against the latter. to the -this. As an exception, they are entitled to: Exceptionally, they may: — to exercise a right of claim in accordance with the provisions of this — exercise a right of recovery in accordance with the provisions of this article and of article 9bis, paragraphs 2 to 4, of royal decree no. 62 of 10 Article and Articles 9bis, paragraphs 2 to 4, of Royal Decree No. 62 of 10 November 1967 promoting the circulation securities; — directly exercise November 1967 on the promotion of the circulation of securities; — exercise their association rights with the issuer; — in the event of bankruptcy or any their associative rights directly with the issuer; — directly exercise their right other competitive situation on the part of the issuer, to directly exercise of recourse against the issuer in the event of bankruptcy or any other their rights of recourse against the latter. concurrence on the part of the issuer. In the event of the bankruptcy of the authorized account holder or any In the event of the bankruptcy of the recognized account holder or in all other competitive situation, the claim for the number of dematerialized other cases of concurrence, the recovery of the number of dematerialized securities referred to in article 469 of which the account holder authorized securities referred to in Article 469, due from the recognized account holder, accounts is liable, is exercised collectively on the universality of shall be made collectively on the generality of the dematerialized securities dematerialized securities of the same category, registered in the name of of the same category, which are registered in the name of the recognized the authorized account holder with other approved account holders or with account holder with other recognized account holders or with the clearing the settlement body. institution. If, in the case referred to in paragraph 2, this universality is insufficient to If, in the case referred to in the second paragraph, this generality is ensure the full restitution of the securities due registered in the account, it insufficient to ensure the full repayment of the securities owed on the will be distributed among the owners in proportion of their rights. account, it shall be distributed among the owners in proportion to their rights. If the authorized account holder is itself the owner of a number of If the recognized account holder himself is the owner of a number of dematerialized transferable securities of the same category, it is only dematerialized securities of the same category, in application of the third attributed to it, during the application of paragraph 3, that the number of paragraph, he will only be allocated the number of securities that remain securities remaining after the total number of securities of the same category after the full number of securities of the same type held by him on behalf of held by him on behalf of third parties has been returned. third parties. category has been refunded. When an intermediary has had the dematerialized securities referred to When an intermediary on behalf of another person has registered the in Article 469 registered in his name or in dematerialized securities referred to in Article 469 in his name or in the that of a third party, the owner on whose behalf this registration has been name of a third person, the owner on whose behalf this registration was taken may exercise his action for recovery with the approved account holder made may demand from the authorized account holder or from the settlement or the liquidation organization on the asset registered in the name of this system the restitution of the balance registered in the name of this intermediary or third party. This claim is exercised according to the rules intermediary or third person. This recovery shall be exercised in accordance defined in paragraphs 1 to 4. with the rules described in paragraphs 1 to 4. The return of the dematerialized securities referred to in Article 469 is The dematerialized securities referred to in Article 469 shall be returned effected by transfer to a securities account with another approved account by transfer to a securities account with another recognized account holder, holder, designated by the person exercising his right of claim. designated by the person exercising the right of recovery. Art. 472 Art. 472 Garnishment is not authorized on dematerialized securities accounts Third-party attachment is not permitted on the accounts of dematerialized opened in the name of an account holder approved by the settlement body. securities opened in the name of a recognized account holder with the settlement institution. Without prejudice to the application of Article 471, in the event of the Without prejudice to the application of Article 471, the creditors of the bankruptcy of the owner of the securities or in any other contested situation, owner of the securities may, in the event of the owner's bankruptcy or any the creditors of the owner of the securities may assert their rights to the other concurrence, exercise their rights over the available balance of the available balance of securities registered in the account in the name and on securities held in the name and for the account of their debtor is registered, behalf of their debtor, after deduction or addition of securities which, by after deduction or addition of the securities which, pursuant to contingent virtue of conditional commitments, commitments whose the amount is liabilities, commitments the amount of which is uncertain or forward uncertain or term commitments, are entered, where applicable, in a separate commitments, if any, on the date of bankruptcy or the occurrence of the part of this securities account, on the day of the bankruptcy or competition, concurrence, were booked in a separate part of the securities account, and and the inclusion of which in the available balance is deferred until the the combination of which with the available balance is deferred until the fulfillment of the condition, the determination of the amount or the expiry of fulfillment of the condition, the determination of the amount or the expiry of the term. the term. Machine Translated 29530by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL Art. 473 Art. 473 The payment of dividends, interest and capital due from dematerialized The payment of due dividends, interest and capital of dematerialized transferable securities to the settlement organization is in full discharge for the securities to the clearing institution is liberating for the issuer. issuer. The settlement organization retrocedes these dividends, interest and The clearing house shall pass on these dividends, interest and capital to capital to the approved account holders according to the amounts of securities the authorized account holders, in accordance with the amounts of dematerialized in their name at the time of payment. 'deadline. These payments dematerialized securities registered in their name at maturity. These payments are final for the settlement body. are liberating for the clearing institution. Art. 474 Art. 474 All association rights of the owner of dematerialized transferable securities All associative rights of the owners of dematerialized securities and all rights and, in the event of the bankruptcy of their issuer or any other competitive of recourse in the event of bankruptcy of their issuer or in any other case of situation on their part, all rights of recourse against the latter. these are concurrence against the latter, are exercised upon presentation of a certificate exercised subject to the production of a certificate drawn up by the approved drawn up by the authorized account holder or by the clearing institution , which account holder or the liquidation body, certifying the number of dematerialized confirms the number of dematerialized securities registered in the name of the securities registered in the name of the owner being or its intermediary on the owner or of the intermediary on the date required for the exercise of these date required for the exercise of these rights. rights. Art. 475 Art. 475 In order to provide for the execution of Articles 469 to 474, the King may set With a view to implementing Articles 469 to 474, the King may determine the conditions for the keeping of accounts by authorized account holders, the the conditions for holding accounts by recognized account holders, the mode of operation of the accounts, the nature of the certificates which must operating mode of the accounts, the nature of the certificates issued to the be delivered to the account holders and the methods of payment by the holders of the accounts. and the method of payment of due dividends, interest approved account holders and the organization for the settlement of dividends, and capital by the recognized account holders and the clearing institution. interest and accrued capital. CHAPTER III. — Different categories of titles CHAPTER III. — Categories of securities First section. — Shares Section I. — Shares First subsection. — Actions in general Subsection I. — General Art. 476 Art. 476 The capital of public limited companies is divided into freely transferable The capital of the public limited liability companies is divided into freely shares, with or without voting rights, with or without mention of value. transferable shares, with or without voting rights, and with or without indication of value. Art. 477 Art. 477 The shares are registered until they are fully paid up. The shares are registered until they are fully paid up. Art. 478 Art. 478 § 1. The company may create, either on its own initiative at the time of § 1. The company may create one or more collective bearer shares, issue, or subsequently, by conversion of existing bearer shares at the bearer's representing bearer shares with consecutive numbers, either on its own request and expense, a or several collective bearer shares representing bearer initiative at the time of issue or later, at the request and at the expense of the shares whose numbers follow one another. holder by way of of exchange of existing bearer shares. All other exchanges or consolidations of shares take place under the conditions Any other exchange or regrouping of shares takes place under the conditions and according to the procedures set by the articles of association, without prejudice and in the manner established by the articles of association, without prejudice to article 462. to article 462. Bearer shares and collective actions representing bearer shares carry a The bearer shares and the collective shares that bear shares serial number. § 2. Bearer shares may be divided into denominations which, bearer are provided with a serial number. combined in sufficient numbers, confer the same rights as the single share, § 2. Bearer shares can be divided into lower parts which, when combined subject to what is stated in Article 560 . in sufficient number, give the same rights as the single share, subject to the provisions of Article 560. Art. 479 Art. 479 The statement of the share capital will be filed, at least once a year, at the The statement of the authorized capital is filed at least once a year at the same time as the annual accounts, in accordance with Articles 98 and 100. same time as the annual accounts, in accordance with Articles 98 and 100. It will include: It must state: 1° the number of issued 1° the number of shares subscribed; shares; 2° deposits made; 3° the list of 2° an indication of the payments made; 3° shareholders who have not fully paid up the list of shareholders who have not yet fully paid up their shares, stating the amount they still owe. their actions, with an indication of the sums for which they are liable. The publication by mention of the filing of this list has the same value as a The publication in the form of a notification of the deposit of that list shall publication made in accordance with article 75. have the same value as a publication pursuant to Article 75. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29531 Sub-Section II. — Shares without voting rights Subsection II. — Shares without voting rights Art. 480 Art. 480 In the event of the issue of shares without voting rights, these: In the event of an issue of shares without voting rights: 1° 1° cannot represent more than one third of the share capital; they may not exceed one third of the represent capital; 2° must confer, in the event of distributable profits within the meaning of 2° in the case of distributable profits within the meaning of Article 617, they Article 617, the right to a preferential dividend and, unless otherwise provided must entitle them to a preference and, unless otherwise provided in the articles in the articles of association, recoverable, the amount is fixed at the time of of association, callable dividend, the amount of which is determined at the time issue, as well as a right to the distribution of the excess profits which cannot be of issue, as well as to a right to the distribution of the surplus profit, the amount less than that attributed to the shares with right to vote; 3° must confer a of which may not be less than that distributed to the holders of shares with preferential right to reimbursement of the capital contribution increased, where voting rights; applicable, by the issue premium and a right to the distribution of the 3° they must grant a privilege to the repayment of the capital contribution, liquidation proceeds which cannot be less than that granted to holders of shares increased, where appropriate, by the issue premium, as well as a right to the with voting rights. distribution of the balance remaining after liquidation, the amount of which may not be less than that paid to the holders of shares with voting rights. Art. 481 Art. 481 Notwithstanding any provision to the contrary in the articles of association, Notwithstanding anything to the contrary in the articles of association, the holders of non-voting shares nevertheless have the right to vote in the holders of shares without voting rights still have voting rights in the following following cases: cases: 1° when one of the conditions set out in Article 480 is not met or ceases to 1° when one of the conditions is not or no longer met be met. However, when article 480, 1°, is not respected, the recovery of the provided in article 480. If, however, article 480, 1°, is not complied with, the exercise of the right to vote excludes the application of 2° and 3° of the same regaining of the voting right excludes the application of the 2° and 3° of the article; same article; (2) that provided for in section 2° the case referred to in Article 558; 558; 3° when the general meeting must deliberate on the cancellation or 3° when the general meeting has to rule on a cancellation or limitation of the limitation of the preferential right, on the authorization to be given to the board preferential subscription right, on the granting of the power to the board of of directors to increase capital by eliminating or limiting the right of preference, directors to increase the capital with the cancellation or limitation of the on the reduction of the share capital, on the modification of the corporate preferential subscription right, on the reduction of the share capital , about the purpose, on the transformation of the company or on the dissolution, merger or change of its object, about the conversion of the company, or about the the demerger of the company; dissolution, merger or division of the company; 4° those where, for whatever reason, the preferential and recoverable dividends 4° when, for whatever reason, the preferential and redeemable dividends have not been fully paid during three successive financial years and this until have not been made payable in full during three consecutive financial years the moment when these dividends have been fully recovered. and this until such arrears have been paid in full. Art. 482 Art. 482 In the event of the creation of shares without voting rights, by way of In the event of the issuance of shares without voting rights, by conversion of conversion of shares with voting rights already issued, the general meeting, shares already issued with voting rights, the general meeting determines, in ruling under the conditions required for the amendments to the articles of accordance with the rules laid down for the amendment of the articles of association, determines the maximum number of shares to be converted and association, the maximum number of shares to be converted, as well as the sets the conversion conditions. conversion conditions. The articles of association may, however, authorize the board of directors The articles of association may, however, grant the board of directors the to determine the maximum number of shares to be converted and to set the power to determine the maximum number of shares to be converted and to conditions for conversion. determine the conversion conditions. The conversion offer must be made at the same time to all shareholders, in The conversion offer must be made simultaneously to all shareholders, in proportion to their share in the share capital. It indicates the period during which proportion to their share in the share capital of the company. That offer must the conversion can be exercised. This period is determined by the board of state the term during which the conversion can be exercised. That period is directors and must be at least one month. The conversion offer must be the determined by the board of directors and must be at least one month. The subject of a notice published in the Belgian Official Gazette, as well as in a conversion offer must be published in the Belgian Official Gazette, as well as press organ with national circulation and in a regional press organ of the in a nationally distributed newspaper and in a newspaper of the region where company's registered office. the company's registered office is located. When all the shares are registered, shareholders can If all shares are registered, the shareholders may be notified by registered be informed by registered letter by post. letter. Section II. — Profit shares Section II. — Profit Certificates Art. 483 Art. 483 The profit shares do not represent the share capital. The statuses Profit-sharing certificates do not represent the share capital. determine the rights attached thereto. The articles of association determine the rights attached thereto. Art. 484 Art. 484 For companies having made or making public calls for savings, the profit With regard to companies that make or have made a public appeal to shares, if they are subscribed in cash, must be fully paid up at the time of the savings, profit-sharing certificates subscribed in cash must be paid up in full subscription. Article 449 is applicable to this subscription. upon subscription and are immediately tradable. Article 449 applies to this registration. Machine Translated 29532by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL Section III. — Des obligations Section III. — Bonds Art. 485 Art. 485 Public limited companies may contract loans by way of Public limited liability companies may enter into a loan contract in the form issue of bonds, possibly convertible into shares. of bonds, convertible into shares where appropriate. Art. 486 Art. 486 The company may create, either on its own initiative at the time of issue, or The company may create one or more collective bearer bonds, representing subsequently, by way of conversion of existing bearer bonds at the request bearer bonds with consecutive numbers, either on its own initiative at the and expense of the bearer, a or several collective bearer bonds representing time of issue or later, at the request and expense of the holder by way of bearer bonds, the numbers of which follow one another. exchange of existing bearer bonds. All other exchanges or consolidations of bonds take place under the Any other exchange or regrouping of bonds takes place under the conditions conditions and according to the procedures set by the articles of association, and in the manner established by the articles of association, without prejudice without prejudice to article 462. to article 462. Bearer bonds and collective bonds represent a The bearer bonds and the collective bonds that bearer bonds holders of bearer bonds bear a serial number. bearer are provided with a serial number. First subsection. — Resolutive condition Subsection I. — Resolutive condition Art. 487 Art. 487 The resolutive condition is always implied, in the loan contract carried out In the loan contract, entered into in the form of the issuance of bonds, the in the form of the issue of bonds, in the event that one of the two parties does resolutive condition is always tacitly included in the event that one of the not meet its commitment. . parties does not fulfill its obligation. In this case, the contract is not automatically terminated. The party towards In that case, the contract is not legally dissolved. The party against whom whom the commitment has not been executed has the choice of either forcing the obligation has not been performed has the choice either to force the other the other to execute the agreement when possible, or of requesting the party to perform the agreement, if the performance is possible, or to demand resolution with damages. the dissolution of the agreement, with compensation. Termination must be sought in court, and it may be granted to the The dissolution must be brought before a court, and the defendant may be defendant a time limit depending on the circumstances. granted a postponement, depending on the circumstances. Sub-Section II. — Premium bonds Subsection II. — Premium Bonds Art. 488 Art. 488 Public limited companies may issue bonds redeemable by drawing lots at Bonds redeemable at drawing for an amount higher than the issue price a rate higher than the issue price only on condition that the bonds yield 3% of may only be issued by a public limited liability company if the bonds yield at interest at least; that all be repayable by the same sum, and that the amount least 3% interest, are all redeemable at the same amount and the amount of of the annuity including repayment and interest be the same throughout the the annuity, including redemption and interest is the same throughout the duration of the loan. term of the loan. The amount of these obligations cannot, under any circumstances, be greater than The total amount of such bonds may in no case exceed the paid-up share au capital social libe´re´. capital. These bonds cannot take the dematerialized form. These bonds may not be issued in dematerialized form. Sub-Section III. — Convertible bonds Subsection III. — Convertible bonds Art. 489 Art. 489 Convertible bonds must be fully paid up. The period during which they may The convertible bonds must be fully paid up. The period during which they be converted may not exceed ten years from their date of issue. can be converted may not exceed ten years from their issuance. The issue conditions determine the dates on which the bonds will be The terms of issue specify the dates on which the conversion of bonds into converted into shares in the event of the exercise of the option and the shares will take place in the event of the option being exercised and the terms deadlines within which the bondholders will be required to know their decision. within which bondholders must notify their decision. Art. 490 Art. 490 from the issue of the convertible bonds and until the end of the conversion From the issuance of the convertible bonds and until the end of the period, the company may not, except in the case provided for in article 491 conversion period, the company may not, by any operation, reduce the and in those which would be specially provided for in the conditions of the benefits conferred on bondholders by the terms of issue or by law, except in issue, carry out any operation the effect of which would be to reduce the the case of Article 491 and in the cases specifically provided for in the terms advantages attributed to bondholders by the conditions of issue or by the law. of issue. Art. 491 art. 491 In the event of a capital increase by contributions in cash, the holders of In the event of an increase in the share capital by means of a cash convertible bonds may, notwithstanding any provision to the contrary in the contribution, the holders of convertible bonds may obtain the conversion of articles of association or the conditions of issue, obtain the conversion of their their securities, notwithstanding any provision to the contrary in the articles of securities and possibly participate to the new issue as shareholders insofar association or in the conditions of issue and possibly participate as a as this right belongs to the former shareholders. shareholder in the new issue, insofar as the old shareholders have this right. Art. 492 Art. 492 In the event of early repayment, even partial, of the loan, decided by the If the company decides to repay the loan early, even partially, the holders company, the holders of convertible bonds may exercise their right of of convertible bonds can exercise their conversion right for at least one month conversion for at least one month before the date of repayment. before the repayment date. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29533 Subsection IV. — Mortgage bonds Subsection IV. — Mortgage bonds Art. 493 Art. 493 The company may set up a mortgage to secure a loan The company may grant a mortgage as security for a loan that has been or realized or to be realized in the form of obligations. will be entered into in the form of bonds. Registration is made in the ordinary form for the benefit of the body of The subscription is made for the benefit of the joint bondholders or the bondholders or future bondholders, subject to the following two restrictions: future bondholders in the ordinary form, subject to the following two restrictions: 1° the designation of the creditor is replaced by that of the securities 1° the designation of the creditor is replaced by that of the securities representing the secured debt; representing the secured claim; 2° the rules regarding the choice of residence do not apply. 2° the provisions relating to the election of domicile are not applicable. The registration is published in the Annexes to the Belgian Official Gazette. The registration is published in the Appendices to the Belgian Official Gazette . The mortgage ranks as of the date of registration, regardless of the time of The rank of the mortgage is determined by the date of issuance of the bonds. the subscription, irrespective of the time of issue of the bonds. Registration must be renewed, at the behest and under the responsibility The registration must be renewed by the care and under the responsibility of the administrators, before the expiry of the twenty-ninth year. failing renewal of the directors before the end of the by the company, any bondholder has the right to renew the registration. twenty-ninth year. If the company does not renew, each bondholder has the right to renew the subscription. Art. 494 Art. 494 The registration is deleted or reduced with the consent of the bondholders, The subscription is canceled or reduced with the consent of the general gathered in general assembly, in accordance with article 568. meeting of bondholders, in accordance with article 568. The request for cancellation or reduction, by main action, is pursued against The claim for cancellation or reduction, as the main claim, is brought against the group of bondholders represented by a representative appointed in the joint bondholders, represented by an authorized representative, designated accordance with article 568, paragraph 2, 3 °. If the general meeting of in accordance with Article 568, second paragraph, 3°. If the duly convened bondholders, duly convened, fails to appoint this agent, the president of the general meeting of bondholders has not appointed such an authorized civil court of the district where the registered office is located appoints , at the representative, a representative of the bondholders shall be appointed at the request of the company, a representative of the bondholders. request of the company by the chairman of the civil court of the district where the company has its registered office. The debtor company of bonds called for total or partial reimbursement and If the bonds have been designated for full or partial repayment and the whose bearer has not presented himself within the year following the date holder has not registered within one year of the date set for payment, the fixed for payment, is authorized to deposit the amounts due. The consignment company is authorized to deposit the amounts due on consignment. The will take place at the branch of the Caisse des de´poˆts et consignations of the consignment takes place in the agency of the Deposit and Consignment Office district where the head office is located. of the district where the company has its registered office. Art. 495 Art. 495 at the request of the most diligent of the interested parties, an agent is At the request of the most diligent interested party, an agent is appointed to appointed to represent the group of bondholders in proceedings for the purging represent the joint bondholders in the proceedings for the discharge or for the or expropriation of encumbered buildings. The appointment is made by the enforcement of the encumbered goods. The appointment is made by the president of the civil court of the district where the registered office is located, chairman of the civil court of the district where the company has its registered the company heard. office, after the company has been heard. The agent is required to deposit, within eight days of receipt, with the The proxy holder is obliged to deposit the amounts he receives as a result agency referred to in Article 494, the sums paid to him following the procedures of a procedure as described in the first paragraph within eight days with the indicated in the paragraph 1 of this article. agency referred to in Article 494. The amounts paid into the Caisse des Consignations on behalf of the The monies, deposited in the Consignment Office on behalf of the bondholders may be withdrawn by registered or bearer payment orders issued bondholders, can be withdrawn on presentation of a registered or bearer by the agent and approved by the president of the court. The execution of the payment order, issued by the proxy holder and signed by the presiding judge nominative payment orders will take place on the receipt of the beneficiaries; of the court. The execution of the orders for payment in name takes place bearer payment orders will be executed after having been paid by the agent. against discharge from the rightful claimant; bearer payment orders are settled after having been signed for payment by the proxy holder. No payment order will be issued by the agent except upon representation The proxy holder cannot issue a payment order other than upon presentation of the obligation. The agent will mention on the bond the amount for which he of the bond. He states on the bond the amount for which he has ordered gave the payment order. payment. Section IV. — Subscription rights Section IV. — Warrants Art. 496 Art. 496 Public limited companies may issue subscription rights Limited companies can be naked or to some other effect shares, isolated or attached to another security. issue related warrants. Art. 497 Art. 497 The company may create, either on its own initiative at the time of issue, or The company may create one or more bearer collective warrants, subsequently, by way of conversion of existing bearer subscription rights at representing bearer warrants with consecutive numbers, either on its own the bearer's request and expense, one or more collective bearer subscription initiative at the time of issuance or later, at the request and at the expense of rights representing bearer subscription rights whose numbers follow one the holder. by way of exchange of existing bearer warrants. another. Machine Translated 29534by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL All other exchanges or consolidations of subscription rights take place under Any other exchange or regrouping of warrants takes place under the the conditions and according to the procedures set by the articles of association, conditions and in the manner established by the articles of association, without without prejudice to article 462. prejudice to article 462. Bearer subscription rights and collective subscription rights representing The bearer warrants and the collective warrants that warrants bearer subscription rights bear a serial number. bearer are provided with a serial number. Art. 498 Art. 498 A subsidiary company may issue bonds with the right to subscribe for shares A subsidiary may issue bonds with a warrant relating to the shares to be to be issued by the parent company. In this case, the issue of bonds must be issued by the parent company. In that case, the issuance of bonds must be authorized by the subsidiary company and the issue of subscription rights authorized by the subsidiary and the issuance of warrants must be authorized must be authorized by the subsidiary company. `re. by the parent company. Art. 499 Art. 499 The period during which the subscription rights may be The period during which the warrants can be exercised, exercised, may not exceed ten years from their date of issue. may not exceed ten years from their issuance. The terms of issue determine the dates on which the subscription for the The conditions of issue determine the dates on which the subscription to shares will take place in the event of the exercise of the option and the shares, in the event of the option being exercised, will take place and the deadlines within which the holders of the subscription right will be required to periods within which the warrant holders must notify their decision. publicize their decision. Art. 500 Art. 500 The subscription rights issued within the framework of an issue reserved If the issuance of warrants is mainly intended for one or more specific primarily for one or more specific persons other than members of the personnel persons other than members of the personnel of their company or one or more of the company or of one or more of its subsidiaries may not last longer than subsidiaries, the warrant may have a term of five years from do not exceed five years from the date of their creation. In addition, the clauses contained in issuance. In addition, the provisions contained in the issuance conditions, the conditions of issue which aim to compel the holder of the subscription which are intended to compel the holders of warrants to exercise them, are rights to exercise these rights are null and void. null and void. Shares which, following such an issue, have been subscribed to during the The shares subscribed during the course of a public takeover bid as a course of a public takeover bid must be in registered form and cannot be sold result of such issuance of warrants must be registered and may not be for twelve months. . transferred for a period of twelve months. Art. 501 Art. 501 from the issue of the subscription rights and until the end of the period for From the issuance of the warrants and until the end of the term of the the exercise of the subscription right, the company may not, except in the case warrant's exercise, the company may not, by any act, reduce the benefits provided for in in paragraph 2 and in those which would be specially provided conferred on the warrant holders by the terms of issue or by law, except in the for in the conditions of the issue, carry out any operation the effect of which case of second paragraph and in the cases specifically provided for in the would be to reduce the advantages granted to the holders of subscription conditions of issue. rights by the conditions of issue or by law. In the event of a capital increase by contributions in cash, the holders of In the event of an increase in the share capital by means of a cash subscription rights may, notwithstanding any provision to the contrary in the contribution, the warrant holders may exercise their warrant, notwithstanding articles of association or the conditions of issue, exercise their subscription any provision to the contrary in the articles of association or in the conditions right and possibly participate in the new issue as shareholders insofar as this of issue, and may participate as shareholder in the new issue, insofar as the right belongs to the former shareholders. old shareholders possess this right. Art. 502 Art. 502 In the event of early repayment, even partial, of the loan, decided by the If the company decides to repay the loan, even partially, early, the holders company, holders of bonds with subscription rights not detachable from the of bonds cum warrant can exercise their warrant for at least one month before bonds may exercise their subscription rights for one month. at least before the the date of the repayment. date of reimbursement. Section V. — Certificates Section V. — Certificates Art. 503 Art. 503 § 1. Certificates relating to shares, profit shares, convertible bonds or § 1. Certificates relating to shares, profit-sharing certificates, convertible subscription rights may be issued, in collaboration or not with the company, by bonds or warrants may be issued, with or without the cooperation of the a legal entity which retains or acquires the ownership of the securities to which company, by a legal person which continues to own or acquires possession of the certificates relate and undertakes to reserve any proceeds or income from the securities to which the certificates relate and undertakes to reserve the these securities for the holder of the certificates. These certificates may take proceeds of or income from those securities to the holder of the depositary bearer form, registered form or dematerialized form. However, certificates receipts. This may concern bearer certificates, registered certificates or relating to registered securities cannot be in bearer form. dematerialized certificates. However, a certificate relating to registered shares may not be bearer. The issuer of certificates exercises all the rights attached to the securities The issuer of the certificates exercises all rights attached to the securities to which they relate, including the right to vote. to which they relate, including voting rights. The issuer of certificates relating to registered securities is required to make The issuer of certificates relating to registered securities must make itself himself known as such to the company which issued the certified securities. known in that capacity to the company that issued the certified securities. This The latter will make this note in the register concerned. company enters that entry in the relevant register. The issuer of certificates The issuer of certificates relating to bearer securities is required to make relating to bearer securities must disclose its status as issuer to the company known its status as issuer to the company which issued the certified securities that issued the certified securities before exercising its voting rights. before any exercise of the right of vote. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29535 The issuer of certificates relating to beneficial shares or units shall Unless otherwise stated, the issuer of certificates relating to shares or immediately pay, unless otherwise provided, after deduction of any costs, profit-sharing certificates shall immediately and after deduction of any to the holder of the certificates the dividends, the any product of the costs make payable to the holder of the certificates the dividends, any subscription right and the proceeds of liquidation possibly distributed by proceeds from the warrant and any surplus after liquidation, which may be the company as well as any sum resulting from the reduction or amortization distributed by the company. , as well as all amounts resulting from the of the capital. reduction or redemption of the capital. Unless otherwise provided, the issuer of certificates may not transfer Unless otherwise stated, the issuer of certificates cannot transfer the the securities to which the certificates relate. However, no transfer of securities to which the certificates relate. securities to which certificates relate is permitted if the issuer has made a However, no transfer of securities to which certificates relate is permitted public call for savings. if the issuer has made a public appeal to savings. The certificates are, unless otherwise provided, exchangeable for the Unless otherwise stated, the depositary receipts can be exchanged for shares, profit-sharing certificates, bonds or subscription rights to which the shares, profit-sharing certificates, bonds or warrants to which they they relate. The clauses prohibiting the exchange must be limited in time. relate. Provisions regarding non-interchangeability must be limited to a Notwithstanding any provision to the contrary, the exchange may be certain period of time. Notwithstanding anything to the contrary, the holder obtained at any time by each holder of certificates in the event of non- of depositary receipts may at any time obtain the conversion if the issuer performance of the obligations of the issuer towards him or when his defaults on its obligations to it or its interests are seriously neglected. interests are seriously misunderstood. § 2. In the event of the certificate issuer's bankruptcy or any other § 2. In the event of bankruptcy of the issuer of certificates or in any other competition situation, the certificates are exchanged by operation of law case of concurrence, the certificates, notwithstanding anything to the notwithstanding any provision to the contrary and the certificate holders contrary, shall be exchanged by operation of law and the holders of collectively exercise their claim on the universality of titles certificates jointly exercise their right of recovery on the generality of the certificates of the same category and issued by the same company, owned certified securities of the same category issued by the same company, by the certificate issuer. which are held by the relevant certificate issuer. If, in the case referred to in the previous paragraph, this universality is If, in the case referred to in the previous paragraph, such generality is insufficient to ensure the full restitution of the securities, it will be distributed not sufficient to guarantee the full return of the securities, it shall be among the certificate holders in proportion to their rights. . distributed among the holders of depositary receipts in proportion to their rights. CHAPTER IV. — Securities transfers CHAPTER IV. — Transfer and transfer of securities First section. — On transfer in general Section I. — General Art. 504 Art. 504 The transfer of registered securities is effected by a declaration of The transfer of registered securities takes place by means of a transfer recorded in the register relating to these securities, dated and declaration of transfer, entered in the register of the securities concerned signed by the transferor and the transferee or by their attorneys. , as well and dated and signed by the transferor and the transferee or by their as in accordance with the rules relating to the assignment of debt authorized representatives; it may also be made in accordance with the established by article 1690 of the Civil Code. It is open to the company to provisions of Article 1690 of the Civil Code regarding the assignment of accept and record in the register a transfer which would be evidenced by claims. The company is free to recognize a transfer and to enter it in the correspondence or other documents establishing the agreement of the register, proof of which it will find in the letters or other documents showing transferor and the transferee. the consent of the transferor and of the transferee. The transfer of bearer shares is effected solely by tradition of the title. The transfer of bearer securities is effected by the single surrender of the effect. Art. 505 Art. 505 The deeds relating to the transfer of profit shares or any securities The deeds relating to the transfer of profit-sharing certificates or directly or indirectly conferring a right thereto mention their nature, the date securities giving direct or indirect rights thereto shall state their nature, the of their creation and the conditions prescribed for their date on which they were issued and the conditions for their transfer. cession. Section II. — Legal restrictions on the negotiability of securities Section II. — Legal restrictions on the free transferability of securities Art. 506 Art. 506 Transfers of shares that are not fully paid up are only enforceable In accordance with Article 76, transfers of shares that are not fully paid against third parties in accordance with Article 76 after the publication by up to third parties are only enforceable after publication in the form of a reference to the filing of the list of shareholders who are not have not fully notification of the deposit of the list of shareholders who have not fully paid paid up their shares referred to in Article 479, paragraph 2, 3°. up their shares, referred to in Article 479, second paragraph, 3°. Art. 507 Art. 507 The sale of unpaid shares cannot release their subscribers from The transfer of shares that are not fully paid up cannot relieve the contributing, up to the unpaid amount, to debts prior to publication. subscribers from the obligation to contribute to the amount of the unpaid amount in the debts prior to the publication of the transfer. The former owner has a solidary recourse against the person to whom he transferred The transferor has a joint and several story on him on who he are its title and against subsequent assignees. shares and to subsequent transferees. Machine Translated 29536by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL Art. 508 Art. 508 The profit shares, as well as all securities directly or indirectly conferring a right The profit-sharing certificates, as well as all securities that directly or indirectly to them, are only negotiable ten days after the filing of the second annual grant rights thereto, cannot be traded until ten days after the filing of the second accounts following their creation. . annual accounts after their issuance. Until that term has expired, they can only Until the expiry of this period, their assignment can only be made by public deed be transferred by authentic deed or private writing, served on the company within or in writing under private signature, served on the company within one month of one month after the transfer, on pain of nullity. If they are bearer, they remain the assignment, the whole penalty of nullity. If they are in bearer form, they will deposited in the treasury of the company until the aforementioned period has remain deposited in the company's cash till the expiry of the aforementioned expired. Certificates of deposit are issued containing the information referred to period. Deposit certificates will be issued, which will bear the particulars provided in Article 463, § 3. for in Article 463, § 3. Nullity can only be requested by the buyer. Only the buyer can claim the nullity. Art. 509 Art. 509 For companies that have made or make public calls on savings, profit shares With regard to companies that make or have made a public appeal to savings, subscribed in cash are immediately negotiable. profit-sharing certificates subscribed to in cash are immediately tradable. Section III. — Conventional restrictions Section III. — Conventional restrictions on the to the negotiability of securities free transferability of securities Art. 510 Art. 510 The articles of association, authentic deeds of issue of convertible bonds or The articles of association, the authentic deeds relating to the issuance of subscription rights and all other agreements may limit the transferability inter convertible bonds or warrants and all other agreements may impose limits on the vivos or the transferability mortis causa of registered or bearer shares or shares transferability, among the living or upon death, of registered or bearer shares or dematerialized securities, subscription rights or any other securities giving the dematerialized shares, of warrants or of all other securities giving the right to right to acquire shares, including convertible bonds, bonds with subscription acquire shares, including convertible bonds, bonds with preferential subscription rights or bonds redeemable in shares. rights or bonds redeemable into shares. Inalienability clauses must be limited in time and be Inalienability clauses must be limited in time and must always be justified on justified by the social interest at all times. the basis of the interest of the company. However, when the limitation results from an agreement clause or a clause However, where the restriction results from an approval clause or from a providing for a right of pre-emption, the application of these clauses cannot result clause providing for a pre-emption right, the application of those clauses may not in the non-transferability being extended for more than six months from the date have the effect of extending the non-transferability for more than six months from of the request for approval or the invitation to exercise the right of first refusal. the date of the request for approval. or of the invitation to exercise the right of pre- emption. When the clauses referred to in paragraph 3 provide for a period of more than If the clauses referred to in the third paragraph provide for a period of more six months, this period is automatically reduced to six months. than six months, this shall be shortened by operation of law to six months. Art. 511 Art. 511 Upon receipt by the company of the communication from the Banking and From the time the company receives notification from the Banking and Finance Finance Commission that it has received a notice of public takeover bid Commission that it has been notified of a public takeover bid for the securities of concerning it and, in the event of refusal of approval or application of the pre- that company, in the event of refusal to approve or apply the pre-emption rights, emption clauses, the holders of securities must be offered, within five days of the the securities holders must within five days of the closing of the offer, it is closing of the offer, the acquisition of their securities at a price at least equal to proposed that their securities be acquired by one or more persons who benefit the price of the offer or the counter-offer, by one or more persons benefiting from from such approval or in respect of whom the right of pre-emption will not be the approval or in respect of whom the right of pre-emption does not would not invoked, at a price at least equal to is at the price of the offer or counter-offer. be invoked. Art. 512 Art. 512 By way of derogation from Articles 510 and 511, the approval clauses Notwithstanding Articles 510 and 511, approval clauses included in the articles appearing either in the articles of association or in an authentic deed of issue of of association or in an authentic deed of issue of convertible bonds or warrants convertible bonds or subscription rights may be opposed to the author of the may be invoked against the offeror by the board of directors of the said company, public offer by the board of directors of the target company provided that the insofar as the refusal of approval is justified on the basis of a continued and non- refusal of approval is justified by the constant and non-discriminatory application discriminatory application of the approval rules adopted by the Board of Directors of the rules of approval adopted by the said Board of Directors and communicated and notified to the Banking and Finance Commission before the date of receipt to the Banking and Finance Commission before the date of receipt of the of the approval referred to in Article 511 statement. communication referred to in Article 511. Section IV. — Forced transfer of securities Section IV. — Forced sale of securities Art. 513 Art. 513 § 1. Any natural or legal person who, acting alone or in concert, holds 95% of § 1. Any natural person or any legal person who, acting alone or in concert, the securities conferring the right to vote of a public limited company which has owns 95% of the voting securities of a public limited company that makes or has made or makes a public appeal for savings, may acquire all of the shares made a public appeal to savings, may, by means of a squeeze-out bid, purchase conferring the right to vote of this company following a takeover bid. the whole of the voting securities of this company. at the end of the procedure, the securities not presented, whether or not the At the end of the procedure, the unoffered securities, regardless of whether owner has come forward, are deemed to have been transferred by operation of their owner has made themselves known, will be deemed to have been transferred law to this person with deposit of the price. Bearer shares not presented are by operation of law to that person with the price on consignment. Bearer securities automatically converted into registered shares and, through the intervention of not offered are converted by operation of law into registered securities and are the Board of Directors, are entered in the register of registered shares. entered by the board of directors in the register of registered securities. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29537 At the end of the takeover offer, the company will no longer be considered After the squeeze-out, the company is no longer considered a company that as having made or making a public appeal for savings, unless bonds issued by makes or has made a public appeal to savings, unless the bonds issued by this society are still widespread in the public. that company are still distributed to the public. § 2. Any natural or legal person who, acting alone or in concert, holds ninety § 2. Any natural person or any legal person who, acting alone or in concert, five percent of the shares conferring the right to vote of a limited company that owns 95% of the voting securities of a public limited liability company that does has not made or is not making publicly call for savings, may make a takeover not or has not made a public call on savings, may make a squeeze-out bid for bid relating to all of the securities conferring the right to vote of this company. the whole of to acquire the voting securities of this company. At the end of the procedure, with the exception of securities whose owner With the exception of securities which the owner has expressly indicated in has made it known expressly and in writing that he refuses to dispose of them, writing that he does not wish to relinquish them, the non-offered securities shall securities not previously sent are deemed to have been automatically be deemed to have been transferred to that person by operation of law on transferred to this person with deposit of the price. Bearer securities not consignment of the prize upon completion of the procedure. Bearer securities presented as well as bearer securities and dematerialized securities whose not offered, as well as bearer securities and dematerialized securities, which owner has indicated that he refuses to dispose of them are automatically the owner has indicated that he does not wish to relinquish them, are converted in registered shares and are, through the intervention of the Board automatically converted into registered securities and are registered by the of Directors, registered in the register of registered shares. board of directors in the register of registered securities. Where applicable, the costs related to the conversion into bearer shares of Where appropriate, the costs associated with a reconversion into bearer the shares which, pursuant to this paragraph, have been automatically securities of securities that have been legally converted into registered converted into registered shares, shall be borne by the society. securities pursuant to this paragraph, will be borne by the company. The offer referred to in the first paragraph of this paragraph is not subject to The offer referred to in the first paragraph of this paragraph is not subject to Title II of Royal Decree No. 185 of 9 July 1935 on the supervision of banks and Title II of Royal Decree No. 185 of 9 July 1935 on the banking supervision and the securities issues, nor in Chapter II of the law of March 2, 1989 relating to the issuance regime for titles and securities, nor to Chapter II of the Law of 2 the disclosure of major holdings in companies listed on the stock exchange March 1989 on the disclosure of major shareholdings in listed companies and and regulating public takeover bids, nor in article 4 of the law of December 4, for the regulation of public takeover offers, nor with Article 4 of the Law of 4 1990 on financial operations and financial markets. December 1990 on financial transactions and financial markets. § 3. The King may regulate the takeover bid, and in particular determine § 3. The King may regulate the squeeze-out bid, and in particular determine the procedure to be followed and the terms for setting the price of the takeover the procedure to be followed and the manner in which the price of the squeeze- bid. To this end, it ensures that security holders are informed and treated out bid is determined. He is also responsible for the provision of information to equally. § 4. The extract of the judicial decision which has become final or and equal treatment of the security holders. provisionally enforceable, pronouncing on the conditions of a forced sale, is § 4. The extract from the final or provisionally enforceable judgment filed and published. pursuant to section 75. establishing the conditions of a forced sale shall be deposited and published in accordance with Article 75. Section V. - Publication of major shareholdings Section V. — Disclosure of significant shareholdings Art. 514 Art. 514 Persons who acquire or sell securities, whether or not they represent the Persons acquiring or transferring voting securities, whether or not capital, conferring the right to vote, in public limited companies whose securities representing the capital of limited liability companies of which all or part of the conferring the right to vote are wholly or partly listed within the meaning of voting securities are listed within the meaning of Article 4, must notify such article 4, must declare this acquisition or sale in the cases and according to the acquisition or transfer in the cases and in accordance with the modalities procedures provided for by the law of March 2, 1989 relating to the publication described by the law of 2 March 1989 on the disclosure of major shareholdings of major holdings in listed companies and regulating takeover bids. in listed companies and on the regulation of public takeover offers. Art. 515 Art. 515 Articles 1 to 4 of the law of March 2, 1989 relating to the disclosure of major Articles 1 to 4 of the Law of 2 March 1989 on the disclosure of major holdings in companies listed on the stock exchange and regulating takeover shareholdings in listed companies and on the regulation of public takeover bids may be made applicable, in in whole or in part, by their articles of bids may be declared fully or partially applicable under the articles of association, to public limited companies whose shares conferring the right to association to public limited liability companies which do not have voting rights. vote are not listed within the meaning of Article 4; in this case, the articles of securities are listed within the meaning of Article 4; in this case, the statutes association may set other quotas and other deadlines than those provided for may determine quotas and deadlines other than those prescribed by the in the said articles; however, these quotas cannot be less than 3%. aforementioned articles; however, these quotas may not be less than 3 %. Articles 516, 534 and 545 are applicable. Articles 516, 534 and 545 apply. Art. 516 Art. 516 § 1. If the declarations required by virtue of articles 514 and 515, paragraph § 1. If the notifications required under Articles 514 and 515, paragraph 1, 1, have not been made according to the methods and within the prescribed have not been made in accordance with the modalities and within the prescribed time limits, the president of the commercial court in whose jurisdiction the periods, the president of the commercial court of the jurisdiction in which the company has its registered office, acting as an interim measure, may: company has its registered office may, if in summary proceedings: 1° pronouncing for a period of one year at most the suspension of 1° suspend the exercise of all or part of the rights attached to the securities the exercise of all or part of the rights relating to the securities concerned; concerned for a maximum period of one year; 2° during the term he determines, an already convened 2° suspending, for the period he fixes, the holding of a general meeting already convened. suspend the general meeting. Machine Translated 29538by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL § 2. The procedure is initiated by summons from the company or from one § 2. The procedure is instituted by a summons issued by the company or by or more shareholders with the right to vote. When the purpose of the request is one or more shareholders with voting rights. When the subject of the question to suspend the holding of a meeting already convened, the procedure may also concerns the suspension of a general meeting already convened, the procedure be initiated by the person whose securities are the subject of a request or a may also be initiated by the person whose securities are the subject of a decision to suspend the exercise of all or part of the rights relating thereto. question or decision to suspend all or part of the rights attached to the securities concerned. . When the subject of the request is the suspension, referred to in paragraph If the subject of the question concerns the suspension, in accordance with 1, 1°, of all or part of the rights relating to the securities concerned, it must, if paragraph 1, 1°, of all or part of the rights attached to the securities concerned, a declaration has been notified, be introduced, on pain of inadmissibility, fifteen it must, if notification has been made, on pain of inadmissibility, not later than days at most after the notification. fifteen days be submitted after the notification has been served. § 3. The president shall rule on the claim notwithstanding any prosecution for the same § 3. The president decides on the request notwithstanding any prosecution facts before another court. exercised for the same facts before any other jurisdiction. The chairman may, at the request of one of the interested parties and after The chairman may authorize the lifting of the measures ordered by him at having heard those who seized him as well as the company referred to in the request of one of the interested parties and after having heard the persons articles 514 and 515, grant the lifting e measures ordered by him. who have brought the case before him as well as the company referred to in Articles 514 and 515. § 4. If voting rights have been exercised that have been § 4. When voting rights suspended by the president of the commercial court suspended by the President of the Commercial Court and, in addition to have been exercised and, without these illegally exercised voting rights, the these unlawfully exercised voting rights, the attendance or majority quorum attendance or majority quorums required for the decisions of the general required for the decisions of the general meeting has not been reached, this meeting would not have been met, these decisions are null and void. shall render these null and void. resulting in decisions. TITLE IV. — Organs TITLE IV. — Bodies CHAPTER I. - Administration and daily management First section. CHAPTER I. — Management and day-to-day — Board of Directors Sub-section 1. — Status of directors management Section I. — Board of Directors Subsection I. — Statute of Directors Art. 517 Art. 517 Public limited companies are administered by natural or legal persons, The limited liability company is managed by natural or legal persons, whether remunerated or not. or not remunerated. Art. 518 art. 518 § 1. Directors must be at least three in number. § 1. There must be at least three directors. However, when the company is constituted by two founders or when, at a However, if the company is founded by two persons or if it is determined at general meeting of shareholders of the company, it is noted that the latter has a general meeting of shareholders of the company that the company has no not more than two shareholders, the composition of the board of directors may more than two shareholders, the board of directors may consist of only two be limited to two members until the ordinary general meeting following the members until the day of the ordinary general meeting which follows the recognition by any legal means of the existence of more than two shareholders. determination, by all means, that there are more than two shareholders. two shareholders. The statutory provision granting a casting vote to the Chairman of the The statutory provision that grants a casting vote to the chairman of the Board of Directors automatically ceases to have effect until the Board of board of directors ceases to have effect by operation of law until the board of Directors is once again composed of at least three members. . directors again consists of at least three members. § 2. The directors are appointed by the general meeting of shareholders; however, they can be § 2. The directors are appointed by the general meeting of shareholders; appointed for the first time by the deed of incorporation of the company. however, they may, for the first time, be appointed by the company's constitutive act. § 3. The term of their mandate cannot exceed six years, they are always § 3. The duration of their assignment may not exceed six years; they can be revocable by the general assembly. dismissed by the general meeting at any time. Art. 519 Art. 519 In the event of a vacancy of a place of director and unless otherwise provided If a directorship becomes vacant, the remaining directors have the right to in the articles of association, the remaining directors have the right to fill it temporarily fill the vacancy, unless the articles of association provide otherwise. provisionally. In this case, the general assembly, during the first meeting, In that case, the general meeting will make the definitive appointment at its proceeds to the final election. next meeting. In the event of a vacancy before the expiry of the term of a mandate, In the event of a premature vacancy, the newly appointed board the appointed administrator completes the term of the one he replaces. out of the time of the one he replaces. Art. 520 Art. 520 Unless otherwise provided in the company deed, directors are eligible for re- Unless the deed of incorporation provides otherwise, the directors election. renewable. Sub-Section II. — Competences and operation Subsection II. — Competence and procedure Art. 521 Art. 521 The administrators form a college. The directors form a college. In exceptional cases duly justified by the emergency and the social interest, In exceptional cases, when urgent necessity and the interests of the company the decisions of the board of directors may be taken, if the articles of association so require, the resolutions of the board of directors, if permitted by the articles authorize it, by unanimous consent of the directors, expressed by write. of association, may be adopted by unanimous written agreement of the directors. However, this procedure cannot be used for the closing of the annual However, this procedure cannot be followed for the adoption of the annual accounts, the use of the authorized capital or any other case that the articles accounts, the use of the authorized capital or in any other case excluded by of association intend to exclude. the articles of association. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29539 Art. 522 Art. 522 § 1. The board of directors has the power to perform all acts necessary § 1. The board of directors is authorized to perform all acts that are or useful for the achievement of the corporate purpose of the company, necessary or useful to achieve the object of the company, except for those with the exception of those reserved by law. at the general meeting. for which only the general meeting is authorized by law. The articles of association may place restrictions on the powers of the The powers of the board of directors may be limited by the articles of board of directors. These restrictions, as well as any distribution of tasks association. Such a limitation cannot be enforced against third parties, just agreed upon by the directors, are not enforceable against third parties, like the possible division of duties agreed by the directors, even if that even if they are published. limitation or division has been made public. § 2. The board of directors represents the company vis-à-vis third parties and in court as a claimant or § 2. The Board of Directors represents the company vis-à-vis third as a defendant. However, the articles of association may authorize one parties and in legal proceedings, either as plaintiff or defendant. However, or more directors to represent the company alone or jointly. Such a the articles of association may give quality to one or more directors to provision may be enforced against third parties. The articles of association represent the company, either alone or jointly. This clause is enforceable may impose restrictions on this authority, but these restrictions, just like against third parties. The articles of association may impose restrictions on the possible division of duties agreed by the directors, cannot be enforced this power, but these restrictions, as well as any distribution of tasks agreed against third parties, even if that limitation or division has been made public. upon by the directors, are not binding on third parties, even if they are published. Art. 523 Art. 523 § 1. If a director has, directly or indirectly, an opposing interest of a § 1. If a director, directly or indirectly, has an interest of a patrimonial financial nature to a decision or an operation falling within the scope of the nature that conflicts with a decision or transaction that falls within the board of directors, he must communicate it to the other directors before competence of the board of directors, he must inform the other directors the deliberation. ´ration to the Board of Directors. Her before the board of directors takes a decision. His statement, as well as declaration, as well as the reasons justifying the opposing interest that the justifications regarding the aforementioned conflict of interest, must be exists on the part of the director concerned, must appear in the minutes of recorded in the minutes of the board of directors that has to take the the board of directors which will have to take the decision. . In addition, he decision. If the company has appointed one or more supervisory directors, must, when the company has appointed one or more auditors, inform them. the director concerned must also inform those supervisory directors of the conflict of interest. For publication in the management report, referred to in article 95, or, With a view to their publication in the report referred to in Article 95, or in the absence of a report, in a document which must be filed at the same in the absence thereof in a document that must be filed at the same time time as the annual accounts , the board of directors shall describe, in the as the annual accounts, the board of directors shall describe in the minutes minutes, the nature of the decision or the operation referred to in the first the nature of the decision referred to in the first paragraph or transaction paragraph and a justification for the decision that was taken as well as the and justify the decision taken. The financial consequences of this for the financial consequences for the company. The management report contains company must also be stated in the minutes. The minutes must be included all of the minutes referred to above. in their entirety in the report. The auditors' report, referred to in article 143, must include a separate The report of the statutory auditors referred to in Article 143 must contain description of the financial consequences which result for the company a separate description of the financial consequences for the company of from the decisions of the board of directors, which included an opposing the resolutions of the Executive Board in respect of which there is a conflict interest within the meaning of the first paragraph . of interest within the meaning of the first paragraph. For companies that have made or make public calls for savings, the In the case of companies that make or have made a public appeal to director referred to in the first paragraph may not attend the deliberations savings, the director referred to in the first paragraph may not participate of the board of directors relating to these transactions or decisions, nor in the deliberations of the board of directors on these transactions or take part in the vote. decisions, or in the voting in that regard. § 2. The company may act to nullify decisions taken or operations § 2. The company may claim the nullity of decisions or transactions that carried out in violation of the rules provided for in this article, if the other have taken place in violation of the rules laid down in this article, if the party to these decisions or operations had or should have had knowledge other party was or should have been aware of that violation at the time of of this violation. those decisions or transactions. § 3. Paragraph 1 does not apply if the § 3. § 1 is not applicable when the decisions or operations for which decisions or transactions within the competence of the board of directors the board of directors is responsible relate to decisions or operations relate to decisions or transactions concluded between companies of which entered into between companies of which one of holds directly or indirectly one directly or indirectly holds at least 95% of the the voices associated at least 95% of the votes attached to all the securities issued by the other with or between companies including at least 95% of the votes attached to all securities issued by each of them are held by another company. the entirety of the securities issued by the other, or between companies in which at least 95% of the votes attached to the entirety of the securities issued by each of them are held by another company. Similarly, § 1 does not apply when the decisions of the board of In addition, § 1 does not apply when the decisions of the board of directors relate to normal operations entered into under normal market directors relate to customary transactions that take place under the conditions and guarantees for operations of the same nature. conditions and against the securities usually applicable on the market for similar transactions. Art. 524 Art. 524 § 1. For listed companies, any decision falling within the purview of the § 1. In the case of listed companies, decisions that fall within the board of directors and which may give rise to a direct or indirect financial competence of the board of directors and which may result in a direct or advantage to a shareholder holding a decisive influence or indirect capital advantage being granted to a shareholder who exercises significant impact on the appointment of the directors of this company, is decisive influence or significant influence on the designation of the directors subject to the following procedure. of this company, subject to the following procedure. Machine Translated 29540by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL The board of directors of the company concerned appoints three directors The board of directors of the company concerned instructs three directors chosen for their independence with respect to the decision or the operation chosen for their independence with regard to the decision or the proposed envisaged, assisted by an expert chosen for the same reasons, to proceed with transaction, assisted by an expert chosen for the same reasons, with the a description and a substantiated assessment of the financial consequences financial consequences of the decision or the proposed transaction for describe for the company concerned of the decision or the public ration envisaged. This the company concerned and provide a reasoned assessment thereof. This description and this evaluation must establish the interest for the company and description and assessment must demonstrate the importance of the decision all of its shareholders of the decision or the operation, as well as the absence or transaction for the company and the joint shareholders, as well as the of a benefit having the character of privileged remuneration which would be absence of any advantage in the nature of preferential remuneration that would granted directly or indirectly to a shareholder. be granted directly or indirectly to a shareholder. In the light of the aforementioned reports and subject to the customary The board of directors deliberates and votes on the basis of the abstentions as defined in Article 523, § 1, paragraph 4, the Board of Directors aforementioned reports and with due observance of the customary abstentions deliberates and vote. referred to in Article 523, § 1, fourth paragraph. The use of this procedure is mentioned in the minutes of the meeting. The The application of this procedure is recorded in the minutes of the meeting. commissioners are informed. The conclusions of the aforementioned reports The Commissioners will be informed accordingly. The decisions of the above and the description of the decisions taken are included in the annual reports and the description of the decisions taken must be included in the management report. annual report. The auditors' annual report contains the same description and The annual report of the supervisory directors contains the same description, the appropriate comments. as well as appropriate comments. § 2. The company may act to nullify decisions taken or operations carried § 2. The company may claim the nullity of decisions or transactions that have out in violation of the rules provided for in this article, if the other party to these taken place in violation of the rules laid down in this article, if the other party decisions or operations had or should have had knowledge of this violation. was or should have been aware of that violation at the time of those decisions or transactions. § 3. Paragraph 1 does not apply if the decisions or transactions § 3. § 1 is not applicable when the decisions or operations for which the within the competence of the board of directors relate to decisions or board of directors is responsible relate to decisions or operations entered into transactions concluded between companies of which one directly or indirectly between companies of which one of holds directly or indirectly at least 95% of holds at least 95% of the the votes attached to the entirety of the securities the votes attached to issued by the other, or between companies in which at least 95% of the votes all the securities issued by the other or between companies of which at least attached to the entirety of the securities issued by each of them are held by 95% of the votes attached to all the securities issued by each of them are held another company. by a another company. Similarly, § 1 does not apply when the decisions of the board of directors In addition, § 1 does not apply when the decisions of the board of directors relate to normal operations entered into under normal market conditions and relate to customary transactions that take place under the conditions and guarantees for operations of the same nature. against the securities usually applicable on the market for similar transactions. Section II. — Daily management Section II. — Daily management Art. 525 Art. 525 The day-to-day management of the company's affairs, as well as the The day-to-day management of the company, as well as the representation representation of the company with regard to this management, may be of the company with regard to that management, may be entrusted to one or delegated to one or more persons, shareholders or not, acting alone or jointly. more persons, whether or not shareholders, who act alone or jointly. Their appointment, dismissal and powers are governed by the articles of Their appointment, dismissal and authority are regulated by the articles of association. However, the restrictions placed on their powers of representation association. Restrictions on their authority to represent the day-to-day for the purposes of day-to-day management are unenforceable against third management cannot, however, be enforced against third parties, even if they parties, even if they are published. have been made public. The clause under which day-to-day management is delegated to one or The provision that the day-to-day management is entrusted to one or more more persons acting either alone or jointly is enforceable against third parties persons acting alone or jointly may be enforced against third parties under the under the conditions provided for in Article 76. conditions set out in Article 76. Section III. — Exceeding the corporate purpose Section III. — Exceeding the target Art. 526 Art. 526 The company is bound by the acts performed by the board of directors, by The company is bound by the acts of the board of directors, of the directors the directors authorized to represent it in accordance with article 522, § 2, or by who, in accordance with article 522, § 2, have the authority to represent it or of the bequeathed to the day-to-day management, even if these acts exceed the the persons entrusted with the day-to-day management, even if those acts are corporate purpose, unless it proves that the third party knew that the act outside its control. purpose, unless it proves that the third party was aware of it exceeded this purpose or that it did not could be unaware of it, given the or could not have been ignorant in the circumstances; however, publication of circumstances, without the mere publication of the articles of association being the articles of association alone is not sufficient proof. sufficient to constitute this proof. Section IV. — Responsabilite´s Section IV. — Liability Art. 527 Art. 527 Directors and day-to-day management delegates are liable, in accordance The directors and executive directors are responsible in accordance with with common law, for the execution of the mandate they have received and for common law for the fulfillment of the task assigned to them and liable for the any errors committed in their management. shortcomings in their management. Art. 528 Art. 528 The directors are jointly and severally liable, either to the company or to third The directors are jointly and severally liable, either towards the company or parties, for any damages resulting from breaches of the provisions of this code towards third parties, for all damage resulting from a violation of the provisions or of the company's statutes. of this code or of the company's articles of association. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29541 They will only be released from this responsibility, as regards offenses in With regard to the violations in which they did not participate, they will only which they have not taken part, if no fault is attributable to them and if they be released from that liability if no fault can be attributed to them and they have have denounced these offenses to the assembly. the next general after they denounced the violations at the first general meeting after they have become know about it. aware of them. Art. 529 Art. 529 Without prejudice to article 528, the directors are personally and jointly Without prejudice to Article 528, the directors are personally and severally liable for damages suffered by the company or third parties as a result of liable for the damage suffered by the company or by third parties as a result of decisions taken or operations carried out in accordance article 523, if the decisions or transactions that have taken place in accordance with Article 523, decision or the transaction has given them or one of them an undue financial if that decision or transaction constitutes an unlawful financial act to them or to advantage to the detriment of the company. one of them. benefit to the detriment of the company. Art. 530 Art. 530 In the event of bankruptcy of the company and insufficient assets and if it is If, in the event of the bankruptcy of the company, the debts exceed the established that a serious and characteristic fault on their part contributed to income, directors or former directors, as well as all other persons who have the bankruptcy, any director or former director, as well as any other person had actual management powers with regard to the affairs of the company, can who effectively held the power to manage the company been, may be declared be declared personally and jointly and severally liable for the whole or a part of personally liable, with or without joint and several liability, for all or part of the the company's debts up to the amount of the deficit, if it is established that an social debts up to the amount of the insufficiency of assets. apparent gross error committed by them contributed to the bankruptcy. CHAPTER II. - General Meeting of Shareholders CHAPTER II. - General Meeting of Shareholders First section. — Common provisions Section I. — Common Provisions First subsection. - Skills Subsection I. — Powers Art. 531 art. 531 The general meeting of shareholders has the most extensive powers The general meeting of shareholders has the most extensive powers to to make or ratify the acts which interest society. perform or ratify the acts that concern the company. Sub-Section II. — Convening of the general meeting Subsection II. — Convocation of the general meeting Art. 532 Art. 532 The board of directors and the commissioners, if there are any, can convene The board of directors and the statutory auditors, if any, may convene the the general meeting. They must convene it at the request of shareholders general meeting. They must convene it when shareholders representing one- representing one-fifth of the share capital. fifth of the share capital so request. Art. 533 Art. 533 The convocations for all general meetings contain the agenda and are made The convocations to a general meeting state the agenda and they are made by inserting announcements: by means of an announcement that is placed: a) at least eight days before the meeting, in the Belgian Official Gazette; b) twice, with an interval of at least a) at least eight days before the meeting, in the Belgian Official Gazette; eight days and the second time at least eight days before the meeting, in a national newspaper and in a magazine from the region where the company has b) twice, at least eight days apart and the second, at least eight days before its registered office. the meeting, in a press organ with national circulation and in a regional press organ of the head office of the society. Letters will be sent, fifteen days before the meeting, to shareholders, A letter will be sent fifteen days before the meeting to the holders of holders of bonds or holders of a subscription right in their name, to holders of registered shares, bonds or warrants, to the holders of registered certificates registered certificates issued with the collaboration of the company te´, to the issued with the cooperation of the company, to the directors and to the statutory administrators and to the statutory auditors, but without it having to be justified auditors; it is not necessary, however, to submit proof of the fulfillment of this that this formality has been completed. formality. When all the shares, bonds, subscription rights or certificates issued with If all shares, bonds, warrants or certificates issued with the cooperation of the collaboration of the company are registered, convocations can only be the company are registered, a notice by registered letter will suffice. made by registered letter. The agenda must contain an indication of the subjects to be dealt with as The agenda must contain the subjects to be discussed and, for companies well as, for companies having made or making a public call for savings, the that make or have made a public appeal to savings, the proposed resolutions. proposals for decision. Art. 534 Art. 534 When, in the twenty days preceding the date for which a general meeting If, within twenty days before the date on which a general meeting is has been convened, a company receives a declaration or becomes aware of convened, a company has received or knows that a notification should have the fact that If a declaration should have or must be made by virtue of articles been or still has to be made pursuant to Articles 514 or 515(1), the board of 514 or 515, paragraph 1, the board of directors may postpone the meeting to directors adjourns the meeting to three weeks. The general meeting is convened three weeks. The postponed general meeting is convened in the usual manner. in the ordinary way. Its agenda may be supplemented or amended. Her agenda may be supplemented or changed. Art. 535 Art. 535 A copy of the documents that must be made available to registered Together with the convocation letter, the holders of registered shares, the shareholders, directors and statutory auditors by virtue of this code is sent to directors and the statutory auditors will be sent a copy of the documents that them at the same time as the convocation. must be made available to them pursuant to this Code. Machine Translated 29542by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL A copy of these documents is also sent without delay to persons who, no A copy of these documents will also be sent without delay to those who, at later than seven days before the general meeting, have completed the the latest seven days before the general meeting, have complied with the formalities required by the articles of association to be admitted to the assembly. formalities prescribed by the articles of association to be admitted to the Persons who have completed these formalities after this deadline receive a meeting. The persons who have completed these formalities after this time will copy of these documents at the general meeting. receive a copy of these documents at the general meeting. Any shareholder, bondholder, holder of a subscription right or holder of a Any shareholder, bond holder, warrant holder or holder of a certificate issued certificate issued with the collaboration of the company has the right to obtain with the cooperation of the company may obtain a copy of these documents free of charge, on production of his title, fifteen days before the general meeting, free of charge, upon presentation of its securities, from fifteen days before the a copy of these documents to the registered office of the company. general meeting at the registered office of the company. Sous-Section III. — Participation a` l’assemble´e ge´ne´rale Subsection III. — Participation in the general meeting Art. 536 Art. 536 The articles of association determine the formalities to be completed in order to be The articles of association determine the formalities that must be fulfilled in order to: admitted to the general meeting. to be admitted to the general meeting. The right to take part in the general meeting of a company having made or The right to participate in the general meeting of a company that makes or making a public appeal for savings is subject either to the registration of the has made a public appeal to savings is only granted on the basis of the shareholder in the register of registered shares of the company, either by registration of the shareholder in the register of shares in the name of the depositing bearer shares, or by depositing a certificate, drawn up by the company, either on the basis of the deposit of the bearer shares, or on the approved account holder or the liquidation body noting the unavailability, until basis of the deposit of a certificate drawn up by the recognized account holder the date of the general meeting, of the dematerialized shares, at the places or by the clearing institution establishing the unavailability of the dematerialized indicated in the notice of meeting, in the deadline specified in the articles of shares up to the date of the general meeting, on the places indicated in the association, which cannot be more than six days or less than three working convocation letter, within the term established by the articles of association, but days before the date set for the general meeting ´neral. If the articles of at least three working days and at most six working days before the date association are silent, this period will expire on the third day before the date determined for the meeting of the general meeting. In the absence of any fixed for the meeting of the general assembly. mention in the articles of association, the term expires on the third day before the date determined for the meeting of the general meeting. Art. 537 art. 537 Holders of bonds, holders of subscription rights or certificates issued with The holders of bonds, warrants or certificates issued with the cooperation the collaboration of the company may attend general meetings, but only in an of the company may attend the general meeting, but only with an advisory vote. advisory capacity. Art. 538 Art. 538 The auditors attend general meetings when they are The statutory auditors attend the general meeting when it has to deliberate called upon to deliberate on the basis of a report drawn up by them. on the basis of a report drawn up by them. Subsection IV. — Holding of the general meeting Subsection IV. — Conduct of the general meeting Art. 539 Art. 539 A list of those present is kept at each general meeting. An attendance list is kept at every general meeting. Art. 540 Art. 540 The directors answer the questions put to them by the shareholders The directors answer questions put to them by the shareholders with regard concerning their report or the items on the agenda, insofar as the communication to their report or to the items on the agenda, insofar as the communication of of data or facts does not is not likely to cause serious harm to the company, information or facts is not of such a nature that it would cause serious harm to the shareholders or the personnel of the company. the company, the shareholders or the company's staff. The auditors answer questions put to them by shareholders regarding their The statutory auditors answer the questions put to them by the shareholders report. They have the right to speak at the general meeting in relation to the with regard to their report. They have the right to speak at the general meeting performance of their duties. in connection with the fulfillment of their duties. Art. 541 Art. 541 When the shares are of equal value, each gives the right to one vote. If the shares have equal value, they each give the right to one vote. When they are of unequal value or when their value is not mentioned, each If they are not of equal value or if their value is not expressed, each of them of them automatically confers a number of votes proportional to the part of the shall be entitled by operation of law to a number of votes in proportion to the capital that it represents, in counting as one vote the share representing the portion of the capital which they represent, on the understanding that the share lowest quota; fractions of votes are not taken into account, except in the cases representing the lowest amount shall be one vote is charged; parts of votes are provided for in article 560. neglected, except in the cases provided for in Article 560. The exercise of voting rights relating to shares on which payments have As long as the duly requested and payable payments have not been made, not been made is suspended as long as these payments, duly called and the exercise of the voting rights attached to the shares on which these payments payable, have not been made. will not have been carried out. have not been made will be suspended. Art. 542 Art. 542 The articles of association determine whether, and to what extent, a voting right is The articles of association determine whether and to what extent voting rights are granted to granted to holders of profit shares. the holders of profit-sharing certificates. