1. Extraordinary General Shareholders’ Meeting Brussels, 8 April 2009

2. Theo Dilissen Chairman of the Board

3. Dirk Lybaert Secretary General

4. Theo Dilissen Chairman of the Board

5. Questions & Answers

6. Proposed resolutions

7. Vote on the proposed resolutions

8. Proposal to renew the five-year term with respect to the statutory power of the Board of Directors to increase the company's share capital in one or several installments by a maximum amount of EUR 200,000,000. Proposal to amend Article 5, Section 2 of the Articles of Association as follows: The mandate given to the Board of Directors pursuant to Section 1 is conferred for a period of five years from the date of publication of the amendment to these Articles of Association approved by the general meeting of shareholders on 8 April 2009. 1.FOR 2.AGAINST 3.ABSTAIN Proposed resolution

9. Proposal to amend the Articles of Association pursuant to the amendment of Article 423 of the Belgian Commercial Companies Code pursuant to Directive 2006/68/EC of the European Parliament and of the Council of 6 September 2006 amending Council Directive 77/91/EEC as regards the formation of public limited liability companies and the maintenance and alteration of their capital. Proposal to amend Article 8 of the Articles of Association as follows: Without prejudice to Article 6 of these Articles of Association, and save where an exception is provided by the law, a report must be drawn up by the Statutory Auditors, acting as a body, prior to any capital increase by contribution in kind. This report must be attached to a special report in which the Board of Directors sets out the benefits to the Company of both the contributions and the proposed capital increase and, if appropriate, the reasons for any departure from the conclusions of the appended Auditors’ Report. 1.FOR 2.AGAINST 3.ABSTAIN Proposed resolution

10. Proposal to renew the power of the Board of Directors to acquire the maximum number of shares permitted by law, within a 5-year period, beginning on 8 April 2009. The price of such shares must not be more than 5% above the highest closing price in the 30-day trading period preceding the transaction, and no more than 10% below the lowest closing price in the same 30-day trading period. Proposal to amend Article 13, Section 2 of the Articles of Association as follows: The Board of Directors is hereby empowered to acquire the maximum number of own shares permitted by law. The price paid for these shares must not be more than 5% above the highest closing price in the 30-day trading period preceding the transaction, and no more than 10% below the lowest closing price in that same 30-day trading period. This mandate is granted for a period of five years as of 8 April 2009. Proposed resolution 1.FOR 2.AGAINST 3.ABSTAIN

11. Proposal to let the Board of Directors appoint and dismiss members of the Management Committee, at the proposal of the Chief Executive Officer and following consultation of the Nomination and Remuneration Committee. Proposal to amend Article 16, section 3, paragraph 2, as follows: Article 16, section 3, paragraph 2: The Management Committee consists of the Chief Executive Officer and a maximum of nine other members of the Company’s management. Each of these members is appointed and dismissed by the Board of Directors, at the proposal of the Chief Executive Officer, and is designated “Member of the Management Committee”. The Management Committee is chaired by the Chief Executive Officer. (…) Proposed resolution (1)

12. Proposal to amend Article 20, section 2, as follows: Article 20, section 2: The Board of Directors, at the proposal of the Chief Executive Officer and following consultation of the Nomination and Remuneration Committee, appoints and dismisses the members of the Management Committee and determines their powers. 1.FOR 2.AGAINST 3.ABSTAIN Proposed resolution (2)

13. Proposal to delete Article 50 of the Articles of Association regarding the distribution to employees of profits for the 2003 financial year. Proposed resolution 1.FOR 2.AGAINST 3.ABSTAIN

14. Proposal to delete Article 52 of the Articles of Association regarding the transitional mandatory nomination rights. Proposed resolution 1.FOR 2.AGAINST 3.ABSTAIN

15. Proposal to grant all powers to the Secretary General, including that of replacement, for the purpose of coordinating the Articles of Association to reflect the resolutions above. Proposed resolution 1.FOR 2.AGAINST 3.ABSTAIN

16. Extraordinary General Shareholders’ Meeting Brussels, 8 April 2009