Rules of Functioning

Meetings

The Board of Directors meets when required by the Company’s business, but at least once in a quarter. It can only validly deliberate if a majority of the Directors are present or represented. The resolutions of the Board are passed by a simple majority of votes of the voting Directors present or represented, without considering abstentions.

Any material contract that the Company or any of its wholly-owned operating subsidiaries intends to sign with a shareholder owning, directly or indirectly, at least 5% of the shares of the Company, is subject to a prior authorisation by the Board of Directors.

Independent Directors

At least one-third of the Board members must be independent Directors. A Board member is considered independent if he has no relationship of any kind with the Company or management, which may impact his or her judgement.

• not having been a Director for more than 12 years;
• not having been an employee or officer of the Company over the last five years;
• not having had a material business relationship with the Company in the last three years; and
• not representing a significant shareholder owning directly or indirectly more than 5% of the Company’s shares.

Eight Directors are considered independent. They are Messrs. Marcus Bicknell, Hadelin de Liedekerke Beaufort, Jacques Espinasse, Christian Schaak, Terry Seddon, Marc Speeckaert, Gerd Tenzer, and François Tesch.

Conflict of Interest

Each Director who has a direct or indirect interest conflicting with the Company’s interest in a matter submitted to the approval of the Board, must inform the Board. He may not deliberate or vote on this matter.