| 1 | Management report of the Board and reports of the Auditor on the financial year 2006 | |
| 2 | 1)Approve Company Financial Statements;2)Approval of the appropriation of income and of the dividend | |
| 3 | Discharge of the Board | |
| 4 | Discharge of the Auditor | |
| 5a | Election of Directors | |
| 5b | Election of M. Günter Thielen as Director for a period of 3 years. | |
| 5c | Proposal to establish in accordance with article 524§4 of the Company Code and with the Belgian Code on Corporate Governance, the independence of the following directors : Jean-Louis Beffa, Maurice Lippens, Jean Stéphenne and Gunter Thielen | |
| 5d | Reappoint of Mr. Deloitte & Touche Reviseurs d' Entreprises as Titular External Auditor for a period of 3 years, and of Mr. Michel Denayer and Mr. Eric Nys as Auditor's Representatives. Approve the auditors remuneration | |
| 6 | Approve for the Board of Directors to acquire own shares | |
| 7.1 | Approve the principle to issue yearly option (existing shares) in favour of the Executive Management and the employees. | |
| 7.2 | Approve the right for the beneficiaries to depart from the vesting schedule in case of change of control of the company. | |
| 7.3 | Authorization amounting to 1,8% of the capital stock; minimum purchase price for beneficiaries of 100% of the market stock price. | |
| 8 | Miscellaneous | |
| E1a | Special report by the Board detailing the specific circumstances in which it may use the authorised capital and the objectives it will pursue (article 604) | |
| E1b | Renew the authorisation to proceed with capital increases | |
| E1c | Authorise to limit or cancel the preferential subscription rights, even those held by one or more given persons other than staff members of the company or of its subsidiaries | |
| E1d | Delegation of powers for the completion of formalities | |
| E1e | Transfer an amount from shareholders equity account to another account of Shareholders Equity | |
| E1f | Change by-laws provisions in line with previous extraordinary resolution | |
| E1g | 1)Renew the authorisation to issue convertible bonds or bonds reimbursable in shares, subordinate or otherwise, subscription rights or other financial instruments;2)Authorise to limit the preferential rights, even those held by one or more given persons other than staff members of the company or of its subsidiaries | |
| E1h | Change by-laws provisions in line with previous extraordinary resolution | |
| E1i | Tranfer an amount from shareholders equity account to another account of Shareholders Equity | |
| E1j | Change by-laws provisions in line with previous extraordinary resolution | |
| E1k | Approve to place in reserve an amount of 1,009,567 corresponding to the amount of the capital increase as a result of the possible exercise of stock options | |
| E2 | 1)Change by-laws provisions in line with legal requirements abolishing bearer securities (Article 6);2)Change by-laws provisions in line with legal requirements abolishing bearer securities (Article 11);3)Change by-laws provisions in line with legal requirements abolishing bearer securities (Article 14.1);4)Change by-laws provisions in line with legal requirements abolishing bearer securities (Article 29) | |
| E2.1 | Transitional provisions in line with legal requirements abolishing bearer securities | |
| E2.2 | Transitional provisions in line with legal requirements abolishing bearer securities | |
| E2.3 | Transitional provisions in line with legal requirements abolishing bearer securities | |
| E2.4 | Transitional provisions in line with legal requirements abolishing bearer securities | |
| E2.5 | Transitional provisions in line with legal requirements abolishing bearer securities | |
| E2.6 | Transitional provisions in line with legal requirements abolishing bearer securities | |
| E2.7 | Transitional provisions in line with legal requirements abolishing bearer securities | |
| E3 | 1)Modify the date of the ordinary General Meeting;2)Transitional provision on the Ordinary General Meeting date | |
| E4 | Delegation of powers for the completion of formalities | |