Repurchase of treasury shares
Information published in accordance with the circular letter FSMA_2019_26
For years now, the Extraordinary General Meeting of Shareholders empowers the Board of Directors of Etn. Fr. Colruyt NV to repurchase treasury shares. The Extraordinary General Meeting of Shareholders of 10 October 2019 has decided to renew said authorisation of the Board of Directors for a period of 5 years.
With the entry into force of the new Companies and Associations Code on 1 January 2020, these acquisitions of shares are completed in accordance with 7:215 of that new Companies and Associations code and in accordance with articles 8:3 and 8:4 of the Royal Decree of 29 April 2019 implementing the Companies and Associations Code. The purchase threshold to maximum 20% of the total number of shares issued has been cancelled. From now on, the maximum threshold will be determined exclusively by the amount of resources available for distribution. The authorisation by the General Meeting shall be adopted by a 75 % majority of votes cast.
On several occasions, the Board of Directors has made use of the authorisation granted to it by entering into repurchase agreements with financial institutions in order to acquire treasury shares of the company. The Board of Directors empowers the Chairman and the CFO of the company to repurchase treasury shares under specific stipulations for the execution.
In accordance with article 7:217 §1 of the Companies and Associations code, the voting rights attached to the treasury shares or no-par stock held by the company or its subsidiaries are suspended.
2. Reporting duty
In accordance with article 8:4 of the Royal Decree of 29 April 2019, information on purchasing operations performed shall be published and simultaneously reported to the Financial Services and Markets Authority (FSMA), at the latest on the seventh stock exchange day following the date of execution of the transaction. The repurchase of treasury shares by the company shall be published through a press release.