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29543 These may not, under any circumstances, give the right to more than one Under no circumstances can these securities entitle the holder to more than vote per title, be allocated overall a number of votes greater than half of that one vote per security; in all, no more votes can be allocated to them than half of allocated to the whole shares, nor be counted in the vote for a number of votes the number allocated to the joint shares, and in voting they cannot be counted for greater than two-thirds of the number of votes cast by the shares. more than two-thirds of the number of votes cast by the shares. If the votes subject to the limitation are cast in different directions, the If the votes subject to the restriction are cast in different sense, the reduction reductions are made proportionally; fractions of votes are not taken into account. will be applied proportionally; parts of votes are neglected. Art. 543 Art. 543 For the determination of the conditions of presence and majority at For the determination of the attendance and majority rules to be observed in observed in general meetings, the following shall not be taken into account: the general meeting, the following shall not be taken into account: 1° preferred shares without voting rights, except in the case where a 1° the preference shares without voting rights, except in cases where their their right to vote is recognized; 2° voting rights have been granted; 2° the suspended shares. shares that are suspended. Art. 544 Art. 544 The articles of association may limit the number of votes that each shareholder The articles of association may limit the number of votes each shareholder has at meetings, provided that this limitation applies to all shareholders regardless may have at the meetings, provided that such limitation is mandatorily applicable of the securities for which they take part in the vote. to each shareholder without distinction of the security with which he participates in the vote. Art. 545 Art. 545 No one may take part in the vote at the general meeting of a company for a No one may vote at the general meeting of a company for more voting rights number of votes greater than that relating to the securities for which he has than those attached to securities which he has notified at least twenty days before declared the possession, in accordance with articles 514 or 515, paragraph 1, at the date of the general meeting, in accordance with article 514 or 515, paragraph least twenty days before the date of the general meeting. Article 2 of the law of 1. Article 2 of the Law of 2 March 1989 on the disclosure of major shareholdings March 2, 1989 relating to the disclosure of major holdings in companies listed on in listed companies and on the regulation of public takeover offers applies to this the stock exchange and regulating takeover bids is applicable to this paragraph. paragraph. has. The first paragraph does not apply: The first paragraph does not apply: 1° to 1° to securities to which is attached a voting power of less than 5% of the total the securities in which less than 5% of the voting rights total voting rights existing on the date of the general meeting neural; 2° to securities on the date of the general meeting; to which is attached a voting power situated between two of the successive 2° on securities to which voting rights are attached that fall between two thresholds of five points referred to in Article 1, §1, of the law of 2 March 1989 successive thresholds of five points as referred to in Article 1, § 1, of the Law of relating to the publication of major shareholdings in companies listed on the stock 2 March 1989 on the disclosure of significant shareholdings in listed companies exchange and regulating takeover bids; and on the regulation of public takeover offers, include; 3° on the securities subscribed for with the exercise of a pre-emptive right, on the securities acquired by succession or pursuant to a merger, division or liquidation, nor on securities 3° to securities subscribed by exercise of a preferential right, to bills acquired acquired in the context of a public purchase offer made in accordance with the by succession or following a merger, demerger or liquidation, nor to bills acquired provisions prescribed by or pursuant to CHAPTER II of the Law of 2 March 1989 in execution of a public offer of acquisition carried out in accordance with the on the disclosure of major shareholdings in listed companies and on the regulation provisions provided for by or by virtue of CHAPTER II of the law of March 2, 1989 of public takeover offers. relating to the publicizing significant holdings in listed companies and regulating takeover bids. When voting rights suspended by virtue of the first paragraph have been When voting rights that have been suspended pursuant to paragraph 1 have exercised and, without these illegally exercised voting rights, the attendance or been exercised and, in addition to these unlawfully exercised voting rights, the majority quorums required for the decisions of the general assembly would not attendance or majority quorum required for decisions at the general meeting has have been united, these decisions are null and void. not been reached, the nullity of those decisions shall be null and void. Art. 546 Art. 546 The minutes of the general meetings are signed by the members of the office The minutes of the general meetings are signed by the members of the bureau and by the shareholders who so request; the dispatches to be delivered to third and by the shareholders who so request; copies for third parties are signed by parties are signed by one or more directors, in accordance with the provisions of one or more directors, as stipulated in the articles of association. the articles of association. Sub-Section V. — Procedures for exercising the right to vote Subsection V. — Methods of exercising the right to vote Art. 547 Art. 547 All voting shareholders may vote personally or by proxy. All shareholders entitled to vote may vote in person or by proxy. Art. 548 Art. 548 For companies having made or making a public call for savings, any request For companies that make or have made a public appeal to savings, each for power of attorney must contain at least, on pain of nullity, the following request to grant a power of attorney must, on pain of nullity, contain at least the information: following information: 1° the agenda, stating the subjects to be discussed and the 1° the agenda with an indication of the subjects to be discussed as well as the proposed decisions; (2) the request for instructions for exercising the right to proposals for a decision; vote on each of the items on the agenda; 2° the request for instructions on the exercise of voting rights with regard to the various topics of the agenda; 3° an indication of the direction in which the agent will exercise his right 3° the notification of how the authorized representative will exercise his voting to vote in the absence of instructions from the shareholder. rights in the absence of instructions from the shareholder. Machine Translated 29544by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL Art. 549 Art. 549 The public solicitation of proxies is subject to the conditions The public request to grant proxies is subject to the following conditions: 1° the following: the proxy is only requested for one general meeting; however, it applies to 1° the proxy is only solicited for a single meeting, but it is valid for successive general meetings if they have the same agenda; successive meetings with the same agenda; 2° the power of attorney is 2° the power of attorney can be revoked; revocable; 3° the request for power of attorney must contain, at least, the 3° the request to grant a power of attorney contains at least the following following particulars: information: a) the agenda, stating the subjects to be discussed and the a) the agenda with an indication of the subjects to be dealt with as well as the proposals for decisions; b) an indication that the corporate documents are proposals for a decision; available to b) the notification that the company's documents are the shareholder requesting them; be available to the shareholder who so requests; (c) an indication of the direction in which the proxy will exercise his right to c) the notification in which sense the authorized representative will exercise vote; his right to vote; d) a detailed description and justification of the purpose of d) a detailed description and justification of the purpose of the person the person requesting a power of attorney. soliciting the proxy. The agent may deviate from the instructions given by his principal, either The authorized representative may deviate from the instructions of his because of circumstances unknown at the time the instructions were given, principal, either because of circumstances that were not known at the time or when their execution would risk compromising the interests wishes of the the instructions were given, or when the execution of those instructions could principal. The agent must inform his principal. harm the principal's interests. The authorized representative must inform his principal thereof. When the proxy request relates to a company that has made or is publicly If the request to grant a power of attorney concerns a company that makes calling on savings, a copy of the aforementioned request is communicated to or has made a public appeal to savings, a copy of that request shall be sent the Banking and Finance Commission three days before making the solicitation to the Banking Commission three days before the request for the power of public. attorney is made public. and Finance communicated. When the Banking and Finance Commission considers that the request Does the Banking and Finance Commission consider that the request does not provide does not sufficiently inform the shareholders or that it is likely to mislead them, sufficient information to the shareholders or that it it informs the person requesting the proxy. misrepresentation, it shall inform the person requesting the power of attorney. If the comments made are not taken into account, the Commission If the comments made are not taken into account, the Banking and Finance Banking and Finance Board may make its opinion public. Commission may publish its advice. No mention of the intervention of the Banking and Financial Commission In accordance with Article 30 of Royal Decree No. 185 of 9 July 1935 on may be made in the public solicitation of powers of attorney in accordance bank control and the issuance regime for titles and securities, no reference with Article 30 of Royal Decree No. 185 of 9 July 1935 on the control of banks may be made to the actions of the Banking and Finance Commission in the and the securities issues system. public application for the granting of powers of attorney. . The King determines the public nature of a proxy solicitation. The King determines the public nature of a request to grant proxies. Art. 550 Art. 550 The articles of association may authorize any shareholder to vote by The articles of association may authorize any shareholder to vote by correspondence, by means of a form, the particulars of which are set out in the correspondence by means of a form, the references of which are specified in statutes. the articles of association. The forms, in which the meaning of a Forms stating neither the voting method nor the abstention are null and vote or abstention are void. void. For the calculation of the quorum, only the forms which have been received For the calculation of the quorum, only the forms that the company has by the company before the meeting of the general meeting, within the ´periods received for the meeting of the general meeting are taken into account, with fixed by the statutes. due observance of the terms stipulated in the articles of association. Article 536, paragraph 2, is applicable when a company allows postal Article 536, second paragraph, applies if a company allows voting by voting. correspondence. Art. 551 Art. 551 § 1. The exercise of the right to vote may be the subject of agreements § 1. Shareholders' agreements may regulate the exercise of voting rights. between shareholders. These agreements must be limited in time and be justified These agreements must be limited in time and must always be by the corporate interest at all times. are accounted for in the interest of the company. However, the following However, the following are void: 1° agreements that are contrary to the provisions of this code or are void: 1° agreements that are contrary to the provisions of this Code or to the social interest; to the interests of the company; 2° agreements in which a shareholder 2° agreements by which a shareholder undertakes to vote in accordance undertakes to vote in accordance with the guidelines of the company, of a with the directives given by the company, by a subsidiary or by one of the subsidiary or of one of the bodies of those companies; 3° agreements in which organs of these companies; a shareholder undertakes vis-à-vis the same companies or the same bodies to approve the proposals of the company's bodies. 3° agreements by which a shareholder undertakes vis-à-vis the same companies or the same bodies to approve the proposals emanating from the bodies of the company. § 2. Agreements between shareholders that are contrary to the § 2. Shareholders' agreements that conflict with Articles 510 and 511 are Sections 510 and 511 are void. null and void. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29545 § 3. The votes cast at the general meeting by virtue of the agreements § 3. Votes cast during a general meeting on the basis of agreements referred referred to in § 1, paragraph 3, and § 2 are void. These votes result in the to in § 1, third paragraph, and § 2 are null and void. Those votes entail the nullity of the decisions taken unless they have had no impact on the validity of nullity of the decisions taken, unless they have had no influence whatsoever the vote taken. The action for nullity is prescribed six months after the vote. on the validity of the vote taken. The claim for annulment lapses after six months from the vote. Section II. — Ordinary general meeting Section II. - Ordinary general meeting Art. 552 Art. 552 There must be held, each year, at least one general meeting Every year at least one general meeting must be held in the municipality, on in the municipality, on the day and time indicated by the statutes. the day and time determined by the statutes. Art. 553 Art. 553 Fifteen days before the general meeting, shareholders, bondholders and Fifteen days before the general meeting, the shareholders, the holders of holders of subscription rights and certificates issued with the collaboration of bonds, warrants and certificates issued with the cooperation of the company, the company may take cognizance , at the registered office, of the following may take cognizance at the registered office of the company: documents: 1° the annual accounts; 2° where applicable, the consolidated accounts; 3° the list of shareholders who have not paid up their shares, with 1° the annual accounts; 2° where appropriate, the consolidated annual accounts; 3° the list of shareholders who have not fully paid up their shares, the indication of the number of their shares and that of their domicile; stating the number of their shares and their place of residence; 4° the list of public funds, shares, bonds and other 4° the list of public funds, shares, bonds and other company securities that make up the portfolio; securities of companies making up the portfolio; 5° the annual 5° the management report and the auditors' report. report and the report of the statutory auditors. The annual accounts, the management report and the auditors' report are The annual accounts, the annual report and the report of the statutory made available to shareholders in accordance with article 535. auditors are made available to the shareholders in accordance with article 535. Art. 554 Art. 554 The general meeting hears the management report and the report of the The general meeting hears the annual report and the report of the auditors and discusses the annual accounts. supervisory directors and handles the annual accounts. After the approval of the annual accounts, the general meeting decides by After the approval of the annual accounts, the general meeting decides by a special vote on the discharge of the directors and auditors. This discharge is separate vote on the discharge to be granted to the directors and supervisory only valid if the annual accounts contain neither omission nor false indication directors. This discharge is only legally valid if the true situation of the company concealing the real situation of the company and, as regards acts performed is not hidden by any omission or incorrect statement in the annual accounts outside the articles of association or in contravention of this code, unless they and, with regard to extra-statutory or non-statutory transactions, if these are have been specifically indicated in the summons. specifically indicated in the notice. Art. 555 Art. 555 The Board of Directors has the right to extend, at a meeting, the decision During the meeting, the board of directors has the right to postpone the relating to the approval of the annual accounts to three weeks. decision regarding the approval of the annual accounts for three weeks. This This extension does not cancel the other decisions taken, unless the general adjournment does not affect the other resolutions passed, unless otherwise meeting decides otherwise. The second meeting has the right to finalize the decided by the general meeting. The next meeting has the right to definitively annual accounts. adopt the annual accounts. Section III. — Assemble´e ge´ne´rale spe´ciale Section III. — Special general meeting Art. 556 Art. 556 Only the general meeting can confer on third parties rights affecting the Only the general meeting can grant rights to third parties that affect the assets of the company or giving rise to a debt or a commitment to be borne by company's assets or create a debt or obligation for its account, if the exercise it, when the exercise of these rights depends on the launch of a takeover bid of these rights is dependent on the launch of a public takeover bid for the for the company's shares or on a change of control exercised over it. shares of the company or of a change of control exercised over it. on pain of nullity, the decision shall be the subject of a deposit at the Under penalty of nullity, this resolution must be filed with the registry before registry prior to receipt by the company of the communication referred to in the date on which the company receives the notification referred to in Article article 557 , pursuant to section 75. 557, in accordance with Article 75. Art. 557 Art. 557 Upon receipt by a company of the communication made by the Banking and From the time the company receives notification from the Banking and Finance Commission that it has received a notice of public takeover bid Finance Commission that it has been notified of a public takeover bid on the targeting it and until at the closing of the offer, only the general meeting can securities of that company and until the end of the bid, only the general meeting take decisions or carry out operations that would have the effect of significantly may take decisions or carry out transactions that would result in a significant modifying the composition of the the company's assets or liabilities, or assume change in the composition of the company's assets or liabilities, or incur commitments without effective consideration. These decisions or operations liabilities for no actual consideration. These decisions or transactions may not cannot be taken or executed subject to the success or failure of the takeover be taken or executed under the condition of the success or failure of the public bid. takeover bid. However, the Board of Directors has the right to complete operations that The board of directors may, however, complete transactions that are have been sufficiently undertaken before receiving the communication from sufficiently advanced before receipt of the notification from the Banking and the Banking and Finance Commission, as well as to acquire shares or profit Finance Commission, and may also acquire own shares or profit-sharing shares in accordance with Article 620, § 1, paragraph 3. certificates in accordance with Article 620, § 1, third paragraph. Machine Translated 29546by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL The decisions referred to in this article are immediately brought to the The decisions referred to in this article shall be immediately notified to the attention of the offeror and the Banking and Finance Commission by the Board offeror and to the Banking and Finance Commission by the Board of Directors. of Directors. They are also made public. They are also made public. Section IV. — Extraordinary General Meeting Sub- Section IV. — Extraordinary General Meeting Subsection section one. — Modification of the statutes in general I. — Amendment of the Articles of Association: General Art. 558 Art. 558 The general meeting has, unless otherwise provided, the right to make Unless otherwise provided, the general meeting has the right to make amendments to the statutes. changes to the articles of association. The general meeting can validly deliberate and decide on amendments to The general meeting can only validly deliberate and decide on amendments the articles of association only if the subject of the proposed amendments has to the articles of association if the proposed amendments are specifically been specifically indicated in the convocation, and if those who attend the indicated in the convocation and if the attendees represent at least half of the meeting represent at least half of the share capital. share capital. If this last condition is not fulfilled, a new convocation will be necessary If the latter condition is not met, a new convening notice is necessary and and the second meeting will deliberate validly, whatever the portion of the the new meeting deliberates and decides validly, irrespective of the part of the capital represented by the shareholders. present. capital represented by the shareholders present. No modification is admitted unless it obtains three quarters of the votes. An amendment is only adopted when they are three quarters of the votes received. Sub-Section II. — Modification of the corporate purpose Subsection II. — Change of target Art. 559 Art. 559 If the amendment to the articles of association relates to the corporate If the amendment to the articles of association relates to the object of the purpose, a detailed justification of the proposed amendment must be presented company, the board of directors must account for the proposed amendment in by the board of directors in a report announced in the agenda. Attached to this detail in a report that is stated in the agenda. This report shall be accompanied report is a statement summarizing the company's active and passive situation, by a statement of assets and liabilities established no more than three months as of a date not more than three months old. The commissioners report in advance. The statutory auditors report separately on that state. separately on this state. A copy of these reports may be obtained pursuant to section 535. A copy of these reports may be obtained in accordance with Article 535. The absence of reports leads to the nullity of the decision of the general The absence of these records has rendered the nullity of the assembly. decision of the general meeting. The general meeting can validly deliberate and decide on the modification The general meeting can only validly deliberate and decide on a change in of the corporate purpose only if those who attend the meeting represent, on the object of the company if those present not only represent half of the share the one hand, the half of the share capital and, on the other hand, if any, half capital, but also half of the total number of profit-sharing certificates, if there of the total number of profit shares. are such securities. . If this condition is not met, a new convocation will be necessary. For the If this condition is not met, a new meeting is required. In order that the second assembly to deliberate validly, it will suffice that any portion of the second meeting can validly deliberate and decide, it is sufficient that some capital be represented there. part of the capital is represented there. No modification is allowed unless it combines the four An amendment is only adopted if it has obtained at least four fifths of the at least fifths of the votes. votes. Notwithstanding any provision to the contrary in the articles of association, The profit-sharing certificates entitle the holder to one vote per security, the profit shares shall give the right to one vote per share. They may not be notwithstanding any contrary provision in the articles of association. In total, allocated a total number of votes greater than half of that allocated to all the no more votes can be allocated to those securities than half of the number shares, nor be counted in the vote for a higher number of votes. two-thirds of allocated to the joint shares; in voting they cannot be counted for more than the number of votes cast by the shares. If the votes subject to the limitation two thirds of the number of votes cast by the shares. If the votes subject to the are cast in different directions, the reduction will take place proportionally; restriction are cast in different sense, the reduction will be applied proportionally; fractions of votes are not taken into account. parts of votes are neglected. Sub-Section III. — Modification of the rights attached to the securities Subsection III. — Change of rights attached to securities Art. 560 Art. 560 If there are several categories of shares, or if several categories of profit- If there are different types of shares or if there are sharing shares have been issued, the general meeting may, notwithstanding different types of profit-sharing certificates have been issued, the general any provisions contrary to the articles of association, to modify their respective meeting may, notwithstanding any provision in the articles of association to rights or to decide to replace the shares or beneficial interests of one category the contrary, change their respective rights or decide that the shares or profit- with those of another. sharing certificates of one class are replaced by those of another class. The purpose and detailed justification of the proposed changes are The proposed amendments are communicated, with a detailed justification, presented by the Board of Directors in a report announced in the agenda. A by the board of directors in a report that is mentioned in the agenda. A copy of copy of this report may be obtained pursuant to section 535. this report may be obtained in accordance with Article 535. The absence of the report leads to the nullity of the decision of the general The lack of this report results in the nullity of the decision of the general assembly. meeting. In the case referred to in this article, notwithstanding any provisions to the In the case referred to in this article, each of the profit-sharing certificates contrary in the articles of association, each of the profit shares gives the right confers voting rights of its kind, notwithstanding any contrary provision in the to vote in its category. The limitations resulting from article 543 are not articles of association. The restrictions arising from article 543 do not apply applicable and the general meeting must: and the general meeting must: 1° meet in each category the conditions of presence and majority required 1° meet the requirements of presence and of . for each species for an amendment of the statutes; majority, which are prescribed for an amendment to the articles of association; Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29547 2° admit any bearer of denominations to take part in the deliberation in 2° allow each holder of fractional shares to participate in the decision- his category, the votes being counted on the basis of the voice with the making process of the class concerned, with the votes being counted on the weakest denomination. basis of one vote for the smallest fractional share. CHAPTER III. — Social action and minority action CHAPTER III. — Company claim and minority claim Section I. — First section. — Social action Company claim Art. 561 Art. 561 The general meeting decides whether to take legal action against the The general meeting decides whether a company action should be directors or the auditors. It may entrust one or more agents with the execution instituted against the directors or supervisory directors. It may appoint one or of this decision. more agents for the implementation of that decision. Section II. — Minority action Section II. — Minority claim Art. 562 Art. 562 An action may be brought against the directors, on behalf of the company, A claim against the directors may be borne by the by minority shareholders. company by minority shareholders. This minority action is brought by one or more shareholders owning, on This minority claim is filed on behalf of the company by one or more the day of the general meeting which decided on the discharge of the shareholders who, on the day on which the general meeting pronounces on directors, securities to which is attached at least 1% of the votes attached to the discharge to be granted to the directors, own securities representing at all the securities existing on this day or owning on this same day securities least 1% of the votes attached to all the securities existing on that day, or representing a fraction of the capital equal to at least fifty million francs . hold on that same day securities representing a part of the capital worth at least fifty million francs. For shareholders with the right to vote, the action can only be brought by For the shareholders with voting rights, the claim can only be brought by those who have not voted for the disclaimer and by those who have voted persons who have not approved the discharge and by persons who have for this disclaimer, provided in this case that - this is not valid. approved the discharge but who prove it to be invalid. In addition, for holders of non-voting shares, the action can be brought In addition, for shareholders without voting rights, the claim can only be only in cases where they have exercised their right to vote in accordance brought in cases where they have exercised their voting rights in accordance with article 481 and for the management acts relating to the decisions taken with Article 481 and this for acts of management relating to decisions taken in execution of the same article. pursuant to the same Article. Art. 563 Art. 563 The fact that during the proceedings, one or more shareholders cease to The fact that during the proceedings one or more shareholders cease to represent the group of minority shareholders, either because they no longer represent the group of minority shareholders, either because they no longer own shares or because they renounce to participate in the action, has no hold securities or because they renounce the claim, does not affect the effect on the continuation of the said instance or on the exercise of the remedies.continuation of the said procedure or the use of legal remedies. Art. 564 Art. 564 If the legal representatives of the company exercise the social action and If the legal representatives of the company institute the corporate action, the minority action is also brought by one or more holders of securities, the and a minority claim is also filed by one or more holders of securities, the proceedings are joined for connection. claims will be joined because of their consistency. Art. 565 Art. 565 Any transaction entered into before the initiating of the action may be A settlement entered into before the claim is filed may be declared null canceled at the request of the holders of securities fulfilling the conditions and void at the request of the security holders who meet the conditions set provided for in article 582 if it has not been made at the common benefit of out in Article 582, if the settlement was not entered into for the benefit of all all securityholders. security holders. After the action has been brought, the company cannot transact with the Once the claim has been filed, the company can no longer enter into a defendants without the unanimous consent of those who remain plaintiffs in settlement with the defendants without the unanimous consent of those who the action. remain claimant of the claim. Art. 566 Art. 566 Plaintiffs must appoint, unanimously, a special representative, shareholder The plaintiffs must unanimously appoint a special agent, shareholder or or not, responsible for conducting the trial, whose name must be indicated in not, charged with conducting the lawsuit, whose name is mentioned in the the writ of initiating proceedings and at who is elected domicile. writ of entry into law and to whom the choice of domicile is made. The plaintiffs can, unanimously, revoke the substitute decision-maker. The plaintiffs can unanimously dismiss the special agent. For legal reasons, The revocation can also be pursued for legitimate cause by any holder of the dismissal can also be claimed by any holder of securities from the securities, before the president of the commercial court ruling as in matters president of the commercial court, who will render a decision as an interim of summary proceedings. injunction. In the event of the death, resignation, incapacity, failure, bankruptcy or If, in the event of the death, resignation, incapacity, manifest insolvency, dismissal of the special representative, and failing agreement between all bankruptcy or resignation of the special agent, the claimants are unable to the claimants on the person of his replacement, the latter is appointed by the agree on the appointment of his deputy, he shall be appointed by the president of the commercial court, at the request of the most diligent plaintiff. president of the commercial court, at the request of the most diligent plaintiff. Art. 567 Art. 567 If the minority claim is dismissed, the plaintiffs may be personally ordered If the minority claim is dismissed, the claimants may be personally ordered to pay costs and, if applicable, damages to the defendants. to pay the costs and, if justified, to pay damages against the defendants. If the claim is granted, the sums which the plaintiffs have advanced, and If the claim is allowed, the amounts advanced by the claimants and not which are not included in the costs charged to the defendants, are reimbursed included in the costs ordered by the defendants will be reimbursed by the by the company. company. Machine Translated 29548by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL CHAPTER IV. — Of the general meeting of bondholders CHAPTER IV. — General Meeting of Bondholders Section premium`re. — Competence Section I. — Powers Art. 568 Art. 568 When the share capital is fully called up, the general meeting of If the authorized capital has been called up in full, the bondholders has the right: 1° to extend one or more installments of interest, general meeting of bondholders authorized to: to consent to the reduction of the rate of interest or modification of the 1° to extend one or more interest terms, to agree to the reduction of the terms of payment; 2° to extend the duration of the reimbursement, to interest rate or to change the conditions of payment of the interest; 2° to suspend it and to consent to modifications to the conditions under which it extend the repayment, to suspend the repayment and to agree to a change must take place; 3° to accept the substitution of shares for the debts of in the conditions under which they must be made; 3° to accept that the the bondholders. debts of the bondholders are replaced by shares. Unless the shareholders have already given their consent in advance to the replacement of bonds by shares, the resolutions of the meeting of bondholders in this regard only Unless the shareholders have previously given their consent to the take effect if they are adopted by the shareholders within three months in substitution of shares for the bonds, the decisions of the meeting of the manner determined for the amendment of the articles of association. bondholders will have no effect in this respect. only if they are accepted, within three months, by the shareholders deliberating in the prescribed forms for amendments to the articles of association. In addition, the general meeting of bondholders has the right: The general meeting of bondholders is also authorized about: 1° to accept provisions whose purpose is either to grant specific sureties 1° to accept arrangements to provide special securities in favor of the for the benefit of bondholders, or to modify or cancel the sureties already bondholders or to amend or cancel the securities already provided; 2° to granted; 2° to decide on the conservatory acts to be carried out in the decide on the protective measures to be taken in the common common interest; reasonable interest must be taken; 3° to appoint one or more proxies responsible for carrying out the 3° to appoint one or more representatives for the implementation of the decisions taken pursuant to this article and for representing the body of decisions taken pursuant to this article and for the representation of the joint bondholders in all proceedings relating to the reduction or cancellation of bondholders in the proceedings for the reduction or cancellation of mortgage mortgage registrations. registrations. Section II. — Notice of meeting Section II. — Convocation of the general meeting Art. 569 Art. 569 The board of directors and the auditors may call bondholders to a general The board of directors and the supervisory directors may adopt a general meeting. convene a meeting of bondholders. They must convene this meeting at the request of bondholders They must convene that general meeting when bondholders representing representing one-fifth of the amount of securities in circulation. one-fifth of the amount of the securities in issue so request. Art. 570 Art. 570 The invitations to the general meeting contain the agenda and are made The convocation for the general meeting contains the agenda and is by announcement inserted twice, at least eight days apart, and eight days made by means of an announcement published twice, with an interval of at before the meeting. e, in the Belgian Official Gazette, in a press organ with least eight days, and the second time at least eight days before the meeting, national circulation and in a regional press organ at the company's head in the Belgian Official Gazette, in a nationally published magazine and in a office. magazine of the region of the registered office of the company. Missive letters, registered by post, will be addressed The holders of registered bonds will be notified fifteen days before the fifteen days before the meeting to the bondholders in name. meeting sent a registered letter. When all the obligations are nominative, the convocations If all bonds are registered, a notice by registered letter will suffice. can only be made by registered letter. The agenda contains an indication of the subjects to be discussed as well as the The agenda contains the topics to be discussed and the proposals proposals for decisions that will be submitted to the meeting. of resolutions to be submitted to the meeting. Section III. — Participation a` l’assemble´e Section III. — Participation in the general meeting Art. 571 Art. 571 The articles of association determine the formalities to be completed in order to be The articles of association determine the formalities that must be fulfilled in order to: admitted to the general meeting. to be admitted to the general meeting. The right to participate in the general meeting of a company having made The right to participate in the general meeting of a company that makes or making a public appeal for savings is subject either to the registration of or has made a public appeal to savings is only granted on the basis of the the bondholder in the register of registered bonds of the company, either on registration of the bondholder in the register of bonds in the name of the deposit of bearer bonds, or on deposit of a certificate, drawn up by the company, either on the basis of the deposit of the bearer bonds, or on the approved account holder or the settlement body noting the unavailability, basis of the deposit of a certificate drawn up by the recognized account until the date of the general meeting, of the dematerialized bonds, at the holder or by the clearing institution establishing the unavailability of the places indicated in the notice of meeting, within the time limit set by the dematerialized bonds up to the date of the general meeting, on the places articles of association, which cannot be more than six days or less than indicated in the convocation letter, within the term established by the articles three working days before the date fixed for the meeting of the general of association, but at least three working days and at most six working days meeting general. If the articles of association are silent, this period will before the date determined for the meeting of the general meeting. In the expire on the third day before the date fixed for the meeting of the general absence of any mention in the articles of association, the term expires on assembly. the third day before the date determined for the meeting of the general meeting. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29549 Section IV. — Holding of the meeting Section IV. — Conduct of the general meeting Art. 572 Art. 572 A list of attendees is kept at each meeting. An attendance list is kept at every general meeting. Art. 573 Art. 573 The company must make available to the bondholders, at the beginning of The company must make a list of the bonds in circulation available to the the meeting, a list of the outstanding bonds. bondholders at the start of the meeting. Art. 574 Art. 574 The meeting can only validly deliberate and rule if its members represent at The meeting can only validly deliberate and decide if the members present least half of the amount of securities in circulation. represent at least half of the amount of the securities in circulation. If this condition is not fulfilled, a new convocation is necessary and the If this condition is not met, a new convocation is necessary and the second second meeting deliberates and rules validly, regardless of the represented meeting deliberates and validly decides, irrespective of the amount of securities amount of securities in circulation. in circulation represented. No proposal is accepted unless it is voted on by members representing A proposal is only passed if it has been approved by members who, in their together, by themselves or by their principals, at least three quarters of the own name or as authorized representative, jointly cast votes representing at amount of the bonds for which the vote is taken. least three quarters of the amount of the bonds voted. In cases where a decision has not met with a majority representing at least A decision taken by a majority of less than one third of the amount of the one third of the amount of bonds in circulation, it can only be implemented bonds in circulation can only be executed after approval by the Court of Appeal after having been been approved by the Court of Appeal in whose jurisdiction within whose jurisdiction the company has its registered office. the company's head office is located. Approval is sought by way of petition, at the behest of the directors or any The homologation is requested by application by the interested bondholder. directors or by an interested bondholder. Bondholders who voted against the resolutions taken or who did not Bondholders who voted against the resolutions passed or who did not not attend the meeting, may intervene in the proceedings. attend the meeting may intervene in the proceedings. The court decides all cases that cease, after hearing the public prosecutor's office. The court rules with priority over all other cases, the public prosecutor heard. If the request for homologation is not introduced within eight days after the If the request for homologation is not submitted within eight days of the vote on the decision, the latter will be considered null and void. decision being taken, it will be considered non-existent. However, the conditions of presence and majority specified above are not The above-mentioned conditions of presence and majority need not be met required in the cases provided for by article 568, paragraphs 2, 2° and 3°. in the cases referred to in Article 568, second paragraph, 2° and 3°. Decisions, in the above cases, can be taken at the simple In such cases, the decisions may be taken by a simple majority of the majority of securities represented. represented bonds. The decisions taken are published within two weeks in the Annexes to the The decisions taken are published within fifteen days in the Appendices to Belgian Official Gazette. the Belgian Official Gazette. Art. 575 Art. 575 When there are several categories of obligations and the deliberation of If there are different types of bonds and the resolution of the general meeting the general meeting is likely to modify their respective rights, the deliberation may entail a change in the rights attached thereto, the resolution, in order to must, in order to be valid, meet in each category the conditions of presence be valid, must satisfy the presence and majority conditions laid down in Article and majority required by article 574. 574. Bondholders of each class may be The holders of each class of bonds may be convened separately in a special summon's in assemble'e spe'ciale. meeting. Art. 576 Art. 576 The minutes of the general meetings are signed by the members of the The minutes of the general meetings are signed by the members of the office and by the bondholders who so request; the dispatches to be delivered bureau and by the bondholders who so request; copies for third parties are to third parties are signed by one or more directors, in accordance with the signed by one or more directors, as stipulated in the articles of association. provisions of the articles of association. Section V. — Procedures for exercising the right to vote Section V. — Methods of exercising the right to vote Art. 577 Art. 577 All bondholders may vote personally or by proxy. All bondholders entitled to vote may vote in person or by proxy. Art. 578 Art. 578 For companies that have made or are making a public call for savings, any For companies that make or have made a public appeal to savings, each request for power of attorney must contain at least, on pain of nullity, the request to grant a power of attorney must, on pain of nullity, contain at least following mentions: the following information: 1° the agenda, stating the subjects to be discussed and the 1° the agenda with an indication of the subjects to be discussed as well as the proposed decisions; (2) the request for instructions for exercising the right proposals for a decision; to vote on each of the items on the agenda; 2° the request for instructions on the exercise of voting rights with regard to the various topics of the agenda; 3° an indication of the direction in which the proxy will exercise his right to 3° the notification of how the authorized representative will exercise his voting vote in the absence of instructions from the bondholder. rights in the absence of instructions from the bondholder. Machine Translated 29550by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL Art. 579 Art. 579 The public solicitation of proxies is subject to the conditions The public request to grant proxies is subject to the following conditions: 1° the following: the proxy is only requested for one general meeting; however, it applies to 1° the proxy is only solicited for a single meeting, but it is valid for successive general meetings if they have the same agenda; successive meetings with the same agenda; 2° the power of attorney is 2° the power of attorney can be revoked; revocable; 3° the request for power of attorney must contain, at least, the 3° the request to grant a power of attorney contains at least the following following particulars: information: a) the agenda with an indication of the subjects to be dealt with as well as a) the agenda, stating the subjects to be discussed and the the proposals for decisions; b) an indication that the corporate documents are proposals for a decision; available to b) the notification that the company's documents are the obligor requesting them; be available to the bondholder who requests it; (c) an indication of the direction in which the proxy will exercise his right to c) the notification in which sense the authorized representative will exercise his vote; right to vote; d) a detailed description and justification of the purpose of the person d) a detailed description and justification of the purpose of the person soliciting the proxy. requesting a power of attorney. The agent may deviate from the instructions given by his principal, either The authorized representative may deviate from the instructions of his because of circumstances unknown at the time the instructions were given, principal, either because of circumstances that were not known at the time or when their execution would risk compromising the interests wishes of the the instructions were given, or when the execution of those instructions could principal. The agent must inform his principal. harm the principal's interests. The authorized representative must inform his principal thereof. When the proxy request relates to a company that has made or is publicly If the request to grant a power of attorney concerns a company that makes calling on savings, a copy of the aforementioned request is communicated to or has made a public appeal to savings, a copy of that request shall be sent the Banking and Finance Commission three days before making the solicitation to the Banking Commission three days before the request for the power of public. attorney is made public. and Finance communicated. When the Banking and Finance Commission considers that the request Does the Banking and Finance Commission consider that it does not provide sufficient information to bondholders or that it is likely to If the bondholders request insufficient information or that it may lead them mislead them, it informs the person applying for the proxy. astray, it will notify the person requesting the power of attorney. If the comments made are not taken into account, the Commission If the comments made are not taken into account, the Banking and Finance Banking and Finance Board may make its opinion public. Commission may publish its advice. No mention of the intervention of the Commission Bancaire et In accordance with Article 30 of Royal Decree No. 185 of 9 July 1935 on may not be made in the public proxy solicitation in accordance with Article 30 the banking supervision and the issuance regime for titles and securities, no of Royal Decree No. 185 of 9 July 1935 on the supervision of banks and the reference may be made to the actions of the Banking and Finance Commission regime of emissions titles and values. in the public request for the granting of powers of attorney. The King determines the public nature of a proxy solicitation. The King determines the public nature of a request to grant powers of attorney. Art. 580 Art. 580 § 1. The exercise of voting rights may be subject to agreements between § 1. Agreements between bondholders may regulate the exercise of voting bondholders. rights. These agreements must be limited in time and be justified These agreements must be limited in time and must always be by the corporate interest at all times. are accounted for in the interest of the company. However, are zero: However, are void: 1° agreements that are contrary to the provisions of this 1° agreements that conflict with the provisions of this Code or in the corporate interest; Code or with the interest of the company; 2° agreements by which a bondholder undertakes to vote in accordance 2° agreements in which a bondholder undertakes to vote in accordance with the directives given by the company, by a subsidiary or by one of the with the guidelines of the company, of a subsidiary or of one of the bodies of bodies of these companies; those companies; 3° agreements in which a bondholder undertakes vis-à-vis the same companies or the same bodies to approve the proposals of the 3° the agreements by which a bondholder undertakes vis-à-vis the same company's bodies. companies or the same bodies to approve the proposals emanating from the bodies of the company. § 2. Agreements between bondholders which are contrary to the § 2. Agreements between bondholders that conflict with the Sections 510 and 511 are void. Articles 510 and 511 are null and void. § 3. The votes cast at the general meeting by virtue of the agreements § 3. Votes cast during a general meeting on the basis of agreements referred to in § 1, paragraph 2, and in § 2 are void. These votes result in the referred to in § 1, second paragraph, and § 2, are null and void. Those votes nullity of the decisions taken unless they have had no impact on the validity entail the nullity of the decisions taken, unless they have had no influence of the vote taken. The action for nullity is prescribed six months after the vote. whatsoever on the validity of the vote taken. The claim for annulment lapses after six months from the vote. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29551 TITLE V. — Capital TITLE V. — Capital FIRST CHAPTER. — Capital increase CHAPTER I. — Capital increase First section. — Common provisions Section I. — Common Provisions Art. 581 art. 581 The capital increase is decided by the general meeting under the conditions An increase of the capital is decided by the general meeting, in accordance required for the amendment of the articles of association, if necessary, by with the rules laid down for the amendment of the articles of association, where applying article 560. A capital increase may also be decided by the board of appropriate with application of article 560. An increase of the capital can also directors within the limits of the authorized capital. be decided by the board of directors within the limits of the authorized capital. The same applies to the issue of convertible bonds or The same applies to the issuance of convertible bonds or of subscription rights. warrants. Art. 582 Art. 582 When the issue of shares without mention of nominal value below the If the issue of shares without mention of par value below the par value of accountable par of the old shares of the same category is on the agenda of a the old shares of the same class is on the agenda of a general meeting, the general meeting, the convocation must mention it expressly. convocation must explicitly state this. The operation must be the subject of a detailed report by the board of A detailed report must be drawn up by the board of directors on the directors relating in particular to the issue price and the financial consequences transaction, relating in particular to the issue price and the financial of the operation for the shareholders. A report is drawn up by an auditor or, consequences of the transaction for the shareholders. A report is drawn up by failing that, by a company auditor appointed by the board of directors, or by an a statutory auditor or, in his absence, by a statutory auditor appointed by the external chartered accountant appointed in the same manner. `re, in which he board of directors, or by an external auditor appointed in the same manner, in declares that the financial and accounting information contained in the report which the latter declares that the financial statements included in the report of of the board of directors is accurate and sufficient to inform the general meeting the board of directors are The information and accounting data are correct and called to vote on this proposal. sufficient to inform the general meeting that has to vote on the proposal. These reports are filed with the registry of the commercial court in These reports are filed with the registry of the commercial court in accordance with article 75. They are announced in the agenda. A copy may accordance with Article 75. They are listed in the agenda. A copy thereof may be obtained in accordance with Article 535. be obtained in accordance with Article 535. The absence of the report provided for in paragraph 2 entails the nullity of the The absence of the reports referred to in the second paragraph results in decision of the general meeting. the nullity of the decision of the general meeting. Art. 583 Art. 583 In the event of the issue of convertible bonds or subscription rights, the In the event of the issue of convertible bonds or warrants, a detailed purpose and detailed justification of the operation are set out by the board of justification of the proposed transaction is communicated by the board of directors in a special report. ´cial. When the general assembly is called upon directors in a special report. to deliberate, this report is announced in the agenda. A copy may be obtained When the general meeting is convened, this report is announced on the in accordance with Article 535. agenda. A copy thereof may be obtained in accordance with Article 535. The absence of the report leads to the nullity of the decision of the general The absence of the report results in the nullity of the decision of the general assembly. meeting. For companies having made or making public calls for savings, a copy of For companies that make or have made a public appeal to savings, a copy this report is communicated to the Banking and Finance Commission fifteen of this report will be sent to the Banking and Finance Commission fifteen days days before the convening of the general meeting. management or, as the before the convening of the general meeting or, as the case may be, of the case may be, of the board of directors, called upon to deliberate on the issue board. of directors, who have to decide on the issuance of convertible bonds of convertible bonds or bonds with subscription rights. Attached to this report or bonds with preferential subscription rights. A file compiled in accordance is a file drawn up in accordance with the requirements of the Banking and with the regulations of the Banking and Finance Commission is attached to Finance Commission. the report. The King determines the remuneration to be received by the Commission The King determines the compensation to be collected by the Banking and banking and finance for the examination of the files provided for in paragraph 3. Finance Commission for the examination of the file referred to in the third paragraph. When the Banking and Finance Commission considers that this report does If the Banking and Finance Commission considers that this report provides not provide sufficient information to shareholders or that it is likely to mislead the shareholders with insufficient information or that it may mislead them, it them, it immediately informs the company and each of the directors. If the will immediately inform the company and each of the directors. If the comments observations made are not taken into account, the Banking and Finance made are not taken into account, the Banking and Finance Commission may Commission may, by reasoned decision notified to the company by registered suspend the intended meeting, deliberation or issue for a maximum of three letter, suspend the notice of meeting. , the deliberation or the planned months by reasoned decision, which is notified to the company by registered broadcast, for a maximum of three months. This period runs from the day of letter. brought. This period starts on the day on which the decision of the notification by registered letter of the decision of the Banking and Finance Banking and Finance Commission is notified by registered letter. The Commission. The Commission may make its decision public. Commission may make its decision public. No mention of the intervention of the Banking and Finance Commission The actions of the Banking and Finance Commission may not be mentioned may be made in any form whatsoever in advertising or documents relating to in any form in the announcements or documents relating to the aforementioned the operations referred to above. issue. Art. 584 Art. 584 If the announced capital increase is not fully subscribed, the capital If the capital increase has not been fully subscribed, the capital will only be is only increased up to the amount of subscriptions collected if the increased by the amount of the subscriptions issued, provided the issue conditions of the issue have expressly provided for this possibility. ´. conditions expressly provide for this. Machine Translated 29552by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL Art. 585 Art. 585 § 1. The company may not subscribe for its own shares, either directly or § 1. The company may not subscribe for its own shares, either directly or through a subsidiary company, or by a person acting in his own name but on through a subsidiary, or by a person acting in his own name but on behalf of the behalf of the company or the company subsidiary company. company or the subsidiary. A person who has subscribed in his own name but on behalf of the company A person who has subscribed for shares in his own name but on behalf of the or the subsidiary company is considered to have subscribed for his own account. company or of the subsidiary is deemed to have acted on his own account. All the rights relating to the shares subscribed by the company or its All rights attached to shares subscribed to by the company or its subsidiary subsidiary are suspended, as long as these shares have not been alienated. remain suspended as long as those shares have not been sold. § 2. § 1 does not apply to the subscription of shares of a company by a § 2. Paragraph 1 does not apply to the subscription of shares in a company by subsidiary company which is, in its capacity as a professional trader in securities, a subsidiary which, in its capacity as a professional securities dealer, is a a company stock exchange or credit institution. stockbroking firm or a credit institution. Art. 586 Art. 586 Each share corresponding to a contribution in cash and each share A quarter must be paid up on each share corresponding to a contribution in corresponding in whole or in part to a contribution in kind must be paid up by a cash and for each share corresponding in whole or in part to a contribution in kind. quarter. Without prejudice to the first paragraph, the shares corresponding in whole or Without prejudice to the provisions of the first paragraph, the shares that in part to contributions in kind must be fully paid up within a period of five years correspond wholly or partly to a contribution in kind must be fully paid up within a from the date of the decision to increase the capital. period of five years after the decision to increase the capital. Art. 587 Art. 587 When an issue premium for new shares is provided for, the amount of this issue In the event of a share premium on the new shares, this must be paid up in full premium must be paid in full upon subscription. at the time of subscription. Art. 588 Art. 588 The only decision to increase capital taken by the general meeting or the board The mere decision to increase the capital taken by the general meeting or the of directors must be recorded in an authentic deed, which is the subject of a board of directors must be established by an authentic deed to be deposited with deposit. to the Registry in accordance with Rule 75. the registry in accordance with Article 75. If the completion of the capital increase is recorded at the same time, the deed If at the same time the realization of the increase is established, the deed also also mentions compliance with the legal conditions relating to the subscription and states compliance with the legal requirements regarding the subscription and the release of the capital. payment of the capital. Art. 589 Art. 589 The realization of the increase, if it is not concomitant with the decision to The realization of the increase, if it does not take place simultaneously with the increase the capital, is recorded by an authentic document, drawn up at the decision to increase the capital, shall be established by an authentic deed drawn request of the board of directors or one or more directors specially delegated for up at the request of the board of directors or of one or more specially authorized this purpose, upon presentation of supporting documents for the operation. This directors on presentation of the documents in support of the transaction. The deed deed also mentions compliance with the legal conditions relating to the subscription also states compliance with the legal requirements regarding the subscription and and the release of capital. It is filed pursuant to section 75. payment of the capital. That deed is deposited in accordance with Article 75. Art. 590 Art. 590 When the capital is increased by means of public subscriptions, the deed If the capital is increased by public subscription, the deed establishing the recording the completion of the capital increase indicates the number of new realization of the capital increase shall state the number of new shares issued to shares created in representation of the capital increase and contains the statement represent that increase and shall contain the statement of the subscriptions, of subscriptions, certified by the commissioner. certified by the statutory auditor. Subscriptions must be made in duplicate and indicate: The subscription notes are drawn up in duplicate and state: 1° the share capital and the number of shares; 2° the payment, on each share, of at least one 1° the share capital and the number of shares; quarter of the amount subscribed or the undertaking to make this payment at 2° the payment on each share of at least a quarter of the amount of the the latest upon the final increase of the capital. subscription or the commitment to make this payment at the latest during the definitive capital increase. Art. 591 Art. 591 When the capital is increased following the conversion of convertible bonds into When the capital is increased as a result of a conversion of convertible bonds shares or the subscription of shares in the event of the exercise of the subscription into shares or a subscription to shares, in the event of the exercise of the warrant, right, the conversion or subscription, the corresponding increase in the share the conversion or subscription, the resulting increase in the share capital and the capital and the number of new shares created in representation of the latter are number representing that increase issued new shares established by an authentic recorded by public deed. This deed is drawn up at the request of the board of deed. This deed is drawn up at the request of the board of directors, upon directors upon presentation of a statement of the conversions requested or the submission of a list of the conversions requested or of the warrants exercised, subscription rights exercised, certified by the statutory auditor(s) or, failing that, by certified as genuine by the statutory auditor or the statutory auditors, or in the a company auditor. This observation entails the modification of the clauses of the absence of such, by a company auditor. articles of association relating to the amount of the share capital and the number of shares representing it; it confers the status of shareholder on the bondholder who has duly requested the conversion of his security or on the holder of the This determination results in a change in the statutory provisions regarding the subscription right who has exercised his right. amount of the authorized capital and the number of shares they represent; it confers the status of shareholder on the bondholder who has requested the conversion of his security and to the warrant holder who has exercised his right. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29553 Section II. — Capital increase by contribution in cash Section II. — Capital increase by way of cash contribution First subsection. — Right of preference Subsection I. — Pre -emptive rights Art. 592 Art. 592 Shares to be subscribed for in cash, convertible bonds and subscription rights The shares subscribed for in cash, the convertible bonds and the warrants, must must be offered by preference to shareholders in proportion to the part of the first be offered to the shareholders in proportion to the part of the capital capital represented by their shares. represented by their shares. Holders of shares without voting rights have a preferential right in the event of The holders of shares without voting rights have a preferential right when new the issue of new shares with or without voting rights unless shares with or without voting rights are issued, except when the capital increase the capital increase is carried out by issuing two proportional tranches of shares, is effected by the issuance of two proportional tranches of shares, one with voting some with voting rights and others without voting rights, the first of which is offered rights and the other without voting rights, on the understanding that the first is by preference to holders of shares with voting rights and the second to holders of preferably offered to the holders of shares with voting rights and the second to the shares without voting rights. The same rule applies in the event of the issue of holders of shares without voting rights. This arrangement applies mutatis mutandis convertible bonds or subscription rights. to the issuance of convertible bonds or warrants. Art. 593 Art. 593 The preferential right may be exercised during a period which may not be less The pre-emptive right can be exercised during a period of at least fifteen days than fifteen days from the date of the opening of the subscription. This deadline is from the day on which the subscription is opened. This period is determined by the set by the general meeting or, when the increase is decided within the framework general meeting or, if it is decided to increase within the framework of the of the authorized capital, by the board of directors. authorized capital, by the board of directors. The opening of the subscription as well as its exercise deadline are announced The issue with preferential subscription rights and the period in which it can be by a notice published at least eight days before this opening, in the Annexes to the exercised will be announced in a notice that will be placed in the Appendices to Belgian Official Gazette, in a press organ with national circulation and in a regional the Belgian Official Gazette at least eight days before the opening, as well as in a press office at the company's headquarters. The publication of this notice may nationally distributed newspaper and in a magazine from the region where the however be omitted when all the shares of the company are registered. In this company has its registered office. This notice may expire when all shares of the case, the content of the notice must be brought to the attention of the shareholders company have been registered. In that case, the contents thereof will be notified by registered letter. to the shareholders by registered letter. The publication of the notice or the communication of its content to registered The publication of that message or the communication of its contents to the shareholders does not, in itself, constitute a public offering. holders of registered shares does not in itself imply a public appeal to the savings system. The preferential right is negotiable throughout the duration of the subscription, The preferential subscription right is negotiable during the entire subscription without this negotiability being subject to restrictions other than those applicable to period, without being subject to restrictions other than those applicable to the the security to which the right is granted. attached. security to which the right is attached. Art. 594 Art. 594 For companies that have not made or do not make public calls for savings, in In the absence of statutory provisions, in companies that do not or have not the absence of statutory provisions, third parties may, at the end of the pre- made a public appeal to savings, third parties may, after expiry of the term for subscription period participation in the capital increase, except for the board of exercising the pre-emptive right, participate in the increase of the capital, subject directors to decide that the preferential rights will be exercised, in proportion to the to the right of the board of directors to decide that the part of the capital represented by their shares, by former shareholders who had already exercised their right. The terms of the subscription referred to in this article Pre-emptive rights will be exercised by the former shareholders who have already are defined by the Board of Directors. exercised their rights, in proportion to the capital represented by their shares. The manner of registration referred to in this article is determined by the board of directors. Sub-Section II. — Exceptions to the preferential right Subsection II — Limitation of the pre-emptive right Art. 595 Art. 595 The articles of association can neither suppress nor limit the right of preference. The pre-emptive right cannot be limited or canceled by the articles of association. Art. 596 Art. 596 The general meeting called to deliberate and decide on the capital increase, The general meeting that has to deliberate and decide on the capital increase, the issue of convertible bonds or the issue of rights of subscriptions may, in the on the issuance of convertible bonds or on the issuance of warrants, may, in the company's interest, under the quorum and majority conditions provided for the interest of the company, limit the pre-emptive right, with due observance of the modification of the articles of association, limit or cancel the right of preference. quorum and majority rules required for an amendment to the articles of association. This proposal must be specifically announced in the convocation. or cancel. The proposal to that effect must be specifically mentioned in the convocation. Machine Translated 29554by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL The Board of Directors justifies its proposal in a detailed report, relating in The board of directors justifies its proposal in a detailed report, which relates particular to the issue price and the financial consequences of the operation for in particular to the issue price and the financial consequences of the transaction the shareholders. A report is drawn up by the statutory auditor and, failing that, for the shareholders. A report is drawn up by the statutory auditor or, in his by a company auditor appointed by the board of directors, or by an external absence, by an auditor appointed by the board of directors, or by an external chartered accountant appointed by the same way, by which he declares that auditor appointed in the same manner, in which the latter declares that the the financial and accounting information contained in the report of the Board of financial statements included in the report of the board of directors are The Directors is accurate and sufficient to enlighten the assembly called to vote on information and accounting data are correct and sufficient to inform the general this proposal. These reports are filed with the registry of the commercial court meeting that has to vote on the proposal. These reports are filed with the in accordance with article 75. They are announced in the agenda. A copy may registry of the commercial court in accordance with Article 75. They are listed in be obtained in accordance with Article 535. the agenda. A copy thereof may be obtained in accordance with Article 535. The absence of the reports provided for by this article entails the nullity of the The absence of the reports referred to in this article results in the nullity of decision of the general meeting. the decision of the general meeting. The decision of the general meeting to limit or cancel the right of preference The decision of the general meeting to limit or cancel the preferential is the subject of a deposit at the registry of the commercial court, in accordance subscription right must be filed with the registry of the commercial court in with to section 75. accordance with Article 75. Art. 597 Art. 597 There is no exclusion of the preferential right when, according to the decision There is no cancellation of the preferential subscription right if, in accordance relating to the capital increase, the securities are subscribed by banks or other with the decision on the capital increase, the securities are placed with banks financial institutions with a view to be offered to shareholders in accordance or other financial institutions for offer to shareholders in accordance with Articles with Articles 592 and 593. 592 and 593. Art. 598 Art. 598 When the right of preference is limited or canceled in favor of one or more When the preferential subscription right is limited or canceled in favor of one specific persons who are not members of the personnel of the company or of or more specific persons who are not employees of the company or of one of one of its subsidiaries, the identity of the beneficiary or beneficiaries of the its subsidiaries, the identity of the beneficiary or beneficiaries of the limitation or limitation or cancellation of the preferential right must be mentioned in the report cancellation of the preferential subscription right must be stated in the report drawn up by the board of directors as well as in the convocation. drawn up by the board of directors, as well as in the convocation. In addition, the issue price, for companies whose securities are admitted to In addition, for companies whose securities are listed or traded on a Belgian official listing or traded on a stock exchange in the kingdom or on another stock exchange or on a regulated market considered equivalent by the King for market regulated, within the meaning of Article 1, § 3, of the law of 6 April 1995 the purposes of this Article, within the meaning of Article 1, § 3, of the Act of 6 on secondary markets, the status of investment firms and their supervision, the April 1995 on the secondary markets, the statute and supervision of investment status of intermediaries and investment advisers, recognized by the King as firms, intermediaries and investment advisers, the issue price shall not be less equivalent for the application of this article, cannot be lower than the average than the average of the prices during the thirty days preceding the day on which price of the thirty days preceding the day of the beginning of the 'issue. issuance has started. For companies other than those referred to in paragraph 2, the issue price For companies other than those referred to in the second paragraph, the must be at least equal to the intrinsic value of the fixed security, except issue price must be at least equal to the determined net asset value of the unanimous agreement of the shareholders, on the basis of a report drawn up security, which is determined, subject to unanimous agreement between the either by the auditor or, for companies that do not have an auditor, by a shareholders, on the basis of a report drawn up either by the statutory auditor, company auditor appointed by the board of directors or by an external chartered either, for companies that do not have a statutory auditor, by a company auditor accountant appointed in the same manner. appointed by the board of directors, or by an external auditor appointed in the same manner. The reports drawn up by the board of directors indicate the impact on the The reports drawn up by the board of directors must state the impact of the position of the former shareholder of the proposed issue, in particular with proposed issue on the condition of the former shareholder, in particular with regard to his share of the profit and that of equity. A statutory auditor or, failing regard to his share in the profits and in the equity capital. A statutory auditor or, that, a company auditor appointed by the board of directors, or an external in his absence, a statutory auditor appointed by the board of directors, or an chartered accountant appointed in the same way, gives an opinion based on accountant appointed in the same manner, shall provide detailed advice on the the elements for calculating the issue price and its justification. elements on the basis of which the issue price has been calculated, as well as on the justification thereof. Art. 599 Art. 599 In the event of limitation or cancellation of the preferential right, the general In the event of limitation or cancellation of the preferential subscription right, meeting may provide that priority will be given to former shareholders when the general meeting may determine within the framework of the authorized allocating new shares. . In this case, the subscription period must have a capital that priority is given to the former shareholders when allocating new duration of ten days. securities. In that case, the registration period must be ten days. Subsection II. — Release of contributions in cash Subsection III. — Deposit of the contribution in cash Art. 600 Art. 600 In the event of contributions in cash to be released when signing the deed In the case of a contribution in cash, to be paid on the execution of the deed recording the capital increase, the funds are previously deposited by payment establishing the capital increase, that money is deposited in advance by deposit or transfer to a special account. account opened in the name of the company or transfer in a special account opened in the name of the company at De Post- with La Poste (Postche`que) or a credit institution established in Belgium, other La Poste (Postche`que) or at a credit institution established in Belgium that is than a municipal savings bank, governed by the law of March 22, 1993 on the not a municipal savings bank and to which the law of March 22, 1993 on the status and supervision of credit institutions. A certificate justifying this filing is legal status and supervision of credit institutions applies. Proof of this deposit is appended to the deed. attached to the deed. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29555 The special account must be at the exclusive disposal of the company. It can The special account is held exclusively at the disposal of the company. This only be disposed of by persons authorized to bind the company and after the account can only be used by persons authorized to commit the company, and acting notary has informed the body of the execution of the deed. only after the acting civil-law notary has notified the institution that the deed has been executed. If the increase is not realized within three months of the opening of the special If the increase is not realized within three months of the opening of the special account, the funds will be returned, at their request, to those who deposited account, the funds will be returned to the depositors who request it. them. Section III. — Capital increase by contributions in kind Section III. — Capital increase by way of contribution in kind Art. 601 Art. 601 Contributions in kind may only be remunerated by shares if they consist of Contribution in kind is not eligible for consideration by shares, unless it assets liable to economic valuation, to the exclusion of assets ´s by commitments consists of assets that can be valued according to economic standards, concerning the execution of works or the provision of services. excluding obligations to perform work or provide services. Art. 602 Art. 602 In the event that the capital increase includes contributions in kind, a report If a capital increase includes a contribution in kind, the statutory auditor or, is drawn up beforehand, either by the statutory auditor or, for companies that for companies where there is no such person, a statutory auditor appointed by do not have one, by a report. company director appointed by the board of the board of directors, prepares a report in advance. directors. This report relates in particular to the description of each contribution in kind That report relates in particular to the description of each contribution in kind and to the valuation methods adopted. It indicates whether the estimates to and to the valuation methods applied. which these valuation methods lead correspond at least to the number and the The report must indicate whether the valuations to which these methods lead nominal value or, in the absence of a nominal value, to the accounting par value correspond at least to the number and the nominal value or, in the absence of and, where applicable, to the issue premium of the shares to be issued in a nominal value, the accounting par value and, where applicable, the share consideration. The report indicates the remuneration actually allocated in return premium of the shares. The report states what actual compensation is provided for the contributions. in return for the contribution. This report is attached to a special report in which the Board of Directors sets In a special report, to which the report referred to in the first paragraph is out, on the one hand, the interest presented for the company by both the appended, the board of directors explains why both the contribution and the contributions and the capital increase proposed and on the other hand, the proposed capital increase are important for the company and, if necessary, why reasons for which it may deviate from the conclusions of the appended report. it deviates from the conclusions of the attached report. The auditor's report and the special report of the board of directors are filed The special report of the board of directors and the attached report shall be with the registry of the commercial court in accordance with article 75. deposited with the registry of the commercial court, in accordance with Article 75. When the capital increase is decided by the general meeting in accordance When it is decided by the general meeting to increase the capital, in with article 581, the reports provided for in paragraph 3 are announced. in the accordance with article 581, the reports referred to in the third paragraph shall agenda. A copy may be obtained in accordance with Article 535. be included in the agenda. A copy thereof may be obtained in accordance with Article 535. The absence of the reports provided for by this article entails the nullity of the The absence of the reports referred to in this article results in the nullity of decision of the general meeting. the decision of the general meeting. Section IV. — Le capital autorise´ Section IV. — The authorized capital First subsection. - Principles Subsection I. — Principles Art. 603 Art. 603 The articles of association may authorize the board of directors to increase The articles of association may authorize the board of directors to increase the subscribed share capital on one or more occasions up to a determined the issued share capital in one or more times to a certain amount, which, for amount which, for companies making or having made a public call for savings, companies that make or have made a public appeal to savings, may not exceed cannot be greater than the amount of said share capital. the amount of that share capital. Under the same conditions, the articles of association may authorize the Under the same conditions, the articles of association may authorize the board of directors to issue convertible bonds or subscription rights. board of directors to issue convertible bonds or warrants. Articles 592 to 602 are applicable to this article. Articles 592 to 602 apply to this article. Art. 604 Art. 604 The authorization referred to in article 603 is only valid for five years from the The power referred to in Article 603 may only be exercised for a period of date of publication of the memorandum of association or the modification of the five years from the publication of the deed of incorporation or the amendment articles of association. However, it may be renewed one or more times for a of the statutes. However, it may be renewed by the general meeting, by period not exceeding five years by the general meeting deliberating under the resolution adopted in accordance with the rules laid down for the amendment of conditions required for the modification of the articles of association, if necessary, the articles of association, where appropriate with application of article 560, by applying Article 560. once or several times for a period not exceeding five year. When the founders or the general meeting decide to grant the authorization When the founders or the general meeting decide to grant or renew the power provided for in paragraph 1 or to renew it, the specific circumstances in which referred to in paragraph 1, the special circumstances in which the authorized the authorized capital may be used and the objectives pursued are indicated in capital may be used and the purposes pursued herein shall be set out in a a special report. If necessary, this report is announced in the agenda. A copy special report. Where appropriate, this report will be included in the agenda. A may be obtained in accordance with Article 535. copy thereof may be obtained in accordance with Article 535. The absence of the report provided for in paragraph 2 entails the nullity of the The absence of the report referred to in the second paragraph results in the decision of the general meeting. nullity of the decision of the general meeting. Machine Translated 29556by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL Sous-section II. — Limitations Subsection II. - Limits Art. 605 Art. 605 The authorization referred to in Article 603 cannot be used for Unless expressly provided for therein, the power referred to in Article 603 following operations, unless it expressly provides for them: may not be used for the following transactions: 1° capital increases or 1° capital increases or issues of convertible bonds or subscription rights issuance of convertible bonds whereby the preferential subscription right on the occasion of which the preferential right of shareholders is limited or of the shareholders is limited or excluded; 2° the capital increases or the eliminated; 2° capital increases or issues of convertible bonds on the occasion issuance of convertible bonds whereby the preferential subscription right of of which the preferential right of shareholders is limited or eliminated in the shareholders is limited or excluded in favor of one or more specific favor of one or more specific persons es, other than members of staff of the persons, other than employees of the company or of its subsidiaries; 3° the company or its subsidiaries; 3° capital increases carried out by incorporation capital increases made by conversion of the of reserves. reserves. Art. 606 Art. 606 The authorization referred to in Article 603 can never be used for The power referred to in Article 603 may never be used following operations: for the following transactions: 1° capital increases to be carried out mainly by contributions in kind 1° capital increases mainly realized through a contribution in kind reserved reserved exclusively for a shareholder of the company holding shares of this exclusively for a shareholder of the company who holds securities of this company to which more 10% of the voting rights. company to which more than 10% of the voting rights are attached. To the securities held by this shareholder are added the securities held: In the case of the securities held by this shareholder, the securities held by: a) by a third party acting in his own name, but on behalf of a) a third party acting in its own name but on behalf of the said shareholder; the affected shareholder; b) by a natural or legal person related to the targeted shareholder; b) a natural or legal person associated with the said shareholder; c) a third party acting in its own name but on behalf of a natural or legal person c) by a third party acting in his own name, but on behalf of a natural or legal associated with the said shareholder; d) persons acting in concert. person related to the targeted shareholder; (d) by persons acting in concert. "Persons acting in concert" means persons between whom there is an Persons acting in concert are those who have entered into an agreement agreement having as its object or effect the adoption by the parties of parallel for the purpose or as a result of the parties concerned adopting a parallel behavior with regard to the possession, acquisition or transfer of securities. . attitude towards the possession, acquisition or transfer of securities. Are presumed, unless proved otherwise, to act in concert the persons: Subject to proof to the contrary, shall be deemed to be mutually to act in consultation with the persons : a) which have entered into agreements involving a blocking of securities, a) who have entered into agreements involving a blocking of securities, an agreement or similar mechanism for the possession, acquisition or transfer approval or similar mechanism for the holding, acquisition or transfer of of securities; securities; b) who have entered into agreements involving rights of b) who have entered into agreements stipulating a right of pre-emption or pre-emption or options or commitments to buy or sell; options or obligations to purchase or sell; c) who jointly control a company that owns a quota of securities subject to notification; c) who jointly control a company holding a proportion of securities entailing the obligation of a declaration; 2° the issue of shares without mention of nominal value below 2° the issue of shares without nominal value the par value of old shares of the same class; below the par value of the old shares of the same class; 3° the issue of subscription rights reserved primarily for one or more 3° the issuance of warrants mainly intended for one or more specific specific persons other than members of the staff of the company or of one or persons, other than members of the personnel of the company or of one or more of its subsidiaries. more of its subsidiaries. Art. 607 Art. 607 Upon receipt by a company of the communication made by the Banking From the time the company has notified the and Finance Commission that it has been seized of a notice of public takeover The Banking and Finance Commission receives notification of a public bid targeting it and until at the closing of the offer, its board of directors can takeover bid on the securities of that company, the latter's board of directors no longer: may, until the end of the bid: 1° to carry out a capital increase by contribution in kind or by contribution 1° no longer increase its capital by contribution in kind or in cash with in cash by limiting or eliminating the preferential right of shareholders; limitation or cancellation of the preferential subscription rights of the shareholders; 2° create securities representing or not the capital, conferring the right to 2° no longer issue voting securities, whether or not representing the capital, vote, as well as securities giving the right to subscribe to such securities or to or securities giving the right to subscribe to or acquire such securities, if the acquire such securities, if the said securities or rights are not offered by said securities or rights are not offered preferentially to the shareholders in preference to shareholders in proportion to the part of the capital represented proportion to the capital invested by their shares are represented. by their shares. