Exhibit 4.03
LERNOUT & HAUSPIE SPEECH PRODUCTS Limited Company
Flanders Language Valley 50 - 8900 Ieper (Belgium)
Register of Commerce Ieper: 31.360 - V.A.T. registration number: 432.834.685
________________________________________________________________________________
COORDINATED TEXT OF THE MEMORANDUM
AND ARTICLES OF ASSOCIATION
Incorporation on the December 10, 1987, published in the Annex to the Belgian
State Gazette of January 6 and February 13, 1988 under numbers 880106-577 and
880213-49;
Amendment to the Memorandum and Articles of Association on November 30, 1988,
published in the Annex to the Belgian State Gazette of January 26, 1989 under
number 890126-359;
Amendment to the Memorandum and Articles of Association on July 13, 1989,
published in the Annex to the Belgian State Gazette of the August 5, 1989 under
number 890805-50;
Amendment to the Memorandum and Articles of Association on December 22, 1989,
published in the Annex to the Belgian State Gazette of January 19, 1990 under
number 900119-493;
Amendment of the Memorandum and Articles of Association of June 30, 1990,
published in the Annex to the Belgian State Gazette of July 27, 1990 under
number 900727-546;
Amendment to the Memorandum and Articles of Association on February 28, 1992,
published in the Annex to the Belgian State Gazette of the March 25, 1992
under number 920325-273;
Amendment of the Memorandum and Articles of Association on November 13, 1992,
published in the Annex to the Belgian State Gazette of December 8, 1992 under
number 921208-250;
Extra-ordinary general meeting of shareholders of September 14, 1993, published
in the Annex to the Belgian Gazette of October 9, 1993 under number 931009-98
and of March 12, 1994 under number 940312-194;
Change of the Company name - Amendment of the Articles of Association of
September 23, 1993, published in the Annex to the Belgian State Gazette of
October 19, 1993 under number 931019 -188;
Issue of warrants - Capital Increases - Amendments to the Memorandum and
Articles of Association of March 31, 1994, published in the Annex to the Belgian
State Gazette of April 26, 1994 under number 940426-368;
Issue of convertible bonds - Amendments to the Memorandum and Articles of
Association of June 24, 1994, published in the Annex to the Belgian State
Gazette of July 13, 1994 under number 940719-230;
1
Capital increase - Amendments to the Memorandum and Articles of Association of
June 27, 1994, published in the Annex to the Belgian State Gazette of July 13,
1994 under number 940719-260;
Capital increase - Amendments to the Memorandum and Articles of Association of
October 28, 1994, published in the Annex to the Belgian State Gazette under
number 941123-182.
Nomination of Director - Issue of convertible bonds - Amendments to the
Memorandum and Articles of Association of February 13, 1995, published in the
Annex to the Belgian State Gazette under number N 950310-252.
Nominations - Capital increase - Issue of Warrants - Amendments to the
Memorandum and Articles of Association of June 13, 1995, published in the Annex
to the Belgian State Gazette under number N 950708-62.
Capital increase - Amendments to the Memorandum and Articles of Association of
June 28, 1995, published in the Annex to the Belgian State Gazette under number
N 950720-649.
Capital increase - Amendments to the Memorandum and Articles of Association of
July 14, 1995, published in the Annex to the Belgian State Gazette under number
N 950808-325.
Conversion of Automatically Convertible Bonds- Capital increase- Amendments to
the Memorandum and Articles of Association of August 16, 1995, published in the
Annex to the Belgian State Gazette under number N 950909-246.
Capital increase - Amendments to the Memorandum and Articles of Association of
September 7, 1995, published in the Annex to the Belgian State Gazette under
number N 950930-164.
Capital increase - Amendments to the Memorandum and Articles of Association of
September 21, 1995, published in the Annex to the Belgian State Gazette under
number N 951013-128.
Capital increase - Amendments to the Memorandum and Articles of Association of
October 12, 1995, published in the Annex to the Belgian State Gazette under
number N 951107-165.
Capital increase- Issuance of Warrants- Amendments to the Memorandum and
Articles of Association of October 27, 1995, published in the Annex to the
Belgian State Gazette under number N 951122-321.
Capital increase-Capital Decrease-Amendments to the Memorandum and Articles of
Association of December 6, 1995, published in the Annex to the Belgian State
Gazette under number N 960103-466.
Capital increase - Amendments to the Memorandum and Articles of Association of
April 12, 1996, published in the Annex to the Belgian State Gazette under number
N 960509-63.
Capital increase - Amendments to the Memorandum and Articles of Association of
May 13, 1996, published in the Annex to the Belgian State Gazette under number N
960607-139.
2
Capital increase - Amendments to the Memorandum and Articles of Association of
May 22, 1996, published in the Annex to the Belgian State Gazette under number N
960615-475.
Capital increase - Amendments to the Memorandum and Articles of Association of
May 30, 1996, published in the Annex to the Belgian State Gazette under number N
960625-524.
Capital increase - Amendments to the Memorandum and Articles of Association of
June 12, 1996, published in the Annex to the Belgian State Gazette under number
N 960706-477.
Capital Decrease- Amendments to the Memorandum and Articles of Association of
June 21, 1996, published in the Annex to the Belgian State Gazette under number
N 960710-735.
Capital increase - Amendments to the Memorandum and Articles of Association of
July 15, 1996, published in the Annex to the Belgian State Gazette under number
N 960807-72.
Capital increase - Amendments to the Memorandum and Articles of Association of
August 21, 1996, published in the Annex to the Belgian State Gazette under
number N 960917-263.
Capital increase - Amendments to the Memorandum and Articles of Association of
September 23, 1996, published in the Annex to the Belgian State Gazette under
number N 961018-89.
Capital increase - Amendments to the Memorandum and Articles of Association of
October 14, 1996, published in the Annex to the Belgian State Gazette under
number N 961107-3.
Issuance of Automatically Convertible Bonds-capital increase - Amendments to
the Memorandum and Articles of Association of November 20, 1996, published in
the Annex to the Belgian State Gazette under number N 961213-189.
Issuance of Bonds Reimbursable in Shares as compensation for contribution of
shares - Amendments to the Memorandum and Articles of Association of November
20, 1996, published in the Annex to the Belgian State Gazette under number N
961213-188.
Capital increase - Amendments to the Memorandum and Articles of Association of
December 12, 1996, published in the Annex to the Belgian State Gazette under
number N 970109-8.
Merger by take-over of Mendez Translations N.V. and Climmo N.V.- Issuance of
New Shares - Amendments to the Memorandum and Articles of Association of
December 12, 1996, published in the Annex to the Belgian State Gazette under
number N 970129-232.
Amendments to the Memorandum and Articles of Association of December 31, 1996,
published in the Annex to the Belgian State Gazette under number N 970129-232.
Capital increase - Amendments to the Memorandum and Articles of Association of
January 30, 1997, published in the Annex to the Belgian State Gazette under
number N 970221-146.
Capital increase on subscription of warrants of February 25, 1997, published
in the Annex to the Belgian State Gazette under number 970320-133.
3
Capital increase - Amendments to the Memorandum and Articles of Association of
February 25, 1997, published in the Annex to the Belgian State Gazette under
number N 970320-132.
Capital increase - Amendments to the Memorandum and Articles of Association of
April 18, 1997, published in the Annex to the Belgian State Gazette under number
N 970514-213.
Amendments to the Articles of Association of May 5, 1997, published in the Annex
to the Belgian State Gazette under number N970529-274.
Capital increase - Amendments to the Memorandum and Articles of Association of
May 27, 1997, published in the Annex to the Belgian State Gazette under number
N970612-569.
Capital increase- Amendments to the Memorandum and Articles of Association of
June 18, 1997, published in the Annex to the Belgian State Gazette under number
N970715-64.
Capital increase- Amendments to the Memorandum and Articles of Association of
June 24, 1997, published in the Annex to the Belgian State Gazette under number
N970715-695.
Capital increase- Amendments to the Memorandum and Articles of Association of
June 27, 1997, published in the Annex to the Belgian State Gazette under number
N970717-515.
Capital increase- Amendments to the Memorandum and Articles of Association of
June 30 1997, published in the Annex to the Belgian State Gazette under number
N970717-496.
Capital increase- Amendments to the Memorandum and Articles of Association of
July 18, 1997, published in the Annex to the Belgian State Gazette under number
N970809-112.
Capital increase- Amendments to the Memorandum and Articles of Association of
July 28, 1997, published in the Annex to the Belgian State Gazette under number
N970822-66.
Capital increase- Amendments to the Memorandum and Articles of Association of
July 30, 1997, published in the Annex to the Belgian State Gazette under number
N970826-5.
Capital increase- Amendments to the Memorandum and Articles of Association of
September 1 and 3, 1997, published in the Annex to the Belgian State Gazette
under number N970925-129.
Capital increase- Amendments to the Memorandum and Articles of Association of
September 16, 1997, published in the Annex to the Belgian State Gazette under
number N971004-280.
