Minutes of the Ordinary General Meeting of Shareholders of NV Bekaert SA held at Wevelgem on Wednesday 9 May 2007

Transcription

1 UNOFFICIAL TRANSLATION Minutes of the Ordinary General Meeting of Shareholders of NV Bekaert SA held at Wevelgem on Wednesday 9 May 2007 The Meeting started at 10:30 a.m., and Baron Buysse, Chairman of the Board of Directors, took the chair. In his address, the Chairman put the policies of the Company and the Group in their global context. The Chairman thereupon gave the floor to Mr Albrecht De Graeve, Managing Director, who in his address discussed the results of the financial year 2006 and the trading update for the first quarter of The General Meeting then proceeded to its deliberative and decision-making stage. In addition to the Chairman of the Board, the bureau was composed of Mr Albrecht De Graeve, Managing Director, and of the other Directors present, viz. Dr. Pol Bamelis, Baron Leon Bekaert, Mr Roger Dalle, Count Charles de Liedekerke, Mr François de Visscher, Mr Julien De Wilde, Sir Anthony Galsworthy, Baron Georges Jacobs, and Messrs Hubert Jacobs van Merlen, Maxime Jadot, Bernard van de Walle de Ghelcke and Baudouin Velge. Mr Geert Verstraeten, representing Deloitte Bedrijfsrevisoren BV o.v.v.e. CVBA, the Company s Statutory Auditor, was in attendance. The Chairman designated Mr Pierre Schaubroeck, Company Secretary, as the secretary of the Meeting. On the motion of the Chairman, the Meeting elected as scrutineers Countess de T'Serclaes-Bekaert and Mrs Jadot-Velge. The Chairman stated: that the notice to the Meeting had been published in: the Belgian Official Journal on 13 April 2007, and De Tijd on 13 April 2007; the specimen copies of those publications, initialled by the scrutineers, were attached to the minutes; that the notice had been published on the internet site of the Company since 13 April 2007; that the holders of registered shares and the holders of subscription rights, as well as the Directors and the Statutory Auditor, had been invited by ordinary letter or, for those who had consented thereto individually, expressly and in writing, by , on 23 April 2007; that the shareholders present or represented and the holders of subscription rights present had complied with the provisions of the Articles of Association in order to be admitted to the Meeting, which was confirmed by the Meeting; that it appeared from the attendance lists that at the General Meeting 103 shareholders were present or represented with an aggregate shares, and 3 subscription rights holders were present with an aggregate subscription rights; that the Meeting was validly constituted and able to deliberate and resolve on the agenda. In accordance with law, the Meeting thereupon acknowledged the report of the common meeting of the Works Councils of the sites of NV Bekaert SA held on 4 May Registered office: NV Bekaert SA naamloze vennootschap Bekaertstraat 2 BE-8550 Zwevegem BTW BE RPR Kortrijk Account: (Kortrijk)

2 - 2/5 - The Meeting proceeded to the agenda: 1. Annual Report of the Board of Directors on the financial year 2006 The Chairman acknowledged that the Meeting waived the reading of the annual report of the Board of Directors. Such annual report did not call for a resolution. 2. Report of the Statutory Auditor on the financial year 2006 The Chairman acknowledged that the Meeting waived the reading of the report of the Statutory Auditor. Such report did not call for a resolution. 3. Approval of the annual accounts for the financial year 2006, and appropriation of the results The Chairman acknowledged that the Meeting waived the reading of the annual accounts. The Meeting resolved to approve the annual accounts for the financial year 2006 as presented by the Board of Directors. The profit of the year, after tax, was An amount of was transferred to the untaxed reserves. The profit brought forward from previous year amounted to The profit available for appropriation therefore amounted to The meeting resolved to appropriate the profit as follows: - transfer to statutory reserve: carried forward to next year: profit for distribution (gross dividend): The gross dividend amounted to 2.50 per share. The net dividend therefore amounted to per share, and per share presented with a VVPR strip. - by votes in favor; - with abstentions. 4. Discharge to the Directors and the Statutory Auditor 4.1. The Meeting resolved, by a separate vote, to discharge the Directors for the performance of their duties during the financial year by votes in favor; - with 141 abstentions (including 20 by a shareholder who explained his vote by reference to the position of the minority shareholders of the National Bank of Belgium, where the Chairman of the Board of Directors of the Company holds an office) The Meeting resolved, by a separate vote, to discharge the Statutory Auditor for the performance of their duties during the financial year 2006.