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29557 However, this prohibition does not apply to: 1° However, this prohibition does not commitments validly made before receipt of the communication referred apply to: 1° the obligations validly entered into prior to the receipt of the to in this article; 2° capital increases for which the board of directors has communication referred to in this article; 2° the capital increases for which been expressly and previously authorized by a general meeting, ruling the board of directors has been expressly and in advance authorized by as in the matter of amending the articles of association, held a maximum of a general meeting that decides as to amendments to the articles of three years before receipt of the aforementioned communication, provided association and that takes place no more than three years before the that: receipt of the aforementioned notification, insofar as: a) the shares created by virtue of the capital increase are fully paid up a) the shares issued pursuant to the capital increase are fully paid up from their issue; b) the issue price of the shares created by virtue of the from their issuance; b) the issue price of the shares issued under the increase in the capital is not less than the offer price; capital increase is not less than the price of the offer; c) the number of shares created by virtue of the capital increase does c) the number of shares issued pursuant to the capital increase does not not exceed one tenth of the shares representing the capital issued prior to exceed one tenth of the shares issued before the capital increase the capital increase. representing the capital. The decisions referred to in this article are immediately and in detail The decisions referred to in this article shall be notified immediately and brought to the attention of the offeror and the Banking and Finance in detail to the offeror and to the Banking and Finance Commission. They Commission. They are also made public. are also made public. Subsection III. — Mentions in the management report Subsection III. — Mentions in the annual report Art. 608 Art. 608 When a capital increase, an issue of convertible bonds or an issue of When a capital increase, an issue of convertible bonds or warrants is subscription rights are decided by the Board of Directors during the financial decided by the board of directors in the course of the financial year, the year, the management report includes a exposed about them. It also annual report must contain an explanation about this. That report also includes, where applicable, an appropriate commentary on the actual contains, where appropriate, an appropriate explanation with regard to the conditions and consequences of capital increases or issues of convertible conditions and the actual consequences of the capital increases or of the bonds or subscription rights to the the occasion of which the Board of issuance of convertible bonds or of warrants where the board of directors Directors limited or abolished the preferential right of shareholders. has limited or excluded the pre-emptive right of the shareholders. This article is not applicable to small companies. This article does not apply to small companies. Section V. — Capital increase intended for staff Section V. — Capital increase in favor of staff Art. 609 Art. 609 § 1. Companies may, when they have distributed at least two dividends § 1. Companies that have paid out at least two dividends in the course during the last three financial years, carry out capital increases by issuing of the past three financial years may increase their capital by issuing shares shares with voting rights, intended es in whole or in part, to all members of with voting rights, which are wholly or partly intended for all staff members staff or to all staff of their subsidiaries. of those companies. or for all employees of their subsidiaries. The principle of recourse to the operation provided for in the first The principle of proceeding with the transaction referred to in the first paragraph is the subject of consultation within the company's central works council. paragraph must be discussed in the central works council of the company. Social arrangements are the subject of an opinion from the same works The same works council must advise on the manner in which the company council. implements this. The maximum amount of this type of capital increase carried out during The maximum amount of such a capital increase that has taken place a current financial year and the four previous financial years may not during a current financial year and the four previous financial years may not exceed 20% of the share capital, including the planned increase. exceed 20% of the authorized capital, including the intended capital increase. The shares subscribed within the framework of this operation by the Shares subscribed by the members of the staff under the conditions laid members of staff under the conditions referred to in § 2 must be registered. down in § 2 in the context of this transaction must be registered. They They are non-transferable for a period of five years from the date of cannot be transferred during a period of five years from the date of subscription. § 2. In compliance with the conditions required for capital registration. § 2. Subject to the requirements for capital increase, the increases, the general meeting or the board of directors, as the case may general meeting or the board of directors, as the case may be, determines be, sets the conditions specific to the operation: the conditions relating to such transaction: 1° the seniority which will be required on the date of the opening of the 1° the seniority that the members of staff must have on the date of the subscription of staff members to benefit from the issue, which may not be opening of the tender in order to be eligible for the issue, and which may less than six months or more than three years; not be less than six months and not more than three years; 2° the period granted to members of staff to exercise their rights, which 2° the period granted to the members of the staff for the exercise of their may not be less than thirty days, nor more than three months from the date rights, which may not be less than thirty days and not more than three of the opening of the subscription ; months from the opening of the tender; 3° the period likely to be granted to subscribers for the payment of their 3° the time limit that may be granted to subscribers for paying up their securities, which may not be greater than three years from the expiry of the securities, which may not exceed three years from the expiry of the time period granted to members of the personnel for the exercise of their rights; limit granted to members of staff for the exercise of their rights; 4° the issue price of these shares, which may not be less than 80% of 4° the issue price of those shares, which may not be lower than 80% of the price justified by the report of the board of directors and by the report of the price justified by the report of the board of directors and by the report of the auditor, the auditor or the external chartered accountant, provided for in the statutory auditor, auditor or external auditor referred to in Article 596. article 596. Machine Translated 29558by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL § 3. A staff member referred to in §§ 1 and 2 may obtain the transfer of his § 3. A staff member referred to in § 1 and § 2 may obtain the transfer of his shares in the event of dismissal, retirement of the person concerned, death or shares in the event of retirement or retirement, his death or that of his spouse, death. disability of the beneficiary or of the spouse. the invalidity of the person concerned or of his spouse. At least ten days before the opening of subscription, all staff members likely At least ten days before the opening of the tender, all personnel eligible for to subscribe must be informed of the proposed conditions. They may obtain tender must be informed of the proposed conditions. They may obtain communication of the social documents referred to in Articles 106 and 108. notification of the documents referred to in Articles 106 and 108 from the company. Section VI. - Responsibilities Section VI. — Liability Art 610 Art. 610 The directors are jointly and severally liable towards the interested parties, Notwithstanding any stipulation to the contrary, the directors are jointly and despite any stipulation to the contrary: ` section 439 and the amount of severally liable towards the interested parties: 1° for the full part of the subscriptions; they are deemed to subscribe by right; authorized capital for which no valid subscription has been made, as well as for any difference between the amount referred to in Article 439 and the amount of the tenders; they are considered to be subscribers by operation of law; 2° to the actual payment of one-fourth on the shares, to the actual payment within five years of the shares that correspond wholly or partly to a contribution in 2° the effective payment up to a limit of one quarter of the shares, the kind, as well as to the actual payment in full of the capital for which they are effective payment within a period of five years of the shares corresponding in regarded as subscribers in accordance with 1°; whole or in part to contributions in kind, as well as that of the effective release of the part of the capital of which they are deemed to be subscribers by virtue of 1°; 3° the payment of shares subscribed in violation of article 585; 3° to pay up in full the shares subscribed for in violation of Article 585; 4° compensation for the prejudice, which is an immediate and direct 4° to compensate the damage resulting directly and directly from the lack consequence either of the absence or of the falsity of the statements prescribed or inaccuracy of the statement prescribed by Article 590 in the deed and in the by article 590 in the deed and in the subscriptions, or the manifest overvaluation registration notes, or from the apparent overvaluation of the contributions in of contributions in kind. kind. Art. 611 art. 611 Those who have entered into a commitment for third parties, either as an Those who have entered into an obligation for third parties, either as an agent or by acting as an agent, are deemed to be personally bound, if there is agent or by acting for them, are considered to be personally bound, if no valid no valid mandate or if the commitment is not ratified within two months of mandate exists or if the obligation has not been ratified within two months after stipulation; this period is reduced to fifteen days if the names of the persons for it was entered into ; this period is reduced to fifteen days if the names of the whom the stipulation has been made are not indicated. persons for whom the contract has been concluded are not indicated. CHAPTER II. — Capital reduction CHAPTER II. — Capital reduction Art. 612 Art. 612 Any reduction in the share capital may only be decided by the general A reduction of the share capital can only be decided by the general meeting meeting under the conditions required for amendments to the articles of in the manner required for the amendment of the articles of association, association subject to the equal treatment of shareholders who are in identical whereby shareholders in similar circumstances are treated equally. Where conditions. If necessary, article 560 is applied. appropriate, Article 560 will be applied. The invitations to the general meeting indicate the manner in which the The purpose of the reduction and the method to be followed for its realization proposed reduction will be made as well as the purpose of this reduction. are stated in the notice convening the general meeting. Art. 613 Art. 613 If the capital reduction is effected by reimbursement to shareholders or by If the reduction of the capital is effected by a repayment to the shareholders total or partial exemption from payment of the balance of the contributions, or by total or partial exemption from the payment of the balance of the creditors whose claim arose prior to the publication , have, within two months contribution, the creditors whose claim arose before the publication, within two of the publication in the Annexes to the Belgian Official Gazette of the decision months of the publication of the decision to reduce the capital in the Appendices to reduce the capital, notwithstanding any provision to the contrary, the right to to the Belgian Official Gazette, the right, notwithstanding any provision to the require security for debts not yet settled. fallen at the time of this publication. contrary, to demand security for claims which have not yet expired at the time The company can set aside this request by paying the debt at its value, after of such publication. The company can defend against this claim by paying the deducting the discount. claim at its value, after deduction of the discount. Failing agreement or if the creditor is not paid, the dispute is submitted by the If no agreement is reached or if the creditor has not received payment, the most diligent party to the president of the commercial court in whose jurisdiction dispute is submitted by the most diligent party to the president of the commercial the company has its registered office. `age. The procedure is introduced and court of the territory in which the company has its registered office. The learned and the decision is carried out according to the forms of the summary procedure is initiated and heard and the decision is executed according to the procedure. forms of summary proceedings. All rights excepted on the merits, the chairman determines the security to be Without prejudice to the substance of the case, the chairman shall determine provided by the company and sets the time limit within which it must be the security that the company must provide and the period within which this constituted, unless he decides that no security will be provided with regard must be provided, unless he decides that no security is required in view of the either to the guarantees and privileges enjoyed by the creditor, or to the guarantees or privileges available to the creditor or of the good fortune of the solvency of the company. company. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29559 No reimbursement or payment to the shareholders may be made and no No distribution or repayment may be made to the shareholders and no exemption from the payment of the balance of the contributions may be made exemption from the payment of the balance of the contribution may be made as long as the creditors, having asserted their rights within the two-month as long as the creditors who have asserted their rights within the period of two period in the first paragraph , will not have obtained satisfaction, unless an months referred to in paragraph 1 have not been satisfied, unless their claim enforceable judicial decision has rejected their claims to obtain a guarantee. to obtain security has been rejected by an enforceable court decision. Art. 614 Art. 614 Article 613 does not apply to capital reductions with a view to offsetting a Article 613 does not apply to capital reductions to make good a loss suffered loss incurred or with a view to constituting a reserve to cover a foreseeable or to form a reserve to cover a foreseeable loss or to create an unavailable loss or with a view to constituting an unavailable reserve, in accordance with reserve in accordance with Article 623, § 2, 5°. article 623, § 2, 5°. The reserve constituted to cover a foreseeable loss may not exceed 10% The reserve formed to cover a foreseeable loss may not exceed 10% of the of the subscribed capital after reduction. This reserve cannot, except in the subscribed capital, after its reduction. This reserve may not be distributed to event of a subsequent capital reduction, be distributed to shareholders; it can the shareholders, except in the event of a subsequent reduction of the capital; only be used to compensate for losses incurred or to increase the capital by it may only be used to settle losses incurred or to increase capital by converting incorporating reserves. reserves. In the cases referred to in this article, the capital may be reduced below In the cases provided for in this Article, the capital may be reduced below the amount fixed in article 439. However, the reduction below this amount only the amount laid down in Article 439. comes into effect from the time of an increase bringing the amount of capital Such a reduction only takes effect when the capital is increased to a level at to a level at least equal to the amount fixed in Article 439. least as high as the amount fixed in Article 439. CHAPTER III. — Amortization of capital CHAPTER III. — Redemption of capital Art. 615 Art. 615 The articles of association may provide that part of the profits they determine The articles of association may provide that a given portion of the profits will be allocated to the amortization of the capital by way of reimbursement at which they determine shall be allocated to the redemption of the capital by par of the shares designated by drawing lots, without the expressed capital repayment at par of the shares to be designated by lot, without reduction of being reduced. the capital specified in the articles of association. Amortization can only be made from distributable cash in accordance with The repayment may only be made using amounts that section 617. may be used for benefits in accordance with Article 617. The shares are replaced by dividend shares. Shareholders whose shares The shares are replaced by share certificates. Shareholders whose shares are amortized retain their rights in have been redeemed retain their rights in the company, with the exception of the company, excluding the right to reimbursement of the contribution and the right to repayment of the contribution and with the exception of the right to excluding the right to participate in a first dividend received on unamortized payment of a first dividend on unredeemed shares, the amount of which is shares, the amount of which is finished with the statutes. determined by the articles of association . CHAPTER IV. — Capital maintenance CHAPTER IV. — Preservation of capital First section. — Beneficiary distribution Section I. — Profit Distribution First subsection. — Creation of a reserve fund Subsection I. — Creation of a reserve fund Art. 616 Art. 616 The general meeting makes an annual deduction of at least one-twentieth Annually, the general meeting withholds an amount of at least one twentieth of the net profits, allocated to the formation of a retirement fund. serve; this of the net profit for the formation of a reserve fund; the obligation to do so deduction ceases to be mandatory when the reserve fund reaches one-tenth ceases when the reserve fund has reached one-tenth of the share capital. of the share capital. Subsection II. — Distributable earnings Subsection II. — Distributable Profits Art. 617 Art. 617 No distribution may be made when, on the closing date of the last financial No distribution may be made if, on the closing date of the last financial year, year, the net assets as shown in the annual accounts are, or would become, the net assets, as shown in the annual accounts, have decreased or would following such a distribution, less less than the amount of the paid-up capital decrease as a result of the distribution below the amount of the paid-up or, or, if this amount is greater, of the called-up capital, increased by all the whichever is higher, of the called-up capital, increased by all reserves that reserves that the law or the articles of association do not allow to be distributed. may not be distributed according to the law or the articles of association. By net assets, we mean the total assets as they appear on the balance Net assets are understood to mean: the total amount of assets as shown in sheet, less provisions and debts. the balance sheet, less provisions and debts. For the distribution of dividends and tantie`mes, the assets cannot include: For the payment of dividends and shareholder's fees, equity may not include: 1° the not yet depreciated amount of the costs of formation and 1° the amount not yet amortized of the set-up costs; expansion; 2° save in exceptional cases, to be stated and justified in the notes to the annual accounts, the amount not yet depreciated of the costs of 2° except in exceptional cases to be mentioned and justified in the appendix research and development. to the annual accounts, the amount not yet amortized of research and development costs. Machine Translated 29560by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL Subsection III. — Interim dividend Subsection III. — Interim dividends Art. 618 Art. 618 The articles of association may give the board of directors the power to distribute The articles of association may authorize the board of directors to an interim payment to be set off against the dividend that will be distributed on the distribute an interim dividend on the result of the financial year. results of the financial year. This distribution can only be made by deduction from the profit of the This distribution may only be made on the profit of the current financial current financial year, where applicable, reduced by the loss carried year, less, where appropriate, the loss carried forward or increased by the forward or increased by the profit. deferred earnings, excluding any profit carried forward, without deduction from the reserves that have been deduction from constituted reserves and taking into account the reserves or must be formed in accordance with a legal or statutory provision. to be constituted by virtue of a legal or statutory provision. It can also only be carried out if, on the basis of a statement, verified In addition, this distribution may only be made after the board of by the auditor and summarizing the active and passive situation, the board directors has determined, on the basis of a statement of assets and of directors finds that the bene amount calculated in accordance with liabilities that has been checked by the statutory auditor, that the profit, paragraph 2 is sufficient to allow the distribution of a deposit. determined in accordance with the second paragraph, is sufficient to pay out an interim dividend. . The auditor's audit report is appended to his annual report. The statutory auditor's verification report is attached to his annual report. The decision of the board of directors to distribute an advance cannot The decision of the board of directors to pay an interim dividend may be taken more than two months after the date on which the active and be taken no later than two months after the date on which the statement passive situation was determined. of assets and liabilities is drawn up. The distribution cannot be decided less than six months after the end A distribution may not be made earlier than six months after the closing of the previous financial year nor before the approval of the annual of the previous financial year and after the annual accounts for that accounts relating to this financial year. financial year have been approved. When a first installment has been distributed, the decision to distribute After a first interim dividend, a new distribution may not be decided until a new one cannot be taken until at least three months after the decision three months after the decision on the first interim dividend. to distribute the first. When the interim dividends exceed the amount of the dividend If the interim dividends exceed the amount of the annual dividend subsequently decided by the general meeting, they are, to that extent, subsequently determined by the general meeting, the excess is regarded considered as an interim dividend to be credited to the next dividend. as an advance on the next dividend. Sous-section IV. — Sanction Subsection IV. — Sanction Art. 619 Art. 619 Any distribution made in contravention of articles 617 and 618 must be Any distribution in violation of articles 617 and 618 must be repaid by returned by the beneficiaries of this distribution if the company proves that the shareholder who has received it if the company proves that the they knew of the irregularity of the distributions made in their favor or did shareholder knew that the distribution in his favor was contrary to the not could ignore it given the circumstances. regulations or, given the circumstances, not ignorant of this. could be. Section II. — Acquisition of own shares Section II. — Acquisition of own securities First subsection. — Acquisition of own shares by the public Subsection I. — Acquisition of own securities by the limited company itself public limited company itself Art. 620 Art. 620 § 1. The acquisition by a public limited company of its own shares, § 1. The acquisition by a public limited company of its own shares or profit shares or certificates relating thereto, by way of purchase or profit-sharing certificates or certificates relating thereto, by purchase or exchange, directly or by a person acting in its own name but on behalf of exchange, directly or by a person acting in his own name but on behalf of the company, as well as the subscription to such certificates after the the company, as well as the registration in such depositary receipts after issue of the shares or profit-sharing certificates, is subject to the following the issuance of the corresponding shares or profit-sharing certificates conditions: must meet the following conditions: 1° the acquisition is subject to a prior decision of the general meeting 1° the acquisition is subject to a prior decision of the general meeting, ruling under the quorum and majority conditions provided for in Article 559; taken with due observance of the quorum and majority rules laid down in Article 559; 2° the nominal value or, failing that, the accountable par of the shares 2° the nominal value, or in the absence thereof, the fractional value of or profit-sharing units acquired or of the shares or profit-sharing units to the acquired shares, profit-sharing certificates or of the shares or profit- which the certificates relate, including those that the company would have sharing certificates to which the certificates relate, including those acquired previously and that it would have in its portfolio, those acquired previously acquired by the company and which it holds in its portfolio, of by a directly controlled subsidiary company within the meaning of Article that acquired by a subsidiary that is directly controlled within the meaning 5, § 2, 1°, 2° and 4°, as well as those acquired by a person acting in his of Article 5, § 2, 1°, 2° and 4°, as well as that acquired by a person acting own name but on behalf of this subsidiary or public limited company, may in his own name but on behalf of this subsidiary or of the limited liability not exceed 10% of the subscribed capital; for the determination of the company, may not exceed 10% of the issued capital; Article 7 is not power of direct control, article 7 does not apply; applied to establish direct control; (3) the sums allocated to this acquisition must be likely to be distributed 3° the amount set aside for that acquisition must be eligible for in accordance with article 617; distribution in accordance with Article 617; 4° the transaction can only 4° the operation may relate only to fully paid-up shares or related relate to fully paid-up shares or to depositary receipts relating to fully certificates; paid-up shares; Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29561 5° the acquisition offer must be made under the same conditions to all 5° the offer to acquire must be made under the same conditions with the shareholders, and, where applicable, to all the holders of beneficiary regard to all shareholders and, where appropriate, with regard to all holders units or holders of certificates, except for acquisitions which have been of profit-sharing certificates or certificates, except for acquisitions unanimously decided unanimously by a general meeting at which all the shareholders decided by a general meeting at which all shareholders are present or were were present or represented; likewise, companies whose shares are listed represented; Similarly, those companies whose shares are listed on the first on the first market of a stock exchange or are admitted to official listing on a market of a stock exchange, may be listed on the official list of a stock stock exchange exchange located in a Member State of the European Union or in another securities located in a Member State of the European Union or on another regulated by the King for the purposes of this Article equivalent to such regulated market, within the meaning of Article 1, § 3, of the law of April 6, market within the meaning of Article 1, § 3, of the Law of 6 April 1995 on 1995, relating to secondary markets, the status of investment firms and their secondary markets, the statute and supervision of investment firms, supervision, intermediaries and investment advisers, recognized by the King intermediaries and investment advisers buying their own shares or as being equivalent for the application of this article may purchase their own certificates on the stock exchange, without an offer to acquire it must be shares or certificates on the stock exchange, without an offer to purchase made to the shareholders or holders of depositary receipts. having to be made to shareholders or certificate holders. The decision of the general meeting referred to in paragraph 1, 1°, is not The decision of the general meeting referred to in the first paragraph, 1°, required when the company acquires its own shares, profit shares funds or is not required when the company acquires its own shares, profit-sharing certificates for distribution to its staff. certificates or depositary receipts to offer them to its personnel. The articles of association may provide that the decision of the general The articles of association may provide that no resolution of the general meeting is not required when the acquisition is necessary to avoid serious meeting is required if the acquisition is necessary to prevent an imminent damage to the company and imminent. serious disadvantage for the company. This option is only valid for a period of three years from the publication of This option is only valid for three years from the publication of the deed of the constitutive act or the modification of the articles of association; it may incorporation or the amendment of the articles of association; it may be be extended for identical terms by the general meeting ruling under the extended by the general meeting for the same terms, subject to the quorum quorum and majority conditions provided for in article 559. The general and majority rules laid down in article 559. The general meeting following meeting following the acquisition must be informed by the board of directors the acquisition must be informed by the board of directors of the reasons for of the reasons and purposes of the acquisitions made, of the number and and purposes of the acquisitions, of the number and nominal value or, failing nominal value, or, in the absence of nominal value, of the par value of the this, the fractional value of the securities acquired, of the share of the securities acquired, of the fraction of the subscribed capital that they subscribed capital they represent, as well as their remuneration. represent, as well as their equivalent value. The general meeting or the articles of association determine in particular The general meeting or the articles of association determine in particular the maximum number of shares, profit shares or certificates to be acquired, the maximum number of shares, profit-sharing certificates or certificates to the duration for which the authorization is granted e and which cannot be acquired, the duration for which the authorization is granted and which exceed eighteen months, as well as the minimum and maximum equivalents. may not exceed eighteen months, as well as the minimum and maximum value of the compensation. The decisions of the general meeting taken on the basis of paragraph 1, The decisions of the general meeting taken on the basis of the first 1°, and paragraph 3, are published in accordance with Article 74. paragraph, 1°, and the third paragraph, are published in accordance with Article 74. § 2. Companies whose securities are wholly or partly listed on the first § 2. Companies whose securities are wholly or partly listed on the first market of a stock exchange or admitted to official listing on a stock exchange market of a stock exchange, in the official listing of a stock exchange located located in a Member State of the European Union or on another regulated in a Member State of the European Union or in another member state of the market referred to in § 1, paragraph 1 , 5°, must declare to the market or, European Union pursuant to § 1, first paragraph, 5°, equivalent regulated with regard to regulated markets, to the market authorities designated by market, the market authority or, in the case of regulated markets, the market the King, the transactions they plan to carry out pursuant to § 1 . authorities designated by the King, which they consider pursuant to § 1. The market authorities referred to in the first paragraph verify compliance The market authorities referred to in the first paragraph shall verify of the buyback operations with the decision of the general meeting, or the whether the repurchase operations are in accordance with the decision of case by the Board of Directors; the market authorities make their notices the general meeting or, where appropriate, of the board of directors; if these public if they consider that these operations do not comply with them. market authorities consider that they are not in accordance therewith, they shall make their opinion public. The King determines the modalities of the procedure prescribed in this The King determines the detailed rules of the procedure prescribed in this paragraph. paragraph. Art. 621 Art. 621 Article 620 is not applicable: Article 620 does not apply: 1° to shares acquired with a view to their immediate destruction, in 1° on shares acquired with a view to their immediate cancellation in execution of a decision of the general meeting to reduce the capital in implementation of a resolution of the general meeting to reduce the capital accordance with Article 612 ; in accordance with Article 612; 2° to shares, profit shares or certificates acquired following a 2° on shares, profit-sharing certificates or depositary receipts issued on the company transfer of assets on a universal basis; transfer under universal title; 3° fully paid-up shares, profit shares or certificates relating to fully paid-up 3° on fully paid-up shares, profit-sharing certificates or certificates relating shares and profit shares acquired during a sale in accordance with ment to to fully paid-up shares and profit-sharing certificates, obtained on a sale articles 1494 and following of the made in accordance with Articles 1494 et seq. of the Judicial Code with a view to recovering a claim of the company on the owner Judicial Code takes place in settlement of a debt owed by the owner of of these shares or profit shares; those shares or profit-sharing certificates to the company; Machine Translated 29562by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 4° shares, profit shares or certificates acquired from the companies 4° on shares, profit-sharing certificates or certificates obtained from the referred to in Articles 631, except for directly controlled subsidiary companies companies referred to in Articles 631, with the exception of subsidiaries that within the meaning of Article 5, § 2, 1°, 2° and 4°, and 632 with a view to are directly controlled within the meaning of Article 5, § 2, 1°, 2° and 4°, and reducing the number of public limited company shares they hold. 632 with a view to on the reduction in the number of stock company securities they hold. Art. 622 Art. 622 § 1. The voting rights attached to the shares or profit shares held by the § 1. The voting rights attached to the shares or profit-sharing certificates company, or of which the latter holds the certificates issued with its that the company holds, or of which the company holds the depositary collaboration, are suspended. receipts issued with its cooperation, are suspended. If the Board of Directors decides to suspend the right to dividends on the If the board of directors decides to suspend the right to dividends attached shares or profit shares held by the company, the dividend coupons remain to the shares or profit-sharing certificates held by the company, the dividend attached to them. In this case, the distributable profit is reduced according to certificates will remain attached thereto. the number of shares held and the sums which should have been allocated In that case, the distributable profit is reduced, taking into account the number are kept until the sale of the shares or shares. recipients, coupons attached. of securities held, and the amounts that should have been distributed are The company may also maintain the distributable profit at the same amount held in custody until the sale of the shares or profit-sharing certificates, and distribute it among the shares or beneficial units for which the exercise including dividend certificates. The company is also permitted to distribute of the rights is not suspended. In the latter case, the expired coupons are the distributable profit in full for the shares or profit-sharing certificates whose destroyed. rights have not been suspended. In the latter case, the expired dividend coupons will be destroyed. § 2. The shares, profit shares or certificates acquired by virtue of Article § 2. The company may only dispose of shares, profit-sharing certificates 620, § 1, may only be alienated by the company by virtue of a decision the or depositary receipts acquired pursuant to Article 620, § 1, on the basis of a general meeting ruling under the quorum and majority conditions provided resolution of the general meeting taken with due observance of the quorum for in article 559; the general meeting sets the conditions under which these and majority requirements laid down in Article 559; the general meeting disposals may be made. determines the conditions under which these disposals take place. However, the prior authorization of the general meeting is not required with However, the prior consent of the general meeting is not required for: regard to: 1° shares or certificates registered in the first chapter of the market of a 1° the shares or depositary receipts listed on the first market of a stock stock exchange or admitted to official listing on a stock exchange located in exchange, in the official listing of a stock exchange located in a Member a Member State of the Union market or another regulated market referred to State of the European Union or in another such under Article 620, § 1, first in Article 620, § 1, paragraph 1 , 5°, which may be alienated by the Board of paragraph, 5°, equivalent regulated market, which can be alienated by the Directors by virtue of an express statutory provision; board of directors pursuant to an express provision in the articles of association; 2° the disposal on a stock exchange or following an offer for sale made 2° the disposal on a stock exchange or as a result of an offer to sell, under the same conditions to all shareholders, holders of beneficiary units or addressed to all shareholders, holders of profit shares or holders of certificates holders of certificates, of shares, profit shares or certificates that the Board on the same conditions, of the shares, profit shares or certificates that the of Directors, duly authorized by a statutory clause adopted under the board of directors, by virtue of a statutory authorization approved under the conditions provided for in Article 620, § 1, paragraph 4, has decided decided has decided to dispose of the conditions referred to in Article 620, § 1, fourth to alienate to avoid serious and imminent harm to society; in this case, the paragraph, in order to avoid imminent serious harm to the company; in that board of directors provides the general meeting following the transfer with case, the board of directors shall provide the information referred to in Article the information provided for in article 620, § 1, alinea 4; 620, § 1, fourth paragraph, to the next general meeting after the disposal; 3° shares, profit shares or certificates acquired with a view to their 3° the shares, profit-sharing certificates or certificates, acquired with a distribution to staff, which must be transferred within a period of twelve view to offering them to staff, which must be transferred within a period of months from their acquisition; twelve months from the date of their acquisition; 4° the shares, profit-sharing certificates or depositary receipts acquired pursuant to Article 621, 2° and 3°, 4° the shares, profit shares or certificates acquired pursuant to Article 621, which must be disposed of within a period of twelve months from the date 2° and 3°, which must be alienated within a period of twelve months from of their acquisition, up to the number of shares or depositary receipts their acquisition , up to the number of shares or certificates necessary for the necessary for the nominal value value or, failing this, the par value of the nominal value, or in the absence of a nominal value, the accountable par shares thus obtained or of the shares to which the depositary receipts relate, value of the shares thus acquired or of the shares to which the certificates including the shares or depositary receipts acquired by a subsidiary directly relate, including the shares or certificates acquired by a directly controlled controlled within the meaning of Article 5, § 2, 1 °, 2° and 4°, as well as, subsidiary company within the meaning of Article 5, § 2, 1°, 2° and 4°, as where appropriate, the shares or depositary receipts acquired by a person well as, where applicable, shares or certificates acquired by a person acting acting in his own name but on behalf of that subsidiary or of the public limited in his own name but on behalf of this subsidiary or the public limited company, liability company, does not exceed 10% of the of that twelve-month period of does not exceed 10% of the subscribed capital at the end of this period of subscribed capital; the board of directors reports on these disposals at the twelve months; the board of directors reports on these transfers to the next next general meeting; general meeting; 5° shares, profit shares or certificates acquired pursuant to Article 621, 5° the shares, profit-sharing certificates or certificates acquired pursuant 4°, which must be disposed of within three years of their acquisition; they to Article 621, 4°, which must be disposed of within three years of their may also be canceled within the same period, if they were acquired following acquisition; within the same period, they may also be destroyed if they were a decision by the general meeting to reduce capital, if any, to establish an acquired as a result of a resolution of the general meeting to reduce the unavailable reserve in accordance with section 623; in the event of capital, where appropriate, with a view to forming an unavailable reserve in cancellation, the board of directors destroys the securities and files the list accordance with Article 623; in that case, the board of directors shall destroy with the registry of the commercial court; the board of directors reports on the securities and deposit the list thereof with the registry of the commercial these transfers or cancellations to the next general meeting. court; the board of directors reports on such disposals or destructions to the next general meeting. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29563 Art. 623 Art. 623 As long as the shares or profit shares are recognized as assets on the balance As long as the shares or profit-sharing certificates are included in the assets of sheet, an unavailable reserve must be set up, the amount of which is equal to the the balance sheet, an unavailable reserve must be formed, equal to the value for value at which the shares or profit shares acquired are entered in the inventory. which the acquired shares and profit-sharing certificates are registered in the inventory. In the event of the nullity of the shares or profit shares, the unavailable reserve In the event of invalidity of shares or profit-sharing certificates, the unavailable referred to in the first paragraph is deleted. If this reserve has not been constituted, reserve referred to in the first paragraph will be cancelled. If no non-distributable the available reserves must be reduced proportionally and, in the absence of such reserve has been set up, the available reserves must be reduced by that amount reserves, the capital will be reduced. by the general meeting called before the end and, in the absence of such reserves, the capital is reduced by the general meeting of the current financial year at the latest. convened at the latest before the close of the current financial year. Art. 624 Art. 624 The management report of the company which has acquired its own shares, profit The annual report of the company itself or by a person acting in his own name shares or certificates, by itself or by a person acting in its own name but on behalf but on behalf of the company or by a subsidiary that is directly controlled within the of the company or by a directly controlled subsidiary company within the meaning of meaning of Article 5, § 2, 1°, 2° and 4°, or itself, or by the person acting in his own Article 5, § 2, 1°, 2° and 4°, either by itself or by a person acting in its own name but name but on behalf of the subsidiary, who has acquired own shares, profit-sharing on behalf of the subsidiary, is completed at least by the following information: certificates or certificates, states at least the following additional information: 1° the reason for the acquisitions; 1° the reasons for the acquisitions; 2° the 2° the number and the nominal value or, in the absence of a nominal value, the number and nominal value or, failing this, the fractional value of the shares accountable par value of the shares acquired or transferred during the financial year acquired or sold during the financial year and of the shares to which the depositary and of the shares to which the certificates acquired or transferred relate , as well as receipts acquired or sold relate, as well as the part of the issued capital that these the fraction of the subscribed capital that they represent; represent; 3° the value of the remuneration of the acquired or transferred shares, profit-sharing certificates or certificates; 4° the number and nominal value or, failing 3° the equivalent value of the shares, profit shares or certificates acquired or this, the fractional value of all the shares that the company has acquired and transferred; holds in its portfolio, and of the shares to which the depositary receipts acquired and 4° the number and nominal value, or in the absence of a nominal value, the held in the portfolio relate, as well as the part of the issued capital they represent. accountable par value of all the shares acquired and held in the portfolio and of the shares to which the certificates acquired or transferred relate , as well as the fraction of the subscribed capital that they represent. When the company is not required to draw up a management report, the If the company is not required to prepare an annual report, the information referred information referred to in the first paragraph must be mentioned in the appendix to to in the first paragraph shall be stated in the notes to the annual accounts. the annual accounts. Art. 625 Art. 625 § 1. Shares, profit shares or certificates acquired in violation of Article 620, § 1, § 1. Shares, profit-sharing certificates or certificates obtained in violation of Article as well as those which have not been alienated within the time limits prescribed by 620, § 1, as well as those that have not been sold within the time limits set in Article Article 622, § 2, aline´a 2, 3° to 5°, are null and void. 622, § 2, second paragraph, 3° to 5°, are null and void by operation of law. When a certificate becomes null and void, the share or profit share which thereby If a certificate becomes invalid by operation of law, the share or profit-sharing becomes the property of the company simultaneously becomes null and void. certificate that has thereby become the property of the company will simultaneously become invalid by operation of law. The board of directors destroys the void securities and files the list with the The board of directors destroys the aforementioned securities and submits the list registry of the commercial court. to the registry of the commercial court. The first paragraph is applicable in proportion to the number of shares or profit The first paragraph applies in proportion to the shares or profit-sharing certificates shares and certificates of the same category that the company holds. and certificates of the same category that the company holds. § 2. § 1 is also applicable when the company becomes the free owner of its own § 2. Paragraph 1 also applies if the company becomes the owner of its own shares, profit shares or certificates. shares, profit-sharing certificates or certificates free of charge. Art. 626 Art. 626 The articles of association may give the company the right to require the The articles of incorporation may provide that the company may require the redemption, either of all of its own shares without voting rights, or of certain repurchase of either all of its own non-voting shares or certain classes thereof, each categories of them, each category being determined by the date of issue. The class being defined on the basis of the issue date. The repurchase of a class of redemption of a category of non-voting shares must relate to all the shares of this shares without voting rights must relate to all shares of that class. category. The repurchase of shares without voting rights can only be demanded by the The repurchase of shares without voting rights may only be required by the company if a particular stipulation has been inserted to this effect in the articles of company if the articles of association for those shares have been issued contain a association before the issue of these articles. shares. In addition, redemption can provision to that effect. Moreover, the repurchase can only take place if the only take place if the preferential dividend due to securities from previous years and preference dividend due on the basis of the previous financial years and the current the current year has been paid in full. financial year has been paid in full. For companies having made or making a public call for savings, it is mentioned in With regard to companies that make or have made a public appeal to savings, it the wording of the issue that it is an issue of shares. without voting rights with right is stated in the wording of the issue that it concerns an issue of shares without voting of redemption. rights that can be repurchased. Machine Translated 29564by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL The repurchase is decided by the general meeting ruling under the The repurchase is decided upon by the general meeting, deliberating under conditions required for the amendments to the articles of association, subject the conditions required for an amendment to the articles of association, to the equal treatment of shareholders who are in identical conditions. If whereby shareholders in the same situation are treated equally. Where necessary, article 560 is applied. The provisions of article 613 are applicable. appropriate, Article 560 shall be applied. The provisions of Article 613 apply Shares without voting rights are canceled and the capital is automatically mutatis mutandis. The shares without voting rights will be canceled and the reduced. capital will be reduced by operation of law. The price of shares without voting rights is determined on the day of The price of the shares without voting rights shall be determined on the redemption, by mutual agreement between the company and a special meeting date of the repurchase, by mutual agreement between the company and a of selling shareholders convened in accordance with Articles 569 and 570, special meeting of the seller's shareholders, convened in accordance with and ruling according to the quorum and majority conditions provided for in Articles 569 and 570 and who deliberate and decide in accordance with the Article 560. In the event of disagreement on the price and notwithstanding any Article 560 certain quorum and majority rules. contrary provision of the articles of association, the price is fixed by an expert signed by mutual agreement by the parties in accordance with article 31 or, If the price is not agreed upon and notwithstanding anything to the contrary failing agreement on the expert, by an expert appointed by the president of in the Articles of Association, the price shall be determined by an expert the commercial court ruling as in reference. appointed by mutual agreement of the parties in accordance with Article 31, or, in the absence of agreement about the expert, appointed by the president of the commercial court who rules as in interlocutory proceedings. Subsection II. — Purchase of shares of a public limited company Subsection II. — Purchase of securities of a limited liability company by a by a directly controlled subsidiary company directly controlled subsidiary Art. 627 Art. 627 Subsidiary companies of a directly controlled public limited company within The subsidiaries of a limited liability company that are directly controlled, the meaning of Article 5, § 2, 1°, 2° and 4°, as well as a person acting in his within the meaning of Article 5, § 2, 1°, 2° and 4°, as well as persons acting in own name, but on behalf of the subsidiary, may not own, together with the their own name, but on behalf of the subsidiary, may, together with the parent parent company, shares, beneficial interests in the latter, or certificates relating company only holds shares and profit-sharing certificates of the latter company, to these shares or beneficial interests. beneficiaries, only under the conditions and certificates relating to these shares or profit-sharing certificates, under the prescribed in Articles 620 to 623, except for Article 620, § 1, 5°, Article 621, conditions laid down in Articles 620 to 623, with the exception of Article 620, § 1°, Article 622, § 1, paragraph 2, and article 623, paragraph 1. 1, 5°, Article 621, 1 °, Article 622, § 1, second paragraph, and Article 623, first paragraph. The first paragraph is not applicable when the shares or beneficial The first paragraph does not apply, however, if the shares or profit-sharing interests of the parent company are held by a subsidiary company which is, in certificates of the parent company or the certificates relating to these shares its capacity as professional trader in securities, a brokerage firm or a credit or profit-sharing certificates are held by a subsidiary which, in its capacity as institution. a professional securities dealer, is a stockbroking firm or a credit institution. Art. 628 Art. 628 Shares, profit shares or certificates held in disregard of Article 627 must Shares, profit-sharing certificates or certificates held in violation of Article be alienated within one year of their acquisition or within the time limits and 627 must be disposed of within one year of their acquisition or within the conditions prescribed by article 622, § 2, 3° and 4°. Failing agreement, the periods and under the conditions laid down in Article 622, § 2, 3° and 4°. If no disposals are made in proportion to the fraction of the capital represented by agreement is reached, the disposals shall take place in proportion to the the securities held by each of the companies concerned. If they are not portion of the capital represented by the securities held by each of the transferred within the time limit, they are automatically null and void, in companies concerned. If the aforementioned securities are not transferred accordance with article 625. within the specified periods, they will be null and void by operation of law in Void securities are returned to the parent company for destruction; this one accordance with Article 625. These securities are delivered to the parent restores the counter-value. company for destruction, which repays the equivalent. Subsection III. — Financing by a public limited company of the Subsection III. — Financing by a public limited company for the acquisition of acquisition of its shares by a third party its securities by a third party Art. 629 Art. 629 § 1. A public limited company may not advance funds, nor grant loans, nor § 1. A public limited liability company may not advance funds, grant loans give securities with a view to the acquisition of its shares or profit shares by a or provide securities with a view to the acquisition of its shares or its profit- third party, or with a view to the acquisition or subscription by a third party of sharing certificates by third parties or with a view to the acquisition or certificates relating to shares or profit shares. § 2. § 1 does not apply: 1° to registration by a third party of certificates relating to shares or profit-sharing current operations concluded under the conditions and under the guarantees certificates. normally required for operations of the same kind, by companies governed § 2. Paragraph 1 does not apply: 1° to by the law of 22 March 1993 on the status and supervision of credit transactions in the ordinary course of business that take place under the institutions; conditions and against the securities normally required for similar transactions, of companies governed by the law of March 22, 1993 on the status and supervision of credit institutions; 2° to the advances, loans and securities granted to members of the company's staff for the acquisition of shares of the 2° to advances, loans and sureties granted to members of the personnel company or of certificates relating to shares of that company; of the company for the acquisition of shares of this company, or of certificates relating to the shares of the latter ; 3° advances, loans and sureties granted to affiliated companies in which at 3° on the advances, loans and securities granted to affiliated companies of least half of the voting rights are held by members of the staff of the company, which at least half of the voting rights are held by members of the staff of the for the acquisition by these affiliated companies of shares or certificates company, for the acquisition by those affiliated companies of shares in the relating to the shares of this company, to which are attached at least half of company or depositary receipts that relate to shares of that company, to which the voting rights. at least half of the voting rights are attached. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29565 However, these operations can only take place to the extent that the However, such transactions may only take place if the amounts intended sums allocated to the operations set out in § 1 are likely to be distributed in for the transactions contained in § 1, are eligible for payment in accordance accordance with Article 617. with Article 617. Subsection IV. — Pledge of own securities Subsection IV. — Pledge of own securities Art. 630 Art. 630 § 1. The pledge by a company of its own shares or profit shares or § 1. The taking in pledge of own shares or profit-sharing certificates or certificates relating to such shares or profit shares, either by itself or by a certificates relating to such shares or profit-sharing certificates by the company a directly controlled subsidiary within the meaning of Article 5, § 2, company itself, by a subsidiary that is directly controlled within the meaning 1°, 2° and 4°, either by a person acting in his own name but on behalf of this of Article 5, § 2, 1°, 2 ° and 4°, or by a person acting in his own name but on subsidiary or the company, is assimilated to an acquisition for the application behalf of that subsidiary or of the company, is equated with an acquisition of articles 620, § 1, and 621, 2°, and article 624. for the purposes of Articles 620, § 1, and 621, 2°, and of Article 624. Notwithstanding any provision to the contrary, the company or the person Notwithstanding anything to the contrary, neither the company nor the acting in its own name but on behalf of the company may not exercise the person acting in its own name but on behalf of the company may exercise voting rights attached to the securities which have been pledged to them. the voting rights attached to the securities pledged to them. § 2. § 1, paragraph 1 does not apply to current operations concluded § 2. Paragraph 1, first paragraph, does not apply to transactions in the under the conditions and under the guarantees normally required, for ordinary course of business that take place under the conditions and against operations of the same kind, of companies governed by by the law of March the securities normally required for similar transactions, of companies 22, 1993 on the status and supervision of credit institutions. governed by the law of March 22, 1993 on the status and supervision of credit institutions. Section III. — Cross-shareholdings Section III. — Cross -shareholdings Art. 631 Art. 631 § 1. Subsidiary companies may not jointly own shares or profit shares, of § 1. The subsidiaries together may not hold shares or profit-sharing their parent company having taken the form of a public limited company, or certificates of their parent company that has assumed the legal form of a certificates relating to these shares or profit shares representing more than public limited company, or certificates relating to those shares or profit- 10% of the votes attached to all the securities issued by said parent sharing certificates, which represent more than 10% of the votes attached company. The voting rights attached to all the shares and profit shares that to the whole of the securities issued by that parent company. The voting the subsidiary companies hold in the parent company are suspended. The rights attached to all shares and profit-sharing certificates held by subsidiaries same principle applies to the voting rights attached to the shares or profit in the parent company are suspended. The same applies to the voting rights shares to which the certificates issued with the collaboration of the company attached to the shares or profit-sharing certificates to which the depositary and held by the companies relate. s subsidiaries. receipts relate, which have been issued with the cooperation of the company and which are held by the subsidiaries. When the parent company, referred to in the first paragraph, owns shares If the parent company, referred to in the first paragraph, is the owner of or profit shares or certificates relating to these shares or profit shares shares or profit-sharing certificates of a company or of depositary receipts trustees, who represent more than 10% of the votes attached to all the relating to those shares or profit-sharing certificates, which represent more securities issued by it, account is taken, for the calculation of the 10% than 10% of the votes attached to the entirety of the shares held by that threshold, referred to in 1st paragraph , voting rights attached to securities company. securities issued, for the calculation of the limit of 10% referred to issued by the parent company and in the possession of this company or its in the first paragraph, account shall be taken of the voting rights attached to subsidiary companies, or whose certificates are in the possession of this securities issued by the parent company that are held by this company or its company or its subsidiary companies. Securities held by the parent company subsidiaries, or whose depositary receipts are in owned by this company or under Articles 620 to 623 are also taken into account. its subsidiaries. Account is also taken of the securities held by the parent company in accordance with Articles 620 to 623. § 2. A company which is a subsidiary company of another company § 2. The company which is a subsidiary of another company shall notify notifies the latter of the number and nature of the securities with voting rights the latter of the number and nature of the securities with voting rights issued issued by the latter. company and certificates relating to these voting by the parent company and of the certificates relating to these securities securities, which are in its possession as well as any changes occurring in with voting rights that it holds and also of any change in its securities portfolio. its portfolio of securities. These notifications are made within a period of two days from either the Such notifications shall be made within two days of the date on which the day on which the acquisition of control was known to the newly controlled newly controlled company was notified of the acquisition of control of the company for the securities it held before this date, or the day of the operation securities it held before that date or of the date of the transaction, in respect for subsequent acquisitions or disposals. of subsequent acquisitions or disposals. Any company must mention, in the appendix to its annual accounts Each company shall state, in the notes to the annual accounts with regard relating to the state of capital, the structure of its shareholding at the date of to the position of its capital, the structure of its shareholding on the year-end closure of its accounts, as it based on the statements she received. § 3. The closing date, as evidenced by the notifications it has received. shares or beneficial interests and certificates relating thereto held in breach of § 1 must be alienated within a period of one year from this ignorance. § 3. The shares or profit-sharing certificates and the certificates relating Unless there is an agreement between the parties, this transfer must take to these shares or profit-sharing certificates that are held in violation of § 1, place in proportion to the number of shares held by each of the companies must be disposed of from that irregular situation within one year of the referred to in § 1. irregular situation. Unless agreed between the parties, this disposal must take place in proportion to the number of securities held by each of the companies referred to in § 1. § 4. §§ 1 to 3 are applicable to the acquisition made by a person acting § 4. 1 to 3 apply to acquisitions by a person acting in his own name, but in his own name, but on behalf of the subsidiary. on behalf of the subsidiary. Machine Translated 29566by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL Art. 632 Art. 632 § 1. Two independent companies, at least one of which is a public limited § 1. Two independent companies, at least one of which is a public limited company whose registered office is in Belgium, cannot be in a situation company with registered office in Belgium, may not be in such a situation such that each is the owner of shares, profit shares or related certificates, that each company owns shares or profit-sharing certificates or certificates representing more than 10% of the votes attached to all the securities relating to shares or profit-sharing certificates , representing more than 10% issued by the other. of the votes attached to all the securities issued by the other company. § 2. When a public limited company becomes the owner of shares, profit § 2. When a public limited liability company becomes the owner of shares shares of a company or certificates relating to these shares or profit shares, or profit-sharing certificates of a company or of depositary receipts relating which represent more than 10% of the votes attached to all the securities to these shares or profit-sharing certificates, which represent more than issued by it, or when a company becomes the owner of shares, profits of a 10% of the votes attached to all the securities issued by it, or when a public limited company having its registered office in Belgium or certificates company becomes the owner of shares or profit-sharing certificates of a relating to these shares or profit shares, to which are attached more than public limited company with registered office in Belgium or of depositary 10% of the votes attached to the securities issued by it, it must immediately receipts relating to these shares or profit-sharing certificates, which notify the company from which it has acquired the above-mentioned represent more than 10% of the votes attached to all the securities issued shareholding, by registered letter indicating the number of shares, of profit by it, it must immediately notify the company in which it has acquired the shares or certificates which it owns and the number of votes attached to aforementioned participation by registered letter, stating the number of these shares and profit shares, or to these shares and profit shares to shares, profit-sharing certificates or depositary receipts it owns and the which certificates relate. number of votes attached to these shares and profit-sharing certificates, or to the shares and profit-sharing certificates to which the certificates relate. When the proportion of voting rights attached to the shares, profit shares If the percentage of the voting rights attached to the shares, profit-sharing or certificates that were the subject of the notification referred to in the first certificates or depositary receipts to which the notification referred to in the paragraph ceases to exceed 10%, a new notification must be made. first paragraph relates does not exceed 10%, a new notification is required. The notifications referred to in paragraphs 1 and 2 are not required when The notifications referred to in subsections 1 and 2 are not required if they have already been made pursuant to the law of 2 March 1989 relating they have already been made pursuant to the Law of 2 March 1989 on the to the publication of major holdings in companies. listed on the stock disclosure of major shareholdings in listed companies and on the regulation exchange and regulating takeover bids. of public takeover offers. For the purposes of this article, are treated as securities of which a For the purposes of this Article, shares, profit-sharing certificates or company is the direct owner, the shares, profit shares or certificates which certificates owned by a subsidiary of the said company or by a third party are the property of a subsidiary of the said company or of a third party acting in its own name but on behalf of the said partner shall be treated as acting in its own name but on behalf of the said company or a subsidiary equivalent to securities directly owned by the company. company or its thereof. subsidiary. For the application of this article, the limitations imposed on the right to For the purposes of this article, no account shall be taken of the vote by articles 542, paragraph 2, 622, § 1, and 631, § 1, paragraph 1 shall restrictions imposed on voting rights by articles 542, second paragraph, not be taken into account. , and under the Articles of Association pursuant 622, § 1, and 631, § 1, first paragraph, and pursuant to the articles of to Section 544. association in accordance with article 544. Any company must mention in the appendix to its annual accounts Each company shall state, in the notes to the annual accounts with relating to the state of its capital, the structure of its shareholding at the regard to the position of its capital, the structure of its shareholding on the date of closure of its accounts, as it based on the statements she received. year-end closing date, as evidenced by the notifications it has received. § 3. The company which has received the notification referred to in § 3. The company that has received the notification referred to in § 2, paragraph 1 of § 2 may not acquire shares, profit shares or certificates first paragraph, may only acquire shares and profit-sharing certificates of relating to these shares, of the company which made this notification only the notifying company or depositary receipts in respect of these shares insofar as following the planned acquisition, the voting rights attached to all insofar as, as a result of the intended acquisition, the voting rights attached the shares and beneficiaries of which it is the owner or to the certificates to the total of the shares and profit-sharing certificates of the latter or of the relating to these shares or beneficial shares, do not exceed 10% of the shares or profit-sharing certificates to which the depositary receipts relate, votes attached to all the securities issued by it. which it has become the owner of, does not exceed 10% of the votes attached to the whole of the securities issued by it. Paragraph 1 ceases to apply from the moment the company receives The first paragraph shall no longer apply from the time when the company the notification referred to in § 2, paragraph 2. has received the notification referred to in § 2, second paragraph. § 4. The shares, profit shares or certificates acquired in disregard of § 3 § 4. The shares, profit-sharing certificates or certificates acquired in must be alienated within a period of one year, counting from this disregard, violation of § 3 must be disposed of within one year from that irregular except agreement between the parties to otherwise comply with § 1, before situation, unless the parties agree otherwise to comply with the provisions the expiry of the one-year period. of § 1. come before the period of one year has expired. The voting rights attached to the shares or profit shares of the company The voting rights attached to the shares or profit-sharing certificates of which must be alienated are suspended as soon as they are acquired. The the company to be sold are suspended from their acquisition. The same same principle applies to the voting rights attached to the shares or profit applies to the voting rights attached to the shares or profit-sharing certificates shares to which the certificates issued with the collaboration of the company to which certificates relate that have been issued with the cooperation of relate. the company. § 5. The voting rights attached to the shares and profit shares or the § 5. The voting rights attached to the shares and profit-sharing certificates shares and profit shares to which the certificates relate issued by a company or to the shares and profit-sharing certificates to which the certificates relate, having its registered office in Belgium , which have not been declared in which are issued by a company with registered office in Belgium, of which accordance with § 2, are suspended insofar as they exceed 10% of the no notification has been given in accordance with § 2, is suspended insofar votes attached to all the securities issued by this company. as it exceeds more than Represents 10% of the votes attached to all of the securities it has issued. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29567 Section IV. — Losses of share capital Section IV. — Loss of share capital Art. 633 Art. 633 If, as a result of a loss, the net assets are reduced to an amount less than If, as a result of a loss suffered, the net assets have fallen to less than half half of the share capital, the general meeting must, unless there are more of the share capital, the general meeting must, subject to stricter provisions in stringent provisions in the articles of association , be met within a period not the articles of association, meet within a maximum period of two months after exceeding two months from the time the loss was recognized or should have the loss has been determined or pursuant to legal or statutory provisions been by virtue of legal or statutory obligations, in order to deliberate, if should have been adopted in order, where appropriate, to deliberate and necessary, in the prescribed forms, for the modification of the articles of decide on the dissolution of the company and any other measures announced association, the possible dissolution of the company and possibly other in the agenda in accordance with the rules laid down for an amendment to the measures announced in the agenda. articles of association. The board of directors justifies its proposals in a special report made The board of directors justifies its proposals in a special report that is made available to shareholders at the company's registered office fifteen days before available to the shareholders at the registered office of the company fifteen the general meeting. If the board of directors proposes the continuation of the days before the general meeting. If the board of directors proposes to continue activities, it sets out in its report the measures it intends to adopt with a view the activity, it shall explain in the report the measures it intends to take to to redressing the financial situation of the company. This report is announced restore the company's financial situation. That report will be included in the in the agenda. A copy may be obtained in accordance with Article 535. A copy agenda. A copy may be obtained in accordance with article 535. A copy shall is also sent without delay to persons who have completed the formalities also be sent to those who have complied with the formalities prescribed by the required by the articles of association to be admitted to the meeting. . articles of association for admission to the general meeting. The absence of the report provided for in paragraph 2 entails the nullity of the The absence of the report referred to in the second paragraph results in the decision of the general meeting. nullity of the decision of the general meeting. The same rules are observed if, as a result of loss, the net assets are The same applies if the net assets have fallen to less than a quarter of the reduced to an amount less than a quarter of the share capital but, in this case, share capital as a result of a loss suffered, on the understanding that the the dissolution will take place if it is approved. by a quarter of the votes cast at dissolution will take place if it is approved by one-fourth of the votes cast at the meeting. the meeting. When the general meeting has not been convened in accordance with this If the general meeting has not been convened in accordance with this article, the damage suffered by third parties is, unless proven otherwise, article, the damage suffered by third parties will be deemed to result from the presumed to result of this lack of notice. absence of the convening notice, unless there is evidence to the contrary. Art. 634 Art. 634 When the net assets are reduced to an amount of less than 2,500,000 When the net assets have fallen below 2,500,000 francs, any interested francs, any interested party may ask the court to dissolve the company. The party can request the dissolution of the company before the court. Where court may, if necessary, grant the company a period of time to regularize its appropriate, the court may grant the company a period in which to regularize situation. its situation. TITLE VI. — Procedure for resolving internal disputes TITLE VI. — Dispute Resolution FIRST CHAPTER. — Scope CHAPTER I. — Scope Art. 635 Art. 635 This title applies to public limited companies that have not made or do not This title applies to public limited liability companies that make a public call for savings. not make or have made a public appeal to savings. CHAPTER II. — Exclusion CHAPTER II. — The exclusion Art. 636 Art. 636 One or more shareholders who together own either securities representing One or more shareholders who jointly own securities representing 30% of 30% of the votes attached to all the existing securities or 20% if the company the votes attached to all the existing securities, or 20% if the company has has issued securities not representing the capital, or shares whose nominal issued securities that do not represent the capital, or shares whose par value value or accounting par represents 30% of the capital of the company, may or fractional value is 30% of the capital of the company may, for good cause, request in court, for just reasons, that a shareholder transfer to the plaintiff his require a shareholder to transfer to the claimants his shares and all convertible shares and all the securities that it holds and which can be converted or give securities in his possession, which entitle the holder to subscribe for or convert right to subscription or exchange into shares of the company. into shares in the company. Legal action cannot be brought by the company or by a subsidiary of the The claim cannot be brought by the company or by a subsidiary of the company. company. Art. 637 Art. 637 The action is brought before the president of the commercial court of the The claim is brought before the president of the commercial court of the judicial district in which the company has its registered office, sitting as a judicial district where the company's registered office is located; the latter sits summary judge. as in summary proceedings. The company must be subpoenaed. Otherwise, the judge postpones the The company must be summoned to appear. case to an early date. The company in turn informs the holders of registered If this does not happen, the judge adjourns the case to a nearer date. The shares. company in turn informs the holders of registered shares. Art. 638 Art. 638 The defendant cannot, after the summons has been served on him, alienate After the subpoena has been served, the defendant may not dispose of his his shares or encumber them with real rights except with the agreement of the shares or encumber them with rights in rem, except with the consent of the judge or of the parties to the case. The judge's decision cannot be appealed. judge or the parties to the proceedings. There is no appeal against the decision of the judge. Machine Translated 29568by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL The judge may order the suspension of the rights linked to the shares to be Except with regard to the right to dividends, the court may order that the transferred, with the exception of the right to a dividend. This decision is not rights attached to the shares to be transferred be suspended. There is no subject to any appeal. appeal against this decision. Art. 639 Art. 639 When filing its first conclusions, the defendant appended a copy of the When submitting his first claim, the defendant attaches a copy of the coordinated articles of association and a copy or an extract of all agreements coordinated articles of association, as well as a copy or an extract of all restricting the transferability of its shares. The judge takes care to respect the agreements restricting the transferability of his shares. When the judge orders rights resulting from the latter when he orders the forced transfer. The judge the forced transfer, he ensures that the rights attached to those shares are may, however, substitute himself for any party designated by these articles of observed. However, the court may take the place of any party designated in association or agreements to set the price for exercising a right of pre-emption, the statutes or the agreements to determine the price at which the pre-emption reduce the time limits for exercising pre-emption rights, redemption at a right can be exercised and to shorten the periods within which the pre-emption discount, and waiving the application of the shareholder agreement clauses. right at a discount can be exercised. exercised and to refuse the application of the approval clauses adopted for the benefit of the shareholders. Provided that the beneficiaries have been called to the cause, the judge To the extent that the beneficiaries are involved, the court may rule on the may rule on the legality of any agreement restricting the transferability of shares legality of any agreement restricting the transferability of the defendant's shares on the part of the defendant or, where applicable, order the transfer of these or, as the case may be, order that these agreements be transferred to the agreements to the purchasers of the shares. transferees of the shares. Art. 640 Art. 640 The judge condemns the defendant to transfer, within the time that he fixes The judge orders the defendant to transfer his shares to the plaintiffs within from the service of the judgment, his actions to the plaintiffs, and the plaintiffs the period set by him to be calculated from the date of service of the judgment to accept the actions against payment of the price that he fixes. and the plaintiffs to take over the shares against payment of the price he determines. The decision serves for the surplus as a title for the realization of the In all other respects, the decision serves as a title for the fulfillment of the formalities related to the sale when the securities are registered. formalities associated with the transfer, if the securities are registered. The takeover takes place, where applicable, after the exercise of any pre- The takeover will take place, where appropriate, after the exercise of any pre- emption rights referred to in the judgment, in proportion to the number of shares emption rights mentioned in the judgment, in proportion to each person's held by each, unless otherwise agreed. shareholding, unless otherwise agreed. The applicants are jointly and severally liable for the payment of the price. The claimants are jointly and severally liable to pay the price. The judge's The judge's decision is provisionally enforceable, notwithstanding opposition or decision is provisionally enforceable notwithstanding opposition or appeal. If appeal. If the decision is carried out and an appeal is lodged, article 638 applies the decision is enforced and an appeal is lodged, Article 638 will apply to those to the acquirers of the shares. who acquire the shares. Art. 641 Art. 641 One or more shareholders together owning securities representing either One or more shareholders who jointly own securities representing 30% of 30% of the votes attached to all existing securities or 20% if the company has the votes attached to all the existing securities, or 20% if the company has issued securities not representing the capital , i.e. shares whose nominal value issued securities that do not represent the capital, or shares whose par value or accounting par represents 30% of the capital of the company, may request or fractional value is 30% of the capital of the company may, for legitimate in court that, for valid reasons, the person who exercises the right to vote in a reasons, claim that any person exercising the voting right in a capacity other than that of owner transfers his voting rights to the holder or other holders of the share. capacity other than that of owner, transfers its voting rights to the owner or other holders of the share. on pain of inadmissibility of the request, the other holder(s) of the action Under penalty of inadmissibility of the claim, the holder or the other holders must be summoned to appear, unless they are also plaintiffs. of the share will be summoned to appear, unless they are also claimants. Article 636, paragraph 2, and articles 637, 638 and 639 apply. Articles 636, second paragraph, 637, 638 and 639 apply. The judge's decision serves as the title for the realization of all The judge's decision shall serve as title to the fulfillment of all formalities related to the transfer of voting rights. formalities associated with the transfer of voting rights. CHAPTER III. — We withdraw CHAPTER III. — The withdrawal Art. Art. 642 642 Any shareholder may, for valid reasons, demand that the shareholders at the Any shareholder may, for legitimate reasons, claim that his shares, as well origin of these valid reasons take back all his shares as well as the bonds as the bonds convertible into shares or the warrants he holds, be taken over by convertible into shares or the subscription rights that he holds. the shareholders to whom these justified reasons relate. Articles 637, 638, paragraph 2, and 639, paragraph 2, are applicable. Articles 637, 638, second paragraph, and 639, second paragraph, apply. Article 639, paragraph 1, is applicable by analogy to the plaintiff. Article 639, paragraph 1, shall apply mutatis mutandis to the claimant. Art. 643 Art. 643 The judge condemns the defendant to accept, within the time limit that he The judge orders the defendant to take over the shares against payment of sets from the date of notification of the judgment, the actions against payment the fixed price and the plaintiff to transfer his securities to the defendants within of the fixed price and the plaintiff to return his securities to the defendants. the period set by him to be calculated from the date of service of the judgment. The decision serves for the surplus as a title for the realization of the In all other respects, the decision serves as a title for the fulfillment of the formalities related to the transfer when the securities are registered. formalities associated with the transfer, if the securities are registered. The recovery takes place, if necessary, after the exercise of any pre-emption The takeover takes place, where appropriate, after the exercise of any pre- rights referred to in the judgment. The defendants are jointly and severally liable emption rights mentioned in the judgment. for payment of the price. The defendants are jointly and severally liable to pay the price. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29569 The judge's decision is provisionally enforceable, notwithstanding opposition The judge's decision is provisionally enforceable, notwithstanding opposition or appeal. If the decision is carried out and an appeal is lodged, article 639 or appeal. If the decision is enforced and an appeal is lodged, Article 639 will applies to the acquirers of the shares. apply to those who acquire the shares. CHAPTER IV. — From publication CHAPTER IV. — Announcement Art. 644 Art. 644 The excerpt from the judicial decision which has become final or provisionally The extract from the final or provisionally enforceable judgment granting an enforceable pronouncing an exclusion or withdrawal under articles 636 and 642, exclusion or withdrawal pursuant to Articles 636 and 642 shall be deposited and is filed and published in conformity accordance with section 74. published in accordance with Article 74. TITLE VII. — Duration and dissolution TITLE VII. — Duration and dissolution Art. 645 Art. 645 Unless otherwise provided in the articles of association, public limited Unless otherwise provided in the articles of association, the limited liability companies are established for an unlimited period. If a duration is fixed, the companies have been entered into for an indefinite period of time. If the duration general assembly can decide, in the forms prescribed for the modification of the has been determined, an extension for a definite period or for an indefinite period statutes, the extension for a limited or unlimited duration. can be decided by the general meeting in accordance with the rules laid down for the amendment of the articles of association. The dissolution of the company for a limited or unlimited period may be The dissolution of a company entered into for a definite or indefinite period requested in court for just cause. Apart from this case, the dissolution of the may be required by law for legal reasons. company can only result from a decision taken by the general meeting in the In this case, a company can only be dissolved by a resolution of the general forms prescribed for the modification of the articles of association. Articles 39, 5° meeting in accordance with the rules laid down for the amendment of the articles and 43 are not applicable to the dissolution of the public limited company. of association. Articles 39, 5°, and 43 do not apply to the dissolution of the limited liability company. Art. 646 Art. 646 § 1. The combination of all the shares in the hands of a single person does § 1. The fact that all shares are united in one hand does not result in the not entail either the automatic dissolution or the judicial dissolution of the company being dissolved by operation of law or judicially. company. If within one year, a new shareholder has not entered the company, if the latter If within one year no new shareholder has been incorporated into the company is not regularly transformed into a private company with limited or dissolved or if it has not been validly converted into a private limited liability company or liability, the sole shareholder is deemed to be joint and several guarantor of all has been dissolved, the sole shareholder is deemed to be jointly and severally the obligations of the company arising after the combination of all the shares in liable for all the company's obligations arising after the association. of all the his hands until upon the entry of a new shareholder into the company or the shares in his hand, until a new shareholder is incorporated into the company or publication of its transformation into a private limited liability company or of its until the announcement of its conversion into a private limited company or of its dissolution. dissolution. § 2. The fact that all shares are united in one hand, as well as the identity of the sole shareholder must be stated in the file referred to in Article 67, § 2. § 2. The indication of the combination of all the shares in the hands of a person as well as the identity of this person must be placed in the file referred to in Article 67, § 2. . The sole shareholder exercises the powers devolved to the general meeting The sole shareholder exercises the powers conferred on the general meeting. general. He cannot delegate them. He cannot transfer those powers. The decisions of the sole shareholder acting in place of the general meeting The decisions of the sole shareholder acting in place of the general meeting are recorded in a register kept at the registered office. are recorded in a register kept at the registered office of the company. The contracts concluded between the sole shareholder and the company are, The agreements concluded between the sole shareholder and the company, except with regard to current operations concluded under normal conditions, unless they concern current transactions that take place under normal recorded in a document to be filed at the same time as the annual accounts. circumstances, are recorded in a document that must be filed at the same time as the annual accounts. TITLE VIII. — Penal provisions TITLE VIII. — Criminal Provisions Art. 647 Art. 647 Will be punished with a fine of fifty to ten thousand francs: The following shall be punished by a fine of fifty [euros] to ten thousand [euros]: 1° the directors or auditors who fail to convene the general meeting 1° the administrators and auditors who have neglected to convene the general within three weeks of the request made to them in accordance with article meeting within three weeks of the request made to them, in accordance with 532; 2° the directors who do not subject the acquisitions to the approval of the section 532; general meeting as prescribed by article 447; 3° those who fail to make the 2° directors who have not submitted to the general meeting indications prescribed by Articles 451, 453 and 590 in the deed or draft deed acquisitions of property as provided for in section 447; of company, in the powers of attorney or in the registration forms; 3° those who have not made the statements required by Articles 451, 453 and 590 in the deed or draft deed of partnership, in the proxies or in the subscriptions; 4° the directors who have not presented the special report accompanied by the report of the statutory auditor or the auditor or, as the case may be, of the 4° the directors who do not submit the special report together with the report external chartered accountant, in the cases where those these are provided for of the statutory auditor, of the company auditor or, as the case may be, of the in this book. external auditor, in the cases in which they are prescribed by this book. Machine Translated 29570by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL Art. 648 Art. 648 Will be punished by a fine of fifty francs to ten thousand francs and may The following shall be punished by a fine of fifty [euros] to ten thousand also be punished by imprisonment for one month to one year: [euros] and a term of imprisonment of one month to one year: 1° directors who, in the absence of inventories or annual accounts, despite 1° directors who, in the absence of an inventory or annual accounts, inventories or annual accounts or by means of fraudulent inventories or despite the inventory or annual accounts or by means of a fraudulent inventory annual accounts, have contravened Article 617; (2) directors who have or annual accounts, violate the requirement of Article 617; contravened section 618; 3° directors or commissioners who have contravened the 2° drivers who violate the provision of article 618; 3° the directors or the statutory auditors who follow the regulations of the sections 620 to 623, 625 and 630; violate Articles 620 to 623, 625 and 630; 4° all those who, as administrators or auditors, have made, by any use 4° those who, as a director or supervisory director, make deposits of money whatsoever, at the expense of the company, payments on the shares or on the shares by any means at the company's expense or acknowledge that accepted as made payments which are not actually made from time to time. deposits have been made that have not actually been made in the prescribed in the manner and at the times prescribed; manner and times; 5° those who have violated the provisions of Article 442; (5) those who have contravened section 442; 6° those who have violated the provisions of Article 629. 6° those who have contravened article 629. Art. 649 Art. 649 Will be considered guilty of fraud and punished by the penalties imposed To be considered guilty of fraud and punishable by the penalties laid down by the Penal Code, those who have caused either subscriptions or payments, in the Criminal Code, those who provoke either subscriptions or deposits or or purchases of shares, bonds or other company titles: purchases of shares, bonds or other securities of companies: 1° by simulating subscriptions or payments to a company; 1° by pretending to be subscriptions or deposits in a company; 2° by the publication of subscriptions or payments which they know do not 2° by announcing subscriptions or deposits of which exist; they know they don't exist; 3° by the publication of the names of persons designated as being or to be 3° by announcing the names of persons stating that they are or will be attached to the company in any capacity whatsoever, when they know that affiliated with the company in any capacity, if they know that this mention is these designations are contrary to the truth; contrary to the truth; 4° by disclosing any other information of which they know 4° by the publication of any other facts which they know to be false. that it is incorrect. Art. 650 Art. 650 Administrators who have fraudulently given inaccurate information in the Directors who provide fraudulently inaccurate statements in the state of the statement of outstanding bonds referred to in Article 573 shall be punished by bonds in circulation, referred to in Article 573, shall be punished by imprisonment from one month to one year and a fine of fifty per cent. `ten imprisonment of one month to one year and a fine of fifty [euros] to ten thousand francs, or one of these penalties only. thousand [euros] or one of these penalties. alone. Art. 651 Art. 651 Will be punished with a fine of fifty francs to ten thousand francs: Shall be punished by a fine of fifty [euros] to ten thousand [euros]: 1° those who, by knowingly presenting themselves as owners of shares or 1° those who knowingly register as owner of shares or bonds that do not bonds which do not belong to them, have taken part in the vote at a general belong to them and who participate in the vote in a general meeting of meeting of shareholders or bonds silent; shareholders or bondholders; 2° those who have made the shares or bonds available 2° those who delivered the shares or bonds to make them the use foreseen above; to make use of it as specified above; 3° those who knowingly take part in the vote at a general meeting of 3° those who knowingly participate in the vote in a general meeting of shareholders, while the voting rights they claim to exercise are suspended by shareholders, although the voting rights to which they are entitled have been virtue of this code. suspended under this Code. Art. 652 Art. 652 Shall be punished by imprisonment of one month to one year and a fine of Shall be punished by imprisonment of one month to one year and a fine of fifty francs to ten thousand francs, or one of these penalties only: fifty [euros] ten thousand [euros] or one of these penalties only: 1° the directors of companies having made or making public calls on 1° the directors of companies that make or have made a public appeal to savings which create convertible bonds or subscription rights without having investors and that issue convertible bonds or warrants without reporting to the transmitted to the Banking and Finance Commission the report aimed at Banking and section 583, paragraph 3, or who override the suspension provided for in to have forwarded the report referred to in Article 583, paragraph 3, or that do section 583, paragraph 5; not take into account the suspension referred to in Article 583, paragraph 5; 2° those who knowingly transmit to the Banking and Finance Commission 2° those who communicate information to the Banking and Finance inaccurate or incomplete information in the file referred to in Article 583, Commission in the file referred to in Article 583, paragraph 3, which they paragraph 3; know to be incorrect or incomplete; 3° those who contravene article 583, paragraph 6. 3° those who infringe Article 583, paragraph 6. