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ANNUAL REPORT

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CORPORATE GOVERNANCE<br />

The Belgian Corporate Governance Committee formed by the Belgian Banking, Finance and Insurance Commission (“CBFA”),<br />

Euronext Brussels and the Federation of Belgian Enterprises published on December 9, 2004 a Code on Corporate Governance, as<br />

amended and restated on March 12, 2009, which is a code of best practice containing recommendations and applying to listed<br />

companies on a non-binding basis. In accordance with the Code, RHJI adopted a Corporate Governance Charter which may be viewed<br />

on RHJI’s website at www.rhji.com (1) . The Corporate Governance Charter describes the main aspects of the rules and practices under<br />

which RHJI operates and by which shareholders can expect RHJI to operate.<br />

This section summarizes the corporate governance structure of RHJI and provides certain factual information that the Belgian Code<br />

on Corporate Governance recommends to be included in this Annual Report (2) . The section also contains some information required by<br />

Article 34 of the Belgian Royal Decree of 14 November 2007 concerning the obligations of listed issuers to disclose information.<br />

(1) The current Corporate Governance Charter of RHJI was adopted before the publication of the new version of the Belgian Code on Corporate Governance. While the Charter is<br />

substantially in compliance with the new version of the Belgian Code on Corporate Governance (subject to what is said in footnote 2 below), it is however being reviewed and<br />

will be subject to some adjustments to take into account this new version. References, in this “Corporate Governance” section, to the “Belgian Code on Corporate<br />

Governance” are to such Code in its December 2004 version.<br />

(2) This “Corporate Governance” section does not yet reflect new recommendations contained in the new version of the Belgian Code on Corporate Governance. Such<br />

recommendations are being reviewed and will be reflected, as appropriate, in the next Annual Report (relating to the fiscal year ending March 31, 2010).<br />

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