3 - 3/5-5. Determination of the number of Directors On the recommendation of the Board of Directors, the Meeting resolved to decrease the number of Directors from fifteen to fourteen. 6. Re-appointment and appointment of Directors 6.1. On the recommendation of the Board of Directors, the Meeting resolved to re-appoint Messrs Roger Dalle, François de Visscher, Bernard van de Walle de Ghelcke and Baudouin Velge, whose term of office expired today, as Directors for a term of three years, up to and including the Ordinary General Meeting to be held in by votes in favor; - with votes against; and - with abstentions On the recommendation of the Board of Directors, the Meeting resolved to re-appoint Sir Anthony Galsworthy, whose term of office expired today, as independent Director within the meaning of Article 524 of the Companies Code for a term of three years, up to and including the Ordinary General Meeting to be held in 2010: it appeared from information available to the Company and from information provided by Sir Anthony Galsworthy that he satisfied the applicable legal requirements with respect to independence The Meeting acknowledged the fact that the term of office of Dr. Pol Bamelis and Baron Georges Jacobs as independent Directors within the meaning of Article 524 of the Companies Code expired today, and that both persons did not seek re-appointment On the recommendation of the Board of Directors, the Meeting resolved to appoint Lady Judge as independent Director within the meaning of Article 524 of the Companies Code for a term of three years, up to and including the Ordinary General Meeting to be held in 2010: it appeared from information available to the Company and from information provided by Lady Judge that she satisfied the applicable legal requirements with respect to independence. 7. Re-appointment of the Statutory Auditor

4 - 4/5 - On the proposal of the Board of Directors and the nomination of the Works Council, the Meeting resolved to re-appoint the civil company in the form of a co-operative company with limited liability Deloitte Bedrijfsrevisoren BV o.v.v.e. CVBA, having its registered office at Louizalaan 240, 1050 Brussels (Belgium), represented by Mr Geert Verstraeten, whose term of office expired today, as Statutory Auditor for a term of three years, up to and including the Ordinary General Meeting to be held in Remuneration of Directors On the recommendation of the Board of Directors, the Meeting resolved as follows: - the remuneration of each Director, except the Chairman, for the performance of his duties as a member of the Board during the financial year 2007 was set at a fixed amount of , and a variable amount of for each meeting of the Board of Directors attended in person; - the remuneration of each Director, except the Chairman and the Managing Director, for the performance of his duties as a member of a Committee of the Board during the financial year 2007 was set at a variable amount of for each Committee meeting attended in person. 9. Remuneration of Statutory Auditor On the recommendation of the Board of Directors, the Meeting resolved as follows: - the remuneration of the Statutory Auditor was set at for the control of the annual accounts for the financial year 2006, and at for the control of the consolidated annual accounts for the financial year 2006; - the remuneration of the Statutory Auditor for the financial years 2007 through 2009 was set at per year for the control of the annual accounts, and at per year for the control of the consolidated annual accounts, subject to modification with the approval of the General Meeting and the Statutory Auditor. 10. Communication of the consolidated annual accounts of the Bekaert Group for the financial year 2006, and of the annual report of the Board of Directors and the report of the Statutory Auditor on the consolidated annual accounts Such communication did not call for a resolution.

5 - 5/5 - The agenda having been exhausted, the Chairman requested the members of the bureau and the shareholders desiring to do so, to sign the minutes. The General Meeting adjourned at 12:50 p.m. Countess de T Serclaes-Bekaert Mrs Jadot-Velge Dr. Pol Bamelis Erik Geenen Baron Leon Bekaert Roger Dalle Count Charles de Liedekerke François de Visscher Julien De Wilde Sir Anthony Galsworthy Baron Georges Jacobs Hubert Jacobs van Merlen Maxime Jadot Bernard van de Walle de Ghelcke Baudouin Velge Pierre Schaubroeck Albrecht De Graeve Baron Buysse