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29571 Art. 653 Art. 653 Will be punished by imprisonment of one month to one year and a fine of 50 Shall be punished by imprisonment of one month to one year and a fine of francs to 10,000 francs, or one of these penalties only, those who receive, are fifty [euros] ten thousand [euros] or one of these penalties only, those who promised a commission or attempt to obtain any remuneration or advantage receive or demand a commission or who attempt to obtain a reward or any whatsoever on the occasion of the admission of a company security to the first advantage as a result of the listing of a security of a company in the first market market of a stock exchange, to official listing a stock exchange located in a of a stock exchange, in the official listing of a stock exchange located in a Member State of the European Union or on a regulated market or on another Member State of the European Union or in a regulated market in a similar regulated market within the meaning of Article 1, § 3, of the law of 6 April 1995 manner by the King for the purposes of this article within the meaning of Article relating to secondary markets, the status of investment firms and their 1, § 3, of the Law of 6 April 1995 on secondary markets, the status and supervision, intermediaries and investment advisers, recognized by the King as supervision of investment firms, intermediaries and investment advisers. e equivalent for the purposes of this article. BOOK IX BOOK IX The partnership limited by shares The limited partnerships on shares Art. 654 Art. 654 A partnership limited by shares is one contracted by one or more responsible A limited partnership with limited liability is a company entered into between and solidary partners, who are called general partners, with one or more partners one or more partners jointly and severally liable, called general partners, and who only incur a deposit. completed, which are called sponsors. one or more partners who commit only a specific contribution, called silent partners. Art. 655 Art. 655 No judgment on the basis of the company's commitments, bearing personal Managing partners in a stock limited partnership cannot be personally condemnation of the general partners of partnerships limited by shares, may be convicted on the basis of the partnership's commitments as long as it has not rendered before there is condemnation against the society. been convicted itself. Art. 656 Art. 656 The limited partner who takes the corporate signature other than by proxy or The silent partner who signs for the company, other than by proxy, or whose whose name appears in the corporate name becomes, vis-à-vis third parties, name appears in the name of the company, becomes jointly and severally liable jointly and severally liable for the company's commitments. with regard to third parties for the obligations of the company. Art. 657 Art. 657 The provisions relating to public limited companies are applicable to The provisions relating to public limited liability companies also apply to limited partnerships limited by shares, except for the modifications indicated in the partnerships with shares, except for the amendments contained in this book or present book or those which result from Book XII. those resulting from book XII. Art. 658 Art. 658 The managing partner is necessarily indicated in the memorandum of The manager-partner must be indicated in the deed of incorporation association. He is responsible as founder of the company. being. He is liable as founder of the company. The management of the company belongs to partners designated by the articles of The business managers of the company must be partners and association. the statutes are designated. Art. 659 Art. 659 Unless otherwise provided in the articles of association, the general meeting shall only Unless the articles of association provide otherwise, acts that concern the perform and ratify acts which are of interest to the company with regard to third parties or interests of the company vis-à-vis third parties or that amend the articles of which modify the articles of association. agreement with the managers. association are not performed or ratified by the general meeting without the consent of the managers. It represents the limited partners vis-à-vis the managers. She represents the silent partners vis-à-vis the business managers. Art. 660 Art. 660 Unless otherwise stipulated, the company is terminated by the death of the manager. Unless otherwise provided, the company ends on the death of the manager. The auditors may, if not otherwise provided for in the articles of association, If the articles of association do not provide otherwise, the statutory auditors appoint, in the event of death, legal incapacity or incapacity of the manager, an may, in the event of death, legal incapacity or incapacity of the manager, appoint administrator, partner or not, who will carry out urgent acts and simple a partner or any other person as administrator to carry out urgent matters of administration, until the meeting of the general meeting. mere management until the general meeting convenes. . The administrator, within a fortnight of his appointment, will convene Within fifteen days of his appointment, the administrator shall call the the general assembly according to the mode determined by the statutes. general meeting in the manner determined by the articles of association. He is only responsible for carrying out his mandate. He is then no longer liable for the execution of his assignment. BOOK X BOOK X Societies with a social purpose Companies with a social purpose FIRST CHAPTER. — Nature and qualifications CHAPTER I. — Nature and qualification Art. 661 Art. 661 The companies endowed with legal personality listed in article 2, § 2, are The companies with legal personality listed in Article 2, § 2, are called called companies with a social purpose when they are not dedicated to the companies with a social objective if they are not aimed at enriching their partners enrichment of their associates and when their and if their articles of association: statutes: 1° stipulate that the partners seek only a limited financial benefit or no 1° determine that the partners pursue no or a limited capital advantage; financial benefit; Machine Translated 29572by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 2° define in a precise manner the corporate purpose to which the activities 2° accurately describe the social purpose of the activities they carry out in referred to in their corporate purpose are devoted and do not assign the main accordance with the purpose of the company, whereby the main purpose may purpose of the company to provide the shareholders ´s an indirect patrimonial not consist in granting an indirect capital advantage to the partners; 3° describe benefit; 3° define the profit allocation policy in accordance with the internal and how the profit is spent in accordance with the company's internal and external external purposes of the company, in accordance with the hierarchy objectives, with due observance of the hierarchy laid down in the company's established in the articles of association of the said company, and the reserve articles of association and how the reserves are formed; building policy; 4° stipulate that no one may take part in the vote at the general meeting for a number of votes exceeding one-tenth of the votes attached to the units or shares represented; this percentage is increased to one-twentieth 4° determine that no one may vote in the general meeting with more than when one or more partners have the status of staff member hired by the one tenth of the number of votes attached to the represented shares; this company; percentage is raised to one twentieth when one or more partners have the capacity of staff member employed by the company; 5° provide that the limited direct capital advantage that the company pays to the partners may not exceed the interest rate determined by the King in implementation of the law of 20 July 5° stipulate, when the company provides the shareholders with a limited 1955 establishing a National Cooperative Council, applied to the amount direct financial benefit, that the profit distributed to them may not exceed the actually paid up of the shares; 6° provide that the directors or business interest rate ´reˆt fixed by the King in execution of the law of 20 July 1955 managers submit a special report every year on the way in which the company establishing a National Council for Cooperation, applied to the amount actually has exercised supervision for the purpose that it has established in accordance paid up of the units or shares; with 2°; that report must indicate, in particular, that the expenditure on investments, operating costs and remuneration is intended to promote the 6° provide that, each year, the directors or managers will make a special achievement of the company's social objective; 7° establish rules on the report on the manner in which the company has taken care to achieve the goal basis of which every member of staff is offered the opportunity to acquire the it has set itself. fixed in accordance with 2°; this report will establish in particular status of partner no later than one year after his appointment by the company. that the expenses relating to investments, operating costs and remuneration This provision does not apply to staff members who do not have full legal are designed in such a way as to favor the achievement of the company's social capacity; 8° establish the rules on the basis of which staff members who are no purpose you; longer bound by an employment contract with the company can, if desired, relinquish their status of partner no later than one year after the end of that 7° lay down the conditions allowing each staff member to acquire, no later contract; 9° determine that, after the entire liabilities have been settled and than one year after his appointment by the company, the status of partner; this the repayment to the partners of their contribution, what remains after the provision does not apply to staff members who do not have full civil capacity; liquidation is given a destination that corresponds as closely as possible to the social objective of the company. 8° provide for the terms allowing a staff member who ceases to be bound by an employment contract with the company to lose, one year at the latest after the end of this tie contractual, the quality of partner; 9° stipulate that after clearing of all liabilities and reimbursement of their investment to the partners, the liquidation surplus will be allocated as closely as possible to the corporate purpose of the company. The special report referred to in 6° will be incorporated into the management The special report referred to in 6° must be included in the annual report that report to be drawn up in accordance with Articles 95 and 96. must be drawn up in accordance with Articles 95 and 96. Art. 662 Art. 662 The companies referred to in article 661 which adopt such provisions of the The companies referred to in Article 661 that adopt such statutory provisions articles of association must add to any mention of their legal form the words must add the words "with a social purpose" to every indication of their legal “with a social purpose”. It is thus completed that the form of the company must form. These words must also be added to the indication of the legal form in the be mentioned in the extracts published in accordance with Articles 68 and 69. extracts, as they must be published in accordance with Articles 68 and 69. Art. 663 Art. 663 If a company no longer complies with the provisions referred to in Article If a company no longer complies with the provisions of Article 661, the 661, the existing reserves cannot, in any form whatsoever, be subject to existing reserves, in whatever form, may not be distributed. The deed amending distribution. The act of modification of the statutes must determine their the articles of association must give those reserves a destination that allocation by coming as close as possible to the social purpose of the company; corresponds as closely as possible to the social objective that the company this assignment must be made without delay. previously had; this must be done without delay. failing this, the court condemns jointly and severally, at the request of a If this does not happen, the court, at the request of a partner, an interested partner, an interested third party or the public prosecutor, the directors or third party or the Public Prosecution Service, will jointly and severally sentence managers to pay the sums distributed or compensation for all the consequences the directors or business managers to pay the sums paid or to remedy the resulting from non-compliance with the requirements set out above regarding consequences resulting from non-compliance with the the above requirements the allocation of said reserves. regarding the allocation of the reserves. The persons referred to in paragraph 2 may also act against the beneficiaries The persons referred to in the third paragraph may also bring an action if they prove that the latter knew of the irregularity of the distributions made in against the beneficiaries if they prove that the latter had knowledge of the their favor or could not ignore given the circumstances. unlawfulness of the payment in favor of them or, having regard to the circumstances, could not have been unaware of it. Art. 664 Art. 664 Without prejudice to the provisions of this book, companies with a social Subject to the provisions of this book, companies with a social purpose are purpose are governed by the provisions applicable to the form of company governed by the provisions applicable to the company form they have adopted. chosen. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29573 CHAPTER II. — Special rules for the capital of a company with a CHAPTER II. — Special rules on the capital of a company social purpose with a social purpose Art. 665 Art. 665 § 1. When a company with a social purpose takes the form of a cooperative § 1. When a company with a social purpose has taken the form of a cooperative limited liability company, the amount of the fixed part of the share capital is at company with limited liability, the fixed part of the capital is at least 250 000 francs. least equal to 250,000 francs . This amount must be fully subscribed. It must be fully seated. He must be paid up to the amount of 100,000 francs when the company is set At the time of incorporation of the company, it must be fully paid up to the up, and fully paid up after two years. amount of 100 000 francs and after two years it must be fully paid up. § 2. The founders are jointly and severally liable towards the interested parties § 2. The founders are liable vis-à-vis the interested parties for the whole of the for all the fixed part of the capital which is not validly subscribed as well as for the fixed part of the share capital for which no valid subscription has been made, as possible difference between, on the one hand, the amounts referred to in well as for any difference between, on the one hand, the amounts referred to in paragraphs 1 and 3 and, on the other hand, the amount of the subscriptions; they paragraphs 1 and 3 and, on the other hand, the amount of the tenders; they are are automatically deemed to be subscribers. considered tenderers by operation of law. Art. 666 Art. 666 When the net assets of the company referred to in article 665 are reduced to When the net assets of the company referred to in Article 665 have fallen to an amount less than 100,000 francs, any interested party may apply to the court 100 000 francs, any interested party may request the dissolution of the company for the dissolution of the company. you. The court may, if necessary, grant the before the court. Where appropriate, the court may grant the company a period company a period of time to regularize its situation. in which to regularize its situation. Art. 667 Art. 667 At the request either of a partner, or of an interested third party, or of the At the request of a partner, an interested third party or the Public Prosecution public ministry, the court may pronounce the dissolution: Service, the court may order the dissolution: 1° of a company which presents itself as a company with a social purpose 1° of a company that pretends to be a company with a social purpose, although when its articles of association do not provide or no longer provide for all or part its articles of association do not provide or no longer provide for all or part of the of the provisions referred to in 661; provisions referred to in Article 661; 2° of a company with a social objective that, 2° a company with a social purpose which, in its effective practice, contravenes in practice, acts contrary to the statutory provisions it has adopted in the provisions of the articles of association which it has adopted in accordance accordance with Article 661. with Article 661. CHAPTER III. — Transformation of a non-profit association into a company with a CHAPTER III. — Conversion of a non-profit association into a company with a social purpose social purpose Art. 668 Art. 668 § 1. When a non-profit association has been transformed into a company with § 1. When a non-profit association is converted into a company with a social a social purpose in accordance with articles 26bis to 26septies of the law of June purpose in accordance with Articles 26bis to 26septies of the Law of June 27, 27, 1921, the amount of net assets referred to article 26sexies, §1, of this law 1921, the amount of the net assets referred to in Article 26sexies, §1, of that law must be identified in the company's annual accounts. stated in the company's annual accounts. § 2. This amount may not be subject, in any form whatsoever, to § 2. This amount may not be repaid or paid out to the partners in any form a reimbursement to partners or a distribution. whatsoever. After the settlement of all corporate creditors in the event of termination, the After payment of all creditors in the event of the termination of the company, liquidator or, where applicable, the curator gives this amount an allocation that the liquidator or, where appropriate, the trustee, will assign the aforementioned comes as close as possible to the assigned goal. to the company in accordance amount to a destination that corresponds as closely as possible to the objective with Article 661, 2°. proposed by the company in accordance with Article 661, 2°. This amount is subject to the regime provided for in article 663, if, following a That amount is subject to the rules laid down in Article 663 if the company, as modification of the articles of association, the company is no longer a company with a a result of an amendment to the articles of association, is no longer a company social purpose. with a social purpose. Art. 669 Art. 669 At the request either of a partner, or of an interested third party, or of the public At the request of a partner, of an interested third party, or of the Public prosecutor, the court condemns jointly and severally either the administrators or Prosecution Service, the court orders the directors or business managers, the managers, or the liquidator or liquidators, or the trustees to the payment of sums liquidator(s) or the trustee(s) jointly and severally to pay the amounts that are in that would have been reimbursed or distributed in contravention of article 668, § violation of Article 668, § 2, first paragraph have been repaid or paid out. These 2, paragraph 1. These sums are either paid into an unavailable reserve account amounts are either deposited into an unavailable reserve account or allocated by or allocated by the court in accordance with article 668, § 2, paragraph 2. the court in accordance with Article 668, § 2, second paragraph. The persons referred to in the first paragraph may also act against the The persons referred to in paragraph 1 may also bring an action against the beneficiaries if they prove that the latter were aware of the irregularity of the beneficiaries if they prove that the latter had knowledge of the illegality of the reimbursements or distributions made in their favor or could not ignore it given repayment or payment in favor of them or, having regard to the circumstances, the circumstances. could not have been unaware of it. Machine Translated 29574by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL LIVRE XI BOOK XI Corporate restructuring Restructuring of companies FIRST TITLE. — Introductory provisions and definitions TITLE I. — Introductory provisions and definitions FIRST CHAPTER. — Introductory provision CHAPTER I. — Introductory provision Art. 670 Art. 670 This book applies to all companies endowed with legal personality, This book applies to all companies with legal personality that are governed by this code, with the exception of agricultural companies and regulated by this code, except for agricultural companies and economic joint economic interest groups. ventures. CHAPTER II. — Definitions CHAPTER II. — Definitions First section. — Mergers Section I. — Mergers Art. 671 Art. 671 Merger by absorption is the operation by which one or more companies Merger by acquisition is the legal act whereby the entire assets of one or transfer to another company, following a dissolution without liquidation, all more companies, both the rights and the obligations, as a result of dissolution of their assets. , actively and passively, subject to the allocation to their without liquidation, are transferred to another company against the partners of shares or units in the absorbing company and, where applicable, distribution of shares in the acquiring company to the partners of the a cash payment not exceeding not one-tenth of the nominal value of the dissolved company or companies, possibly with a cash premium that may shares or units allocated, or in the absence of a nominal value, of their not exceed one tenth of the nominal value or, in the absence of a nominal accountable par value. value, of the fractional value of the shares issued. Art. 672 Art. 672 The merger by incorporation of a new company is the operation by which Merger by formation of a new company is the legal act whereby the several companies transfer to a new company that they constitute, following entire assets of several companies, both the rights and the obligations, as their dissolution without liquidation, their entire assets, actively and passively, a result of dissolution without liquidation, are transferred to a new company through the allocation to their partners of shares or shares in the new formed by them against the distribution of shares in the new company to the company and, where applicable, a cash adjustment not exceeding one-tenth partners of the dissolved companies, possibly with a cash premium that may of the nominal value of the shares or units allocated or, in the absence of not exceed one tenth of the nominal value or, in the absence of a nominal nominal value, of their accountable par. value, of the fractional value of the shares issued. Section II. — Splits Section II. — Splits Art. 673 Art. 673 The demerger by absorption is the operation by which a company Division by acquisition is the legal act whereby the entire assets of a transfers to several companies, following its dissolution without liquidation, company, both the rights and the obligations, as a result of its dissolution all of its assets, actively and passively, by means of the allocation to the without liquidation, are transferred to several companies in exchange for partners of the dissolved company of shares or units in the companies distribution to the partners of the dissolved company, of shares of the benefiting from the contributions resulting from the demerger and, if recipient. companies that share in the divided assets, possibly with a cash necessary ant, a balancing payment in cash not exceeding one-tenth of the premium that may not exceed one tenth of the nominal value or, in the nominal value of the shares or units allocated or, in the absence of a nominal absence of a nominal value, of the fractional value of the shares issued. value, of their accountable par. Art. 674 Art. 674 The demerger by constitution of new companies is the operation by which Division by formation of new companies is the legal act whereby the a company transfers to several companies which it constitutes, following its entire assets of a company, both rights and obligations, as a result of dissolution without liquidation, the entirety of its assets, actively and dissolution without liquidation, are transferred to several new companies set passively, through the allocation to the partners of the dissolved company up by it against distribution to the partners of the dissolved companies of of shares or shares in the new companies and, where applicable, a cash shares in the new companies, possibly with a cash premium that may not adjustment not exceeding one-tenth of the nominal value of the shares or exceed one tenth of the nominal value or, in the absence of a nominal value, units allocated or, in the absence of a nominal value, of their accountable of the fractional value of the shares issued. par. Art. 675 Art. 675 The mixed demerger is the operation by which, following its dissolution Mixed division is the legal act whereby the entire assets of a company, without liquidation, a company transfers to one or more existing companies both rights and obligations, as a result of dissolution without liquidation on and to one or more that it constitutes, all of its assets, actively and passively, one or more existing companies and on one or more partner established by by means of the allocation to the partners of the dissolved company of it transfers against distribution to the partners of the dissolved company, of shares or shares in the companies bene´ fiduciary. shares of the acquiring companies. Section III. — Ope´rations assimile´es Section III. — Assimilated transactions Art. 676 Art. 676 Unless otherwise provided by law, the following are assimilated to merger Unless otherwise provided by law, the following is equated with a merger by absorption: 1° the operation by which one or more companies transfer, by acquisition: 1° the legal act whereby the entire assets of one or more following a dissolution without liquidation, the their entire assets, actively companies, both the rights and the obligations, are transferred to another and passively, to another company which already holds all their shares and company as a result of dissolution without liquidation who already holds all other securities conferring a right of their shares and other securities to which voting rights are attached in the general meeting; voting in the general assembly; Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29575 2° the operation by which one or more companies transfer, following a 2° the legal act whereby the entire assets of one or more companies, both dissolution without liquidation, all of their assets, actively and passively, to the rights and the obligations, are transferred to another company as a result of another company been, when all their shares and other securities conferring the dissolution without liquidation, when all their shares and the other securities to right to vote in the general meeting belong either to this other company, or to which voting rights in the general meeting are held either by that other company, intermediaries of this company, or to these intermediaries and to this company. or by intermediaries of that company, or by those intermediaries and by that company. Art. 677 Art. 677 The operations defined in Articles 671 to 675 are assimilated to merger or The transactions described in Articles 671 to 675 are equated with a merger demerger, without all the transferring companies ceasing to exist. or division, without all transferring companies ceasing to exist. Section IV. — Contributions of universality or branch of activity Section IV. — Contribution from a generality or from an industry Art. 678 Art. 678 The universality contribution is the operation by which a company transfers, Contribution of a generality is the legal act whereby a company transfers its without dissolution, all of its assets, actively and passively, to one or more entire assets, both assets and liabilities, without dissolution to one or more companies. s existing or new, in return for compensation consisting exclusively existing or new companies for a consideration consisting exclusively in shares of shares or shares in the company or companies benefiting from the contributions. of the acquiring company or companies. . Art. 679 Art. 679 The contribution of a branch of activity is the operation by which a company Contribution of an industry is the legal act whereby a company, without transfers, without dissolution, to another company a branch of its activities as dissolution, transfers an industry as well as the associated assets and liabilities well as the liabilities and the related assets, in return for payment consisting to another company for consideration consisting solely of shares of the acquiring exclusively of shares or shares in the company receiving the contribution. company. Art. 680 Art. 680 A branch of activity is a group which, from a technical point of view and from An industry is an entity that carries out an autonomous activity in technical an organizational point of view, carries out an autonomous activity and is capable and organizational terms and can work on its own. of operating by its own means. TITLE II. — Regulation of mergers, demergers TITLE II. — The regulation on mergers, divisions and and similar operations assimilated transactions FIRST CHAPTER. — Common provisions CHAPTER I. — Common provisions First section. — Merger or demerger of companies in liquidation or Section I. — Merger or division of companies in liquidation bankruptcy or of companies declared bankrupt Art. 681 Art. 681 The merger or demerger can also take place when one or more of the A merger or demerger can also take place when one or more of the companies companies whose assets will be transferred are in liquidation or bankruptcy whose assets are to be transferred are in liquidation or in a state of bankruptcy, provided that they have not yet started the restructuring. partition of their assets provided they have not yet started distributing their assets to their partners. among their partners. In this case, all the missions which, by virtue of this title, fall to the In that case, all duties which, pursuant to this title, rest on the body charged management body of the company in liquidation or bankruptcy are fulfilled by with the management of the company in liquidation or in a state of bankruptcy, the liquidators or by the trustees. shall be performed by the liquidators or by the trustees in bankruptcy. Section II. — Effects of the merger or division Section II. — Effects of merger and demerger Art. 682 Art. 682 The merger or demerger automatically and simultaneously entails the The merger or division has the following legal consequences ipso jure and following effects: simultaneously: 1° by way of derogation from Article 183, § 1, the acquired companies cease 1° notwithstanding Article 183, § 1, the dissolved companies cease to exist; to exist; however, for the application of article 689, dissolved companies are however, for the purposes of Article 689, the dissolved companies shall be deemed to exist during the period of six months provided for in article 198, § 2, deemed to have existed for the period of six months provided for in Article 198, first paragraph. and 2, and if a nullity action is brought, for the duration of the § 2, first and second paragraphs and, if an action for annulment is filed, for the proceedings until such nullity action is decided by a binding judgment res judicata; duration of the proceedings until such time as that application for annulment has been ruled on by a decision which has the force of res judicata; 2° the partners of the dissolved companies become partners of the acquiring companies, where appropriate, in accordance with the division specified in the demerger proposal; 2° the partners of the dissolved companies become partners of the companies beneficiaries, where applicable in accordance with the distribution provided for in the draft demerger; 3° all of the assets and liabilities of each dissolved company is transferred to 3° the entire assets of each dissolved company, both rights and obligations, the beneficiary companies, where applicable in accordance with the distribution are transferred to the acquiring companies, where appropriate, in accordance provided for in the draft demerger and in compliance with articles 729 and 744. with the division according to the demerger proposal and with due observance of Articles 729 and 744. 2° of the first paragraph is not applicable to operations assimilated to mergers However, the 2° of the first paragraph does not apply in the case of a merger by absorption. transactions assimilated by takeover. Machine Translated 29576by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL Section III. — Opposability of the merger or demerger Section III. — Objection of the merger or demerger Art. 683 Art. 683 The merger or demerger is only enforceable against third parties in the The merger or division can only be enforced against third parties in conditions pre´vues a` l’article 76. accordance with the provisions of Article 76. The deeds covered by article 1 of the law of December 16, 1851 on the The deeds referred to in Article 1 of the Act of 16 December 1851 to revision of the mortgage regime and those covered by chapters II and III of revision of the legal regulation of mortgages and the deeds referred to in title 1 of book II of the Commercial Code , and article 272 of book II of the Chapters II and III of Title I, Book II, of the Commercial Code and in Article same code are only enforceable against third parties under the conditions 272 of Book II of the same Code, can only be invoked against third parties in provided for by the special laws governing these operations. To this end, the accordance with the provisions of the special laws in this regard. To this end, minutes of the general meetings of all the companies having decided on the the minutes of the general meetings of all companies that have decided on the merger or demerger must be submitted to the formalities of transcription or merger or demerger must be transcribed or registered. registration. . The transfer of intellectual and industrial property rights is only enforceable The transfer of intellectual and industrial property rights can only be enforced against third parties under the conditions provided for by the special laws against third parties under the conditions laid down by the special laws governing these operations. governing those transactions. its. Section IV. — Fixation de suˆ rete´s Section IV. — Suretyship Art. 684 Art. 684 § 1. At the latest within two months of the publication in the Annexes to the § 1. No later than two months after the publication in the Appendices to the Belgian Official Gazette of the deeds evidencing the merger or demerger, the Belgian Official Gazette of the deeds establishing the merger or division, the creditors of each of the companies participating in the merger or demerger creditors of any company participating in the merger or division whose claim whose creation ance predates this publication and has not yet expired, may has arisen may r that publication and has not yet expired, demand security require security, notwithstanding any agreement to the contrary. notwithstanding any stipulation to the contrary. The beneficiary company to which this debt has been transferred and, The acquiring company to which this claim is assigned and, where where applicable, the dissolved company may each dismiss this request by appropriate, the dissolved company, may each defend against this claim by paying the debt at its value, after deducting the discount. paying the claim at its value, after deduction of the discount. Failing agreement or if the creditor is not paid, the dispute is submitted by If no agreement is reached or if the creditor has not received satisfaction, the most diligent party to the president of the commercial court in whose the dispute shall be submitted by the most diligent party to the president of the jurisdiction the debtor company at his seat. The procedure is introduced and commercial court of the territory in which the debtor company has its registered instructed as in summary; the same applies to the execution of the decision office. The procedure is initiated and handled as in summary proceedings; the rendered. same applies to the enforcement of the decision rendered. All rights excepted on the merits, the chairman determines the security to Without prejudice to the rights in the case itself, the chairman shall determine be provided by the company and sets the time limit within which it must be the security that the company must provide and the period within which this constituted, unless he decides that no security will be provided, given either must be provided, unless he decides that no security is required in view of the the guarantees and privileges enjoyed by the creditor, or the solvency of the guarantees and privileges available to the creditor or the wealth of the creditor. beneficiary company. the acquiring company. If the security is not provided within the set deadlines, the claim becomes If the security is not provided within the specified period, the claim shall immediately payable and, in the event of a demerger, the beneficiary become immediately due and payable. In this case, in the event of a demerger, companies are held jointly and severally for this obligation. the acquiring companies are jointly and severally liable to fulfill this obligation. § 2. § 1 is not applicable to mergers of financial institutions § 2. Paragraph 1 does not apply in the event of a merger of financial subject to the control of the Banking and Finance Commission. institutions that are subject to the control of the Banking and Finance Commission. Section V. — Responsabilite´ Section V. — Liability Art. 685 Art. 685 § 1. If the dissolved company is a general partnership, a limited partnership, § 1. If the dissolved company is a general partnership, an ordinary limited a partnership limited by shares, or a cooperative society with unlimited liability partnership or a limited partnership with shares, or a cooperative company ´e, the general partners, the general partners or the cooperators remain jointly with unlimited liability, the general partners and the general partners or the and severally liable with regard to third parties, for the commitments of the members of the cooperative The operating company vis-à-vis third parties dissolved company prior to relevant to the enforceability against third parties jointly and severally and without limitation for the obligations of the dissolved of the deed of merger or demerger in accordance with Article 76. company arising before the time from which the deed of merger or division can be invoked against third parties in accordance with the provisions of Article 76. § 2. If the beneficiary company is a general partnership, a limited partnership, § 2. If the acquiring company is a general partnership, an ordinary limited a partnership limited by shares or a cooperative with unlimited liability, general partnership or a limited partnership with shares, or a cooperative company partners, general partners or cooperators are jointly and severally liable with with unlimited liability, the general partners and the general partners or the respect to third parties for the commitments of the dissolved company prior to members of the cooperative ¨operative company jointly and severally and the merger or demerger and which, in the latter case, were transferred to the without limitation vis-à-vis third parties for the obligations of the dissolved beneficiary company in accordance with the draft division and Articles 729, § company which arose, as the case may be, before the merger or before the 2, and 744, § 2. division and which, in the latter case, in accordance with the demerger proposal and Articles 729, § 2, and 744, § 2, have been transferred to this acquiring company. They may, however, be exonerated from this liability by an express clause However, they may be relieved of this liability on the basis of an express inserted in the project and the deed of merger or demerger, enforceable provision contained in the merger or division proposal and in the deed of against third parties in accordance with Article 76. merger or division, which may be enforced against third parties under the provisions of Article 76. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29577 Art. 686 Art. 686 In the event of demerger, the beneficiary companies remain jointly and In the event of a demerger, the acquiring companies remain jointly and severally liable for certain debts payable on the day of publication in the severally liable to pay the certain and due and payable debts that exist on Annexes to the Belgian Official Gazette of the deeds recording the decision the day on which the deeds establishing the decision to participate in the to participate in an operation. demerger, which are transferred to another demerger are published in the Annexes to the Belgian Official Gazette and company resulting from the demerger. This liability is limited to the net that are transferred to another company. created by the split. The assets attributed to each of these companies. aforementioned liability applies exclusively to the net assets allocated to each of those companies. Art. 687 Art. 687 The partners of the dissolved company may bring an action for damages Any partner of a dissolved company may bring a liability claim against the against the directors or managers of this company to obtain compensation directors or business managers of that company for compensation for the for the damage they may have suffered as a result of a fault committed damage he has suffered as a result of an error committed during the during the preparation and execution of the merger or demerger. preparation and realization of the merger or demerger. Each partner of the dissolved company may, likewise, bring an action for Any partner of a dissolved company may also bring a liability claim against liability against the statutory auditor, the company auditor or the external the statutory auditor, the company auditor or the external accountant who chartered accountant who drew up the report referred to in Articles 695, has drawn up the report referred to in Articles 695, 708, 731 and 746 for 708, 731 and 746 for damages suffered as a result of a fault committed by damage suffered as a result of an error. which it has committed in the the latter in the performance of his mission. performance of its duties. This article does not apply to operations assimilated to mergers by However, this article does not apply to transactions treated as a merger absorption. by acquisition. Section VI. — Nullity of the merger or demerger Section VI. — Nullity of the merger or demerger Art. 688 Art. 688 The commercial court pronounces, at the request of any interested party, At the request of an interested party, the Commercial Court shall declare the nullity of the merger or demerger when the cash payment exceeds one- a merger or division null and void if the cash payment exceeds one-tenth of tenth of the nominal value of the shares or units allocated. or, in the absence the nominal value or, in the absence of a nominal value, of the fractional of a nominal value, their accountable par value. value of the shares issued. When the nullity is such as to infringe the rights acquired in good faith by If the annulment may affect rights that a third party has acquired in good a third party with regard to the beneficiary company, the court may declare faith against the acquiring company, the court may declare that the nullity the nullity ineffective. with respect to these rights, subject to the plaintiff's has no effect in relation to those rights, without prejudice to the right to right to damages, if any. compensation of the claimant, if there are grounds for doing so. . Art. 689 Art. 689 The commercial court may, at the request of any interested party, The commercial court may, at the request of an interested party, declare pronounce the nullity of the merger or demerger if the decisions of the the merger or demerger null and void if the decisions of the general meetings general meetings which approved the merger or demerger demerger have that approved the merger or demerger have not been adopted by an not been recorded by notarial deed or if these decisions have been taken in authentic deed or if those decisions were taken while the There are no the absence of the reports of the management body, the statutory auditors, reports from the board of directors, the statutory auditor, the auditor or the the auditors or external accountants provided for by this book. external auditor prescribed in this book. When it is possible to remedy the irregularity likely to lead to the nullity If it is possible to remedy the defect that could lead to the annulment of of the merger or demerger, the competent court grants the companies the merger or division, the competent court will grant the companies concerned a deadline to regularize the situation. concerned a period to regularize the situation. Art. 690 Art. 690 The judicial decision pronouncing the nullity of a merger or a demerger The court decision declaring the nullity of a merger or division by by incorporation also pronounces the nullity of the new companies. incorporation also declares the new companies null and void. Art. 691 Art. 691 The extract of the judicial decision that has become final or enforceable The extract from the final or provisionally enforceable judgment declaring by provision pronouncing the nullity of a merger or demerger, as well as the the nullity of a merger or demerger of a company, as well as the extract from extract of the judicial decision reforming the provisionally enforceable the judgment annulling the aforementioned provisionally enforceable judgment mentioned above, are filed and published in accordance with judgment, shall be deposited and published in accordance with Article 74. article 74. This extract will contain: That extract states: 1° the corporate name of each of the companies that participated in the 1° the name of each of the companies involved in the merger or the merger or demerger; split have participated; 2° the date of the decision and the court which pronounced it; 2° the date of the decision and the judge that issued it; 3° where 3° where applicable, the name, first name and address of the liquidators; appropriate, the surname, first names and address of the liquidators; if in the event that the liquidator is a legal person, the extract will contain the the liquidator is a legal person, the extract shall contain the designation or designation or modification to the designation of the natural person who modification of the designation of the natural person who represents it for represents it for the exercise of the powers of liquidation. the exercise of the liquidation powers. Machine Translated 29578by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL Art. 692 Art. 692 Nullity does not in itself affect the validity of the obligations arising at the The nullity does not in itself affect the validity of the obligations which have expense of or for the benefit of the beneficiary companies between the time arisen for the account of or in favor of the acquiring companies between the when the merger or demerger is carried out in accordance with day on which the merger or demerger is carried out in accordance with Article article 701, paragraph 2, or article 738, paragraph 2, and publication of the 701, paragraph 2, or Article 738, paragraph 2, and the day of the announcement decision pronouncing the annulment of the merger or demerger. of the decision declaring the merger or demerger null and void. The companies that took part in the merger or demerger are jointly and severally The companies that have participated in the merger or demerger are jointly liable for these obligations arising at the expense of the companies benefiting from it. and severally liable for such obligations that have arisen at the expense of the ciaries. acquiring companies. CHAPTER II. — Procedure to be followed when merging companies CHAPTER II. — Procedure to be followed in the event of a merger of companies First section. — Absorption merger procedure Section I. — Merger by acquisition procedure Art. 693 Art. 693 The management bodies of the companies called upon to merge establish The management bodies of the companies to be merged shall adjust by notarial deed or by private deed a draft merger. draft a merger proposal in an authentic or private deed. The draft merger mentions at least: 1° the The merger proposal shall at least state: form, the denomination, the object and the registered office of the companies 1° the legal form, name, purpose and registered office of the to be merged called to merge; companies; 2° the exchange ratio of the shares or units and, where applicable, the 2° the exchange ratio of the shares and, where applicable, the amount of the balance; amount of the deposit; 3° the methods of delivery of the shares or units of the acquiring company; 3° the manner in which the shares in the acquiring company are distributed; 4° the date from which these shares or units give the right to 4° the date from which these shares give the right to participate in the participate in the profits as well as any terms relating to this right; profits, as well as any special arrangement concerning this right; 5° the date from which the operations of the company to be acquired are 5° the date from which the transactions of the company to be acquired are considered from an accounting point of view to have been carried out on behalf deemed to have been carried out for the account of the acquiring company; of the acquiring company; 6° the rights ensured by the absorbing company to the partners of the 6° the rights that the acquiring company grants to the partners of the companies to be absorbed, who have special rights, as well as to the holders companies to be acquired, who have special rights, as well as to the holders of of securities other than shares, or measures proposed for them; securities other than shares, or the measures proposed towards them; 7° the remuneration allocated to the statutory auditors, the company auditors or the 7° the emoluments attributed to auditors, auditors or external chartered external auditors for drawing up the report referred to in Article 695; accountants responsible for drafting the report provided for in Article 695; 8° any special benefits granted to the members of the management bodies 8° any special advantage granted to the members of the board of the companies called upon to merge. bodies of the companies to be merged. At least six weeks before the general meeting called to decide on the merger, The merger proposal must be filed by each company involved in the merger the draft merger must be filed with the registry of the commercial court by each with the registry of the commercial court no later than six weeks before the of the companies called upon. are to be merged. general meeting to decide on the merger. Art. 694 Art. 694 In each company, the management body draws up a written and detailed In every company, the board of directors prepares a detailed written report report which sets out the financial situation of the companies called upon to setting out the state of the assets of the companies to be merged and also merge and which explains and justifies, from the legal and economic, the explaining and justifying from a legal and economic point of view: the desirability opportunity, the conditions, the modalities and the consequences of the merger, of the merger, the conditions and the manner how it will be done and its effects, the methods followed for the determination of the exchange ratio of shares or the methods by which the exchange ratio of the shares is determined, the units , the relative importance given to these methods, the values at which relative weight given to these methods, the valuation to which each method each method arrives, any difficulties encountered, and the proposed exchange arrives, the difficulties that may have arisen and the proposed exchange ratio . ratio. Art. 695 Art. 695 In each company, a written report on the proposed merger is drawn up either In each company, a written report on the merger proposal is drawn up either by the auditor or, when there is no auditor, by a company auditor or by a by the statutory auditor or, if there is no statutory auditor, by a company auditor external chartered accountant appointed by the directors or managers. or by an external auditor appointed by the directors or business managers. The statutory auditor, the company auditor or the appointed chartered The statutory auditor, the designated auditor or accountant must in particular accountant must in particular declare whether, in his opinion, the exchange declare whether or not the exchange ratio is reasonable or not in his opinion. ratio is or is not relevant and reasonable. This declaration must at least: This declaration must at least indicate: 1° by which methods the (1) indicate the methods followed to determine the proposed exchange ratio; proposed exchange ratio has been determined; 2° whether these methods 2° indicate whether these methods are appropriate in this case and mention are appropriate in the given case and to what valuation each method used the values to which each of these methods leads, an opinion being given on leads; it is also necessary to assess the relative weight given to these the relative importance given to these methods methods in determining the methods in determining the value taken into account. retained value. The report also indicates the particular difficulties of evaluation if there are The report also highlights the particular difficulties any. which may have been included in the valuation. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29579 The statutory auditor, the company auditor or the appointed chartered The statutory auditor, the designated company auditor or accountant can accountant may consult without moving any document useful to the inspect all documents that are useful for the performance of his duties on accomplishment of his mission. They can obtain from the merging companies site. They are entitled to require the companies involved in the merger to all the explanations or information and carry out all the checks that they provide them with all explanations and information. They are also entitled to deem necessary. carry out all checks they deem necessary. When the report concerns an acquiring company in the form of a private Where the report relates to an acquiring company having the legal form limited liability company, a cooperative limited liability company or a of a private limited company, a cooperative limited liability company or a anonymous, sections 313, 423 or 602 do not apply. public limited liability company, Articles 313, 423 or 602 shall not apply. Art. 696 Art. 696 The management bodies of each of the companies concerned by the The governing bodies of all companies involved in the merger must notify merger are required to inform the general meeting of their company as well their own general meeting, as well as the management bodies of all other as the management bodies of all the other companies. concerned by the companies involved in the merger, of any significant change in the assets merger of any significant modification of the assets and liabilities occurring and liabilities of the assets between the date of the drafting of the merger between the date of establishment of the merger project and the date of the proposal and the date of the last general meeting deciding on the merger. last general meeting which decides on the merger. The management bodies that have received this information are required The governing bodies thus informed shall submit their general to communicate it to the general meeting of their company. meetings of the information received. Art. 697 Art. 697 § 1. In each company, the draft merger and the reports provided for in § 1. In every company, the merger proposal and the reports referred to in articles 694 and 695 as well as the possibility reserved for partners to obtain Articles 694 and 695, as well as the possibility for the partners to obtain the said documents free of charge are announced in the order of aforementioned documents free of charge, are stated in the agenda of the day of the general meeting called to vote on the proposed merger. general meeting that has to decide on the merger proposal. A copy is sent to holders of shares or registered units at least one month The holders of registered shares will receive a maximum of one month before the meeting of the general meeting. a copy thereof before the general meeting. ge´ne´rale. It is also transmitted without delay to persons who have A copy shall also be sent without delay to those who have completed the completed the formalities required to be admitted to the meeting. formalities prescribed by the articles of association to be admitted to the meeting. However, when the companies are cooperative companies with limited However, in the case of a cooperative limited liability company, the liability, the project and the reports referred to in the first paragraph must not proposal and the reports referred to in paragraph 1 must not be sent to the be sent to the shareholders. s in accordance with paragraphs 2 and 3. partners in accordance with paragraphs 2 and 3. In this case, any shareholder has the right to examine said documents at In that case, each partner has the right, in accordance with § 2, to inspect the registered office in accordance with § 2 and to obtain a copy thereof, in the aforementioned documents at the latest one month before the general accordance with § 3, at least one month before the meeting of the general meeting at the registered office of the company and, in accordance with § 3, Assembly. he can obtain a copy within the same period. § 2. Each partner also has the right to take cognizance of the following documents at the registered office § 2. Any shareholder also has the right, at least one month before the of the company no later than one month before the date of the general date of the meeting of the general meeting called to decide on the draft meeting that is to decide on the merger proposal: merger, to take cognizance at the head office of the docu following elements: (1) the draft merger; 1° the merger (2) the reports referred to in sections 694 and proposal; 2° the reports referred to in Articles 694 and 695; 3° the annual accounts for the last three years, for each of the 695; 3° the annual accounts for the last three financial years of each of merging companies; the companies involved in the merger; 4° with regard to public limited liability 4° for public limited companies, partnerships limited by shares, private companies, limited partnerships with shares, private limited liability companies with limited liability and cooperative companies with limited companies and cooperative companies with limited liability, the reports of liability, the reports of the administrators or managers and the reports of the the directors or of the business managers and the reports of the statutory auditors for the last three financial years; auditors for the last three financial years ; 5° when the proposed merger is at least six months after the end of the 5° if the most recent annual accounts relate to a financial year that ended financial year to which the last annual accounts relate, an accounting more than six months before the date of the merger proposal: interim figures statement drawn up in the three months preceding the date of the proposed regarding the state of the assets that have been determined no more than merger and drawn up in accordance with paragraphs 2 to 4. three months before the date of that proposal and which are in accordance with paragraphs 2 to 4 have been drawn up. This accounting statement is drawn up using the same methods and These interim figures are prepared in accordance with the same methods following the same presentation as the last annual accounts. and the same format as the most recent annual accounts. However, it is not necessary to carry out a new inventory. However, a new inventory should not be made. Changes in the valuations appearing in the last balance sheet may be Changes in the valuations appearing in the latest balance sheet may be limited to those resulting from transactions in writing. Account must be taken, limited to changes resulting from the entries made. However, interim however, of interim depreciation and provisions as well as significant depreciation and provisions, as well as significant changes in values that are changes in values not appearing in the accounts. § 3. Any shareholder may not reflected in the books, must be taken into account. obtain, free of charge and on simple request, a complete copy or, if he wishes, a partial copy, of the documents referred to in § 2, with the § 3. Each partner may, at his request, obtain a full or, if desired, partial exception of those which have been sent pursuant to § 1. copy of the documents referred to in § 2, free of charge, with the exception of those sent to him in accordance with § 1. Machine Translated 29580by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL Art. 698 Art. 698 § 1. A private limited liability company or a cooperative company may § 1. A private limited company or a cooperative company can only take only take over another company if the partners of this other company fulfill over another company if the partners of the other company meet the the conditions required for acquire the status of associate of the acquiring requirements for acquiring the status of partner in the acquiring company. company. § 2. In cooperative companies, each partner has the right, notwithstanding § 2. In a cooperative company, any partner may retire at any time during any provision to the contrary in the articles of association, to resign at any the financial year from the convocation of a general meeting to decide on time during the financial year and without having to satisfy under no other the merger of the company with an acquiring company having a different conditions, from the convening of the general meeting called to decide on legal form, without he must meet any other condition, and notwithstanding the merger of the company with an absorbing company of another form. anything to the contrary in the articles of association. The resignation must be notified to the company by registered letter sent The company will be notified of the withdrawal by registered letter, which by post at least five days before the date of the meeting. It will only have will be posted no later than five days before the date of the meeting. It only effect if the merger is decided. takes effect if the merger proposal is adopted. Notices of meetings reproduce the text of paragraphs 1 and 2 of this The text of this paragraph, paragraphs 1 and 2, will be included in the paragraph. convocation letter. Art. 699 Art. 699 § 1. Without prejudice to the specific provisions set out in this article and § 1. Subject to stricter provisions in the articles of association and without subject to more stringent statutory provisions, the general meeting cannot prejudice to the special provisions of this article, the merger of a company decide on the merger of the company only in compliance with the following must be decided by the general meeting in accordance with the following attendance and majority rules: rules of attendance and majority: 1° the attendees must be at least half of 1° those who attend the meeting must represent at least half of the share the share capital. If this condition is not met, a new meeting is required. capital. If this condition is not met, a new meeting will be necessary and the For the second meeting to validly deliberate and decide, it is sufficient that new meeting will validly deliberate and rule, regardless of the portion of the some part of the capital is represented there; capital represented; 2° a) a merger proposal is only accepted if it obtains three quarters of the votes; 2° a) a merger proposal is only adopted if it has obtained at least three quarters of the votes; b) in ordinary limited and cooperative partnerships, b) in limited partnerships and in cooperative societies, the voting rights of the voting rights of the partners are proportional to their share in the the partners are proportional to their share in the corporate assets and the company's assets and the attendance quorum is calculated in proportion to attendance quorum is calculated in relation to the company's assets. § 2. that capital. § 2. Article 582 does not apply. § 3. If there are different types Article 582 is not applicable. § 3. If there are several categories of shares, of shares or securities that may or may not represent the capital established titles or units, whether or not representative of the expressed capital, and in the articles of association and the merger gives rise to a change in their if the merger entails a modification of their respective rights, Article 560, respective rights, Article 560(4) shall apply mutatis mutandis. § 4. The paragraph 4 , applies. consent of all partners is required: 1° in the acquiring or to be acquired companies that are general partnerships; § 4. The agreement of all the partners is required: 1° in the companies acquiring or to be absorbed which are general partnerships; 2° in the companies to be absorbed when the acquiring company is: 2° in the companies to be acquired when the acquiring company has taken the legal form of: a) a general partnership; b) an ordinary limited (a) a general partnership; b) a partnership; c) a cooperative company with unlimited liability. limited partnership; c) a cooperative society with unlimited liability. In the cases referred to in the first paragraph, the unanimous agreement of the holders of In the cases referred to in the first paragraph, the unanimous consent of shares not representing the share capital is required, where applicable. the holders of shares that do not represent the capital of the company, if any, is required. § 5. In addition, in ordinary limited partnerships and limited § 5. In simple partnerships and in partnerships limited by shares, the partnerships with shares, the consent of all general partners is required. agreement of all the general partners is also required. Art. 700 Art. 700 In each company participating in the merger, the minutes of the general In every company that enters into the merger, the minutes of the general meeting which decides on the merger are, on pain of nullity, drawn up by meeting in which the merger is decided upon are drawn up by an authentic notarial deed. . deed, on pain of nullity. The act reproduces the conclusions of the report referred to in Article 695. The deed includes the conclusion of the decision referred to in Article 695 said report. The notary must verify and certify the existence and legality, both internal After examination, the notary must confirm the existence and both the and external, of the acts and formalities incumbent on the company with internal and the external legality of the legal acts and formalities to which which he acts. the company with which he acts is bound. Art. 701 Art. 701 Immediately after the decision to merge, any amendments to the articles Immediately after the merger decision, any amendments to the articles of association of the acquiring company, including the clauses which would of association of the acquiring company, including the provisions to change modify its corporate purpose, are determined under the conditions of its object, shall be adopted in accordance with the attendance and majority presence and majority required by this code. Otherwise, the decision to rules required by this Code. merge has no effect. If this is not the case, the decision to merge will be without effect. The merger is completed when the decisions have been taken The merger is completed as soon as the relevant companies have taken agreements taken within all the companies concerned. corresponding decisions. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29581 Art. 702 Art. 702 Subject to the terms determined in paragraphs 2 and 3, the deeds Subject to the rules laid down in paragraphs 2 and 3, the deeds establishing recording the merger decisions taken within the acquiring company and the the merger resolutions adopted by the acquiring and the acquired company acquired company are filed and published by extract in accordance with shall be deposited and published by extract, in accordance with Article 74 Article 74 and, where applicable, the deeds amending the articles of and, where appropriate, the deeds amending the articles of association of association of the acquiring company are filed and published in accordance with the article 74. acquiring company filed and published in accordance with article 74. They are published simultaneously within fifteen days of the filing of the They shall be announced simultaneously within fifteen days of the deposit deed recording the decision to merge taken by the general meeting which of the deed establishing the merger resolution adopted by the last general met last. . meeting held. The acquiring company can itself carry out the formalities of The acquiring company may itself carry out the disclosure formalities publicity concerning acquired companies. concerning the acquired companies. Art. 703 Art. 703 § 1. Unless it has been decided otherwise by the companies concerned, § 1. Unless the companies concerned have decided otherwise, the shares the shares or units issued by the acquiring company in return for the assets issued by the acquiring company in exchange for the acquired assets are absorbed are distributed among the associates of the acquired companies, distributed among the partners of the acquired companies by and under the with due care and under the responsibility of the bodies which were in charge responsibility of the bodies which, at the time of the acquisition, are merger of the management of these companies at the time of fusion. with the management of those companies. If necessary, these bodies update the share registers These bodies shall, if necessary, ensure that the registers of registered registered or corporate shares. shares or other share registers are kept up to date. The costs of these operations are borne by the acquiring company. The costs of these transactions are borne by the acquisition mending company. § 2. No shares or units in the acquiring company may be allocated in § 2. Shares of the acquiring company shall not be exchanged for shares exchange for shares or units in the acquired company held: of the acquired company that are held: 1° by the acquiring company itself or by a person acting in his own name, but on behalf of the company; or 2° by 1° either by the acquiring company itself or by a person the acquired company itself or by a person who acting in his own name but on behalf of the company; 2° either by the acquired company itself or by a person acting in his own name but on behalf of the company. acts in its own name, but on behalf of the company. Art. 704 Art. 704 The annual accounts of the absorbed company for the period between the The annual accounts of the acquired company for the period between the closing date of the last financial year for which the accounts have been year-end closing date of the last financial year for which the accounts have approved and the date referred to in article 693 , § 2, 5°, are drawn up by the been approved and the date referred to in Article 693, § 2, 5°, are drawn up management bodies of this company, in accordance with the provisions of by the management body of that company in accordance with the provisions this code which are applicable to it. of this Code that apply to it. They are subject to the approval of the general meeting of the acquiring It is subject to the approval of the general meeting of the acquiring company in accordance with the rules applicable to the latter for its annual company in accordance with the rules applicable to the latter with regard to accounts. the annual accounts. Subject to article 687, the general meeting of the acquiring company Without prejudice to Article 687, the general meeting of the acquiring decides on the discharge of the management and control bodies of the company shall decide on the discharge of the administrative and supervisory acquired company. . bodies of the acquired company. Section II. — Merger procedure by incorporation of a Section II. — Merger procedure by new company incorporation of a new company Art. 705 Art. 705 § 1. Subject to §§ 2 and 3, the incorporation of the new company is subject § 1. Subject to §§ 2 and 3, all conditions set by this Code for the chosen to all the conditions provided for by this code for the form of company that company form shall apply to the establishment of the new company. § 2. has been chosen. . Regardless of the legal form of the new company, its incorporation must be § 2. Whatever the form of the new company, its constitution must, on pain established by an authentic deed on pain of nullity. In that deed, the of nullity, be recorded by notarial deed. This act reproduces the conclusions conclusions of the report referred to in Article 695 of the statutory auditor, of the report of the statutory auditor, the company auditor or the external the company auditor or the external auditor are included. § 3. Articles 444 chartered accountant, referred to in article 695. and 449, Article 450, second paragraph, second sentence, and Articles 451, 452 and 453, 6° and 9°, do not apply to the limited liability company, nor, in § 3. Articles 444 and 449, article 450, paragraph 2, second sentence, and derogation from Article 657, to the limited partnership. Articles 395, 399 articles 451, 452 and 453, 6° and 9°, do not apply to the company ´ anonyme and 402, 2° do not apply to the cooperative company with limited liability nor, by way of derogation from Article 657, a partnership limited by shares. created by the merger. Articles 395, 399 and 402, 2°, do not apply to the cooperative limited liability company resulting from the merger. Sections 219 and 224 do not apply to the private limited liability company Articles 219 and 224 do not apply to the private limited company created resulting from the amalgamation. Article 226, 3° and 6°, does not apply to by the merger. Article 226, 3° and 6°, does not apply to this company either. this company either. Art. 706 Art. 706 The management bodies of the companies called upon to merge establish The management bodies of the companies to be merged shall adjust by notarial deed or by private deed a draft merger. draft a merger proposal in an authentic or private deed. The draft merger mentions at least: 1° the The merger proposal shall at least state: form, the denomination, the object and the registered office of the companies 1° the legal form, name, purpose and registered office of the person to be dissolved called to be dissolved as well as of the new society; companies and of the new companies; Machine Translated 29582by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 2° the exchange ratio of the shares or units and, where applicable, the 2° the exchange ratio of the shares and, where applicable, the amount of the balance; amount of the deposit; 3° the terms and conditions for the delivery of shares or shares in the new company; 3° the manner in which the shares in the new company are distributed; 4° the date from which these shares give the right to participate in the 4° the date from which these shares or units give the right to participate in the profits as well as any terms relating to this right; profits, as well as any special arrangement concerning this right; 5° the date from which the operations of the companies called upon to be 5° the date from which the transactions of the companies to be dissolved dissolved are considered from an accounting point of view as carried out on are deemed to have been carried out for the account of the new company; 6° behalf of the new company; 6° the rights ensured by the new company to the the rights that the new company grants to the partners of the companies to partners of the companies called upon to be dissolved, who have special be dissolved, who have special rights, as well as to the holders of securities rights, as well as to the holders of securities other than the actions, or other than shares, or the measures proposed towards them; proposed actions with respect to them; 7° the emoluments attributed to auditors, auditors or external chartered accountants responsible for drafting the report provided for in Article 708; 8° any special advantages granted 7° the remuneration allocated to the statutory auditors, the company to the members of the management bodies; auditors or the external auditors for drawing up the report referred to in Article 708; 8° any special advantage granted to the members of the management management of companies called upon to be dissolved. bodies of the companies to be dissolved. At least six weeks before the general meeting called to decide on the The merger proposal must be filed by each company involved in the merger merger, the draft merger must be filed with the registry of the commercial with the registry of the commercial court no later than six weeks before the court by each of the companies called upon. are to be merged. general meeting to decide on the merger. Art. 707 Art. 707 In each company, the management body draws up a written and detailed In each company, the board of directors prepares a detailed written report report which sets out the financial situation of the companies called upon to setting out the state of the assets of the companies to be dissolved and also be dissolved and which explains and justifies, from the point of legal and explaining and justifying from a legal and economic point of view: the economic view, the opportunity, the conditions, the modalities and the desirability of the merger, the conditions and the manner how it will be done consequences of the merger, the methods followed for the determination of and its effects, the methods by which the exchange ratio of the shares is the exchange ratio of shares or shares, the relative importance given to these determined, the relative weight given to these methods, the valuation to which methods, the values at which each method arrives, any difficulties encountered, each method arrives, the difficulties that may have arisen and the proposed and the proposed exchange ratio. exchange ratio . Art. 708 Art. 708 Without prejudice to article 705, § 3, a written report on the proposed Without prejudice to Article 705, § 3, a written report on the merger proposal merger is drawn up in each company, either by the statutory auditor or, when is drawn up in every company, either by the statutory auditor or, if there is no there is no statutory auditor, by a company auditor or by an external chartered statutory auditor, by a company auditor or by an external auditor appointed accountant appointed by the directors or managers. by the directors or business managers. The statutory auditor, the company auditor or the appointed chartered The statutory auditor, the designated auditor or accountant must in particular accountant must in particular declare whether, in his opinion, the exchange declare whether or not the exchange ratio is reasonable or not in his opinion. ratio is or is not relevant and reasonable. This declaration must at least: 1° This declaration must at least indicate: 1° by which methods indicate the methods followed to determine the proposed exchange ratio; the proposed exchange ratio has been determined; 2° whether these 2° indicate whether these methods are appropriate in this case and mention methods are appropriate in the given case and to what valuation each method the values to which each of these methods leads, an opinion being given used leads; it is also necessary to assess the relative weight given to these on the relative importance given to these methods methods in determining methods in determining the value taken into account. the retained value. The report also indicates the particular difficulties of evaluation if there are The report also highlights the particular difficulties any. which may have been included in the valuation. The statutory auditor, the auditor, or the appointed chartered accountant The statutory auditor, the designated company auditor or accountant can may consult without moving any document useful to the accomplishment of inspect all documents that are useful for the performance of his duties on site. his mission. They can obtain from the merging companies all the explanations They are entitled to require the companies involved in the merger to provide or information and carry out all the checks that they deem necessary. them with all explanations and information. They are also entitled to carry out all checks they deem necessary. Art. 709 Art. 709 The management bodies of each of the companies concerned by the The governing bodies of all companies involved in the merger must notify merger are required to inform the general meeting of their company as well their own general meeting, as well as the management bodies of all other as the management bodies of all the other companies. concerned by the companies involved in the merger, of any significant change in the assets and merger of any significant modification of the assets and liabilities occurring liabilities of the assets between the date of the drafting of the merger proposal between the date of establishment of the merger project and the date of the and the date of the last general meeting deciding on the merger. last general meeting which decides on the merger. The management bodies that have received this information are required The governing bodies thus informed shall submit their general to communicate it to the general meeting of their company. meetings of the information received. Art. 710 Art. 710 § 1. In each company, the draft merger and the reports provided for in § 1. In every company, the merger proposal and the reports referred to in articles 707 and 708, as well as the possibility reserved for partners to obtain Articles 707 and 708, as well as the possibility for the partners to obtain the said documents free of charge, are announced in the notice. order of aforementioned documents free of charge, are stated in the agenda of the day of the general meeting called to vote on the proposed merger. general meeting that has to decide on the merger proposal. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29583 A copy is sent to holders of shares or registered units at least one month The holders of registered shares will receive a maximum of one month before the meeting of the general meeting. a copy thereof before the general meeting. ge´ne´rale. It is also sent without delay to persons who have completed the formalities A copy shall also be sent without delay to those who have completed the required by the articles of association to be admitted to the meeting. formalities prescribed by the articles of association to be admitted to the meeting. However, when the companies are cooperative companies with limited However, in the case of a cooperative limited liability company, the proposal liability, the project and the reports referred to in the first paragraph must not and the reports referred to in paragraph 1 must not be sent to the partners in be sent to the shareholders. s in accordance with paragraphs 2 and 3. accordance with paragraphs 2 and 3. In this case, any shareholder has the right to examine said documents at In that case, each partner has the right, in accordance with § 2, to inspect the registered office in accordance with § 2 and to obtain a copy thereof, in the aforementioned documents at the latest one month before the general accordance with § 3, at least one month before the meeting of the general meeting at the registered office of the company and, in accordance with § 3, Assembly. he can obtain a copy within the same period. § 2. Each partner also has the right to take cognizance of the following documents at the registered office of § 2. Any shareholder also has the right, at least one month before the date the company no later than one month before the date of the general of the meeting of the general meeting called to decide on the draft merger, to meeting that is to decide on the merger proposal: take cognizance at the head office of the following documents: (1) the draft merger; 1° the merger (2) the reports referred to in sections 707 and proposal; 2° the reports referred to in Articles 707 and 708; 3° the annual accounts for the last three years, for each of the 708; 3° the annual accounts for the last three financial years of each of the merging companies; companies involved in the merger; 4° for public limited companies, partnerships limited by shares, private 4° with regard to public limited liability companies, limited partnerships with companies with limited liability and cooperative companies with limited shares, private limited liability companies and cooperative companies with liability, the reports of the administrators or managers and the reports of the limited liability, the reports of the directors or of the business managers and auditors for the last three financial years; the reports of the statutory auditors for the last three financial years ; 5° if the most recent annual accounts relate to a financial year that ended more than six months before the date of the merger proposal: interim figures regarding 5° when the proposed merger is at least six months after the end of the the state of the assets that have been determined no more than three financial year to which the last annual accounts relate, an accounting months before the date of that proposal and which are in accordance with statement drawn up in the three months preceding the date of the proposed paragraphs 2 to 4 have been drawn up. merger and drawn up in accordance with paragraphs 2 to 4. This accounting statement is drawn up using the same methods and These interim figures are prepared in accordance with the same methods following the same presentation as the last annual accounts. and the same format as the most recent annual accounts. However, it is not necessary to carry out a new inventory. However, a new inventory should not be made. Changes in the valuations appearing in the last balance sheet may be Changes in the valuations appearing in the latest balance sheet may be limited to those resulting from transactions in writing. Account must be taken, limited to changes resulting from the entries made. However, interim however, of interim depreciation and provisions as well as significant changes depreciation and provisions, as well as significant changes in values that are in values not appearing in the accounts. § 3. Any shareholder may obtain, not reflected in the books, must be taken into account. free of charge and on simple request, a complete copy or, if he wishes, a partial copy, of the documents referred to in § 2, with the exception of § 3. Each partner may, at his request, obtain a full or, if desired, partial those which have been sent pursuant to § 1. copy of the documents referred to in § 2, free of charge, with the exception of those sent to him in accordance with § 1. Art. 711 Art. 711 § 1. A private limited liability company or a cooperative company may only § 1. A private limited company or a cooperative company can only take take over another company if the partners of this other company fulfill the over another company if the partners of the other company meet the conditions required for acquire the status of associate of the new company. requirements for acquiring the status of partner in the new company. § 2. In a cooperative company, any partner may retire at any time during the financial year from the convening of a general meeting to decide on the merger of the § 2. In cooperative companies, each partner has the right, notwithstanding company with a new company having a different legal form, without that he any provision to the contrary in the articles of association, to resign at any must comply with any other condition, and notwithstanding any provision to time during the financial year and without having to satisfy under no other the contrary in the articles of association. conditions, from the convening of the general meeting called to decide on the merger of the company into a new company of another form. The resignation must be notified to the company by registered letter sent The company is notified of the resignation by registered letter, which is by post at least five days before the date of the meeting. It will only have posted no later than five days before the date of the meeting. It only takes effect if the merger is decided. effect if the merger proposal is adopted. Notices of meetings reproduce the text of paragraphs 1 and 2 of this The text of this paragraph, paragraphs 1 and 2, will be included in the paragraph. convocation letter. Art. 712 Art. 712 § 1. Without prejudice to the specific provisions set out in this article and § 1. Subject to stricter provisions in the articles of association and without subject to more stringent statutory provisions, the general meeting cannot prejudice to the special provisions of this article, the merger of a company decide on the merger of the company only in compliance with the following must be decided by the general meeting in accordance with the following attendance and majority rules: rules of attendance and majority: 1° the attendees must be at least half of the 1° those who attend the meeting must represent at least half of the share share capital. If this condition is not met, a new meeting is required. For capital. If this condition is not met, a new meeting will be necessary and the the second meeting to validly deliberate and decide, it is sufficient that some new meeting will validly deliberate and rule, regardless of the portion of the part of the capital is represented there; capital represented; Machine Translated 29584by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 2° a) a merger proposal is only accepted if it obtains three quarters of the 2° a) a merger proposal is only adopted if it has obtained at least three votes; quarters of the votes; b) in ordinary limited and cooperative partnerships, the b) in limited partnerships and in cooperative societies, the voting rights of the voting rights of the partners are proportional to their share in the company's partners are proportional to their share in the corporate assets and the assets and the attendance quorum is calculated in proportion to that capital. § attendance quorum is calculated in relation to the company's assets. § 2. Article 2. Article 582 does not apply. § 3. If there are different classes of shares or 582 is not applicable. § 3. If there are several categories of shares, titles or securities that may or may not represent the capital laid down in the articles of units, whether or not representative of the expressed capital, and if the association and the merger gives rise to changes in their respective rights, merger entails a modification of their respective rights, Article 560, paragraph Article 560(4) shall apply mutatis mutandis. 4 , applies. § 4. The agreement of all the partners is required: § 4. The consent of all partners is required: 1° in the 1° in new companies or in companies to be absorbed which are new or to be acquired companies that are general partnerships; 2° in the general partnerships; companies to be taken over when the new company has taken the legal form 2° in the companies to be absorbed when the new company is: of: a) a general partnership; b) an ordinary limited partnership; c) a cooperative company with unlimited liability. (a) a general partnership; b) a limited partnership; c) a cooperative society with unlimited liability. In the cases referred to in the first paragraph, the unanimous agreement of the holders of In the cases referred to in the first paragraph, the unanimous consent of the shares not representing the share capital is required, where applicable. holders of shares that do not represent the capital of the company, if any, is required. § 5. In addition, in ordinary limited partnerships and limited partnerships § 5. In simple partnerships and in partnerships limited by shares, the with shares, the consent of all general partners is required. agreement of all the general partners is also required. Art. 713 Art. 713 In each company participating in the merger, the minutes of the general In every company entering into the merger, the minutes of the general meeting meeting which decides on the merger are, on pain of nullity, drawn up by notarial in which the merger is decided upon are drawn up by an authentic deed, on pain deed. . of nullity. The act reproduces the conclusions of the report referred to in Article 708. The deed shall include the conclusion of the report referred to in Article 708. The notary must verify and certify the existence and legality, both internal and After investigation, the notary must verify the existence and the internal as well as the external, of the acts and formalities incumbent on the company with which he confirm the external legality of the legal acts and formalities to which the acts. company with which he acts is bound. Art. 714 Art. 714 Immediately after the decision to merge, the draft memorandum and articles Immediately after the resolution to merge, the draft deed of incorporation and of association of the new company must be approved by the general meeting of the statutes of the new company must be approved by the general meeting of each of the companies. members who merge, under the same conditions of each company involved in the merger, according to the same rules of attendance presence and majority as those required for the decision to merge. Otherwise, and majority as those used for the resolution. to merger are required. If this is the decision to merge has no effect. not the case, the decision to merge will be without effect. Art. 715 Art. 715 The amalgamation is completed when the new company is incorporated. The merger was completed as soon as the new company was established. Art. 716 Art. 716 § 1. Subject to the terms determined in § 2, the deeds recording the merger § 1. Subject to the rules laid down in § 2, the deeds establishing the merger decision taken by the general meetings are filed and published by certified resolution adopted by the general meetings shall be deposited and published by extract. Article 74 and Articles 67 to 69 and 71 to 73 are applicable to the extract, in accordance with Article 74 and Articles 67 to 69 and 71 to 73 of the memorandum of association of the new company. applicable to the deed of incorporation of the new company. § 2. The deeds referred to in § 1 are published simultaneously within fifteen § 2. The deeds referred to in § 1 are simultaneously published within fifteen days of the filing of the deed recording the merger decision taken by the general days of the deposit of the deed establishing the merger resolution adopted by meeting. which met last. the last general meeting held. The new company can carry out the publicity formalities concerning the The new company can itself carry out the publication formalities regarding merging companies itself. the companies entering into the merger. Art. 717 Art. 717 § 1. Unless it has been decided otherwise by the companies concerned, the § 1. Unless the companies concerned have decided otherwise, the shares shares or units issued by the new company in return for the assets absorbed issued by the new company in exchange for the acquired assets are distributed are distributed among the associates of the acquired companies, with due care among the partners of the acquired companies by and under the responsibility and under the responsibility of the bodies which were in charge of the of the bodies which, at the time of the acquisition, the merger with the management of these companies at the time of fusion. management of those companies. If necessary, these bodies update the share registers These bodies shall, if necessary, ensure that the registers of registered registered or corporate shares. shares or other share registers are kept up to date. The costs of these operations are borne by the acquiring company. The costs of these transactions will be borne by the new company. § 2. Shares of the new company shall not be exchanged for shares of the acquired § 2. No shares or units of the new company may be allocated in exchange for company held by the acquired company itself or by an intermediary. shares or units of the acquired companies held by these acquired companies. themselves or through an intermediary re. