Issued capital

At December 31, 2018 the fully paid-up share capital amounted to EUR 653,1 million. It is represented by 161,358,287 shares without nominal value. All of the shares making up the share capital have the same rights. In accordance with Article 27 of the Articles of Association, each share entitles its holder to one vote. GBL has not issued any other class of shares, such as non-voting or preferential shares.

 

Dematerialised shares

In accordance with the law of December 14, 2005 on the elimination of bearer shares, holders of bearer shares had to convert them into registered or dematerialised shares by December 31, 2013 at the latest. The bearer shares that had not yet been converted into registered or dematerialised shares at January 1, 2014 were automatically converted into dematerialised shares and registered in a securities account in GBL’s name. Since January 1, 2014, the exercising of bearer shares rights has been suspended in accordance with the law. The law also provides that, as from January 1, 2015, issuers must put any unclaimed bearer shares up for sale on the stock market and announce this mandatory sale in good time. Once the unclaimed bearer shares have been sold, the net proceeds of this sale (in other words the proceeds less any costs incurred) must be transferred to the Caisse des Dépôts et Consignations within fifteen days.

In accordance with this obligation two notices, which among other things stated the maximum number of securities liable to be put up for sale and the depositing deadline and location for bearer shares, were published by GBL and Euronext on their websites. An initial notice was published on December 5, 2014 and concerned 69,082 unclaimed bearer shares, while a second notice was published on October 2, 2015 relating to 32,656 bearer shares from share exchange reserves. These notices were also inserted in the Belgian Official Gazette of December 11, 2014 and October 6, 2015 respectively. Following the publication of these notices, the shares in question were sold on the stock exchange on January 21, 2015 (69,082 shares) and November 16, 2015 (32,656 shares). The proceeds from these sales were transferred on January 23, 2015 and November 18, 2015 to the Caisse des Dépôts et Consignations.

Since December 31, 2015 the owners of these old bearer shares have been entitled to demand payment of the corresponding proceeds from the Caisse des Dépôts et Consignations, subject to these owners being able to provide proof of ownership. However, the law of 14 , December 2005 provides that, as from January 1, 2016, such a repayment will be subject to a fine of 10% of the proceeds from the sale of the underlying bearer shares, calculated by year of delay commenced. GBL is therefore no longer involved in this process.

Registered shares

Management of registered GBL securities

GBL shares are either registered or dematerialised. Shareholders who choose to register their GBL shares in the share register receive notices to attend General Shareholders’ Meetings and the related documents by post. Each GBL registered share entitles its holder to one voting right. Dividends allocated to registered shares are paid to the bank account notified by the shareholder to GBL. The management of registered shares by GBL is provided free of charge.

For any questions about registered shares, please contact:

Priscilla Maters, General Secretary and Chief Legal Officer

Tel : + 32 2 289 17 17

Email : pmaters@gbl.be

GBL has chosen not to create or otherwise sponsor an American Depositary Receipt (ADR) facility in respect of its shares. Any ADR facility currently in existence is "unsponsored" and has no ties whatsoever to GBL. This means that GBL cannot be relied upon to ensure the proper operation of such facility or to protect the rights of ADR holders, and GBL expressly disclaims any liability or submission to jurisdiction to any courts in the United States in respect of such facility. Persons choosing to deposit GBL shares into such a facility or to acquire ADRs issued from such a facility do so at their own risk and on the basis of their own analysis of such facility.

Historical data since 2005

Position as of

Fully paid-up share capital

Number of shares representing the share capital

December 31, 2018

EUR 653,136,356.46

161,358,287

December 31, 2017

EUR 653,136,356.46

161,358,287

December 31, 2016

EUR 653,136,356.46

161,358,287

December 31, 2015

EUR 653,136,356.46

161,358,287

December 31, 2014

EUR 653,136,356.46

161,358,287

December 31, 2013

EUR 653,136,356.46

161,358,287

December 31, 2012

EUR 653,136,356.46

161,358,287

December 31, 2011

EUR 653,136,356.46

161,358,287

December 31, 2010

EUR 653,136,356.46

161,358,287

December 31, 2009

EUR 653,136,356.46

161,358,287

December 31, 2008

EUR 653,136,356.46

161,358,287

December 31, 2007

EUR 653,136,356.46

161,358,287

July 4, 2007 (after capital increase)

EUR 653,136,356.46

161,358,287

December 31, 2006

EUR 595,696,415.40

147,167,666

May 5, 2006 (after capital increase)