Conversion of Preferred Stock - Amendments to the Memorandum and Articles of
Association, September 19, 1997, published in the Annex to the Belgian State
Gazette under number N971010-277.
Conversion of Preferred Stock - Amendments to the Memorandum and Articles of
Association, September 23, 1997, published in the Annex to the Belgian State
Gazette under number N971018-438.
4
Capital increase- Amendments to the Memorandum and Articles of Association of
September 29, 1997, published in the Annex to the Belgian State Gazette under
number N971022-195.
Capital increase- Amendments to the Memorandum and Articles of Association of
October 1, 1997, published in the Annex to the Belgian State Gazette under
number N971023-105.
Conversion of Preferred Stock - Amendments to the Memorandum and Articles of
Association, October 3, 1997, published in the Annex to the Belgian State
Gazette under number N971024-399.
Capital increase- Amendments to the Memorandum and Articles of Association of
October 17, 1997, published in the Annex to the Belgian State Gazette under
number N971106-44.
Conversion of Preferred Stock - Amendments to the Memorandum and Articles of
Association, October 17, 1997, published in the Annex to the Belgian State
Gazette under number N971106-45.
Conversion of Preferred Stock - Amendments to the Memorandum and Articles of
Association, October 20, 1997, published in the Annex to the Belgian State
Gazette under number N971107-367.
Capital increase- Amendments to the Memorandum and Articles of Association of
October 20, 1997, published in the Annex to the Belgian State Gazette under
number N971114-341.
Conversion of Preferred Stock - Amendments to the Memorandum and Articles of
Association, October 23, 1997, published in the Annex to the Belgian State
Gazette under number N971115-286.
Conversion of Preferred Stock - Amendments to the Memorandum and Articles of
Association, October 27, 1997, published in the Annex to the Belgian State
Gazette under number 971121-232.
Capital increase- Amendments to the Memorandum and Articles of Association of
October 30, 1997, published in the Annex to the Belgian State Gazette under
number N971122-213.
Conversion of Preferred Stock - Amendments to the Memorandum and Articles of
Association, November 7, 1997, Articles of Association coordinated together with
the notary public capital increase of November 7, 1997 and published in the
Annex to the Belgian State Gazette of December 3, 1997 under number 971203-256.
Capital increase- Amendments to the Memorandum and Articles of Association of
November 7, 1997, published in the Annex to the Belgian State Gazette under
number N971203-256.
Conversion of Preferred Stock - Amendments to the Memorandum and Articles of
Association, November 10, 1997, published in the Annex to the Belgian State
Gazette of December 12, 1997 under number 971212-391.
Conversion of Preferred Stock - Amendments to the Memorandum and Articles of
Association, November 21, 1997, published in the Annex to the Belgian State
Gazette of December 13, 1997 under number 971213-372.
5
Capital increase- Amendments to the Memorandum and Articles of Association of
November 25, 1997, published in the Annex to the Belgian State Gazette of
December 17, 1997 under number N971217-407.
Capital increase- Amendments to the Memorandum and Articles of Association of
December 1, 1997, published in the Annex to the Belgian State Gazette of
December 24, 1997 under number N971224-294.
Capital increase- Amendments to the Memorandum and Articles of Association of
December 4, 1997, published in the Annex to the Belgian State Gazette of
December 25, 1997 under number N971225-419.
Capital increase- Amendments to the Memorandum and Articles of Association of
December 5, 1997, published in the Annex to the Belgian State Gazette of
December 25, 1997 under number N971225-418.
Conversion of Preferred Stock - Amendments to the Memorandum and Articles of
Association, December 11, 1997, published in the Annex to the Belgian State
Gazette of January 9, 1998 under number 980109-467.
Conversion of Preferred Stock - Amendments to the Memorandum and Articles of
Association, December 17, 1997, published in the Annex to the Belgian State
Gazette of January 9, 1998 under number 980109-469.
Capital increase- Amendments to the Memorandum and Articles of Association of
December 18, 1997, published in the Annex to the Belgian State Gazette of
January 9, 1998 under number N980109-468.
Conversion of Preferred Stock - Amendments to the Memorandum and Articles of
Association, December 23, 1997, published in the Annex to the Belgian State
Gazette of January 30, 1998 under number 980130-79.
Conversion of Preferred Stock - Amendments to the Memorandum and Articles of
Association, January 5, 1998, published in the Annex to the Belgian State
Gazette of January 30, 1998 under number 980130-79
Capital increase- Amendments to the Memorandum and Articles of Association of
January 5, 1998, published in the Annex to the Belgian State Gazette of January
30, 1998 under number N980130-77.
Conversion of Preferred Stock - Amendments to the Memorandum and Articles of
Association, January 12, 1998, published in the Annex to the Belgian State
Gazette of March 10, 1998 under number 980310-527.
Conversion of Preferred Stock - Amendments to the Memorandum and Articles of
Association, January 15, 1998, published in the Annex to the Belgian State
Gazette of March 13, 1998 under number 980313-348.
Capital increase- Amendments to the Memorandum and Articles of Association of
January 16, 1998, published in the Annex to the Belgian State Gazette of
February 12, 1998 under number N980212-9.
Capital increase- Amendments to the Memorandum and Articles of Association of
January 19, 1998, published in the Annex to the Belgian State Gazette of
February 12, 1998 under number N980212-519.
6
Conversion of Preferred Stock - Amendments to the Memorandum and Articles of
Association, January 20, 1998, published in the Annex to the Belgian State
Gazette of March 20, 1998 under number 980320-369.
Conversion of Preferred Stock - Amendments to the Memorandum and Articles of
Association, January 21, 1998, published in the Annex to the Belgian State
Gazette of March 26, 1998 under number 980326-4.
Conversion of Preferred Stock - Amendments to the Memorandum and Articles of
Association, January 26, 1998, published in the Annex to the Belgian State
Gazette of March 26, 1998 under number 980326-5.
Conversion of Preferred Stock - Amendments to the Memorandum and Articles of
Association, January 30, 1998, published in the Annex to the Belgian State
Gazette of March 31, 1998 under number 980331-505.
Conversion of Preferred Stock - Amendments to the Memorandum and Articles of
Association, February 10, 1998, published in the Annex to the Belgian State
Gazette of April 2, 1998 under number 980402-36.
Capital increase- Amendments to the Memorandum and Articles of Association of
February 17, 1998, published in the Annex to the Belgian State Gazette of March
14, 1998 under number N980314-234.
Conversion of Preferred Stock - Amendments to the Memorandum and Articles of
Association, February 27, 1998, published in the Annex to the Belgian State
Gazette of April 3, 1998 under number 980403-178.
Capital increase- Amendments to the Memorandum and Articles of Association of
March 5, 1998, published in the Annex to the Belgian State Gazette of April 1,
1998 under number 980401-402.
Capital increase- Amendments to the Memorandum and Articles of Association of
March 16, 1998, published in the Annex to the Belgian State Gazette of April 10,
1998 under number 980410-477.
Capital increase- Amendments to the Memorandum and Articles of Association of
March 17, 1998, published in the Annex to the Belgian State Gazette of April 10,
1998 under number 980410-478.
Capital increase- Amendments to the Memorandum and Articles of Association of
March 19, 1998, published in the Annex to the Belgian State Gazette of April 16,
1998 under number 980416-30.
Issuance of Warrants- Two for One Stock Split Amendments to the Memorandum and
Articles of Association of March 20, 1998, published in the Annex to the Belgian
State Gazette of April 17, 1998 under number 980417-200.
Capital increase- Amendments to the Memorandum and Articles of Association of
April 29, 1998, published in the Annex to the Belgian State Gazette of May 21,
1998 under number 980521-6.
7
Capital increase- Amendments to the Memorandum and Articles of Association of
May 15, 1998, published in the Annex to the Belgian State Gazette of June 12,
1998 under number 980612-210.
Capital increase- Amendments to the Memorandum and Articles of Association of
May 19, 1998, published in the Annex to the Belgian State Gazette of June 16,
1998 under number 980616-250.
Issuance of Automatically Convertible Bonds - Amendments to the Memorandum and
Articles of Association of May 27, 1998 published in the Annex to the Belgian
State Gazette of June 24, 1998 under number N 980624-619.
Amendment to the Memorandum and Articles of Association on May 27, 1998
published in the Annex to the Belgian State Gazette of June 24, 1998 under
number 980624-621;
Conversion of Preferred Stock - Amendments to the Memorandum and Articles of
Association, May 27, 1998, published in the Annex to the Belgian State Gazette
of June 24, 1998 under number 980624-620.
Issuance of Automatically Convertible Bonds - Amendments to the Memorandum and
Articles of Association of June 4, 1998 published in the Annex to the Belgian
State Gazette of July 1, 1998 under number 980701-9.
Capital increase- Amendments to the Memorandum and Articles of Association of
June 11, 1998 published in the Annex to the Belgian State Gazette of July 8,
1998 under number 980708-139.