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29585 Art. 718 Art. 718 The annual accounts of the absorbed companies for the period between The annual accounts of the acquired company for the period between the the closing date of the last financial year for which the accounts have been year-end closing date of the last financial year for which the accounts have approved and the date referred to in article 706 , § 2, 5°, are drawn up by the been approved and the date referred to in Article 706, § 2, 5°, are drawn up management bodies of this company, in accordance with the provisions of by the board of that company in accordance with the provisions of this Code this code which are applicable to it. that apply to it. They are subject to the approval of the general meeting of the new It is subject to the approval of the general meeting of the new company in company in accordance with the rules applicable to the latter for its annual accordance with the rules applicable to the latter with regard to the annual accounts. accounts. Subject to article 687, the general meeting of the new company decides Without prejudice to Article 687, the general meeting of the new company on the discharge of the management and control bodies of the companies decides on the granting of discharge to the management and supervisory taken over. . bodies of the acquired companies. Section III. — Procedure for operations similar to Section III. — Procedure for transactions assimilated to a mergers by absorption merger by acquisition Art. 719 Art. 719 The management bodies of the companies called upon to merge establish The management bodies of the companies to be merged shall adjust by notarial deed or by private deed a draft merger. draft a merger proposal in an authentic or private deed. The draft merger mentions at least: 1° the The merger proposal shall at least state: 1° the legal form, the denomination, the object and the registered office of the companies form, name, purpose and registered office of the companies to be merged; called to merge; 2° the date from which the operations of the acquired company are 2° the date from which the transactions of the company to be acquired are considered from an accounting point of view as carried out on behalf of the deemed to have been performed for the account of the acquiring company; acquiring company; 3° the rights ensured by the absorbing company to the associates of the 3° the rights that the acquiring company grants to the partners of the absorbed companies, who have special rights, as well as to the holders of companies to be acquired, who have special rights, as well as to the holders securities other than shares, or proposed measures in their regard; of securities other than shares, or the measures proposed towards them; 4° any special advantage granted to the members of the board 4° any special benefits granted to the members of the management bodies of the companies called upon to merge. bodies of the companies to be merged. At least six weeks before the general meeting called to decide on the The merger proposal must be filed by each company involved in the merger, the draft merger must be filed with the registry of the commercial merger with the registry of the commercial court no later than six weeks court by each of the companies called upon. are to be merged. before the general meeting to decide on the merger. Art. 720 Art. 720 § 1. In each company, the merger project as well as the possibility reserved § 1. In every company, the merger proposal, as well as the possibility for for shareholders to obtain this document free of charge are announced on the partners to obtain this document free of charge, is stated in the agenda the agenda of the general meeting. ne´rale called to decide on the proposed of the general meeting that has to decide on the merger proposal. merger. A copy is sent to holders of shares or registered units at least one month The holders of registered shares will receive a maximum of one month before the general meeting. a copy thereof before the general meeting. It is also sent without delay to persons who have completed the formalities A copy shall also be sent without delay to those who have completed the required by the articles of association to be admitted to the meeting. formalities prescribed by the articles of association to be admitted to the meeting. However, when the companies are cooperative companies with limited However, in the case of a cooperative company with limited liability, the liability, the project must not be transmitted to the partners in accordance proposal referred to in paragraph 1 must not be sent to the partners in with paragraphs 2 and 3. accordance with paragraphs 2 and 3. In this case, any shareholder has the right to examine said document at In that case, each partner has the right in accordance with § 2 to inspect the registered office in accordance with § 2 and to obtain a copy thereof, in the aforementioned document at the latest one month before the general accordance with § 3, at least one month before the meeting of the general meeting at the registered office of the company and, in accordance with § 3, Assembly. he can obtain a copy thereof within the same period. § 2. Each partner also has the right to take cognizance of the following documents at the registered § 2. Any shareholder also has the right, at least one month before the date office of the company no later than one month before the date of the of the meeting of the general meeting called to decide on the proposed general meeting that is to decide on the merger proposal: merger, to take cognizance at the registered office of the following documents: (1) the draft merger; 2° 1° the merger the annual accounts for the last three years, for each of the proposal; 2° the annual accounts for the last three financial years of each merging companies; of the companies involved in the merger; 3° with regard to public limited 3° for public limited companies, partnerships limited by shares, private liability companies, limited partnerships with shares, private limited liability companies with limited liability and cooperative companies with limited companies and cooperative companies with limited liability, the reports of the liability, the reports of the administrators or managers and the reports of the directors or of the business managers and the reports of the statutory auditors auditors for the last three financial years; for the last three financial years ; 4° when the draft merger is at least six months after the end of the financial 4° if the most recent annual accounts relate to a financial year that ended year to which the last annual accounts relate, an accounting statement drawn more than six months before the date of the merger proposal: interim figures up in the three months preceding the date of the proposed merger and drawn regarding the state of the assets that have been established no more than up in accordance with paragraphs 2 to 4. three months before the date of that proposal and which are in accordance with paragraphs 2 to 4 have been drawn up. Machine Translated 29586by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL This accounting statement is drawn up using the same methods and These interim figures are prepared in accordance with the same methods following the same presentation as the last annual accounts. and the same format as the most recent annual accounts. However, it is not necessary to carry out a new inventory. However, a new inventory should not be made. Changes in the valuations appearing in the last balance sheet may be Changes in the valuations appearing in the latest balance sheet may be limited to those resulting from transactions in writing. Account must be taken, limited to changes resulting from the entries made. However, interim however, of interim depreciation and provisions as well as significant depreciation and provisions, as well as significant changes in values that are changes in values not appearing in the accounts. not reflected in the books, must be taken into account. § 3. Any shareholder may obtain, free of charge and on simple request, a § 3. Each partner may, at his request, obtain a full or, if desired, partial complete copy or, if he so wishes, a partial copy, of the documents referred to in copy of the documents referred to in § 2, free of charge, with the exception § 2, with the exception of the one to which he is entitled. was sent pursuant to § 1. of those sent to him in accordance with § 1. Art. 721 Art. 721 § 1. A private limited liability company or a cooperative company may only § 1. A private limited company or a cooperative company can only take take over another company if the partners of this other company fulfill the over another company if the partners of the other company meet the conditions required for acquire the status of associate of the acquiring requirements for acquiring the status of partner in the acquiring company. company. § 2. In cooperative companies, each partner has the right, notwithstanding § 2. In a cooperative company, any partner may retire at any time during any provision to the contrary in the articles of association, to resign at any the financial year from the convocation of a general meeting to decide on time during the financial year and without having to satisfy under no other the merger of the company with an acquiring company having a different conditions, from the convening of the general meeting called to decide on legal form, without he must meet any other condition, and notwithstanding the merger of the company with an absorbing company of another form. anything to the contrary in the articles of association. The resignation must be notified to the company by registered letter sent The company is notified of the resignation by registered letter, which is by post at least five days before the date of the meeting. It will only have posted no later than five days before the date of the meeting. It only takes effect if the merger is decided. effect if the merger proposal is adopted. The invitations to the meeting reproduce the text of paragraphs 1 and 2. The text of the first and second paragraph will be included in the convocation letter. Art. 722 Art. 722 § 1. Without prejudice to the specific provisions set out in this article and § 1. Subject to stricter provisions in the articles of association and without subject to more stringent statutory provisions, the general meeting cannot prejudice to the special provisions of this article, the merger of a company decide on the merger of the company only in compliance with the following must be decided by the general meeting in accordance with the following attendance and majority rules: rules of attendance and majority: 1° those who attend the meeting must represent at least half of the share 1° the attendees must represent at least half of the share capital. If this capital. If this condition is not met, a new meeting will be necessary and the condition is not met, a new meeting is required. For the second meeting to new meeting will validly deliberate and rule, regardless of the portion of the validly deliberate and decide, it is sufficient that some part of the capital is capital represented; represented there; 2° a) a merger proposal is only accepted if it obtains three quarters of the 2° a) a merger proposal is only adopted if it has obtained at least three votes; quarters of the votes; b) in limited partnerships and in cooperative societies, the voting rights of b) in ordinary limited and cooperative partnerships, the voting rights of the partners are proportional to their share in the corporate assets and the the partners are proportional to their share in the company's assets and the attendance quorum is calculated in relation to the company's assets. attendance quorum is calculated in proportion to that capital. § 2. Article 582 is not applicable. § 2. Article 582 does not apply. § 3. If there are several categories of shares, titles or units, whether or not § 3. If there are different classes of shares or securities that may or may representative of the expressed capital, and if the merger entails a not represent the capital laid down in the articles of association and the modification of their respective rights, Article 560, paragraph 4 , applies. merger gives rise to changes in their respective rights, Article 560(4) shall apply mutatis mutandis. § 4. The agreement of all partners is required: § 4. The consent of all partners is required: 1° in acquiring or absorbed companies which are general partnerships; 1° in the acquiring or to be acquired companies that are general partnerships; 2° in acquired companies when the acquiring company is: 2° in the companies to be acquired when the acquiring company has taken the legal form of: (a) a general partnership; a) a general partnership; b) a limited partnership; b) an ordinary limited partnership; c) a cooperative society with unlimited liability. c) a cooperative company with unlimited liability. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29587 In the cases referred to in the first paragraph, the unanimous agreement of the holders of In the cases referred to in the first paragraph, the unanimous consent of shares not representing the share capital is required, where applicable. the holders of shares that do not represent the capital of the company, if any, is required. § 5. In addition, in ordinary limited partnerships and limited § 5. In simple partnerships and in partnerships limited by shares, the partnerships with shares, the consent of all general partners is required. agreement of all the general partners is also required. Art. 723 Art. 723 In each company participating in the merger, the minutes of the general In every company entering into the merger, the minutes of the general meeting which decides on the merger are, on pain of nullity, drawn up by meeting in which the merger is decided upon are drawn up by an authentic notarial deed. . deed, on pain of nullity. The notary must verify and certify the existence and legality, both internal After examination, the notary must confirm the existence and both the and external, of the acts and formalities incumbent on the company with internal and the external legality of the legal acts and formalities to which which he acts. the company with which he acts is bound. Art. 724 Art. 724 Immediately after the decision to merge, any amendments to the articles Immediately after the merger decision, any amendments to the articles of association of the acquiring company, including the clauses which would of association of the acquiring company, including the provisions to change modify its corporate purpose, are determined under the conditions of its object, shall be adopted in accordance with the attendance and majority presence and majority required by this code. Otherwise, the decision to rules required by this Code. merge has no effect. If this is not the case, the decision to merge will be without effect. The merger is completed when the decisions have been taken The merger is completed as soon as the relevant companies have taken agreements taken within all the companies concerned. corresponding decisions. Art. 725 Art. 725 Subject to the terms determined in paragraphs 2 and 3, the deeds Subject to the rules laid down in paragraphs 2 and 3, the deeds recording the merger decisions taken within the acquiring company and the establishing the merger resolutions taken by the acquiring and the acquired acquired company are filed and published by extract in accordance with company shall be deposited and published by extract, in accordance with Article 74 and, where applicable, the deeds amending the articles of Article 74 and, where appropriate, the deeds amending the articles of association of the acquiring company are filed and published in accordance with article 74. of the acquiring company filed and published in accordance association with article 74. They are published simultaneously within fifteen days of the filing of the They shall be announced simultaneously within fifteen days of the deposit deed recording the decision to merge taken by the general meeting which of the deed establishing the merger resolution adopted by the last general met last. . meeting held. The acquiring company can itself carry out the formalities of The acquiring company may itself carry out the disclosure formalities publicity concerning acquired companies. concerning the acquired companies. Art. 726 Art. 726 § 1. Unless it has been decided otherwise by the companies concerned, § 1. Unless the companies concerned have decided otherwise, the the shares or units issued by the acquiring company in return for the assets shares issued by the acquiring company in exchange for the acquired absorbed are distributed among the associates of the acquired companies, assets are distributed among the partners of the acquired companies by with due care and under the responsibility of the bodies which were in and under the responsibility of the bodies which, at the time of the charge of the management of these companies at the time of fusion. acquisition, are merger with the management of those companies. If necessary, these bodies update the share registers These bodies shall, if necessary, ensure that the registers of registered registered or corporate shares. shares or other share registers are kept up to date. The costs of these operations are borne by the acquiring company. The costs of these transactions are borne by the acquisition mending company. § 2. No shares or units in the acquiring company may be allocated in § 2. Shares of the acquiring company shall not be exchanged for shares exchange for shares or units in the acquired company held: of the acquired company that are held: 1° by the acquiring company itself or by a person acting in his own name, but on behalf of the company, or 2 1° either by the acquiring company itself or by a person ° by the acquired company itself or by a person who acting in his own name but on behalf of the company; 2° either by the acquired company itself or by a person acting in his own name but on behalf of the company. acts in its own name, but on behalf of the company. Art. 727 Art. 727 The annual accounts of the absorbed company for the period between The annual accounts of the acquired company for the period between the closing date of the last financial year for which the accounts have been the year-end closing date of the last financial year for which the accounts approved and the date referred to in article 719 , § 2, 2°, are drawn up by have been approved and the date referred to in Article 719, § 2, 2°, are the management bodies of this company, in accordance with the provisions drawn up by the management body of that company in accordance with the of this code which are applicable to it. provisions of this Code that apply to it. They are subject to the approval of the general meeting of the acquiring It is subject to the approval of the general meeting of the acquiring company in accordance with the rules applicable to the latter for its annual company in accordance with the rules applicable to the latter with regard to accounts. the annual accounts. Subject to article 687, the general meeting of the acquiring company Without prejudice to Article 687, the general meeting of the acquiring decides on the discharge of the management and control bodies of the company shall decide on the discharge of the administrative and supervisory acquired company. . bodies of the acquired company. Machine Translated 29588by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL CHAPTER III. — Procedure to be followed when dividing companies CHAPTER III. — Procedure to be followed in the event of a company division First section. — Separation procedure by absorption Section I. — Demerger by acquisition procedure Art. 728 Art. 728 The bodies responsible for the management of the companies participating in the The management bodies of the companies participating in the demerger draw up demerger draw up a draft demerger by notarial deed or by private deed. a demerger proposal by means of an authentic or private deed. The draft demerger mentions at least: 1° the form, The demerger proposal shall at least state: 1° the legal form, name, object and registered office of the companies participating in the demerger; name, purpose and registered office of the companies participating in the demerger; 2° the exchange ratio of the shares or units and, where applicable, the 2° the exchange ratio of the shares and, where applicable, the amount of the balance; amount of the deposit; 3° the terms and conditions for the delivery of the shares or units of the beneficiary 3° the manner in which the shares in the acquiring companies are distributed; companies; 4° the date from which these shares or units give the right to 4° the date from which these shares give the right to participate in the participate in the profits as well as any terms relating to this right; profits, as well as any special arrangement concerning this right; 5° the date from which the operations of the company to be split are considered 5° the date from which the transactions of the company to be divided are deemed from an accounting point of view to have been carried out on behalf of one or other of to have been carried out for the account of one of the acquiring companies for the companies ´s beneficiaries; accounting purposes; 6° the rights ensured by the beneficiary companies to the shareholders of the 6° the rights that the acquiring companies grant to the partners of the company to company to be split up having special rights and to the holders of securities other be divided, who have special rights and to the holders of securities other than shares, than shares or measures proposed for them; or the measures proposed towards them; 7° the emoluments attributed to auditors, auditors or external chartered 7° the remuneration allocated to the statutory auditors, the company auditors or accountants responsible for drafting the report provided for in Article 731; the external auditors for drawing up the report referred to in Article 731; 8° any special advantages granted to the members of the management bodies; 8° any special advantage granted to the members of the board management of the companies participating in the demerger; bodies of the companies participating in the demerger; 9° the precise description and distribution of the elements of the heritage 9° the precise description and distribution of the parts of the assets and liabilities assets and liabilities to be transferred to each of the beneficiary companies; of the assets to be transferred to each acquiring company; 10° the distribution among the partners of the company to be divided of the shares of the acquiring companies 10° the distribution to the partners of the company to be split of the shares or as well as the criterion on which this distribution is based. shares of the beneficiary companies, as well as the criteria on which this distribution is based e. At least six weeks before the general meeting called to decide on the demerger, The demerger proposal must be filed with the registry of the commercial court by the draft demerger must be filed with the registry of the commercial court by each of each company participating in the demerger no later than six weeks before the the participating companies. to the split. general meeting that is to decide on the demerger. Art. 729 Art. 729 When an element of the assets is not allocated in the demerger project and the If part of the assets of the assets are not allocated in the demerger proposal and interpretation of the project does not make it possible to decide on the distribution of interpretation of this proposal does not provide a definitive answer as to their this element , this or its equivalent is distributed among all the beneficiary companies distribution, this part or its value will be distributed among all acquiring companies in in proportion to the net assets allocated to each of them in the demerger project. proportion to the net assets each of them has been allocated in the demerger proposal. When an element of the passive assets is not allocated in the demerger plan and If part of the liabilities of the assets are not allocated in the demerger proposal and the interpretation of the plan does not make it possible to decide on the distribution of the interpretation of this proposal does not provide a definitive answer about their this element , each of the beneficiary companies is jointly and severally liable. division, all acquiring companies are jointly and severally liable for this. Art. 730 Art. 730 In each company, the management body draws up a written and detailed report In each company, the board of directors prepares a detailed written report in which which sets out the financial situation of the companies participating in the demerger the state of the assets of the companies participating in the demerger is set out and and which explains and justifies, from the point of view legal and economic, the in which the following are explained and justified from a legal and economic point of appropriateness of the conditions, the terms and consequences of the demerger, the view: the desirability of the demerger, the the conditions and the manner in which methods followed to determine the exchange ratio of shares or units, the relative they will be carried out and their effects, the methods by which the exchange ratio of importance given to these methods, the values at which each method arrives, any the shares is determined, the relative weight attached to these methods, the valuation difficulties encountered, and the proposed exchange ratio. to which each method arrives, the difficulties that may have arisen and the proposed exchange ratio. When the acquiring company is a private limited liability company, a cooperative Where the acquiring company is a private limited company, a cooperative limited limited liability company or a public limited company, the report shall, in addition, liability company or a public limited liability company, the report shall additionally mention of the report referred to, as the case may be, in articles 313, 423 or 602; it mention the report referred to in Article 313, Article 423 or Article 602, depending on also indicates the registry of the commercial court where it must be filed. the case; it also indicates with which registry of the commercial court that report must be deposited. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29589 Art. 731 Art. 731 In each company, a written report on the proposed demerger is drawn up In each company, a written report on the demerger proposal is drawn up either by the auditor or, when there is no auditor, by a company auditor or an either by the statutory auditor or, if there is no statutory auditor, by a company expert - external accountant appointed by the directors or managers. auditor or by an external auditor appointed by the directors or business managers. The statutory auditor, the company auditor or the appointed chartered In particular, the statutory auditor, the designated auditor or the external accountant must in particular declare whether, in his opinion, the exchange auditor must declare whether or not the exchange ratio is reasonable or not ratio is or is not relevant and reasonable. in his opinion. This declaration must at least: This declaration must at least indicate: 1° by which methods (1) indicate the methods followed to determine the proposed exchange the proposed exchange ratio has been determined; 2° whether these ratio; 2° indicate whether these methods are appropriate in this case and methods are appropriate in the given case and to what valuation each method mention the values to which each of these methods leads, an opinion being used leads; an assessment must also be made of the relative weight given given on the relative importance given to these methods methods in to this method in determining the value taken into account. determining the retained value. The report also indicates the particular difficulties of evaluation if there are The report also highlights the particular difficulties any. which may have been included in the valuation. The statutory auditor, the company auditor or the appointed chartered The statutory auditor, the designated company auditor or accountant can accountant may consult without moving any document useful to the inspect all documents that are useful for the performance of his duties on site. accomplishment of his mission. They may obtain from the companies They are entitled to require the companies involved in the demerger to provide participating in the demerger any explanations or information and carry out them with all explanations and information. They are also entitled to carry out any checks which they deem necessary. all checks they deem necessary. res. When the report concerns an acquiring company in the form of a private In an acquiring company which has the legal form of a private limited limited liability company, a cooperative limited liability company or a company, a cooperative limited liability company or a public limited liability anonymously, it may be drawn up by the statutory auditor or by the auditor company, the report may be prepared by the statutory auditor or by the auditor who drew up the report referred to, as the case may be, in articles 313, 423 who prepared the report referred to in Article 313, Article 423, or Article 602, or 602. as the case may be. Art. 732 Art. 732 The management bodies of each of the companies concerned by the The governing bodies of all companies involved in the demerger must demerger are required to inform the general meeting of their company as well inform their own general meeting, as well as the governing bodies of all other as the management bodies of all the other companies. concerned by the companies involved in the demerger, of any significant change in the assets demerger of any significant modification of the assets and liabilities occurring and liabilities of the assets between the date of preparation of the demerger between the date of the draft demerger and the date of the last general proposal and the date of the last general meeting that resolves on the meeting which decides on the split. demerger. The management bodies that have received this information are required The governing bodies thus informed shall submit their general to communicate it to the general meeting of their company. meetings of the information received. Art. 733 Art. 733 § 1. In each company, the draft demerger and the reports provided for in § 1. In every company, the demerger proposal and the reports referred to Articles 730 and 731 as well as the possibility reserved for shareholders to in Articles 730 and 731, as well as the possibility for the partners to obtain the obtain said documents free of charge are announced in the agenda of the aforementioned documents free of charge, are stated in the agenda of the general meeting called to vote on the draft demerger. general meeting that has to decide on the demerger proposal. A copy is sent to holders of registered shares on The holders of registered shares will receive a maximum of one month month at least before the meeting of the general assembly. a copy thereof before the general meeting. It is also sent without delay to persons who have completed the formalities A copy shall also be sent without delay to those who have completed the required by the articles of association to be admitted to the meeting. formalities prescribed by the articles of association to be admitted to the meeting. However, when the companies are cooperative companies with limited However, in the case of a cooperative company with limited liability, the liability, the project and the reports referred to in the first paragraph must not proposal and the reports referred to in paragraph 1 must not be sent to the be sent to the shareholders. s in accordance with paragraphs 2 and 3. partners in accordance with paragraphs 2 and 3. In this case, any shareholder has the right to examine said documents at In that case, each partner has the right, in accordance with § 2, to inspect the registered office in accordance with § 2 and to obtain a copy thereof, in the aforementioned documents at the latest one month before the general accordance with § 3, at least one month before the meeting of the general meeting at the registered office of the company and, in accordance with § 3, Assembly. he can obtain a copy within the same period. § 2. Each partner also has the right to take cognizance of the following documents at the registered office of § 2. Any shareholder also has the right, at least one month before the date the company no later than one month before the date of the general meeting of the meeting of the general meeting called to decide on the draft demerger, that is to decide on the demerger proposal: 1° the demerger proposal; 2° the to take cognizance at the head office of the following documents: reports referred to in Articles 730 and 731; 3° the annual accounts for the last three financial years of each of the companies involved in the demerger; 4° 1° the proposed division; with regard to public limited liability companies, limited partnerships with (2) the reports referred to in sections 730 and shares, private limited liability companies and cooperative companies with 731; 3° the annual accounts for the last three financial years of each of the limited liability, the reports of the directors or of the business managers and companies concerned by the demerger; the reports of the statutory auditors for the last three financial years ; 4° for public limited companies, partnerships limited by shares, private companies with limited liability and cooperative companies with limited liability, the reports of the administrators or managers and the reports of the auditors for the last three financial years; Machine Translated 29590by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 5° when the draft demerger is at least six months after the end of the 5° if the most recent annual accounts relate to a financial year that was financial year to which the last annual accounts relate, an accounting closed more than six months before the date of the demerger proposal: statement drawn up in the three months preceding the date of the proposed interim figures regarding the state of the assets that have been determined split and drawn up in accordance with paragraphs 2 to 4. no more than three months before the date of that proposal and which are in accordance with paragraphs 2 to 4 have been drawn up. This accounting statement is drawn up using the same methods and These interim figures are prepared in accordance with the same methods following the same presentation as the last annual accounts. and the same format as the most recent annual accounts. However, it is not necessary to carry out a new inventory. However, a new inventory should not be made. Changes in the valuations appearing in the last balance sheet may be Changes in the valuations appearing in the latest balance sheet may be limited to those resulting from transactions in writing. Account must be taken, limited to changes resulting from the entries made. However, interim however, of interim depreciation and provisions as well as significant depreciation and provisions, as well as significant changes in values that are changes in values not appearing in the accounts. § 3. Any shareholder may not reflected in the books, must be taken into account. obtain, free of charge and on simple request, a complete copy or, if he wishes, a partial copy, of the documents referred to in § 2, with the § 3. Each partner may, at his request, obtain a full or, if desired, partial exception of those which have been sent pursuant to § 1. copy of the documents referred to in § 2, free of charge, with the exception of those sent to him in accordance with § 1. Art. 734 Art. 734 The companies participating in the demerger may not apply Articles 730, The companies participating in the demerger need not apply Articles 730, 731 and 733, the latter as it relates to the reports, if all the partners and all 731 and 733, insofar as the latter refers to the reports, if all partners and all the holders of securities conferring right to vote at the general meeting waive holders of securities to which voting rights in the general meeting are their application. attached have waived this . This waiver is established by an express vote at the meeting The waiver of that right is determined by an express vote in the general general called upon to decide on participation in the split. meeting that has to decide on the participation in the demerger. The agenda for this general meeting mentions the company's intention to It is stated in the agenda of that general meeting that the company intends make use of this provision and reproduces paragraphs 1 and 2 of this article. to apply this provision and the first and second paragraphs of this article are included. Art. 735 Art. 735 § 1. A private limited liability company or a cooperative company can only § 1. A private limited liability company or a cooperative company may only take part in a demerger operation as a beneficiary company if it associates participate in the division as acquiring company if the partners of the them s of the company to be split meet the conditions required to acquire company to be divided meet the requirements for acquiring the status of the status of shareholder of this beneficiary company. partner in the acquiring company. partnership. § 2. In cooperative companies, each partner has the right, notwithstanding § 2. In a cooperative company, any partner may retire at any time during any provision to the contrary in the articles of association, to resign at any the financial year from the convening of a general meeting to decide on the time during the financial year and without having to satisfy to division of the company for the benefit of acquiring companies, of which at no other condition, from the convening of the general meeting called to least one has a different legal form, without having to meet any other decide on the demerger of the company for the benefit of beneficiary conditions, and notwithstanding any provision to the contrary in the articles companies whose at least one has another form. of association. The resignation must be notified to the company by registered letter sent The company is notified of the resignation by registered letter, which is by post at least five days before the date of the meeting. It will only have posted no later than five days before the date of the meeting. It only takes effect if the split is decided. effect if the demerger proposal is adopted. Notices of meetings reproduce the text of paragraphs 1 and 2 of this The text of this paragraph, paragraphs 1 and 2, will be included in the paragraph. convocation letter. Art. 736 Art. 736 § 1. Without prejudice to the specific provisions set out in this article and § 1. Subject to stricter provisions in the articles of association and without subject to more stringent statutory provisions, the general meeting cannot prejudice to the special provisions of this article, a decision to split a company decide on the split of the company only in compliance with the following must be taken by the general meeting in accordance with the following rules attendance and majority rules: of attendance and majority: 1° those who attend the meeting must represent at least half of the share 1° the attendees must represent at least half of the share capital. If this capital. If this condition is not met, a new meeting will be necessary and the condition is not met, a new meeting is required. For the second meeting to new meeting will validly deliberate and rule, regardless of the portion of the validly deliberate and decide, it is sufficient that some part of the capital is capital represented; 2° a) a split proposal is only accepted if it obtains three represented there; quarters of the votes; 2° a) a proposal for division is only adopted if it has obtained at least three quarters of the votes; b) in limited partnerships and in cooperative societies, the voting rights of b) in ordinary limited and cooperative partnerships, the voting rights of the partners are proportional to their share in the corporate assets and the the partners are proportional to their share in the company's assets and the attendance quorum is calculated in relation to the company's assets. attendance quorum is calculated in proportion to that capital. § 2. If there are several categories of shares, titles or units, whether or not § 2. If there are different classes of shares or securities that may or may representative of the expressed capital, and if the demerger entails a not represent the capital laid down in the articles of association and the modification of their respective rights, Article 560, paragraph 4 , applies. merger gives rise to a change in their respective rights, Article 560(4) shall apply mutatis mutandis. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29591 § 3. The agreement of all the partners is § 3. The consent of all partners is required: 1° in the required: 1° in companies which are companies to be split up or companies participating in the division that are general partnerships; beneficiaries in general name; 2° in the company to be split up when at least one of the companies 2° in the company to be divided if at least one of the acquiring companies beneficiaries is: has taken the legal form of: a) a general partnership; b) an ordinary limited (a) a general partnership; b) a partnership; c) a cooperative company. limited partnership; c) a cooperative society. In the cases referred to in the first paragraph, the unanimous agreement of the holders of In the cases referred to in the first paragraph, the unanimous consent of shares not representing the share capital is required, where applicable. the holders of shares that do not represent the capital of the company, if any, is required. Paragraph 1, 2°, c), and paragraph 2 are not applicable in the case where The first paragraph, 2°, c) and the second paragraph are not applicable if the beneficiary company is a cooperative company with liability ´ limited. the acquiring company is a cooperative company with limited liability. § 4. In addition, in ordinary limited partnerships and limited partnerships with § 4. In simple partnerships and in partnerships limited by shares, the shares, the consent of all general partners is required. agreement of all the general partners is also required. § 5. When the draft demerger provides that the distribution to the partners § 5. If the demerger proposal provides that the distribution, among the of the company to be split of shares or shares in the beneficiary companies partners of the company to be divided, of the shares of the acquiring will not be proportional to their rights in the capital of the company to be companies will not take place in proportion to their rights to the capital of split, the decision of the company to be split to participate in the split the company to be divided, the decision of the of the company to be operation is taken by the general meeting erally acting unanimously. demerged on the participation in the demerger by the general meeting unanimously. Art. 737 Art. 737 In each company participating in the demerger, the minutes of the general In every company that participates in the demerger, the minutes of the meeting recording the participation in the demerger operation are, on pain general meeting in which the demerger is decided upon shall be drawn up of nullity , established by authentic deed. by an authentic deed, on pain of nullity. The act reproduces the conclusions of the report referred to in Article 731. The deed shall include the conclusion of the report referred to in Article 731. The notary must verify and certify the existence and legality, both internal After examination, the notary must confirm the existence and both the and external, of the acts and formalities incumbent on the company with internal and the external legality of the legal acts and formalities to which which he acts. the company with which he acts is bound. Art. 738 Art. 738 Immediately after the decision to participate in the demerger, any Immediately after the decision to participate in the demerger, any amendments to the articles of association of a beneficiary company, amendments to the articles of association of an acquiring company, including including clauses which would modify its corporate purpose, are decided the provisions to change its object, shall be adopted in accordance with the upon. es to the conditions of presence and majority required by the present attendance and majority rules required by this Code. If this is not the case, code. Failing this, the decision to participate in the demerger remains without effect. the decision to split will remain without effect. The split is completed when the decisions have been taken The demerger is completed as soon as the companies concerned agreements taken within all the companies concerned. have taken appropriate decisions. Art. 739 Art. 739 Subject to the terms determined in paragraphs 2 and 3, the deeds Subject to the rules laid down in paragraphs 2 and 3, the deeds recording the decisions to participate in a demerger operation taken within establishing the resolutions to participate in the division of the company to the demerged company and beneficiary companies are filed and published be divided and of the recipient companies shall be deposited and published by extract in accordance with Article 74 and, where applicable, the deeds in an extract, in accordance with Article 74 and, in where appropriate, the amending the articles of association. a recipient company are filed and deeds amending the articles of association of an acquiring company shall published in accordance with section 74. be deposited and published in accordance with Article 74. They are published simultaneously within fifteen days of the filing of the They shall be announced simultaneously within fifteen days of the deposit deed recording the decision to participate in the demerger taken by the of the deed adopting the resolution to participate in the demerger that was general meeting which met finally united. adopted by the last general meeting held. A beneficiary company can itself carry out the formalities of publicity An acquiring company can itself complete the formalities regarding concerning the divided company. disclosure regarding the company being divided. Art. 740 Art. 740 § 1. Unless it has been decided otherwise by the companies concerned, § 1. Unless the companies concerned have decided otherwise, the the shares or units issued by a beneficiary company in return for the portion shares issued by an acquiring company in exchange for its share of the of the assets of the split company which is its due, are distributed among assets of the company being divided are distributed among the partners of the partners of the split company with due diligence and under the the company being divided, by and under the responsibility of the company responsibility of the body which is was in charge of the management of this being divided. bodies charged with the management of that company at the company at the time of the demerger. time of the demerger. If necessary, this body updates the share registers These bodies shall, if necessary, ensure that the registers of registered registered or corporate shares. shares or other share registers are kept up to date. The costs of these operations are borne by the beneficiary companies, The costs of these transactions are borne by the acquirer each for their part. companies in proportion to their share. Machine Translated 29592by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL § 2. No shares or shares in a beneficiary company may be allocated in exchange § 2. Shares of an acquiring company shall not be exchanged for shares of the for shares or shares in the company being split held: company being divided that are held: 1° either by this beneficiary company itself or by a person 1° by the acquiring company itself or by a person who is in acting in his own name but on behalf of the company; own name, but acting on behalf of the company, or 2° either by the divided company itself or by a person acting in his own name 2° by the company being divided itself or by a person who is in but on behalf of the company. own name, but acting on behalf of the company. Art. 741 Art. 741 The annual accounts of the divided company for the period between the closing The annual accounts of the company being divided for the period between the date of the last financial year for which the accounts have been approved and the year-end closing date of the last financial year for which the accounts have been date referred to in article 728 , § 2, 5°, are drawn up by the management bodies approved and the date stated in Article 728, § 2, 5°, are drawn up by the of this company, in accordance with the provisions of this code which are applicable management body of that company in accordance with the provisions of this Code to it. that are applicable to it. They are submitted to the general meeting of each of the beneficiary It is subject to the approval of the general meeting of each acquiring company companies in accordance with the rules applicable to these companies for their in accordance with the rules applicable to these companies with regard to the annual accounts. annual accounts. Subject to article 687, the general meeting of the beneficiary companies decides Without prejudice to Article 687, the general meetings of the acquiring on the discharge to be given to the management and control bodies of the split companies decide on the granting of discharge to the administrative and society. supervisory bodies of the company being divided. Section II. — Proce´dure de scission Section II. — Procedure in case of division by incorporation of new companies by incorporation of new companies Art. 742 Art. 742 § 1. Subject to §§ 2 and 3, the incorporation of each of the new companies is § 1. Subject to §§ 2 and 3, all conditions set by this Code for the chosen subject to all the conditions provided for by this code for the form of company company form shall apply to the establishment of each of the new companies. which has been ´ chosen. § 2. Whatever the form of the new company, its constitution must, on pain of § 2. Regardless of the legal form of the new company, its incorporation must be nullity, be recorded by notarial deed. This document reproduces the conclusions established by an authentic deed, on pain of nullity. This deed shall include the of the report of the statutory auditor, the auditor or the external chartered conclusions of the report of the statutory auditor, the statutory auditor or the accountant, referred to in Article 731. external auditor referred to in Article 731. § 3. Articles 444, last paragraph, and 449, Article 450, paragraph 2, second § 3. Articles 444, last paragraph, and 449, Article 450, second paragraph, sentence, and Articles 451, 452 and 453, 9°, do not apply to the public limited second sentence, and Articles 451, 452 and 453, 9°, do not apply to the limited company or, by way of derogation from article 657, a partnership limited by shares. liability company, nor, in derogation from Article 657 , to the limited partnership Articles 395, last paragraph, and 399 do not apply to the cooperative limited liability with shares. Articles 395, last paragraph, and 399 do not apply to the cooperative company resulting from the demerger. company with limited liability that has been formed as a result of the division. Articles 219, last paragraph, and 224 do not apply to the private limited liability Articles 219, last paragraph, and 224 do not apply to the private company with company resulting from the demerger. Article 226, 6°, does not apply to this limited liability that has been formed as a result of the division. Article 226, 6°, company either. does not apply to this company either. Art. 743 Art. 743 The bodies responsible for the management of the companies participating in The management bodies of the companies participating in the demerger draw the demerger draw up a draft demerger by notarial deed or by private deed. up a demerger proposal by means of an authentic or private deed. The demerger plan mentions at least: 1° the form, The demerger proposal shall at least state: 1° the legal form, denomination, object and registered office of the company to be demerged as name, purpose and registered office of the person to be demerged well as of the new companies; 2° the exchange ratio of the shares or units and, company and of the new companies; where applicable, the 2° the exchange ratio of the shares and, where applicable, the amount of the balance; amount of the deposit; 3° the terms and conditions for the delivery of shares or shares in the new companies; 3° the manner in which the shares in the new companies are distributed; 4° the date from which these shares give the right to participate in the 4° the date from which these shares or units give the right to participate in the profits as well as any terms relating to this right; profits, as well as any special arrangement concerning this right; 5° the date from which the operations of the company to be split are considered 5° the date from which the transactions of the company to be divided are from an accounting point of view to have been carried out on behalf of one or other deemed to have been carried out for the account of one of the new companies for of the new companies your; 6° the rights ensured by the new companies to the accounting purposes; shareholders of the company to be split up having special rights and to the 6° the rights that the new companies grant to the partners of the company to be holders of securities other than shares or the measures proposed to towards them; divided, who have special rights and to the holders of securities other than shares, or the measures proposed towards them; 7° the remuneration allocated to the statutory auditors, the company auditors or the external auditors for drawing up the 7° the emoluments attributed to auditors, auditors or external chartered report referred to in Article 746; accountants responsible for drafting the report provided for in Article 746; 8° any special advantages granted to the members of the management bodies; 8° any special advantage granted to the members of the board management of the companies participating in the demerger; bodies of the companies participating in the demerger; 9° the precise description and distribution of the elements of the heritage 9° the precise description and distribution of the parts of the assets and liabilities assets and liabilities to be transferred to each of the new companies; of the assets to be transferred to each new company; 10° the distribution among the partners of the company to be divided of the shares of the new companies, as 10° the distribution to the partners of the company to be split up of shares or well as the criterion on which this distribution is based. parts of the new companies, as well as the criteria on which this distribution is based. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29593 At least six weeks before the general meeting called to decide on the The demerger proposal must be filed with the registry of the commercial demerger, the draft demerger must be filed with the registry of the commercial court by each company participating in the demerger no later than six weeks court by each of the participating companies. to the split. before the general meeting that is to decide on the demerger. Art. 744 Art. 744 When an element of the assets is not allocated in the demerger project and If part of the assets of the assets are not allocated in the demerger proposal the interpretation of the project does not make it possible to decide on the and interpretation of this proposal does not provide a definitive answer as to distribution of this element , this or its equivalent is distributed among all the their distribution, this part or its value will be distributed among all new new companies in proportion to the net assets allocated to each of them in companies in proportion to the net assets of them in the demerger proposal. the draft demerger. When an element of the passive assets is not allocated in the demerger If part of the liabilities of the assets are not allocated in the demerger plan and the interpretation of the plan does not make it possible to decide on proposal and the interpretation of this proposal does not provide a definitive the distribution of this element , each of the new companies is jointly and answer about their division, all new companies are jointly and severally liable severally liable. for this. Art. 745 Art. 745 In each company, the management body draws up a written and detailed In each company, the board of directors prepares a detailed written report report which sets out the financial situation of the companies participating in in which the state of the assets of the companies participating in the demerger the demerger and which explains and justifies, from the point of view legal is set out and in which the following are explained and justified from a legal and economic, the appropriateness of the conditions, the terms and and economic point of view: the desirability of the demerger, the conditions consequences of the demerger, the methods followed to determine the and the manner in which it will be carried out and its effects, the methods by exchange ratio of shares or units, the relative importance given to these which the exchange ratio of the shares is determined, the relative weight methods, the values at which each method arrives, any difficulties encountered, attached to these methods, the valuation to which each method arrives, the and the proposed exchange ratio. difficulties that may have arisen and the proposed exchange ratio. Where the new company is a private limited company, a cooperative Where the new company is a private limited company, a cooperative limited limited liability company or a public limited company, the report shall, in liability company or a public limited company, the report shall additionally addition, mention of the report referred to, as the case may be, in sections mention the report referred to in Article 219, Article 395 or Article 444, 219, 395 or 444; it also indicates the registry of the commercial court where it depending on the case; it also indicates with which registry of the commercial must be filed. court that report must be deposited. Art. 746 Art. 746 In each company, a written report on the proposed demerger is drawn up In each company, a written report on the demerger proposal is drawn up either by the auditor or, when there is no auditor, by a company auditor or an either by the statutory auditor or, if there is no statutory auditor, by a company expert - external accountant appointed by the directors or managers. auditor or by an external auditor appointed by the directors or business managers. The statutory auditor, the company auditor or the appointed chartered In particular, the statutory auditor, the designated auditor or the external accountant must in particular declare whether, in his opinion, the exchange auditor must declare whether or not the exchange ratio is reasonable or not ratio is or is not relevant and reasonable. in his opinion. This declaration must at least: This declaration must at least indicate: 1° by which methods (1) indicate the methods followed to determine the proposed exchange the proposed exchange ratio has been determined; 2° whether these ratio; 2° indicate whether these methods are appropriate in this case and methods are appropriate in the given case and to what valuation each method mention the values to which each of these methods leads, an opinion being used leads; an assessment must also be made of the relative weight given given on the relative importance given to these methods methods in to this method in determining the value taken into account. determining the retained value. The report also indicates the particular difficulties of evaluation if there are The report also highlights the particular difficulties any. which may have been included in the valuation. The statutory auditor, the company auditor or the appointed chartered The statutory auditor, the designated company auditor or accountant can accountant may consult without moving any document useful to the inspect all documents that are useful for the performance of his duties on site. accomplishment of his mission. They may obtain from the companies They are entitled to require the companies involved in the demerger to provide participating in the demerger any explanations or information and carry out them with all explanations and information. They are also entitled to carry out any checks which they deem necessary. all checks they deem necessary. res. When at least one of the new companies is in the form of a private limited When at least one of the new companies has the legal form of a private liability company, a cooperative limited liability company or a anonymously, limited company, a cooperative company with limited liability or a public limited the report may be drawn up by the statutory auditor or by the company auditor company, the report may be drawn up by the statutory auditor or by the who drew up the report referred to in article 219, article 395 or article 444 . statutory auditor who has drawn up the report referred to in Article 219, Article 395 or Article 444. Art. 747 Art. 747 The management bodies of each of the companies concerned by the The governing bodies of all companies involved in the demerger must demerger are required to inform the general meeting of their company as well inform their own general meeting, as well as the governing bodies of all other as the management bodies of all the other companies. concerned by the companies involved in the demerger, of any significant change in the assets demerger of any significant modification of the assets and liabilities occurring and liabilities of the assets between the date of preparation of the demerger between the date of the draft demerger and the date of the last general proposal and the date of the last general meeting that resolves on the meeting which decides on the split. demerger. The management bodies that have received this information are required The governing bodies thus informed shall submit their general to communicate it to the general meeting of their company. meetings of the information received. Machine Translated 29594by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL Art. 748 Art. 748 § 1. In each company, the draft demerger and the reports provided for in § 1. In every company, the demerger proposal and the reports referred to articles 745 and 746, as well as the possibility reserved for shareholders to in Articles 745 and 746, as well as the possibility for the partners to obtain the obtain said documents free of charge, are announced in the notice. agenda aforementioned documents free of charge, are stated in the agenda of the of the general meeting called to vote on the draft demerger. general meeting that has to decide on the demerger proposal. A copy is sent to holders of shares or registered units at least one month The holders of registered shares will receive a maximum of one month before the general meeting. a copy thereof before the general meeting. It is also sent without delay to persons who have completed the formalities A copy shall also be sent without delay to those who have completed the required by the articles of association to be admitted to the meeting. formalities prescribed by the articles of association to be admitted to the meeting. § 2. Each partner also has the right to take cognizance of the § 2. Any shareholder also has the right, at least one month before the date following documents at the registered office of the company no later than of the meeting of the general meeting called to decide on the draft demerger, one month before the date of the general meeting that is to decide on the to take cognizance at the registered office of the following documents: demerger proposal: 1° the demerger proposal; 2° the reports referred to in Articles 745 and 746; 3° the annual accounts for the last three financial years 1° the proposed division; of each of the companies involved in the demerger; 4° with regard to public (2) the reports referred to in sections 745 and limited liability companies, limited partnerships with shares, private limited 746; 3° the annual accounts for the last three financial years of each of the liability companies and cooperative companies with limited liability, the companies concerned by the demerger; reports of the directors or of the business managers and the reports of the 4° for public limited companies, partnerships limited by shares, private statutory auditors for the last three financial years ; 5° if the most recent companies with limited liability and cooperative companies with limited liability, annual accounts relate to a financial year that was closed more than six the reports of the administrators or managers and the reports of the auditors months before the date of the demerger proposal: interim figures regarding for the last three financial years; the state of the assets that have been determined no more than three months before the date of that proposal and which are in accordance with paragraphs 2 to 4 have been drawn up. 5° when the draft demerger is at least six months after the end of the financial year to which the last annual accounts relate, an accounting statement drawn up in the three months preceding the date of the proposed split and drawn up in accordance with paragraphs 2 to 4. This accounting statement is drawn up using the same methods and These interim figures are prepared in accordance with the same methods following the same presentation as the last annual accounts. and the same format as the most recent annual accounts. However, it is not necessary to carry out a new inventory. However, a new inventory should not be made. Changes in the valuations appearing in the last balance sheet may be The changes in the valuations appearing in the balance sheet may be limited to those resulting from transactions in writing. Account must be taken, limited to the changes resulting from the bookings made. However, interim however, of interim depreciation and provisions as well as significant changes depreciation and provisions, as well as significant changes in values that are in values not appearing in the accounts. § 3. Any shareholder may obtain, not reflected in the books, must be taken into account. § 3. Each partner may, free of charge and on simple request, a complete copy or, if he wishes, a at his request, obtain a full or, if desired, partial copy of the documents referred partial copy, of the documents referred to in § 2, with the exception of to in § 2, free of charge, with the exception of those sent to him in those which have been sent pursuant to § 1. accordance with § 1. Art. 749 Art. 749 The companies participating in the demerger may not apply Articles 745, The companies participating in the demerger need not apply Articles 745, 746 and 748, the latter as it relates to the reports, if all the partners and all 746 and 748, insofar as the latter refers to the reports, if all partners and all the holders of securities conferring right to vote at the general meeting waive holders of securities to which voting rights are attached in the general meeting their application. have waived this . This waiver is established by an express vote at the meeting The waiver of that right is determined by an express vote in the general general called upon to decide on participation in the split. meeting that has to decide on the participation in the demerger. The agenda for this general meeting mentions the company's intention to It is stated in the agenda of that general meeting that the company intends make use of this provision and reproduces paragraphs 1 and 2. to apply this provision and the first and second paragraphs are included. Art. 750 Art. 750 § 1. A private limited liability company or a cooperative company may only § 1. A private limited liability company or a cooperative company can only participate in a demerger operation as a new company if the shareholders of participate in the division as a new company if the partners of the company to the company company to be split meet the conditions required to acquire the be divided meet the requirements for acquiring the status of partner in the status of partner of this new company. new company. partnership. § 2. In cooperative companies, each partner has the right, notwithstanding § 2. In a cooperative company, any partner may retire at any time during any provision to the contrary in the articles of association, to resign at any the financial year from the convening of a general meeting to decide on the time during the financial year and without having to satisfy under no other division of the company for the benefit of new companies, of which at least conditions, upon the convening of the general meeting called to decide on the one n has a different legal form, without having to meet any other conditions, division of the company in favor of new companies, one of which at least has and notwithstanding any other provision in the articles of association. another form. The resignation must be notified to the company by registered letter sent The company is notified of the resignation by registered letter, which is by post at least five days before the date of the meeting. It will only have effect posted no later than five days before the date of the meeting. It only takes if the split is decided. effect if the demerger proposal is adopted. Notices of meetings reproduce the text of paragraphs 1 and 2 of this The text of this paragraph, paragraphs 1 and 2, will be included in the paragraph. convocation letter. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29595 Art. 751 Art. 751 § 1. Without prejudice to the specific provisions set out in this article and § 1. Subject to stricter provisions in the articles of association and without subject to more stringent statutory provisions, the general meeting cannot decide prejudice to the special provisions of this article, a decision to split a company on the split of the company only in compliance with the following attendance and must be taken by the general meeting in accordance with the following rules of majority rules: attendance and majority: 1° those who attend the meeting must represent at least half of the share 1° the attendees must represent at least half of the share capital. If this capital. If this condition is not met, a new meeting will be necessary and the new condition is not met, a new meeting is required. For the second meeting to validly meeting will validly deliberate and rule, regardless of the portion of the capital deliberate and decide, it is sufficient that some part of the capital is represented represented; 2° a) a split proposal is only accepted if it obtains three quarters of there; the votes; 2° a) a proposal for division is only adopted if it has obtained at least three quarters of the votes; b) in limited partnerships and in cooperative societies, the voting rights of the b) in ordinary limited and cooperative partnerships, the voting rights of the partners are proportional to their share in the corporate assets and the attendance partners are proportional to their share in the company's assets and the quorum is calculated in relation to the company's assets. attendance quorum is calculated in proportion to that capital. § 2. If there are several categories of shares, titles or units, whether or not § 2. If there are different classes of shares or securities that may or may not representative of the expressed capital, and if the demerger entails a modification represent the capital laid down in the articles of association and the merger gives of their respective rights, Article 560, paragraph 4 , applies. rise to a change in their respective rights, Article 560(4) shall apply mutatis mutandis. § 3. The agreement of all the partners is required: § 3. The consent of all partners is required: 1° in general 1° in general partnerships; 2° in the company to be partnerships; 2° in the company to be divided when at split up when at least one of the new companies is: least one of the new companies has taken the legal form of: (a) a general partnership; b) a a) a general partnership; b) an ordinary limited partnership; c) a cooperative society. limited partnership; c) a cooperative company. In the cases referred to in the first paragraph, the unanimous agreement of the holders of In the cases referred to in the first paragraph, the unanimous consent of the shares not representing the share capital is required, where applicable. holders of shares that do not represent the capital of the company, if any, is required. Paragraph 1, 2°, c), and paragraph 2 are not applicable in the event that the The first paragraph, 2°, c), and the second paragraph do not apply if the new new company is a cooperative limited liability company. company is a cooperative company with limited liability. § 4. In addition, in ordinary limited partnerships and limited partnerships with shares, the consent of § 4. In simple partnerships and in partnerships limited by shares, the agreement all general partners is required. of all the general partners is also required. § 5. When the demerger project provides that the distribution to the partners § 5. If the demerger proposal provides that the distribution, among the partners of the company to be demerged of shares or parts of the new companies will not of the company to be divided, of the shares of the new companies will not take be proportional to their rights in the capital of the company to be split, the decision place in proportion to their rights to the capital of the company to be divided, the of the company to be split to participate in the split operation is taken by the decision of the company to be divided demerger of the company unanimously general meeting ruling at unanimously. adopted by the general meeting on the participation in the demerger. Art. 752 Art. 752 In each company participating in the demerger, the minutes of the general In every company that participates in the demerger, the minutes of the general meeting recording the participation in the demerger operation are, on pain of meeting in which the demerger is decided upon shall be drawn up by an authentic nullity , established by authentic deed. deed, on pain of nullity. The act reproduces the conclusions of the report referred to in Article 746. The deed shall include the conclusion of the report referred to in Article 746. The notary must verify and certify the existence and legality, both internal and After investigation, the notary must verify the existence and the internal as well as the external, of the acts and formalities incumbent on the company with which he confirm the external legality of the legal acts and formalities to which the acts. company with which he acts is bound. Art. 753 Art. 753 Immediately after the decision to split, the draft memorandum and articles of Immediately after the demerger decision, the draft deed of incorporation and association of each of the new companies must be approved by the general the articles of association of each new company must be approved by the general meeting of the company. was split under the same conditions of presence and meeting of the company being divided, in accordance with the same attendance majority as those required for the split decision. otherwise, the decision to split and majority rules as are required for a demerger decision. remains without effect. If this is not the case, the decision to split will remain without effect. Art. 754 Art. 754 The demerger is completed when all the new companies are incorporated. The demerger was completed as soon as the new companies were established. Art. 755 Art. 755 § 1. Subject to the conditions determined in § 2, the deed recording the § 1. Subject to the rules laid down in § 2, the deed establishing the demerger demerger decision taken by the general meeting of the demerged company is resolution adopted by the general meeting of the company being divided is filed and published by extract in accordance with article 74 and articles 67 to 69 deposited and published by extract, in accordance with Article 74, and Articles and 71 to 73 are applicable to the memorandum of association of each new 67 to 69 and 71 to 73 apply to the deed of incorporation of any new company. § company. 2. The deed and the deed extracts, referred to in § 1, are published simultaneously within fifteen days of the deposit of the deed establishing the demerger resolution § 2. The deed and the extracts from deeds referred to in § 1 are published adopted by the general meeting of the company being divided. simultaneously within fifteen days of the filing of the deed recording the demerger decision taken by the general meeting. General Manager of the divided company. Machine Translated 29596by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL Any new company can itself carry out the formalities of publicity concerning Each new company can itself complete the formalities regarding open the divided company. disclosure concerning the company being divided. Art. 756 Art. 756 § 1. unless it has been decided otherwise by the companies concerned, the § 1. Unless the companies concerned have decided otherwise, the shares shares or units issued by a new company in return for the share of assets of the issued by a new company in exchange for its share of the assets of the company split company which are his, are distributed among the partners of the split being divided shall be distributed among the partners of the company being company with due diligence and under the responsibility of the body which was divided, by and under the responsibility of the bodies charged with the responsible for of the management of this company at the time of the demerger. management of that company at the time of the demerger were. If necessary, this body updates the share registers These bodies shall, if necessary, ensure that the registers of registered registered or corporate shares. shares or other share registers are kept up to date. The costs of these operations are borne by the new companies, each for its The costs of these transactions are borne by the new partner part. shelves borne in proportion to their share. § 2. No shares or shares in a beneficiary company may be allocated in § 2. Shares of a new company shall not be exchanged for shares of the exchange for shares or shares in the company being divided held by the company being divided that are held by the company being divided itself or by company. been split itself or through an intermediary. an intermediary. Art. 757 Art. 757 The annual accounts of the divided company for the period between the The annual accounts of the company being divided for the period between closing date of the last financial year for which the accounts have been approved the year-end closing date of the last financial year for which the accounts have and the date referred to in article 743 , § 2, 5°, are drawn up by the management been approved and the date mentioned in Article 743, § 2, 5°, are drawn up by bodies of this company, in accordance with the provisions of this code which the management body of that company in accordance with the provisions of this are applicable to it. Code that are applicable to it. They are submitted to the general meeting of each of the new companies in It is subject to the approval of the general meeting of each new company in accordance with the rules applicable to these companies for their annual accordance with the rules applicable to these companies with regard to the accounts. annual accounts. Subject to article 687, the general meeting of new companies decides on the Without prejudice to Article 687, the general meetings of the new companies discharge to be given to the management and control bodies of the company. decide on the discharge of the administrative and supervisory bodies of the split. company being divided. Section III. — Mixed division procedure Section III. — Mixed cleavage procedure Art. 758 Art. 758 The mixed demerger is carried out in accordance with sections Ire, as regards The mixed division takes place in accordance with Sections I and II, depending the beneficiary companies and II, as regards the new companies. on whether it is an acquiring company or a new company. TITLE III. — Contributions of universality or branch of activity TITLE III. — Contribution of a generality or of an industry Art. 759 Art. 759 Universality or branch of activity contributions made by a The contribution of a generality or of an industry made by a company is society obey the rules set out in this title. subject to the provisions of this title. The companies concerned may decide not to submit the contribution of branch The companies concerned may, however, decide not to subject the of activity to the regime organized by articles 760 to 762 and 764 to 767 and this contribution of an industry to the rules described in Articles 760 to 762 and 764 is mentioned. in the deed of contribution. In this case, the contribution does not to 767; this is stated in the deed of contribution. In that case, the contribution have the effects referred to in Article 763. does not have the consequences referred to in Article 763. FIRST CHAPTER. — Procedure CHAPTER I. — Procedure Art. 760 Art. 760 § 1. The bodies responsible for the management of the contributing company § 1. The administrative bodies of the company making the contribution and of and the beneficiary company draw up a plan for the contribution of universality the acquiring company shall draw up a proposal by means of an authentic or or the contribution of the branch of activity by authentic deed or by private deed. private deed for the contribution of a generality or of a sector of activity. When the contribution is made on the occasion of the constitution of the When the contribution is made at the incorporation of the acquiring company, beneficiary company, the project is drawn up by the bodies responsible for the the proposal is prepared by the governing bodies of the company making the management of the company. contributor. contribution. As many distinct projects are established as there are beneficiary companies. There are as many separate proposals as there are acquiring companies. § 2. The proposal for contribution must contain at least the following information: § 2. The draft contribution mentions at least: 1° the form, corporate name, purpose and registered office of the 1° the legal form, name, purpose and registered office of the partner companies participating in the contribution; shelves involved in the input; 2° the date from which the shares or units allocated by the beneficiary 2° date from which the shares issued by the acquiring company give the right company give the right to participate in the profits as well as any terms relating to share in the profits, as well as any special regulations regarding this right; to this right; 3° the date from which the operations of the transferring company are considered from an accounting point of view to have been carried out on 3° date from which the transactions of the company making the contribution behalf of one or other of the companies beneficiaries; 4° any special benefits are deemed to have been carried out for the account of one of the acquiring granted to the members of the management bodies of the companies companies for accounting purposes; participating in the contribution. 4° any special advantage granted to the members of the management bodies of the companies involved in the contribution. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29597 When the universality contribution is carried out for the benefit of several When the contribution of a generality is made for the benefit of several companies, companies or in the event of a branch of activity contribution, the proposed or in the case of a contribution of a branch of industry, the proposal for contribution will describe and specify in more detail how the assets of the company making the contribution describes and specifies the partition of the elements of the heritage of the contribution you. contribution will be distributed. § 3. The proposal of contribution must be made by each company involved in the contribution at least six weeks before the contribution § 3. At least six weeks before the completion of the contribution and, where and, if applicable, before the general meeting of the transferring company that applicable, the holding of the general meeting of the contributing company called to must make a decision on the contribution of the generality, be lodged with the registry decide on the principle of the contribution of universality, the draft contribution must of the commercial court. be filed with the registry of the commercial court by each of the companies participating in the contribution. Art. 761 Art. 761 § 1. The universality contribution must be decided by the general meeting of § 1. The general meeting of the partners of the company making the contribution shareholders of the contributing company. must make a decision on the contribution of a generality. § 2. The management body of the company making the contribution shall draw up a detailed written report setting § 2. The body responsible for the management of the transferring company draws out the state of the assets of the companies concerned and also stating, from a up a written and detailed report which sets out the financial situation of the companies legal and economic point of view, the desirability of the contribution, the conditions concerned and which explains and justifies, from legal and economic point of view, under which and the way in which it is done, as well as its consequences are the opportunity, the conditions, the methods and the consequences of the contribution. explained and accounted for. A copy of the draft and of this report is sent to holders of shares or registered units A copy of the proposal and of that report will be sent to the holders of registered at least one month before the general meeting. It is also sent without delay to persons shares at least one month before the general meeting. It will also be sent without who have completed the formalities required by the articles of association to be delay to the persons who have completed all the formalities required by the articles admitted to the meeting. of association in order to be admitted to the meeting. However, paragraph 2 does not apply when the companies contributed are However, the second paragraph does not apply if the companies making the cooperative companies, the project being made available to the partners at the contribution are cooperative companies, since the proposal and the report are at the headquarters. social age. disposal of the partners at the registered office of the company. § 3. The decision to make the contribution is taken under the conditions of presence and majority laid § 3. The decision to proceed with the contribution is made under the conditions of down in Article 558, unless the articles of association contain stricter rules. presence and majority set by article 558, subject to more stringent statutory provisions. In limited partnerships and in cooperative societies, the voting rights of the partners In ordinary limited partnerships and cooperative partnerships, the voting rights of are proportional to their share in the corporate assets and the attendance quorum is the partners are proportional to their share in the company's assets and the quorum calculated in relation to the company's assets. is calculated on the basis of that capital. The agreement of all the partners is required in the general partnership and the The consent of all partners is required in the general partnership; In addition, in agreement of all the general partners is also required in the limited partnerships and the case of ordinary limited partnerships and limited partnerships with shares, the in the partnerships limited by shares. consent of all general partners is required. Art. 762 Art. 762 The deed recording the contribution of a universality or the contribution of a branch The deed establishing the contribution of a generality or of an industry is filed and of activity is filed and published in extracts in accordance with Article 74. published by extract in accordance with Article 74. CHAPTER II. — Effects CHAPTER II. — Legal Effects Art. 763 Art. 763 The contribution of universality automatically entails the transfer to the beneficiary The contribution of a generality has the legal consequence that all of the assets company of all the assets and liabilities of the company that made the contribution. and liabilities of the company that made the contribution are transferred to the acquiring company. The contribution of a branch of activity automatically entails the transfer The contribution of an industry has the legal consequence that the associated the beneficiary company of the related assets and liabilities. assets and liabilities are transferred to the acquiring company. Art. 764 Art. 764 When an element of the assets is not attributed in the contribution project and the If part of the assets of the capital is not allocated in the proposal for contribution interpretation of the project does not make it possible to decide on the distribution of and the text of the proposal does not provide a definitive answer as to how it will be this element this or its equivalent is distributed among all the companies concerned distributed, this part or its value will be distributed among all the companies concerned in a manner proportional to the net assets allocated to each of them in the draft bring. in proportion to the net assets. allocated to each of them in the proposal for contribution. When an element of passive assets is not allocated in the contribution project and If part of the liabilities of the assets are not allocated in the proposal for a the interpretation of the project does not make it possible to decide on the distribution contribution and the text of this proposal does not provide a definitive answer about of this element each of the companies in the case of the contribution of a branch of their distribution, then, in the case of a sector of activity, all companies and, in the activity or, in the case of the contribution of a universe, each of the beneficiary case of a general entity, are , all acquiring companies are jointly and severally liable companies, is jointly and severally liable. therefor. Machine Translated 29598by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL CHAPTER III. — Opposability CHAPTER III. — Objection Art. 765 Art. 765 The contribution is enforceable against third parties under the conditions provided for in Article 76. The contribution may be invoked against third parties under the conditions set out in Article 76. CHAPTER IV. — Fixing of sureties CHAPTER IV. — Security deposit Art. 766 Art. 766 At the latest within two months of the publication in the Annexes to the At the latest two months after the deeds establishing the contribution have Belgian Official Gazette of the deeds evidencing the contribution, the creditors been published in the Annexes to the Belgian Official Gazette , the creditors of each of the companies participating in the operation, whose debt is prior of any company participating in the transaction and whose claim arose before to this publication and has not yet expired, may require security, such publication and not yet has expired, notwithstanding any stipulation to notwithstanding any agreement to the contrary. the contrary, require security. The beneficiary company to which this obligation is attributed in accordance The acquiring company to which this claim has been allocated in with the draft contribution, and where applicable, the contributing company accordance with the proposed contribution and, where appropriate, the may each dismiss this request by paying the debt at its value, after deducting company making the contribution, may each ward off this claim by paying the discount. the claim at its value, after deduction of the discount. Failing agreement or if the creditor is not paid, the dispute is submitted by If no agreement is reached or if the creditor has not received satisfaction, the most diligent party to the president of the commercial court in whose the dispute shall be submitted by the most diligent party to the president of jurisdiction the debtor company at his seat. The procedure is introduced and the commercial court of the jurisdiction in which the debtor company has its instructed as in summary; the same applies to the execution of the decision registered office. The procedure is initiated and handled as in summary rendered. All rights excepted on the merits, the chairman determines the proceedings; the same applies to the enforcement of the decision rendered. security to be provided by the company and sets the time limit within which it Without prejudice to the rights in the case itself, the chairman shall determine must be constituted, unless he resolves that no security will be provided, the security that the company must provide and the period within which this having regard either to the guarantees and privileges enjoyed by the creditor, must be provided, unless he decides that no security must be provided in or to the solvency of the beneficiary company concerned e. view of the guarantees and privileges available to the creditor or in view of solvency. of the acquiring company concerned. If the security is not provided within the set deadlines, the claim becomes If the security is not provided within the specified period, the claim becomes immediately payable and the companies concerned are jointly and severally immediately due and payable and the recipient companies are jointly and bound by this obligation. severally liable to fulfill this undertaking. CHAPTER V. — Liability CHAPTER V. — Liability Art. 767 Art. 767 § 1. The contributing company remains jointly and severally liable for § 1. The company making the contribution remains jointly and severally certain debts payable on the day of the contribution, which are transferred to liable for the debts that are certain and due and payable on the day of the a beneficiary company. contribution and that are transferred to an acquiring company. This liability is limited to the net assets retained by the company This liability is limited to the net assets that the contribution contributor outside of the heritage contributed. The other company retains outside the capital contributed. § 2. If the contributing company is a general partnership, a limited § 2. If the company making the contribution is a general partnership, an partnership, a partnership limited by shares, or a cooperative unlimited ordinary limited partnership or a limited partnership with shares or a liability, the general partners, the general partners or the cooperators remain cooperative company with unlimited liability, the general partners, the general jointly and severally liable with regard to third parties, for the commitments of partners or the members remain of the cooperative company vis-à-vis third the company prior to the enforceability of the deed of contribution against parties jointly and severally and without limitation for the obligations of the third parties in accordance with Article 76. transferring company that arose before the date from which the deed of contribution can be invoked against third parties in accordance with the provisions of Article 76. CHAPTER VI. — Contribution made by a natural person CHAPTER VI. — Contribution made by a natural person Art. 768 Art. 768 In the event of contribution of a branch of activity to a company by a natural When a natural person contributes a branch of industry to a company, the person, the parties may submit the operation to the regime organized by parties can subject this transaction to the regulation described in Articles articles 760, 762, 764, § 2, 765 to 767. The draft contribution is signed by the 760, 762, 764, § 2, 765 to 767. The contribution proposal is signed by the contributor himself. For the liability referred to in Article 767, § 2, the contributor himself. In connection with the liability referred to in Article 767, § contributor is treated as a partner held jointly and severally. The contribution 2, the contributor is equated with a jointly and severally liable partner. The has the effects referred to in Article 763. contribution has the consequences referred to in Article 763. CHAPTER VII. — Penalty CHAPTER VII. — Sanctions Regulation Art. 769 Art. 769 Any interested third party may claim that the effects of the contribution Any interested third party may invoke the unenforceability of the made in violation of Articles 760 to 762 and 764 to 766 are unenforceable consequences of the contribution made in violation of Articles 760 to 762 against it. the contribution does not have the legal effect referred to in Article 763.and 764 to 766. In that case, the contribution will not have the legal effect referred to in Article 763. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29599 TITLE IV. — Transfers of universality and branch of activity TITLE IV.— Generality or Industry Transfers Art. 770 Art. 770 In the event of transfer free of charge or against payment of a universality or In the event of a transfer for free or for consideration of a general entity or of a branch of activity meeting the definitions of Articles 678 to 680, the parties may an industry, within the meaning of the definitions given in Articles 678 to 680, the submit the operation to the regime organized by articles 760 to 762 and 764 to parties may subject this transaction to the arrangement described in Articles 760 767, or to the regime organized by article 768. to 762 and 764. to 767, or to the arrangement described in Article 768. This will is expressly mentioned in the draft transfer drawn up in accordance This is explicitly stated in the transfer proposal drawn up in accordance with with article 760 and in the deed of transfer filed in accordance with article 762. Article 760, as well as in the deed of transfer filed in accordance with Article 762. This draft and this deed are drawn up in authentic form. That proposal and that deed shall be drawn up in authentic form. The assignment shall in this case have the effects referred to in Article 763. In that case, the transfer has the consequences referred to in Article 763. TITLE V. — Exceptional provisions TITLE V. — Derogations Art. 771 Art. 771 The procedure provided for in articles 395, 399, 422, 423 and 670 to 758 is The procedure described in Articles 395, 399, 422, 423 and 670 to 758 does not applicable to mergers, splits and contributions of branches of activity between not apply to mergers, divisions and contributions of industries between companies companies in a federation. ration of credit institutions, as defined in article 61 of in a federation of credit institutions, as defined in Article 61 of the Law of March the law of 22 March 1993 on the status and supervision of credit institutions, 22, 1993 on the status and supervision of credit institutions, insofar as the provided that the following conditions are met: following conditions are met: 1° it must be cooperative companies; 2° the articles of association must provide that the partners are only entitled to the nominal 1° they must be cooperative societies; 2° the amount of their contribution in the event of resignation or liquidation of the articles of association must provide that in the event of withdrawal or liquidation company and that the reserves are transferred to the central institution or of the company, the partners are only entitled to the nominal amount of their another company of the federation in the event of the dissolution of the company; contribution and that in the event of the dissolution of the company summer, the 3° the merger, demerger or contribution of an industry takes place at book value. reserves are transferred to the central body or to another corporation of the federation; 3° the merger, demerger or contribution of a branch of activity must take place at book value. Art. 772 Art. 772 In the case referred to in article 771, the merger, demerger or contribution of In the case referred to in Article 771, the merger, demerger or contribution of a branch of activity is carried out after the general meetings of the companies a branch of industry is effected after the general meetings of the companies concerned, deliberating under the majority conditions required for the modification concerned, taking a decision in accordance with the majority rules required for of the articles of association, approved the project of merger, demerger or an amendment of the articles of association, have agreed to the proposal made contribution of a branch of activity proposed by the management body. by the administrative body for a merger, division or contribution of an industry. The merger, demerger or contribution of a branch of activity entails The merger, demerger or contribution of an industry automatically and simultaneously the effects provided for in Article 682. by operation of law and simultaneously the consequences referred to in Article 682. TITLE VI. — Penal provisions TITLE VI. — Criminal Provisions Art. 773 Art. 773 The following are punishable by a fine of fifty francs to ten thousand francs: The following shall be punished by a fine of fifty [euros] to ten thousand [euros]: 1° the members of the administrative body who fail to include in the 1° the members of the management body who have not made in the draft merger or division proposal the information prescribed by Article 693, by merger or demerger the statements required by Article 693, by Article 706, by Article 706, by Article 728 and by Article 743 ; 2° the members of the management Article 728 and by the section 743; body who do not submit the special report, together with the report of the statutory auditor, the statutory auditor or, as the case may be, of the external 2° the members of the management body who have not presented the special auditor, in accordance with Articles 695 and 697, Articles 708 and 710 , report accompanied by the report of the statutory auditor or the auditor, or, as Articles 731 and 733 and Articles 746 and 748. the case may be, of the expert- external accountant, as provided in sections 695 and 697, sections 708 and 710, sections 731 and 733 and sections 746 and 748. BOOK XII BOOK XII The transformation of societies Conversion of companies FIRST TITLE. — Introductory provisions TITLE I. — Introductory provisions Art. 774 Art. 774 This book applies to all legal persons governed by this code, with the exception This book applies to all legal entities regulated by this code, except agricultural of agricultural companies and economic interest groups. companies and economic partnerships. The provisions of this book are also applicable to the transformation of legal The provisions of this book also apply to the conversion of legal entities other persons other than companies into one of the forms of commercial companies than companies into one of the legal forms of commercial companies referred to listed in article 2, § 2, of the present code, insofar as the particular laws relating in Article 2, § 2 of this Code, insofar as the special laws concerning these legal to these legal entities so provide and in compliance with the special provisions entities so provide and in compliance with the special provisions of those same of these same particular laws. special laws. Art. 775 Art. 775 The adoption of another legal form by a company incorporated in one of the When a company incorporated in one of the legal forms referred to in Article forms listed in Article 2, § 2, does not entail any change in personality. legal 2, § 2, adopts another of those legal forms, its legal personality continues to entity that survives in the new form. exist unchanged in the new form. Machine Translated 29600by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL TITLE II. — Formalities preceding the decision to TITLE II. — Formalities preceding the decision transform a company to convert a company Art. 776 Art. 776 Prior to the transformation, a statement summarizing the active and passive Before a decision is taken on the conversion, a statement of assets and situation of the company is drawn up, as of a date not more than three months liabilities is drawn up, which is established no more than three months in old. advance. When in companies other than general partnerships and cooperative If, in companies other than general partnerships or cooperative companies companies with unlimited liability, the net assets are less than the share capital with unlimited liability, the net assets of the company are less than the registered included in the the aforementioned statement, the statement will mention in capital in the state, the state will conclude by stating the difference. conclusion the amount of the difference. In general partnerships and cooperative societies with unlimited liability, this In the case of general partnerships and cooperative companies with unlimited statement indicates what the share capital of the company will be after its liability, it is stated in this statement how much the authorized capital will be transformation. This capital may not be greater than the net assets as it results after the conversion. from the aforementioned statement. However, this amount may not exceed the net assets as shown by the State. Art. 777 Art. 777 The statutory auditor or, when there is no statutory auditor, a company auditor The statutory auditor or, failing that, a company auditor or external accountant or an external chartered accountant appointed by the management body or, in appointed by the board of directors or, in the case of general partnerships and general partnerships and the cooperative companies, by the general meeting, cooperatives with unlimited liability, by the general meeting, shall report on this reports on this state and indicates in particular if there has been any statement and shall state in particular whether there has been some overvaluation overestimation of the net assets. of the net assets. If, in the case referred to in Article 776, paragraph 2, the net assets are less If, in the case referred to in Article 776, second paragraph, the net assets of than the capital included in the statement summarizing the active and passive the company are less than the share capital included in the statement of assets situation of the company, the report will mention in conclusion the amount of the and liabilities, the report concludes by stating the difference. difference. Art. 778 Art. 778 The conversion proposal is the subject of a supporting report drawn up by the The proposal for conversion is explained in a report that is drawn up by the management body and announced on the agenda of the meeting called to rule. administrative body and is stated in the agenda of the general meeting, which Attached to this report is the statement summarizing the company's active and must take the decision. The statement of assets and liabilities is attached to that passive situation. report. Art. 779 Art. 779 A copy of the report of the management body and of the report of the statutory A copy of the report of the board of directors and of the report of the statutory auditor, the company auditor or the chartered accountant as well as the draft auditor, company auditor or external accountant, as well as the draft amendment amendments to the articles of association are appended to the convocation of to the articles of association, are attached to the convocation letter to the holders the shareholders in name. of registered shares. They are also sent without delay to persons who have completed the They shall also be sent without delay to those who have completed the formalities required by the articles of association to be admitted to the meeting. formalities prescribed by the statutes to be admitted to the meeting. Any shareholder has the right to obtain a copy of these documents free of A copy of these documents will be provided to each partner, free of charge, charge, upon production of his title, fifteen days before the meeting. fifteen days before the meeting, upon presentation of its securities. Art. 780 Art. 780 The decision of a general meeting to transform the company is null and void In the absence of the reports required by this chapter, the resolution of the when it has been taken in the absence of the reports provided for in this chapter. general meeting to convert the company is null and void. TITLE III. — Conversion decision TITLE III. — Decision to transpose Art. 781 Art. 781 § 1. Without prejudice to the specific provisions set out in this article and § 1. Subject to stricter provisions in the articles of association and without subject to more stringent statutory provisions, the general meeting cannot prejudice to the special provisions of this article, the conversion of a company decide on the transformation of the company only in compliance with the must be decided by the general meeting in accordance with the following rules following attendance and majority rules: of attendance and majority: 1° those who attend the meeting must represent, on the one hand, half of 1° the attendees must represent not only half of the share capital, but also the share capital and, on the other hand, if there are any, half of the total number half of the total number of profit-sharing certificates, if there are such securities; of shares recipients; 2° a) a conversion proposal is only accepted if it obtains at least four-fifths of the votes; b) notwithstanding any provision to the contrary 2° a) a proposal for conversion is only adopted if in the articles of association, the profit shares shall give the right to one vote per it has obtained at least four fifths of the votes; share. They may not be allocated a total number of votes greater than half of b) In this vote, the profit-sharing certificates entitle the holder to one vote per that allocated to all the shares, nor be counted in the vote for a higher number security, notwithstanding any contrary provision in the articles of association. of votes. two-thirds of the number of votes cast by the shares. If the votes In total, no more votes can be allocated to those securities than half of the subject to the limitation are cast in different directions, the reduction will take number allocated to the joint shares; in voting they cannot be counted for more place proportionally; fractions of votes are not taken into account; than two thirds of the number of votes cast by the shares. If the votes subject to the restriction are cast in different terms, the reduction shall be applied proportionally; parts of votes are neglected; c) in ordinary limited and cooperative partnerships, the voting rights of the partners are proportional to their share in the company's assets and the attendance quorum is calculated in proportion to that capital. c) in limited partnerships and in cooperative societies, the voting rights of the partners are proportional to their share in the corporate assets and the attendance quorum is calculated in relation to this social asset. