ANNUAL REPORT

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RHJI SHARES HELD BY DIRECTORS AND EXECUTIVE MANAGEMENT DISCLOSURE REQUIRED BY ARTICLE 34 OF THE BELGIAN ROYAL DECREE OF 14 NOVEMBER 2007 As of June 30, 2009: • All directors and executive management as a group beneficially own approximately 9.54% of RHJI’s total outstanding ordinary shares (which excludes 7.14 % non beneficially held by Mr. Collins (see “Shareholding Structure”)); • All directors and executive management as a group (other than Mr. Collins) beneficially own approximately 1.46 %; • Executive management as a group beneficially own approximately 1.20 %. Article 34 of the Belgian Royal Decree of 14 November 2007 requires disclosing certain types of elements when these may be susceptible to have an adverse effect on the ability of a third party to launch a public take-over bid on RHJI. According to this provision, RHJI discloses the following: • see Article 8 of RHJI’s Articles of Association (as published on www.rhji.com) on the ability of the Board of Directors to increase the share capital of RHJI under certain conditions; • see Article 12 of RHJI’s Articles of Association (as published on www.rhji.com) on the ability of the Board of Directors to cause RHJI to acquire and dispose of its own shares under certain conditions. 118
CORPORATE GOVERNANCE STATUTORY AUDITOR SHAREHOLDERS’ MEETING Under Belgian law, the statutory auditor is appointed by a resolution adopted by a simple majority vote at a Shareholders’ Meeting. The statutory auditor is appointed for renewable terms of three years. During their term of office, the statutory auditor can be removed only by a Shareholders’ Meeting for just cause. KPMG Reviseurs d’Entreprises/Bedrijfsrevisoren (represented by Mr. Benoit Van Roost, partner) is RHJI’s statutory auditor. KPMG was appointed, in connection with the audit of the nonconsolidated financial statements specifically, until the Annual Shareholders’ Meeting of September, 2010. KPMG was appointed, in connection with the audit of the consolidated financial statements, until the Annual Shareholders’ Meeting of September 2011. The Shareholders’ Meeting determines the remuneration of RHJI’s statutory auditor for his services in connection with the audit of RHJI’s financial statements. During the fiscal year ended March 31, 2009, the aggregate annual fee for these services has been JPY 42 million (EUR 0.3 million), excluding value-added tax and outlays. Information about total remuneration received by KPMG and certain of KPMG’s member firms in lieu of audit and other services is presented in note 37 to the Consolidated Financial Statements. RHJI holds its Annual Shareholders’ Meeting on the third Tuesday of September of each year. If such day is a legal public holiday, the meeting will be held on the following working day. At this meeting, the Board of Directors and the statutory auditor’s report on the management and RHJI’s financial situation at the end of the previous fiscal year. RHJI’s shareholders then vote on the approval of the statutory annual accounts, the allocation of the profit or loss, the appointment, if necessary, of new directors or statutory auditor, and the release from liability of the directors and the statutory auditor (see “Statutory Auditor”) for the previous fiscal year. The Board of Directors or the statutory auditor may convene an Extraordinary Shareholders’ Meeting at any time RHJI’s interests so require. Shareholders representing one-fifth of RHJI’s total issued share capital may also convene an Extraordinary Shareholders’ Meeting. Shareholders representing one-fifth of RHJI’s total issued share capital may also move to include an item of business in the agenda for a Shareholders’ Meeting. While the Belgian Code on Corporate Governance provides that the level of shareholding to that effect should not exceed 5% of the total issued share capital, the one-fifth threshold adopted by RHJI is in compliance with the Belgian Companies Code. In addition, RHJI encourages participation at shareholders’ meeting and promotes proxy voting. Time is always allocated for questions during the Shareholders’ Meetings. Notices of all Shareholders’ Meetings contain the agenda of the meeting and the Board of Directors’ recommendations on the matters to be voted upon and are published in accordance with the Belgian Companies Code and posted on RHJI’s website at www.rhji.com. Except as described below, no quorum is required for a Shareholders’ Meeting and decisions are taken upon a simple majority vote of the shares present in person or represented by proxy. Each ordinary share is entitled to one vote. Resolutions relating to amendments of RHJI’s Articles of Association are subject to special quorum and majority requirements. Specifically, any resolution on these matters requires the presence in person or by proxy of shareholders holding an aggregate of at least 50% of RHJI’s total issued share capital and, generally, the approval by at least 75% of the shares present in person or represented by proxy at the meeting (and, in some cases, such as, among others, a modification to RHJI’s corporate purposes or legal form, a majority of at least 80%). If a quorum is not present, a second meeting must be convened. At the second meeting, the quorum requirement does not apply. The special majority requirement, however, will continue to apply. 119
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ANNUAL REPORT Year Ended March 31,
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PART I LETTER TO SHAREHOLDERS AND B
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Support to our portfolio companies
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The evolution of the book value of
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Consolidated Financial Statements F
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Asahi Tec Corporation • Headquart
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RHJI's purchase agreement to buy ce
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Honsel International Technologies S
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Niles Co., Ltd. • Headquarters: J
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Columbia Music Entertainment, Inc.
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Phoenix Resort K.K. • Headquarter
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Shaklee Global Group, Inc. • Indu
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PART II FINANCIAL STATEMENTS FOR TH
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FINANCIAL STATEMENTS FOR THE FISCAL
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Page 131 and 132: Co-ordination and Production : IPAC
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ANNUAL REPORT

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