Issuance of Warrants of June 12, 1998, published in the Annex to the Belgian
State Gazette of July 1, 1998 under number N 980708-124.
Capital increase- Amendments to the Memorandum and Articles of Association of
June 12, 1998, published in the Annex to the Belgian State Gazette of July 8,
1998 under number 980708-140.
Capital increase- Amendments to the Memorandum and Articles of Association of
June 12, 1998, published in the Annex to the Belgian State Gazette of July 8,
1998 under number 980708-141.
Capital increase- Amendments to the Memorandum and Articles of Association of
June 23, 1998, published in the Annex to the Belgian State Gazette of July 16,
1998 under number 980716-349.
Conversion of Preferred Stock - Amendments to the Memorandum and Articles of
Association, June 26, 1998, published in the Annex to the Belgian State Gazette
of July 16, 1998 under number 980716-305.
Capital increase- Amendments to the Memorandum and Articles of Association of
June 30, 1998, published in the Annex to the Belgian State Gazette of July 16,
1998 under number 980729-32.
Capital increase- Amendments to the Memorandum and Articles of Association of
July 8, 1998, published in the Annex to the Belgian State Gazette of July 16,
1998 under number 980731-368.
Capital increase- Amendments to the Memorandum and Articles of Association of
July 14, 1998, published in the Annex to the Belgian State Gazette of July 16,
1998 under number 980811-65.
8
Conversion of Preferred Stock - Amendments to the Memorandum and Articles of
Association, July 14, 1998, published in the Annex to the Belgian State Gazette
of July 16, 1998 under number 980811-64.
Capital increase- Amendments to the Memorandum and Articles of Association of
July 17, 1998, published in the Annex to the Belgian State Gazette of July 16,
1998 under number 980811-64.
Capital increase- Amendments to the Memorandum and Articles of Association of
August 10, 1998, published in the Annex to the Belgian State Gazette of
September 1, 1998 under number 980901-472.
Capital increase- Issuance of Automatically Convertible Note- Amendments to the
Memorandum and Articles of Association of August 19, 1998, published in the
Annex to the Belgian State Gazette of September 16, 1998 under number 980916-
179.
Capital increase- Amendments to the Memorandum and Articles of Association of
August 20, 1998, published in the Annex to the Belgian State Gazette of
September 16, 1998 under number 980916-180.
Capital increase- Amendments to the Memorandum and Articles of Association of
August 27, 1998, published in the Annex to the Belgian State Gazette of
September 23, 1998 under number 980923-145.
Capital increase- Amendments to the Memorandum and Articles of Association of
August 28, 1998, published in the Annex to the Belgian State Gazette of
September 23, 1998 under number 980923-146.
Capital increase- Amendments to the Memorandum and Articles of Association of
September 8, 1998, published in the Annex to the Belgian State Gazette of
October 2, 1998 under number 981002-398.
Capital increase- Amendments to the Memorandum and Articles of Association of
September 10, 1998, published in the Annex to the Belgian State Gazette of
October 2, 1998 under number 981002-399.
Capital increase- Amendments to the Memorandum and Articles of Association of
September 24, 1998, published in the Annex to the Belgian State Gazette of
October 20, 1998 under number 981020-425.
Capital increase- Amendments to the Memorandum and Articles of Association of
September 24, 1998, published in the Annex to the Belgian State Gazette of
October 20, 1998 under number 981020-426.
Capital increase- Amendments to the Memorandum and Articles of Association of
September 28, 1998, published in the Annex to the Belgian State Gazette of
October 22, 1998 under number 981022-77.
Capital increase- Amendments to the Memorandum and Articles of Association of
September 29, 1998, published in the Annex to the Belgian State Gazette of
October 23, 1998 under number 981023-390.
Capital increase- Amendments to the Memorandum and Articles of Association of
September 29, 1998, published in the Annex to the Belgian State Gazette of
October 23, 1998 under number 981023-391.
Capital increase- Amendments to the Memorandum and Articles of Association of
September 30, 1998, published in the Annex to the Belgian State Gazette of
October 23, 1998 under number 981023-392.
9
Capital increase- Amendments to the Memorandum and Articles of Association of
October 1, 1998, published in the Annex to the Belgian State Gazette of October
23, 1998 under number 981023-393.
Capital increase- Amendments to the Memorandum and Articles of Association of
October 5, 1998, published in the Annex to the Belgian State Gazette of October
29, 1998 under number 981029-82.
Capital increase- Amendments to the Memorandum and Articles of Association of
October 8, 1998, published in the Annex to the Belgian State Gazette of October
30, 1998 under number 981030-113.
Capital increase- Amendments to the Memorandum and Articles of Association of
October 20, 1998, published in the Annex to the Belgian State Gazette of
November 17, 1998 under number 981117-325.
Capital increase- Amendments to the Memorandum and Articles of Association of
October 21, 1998, published in the Annex to the Belgian State Gazette of
November 17, 1998 under number 981117-326.
Capital increase- Amendments to the Memorandum and Articles of Association of
October 27, 1998, published in the Annex to the Belgian State Gazette of
November 20, 1998 under number 981120-272.
Capital increase- Amendments to the Memorandum and Articles of Association of
October 27, 1998, published in the Annex to the Belgian State Gazette of
November 20, 1998 under number 981120-271.
Capital increase- Amendments to the Memorandum and Articles of Association of
November 25, 1998, published in the Annex to the Belgian State Gazette of
December 19, 1998 under number 981219-157.
Capital increase- Amendments to the Memorandum and Articles of Association of
December 1, 1998, published in the Annex to the Belgian State Gazette of
December 29, 1998 under number 981229-709.
Capital increase- Amendments to the Memorandum and Articles of Association of
December 8, 1998, published in the Annex to the Belgian State Gazette of January
5, 1998 under number 990105-312.
Capital increase- Amendments to the Memorandum and Articles of Association of
December 9, 1998, published in the Annex to the Belgian State Gazette of January
5, 1999 under number 990105-308.
Capital increase- Amendments to the Memorandum and Articles of Association of
December 14, 1998, published in the Annex to the Belgian State Gazette of
January 9, 1999 under number 990109-213.
Capital increase- Amendments to the Memorandum and Articles of Association of
December 17, 1998, published in the Annex to the Belgian State Gazette of
January 12, 1999 under number 990112-540.
Capital increase- Amendments to the Memorandum and Articles of Association of
February 10, 1999, published in the Annex to the Belgian State Gazette of March
6, 1999 under number 990306-448.
Capital increase- Amendments to the Memorandum and Articles of Association of
March 1, 1999, published in the Annex to the Belgian State Gazette of March 23,
1999 under number 990323-57.
Capital increase- Amendments to the Memorandum and Articles of Association of
March 4, 1999, published in the Annex to the Belgian State Gazette of March 25,
1999 under number 990325-57.
10
Capital increase- Amendments to the Memorandum and Articles of Association of
March 11, 1999, published in the Annex to the Belgian State Gazette of April 2,
1999 under number 990402-210.
Capital increase- Amendments to the Memorandum and Articles of Association of
March 19, 1999, published in the Annex to the Belgian State Gazette of April 8,
1999 under number 990408-458.
Amendment to the Memorandum and Articles of Association of April 12, 1999,
published in the Annex to the Belgian State Gazette of July 9, 1999 under number
990709-255.
Capital increase- Amendments to the Memorandum and Articles of Association of
April 12, 1999 published in the Annex to the Belgian State Gazette of May 6,
1999 under number 990506-143.
Capital increase- Amendments to the Memorandum and Articles of Association of
April 21, 1999 published in the Annex to the Belgian State Gazette of May 13,
1999 under number 990513-241.
Capital increase- Issuance of Automatic Convertible Shares-Amendments to the
Memorandum and Articles of Association of May 6, 1999 published in the Annex to
the Belgian State Gazette of June 1, 1999 under number 990601-169.
Capital increase-Amendments to the Memorandum and Articles of Association of May
6, 1999 published in the Annex to the Belgian State Gazette of June 1, 1999
under number 990601-170.
Capital increase-Amendments to the Memorandum and Articles of Association of May
11, 1999 published in the Annex to the Belgian State Gazette of June 4, 1999
under number 990604-178.
Capital increase-Amendments to the Memorandum and Articles of Association of
June 2, 1999 published in the Annex to the Belgian State Gazette of June 24,
1999 under number 990624-277.
Capital increase-Amendments to the Memorandum and Articles of Association of
June 8, 1999 published in the Annex to the Belgian State Gazette of July 3, 1999
under number 990703-561.
Issuance of Warrants- Amendments to the Memorandum and Articles of Association
of June 11, 1999 published in the Annex to the Belgian State Gazette of July 7,
1999 under number 990707-89.
Capital increase- Amendments to the Memorandum and Articles of Association of
June 11, 1999 published in the Annex to the Belgian State Gazette of July 7,
1999 under number 990710-188.