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29601 § 2. If there are several categories of shares or units and if the conversion § 2. If there are different classes of shares and the conversion gives rise to a entails a modification of their respective rights, the provisions of Article 560, change in their respective rights, Article 560, with the exception of the second with the exception of paragraph 2 and of 1° of paragraph 4, are applicable. paragraph and the 1° of the fourth paragraph, shall apply mutatis mutandis. However, the general meeting may only validly deliberate and decide if it meets However, the general meeting can only validly deliberate and decide if the the attendance and majority conditions set out in § 1 in each category. conditions of presence and majority specified in § 1 are met for each species. § 3. In the event of transformation into a public limited company of a § 3. When a limited partnership with shares or a cooperative company is partnership limited by shares or a cooperative company, a new general meeting converted into a public limited company, a second meeting must be convened must be convened. ral, if the attendance quorum referred to in § 1, 1°, is not if the attendance quorum referred to in § 1, 1° is not reached. reached. For the new assembly to deliberate and rule validly, it For the second meeting to validly deliberate and decide, it is sufficient that it will suffice that any portion of the capital be represented there. some part of the capital is represented there. § 4. In addition, the consent of all § 4. The transformation of a partnership into a simple limited partnership or a managing partners is required for the conversion of an ordinary limited partnership limited by shares also requires the agreement of all the general partnership or a limited partnership with shares. partners. For the transformation into a partnership limited by shares, the agreement Conversion into a limited partnership with shares requires the consent of all of all the partners designated as general partners is required. § 5. The partners designated as general partners. § 5. The consent of all partners is also agreement of all the partners is also required: 1° for the decision to convert into required: 1° for the decision to convert into a general partnership or a general partnership or in a limited partnership; in an ordinary limited partnership; 2° for the decision to transform into a cooperative company with unlimited 2° for the decision to convert an ordinary limited partnership, a limited liability a limited partnership, a partnership limited by shares, a private limited partnership with shares, a private company with limited liability or a public limited liability company or public limited company; company into a cooperative company with unlimited liability; 3° for the decision to convert a general partnership or a cooperative company with unlimited liability; 3° for the decision to transform a general partnership or a cooperative company with unlimited liability; 4° if the company has not existed for at least two years; 5° if 4° if the company has not existed for at least two years; 5° if it is the statutes provide that it may not adopt another form. stipulated in the articles of association that it may not assume any other legal Such a clause in the articles of association can only be modified under the form. Such a provision of the articles of association can only be amended under same conditions. the same conditions. § 6. In cooperative companies, each partner has the option, notwithstanding § 6. In a cooperative company, any partner may retire at any time during the any provision to the contrary in the articles of association, to resign at any time financial year as from the convocation of a general meeting to decide on the during the financial year and without having to satisfy to conversion of the company, without having to meet any other condition and no other condition, from the convening of the general meeting called to decide notwithstanding any provision to the contrary in the on the transformation of the company. articles of association. The resignation must be notified to the company by registered letter sent by The company will be notified of the withdrawal by registered letter, which will post at least five days before the date of the meeting. It will only have effect if be posted no later than five days before the date of the meeting. It only takes the conversion proposal is adopted. effect if the proposal for transposition is adopted. Notices of meetings reproduce the text of this paragraph, paragraphs 1 and The text of this paragraph, paragraphs 1 and 2, will be included in the 2. convocation letter. Art. 782 Art. 782 Immediately after the transformation decision, the articles of association of Immediately after the resolution to convert, the articles of association of the the company in its new form, including the clauses which would modify its company in its new form, including the provisions amending its object, are corporate purpose, are drawn up under the same conditions of presence and adopted in accordance with the same attendance and majority rules as are majority. ´ than those required for processing. prescribed for the conversion. Failing this, the conversion decision has no effect. If this is not the case, the decision to convert will remain ineffective. Art. 783 Art. 783 Any transformation is, on pain of nullity, recorded by an authentic act. The conversion is established by an authentic deed, on pain of nullity. This act reproduces the conclusion of the report drawn up by the That deed reproduces the conclusion of the report of the commissioner, the auditor or the chartered accountant. auditor, auditor or external accountant. The deed of conversion and the articles of association are published The deed of conversion and the articles of association are published simultaneously in accordance with article 74. The deed of conversion is published simultaneously in accordance with article 74. The deed of conversion is in full; the articles of association are drawn up by extract in accordance with articles published in its entirety; the articles of association are published by extract in 69, 71 and 72. accordance with articles 69, 71 and 72. Authentic or private mandates are, as well as the report of the auditor, the For authentic or private powers of attorney, as well as the report of the auditor or the external chartered accountant, deposited in dispatch or in original statutory auditor, auditor or external accountant, the original or an expedition is at the same time as the act to which they relate. filed together with the deed to which they relate. The conversion is enforceable against third parties under the conditions provided The conversion may be enforced against third parties in accordance with the for in Article 76. provisions of Article 76. Machine Translated 29602by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL Art. 784 Art. 784 Articles 213, paragraph 1, 219, 224, 225, 226, 3°, and 6° to 9°, 229, 231, 314 Articles 213, first paragraph, 219, 224, 225, 226, 3° and 6° to 9°, 229, 231, and 315 are not applicable in the event of transformation into a private company 314 and 315 do not apply in case of conversion into a private company with with limited liability. limited liability. Articles 395, 399, 401, 405, 424 and 665, § 2, are not applicable in the event Articles 395, 399, 401, 405, 424 and 665, § 2, do not apply in the case of of transformation into a cooperative company with limited liability. conversion into a cooperative company with limited liability. Articles 444, 449, 453, 6° and 9° to 12°, 450, paragraph 2, 451, 452, 456, 459, Articles 444, 449, 453, 6° and 9° to 12°, 450, second paragraph, 451, 452, 610 and 611 are not applicable in the event of transformation into a public limited 456, 459, 610 and 611 do not apply in the event of conversion into a limited company . liability company. Articles 444, 449, 453, 6° and 9° to 12°, 451, 452 and 658, insofar as they Articles 444, 449, 453, 6° and 9° to 12°, 451, 452 and 658, insofar as they regulate the liability of the founders, are not applicable in the event of regulate the liability of the founders, do not apply in the event of conversion into transformation into a company. ´ limited by shares. a limited partnership with shares. TITLE IV. — Liability at the time of conversion TITLE IV. — Liability upon conversion Art. 785 Art. 785 The partners of a general partnership and the members of the management Notwithstanding any stipulation to the contrary, the partners of a general body of the company to be converted are jointly and severally liable towards the partnership and the members of the administrative body of the company to be interested parties, despite any stipulation to the contrary: converted are jointly and severally liable towards the parties involved: 1° to pay any difference between the net assets of the company after conversion and the 1° any difference between the net assets of the company after conversion minimum amount of the share capital prescribed by this Code; and the minimum share capital prescribed by this code; (2) the overvaluation of the net assets appearing in the statement provided for 2° for the overvaluation of the net assets, as evidenced by the in article 776; state referred to in Article 776; 3° compensation for the damage which is an immediate and direct consequence 3° to compensate for damage resulting directly and directly from the nullity of either of the nullity of the transformation operation due to the violation of the rules the conversion operation due to non-compliance with the rules laid down in provided for in Article 227, 2° to 4°, 403, 2° to 4°, 454, 2° to 4°, applied by analogy, Articles 227, 2° to 4°, 403, 2° to 4 °, 454, 2° to 4°, which are applied by analogy, or to Article 783, paragraph 1, or absence or falsity of the statements prescribed or Article 783, first paragraph, or because of the lack or inaccuracy of the by articles 226, with the exception of 3° and points 6° to 9°, 453, with the exception indications prescribed in Articles 226 with the exception of 3° and points 6° to 9°, of 6° and points 9° at 12° and 783, paragraph 2. 453, with the exception of 6° and points 9° to 12° and 783, second paragraph. Art. 786 Art. 786 In the event of the transformation of a general partnership, a simple limited In the event of the conversion of a general partnership, an ordinary limited partnership or a partnership limited by shares, the general partners and the partnership or a limited partnership with shares, the general partners and the general partners remain jointly and severally bound vis-à-vis third parties for the general partners remain jointly and severally and without limitation with regard to commitments of the company prior to the opposability to third parties of the deed third parties for the obligations of the company dating from the date of or the time of transformation in accordance with section 76. from which the deed of conversion can be invoked against third parties in accordance with Article 76. In the event of transformation into a general partnership, a simple limited In the event of conversion into a general partnership, or into an ordinary limited partnership or by shares, the general partners or the general partners are liable partnership or a limited partnership with shares, the general partners or the indefinitely with respect to third parties. , commitments of the company prior to general partners with regard to third parties fully guarantee the obligations of the the transformation. company the conversion. In the event of transformation into a cooperative limited liability company, a In the case of conversion of a public limited liability company, a limited public limited company, a partnership limited by shares or a private company with partnership or a private limited liability company into a cooperative limited liability limited liability, the fixed part of the capital provided for in article 390, paragraph company, the fixed part of the capital determined in Article 390, paragraph 1, is 1, is equal to the amount of the capital of the company before its transformation. equal to the capital of the company before its conversion. In the event of the transformation of a cooperative company with unlimited When a cooperative company with unlimited liability is converted into a liability into a company where the liability of all or some partners is limited, the company in which the liability of all or certain partners is limited, the members members remain held towards third parties within the original limits of the remain liable to third parties within the original limits for the obligations of the company's commitments prior to the enforceability of the conversion act against company dating from pre-date ´ r the time from which the deed of conversion can third parties in accordance with Article 76. be enforced against third parties in accordance with Article 76. TITLE V. — Provision specific to general partnerships TITLE V. — Provision specific to the general partnership Art. 787 Art. 787 When the statutes of a general partnership provide that in the event of the Where the articles of association of a general partnership provide that upon death of a partner, the company will continue with his assigns or some of them, the death of a partner the partnership will continue with its successors in title or who will have the status of limited partners, articles 776 to 785 and 786, some of them, and that these will have the capacity of silent partner, Articles 776 paragraphs 3 and 4, do not apply to the conversion resulting from this statutory to 785 and 786, third and fourth paragraph, do not apply to the conversion provision. resulting from this statutory provision. The conversion is recorded either by an authentic deed or by a private deed, The conversion is established either by an authentic deed or by a private deed which is published by extract in the manner provided for in Articles 69 and 74. that is made public by extract in the manner specified in Articles 69 and 74. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29603 TITLE VI. — Penal provisions Art. 788 TITLE VI. — Penal provisions The following are Art. 788 punished by a fine of fifty francs to ten thousand francs: The following shall be punished by a fine of fifty [euros] to ten thousand [euros]: 1° the members of the administrative body, who do not prepare a 1° the members of the management body who have not drawn up a statement of assets and liabilities and who do not appoint a statutory auditor, statement summarizing the active and passive situation of the company and auditor or external accountant, as prescribed by article 777; who have not appointed an auditor, an external auditor or public accountant, as provided for in Article 777; 2° the members of the management body who have not included the 2° the members of the administrative body who fail to include the conclusion conclusions of the auditor's report, the auditor or the external accountant, in of the report of the statutory auditor, the auditor or the external accountant in the deed establishing the conversion as provided for in section 783, paragraph the deed establishing the conversion, as prescribed by Article 783, second 2; paragraph; 3° the members of the management body who do not submit the 3° the members of the management body who have not presented the special report, together with the report of the statutory auditor, auditor or special report accompanied by the report of the statutory auditor, the auditor or external accountant, in accordance with Articles 778 and 779. the external chartered accountant, as provided for in sections 778 and 779. BOOK XIII BOOK XIII The agricultural The agricultural company society TITLE FIRST. — Nature and qualifications TITLE I. — Nature and qualification Art. 789 Art. 789 An agricultural company is a company whose object is the operation of an The agricultural company is a company whose object is to operate an agricultural or horticultural enterprise. agricultural or horticultural business. Art. 790 Art. 790 It is made up either solely of managing partners, or of one or more managing It is entered into either exclusively between general partners or between one partners and one or more limited partners. or more general partners and one or more silent partners. Only natural persons can be part of the agricultural society. Only natural persons can become partners of the agricultural company. The managing partners provide physical labour; the limited partners make Managing partners perform physical work; silent partners contribute capital. a capital contribution. Art. 791 art. 791 The engagement of managing partner can only be contracted by persons The undertaking to be a general partner can be entered into only by those who will operate, in an agricultural company, an agricultural or horticultural who will operate a land or horticultural business in an agricultural company, on business from which they will derive at least 50% of their work income and which they earn at least 50% of their income from employment and on which which they will devote at least 50% of their activity. they spend at least 50% of their working time. This commitment is evidenced by the fact that the identity of the person This commitment is established by stating the identity of the person concerned as managing partner is mentioned in accordance with article 69, 4° concerned as general partner in accordance with Article 69, 4° and 9°. and 9°. Art. 792 Art. 792 The agricultural company bears a name which must include, next to the word In the name of an agricultural company, in addition to the word “agricultural “agricultural company” in full or in short, the name of at least one of the company”, written in full or abbreviated, the name of one or more managing associates. managers. partners must appear. The name of the limited partners cannot appear in the corporate name. The name of a silent partner may not appear in the name of the company. Art. 793 Art. 793 The managing partners assume unlimited liability for all The general partners have unlimited liability for all obligations of the company. the company's commitments. Limited partners are only liable up to the amount of their contribution. The silent partners are only liable up to the amount of their contribution. TITLE II. — Constitution and formation of capital Art. TITLE II. — Formation and composition of the capital Art. 794 794 The constitution of an When setting up an agricultural agricultural company requires: 1° that the number of partners and company, it is required: 1° that the number of partners and the purpose the corporate object meet the legal requirements; 2° that the contribution be meet the requirements of the law; made in full and without conditions; 3° that the partners have committed an overall contribution of 250,000 francs to the 2° that the contribution is made wholly and unconditionally; 3° that the partners have fully committed themselves to a contribution of at least less, fully freed upon constitution; 250 000 francs, which must be fully paid up from the moment of incorporation; 4° that for the excess amount, for each share that represents a contribution 4° that, for the surplus, each of the shares representing a contribution in cash be paid up to the amount of at least one-fifth; 5° that any capital in cash, at least one-fifth is deposited; contribution other than in cash, hereinafter contribution 5° that any capital contribution other than in cash, hereinafter referred to as a contribution in kind, or fully released. called in kind, is fully paid up. Art. 795 Art. 795 Capital contributions may be made in cash or in kind. The capital contribution can be made in cash or in kind. Art. 796 art. 796 Contributions in kind may only consist of assets subject to economic valuation. The contribution in kind may only consist of assets that can be valued according to economic standards. Machine Translated 29604by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL Commitments concerning the execution of works or the provision of services An obligation to perform work or provide services cannot form part of this. Nor cannot be included. Nor can the lessee's rights and obligations arising from the can the rights and obligations of the lessee arising from the lease agreement farm lease form part of it. form part of it. Art. 797 Art. 797 The valuation of contributions in kind must be done honestly and in good The valuation of the contributions in kind is made with sincerity and in good faith. It is recorded in a report, which will mention the evaluation method applied. faith. It is recorded in a report, stating the valuation method applied. Art. 798 Art. 798 In the event of a contribution in cash, the funds which must be released are, In the case of a contribution in cash, the amounts to be deposited before the prior to the incorporation of the company, deposited by payment or transfer to a incorporation of the company are deposited by deposit or transfer in a special special account. ´cial opened in the name of the company being formed with the account in the name of the company under incorporation, opened at the Post Post Office (Postche`que) or a credit institution established in Belgium, other Office (Postal Voucher) or at a credit institution established in Belgium that is than a savings bank municipal savings, governed by the law of March 22, 1993 not a municipal savings bank and to which the law of March 22, 1993 on the on the status and supervision of credit institutions. The special account must be legal status and supervision of credit institutions applies. The special account is at the exclusive disposal of the company to be set up. It can only be disposed held exclusively at the disposal of the company to be established. This account of by persons authorized to bind the company, upon presentation of a copy of can only be used by persons authorized to commit the company, upon the constitutive act signed by all the partners. presentation of a copy of the deed of incorporation, signed by all partners. If the company has not been incorporated within three months of the opening If the company is not established within three months of the opening of the of the special account, the funds will be returned to depositors upon request. special account, the funds will be returned to the depositors who request it. Art. 799 Art. 799 The company deed mentions, in addition to the information contained in the In the deed of incorporation, in addition to the information contained in the extract, extract: mention is made of: 1° compliance 1° compliance with the legal conditions relating to the constitution; 2° with the legal requirements regarding incorporation; 2° the conditions the conditions of membership and resignation of the managing partners as under which the general partners can enter and exit and under which the well as the conditions of transfer of shares. shares can be transferred. The deed is signed by all the founding partners, who appear in person or by The deed is signed by all founding partners who appear in person or by proxy. proxy. The report on the valuation of the contributions in kind and a certificate The report on the valuation of the contribution in kind and proof of the deposit of justifying the deposit of the paid-up contributions in cash are annexed thereto. the fully paid-up contribution in cash are attached. Art. 800 Art. 800 Notwithstanding any stipulation to the contrary, the founders and, in the event Notwithstanding any stipulation to the contrary, the founders and, in the event of a capital increase, the managing partners are jointly and severally liable to all of a capital increase, the general partners, are jointly and severally liable towards interested parties: all interested parties: 1° for the full part of the contribution for which no valid 1° of all the part of the contribution which will not have been validly commitment has been entered into, as well as for any difference between the committed, as well as the possible difference between the minimum contribution prescribed minimum contribution and the amount deposited; they are deemed prescribed and the amount paid up: they are by operation of law deemed to to have committed themselves to this by operation of law; have engaged them; 2° the effective payment of the part not paid up, in accordance with the provisions of article 794, 3° and 4°, as well as the part 2° to the actual payment of the part not paid in in accordance with Article of the contribution which they are automatically bound by virtue of from 1°; 3° 794, 3° and 4°, as well as the part of the contribution for which they are legally compensation for the damage which is an immediate and direct consequence, bound in accordance with 1°; either of the nullity of the company, or of the absence or falsity of the 3° to compensate the damage that is the direct and direct consequence of statements prescribed by the sections 69 and 799; either the nullity of the company or the lack or inaccuracy of the information prescribed by Articles 69 and 799; 4° for damage resulting from an apparent overestimation of a contribution in kind. 4° the damage that would result from the manifest overvaluation of a contribution in kind. TITLE III. — Titles and their transfer TITLE III. — Securities and their transfer and transition FIRST CHAPTER. — Shares CHAPTER I. — Shares Art. 801 Art. 801 The capital of the agricultural company is divided into equal parts. The shares The capital of the agricultural company is divided into shares of equal value. are nominative. The shares are registered. Art. 802 Art. 802 If a share belongs to several owners or is encumbered with usufruct, the If a share belongs to several owners or is encumbered with usufruct, the company has the right to suspend the exercise of the rights relating thereto until company may suspend the exercise of the rights attached to it until a single only one person is designated as being the owner of the share. person has been designated as owner in respect of the company. If the share has been pledged by its owner, the latter retains If the share has been pledged by the owner, he will continue to exercise his the exercise of his right to vote. voting rights. Art. 803 Art. 803 A register of shareholders is kept at the registered office, which contains: A share register is kept at the registered office of the company kept in which are registered: 1° the identity of each partner and the number of shares belonging to him; 1° the identity of each partner and the number of shares belonging to him; 2° the deposits made; 3° any transfer of shares with the date; this statement is 2° an indication of the payments made; (3) dated and signed by the transferor and the transferee; each transfer of shares with its date; this statement must be dated and signed by the assignor and the assignee; Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP 29605 (4) transmissions mortis causa and attributions after partition with their date; 4° the transfer due to death or the allocation after division, with the date; these these statements must be dated and signed by the managing partners and the entries are dated and signed by the managing partners and the successors in beneficiaries. title. Transfers and allocations are only binding on the company from the date of The transfers and assignments can only be invoked against the company from their registration in the register. However, the company can invoke them before the date of their entry in the register. However, the company can invoke it before that date. that date. Any shareholder or any interested third party may consult this register. Any partner or any third interested party may consult this register. CHAPTER II. — Transfer of shares CHAPTER II. — Transfer and transfer of shares Art. 804 Art. 804 Shares may only be transferred mortis causa or transferred inter vivos with the The shares can only be transferred in the event of death or be transferred consent of all the managing partners, on the one hand, and of the majority of the among the living with the consent of all general partners on the one hand, and of partners. limited partners, on the other hand, and according to the provisions of the majority of silent partners on the other, and in accordance with the provisions article 824. of Article 824. Unless more restrictive provisions of the articles of association, this approval Subject to more restrictive provisions in the articles of association, this is not required when the shares are transmitted or transferred: authorization is not required if the shares pass on death or are transferred among the living: 1° to a partner; 1° to a partner; 2° to (2) to the transferor's spouse; the transferor's spouse; 3° to blood relatives in 3° to direct ascendants; 4° to the direct ascending line; 4° to the blood relatives in the direct descendants in the direct line and their allies, including descending line and their relatives, including the adoptive children and the adopted children and stepchildren. children of the spouse. Art. 805 Art. 805 If, pursuant to article 804, the transfer of shares is refused, or if, in the event If, pursuant to Article 804, the transfer or transfer of shares is refused, the of death, the status of partner is denied, the partners who oppose the sale or partners who oppose the transfer or transfer must take over these shares. transmission must take back these shares. If several partners are taken into account for the takeover of the shares, and If several partners are eligible for the takeover of those shares, and subject to subject to the exercise of the right of pre-emption according to article 806, these the exercise of the pre-emptive right in accordance with Article 806, those shares shares are, unless otherwise stipulated in the articles of association, distributed shall, unless the articles of association provide otherwise, be divided in proportion on the basis of the shares belonging to the acquiring partners. to the number of the shares. belonging to the acquiring partners. Failing an amicable agreement, the shares are taken over at the price and In the absence of an amicable agreement, the shares will be taken over at the according to the terms of payment determined in the articles of association. in price and payment modalities set out in the articles of association. In the absence the absence of statutory provisions, the price is fixed by the judge having regard of a statutory regulation, the price is determined by the court, taking into account to the assets and the yield of the company. The judge cannot grant a period of the assets and returns of the company. The court cannot allow a period longer more than one year for payment. The purchaser of the shares cannot sell them than one year for payment. The acquirer of the shares cannot transfer them until as long as the price of the shares acquired has not been fully paid. the price of the acquired shares has been paid in full. Art. 806 art. 806 Notwithstanding any stipulation to the contrary and without prejudice to article Notwithstanding any stipulation to the contrary and without prejudice to Article 804, any transfer inter vivos is subject to the right of preemption of the managing 804, any transfer among the living is subject to the pre-emptive right of the partners. The partner who proposes to transfer shares is required to inform the general partners. The partner wishing to transfer shares must notify the general managing partners by registered letter of his intention and of the conditions of partners by registered letter of the intended transfer and its conditions. the transfer. The right of pre-emption must be exercised within two months of the The right of pre-emption must be exercised within two months of the notification notification referred to in paragraph 1. The price and means of payment are referred to in paragraph 1. The price and the method of payment are determined determined in accordance with Article 805. in accordance with Article 805. If several managing partners present themselves for the redemption of the If several general partners are eligible for the redemption of the shares, these shares, these are, unless otherwise stipulated in the articles of association, are allocated to the partners concerned in proportion to their participation in the attributed to the partners concerned in proportion to their participation in the capital. capital, unless the articles of association provide otherwise. If the right of pre-emption has not been exercised for all or part of these shares, If the pre-emption right has not been exercised for all or part of the shares the planned transfer may be validly carried out with regard to the shares for concerned, the intended transfer of the non-preemptive shares may validly take which it has not been exercised. this right has not been used, with the place with the consent of the majority of the silent partners and subject to the authorization of the majority of the limited partners and under the conditions conditions set out in article 805. provided for in article 805. Art. 807 Art. 807 The transferee of shares is indebted for the amount still to be paid. The transferee of shares owes the amount still to be paid up. The transferor remains liable to the company, jointly and severally with the The transferor remains jointly and severally liable with the transferee in respect transferee, to respond to calls for funds decided prior to the transfer, as well as of the company to comply with the calls that have been decided upon before the to subsequent calls for funds when these are necessary to settle debts arising transfer, as well as with the subsequent calls when these are necessary to before the publication of the assignment. discharge debts that arose before the announcement. of the transfer. The assignor has joint and several recourse against the person to whom he has The transferor has joint and several recourse against the person to whom he assigned his share and against subsequent assignees, unless the parties have has transferred his shares and against the subsequent transferees, unless the agreed otherwise. parties have agreed otherwise. Machine Translated 29606by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP TITLE IV. — Organs and control TITLE IV. — Bodies and control CHAPTER I. — Management and representation CHAPTER I. — Governance and representation Art. 808 Art. 808 A partner's commitment to provide physical labor confers on him the status of The commitment of a partner to the performance of bodily managing partner. employment grants him the status of managing partner. Art. 809 Art. 809 New partners can only be admitted as managing partners with the agreement of New partners can only join as managing partner all the partners and under the conditions stipulated in the articles of association, in with the consent of all partners and under the conditions set by the articles of accordance with article 791. The articles of association may provide that descendants association with due observance of article 791. The articles of association may in the direct line and their allies may automatically acquire the status of managing provide that blood relatives in the direct descending line and their relatives may partner without the prior approval of all the partners. They may submit the obtaining automatically become managing partners without prior approval from all partners. of this quality to certain conditions. They can attach conditions to this. Art. 810 Art. 810 The duration of the function of managing partner is equal to the duration of the The duration of the function of managing partner is equal to the duration company. of the company. Art. 811 Art. 811 Each managing partner is remunerated for his work at least on the basis of the Each managing partner is remunerated for his work at least on the basis of the minimum hourly wage of a skilled worker in the same sector. The statutes determine minimum hourly wage for skilled workers of the same sector. The articles of the manner of establishing the number of hours to be taken into consideration. association determine the manner in which the number of hours to be taken into account is determined. The managing partners are entitled to this remuneration, regardless of The managing partners are entitled to this remuneration, regardless of the be the nature and importance of the operating result. nature and extent of the operating results. Art. 812 Art. 812 Associates may terminate their status by giving two years' notice in writing to all The general partners can terminate their status with due observance of a notice associates. The company may waive this deadline by a decision taken, on the one period of two years, to be served in writing to all partners. The company may waive hand, unanimously by the other managing partners and, on the other hand, by a this term by a decision taken, on the one hand, by the other general partners by majority. of the votes of the limited partners, in accordance with the provisions of unanimous vote and, on the other hand, by the silent partners by majority vote, in article 824. accordance with the provisions of Article 824. Art. 813 Art. 813 A managing partner can only be removed from office for serious reasons. This A managing partner can only be removed from his position for serious reasons. decision must be made by the other partners, under the conditions provided for in The decision to do so is taken by the other partners under the conditions of Article Article 826. 826. Art. 814 Art. 814 Each managing partner has full and complete competence to manage the Each general partner has full authority to manage the company. He can perform company. It can perform all acts that are necessary or useful to the company, except all acts necessary or useful to the company, except for those reserved by law to the those reserved by law for the general meeting. general meeting. Art. 815 Art. 815 The articles of association may stipulate that the managing partners form a college. The articles of association may provide that the managing partners are a college to shape. Art. 816 Art. 816 The articles of association may stipulate that certain decisions may only be taken The articles of association may provide that certain decisions can only be taken with the agreement of the general meeting of limited partners. with the consent of the general meeting of silent partners. Art. 817 Art. 817 The distribution of management tasks between partners and the restrictions The mutual division of the administrative duties and the limitations imposed by the imposed on management powers by the articles of association in accordance with articles of association on the administrative powers, in accordance with Article 816, article 816 are not binding on third parties, even if they have been published. cannot be invoked against third parties, even if they have been made public. Art. 818 art. 818 Each managing partner represents the company vis-à-vis third parties and Each general partner represents the company vis-à-vis third parties and in court, justice, either asking or defending. as a claimant or as a defendant. However, the articles of association may stipulate that the company is represented However, the articles of association may provide that the company is represented by several managers acting jointly. This clause is only enforceable against third by several general partners acting jointly. This clause can only be enforced against parties if it concerns the general power of representation and if it has been filed and third parties if it relates to the general powers of representation and if it has been published in accordance with Article 74. deposited and published in accordance with Article 74. Art. 819 Art. 819 The managing partners are liable to the company for faults committed in the The general partners are liable to the company for errors that they commit in the exercise of their mission, even if they have distributed the tasks among themselves. performance of their duties, even if they have divided their duties. Their liability is Their responsibility is determined as in matters of mandate. assessed as for mandate. They are jointly and severally liable to third parties for any damages resulting They are jointly and severally liable towards third parties for all damage resulting from breaches of the provisions of this code or of the from a violation of the provisions of this Code or the Articles of Association. statutes. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP 29607 They will only be relieved of this responsibility for facts in which they did With regard to the facts in which they did not participate, they are released not take part if they prove that no fault is attributable to them and that they from liability only if they prove that they are not at fault and they have have denounced all the facts to at the next general meeting after they have denounced all the facts at the first general meeting after becoming aware of learned of it. them. CHAPTER II. — General meeting of partners CHAPTER II. — General meeting of partners Art. 820 Art. 820 The general meeting is convened by the managing partners, either on their The general meeting is convened by the managing partners on their own own initiative or at the request of any other partner, in accordance with the initiative or at the request of any other partner, in accordance with the rules rules of the articles of association. laid down in the articles of association. Art. 821 Art. 821 The agenda is attached to the convocation. The agenda is attached to the invitation. The limited partners may cast their vote in writing or be represented by The silent partners can be represented by full power. proxy. Art. 822 Art. 822 The meeting is chaired by the oldest of the managing partners present. The meeting is chaired by the oldest of the managing partners present. It takes its decisions in the manner defined by the statutes. It takes its decisions in the manner described in the articles of association. Art. 823 Art. 823 The managing partners send each limited partner, at least fifteen days At least fifteen days before the meeting, the general partners provide each before the meeting, a written report on the operating results, which will contain silent partner with a written report on the results of the business that contains sufficient information to allow the limited partners to know the financial sufficient information to provide the silent partners with an understanding of situation of their company and the operating results. the company's financial condition and results of operations . Without prejudice to the right of consultation provided for in Article 828, Without prejudice to the right of inspection, determined in Article 828, each each limited partner may ask the managing partners for additional information silent partner may request further information regarding that report from the about this report. general partners. Art. 824 Art. 824 A decision of the general meeting of limited partners A resolution of the general meeting of silent partners is required with regard is required for: 1° to: 1° the discharge of the general partners from their management, 2° the the discharge of their management to be given to the managing partners, distribution of the company results, 3° the remuneration of the general partners, 4° the proposals submitted for approval under Article 816. 2° the distribution of the operating result, 3° the remuneration of the managing partners, 4° the proposals submitted for its approval in accordance with Article 816. The decision is taken by majority vote. The decision is taken by majority vote. Each share gives the right to one vote. The managing partners have the Each share gives the right to one vote. The general partners have the right right to attend the meeting, even if they are not shareholders. to attend the meeting, even if they do not hold any shares. Art. 825 Art. 825 The decisions referred to in Article 824, paragraph 1, 1° to 3° are taken The decisions referred to in Article 824, first paragraph, 1° to 3°, are taken each year, no later than six months after the close of the financial year. annually, no later than six months after the end of the financial year. Art. 826 Art. 826 A decision of the general meeting of managing partners and A resolution of the general meeting of the general partners limited partners is required for: 1° a modification and the silent partners is required with regard to: 1° the of the articles of association, 2° the voluntary amendment of the articles of association, 2° the dissolution of the company. voluntary dissolution of the company. Decisions are taken, on the one hand, by unanimous vote of the managing The decisions are taken by unanimous vote of the general partners and by partners and, on the other hand, by a three-quarters majority of the limited a majority of three quarters of the votes of the silent partners. partners. Each partner has only one vote. Each partner has one vote. CHAPTER III. - Control CHAPTER III. — Control Art. 827 Art. 827 Titles VI and VII of Book IV do not apply to agricultural companies. Titles VI and VII of Book IV do not apply to agricultural companies. Art. 828 Art. 828 The limited partners have the right to consult, twice a year, without travel, The silent partners have the right to inspect the books and records of the the books and documents of the company. company twice a year. They can ask questions in writing about management, which must be They may ask questions about the board in writing, which must be answered in writing. answered in writing. Art. 829 Art. 829 Unless otherwise stipulated in the articles of association, this right is Unless otherwise provided in the articles of association, this right is exercised in the middle and at the end of each financial year. Limited partners exercised in the middle and at the end of the financial year. The silent partners may be assisted by an expert. This may be challenged by the managing can be assisted by an expert. This can be challenged by the managing partners. In this case, the expert is appointed by the president of the court, at partners. In that case, the expert is appointed by the presiding judge of the the request of the limited partners. court at the request of the silent partners. Machine Translated 29608by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP TITRE V. — Re´partition be´ne´ficiaire TITLE V. — The Distribution of Profit Art. 830 Art. 830 Operating income is distributed as follows: 1° with the agreement of the The division of the operating results takes place as follows: 1° with managing partners, the general meeting may decide to serve all or part of the approval of the managing partners, the general meeting may decide to the positive result after deduction of the remuneration referred to in Article 811; reserve all or part of the surplus after the remuneration referred to in Article 811 2° in the event that the positive result has not been reserved in full, in accordance has been allocated; with 1°, the various shares will be allocated a proportion which cannot spend 2° if the credit balance is not fully reserved in accordance with the 1° it is the legal interest on the paid-up capital; allocated to the shares up to a maximum of the legal interest on the paid-up capital; 3° where appropriate, the remainder is allocated to the general partners 3° the balance, if any, is allocated to the managing partners as remuneration for their as compensation for their work and to the shares in a proportion to be work as well as to the various shares, according to a proportion determined by the determined by the articles of association. articles of association. Art. 831 Art. 831 The limited partner may be compelled by third parties to return the interest The silent partner can be obliged by third parties to repay the interest and and dividends he has received, if they have not been deducted from the profits. dividends paid to him if they are not taken from the actual profit of the company real profits of the company and, in this case, if there is fraud, bad faith or serious and in that case there is fraud, bad faith or gross negligence on the part of the negligence on the part of the managing partners, the limited partner may sue general partners, the silent partner sue them for payment of what he has had to them for payment of what he had to return. return. TITLE VI. - Dissolution TITLE VI. — Dissolution Art. 832 Art. 832 Unless otherwise provided in the articles of association, the company is sued, in the Unless the articles of association provide otherwise, the company is continued event of the death of one of the partners, along with his heirs. with his heirs in the event of the death of one of the partners. Non-emancipated minor heirs can only obtain the Minor non-emancipated heirs can only acquire the status of silent partner. quality of limited partners. Art. 833 Art. 833 Articles 39, 5°, 43 and 44 do not apply to an agricultural partnership concluded Articles 39, 5°, 43 and 44 do not apply to the for an indefinite period. agricultural company entered into for an indefinite period. The dissolution of the agricultural society may be requested in court for just The dissolution of an agricultural company can be sued for legal reasons. It cause. It will be pronounced, either at the request of any party having a shall be pronounced at the request of any person demonstrating a legitimate legitimate interest, or at the request of the public prosecutor, or even ex officio interest in doing so, at the request of the Public Prosecution Service or even ex by the judge, if its object or its activity does not comply with the provisions of officio by the court, if its purpose or its activities do not correspond to the article 789, the public prosecutor being heard in any case. provisions of Article 789; the Public Prosecution Service is in any case heard. Apart from this case, the dissolution of an agricultural company requires a In this case, until the agricultural partner is dissolved, decision made in accordance with the rules set out in Article 826. decision in accordance with the rules laid down in Article 826. Art. 834 Art. 834 § 1. Unless more stringent provisions of the articles of association, if, as a § 1. If, as a result of a loss suffered, the net assets have fallen to less than result of a loss, the net assets are reduced to an amount less than half of the half of the share capital, the general meeting of the general shareholders and share capital, the general meeting of shareholders between the managers and the limited partners must, subject to stricter provisions in the articles of the limited partners must be met within a period not exceeding two months from association, meet within a maximum period of two months after the loss has the moment when the loss was observed or should have been be under legal or been established or should have been established pursuant to legal or statutory statutory obligations, in order to deliberate and decide, if necessary, in the provisions in order to deliberate and decide, where appropriate, in accordance prescribed forms for the modification of the statutes, of the possible dissolution with the rules laid down for an amendment to the articles of association, on the of the company summer and possibly other measures announced in the agenda. dissolution of the company and, if necessary, on other matters on the agenda announced measures. The managing partners justify their proposals in a special report made The managing partners justify their proposals in a special report that is made available to the partners at the company's head office fifteen days before the available to the partners at the registered office of the company fifteen days general meeting. If the managing partners propose the continuation of the before the general meeting. If the general partners propose to continue the activities, they set out in their report the measures they intend to adopt in order activity, they will explain in the report the measures they are considering taking to redress the financial situation of the company. This report is announced in to restore the financial situation of the company. That report will be included in the agenda. A copy is sent to the shareholders at the same time as the the agenda. A copy thereof, together with the convocation letter, will be sent to convocation. the partners. § 2. The same rules are observed if, as a result of a loss, the net assets are § 2. In the same way, if the net assets as a result of a loss have fallen to less reduced to an amount less than a quarter of the share capital but, in this case, than a quarter of the share capital, it being understood that the dissolution takes the dissolution will take place if it is approved by a quarter of the votes cast at place when it is approved by one quarter of the votes cast at the meeting of the the meeting of managing partners and general partners managing and silent partners. res. § 3. When the general meeting has not been convened in accordance with § 3. If the general meeting has not been convened in accordance with this this article, the damage suffered by third parties is, unless proven otherwise, article, the damage suffered by third parties will be deemed to arise from the presumed to result from this absence of convocation. absence of a convening notice, unless there is evidence to the contrary. Art. 835 Art. 835 When the net assets are reduced to an amount of less than 250,000 francs, When the net assets have fallen below the amount of 250 000 francs, any any interested party may apply to the court for the dissolution of the company. interested party can request the dissolution of the company before the court. The court may, if necessary, grant the company a period of time to regularize Where appropriate, the court may grant the company a period in which to its situation. regularize its situation. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP 29609 Art. 836 Art. 836 When, during the course of its existence, the company is composed of only If in the course of its existence the company only has one single partner, the one shareholder, it continues to exist as a legal person as long as the dissolution company will continue to exist as a legal person as long as no resolution has has not been decided. . been taken to dissolve it. TITLE VII. - Miscellaneous TITLE VII. — Provisions of different nature Art. 837 Art. 837 When an agricultural society is set up, the King may grant it financial When establishing an agricultural company, the King may assistance from the State, according to the rules that He determines. grant a government grant according to further rules to be set by Him. It may also grant any other form of financial assistance. He may also provide financial assistance in some other form. The company is approved for this purpose by the Minister of Agriculture. The agricultural company is recognized for this purpose by the Minister of Agriculture. Art. 838 Art. 838 For the purposes of the law on farm leases, farming as a managing partner For the purposes of the Lease Act, exploitation as a managing partner in an of an agricultural company is considered to be personal farming. This rule agricultural company is equated with personal exploitation. This applies to both applies to both the lessee and the lessor, whose rights and obligations remain the lessee and the lessor whose rights and obligations will continue to exist in in full. full. In the event of contribution of the property or the right of use and/or Upon transfer of the ownership or right of use and/or right to use the leased enjoyment of the property rented by the lessor in an agricultural company, the property by the lessor into an agricultural company, termination by the company notice cannot be given by the company ´ only if the lessor-contributor, his is only possible if the lessee-contributor, his spouse, descendants or adopted spouse, his descendants or adopted children or those of his spouse, have the children or those of his spouse are in the company have the status of managing status of managing partner in the company. partner. BOOK XIV BOOK XIV The economic interest group TITLE The economic partnership ONE. — Nature and qualifications TITLE I. — Nature and qualification Art. 839 Art. 839 The economic interest grouping, hereinafter referred to as "the group", is a An economic grouping, hereinafter referred to as "the grouping", is a company company which, constituted by contract, for a fixed term or indefinite, between which can be formed by contract for a definite or indefinite period of time by natural or legal persons, has the exclusive purpose of facilitating or developing natural or legal persons and whose sole purpose is to facilitate or develop the the economic activity of its members, of improving or increasing the results of economic activity of its members, improve or increase the results of that activity this activity to which the activity of the economic interest grouping must relate to which the activity of the partnership must match and in relation to which it and in relation to which it must have an auxiliary character. must be of subordinate importance. Art. 840 Art. 840 The group may not: 1° The partnership: 1° may not, subject to its own purpose, interfere directly or outside the pursuit of its own goal, directly or indirectly interfere in the indirectly in the exercise of the activity of its members; conduct of the activities of its members; 2° may not, for whatever reason, hold shares or units in any form, directly or indirectly, in a commercial company or 2° nor hold, directly or indirectly, in any capacity whatsoever, shares or a company that has adopted the commercial form; 3° may not pursue a profit partnership interests, whatever their form, in a commercial company or in a for itself; 4° may not be a member of another economic or European economic commercial form; grouping; 5° may not enter into loans by issuing bonds. 3° nor to seek profits for his own account; 4° nor be a member of another group or of a group europe´en d’inte´reˆt e´conomique; 5° or contract loans by issuing bonds. Art. 841 Art. 841 Calling the public with a view to participating in a grouping is prohibited. A public call for participation in a partnership is prohibited. Art. 842 Art. 842 The contract establishing a grouping may provide for the obligation for the It may be stipulated in the agreement establishing the partnership that the members or for some of them to make contributions in cash or contributions in members or some of them are obliged to make a contribution in money or a goods or services, hereinafter contributions in contribution of goods or services, hereinafter referred to as a contribution in kind. nature. Art. 843 Art. 843 The members of the grouping contribute annually to the settlement of the The members of the partnership contribute annually to settle shortfalls insofar excess of expenses over receipts in the proportion provided for in the grouping as stipulated in the agreement or, in the absence thereof, for equal parts. contract or, failing that, in equal shares. Subject to the provisions of articles 848 and 852, the members of the Subject to the provisions of Articles 848 and 852, the members of a grouping are jointly and severally liable for all the obligations of the grouping. partnership are jointly and severally liable for all obligations of the partnership. No judgment bearing personal condemnation of the members on account of Members cannot be personally convicted on the basis of the alliance's the grouping's commitments may be rendered before there is a condemnation commitments as long as it has not been convicted itself. against the latter. Machine Translated 29610by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP TITLE II. — Incorporation TITLE II. — Establishment Art. 844 Art. 844 In the event of a contribution in kind, a company auditor is appointed prior to In the case of a contribution in kind, a company auditor is appointed by the the formation of the consortium by the founders. The auditor reports, in particular founders before the establishment of the partnership. The auditor prepares a on the description of each contribution in kind and on the valuation methods report, in particular on the description of each contribution in kind and on the adopted. valuation methods applied. The intervention of the auditor is also required for any subsequent contribution The auditor's intervention is also required for any subsequent contributions in kind. nature. The auditor's report is filed with the registry of the commercial court The auditor's report is filed with the registry of the commercial court in in accordance with Article 75. accordance with Article 75. The King may, by decree deliberated in the Council of Ministers, determine the The King may, by decree deliberated in the Council of Ministers, determine the categories of groups exempted from the formality referred to in this article. types of partnerships that are exempt from the requirement laid down in this article. Art. 845 Art. 845 The constitutive contract of a consortium mentions, in addition to the In addition to the information included in the extract intended for publication, indications contained in the extract intended for publication, the methods of the agreement establishing the partnership states the manner in which the management and control of the consortium. management and supervision are exercised. Art. 846 Art. 846 The founders are jointly and severally liable towards the interested parties, Notwithstanding any stipulation to the contrary, the founders are jointly and despite any stipulation to the contrary: the absence or falsity of the statements severally liable vis-à-vis the interested parties to: 1° compensation for the damage prescribed by articles 70 and 845; that is the immediate and direct consequence, either of the nullity of the partnership, or of the lack or inaccuracy of the provisions referred to in Articles 70 and 845 prescribed entries; 2° commitments made by the incapable persons. 2° fulfillment of the commitments entered into by legally competent persons. TITLE III. — Withdrawals and exclusions TITLE III. — Withdrawal and exclusion Art. 847 Art. 847 The admission of a new member can only take place if the The admission of a new member is only possible if the agreement has provided contract so provides and sets the conditions. for it and has the conditions thereof established. Art. 848 Art. 848 Any new member is liable for the debts of the grouping in accordance with Each new member is subject to the conditions referred to in Article 843 article 843. He may, however, be exempted from the payment of debts prior to liable for the debts of the partnership. However, he may be released from his admission by an express clause of the constitutive contract or of the act of payment of debts incurred before his accession by an express stipulation in the admission. constitutional agreement or in the deed of admission. To be enforceable against third parties and the consortium, this provision In order to be invoked against third parties and against the partnership, this must be published in accordance with section 74. provision must be published in accordance with Article 74. Art. 849 Art. 849 The withdrawal of a member can only take place if the contract provides for it The withdrawal of a member is only possible if the agreement and sets the conditions. has provided for it and has laid down its conditions. Art. 850 Art. 850 The contract determines the causes and methods of excluding members. The agreement establishes the grounds and the manner of exclusion of the members. In case of silence of the contract, a member can be excluded only by decision In the event of silence from the agreement, a member can only be excluded of the court taken at the request of the general assembly and when this member by a decision of the court made at the request of the general meeting and if that seriously contravenes his obligations or causes disturbances. serious in the member seriously breaches its obligations or seriously disrupts the functioning of functioning of the group. The member whose exclusion is proposed cannot take the partnership. The member whose exclusion is proposed may not participate in part in the vote on this subject. the relevant vote. Art. 851 Art. 851 In the event of the exclusion of a member, the grouping, unless otherwise In the event of the exclusion of a member, the partnership between the other provided in the contract, subsists among the other remaining members under the members will continue to exist, unless the agreement provides otherwise, on the conditions provided for in the contract or, failing that, decided by the general terms and conditions established in the agreement or, failing that, by the meeting, meeting. according to the rules provided for the modifications of the contract. in the manner prescribed for the amendment of the agreement. Art. 852 Art. 852 Whoever loses the quality of member and, in the event of death, the heirs A person who ceases to be a member of the partnership and, in the event of insofar as they themselves are not admitted as members, are not bound by the death, the heirs to the extent that they themselves have not been admitted as obligations that the grouping contracts on from the day of publication of these members, are not obliged to fulfill the commitments entered into by the partnership facts. after the date of publication of these events . Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP 29611 Art. 853 Art. 853 If one of the members of the grouping ceases to be part of it without the loss If one of the members of the partnership ceases to be part of it without the of his status as a member leading to the dissolution of the grouping, an termination of his membership resulting in the dissolution of the partnership, assessment of the assets of the grouping is carried out in order to terminate its the assets of the partnership will be valued in order to determine its rights and rights and obligations. After deduction of its obligations towards the grouping, its obligations. . The member is at least entitled to the payment of his the contributing member is entitled at least to reimbursement of its contribution, contribution, either in kind or for an equivalent value, after deduction of what he either in kind or in equivalent. owes to the partnership. Unless otherwise provided in the contract, the valuation of assets is carried Unless otherwise provided in the agreement, the valuation of the assets is out by a company auditor on the date of the event which led to the loss of made by a company auditor on the day of the event that gave rise to the loss of membership. The company auditor is chosen by mutual agreement between membership. The auditor shall be chosen by mutual agreement of the parties the parties or, failing agreement, appointed by the president of the commercial or, failing agreement, at the request of the most diligent party, by the president court in whose jurisdiction the group has its headquarters. , at the request of of the commercial court in whose jurisdiction the seat of the partnership is the more diligent party. The president's decision cannot be appealed. located. There is no appeal against the decision of the chairman. TITLE IV. — Management and representation TITLE IV. — Governance and Representation CHAPTER ONE. — The managers Art. 854 CHAPTER I. — The business managers Art. 854 The grouping is managed by one or more natural persons The partnership is managed by one or more natural persons who may or members or not of the group. may not be members of the partnership. Art. 855 Art. 855 Notwithstanding anything to the contrary in the Agreement, any Member may Notwithstanding any provision to the contrary in the agreement, any member to seek the dismissal of a manager in court for just cause. may legally claim the dismissal of a business manager for valid reasons. Art. 856 Art. 856 The manager or managers are designated in the grouping contract The business manager or business managers are referred to in the agreement to or by decision of all the members of the grouping. establishment of the partnership or appointed by decision of the joint members of the partnership. If there are several managers, they form a college. If there are several business managers, they together form a board. Art. 857 Art. 857 The manager or the college of managers has the power to perform all acts The business manager or the board of business managers is authorized to necessary or useful for the achievement of the corporate purpose of the perform all acts that are necessary or useful to achieve the purpose of the grouping, with the exception of those that the law reserved for the general partnership, except for those for which only the meeting of the members of the assembly of the members of the grouping. partnership is authorized by law. The restrictions imposed by the contract on the powers of the manager(s) The restrictions imposed by the agreement on the powers of the business are not enforceable against third parties, even if they are published. manager or business managers cannot be enforced against third parties, even if they have been made public. Art. 858 Art. 858 Each of the managers represents the group towards third parties and Each business manager represents the partnership vis-à-vis third parties and justice, either asking or defending. in court as a claimant or as a defendant. However, the contract may grant one or more managers the capacity to Nevertheless, the agreement may provide that several business managers represent the group jointly or collectively. These clauses are only enforceable must jointly represent the joint venture. These provisions are only enforceable against third parties if they relate to the general power of representation and if against third parties if they relate to the general powers of representation and if they are published in accordance with Article 74. they have been published in accordance with the rules laid down in Article 74. Art. 859 Art. 859 The grouping is bound by the acts performed by the managers, even if these The partnership is connected by the actions of the business managers, even acts exceed the object, unless it proves that the third party knew that the act if those actions fall outside the purpose of the partnership, unless it demonstrates exceeded this object or that he could not ignore it, given the circumstances, that the third party was aware of it or, given the circumstances, could not have without the mere publication of the articles of association being sufficient to been unaware of it; however, publication of the articles of association alone is constitute this proof. not sufficient proof. Art. 860 Art. 860 The managers are jointly and severally liable towards the grouping for faults The business managers are jointly and severally liable towards the committed by them in the accomplishment of their mission, even if they have partnership for the shortcomings that they have committed in the performance divided the tasks incumbent upon them. Their responsibility is assessed as in of their assignment, even if they have divided the tasks assigned to them matters of mandate. among themselves. Their liability is assessed as for mandate. They are jointly and severally liable to third parties for any damage resulting They are jointly and severally liable towards third parties for all damage from breaches of the provisions of this code or of the contract. resulting from a violation of the provisions of this code or of the agreement. They will only be discharged from their liability for offenses in which they With regard to violations in which they have not participated, they are only have not taken part if no fault is attributable to them and if they have denounced released from liability if no fault is due to them and they have denounced those these offenses to the general meeting. e next after they have had knowledge violations at the first members' meeting after they have become aware of them. of it. Machine Translated 29612by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP CHAPTER II. — The general meeting of members CHAPTER II. — The meeting of the members Art. 861 Art. 861 All the members of the group constitute the assembly. It meets at least The joint members of the partnership form the meeting. It shall meet at once a year at the place and on the day provided for in the contract. least once a year, at the place and on the day specified in the agreement. Notices of meeting contain the agenda and are sent to members by The notices state the agenda and are sent to the members by registered registered letter by post at least fifteen days before the meeting. letter at least fifteen days before the meeting. The meeting must meet at the request of a manager or The meeting is compulsorily convened at the request of a of a member of the group. manager or of a member of the partnership. Art. 862 Art. 862 Unless otherwise provided in the contract, the meeting has the broadest Unless otherwise provided in the agreement, the meeting shall have the powers to take any decision or perform any act necessary or useful for the most extensive powers to take any decision or act for the realization of the achievement of the purpose of the grouping. purpose of the partnership. It is in any case solely authorized to take any decision concerning the In any case, it alone is authorized to decide to amend the constitutional modification of the founding contract, the admission or exclusion of members, agreement, to admit or exclude members, to dissolve or continue the the early dissolution of the grouping or its extension, and to approve the partnership early, and to approve the annual accounts submitted to it by the annual accounts. submitted to it by the manager(s) in accordance with manager or managers in accordance with article 866. presented. article 866. Art. 863 Art. 863 In all cases where this code does not provide that decisions must be In all cases where this Code does not require decisions to be taken by taken unanimously and without prejudice to article 850, the grouping contract unanimity and subject to Article 850, the constitutional agreement may may determine the quorum and majority conditions under which the specify the quorum or majority rules under which all or certain decisions are decisions or some of them will be taken. In the silence of the contract, taken. If nothing is provided for in the agreement, decisions are taken decisions will be taken unanimously. unanimously. Art. 864 Art. 864 The members of the grouping can only decide unanimously to: 1° modify The following decisions may only be taken by the members of the the object of the grouping; (2) modify the number of votes attributed to each grouping by unanimous vote: member; 3° modify the conditions for decision-making; 4° extend the 1° change of the purpose of the partnership; 2° change in the duration of the grouping beyond the term fixed in the number of votes allocated to each member; 3° change of the decision-making procedure; 4° extension of the duration of the partnership until after the time specified in the incorporation agreement; group contract; 5° change of the share of each of the members or of some 5° modify the contribution of each of the members or of some of them to the financing of the group; 6° modify any other obligation of a member theirs in the financing of the partnership; unless the grouping contract provides otherwise; 7° to carry out any 6° change of any other obligation of a member, unless in the modification of the contract of grouping not referred to incorporation agreement provides otherwise; 7° amendments to the constitutional agreement not referred to in this in this paragraph, unless the contract provides otherwise. paragraph, unless otherwise provided for in this agreement. Art. 865 Art. 865 Each member has one vote. The grouping contract may, however, Each member has one vote. The Agreement may, however, grant allocate several votes to certain members depending on the size of their additional votes to certain members, according to the amount of their possible contributions, provided that none of them holds the absolute contribution, if any, but no member may hold an absolute majority of the majority of the votes. votes. Art. 866 Art. 866 In accordance with article 92, § 1, the annual accounts are submitted for In accordance with Article 92, § 1, the annual accounts are submitted to the approval of the meeting. To this end, the documents referred to above the meeting for approval. To this end, the above-mentioned documents are are communicated to the members at least fifteen days before the date of communicated to the members at least fifteen days before the meeting. the meeting. Non-managing members have the right to inspect the books and Members who are not business managers have the right to inspect the documents at the head office of the group for at least fifteen days before the books and documents of the partnership at the registered office of the date of the meeting, and to obtain copies thereof. partnership, at least fifteen days before the meeting, and to obtain copies thereof. TITRE V. — Dissolution TITLE V. — Dissolution Art. 867 Art. 867 The grouping is dissolved: 1° The partnership is dissolved: 1° by the realization by the realization or extinction of its object; 2° by or the disappearance of its purpose; 2° due to the expiry of the the expiry of the term for which the grouping is constituted; period for which the partnership was entered into; 3° by decision of its members under the conditions provided for in Article 3° by a decision of the members, taken in accordance with Article 864; 864; 4° by court decision pronounced at the request of a member when 4° by judicial decision, pronounced at the request of a member, if there is there is a misunderstanding between the members or groups of members such a bad understanding between the members or groups of members such that it prevents the functioning of the organs of the grouping, or for any that it prevents the functioning of the organs of the association, or for any other reason ; other lawful reason; Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP 29613 5° by the incapacity, death, dissolution, bankruptcy or resignation of a 5° due to the incapacity, death, dissolution, bankruptcy or resignation of a member of the grouping, unless the contract provides otherwise, in which case member of the partnership, unless otherwise provided for in the agreement, in the grouping subsists among the other members under the conditions which case the partnership between the other members will continue to exist determined by the contract or, failing that, by these members deliberating and under the conditions laid down established in the agreement or, failing that, by deciding according to the rules relating to the modifications of the contract; those members who deliberate and decide in the manner prescribed for the amendment of the agreement; 6° when it only includes one member. 6° when the partnership only has one member. Art. 868 art. 868 The dissolution of a grouping can be pronounced, either at the request of The dissolution of a partnership may be ordered either at the request of any any party having a legitimate interest, the public prosecutor having heard, or at party having a legitimate interest in it, with the public prosecutor having to be the request of the public prosecutor, if the purpose or activity of the grouping heard, or at the request of the public prosecutor if the purpose or activities of does not comply with the provisions of Articles 840, 1° to 3°, 869 and 870. the partnership do not correspond to the provisions of Articles 840, 1° to 3°, 869 and 870. TITLE VI. — Prohibitions and special requirements TITLE VI. — Special prohibitions and injunctions Art. 869 Art. 869 In the case of a group made up of public or private credit companies, this When a partnership consists of public and private credit institutions, that group may not derogate from the provisions of the law of 22 March 1993 partnership may not deviate from the provisions of the Law of 22 March 1993 relating to the status and control of companies. credit institutions. on the status and supervision of credit institutions. Art. 870 Art. 870 Without prejudice to the specific provisions applicable to them, national Without prejudice to the special provisions applicable to them, national public credit institutions may only be members of a grouping with the agreement public credit institutions may not be members of a grouping unless authorized of the national supervisory ministers. by the national supervisory ministers. Art. 871 Art. 871 Companies with a works council, members of a grouping are required to Companies that have a works council and are members of a joint venture provide their works council with information relating to the grouping of which are obliged to provide their works council with information regarding the joint they are members as defined in Articles 5, 8, 11 and 14 of the Royal Decree of venture of which they are a part, as stipulated in Articles 5, 8, 11 and 14 of the 27 November 1973 regulating the economic and financial information to be Royal Decree. Decree of 27 November 1973 regulating economic and financial provided to works councils. information to be provided to works councils. TITLE VII. — Penal provisions TITLE VII. — Criminal Provisions Art. 872 Art. 872 The founders of a group constituted in violation of articles 839 and 840, 1° Shall be punished by imprisonment of one month to two years and a fine of to 3°, and 870, as well as the members and the manager(s) who, during the three hundred [euros] to ten thousand [euros] or one of those penalties only, existence of the grouping, contravene these provisions. the founders of a partnership established in violation of Articles 839 and 840, 1° to 3°, and 870 , as well as the members and the business manager or business managers who violate those provisions during the existence of the partnership. Art. 873 Art. 873 Will be punished with a fine of fifty francs to ten thousand francs: Shall be punished by a fine of fifty [euros] to ten thousand [euros]: 1° the managers who have neglected to convene, within three weeks of the 1° the business managers who have failed to convene the meeting, referred requisition made to them, the meeting provided for in article 861; 2° those who to in Article 861, within three weeks after a request to that effect has been contravene the provisions of Articles 840, 4° and 841. made to them; 2° those who violate the provisions of Articles 840, 4°, and 841. BOOK XV BOOK XV Miscellaneous and transitional provisions Miscellaneous and transitional provisions FIRST TITLE. - Miscellaneous TITLE I. — Miscellaneous provisions Art. 874 Art. 874 § 1. Articles 92, 94 to 96, 98, 100 to 102, 104 and 105, 143 and 144, 553 to § 1. Articles 92, 94 to 96, 98, 100 to 102, 104 and 105, 143 and 144, 553 to 555, 616 to 619 and 624 of this code are, notwithstanding any provision to the 555, 616 to 619 and 624 of this Code are, notwithstanding any conflicting contrary in the articles of association, applicable legal persons governed by statutory provision, applicable to the legal entities governed by public law that public law constituted in the form of a commercial company. have taken the legal form of a commercial company. § 2. If, within a legal person governed by public law, a board of auditors is § 2. If a board of auditors has been formed within a legal entity under public created comprising members appointed in their capacity as company auditors law, which includes members who are appointed in their capacity as statutory and members who are not appointed in this capacity, the provisions of this auditors and members who are not appointed in this capacity, the provisions of code relating to auditors apply, notwithstanding any clause to the contrary in this Code on statutory auditors shall apply, notwithstanding any statute that the statutes, to auditors appointed in their capacity as business viewfinder; conflicts therewith. tair clause, applicable to the statutory auditors who are they draw up a separate report. appointed in their capacity as company auditor; they prepare a separate report. These provisions do not apply to the other commissioners unless the These provisions do not apply to the other supervisory director statutes expressly provide for it. and unless expressly provided for in the articles of association. Machine Translated 29614by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP Art. 875 Art. 875 The King may adapt Articles 514 to 516, 534, 545 and 556 to the The King can adapt Articles 514 to 516, 534, 545 and 556 to the obligations arising for Belgium from the directives of the Council of the obligations arising for Belgium from the directives of the Council of the European Communities, insofar as they relate to matters that the European Communities insofar as it concerns measures that the Constitution does not reserve to the legislator. Constitution does not reserve to the legislator. Art. 876 Art. 876 § 1. The King is empowered to replace the references to Title IX of § 1. The King is authorized to amend the references in laws and royal Book I of the Commercial Code or to other legal or regulatory texts decrees to Book I, Title IX, of the Commercial Code or to other laws or included in this code, contained in provisions of laws or royal decrees, by royal decrees included in this Code, using the attached correlation table, references to this Company Code, using the concordance table in the by references to this Companies Code. § 2. Until amended by the King, appendix. § 2. Until they are adapted by the King, the references to Title references in laws and royal decrees to Book I, Title IX, of the Commercial IX of Book I of the Commercial Code or to other legal or regulatory Code or to other laws or royal decrees included in this Code, must be texts included in this code , contained in the provisions of laws or royal made using the attached correlation table should be read as references decrees, must, with the help of the concordance table, appearing in the to the Companies Code. appendix, be read as referring to the Company Code. TITLE II. — Transitional provisions TITLE II. — Transitional provisions Art. 877 Art. 877 Article 556 is not applicable to rights conferred on third parties before Article 556 does not apply to rights granted to third parties before 5 August 5, 1991. However, the existence of these rights must be August 1991. The existence of such rights must, however, be announced communicated to the first general assembly. ordinary sound. at the next ordinary general meeting. Art. 878 Art. 878 § 1. Article 632, § 2, is applicable to shares held on 5 August 1991 by § 1. Article 632, § 2, applies to the shares held on August 5, 1991 by a a public limited company having its registered office in Belgium or to public limited company with registered office in Belgium, or to the shares shares of such a company which are held by a company on August 5, of such a company held on August 5, 1991 held when the associated 1991 when the voting rights attached thereto represent more than 10% voting rights represent more than 10% of all the votes attached to the of all the votes attached to the securities issued on that date. securities issued on that day. § 2. When reciprocal shareholdings within the meaning of Article 632 § 2. If on 5 August 1991 there are mutual participations as referred to exist on August 5, 1991, the companies concerned shall take by mutual in Article 632, the companies concerned shall take the necessary agreement the necessary measures so that at least one of them reduces measures by mutual agreement so that at least one of the two reduces its interest in the other to no more than 10%. its participation in the other to a maximum of 10%. Failing agreement, the companies concerned must each reduce their If no agreement is reached, each of the companies concerned must stake to 10% at most within one year from August 5, 1991. reduce its shareholding to a maximum of 10% within one year from August 5, 1991. In the absence of proper disposal within the time limits prescribed If no regular disposal has taken place within the aforementioned period, above, the voting rights attached to the shares or profit shares which the voting rights attached to the shares or profit-sharing certificates to be must be disposed of are suspended. . sold will be suspended. § 3. If on 5 August 1991 there are holdings within § 3. When the shareholdings within the meaning of Articles 627 and the meaning of Articles 627 and 631, §§ 1 and 4, the companies 631, §§ 1 and 4, exist on August 5, 1991, the companies concerned take concerned shall take the necessary measures by mutual agreement and by mutual agreement and within one year the measures necessary to within a period of one year to comply with those provisions. . comply with these provisions. In the absence of agreement on these measures between the companies concerned, this disposal must take If no agreement is reached on those measures between the companies place in proportion to the number of voting rights attached to the securities concerned, this disposal must take place in proportion to the number of held by each of the companies. s concerned. voting rights attached to the securities held by each of the companies concerned. In the absence of proper disposal within the time limits prescribed If no regular disposal has taken place within the aforementioned period, above, the voting rights attached to the shares or profit shares which the voting rights attached to the shares or profit-sharing certificates to be must be disposed of are suspended. . sold will be suspended. A company which, on August 5, 1991, is a subsidiary company of A company which, on 5 August 1991, is a subsidiary of another another company, notifies the latter within six months of the date of entry company, shall notify the latter, within six months of the aforementioned into force mentioned above the number and nature of the securities with date, of the number and nature of the securities with voting rights issued voting rights issued by the latter and which are in its possession, as well by the parent company that it and any change in its securities portfolio. § as any modification occurring in this portfolio of securities. § 4. By way of 4. Notwithstanding §§ 2 and 3, the percentages of the shareholdings derogation from §§ 2 and 3, the percentages of holdings referred to in referred to in Articles 631, § 1, paragraph 1, and 632, and calculated in Articles 631, § 1, paragraph 1 and 632, and calculated in accordance accordance with the Law of 2 March 1989 on the disclosure of major with the law of March 2, 1989 relating to the disclosure of major holdings shareholdings in companies listed on the stock exchange and regulating in companies listed on the stock exchange and regulating public takeover public takeover bids, which exist between a company that uses or has bids, existing between a company having made or making public calls for made a public use of savings and another company, not reduced in ´epargne and another company, are not subject to the reductions provided accordance with Articles 631 and 632, provided that such shareholdings for in Articles 631 and 632, provided that these holdings have been are Have been notified to the Banking and Finance Commission on notified to the Commission Bancaire et financial before January 1 , 1996. January 1, 1996. When shareholdings within the meaning of Article 627 exist on June If on 17 June 1995 there are participations within the meaning of Article 17, 1995, the companies concerned shall take, by mutual agreement, 627, the companies concerned shall, by mutual agreement, take the before January 1 , 1997, the measures necessary to comply with this necessary measures before 1 January 1997 to comply with that provision provision as that it prohibits the companies targeted from holding, together prohibiting the companies referred to therein. to hold, together with the with the issuing company, securities of the latter company representing issuing company, securities of the latter company representing more than more than 10% of its capital subscribed. 10% of the issued capital. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP 29615 Failing agreement, the disposals are made in proportion to the fraction of If no agreement is reached between the companies concerned, the disposals the capital corresponding to the securities held by each of the companies. will take place in proportion to the part of the capital corresponding to the securities held by each of the companies. For the application of Articles 627 and 631, § 1, paragraph 1 , the voting For the purposes of Articles 627 and 631, § 1, first paragraph, the voting rights attached to shares or profit shares acquired before December 4, 1992 rights attached to shares or profit-sharing certificates acquired before December may be exercised until January 1 , 1992. 