Annual report 2009 - Dexia.com

General information6.3. Notifications under thelegislation on transparency6.4. Legislation on tender offers6.4.1. “Grandfathering” regimeUnder the terms of the Law of 2 May 2007 (the “Law”),relating to the publicity of major holdings in issuers the sharesof which are traded on a regulated market, and the RoyalDecree executing that Law dated 14 February 2008 whichcame into force on 1 September 2008, and on the basis ofArticle 5 of the articles of association of Dexia SA, shareholdersare obliged to notify their holding to the Banking, Financeand Insurance Commission and to Dexia, insofar as it reachesa threshold of 1%, 3%, then 5% or a multiple 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, reducedor increased by the number of voting rights which may beacquired on the exercise of similar financial instruments heldby the person making the declaration. The denominator consistsof the total of existing voting rights in Dexia SA as publishedon the website.Moreover, in application of the “Protocol on the prudentialstructure of the Dexia Group” (cf. Corporate governance onpage 46), Dexia SA has asked its large shareholders to informthe company and the Banking, Finance and Insurance Commissionas soon as possible prior to any of the aforementionedtransactions.During the year 2009, Dexia SA received various notificationsfrom its shareholders, namely:• On 19 February 2009, a notification from shareholdersconcluding an agreement under the terms of which theyare deemed to constitute “parties acting in concert” (referto point 6.4.) within the meaning of the Belgian legislationrelating to tender offers;• On 29 June 2009, the Walloon Region sent a notificationfrom which it emerged that it exceeded the statutory thresholdof 1% of the company’s capital;• On 1 July 2009, the Flemish Region, via the Vlaams Toekomstfonds,notified its holding greater than 1% of the company’scapital;• On 6 October 2009, shareholders concluding an agreementunder the terms of which they are deemed to constitute“parties acting in concert” notified the company ofthe upward crossing of the threshold of 5% by one of theparties, namely Ethias;• On 24 November 2009, Natixis Asset Management senttwo successive notifications from which it emerged that theycrossed the statutory threshold, upwards and then downwards,of 1% via the holding of their mutual funds.All of these notifications are published in full on the Dexia SAinternet site under the heading “Legal Information/TransparencyDeclarations”.Under the terms of Article 74 of the Law of 1 April 2007relating to tender offers, parties who, on 1 September 2007,individually or in concert, hold more than 30% of the votingshares of a Belgian listed company, are not subject to theobligation to launch a tender offer for the shares of the saidcompany, provided in particular that, by 21 February 2008 atthe latest, they send a notification to the Banking, Financeand Insurance Commission and a communication to the saidcompany.On 30 August 2007, Dexia SA was informed of the conclusionby certain of its shareholders (Arcofin, Holding Communal,Caisse des dépôts et consignations, Ethias and CNPAssurances) of an agreement under the terms of which theyare deemed to constitute “parties acting in concert” withinthe meaning of the Law of 1 April 2007 relating to tenderoffers. The holding of the shareholders acting in concert inthe capital of Dexia SA exceeds a threshold of 50%.This agreement was notified to the Banking, Finance andInsurance Commission and a communication was sent toDexia SA, in accordance with Article 74, §§ 6 and 7 of theLaw of 1 April 2007 relating to tender offers.The principal elements of that communication, which hasbeen published on Dexia’s website, are set out hereafter.Moreover, in accordance with Article 74 § 8 of the said Law,the parties acting in concert must annually notify any changeof their holding occurring since 1 September 2007.Within this context, each year Dexia SA receives an updatelisting the transactions carried out on Dexia shares by the differentshareholders acting in concert (and associated parties)as well as, if such should be the case, any changes of controlholding within the meaning of Article 74 § 8 of the said Law.The essential of the notifications received in 2009, which areavailable in full on the Dexia SA internet site under the heading“Legal Information/Belgian tender offer rules”, is listed inthe following table.Management reportConsolidatedfinancial statementsAnnual financial statementsAdditional informationAnnual report 2009 Dexia 93