Capital increase- Amendments to the Memorandum and Articles of Association of
June 16, 1999 published in the Annex to the Belgian State Gazette of July 10,
1999 under number 990710-132.
Capital increase- Amendments to the Memorandum and Articles of Association of
June 23, 1999 published in the Annex to the Belgian State Gazette of July 15,
1999 under number 990715-385.
Capital increase- Amendments to the Memorandum and Articles of Association of
July 12, 1999, published in the Annex to the Belgian State Gazette of August 5,
1999 under number 990805-592.
11
Capital increase- Amendments to the Memorandum and Articles of Association of
August 3, 1999, published in the Annex to the Belgian State Gazette of August
24, 1999 under number 990824-173.
Capital increase- Amendments to the Memorandum and Articles of Association of
August 19, 1999, published in the Annex to the Belgian State Gazette of
September 15, 1999 under number 990915-133.
Capital increase- Amendments to the Memorandum and Articles of Association of
September 14, 1999, published in the Annex to the Belgian State Gazette of
October 8, 1999 under number 990915-133.
Capital increase- Amendments to the Memorandum and Articles of Association of
September 16, 1999, published in the Annex to the Belgian State Gazette of
October 8, 1999 under number 991008-377.
Capital increase- Amendments to the Memorandum and Articles of Association of
October 20, 1999, published in the Annex to the Belgian State Gazette of
November 17, 1999 under number 991117-258.
Capital increase- Amendments to the Memorandum and Articles of Association of
November 10, 1999, published in the Annex to the Belgian State Gazette of
December 3, 1999 under number 991203-159.
Capital increase- Amendments to the Memorandum and Articles of Association of
November 17, 1999, published in the Annex to the Belgian State Gazette of
December 11, 1999 under number 991211-629.
Capital increase- Amendments to the Memorandum and Articles of Association of
November 30, 1999, published in the Annex to the Belgian State Gazette of
December 23, 1999 under number 991223-427.
Issuance of Automatically Convertible Bond - December 17, 1999, published in the
Annex to the Belgian State Gazette of January 8, 2000 under number 20000108-462.
Capital increase- Amendments to the Memorandum and Articles of Association of
December 30, 1999, published in the Annex to the Belgian State Gazette of
January 25, 2000 under number 20000125-369.
Capital increase- Amendments to the Memorandum and Articles of Association of
January 7, 2000, published in the Annex to the Belgian State Gazette of January
28, 2000 under number 20000128-368.
Capital increase- Amendments to the Memorandum and Articles of Association of
January 12, 2000, published in the Annex to the Belgian State Gazette of
February 5, 2000 under number 20000205-31.
Capital increase- Amendments to the Memorandum and Articles of Association of
January 13, 2000, published in the Annex to the Belgian State Gazette of
February 5, 2000 under number 20000205-32.
Capital increase- Amendments to the Memorandum and Articles of Association of
January 18, 2000, published in the Annex to the Belgian State Gazette of
February 11, 2000 under number 20000211-418.
Capital increase- Amendments to the Memorandum and Articles of Association of
January 19, 2000, published in the Annex to the Belgian State Gazette of
February 11, 2000 under number 20000211-416.
Capital increase- Amendments to the Memorandum and Articles of Association of
January 19, 2000, published in the Annex to the Belgian State Gazette of
February 12, 2000 under number 20000212-126.
12
Capital increase under suspensive condition - Amendments to the Memorandum and
Articles of Association of January 19, 2000, published in the Annex to the
Belgian State Gazette of February 12, 2000 under number 20000212-115.
Capital increase- Amendments to the Memorandum and Articles of Association of
January 27, 2000 published in the Annex to the Belgian State Gazette of February
18, 2000 under number 20000218-369.
Capital increase- Amendments to the Memorandum and Articles of Association of
January 27, 2000 published in the Annex to the Belgian State Gazette of February
18, 2000 under number 20000218-370.
Capital increase- Amendments to the Memorandum and Articles of Association of
January 28, 2000 published in the Annex to the Belgian State Gazette of February
18, 2000 under number 20000218-371.
Capital increase- Amendments to the Memorandum and Articles of Association of
February 1, 2000 published in the Annex to the Belgian State Gazette of February
25, 2000 under number 20000225-337.
Capital increase- Amendments to the Memorandum and Articles of Association of
February 1, 2000 published in the Annex to the Belgian State Gazette of February
25, 2000 under number 20000225-338.
Capital increase- Amendments to the Memorandum and Articles of Association of
February 1, 2000 published in the Annex to the Belgian State Gazette of February
25, 2000 under number 20000225-339.
Issuance of Automatically Convertible Bond - February 9, 2000. Published in the
Annex to the Belgian State Gazette of March 2, 2000 under number 20000302-152.
Issuance of Automatically Convertible Bond - February 22, 2000. Published in the
Annex to the Belgian State Gazette of March 16, 2000 under number 20000316-186.
Capital increase- Amendments to the Memorandum and Articles of Association of
February 23, 2000 published in the Annex to the Belgian State Gazette of March
16, 2000 under number 20000316-187.
Capital increase- Amendments to the Memorandum and Articles of Association of
February 29, 2000 published in the Annex to the Belgian State Gazette of March
21, 2000 under number 20000321-210.
Capital increase- Amendments to the Memorandum and Articles of Association of
March 6, 2000, published in the Annex to the Belgian State Gazette of March 30,
2000 under number 20000330-8.
Capital increase- Amendments to the Memorandum and Articles of Association of
March 7, 2000, published in the Annex to the Belgian State Gazette of March 30,
2000 under number 20000330-9.
Capital increase- Amendments to the Memorandum and Articles of Association of
March 9, 2000, published in the Annex to the Belgian State Gazette of March 30,
2000 under number 20000330-451.
Capital increase- Amendments to the Memorandum and Articles of Association of
March 9, 2000, published in the Annex to the Belgian State Gazette of March 30,
2000 under number 20000330-452.
13
Capital increase- Amendments to the Memorandum and Articles of Association of
March 13, 2000, published in the Annex to the Belgian State Gazette of April 6,
2000 under number 20000406-263.
Capital increase- Amendments to the Memorandum and Articles of Association of
March 17, 2000, published in the Annex to the Belgian State Gazette of April 6,
2000 under number 20000406-264.
Capital increase- Amendments to the Memorandum and Articles of Association of
March 21, 2000, published in the Annex to the Belgian State Gazette of April 12,
2000 under number 20000412-365.
Capital increase- Amendments to the Memorandum and Articles of Association of
March 29, 2000, published in the Annex to the Belgian State Gazette of April 22,
2000 under number 20000422-282.
Capital increase- Amendments to the Memorandum and Articles of Association of
March 31, 2000, published in the Annex to the Belgian State Gazette of April 27,
2000 under number 20000427-545.
Capital increase- Amendments to the Memorandum and Articles of Association of
April 3, 2000, published in the Annex to the Belgian State Gazette of April 28,
2000 under number 20000428-273.
Capital increase- Amendments to the Memorandum and Articles of Association of
April 3, 2000, published in the Annex to the Belgian State Gazette of April 28,
2000 under number 20000428-274.
Capital increase- Amendments to the Memorandum and Articles of Association of
April 4, 2000, published in the Annex to the Belgian State Gazette of April 28,
2000 under number 20000428-271.
Capital increase- Amendments to the Memorandum and Articles of Association of
April 10, 2000, published in the Annex to the Belgian State Gazette of May 4,
2000 under number 20000504-315.
Capital increase- Amendments to the Memorandum and Articles of Association of
April 25, 2000, published in the Annex to the Belgian State Gazette of May 20,
2000 under number 20000520-43.
Capital increase- Amendments to the Memorandum and Articles of Association of
April 27, 2000, published in the Annex to the Belgian State Gazette of May 20,
2000 under number 20000520-108.
Capital increase- Amendments to the Memorandum and Articles of Association of
April 27, 2000, published in the Annex to the Belgian State Gazette of May 20,
2000 under number 20000520-42.
Capital increase- Amendments to the Memorandum and Articles of Association of
May 4, 2000, published in the Annex to the Belgian State Gazette of May 24, 2000
under number 20000524-237.
Capital increase- Amendments to the Memorandum and Articles of Association of
May 4, 2000, published in the Annex to the Belgian State Gazette of May 24, 2000
under number 20000520-394.
Capital increase- Warrant issuance - Amendments to the Memorandum and Articles
of Association of May 5, 2000, published in the Annex to the Belgian State
Gazette of May 20, 2000 under number 20000524-237.
14
Capital increase- Amendments to the Memorandum and Articles of Association of
May 10, 2000.
Pending publication.
Capital increase- Amendments to the Memorandum and Articles of Association of
May 23, 2000
Pending publication.
Capital increase- Amendments to the Memorandum and Articles of Association of
May 31, 2000
Pending publication.
Capital increase- Amendments to the Memorandum and Articles of Association of
May 31, 2000
Pending publication.
