Annual report 2010 - Dexia.com

Declaration of corporate governanceManagement reportConsolidatedfinancial statementsAdditional information Annual financial statementsNotifications under the legislation ontransparencyUnder the terms of the Law of 2 May 2007 (the “Law”) relatingto the publication of major holdings in issuers the shares ofwhich are admitted for trading on a regulated market andthe Royal Decree dealing with its execution dated 14 February2008, which entered into force on 1 September 2008, andon the basis of Article 5 of the articles of association of DexiaSA, shareholders are obliged to notify their holding to theBanking, Finance and Insurance Commission and to Dexia,insofar as it reaches a threshold of 1%, 3%, then 5% or amultiple of 5%.To calculate percentages of holdings, the numerator consistsof the number of voting rights attached to shares conferringvoting rights or not associated with shares, reduced orincreased by the number of voting rights which may beacquired on the exercise of similar financial instruments heldby the person making the declaration. The denominatorconsists of the total of existing voting rights in Dexia SA aspublished on the website.Moreover, in application of the “Protocol on the prudentialstructure of the Dexia Group” (cf. “Corporate governance”on page 63), Dexia SA has asked its main shareholdersto inform the company and the Banking, Finance andInsurance Commission as soon as possible prior to any of theaforementioned transactions.During the year 2010, Dexia SA received various notificationsfrom its shareholders, namely:• on 26 February 2010, a transparency notification was sentto BlackRock Inc. the holding of which exceeded the statutorythreshold of 1% on 24 February 2010;• on 25 March 2010, BlackRock Inc. sent a new transparencynotification according to which their holding passed backbelow the statutory threshold of 1% on 22 March 2010;• on 1 September 2010, the shareholders which hadconcluded an agreement under which they are deemed toconstitute “persons acting in concert” (cf. point Legislationon tender offers hereafter) under the meaning of Belgianlegislation relating to tender offers notified their holding inthe capital of Dexia SA following the crossing by Ethias Groupof the legal threshold of 5% on 26 August 2010;• on 17 September 2010 BlackRock Inc. notified its holdingin the capital of Dexia SA above the statutory threshold of1% on 13 September 2010;• on 3 November 2010, BlackRock Inc. sent a newtransparency notification according to which their holdingpassed back below the statutory threshold of 1% on 28October 2010.All of these notifications are published in full on the DexiaSA internet site.It emerges from these notifications that no shareholder,other than the reference shareholders listed in the table onpage 21, holds more than 1% of the share capital of DexiaSA as at 31 December 2010.Legislation on tender offers“Grandfathering” regimeUnder the terms of Article 74 of the Law of 1 April 2007relating to public takeover bids, persons which as at1 September 2007, either alone or in concert, hold morethan 30% of the voting securities of a Belgian companyadmitted to trading on a regulated market are not subjectto the obligation to launch a public takeover bid on theshares of the said company provided in particular that for21 February 2008 at the latest they have sent a notificationto the Banking, Finance and Insurance Commission and acommunication to the said company.On 30 August 2007, Dexia SA was informed of theconclusion by certain of its shareholders (Arcofin, HoldingCommunal, Caisse des dépôts et consignations, Ethias andCNP Assurances) of an agreement under the terms of whichthey are deemed to constitute “persons acting in concert”within the meaning of the Law of 1 April 2007 relating topublic takeover bids. The holding of the shareholders actingin concert in the capital of Dexia SA exceeds a threshold of50%.This agreement was the object of a notification to theCBFA and a communication to Dexia SA in accordance withArticle 74 § 6 and 7 of the Law of 1 April 2007 relating topublic takeover bids.The principal elements of that communication are publishedon the Dexia SA internet site.Moreover, in accordance with Article 74 § 8 of the said Law,the parties acting in concert must annually notify any changeto their holding which has taken place since 1 September2007.Within this context, each year Dexia SA receives an updatelisting the transactions carried out on Dexia shares by thedifferent shareholders acting in concert (and associatedparties) as well as, if such should be the case, any changes ofcontrol holding within the meaning of Article 74 § 8 of thesaid Law. The essential of the notifications received in 2010,which are available in full on the Dexia SA internet site underthe heading “Legal Information/Belgian tender offer rules”, islisted in the following table.66 Dexia Annual report 2010