1998, provided that, for all the 4, 1992 may be exercised until January 1, 1998, insofar as they are for all the companies concerned, they do not represent more than 10% of the voting companies referred to. do not represent more than 10% of the total voting rights attached to all the securities issued, including securities held by the rights attached to all securities issued, including those held by the issuing issuing company under Article 620.” company pursuant to Article 620. † CHAPTER III. — Amendments to certain texts required CHAPTER III. — Amendments to some laws, necessary by the introduction of the Company Code as a result of the introduction of the Companies Code Art. 3. Article 15, b), of the law of September 20, 1948 on the organization art. 3. Article 15, b) of the Act of 20 September 1948 on the organization of of the economy, amended by the law of February 21, 1985, is supplemented the business community, amended by the Act of 21 February 1985, is by the following paragraph: supplemented by the following paragraph: “Any company that can be considered as small in application of the criteria “When a company is small in accordance with the criteria of the Companies set out in the Company Code is required to communicate to the works council, Code, and has prepared its annual accounts according to the abbreviated at the same time as the annual accounts if they are established according to schedule, it must communicate to the works council, together with those annual an abbreviated format, the data grouped together or omitted from these accounts, the data that have been merged or omitted as a result. † accounts. ". Art. 4. Article 15bis of the same law, inserted by the law of art. 4. Article 15bis of the same law inserted by the law of February 21, 1985, is replaced by the following provision: February 21, 1985, is replaced by the following: " Art. 15bis. In each company where a works council has been set up « Art. 15bis. One or more company auditors are appointed in every company pursuant to this law, with the exception of subsidized educational institutions, where a works council has been set up pursuant to this Act, with the exception one or more company auditors are appointed. of subsidized educational institutions. The mission of these auditors with regard to the works council as well as The mission of these auditors with regard to the works council, as well as their presentation, appointment, renewal, dismissal and resignation are the nomination, appointment, renewal of the mandate and dismissal of these governed by articles 151 to 164 of the Code of companies relating to control in auditors, is governed by Articles 151 to 164 of the Company Code, with regard companies where there is a works council. to the control of companies where a works council was established. In the absence of a general meeting of shareholders, the administrative In the absence of a general meeting of partners, the administrative body or, body or, failing this, the company manager, exercises the rights that the failing that, the head of the company, shall exercise the rights conferred on the provisions referred to in paragraph 2 confers on the general meeting, and general meeting in the provisions referred to in the second paragraph and shall fulfills the obligations that they impose on it. ". comply with the obligations laid down in the same provisions. imposed. † Art. 5. In the title of the law of July 17, 1975 relating to accounting and the art. 5. In the title of the law of 17 July 1975 on the accounting and annual annual accounts of companies, the words “and to the annual accounts” are accounts of companies, the words “and the annual accounts” are deleted. deleted. Art. 6. In Article 1, paragraph 1, 1°, of the same law, the words “and art. 6. In Article 1, first paragraph, 1°, of the same law, the economic interest groups” are deleted. words « and economic partnerships ». Art. 7. Articles 8 and 14 of the law of July 17, 1975 relating to accounting art. 7. Articles 8 and 14 of the Law of 17 July 1975 on the accounting and and the annual accounts of companies become Articles 7 and 13. annual accounts of companies become Articles 7 and 13. Art. 8. It is inserted in the same law, in place of article 9, which art. 8. In the same law, instead of Article 9, which becomes Article 8, a new becomes Article 8, a new Article 9 worded as follows: Article 9 is inserted, reading: “Art. 9. § 1. Each enterprise shall, with due care " Art. 9. § 1. Every company proceeds, at least once a year, with good faith and in good faith, at least once a year carry out the necessary surveys, and prudence, to the operations of statement, verification, examination and verifications, investigations and valuations in order to draw up an inventory of evaluation necessary to establish a on the chosen date, a complete inventory all its assets, receivables, debts and obligations of whatever nature relating to of its assets and rights of all kinds, of its debts, obligations and commitments its business, and of its own resources provided thereto. The inventory items of all kinds relating to its activity and of its own resources allocated thereto. are registered in a book. The documents which are difficult to transcribe The items in the inventory are transcribed into a book. Exhibits whose volume because of their size are summarized in that book and attached thereto. makes transcription difficult are summarized in the book to which they are appended. § 2. The inventory is ordered in the same way as the company's chart of § 2. The inventory is arranged in accordance with the accounts accounts. system of the company. The King may prescribe inventory valuation criteria. The King can set standards for the valuation of the inventory. This paragraph is not applicable to the companies referred to in Article 5.”. This paragraph shall not apply to the undertakings referred to in Article 5. † Art. 9. Article 10 of the same law, replaced by the law of March 24, 1978, is art. 9. Article 10 of the same law, replaced by the law of replaced by the following provision: “Art. 10. § 1. The accounts are, after being March 24, 1978, is replaced as follows: reconciled with the data of the inventory, synthesized in a descriptive « Art. 10. § 1. After the accounts have been reconciled with the inventory statement constituting the annual accounts. § 2. Companies that are not data, they are summarized and described in a statement, being the annual subject to the Company Code and its implementing decrees are nevertheless accounts. § 2. Companies that are not subject to the Companies Code and its required to comply with it as regards the form, content, the control and filing implementing decrees must comply with its provisions with regard to the of the annual accounts and the management report. form, content, control and filing of the annual accounts and the annual report. The content and extent of their obligations are determined on the basis of The content and scope of their obligations are determined on the basis of criteria relating to staff employed, annual turnover and balance sheet total the same criteria regarding staff numbers, annual turnover and balance sheet provided for for companies subject to the Code of companies. total as those that apply to companies subject to the Companies Code. Machine Translated 29616by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP The annual accounts of the public bodies referred to in Article 1, The annual accounts of the public institutions referred to in Article 1, first paragraph 1, 3°, of this law are filed within seven months of the closing date paragraph, 3°, of this Law must be filed within seven months of the closing of the financial year, even if the control and approval procedure to which date of the financial year, even if the supervision and approval procedure to the annual accounts are submitted, if necessary, has not yet been which it is subject, if any, has not yet been completed. not ended. In such a completed. In this case, it is explicitly indicated that the procedure in case, the filed annual accounts shall expressly state this fact. question has not yet been completed. This paragraph does not apply: This paragraph does not apply to: 1° to traders who are natural persons referred to in Article 5; 1° natural persons who are merchants and who are referred to in Article 5; 2° to companies referred to in Article 1, 4°, to which Chapter I is not 2° the companies referred to in Article 1, 4°, to which Chapter I declared applicable; has been declared inapplicable; 3° to companies referred to in Article 16, § 1; 3° the companies referred to in Article 16, § 1; 4° insurance and reinsurance companies; 4° the insurance and reinsurance companies; 5° to branches and headquarters established in Belgium by foreign 5° the branches and centers of activity established in Belgium by foreign companies not subject to the Company Code, when these branches and companies that are not subject to the Companies Code, when those headquarters are not have no own income related to the sale of goods or branches and centers of activity do not have any income of their own from the provision of services to third parties or to goods delivered or services the sale of goods or services to third parties or from goods supplied or provided to the foreign company to which they belong, and whose operating rendered services to the foreign company on which they depend and whose costs are borne entirely by the latter; operating costs are borne entirely by the latter; 6° to traders who are natural persons, as regards the filing of the annual 6° natural persons who are merchants, with regard to the deposit of accounts and the management report. ". the annual accounts and the annual report. † Art. 10. Article 11 of the same law, replaced by the law of art. 10. Article 11 of the same law, replaced by the law of 1 July 1983, is July 1 , 1983, is replaced by the following provision: replaced as follows: " Art. 11. § 1. Public bodies governed by Belgian law which exercise a « Art. 11. § 1. Public institutions governed by Belgian law that fulfill a statutory mission of a commercial, financial or industrial nature, with the statutory mission of a commercial, financial or industrial nature, with the exception of the companies referred to in Article 15, § 1, of this law, are exception of the companies referred to in Article 15, § 1, of this law, must required to comply with the Companies Code and its implementing decrees behaved in accordance with the provisions of the Companies Code and its with regard to the form, content, control and filing of the consolidated annual implementing decrees with regard to the form, content, control and filing of accounts and the management report consolidated. consolidated annual accounts and consolidated annual report. The content and extent of their obligations are determined on the basis The content and scope of their obligations are determined on the basis of criteria relating to staff employed, annual turnover and balance sheet of the same criteria regarding staff numbers, annual turnover and balance total provided for for companies subject to the Code of companies. sheet total as those that apply to companies subject to the Companies Code. The King may extend the scope of the preceding paragraph to companies The King may extend the scope of the provisions referred to in the other than those referred to in Article 1. previous paragraph to other companies referred to in Article 1. § 2. The King may adapt and supplement the rules laid down by virtue of § 2. The King may amend, supplement or grant full or partial exemption Articles 4, paragraph 6, and 9, § 2, 10 and 11, § 1, or provide for exemption from the rules laid down by Him on the basis of Articles 4, sixth paragraph, from all or part of these rules depending on the size of the companies, the 9, § 2, 10 and 11, § 1, depending on the size of the company as well as the branches of activity or the economic sectors. ". industries and economic sectors in which it operates. † Art. 11 Article 13 of the same law becomes article 12, it being understood art. 11. Article 13 of the same law becomes Article 12, on the that in paragraph 2 of this article, the words “article 7, paragraph 4, of understanding that in the second paragraph of that article the words "Article articles 10, 11, 1 ° and 3, and 12” are replaced by the words “article 9, § 2, 7, paragraph 4, Articles 10, 11, 1° and 3°, and 12" are replaced by the of articles 10 and 11”. words « Article 9, § 2, Article 10 and Article 11 ». Art. 12. Article 15 of the same law, modified by the law of July 1 , 1983, art. 12. Article 15 of the same law, amended by the law of 1 July 1983, becomes article 14, it being understood that the following modifications are becomes Article 14, on the understanding that the following amendments made to this article: are made to that article: 1° in the first sentence, the words “article 7, paragraph 4, and articles 10, 1° in the first sentence, the words "Article 7, paragraph 4, and Articles 11 and 12” are replaced by the words “article 9, § 2, articles 10 and 11”; 10, 11 and 12" are replaced by the words "Article 9, § 2, Articles 10 and 11"; 2° in the second sentence, the words “the undertakings referred to in 2° in the second sentence, the words of “the companies referred to in Article 12, §2” are replaced by the words “the companies and other Article 12, §2” are replaced by the words “companies and other companies undertakings which may be declared small in the sense that this term is that can be considered as small within the meaning of the Companies Code”. understood in the Company Code”. Art. 13. Article 16 of the of the same law, replaced by the law of 6 April art. 13. Article 16 of the same law, replaced by the law of 6 April 1995, 1995, becomes article 15, it being understood that the following modifications becomes Article 15, on the understanding that the following amendments are made to this article: are made to that article: 1° in § 1, the words “article 5 and articles 10 to 15, as well as the decrees 1° in § 1, the words "Article 5 and Articles 10 to 15 as well as the taken in execution of article 4, paragraph 6, and article 7, paragraph to 4” decisions taken in implementation of Article 4, sixth paragraph, and Article are replaced by the words “article 5 and articles 10, 11 and 12 to 14 as well 7, fourth paragraph" are replaced by the words "Article 5 and Articles 10 , as the decrees taken in execution of article 4, paragraph 6, and of 'article 9, 11 and 12 to 14 as well as the decisions taken pursuant to Article 4, sixth § 2'; paragraph, and Article 9, § 2 »; Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP 29617 2° in § 2, the words "Articles 5 and 12 are not applicable" are replaced by 2° in § 2, in the first paragraph, the words “Articles 5 and 12 do not apply” the words "Article 5 and Article 10, § 2, paragraph 2, are not applicable »; in are replaced by the words “Article 5 and Article 10, § 2, second paragraph are paragraph 2, the words “article 7, paragraph 4, article 10, § 1, article 11, 2°” not applicable”, and in the second paragraph, the words « Article 7, paragraph are replaced by the words “article 9 , § 2, article 10, § 2, first paragraph, article 4, Article 10, § 1, Article 11, 2° » are replaced by the words « Article 9, § 2, 11, § 2”. Article 10, § 2, first paragraph, Article 11, § 2 ». Art. 14. Article 17 of the same law becomes article 16, being art. 14. Article 17 of the same Act becomes Article 16, on the understanding understood that the following changes are made to this article: that the following amendments are made to that Article: 1° in the first paragraph, the words “article 7, paragraph 4” and “article 8, 1° in the first paragraph, the words "Article 7, paragraph 4" are replaced by §2” are replaced respectively by the words: “article 9, § 2” and “article 7, § 2”. "Article 9, § 2", and the words "Article 8, § 2" are replaced by the words "Article 2° in paragraph 2 the words “of articles 5 and 7” and the words “of articles 6, 8 7, § 2". and 9” are replaced respectively by the words “of articles 5 and 9” and the 2° in the second paragraph, the words "Articles 5 and 7" are always replaced words “of of articles 6, 7 and 8”. by the words "Articles 5 and 9", and the words "6, 8 and 9" are always replaced by the words "6, 7 and 8" . Art. 15. Article 2 of the law of 12 July 1989 containing various measures for art. 15. Article 2 of the Law of 12 July 1989 on various measures the application of Council Regulation (EEC) No 2137/85 of 25 July 1985 on the implementing Council Regulation (EEC) No 2137/85 of 25 July 1985 establishing establishment of a European grouping of interest is replaced by the following European Economic Interest Groups is replaced by the following provision: provision: "Art . 2. Subject to the provisions of Council Regulation (EEC) No 2137/85 of 25 July 1985 establishing European Economic Interest Groups, the provisions " Art. 2. Subject to the provisions of Council Regulation (EEC) No 2137/85 governing both the Constitutional Agreement, except for questions relating of 25 July 1985 on the establishment of a European economic interest grouping, to the state and capacity of natural persons and the capacity of legal persons, the rules which govern, on the one hand, the grouping contract, except for as well as the internal order of the partnership, as well as its liquidation and questions relating to the status and capacity of natural persons and the capacity the closing of the liquidation, those contained in the Companies Code relating of legal persons, on the other hand, the internal functioning of the grouping, as to economic partnerships. † well as its liquidation and the closure of the liquidation, are those contained in the Company Code concerning economic interest groups. ". CHAPTER IV. — Repealing provisions — Transitional provisions Entry into CHAPTER IV. — Termination provisions — Transitional arrangements force — Allocation of powers Entry into force — Assignment of powers First section. — Repealing provisions Section I. — Waiver provisions Art. 16. Book III, Title IX of the Civil Code is repealed. art. 16. Book III, Title IX of the Civil Code is hereby repealed. Art. 17. Book I, Title IX of the Commercial Code is repealed. art. 17. Book I, Title IX of the Commercial Code is hereby repealed. Art. 18. Articles 15ter, 15quater and 15quinquies of the law of art. 18. Articles 15ter, 15quater and 15quinquies of the Act of 20 September 20 September 1948 on the organization of the economy are repealed. 1948 concerning the organization of the business community are hereby repealed. Art. 19. in article 33 of the law of 22 July 1953 creating an Institute of art. 19. The following amendments are made to Article 33 of the Law of 22 auditors the following changes are made: July 1953 establishing an Institute of Registered Auditors: 1° § 2 is repealed; 2° § 3 becomes § 2. 1° § 2 is deleted; 2° § 3 becomes § 2. Art. 20. Articles 7, 12 and 17bis of the law of 17 July 1975 relating to art. 20. Articles 7, 12 and 17bis of the law of 17 July 1975 on the accounting accounting and the annual accounts of companies are repealed. and annual accounts of companies are repealed. Art. 21. The law of 12 July 1979 creating the agricultural society is repealed. art. 21. The Law of 12 July 1979 establishing the agricultural company company is dissolved. Art. 22. Articles 5, paragraph 2, 6, 7, 8, paragraph 1, 2° and 3°, paragraph art. 22. Articles 5, second paragraph, 6, 7, 8, first paragraph, 2° and 3°, 2, second sentence, and paragraph 3, and 17bis of the law of March 2, 1989 second paragraph, second sentence and third paragraph, and 17bis of the Law relating to the disclosure of major holdings in companies listed on the stock of 2 March 1989 on the disclosure of major shareholdings in listed companies exchange and regulating takeover bids are repealed. and to regulate public takeover offers. Articles 5, paragraph 3, and 8, paragraph 2, first sentence, 4 and 5, of the Articles 5, third paragraph, and 8, second paragraph, first sentence, fourth law of March 2, 1989 on the disclosure of major holdings in listed companies and fifth paragraphs, of the Act of 2 March 1989 on the disclosure of major on the stock exchange and regulating takeover bids are repealed insofar as shareholdings in listed companies and on the regulation of public takeover they apply to the companies referred to in article 515 of the Companies Code. offers are canceled insofar as they apply to the companies referred to in Article 515 of the Companies Code. Art. 23. The law of 17 July 1989 on interest groups art. 23. The law of 17 July 1989 on the economic economic is repealed. partnerships are terminated. Machine Translated 29618by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP Section II. — Transitional provisions and entry into force Section II. — Transitional arrangement and entry into force Art. 24. Existing companies are required to adapt their articles of association art. 24. Existing companies must adapt their articles of association to the to the Companies Code within three years after the entry into force of the Companies Code within three years after the entry into force of the Companies Companies Code. Code. As long as the articles of association have not been adapted, any statutory As long as the articles of association have not been amended, any statutory clause referring to texts repealed by this law or whose numbering has been clause that refers to provisions that have been repealed by this law or whose modified by the Company Code s will be read as referring to the new number of numbering has been changed by the introduction of the Company Code, shall be these texts, using the concordance table in the appendix. read as a reference to the new numbering of these texts. If the articles of association are not amended within three years, any interested If the articles of association have not been adapted to the Companies Code party may ask the court to dissolve the company. The court may, if necessary, within the aforementioned three-year period, any interested party may request grant the company a period of time to regularize its situation. the dissolution of the company before the court. Where appropriate, the court may grant the company a period in which to regularize its situation. Art. 25. This law comes into force on the date provided by the King and on the art. 25. This law shall enter into force on the date set by the King and at the later eighteen months after its publication in the Belgian Official Gazette. latest eighteen months after its publication in the Belgian Official Gazette. Section III. — Attribution de compe´tences Section III. — Authority Assignment Art. 26. The royal decrees implementing articles 15, § 6, 16, § 4, 92, § 1, 93, art. 26. The royal decrees implementing Articles 15, § 6, 16, § 4, 92, § 1, 93, 116, 117, § 1, 122, 123 and 149 of the Company Code s are taken on the 116, 117, § 1, 122, 123 and 149 of the Companies Code are adopted on the proposal of the Minister responsible for Economic Affairs and are also signed by proposal of the Minister responsible for Economic Affairs and are also signed by the Minister of Finance, the Minister of Justice and the Minister responsible for the Minister of Finance, the Minister of Justice and the Minister responsible for the Middle Classes. the Self-Employed. Art. 27. The King may adapt the references of laws and royal decrees to the art. 27. The King can adjust the references in laws and royal decrees to provisions set out in the Companies Code using the concordance table in the provisions that have been included in the Companies Code, using the attached appendix. correlation table. The King may also adapt the references to the “participating association” and In addition, the King can adapt the references to the "association by way of the “temporary association” to the new terminology of the Companies Code. The participation" and to the "temporary association" to the new terminology of the same goes for the new term “common law company”. Companies Code. The same applies to the new term « partnership ». Let us promulgate the present law, order that it be covered with the seal of the Promulgate this law, decree that it shall be sealed with the nation's seal State and published by the Belgian Monitor. and will be published by the Belgian Official Gazette . Given in Brussels, May 7, 1999. Given in Brussels, May 7, 1999. Brussels, 7 May 1999. Brussels, 7 May 1999. ALBERT ALBERT By the King: From the King's way: The Minister of Justice, T. The Minister of Justice, T. VAN PARYS VAN PARYS Sealed with the seal of the State: Sealed with the National Seal: The Minister of Justice, T. The Minister of Justice, T. VAN VAN PARYS PARYS Note Note (1) See: (1) See : House of Representatives Papers: — 1838 — Printed documents of the Chamber of Representatives : — 1838 98/99: — 98/99 : — Nos. 1 to 3 : Bill. — Nos . 1 to 3: Bill. — Nos . 4 to 9: Amendments. — Nos. 4 to 9 : Amendments. — No. 10: Report. - Nr. 10: Report. — No. 11: Text adopted by the committee. — No. 11 : Text adopted by the committee. — No. 12: Text adopted in plenary session and transmitted to the Senate. — No. 12 : Text adopted in plenary session and forwarded to the Senate. House Records : March 31 and April 1, 1999. Debates of the Chamber : March 31 and April 1, 1999. Senate Document: dr. St. of the Senate: 1-1349 — 1998/1999 : 1-1349 — 1998/1999 : — No. 1: Draft sent by the House of Representatives. — No. 1 : Draft sent by the Chamber of Deputies. — No. 2: Project not mentioned by the Senate. — No. 2: Draft not evoked by the Senate. Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP 29619 Annex 1 Attachment 1 Table of contents of the Companies Code Table of contents of the Companies Code BOOK I: Introductory provisions BOOK I : Preliminary Provisions Title I: Company and legal personality Title I : Company and legal personality Title II: Definitions Title II : Definitions Chapter I. Listed companies Chapter I. Listed companies Chapter II. Control, Chapter II. Control, parent companies and parent and subsidiaries Section I. Control Section II. Consortium subsidiaries Section I. Control Section III. Affiliated and Associated Companies Section IV. Section II. Consortium Participation and shareholding relationship Chapter III. Size of Section III. Socie´te´s lie´es and associe´es companies and groups Section I. Small companies Section II. Small Section IV. Participation and participation link Chapter groups Title III : General criminal provision BOOK II : Provisions III. Size of societies and groups Section I. Small companies common to all companies Title I : General provisions Title II : Obligations of partners towards each other Titre III : The different Section II. Small groups ways in which the partnership ends BOOK III : The partnership, the Title III: General penal provision BOOK II: temporary partnership and the silent partnership commercial company Provisions common to all companies Title I: General provisions Title I : Definitions Title II: Commitments between partners Title III : On the different ways in which society ends BOOK III: The common law company, the temporary company and the internal company Title I: Definitions Title II: Proof Title II : Evidence Title III: Liability of partners Titre III : Liability of the partners Titre IV : Liquidation Title IV : Liquidation BOOK IV: Provisions common to legal persons governed by this code BOOK IV : Provisions common to legal entities regulated in this Code Title I: Provisions of private international law Title II: Title I : International private law provisions Title II : Commitments made on behalf of a company in formation Title III: Commitments in the name of a company in formation Title III : Bodies Organs Chapter I. Representation of companies Chapter II. Rules of Chapter I. Representation of companies Chapter II. Rules of deliberation and deliberation and sanctions Title IV: Name of companies sanction Title IV : The name of a company Title V : Incorporation and disclosure formalities Chapter I. Form of the deed of incorporation Chapter II. Disclosure formalities Section I. Belgian companies Subsection I. Title V: Constitution and formalities of publication Disclosure formalities upon incorporation Chapter I. Form of the constitutive act Chapter II. Publicity formalities Section I. Belgian companies Sub-section I. Formalities of publication on the occasion of the incorporation Subsection II. Other publicity formalities Sub-section Subsection II. Other disclosure formalities Subsection III. III. Opposability Objection Subsection IV. Some references to be included in the Subsection IV. Of certain indications to be made in the acts documents Section II. Foreign companies with a branch in Belgium Section II. Foreign companies with a branch in Belgium Subsection I. Disclosure formalities when opening a branch Subsection II. Other disclosure formalities Subsection III. Method of disclosure Subsection IV. Subsection I. Publicity formalities on the occasion of the opening Any statements to be included in the documents from branches of the branch Subsection II. Other publicity formalities Sub-section III. Terms of advertising Subsection IV. Certain indications to be made in deeds emanating from branches Section III. foreign companies that publicly appeal to Section III. Foreign companies that have a public savings in Belgium without having a branch there Chapter III. rely on savings but do not have a branch Chapter III. Criminal provisions Penal provisions Title VI: Annual accounts and consolidated Title VI : The annual accounts and the consolidated accounts Chapter accounts Chapter I. Annual accounts, management report I. Annual accounts, annual report and disclosure obligations and publication formalities Section I. Annual accounts Section II. Management report Section III. Publicity formalities Sub-section I. Belgian companies Sub- section II. Foreign companies Section I. The annual accounts Section II. The annual report Section III. Disclosure obligations Subsection I. Belgian companies Subsection II. Foreign companies Machine Translated 29620by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP Chapter II. The consolidated accounts, the management report and the Chapter II. Consolidated financial statements, annual report and public publicity formalities making obligations Section I. Scope Section II. General: Section I. Scope Section II. the obligation of consolidation Section III. Scope of General : the consolidation obligation Section III. Scope consolidation and consolidated accounts Section IV. Management of consolidation and consolidated annual accounts Section IV. Annual report on the consolidated accounts Section V. Publication Report on the Consolidated Financial Statements Section V. formalities Chapter III. Royal decrees implementing this title and Disclosure Obligations Chapter III. Royal decrees taken in exceptions implementation of this title and exceptions Chapter IV. Criminal provisions Title VII : Auditing of the annual accounts and of the consolidated annual Chapter IV. Penal provisions Title accounts Chapter I. General provisions on auditing Section I. Appointment VII: Audit of annual accounts and consolidated accounts Section II. Remuneration Section III. Dismissal Section IV. Powers Section V. Liability Chapter II. Audit of the annual accounts Chapter III. Audit of the Chapter I. General provisions on control Section I. Nomination consolidated annual accounts Section I. General regulations Section II. Royal Decrees regarding the control of Section II. Re´mune´ration Section III. De´mission and re´vocation Section IV. Jurisdiction Section V. Liability Chapter II. Audit of the annual accounts Chapter III. Audit of consolidated accounts Section I. General scheme Section II. Royal Decrees relating to the audit of the consolidated accounts the consolidated financial statements Chapter IV. Control in companies where there is a works council Chapter IV. Control in companies where a works council has been established Section I. Nature of control Section II. Companies where a Section I. Nature of control statutory auditor has been appointed Section III. Companies where no Section II. Companies where a commissioner is appointed auditor has been appointed Section IV. Royal Decrees regarding the Section III. Companies where no commissioner has been appointed control of Section IV. Royal decrees relating to the control in the companies where it there is a works council companies where a works council has been established Chapter V. Individual powers of investigation and control of shareholders Chapter V. Individual investigative and audit powers of partners Chapter VI. Expert-verifiers Chapter Chapter VI. Experts Chapter VII. Penal provisions Title VIII: VII. Criminal provisions Title VIII : Procedure and effects of nullity of companies and decisions Procedure and consequences of invalidity of companies and of decisions of the general assembly of the general meeting Chapter I. Procedure and consequences of invalidity Chapter I. Procedure and effects of the nullity of companies and of companies and of agreed amendments to company deeds Chapter II. conventional amendments to company deeds Procedure and consequences of nullity of decisions Chapter II. Procedure and effects of the nullity of the decisions of the general meeting of the general meeting Title IX : Title IX: Dissolution and Liquidation Chapter I. Dissolution and liquidation Chapter I. Liquidation proposal Chapter II. Judicial dissolution Proposed dissolution Chapter II. The of companies that are no longer active judicial dissolution of no longer active companies Chapter Chapter III. Liquidation Chapter III. The liquidation Chapter IV. IV. Penal provision Title X: Actions Penal provision Title X : Legal and prescriptions BOOK V: The claims and prescription BOOK V : The general partnership and the limited partnership general partnership and the ordinary limited partnership Title I : Definitions simple Title I: Definitions Title II: Responsibilities Title II : Liability Title III: Transfer of shares Title III : Transfer of shareholding BOOK VI: The private limited liability company BOOK VI : The Private Limited Liability Company Title I: Nature and qualification Title I : Nature and qualification Title II: Constitution Title II : Incorporation Chapter I. Amount of capital Chapter I. Amount of capital Chapter II. Chapter II. Capital subscription Section Placement of capital Section I. Full I. Entire Subscription Section II. Contribution placement Section II. Contribution in kind in kind Section III. Quasi-contribution Section III. Quasi-contribution Chapter III. Chapter III. Release of capital Chapter IV. Payment of the capital Chapter IV. Formalities of incorporation Chapter V. Incorporation formalities Chapter V. Nullity Nullity Chapter VI. Responsibilities Chapter VI. Liability Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP 29621 Title III: Titles and their transfer Title III : Securities and their transfer and transfer Chapter I. Chapter I. General provisions Chapter II. General provisions Chapter II. Shares Section I. General Units Section I. General Provisions Section Provisions Section II. Shares without voting rights Chapter III. II. Units without voting rights Chapter III. Certificates Certificates Chapter IV. Obligations Chapter V. Transfers of securities Section I. Transfer in general Section II. Transfer of shares inter vivos Chapter IV. Bonds Chapter V. Section III. Transfer of shares mortis causa Transfer and transfer of securities Section I. Transfer and transfer Section IV. Transfer of obligations Title IV: Organs of shares : general Section II. Transfer of shares among living Section III. Chapter I. Management and representation bodies Transfer of shares as a result of death Section IV. Transfer of bonds Title IV : Section I. Status of managers Section II. Competences and Bodies Chapter I. Bodies of management and representation Section I. Statute of functioning Section III. Responsibilities Chapter II. General the managers Section II. Competence and procedure Section III. Liability Chapter meeting of shareholders Section I. Common provisions Sub- II. General meeting of partners Section I. Common provisions Subsection I. Powers section I. Competences Sub-section II. Convening of the general Subsection II. Convocation of the general meeting Subsection III. Participation in meeting Sub-section III. Participation in the general meeting Sub- the general meeting Subsection IV. Conduct of the general meeting Subsection V. section IV. Holding of the general meeting Sub-section V. Procedures Method of exercising voting rights Section II. Ordinary General Meeting Section III. for exercising the right to vote Section II. Ordinary General Meeting Extraordinary General Meeting Subsection I. Amendment of the Articles of Section III. Extraordinary General Meeting Sub-section I. Modification Association: General Subsection II. Change of purpose Subsection III. Change of of the articles of association in general Sub-section II. Modification rights attached to securities Chapter III. Company claim and minority claim Section of the corporate purpose Sub-section III. Modification of the rights I. Company claim Section II. Minority claim Chapter IV. General Meeting of attached to the securities Bondholders Section I. Powers Section II. Convocation of the general meeting Section III. Participation in the general meeting Section IV. Conduct of the general meeting Section V. Method of exercising the voting rights Title V : Capital Chapter I. Capital increase Section I. Common provisions Section II. Capital increase by way of cash contribution Subsection I. Pre-emptive rights Subsection II. Deposit of the contribution in cash Section III. Capital increase by way of contribution in kind Section IV. Liability Chapter II. Capital reduction Chapter III. Maintenance of the share capital Section I. Profit distribution Subsection I. Creation of a reserve fund Subsection II. Distributable Profits Section II. Acquisition of own shares or depositary Chapter III. Social action and minority action Section I. social action receipts Subsection I. Conditions of acquisition Subsection II. Status of the acquired shares or depositary receipts Subsection III. Entries in the company deeds Subsection Section II. Minority action IV. Financing the acquisition of own shares Chapter IV. General Meeting of Bondholders Section I. Competences Section II. Convening of the general meeting Section III. Participation in the general meeting Section IV. Holding of the general meeting Section V. Modalities for exercising the right to vote Title V: Capital Chapter I. Capital increase Section I. Common Provisions Section II. Capital increase by contributions in cash Sub-section I. Right of preference Sub-section II. Release of contributions in cash Section III. Capital increase by contribution in kind Section IV. Responsibilities Chapter II. Capital reduction Chapter III. Maintenance of share capital Section I. Beneficiary distribution Sub-section I. Constitution of a reserve fund Subsection II. Distributable profits Section II. From the acquisition of own shares or certificates Sub-section I. Acquisition conditions Sub-section II. Fate of units or certificates acquired Sub-section III. Mentions in social documents Subsection IV. Financing of the acquisition of shares or own certificates by a third party Sub-section V. Pledge of shares or own certificates Sub-section VI. Redemption of len or certificates by a third party shares without voting rights Subsection V. Pledge of own shares or depositary receipts Subsection VI. Repurchase of own shares without voting rights Section III. Loss of share capital Title VI : Dispute settlement Chapter I. Exclusion Chapter II. The withdrawal Chapter III. Publication Title Section III. Social losses Title VI: The VII : Duration and dissolution procedure for resolving internal conflicts Chapter I. Exclusion Chapter II. Withdrawal Chapter III. From publication Title VII: Duration and dissolution Machine Translated 29622by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP Title VIII: Penal Provisions Title VIII : Penal provisions BOOK VII: The cooperative society BOOK VII : The cooperative company Title Title I: Provisions common to all cooperative societies I : Provisions common to all cooperative companies Chapter I. Nature and qualification Chapter II. Incorporation Section I. Full capital placement Chapter I. Nature and qualification Section II. Contents of the deed of incorporation Chapter III. Securities Chapter II. Constitution Section I. and their transfer and transfer Section I. General Section II. Transfer Entire Subscription Section II. Mentions of and transfer of shares Chapter IV. Changes in the list of partners and the deed of company in the capital Chapter III. Titles and their transfer Section I. General Provisions Section II. Transfer of shares Chapter IV. Changes in the composition of the company and the social fund Section I. Changes in the composition of the company Section Section I. Changes in the list of partners Section II. Redemption of shares Section III. Changes in the payment of II. Distribution of the value of the shares Section III. capital Chapter V. Bodies and control Section I. Management Changes in paid-up capital Chapter V. Bodies and control Section II. General meeting of shareholders Section III. Control Section I. Governance Section II. General meeting of Chapter VI. Duration and dissolution Chapter VII. Penal partners Section III. Control Chapter VI. Duration and provisions Title II: Provisions specific to the cooperative dissolution Chapter VII. Criminal provisions Title II : company with limited liability Provisions specific to cooperative companies with limited liability Chapter I. Incorporation Section I. The fixed and variable part of the capital Section II. Placement of capital Subsection I. General Subsection II. Contribution in kind Subsection III. Quasi-contribution Section III. Payment of capital Section IV. Forms of Chapter I. Constitution incorporation Section V. Invalidity Section VI. Liability Chapter II. Bodies Section I. Fixed part and variable part of the Section I. Powers of representation Section II. Liability Section III. capital Section II. Capital subscription Sub-section General meeting of partners Subsection I. Information from the partners I. General provision Sub-section II. Contribution Subsection II. Conduct of the general meeting Subsection III. Change of in kind Sub-section III. Quasi-contribution Section purpose Subsection IV. Postponement of the general meeting Section III. Release of capital Section IV. Incorporation IV. Company claim and minority claim Subsection I. Company claim formalities Subsection II. Minority claim Chapter III. Capital Section I. Capital Increase Section II. Reduction of the fixed portion of the capital Section Section V. Nullite´ III. Capital maintenance Subsection I. Distribution of the value of shares Section VI. Responsibilities Subsection II. The distribution of profits Subsection III. Financing the Chapter II. Organs Section purchase of own shares by third parties I. Powers of representation Section II. Responsibilities Section III. General meeting of shareholders Sub-section I. Information of partners Subsection II. Holding of the general meeting Sub-section III. Modification of the corporate purpose Sub-section IV. Prorogation of the general meeting Section IV. Social action and minority action Subsection I. social action Subsection II. Minority action Chapter III. Capital Section I. Capital increase Section II. Reduction of the fixed part of the capital Section III. Maintenance of capital Sub- section I. Reimbursement of the value of the units Sub-section II. Distribution of beneficiaries Sub-section III. Financing of the purchase of own shares by third parties Subsection IV. Social losses Chapter Subsection IV. Loss of share capital Chapter IV. Criminal IV. Penal provisions Title III: Changes provisions Title III : Amendment of the liability of the partners in the liability of the partners of a cooperative company BOOK VIII: The of public limited company Title I: Nature and qualification Title II: Constitution a cooperative company BOOK VIII : The limited liability company Title I : Nature and qualification Title II : Incorporation Chapter I. Amount of capital Chapter I. Amount of capital Chapter II. Placement of capital Section I. Chapter II. Capital subscription Full placement Section II. Contribution in Section I. Entire Subscription Section II. kind Section III. Quasi-contribution Chapter Contribution in kind Section III. Quasi- III. Deposit of capital contribution Chapter III. Release of capital Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP 29623 Chapter IV. Formalities of incorporation Chapter IV. Incorporation formalities Section I. Constitution process Section I. Form of incorporation Section Section II. Mentions of the deed of company II. Mentions in the deed of incorporation Chapter V. Chapter V. Nullity Nullity Chapter VI. Liability Title III : Securities and Chapter VI. Responsibilities their transfer and transfer Chapter I. General Title III: Titles and their transfer provisions Chapter II. The shape of effects Chapter I. General provisions Chapter II. Of the form of titles Section I. Nominative Securities Section II. Section I. Registered Securities Bearer securities Section III. Section II. Bearer securities Section Dematerialized securities Chapter III. III. Dematerialized securities Chapter III. Of the different categories of titles Section I. Classes of securities Section I. Shares Actions Subsection Ire. Actions in general Sub- Subsection I. General Subsection II. Shares section II. Shares without voting rights Section II. without voting rights Section II. Profit-sharing Profit shares Section III. Obligations Sub-section I. certificates Section III. Bonds Subsection I. Resolutory condition Resolutive condition Subsection II. Premium Bonds Subsection III. Convertible bonds Subsection IV. Mortgage bonds Section IV. Subsection II. Premium bonds Sub-section Warrants Section V. Certificates Chapter IV. III. Convertible bonds Sub-section IV. Mortgage Transfer and transfer of securities Section I. bonds Section IV. Subscription rights Section V. General Section II. Legal restrictions on the free Certificates transferability of securities Section III. Conventional restrictions on the free transferable Chapter IV. Transfers of securities Section I. Transfer in general Section II. Legal restrictions on the negotiability of securities Section III. Conventional restrictions on the negotiability of securities ness of securities Section IV. The forced sale of securities Section IV. Forced sale of securities Section V. Section V. Publication of major holdings Title IV: Disclosure of significant shareholdings Title IV : Bodies Chapter Bodies Chapter I. Administration and daily management I. Management and day-to-day management Section I. Board of Section I. board of directors directors Subsection I. Statute of directors Subsection II. Competence and procedure Section II. Day-to-day management Subsection I. Status of directors Section III. Exceeding the target Section IV. Liability Chapter II. Subsection II. Competences and functioning General meeting of shareholders Section I. Common provisions Section II. Daily management Section III. Exceeding Subsection I. Powers Subsection II. Convocation of the general the corporate purpose Section IV. Responsibilities meeting Subsection III. Participation in the general meeting Chapter II. General meeting of shareholders Section Subsection IV. Conduct of the general meeting Subsection V. I. Common provisions Sub-section I. Competences Method of exercising voting rights Section II. Ordinary General Sub-section II. Convening of the general meeting Meeting Section III. Special General Meeting Section IV. Sub-section III. Participation in the general meeting Extraordinary General Meeting Subsection I. Amendment of the Sub-section IV. Holding of the general meeting Sub- Articles of Association: General Subsection II. Change of purpose section V. Modalities for exercising the right to vote Subsection III. Change of rights attached to securities Chapter III. Section II. Ordinary General Meeting Section III. Special Company claim and minority claim Section I. Company claim General Assembly Section IV. Extraordinary General Section II. Minority claim Chapter IV. General Meeting of Meeting Sub-section I. Modification of the articles of Bondholders Section I. Powers Section II. Convocation of the association in general Sub-section II. Modification of the general meeting Section III. Participation in the general meeting corporate purpose Sub-section III. Modification of the Section IV. Conduct of the general meeting Section V. Method of rights attached to the securities exercising the voting rights Title V : Capital Chapter I. Capital increase Section I. Common provisions Section II. Capital increase by way of cash contribution Subsection I. Pre-emptive rights Chapter III. Social action and minority action Section I. social action Section II. Minority action Chapter IV. Of the general meeting of bondholders Section I. Competences Section II. Convening of the general meeting Section III. Participation in the general meeting Section IV. Holding of the general meeting Section V. Modalities for exercising the right to vote Title V: Capital Chapter I. Capital increase Section I. Common Provisions Section II. Capital increase by contributions in cash Sub-section I. Right of preference Machine Translated 29624by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP Subsection II. Exceptions to the preferential right Sub- Subsection II. Restriction of the pre-emptive right section III. Release of contributions in cash Section III. Subsection III. Deposit of the contribution in cash Capital increase by contribution in kind Section IV. The Section III. Capital increase by way of contribution in kind Section authorized capital Sub-section I. Principles Sub-section II. IV. The authorized capital Subsection I. Principles Subsection II. Restrictions Restrictions Subsection III. Mentions in the annual report Section V. Capital increase for the benefit of personnel Section VI. Liability Subsection III. Mentions in the management report Chapter II. Capital reduction Chapter III. Redemption of the capital Section V. Capital increase intended for staff Section VI. Chapter IV. Capital maintenance Section I. Profit distribution Responsibilities Chapter II. Capital reduction Chapter III. Subsection I. Creation of a reserve fund Subsection II. Distributable Amortization of capital Chapter IV. Maintenance of capital profits Subsection III. Interim dividends Subsection IV. Sanction Section I. Beneficiary distribution Sub-section I. Constitution Section II. Acquisition of own securities Subsection I. Acquisition of a reserve fund of own securities by the public limited liability company itself Subsection II. Purchase of securities from a limited partner Subsection II. Distributable profits Subsection III. Interim dividend Sub-section IV. Sanction Section II. Acquisition of own securities Sub- section I. Acquisition of own securities by the public limited company itself Sub-section II. Purchase of securities of a public limited company by a company directly controlled subsidiary by a directly controlled subsidiary Subsection III. Financing by a public limited company of the acquisition Subsection III. Financing by a public limited company for the acquisition sale of its securities by a third of its securities by a third party party Sub-section IV. Pledge of own securities Subsection IV. Pledge of own securities Section III. Section III. Cross-shareholdings Section IV. Cross-shareholdings Section IV. Loss of share capital Losses of share capital Title VI: The procedure Title VI : Dispute settlement Chapter I. Scope Chapter for resolving internal conflicts Chapter I. Scope Chapter II. II. The exclusion Chapter III. The withdrawal Chapter Exclusion Chapter III. Withdrawal Chapter IV. From IV. Publication Title VII : Duration and dissolution Title publication Title VII: Duration and dissolution VIII : Penal provisions BOOK IX : Limited partnerships with shares BOOK X : Companies with a social purpose Chapter I. Nature and qualification Title VIII: Penal Provisions BOOK IX: The partnership limited by shares BOOK X: Societies with a social purpose Chapter I. Nature and qualification Chapter II. Special rules for the capital of a company with a social Chapter II. Special rules regarding the capital of the company with a purpose social purpose Chapter III. Conversion of a non-profit association Chapter III. Transformation of a non-profit association into company with a social in a company with a social purpose purpose BOOK XI: Restructuring of BOOK XI : Restructuring of companies Title I : companies Title I: Introductory provision and Introductory provision and definitions Chapter I. definitions Chapter I. Introductory provision Introductory provision Chapter II. Definitions Section Chapter II. Definitions Section I. Mergers I. Mergers Section II. Divisions Section III. Assimilated transactions Section IV. Contribution of a generality Section II. Splits or of a sector Title II : Regulations regarding mergers, Section III. Assimilated operations divisions and equivalent transactions Chapter I. Section IV. Universality or branch of activity contributions Title II: Common provisions Section I. Merger or division of companies in Regulation of mergers, demergers and similar operations Chapter I. liquidation or of companies declared bankrupt Section II. Legal Common provisions Section I. Merger or demerger of companies in consequences of merger and division Section III. Objection of the merger liquidation or bankruptcy or division Section IV. Security Section V. Liability Section VI. Nullity of the merger or demerger Chapter II. Procedure to be followed in the event of a merger of companies Section I. Procedure in the event of a Section II. Effects of the merger or demerger merger by acquisition Section II. Procedure in the event of a merger by Section III. Opposability of the merger or demerger incorporation of a new company Section III. Procedure for transactions Section IV. Securing security assimilated to a merger by acquisition Section V. Liability Section VI. Nullity of the merger or demerger Chapter II. Procedure to be followed when merging companies Section I. Merger procedure by absorption Section II. Merger procedure by incorporation of a new company Section III. Procedure for operations assimilated to the merger of companies Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP 29625 Chapter III. Procedure to be followed when dividing companies Chapter III. Procedure to be followed in the event of a company split Section I. Demerger procedure by absorption Section I. Procedure in the event of a division by acquisition Section II. Division procedure by incorporation of new companies Section II. Procedure in case of demerger by establishing new companies Section III. Mixed division procedure Section III. Procedure for mixed cleavage Title III: Contributions of universality or branch of activity Title III : Contribution of a generality or of an industry Chapter I. Procedure Chapter I. Procedure Chapter II. Effects Chapter II. Legal consequences Chapter III. Opposability Chapter III. objectivity Chapter IV. Securing security Chapter IV. security Chapter V. Liability Chapter V. Liability Chapter VI. Contribution made by a natural person Chapter VI. Contribution made by a natural person Chapter VII. Chapter VII. Sanction Sanctions regulation Title IV : Transfers of a generality or of an Title IV: Transfers of universality and branch of activity industry Title V: Exceptional Provisions Title V : Exceptions Title VI: Penal Provisions Title VI : Penal provisions BOOK XII: The Transformation of Societies BOOK XII : Conversion of companies Title I: Introductory provisions Title I : Preliminary provisions Title II: Formalities preceding the decision to transform a company Title II : Formalities preceding the decision to convert a company Title III: Transformation decision Title III : Transposition decision Title IV: Liability on the occasion of the transformation Title IV : Liability upon conversion Title V: Provision specific to the general partnership Title V : Provision specific to the general partnership Title VI: Penal Provisions Title VI : Penal provisions BOOK XIII: The agricultural society BOOK XIII : The Agricultural Company Title I: Nature and qualification Title I : Nature and qualification Title II: Constitution and formation of capital Title II : Incorporation and composition of the capital Title III: Titles and their transfer Title III : Securities and their transfer and transfer Chapter I. Shares Chapter II. Chapter I. Shares Transfer of shares Chapter II. Transfer and transfer of shares Title IV: Bodies and control Title IV : Bodies and control Chapter I. Management and representation Chapter I. Governance and Representation Chapter II. General meeting of shareholders Chapter II. General meeting of partners Chapter III. Control Title V: Beneficiary distribution Chapter III. Check Title V : The distribution of profit Title VI: Dissolution Title VI : Dissolution Title VII: Miscellaneous provisions Title VII : Provisions of different nature BOOK XIV: The economic interest grouping BOOK XIV : The Economic Interest Group Title I: Nature and qualification Title I : Nature and qualification Title II: Constitution Title II : Founding Title III: Withdrawals and exclusions Title III : Withdrawal and exclusion Title IV: Management and representation Title IV : Governance and Representation Chapter I. Managers Chapter I. The business managers Chapter II. The assembly of members Chapter II. The meeting of the members Title V : Titre V : Dissolution Dissolution Title VI: Prohibitions and special requirements Title VI : Special Prohibitions and Mandatory Provisions Title VII: Penal Provisions Title VII : Penal provisions BOOK XV: Miscellaneous and transitional provisions BOOK XV : Miscellaneous and transitional provisions Title I: Miscellaneous provisions Title I : Miscellaneous provisions Title II: Transitional provisions Title II : Transitional provisions Machine Translated 29626by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP Annex 2 Appendix 2 Code civil Company code Civil Code Company Code alumni Old Art. 1832 Article 1er Art. 1832 Article 1 Art. 2 Art. 2 Art. 1833 Art. 18 Art. 1833 Art. 18 Art. 1834 Art. 49 Art. 1834 Art. 49 Art. 1835 a` 1842 Abroge´s Article 1835 to 1842 Cancelled Art. 1843 Art. 20 Art. 1843 Art. 20 Art. 1844 Art. 21 Art. 1844 Art. 21 Art. 1845 Art. 22 Art. 1845 Art. 22 Art. 1846 Art. 23 Art. 1846 Art. 23 Art. 1847 Art. 24 Art. 1847 Art. 24 Art. 1848 Art. 25 Art. 1848 Art. 25 Art. 1849 Art. 26 Art. 1849 Art. 26 Art. 1850 Art. 27 Art. 1850 Art. 27 Art. 1851 Art. 28 Art. 1851 Art. 28 Art. 1852 Art. 29 Art. 1852 Art. 29 Art. 1853 Art. 30 Art. 1853 Art. 30 Art. 1854 Art. 31 Art. 1854 Art. 31 Art. 1855 Art. 32 Art. 1855 Art. 32 Art. 1856 Art. 33 Art. 1856 Art. 33 Art. 1857 Art. 34 Art. 1857 Art. 34 Art. 1858 Art. 35 Art. 1858 Art. 35 Art. 1859 Art. 36 Art. 1859 Art. 36 Art. 1860 Art. 37 Art. 1860 Art. 37 Art. 1861 Art. 38 Art. 1861 Art. 38 Art. 1862 Art. 51 Art. 1862 Art. 51 Art. 1863 Art. 52 Art. 1863 Art. 52 Art. 1864 Art. 50 Art. 1864 Art. 50 Art. 1865 Art. 39 Art. 1865 Art. 39 Art. 1866 Art. 40 Art. 1866 Art. 40 Art. 1867 Art. 41 Art. 1867 Art. 41 Art. 1868 Art. 42 Art. 1868 Art. 42 Art. 1869 Art. 43 Art. 1869 Art. 43 Art. 1870 Art. 44 Art. 1870 Art. 44 Art. 1871 Art. 45 Art. 1871 Art. 45 Art. 1872 Art. 55 Art. 1872 Art. 55 Art. 1873 Art. 18 Art. 1873 Art. 18 Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29627 LCSC Company code Friend. W. Company Code Article 1er Art. 3 Article 1 Art. 3 Art. 18 Art. 18 Art. 2 Art. 2 Art. 2 Art. 2 Art. 3 Art. 2, § 1er Art. 3 Art. 2, § 1er Art. 4 Art. 66 Art. 4 Art. 66 Art. 5 Art. 49 Art. 5 Art. 49 Art. 6 Art. 67, 72 Art. 6 Art. 67, 72 Art. 68 Art. 68 Art. 7 Art. 69 Art. 7 Art. 69 Art. 8 Art. 67, 71 Art. 8 Art. 67, 71 Art. 9 Art. 69 Art. 9 Art. 69 Art. 10 Art. 67, 68, 73, 76 Art. 10 Art. 67, 68, 73, 76 Art. 11 Art. 58 Art. 11 Art. 58 Art. 11a Art. 66 Art. 11a Art. 66 Art. 12 Art. 74, 75, 76, 89, 173, 179, 195, Art. 12 Art. 74, 75, 76, 89, 173, 179, 195, 342, 513, 644 342, 513, 644 Art. 13 Art. 61, 77, 568 Art. 13 Art. 61, 77, 568 Art. 13bis Art. 60 Art. 13bis Art. 60 Art. 13ter Art. 227, 228, 454, 455 Art. 13ter Art. 227, 228, 454, 455 Art. 13quater Art. 172, 174, 177 Art. 13quater Art. 172, 174, 177 Art. 13quinquies Art. 175 Art. 13quinquies Art. 175 Art. 14 Abroge´ Art. 14 Cancelled Art. 15 Art. 201 Art. 15 Art. 201 Art. 16 Art. 65 Art. 16 Art. 65 Art. 17 Art. 204 Art. 17 Art. 204 Art. 18 Art. 202 Art. 18 Art. 202 Art. 19 Art. 65 Art. 19 Art. 65 Art. 20 Art. 205 Art. 20 Art. 205 Art. 21 Art. 206 Art. 21 Art. 206 Art. 22 Art. 207 Art. 22 Art. 207 Art. 23 Art. 207 Art. 23 Art. 207 Art. 24 Art. 209 Art. 24 Art. 209 Art. 25 Art. 208 Art. 25 Art. 208 Art. 26 Art. 437, 438 Art. 26 Art. 437, 438 Art. 27 Art. 65 Art. 27 Art. 65 Art. 28 Art. 65 Art. 28 Art. 65 Art. 29 Art. 439, 441, 442, 443, 448, 453 Art. 29 Art. 439, 441, 442, 443, 448, 453 Art. 29bis Art. 444, 449 Art. 29bis Art. 444, 449 Art. 29ter Art. 440 Art. 29ter Art. 440 Art. 29quater Art. 445, 446, 447, 458, 535 Art. 29quater Art. 445, 446, 447, 458, 535 Art. 30 Art. 453 Art. 30 Art. 453 Art. 31 Art. 450 Art. 31 Art. 450 Art. 32 Art. 451 Art. 32 Art. 451 Art. 33 Art. 452 Art. 33 Art. 452 Machine Translated 29628by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP Art. 33bis Art. 535, 557, 581, 582, 603, 604, Art. 33bis Art. 535, 557, 581, 582, 603, 604, 605, 606, 607 605, 606, 607 Art. 34 Art. 535, 584, 585, 586, 587, 588, Art. 34 Art. 535, 584, 585, 586, 587, 588, 589, 590, 600, 601, 602 589, 590, 600, 601, 602 Art. 34bis Art. 535, 592, 593, 594, 595, 596, Art. 34bis Art. 535, 592, 593, 594, 595, 596, 597, 598, 599 597, 598, 599 Art. 35 Art. 456, 459, 610, 611 Art. 35 Art. 456, 459, 610, 611 Art. 35bis Art. 314, 457, 610 Art. 35bis Art. 314, 457, 610 Art. 41 Art. 460, 468, 476, 478, 483, 510, Art. 41 Art. 460, 468, 476, 478, 483, 510, 511, 512 511, 512 Art. 42 Art. 463 Art. 42 Art. 463 Art. 43 Art. 235, 461, 465, 504 Art. 43 Art. 235, 461, 465, 504 Art. 43bis Art. 503 Art. 43bis Art. 503 Art. 43ter Art. 234, 464 Art. 43ter Art. 234, 464 Art. 44 Art. 466, 467 Art. 44 Art. 466, 467 Art. 45 Art. 504 Art. 45 Art. 504 Art. 46 Art. 462, 477 Art. 46 Art. 462, 477 Art. 47 Art. 484, 505, 508, 509 Art. 47 Art. 484, 505, 508, 509 Art. 48 Art. 476, 480, 481, 482, 626 Art. 48 Art. 476, 480, 481, 482, 626 Art. 50 Art. 463, 465, 466, 468, 508 Art. 50 Art. 463, 465, 466, 468, 508 Art. 51 Art. 479, 506 Art. 51 Art. 479, 506 Art. 52 Art. 507 Art. 52 Art. 507 Art. 52bis Art. 620, 621, 622, 623, 625 Art. 52bis Art. 620, 621, 622, 623, 625 Art. 52ter Art. 629 Art. 52ter Art. 629 Art. 52quater Art. 630 Art. 52quater Art. 630 Art. 52quinquies Art. 627, 628, 631 Art. 52quinquies Art. 627, 628, 631 Art. 52sexies Art. 632, 878 Art. 52sexies Art. 632, 878 Art. 52septies Art. 609 Art. 52septies Art. 609 Art. 52octies Art. 469, 470, 471, 472, 473, 474, Art. 52octies Art. 469, 470, 471, 472, 473, 474, 475 475 Art. 53 Art. 517 Art. 53 Art. 517 Art. 54 Art. 522 Art. 54 Art. 522 Art. 55 Art. 518, 519 Art. 55 Art. 518, 519 Art. 56 Art. 520 Art. 56 Art. 520 Art. 60 Art. 523, 529 Art. 60 Art. 523, 529 Art. 60bis Art. 524 Art. 60bis Art. 524 Art. 61 Art. 61 Art. 61 Art. 61 Art. 62 Art. 527, 528 Art. 62 Art. 527, 528 Art. 63 Art. 525, 527 Art. 63 Art. 525, 527 Art. 63bis Art. 526 Art. 63bis Art. 526 Art. 63ter Art. 530 Art. 63ter Art. 530 Art. 64 Art. 130, 131, 134, 138, 141, 142, Art. 64 Art. 130, 131, 134, 138, 141, 142, 165, 166, 167 165, 166, 167 Art. 64bis Art. 133 Art. 64bis Art. 133 Art. 64ter Art. 134, 530 Art. 64ter Art. 134, 530 Art. 64quater Art. 135 Art. 64quater Art. 135 Art. 64quinquies Art. 135, 136 Art. 64quinquies Art. 135, 136 Art. 64sexies Art. 137, 138, 139 Art. 64sexies Art. 137, 138, 139 Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP 29629 Art. 64septies Art. 538, 540 Art. 64septies Art. 538, 540 Art. 64octies Art. 140 Art. 64octies Art. 140 Art. 65 Art. 143, 144 Art. 65 Art. 143, 144 Art. 66 Art. 561 Art. 66 Art. 561 Art. 66bis Art. 561, 562, 563, 564, 565 Art. 66bis Art. 561, 562, 563, 564, 565 Art. 66ter Art. 566 Art. 66ter Art. 566 Art. 66quater Art. 567 Art. 66quater Art. 567 Art. 67 Art. 63, 521 Art. 67 Art. 63, 521 Art. 70 Art. 531, 558 Art. 70 Art. 531, 558 Art. 70bis Art. 535, 559 Art. 70bis Art. 535, 559 Art. 70 ter Art. 540 Art. 70 ter Art. 540 Art. 70quater Art. 543, 562 Art. 70quater Art. 543, 562 Art. 71 Art. 535, 560 Art. 71 Art. 535, 560 Art. 72 Art. 612 Art. 72 Art. 612 Art. 72bis Art. 613, 614 Art. 72bis Art. 613, 614 Art. 72ter Art. 615 Art. 72ter Art. 615 Art. 73 Art. 189, 532, 533, 552 Art. 73 Art. 189, 532, 533, 552 Art. 74 Art. 536, 547, 548, 549, 550 Art. 74 Art. 536, 547, 548, 549, 550 Art. 74bis Art. 63, 539, 541, 546 Art. 74bis Art. 63, 539, 541, 546 Art. 74ter Art. 551 Art. 74ter Art. 551 Art. 75 Art. 542 Art. 75 Art. 542 Art. 76 Art. 544 Art. 76 Art. 544 Art. 77 Art. 92, 94, 95, 96, 143, 608, 616, Art. 77 Art. 92, 94, 95, 96, 143, 608, 616, 624, 874 624, 874 Art. 77bis Art. 617, 619, 874 Art. 77bis Art. 617, 619, 874 Art. 77ter Art. 618, 619, 874 Art. 77ter Art. 618, 619, 874 Art. 78 Art. 553, 874 Art. 78 Art. 553, 874 Art. 79 Art. 554, 555, 874 Art. 79 Art. 554, 555, 874 Art. 80 Art. 98, 100, 101, 102, 874 Art. 80 Art. 98, 100, 101, 102, 874 Art. 80bis Art. 104, 105, 874 Art. 80bis Art. 104, 105, 874 Art. 81 Art. 78, 79 Art. 81 Art. 78, 79 Art. 82 Art. 79, 80 Art. 82 Art. 79, 80 Art. 83 Art, 62 Art. 83 Art, 62 Art. 88 Art. 486 Art. 88 Art. 486 Art. 89 Art. 461, 463, 465, 466, 504 Art. 89 Art. 461, 463, 465, 466, 504 Art. 89bis Art. 464 Art. 89bis Art. 464 Art. 89ter Art. 467 Art. 89ter Art. 467 Art. 90 Art. 537, 553 Art. 90 Art. 537, 553 Art. 91 Art. 569 Art. 91 Art. 569 Art. 92 Art. 570 Art. 92 Art. 570 Art. 93 Art. 568 Art. 93 Art. 568 Art. 94 Art. 568, 573, 574 Art. 94 Art. 568, 573, 574 Art. 95 Art. 575 Art. 95 Art. 575 Art. 96 Art. 571, 576, 577, 578, 579, 580 Art. 96 Art. 571, 576, 577, 578, 579, 580 Art. 97 Art. 493 Art. 97 Art. 493 Machine Translated 29630by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP Art. 98 Art. 494 Art. 98 Art. 494 Art. 99 Art. 495 Art. 99 Art. 495 Art. 100 Art. 488 Art. 100 Art. 488 Art. 101 Art. 487 Art. 101 Art. 487 Art. 101bis Art. 468, 489, 496, 497, 498, 499 Art. 101bis Art. 468, 489, 496, 497, 498, 499 Art. 101ter Art. 535, 581, 583, 603 Art. 101ter Art. 535, 581, 583, 603 Art. 101quater Art. 500, 535, 592, 593, 594, 596, Art. 101quater Art. 500, 535, 592, 593, 594, 596, 597, 598, 599, 605, 606 597, 598, 599, 605, 606 Art. 101quinquies Art. 490, 501 Art. 101quinquies Art. 490, 501 Art. 101sexies Art. 491, 502 Art. 101sexies Art. 491, 502 Art. 101septies Art. 492, 503 Art. 101septies Art. 492, 503 Art. 101octies Art. 591 Art. 101octies Art. 591 Art. 102 Art. 645 Art. 102 Art. 645 Art. 103 Art. 535, 633 Art. 103 Art. 535, 633 Art. 104 Art. 634 Art. 104 Art. 634 Art. 104bis Art. 646 Art. 104bis Art. 646 Art. 105 Art. 654 Art. 105 Art. 654 Art. 106 Art. 65 Art. 106 Art. 65 Art. 107 Art. 657 Art. 107 Art. 657 Art. 108 Art. 658 Art. 108 Art. 658 Art. 109 Art. 466 Art. 109 Art. 466 Art. 110 Art. 658 Art. 110 Art. 658 Art. 112 Art. 656 Art. 112 Art. 656 Art. 113 Art. 659 Art. 113 Art. 659 Art. 114 Art. 78, 79, 80 Art. 114 Art. 78, 79, 80 Art. 115 Art. 660 Art. 115 Art. 660 Art. 116 Art. 210, 211 Art. 116 Art. 210, 211 Art. 117 Art. 65 Art. 117 Art. 65 Art. 120 Art. 214, 216, 218, 223, 226 Art. 120 Art. 214, 216, 218, 223, 226 Art. 120bis Art. 219, 224 Art. 120bis Art. 219, 224 Art. 120ter Art. 215, 229 Art. 120ter Art. 215, 229 Art. 120quater Art. 220, 221, 222, 230 Art. 120quater Art. 220, 221, 222, 230 Art. 120quinquies Art. 217, 304, 314 Art. 120quinquies Art. 217, 304, 314 Art. 121 Art. 226 Art. 121 Art. 226 Art. 122 Art. 302, 305, 306, 307, 308, 311, Art. 122 Art. 302, 305, 306, 307, 308, 311, 312, 313 312, 313 Art. 122bis Art. 309, 310 Art. 122bis Art. 309, 310 Art. 122ter Art. 316, 317, 318 Art. 122ter Art. 316, 317, 318 Art. 123 Art. 213, 225, 229, 231, 314, 315 Art. 123 Art. 213, 225, 229, 231, 314, 315 Art. 123bis Art. 212 Art. 123bis Art. 212 Art. 124 Art. 232, 236, 238, 239 Art. 124 Art. 232, 236, 238, 239 Art. 124bis Art. 238, 240, 241, 331 Art. 124bis Art. 238, 240, 241, 331 Art. 124ter Art. 242 Art. 124ter Art. 242 Art. 125 Art. 233, 250 Art. 125 Art. 233, 250 Art. 126 Art. 249 Art. 126 Art. 249 Art. 127 Art. 251 Art. 127 Art. 251 Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP 29631 Art. 128 Art. 252 Art. 128 Art. 252 Art. 128bis Art. 321, 322, 323, 324, 325, 326, Art. 128bis Art. 321, 322, 323, 324, 325, 326, 327 327 Art. 128ter Art. 329 Art. 128ter Art. 329 Art. 128quater Art. 330 Art. 128quater Art. 330 Art. 129 Art. 255, 256 Art. 129 Art. 255, 256 Art. 130 Art. 257, 258 Art. 130 Art. 257, 258 Art. 131 Art. 232, 233, 234, 235, 243, 244, Art. 131 Art. 232, 233, 234, 235, 243, 244, 245, 246, 247, 248, 253, 254, 270, 245, 246, 247, 248, 253, 254, 270, 271, 283, 292, 293, 294, 295, 297, 271, 283, 292, 293, 294, 295, 297, 298, 299, 300, 301 298, 299, 300, 301 Art. 132 Art. 262, 263 Art. 132 Art. 262, 263 Art. 132bis Art. 289, 290, 291 Art. 132bis Art. 289, 290, 291 Art. 133 Art. 259, 260, 261, 264 Art. 133 Art. 259, 260, 261, 264 Art. 133bis Art. 265 Art. 133bis Art. 265 Art. 134 Art. 272, 274 Art. 134 Art. 272, 274 Art. 135 Art. 275, 280 Art. 135 Art. 275, 280 Art. 136 Art. 63, 266, 268, 270, 274, 275, Art. 136 Art. 63, 266, 268, 270, 274, 275, 276, 277, 281, 282, 286, 287, 288, 276, 277, 281, 282, 286, 287, 288, 321 321 Art. 136bis Art. 267, 279 Art. 136bis Art. 267, 279 Art. 137 Art. 283, 284, 285, 319, 320, 328 Art. 137 Art. 283, 284, 285, 319, 320, 328 Art. 138 Art. 78, 79 Art. 138 Art. 78, 79 Art. 138bis Art. 62, 79, 80 Art. 138bis Art. 62, 79, 80 Art. 139 Art. 343 Art. 139 Art. 343 Art. 140 Art. 332, 333 Art. 140 Art. 332, 333 Art. 140bis Art. 213 Art. 140bis Art. 213 Art. 140ter Art. 237 Art. 140ter Art. 237 Art. 140quater Art. 237, 344 Art. 140quater Art. 237, 344 Art. 141 Art. 350, 352, 353, 356 Art. 141 Art. 350, 352, 353, 356 Art. 142 Art. 354, 362, 363, 364, 366 Art. 142 Art. 354, 362, 363, 364, 366 Art. 143 Art. 65, 351, 365, 378, 380 Art. 143 Art. 65, 351, 365, 378, 380 Art. 144 Art. 355, 403, 404 Art. 144 Art. 355, 403, 404 Art. 145 Art. 355, 377 Art. 145 Art. 355, 377 Art. 146 Art. 367, 377, 378, 382, 383, 384, Art. 146 Art. 367, 377, 378, 382, 383, 384, 386 386 Art. 147 Art. 357, 358 Art. 147 Art. 357, 358 Art. 147bis Art. 390, 392, 394, 397, 398, 400, Art. 147bis Art. 390, 392, 394, 397, 398, 400, 402, 418, 419, 420, 421, 665 402, 418, 419, 420, 421, 665 Art. 147ter Art. 401, 405, 424, 665 Art. 147ter Art. 401, 405, 424, 665 Art. 147quater Art. 395, 399 Art. 147quater Art. 395, 399 Art. 147quinquies Art. 396, 406 Art. 147quinquies Art. 396, 406 Art. 147sexies Art. 422, 423 Art. 147sexies Art. 422, 423 Art. 147septies Art. 391 Art. 147septies Art. 391 Art. 147octies Art. 166, 167, 385 Art. 147octies Art. 166, 167, 385 Art. 147novies Art. 425, 426 Art. 147novies Art. 425, 426 Art. 148 Art. 368 Art. 148 Art. 368 Art. 149 Art. 367 Art. 149 Art. 367 Machine Translated 29632by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP Art. 150 Art. 368, 369 Art. 150 Art. 368, 369 Art. 151 Art. 369 Art. 151 Art. 369 Art. 152 Art. 370 Art. 152 Art. 370 Art. 153 Art. 374, 376 Art. 153 Art. 374, 376 Art. 154 Art. 375, 376 Art. 154 Art. 375, 376 Art. 155 Art. 371 Art. 155 Art. 371 Art. 156 Art. 372 Art. 156 Art. 372 Art. 157 Art. 361 Art. 157 Art. 361 Art. 158 Art. 408, 409, 410, 411, 414, 416, Art. 158 Art. 408, 409, 410, 411, 414, 416, 417, 427, 428, 430 417, 427, 428, 430 Art. 158bis Art. 431, 432, 666 Art. 158bis Art. 431, 432, 666 Art. 158ter Art. 413 Art. 158ter Art. 413 Art. 158quater Art. 412 Art. 158quater Art. 412 Art. 158quinquies Art. 429 Art. 158quinquies Art. 429 Art. 159 Art. 78 Art. 159 Art. 78 Art. 160 Art. 80 Art. 160 Art. 80 Art. 161 Art. 373 Art. 161 Art. 373 Art. 162 Art. 379 Art. 162 Art. 379 Art. 163 Art. 373, 379 Art. 163 Art. 373, 379 Art. 164 Art. 435, 436 Art. 164 Art. 435, 436 Art. 164bis Art. 661, 662, 663 Art. 164bis Art. 661, 662, 663 Art. 164ter Art. 667 Art. 164ter Art. 667 Art. 164quater Art. 668, 669 Art. 164quater Art. 668, 669 Art. 165 Art. 775 Art. 165 Art. 775 Art. 166 Art. 776, 777, 781 Art. 166 Art. 776, 777, 781 Art. 167 Art. 778, 779 Art. 167 Art. 778, 779 Art. 168 Art. 781 Art. 168 Art. 781 Art. 169 Art. 782 Art. 169 Art. 782 Art. 170 Art. 783 Art. 170 Art. 783 Art. 171 Art. 784 Art. 171 Art. 784 Art. 172 Art. 785 Art. 172 Art. 785 Art. 173 Art. 786 Art. 173 Art. 786 Art. 174 Art. 787 Art. 174 Art. 787 Art. 174/1 Art. 671, 681, 688 Art. 174/1 Art. 671, 681, 688 Art. 174/2 Art. 693 Art. 174/2 Art. 693 Art. 174/3 Art. 694, 695, 696, 708 Art. 174/3 Art. 694, 695, 696, 708 Art. 174/4 Art. 697 Art. 174/4 Art. 697 Art. 174/5 Art. 698 Art. 174/5 Art. 698 Art. 174/6 Art. 699 Art. 174/6 Art. 699 Art. 174/7 Art. 700 Art. 174/7 Art. 700 Art. 174/8 Art. 701 Art. 174/8 Art. 701 Art. 174/9 Art. 702 Art. 174/9 Art. 702 Art. 174/10 Art. 682, 683 Art. 174/10 Art. 682, 683 Art. 174/11 Art. 703 Art. 174/11 Art. 703 Art. 174/12 Art. 683 Art. 174/12 Art. 683 Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP 29633 Art. 174/13 Art. 704 Art. 174/13 Art. 704 Art. 174/14 Art. 685 Art. 174/14 Art. 685 Art. 174/15 Art. 687 Art. 174/15 Art. 687 Art. 174/16 Art. 689, 691, 692 Art. 174/16 Art. 689, 691, 692 Art. 174/17 Art. 672, 681, 688 Art. 174/17 Art. 672, 681, 688 Art. 174/18 Art. 705 Art. 174/18 Art. 705 Art. 174/19 Art. 683, 685, 687, 689, 691, 692, Art. 174/19 Art. 683, 685, 687, 689, 691, 692, 706, 707, 708, 709, 710, 711, 712, 706, 707, 708, 709, 710, 711, 712, 713, 717, 718 713, 717, 718 Art. 174/20 Art. 714 Art. 174/20 Art. 714 Art. 174/21 Art. 716 Art. 174/21 Art. 716 Art. 174/22 Art. 682, 683, 715 Art. 174/22 Art. 682, 683, 715 Art. 174/23 Art. 690 Art. 174/23 Art. 690 Art. 174/24 Art. 676, 719, 720, 721, 722, 723, Art. 174/24 Art. 676, 719, 720, 721, 722, 723, 724, 725, 726, 727 724, 725, 726, 727 Art. 174/25 Art. 682, 687, 719, 720, 721 Art. 174/25 Art. 682, 687, 719, 720, 721 Art. 174/26 Art. 673, 681, 688 Art. 174/26 Art. 673, 681, 688 Art. 174/27 Art. 728 Art. 174/27 Art. 728 Art. 174/28 Art. 729 Art. 174/28 Art. 729 Art. 174/29 Art. 730, 731 Art. 174/29 Art. 730, 731 Art. 174/30 Art. 732 Art. 174/30 Art. 732 Art. 174/31 Art. 733 Art. 174/31 Art. 733 Art. 174/32 Art. 734 Art. 174/32 Art. 734 Art. 174/33 Art. 735 Art. 174/33 Art. 735 Art. 174/34 Art. 736 Art. 174/34 Art. 736 Art. 174/35 Art. 737 Art. 174/35 Art. 737 Art. 174/36 Art. 738 Art. 174/36 Art. 738 Art. 174/37 Art. 739 Art. 174/37 Art. 739 Art. 174/38 Art. 682, 683, 686 Art. 174/38 Art. 682, 683, 686 Art. 174/39 Art. 740 Art. 174/39 Art. 740 Art. 174/40 Art. 683 Art. 174/40 Art. 683 Art. 174/41 Art. 741 Art. 174/41 Art. 741 Art. 174/42 Art. 685 Art. 174/42 Art. 685 Art. 174/43 Art. 687 Art. 174/43 Art. 687 Art. 174/44 Art. 689, 691, 692 Art. 174/44 Art. 689, 691, 692 Art. 174/45 Art. 674, 681 Art. 174/45 Art. 674, 681 Art. 174/46 Art. 742 Art. 174/46 Art. 742 Art. 174/47 Art. 683, 685, 687, 688, 689, 691, Art. 174/47 Art. 683, 685, 687, 688, 689, 691, 692, 743, 744, 745, 746, 747, 748, 692, 743, 744, 745, 746, 747, 748, 749, 750, 751, 752, 756, 757 749, 750, 751, 752, 756, 757 Art. 175/48 Art. 753 Art. 175/48 Art. 753 Art. 174/49 Art. 755 Art. 174/49 Art. 755 Art. 174/50 Art. 682, 683, 754 Art. 174/50 Art. 682, 683, 754 Art. 174/51 Art. 690 Art. 174/51 Art. 690 Art. 174/52 Art. 675, 758 Art. 174/52 Art. 675, 758 Art. 174/52bis Art. 771, 772 Art. 174/52bis Art. 771, 772 Art. 174/53 Art. 678 Art. 174/53 Art. 678 Machine Translated 29634by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP Art. 174/54 Art. 679, 680 Art. 174/54 Art. 679, 680 Art. 174/55 Art. 763 Art. 174/55 Art. 763 Art. 174/56 Art. 760 Art. 174/56 Art. 760 Art. 154/57 Art. 764 Art. 154/57 Art. 764 Art. 174/58 Art. 761 Art. 174/58 Art. 761 Art. 174/59 Art. 762, 765 Art. 174/59 Art. 762, 765 Art. 174/60 Art. 766 Art. 174/60 Art. 766 Art. 174/61 Art. 767, 769 Art. 174/61 Art. 767, 769 Art. 174/62 Art. 759 Art. 174/62 Art. 759 Art. 174/63 Art. 768 Art. 174/63 Art. 768 Art. 174/64 Art. 770 Art. 174/64 Art. 770 Art. 174/65 Art. 677 Art. 174/65 Art. 677 Art. 175 Art. 47 Art. 175 Art. 47 Art. 53 Art. 53 Art. 176 Art. 48 Art. 176 Art. 48 Art. 177 Abroge´ Art. 177 Cancelled Art. 177bis Art. 103 Art. 177bis Art. 103 Art. 177ter Art. 106 Art. 177ter Art. 106 Art. 177quater Art. 129 Art. 177quater Art. 129 Art. 177quinquies Abroge´ Art. 177quinquies Cancelled Art. 177sexies Art. 182 Art. 177sexies Art. 182 Art. 178 Art. 183 Art. 178 Art. 183 Art. 178bis Art. 181 Art. 178bis Art. 181 Art. 178ter Art. 183 Art. 178ter Art. 183 Art. 178quater Art. 183 Art. 178quater Art. 183 Art. 179 Art. 184 Art. 179 Art. 184 Art. 180 Art. 185 Art. 180 Art. 185 Art. 181 Art. 186 Art. 181 Art. 186 Art. 182 Art. 187 Art. 182 Art. 187 Art. 183 Art. 188 Art. 183 Art. 188 Art. 184 Art. 190 Art. 184 Art. 190 Art. 185 Art. 190 Art. 185 Art. 190 Art. 185bis Art. 191 Art. 185bis Art. 191 Art. 186 Art. 192 Art. 186 Art. 192 Art. 187 Art. 193 Art. 187 Art. 193 Art. 188 Art. 194, 195 Art. 188 Art. 194, 195 Art. 189 Art. 203, 655 Art. 189 Art. 203, 655 Art. 190 Art. 199 Art. 190 Art. 199 Art. 190bis Art. 64, 178, 179, 180, 181, 222, Art. 190bis Art. 64, 178, 179, 180, 181, 222, 287, 288, 396, 423, 447, 559, 560, 287, 288, 396, 423, 447, 559, 560, 602, 633, 780 602, 633, 780 Art. 190ter Art. 334, 335, 336, 337, 338, 339, Art. 190ter Art. 334, 335, 336, 337, 338, 339, 635, 636, 637, 638, 639, 640, 641 635, 636, 637, 638, 639, 640, 641 Art. 190quater Art. 340, 341, 635, 642, 643 Art. 190quater Art. 340, 341, 635, 642, 643 Art. 190quinquies Art. 513 Art. 190quinquies Art. 513 Art. 191 Art. 168, 169 Art. 191 Art. 168, 169 Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP 29635 Art. 192 Art. 53 Art. 192 Art. 53 Art. 54 Art. 54 Art. 193 Art. 197 Art. 193 Art. 197 Art. 194 Art. 198 Art. 194 Art. 198 Art. 194bis Art. 198 Art. 194bis Art. 198 Art. 195 Art. 57 Art. 195 Art. 57 Art. 196 Art. 58 Art. 196 Art. 58 Art. 197 Art. 56 Art. 197 Art. 56 Art. 198 Art. 59, 81, 82, 83, 84, 85, 86, 87, Art. 198 Art. 59, 81, 82, 83, 84, 85, 86, 87, 107 107 Art. 199 Art. 88, 107 Art. 199 Art. 88, 107 Art. 200 Art. 349, 389, 651 Art. 200 Art. 349, 389, 651 Art. 201 Art. 90, 91, 126, 128, 189, 196, 210, Art. 201 Art. 90, 91, 126, 128, 189, 196, 210, 345, 346, 433, 647, 773, 788 345, 346, 433, 647, 773, 788 Art. 202 Art. 348, 388, 649 Art. 202 Art. 348, 388, 649 Art. 204 Art. 91, 128, 170, 650, 652, 653 Art. 204 Art. 91, 128, 170, 650, 652, 653 Art. 205 Art. 347, 387, 434, 648 Art. 205 Art. 347, 387, 434, 648 Art. 206 Art. 347, 387, 434, 648 Art. 206 Art. 347, 387, 434, 648 Art. 207 Art. 127 Art. 207 Art. 127 Art. 208 Art. 127 Art. 208 Art. 127 Art. 209 Art. 127 Art. 209 Art. 127 Art. 210 Art. 210 Art. 211 Art. 200 Art. 211 Art. 200 Art. 212 Art. 212 Art. 213 Art. 213 Art. 214 Art. 214 Art. 215 Abroge´ Art. 215 Cancelled Art. 216 Art. 23 — Dispositions transitoi Art. 216 art. 23 — Transitional provisions res Art. 217 Abroge´ Art. 217 Cancelled Art. 218 Abroge´ Art. 218 Cancelled Art. 219 Art. 878 Art. 219 Art. 878 Agricultural Society Company code Agricultural company Company Code Article 1er Art. 789, 790 Article 1 Art. 789, 790 Art. 2 Art. 792 Art. 2 Art. 792 Art. 3 Art. 2, § 3 Art. 3 Art. 2, § 3 Art. 4 Art. 793, 831 Art. 4 Art. 793, 831 Art. 5 Art. 790 Art. 5 Art. 790 Art. 6 Art. 794, 799 Art. 6 Art. 794, 799 Art. 7 Art. 795, 796 Art. 7 Art. 795, 796 Art. 8 Art. 797, 798, 800 Art. 8 Art. 797, 798, 800 Art. 9 Art. 66, 799 Art. 9 Art. 66, 799 Art. 10 Art. 791, 808 Art. 10 Art. 791, 808 Art. 11 Art. 68, 69, 73, 76, 77, 172, 173, Art. 11 Art. 68, 69, 73, 76, 77, 172, 173, 174, 175, 177, 799 174, 175, 177, 799 Art. 12 Art. 800 Art. 12 Art. 800 Machine Translated 29636by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL Art. 13 Art. 801, 802 Art. 13 Art. 801, 802 Art. 14 Art. 803 Art. 14 Art. 803 Art. 15 Art. 804 Art. 15 Art. 804 Art. 16 Art. 805 Art. 16 Art. 805 Art. 17 Art. 806 Art. 17 Art. 806 Art. 18 Art. 807 Art. 18 Art. 807 Art. 19 Art. 809, 812, 813 Art. 19 Art. 809, 812, 813 Art. 20 Art. 810 Art. 20 Art. 810 Art. 21 Art. 814, 816 Art. 21 Art. 814, 816 Art. 22 Art. 8l5, 817 Art. 22 Art. 8l5, 817 Art. 23 Art. 818 Art. 23 Art. 818 Art. 24 Art. 819 Art. 24 Art. 819 Art. 25 Art. 828, 829 Art. 25 Art. 828, 829 Art. 26 Art. 824, 826 Art. 26 Art. 824, 826 Art. 27 Art. 811 Art. 27 Art. 811 Art. 28 Art. 830 Art. 28 Art. 830 Art. 29 Art. 823, 825 Art. 29 Art. 823, 825 Art. 30 Art. 820, 821 Art. 30 Art. 820, 821 Art. 31 Art. 822 Art. 31 Art. 822 Art. 32 Art. 74, 183, l84, 185, 186, 187, 188, Art. 32 Art. 74, 183, l84, 185, 186, 187, 188, 190, 192, 193, 194, 195, 832, 833, 190, 192, 193, 194, 195, 832, 833, 834, 835 834, 835 Art. 33 Art. 836 Art. 33 Art. 836 Art. 34 Art. 833 Art. 34 Art. 833 Art. 35 Art. 837 Art. 35 Art. 837 Art. 36 Art. 838 Art. 36 Art. 838 GIE Company code ESV Company Code Article 1er, aline´a 1er Art. 2, 839, 870 Article 1, first paragraph Art. 2, 839, 870 Art. 2 Art. 840, 869 Art. 2 Art. 840, 869 Art. 3 Art. 843 Art. 3 Art. 843 Art. 4 Art. 66 Art. 4 Art. 66 Art. 5 Art. 845 Art. 5 Art. 845 Art. 6 Art. 846 Art. 6 Art. 846 Art. 7 Art. 67, 68, 70, 71, 72, 73, 76 Art. 7 Art. 67, 68, 70, 71, 72, 73, 76 Art. 8 Art. 74, 75, 76 Art. 8 Art. 74, 75, 76 Art. 9 Art. 78, 80 Art. 9 Art. 78, 80 Art. 10 Art. 65 Art. 10 Art. 65 Art. 11 Art. 842, 843, 844, 853 Art. 11 Art. 842, 843, 844, 853 Art. 12 Art. 62, 854, 855, 856, 857, 858, Art. 12 Art. 62, 854, 855, 856, 857, 858, 859, 860 859, 860 Art. 13 Art. 861, 862, 863, 864, 865 Art. 13 Art. 861, 862, 863, 864, 865 Art. 14 Art. 92, 98, 100, 101, 102, 141, 166, Art. 14 Art. 92, 98, 100, 101, 102, 141, 166, 866 866 Art. 15 Art. 847, 848, 849, 852 Art. 15 Art. 847, 848, 849, 852 Art. 16 Art. 850 Art. 16 Art. 850 Art. 17 Art. 851 Art. 17 Art. 851 Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP 29637 Art. 18 Art. 172, 173, 176, 177 Art. 18 Art. 172, 173, 176, 177 Art. 19 Art. 175 Art. 19 Art. 175 Art. 20 Art. 867 Art. 20 Art. 867 Art. 21 Art. 868 Art. 21 Art. 868 Art. 22 Art. 183 Art. 22 Art. 183 Art. 23 Art. 184, 185, 186, 187, 188, 190, Art. 23 Art. 184, 185, 186, 187, 188, 190, 192, 193, 194, 195 192, 193, 194, 195 Art. 24 Art. 198 Art. 24 Art. 198 Art. 25 Art. 840, 841 Art. 25 Art. 840, 841 Art. 26 Art. 59, 81, 82, 83, 84, 85, 86, 87, 89 Art. 26 Art. 59, 81, 82, 83, 84, 85, 86, 87, 89 Art. 27 Art. 871 Art. 27 Art. 871 Art. 28 Abroge´ Art. 28 Cancelled Art. 29 Abroge´ Art. 29 Cancelled Art. 30 Art. 30 Art. 31 Art. 872 Art. 31 Art. 872 Art. 32 Art. 91, 196, 873 Art. 32 Art. 91, 196, 873 Art. 33 Art. 128 Art. 33 Art. 128 Art. 34 Art. 127 Art. 34 Art. 127 Art. 35 Art. 127 Art. 35 Art. 127 Art. 36 Art. 127 Art. 36 Art. 127 Accounting law Company code accounting law Company Code Article 1er Article 1er Art. 2 Art. 2 Art. 3 Art. 3 Art. 4 Art. 4 Art. 5 Art. 93 Art. 5 Art. 93 Art. 6 Art. 6 Art. 7 Art. 92, 874 Art. 7 Art. 92, 874 Art. 8 new numbering (7) Art. 8 new numbering (7) Art. 9 new numbering (8) Art. 9 new numbering (8) Art. 10 Art. 97 Art. 10 Art. 97 Art. 11 Art. 116, 117, 122, 123, 145, 149 Art. 11 Art. 116, 117, 122, 123, 145, 149 Art. 12 Art. 93, 99 Art. 12 Art. 93, 99 Art. 13 Art. 124 Art. 13 Art. 124 Art. 14 new numbering (13) Art. 14 new numbering (13) Art. 15 Art. 125, 150 (new numbering (14)) Art. 15 art. 125, 150 (new numbering (14)) Art. 16 Art. 92, 93, 108, 123, 125, 145, 149, Art. 16 Art. 92, 93, 108, 123, 125, 145, 149, 150, 874 (new numbering 150, 874 (new numbering (15)) (15)) Art. 17 Art. 126, 171 (new numbering (16)) Art. 17 art. 126, 171 (new numbering (16)) Art. 17bis Art. 874 Art. 17bis Art. 874 Machine Translated 29638by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP AUTRES ARRETES — OTHER DECISIONS MINISTRY OF EMPLOYMENT AND LABOR MINISTRY OF EMPLOYMENT AND LABOR [S ÿ C ÿ 99/12242] [S ÿ C ÿ 99/12242] Order of the Crown. — Appointments Order of the Crown. — Appointments Golden Palms Golden Palms Arrested July 2, 1996. Royal Decree of 2 May 1996. M. ABRAMS Jean, SERAING M. Mr ABRAMS Jean, SERAING Mr ACACIA ACACIA Serge, WATERLOO M. AERTS Serge, WATERLOO Mr AERTS Henri Henri, GINGELOM M. AERTS Martinus, GINGELOM Mr AERTS Martinus, BRASSCHAAT BRASSCHAAT M. ALBERTY Marcel, Mr ALBERTY Marcel, SERAING Mr ANCKAERT SERAING M. ANCKAERT Freddy, FLEURUS Freddy, FLEURUS Mr ANDRIES Claude, ANTHISNES M. ANDRIES Claude, ANTHISNES M. Mr ANTHOINE Alain, LIEGE Mr ANTOINE Pierre, ANTHOINE Alain, LIEGE M. ANTOINE Pierre, BINCHE Mr ARNOUTS Marcel, ANTWERP Mrs BINCHE M. ARNOUTS Marcel, ANVERS Mme AUSSEMS Marie, VOEREN AUSSEMS Marie, FOURONS M. BAC Georges, FONTAINE-L'EVEQUE M. Mr BAC Georges, FONTAINE-L'EVEQUE Mr BADOUL BADOUL Louis, FLEMALLE M. BAMPS Petrus, Louis, FLEMALLE Mr BAMPS Petrus, NEWERKERKEN Mr NEWERKERKEN M. BARE Guy, OUPEYE M. BARE Guy, OUPEYE Mr BARNICH Pierre, SOUMAGNE BARNICH Pierre, SOUMAGNE M. BARZIN Joseph, Mr BARZIN Joseph, GRACE-HOLLOGNE Mr BATTAU GRACE-HOLLOGNE M. BATTAU Alphonse, LIEGE Alphonse, LIEGE Mr BAUDOUX Gaston, ANDERLUES Mr M. BAUDOUX Gaston, ANDERLUES M. BAWIN BAWIN Jean, GRACE-HOLLOGNE Mr BECHHOLS Ge´rard, Jean, GRACE-HOLLOGNE M. BECHHOLS Ge´rard, GRACE-HOLLOGNE Ms BERCKMANS Jeannine, GRACE-HOLLOGNE Mme BERCKMANS Jeannine, ANDERLECHT Mr BERGER Andre, CHARLEROI Mr ANDERLECHT M. BERGER Andre, CHARLEROI M. BERGER Marcel FLEMALLE Mr BERGHMANS Georgius, BERGER Marcel, FLEMALLE M. BERGHMANS Georgius, SCHOTEN Mr BERTON Michel TOURNAI Mr BIANCHIN Cesare, SCHOTEN Michel, M. BER TOURNAI M. BIANCHIN SAINT-NICOLAS Mr BISQUERET Laurent, GRACE-HOLLOGNE Cesare, SAINT-NICOLAS M. BISQUERET Laurent, Mr BLOMMAERS Willy, FLEMALLE Mr BLOQUIAU Roger, GRACE-HOLLOGNE M. BLOMMAERS Willy, FLEMALLE FLEMALLE Mr BODEN Marcel, ESSEN Mr BOEDTS Hugo, LO- M. BLOQUIAU Roger, FLEMALLE M. BODEN Marcel, RENINGE Mr BOGAERT Egidius De, Mr BOON Christian, ESSEN M. BOEDTS Hugo, LO-RENINGE M. BOGAERT FLEURUS Mr BOSMANS Maurice, VILVOORDE Mr BOUCKAERT Egidius, TERMONDE BOON Christian, FLEURUS M. Petrus, ILSENE Mr BOUCKHUYT Thomas, HEIST-OP-DEN- BOSMANS Maurice, VILVORDE M. BOUCKAERT Petrus, BERG Mr BOULANGER Rene´, WANZE Mr BOULET Raymond, IXELLES M. BOUCKHUYT Thomas, HEIST-OP-DEN-BERG SERAING Mr BOURGUIGNON Jean, LIEGE Mr BOURGUIGNON M. BOULANGER Rene´, WANZE M. BOULET Raymond, Louis, AMAY Mr BOURGUIGNON Louis, AMAY Mr BOURS Karl, SERAING M. BOURGUIGNON Jean, LIEGE M. ESNEUX Mr BOUVRY Alain, TOURNIK Mr BRABANT Robert, 'S BOURGUIGNON Louis, AMAY M. BOURGUIGNON Louis, GRAVENBRAKEL Mr BRAMS Marcel, AWANS Mr BRAUNS Jean, AMAY M. BOURS Karl, ESNEUX M. BOUVRY Alain, HASSELT Mr BRIJS Leo, TURNHOUT Mr BRINAERT Vital, TOURNAI M. BRABANT Robert, BRAINE-LE-COMTE M. JURBEKE Mr BRISY Andre, FLEMALLE Mr BRONCKART Rene, BRAMS Marce l, AWANS M. BRAUNS Jean, HASSELT M. NEUPRE Mrs BROUWERS Augusta, DUFFEL Mr BRUNO Jean, BRIJS Leo, TURNHOUT M. BRINAERT Vital, JURBISE M. DE PANNE Mr BRUSSELAERS Joseph, WOLUWE SAINT Mr BRISY Andre, FLEMALLE M. BRONCKART Rene, NEUPRE BRUSSELMANS Joseph, EVERE Mme BREWERS Augusta, DUFFEL M. BRUNO Jean, LA PANNE M. BRUSSELAERS Joseph, WOLUWE-SAINT- LAMBERT M. BRUSSELMANS Joseph, EVERE Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29639 Mr. BRUYR Richard, NIVELLES Mr BRUYR Richard, NIVELLES Mr. BUYS August, ALOST Mr. Mr BUYS August, AALST BUYSSE Raymond, WACHTEBEKE Mr. Mr BUYSSE Raymond, WACHTBEKE BYTEBIER Marcel, SAINT-NICOLAS Mr. Mr BYTEBIER Marcel, SINT-NIKLAAS CALLEGARI Guy, SERAING Mr. Mr. CALLEGARI Guy, SERAING CAPPAERT Rene, ANTWERP Mr. CAPRI Mr CAPPAERT Rene, ANTWERP Romain, ANDERLUES Mr. CARL Albert, De heer CAPRI Romain, ANDERLUES EUPEN Mr. CHAIDRON Charles, Mr CARL Albert, EUPEN BOUILLON Mr. CHAMPAGNE Claude, From heer CHAIDRON Charles, BOUILLON CHATELET Mr. CHARLE Bernard, De heer CHAMPAGNE Claude, CHATELET ANTWERP Mr. CHARLIER Andre, GRACE- Mr CHARLE Bernard, ANTWERP HOLLOGNE Mr. CHATELAIN Andre´, Mr CHARLIER Andre GRACE-HOLLOGNE SERAING Mr. CHENIAUX Pol, SAINT- Mr CHATELAIN Andre´, SERAING Mr GEORGES-SUR-MEUSE Mr. CHEVALIER Hubert, CHENIAUX Pol, SAINT-GEORGES-SUR-MEUSE Mr BINCHE Mr. CIBELS Jean, FOREST Mr. CLAASSEN CHEVALIER Hubert, BINCHE Mr CIBELS Jean, VORST Mr Peter, LIEGE Mr. CLETTE Andre, DURBUY Mr. CLAASSEN Peter, LIEGE Mr CLETTE Andre, DURBUY Mr CLEUREN Jean, SERAING Mr. CLOETENS Lodewijk, CLEUREN Jean, SERAING De Mr CLOETENS Lodewijk, BOORTMEERBEEK Mr. COLLARD Olivier, BOORTMEERBEEK Mr COLLARD Olivier, CHAUDFONTAINE CHAUDFONTAINE Mr. COLLET Jacques, CHARLEROI Mr COLLET Jacques, CHARLEROI Mr CONVENTS Silvijn, Mr. CONVENTS Silvijn, BORNEM M COONE Raphael, BORNEM Mr COONE Raphael, LOCHRISTI Mr CORNILLE LOCHRISTI Mr. CORNILLE Guy, MEISE Mr. Guy, MEISE Mr COSEMANS Charles, FLEMALLE Mr COSEMANS Charles, FLEMALLE Mr. COULEE Jean, COULIRE Jean, Claire, BRAKEL Mr CRAHAY Freddy, HAMOIR Mrs. COURTOIS Claire, BRAINE-L'ALLEUD BLEGNY Mr CUISINIER Emile, FRAMERIES Mr. CRAHAY Freddy, BLEGNY Mr. CUISINIER Emile, FRAMERIES M. D'EER Walter, SAINT-NICOLAS Mr D'EER Walter, SINT-NIKLAAS Mr M. DAEMS Alfons, VOSSELAAR M. DAEMS Alfons, VOSSELAAR Mr DAENINCK Roger, GAND M. DAENINCK Roger, GHENT Mr DANTINE DANTINE Roger, FLEMALLE M. Roger, FLEMALLE Mr DAPPREMEE DAPPREMEE Gerard, SAMBREVILLE M. Gerard, SAMBREVILLE Mr DARDENNE Jules, DARDENNE Jules, AMAY M. DARVILLE AMAY Mr DARVILLE Louis, ESNEUX Mr DAVIN Louis, ESNEUX M. DAVIN Roger , WANZE Roger , WANZE Mr DE BIE Maurice, HAACHT M. DE BIE Maurice, HAACHT M. DE BIE Mr DE BIE Renaat, HAACHT Mr DE CLERCQ Renaat, HAACHT M. DE CLERCQ Gilbert, Gilbert, GENT Mr DE DONCKER Prosper, GAND M. DE DONCKER Prosper, KAPELLE- KAPELLE-OP-DEN-BOS Mr DE FEU Jaak, OP-DEN-BOS M. DE FEU Jaak, ANVERS ANTWERP Mr DE FYN Arthur, ANTWERP Mr M. DE FYN Arthur, ANVERS M. DE GREEF Rene, DE GREEF Rene, Ukkel Mr DE GROEF Alfons, UCCLE M. DE GROEF Alfons, GRIMBERGEN M. DE GRIMBERGEN Mr DE HERDT Willy, KONTICH Mr DE HERDT Willy, KONTICH M. DE JAECK Armand, ITTRE JAECK Armand, ITTER Mr DE JAEGER Robert, SERAING M. DE JAEGER Robert, SERAING M. DE Mr DE KEERSMAECKER, Domien, SCHOTEN Mr DE KEERSMAECKER Domien, SCHOTEN M. DE KEERSMAECKER Louis, PUURS Mr DE LAET Edmond, KEERSMAECKER Louis, Puurs M DE LAET Edmond, BEVEREN Mr DE MOOR Franz, CHARLEROI Mr DE PAUW BEVEREN M. DE MOOR Franz, CHARLEROI M. DE Freddy, CHARLEROI Mr DE PELSENEER Jozef, GHENT PAUW Freddy, CHARLEROI M. DE PELSENEER Mr DE PRINS Gerard, BOORTMEERBEEK Mr DE ROOVER Joseph, GAND M. THE PRINCE Gerard, Karel, ANTWERP Mr DE SCHEPPER Andre´, EDINGEN Mr BOORTMEERBEEK M. DE ROOVER Karel, ANVERS DE SCHEPPER Arthur, WAASMUNSTER Mr DEBAL Marcel, M. THE CREATOR André´, ENGHIEN M THE ESTAIMPUIS Mr DEBYTTERE Jacques, CELLES Mr CREATOR Arthur, WAASMUNSTER M. DEBAL Marcel, DECHANY Albert, FLEMALLE Mrs DECLERCQ Madeleine, ESTAIMPUIS M. DEBYTTERE Jacques, CELLES M. LA LOUVIERE Mr DECRAEMER Guillaume, WEZET DECHANY Albert, FLEMALLE Mme DECLERCQ Madeleine, LA LOUVIERE M. DECRAEMER Guillaume, VISE Machine Translated 29640by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP M. DEDOBBELEER Lucien, HAL Mr DEDOBBELEER Lucien, HALLE Mr M. DEFECHE Arse`ne, MARCHE-EN-FAMENNE DEFECHE Arse`ne, MARCHE-EN-FAMENNE Mr M. DEGRE Leopold, LIEGE M. DEGUELDRE DEGRE Leopold, LIEGE Mr DEGUELDRE Jean, Jean, WEZEMBEEK-OPPEM M. DEHAIRS Jules, WEZEMBEEK-OPPEM Mr DEHAIRS Jules, LIEGE Mr LIEGE M. DEHON Francis, DOUR M. DEHOUX DEHON Francis, DOUR Mr DEHOUX Jean, FLEURUS Jean, FLEURUS M. DEJARDIN Le´on, Mr DEJARDIN Le´on, ANDERLECHT Mr DEKINDER ANDERLECHT M. DEKINDER Ferdinand, Ferdinand, SERAING Mr DELAHOUSSE Jean, SERAING M. DELAHOUSSE Jean, MOUSCRON MOUSCROEN Mr DELANGRE Jacques, BRUNEHAUT M. DELANGRE Jacques, BRUNEHAUT M. Mr DELBECQ Joseph, TOURNAI Mr DELBROUCK DELBECQ Joseph, TOURNAI M. DELBROUCK Henri, SAINT-GEORGES-SUR-MEUSE Mr DELCART Henri, SAINT-GEORGES-SUR-MEUSE M. Maurice, CHARLEROIUSE Mr DELCHAMBRE Jacques, DELCART Maurice, CH. M. DELCHAMBRE PONT-A-CELLES Mr DELCHAMBRE Jules, SERAING Jacques, PONT-A-CELLES M. DELCHAMBRE Jules, Mr DELCROIX Charles, ANTOING Mr DELCROIX Jules, SERAING M. DELCROIX Charles, ANTOING M. DELCROIX TOURNAI Mr DELIEN Fernand, SAINT-NICOLAS Mr DELINCE Jules, TOURNAI M. DELIEN Fernand, SAINT-NICOLAS M. Rene, NANDRIN Mr DELPORT Franc¸ois, SAINT -NICOLAS Mr DELINCE Rene, NANDRIN M. DELPORT Francois, SAINT- DELSAUX Martial, LA BRUYERE Mr DEMARTEAU Raymond, NICOLAS M. DELSAUX Martial, LA BRUYERE M. LIEGE Mr DEMAZY Emiel, FARCIENNES Mr DEMOULIN Michel, DEMARTEAU Raymond, LIEGE M. DEMAZY Emiel, CHARLEROI Ms DEMUNTER Amelia, DILBEEK Ms DEMUNTER FARCIENNES M. DEMOULIN Michel, CHARLEROI Mrs Francine, ANDERLECHT Mr DEMUNTER De MarcelIUS- DEMUNTER Amelia, DILBEEK Mrs DEMUNTER Francine, SINTROGEN Mr. DENDAL Marc, WOLUWE SAINT Mr. ANDERLECHT M. DEMUNTER-Mares, RHOEND Marcel, DENEUMOSTIER Rene´, HAVELANGE Mr DENIS Andre, M. RHOEND. WOLUWE-SAINT-LAMBERT M. SERAING Mr DENOEL Denis, SERAING Mr DEPAZ Le´onard, DENEUMOSTIER Rene´, HAVELANGE M. DENIS Andre, SAINT-NICOLAS Mr DEPOORTER Willy, BRUSSELS Mr SERAING M. DENOEL Denis, SERAING M. DEPAZ Le DEPREZ Jean, JEMEPPE-SUR -SAMBRE Mr. DEROYE Joseph, ´onard, SAINT-NICOL AS M. DEPOORTER Willy, LIEGE Mr. DESABLENS Rene´, TOURNAI BRUXELLES M. DEPREZ Jean, JEMEPPE-SUR-SAMBRE M. DEROYE Joseph, LIEGE M. DESABLENS Rene´, TOURNAI M. DESCAMPS Jean, MONS M. DESCHOUWER Georges, BRUXELLES M. DESIRON Arthur, LANDEN M. DESLE Roger, ESTAIMPUIS M. DESSART Alfred, FLEMALLE M. DEVOS Andre, BRAINE-LE-COMTE M. DEWACHTER Louis, ANVERS M. DHONDT Robert, MERELBEKE M. DIEFFEMBACQ Georges, BERNISSART M. DOCK Gilbert, WANZE M. DOCKIER Desire, AMAY M. DOCKIERE Jean, AMAY M. DOCQUIER Paulin, LIEGE M. DONY Emile, SERAING M. DONY Victor, SERAING M. DOSSIN Leopold, NEUPRE M. DROOGMANS Rene, LIEGE M. DROSSART Jacques, TOURNAI M. DUBART Mr DESCAMPS Jean BERGEN Raymond, TOURNAI M. DUBRULE Michel, LESSINES M. Mr DESCHOUWER Georges, BRUSSELS DUBUISSON Robert, WATERLOO M. DUCARME Raoul, Mr DESIRON Arthur, LANDEN CHARLEROI M. DUCHATEL Raymond, TOURNAI M. De heer DESLE Roger, ESTAIMPUIS DUMONT Franc¸ois, AWANS M. DUSSEN Francois, De heer DESSART Alfred, FLEMALLE ANVERS Mr DEVOS Andre, 'S GRAVENBRAKEL Mr DEWACHTER Louis, ANTWERP Mr DHONDT Robert, MERELBEKE Mr DIEFFEMBACQ Georges, BERNISSART From here DOCK Gilbert, WANZE De heer DOCKIER Desire, AMAY De heer DOCKIERE Jean, AMAY Mr DOCQUIER Paulin, LIEGE Mr DONY Emile, SERAING Mr DONY Victor, SERAING De heer DOSSIN Leopold, NEUPRE Mr DROOGMANS Rene, LIEGE Mr DROSSART Jacques, TOURNAI De heer DUBART Raymond, DOORNIK Mr DUBRULE Michel, LESSONS Mr DUBUISSON Robert, WATERLOO Mr DUCARME Raoul, CHARLEROIA Mr DUCHATEL Raymond, TOURNAI Mr DUMONT Franc¸ois, AWANS Mr DUSSEN Francois, ANTWERP M. ECTOR Georges, HALEN Mr ECTOR Georges, HALEN M. EKER Henri, BEERSEL Mr EKER Henri, BEERSEL Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP 29641 M. EXSTEYL Camiel, GAND Mr EXSTEYL Camiel, GENT M. EYSKENS Lodewijk, LILLE Mr EYSKENS Lodewijk, LILLE M. FAVERLY Louis, COURCELLES Mr. FAVERLY Louis, COURCELLES Mr. M. FAVEYST Victor, MONS Ms. FAVEYST Victor, BERGEN Ms. FELIX FELIX Fernande, GANSHOREN M. Fernande, GANSHOREN Mr. FIASSE FIASSE Andre, REMICOURT M. Andre, REMICOURT Mr. FICHEFET Jose, FICHEFET Jose, OUPEYE M. FILIBERT OUPEYE Mr. FILIBERT Gustaaf, Gustaaf, ANVERS M. FILIBERT Henri, ANTWERP Mr. FILIBERT Henri, WIJNEGEM WIJNEGEM M. FLAMAND Emmanuel, Mr. FLAMOORANDNIK Emmanuel FLAMENT TOURNAI M. Denis, TOURNAI M. Denis, TOURNAI Mr FLAMION Jean, ENGIS FLAMION Jean, ENGIS M. FLORENTY Mr FLORENTY Alfons, HAACHT Mr Alfons, HAACHT M. FLORENTY Rene, FLORENTY Rene, HAACHT Mr FOURNIER HAACHT M. FOURNIER Richard, Richard, NAMEN Mr FRAITURE Jean, NAMUR M. FRAITURE Jean, BURDINNE BURDINNE Mr FRANKINET Theophil, M. FRANKINET Theophil, NEUPRE M. NEUPRE Mr FRANSQUET Charles, LIEGE FRANSQUET Charles, LIEGE M. Mr FRESON Albert , COUNTRIES Mr. FRESON Albert, LANDEN M. FRESON FRESON Jules, ENGIS Jules, ENGIS M. GACOMS Theo, HALEN Mr GACOMS Theo, HALEN M. GAHIDE Joseph, BRUNEHAUT From heer GAHIDE Joseph, BRUNEHAUT M. GALAND Charles, SERAING M. From heer GALAND Charles, SERAING GALAND Louis, WAREMME M. From heer GALAND Louis, BORGWORM GAYET Marcel, SERAING M. De heer GAYET Marcel, SERAING GEELKENS Beauduin, LIEGE M. Mr GEELKENS Beauduin, LIEGE GELDOF Urbain, ALVERINGEM M. Mr GELDOF Urbain, ALVERINGEM GENIE Henri, BRUXELLES M. Mr GENIE Henri, BRUSSELS GEORGES Gilbert, LIEGE M. GERARD Mr GEORGES Gilbert, LIEGE Freddy, WANZE M. GERARD Hubert, From GERARD Freddy, WANZE ANS M. GERDAY Raymond, SERAING Mr GERARD Hubert, ANS M. GIELENS Rene, SERAING M. De heer GERDAY Raymond, SERAING GILBERT Jean, MONS M. GIRALDO Mr GIELENS Rene, SERAING Robert, CHARLEROI M. GODELET Mr GILBERT Jean, BERGEN Victor, SERAING M. GOLABEK Jean , De heer GIRALDO Robert, CHARLEROI GRACE-HOLLOGNE M. GOOSSE Mr GODELET Victor, SERAING Joseph, SERAING M. GOSSE Yvon, Mr GOLABEK Jean, GRACE-HOLLOGNE TOURNAI M. GRAINDORGE Richard, Mr GOOSSE Joseph, SERAING FLEMALLE M. GREGOIRE Andre, SAINT- Mr GOSSE Yvon, TOURNAI NICOLAS M. GRESSENS Marcel, SERAING De heer GRAINDORGE Richard, FLEMALLE M. GRIMONSTER Victor, FLEMALLE M. From heer GREGOIRE Andre, SAINT-NICOLAS GUDELJ Marcel, SERAING M. GUSKEN Mr GRESSENS Marcel, SERAING Gertrud, EUPEN M. GYSBRECHTS Jean, Mr GRIMONSTER Victor, FLEMALLE NEUPRE M. GYSELINCKX Jacques, Mr GUDELJ Marcel, SERAING ANVERS M. GYSENS Paul, SAINT-NICOLAS Mr GUSKEN Gertrud, EUPEN Mr GYSBRECHTS Jean, NEUPRE Mr GYSELINCKX Jacques, ANTWERP From heer GYSENS Paul, SAINT-NICOLAS M. HABETS Roland, VISE Mr HABETS Roland, WEZET Mrs Mrs HARDY Jeannine, HERSTAL M. HARDY Jeannine, HERSTAL Mr HAUTEKEER Roger, LIEGE M. HAUTEKEER Roger, LIEGE Mr HAUTRIVE Claude, TOURNAI M. HAUTRIVE Claude, TOURNAM Mr HAVECKER Roger, GRAMMONT M. HAVECKER Roger, GERAARDSBERGEN Mr HEINEN Theodore, SPRIMONT M. HEINEN Theodore, SPRIMONT Mr HENRARD HENRARD Armand, CHAUDFONTAINE M. Armand, CHAUDFONTAINE Mr HENRICKX Mr HENRICKX HURICE, GEEL M. Joseph, LIEGE Maurice HENRY Joseph, LIEGE Mr HERMANS M. HERMANS Firmin, HALEN M. HERMANS Firmin, HALEN Mr HERMANS Gommaar, ANTWERP Gommaar, ANVERS M. HERVE Jean, THEUX Mr HERVE Jean, THEUX Mr HESSEL Jean, M. HESSEL Jean, FLEMALLE M. HEYRMAN FLEMALLE Mr HEYRMAN Eduard, ZWIJNDRECHT Eduard, ZWIJNDRECHT M. HOLOGNE Pierre, Mr HOLOGNE Pierre, NAMUR NAMUR Machine Translated 29642by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP M. HORBACH Paul, STOUMONT M. Mr HORBACH Paul, STOUMONT HUYGENS Joseph, MEERHOUT M. Mr HUYGENS Joseph, MEERHOUT HUYGHE Jan, MALINES Mr HUYGHE Jan, MECHELEN M. ILLEGEMS Rene, BEYNE-HEUSAY De heer ILLEGEMS Rene, BEYNE-HEUSAY M. JACOBS Adolf, KAPELLE-OP-DEN-BOS M. Mr JACOBS Adolf, KAPELLE-OP-DEN-BOS JACQUET Andre, SERAING M. JANS Nicolas, From heer JACQUET Andre, SERAING TONGRES M. JANSSENS Dyonisius, Mr JANS Nicolas, TONGEREN ZANDHOVEN M. JANSSENS Lucien, ANVERS Mr JANSSENS Dyonisius, ZANDHOVEN M. JANSSENS Prosper, ANVERS M. JOANNES Mr JANSSENS Lucien, ANTWERP Joseph, HERSTAL M. JOANNES Julien, BLEGNY Mr JANSSENS Prosper, ANTWERP M. JOLY Marcel, SERAING M. JORDAENS Mr JOANNES Joseph, HERSTAL Eduardus, WIJNEGEM Mr JOANNES Julien, BLEGNY Mr JOLY Marcel, SERAING Mr JORDAENS Eduardus, WIJNEGEM M. KACZMAREK Siegfried, SAINT-NICOLAS M. Mr KACZMAREK Siegfried, SAINT-NICOLAS Mr KEMPENAIRE Jules, SERAING M. KENIS Jean, KEMPENAIRE Jules, SERAING Mr KENIS Jean, SERAING Mme KESTENS Julia, ANVERS M. SERAING Mrs KESTENS Julia, ANTWERP Mr KETELS KETELS Jozef, ANVERS Jozef, ANTWERP Mr. LABRUYERE Paul, WATERLOO Mr LABRUYERE Paul, WATERLOO Mr Mr. LADRY Maurice, GRACE-HOLLOGNE Mr. LADRY Maurice, GRACE-HOLLOGNE Mr LAGNEAUX LAGNEAUX Andre, SERAING