Capital increase- Amendments to the Memorandum and Articles of Association of
May 31, 2000
Pending publication.
Merger through absorption of Flanders Dialogue Company NV, Dictation Consortium
NV, Brussels Translation Group NV - Warrant issuance- Amendments to the
Memorandum and Articles of Association of June 5, 2000.
Pending publication.
Capital increase- Warrant issuance - Amendments to the Memorandum and Articles
of Association of June 7, 2000,
Pending publication.
15
TITLE I : NAME - PRINCIPAL OFFICE - PURPOSE - DURATION
Article 1 - Corporate form and name
- -----------------------------------
1.1. The company is incorporated as a "naamloze vennootschap/societe anonyme"
under the name "Lernout & Hauspie Speech Products".
This name must always be preceded or followed by the words "naamloze
vennootschap" or the abbreviation "N.V.", or in French, "societe anonyme" or the
abbreviation "S.A.".
1.2. The company has the capacity of a company which makes appeal on or has made
an appeal on public savings, as provided for in the Company Law.
Article 2 - Principal office
- ----------------------------
2.1. The company's principal office is located in 8900 Ieper, Flanders Language
Valley 50. The Board of Directors may move this to any other place in Belgium,
without a change to the articles of association being required, as long as
consideration is given to the applicable language legislation. The Board of
Directors is responsible for publication of any change of the principal office
in the Annexes to the Belgian Official Gazette.
2.2. The Board of Management is likewise authorized to set up offices, places of
business, branches and subsidiary companies both in Belgium and abroad.
Article 3 - Purpose
- -------------------
The purpose of the company is:
The development and production, representation and trading in the broadest sense
of the word of computer software for industrial, scientific, educational and
leisure purposes.
The development and conversion of computer systems and electronic data
processing systems in the broadest sense of the word for all purposes, as well
as importing, exporting, representing and marketing these systems.
The provision of engineering services relating to the aforementioned hardware
and software.
Entering into license contracts and granting licenses and sub-licenses relating
to this software and hardware.
All activities relating to the translation of documents of any kind.
All translations and in general the development, processing and implementation
of all services in the field of informatics and multimedia.
The organization of meetings of all kinds, the rental for such meetings of
premises, equipment, installations for simultaneous translation, the
organization of transportation for those who participate in these meetings and
the hotel reservations.
The organization of an interpretation service and of interim personnel for
secretariat and reception.
The creation, realization, purchase and sale, trade in general, representation,
brokerage, preparation, finishing, computer processing of any article, whether
or not printed, products, publicity material, posters, models, texts and
advertising messages, as well as their dissemination via all possible channels,
studies of advertising campaigns.
It may likewise grant personal or commercial security to the benefit of third
parties.
The company may act in the position of director or liquidator of another
company.
The giving of advice, the performance of studies, the preparation and start-up
of organizational systems, the application of all technologies in connection
with the technical, administrative, accounting, fiscal,
16
social, financial, economic and general management of companies, the giving of
training and the organization of seminars and lectures about these technologies,
both in its own premises and in those of third parties.
The development, study, purchase, sale, leasing, renting and letting out,
trading in and running of all computer hardware and software, directly or
indirectly, for its own account or for the account of third parties, for a
commission or on percentage, under own management or through representation of
any company.
The purchase, sale, construction, conversion, exchange, renovation, financing,
demolition, letting out and renting whether or not furnished, leasing, managing
and promoting of buildings, as well as the purchase, sale, exchange, letting
out, renting, leasing, valorization and subdivision of lands and terrains.
The acquisition, subscription, purchase and sale of shares, certificates
[deelbewijzen] and bonds of any company, association and enterprise; it can in
these or other companies, associations or enterprises accept the mandates of
director or liquidator; the company can accept any management, organizational or
administrative assignment, and within the framework of fulfilling these may
perform all activities necessary for them;
The holding, purchase, sale, leasing and making available of all types of
trademarks and patents and copyrights, and the performance of all activities
connected with them.
The importing and exporting of and the trading in any products and goods
intended for trade, industry and consumption.
All activities related to advertising, marketing and promotion, with respect to
design, creation and material execution.
The investment, control and exploitation of moveable assets and properties, the
financial of investments, either for its own account or for the account of third
parties.
The company may carry out any commercial, industrial, financial and civil
moveable and immovable transactions which are related to its purpose. It may
take interests in all companies or enterprises, already existing or yet to be
established, which pursue a purpose that is directly or indirectly connected, in
whole or in part, with its own, or that is of such a nature as to promote its
achievement, and this by means of association, contribution, subscription,
merger, participation, financial intervention or in any other manner.
It may give security or warranties for these companies, grant advances and
credit, and extend mortgage or other guarantees.
Article 4 - Duration
- --------------------
The Company is incorporated for an unlimited period.
TITLE II - CAPITAL
Article 5 - Issued Capital
- --------------------------
5.1. The capital of the Company amounts to one billion five hundred forty eight
million four hundred eighty six thousand eight hundred twenty six
(1,548,486,826,- BEF).
It is represented by:
One the one hand:
- -----------------
17
hundred forty-one million nine hundred fifty six thousand three hundred and
eighty eight (141,956,388) shares of Common Stock, no par value, each share
representing ten komma seven seven two two five Belgian francs of the total
issued statutory capital.
On the other hand:
- ------------------
Eight hundred ninety five thousand nine hundred thirty two (895,932) shares of
automatically convertible stock, no par value, each share representing twenty
one komma five four four five Belgian francs of the total issued statutory
capital.
Each automatically convertible share is entitled to two votes.
5.2. All shares of Common Stock represent an equal proportion of the company's
statutory capital, except for the shares of Automatically Convertible Stock.
5.3. The General Meeting of Shareholders and the Board of Directors may increase
the fractional value through incorporation of reserves or issue premiums in
compliance with the provisions of articles 6.1.2. and 6.1.1. respectively.
The General Meeting is authorized to decrease the fractional value of the shares
through a decrease of the subscribed capital in compliance with the provisions
of article 6.2.
Article 6 - Modification of the issued capital
- ------------------------------------------------
6.1.1. Authorized Capital
------------------
a. The General Meeting of May twenty seven, nineteen hundred and ninety
eight has authorized the Board of Directors to increase the issued capital, set
forth in article 5.1., in one or more capital increases, with an amount equal
to the placed capital on the date of the decision of renewal, for a period of
five years from the publication of this decision in the Annex to the Belgian
State Gazette. This authorization to the Board of Directors may be renewed.
b. The authorization of the Board of Directors to increase the capital
applies to capital increases by subscription in cash or in kind, or by
incorporation of reserves or issue premium.
c. The Board of Directors is hereby authorized by the General Meeting,
based upon a decision taken in compliance with the provisions of article 71 of
the Belgian Company Law to modify within the framework of issuance of securities
within the authorized capital the rights of existing classes of shares or
securities which represent or not represent the issued capital.
Besides the issuance of shares, convertible bonds and warrants, the capital
increases by decision of the Board of Directors may take place through the
issuance of non-voting shares, shares with a preferential dividend right and
preferential liquidation right and shares convertible under certain
circumstances in a smaller or larger amount of shares of Common Stock.
d. The Board of Directors is authorized within the framework of the
authorized capital to cancel or limit the preferential right for subscription
legally reserved for the existing shareholders in the best interest of the
Company and in compliance with the provisions of article 34bis of the Company
Law, whether or not in favor of one or more particular persons other than
employees of the Company or its subsidiaries.
e. The Board of Directors is authorized to require an issue premium. The
issue premium must be posted to a non-disposable reserve account, and may not be
used for distribution unless otherwise decided by the general meeting.
f. The Board of Directors is authorized to amend the Articles of
Association in accordance with the increase of capital as decided within the
framework of the authorized capital.
g. In the absence of an explicit authorization by the General Meeting to
the Board of Directors, the authority of the Board of Directors to increase the
issued capital through contribution in cash with
18
limitation or cancellation of the preferential right for subscription of the
existing shareholders or through contribution in kind is suspended as the date
of notification by The Banking and Finance Commission to the Company of a public
take-over on the shares of the Company. The authority of the Board of Directors
to increase the issued capital within the framework of the authorized capital
becomes again effective immediately after such a public take-over bid closes.
The general meeting of June five, two thousand has expressly authorized the
Board of Directors to increase the issued capital in one or more capital
increases as of the date of notification of a public take-over bid by the
Banking and Finance Commission to the Company of a public takeover bid on the
shares of the Company, through contribution in cash with cancellation or
limitation of the preferential right for subscription of the existing
shareholders or through contribution in kind in compliance with article 33bis,
(S)4, of the Coordinated Companies Act. This authority is granted for a term of
three years, from the date of the publication of this decision in the Annex to
the Belgian State Gazette and may be renewed.
