I. Capital increase by a public issue of shares reserved
for employees, by virtue of article 609 of the Companies Act.
- Report of the Board of Directors
of 17/09/2004 giving a description and detailed justification of the
proposed capital increase with the pre-emptive right waived in the interests
of the company, in the favour of employees of the company and the Colruyt
Group (except for employees of the Dolmen Computer Applications Group)
who satisfy the criteria described in the said report.
- Report of CBV KPMG, represented
by Messrs. L. Ruysen and J. Vanderbruggen, Auditor, drawn up on 20/09/2004
in accordance with article 596 of the Companies Act.
- Proposal to issue a maximum of 200,000 new registered
shares without face value, under the conditions described in the report
of the Board of Directors mentioned above.
- Determination of the issue
price:
Proposal to set the issue price on the basis of the average stock market
price of the ordinary Colruyt share over the 30 days preceding the Extraordinary
General Meeting making this decision, after the application of a maximum
discount of 20%.
- Proposal to waive the pre-emptive
subscription right to these shares as given to shareholders by article
595 and onwards of the Companies Act, in the favour of employees as
mentioned above in the interests of the company.
- Increase of the share capital:
Proposal to increase the share capital, under the suspensive condition
of subscription, by the issue of the new shares mentioned above, under
the conditions specified above, and at the issue price set by the Extraordinary
General Meeting.
Proposal to set the maximum amount by which the share capital may be
increased after subscription, by multiplying the issue price for the
new shares set by the Extraordinary General Meeting by the maximum number
of new shares to be issued. Subscription to the new shares shall be
reserved for employees of the company and its related companies, as
specified above.
The capital shall only be increased in the event of subscription, and
this by the amount of this subscription. If the number of shares subscribed
to is greater than the specified maximum number of new shares to be
issued, there shall be a distribution whereby in the first instance
the possibility of the maximum tax benefit for each employee shall be
considered, and in the next stage a proportionate decrease shall be
applied in relation to the number of shares subscribed to by each employee.
- Subscription period:
It is proposed opening the subscription period on 26/10/2004 and closing
it on 26/11/2004.
- Authorisation of the Board
of Directors:
Proposal to authorise the Board of Directors to receive the subscription
applications, to collect and receive the contributions, at the end of
the subscription period to determine the number of shares subscribed
as well as the subscribed amount, to set the capital increase by this
amount within the maximum amount set by the Extraordinary General Meeting,
and to certify by notary the realisation of the capital increase within
the same limit, the payment of it in cash, as well as the resulting
change in the amount of the share capital and the number of shares stated
in article 5 "Share capital" of the statutes, and to execute
the decisions of the Extraordinary General Meeting for all these transactions,
and to this end to set all conditions, insofar they have not been set
by the Extraordinary General Meeting, to make all agreements, and in
general to do the necessary.
II. Purchase of own shares:
- Report of the Board of Directors of 17/09/2004 justifying
the proposal to authorise the purchase of own shares by the company
and subsidiaries (articles 620 and 627 of the Companies Act).
- Proposal to authorise the Board of Directors
of the company and the subsidiaries:
Proposal to authorise the Board of Directors of the company and the
Boards of Directors of the subsidiaries, as specified by article 627
of the Companies Act, to acquire a maximum total of 3,528,310 shares
of the company, on behalf of the company and/or on behalf of the subsidiaries,
at a minimum price of 25 euros per share and at a maximum price of 150
euros per share, insofar this price is within the minimum/maximum limit
set by article 12, 3rd paragraph of the articles of association.
This authorisation shall apply for a period of 18 months, starting from
the day on which this agenda is approved.
This authorisation shall replace the authorisation given by the Extraordinary
General Meeting of Shareholders of the company of 15 October 2003, which
lapses in April 2005.
III. Renewal of various authorisations
- Article 6 of the articles of association:
Proposal to renew the authorisation of the Board of Directors to increase
the subscribed amount in accordance with article 6 of the articles of
association, under the conditions of article 607, section 2 of the Companies
Act – as from the date on which the company has been informed by
the Banking, Finance and Insurance Commission that it has been informed
of a public take-over bid on the shares of the company. This authorisation
is valid for a period of three years as of today.
- Article 12, paragraph 4
Proposal to extend by a period of three years taking effect on the date
of the extraordinary general meeting at which this agenda item is approved,
the possibility of the Board of Directors to acquire the company’s
own shares, without a resolution of the general meeting being required,
whenever such acquisition may be necessary to prevent the company from
suffering serious and imminent prejudice (as laid down in article 12,
paragraph 4 of the articles of association and in article 620, paragraph
1, section 3 and 4 of the Companies Act).
- Article 12, paragraph 5
- Proposal to extend by a period of 3 years as
of the current amendment to the articles of association, the power
of the Board of Directors to dispose of the own shares it acquired
under the authorisation above, without the prior consent of the
General Meeting, provided the shares are listed (article 622, par.
2, section 2, 1 of the Companies Act and art. 12, section 5 of the
articles of association).
- Proposal to extend the possibility to dispose
of the said
shares on the stock market or following an offer to sell made to
all shareholders, at the same conditions, in order the prevent the
company from suffering imminent and serious prejudice (article 622,
par. 2, subsection 2, 2nd Companies Act and article 12, par. 5 of
the articles of association). The latter possibility will exist
for a period of three years as of the publication of the present
amendment to the articles of association. The General Meeting can
extend it in accordance with the applicable legal provisions.
In order to attend this meeting, by virtue of article
20 of statutes the shareholders must deposit their shares by the end of
11/10/2004 at the various registered offices, branches and agencies of:
Fortis Bank,
KBC,
Dexia Bank,
ING
The shareholders who so wish may be represented at the meeting by a proxy,
subject to compliance with the provisions of article 20 of the statutes.
For the Board of Directors, |
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