Acquisition and disposal of own shares

A company may repurchase its shares, following a decision by the general meeting. In terms of communication, a distinction can be made between the decision to launch a buyback programme and its implementation.

• Launch of a buyback programme:
  • The FSMA must be informed of the effective implementation of the programme. This information, together with a copy of the decision of the general meeting, must be transmitted by e-mail to info.fin@fsma.be and uploaded to eCorporate, in the “Reporting on acquisition of own shares” section.
  • The publication of a press release announcing the launch of a buyback programme is considered good practice. In some cases, such information may qualify as inside information; publication is then required by law.
• Weekly communication as soon as a programme is running: except if the operation relates to a disposal of shares to the employees, the issuers must publish press releases on the acquisition or disposal of own shares. These must contain the following details:
  • the date of the transaction;
  • the time of the transaction if it was not executed in Euronext’s Central Order Book;
  • the number of securities acquired or disposed of;
  • the price of the securities acquired or disposed of;
  • the trading method used.

Equality of treatment of shareholders

• When own shares are acquired , equal treatment of shareholders is guaranteed by offering an equivalent price. The price is considered to be equivalent:
  • where the acquisition transaction is executed in Euronext’s Central Order Book;
  • where the acquisition is executed off-exchange, if the bid price is lower than, or equal to, the highest current independent bid price in Euronext’s Central Order Book.
• When own shares are disposed of, equal treatment of shareholders is guaranteed by asking an equivalent price. The price is considered to be equivalent:
  • where the disposal transaction is executed in Euronext’s Central Order Book;
  • where the disposal takes place in the framework of a book building, if the price and allocation are determined after consultation with a sufficiently large number of qualified investors;
  • where the disposal takes place off-exchange (notwithstanding the previous point), if the ask price is higher than, or equal to, the lowest current independent ask price in Euronext’s Central Order Book.
• For intragroup transactions the rules described here above regarding off-exchange acquisitions and disposals of shares cannot be applied at the same time. In those specific instances, the price is considered equivalent if it is equal to the last recorded stock price.

Regulated information

The weekly press release on acquisition and disposal transactions is regulated information.

Specific disclosure and storage obligations apply to regulated information:

1. Dissemination (or disclosure) – to be done using media and in a manner ensuring fast access to such information on a non-discriminatory basis to as wide a public as possible.
2. Storage - regulated information is to be made available on:
   • the issuer’s website.
   • eCorporate. Regulated information uploaded to eCorporate is automatically recorded in STORI.

Deadlines

The weekly press release on acquisition and disposal transactions must be published within seven trading days after the execution of the transaction.