6.1.2. Capital increase by the General Meeting of shareholders.
--------------------------------------------------------
a. The general meeting, acting in compliance with the provisions
applicable for the amendment of the Articles of Association, may decide to
increase or decrease the issued capital.
b. Shares subscribed by contribution in cash must first be offered to
the existing shareholders in proportion to the amount of capital represented by
their shares during the period of at least fifteen days from the date of the
opening of the subscription period.
Unless the shareholders subscribe to the capital increase, the Board of
Directors shall fix the subscription price and the time limit for exercising
this preferential right for subscription. If the rights of ownership are split
up in usufruct and naked ownership than the preferential right is belongs to the
naked owner.
c. If the general meeting decides that an issue premium is required,
the issue premium shall be paid up in full at the moment of subscription and
posted to a non-available reserve account, which does not qualify for profit
distribution unless otherwise decided by a decision from the general meeting in
compliance with the provisions applicable to the Articles of Association. The
issuance premium shall to the same extent as the issued capital be used as a
guarantee for third parties.
6.2. Decreases of capital
--------------------
On decreasing the issued capital, shareholders of equal standing must be treated
equally, and the remaining rules as set forth in article 72 & 72bis of the
Coordinated Companies Law have to be respected.
Article 7 - No calls on shares
- -------------------------------
The Company may only issue shares which have been paid up in full immediately.
Article 8 - Nature of the Shares
- ---------------------------------
8.1. The shares are registered or bearer shares, at the discretion of the
stockholder.
The Company shall be entitled to issue dematerialized securities, either through
capital increase or through conversion of existing registered or bearer shares
into dematerialized securities. Each stockholder may request the Board of
Directors to request the conversion into registered shares, bearer shares or
securities, at his own expense.
The provisions set forth hereabove shall become effective upon effectiveness of
the implementing order.
Shares admitted for trading on the NASDAQ market or any other stock market or
stock exchange in the U.S always have to remain registered shares.
8.2. At the request of the stockholder, the Company shall issue share
certificates, proving the registration of the registered shares in the
stockholders' register.
19
If share certificates are issued, the stockholders may choose between single or
multiple share certificates or a combination of both. On the request of the
shareholder, these share certificates may be exchanged for collective
certificates and vice versa.
8.3. At the written request of a stockholder, registered in the stockholders'
register duplicates may be issued for lost or damaged share certificates, in
compliance with the conditions as determined by the Board of Directors.
The cost of issuing duplicates may be charged to the requesting stockholder. If
duplicates have been issued, the original certificates shall be deemed null and
void in respect of the Company.
The duplicates shall bear the same numbers as the certificates which they
replace and shall bear the statement "Duplicate".
8.4. Unless otherwise decided by the Board of Directors shall not cooperate in
the issue of ADR's in respect to its shares.
Article 9 - Exercise of the underlying rights
- ---------------------------------------------
9.1. The shares are indivisible vis-a-vis the Company. If there are several
owners of one share or the rights attached to a share are divided amongst
several people, the Board of Directors may suspend the exercise of the
underlying rights until one person has been designated as owner of the share to
the Company.
In the event the rights of ownership are split up in usufruct and naked
property, then the usufructuary shall be considered as stockholder towards the
Company.
This right of the Board of Directors shall not apply to the underlying rights of
shares held in undivided ownership with mutual rights of succession, which are
registered in the name of the undivided owners in the stockholders' register,
provided that both owners agree upon the exercise of the underlying rights.
9.2. The granting of a pledge and the usufruct shall be stated under the
registration in the stockholders' register with the indication of the name and
address of the pledgee and the usufructuary.
Article 10 - Successors
- -----------------------
The rights and obligations continue to be attached to the share, regardless to
whom it is transferred.
Article 11 - Acquisition and disposition by the Company of its own shares
- -------------------------------------------------------------------------
11.1. The general meeting may decide to acquire or dispose of its own shares in
compliance with article 52bis of the Company Law.
11.2. The General Meeting of June five, two thousand has explicitly authorized
the Board of Directors to, in compliance with the provisions of the Belgian
Company Law, acquire through purchase or exchange, or dispose of its own shares
and profit sharing certificates, without prior approval of the general meeting
directly or through a third party acting in his own name but on behalf of the
Company or a subsidiary (as that term is defined in article 52, quinquies, (S)1
of the Belgian Company Law), in the event said acquisition is required in order
to prevent a serious ominous disadvantage for the Company. This authorization is
granted for a period of three years from the publication of the decision of
authorization in the Annexes to the Belgian State Gazette and may be renewed.
11.3. The General Meeting of June five, two thousand has explicitly authorized
the Board of Directors to acquire, in compliance with the provisions of the
article 52bis of the Belgian Company Law, the maximum authorized number of
shares through purchase or exchange at a price equal to at least the intrinsic
value of shares of Common Stock and at the most 110% of the closing price of the
L&H stock on NASDAQ on the day preceding the day of purchase or exchange. The
authorization to acquire its own
20
shares within a fixed range is granted for a period of eighteen months from the
publication of the decision of authorization in the Annexes to the Belgian State
Gazette and may be renewed.
Article 12 - Issue of bonds, convertible bonds and warrants
- -----------------------------------------------------------
The Board of Directors is authorized to issue bonds, regardless of whether these
bonds are secured by mortgage or in any other sense.
The general meeting of stockholders may decide to issue convertible bonds and
warrants convertible in shares, which may be registered, bearer shares or
securities.
Within the framework of the authorized capital, the Board of Directors is
authorized to issue warrants and convertible notes.
The bearer bonds are valid subject to the execution by at least two directors,
the signatures may be replaced by name stamps.
Article 12bis - Disclosure of significant shareholdings
- -------------------------------------------------------
Each person who sells or acquires directly or indirectly a number of shares in
the company having as a result that it holds a number of voting rights of the
company which exceeds or decreases below a threshold of five percent of all
outstanding voting rights of the company or any multiplicator of five percent,
must disclose this to the company within five days following such sale or
purchase, indicating the number of voting rights in its possession.
Such disclosure must be made on a specific form to be obtained at the company's
registered office. Persons notifying the company of such sale or purchase under
the American securities regulation will be exempt from this requirement. The
company will inform the EASDAQ Market Authority within three days following
receipt of such notification and will announce this information to the market.
Failure to disclose will result in a suspension of the voting rights attached to
the shares held by such person from the day the company has been informed of
this significant shareholding until the later of (i) the day following the
annual general shareholders meeting or (ii) six months following receipt of such
information by the company.
TITLE III - MANAGEMENT AND AUDIT
Article 13 - Composition of the Board of Directors
- --------------------------------------------------
13.1. The Company is managed by a Board of Directors consisting of maximum
seventeen Directors, who may or may not be shareholders, to be elected by the
general meeting of shareholders.
Appointment of directors others than those provided for in article 13.2. until
13.6. must be notified in writing to the Company before the convocation of the
general meeting, which shall appoint the directors.
The director's term may not exceed six years. As long as the general meeting for
whatever reason didn't provide for a successor, the director whose term ended
shall continue to serve as a director.
Outgoing directors may be re-appointed.
The general meeting may at all times suspend or dismiss a director.
13.2. Nine directors shall be elected from candidates nominated thereto by "L&H
Holding N.V.", as long as, L&H Holding N.V. and the Netherlands Foundation LEHA,
with registered offices at 3012 CM Rotterdam, WEENA, jointly, as well as all
entities which, directly or indirectly, controlled (as that term is defined in
the Annexes to the Royal Decree of October 6, 1976 regarding the annual accounts
of companies) by L&H Holding N.V. or the Netherlands Foundation, separately or
together, hold(s),
21
calculated as set forth hereabove, ten percent (10%) of the shares of the
Company, at the date of the nomination and at the time of the stockholders'
meeting electing such nominees,
If the shareholding of L&H Holding N.V. and the Netherlands foundation falls
below ten percent (10%), L&H Holding N.V. will be entitled to nominate one
director for each one and a half (1.5%) of the outstanding shares L&H Holding
N.V. and the Netherlands Foundation hold.
13.3. One director shall be elected from the candidates nominated thereto by the
N.V. GIMV, with registered offices at Karel Oomsstraat 37, 2018 Antwerp, insofar
as the aforesaid holds, directly or indirectly, three point thirty three percent
(3.33%) of the shares of the Company, both at the time of the nomination of the
candidate and the time of the appointment by the general meeting.
13.4. One director shall be elected from the candidates nominated thereto by the
Microsoft Corporation, One with registered offices at One Microsoft Way,
Redmond, Washington 98052-6399 insofar as the aforesaid holds directly or
indirectly 3,867,224 shares (post stock split April 17, 2000) of Common Stock.
13.5. The Chief Executive Officer of the company will automatically be eligible
for an appointment as director.
13.6. The nomination rights defined in Articles 13.2. to 13.5. may be assigned
by the authorized nominee to a company connected with the authorized nominee at
the time of the transfer as defined in article 13.7, including companies with
which the authorized nominee forms a consortium.
