Since the private placement of 12 October 2006 the Vlaamse Participatiemaatschappij (VPM) owns 6 270 403 shares of Gimv, or 27.06 % of the total number of outstanding shares.
Listed companies have to submit decisions belonging to the competence of the board of directors and regarding the relationship between the company and its affiliates (other than its subsidairies) to a committee of three independent directors in advance. In such case the directors are assisted by one or more independent experts. Article 524 of the Company Code describes the proper procedure.
There was no need to employ said article during the financial year 2010-2011.
Evolution of capital
The share capital of the company amounts to 220 000 000 EUR and is represented by 23 176 005 shares without nominal value. All the shares have the same rights and fractional value and are fully paid up. Since 1995 the following capital increases happened (in euro):
|Date||Capital||Issue premium||Total number of shares|
|31-1-1995||672 262.43||102 756 848.68||1 021 820.48||4 145 201|
|31-7-1995||12 146 782.71||114 903 631.39||37 436 384.32||4 635 201|
|27-5-1997 *1||103 240 216.26||218 146 301.80||0||23 176 005|
|5-12-2000 *2||1 853 698.20||220 000 000.00||0||23 176 005|
*1 Incorporation of the issue premium and 1:5 share split
*2 Capital increase and conversion into EUR.
Apart from the aforementioned shares the company has not issued any other securities that on exercise or conversion would increase the number of shares.
All the company’s shares are listed on the First Market of NYSE Euronext Brussels, with share code GIMB, under the ISIN-code BE0003699130, the Reuters-code Gimv.BR and the Bloomberg code GIMB BB.
Authorised capital and purchase of own shares
The board of directors is authorised to increase the capital of the company in one or more installments to a total amount of up to EUR 220 000 000. Until 30 June 2015, the board of directors can use this authorisation in the following special circumstances:
- when an unforeseen urgent need for financing arises and market conditions do not lend themselves to a public issue;
- where it appears necessary to enable the company to react quickly to market opportunities, especially with regard to the full or partial acquisition of companies, mergers and/or establishing strategic alliances;
- whenever the costs of convening a general shareholders’ meeting are disproportionate to the amount of the intended capital increase;
- when, owing to the pressing urgency of the particular situation, a capital increase under the capital procedure appears necessary in the interest of the company;
- whenever the company wishes to issue shares, warrants, options or other securities for the employees, directors or advisers of the company or associated companies;
- and for all transactions related thereto.
The board of directors is furthermore specifically authorised to use the aforementioned authorised capital in the event of a public takeover bid on securities issued by the company. The board of directors may exercise this authorisation until 30 June 2013.
The board of directors has not as yet used this authorisation with regard to authorised capital.
The board of directors is also authorised to acquire or dispose of its own shares when such acquisition or disposal is necessary to prevent the company from suffering serious and imminent damage. This authorisation is granted for a period until 30 June 2013. The company has not as yet used the possibility of purchasing its own shares.
Threshold for the convening of the general meeting
Gimv has no special clause in its articles of association concerning the lowering of the legal threshold from 20 to 5 percent to convene the general meeting, as suggested in the Corporate Governance Code. There is also no special clause in the articles of association with regard to putting an item on the agenda.
On 1 January 2012 the act of 20 December 2010 on the exercise of certain rights of shareholders in listed companies (‘Act on Shareholders’ Rights”) comes into effect. An important novelty of this act stipulates that shareholders representing alone or together 3 percent of the authorised capital, have the right to put items on the agenda of the general meeting and to submit proposals for resolutions (new article 533 ter of the Company Code).
Since the act is also applicable to Gimv, Gimv will from 1 January 2012 on be consistent with the Corporate Governance Code, which provides for a treshold of 5 percent.
Notwithstanding this the board of directors considers every reasonable proposal from any shareholder, irrespective of the amount of shares owned by said shareholder. If the proposal is of interest for Gimv and the other shareholders, the board of directors will put the item on the agenda of the general meeting.