Annual Report 2011 - Analist.be

11.9. Capital11.9.1. Issued capitalOn 31 December 2011, the fully paid-up share capitalamounted to EUR 653,136,356.46. It is represented by161,358,287 shares without nominal value.All shares making up the share capital have the same rights.In accordance with Article 28 of the Articles of Association,each share entitles its holder to one vote. GBL has not issuedany other class of shares, such as non-voting or preferentialshares.On 1 January 2008, bearer shares placed in a securitiesaccount were converted by law into dematerialised shares.From that date, the Company’s shares exist in either aregistered or dematerialised form or as bearer shares.Holders of bearer shares must have converted their shares intoregistered or dematerialised shares by 31 December 2013at the latest.However, the Extraordinary General Meeting of 24 April 2007authorised the Board of Directors to set a date, before31 December 2013, after which exercise of the rights attachingto the bearer shares shall be suspended until the saidshares have been converted into registered or dematerialisedshares. The Board of Directors of 2 March 2010 has set1 January 2011 as this date.As from 1 January 2008, the Company’s shares may only beissued in registered or dematerialised form.This authorisation, initially granted in 1987, was renewed on25 May 1993, 28 May 1996, 25 May 1999, 27 April 2004, 24April 2007 and for the last time on 12 April 2011. It is valid for afive-year period from 25 May 2011, i.e. until May 2016. On 31December 2011, the authorised capital amounted to EUR 125million. On the basis of this amount, a maximum of 30,881,431new shares may be issued.11.9.3. Treasury sharesThe Extraordinary General Meeting of 12 April 2011 renewedthe authorisation given to the Company’s Board of Directors,for a period of five years, to buy a maximum of 32,271,657GBL shares, in compliance with all legal provisions. The valueof these acquisitions may not be more than 10% below thelowest share price over the twelve months preceding thetransaction, nor may they be more than 10% above the highestshare price of the previous twenty market quotations.This authorisation also covers acquisitions by GBL’s directsubsidiaries.The same Extraordinary General Meeting also renewed theBoard of Directors’ authorisation to acquire and disposeof its treasury shares when such acquisition or disposalis necessary to prevent serious and imminent harm to theCompany. This authorisation is valid for three years as from25 May 2011, i.e. until May 2014.Under the Company’s Articles of Association, the Boardof Directors may also sell GBL shares on or off the StockExchange without the prior intervention of the General Meetingand with unlimited effect.11.9.2. Authorised capitalThe Extraordinary General Meeting held on 12 April 2011renewed for a five-year period the authorisation granted to theBoard of Directors to:• increase the share capital, on one or more occasions, up toa total of EUR 125 million;• decide one or more issues of convertible bonds or bondsreimbursable in shares, subscription rights or other financialinstruments, whether or not attaching to bonds or othersecurities that can in time give rise to capital increasesin a maximum amount such that the amount of capitalincreases that may result from exercise of these conversionor subscription rights, whether or not attaching to suchsecurities, shall not exceed the limits of the remaining capitalin the above mentioned limits.In both cases, the Board of Directors may, in the interestof the Company, limit or cancel shareholders’ preferentialsubscription rights in conformity with the terms and conditionslaid down by law.Acquisitions and disposals of treasury shares in 2009, 2010and 2011 are detailed on page 102 of this annual report.11.9.4. Exchangeable loansIn 2005, GBL issued bonds exchangeable for GBL shares.The details of this issue are found on page 100 of thisannual report.11.10. Voting rightsThere are no statutory restrictions on the exercise of votingrights, without prejudice to general rules on admission to theGeneral Meeting.Corporate governance statementAnnual Report 2011 155