13.7. The mandates of the directors appointed in accordance with Articles 13.6.,
13.2, and 13.5. shall not end before the end of their term, despite the fact
that the shareholders who were entitled to nominate these directors shall no
longer be entitled. The above does not however break the right of the General
Meeting to suspend or dismiss a director at any time.
13.8. At least three directors on the Board of Directors should be Independent
Directors.
An "Independent Director" is a person who:
- - is respected in the business world;
- - is not or has not been employed or in any other way paid and likewise has
not been so for the last five years before his appointment for services
(services other than as director of the Company) provided to an Associated
Party.
- - is not a Connected Party to an Associated Party;
- - has no other relationship (other than the ownership of shares or a
commission as director of the Company) or displays characteristics which could
endanger its independence from an Associated Party.
An "Associated Party" is understood to be: the Company or a Connected Party, a
director or member of the directorate of the Company or a Connected Party or one
of the Companies Connected to these.
A "Connected Party" is understood to be: a remunerated (other than for services
as director of the Company) advisor or consultant of the Company, the directors
or members of the directorate of the Company or of one of those Companies
Connected to these.
"Connected Company", relating to an entity, means:
(i) any person who directly or indirectly controls the entity through one or
more intermediaries (the Controlling Entity); or
(ii) a person (other than the entity) who is controlled or is under the joint
control of a Controlling Entity.
"Controlling Entity" is the entity which, directly or indirectly, has the
authority to manage the management or company policy of another entity, whether
by ownership of voting shares or by contract or in any other way.
13.9. The Board of Directors is authorized to modify and re-coordinate the
articles of association in order to delete that part of Article 13 which could
no longer be worked out.
22
Article 14 - Premature Vacancy
- ------------------------------
In the case of a premature vacancy in the Board of Directors, the remaining
directors are entitled to provide for the vacancy provisionally until the
general meeting appoints a new director, on the condition that, in the degree to
which this is applicable, the new director is appointed in accordance with the
provisions of Article 13.2. to Article 13.6. inclusive of these articles of
association, from the candidates nominated by the category of shareholders on
whose proposal the director to be replaced was appointed. The appointment will
be placed on the agenda of the next general meeting.
Any director so appointed by the general meeting terminates the commission of
the director he replaces.
Article 15 - Chairmanship
- -------------------------
The Board of Directors may select one or two Co-Chairman and one or more vice
Chairman from its members. As long as L&H Holding N.V. is entitled to nominate
at least one director in compliance with article 13.1. of these articles of
association, the chairman shall be appointed from the directors appointed by L&H
Holding N.V.
Article 16 - Meetings of the Board of Directors
- -----------------------------------------------
16.1. The Board of Directors is convened by the Chairman or by a delegate on
each occasion when the interests of the Company so require.
16.2. The notice states location, date, time and agenda for the meeting and have
to be sent at least three full days before the meeting by letter, telegram,
telex, telefax or in another written form. In the case of great urgency and in
the interest of the Company, this period may be shortened by the Chairman or the
delegated director to 24 hours.
16.3. If the chairman cannot attend, the Board of Directors is chaired by a
vice-chairman, if this position exists, or by a director so designated by the
other directors who are appointed on the nomination of L&H Holding N.V.
16.4. The regularity of the convention cannot be disputed if all directors are
present or are regularly represented.
16.5. The Board of Directors may appoint a management committee, in which the
Chairman and certain other persons who are designated by the Board of Directors
sit. The authority of the Management Committee is defined by the Board of
Directors.
16.6. The Board of Directors may designate other committees, such as an "Audit
Committee" and a "Compensation Committee", on which the persons designated by
the Board of Directors sit. The authority of these committees is defined by the
Board of Directors.
Article 17 - Deliberation
- -------------------------
17.1. The Board of Directors may only deliberate legitimately if the majority of
its members are present or represented. If this quorum is not reached, a new
board may be convened with the same agenda, which shall deliberate and decide
legitimately if at least two directors are present or represented.
17.2. The Board of Directors may deliberate via conference calls in which verbal
votes are cast, on the condition that all directors were given the opportunity
to take part in the meeting and the electronic resources for this are made
available to them free of charge.
In accordance with Article 67 of the Companies Act, written decision making is
permitted with the agreement of all directors.
17.3. The board may only deliberate legitimately about points not stated on the
agenda with the agreement of the entire Board of Directors.
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17.4. Each director may authorize a colleague by letter, telegram, telex,
telefax or in another written form to represent him at a meeting of the Board of
Directors. This proxy is only valid for the meeting of the Board of Directors
specifically indicated in the proxy.
In this case the provider of the proxy is considered to be present at the
meeting.
17.5. The decisions of the Board of Directors are taken by ordinary majority of
the votes cast. Bank and void votes will not be taken into account. In the case
of a split vote the Chairman has the casting vote.
17.6. The director who shall directly or indirectly have an interest in the
implementation of a decision from the Board of Directors must be guided by the
provisions of Article 60 of the Companies Act.
If the required quorum to deliberate legitimately is not present at a meeting of
the Board of Directors and one or more decisions are legitimately taken by a
majority of the other directors present or represented.
Article 18 - Minutes
- --------------------
18.1. The deliberations of the Board of Directors will be recorded in minutes
which will be signed by the Chairman and at least one other director.
18.2. The proxies will be attached to the minutes.
18.3. The copies or extracts from the minutes to be submitted in law or in any
other sense will be signed by the Chairman, a delegated director or two
directors. This authority may be assigned to a representative.
Article 19 - Authorities of the Board of Directors
- ----------------------------------------------------
The Board of Directors has the most extensive authorities to carry out all
actions required or useful to the realization of the Company's purpose.
It is authorized to carry out all acts which are not expressly reserved by the
law or the Articles of Association to the general meeting.
The Board of Directors may assign its authorities for special and specific
matters to a representative, even if this person is not a shareholder or
director or to the special committee mentioned in article 16.
Article 20 - Remuneration
- --------------------------
The general meeting decides on the remuneration of the directors.
Article 21 - Representation
- ----------------------------
The Company is legally represented, including representation in law, by (i) one
co-chairman, (ii) a managing director or (iii) two directors acting jointly.
These persons should supply third parties with no evidence of a prior decision
from the Board of Directors. These persons may assign their authorities to a
representative, even if this person in not a stockholder or director for
specific and special matters (including the representation at law)
Article 22 - Daily Management
- ------------------------------
22.1. The Board of Directors may assign the daily management of the Company to
one or more directors who shall use the title of Managing Director, or to one or
more directors who shall use the title of General Director, which party does not
have to be a shareholder.
22.2. In the case of daily management delegation, the Board of Directors or a
committee provided for in Article 16 defines the remuneration attached to this
commission.
If multiple persons are charged with the daily management, the Company will be
legally represented in all its dealings in daily management, who should supply
them with no evidence of a prior decision.
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22.3. The Board of Directors and each person charged with daily management may
assign his authorities for special and specific matters to representative, even
if this representative is not a director, such as, among others, a Chief
Financial Officer ("CFO"), A Chief Operating Officer ("COO") or a Vice President
("VP").
Article 23 - Audit
23.1. The Audit on the financial situation, the annual accounts and the
regularity from the viewpoint of the Coordinated Companies Act and the Articles
of Association of the transactions in the annual accounts is assigned to tone or
more officials who are appointed by the general meeting from the members of the
Institute of Company auditors.
23.2. The general meeting decides on the number of officers and establishes
their remuneration.
23.3. The officers are appointed for a new renewable term of three years.
23.4. On penalty of compensation, the general meeting may only dismiss them
during their commission for legal reasons, as long as the procedure described in
Article 64 section five of the Coordinated Company laws is respected.
23.5. In the absence of officers or when all officers find it impossible to
carry out their task, the Board of Directors calls a general meeting to provide
for their appointment or replacement.
Article 24 - Task of the Officers
- ---------------------------------
24.1. The officers have, jointly or separately, an unlimited right of audit over
all the Company's transactions. They may have on site access to the Books,
exchanges of correspondence, minutes and in general all the Company's documents.
24.2. Every six months, the Board of Directors hands them over a statement which
summarizes the Company's assets and liabilities situation.
24.3. In the execution of their task, the officers may, at their own expense,
have themselves supported by employees or other persons for whom they answer.
TITLE IV - GENERAL MEETING
Article 25 - Composition and Authorities
- ----------------------------------------
The regularly composed general meeting represents the generality of the
shareholders.
The decisions of the general meeting are binding on all shareholders, even those
absent or those who voted negatively.
Article 26 - Meeting
- --------------------
26.1. The annual meeting is held on the first Monday of the month of June at
5.00 p.m. If this day is a legal public holiday in Belgium the meeting is held
on the next working day.
26.2. An extraordinary General Meeting may be convened each time the interest of
the Company so requires and must be convened each time the shareholders who
jointly represent one fifth of the subscribed capital so request.
26.3. Unless otherwise stated in the summons to attend, the General Meetings
take place at the company's registered office.
