TRANSPARENCY LEGISLATION - THRESHOLDS
Pursuant to Belgian law, each (natural or legal) person holding directly or indirectly – together with parties with whom he/she/it acts in concert - a participation reaching or crossing (upwards or downwards) 5% or a multiple of 5% of the total voting rights (referred to as the “denominator” – see below) in OPTION NV is required to disclose this. Moreover, Article 13 §1 of the articles of association of OPTION NV provides that the above disclosure requirement also applies when the threshold of 3% of the above denominator is reached or crossed (upwards or downwards).
BASIC AND ADDITIONAL DATA REGARDING OPTION NV
| (1) BASIC DATA |
| (a) Total share capital |
EUR 12,232,134.42 |
| (b) Total number of voting securities |
82,498,592 |
| (c) Total number of voting rights (= the denominator) |
82,498,592 |
| (2) ADDITIONAL DATA |
| (a) Total number of bonds convertible into voting securities * |
0 |
| (b) Total number of rights – whether or not represented by securities – to subscribe for voting securities still to be issued * |
2,500,000
(all naked warrants in registered form – each warrant entitles its holder to one OPTION NV share upon exercise thereof) |
| Total number of voting rights that can be acquired in the event of a full exercise of the conversion and subscription rights referred to sub (2) (a) and (b) * |
2,500,000 |
Last update: 7 January 2010
CURRENT SHAREHOLDER STRUCTURE OF OPTION NV
Based on the transparency notifications received by OPTION NV, the current shareholder structure is as follows:
| OWNERSHIP (Above 3%) |
Number of shares |
% |
| Jan Callewaert and Pepper NV (100% Jan Callewaert) |
14,809,008 |
17.95% |
|
| Free Float |
67,689,584 |
82.05% |
| of which: |
| - UBS (Switzerland) * |
1,283,492 |
|
| - SISU Capital Ltd (United Kingdom) * |
1,331,495 |
|
|
| Total Outstanding shares |
82,498,592 |
100.00% |
* situation before 18 December 2009
Option NV received on 17 July 2009 a notification from Sloan Robinson LLP, advising that Sloan Robinson LLP, via SR Global Fund LP held 1,166,000 shares on 24 January 2008, representing 2,83%.
Last update: 7 January 2010
ADDITIONAL INFORMATION - NOTIFICATIONS
Detailed information on the transparency legislation and its implications is available on the website of the Belgian Banking, Finance and Insurance Commission (the “CBFA”) (“Extract from the Guide to the Transparency Legislation CBFA_2008_16” of 9 January 2009, which can be downloaded from www.cbfa.be/eng/gv/ah/circ/pdf/cbfa_2008_16.pdf).
For the purposes of participation disclosures, the CBFA recommends the use of the standard forms it has developed (Form TR-1 BE, which can be downloaded from the website of the CBFA: www.cbfa.be/eng/gv/ah/circ/pdf/TR-1BE.xls).
All disclosure notifications must be transmitted to both OPTION NV and the CBFA.
We strongly advise that the disclosure notifications transmitted to OPTION NV be sent, first electronically and subsequently, for the reasons of legal certainty, by fax for the attention of:
Mr J.P. Ziegler
Chief Financial Officer
E-mail address: investor@option.com
Fax: +32 (0)16 317 490
Telephone +32 (0)16 317 411
The CBFA strongly recommends that the notifications sent to the CBFA be transmitted first electronically, to trp.fin@cbfa.be, and subsequently, for reasons of legal certainty, by fax to +32 (0)2 220 59 12.