EUR 595,696,415.40

147,167,666

December 31, 2005

EUR 559,802,625.54

138,300,053

Authorised capital

The Extraordinary General Shareholders’ Meeting of April 26, 2016 renewed, for a period of five years, the authorisation given to the Board of Directors to:

  • increase the share capital, on one or more occasions, by up to EUR 125 million;
  • decide to issue, on one or more occasions, convertible bonds or bonds redeemable in shares, subscription rights or other financial instruments, whether or not they are attached to bonds or other securities and that may in time give rise to capital increases of a maximum amount such that the amount of the capital increases that may result from the exercising of these conversion or subscription rights, whether or not they are attached to such securities, does not exceed the authorised amount remaining as defined by the above-mentioned limits.

 

In both cases, the Board of Directors may, in the interests of the Company, limit or cancel the preferential subscription rights of the existing shareholders according to the conditions provided for by law.

This authorisation, initially granted in 1987, was renewed on May 25, 1993, May 28, 1996, May 25, 1999, April 27, 2004, April 24, 2007, April 12, 2011 and most recently on April 26, 2016. It is valid for a five-year period from June 7, 2016, i.e. until June 2021.
At December 31, 2017, the authorised capital amounted to EUR 125 million. Based on this amount, a maximum of 30,881,431 new shares may be created.

Read more

 

Voting rights

In accordance with Article 27 of the Articles of Association, each share entitles its holder to one vote.

GBL has not issued any other class of shares, such as non-voting or preferential shares.

In accordance with Articles 622 and 627 of the Companies Code, voting rights attached to GBL shares held by the company itself or by subsidiaries under its direct control have been suspended.

In accordance with Article 15 of the law of 2 May 2007 regarding the publication of major shareholdings (“transparency law”) GBL must publish, its (i) total share capital, (ii) the total number of shares entitling their holders to voting rights and (iii) the total number of voting rights, at the latest by the end of each month during which these numbers were increased or decreased.

When it publishes this information, the company must also disclose the total number of bonds convertible into shares entitling their holders to voting rights, the subscription rights relating to shares entitling their holders to voting rights not yet issued, and the total number of voting rights that would result from the exercising of these conversion or subscription rights.

This information allows GBL’s shareholders to check whether they have fallen below or risen above one of the total voting right thresholds of 5%, 10%, 15% … (and other multiples of 5) and whether they are therefore obliged, under Article 514 of the Companies Code, to declare the crossing of a threshold. GBL has not used the possibility offered by the “transparency law” of adding more restrictive thresholds (1%, 2%, 3%, 4% and 7.5%) to its Articles of Association.

For further information about transparency declaration obligations, refer to the provisions of the law and the royal decree of 14 February 2008 regarding the disclosure of major holdings.

Denominator

The number of shares representing the capital amounts 161,358,287.

According to the legislation on transparency statement, amongst other article 15 of the law of 2 May 2007, the company reports the following financial information:

The total capital

EUR 653,136,356.46

Total number of shares giving voting right

161,358,287

Total number of voting right (= denominator)

161,358,287

No other restrictive statutory threshold than the legal one of

5%

 

Frequently asked questions

This document provides a succinct and general answer, purely for information purposes, to the questions most frequently asked by GBL shareholders. It does not constitute legal advice and is not binding for the company. Shareholders are advised to contact their adviser for information relating to their individual situation.

How can I convert my dematerialised GBL shares into registered shares?

Contact your financial intermediary with a request to convert dematerialised shares into registered shares. Provide to GBL your contact details and the account in favour of which dividends must be paid. Following registration, a certificate confirming registration in the share register will be sent by GBL to the shareholder. When a coupon payment date is nearing, be alert as to the ex-coupon date.

How can I convert my registered GBL shares into dematerialised shares?

Send a signed letter to GBL’s Legal Department indicating the number of the securities account to which the shares must be transferred. When a coupon payment date is nearing, be alert as to the ex-coupon date.

How do I report a change of postal or email address, phone number or account number?

Inform GBL’s Legal Department by email (pmaters@gbl.be) or post (avenue Marnix 24, 1000 Brussels).

How can I know the balance of my position in registered GBL shares?

Contact GBL’s Legal Department by telephone (+32 2 289 17 52), by post (avenue Marnix 24, 1000 Brussels) or by email (pmaters@gbl.be).

How can I sell my registered GBL shares on the stock exchange?

The sale on the stock exchange of registered GBL shares first requires the conversion of the registered shares into dematerialised shares. Please refer to question 2.