Annual Report 2011 - Analist.be

Corporate governance statement9. Shareholders9.1. Compliance with provisions of the 2009 Code with respectto shareholdersThe Company complies with all provisions of the 2009 Codeconcerning shareholders.Prior to 2012, an exception to these provisions existedwith regard to shareholders’ right to submit proposals tothe General Meeting. The level of shareholding requiredfor exercise of this right was set at 20% of the capital. Thismeasure was in conformity with the Company Code butrepresented a derogation from the 2009 Code.Effective 1 January 2012, further to amendment of theCompany Code on this point, one or more shareholdersowning at least 3% of the Company’s share capital mayrequest the addition of an item to the agenda of the GeneralMeeting and may also present proposals of decisionsconcerning the items to be discussed or to be placed on theagenda. On the other hand, the threshold from which one ormore shareholders may request the convocation of a GeneralMeeting remains set at 20% of the capital.The Company publishes the results of votes and the minutesof the General Meeting on its website as soon as possible andno later than fifteen days following the Meeting.9.2. Relations with controlling shareholdersThe Company’s shareholding is characterised by the presenceof a controlling shareholder, Pargesa Holding S.A. (via itswholly-owned subsidiary, Pargesa Netherlands B.V.). PargesaHolding S.A., incorporated under Swiss law, is itself controlledby Parjointco N.V., which is incorporated under the lawsof the Netherlands and whose capital is owned 50-50 byFrère-Bourgeois/CNP-NPM group and Power Corporation ofCanada group, under an agreement concluded by the twogroups in 1990.That agreement aims to establish and maintain parity betweenPower Corporation of Canada group and Frère-Bourgeois/CNP-NPM group in Pargesa Holding S.A., GBL and theirrespective designated subsidiaries.Each group has agreed not to acquire, hold or sell interestsin these companies, either directly or indirectly, except withthe agreement of the other party, and has granted the othergroup a right of pre-emption, subject to certain restrictions,on shares in Pargesa Holding S.A. and GBL in the event ofthe disposal of such shares during a five-year period followingexpiry of the agreement.9.3. Information on shareholding structure9.3.1. Notification in accordance with legislation on takeover bidsThe Company received, on 21 February 2008, a notificationfrom its controlling shareholders concerning their interest inGBL as of 1 September 2007.This notification was transmitted in accordance with Article74(7) of the law of 1 April 2007 on takeover bids. Under thatlaw, shareholders owning more than 30% of the capital of alisted company are exempted from the obligation of launchinga public takeover bid on the company provided they havenotified their shareholding at the date of entry into force of thelaw (i.e. 1 September 2007) to the FSMA and to the companyconcerned, by 21 February 2008 at the latest.Also pursuant to that law, these shareholders are obliged toreport annually any change in their controlling interest to theFSMA and to the company concerned. In this context, theytransmitted to GBL an update of the structure of the controllingshareholding as of 1 September 2011, which is reproducedbelow:Number and percentage of shares with voting rights heldby the declarantsNumber of sharesShareholderswith voting rights %Pargesa Netherlands B.V. 80,680,729 50.00Sagerpar (1) 6,099,444 3.78Compagnie Nationaleà Portefeuille S.A. 38,500 0.02Paul G. Desmarais 500 p.m.Total 86,819,173 53.81(1) Voting rights suspendedNatural and/or legal persons holding final ownership of the declarantswho are legal personsPaul G. Desmarais and Albert Frère, bound by a concertedaction agreement.This agreement was prolonged in 1996 and will expire in 2014if not renewed.150 Annual Report 2011