GROUPE BRUXELLES LAMBERT (GBL) 24/04/2007 Combined
1Management report of the Board and reports of the Auditor on the financial year 2006
21)Approve Company Financial Statements;2)Approval of the appropriation of income and of the dividend
3Discharge of the Board
4Discharge of the Auditor
5aElection of Directors
5bElection of M. Günter Thielen as Director for a period of 3 years.
5cProposal 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
5dReappoint 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
6Approve for the Board of Directors to acquire own shares
7.1Approve the principle to issue yearly option (existing shares) in favour of the Executive Management and the employees.
7.2Approve the right for the beneficiaries to depart from the vesting schedule in case of change of control of the company.
7.3Authorization amounting to 1,8% of the capital stock; minimum purchase price for beneficiaries of 100% of the market stock price.
8Miscellaneous
E1aSpecial report by the Board detailing the specific circumstances in which it may use the authorised capital and the objectives it will pursue (article 604)
E1bRenew the authorisation to proceed with capital increases
E1cAuthorise 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
E1dDelegation of powers for the completion of formalities
E1eTransfer an amount from shareholders equity account to another account of Shareholders Equity
E1fChange by-laws provisions in line with previous extraordinary resolution
E1g1)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
E1hChange by-laws provisions in line with previous extraordinary resolution
E1iTranfer an amount from shareholders equity account to another account of Shareholders Equity
E1jChange by-laws provisions in line with previous extraordinary resolution
E1kApprove 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
E21)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)
E2.1Transitional provisions in line with legal requirements abolishing bearer securities
E2.2Transitional provisions in line with legal requirements abolishing bearer securities
E2.3Transitional provisions in line with legal requirements abolishing bearer securities
E2.4Transitional provisions in line with legal requirements abolishing bearer securities
E2.5Transitional provisions in line with legal requirements abolishing bearer securities
E2.6Transitional provisions in line with legal requirements abolishing bearer securities
E2.7Transitional provisions in line with legal requirements abolishing bearer securities
E31)Modify the date of the ordinary General Meeting;2)Transitional provision on the Ordinary General Meeting date
E4Delegation of powers for the completion of formalities