PANORAMIC CORPORATE GOVERNANCE Belgium LEXOLOGY

By contrast, in listed companies, access to the general meeting of shareholders is restricted to sharehold ers who hold shares on the 14th day prior to the date of the meeting (record date), regardless of the actual number of shares held on the date of the meeting. [...] Corporate Governance 2023 Explore on Lexology RETURN TO CONTENTS Third, provisions in the articles of association that sub‘ect the transfer of shares to the approval of the board or a pre-emption right of other shareholders do not apply in the event of a public offer,. [...] Those rights can be limited or cancelled in the interest of the company by a decision of the relevant corporate body, in which case a board report must be drawn up in connection with the capital increase and include speci–c provisions on, among other things, the ‘usti–cation for the limitation or cancellation, as well as the impact of the transaction on the –nancial and membership rights of the ex. [...] The consideration per share to be received by the dissenting shareholders must be indicated in the proposal of the seat transfer, merger or demerger which is submitted to the general meeting of shareholders that deliberates on the operation. [...] Second, the board may delegate the power to represent the company (outside of the daily management) to one or more directors, acting ‘ointly or solely, depending on the relevant provisions of the articles of association.