Article 27 - Convention
- -----------------------
27.1. The Board of Directors or the officer(s) convene the General Meeting.
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27.2. The summons to attend state the location, date, time and agenda of the
General Meetings and are made in the form and within the times required by
Articles 73 and 78 of the Companies Act.
27.3. A General Meeting is held each year, the agenda for which states at least
the following points: discussion of the annual report and, as the case may be,
the report from the officer(s), discussion and approval of the annual accounts
and use of the net profits, discharge of the directors (and the officer(s) and,
as the case may be, appointment of directors (and officer(s)). The agenda must
contain the proposals for decisions from the Board of Directors.
27.4. The regularity of the convention may not be disputed if all shareholders
are present or represented.
ARTICLE 28 - ADMISSION
28.1. In order to determine the stockholders entitled to receive notice for the
general meetings of stockholders, the Board of Directors shall limit the right
to receive a notice for the general meeting to the registered stockholders of
record of a date to determine by the Board of Directors but not earlier than
sixty (60) days before the meeting. In order to be admitted to the General
Meeting the owners of registered shares must inform the Board of Directors that
they will attend the General Meeting before the date of the meeting if the Board
of Directors requires this in the summons to attend.
28.2. The owners of bearer shares must deposit their shares at the place
designated in the summons a minimum of three working days before the general
meeting. They shall be entitled to attend the meeting subject to submitting a
certificate evidencing the deposition of their shares.
28.3. The holders of dematerialized securities must, within the same, by the
bodies appointed by the Board of Directors, submit a certificate evidencing to
the shares are not available with regard to the general meeting.
The provisions set forth hereabove shall become effective upon effectiveness of
the implementing order.
Article 29 - Representation
- ---------------------------
29.1. Each shareholder may provide a proxy by letter, telegram, telex, telefax
or other written form to represent him at the General Meeting. The
representative must not be a shareholder.
29.2. The Board of Directors may specify the form of the proxies in the summons
and require that they be deposited at least six working days before the General
Meeting at the place designated in the summons.
Article 30 - Office
- -------------------
30.1. Each General Meeting is chaired by the chairman of the Board of Directors
or by the vice chairman if one has been appointed or, in their absence, by a
delegate director or, in his absence, by the eldest director.
30.2. The chairman appoints a secretary and two vote takers. They must not be
shareholders. Together they form the office of the General Meeting.
Article 31 - Postponement
- -------------------------
The Board of Directors may postpone any General Meeting during the sitting for
three weeks.
Article 32 - Number of votes - Exercising the voting rights
- -----------------------------------------------------------
Each share gives the right to one vote.
The holders of bonds may attend the General Meeting, but only with an advisory
vote.
Article 33 - Deliberation
- -------------------------
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33.1. Prior to the sitting being opened, a list of those present, containing the
names of the shareholders and the number of shares with which they are
participating in the meeting, is singed by each of them or their representative.
33.2. The General Meeting cannot deliberate on points not stated on the agenda,
unless all shareholders present at the meeting unanimously decide to extend the
agenda.
33.3. The directors provide answers to the questions posed by the shareholders
concerning their report or the points on the agenda. The officer(s)
provides/provide answers to questions posed by the shareholders concerning their
report.
33.4. With the exception of legal or statutory provisions to the contrary, the
decisions are taken by ordinary majority of the votes cast, regardless of the
number of shares represented at the meeting. Blank or invalid votes are not
added to the votes cast.
33.5. If, during the appointment of a director (or officer), no single candidate
reaches the complete majority of the votes cast, a new vote is taken between the
two candidates who reached the most votes. If the number of votes in the second
vote is equal the older candidate is elected.
33.6. Votes are cast by raising hands or by calling names unless the General
Meeting decides otherwise with a simple majority of the votes cast.
Article 34 - Minutes
- --------------------
34.1. The minutes of the General Meeting are signed by the members of the office
as defined in Article 30 and shareholders who ask for them.
34.2. Copies to be submitted in law or any other sense are signed by the
chairman, a delegate director or two directors.
TITLE V - ANNUAL ACCOUNTS - PROFIT DISTRIBUTION
Article 35 - Annual accounts
- ----------------------------
35.1. The financial year begins on first January and ends on thirty first
December of each year.
35.2. At the end of each financial year, the Board of Directors produces an
inventory and the annual accounts. The directors likewise draw up a report in
which they give an account of their policy. That report contains comments on
the annual accounts in which a reliable overview is given of the state of
affairs and the position of the company, as well as the information prescribed
by Article 77 of the Companies Act.
Article 36 - Approval of the annual accounts
- --------------------------------------------
36.1. The annual meeting listens to the annual report, and report from the
officer(s) as the case may be, and decides on approval of the annual accounts.
36.2. Following approval of the annual accounts the General Meeting speaks out,
by separate vote, about discharge of the directors and officer(s) as the case
may be. This discharge is only valid if the balance sheet contains neither
omissions nor false statements which conceal the true situation of the Company,
and, as far as dealings in conflict with the articles of association are
concerned, only when these were specially designated in the summons to attend.
36.3. The Board of Directors ensures that the annual accounts, the annual report
and the other documents stated in Article 80 of the Companies Act are deposited
with the National Bank of Belgium within thirty days of the annual accounts
being approved.
Article 37 - Payment
- --------------------
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37.1. Each year an amount of five percent is deducted in advance from the net
profit stated in the annual accounts for formation of a legal reserve; this
deduction in advance is no longer compulsory when the reserve fund reaches one
tenth of the subscribed capital.
37.2. On proposal by the Board of Directors, the General Meeting decides by
ordinary majority of votes cast about the use of the balance of the net profit,
as long as Article 77 bis of the Companies Act is honored.
37.3. The Board of Directors may decide to pay interim dividends, subject to
meeting the applicable provisions of the Belgian Company Law.
Article 38 - Payment of dividends
- ---------------------------------
38.1. Payment of dividends is made at the time and place set by the Board of
Directors.
38.2. Dividends not collected, paid out on nominal shares, lapse in favor of the
Company after the passage of five years from the date on which payment was
possible.
TITLE VI - DISSOLUTION - LIQUIDATION
Article 39 - Voluntary dissolution
- ----------------------------------
39.1. If, as a result of losses suffered, the assets have fallen to less than
half of the subscribed capital, the Directors must submit the application for
dissolution of the Company and possibly other measures to the General Meeting,
which shall deliberate in accordance with Article 103 of the Companies Act.
39.2. If, as a result of losses suffered, the net assets have fallen to less
than one quarter of the subscribed capital, one quarter of the votes cast at the
meeting can decide on dissolution.
39.3. If the net assets have fallen below the legal minimum amount defined in
Article 29 of the Companies Act, any interested party may demand the dissolution
of the Company in Law. In such a case, the court may grant the Company a period
to regularize its situation.
Article 40 - Liquidation
- ------------------------
40.1. In the event of dissolution of the Company, whenever and for whatever
reason, the liquidation shall be carried out by liquidators appointed by the
General Meeting, and failing such an liquidation committee. The liquidators
shall act jointly unless otherwise decided. To this end the liquidators shall
have the most extensive powers in accordance with Article 181 and subsequent of
the Companies Act, with the exception of limitations imposed by the General
Meeting.
40.2. The General Meeting shall specify the remuneration of the liquidators.
Article 41 - Distribution
- -------------------------
41.1. After discharge of all debts, charges and costs of the liquidation, the
net assets will first be used to reimburse the fully paid up amount of the
shares not yet repaid.
41.2. Any surplus will be distributed in equal parts across all the shares.
41.3. If the net proceeds are not sufficient to reimburse all shares, the
liquidators shall first reimburse the shares which are paid up to a greater
degree until they are on an equal footing with the shares paid up to a lesser
degree, or shall make a supplementary call for capital at the expense of the
latter.
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TITLE VII - GENERAL PROVISIONS
- -------------------------------
Article 42 - Election of residence
- ----------------------------------
42.1. All directors, managers and liquidators residing abroad shall, for the
duration of their term of office, elect residence at the Company's registered
office, where all summonses and notices pertaining to the Company's business and
the responsibility for its business may be served, with the exception of
summonses served in accordance with these articles of association.
42.2. The holders of nominal shares are obliged to notify the Company of each
change of address. In the absence of notification they shall be deemed to have
elected residence at their former residence.
Article 43 - Legal provisions included in these articles of association
- -----------------------------------------------------------------------
Statutory provisions which are literal reproductions of the legal provisions of
the Companies Act are only stated for information and therefore do not acquire
the status of statutory provision for the application of Article 79 of the
Companies Act.
Article 44 - Indemnification
- ----------------------------
To the extent permitted by the law, the Company shall be authorized to indemnify
its directors, employees or representatives for monetary damages towards third
parties resulting from breaches of their duties with respect to the Company,
except for foul play or gross negligence.
THUS UPDATED to the date of June 7, 2000 and signed on behalf of the
Company by notary Eric Himpe in Ieper.
29