Mr. LAHAYE Andre, SERAING Mr LAHAYE Nicolas, SERAING Mr Nicolas, SERAING Mr. LALLEMAND Jean, LALLEMAND Jean, FLEMALLE Mr LAMBORELLE FLEMALLE Mr. LAMBORELLE Gilbert, Gilbert, SERAING Mr LAMBRECHTS Jozef, SERAING Mr. LAMBRECHTS Jozef, ANTWERP ANTWERP Mr LAPERNEHASEUT Michel, B Ms Mr. LAPERSE Michel, BRUNEHAUT Mrs LAURENT Jacqueline, MANAGE Mr LE MEN Jean, LAURENT Jacqueline, MANAGE Mr LE MEN MONTIGNY-LE-TILLEUL Mr LE ROY Eduard, Jean, MONTIGNY-LE-TILLEUL Mr LE ROY ANTWERP Mr LE ROY Theophile, ANTWERP Mr Eduard, ANTWERP Mr LE ROY Theophile, LEBON Alphonse, BLEGNY Mr LECLUYSE Urbain, ANTWERP Mr LEBON Alphonse, BLEGNY Mr KORTRIJK Mr LECOCQIN Jackie Mr LECOCQIN Mr LECLUYSE Urbain, COURTRAI Mr LECOCQ LECOMTE Raoul, SAINT GILLIS Mr LEDUR Georges, Jackie, NANDRIN Mr. LECOMTE Raoul, SAINT- FLEMALLE Mr LEGRU Louis, AMAY Mr LEJEUNE GILLES Mr. LEDUR Georges, FLEMALLE Mr. Francois, SERAING Mr LEJEUNE Jean, FLEMALLE LEGRU Louis, AMAY Mr. LEJEUNE Francois, Mr LELEUX Hbert, TOURNAI Mr LEMAIRE Jean, SERAING Mr. LEJEUNE Jean, FLEMALLE Mr. FLERON Mr LEMMENS Henri, GERPINNES De Mr LELEUX Hubert, TOURNAI Mr. LEMAIRE Jean, LEONET Andre´, ANDENNE Mr LEROY Vale`re, FLERON Mr. LEMMENS Henri, GERPINNES Mr. TOURNAI Mr LEWAITE Gerard, BRUSSELS Mr LEONET Andre´, ANDENNE Mr. LEROY Vale`re, LHOMME Henri, LIEGE Mr LIBERT Albert, ENGIS Mr TOURNAI Mr. LEWAITE Gerard, BRUSSELS Mr. LIBERT Joseph, MARTELANGE Mr LIMBOURG Le´on, LHOMME Henri, LIEGE Mr. LIBERT Albert, JETTE Mr LINSSEN Edmond , LOBBES Mr LOMBARDI ENGIS Mr. LIBERT Joseph, MARTELANGE Mr. Pietro, FLEMALLE Mr LOUIS Georges, BOUSSU Mr LIMBOURG Le´on, JETTE Mr. LINSSEN Edmond, LUCAS Leonard, LIEGE LOBBES Mr. LOMBARDI Pietro, FLEMALLE Mr. LOUIS Georges, BOUSSU Mr. LUCAS Leonard, LIEGE M. MAELSCHALCK Robert, AUDERGHEM M. Mr MAELSCHALCK Robert, OUDERGEM Mr MAES MAES Frans, ALVERINGEM Mme MAFFA Rene Frans, ALVERINGEM Ms MAFFA Rene´e, ´e, CHAUDFONTAINE M. MAGIS Joseph, CHAUDFONTAINE Mr MAGIS Joseph, GRACE- GRACE-HOLLOGNE M. MAILLEUX Marcel, HOLLOGNE Mr MAILLEUX Marcel, TINLOT Mr TINLOT M. MAISSIN Yvon, SERAING M. MAISSIN Yvon, SERAING Mr MALLEMS Jean, MALLEMS Jean, LOCHRISTI M. MARGHEM LOCHRISTI Mr MARGHEM Jacques , ANTOING Jacques, ANTOING Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP 29643 Miss MARILLESSE Le´once, MANAGE Mr. Ms MARILLESSE Le´once, MANAGE Mr MARQUARDT Gerhard, ANTWERP Mr. MARQUARDT Gerhard, ANTWERP Mr MASSART MASSART Henri, LIEGE Mr. MASSART Henri, LIEGE Mr MASSART Marcel, SERAING Mr Marcel, SERAING Mr. MASSI Marcel, MASSI Marcel, SAINT-GEORGES-SUR-MEUSE Mr SAINT-GEORGES-SUR-MEUSE Mr. MASSON Gustave, MASSON Gustave, LIEGE Mr MATTHEUS Marcel, LIEGE Mr. MATTHEUS Marcel, MONTAIGU- ZICHEM SCHERPENHEUVEL -ZICHEM Mr MEEUS Rene´, TIENEN Mr. MEEUS Rene´, TIRLEMONT Mr. MEJOR Norbert, Mr MEJOR Norbert, LIEGE Mr MELIN Francois, SAINT-NICOLAS LIEGE Mr. MELIN Francois, SAINT-NICOLAS Mr. Mr MELOTTE Andre, AARLEN Mr MESSINES Gerard, LESSES Mr MELOTTE Andre, ARLON Mr. MESSINES Gerard, MEUNIER Camil, GENEPIEN Mr MEUREE Jean, HAM-SUR- LESSINES Mr. MEUNIER Camil, GENAPPE Mr. HEURE-NALINNES Mr MICHEL Marcel, CHARLEROI Mr MINJAUW MEUREE Jean, HAM-SUR-HEURE -NALINNES Mr. Marc, OVERPELT Mr MODOLO Isidoro, TINLOT Mr MOORTHAMER MICHEL Marcel, CHARLEROI Mr. MINJAUW Marc, Aloys, BRASSCHAAT Mr MOREELS Alfons, GERAARDSBERGEN OVERPELT Mr. MODOLO Isidoro, TINLOT Mr. Mr MULLENDER Willy, MERBES-LE-CHATEAU Mr MULLENS Le MOORTHAMER Aloys, BRASSCHAAT Mr. MOREELS ´on VIRTON Mr MULLER Pierre, OUPEYE Mr MULLERS Mathias, Alfons, GRAMMONT Mr. MULLENDER Willy, MERBES- EUPEN Mr MURAILLE André, LIEGE LE-CHATEAU Mr. MULLENS Le´on, VIRTON Mr. MULLER Pierre, OUPEYE Mr. MULLERS Mathias, EUPEN Mr. MURAILLE Andre, LIEGE M. NAUDTS Raymond, MEISE M. Mr. NAUDTS Raymond, MEISE Mr. NIETVELT Jan, KAPELLEN M. NietVELT Jan, KAPELLEN Mr. NIHART NIHART Marcel, SERAING Mrs. Marcel, SERAING Ms. NISET Jeannine, NISET Jeannine, EVERE M. NOEL EVERE Mr. NOEL Andre´, AMAY Mr. Andre´, AMAY M. NOEL Roger, NOEL Roger, TINLOT Mr. NOLLET TINLOT M. NOLLET Rene, HALEN Rene, HALEN Mr. NOULET Roger, M. NOULET Roger, TOURNAI M. TOURNAK De Mr NOWE Gilbert, NOWE Gilbert, CHAPLES-OP-DEN- KAPELLE-OP-DEN-BOS BOS M. OELBRANDT Lucien, BEVEREN M. Mr OELBRANDT Lucien, BEVEREN OLEFFE Albert, SAMBREVILLE M. Mr OLEFFE Albert, SAMBREVILLE OLIVIER Carly, SERAING M. OLSSON De heer OLIVIER Carly, SERAING Hubert, ANVERS M. ORBAN Le´o, Mr OLSSON Hubert, ANTWERP SERAING M. ORGANE Gilbert, LOUVAIN Mr ORBAN Le´o, SERAING Mr ORGANE Gilbert, LEUVEN M. PAESCHEN Roger, AWANS M. Mr. PAESCHEN Roger, AWANS PAUWELS Jozef, KALMTHOUT M. Mr PAUWELS Joseph, KALMTHOUT PEETERMANS Maurice, SAINT-TROND M. Mr PEETERMANS Maurice, SINT-TRUIDEN PERGER Joseph, FOSSES-LA-VILLE M. From PERGER Joseph, FOSSES-LA-VILLE PERILLEUX Jean, NEUPRE M. PERRIN From heer PERILLEUX Jean, NEUPRE Raymond, SERAING M. PETERS Alphonse, Mr. PERRIN Raymond, SERAING BLEGNY M. PETERS Fernand, GRACE- Mr PETERS Alphonse, BLEGNY HOLLOGNE M. PHILIPPE Raymond, BERCHEM- Mr. PETERS Fernand, GRACE-HOLLOGNE SAINTE-AGATHE M. PICALAUSA Louis, HAL M. PIERARD Mr PHILIPPE Raymond, SAINT AGATHA BERCHEM Franc¸ois, ZOERSEL M. PIETERS Bernard, ZWIJNDRECHT Mr PICALAUSA Louis, HALLE M. PIRARD Francis, HERSTAL M. PIRE Rene´, CLAVIER M Mr PIERARD Franc¸ois, ZOERSEL PIRON Leon, SERAING M. PIROTTE Freddy, WANZE M. Mr PIETERS Bernard, ZWIJNDRECHT POLUDNIAK Hendrik, GENK M. PONLOT Edouard, WAVRE Mr PIRARD Francis, HERSTAL M. PONSAERTS Karel, ANVERS M. POOT Walthere, From heer PIRE Rene´, KEYBOARD FLEMALLE M. POTTERS Theodore, ANVERS M. POTVIN Mr PIRON Leon, SERAING Omer, BERNSTISSART M. August, FLEMALLE M. PROBST From PIROTTE Freddy, WANZE Lucien, SAINT-NICOLAS Mr POLUDNIAK Hendrik, GENK Mr PONLOT Edouard, WAVER Mr PONSAERTS Karel, ANTWERP Mr POOT Walthere, FLEMALLE Mr POTTERS Theodore, ANTWERP From heer POTVIN Omer, BERNISSART Mr PROBST August, FLEMALLE From heer PROBST Lucien, SAINT-NICOLAS Machine Translated 29644by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP M. PUTTEMANS Louis, KAPELLE-OP-DEN-BOS Mr PUTTEMANS Louis, KAPELLE-OP-DEN-BOS M. PUTZEYS Marcel, FLERON De heer PUTZEYS Marcel, FLERON M. QUEINS Nikolaus, EUPEN De heer QUEINS Nikolaus, EUPEN M. RANDOUR Henri, LA LOUVIERE M. Mr RANDOUR Henri, LA LOUVIERE Mr RELAVISSE Leopold, SERAING M. RELAVISSE Leopold, SERAING Mr REMY REMY Jean, BEAUMONT M. RENARD Jean, BEAUMONT Mr RENARD Jean, Jean, SAMBREVILLE M. RENNUY SAMBREVILLE Mr RENNUY Roger, Roger, JEMEPPE-SUR-SAMBRE M. RENSON JEMEPPE-SUR-SAMBRE Mr RENSON Albert, Albert, LIEGE M. RENSONNET Xavier, VISE LIEGE Mr RENSONNET Xavier, WEZET Mr M. REYNAERTS Gaston, NEUPRE M. REYNAERTS Gaston, NEUPRE Mr. REYNDERS REYNDERS Leopold, OVERPELT M. RICHEL Leopold, OVERPELT Mr. RICHEL Roger, HERSTAL Roger, HERSTAL M. ROBBERECHT Eduard, Mr. ROBBERECHT Eduard, ANTWERP Mr. ANVERS M. RONDEAUX Maurice, NEUPRE RONDEAUX Maurice, NEUPRE Mrs. ROOBAERT Mme ROOBAERT Jeanne, HOEILAART M. Jeanne, HOEILAART Mr. ROOD Jean, LIEGE Mr. ROOD Jean, LIEGE M. ROSSEEL Jules, ROSSEEL Jules, ANTWERPEN Mr. ROSSEEL ANVERS M. ROTTHENER Andreas, BE M. Jules, ANTWERPEN BEVEREN Mr ROUSSELLE ROUSSELLE Guy, SERAING M. RUWET Guy, SERAING Mr RUWET Henri, FLEMALLE Mr Henri, FLEMALLE M. RUYTS Louis, KONTICH RUYTS Louis, KONTICH M. SAEYS Pierre, FLEMALLE Mr SAEYS Pierre, FLEMALLE Mr M. SALENBIEN Eric, LIEGE M. SALENBIEN Eric, LIEGE Mr SCARNIET Euge`ne, MOLENBEEK-SAINT-JEAN M. SCARNIET Euge`ne, SINT-JANS-MOLENBEEK Mr SCHLEPUTZ Jakob, EUPEN M. SCHMIT Albert, SCHLEPUTZ Jakob, EUPEN Mr SCHMIT Albert, NEUFCHATEAU M. SCOONENBURG Roger, NEUFCHATEAU Mr SCHOONENBURG Roger, CHAUMONT-GISTOUX MIES SCHOTJANS Fredy, CHAUMONT-GISTOUX Mr SCHOTJANS Fredy, -LOUVAIN-LA- -LOUVAIN-LA-NEUVE M. SCHREEL Vale`re, BRUGES M. NEUVE Mr SCHREEL Vale`re, BRUGES Mr SCHURMANS Guillaume, SCHURMANS Guillaume, FEXHE-LE-HAUT-CLOCHER M. FEXHE-LE-HAUT-CLOCHER Mr SCIASCIA Luigi, SERAING Mr SCIASCIA Luigi, SERAING M. SEMOULIN Albert, CHARLEROI SEMOULIN Albert, CHARLEROI Mr SERET Leonard, AMAY Ms M. SERET Leonard, AMAY Mlle SERRON Paulette M, SERRON Paulette, SCHAARBEEK Mr SERVAIS Marius, JEMEPPE- SCHAERBEEK SERVAIS Marius, JEMEPPE-SUR-SAMBRE M. SUR-SAMBRE Mr SIMONIS Robert, GINGELOM Mrs SISKA Marie, SIMONIS Robert, GINGELOM Mme SISKA Marie, LA LOUVIERE LA LOUVIERE Mr SLUSE Alfred, LIEGE Mr SMETS Jony, M. SLUSE Alfred, LIEGE M. SMETS Jony, WATERMAEL- WATERMAEL-BOORTE Mr SMETS Josephus, ROTSELAAR Mr BOITSFORT M. SMETS Josephus, ROTSELAAR M. SMOLDERS SMOLDERS Richard, GINGELOM De Mr SOBEK Robert, CHARLEROI Richard, GINGELOM M. SOBEKELOM Robert, CHARLEROI M. Mr SOETAERTS Robert, TIENEN Mr SOEUR Raymond, GINGELOM SOETAERTS Robert, TIRLEMONT M. SOEUR Raymond, Mr SPEELMANS Norbertus, BORGLOON Mr SPIESSENS Antoon, GINGELOM M. SPEELMANS Norbertus, LOOZ M. SPIESSENS TIELT Mr SPINOY Maurice, BUGGENHOUT Mr SPITS Walthere, Antoon, TIELT M. SPINOY Maurice, BUGGENHOUT M. SPITS NEUPRE Mr STEVENS Willy Mr ANTWER IENEN Jean, SAINT- Walthere, NEUPRE M. STEVENS Willy, ANVERS Jean, M. NICOLAS Mr STOCKMANS Andre, WALCOURT Mr STROBBE STIENEN SAINT-NICOLAS M. STOCKMANS Andre, WALCOURT Norbert, TIELT Mr SUBER Juliaan, MACHELEN Mr SWENNEN Jan, M. STROBBE Norbert, TIELT M. SUBER Juliaan, MACHELEN HASSELT Mr SYMONS Emiel, LONDERZEEL Mr SYRYN Roger, M. SWENNEN Jan, HASSELT M. SYM OUR Emiel, LONDERZEEL ALVERINGEM M. SYRYN Roger, ALVERINGEM Mrs. TEFNIN Gabrielle, SPA Ms TEFNIN Gabrielle, SPA Mr M. THIBAUT Augustin, SAINT-NICOLAS M. THIBAUT Augustin, SINT-NIKLAAS Mr THIERENS Robert, SINT-GILLIS-WAAS M. THIERENS Robert, SINT-GILLIS-WAAS Mr THIJS THIJS August, KASTERLEE M. THYSSEN August, KASTERLEE Mr THYSSEN Maurice, Maurice, DURBUY DURBUY Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP 29645 M. TOOTH Ernest, FLEMALLE Mr TOOTH Ernest, FLEMALLE M. TRESELLE Carlo, TOURNAI Mr TRESELLE Carlo, TOURNAI M. TROONBEECKX Franciscus, HEIST-OP-DEN-BERG Mr. TROONBEECKX Franciscus, HEIST-OP-DEN-BERG M. TROUILLARD Joannes, ANVERS Mr TROUILLARD Joannes, ANTWERP M. VALE Jean, ESTINNES Mr. VALE Jean, ESTINNES Mr. M. VAN BORSEL Edouard, AMAY VAN BORSEL Edouard, AMAY Mr. VAN M. VAN BOXEM Georges, GAND BOXEM Georges, GHENT Mr. VAN DAEL M. VAN DAEL Joseph, ANVERS Jozef, ANTWERP Ms. VANDE CASPEELE Mlle VANDE CASPEELE Lydia, GAND Lydia, GHENT Mr. VAN DE MEERSCHE M. VAN DE MEERSCHE Willy, CHARLEROI Willy, CHARLEROI Mr. VAN DE MERLEN Livinus, M. VAN DE MERLEN Livinus, BEVEREN M BEVEREN Mr VAN DE VELDE Rene, ANTWERP Mr VAN DE VELDE Rene, ANVERS M. VAN DE VAN DE WALLE Antoine, LOVENDEGEM Mr VAN WALLE Antoine, LOVENDEGEM M. VAN DEN DEN BOSCH Maurice, BONHEIDEN Mr VAN DEN BOSCH Maurice, BONHEIDEN M. VAN DEN BOSSCHE Mathieu, SCHOTEN Mr VAN DENDER BOSSCHE Mathieu, SCHOTEN M. VAN Franciscus, OUD-TURNHOUT Mr VAN DER VELDE DENDER Franciscus, OUD-TURNHOUT M. VAN Joannes, OLD TURNHOUT Mr. VAN DER WEKEN DER VELDE Joannes, OUD-TURNHOUT M. VAN Polydoor, SINT-GILLIS-WAAS Mr. VAN DESSEL Alfred, DER WEKEN Polydoor, SINT-GILLIS-WAAS M. VAN KAMPENHOUT Mr. VAN DOREN Willy, LONDERZEEL Mr. DESSEL Alfred, KAMPENHOUT M. VAN DOREN Willy, VAN ES Roger, RUMST Mr. VAN EYCKE Petrus, LONDERZEEL M. VAN ES Roger, RUMST M. VAN ZWIJNDRECHT Mr. VAN EYKEN Alphonsius, ROTSELAAR EYCKE Petrus, ZWIJNDRECHT M. VAN EYKEN Mr. VAN GILS Frans, ARENDONK Mr. VAN GOETHEM Alphonsius, ROTSELAAR M. VAN GILS Frans, Georges, GHENT Mrs. VAN HAESENDONCK Esther, SINT- ARENDONK M. VAN GOETHEM Georges, GAND Mme JANS-MOLENBEEK Mr. VAN HAEVERMAET, Frans, VAN HAESENDONCK Esther, MOLENBEEK-SAINT- ANTWERP Mr. VAN HOVE Ghislain, GALMAARDEN Mr. JEAN M. VAN HAEVERMAET Frans, ANVERS M. VAN VAN LEEUW Emile, GANSHOREN Mr. VAN MELE Andre ´ HOVE Ghislain, GAMMERAGES M. VAN LEUW Emile, GANSHOREN TEMSE Mr VAN MOL Roger, TERNAT Mr VAN RAEMDONCK M. VAN MELE Andre´, TAMISE M. VAN MOL Roger, TERNAT M. Baziel, TEMSE Mr VAN RILLAER Roger, KEERBERGEN Mr VAN VAN RAEMDONCK Baziel, TAMISE M. VAN RILLAER Roger, SCHEL Frans, DUFFEL Mr VANAERTENRYCK Joseph, SERAING KEERBERGEN M. VAN SCHEL Frans, DUFFEL M. Mr VANBEVEREN Marcel, ALVERINGEM Mr VANDECAN Paul, VANAERTENRYCK Joseph, SERAING M. VANBEVEREN Marcel, ZAVENTEM Mr VANDECAUTER Emile, BDENOUTERSEM Mr ALVERINGEM M. VANDECAN Paul, ZAVENTEM M. VANDECAUTER VANDECAUTER Emile, BDENOUTERSEM Robert, JEMEPPE- Emile, BOUTERSEM M. VANDEN ABEELE Robert, JEMEPPE-SUR- SUR-SAMBRE Mr VANDENBERGEN Marcel, GERAARDSBERGEN SAMBRE M. VANDENBERGEN Marcel, GRAMMONT M. Mr VANDENBERGHE Gilbert, FLEMALLE Mr VANDENBOSCH Le VANDENBERGHE Gilbert, FLEMALLE M. VANDENBOSCH Le´on, ´on, GEMBLOUX Mr VANDENBOSCH Maurice, LIEGE Mr VANDENMBLOUX M. Maurice, LIEGE M. VANDENBOSSCHE VANDENBOSSCHE Henri, ANTOING Mr VANDENHOUDT Willy, Henri, ANTOING M. VANDENHOUDT Willy, SHIELD M. SCHILDE Jacques Mr VANDERSTEENDE VORST Mr VANDERSTEEN Jacques, FOREST M. VANDOOREN Christian, VANDOOREN Christian, MARCHE-EN-FAMENNE Mr VANRUTTEN MARCHE-EN-FAMENNE M. VANRUTTEN Joseph, LOOZ M. VASE Joseph, BORGLOON Mr VASE Roland, CHAUMONT-GISTOUX Roland, CHAUMONT-GISTOUX M. VASTMANS Georges, ANVERS Mr VASTMANS Georges, ANTWERP Mr VERHOEYEN Andre, M. VERHOEYEN Andre, GERPINNES M. VEIRMAN Arthur, NINOVE GERPINNES Mr VEIRMAN Arthur, NIINTNOVE Mr VELKENEERS M. VELKENEERS Edgard, SAINT-TROND M. VELKENEERS Edgard, TRUIDEN Mr VELKENEERS Gaston, BORGWORM Mr Gaston, WAREMME M. VERDICKT Eduard, WILLEBROEK M. VERDICKT Eduard, WILLEBROEK Mr VERGAUWEN Lucien, VERGAUWEN Lucien, KRUIBEKE M. VERHAEGGEN Yvette KRUIBEKE Mr VERHAEGEN Edouard, ANTWERP Mrs VERHOEGGEN, Edouard -LOUVAIN-LA-NEUVE Mme VERHOEVEN VERHEGGEN Yvette, OTT IGNIES-LOUVAIN-LA-NEUVE Mrs Arlette, FOREST M. VERMEIR Pierre, LEBBEKE M. VERNELEN VERHOEVEN Arlette, VORST Mr VERMEIR Pierre, LEBBEKE Mr Rene, MONTAIGU-ZICHEM M. VERSCHUEREN Franc¸ois, VERNELEN Rene, SCHERPENHEUVEL-ZICHEM Mr ANVERS M. VERSTRICHT Vital, CHARLEROI M. VERSWYVER VERSCHUEREN Franc¸ois, ANTWERP Mr VERSTRICHT Vital, Pierre, ANVERS CHARLEROI Mr VERSWYVER PEN, Pierre Machine Translated 29646by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP Mr. VERTRIEST Camille, ROULERS Mr VERTRIEST Camille, ROESELARE Mr. VISE Erich, EUPEN Mr VISE Erich, EUPEN M. WAGELMANS Maurice, GINGELOM M. Mr WAGELMANS Maurice, GINGELOM WALLEMACQ Jean, CHARLEROI M. Mr WALLEMACQ Jean, CHARLEROIA WANDELS Lucien, NAZARETH M. De heer WANDELS Lucien, NAZARETH WAUTRECHT Robert, CHARLEROI M. Mr WAUTRECHT Robert, CHARLEROI WEERDTS Alfons, ANVERS M. WELLENS Mr WEERDTS Alfons, ANTWERP Maurice, SERAING M. WERBROUCK Mr. WELLENS Maurice, SERAING Werner, ENGIS M. SERAWILK Jean, Mr WERBROUCK Werner, ENGIS SERAWILK WILLEMS Karl, EUPEN M. Mr WILKIN Jean, SERAING WILLEMSSENS Michel, ANVERS M. Mr WILLEMS Karl, EUPEN WILLIEME Marcel, FLEMALLE M. Mr WILLEMSSENS Michel, ANTWERP WINTGENS Franz, LIEGE M. WITTENBERG Mr WILLIEME Marcel, FLEMALLE Johny, HAALTERT M. WOUTERS Edmond, Mr WINTGENS Franz, LIEGE ANVERS M. WUESTENBERG Roger, Mr WITTENBERG Johny, HAALTERT KORTENAKEN Mr WOUTERS Edmond, ANTWERP Mr. WUESTENBERG Roger, KORTENAKEN M. XHENSEVAL Albert, LIEGE De heer XHENSEVAL Albert, LUIK M. ZAMAN Freddy, SERAING Mr ZAMAN Freddy, SERAING M. ZOLLER Leon, BLEGNY M. De heer ZOLLER Leon, BLEGNY ZOVI Guido, DURBUY Mr ZOVI Guido, DURBUY Me´daille d’Or Golden medal Royal decree of 15 June 1996. Royal Decree of 15 June 1996. M. ABRAS Franz, PROFONDEVILLE Mr ABRAS Franz, PROFONDEVILLE Mr M. ABSILLIS Jacques, MALINES M. ABSILLIS Jacques, MECHELEN Mr ADAMS ADAMS Joseph, HEIST-OP-DEN-BERG M. Joseph, HEIST-OP-DEN-BERG Mr AERTS Jozef, AERTS Jozef, BERINGEN Mme AERTS BERINGEN Mrs AERTS Liliane, PERWIJS Mr Liliane, PERWEZ M. AESAERT Alain, AESAERT Alain, NIEUWPOORT Mr AIVALIOTIS NIEUPORT M. AIVALIOTIS Georges, Georges, ANTWERP Mr ALAERTS Petrus, ANVERS M. ALAERTS Petrus, LOMMEL M. LOMMEL Mr ALBERT Maurice, CHARLEROI Mr ALBERT Maurice, CHARLEROI M. ALDENHOFF Francois, LONTZEN Mr ALLAERT ALDENHOFF Francois, LONTZEN M. Christiaan, GENT Mr ALLARD Gerard, WATERLOO ALLAERT Christiaan, GAND M. ALLARD Mr AMIR Alexis, FERRIERES Mr ANCIA Raymond, Gerard, WATERLOO M. AMIR Alexis, ENGIS Mr ANCION Joseph, VOEREN Mrs FERRIERES M. ANCIA Raymond, ENGIS M. ANDRES Marie , VERVIERS Mr ANDRIES Leo, ANCION Joseph, FOURONS Mme ANDRES LILLE Mr ANDRIES Raymond, HAACHT Mr Marie, VERVIERS M. ANDRIES Leo, LILLE ANDRIESSENS Joseph, MERCHTEM Mr M. ANDRIES Raymond, HAACHT M. ANTHOON Romain, ROTSELAAR Mr ANTOINE ANDRIESSENS Joseph, MERCHTEM M. Bernard, SPA Mr ANTOINE Jean, JEMEPPE-SUR- ANTHOON Romain, ROTSELAAR M. SAMBRE Mrs ANTONISSEN Lydie, BEERSE Mr ANTOINE Bernard, SPA M. ANTOINE Jean, APSILLIS Alfons, MECHELEN Mr ARCATI Roger, JEMEPPE-SUR-SAMBRE Mme ANTONISSEN BEVEREN Mr ARROSOIR Roger, KORTENBERG Lydie, BEERSE M. APSILLIS Alfons, Mr ARTOOS Jozef, KAMPENHOUT Mr AUBROECK MALINES M. ARCATI Roger, BEVEREN M. Etienne, HAMME Mr AUQUIER Jean, FRAMERIES ARROSOIR Roger, KORTENBERG M. ARTOOS Jozef, KAMPENHOUT M. AUBROECK Etienne, HAMME M. AUQUIER Jean, FRAMERIES M. BABILON Paul, ANVERS Mr BABILON Paul, ANTWERP Mrs Mme BACKELAND Ingrid, IZEGEM M. BACKELAND Ingrid, IZEGEM Mr BACKERS Richard, SERAING M. BACKERS Richard, SERAING Mr BACKVIS Victor, DROGENBOS Mme BACKVIS Victor, DROGENBOS Mrs BAECKELANDT Godelieve, BRUGES M. BAECKELANDT Godelieve, BRUGES Mr BAEKE Jean, GAND BAEKE Jean, GENT Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP 29647 M. BAELEN Willy, GAND Mr BAELEN Willy, GENT Mr M. BAERT Rudy, STKENE BAERT Rudy, STKENE Mrs Mme BAILLY Elisabeth, FOREST BAILLY Elisabeth, VORST Mr M. BEACON Franc¸ois, BAKEN Franc¸ois, OVERPELT Mr OVERPELT M. BALLAUX Daniel, BALLAUX Daniel, TOURNAI Mr TOURNAI M. BALTUS Edgard, BALTUS Edgard, TROOZ Mr BALUWE TROOZ M. BALUWE Pierre, BRAINE- Pierre, OWNBRAKEL Mr BANIER Victor, L'ALLEUD M. BANIER Victor, PONT-A- PONT -A-CELLES Mrs BAR Elisa, BEYNE- CELLES Mme BAR Elisa, BEYNE- HEUSAY Mr BAR Yvon, ECAUSSINNES HEUSAY M. BAR Yvon, ECAUSSINNES Mr BARBENCON Michel, SIVRY-RANCE M. BARBENCON Michel, SIVRY-RANCE Ms BARREZ Madeleine, HALLE Mrs BAUDINE Mlle BARREZ Madeleine, HAL Mme Marie, FLEURUS Mr BAUDUIN Maurice, BAUDINE Marie, FLEURUS M. BAUDUIN SAMBREVILLE Mr BAURAING Albert, Maurice, SAMBREVILLE M. BAURAING GEMBLOUX Mrs BAURENT Anne, FLEURUS Albert, GEMBLOUX Mme BAURENT Mr BAUTERS Jacques, POPERINGE Mr Anne, FLEURUS M. BAUTERS Jacques, BAVEGHEMS Edouard, HALLE Mr BECQUET POPERINGE M. BAVEGHEMS Edouard, Robert, JETTE Mr BEECK Herman, DUFFEL HAL M. BECQUET Robert, JETTE M. Mr BEETS Josephus, TESSENDERLO Mr BEECK Herman, DUFFEL M. BEETS BEHAEGHE Roger, WEVELGEM Mr Josephus, TESSENDERLO M. BEHAEGHE BEMELMANS Jan, AARTSELAAR Mr BERGEZ Roger, WEVELGEM M. BEMELMANS Jean, TORHOUT Mrs BERKHOF Jeannine, Jan, AARTSELAAR M. BERGEZ Jean, WOLUWE SAINT-LAMBRECHT Mr BERNAERS TORHOUT Mme BERKHOF Jeannine, Antoon, OVERPELT Mr BERNARD Jacques, WOLUWE-SAINT-LAMBERT M. CHARLEROI Mr BERNARD Jean, TOURNAM BERNAERS Antoon, OVERPELT M. BERNARD Jacques, Mr BERNARD Jean, NAMN Mr BERTELS Edmond, LIER Mr CHARLEROI M. BERNARD Jean, TOURNAI M. BERTELERSEL Gaston, BERTELERSEL Gaston, Mr BERNARD Jean, NAMUR M. BERTELS Edmond, LIERRE BERTHE Roger, TOURNAI Mr BERTIAU Felicien, DOUR Mr M. BERTELS Gaston, ZOERSEL M. BERTHE Roger, BERTRAND Marcel, LIEGE Mr BEUCKELEERS Paul, LIER TOURNAI M. BERTIAU Felicien, DOUR M. BERTRAND Mr BEULEN Augustin, SOUMAGNE Mr BEYENS Eric, Marcel, LIEGE M. BEUCKELEERS Paul, LIERRE M. DEINZE Mr BLOMMAERT Guillaume, SCHOTEN Mr BEULEN Augustin, SOUMAGNE M. BEYENS Eric, BLOMME Marcel, LA LOUVIERE De Mr BLOMMEN Rene, DEINZE M. BLOMMAERT Guillaume, SCHOTEN M. SAINT-NICOLAS Mr BLONDIAU Jacques, FRAMERIES Mr BLOMME Marcel, LA LOUVIERE M. BLOMMEN Rene, BODART Charles, GHENT Mr BODART Claude, SAINT-NICOLAS M. BLONDIAU Jacques, FRAMERIES SAMBREVILLE Mr BOECKX Lodewijk, LIER Mr BOEL M. BODART Charles, GAND M. BODART Claude, Maurice, SCHOTEN Mr BOERS Karel, LOMMEL Mrs SAMBREVILLE M. BOECKX Lodewijk, LIERRE M. BOEL BOESMANS Anny, TIENEN De Mr BOGAERTS Etienne, Maurice, SCHOTEN M. BOERS Karel, LOMMEL Mme GENT Mr BOIY Bernard, KAPELLEN Mr BOLLAERT Gustaaf, BOESMANS Anny, TIRLEMONT M. BOGAERTS Etienne, ANTWERP Mrs BOLLENS Mariette, LOVENDEGEM Mr GAND M. BOIY Bernard, KAPELLEN M. BOLLAERT BONG Alfred, EUPEN Mrs BOONE Cecile, CHARLEROI Mr Gustaaf, ANVERS Mme BOLLENS Mariette, BOONEN Hendrik, BOOM Mr BOONEN Joseph, ANTWERP LOVENDEGEM M. BONG Alfred, EUPEN Mme BOONE Mr BORDIN Maurice, CHARLEROI Mr BORSU Serge, Cecile , CHARLEROI M. BOONEN Hendrik, BOOM M. PERUWELZ Mr BOSMAN Pierre, ANTWERP Mr BOSMAN BOONEN Joseph, ANVERS M. BORDIN Maurice, Pierre, LEBBEKE Mr BOSMANS Jozef, BREE Mr BOSMANS CHARLEROI M. BORSU Serge, PERUWELZ M. BOSMAN Leopold, HAACHT Mr BOSMANS Sylvain, HAACHT Mr Pierre, ANVERS M. BOSMAN Pierre, LEBBEKE M. BOSTYN Roge r, GHENT Mrs. BOTTE Ginette, WAVER Mrs. BOSMANS Jozef, BREE M. BOSMANS Leopold, HAACHT BOTTE Mariette, UCCLE M. BOSMANS Sylvain, HAACHT M. BOSTYN Roger, GAND Mme BOTTE Ginette, WAVRE Mme BOTTE Mariette, UCCLE Machine Translated 29648by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP M. BOTTEN Gilbert, OTTIGNIES-LOUVAIN-LA-NEUVE Mr. BOTTEN Gilbert, OTTIGNIES-LOUVAIN-LA-NEUVE Mr. M. BOTTU Willy, TIRLEMONT M. BOUCCIN Roland, BOTTU Willy, TIENEN Mr. BOUCCIN Roland, EIGENBRAKEL BRAINE-L'ALLEUD M. BOUCHERAI Marcel, FARCIENNES Mr. BOUCHERAI Marcel, FARCIENNES Mr. BOUCHERIE M. BOUCHERIE Frans, ROULERS Mme BOUCLIER Frans, ROESELARE Mrs. BOUCLIER Solange, KOEKELBERG Solange, KOEKELBERG M. BOUE Emmanuel BRECHT Mr. BOUEHT Emmanuel, BOUCHERIE BOUGARD Marie, Mme BOUGARD Marie, LIEGE M. BOURGUET Claude, LIEGE Mr BOURGUET Claude, SPA Mrs BOURLET Yvette, SPA Mme BOURLET Yvette, CHARLEROI M. BOVE CHARLEROI Mr BOVE Joseph, ESSEN Mr BOVIJN Bernard, Joseph, ESSEN M. BOVIJN Bernard, GAND M. GHENT Mr BRAECKEVELT Michel, WAREGEM Mr BRAEM BRAECKEVELT Michel, WAREGEM M. BRAEM August, August, ZWIJNDRECHT Mr BRANCKAUTE Ernest, ZWIJNDRECHT M. BRANCKAUTE Ernest, JODAYETIGNE GELDENAKEN Mr BRAYETTE , LESSES Mr BRESSELEERS M. Ridy, LESSINES M. BRESSELEERS Frans, LIERRE Frans, LIER Mrs. BRISON Rosa, BEERSEL Mr. Mme BRISON Rosa, BEERSEL M. BROECKHOVEN BROECKHOVEN Theodoor, DUFFEL Mr. BROQUET Maurice, Theodoor, DUFFEL M. BROQUET Maurice, LEUZE Mme LEUZE Mrs. BRUERS Eliane, BRUSSELS Mr. BRUSSELMANNE BRUERS Eliane, BRUXELLES M. BRUSSELMANNE Victor, LIEGE Mr. BRUYNSEELS Victor, NIJLEN Ms., Victor, LIEGE M. BRUYNSEELS Victor, NIJBERGEN M., BRYNAERTGEN Mr BRYSSINCKX Willy, SCHILDE Mr BUDTS GRIMBERGEN M. BRYNAM BRYNA BRYSSINCKX Isidoor, TREMELO Ms BUELENS Christine, EVERE Mr Willy, SHIELD M. BUDTS Isidoor, TREMELO Mlle BULCKE Michel, HOUTHULST Mr BULTYNCK Erik, BUELENS Christine, EVERE M. BULCKE Michel, WETTEREN Mr BUVE Julien, LANDEN Mr BUYS Frans, S HOUTHULST M. BULTYNCK Erik, WETTEREN M. BUVE INT-GILLIS-WAAS Mr BUYSE Frans, VILVOORDE Mr Julien, LANDEN M. BUYS French, SAINT-GILLIS-WAAS BUYTAERT Fideel, ANTWERP Mr BUYTAERT Ghisleen, M. VILVORYSE M. BUYTAERT Fideel, ANVERS M. BEVEREN Mrs BUZZI FRANZOSO Giuliana, HAM-SUR- BUYTAERT Ghisleen, BEVEREN Mme BUZZI HEURE-NALINNES FRANZOSO Giul iana, HAM-SUR-HEURE-NALINNES Mme CALLEWAERT Liliane, IXELLES Mrs. CALLEWAERT Liliane, ILSENE M. CALLOENS Joseph, ALOST M. Mr. CALLOENS Jozef, AALST Mr. CALONNE Jacques, BERNISSART M. CALONNE Jacques, BERNISSART Mr. CAMBERLIN Pierre, EVERE Mme CAMBERLIN Pierre, EVERE Mrs. CAMERLINCKX Louisa, KRAAINEM Mme CAMERLINCKX Louisa, KRAAINEM Mrs. CAMMAERTS Hilda, KORTENBERG M. CAMMAERTS Hilda, KORTENBERG Mr. CAPIAU Jean, FRAMERIES M. CARELS CAPIAU´ Jean, HALLE And Dere Mr. Andre , MOLENBEEK-SAINT-JEAN M. CARELS Mr CAREME Michel, SINT-JANS- CARETTE Jean, TOURNAI M. CARION Pierre, MOLENBEEK Mr CARETTE Jean, TOURNAI Mr DILBEEK M. CARLIER Willy, ZAFFELARE M. CARION Pierre, DILBEEK Mr CARLIER Willy, CARPENTIER Roland, ANVERS ZAFFELARE Mr CARPENTIER Roland, ANTWERP Mr CAS Roger, WUUSTWEZEL Mr CATTEBEKE Paul, HAM-SUR-HEURE- NALINNES Mr CAULIER M. CAS Roger, WUUSTWEZEL Leonce, OTTIGNIES-LOUVAIN-LA-NEUVE Mr M. CATTEBEKE Paul, HAM-SUR-HEURE-NALINNES CAUWENBERGH Roger, TEMSE Mr CAUWENBERGHS, M. CAULIER Leonce, OTTIGNIES-LOUVAIN-LA-NEUVE Lodewijk, KAPELLE-OP-DEN-BOS Mr CHAPELIER Raymond, M. CAUWENBERGH Roger, TAMISE M. CAUWENBERGHS BLEGNY Mr CHAPELLE Claude, HANNUIT Mirevrille, HANNUIT Lodewijk, KAPELLE-OP-DEN-BOS M. CHAPELIER Mirevrille, CHAVET Mr CHERPION Christian, WEZEMBEEK- Raymond, BLEGNY M. CHAPELLE Claude, HANNUT OPPEM Mr CHEVOLET Freddy, PEPINSTER Mrs CHRISPEELS Mme CHAVET Mireille, LIEGE M. CHERPION Christian, Marie, TUBEKE Mr CHRISTIS Jean, SCHOTEN Mr CIPIDO WEZEMBEEK-OPPEM M. CHEVOLET Freddy, PEPINSTER Frans, KEERBERGEN Mr CLACENS Jose, NAMEN Mr CLAES Mme CHRISPEELS Marie, TUBIZE M. CHRISTIS Jean, Aloys, BURG-REULAND Mr CLAES Hendrik , GINGELOM SCHOTEN M. CIBERGENDO Frans, KEERCLENSO M. KEER , NAMUR M. CLAES Aloys, BURG-REULAND M. CLAES Hendrik, GINGELOM Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP 29649 Mme CLAESKENS Annie, HALEN Mrs. CLAESKENS Annie, HALEN M. CLAESSENS Willy, BERLAAR Mr CLAESSENS Willy, BERLAAR Mr M. CLAEYS Etienne, KAPRIJKE CLAEYS Etienne, KAPRIJKE Mr M. CLAJOT Henri, AMAY M. CLAJOT Henri, AMAY Mr CLAUSE CLAUSE Jean, LESSINES M. Jean, LESSEN Mr CLEPKENS Adrien, CLEPKENS Adrien, AUDENARDE M. OUDENAARDE Mr CLEVER Jean, FLERON CLEVER Jean, FLERON M. CLOET Mr CLOET Walter, WINGENE Mr COCKX Walter, WINGENE M. Werner, Werner, ANTWERP Mr COCX Adriaan, ANVERS M. COCX Adriaan, ANVERS ANTWERP Mr COECK Omer, HEMIKSEM M. COECK Omer, HEMIKSEM M. Mr COECKELBERGS Freddy, RANST Mr COECKELBERGS Freddy, RANST COEGNARTS August, ROTSELAAR Mr M. COEGNARTS August, ROTSELAAR COENEN Alfons, NIJLEN Mr COENEN M. COENEN Alfons, NIJLEN M. Mathieu, MALLE Mr COLARDLUIK Mr COENEN Mathieu, MALLE Mme COIPELJOSENE , GRACE-HOLLOGNE Mrs. COARDIPEL Suzanne, LIEGE Joseph, COLEMONT Yvonne, HALEN Mr COLLARD GRACE -HOLLOGNE Mme COLEMONT Franc¸ois, SAINT-GILLIS Mr COLLAS Yvonne, HALEN M. COLLARD Franc¸ois, Maurice, HASSELT Mr COLLET Arsene, SAINT-GILLES M. COLLAS Maurice, CHARLEROI Mr COLLETTE Jean, AMAY Mr HASSELT M. COLLET Arsene, CHARLEROI COLLIGNON Andre´, AARLEN Mr COLLIGNON M. COLLETTE Jean, AMAY M. COLLIGNON Lucien CHAUDFONTAINE Mr COLLIGNON Andre´, ARLON M. COLLIGNONT Lucien, Maurice, CHARLEROI Mr COLMAN Robert, M. CHAUDF COLLIGNON Maurice, LAARNE Ms COMBOURIEU Nicole, BRUSSELS CHARLEROI M. COLMAN Robert, LAARNE Mr COMELLI Germano, SAMBREVILLE Mr Mme COMBOURIEU Nicole, BRUXELLES M. COMPTE Roger, TREMELO Mr CONJAERTS COMELLI Germano, SAMBREVILLE M. Bonaventura, LOMMEL Mr COOL Roeland, SINT- COMPTE Roger, TREMELO M. CONJAERTS N IKLAAS Mr COOLS Frans, BALEN Mr COOPMAN Bonaventura, LOMMEL M. COOL Roeland, Willy, ALVERINGEM Mrs COOREVITS Annie, SAINT-NICOLAS M. M. COOLS Frans, BALEN OVERIJSE Mr COPPENS Fredie, HERZELE Mr Willy, ALVERINGEM Mme COOREVITS COPPIETERS Eduard, ANTWERP Mrs CORBIER Annie, OVERIJSE M. COPPENS Fredie, Micheline, EDINGEN Mr COREMANS Frans, HERZELE M. COPPIETERS Eduard, ANVERS ROTSELAAR Mr DIL CORNAD DE Henri Mr Mme CORBIER Micheline, ENGHIEN M. CORNELIS Ferdinand, LOCHRISTI Mr CORNELIS COREMANS Frans, ROTSELAAR M. Jean, KAPELLE-OP-DEN-BOS Mr CORNILLE CORNAND Henri, DILBEEK M. CORNELIS Andre´, FLEURUS Mr CORREMANS Paul, Ferdinand, LOCHRISTI M. CORNELIS Jean, ANTWERP Mr COSYNS Jean, THUIN Mr COTTON KAPELLE-OP-DEN-BOS M. CORNILLE Andre Andre´, OPZULLIK Mr COVENTS Andreas, ´, FLEURUS M. CORREMANS Paul, ANVERS BEVEREN De Mr COZIER Jean, TINTIGNY Ms M. COSYNS Jean, THUIN M. COTTON Andre CRAEY Gisela, VILVOORDE Mr CROTT Reiner, ´, SILLY M. COVENTS Andreas, BEVEREN EUPEN Ms CUYPERS Elza, LANAKEN M. COZIER Jean, TINTIGNY Mme CRAEY Gisela, VILVORDE M. CROTT Reiner, EUPEN Mme CUYPERS Elza, LANAKEN M. D'HAUWE Rafael, STEKENE Mr. D'HAUWE Rafael, STKENE Mr. M. D'HOEY Antoon, ZELE Mrs. D'HOEY Antoon, ZELE Mrs. DAELEMANS Frieda, MALINES M. DAELEMANS Frieda, MECHELEN Mr. DAEM Edgard, HERZELE M. DAEMS DAEM Edgard, HERZELE Mr. DAEMS Charles, SCHOTEN Mrs. DALLEMAGNE Charles, SCHOTEN Mrs. DALLEMAGNE Violette, NAMUR Mr. DAMS Theodorus, Violette, NAMEN Mr. DAMS Theodorus, GEEL Mrs. DAMUS Anne, NAMUR Mrs. GEEL Mrs. DAMUS Anne , NAMUR Mrs. DANHIER Yvonne, SCHAERBEEK Mrs DANHIER Yvonne, SCHAARBEEK Mrs. DANHIEUX Annie, DILBEEK Mr DANHIEUX Annie, DILBEEK Mr. DANNEELS Gilbert, BRUGES Mr DANNEELS Gilbert, BRUGES Mr. DARDENNE Claude, METTET Mrs DARDENNE Claude, METTET Mrs. DARDENNE Marie, HAMOIR M. DARDENNE Marie, HAMOIR Mr. DAUBENFELD Simon, TOURNAI DAUBENFELD Simon, TOURNAI Machine Translated 29650by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP M. DAUBY Nicolas, VERVIERS Mr DAUBY Nicolas, VERVIERS Mr M. DAUMERIE Michel, LEUZE-EN-HAINAUT DAUMERIE Michel, LEUZE-EN-HAINAUT Mr M. DAWANCE De´sire´, AMAY M. DE BAETS DAWANCE De´sire´, AMAY Mr DE BAETS Willy, Willy, EVERGEM M. DE BAST Richard, UCCLE EVERGEM Mr DE BAST Richard, Ukkel Mr DE BIE M. DE BIE August, WIJNEGEM M. DE BIE August, WIJNEGEM Mr DE BIE Ludovicus, Ludovicus, STABROEK M. DE BIE Marcel, STABROEK Mr DE BIE Marcel, BONHEIDEN Mr DE BONHEIDEN M. DE BIE Willy, VILVORDE M. BIE Willy, VILVOORDE Mr DE BISSCHOP Andre, DE BISHOP André, DENDERLEUW M. DE DENDERLEUW Mr DE BISSON Felix, ANTWERP BISSON Felix, ANVERS M. DE BLOCK Albert, Mr DE BLOCK Albert, EUPEN Mr DE BLOCK August, EUPEN M. DE BLOCK August, SAINT-GILLIS- SINT-GILLIS-WAAS De Mr DE BOCK Armand, WAAS M DE BOCK Armand, LEBBEKE M. DE LEBBEKE Mr DE BOCK Petrus, BEVEREN Mr DE BOCK Petrus, BEVEREN M. DE BOECK Karel, BOECK Karel, BUGGENHOUT Mr DE BOELPAEP BUGGENHOUT M. DE BOELPAEP Leon, Leon, KAPELLE-OP-DEN-BOS Mr DE BORGER KAPELLE-OP-DEN-BOS M. DE BORGER Jozef, MECHELEN Mr DE BOSSCHER Jean, LA Joseph, MALINES M. DE BOSSCHER Jean, LOUVIERE Mrs. DE BOUVRE Mireille, EVERGEM LA LOUVIERE Mme DE BOUVRE Mireille, Mr DE BRABANDER Herman, LEBBEKE Mrs DE EVERGEM M. DE BRABANDER Herman, BRANDT Henriette, EDINGEN Mr DE BRUYN Constant, LEBBEKE Mme DE BRANDT Henriette, ENGHIEN ERPE-MERE Mr DE BRUYN Walter, ZEMST Mr DE M. DE BRUYN Constant, ERPE-MERE M. DE BRUYN Walter, AARTSELAAR Mr DE CALUWE Alois, BRUYN Walter, ZEMST M. DE BRUYN Walter, ANTWERP Mrs DE CAUWER Sonia, MEISE Mr DE AARTSELAAR M. DE CALUWE Alois, ANVERS CLEEN Albert, Zwijndrecht Mr DE CLEEN Andre, KR Mme DE CAUWER Sonia, MEISE M. DE CLEEN UIBEKE Mr DE CLEEN Eduard, BEVEREN Mr DE Albert, ZWIJNDRECHT M. DE CLEEN Andre, CLERCK Franc¸ois, KAPELLEN Mr DE CLERCK Pierre, KRUIBEKE M. DE CLEEN Eduard, BEVEREN M. LEBBEKE Mr DE CLERCK Stanny, STABROEK Ms DE DE CLERCK Franc¸ois, KAPELLEN M. DE CLERCQ Lucienne, TIELT Ms DE CONINCK Anny, CLERCK Pierre, LEBBEKE M. DE CLERCK KAPELLE-OP-DEN- BOS Mr. DE CRAECKER Hector, Stanny, STABROEK Mlle DE CLERCQ lu cienne, WETTEREN Mrs. DE DECKER Suzanne, HERZELE TIELT Mme DE CONINCK Anny, KAPELLE-OP- Mr. DE DECKERS Jan, NIEL Mr. DE DOBBELAER DEN-BOS M. DE CRAECKER Hector, WETTEREN Billy, ANTWERP Mr. DE DONCKER Daniel, Mme DE DECKER Suzanne, HERZELE M. DE WILLEBROEK Mr. DE DONDER Jan, LONDERZEEL DECKERS Jan, NIEL M. DE DOBBELAER Billy, Mr. DE GANDT Daniel, RONSE Mr. DE GANG Paul, ANVERS M. DE DONCKER Daniel, WILLEBROEK WILLEBROEK Mr. DE GENDT Cyriel, ZWIJNDRECHT M DE DONDER Jan, LONDERZEEL M. DE Mr. DE GENDT Karel, STKENE Mr. DE GRAAF Andre´, GANDT Daniel, RENAIX M. DE GANG Paul, LIER Mr. DE GROOF Richard, SCHOTEN Mrs. DE WILLEBROEK M. DE GENDT Cyriel, ZWIJNDRECHT HAEN Denise, GOOIK Mr. DE HAEN Emilius, DILBEEK M. DE GENDT Karel, STKEN M. DE COUNT Andre´, Mrs. DE HERTOGH Gise`le, CHARLEROI Mr. DE LIERRE M. DE GROOF Richard, SCHOTEN Mme JONGHE Jean, NIEL Mr. DE JONGHE Jozef, BEVEREN DE HAEN Denise, GOOIK M. DE HAEN Emilius, Mr. DE JONGHE Karel, TEMSE Mr. DE KEERSMAEKER DILBEEK Mme DE HERTOGH Gise`le, CHARLEROI Gabriel, MELSELE Mrs. DE KEERSMAEKER Nelly, M. DE JONGHE Jean, NIEL M. DE JONGHE Jozef, KAPELLE-OP-DEN-BOS Mr DE KEGEL Leonard, BEVEREN M. DE JONGHE Karel, TAMISE M. DE LOCHRISTI Mr DE KEGHEL Pierre, KNOKKE-HEIST KEERSMAEKER Gabriel, MELSELE Mme DE Mr DE KEYSER Marc el, ZOMERGEM Mr DE KONING KEERSMAEKER Nelly, KAPELLE-OP-DEN-BOS M. Florent, DENDERMONDE Mr DE KROP Christiane, DE KEGEL Leonard, LOCHRISTI M. DE KEGHEL ANDERLECHT Mr DE LAET Robert, ANTWERP Mr DE Pierre, KNOKKE-HEIST M. DE KEYSER Marcel, LEE Antoon, STABROEK Mr DE MAEYER Roger, SUMMER GEM M. DE KING Florent, TERMONDE BEVEREN Mr DE MAN Theophiel, HAMME Mr DE M. DE KROP Christiane, ANDERLECHT M. DE LAET MESMAEKER Victor , VILVOORDE Robert, ANVERS M. DE LEE Antoon, STABROEK M. DE MAEYER Roger, BEVEREN M. DE MAN Theophile, HAMME M. DE MESMAEKER Victor, VILVORDE Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29651 M. DE MEULDER Domien, ANVERS Mr. DE MEULDER Domien, ANTWERP Mr. DE M. DE MEYER Marc, LED Mme DE MEYER Marc, LEDE Mrs. DE MOYTER MOYTER Jeannine, BERCHEM-SAINTE-AGATHE M. DE Jeannine, SINT-AGATHA-BERCHEM Mr. DE MULDER MULDER Andreas, BEVEREN M. DE MULDER Juul, Andreas, BEVEREN Mr. DE MULDER Juul, KRUIBEKE KRUIBEKE M. DE MUNCK Joseph, ZOTTEGEM Mlle DE Mr. DE MUNCK Jozef, ZOTTEGEM Ms. DE NAEYER NAEYER Nicole, ANVERS M. DE NYS Patrick, WOLUWE- Nicole, ANTWERP Mr DE NYS Patrick, WOLUWE SAINT- SAINT-PIERRE M. DE PAUW Gerard, SCHOTEN M. DE PIETERS Mr DE PAUW Gerard, SCHOTEN Mr DE PEUTER Eddy, NIEUPORT M. DE PIERPONT Hugues, PEUTER Eddy, NIEUWPOORT Mr DE PIERPONT ETTERBEEK M. DE POOTER Patrick, ANVERS M. DE PRE Hugues, ETTERBEEK Mr DE POOTER Patrick, ANTWERP Hector, BEERNEM M. DE KNIGHT Heinrich, ANVERS M. Mr DE PRE Hector, BEERNEM De Mr DE RIDDER DE RIDDER Julien, OPWIJK M. DE KNIGHT Robert, Heinrich, ANTWERP Mr DE RIDDER Julien, OPWIJK Mr WOLUWE-SAINT-LAMBERT M. DE KNIGHT Yves, ANVERS DE RIDDER Robert, SAINT-LAMBRECHT WOLUWE Mr M. DE ROECK August, ZWIJNDRECHT Mme DE ROYE DE RIDDER Yves, ANTWERP Mr DE ROECK August, Gerda, WILLEBROEK M. DE CREATOR Florent, BEVEREN ZWIJNDRECHT Mrs DE ROYE Gerda, WILLEBROEK Mr M DE SCHRYVER Henri, RUMST M. DE SMEDT Clement, DE SCHEPPER Florent , BEVEREN Mr DE SCHRYVER ANVERS Mme DE SMEDT Josee, LEBBEKE M. DE SMEDT Henri, RUMST Mr DE SMEDT Clement, ANTWERP Mrs. DE Raoul, ANVERS M. DE SMEDT Robert, EVERGEM M. DE SMEDT Josee, LEBBEKE Mr DE SMEDT Raoul, ANTWERP SMET Franc¸ois, BEVEREN M. DE SMET Joannes, ANVERS Mr DE SMEDT Robert, EVERGEM Mr DE SMET Francois, M DE TOLLENAERE Jos, ANVERS M. DE TRIF The´ophile, BEVEREN Mr DE SMET Joannes, ANTWERP Mr DE ROOSDAAL M. DE TURCK Lodewijk, MACHELEN Mme DE TOLLENAERE Jos, ANTWERP De hee r DE TRIF The´ophile, VLESCHAUWER Jacqueline, ZOTTEGEM M. DE ROOSDAAL Mr. DE TURCK Lodewijk, MACHELEN Mrs. DE VEESCHAUWER Lucien, ANVERS M. DE VOGELAERE VEESCHAUWER Jacqueline, ZOTTEGEM Mr. DE Norber t, MERELBEKE M. DE VOS Albert, ANVERS M. DE VLEESCHOUWER Lucien, ANTWERP Mr. DE VOGELAERE VOS Kamiel, LEBBEKE M. DE VRIES Henri, ANVERS M. Norbert, MERELBEKE Mr. DE VOS Albert, ANTWERP. Mr DE DE VRIESE Roger, HEMIKSEM M. DE WACHTER Alain, VRIES Henri, ANTWERP Mr DE VRIESE Roger, HEMIKSEM ANVERS M. DE WEIRT Henri, ANVERS Mme DE WILDE Mr DE WACHTER Alain, ANTWERP Mr DE WEIRT Henri, Erna, BRUGES M. DE WILDE Jacques, GRAMMONT M. DE ANTWERP Mrs DE WILDE Erna, BRUGES Mr DE WILDE WIN Alfons, TERVUREN M. DE WIT Robert, LONDERZEEL Jacques, GERAARDSBERGEN Mr DE WIN Alfons, TERVUREN M. DE WOLF Walter, HEMIKSEM M. DEBAAR Jacques, De Mr DE WIT Robert, LONDERZEEL Mr DE WOLF Walter, PEPINSTER M. DEBOEL Ludovicus, RANST Mme DEBOIS HEMIKSEM Mr DEBAAR Jacques, PEPINSTER Mr DEBOEL Marie, HUY M. DEBROCK Roland , OSTENDE M. DEBRONE Ludovicus, RANST Mrs DEBOIS Marie, HOEI Mr DEBROCK Andre, HALEN M. DEBRUYNE Marcel, ALVERINGEM M. Roland, OSTEND Mr DEBRONE Andre, HALEN Mr DEBRUYNE DEBRUYNE Willy, DIXMUDE M. DEBUYSER Marcel, Marcel, ALVERINGEM De Mr DEBRUYNE Willy, DIKSMUIDE WAASMUNSTER M. DEBYE Jean, VERVIERS M. DECKERS Mr DEBUYSER Marcel, WAASMUNSTER Mr DEBYE Jean, Gabriel, ANVERS M. DECKERS Pierre, MEUWEN- VERVIERS Mr DECKERS Gabriel, ANTWERP Mr DECKERS GRUITRODE Jo Mme DECKERS WAVRE M. DECOBECQ Pierre, MEUWEN-GRUITRODE Mrs DECLEVE Josseline, Willy, TOURNAI M. DECOENE Walter, GISTEL M. WAVER Mr DECOBECQ Willy, DOORNIK Mr D ECOENE DECRAEMER Andre, MIDDELKERKE M. DEDOBBELEER Walter, GISTEL Mr DECRAEMER Andre, MIDDELKERKE Mr Franc¸ois, SAINT-PIETER-LION M. DEFIZE Maurice, LIEGE DEDOBBELEER Francois, SINT-PIETER-LEEUW Mr DEFIZE M. DEFORT Rene´, NAMUR M. DEFRAENE Michel, SILLY Maurice, LIEGE Mr DEFORT Rene´, NAMEN Mr DEFRAENE M. DEFRAINE Felicien, ANVERS M. DEFRAITURE Andre, Michel, OPZULLIK Mr DEFRAINE Felicien, ANTWERP Andre, JALHAY Mr DEFRAITURE JALHAY Machine Translated 29652by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP M. DEGANSEMAN Leon, PONT-A-CELLES Mr DEGANSEMAN Leon, PONT-A-CELLES Mr M. DEGOUYS Jacques, IXELLES Mrs. DEGOUYS Jacques, ILSENE Ms DEGRAVE DEGRAVE Mireille, FURNES M. DEGREZ Mireille, VEURNE Mr DEGREZ Edmond, Edmond, ARLON M. DEGRYSE Daniel, AARLEN Mr DEGRYSE Daniel, ZAVENTEM Mr ZAVENTEM M. DEKIMPE Gilbert, DEKIMPE Gilbert, HARELBEKE Mr DELABY HARELBEKE M. DELABY Jacques, LA Jacques, LA LOUVIERE Mr DELABY Jean, LA LOUVIERE M. DELABY , LA LOUVIERE LOUVIERE Mr DELANG Willy, LEUVEN Mr M. DELANG Willy, LOUVAIN M. DELANGHE DELANGHE Joseph, MORTSEL Mr DELANNOY Jozef, MORTSEL M. DELANNOY Jean, Jean, SCHAERBEEK Mr DELANNOY Michel, SCHAERBEEK M. DELANNOY Michel, ANTOING Mr DELARBRE Joseph, ANTWERP ANTOING M. DELARBRE Joseph, ANVERS Mr DELATTRE Bernard, EDINGEN Mr M. DELATTRE Bernard, ENGHIEN M. DELATTRE Roger, DOUR Mr DELBOVE Pierre , DELATTRE Roger, DOUR M. DELBOVE CHARLEROI Mr DELCAMPE Claude, CHARLEROI M. DELCAMPE Claude, PERUWELZ Mr DELCROIX Frans, SCHOTEN PERUWELZ M. DELCROIX Frans, Mr DELGOFFE Marcel, OTTIGNIES-LOUVAIN- SCHOTEN M. DELGOFFE Marcel, LA-NEUVE Mr DELME Joseph, ESNEUX Mr OTTIGNIES-LOUVAIN-LA-NEUVE M. DELMEZ Albert, LIEGE Mr DELMOITIEZ Guy, DELME Joseph, ESNEUX M. DELMEZ SCHAARLEROI Mej. Mr DELRUELLE Servais, Albert, LIEGE M. DELMOITIEZ M Guy, SCHAERBEEK M. JUPRELLE Mrs DELSTANCHES Jeannine, WOLUWE SAINT- DELRUELLE Servais, JUPRELLE Mrs. DELSTANCHES LAMBERT Mr DELVAUX Theophile, HERK-DE-STAD Mr Jeannine, WOLUWE-SAINT-LAMBERT M. DELVAUX DELVAUX Yvon, LEUZE-EN-HAINAUT Mr DELWINCHE Theophile, HERCK-LA-VILLE M. DELVAUX Yvon, LEUZE- Robert, OTTIGNIES-LOUVAIN Mr LA-NEUVEIN DEM ANY EN-HAINAUT M. DELWINCHE Robert, OTTIGNIES-D- Alfred, LIEGE Mr DEMARBAIX Georges, BRUNEHAUT Mr LAUIN LIEGE M. DEMARBAIX Georges, BRUNEHAUT DEMARET Jean, CHAUDFONTAINE Mr DEMARET Jean, M. DEMARET Jean, CHAUDFONTAINE M. DEMARET Jean, BRUSSELS Mr DEMESMAEKER Andre´, VORST Mr BRUXELLES M. DEMESMAEKER Andre´, FORE ST M. DEMEULEMEESTER Jacquie, BRUSSELS Mr DENDAUW DEMEULEMEESTER Jacquie, BRUXELLES M. DENDAUW Jean, VLOESBERG Karel Mr DENENBOURG Petrus, Jean, FLOBECQ M. DENENBOURG Karel, LEBBEKE M. GALMAARDEN Mrs. DENIE Nicole, GALMAARDEN Mr. DENIS DENEYER Petrus, GAMMERAGES Ms. DENIE Nicole, Vital, FARCIENNES Mr. DENISSE Leo, BRASSCHAAT Mrs. GAMMERAGES M. DENIS Vital, FARCIENNES M. DENISSE DENOEL Ivette, LIEGE Mr. DEPOORTERE Dirk, KORTRIJK Mr. Ivme M, LOOPOENEGE M. Dirk, COURTRAI M. DEPREZ DEPREZ Albert, SAMBREVILLE Mr. DEPREZ Francois, DEURNE Albert, SAMBREVILLE M. DEPREZ Francois, DEURNE M. Mr. DEPREZ Leon, GEMBLOUX Mr. DEPREZ Tarcis, IZEGEM DEPREZ Leon, GEMBLOUX M. DEPREZ Tarcis, IZEGEM Mr. DER KINDEREN Roger, RANST Mr. DERBOVEN Ludovicus, M. DER KINDEREN Roger, RANST M. DERBOVEN HERSELT Mr. DERUYCK Emilien, MOUSCROEN Mr. DESAUTEZ Ludovicus, HERSELT M. DERUYCK Emilien, MOUSCRON , Jean, CHATELET Mrs. DESCHEPPER Alida, BEERSEL. CHATELET Mrs DESCHEPPER Alida, BEERSEL Mrs DESCY Monique, RIXENSART M. DESMET Jean, BINCHE M. DESMET Valeer, TIELT M. DESONDRE Jean, TOURNAI M. DESPIEGELAERE Robert, OUDENBURG M. DESSOUBRQ M. Jean, MOUS M. SPA DETIEGE Alfons, HERENTHOUT M. DETILLOUX Louis, LOUVAIN Mrs. DETINNE Magdalena, GAND M. DETOURNAY Paul, PERUWELZ M. DEVILEZ Willy, FARCIENNES M. DEVIVIER Guy, LIEGE M. DEVLAMINCK Claude, LA LOUVIERE Mrs. DESCY Monique, RIXENSART Mr. DESMET Jean, BINCHE Mr. DESMET Valeer, TIELT Mr. DESONDRE Jean, TOURNAI Mr. DESPIEGELAERE Robert, OUDENBURG Mr. DESSOUBRIE Jean, MOUSCROON Mr. DESTREBECQ Jean, SPA Mr. DETIEGE Alfons Mr., HERENTHOUT DETILLOUX Louis, LEUVEN Mrs DETINNE Magdalena, GHENT Mr DETOURNAY Paul, PERUWELZ Mr DEVILEZ Willy, FARCIENNES Mr DEVIVIER Guy, LIEGE Mr DEVLAMINCK Claude, LA LOUVIERE Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL JOURNAL 29653 M. DEVRIESE Lucien, BERNISSART Mr. DEVRIESE Lucien, BERNISSART Mr. M. DEWAEGENAERE Hedwige, ANVERS DEWAEGENAERE Hedwige, ANTWERP Mr. M. DEWITTE Bernard, MIDDELKERKE M. DEWITTE Bernard, MIDDELKERKE Mr. DEWOLF DEWOLF Roger, KLUISBERGEN M. Roger, KLUISBERGEN Mr. DEWULF Walter, DEWULF Walter, HARELBEKE M. HARELBEKE Mr. DHAENE Rene, KORTRIJK Mr. DHAENE Rene, COURTRAI M. DHONDT DHONDT Robert, OOSTKAMP Mr. Eric, Mr. ZINGEM Robert, OOSTKAMP, M. DHONT Eric DICKENSCHEID Marcel, FLEMALLE Mr DIELS DICKENSCHEID Marcel, FLEMALLE M. Jozef, MOL Mr DIERCKX Constant, RANST Mr DIELS Joseph, MOL M. DIERCKX DISKEUVE Hector, BEAURAING Mr DOBBENIE Ivo, Constant, RANST M. DISKEUVE Hector, WILLEBROEK Mr DOCKX Willy, KONTICH Mr BEAURAING M. DOBBENIE Ivo, DOCQUIER Joseph, REMICOURT Mr DOCQUIER WILLEBROEK M. DOCKX Willy, KONTICH Joseph, LOMMEL Andre Mr DOCQUIER Joseph, M. DOCQUIER Joseph, REMICOURT M. LOMMEL Andre , RAMILLIES Mr DODEMONT The DOCQUIER Joseph, LOMMEL Andre M. ´odore, EUPEN Mr DOMS Hubert, KAPELLE-OP- DOCQUIR , RAMILLIES M. DODEMONT DEN-BOS Mr DONEUR Maurice, BORGLOON Ms The´odore, EUPEN M. DOMS Hubert, DOOMS Arlette, HERNE Mr DOUMONT Emile, KAPELLE-OP-DEN-BOS M. DONOR SAMBREVILLE Ms DRAYE Claudine, GRAVEN Ms Maurice, LOOZ Mlle DOOMS Arlette, DRAYE Marina , GEMBLOUX Mr DROUBA Michel, HERNE M. DOUMONT Emile, SAMBREVILLE CHIEVRES Mr DU CHAU Lugy, GERAARDSBERGEN Mme DRAYE Claudine, GREZ-DOICEAU Mr DUBOIS Odon, GERAARDSBERGEN Mrs Mme DRAYE Marina, GEMBLOUX M. DUBOIS Paulette VORST DROUBA Michel, CHIEVRES M. DU CHAU Lugy, GRAMMONT M. DUBOIS Odon, GRAMMONT Mme DUBOIS Paulette, FOREST M. DUCOBU Roger, UCCLE M. DUCORNEZ Michel, ATH M. DUFAYS Jean, SPA M. DUFRANE M Marcel, BRUXELLES DUHAUT Michel, ANDERLUES M. DUMESNIL Jean, MONS M. DUMORTIER Mr DUCOBU Roger, UCCLE Mr Roger, COURTRAI M. DUPLOUIS Roger, DUCORNEZ Michel, AAT Mr ANTOING M. DUPONCELLE Camille, DUFAYS Jean, SPA Mr DUFRANE BRUXELLES M. DUPONT Emile, JEMEPPE- Marcel, BRUSSELS Mr DUHAUT SUR-SAMBRE M. DUPONT Jules, Michel, ANDERLUES Mr DUMESNIL CHAUDFONTAINE Mlle DUPONT Marie, Jean, BERGEN Mr DUMORTIER Roger, ONHAYE M. DUPONT Pol, HERSTAL M. KORTRIJK Mr DUPLOUIS Roger, DUPRIEZ Raymond, ATH M. DURAND ANTOING Mr DUPONCELLE Camille, Michel, AMAY M. DURIEUX Raymond, BRUSSELS Mr DUPONT Emile, JEMEPPE- TOURNAI M. DUVILLE Julien, GRAMMONT SUR-SAMBRE Mr DUPONT Jules, M. DUYMELINCK André´, HAMME CHAUDFONTAINE Ms DUPONT Marie, ONHAYE Mr DUPONT Pol, HERSTAL Mr DUPRIEZ Raymond, AAT Mr DURAND Michel, AMAY Mr DURIEKUX Raymond, DOORNIK Mr DUVILLE Julien, GERAARDSBERGEN Mr DUYMELINCK André´, HAMME M. EBRAERT Frans, ALOST Mr. EBRAERT Frans, AALST Ms. Mlle EECKELAERS Gabriella, ANVERS EECKELAERS Gabriella, ANTWERP Mr. M. EECKELAERT Armand, KRUIBEKE EECKELAERT Armand, KRUIBEKE Mr. M. EECKHOUT Jozef, IZEGEM M. EECKHOUT Jozef, IZEGEM Mr. EECKHOUT EECKHOUT Ludovic, ANVERS M. Ludovic, ANTWERP Mr. EERAERTS Alfons, EERAERTS Alfons, KAPELLEN M. KAPLEAARSEN Mr. EMOND Claude, QUEVY EGGEMONT Etienne, GRAMMONT M. Mr ENGELEN Tonny, HAMONT-ACHEL Mr ENGELS CHARELEMEL Claude, QUEVY M. Augustin, ANTWERP Mr ETIENNE Emile, FLOREFFE ANGELS Tonny, HAMONT-ACHEL M. Mr EYSKENS Paul, NIJLEN ENGELS Augustin, ANVERS M. ETIENNE Emile, FLOREFFE M. EYSKENS Paul, NIJLEN M. FABRI Josephus, KONTICH Mr FABRI Josephus, KONTICH Mrs. Mrs. FABRY Rita, BERCHEM-SAINTE-AGATHE FABRY Rita, SINT-AGATHA-BERCHEM Mr M. FAGNART Gaston, HENSIES M. FAMENNE FAGNART Gaston, HENSIES Mr FAMENNE Robert, WALCOURT M. FERONT Roger, OHEY Robert, WALCOURT Mr FERONT Roger, OHEY Machine Translated 29654by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP M. FERRY Guy, GERPINNES Mr FERRY Guy, GERPINNES Mr M. FETS Robert, TIRLEMONT FETS Robert, TIENEN Mr FEY M. FEY Jean, WELKENRAEDT Jean, WELKENRAEDT Ms Mme FEYAERTS Fernande, CHARLEROI FEYAERTS Fernande, CHARLEROI Mr M. FEYEN Roger, STABROEK M. FIGGE FEYEN Roger, STABROEK Mr FIGGE Andre´, STEENOKKERZEEL M. Andre´, STEENOKKERZEEL Mr FIJALKOWSKI Georg, EUPEN M. FIJALKOWSKI Georg, EUPEN Mr FLORENTY Andre, HEISTY -DEN-BERG FLORENTY Andre, HEIST- OP-DEN-BERG Mrs. Mme FLORIVAL Eliane, VILVORDE M. FLORIVAL Eliane, VILVOORDE Mr. FLORQUIN FLORQUIN Walter, TOURNAI M. FORSTER Walter, TOURNAI Mr. FORSTER Pierre, Pierre, SAMBREVILLE M. FORTHOMME SAMBREVILLE Mr. FORTHOMME Andre, Andre, WAREMME M. FOULON Willy, BORGWORM Mr. FOULON Willy, ZELZATE Mrs. ZELZATE Mme FOURNEAU Marie, BEYNE- FOURNEAU Marie, BEYNE-HEUSAY Mr. HEUSAY M.AI FOURNIER Jean, FR FOURNIER Mrs. Jean, DOORNIER FRAITURE TOURNAI Mme TINLOT M. FRANCHOIS Florine, TINLOT Mr FRANCHOIS Marnix, VEURNE Marnix, FURNES M. FRANCKEN Adriaan, Mr FRANCKEN Adriaan, KALMTHOUT Mr KALMTHOUT M. FRANKEN Frank, FRANKEN Frank, STABROEK Mrs FRANSIS STABROEK Mme FRANSIS Magy, SAINT- Magy, SINT-TRUIDEN Mr FRANSSENS Camiel, TROND M. FRANSSENS Camiel, BEVEREN BEVEREN Mr FRENIERE Fe´licien, SAMBREVILLE M. FRENIERE Fe´licien, SAMBREVILLE M. GABRIEL Jacques, Mr GABRIEL Jacques, SPA Mr SPA M. GABRIEL Jean, GABRIEL Jean, JALHAY Mr JALHAY M. GABRIELS Marcel, GABRIELS Marcel, BEVEREN Mrs BEVEREN Mrs GABRIELS Marie, GABRIELS Marie, CHARLEROI Mr CHARLEROI M. GARIN Alphonse, GARIN Alphonse, COURCELLES Mr COURCELLES M. GEERAERT Jean, GEERAERT Jean, NIEUWPOORT Mr NIEUPORT M. GEERAERTS Karel, GEERAERTS Karel, SCHERPENHEUVEL-ZICHEM The Mr MONTAIGU-ZICHEM M. GEERINCKS Modoor GEER, INCKSWEM Mr GEERS Gustaaf, ANTWERP Mr GEERS Gustaaf, ANVERS M. GEERTS GEERTS Armandus, TURNHOUT Mr GEERTS Jean, Armandus, TURNHOUT M. GEERTS Jean, CHARLEROI Mr GEERTS Richard, BEVEREN Mr GEIJSEN CHARLEROI M. GEERTS Richard, BEVEREN Walter, ANTWERP Mr GEKIERE Dirk, GRIMBERGEN Mr M. GEIJSEN Walter, ANVERS M. GEKIERE GENIQUE Gerard, QUEVY Mr GENONCEAUX Yvan, Dirk, GRIMBERGEN M. GENIQUE Gerard, OPZULLIK Mej. GEORGES Jacqueline, WOLUWE SAINT- QUEVY M. GENONCEAUX Jacvan, SILLG , LAMBRECHT Mr GEORIS Amand, BAELEN Mrs GERARD WOLUWE-SAINT-LAMBERT M. GEORIS Ginette, AUBANGE Mr GERITS Hendrik, LOMMEL Mr Amand, BAELEN Mrs. GERARD Ginette, GEUENS Franc¸ois, ANTWERP Mr GEURTEN Jose, AUBANGE M. GERITS Hendrik, LOMMEL M. GEUENS BEYNE-HEUSAY Mr GEVAERT Etienne, Mr KORTENBERG Franc¸ois, ANVERS M. GEURTEN Jose, BEYNE- GEYSEN Emilius, TESSENDERLO Mr GEYSEN Frans, HEUSAY M. GEVAERT Etienne, KORTENBERG M. BALEN Mr GHELDOF Jozef, WEVELGEM Mr GHELDOLF GEYSEN Emilius, TESSENDERLO M. GEYSEN Frans, Marcel, ANTWERP Ms GHYS Maria, GHENT Ms GIFFROID BALEN M. GHELDOF Jozef, WEVELGEM M. GHELDOLF Rene´e, SAINT-GHISLAIN Mr GIJBELS Edmondus, Marcel, ANVERS Mlle GHYS Maria, GAND Mme ZWIJNDRECHT Mr GILBERT Jacques, GEMBLOUX Mr GIFFROID Rene´e, SAINT-GHISLAIN M. GIJBELS GILBERT Philippe, GEMBLOUX Mr GILLABEL Etienne Edmondus, ZWIJNDERTCHE M. GILBB M. GIL KAPELLE-OP-DEN-BOS GEMBLOUX M. GILLABEL Etienne, KAPELLE-OP-DEN- BOS M. GILLEMOT Leo, DUFFEL Mrs. GILLET Eliane, KRAAI TAKE M. GILLET Mathieu, GRACE-HOLLOGNE M. GILLOT Rene, HAM-SUR-HEURE-NALINNES Mrs. GLOIRE Mireille, MOLENBEEK-SAINT-JEAN M. GLORIE Frans, BOORTMEERBEEK M. GLUSZKO Wladyhir, LIEGE M. EUBPENEL M. Johann GODART Paul, GAMMERAGES Mr. GILLEMOT Leo, DUFFEL Mrs. GILLET Eliane, KRAINEM Mr. GILLET Mathieu, GRACE-HOLLOGNE Mr. GILLOT Rene, HAM-SUR-HEURE-NALINNES Mrs. GLOIRE Mireille SINT-JANS-MOLENBEEK Mr. GLORIE Frans, BOORTMEERBEEK Mr. Wladyhir, LIEGE Mr GOBBELS Johann, EUPEN Mr GODART Paulus, GALMAARDEN Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP 29655 Mrs. GODFROID Marie, LESSINES Ms GODFROID Marie, LESSES M. GODFROID Richard, QUAREGNON Mr GODFROID Richard, QUAREGNON Mr M. GOEMINNE Roger, WAREGEM M. GOEMINNE Roger, WAREGEM Mr GOFFART Andre´, WATERLOO M. GOFFART Andre´, WATERLOO Mr GOFFAUX Francis, WOLUWE-SAINT-LAMBERT GOFFAUX Francis, WOLUWE SAINT Mr GOFFIN Pol, M. GOFFIN Pol, HUY Mlle GOLUBOWA Valentina, HOEI Ms GOLUBOWA Valentina, HALLE Ms Raymonde, HAL Mme Ms. GALON Mlle GOOS Lydia, ANVERS NEUPRE Ms. GOOS Lydia, ANTWERP Ms. GOOSSENS Mrs GOOSSENS Amanda, MERELBEKE M. Amanda, MERELBEKE Mr GOOSSENS Frans, GOOSSENS Frans, MONTAIGU-ZICHEM M. SCHERPENHEUVEL-ZICHEM Mr GOOSSENS Remi, GOOSSENS Remi, ERPE-MERE M. GOOVAERTS ERPE-MERE Mr GOOVAERTS Willy, KEERBERGEN Mr Willy, KEERBERGEN M. GOSSE Andre, GOSSE Andre, ZOTTEUZE Mr Emil-e, ZOTTEGEM EN- ZOTTEGEM M. GOSSIAUX Emile, HAUZE M. M. HAINAUT Mr GOURNAY Michel, BEAURAING Mr GOURNAY Michel, BEAURAING M. GOYVAERTS GOVVAERTS Jozef, HEIST-OP-DEN-BERG Mr Jozef, HEIST-OP-DEN-BERG M. GOYVAERTS GOYVAERTS Willy, LIER Mrs GRAAS Nicole, AARLEN Mr Willy, LIERRE Mrs. GRAAS Nicole, ARLON M. GRAMMET Willy, HOLSBEEK Mr GREGOIRE Jean, GRAMMET Willy, HOLSBEEK M. GREGOIRE FLEMALLE Mr GREUSE Le´ on, PONT-A-CELLES Mr Jean, FLEMALLE M. GREUSE Le´on, PONT-A- GROENINCKX Andreas, OSTEND Mr GRUSLIN Jules, CELLES M. GROENINCKX Andreas, OSTENDE SAINT-HUBERT Mr GUILLAUME Raymond, FLEURUS Mr M. GRUSLIN Jules, SAINT-HUBERT M. GUILLAUME GUILMOT Fernand, NIVELLES Mr GUISLAIN Fredy, Raymond, FLEURUS M. GUILMOT Fernand, BRUNEHAUT Mrs GULPEN Simone, LIEGE Mr GUNS NIVELLES M. GUISLAIN Fredy, BRUNEHAUT Ms. Louis, BEERSE Mr GUSTIN Gaston, ILSENE D Mr GUTKIN GULPEN Simone, LIEGE M. GUNS Louis, BEERSE Antoine, BAELEN Mr GYS Joseph, ANTWERP Mr M. GUSTIN M. GUTKIN Antoine, BAELEN M. GYS GYSELINCK Marcel, EVERGEM Mr GYSELINCK Rene, Joseph, ANVERS M. GYSELINCK Marcel, OVERIJSE Mr GYSEMANS Ludovicus, ANTWERP EVERGEM M. GYSELINCK Rene, OVERIJSE M. GYSEMANS Ludovicus, ANVERS Mme HABRAN Marie, HERVE Mrs. HABRAN Marie, HERVE M. HAESAERT Mauritius, MERELBEKE Mr. HAESAERT Mauritius, MERELBEKE Mr. M. HAESEBEYT Erik, GAND M. HAHN HAESEBEYT Erik, GENT Mr. HAHN Daniel, Daniel, LEBBEKE M. HAHUSSEAU LEBBEKE Mr. HAHUSSEAU Andre´, Andre´, SAMBREVILLE M. HALMES SAMBREVILLE Mr. HALMES Ernst, AMEL Ernst, AMBLEVE M. HANCART Alexis, Mr. HANCART Alexis, ANDENNE Mrs. ANDENNEARD MELLme HANNECART HANNECART Jacqueline HARDI Marcelle, BRUXEAU MEMBERLINE , FLERON M. FLERON Mr HARDY Roland, DIKSMUIDE Mr HARDY Roland, DIXMUDE M. HAUTECLER HAUTECLER Fre´de´ric, OPZULLIK Mr Fre´de´ric, SILLY M. HAUVARLET Raymond, HAUVARLET Raymond, ANTOING Mr ANTOING M. HAUWAERT Georges, HAUWAERT Georges, DOISCHE Mrs DOISCHE Mme HEINDRICKX Christiane, HEINDRICKX Christiane, WAVRE Mr HEINEN WAVRE M. HEINEN Emil, EUPEN M. Emil, EUPEN Mr HEINTZEN Josse, HEINTZEN Josse, SPRIMONT Liliane Mme SPRIMONT Mrs HELAERS Liliane, KRAINEM HELAERS , KRAINEM M. HELEN Georges, Mr HELEN Georges, ANDERLECHT Mr ANDERLECHT M. HEMELINCKX Paul, HEMELINCKX Paul, GOOIK. GOOIK Mme HENDRICE Arnoldine, HERSTAL M. HENDRICKX Edouard, ENGHIEN M. HENDRICKX Louis, VILLERS- LA-VILLE Mme HENRY Anne, GEPINNES Mrs. HENDRICK Arnoldine, HERSTAL M. HEREMANS Joannes, HERSEL ´, Mr. HENDRICKX Edouard, EDINGEN Mr. WILLEBROEK M. HERMANS Pierre, HENDRICKX Louis, VILLERS-LA-VILLE Mrs. TERMONDE Mme HERNALSTEEN Jeanine, HENRY Anne, GERPINNES Mr. HEREMANS BRAINE-L'ALLEUD M. HERNAY Raymond, Joannes, HERSELT Mr. HERMANS Andre´, LIEGE M. HEYLEN Marcel, AARSCHOT WILLEBROEK Mr. HERMANS Pierre, DENDERMONDE Ms. Jeanine, OWNBRAKEL Mr HERNAY Raymond, LIEGE Mr HEYLEN Marcel, AARSCHOT Machine Translated 29656by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP Mme HEYMANS Marie, NINOVE Mrs. HEYMANS Marie, NINOVE Mme HEYNS Reinhilde, TURNHOUT Mrs. HEYNS Reinhilde, TURNHOUT M. HILLAERT Herbert, TERMONDE Mr. HILLAERT Herbert, DENDERMONDE Mr. M. HOFKENS Gerard, BEVEREN M. HOFKENS Gerard, BEVEREN Mr. HOFKENS HOFKENS Prosper, ANVERS M. Prosper, ANTWERP Mr. HOLLANDE Hugues, HOLLANDE Hugues, SCHAERBEEK M. SCHAARBEEK Mr. HOLSBEEK Andre Mr. HOLSBEEK Andre, GLABRNAEK M. HOFKENS, BRIDGE, HOORNAERT Leopold, HONGEN , IZEGEM Mme HORBACH IZEGEM Mrs. HORBACH Simone, AYWAILLE Simone, AYWAILLE M. HOSKENS Willy, Mr. HOSKENS Willy, BEVEREN Mrs. HOSTE BEVEREN Mme HOSTE Elisabeth, Elisabeth, HERZELE Mr. HOUDY Joseph, HERZELE M. HOUDY Joseph, SAMBREVILLE Mr. HUART Yvon, REBECQ Mr. SAMBREVILLE M. HUART Yvon, HUBERT Willy, OSTEND Mr. HUBIN Victor, Mrs. REBECQ M. HUBERT Willy, OSTEND M. AYWAILLIN Mrs. , GANSHOREN Mr HUBIN Victor, AYWAILLE M.HU HUYBRECHTS Pierre, ANTWERP Mr HUYGEN HOLINCHREN Viviane Pierre, ANVERS Franc¸ois, BORSBEEK Mr HUYGENS Victor, M. HUYGEN Franc¸ois, BORSBEEK M. SCHERPENHEUVEL-ZICHEM Mr HUYSMANS HUYGENS Victor, MONTAIGU-ZICHEM Adolf, ANTWERP Mr HUYSMANS Johannes, M. HUYSMANS Adolf, ANVERS M. LOMMEL Mr HUYSMANS Karel, KAPDEN- HUYSMANS Johannes, LOMMEL M. BOSPE-Karel HUYSMANS Seraphin, SINT- HUYSMANS Karel, KAPELLE-OP-DEN-BOS JANS-MOLENBEEK M. HUYSMANS Seraphin, MOLENBE SAINT- JEAN M. ILEGEMS Hugo, KAPELLEN Mr ILEGEMS Hugo, KAPELLEN Mr M. ILEGEMS Victor, LONDERZEEL ILEGEMS Victor, LONDERZEEL Mr M. IMPENS Andre, LEDE Mme IMPENS Andre, LEDE Mrs ISERBYT ISERBYT Christiane, SCHAERBEEK Christiane, SCHAERBEEK M. JACOBS Jean, VILVORDE Mr JACOBS Jean, VILVOORDE Mr M. JACOBS Robert, CHAUMONT-GISTOUX JACOBS Robert, CHAUMONT-GISTOUX Mr M. JACQUES Edmond, SERAING Mme JACQUES Edmond, SERAING Ms JADOT Gilberte, JADOT Gilberte, LIEGE M. JAMAR Lucien, LIEGE Mr JAMAR Lucien, THEUX Mr JAMINET THEUX M. JAMINET Henri, VERVIERS Mme Henri, VERVIERS Ms JAMMAER Josette, LANDEN JAMMAER Josette, LANDEN M. JANSSEN Mr JANSSEN Jan, EVERGEM Mr. JANSSEN Leo, Jan, EVERGEM M. JANSSEN Leo, KAPELLEN KAPELLEN Mrs. JANSSENS Agnes, KAPELLE-OP- Mme JANSSENS Agnes, KAPELLE-OP-DEN- DEN-BOS Mr. JANSSENS Antondus, ANTWERP BOS M. JANSSENS Antondus, ANVERS M. Mr. JANSSENS Franc¸ois, ANTWERP Mr. JANSSENS Franc¸ois, ANVERS M. JANSSENS JANSSENS Henri, ZAVENTEM Mr. JANSSENS Henri, ZAVENTEM M. JANSSENS Jean, HERENT Jean, HERENT Mr. JANSSENS Jozef, ANTWERPEN M. JANSSENS Jozef, ANVERS M. JANSSENS Mr JANSSENS Luc, RANST Mr JANSSENS Michel, Luc, RANST M. JANSSENS Michel, DE HAAN M. DE HAAN Mr JANSSENS Paul, BRUSSELS. JANSSENS Paul, BRUXELLES M. JANSSENS Paul, ALOST M. JANSSENS Romain, KNOKKE- HEIST M. JANSSENS Wilfried, KORTENBERG M. JANSSENS Willy, NINOVE M. JANUTH Rene, CHARLEROI M. JAQUET Louis, VILVORDE M. JASPERS Peter, TROOZ M. JAUMAIN Guy, Mr JANSSENS Paul, AALST Mr GEMBLOUX M. JEHAY Joseph, LIEGE M. JANSSENS Romain, KNOKKE-HEIST Mr JENNES Antoine, STABROEK M. JOCHMANS JANSSENS Wilfried, KORTENBERG Mr Ludovicus, ROTSELAAR M. JOLY Gilbert, JANSSENS Willy, NINOVE Mr JANUTH Rene, ANDERLUES M. JOOS Jules, Puurs The M. CHARLEROI Mr JAQUET Louis, VILVOORDE JORDENS , OVERPELT M. JORIS Alfred, ANVERS Mr JASPERS Peter, TROOZ Mr JAUMAUX M. JORIS Hubert, SAINT-NICOLAS M. JURE Guy, GEMBLOMAIN Mr JEHAY Joseph, LIEGE Victor, ANVERS Mr JENNES Antoine, STABROEK Mr JOCHMANS Ludovicus, ROTSELAAR Mr JOLY Gilbert, ANDERLUES Mr JOOS Jules, PUURS Mr JORDENS Theodoor, OVERPELT Mr JORIS Alfred, ANTWERP Mr JORIS Hubert, SINT- NIKLA Mr JURE Victor, ANTWERP Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP 29657 Mlle JUVIGNY Liliane, SCHAERBEEK May JUVIGNY Liliane, SCHAARBEEK M. KARKAN Paul, GRIMBERGEN M. Mr KARKAN Paul, GRIMBERGEN Mr KARREMANS Josephus, LUMMEN M. KARREMANS Josephus, LUMMEN Mr KELLER KELLER Francis, PUTTE M. KELTJENS Francis, PUTTE Mr KELTJENS Claude, Claude, VERVIERS M. KENIS Remi, VERVIERS Mr KENIS Remi, BALEN Mr BALEN M. KERREMANS Raymond, KERREMANS Raymond, RANST Mr KETELERS RANST M. KETELERS Lucien, FURNES Lucien, VEURNE Mr KETELS Georges, M. KETELS Georges, WAASMUNSTER WAASMUNSTER Mr KEUTGEN Leo, EUPEN M. KEUTGEN Leo, EUPEN Mme Ms KIECKENS Gabrielle, ASSE Mr KINET KIECKENS Gabrielle, ASSE M. KINET Simon, HOEI Mr KLUBERT Helmut, EUPEN Ms Simon, HUY M. KLUBERT Helmut, EUPEN KOPF Suzanne, TUBEKE Mr KRAFFT Claude, Mme KOPF Suzanne, TUBIZE M. KRAFFT OTTIGNIES-LOUVAIN-LA-NEUVE Mr KRAHY Claude, OTTIGNIES-LOUVAIN-LA-NEUVE Jacques, LIEGE Mr KRIESCHER Wilhelm , M. KRAHY Jacques, LIEGE M. EUPEN Mr KUSTERS Henri, ANTWERP Mr KRIESCHER Wilhelm, EUPEN M. CUSHIONS Henri, KUSSENERS Prosper, ANTWERP Mrs KUSTERS Marie, ANVERS M. CUSHIONS Prosper, ANVERS Mme KUSTERS MAASMECHELEN Marie, MAASMECHELEN Mme LA HAYE Jacqueline, DILBEEK Mrs LA HAYE Jacqueline, DILBEEK Mr M. LAGNEAUX Jean, LES BONS VILLERS LAGNEAUX Jean, LES BONS VILLERS Mr LAHAUT M. LAHAUT Jean, KRUIBEKE M. LALLEMAND Jean, KRUIBEKE Mr LALLEMAND Willy, KOKSIJDE Willy, KOKSIJDE M. LAMBERT Victor, Mr LAMBERT Victor, FLEMALLE Mr LAMBO Pierre, FLEMALLE M. LAMBO Pierre, SERAING M. SERAING Mr LAMME Edgard, HALLE Mr LAMON LAMME Edgard, HAL M. LAMON Camiel, Camiel, OUDENAARDE Mr LANGENS Petrus, AUDENARDE M. LANGENS Petrus, GENK GENK Mr LANGLOIS Robert, GHENT Mrs LARCIN M. LANGLOIS Robert, GAND Mme LARCIN Cecile, 'S GRAVENBRAKEL Mr LASSER Claude, Cecile, BRAINE-LE-COMTE M. LASSER WEMMEL Mr LAUNOY Pierre, WATERMAEL- Claude, WEMMEL M. LAUNOY Pierre, BORSORT Mrs LAURENT Monique, CHARLEROI WATERMAEL-BOITSFORT Mme LAURENT Mr LAUREYS Julien Mr, LEBBEREINS Mr, Monique, CHARLEROI M. LAUREYS Julien, LEBBEREINS Rudi, ANTWERP Mr LAUWERS LEBBEKE M. LAUWEREINS Rudi LAUWEREINS , Alfons, WILLEBROEK Mrs LAUWERS Monique, LAARNE ANVERS M. LAUWERS Alfons, WILLEBROEK Mrs LAVIS Andre´e, FLERON Mr LAZITCH Robert, Mme LAUWERS Monique, LAARNE Mme LAVIS CHARLEROI Mr LEBLICQ John, SINT-PIETERS-LEEUW Andre´e, FLERON M. LAZITCH Robert, CHARLEROI Mr LEBRUN Andre, CHARLEROI Mrs. le, CHARLEROI Mr M. LEBLICQ John, SAINT-PIETERS-LEEUW M. LECHIEN Michel, CHARLEROI Mr LECOCQ Lodewijk, LA LEBRUN Andre, CHARLEROI Mmele`Ile, LOUVIERE Mr LECOUTERE Jacques, WEVELGEM Dc¸ CHARLEROI M. LEBLICQ John, SAINT-PIETERS- Mr LECOYER Raoul, CHATELET Mr LEDOCQ Fernand, LEEUW M. LEBRUN Andre, CHARLEROI Mmele`Ile, SAMBREVILLE Mr LEEMANS Paul, HERK-DE-STAD Mr, CHARLEROI M.LEBRUN Gise LECHIEN Michel, LEERAERT Andreas BEVEREN Mr LEFEBVE Yves, CHARLEROI M. LECOCQ Lodewijk, LA LOUVIERE EIGENBRAKEL Mr LEFEVRE Josse, TOURNAI Mr M. LECOUTERE Jacques, WEVELGEM M. LEFEVRE Serge, JEMEPPE-SUR-SAMBRE Mr LEGRAND LECOYER Raoul, CHATELET M. LEDOCQ Fernand, Charles, OUFFET Mr LEIRS Josephus, ZOERSEL Mrs SAMBREVILLE M. LEEMANS Paul, HERCK-LA- LEJEUNE Marie, BLEGNY Mr Ms LE LEMAIRE Francine VILLE M. LEERAERT AndreasEF, BEVEREN Yve , Alfred, PROFONDEVILLE Mr LEMMER Jean, JETTE Mrs BRAINE-L'ALLEUD M. LEFEVRE Josse, TOURNAI LEMOINE Annie, TUBEKE Mr LENAERTS Gerard, NIJLEN M. LEFEVRE Serge, JEMEPPE-SUR-SAMBRE M. Mr LENAERTS Kamiel, HEMIKSEM Mr LEONARD Joseph, LEGRAND Charles, OUFFET M. LEI RS Josephus, THEUX Mr LEONARD Rene, CHARLEROI ZOERSEL Mme LEJEUNE Marie, BLEGNY Mlle LEMAIRE Francine, LIEGE M. LEMBLIN Alfred, PROFONDEVILLE M. LEMMER Jean, JETTE Mme LEMOINE Annie, TUBIZE M. LENAERTS Gerard, NIJLEN M. LENAERTS Kamiel, HEMIKSEM M. UXLEON LEONARD Rene, CHARLEROIA Machine Translated 29658by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP Mr. LEPOIVRE Constant, HANNUT Mr LEPOIVRE Constant, HANNUIT Mr Mr. LERNOUT Werner, WERVIK LERNOUT Werner, WERVIK Mr LEROY Mr. LEROY Joseph, BORNEM Mr. Joseph, BORNEM Mr LERUTH Francis, LERUTH Francis, SPA Mrs. SPA Ms LESSIRE Lucie, FLOREFFE Mr LESSIRE Lucie, FLOREFFE Mr. LETROYE Jean, CHARLEROI Mr LETROYE Jean, CHARLEROI Mr. LEURART Jacques, 'S GRAVENBRACEL LEURART Jacques, BRAINE-LE-COMTE Mr LEVEQUE Jean, QUEVY Mr LEYS Alphons, Mr. LEVEQUE Jean, QUEVY M. LEYS HEIST-OP-DEN-BERG Mr LEYS Joannes, Alphons, HEIST-OP-DEN-BERG M. LEYS BRASSCHAAT Mr LIBERT Andre, ENGIS Mr Joannes, BRASSCHAAT M. LIBERT Andre, LIBERT Jean, BOUSSU Mrs LIBERTIAUX ENGIS M. LIBERT Jean, BOUSSU Ms. Claudine, SAMBREVILLE Mr LIKENS Albert, LIBERTIAUX Claudine, SAMBREVILLE M. SAMBREVILLE Mr LIEVENS Jean, ANTWERP LIEKENS Albert, SAMBREVILLE M. LIEVENS Mrs. LIMBOURG Marcelle, LESSES Mr LINDERS Jean, ANVERS Mme LIMBOUR Marcelle, Jozef, KAPELLEN Mr LISSENS Camiel, LESSINES M. LINDERS Jozef, KAPELLEN DENDERMONDE Mr LODEWYCKX Louis, M. LISSENS Camiel, TERMONDE M. MEERHOUT Mr LOGE Henri, GHENT Mrs LODEWYCKX Louis, MEERHOUT M. LOGE LOMBAERT Isabelle, ZAVENTEM Mr LOOSVELT Henri, GAND Mme LOMBAERT Isabelle, Eric, ASSE Mrs LOOTENS ErnaTH, GENTOR Mr ZAVENTEM M. LOOSVELT Eric, ASSE Mme Jacques , WEVELGEM Mr LOUIS Jean, NAMEN LOOTENS Erna, GAND M. LOTTHIEM M, Mr LUFFIN Jean, ETTERBEEK Mrs LUFFIN Jacques LOUIS JEAN, NAMUR M. LUFFIN Monique, ETTERBEEK Mr LUYPAERT Raymond, Jean, ETTERBEEK Mrs LUFFIN Monique, BEERSEL Mrs LUYTEN Monique, FARCIENNES ETTERBEEK Mr LUYPAERT Raymond, BEERSEL Mrs LUYTEN Monique, FARCIENNES M. MADOU Willy, MONS Mr. MADOU Willy, BERGEN Mr. M. MAES Jozef, STABROEK MAES Jozef, STABROEK Mr. M. MAES Robert, ZWIJNDRECHT MAES Robert, ZWIJNDRECHT Mr. M. MAES Roger, CHIEVRES M. MAES Roger, CHIEVRES Mr. MAES MAES Roger, BEVEREN M. MAES Roger, BEVEREN Mr. MAES Rudiger, Rudiger, BRASSCHAAT M. MAES BRASSCHAAT Mr. MAES Theodoor, Theodoor, STABROEK M. MAES STABROEK Mr. MAES Walter, Walter, BEVEREN M. MAES Willy, BEVEREN Mr. MAES Willy, DE PINTE DE PINTE M. MAGONETTE Abel, Mr MAGONETTE Abel, LA ROCHE-EN- LA ROCHE-EN-ARDENNE M. MAHO Albert, LINTER ARDENNE Mr MAHO Albert, LINTER Ms MAILLET Mme MAILLET Christiane, FERNELMONT M. Christiane, FERNELMONT Mr MAIRLOT Ste´phane, MAIRLOT Ste´phane, VISE M. MALLEFROY Freddy, WEZET Mr MALLEFROY Freddy, AALST Mr MALLET ALOST M. MALLET Leonard, MALMEDY M. Leonard, MALMEDY Mr MALOMGRE Charles, EDEGEM MALOMGRE Charles, EDEGEM M. MANNAERTS Mr MANNAERTS Jules, MOL Mr MAQUIGNY Albert, Jules, MOL M. MAQUIGNY Albert, ANDENNE Mme ANDENNE Mrs MARBAIS Denise, VILVOORDE Mr MARBAIS Denise, VILVORDE M. MARCELIS Marcel, MARCELIS Marcel, VOSSELAAR Mr MARCHAL Jacques, VOSSELAAR M. MARCHAL Jacques, IXELLES M. ILSENE Mr MARCK Claude, VERVIERS Mr MARECHAL MARCK Claude, VERVIERS M. MARECHAL Albert, Albert, LIEGE Mr MARECHAL Francois , SPRIMONT Mr LIEGE M. MARECHAL Francois, SPRIMONT M. MARICQ Georges, THUIN Mr MARIT Michel, PONT-A- MARICQ Georges, THUIN M. MARIT Michel, PONT- CELLES Mr MARLIER Albert, WAVER Mr MARLIER A-CELLES M. MARLIER Albert, WAVRE M. Alfred, DINANT Mr MARLIERE Robert, SAINT-GHISLAIN MARLIER Alfred, DINANT M. MARLIERE Robert, Mrs MARNEF Jeanne, WILLEBROEK Mr MAROTTA SAINT-GHISLAIN Mme MARNEF Jeanne, Salvatore, BINCHE Mr MAROY Andre´, COURCELLES WILLEBROEK M. MAROTTA Salvatore, BINCHE M. Mr MARTENS Etienne, LOVENDEGEM Mr MARTENS MAROY Andre´, COURCELLES M. MARTENS Hugo, TESSENDERLO Mrs MARTENS Rosanne, Etienne, LOVENDEGEM M. MARTENS Hugo, GERAARDSBERGEN TESSENDERLO Mme MARTENS Rosanne, GRAMMONT Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP 29659 M. MARTHUS Guy, SPA Mr MARTHUS Guy, SPA Mr M. MARX Aloysius, AMBLEVE MARX Aloysius, AMEL Mr M. MARZE Marcel, ETTERBEEK MARZE Marcel, ETTERBEEK Mr M. MASSART Albert, FLOREFFE MASSART Albert, FLOREFFE Mr M. MASSIE Harry, ZOERSEL M. MASSIE Harry, ZOERSEL Mr MASSIN MASSIN Le´opold, AWANS M. Le´opold, AWANS Mr MATAGNE MATAGNE Michel, JEMEPPE-SUR-SAMBRE Michel, JEMEPPE-SUR-SAMBRE Mr MATHYS M. MATHYS Andre, LOUVAIN M. MATHYS Andre, LEUVEN Mr. MATHYS Louis, ORP-JAUCHE Louis, ORP-JAUCHE M. MATTHE Jan, Mr. MATTHE Jan, MORTSEL Mr. MATTHYNSSENS MORTSEL M. MATTHYNSSENS Roland, Roland, BEVEREN Ms. MATTHYS Brigitta, KORTRIJK BEVEREN Mlle MATTHYS Brigitta, COURTRAI Mr. MATTHYS Lucien, ZINGEM Mr. MATTHYSSENS M. MATTHYS Lucien, ZINGEM M. Raymond, EDEGEM Mr. MAWRON Andre´, MAYOR MATTHYSSENS Raymond, EDEGEM M. Jeanine, ZINNIK Mr MEERT Francis, ILSENE Mr MAWET Andre´, FALLORLE Jeanine, SOIGNIES MEERTS Robert, SINT-PIETERS-LEEUW Mrs MEES M. MEERT Francis, IXELLES M. MEERTS Maria, WILLEBROEK Mr MEGANCK Cyriel, Robert, SINT-PIETERS-LEEUW Mme MEES HAALTERT Mr MELIS Erik, STABROEK Mr Maria, WILLEBROEK M. MEGANCK Cyriel, MENEDEME Willy, TOURNIK Mr MERLOT Marcel, HAALTERT M. MELIS Erik, STABROEK M. OUDERGEM Mr MERTENS Laurentius, MENEDEME Willy, TOURNAI M. MERLOT SCHERPENHEUVEL-ZICHEM Ms MES Josee, SINT- Marcel, AUDERGHEM M. MERTENS Laurentius, JANS-MOLENBEEK Mr MESKENS Paul, LEBBEKE MONTAIGU-ZICHEM Mme MES Josee, Mr MEULEHOUCK Wilfried, IZEGEM Mr MOLENBEEK-SAINT-JEAN M. MESKENS Paul, MEULENAERE Raphael, VEURNE Mr MEURIS Joris- LEBBEKE M. MEULEHOUCK Wilfried, IZEGEM HEIST-OP Mr MEUTERMANS Rudolf, SCHOTEN De M. MEULENAERE Raphael, FURNES M. hee r MEYERS Raymond, SCHOTEN Mr MEYS Antoine, MEURIS Joris, HEIST-OP-DEN-BERG M. Rudol HOEGAARDEN Mr MICHA Joseph, ANS Mr MICHAUX Lucien, MEUTERMANS SHOTS M. MEYERS Raymond, LES BONS VILLERS Mr MICHAUX Ze´nobe, JEMEPPE-SUR- SCHOTEN M. MEYS Antoine, HOEGAARDEN SAMBRE Mrs MICHELS Karolina, HOEGAARDEN Mr MICHZ M. MICHA Joseph, ANS M. MICHAUX Lucien, Edmond, BELOEIL Mr MICHIELS Robert, NIVELLES Mr LES BONS VILLERS M. MICHAUX Ze´nobe, MICHIELSEN Charles, HERENTALS Mr MICHIELSEN Hendrik, JEMEP PE-SUR-SAMBRE Mme MICHELS ANTWERP Mr MIGNOLET Henri, LIEGE Mr MINET Albert, Karolina, HOEGAARDEN M. MICHEZ Edmond, NEUPRE Mr MINNEKENS Edward, LIER Mr MOENS Arthur, BELOEIL M. MICHIELS Robert, NIVELLES M. GHENT Mr MOENS Karel, DILBEEK Mr MOLLEZ Jean, Ypres MICHIELSEN Charles, HERENTALS M. Mrs MOMMAERTS Viviane, BEVEKOM Mr MONJAERTS MICHIELSEN Hendrik, ANVERS M. MIGNOLET Guido, EVERE Mr MONJOIE Freddy, AMAY Mr MONTULET Henri, LIEGE M. MINET Edward Albert, Georges, SERAING Mr MOORTGAT Franc¸ois, OVERPELT MINNEUPRE M. , LIERRE M. MOENS Arthur, Mrs MORAI Laure, LIEGE Mr MOREAU Petrus, VLOESBERG GAND M. MOENS Karel, DILBEEK M. MOLLEZ Monique, ALKEN Mr MOURAUX Andre´, FARCIENNES Mr Jean, YPRES Mme MOMMAERTS Viviane, MOUSTY Jacky, MANAGE Mr MULDERS Jean, MANAGE Mrs BEAUVECHAIN M. MONJAERTS Guido, EVERE MULLENS Simone, HALEN Mr MULLER Walter, AMEL Mr M. MONJOIE Freddy, AMAY M. MONTULET MUSEUR Christian, ANTWERP Mrs MUSSCHE Nicole, Georges, SERAING M. MOORTGAT Franc¸ois, OTTIGNIES-LOUVAIN-LA -NEUVE D Mr. MUSSCHE William, OVERPELT Mme MORAI Laure, LIEGE M. ASSENEDE Mrs. MYLLE Erna, BREDENE MOREAU Petrus, FLOBECQ Mme MORREN Monique, ALKEN M. MOURAUX Andre´, FARCIENNES M. MOUSTY Jacky, MANAGE M. MULDERS Jean, MANAGE Mme MULLENS Simone, HALEN M. MULLER Walter, AMBLEVE M. MUSEUR Christian, ANVERS Mme MUSSCHE Nicole, OTTIGNIES-LOUVAIN-LA-NEUVE M. MUSSCHE William, ASSENEDE Mme MYLLE Erna, BREDENE Machine Translated 29660by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP M. NAEGELS Philip, ANVERS Mr NAEGELS Philip, ANTWERP Mr M. NECKEBROECK Fernand, BRUXELLES NECKEBROECK Fernand, BRUSSELS Mr M. NEECKX Ludovicus, ANVERS M. NEELS NEECKX Ludovicus, ANTWERP Mr NEELS Marcel, GAND M. NEGA Guy, BRUXELLES Marcel, GHENT Mr NEGA Guy, BRUSSELS M. NELIS Jacques, SPA M. NELISSE Mr NELIS Jacques, SPA Mr NELISSE Cornelis, Cornelis, STABROEK M. NESER Julien, STABROEK Mr NESER Julien, BLEGNY Mr BLEGNY M. NEYRINCK Marcel, BEERSE NEYRINCK Marcel, BEERSE Mrs. NEYT Dora, Mme NEYT Dora, BRUGES M. NICOLAI BRUGES Mr. NICOLAI Lambert, WAVER Mr. Lambert, WAVRE M. NIERYNCK Ronald, NIERYNCK Ronald, OOSTEND Mr. NietVELT OSTENDE M. NietVELT Gaston, Gaston, BRASSCHAAT Mr. NIHANT Jean, BRASSCHAAT M. NIHANT Jean, WELKENRAEDT Mr. NOBEN Jozef, WELKENRAEDT M. NOBEN Jozef, ZUTENDAAL Mr. NOEL Ge´rard, Mrs. LA ZUTENDAAL M. NOEL Ge´rard, LA BRUYERE NORGA Claudine, VERVIERS Mr BRURGAYERE Mme Claudine, VERVIERS NUVTTENS Pol, WEVELGEM Mrs NVSSEN M. NUYTTENS Pol, WEVELGEM Mme Nicole, THEUX NYSSEN Nicole, THEUX M. OFFERMANS Mathieu, RIEMST Mr OFFERMANS Mathieu, RIEMST Mr M. OLBERTZ Heinrich, RAEREN M. OLBERTZ Heinrich, RAEREN Mr OOMS OOMS Antoon, HECHTEL-EKSEL M. Antoon, HECHTEL-EKSEL Mr OP DE BEECK OP DE BEECK Albert, EVERE M. Albert, EVERE Mr OPHALS Jean, HALLE Mr OPHALS Jean, HAL M. ORBAN ORBAN Richard, RAEREN Mrs OVERFLOW Richard, RAEREN Mme OVERFLOW Rose, MEISE Mr OVERSTEVNS Jan , Rose, MEISE M. OVERSTEYNS Jan, ANTWERP ANVERS Mrs PAELINCK Yolande, GAND Mr Mrs. PAELINCK Yolande, GHENT PAPPIJN Willy, WAREGEM Mr Mr. PAPPIJN Willy, WAREGEM Mr. PAREE Robert, COURCELLES Mr PAREE Robert, COURCELLES Mr. PARET Laurent, JETTE Mr PARET Laurent, JETTE Mr. PAREWYCK PAREWYCK Julien, ALOST Mr Julien, AALST Mr. PASTEELS Francois, PASTEELS Francois, SINT-PIETERS-LEEUW SAINT-PIETERS-LEEUW Mrs. PATERNOSTRE Mrs PATERNOSTRE Elisabeth, SOIGNIES Mr Elisabeth, ZINNIK Mr. PATTEET Gustaf , SCHOTEN PATTEET Gustaaf, SCHOTEN Mr. PAUWELS Mr PAUWELS Francois, BRASSCHAAT Mrs. PAUWELS Francois, BRASSCHAAT Mrs. PAUWELS Jacqueline, SERAING Mr PEEL Norbert, DIKSMUIDE Jacqueline, SERAING Mr. PEEL Norbert, Mr PEET Eduard, SCHILDE Mr PEETERS Henri, DIXMUDE Mr. PEET Eduard, SCHILDE Mr. NIEUWPOORT Mr PEETERS Jos, LAAKDAL Mr PEETERS Henri, NIEUPORT Mr. PEETERS Jos, PEETERS Juliaan, RUMTERPEN Mr PEETERS LAAKDAL Mr. PEETERS Juliaan, RUMST Mr. Juliaan, RUMTERPEN Mr PEETERS Ludovicus, PEETERS Lodewijk, ANTWERP Mr. PEETERS KAPELLEN Mr PEETERS Paul, ZEMST Mr PEETERS Ludovicus, KAPELLEN Mr. PEETERS Paul, Pierre, VILVOORDE Mr PENSIS Jean, FLEURUS Mr ZEMST Mr. PEETERS Pierre, VILVORDE Mr. PEREE Joseph, BLEGNY Mr PEREMANS Maurice, PENSIS Jean, FLEURUS Mr. PEREE Joseph, NINOVE Mr PERSIJN Achiel, LIER Mr PERSONS BLEGNY Mr. PEREMANS Maurice, NINOVE Mr. Francis, UCCLE Mrs. PETITFRERE Ghislaine, PERSIJN Achiel, LIERRE Mr. PERSOONS RENDEUX Mr PHILIPPART Jacques, SINT-JANS- Francis, UCCLE Ms. PETITFRERE Ghislaine, MOLENBEEK Mr PHILIPPE Christian, JEMEPPE-SUR- RENDEUX Mr. PHILIPPART Jacques, SAMBRE Mr PIERRE Jean, NAMEN Mr PIERREQUINT MOLENBEEK-SAINT-JEAN Mr. PHILIPPE Andre´, SINT-JANS-MOLENBEEK Mr PIETER S Alfons, Christian, JEMEPPE-SUR-SAMBRE Mr. PIERRE DENDERMONDE Mr PIETQUIN Joseph, SAMBREVILLE Jean, NAMUR Mr. PIERREQUINT Andre´, Mr PILIER Andre´, WAVER Mr PILLET Andre, MOLENBEEK-SAINT-JEAN Mr. PIETERS Alfons, TREMELO Mrs PIRAUX Andre´e, CHARLEROI Mr TERMONDE Mr. PIETQUIN Joseph, SAMBREVILLE PIROTTE Franc¸ois, SPA Mrs PLACLET Rosa, VILVOORDE Mr. PILLAR Andre´, WAVRE Mr. PILLET Andre, Mr PLAISANT Daniel, NIVELLES TREMELO Ms. PIRAUX Andre´e, CHARLEROI Mr. PIROTTE Franc¸ois, SPA Ms. PLACLET Rosa, VILVOORDE Mr. PLAISANT Daniel, NIVELLES Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP 29661 Mme PLASSCHAERT Rita, ALOST Mrs. PLASSCHAERT Rita, AALST M. PLETINCKX Jean, ENGHIEN M. Mr. PLETINCKX Jean, EDINGEN Mr. PLOMPEN Jean, OSTENDE M. PLOMPEN Jean, OSTEND Mr. POEL POEL Herman, BERINGEN Mme Herman, BERINGEN Mrs. POELAERT POELAERT Odette, HERNE M. Odette, HERNE Mr. POFFE Henri, POFFE Henri, GANSHOREN M. GANSHOREN Mr. POLLET Andre´, POLLET Andre´, DIXMUDE M. DIKSMUIDE Mr. POLLET Eugeen, POLLET Eugeen, LIEDEKERKE M. LIEDEKERKE De Mr POLLET Michel, POLLET Michel, ANVERS M. ANTWERP Mr POPELIER Ludo, KNOKKE- POPELIER Ludo, KNOKKE-HEIST M. HEIST Mr POPIJN Jozef, ANTWERP Mr POPIJN Joseph, ANVERS M. PORTAUWE Alfons, TIELT-WINGE Mr PORTAUWE Alfons, TIELT-WINGE M. PORTIER Daniel, KOKSIJDE Mr PRAET PORTER Daniel, KOKSIJDE M. PRAET Jean, TOURNAI Mr PRAET Marcel, SINT- Jean, TOURNAI M. PRAET Marcel, NIKLAAS Mr PRAPOTNICH Raymond, SAINT-NICOLAS M. PRAPOTNICH SERAING Mr PYLYSER Roger, OSTEND Raymond, SERAING M. PYLYSER Roger, OSTENDE Willy M. QUASSAERT, NINOVE Mr QUASSAERT Willy, NINOVE Mr M. QUINAUX Guy, Chatelet Mme QUINAUX Guy, CHATELET Mrs QUIVREUX Irma, HOUYET QUIVREUX Irma, HOUYET M. RAES Marcel, LOVENDEGEM Mr RAES Marcel, LOVENDEGEM Mr M. RAEYMAECKERS Herman, LANDEN RAEYMAECKERS Herman, LANDEN Mr M. RAILLON Jean, CHARLEROI M. RAILLON Jean, CHARLEROI Mr RAMLOT Elie, RAMLOT Elie, FLOREFFE M. RASKER FLOREFFE Mr RASKER Nicolaus, ANTWERP Nicolaus, ANVERS M. RASQUIN Jean, Mr RASQUIN Jean, DURBUY Mr RAYE DURBUY M. RAYE Jacques, FRAMERIES Jacques, FRAMERIES Mr REEKMANS Albert M. REEKMANS Albert, ZONHOVEN M. Mr, ZONHOVEN REGEMORTELS, Franciscus, REGEMORTS Franciscus, ANVERS M. ANTWERP Mr REGGERS Fernand, HERSTAL REGGERS Fernand, HERSTAL M. Mr REGNART Georges, MERELBEKE Mr RENDERS REGNART Georges, MERELBEKE M. Lucien, GANSHOREN Mr RENIERS Cyriel, Herent RENDERS Lucien, GANSHOREN M. Mr RENNERTZ Heinrich, EUPEN Mr RENNUY RENIERS Cyriel, HERENT M. RENNERTZ Francis, SAMBREVILLE Mr REYNDERS Mr Emile, Heinrich, EUPEN M. RENNUY Francis, OOTRINGLIIK Willy, DENDERMONDE Mr. RISKE SAMBREVILLE M. REYNDERS Emile Jozef, TEMSE Mr. RISKE Leon, BORNEM Mr. RINGOOT Willy M. , TERMONDE M. RIVIERE Jean, PERUWELZ Mr. ROBBERECHTS RISKE Jozef, TAMISE M. RISKE Leon, Frans, MEISE Mr. ROELENS Raf, INGELMUNSTER BORNEM M. RIVIERE Jean, PERUWELZ Mrs. ROELS Jenny, HAMME Mr. ROELS Marcel, M. ROBBERECHTS Frans, MEISE M. GERAARDSBERGEN Ms. ROELS Marie, BEVEREN ROELENS Raf, INGELMUNSTER Mme Mr ROGGEN Hugo, DIEPENBEEK Mr ROISIN Daniel, ROELS Jenny, HAMME M. ROELS Marcel, CHARLEROI Mrs ROLAIN Claudine, NAMEN Mr GRAMMONT Mlle ROELS Marie, ROLLAND Jean, CHARLEROI Mr ROMBAUT Leo, BEVEREN M. ROGGEN Hugo, SINT-NIKLAAS Mrs ROMBEECK Anita, AALST De DIEPENBEEK M. ROISIN Daniel, Mr ROMMELAERE Germain, DIKSMUIDE Mr CHARLEROI Mme ROLAIN Claudine, ROOMS Norbert, LOCHRISTI Mr ROSE Romain, NAMUR M. ROLLAND Jean, CHARLEROI WERVIK Mr ROSSOU Paulus, ANTWERP Mr M. ROMBAUT Leo, SAINT-NICOLAS Mme ROTHEUDT Karl, EUPEN Mr ROTTHIER Roger, ROMBEECK Anita, ALOST M. ZWIJNDRECHT Mr ROULET Marcel, COURCELLES ROMMELAERE Germain, DIXMUDE M. Mr ROUSSELLE Maurice Mr SAMRUVILLE Claude, ROOMS Norbert M. ROCHRISTI , WERVIK LIEGE Mr RUELLE Fernand, MODAVE Mr M. ROSSOU Paulus, ANVERS M. RUYMBEEK Theofiel, KRUIBEKE Mr RUYSSCHAERT ROTHEUDT Karl, EUPEN M. ROTTHIER Jacques, BRUGES Mr RYCKEBOER Hugo, GENT. Roger, ZWIJNDR GENUINE M. ROULET Marcel, COURCELLES M. ROUSSELLE Maurice, SAMBREVILLE M. RUELLE Claude, LIEGE M. RUELLE Fernand, MODAVE M. RUYMBEEK Theofiel, KRUIBEKE M. RUYSSCHAERT Jacques, BRUGES M. RYCKEBOER Hugo, GAND Machine Translated 29662by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP M. RYGAERT Jean, LASNE Mr RYGAERT Jean, LASNE M. SADONES Paul, ZOTTEGEM Mr SADONES Paul, ZOTTEGEM Mrs Mme SAEVELS Maria, MEERHOUT SAEVELS Maria, MEERHOUT Mr M. SAEYS Eddy, SAINT-NICOLAS M. SAEYS Eddy, SINT-NIKLAAS Mr SAEYS SAEYS Lucien, ANDERLECHT M. Lucien, ANDERLECHT Mr SAINT-JEAN SAINT-JEAN Albert, MANAGE M. Albert, MANAGE Mr SALIS Rene, ILSENE SALIS Rene, IXELLES M. SALOME Mr SALOME Gilbert, DE PANNE Mr Gilbert, LA PANNE M. SAMAN Omer , SAMAN Omer, STKENE Mr. SANNEN STICHENE M. SANNEN Petrus, Petrus, BEVEREN Mr. SANTENS Arthur, BEVEREN M. SANTENS Arthur, MIDDELKERKE Mrs. SANTENS Jeanine, MIDDELKERKE Mme SANTENS Jeanine, GENT Mr. SAUTELET Marcel, EIGENBRAKEL GAND M. SAUTELET Marcel, BRAINE- Mr. SAVATTE Yvon, VRESSE-SUR-SEMOIS L'ALLEUD M. SAVATTE Yvon, VRESSE-SUR- Mr. SCHALBROECK Michael, ANTWERP Mr. SEMOIS M. SCHALBROECK Michael, SCHALCKENS, De Georges Mr. SHELFHOUT ANVERS M. SCHALCKENS Georges, Jeroom, BEVEREN Mr. SCHELLEMANS Constant, LOKEREN M. SCHELFHOUT Jeroom, LONDERZEEL Mr. SCHELLES Leo, NIJLEN Mrs. BEVEREN M. SCHELLEMANS Constant, SCHELLINCK Francoise, SINT-PIETERS-LEEUW LONDERZEEL M. SCHELLES Leo, NIJLEN Mme Mr. SCHEPERS Hendrik, LUMMEN Mrs. SCHELLINCK Francoise, SINT-PIETERS-LEEUW SCHEVERNELS Marie, KAPELLE-OP-DEN-BOS Mr. M. SCHEPERS Hendrik, LUMMEN Mme SCHEVERNELS SCHMIT Paulin, COMBLAIN-AU-PONT Mr SCHMITZ Rene, Marie, KAPELLE-OP-DEN-BOS M. SCHMIT COMBLAIN- THEUX Mr SCHOCKAERT Roger, ERPE-MERE Mrs AU-PONT M. SCHMITZ Rene, THEUX M. SCHOCKAERT SCHOOLMASTERS Florence, ROTSELAAR Mr Roger, ERPE-MERE Mme SCHOOL MASTERS Florence, SCHOONEJANS Robert, OVERIJSE Mr SCHOTTE Walter, ROTSELAAR M. SCHOONEJANS Robert, OVERIJSE M. PITTEM Mr SCHRIJVERS Michel, OVERPELT Mr SCHOTTE Walter, PITTEM M. WRITERS Michel, SCHROYEN Paul, HAS SELT Mr SCHTICKZELLE Andre, OVERPELT M. SCHROYEN Paul, HASSELT CHATELET Mr SCHUMACHER Hermann, EUPEN Ms SCHTICKZELLE Andre, CHATELET M. SCHUMACHER SCOLAS Nicole, NIVELLES Ms SCOLLAERT Esthelle, Hermann, EUPEN Mme SCOLAS Nicole, NIVELLES Mme SINT-PIETERS-LEEUW Mr SEGERS Gustavus, RETIE Mr SCOLLAERT Esthelle, SAINT PETE ERS-LEEUW M. SEGERS Louis, KAPELLEN Mr SEGHERS Freddy, SEGERS Gustavus, RETIE M. SEGERS Louis, KAPELLEN WETTEREN Mr SELS Maurice, HASSELT Mrs SELVAIS M. SEGHERS Freddy, WETTEREN M. SELS Maurice, Anne, BRUSSELS Mr SEMPELS Richard, BIERBEEK Mr HASSELT Mme SELVAIS Anne, BRUXELLES M. SENECA Andre, GRIMBERGEN Mr SENECA Gerard, SEMPELS Richard, BIERBEEK M. SENECA Andre, TOURNAI Mr SEPULCHRE Xavier, WOLUWE SAINT MRS GRIMBERGEN M. SENECA Gerard, TOURNAI M. SERTYN Nicole, HAM-SUR-HEURE-NALINNES De Mr SEPULCHRE Xavier, WOLUWE-SAINT-PIERRE Mme SERVAIS Roger, SPRIMONT Mr SEVRIN Georges, SPA SERTYN Nicole, HAM-SUR-HEURE-NALINNES M. Mr SEYS Antoin, LEDEGEM Mr SIDON Guy, ETTERBEEK SERVAIS Roger, SPRIMONT M. SEVRIN Georges, SPA Ms SILLEN Jeannine, ANDERLECHT Mr SIMONS Antoon, M. SEYS Antoin, LEDEGEM M. SIDON Guy, ETTERBEEK KORTRIJK Mr SIMONIS Guy, ZAVENTEM Mr SIMONS Mme SILLEN Jeannine, ANDERLECHT M. SIMONS Benoit, ANTWERP Ms. Jeanine, ANTWERP Mr SIMONS Antoon, COURTRAI M. SIMONIS Guy, ZAVENTEM M. Lodewijk, BONHEIDEN Mrs. SLACHMUYLDERS Diane, SIMONS Benoit, ANVERS Mlle SIMONS Jeanine, ANVERS KAPELLE-OP-DEN-BOS Mr. SLEGERS Andre´, MOL Mr. M. SIMONS Lodewijk, BONHEIDEN Mme SLEPSOW Nicolas, VERVIERS Mr. SMET Roger, SINT- SLACHMUYLDERS Diane, KAPELLE-OP-DEN-BOS M. NIKLAAS Mrs. SMETS Jeanine, Mr. TERVUREN SLEGERS Andre´, MOL M. SLEPSOWEN Nicolas, SMULDERS Joannes , BRASSCHAAT Mr SMITS Walter, VERVIERS M. SMET Roger, SAINT-NICOLAS Mme ANTWERP Mr SMOUT Lucien, BRECHT Mr SMULDERS SMETS Jeanine, TERVUREN M. SMULDERS Joannes, Jean, FLEMALLE Mr SNAUWAERT Wilfried, SINT-NIKLAAS BRASSCHAAT M. SMITS Walter, ANVERS M. SMOUT Lucien, BRECHT M. SMULDERS Jean, FLEMALLE M. SNAUWAERT Wilfried, SAINT-NICOLAS Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP 29663 M. SOMERS Petrus, ANVERS Mr SOMERS Petrus, ANTWERP Mr M. SONEGO Francis, HAM-SUR-HEURE-NALINNES SONEGO Francis, HAM-SUR-HEURE-NALINNES Mr M. SOOGEN Josephus, GULLS-GRUITRED M. SOOGEN Josephus, GULLS-GRUITRODE Mr SOUBRY SOUBRY John, ZEMST M. SPELEMAN Willy, John, ZEMST Mr SPELEMAN Willy, ANTWERP Mr ANVERS M. SPILOES Gustave, EVERGEM Mme SPILOES Gustave, EVERGEM Mrs SPINNOV Liliane, SPINNOY Liliane, BEERSEL M SPRIMONT Elie, BEERSEL Mr SPRIMONT Elie, WANZE Mrs. STAES WANZE Mme STAES Gilberte, ANVERS M. Gilberte, ANTWERP Mr. STALJANSSENS Alphonse, STALJANSSENS Alphonse, TERMONDE Mlle DENDERMONDE Ms. STANZANI Mireille, SINT-JOOST- STANZANI Mireille, SAINT-JOSSE-TEN-NOODE Mme TEN-NODE Mrs. STAS Andre´e, SAINT-NICOLAS Mr. STAS Andre´e, SAINT-NICOLAS M. STEINIER Jules, STEINIER Jules, FRANASVANES-LEZ Mr STERCK FRASNES-LEZ-STERANVING Charles M. , GAND M. Charles, GENT Mr STERKE Gentil, NINOVE Mr STIENLET STERKE Gentil, NINOVE M. STIENLET Emmanuel, Emmanuel, LEUVEN Mr STIEPERAERE Gilbert, KNOKKE- LOUVAIN M. STIEPERAERE Gilbert, KNOKKE-HEIST HEIST Mr STIERS Joseph, CHARLEROI Mr STIEVENART M. STIERS Joseph, CHARLEROI M. STIEVENART Jean, BERGEN Mr STOOPS Adriaan, BERLAAR Mr Jean, MONS M. STOOPS Adriaan, BERLAAR M. STROBBE Jacques, WEMMEL Mrs. STROOBANTS Greta, STROBBE Jacques, WEMMEL Gremeta, STROOBANTS SCHERPENHEUVEL-ZICHEM Mrs. STRUELENS Rosa, MONTAIGU-ZICHEM Mme STRUELENS Rosa, HAL HALLE Mr. STRUVS Robert, NAMN Mrs. SURKIJN M. STRUVS Robert, NAMUR Mme SURKINE Madeleine, RIXENSART Mr. SURKIJN Martin, HALEN Mr. Madeleine, RIXENSART M. SURKIJN Martin, HALEN SWAELENS Gilbert, EVERE Mrs. SWEERS Francine, M. SWAELENS Gilbert, EVERE Mme SWEERS BEERSI Mr. PEN Mr SVMONS Edy, ANTWERP Francine, BEERSEL M. SWINNEN Isidoor, ANVERS M. SYANVERSS Edy, Mme TABURIAUX Ginette, WAVRE Mrs. TABURIAUX Ginette, WAVER Mme TAELMAN Florence, KOEKELBERG Mrs. TAELMAN Florence, KOEKELBERG M. TAELMEESTER Claude, LIEGE M. Mr. TAELMEESTER Claude, LIEGE Mr. TANGHE Maurits, MACHELEN M. TANGHE Maurits, MACHELEN Mr. TAVERNIERS Andre, LA LOUVIERE Mme TAVERNIERS Andre, LA LOUVIERE Mrs. TEBLICK Gabrielle, ZOERSEL M. TERLOO TEBLICK Gabrielle, ZOERSEL Mr. TERLOO Leo, KALMTHOUT, M. TETSEINME Victor Leo, MEISETELINTHOUT Mr. Walter SCHAERBEEK M. TEUNIS Jan, TEISETELINTHOUT TEUCHY Victorine, STABROEK Mme THELIS Marie, TUBIZE SCHAERBEEK Mr TEUNIS Jan, STABROEK M. THEUNIERS Karel, LIERRE M. Mrs THELIS Marie, TUBEKE Mr THEUNIERS THEVISSEN Martin, SPA M. THIBAUT Karel, LIER Mr THEVISSEN Martin, SPA Mr Freddy, BOUSSU M. THIJS Lambert, THIBAUT Freddy, BOUSSU Mr THIJS BOCHOLT M. THIRION Jean, HUY M. Lambert, BOCHOLT Mr THIRION Jean, HOEI THOEN Viktor, ZWIJNDOMRECHT Mme Mr THOEN Viktor, ZWIJNDRECHT Mrs. Francine, CHATELET M. THOMSON THOMAS Francine, CHATELET Mr. Jean, VERVIERS Mme TIELEMANS THOMSON Jean, VERVIERS Mrs. Renilda, MEISE M. TIELEMANS Willy, TIELEMANS Renilda, MEISE Mr. TIELEMANS BUGGENWOUT M. TILMAN Maurice, Willy, BUGGENHOUT Mr. TILMAN Maurice, JODOIGNE M. TILQUIN Roland, GELDENAKEN Mr. TILQUIN Roland, MOLENBEEK-SAINT-JEAN M. BRILLIANT-MOLENGEK Mr. TIMMERMANEK TIMMERMAN Rudiger, BRUGES M. Mr. TIMMERMANEK Mr. TINUITTE Andre, TINHUINTE M. TINHUINTE Maria, SINT- THUIN Mrs. TORDEURS Maria, SINT- PIETERS-LEEUW M. TOUMSON Victor, HUY M. PIETERS-LEEUW Mr. TOUMSON Victor, HOEI Mr. TOURNAI Guy, CHARLEROI M. TRATSAERT TOURNAI Guy, CHARLEROI Mr. TRATSAERT Rene, Rene, ANTOING M. TRIEST Marcel, BEVEREN ANTOING Mr. TRIEST Marcel, BEVEREN Mr. M. TRITSMANS Emiel, ZWIJNDRECHT M. TRITSMANS Emiel, ZWIJNDRECHT Mr. TROOSTERS TROOSTERS Francis, OREYE M. TUERLINCKX Francis, OERLE Mr. TUERLINCKX Ludwig, Ludwig, ZWIJNDRECHT ZWIJNDRECHT Machine Translated 29664by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP M. URBAIN Michel, LA LOUVIERE From heer URBAN Michel, LA LOUVIERE M. UYTTENHOVE André´, MEULEBEKE Mr UYTTENHOVE Andre´, MEULEBEKE M. VAES Hector, HERSTAL Mr VAES Hector, HERSTAL Mr M. VAES Marcellus, ROULERS VAES Marcellus, ROESELARE Mr M. VAILLEMANS Fernand, HAL VAILLEMANS Fernand, HALLE Mr VAN M. VAN ALSENOY Walter, ANVERS ALSENOY Walter, ANTWERP Mr VAN ASSCHE M. VAN ASSCHE Ghislain, SPA M. Ghislain, SPA Mr VAN BALEN Alfons, MORTSEL VAN BALEN Alfons, MORTSEL Mme Mrs VAN BELLE Nicole, ZELLIK Mr VAN BESIEN VAN BELLE Nicole, ZELLIK M. VAN Michel, GHENT Mr. VAN BEVEREN Joseph, BESIEN Michel , GAND M. VAN DUFFEL Mr. VAN BOCXSTAELE Robert, MELLE BEVEREN Joseph, DUFFEL M. VAN Mr. VAN BOGAERT Achiel, BEVEREN Mr. VAN BOCXSTAELE Robert, MELLE M. VAN BORTEL Leo, ANTWERP Mr. VAN BOUWEL BOGAERT Achiel, BEVEREN M. VAN Jozef, ANTWERP Mr. VAN BROECK Hendrik, BORTEL Leo, ANVERS M. VAN BOUWEL BEVEREN Mr. VAN BUEL Hugo , RANST Mr. Joseph, ANVERS M. VAN BROECK VAN CAENEGEM Marc, ZOTTEGEM Mrs. VAN Hendrik, BEVEREN M. VAN BUEL Hugo, CAMPENHOUT Elza, MEISE Mrs. VAN RANST M. VAN CAENEGEM Marc, CAMPENHOUT Maria, KAPELLE-OP-DEN-BOS ZOTTEGEM Mme VAN CAMPENHOUT Mrs. VAN CAUTER Jeannine, DILBEEK Mr. VAN Elza, MEISE Mme VAN CAMPENHOUT CAUTEREN Emiel, ZWIJNDRECHT Mr. VAN Maria, KAPELLE-OP-DEN-BOS Mme VAN CAUTER Jeannine, DAELE Emile, ANTWER Mr. VAN DAM Eduard, BEVEREN Mrs. DILBEEK M. VAN CAUTEREN Emiel, ZWIJNDRECHT M. VAN VAN DAMME Jeanine, GHENT Mrs. VAN DAMME Rita, DAELE Emile, ANVERS M. VAN DAM Eduard, BEVEREN Mme DESTELBERGEN Mr. VAN DAMME Willy, GERAARDSBERGEN VAN DAMME Jeanine, GAND Mme VAN DAMME Rita, Mr. VAN DE CLOODT Victor, ANTWERP Mr. VAN DE WEYER DESTELBERGEN M. VAN DAMME Willy, GRAMMONT M. Jozef, ANTWERP Mr. VAN DECRAEN Lodewijk, BALEN Mrs. VAN DE CLOODT Victor, ANVERS M. VAN DE WEYER VAN DELM M aria, KAPELLE-OP-DEN-BOS Mr VAN DEN Joseph, ANVERS M. VAN DECRAEN Lodewijk, BALEN Mme ABBEELE Roger, SINT-NIKLAAS Mr VAN DEN BERGH VAN DELM Maria, KAPELLE-OP-DEN-BOS M. VAN DEN Gustaaf, ANTWERP Mr VAN DEN BERGH Rene´, SINT-GILLIS- ABBEELE Roger, SAINT-NICOLAS M. VAN DEN BERGH WAAS Mr VAN DEN BERGHE Gaston, GENT Mr VAN DEN Gustaaf, ANVERS M. VAN DEN BERGH Rene´, SINT-GILLIS- BLEEKEN Antoon, ANTWERP Mr. VAN DEN BLEEKEN WAAS M. VAN DEN BE RGHE Gaston, GAND M. VAN DEN Guillaume, KAPELLEN Mr. VAN DEN BOSCH Gilbert, BLEEKEN Antoon, ANVERS M. VAN DEN BLEEKEN Guillaume, BOORTMEERBEEK Mr. VAN DEN BOSCH Paul, SCHOTEN CHAPELS M. VAN DEN BOSCH Gilbert, BOORTMEERBEEK Mr. VAN DEN BRANDE Walter, WAREGEM Mr. VAN DEN M. VAN DEN BOSCH Paul, SCHOTEN M. VAN DEN BRANDE BROECK Joseph, HEIST-OP-DEN -BERG Mr. VAN DEN Walter, WAREGEM M. VAN DEN BROECK Joseph , HEIST- BROECK Rene, HEIST-OP-DEN-BERG Mr. VAN DEN BROELE OP-DEN-BERG M. VAN DEN BROECK Rene, HEIST-OP-DEN- Jacques, ILSENE Ms. VAN DEN EEDE Hortensia, MECHELEN BERG M. VAN DEN BROELE Jacques, IXELLES Mme VAN Ms. VAN DEN EYNDE Nelly, SINT-KATEIJNE-WAVRE Mr. VAN DEN EEDE Hortensia, MALINES Mlle VAN DEN EYNDE Nelly, DEN EYNDEN Achiel , WUUSTWEZEL Mr. VAN DEN HEUVEL SINT-KATELINE-WAVER M. VAN DEN EYNDEN Achiel, Bernardus, RUMST Mrs. VAN DEN HEUVEL Clementine, WUUSTWEZEL M. VAN DEN HEUVEL Bernardus, RUMST KAPELLE-OP-DEN-BOS Mr. VAN DEN PLAS Ludovicus, Mme VAN DEN HEUVEL Clementine, KAPELLE-OP-DEN-BOS KASTERLEE Mr. VAN DEN VELDE Marceau, AALST Mr. VAN M. VAN DEN PLAS Ludovicus, KASTERLEE M. VAN DEN DER AUWERA Albert, ANTWERP The Mr VAN DER HEYDEN VELDE Marceau, ALOST M. VAN DER AUWERA Albert, Willy, SINT-NIKLAAS Mr VAN DER SCHRAELEN Lodewijk, ANVERS M. VAN DER HEYDEN WilIy, SAINT-NICOLAS M. BEVEREN Mr VAN DER SEYPE André´, ASSE De he er VAN VAN DER SCHRAELEN Lodewijk, BEVEREN, M. VAN DER DER SIJPT Andre, SINT-NIKLAAS Mr. VAN DER STICHEL SEYPE André´, ASSE M. VAN DER SIJPT Andre, SAINT- Francois, GENT Mr. VAN DER VREKEN Willy, DENDERMONDE NICOLAS M. VAN DER STICHEL Francois, GAND M. VAN Mr. VAN DEURSEN Arsene, KNOKKE-HEIST Mr. VAN DIJCK DER VREKEN Willy, TERMONDE M. VAN DEURSEN Arsene, Martinus, BRASSCHAAT Mr. VAN DINGENEN Karel, KNOKKE-HEIST M. VAN DIJCK Martinus, BRASSCHAAT M. VAN BOECHOUT Mr. VAN DOORSLAER Gerard, GRIMBERGEN Mr DINGENEN Karel, BOECHOUT M. VAN DOORSLAER Gerard, VAN DORMAEL Jean, GINGELOM Mr VAN ECHELPOEL Jacques, GRIMBERGEN M. VAN DORMAEL Jean, GI NGELOM M. VAN KALMTHOUT Mr VAN ENGLAND Petrus, LOMMEL ECHELPOEL Jacques, KALMTHOUT M. VAN ENGLAND Petrus, LOMMEL Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP 29665 M. VAN ERMEN Fernand, NAMUR Mr. VAN ERMEN Fernand, NAMEN Mr. M. VAN ERVEN Arthur, BRAINE-L'ALLEUD M. VAN ERVEN Arthur, EIGENBRAKEL Mr. VAN VAN EYKEN Herman, TREMELO Mme VAN EYKEN Herman, TREMELO Mrs. VAN EYKEN EYKEN Jeanine, LOUVAIN M. VAN EYNDE Jeanine, LEUVEN Mr. VAN EYNDE Eddy, Eddy, ZWIJNDRECHT M. VAN GHELEWE ZWIJNDRECHT Mr. VAN GHELEWE Norbert, Norbert, BREDENE M. VAN GILS Willy , BREDENE Mr. VAN GILS Willy, ANDERLECHT ANDERLECHT M. VAN GOETHEM Roger, De Mr VAN GOETHEM Roger, STKENE Mr STKENE M. VAN GORP Frans, HERENTALS VAN GORP Frans, HERENTALS Mr VAN GORP M. VAN GORP Henri, ANVERS M. VAN GORP Henri, ANTWERP Mr VAN GORP Willy, RAVELS Willy, RAVELS M. VAN HAEBOST Jean, Mr VAN HAEBOST Jean, TOURNIK Mr VAN TOURNAI M. VAN HAUDT Herman, ALOST M. HAUDT Herman, AALST Mr VAN HAVERBEKE VAN HAVERBEKE Daniel, AUDERGHEM M. Daniel, OUDERGEM Mr VAN HAVERE Guido, VAN HAVERE Guido, SAINT-NICOLAS M. SINT-NIKLAAS Mr. VAN HECKE Willy, VAN HECKE Willy, ANVERS Mme VAN ANTWERP Mrs. VAN HEMELEN Rachel, EVERE HEAVEN Rachel, EVERE M. VAN HERCK Mr. VAN HERCK Melchior, WIJNEGEM Mr. VAN Melchior, WIJNEGEM M. VAN HOEY Franc¸ois, HOEY Franc¸ois, STKENE Mr. VAN HOEYDONCK STKENE M. VAN HOEYDONCK Petrus, Petrus, WUUSTWEZEL Mr. VAN HOOF Roger, WUUSTWEZEL M. VAN HOOF Roger, LIERRE LIER Mr. VAN HOVE Rene, KORTRIJK Mr. VAN M. VAN HOVE Rene, COURTRAI M. VAN HOYWEGHEN Eugeen, KRUIBEKE Mr. VAN HOYWEGHEN Eugeen, KRUIBEKE M. VAN HOYWEGHEN Louis, AARTSELAAR Mrs. VAN HUFFEL HOYWEGHEN Louis, ARCSELAAR Mme VAN Christina, GERAARDSBERGEN Mrs. VAN HUFFEL HUFFEL Christina, GRAMMONT Mme VAN Godelieve, ANDERLECHT Henri Mr. VAN KEER Viktor, HUFFEL Godelieve, ANDERLECHT Henri M. VAN Mr. VAN KWERSHOUT Mr. Mrs VAN KEYMEULEN KEER Viktor, BUGETSGENHOUT, M. Mme VAN Jacqueline, ZOTTEGEM Mr. VAN LAETHEM Antoine, KEYMEULEN Jacqueline, ZOTTEGEM M. VAN GERAARDSBERGEN Mr. VAN LAETHEM Kamiel, LAETHEM Antoine, GRAMMONT M. VAN KAPELLE-OP-DEN-BOS Mrs. VAN LANGENDONCK LAETHEM Kamiel, KAPELLE-OP-DEN-BOS Mme Denise, WAVER Mr. VAN LOEY Ludovicus, VAN LANGENDONCK Deni se, WAVRE M. VAN WOMMELGEM Mr. VAN LOKEREN-GILLIS, SINCE LOEY Ludovicus, WOMMELGEM M. VAN LOKEREN WAAS Mr. VAN LOO Claude, MECHELEN Mr. VAN Lucien, SAINT-GILLIS-WAAS M. VAN LOO Claude, LOOY Hugo, NIJLEN Mr. VAN MAELE Marcel, KNOKKE- MALINES M. VAN LOOY Hugo, NIJLEN M. VAN MAELE HEIST Mr. VAN MOER Hubert, WILLEBROEK Mr. VAN Marcel, KNOKKE-HEIST M. VAN MOER Hubert, MOLLE Jozef, ZWIJNDRECHT Mr. VAN NEER Roger, WILLEBROEK M. VAN MOLLE Joseph, ZWIJNDRECHT SCHAERBEEK Mr. VAN NERUM Nestor , STKENE Mr VAN M. VAN NEER Roger, SCHAERBEEK M. VAN NERUM NEVEL Willy, EVERE Mr VAN NEWNHOVEN Kamiel, Nestor, STKENE M. VAN NEVEL Willy, EVERE M. VAN KRUIBEKE Mr VAN NUETEN Willy, HERENTALS Mr VAN NEWENHOVEN Kamiel, KRUIBEKE M. VAN NUETEN NUFFEL Paul, ANTWERP Mr VAN NUFFELEN Georges, Willy, HERENTALS M. VAN NUFFEL Paul, ANVERS M. TREMELO Mr VAN OLMEN Pierre, ANTWERP Mr VAN VAN NUFFELEN Georges, TREMELO M. VAN OLMEN OOSTERWYCK Armand HAACHT Mr. VAN OVERTVELT Pierre, ANVERS M. VAN OOSTERWYCK Armand, Augustine, BEVEREN Mr. VAN PAESSCHEN Andre´, HAACHT M. VAN OVERTVELT Augustine, BEVEREN KAPELLE-OP-DEN-BOS Mr. VAN PELT August, SCHOTEN M. VAN PAESSCHEN Andre´, KAPELLE-OP-DEN-BOS Mr. VAN PRAET Joseph, LONDERZEEL Mr. VAN PUYVELDE M. VAN PELT August, SCHOTEN M VAN PRAET Jozef, Leon, SINT-NIKLAAS Mr. VAN ROMPAEY Raymond , LONDERZEEL M. VAN PUYVELDE Leon, SAINT- ZOERSEL Mr VAN ROMP AEY Raymond, DENDERLEEUW NICOLAS M. VAN ROMPAEY Raymond, ZOERSEL M. Mr. VAN ROMPAEY Robert, NIJLEN Mr. VAN RONSSE VAN ROMPAEY Raymond, DENDERLEUW M. VAN Servais, ZOTTEGEM Mr. VAN ROOSBROECK Hendrik, ROMPAEY Robert, NIJLEN M. VAN RONSSE Servais, KAPELLE-OP-DEN-BOS Mrs. VAN ROYEN The´re`se, ZOTTEGEM M. VAN ROOSBROECK Hendrik, KAPELLE OUPEYE Mrs. VAN RUYSEVELT Martha, GRIMBERGEN -OP-DEN-BOS Mme VAN ROYEN The´re`se, OUPEYE The Mr VAN SANTVOORT August, ANTWERP Mr VAN Mme VAN RUYSEVELT Martha, GRIMBERGEN M. SCHOORS Etienne, NINOVE. VAN SANTVOORT August, ANVERS M. VAN SCHOORS Etienne, NINOVE M. VAN STE ELANDT Andre, BEVEREN M. VAN STEELANT Ludo, BERLARE M. VAN STRYDONCK Andre´, WINGENE Mr VAN STEELANDT Andre, BEVEREN Mr VAN STEELANT Ludo, BERLARE Mr VAN STRYDONCK Andre´, WINGENE Machine Translated 29666by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP M. VAN TROYE Franky, BRUGES Mr. VAN TROYE Franky, BRUGES M. VAN UTTERBEECK Richard, ZEMST Mr. VAN UTTERBEECK Richard, ZEMST M. VAN UYTSEL Theophile, MEERHOUT Mr. VAN UYTSEL Theophile, MEERHOUT Mr. M. VAN UYTVEN Guy, VILVORDE M. VAN UYTVEN Guy, VILVOORDE Mr. VAN VAN VLIEBERGHE Hilaire, BEVEREN VLIEBERGHE Hilaire, BEVEREN Mrs. VAN Mme VAN VOLSEM Monique, WOLUWE-SAINT-LAMBERT VOLSEM Monique, SAINT-LAMBRECHTS-WOLUWEGH Mr. M. Marc VAN WASSENBERGH , BEVEREN M. VAN VAN WASSENBERG Mr. VAN WASSENBERG Marc, WEERT Leo, NIJLEN M. VAN WOUWE Gustaaf, KRUIBEKE BEVEREN Mr VAN WEERT Leo, NIJLEN Mr VAN WOUWE M. VAN ZEEBROECK Jean, LEBBEKE M. VANBEGIN Gustaaf, KRUIBEKE Mr VAN ZEEBROECK Jean, LEBBEKE Gilbert, EVERE M. VANBELLE Pierre, EDEGEM M. Mr VANBEGIN Gilbert, EVERE Mr VANBELLE Pierre, EDEGEM VANDAMME Marc, HARELBEKE M. VANDAMME Paul, Mr VANDAMME Marc, HARELBEKE Mr VANDAMME Paul, COURTRAI M. VANDE CAPPELLE Gustave, BRUGES M. KORTRIJK Mr VANDE CAPPELLE Gustave, BRUGES Mr. VANDE WEYER Alois, LOUVAIN M. VANDECASTEELE VANDE WEYER Alois, LEUVEN Mr. VANDECASTEELE Roland, WERVIK M. VANDELOISE Emile, SAMBREVILLE Roland, WERVIK Mr. VANDELOISE Emile, SAMBREVILLE Mr. M. VANDEN BROECK Franciscus, DILBEEK M. VANDEN VANDEN BROECK Franciscus, DILBEEK Mr. VANDEN BROUCKE Aloysius, BERCHEM-SAINTE-AGATHE BROUCKE Aloysius, SINT-AGATHA-BERCHEMERT August,, M.AUGUST, VANDENGIJN WINE Paula, LOVENDEGEM Mr. VANDEN WIJNGA VANDENBERGHE Paula, LOVENDEGEM M. VANDENBERK Franciscus, LOMMEL Mme Mr. VANDENBERK Franciscus, LOMMEL Mrs. VANDENBOSCH VANDENBOSCH Hilda, UCCLE M. VANDENBROECK Hilda, Uccle Mr. VANDENBROECK Jacques, SINT-MARTENS- Jacques, SINT-MartENS-LATEM Mme VANDENPUT Marie, LATEM Mrs. VANDENPUT Marie, SINT-JANS-MOLENBEEK Mr. MOLENBEEK-SAINT-JEAN M. VANDER EYCKEN Joseph, VANDER EYC KEN Joseph, SCHAERBEEK Mr. VANDER STEEN SCHAERBEEK M. VANDER STEEN Andre´, MOLENBEEK Andre´, SINT-JANS-MOLENBEEK Mr. VANDERBEKE Herman, -JEAN M. VANDERBEKE Herman, TIELT M. VANDEREYT TIELT Mr. VANDEREYT Maurice, HASSELT Mr. VANDERGOTEN Maurice, HASS ELT M. VANDERGOTEN Eddy, HEMIKSEM Eddy, HEMIKSEM Mrs. VANDERHAEGHE Nadia, COURT-SAINT- Mme VANDERHAEGHE Nadia, COURT-SAINT-ETIENNE M. ETIENNE Mr. VANDERMAETEN Edouard Mrs. VANDERVORST VANDERMAETEN Edouard, ANDERLECHT Mme Lea, TERVUREN Mr. VANDERWEE Willy, BREDENE Ms. VANDERVORST Lea, TERVUREN M. VANDERWEE Willy, VANDEUR Claudette, HENSIES Mrs. VANDEVANDEL Huguette, BREDENE Mlle VANDEUR C1audette, M. HENSDERLIJDE OVERIJSE Mr. VANDEVELDE Joseph, TIENEN Mr. VANDEWALLE MEMe VANDEV. VANDEWALLE Joseph, BLANKENBERGE M. Joseph, BLANKENBERGE Mr. VANDEWIELE George Raymond, VANDEWIELE Raymond, ENGHIEN M. VANDIENENDONCK EDINGEN Mr. VANDEVELDE Joseph, TIENEN Mr. VANDONINCK Georges, KNOKKE-HEIST M. VANDONINCK Robert, MOL M. Robert, MOL Mr. VANDUILLE Andre, TOURNIK Ms. VANERMEN VANDUILLE Andre, TOURNAI Mme VANERMEN Marthe, Marthe, LANDEN Ms. VANHACKENDOVER Jeanine, FLEURUS LANDEN Mlle VANHACKENDOVER Jeanine, FLEURUS M. Mr. VANHAELEN Gusteaf, SINT-GENESIUS-RODE Mr. VANHODE-Gustaaf GENESE M. VANHANDSAEME Erik, VANHANDSAEME Erik, WERVIK Mr. VANHAUWAERT Jacques, WERVIK M. VANHAUWAERT Jacques, OOSTKAMP M. OOSTKAMP Mr. VANHAELENIUS-RODE Mr. VANHANDSAEME VANHAVERBEKE Jules, WEVELGEM M. VANHOOREN Jules, Erik, WERVIK Mr. VANHAUWAERT Jacques, OOSTKAMP. , OSTEND Mme VANMOL Jeannine, BUGGENHOUT M. WEVELGEM Mr. VANHOOREN Jules, OSTEND Mrs. VANMOL VANNESTE Willy, INGELMUNSTER Mme VANNIMMEN Jeannine, BUGGENHOUT Mr. VANNESTE Willy, INGELMUNSTER Christiane, IXELLES M. EGNUFFELEN Jose, ANVERS M. Mrs. VANNIMMEN Christiane, ILSENE Mr. VANNUFFELEN Jose VANOPPEN Roger, HALEN M. VANSTALLE Roger, PEPINGEN phus, GEEL Mr VANOOTEGHEM Jose, ANTWERP Mr M. VANSTEENKISTE Gabriel, LENDELEDE M. VANSTEENKISTE VANOPPEN Roger, HALEN Mr VANSTALLE Roger, PEPINGEN Jules, YPRES M. VANTILT Albert, HEUSDEN-ZOLDER M. Mr VANSTEENKISTE Gabriel, LENDELEDE Mr VANSTEENKISTE VANTOMME Noe¨l, ENGHIEN M. VA NTOMME Walter, Jules, Ypres Mr VANTILT Albert, HEUSDEN-ZOLDER Mr HARELBEKE M. VANVERDEGEM Charles, BRUGES M. VANTOMME Noe¨l, EDINGEN De Mr. VANTOMME Walter, VEILLEZ Roger, SPA M. VEKEMANS Julien, ANVERS HARELBEKE Mr. VANVERDEGEM Charles, BRUGES Mr. VEILLEZ Roger, SPA Mr. VEKEMANS Julien, ANTWERP Machine Translated by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP 29667 M. VENOIS Andre´, FLOBECQ Mr VENOIS Andre´, VLOESBERG Mr M. VERBEKE Isidoor, HAMME M. VERBEKE Isidoor, HAMME Mr VERBEKE VERBEKE Norbert, IZEGEM M. Norbert, IZEGEM Mr VERBELEN Lodewijk, VERBELEN Lodewijk, ANVERS M. ANTWERP Mr VERBIST Henri, ANTWERP Mr VERBIST Henri, ANVERS M. VERBOVEN Constant, WUUSTWEZEL Ms VERBOVEN Constant, WUUSTWEZEL Mlle VERBOVEN Eveline, MORTSEL Mr VERHOVEN De VERBOVEN Eveline, MORTSEL M. VERBOVEN Jozef Mr VERBRAEKEN Andre, ANTWERP Mr Jozef, ZANDHOVEN M. VERBRAEKEN Andre, VERBREUK Raymond, TOURNAI Mr VERBRUGGHE ANVERS M. VERBREUK Raymond, TOURNAI Raphael, BRUGES Ms VERDEUR Jacqueline, M. VERBRUGGHE Raphael, BRUGES Mlle NASSOGNE Ms VERDICKT Hortensia, KAPELLE- VERDEUR Jacqueline, NASSOGNE Mme OP-DEN-BOS Mr VERDONCK Pierre, DILBEEK Mr VERDICKT Hydrangea, KAPELLE-OP-DEN- VERWOOKT Me Emile KILLS Hilda, ANDERLECHT BOS M. VERDONCK Pierre, DILBEEK M. VERDOODTllee, Mr KILLS Jozef, MECHELEN Mr VERDOV Clement, VERDOOK ANDERLECHT M. KILLT Jozef, MALINES M. ANDERLECHT Mr VERDUVN Georges, KNOKKE-HEIST Mr VERDOY Clement, ANDERLECHT M. VERDUYN Georges, VERELST Wilfried, BEVEREN Mr VERHAEGEN Albert, KNOKKE-HEIST M. VERELST Wilfried, BEVEREN M. LEDE Mr VERHAEGEN Constant, TREMELO Mr De, VERHAEGEN Albert, LEDE M. VERHAEGEN Constant, MEERHOUTovicus Lord Exalted Joseph, LAAKDAL TREMELO M. VERHEIJEN Ludovicus, MEERHOUT M. VERHEYEN Joseph, LAAKDAL M. VERHEYEN Pierre, HEMIKSEM M. Mr VERHEYEN Pierre, HEMIKSEM VERHOEVEN Franc¸ois, LONDERZEEL M. Mr VERHOEVEN Franc¸ois, LONDERZEEL VERHOEVEN Georges, KONTICH M. Mr VERHOEVEN Georges, KONTICH VERHOEVEN Walthe`re, ZOERSEL Mr VERHOEVEN Walthe`re, ZOERSEL M. VERHULST Firmin, BORNEM M. Mr VERHULST Firmin, BORNEM VERHULST Francis, TREMELO M. Mr VERHULST Francis, TREMELO VERHULST Roger, ANVERS M. Mr VERHULST Roger, ANTWERP Mr VERLE VERLE Jose, CHARLEROI M. Jose, CHARLEROI Mr VERLEYSEN Fernand, VERLEYSEN Fernand, FOREST M. VORST Mr VERLINDE Freddy, IZEGEM Mr VERLINDE Freddy, IZEGEM M. VERLINDEN Marcel, NIJLEN Mr VERLOY VERLINDEN Marcel, NIJLEN M. Raymond, MALLE Mr VERMEEREN Marcel, VERLOY Raymond, MALLE M. MERELBEKE Mr VERMEERSCH Daniel, VERMEEREN Marcel, MERELBEKE M. VEURNE Mr VERMEIREN Emiel, WILLEBROEK VERMEERSCH Daniel, FURNES M. Mr VERMEIREN Floribert, BEVEREN Mrs VERMEIREN Emiel, WILLEBROEK M. VERMEIREN Julienne, LIER Mr VERMEULEN VERMEIREN Floribert, BEVEREN Mme Florent, BEVEREN Mr VERMEULEN Jan, VERMEIREN Julienne, LIERRE BRASSCHAAT M. VERMEULEN Florent, BEVEREN M. VERMEULEN Jan, BRASSCHAAT Mme VERMEULEN Julienne, ZOERSEL Mrs. VERMEULEN Julienne, ZOERSEL Mrs. Mrs VERMEULEN Marie, SAINT-NICOLAS VERMEULEN Marie, SINT-NIKLAAS M. VERMEULEN Theofiel, KRUIBEKE M. Mr VERMEULEN Theofiel, KRUIBEKE VERMEYLEN Gustaaf, BEGIJNENDIJK Mr VERMEYLEN Gustaaf, BEGIJNENDIJK M. VERNAILLEN Willy, ROOSDAAL M. Mr VERNAILLEN Willy, ROOSDAAL VERRETH Marc, ZOERSEL M. Mr VERRETH Marc, ZOERSEL VERSCHAFFELT Francis, ANVERS Mme Mr VERSCHAFFELT Francis, ANTWERP Mrs VERSCHEURE Jacqueline, DE PINTE M. VERSCHEURE Jacqueline, DE PINTE Mr VERSCHRAGEN Emiel, ANVERS M. VERSCHRAGEN Emiel, ANTWERP Mr VERSCHUEREN VERSCHUEREN Andre, BRAINE-L'ALLEUD M. Andre, EIGENBRAKEL Mr VERSCHUEREN Jean, VERSCHUEREN Jean, TOURNAI TOURNIK Mr VERSPECHT Gustave, VILVOORDE Mr M. VERSPECHT Gustave, VILVORDE M. VERSTAAPPEN Andre'Ek VERBOORTEN TOURSELT VERSTAPPEN Andre´, HERSELT M. Mr VERSWIJVER Guido, BRASSCHAAT Mr VERSTRAETEN Valere, BOORTMEERBEEK M. VERTONGEN Benediktus, DENDERMONDE Mr VERSWIJVER Guido, BRASSCHAAT M. VERVENNE Paul, TERVUREN Mr VERVOORDT Louis, VERTONGEN Benediktus, TERMONDE M. STABROEK VERVENNE Paul, TERVUREN M. VERVOORDT Louis, STABROEK Machine Translated 29668by Google MONITOR BELGE — 06.08.1999 — Ed. 2 — BELGIAN OFFICIAL GAP Mme VERVOORT Denise, KAMPENHOUT Mrs VERVOORT Denise, KAMPENHOUT M. VERVOORT Romain, HAACHT M. Mr VERVOORT Romain, HAACHT Mr VIDTS Gustaaf, SINT-LIEVENS-HOUTEM VIDTS Gustaaf, SINT-LIEVENS-HOUTEM Mr M. VIGNOL Christian, LA ROCHE-EN-ARDENNE VIGNOL Christian, LA ROCHE-EN-ARDENNE Mr M. VINCK Paul, SINT-GILLIS-WAAS M. VINCK VINCK Paul, SINT-GILLIS-WAAS Mr VINCK Willy, Willy, WILLEBROEK M. VIOT Martin, MONS M. WILLEBROEK De Mr VIOT Martin, BERGEN Mr VISEUR Leon, BRAINE-L'ALLEUD M. VISEUR Leon, EIGENBRAKEL Mr VLEESCHOUWER VLEEAUWER Georges, SAINT-NICOLAS M. Georges, SINT-NIKLAAS Mr VLEMINCKX Helmut, VLEMINCKX Helmut, NIEL M. WINGS Bernardus, NIEL Mr VEUGELS Bernardus, STABROEK Mrs STABROEK Mme VOCCIA Monique, FLEURUS VOCCIA Monique, FLEURUS Mrs VOETS Irene, Mme FOOT Irene, ANVERS M. VOMBERG Mme ANTWERP Mrs Heinrich VOOSE Denise, LIEGE Mr VOOSE Denise, LIEGE M. VRANCKEN Roger, VRANCKEN Roger, LUMMEN Mr VRANCKX Francois, LUMMEN M. VRANCKX Francois, ANVERS M. ANTWERP Mr VRANCKX Marcel, STEENOKKERZEEL VRANCKX Marcel, STEENOKKERZEEL M. Mr VRYSEN Petrus, KONTICH Mr WACHTELAER VRYSEN Petrus, KONTICH M. WACHTELAER Etienne, HERZELE Mr WAEYENBERGE Julien, Etienne, HERZELE M. WAEYENBERGE Julien, LOCHRISTI Mr WAIREGY Rene Michel, SINT-AGATHA- LOCHRISTI M. WAWEGIREM Rene, Michel, BERCHEM Mr WARGNIES Jacques, TUBEKE Mr BERCHEM-SAINTE-AGATHE M. WARGNIES WARLOP Jacky, MENEN Mr WATAR Lambert, BEYNE- Jacques, TUBIZE M. WARLOP Jacky, MENIN M. HEUSAY Mr WATERSCHOOT Willy, BUGGENHOUT WATAR Lambert, BEYNE-HEUSAY M. Mr WAUTERS Cesar, BEVEREN Mrs WAUTERS WATERSCHOOT Willy, BUGGENHOUT M. Christiane, LANDEN The h honor WEBER Aloysius, WAUTERS Cesar, BEVEREN Mme WAUTERS RAEREN Mr. WESEMAEL Pierre, OPWIJK Mr. Christiane, LANDEN M. WEBER Aloysius M. WESPES Max, MORLANWELZ Mr. WESTERLINCK WESEMAEL Pierre, OPWIJK M. WESPES Max, Emile, ANTWERP Mr. WEYMANS Albert, ANTWERP Mr. MORLANWELZ M. WESTERLINCK Emile, ANVERS M. WIBO Ronald, GENT Mr. WIEDEMANN Pierre, ANTWERP WEYMANS Albert, ANVERS M. WIBO Ronald, GAND Mr. WIJNANT Mr. Herman, WILLNOVE Andre, SERAING M. WIEDEMANN Pierre, ANVERS M. WIJNANT Mr WILLEMS Alfred, KAPELLEN. Herman, NINOVE M. WILLEM Andre, SERAING M. WILLEMS Alfred, KAPELLEN M. WILLEMS Charles, ANVERS M. WILLEMS Leo, AMBLEVE M. WILLEMS Michel, SAINT-NICOLAS M. WILLEMS Peter, AMBLEVE M. WILLEMS Pierre, IXELLES M. WILMET Andre, WATERLOO M. WILMS Alfons, MEERHOUT M. WINDEY Hendrik, SINT-GILLIS-WAAS Mme WOESTENBORGHS Jacquelina, TURNHOUT M. WOLLEBRANTS M. Jan, WONERSHEIDEN ANVERS M. WOUTERS Jozef, ESSEN Mme WOUTERS Marie, GERPINNES M. WUYTS Josephus, WOMMELGEM Mme WUYTS Simonne, LIERRE M. WYNSBERGHE Julien, TOURNAI M. YDE Andre, WINGENE Mme Mr WILLEMS Charles, ANTWERP Mr ZAMPARO Re´gine, Johann BRAINE-LE-COMERSTE WILLEMS Leo, AMEL Mr WILLEMS M. , AMBLEVE Mme ZONE Yvette, PONT-A-CELLES Michel, SAINT-NICOLAS Mr WILLEMS M. ZWIERSKI Gunther, ANVERS Ils prennent rang Peter, AMEL Mr WILLEMS Pierre, ILSENE dans l'Ordre a` dater du 15 novembre 1995. Mr WILMET Andre, WATERLOO Mr WILMS Alfons, MEERHOUT Mr WINDEY Hendrik, SINT -GILLIS-WAAS Mrs. WOESTENBORGHS Jacquelina, TURNHOUT Mr. WOLLEBRANTS Jan, BONHEIDEN Mr. WOUTERS Corneel, ANTWERP Mr. WOUTERS Jozef, ESSEN Mrs. WOUTERS Marie, GERPINNES Mr. WUYTS Josephus, WOMMELGEM Mr. Simon WOUTERS, WUNSIERYTS , TOURNAI Mr YDE Andre, WINGENE Ms ZAMPARO Re´gine, 'S GRAVENBRAKEL Mr ZEIMERS Johann, AMEL Ms ZONE Yvette, PONT-A-CELLES Mr ZWIERSKI Gunther, ANTWERP From 15 November 1995 they take up their rank in the order in. Moniteur belge, rue de Louvain 40-42, 1000 Bruxelles. ÿ Belgian Official Gazette, Leuvenseweg 40-42, 1000 Brussels. Conseiller/advisor : A. VAN DAMME