AQUAFIN Limited company at 2630 Aartselaar, Dijkstraat 8 Register of legal entities of Antwerp : 0440.691.388 V.A.T. liable -------- THE COORDINATED ARTICLES OF ASSOCIATION FOLLOWING THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS DATED 18 DECEMBER 2009 SECTION I : LEGAL FORM - NAME REGISTERED OFFICE - OBJECT - DURATION Article 1 : Name The company has the legal form of a limited company. It is a limited company that makes or made a public appeal to the public savings system. It is called AQUAFIN. Article 2 : Registered Office The company has its registered offices at 2630 Aartselaar, Dijkstraat 8 - judicial district Antwerp The Board of Directors may move the company s registered office within Belgium without amending the Articles of Association insofar as this change of registered offices does not cause any change to the language regime as this applies to the company. The relocation of the registered office is made public by depositing a signed declaration by the authorised representative body in the company files together with a copy for publication in the annex to the Belgian Bulletin of Acts and Decrees. By means of the simple decision by the Board of Directors, the company can establish additional administrative and commercial offices, as well as set up offices and branch offices, either in Belgium or abroad. Article 3: Object 1. The company aims to complete following tasks of public interest which relate to water treatment and water supply activities in the Flemish Region: 1 actively compiling, or having a third party compile, technical plans for new watertreatment infrastructures, especially sewage purification installations, collectors, pumping stations and priority sewerage, as well as the active or third-party execution of this in accordance with the investment programme stipulated by the Flemish Region; 2 the active or third-party operation of the installations as mentioned in point 1 ; 3 financing the investments needed for the installations as mentioned in point 1 ; 4 taking over, adjusting and improving the existing water-treatment infrastructure with the exception of non-priority municipal sewers. For the purposes of promoting and coordinating the execution of these tasks, the company can collaborate with the municipalities with regard to the scheduling, construction and/or operation of non-priority municipal sewerage. 2. The company has as its object all of the commercial, industrial, financial, movable and/or immovable acts or functions that are connected, either directly or indirectly, to water treatment or supply, this being both in Belgium and abroad. 3. The company can perform all acts that, directly and/or indirectly, are of a nature to realise, facilitate and develop its corporate object. The company can organise itself in the
manner necessary for the realisation of this object including, where necessary, the option to participate in other businesses. Article 4 : Duration The company was established for an indefinite period of time. Notwithstanding judicial dissolution, the company can only be dissolved by the extraordinary general meeting with due observance of the stipulations for amendments to the articles of association and of the statutory provisions with respect to the dissolution of companies. SECTION II : CAPITAL Article 5 : Authorised capital The company s capital amounts to one hundred and ninety-eight million four hundred thousand euros ( 198,400,000). This has been divided into eight hundred thousand (800,000) no-par-value shares. The capital fully and unconditionally subscribed. Article 6 : Capital increase The general meeting will pass a resolution to increase the capital according to the rules established for amendments to the articles of association. The Board of Directors sets the rate and conditions for the issue of new shares unless the general meeting moves to pass its own resolution on this. In the event of a share premium on the new shares, these must be fully subscribed at the time of subscription. Article 7 : Preferential subscription rights On each occasion that the authorised capital is increased, the shares for which subscription is made in cash must be offered first to the shareholders, in proportion to the share of the capital represented by their shares, throughout a period of at least fifteen days to be counted from the first day of subscription. If the share has been encumbered with usufruct, the preferential subscription rights will belong to the bare owner; if that party renounces these preferential subscription rights, either wholly or partially, they will belong to the usufructuary. The preferential subscription rights belong exclusively to the owner-pledgor with respect to pledged shares. The general meeting can restrict or surrender the preferential right of subscription in the interests of the company with due observance of the statutory provisions with respect to this. SECTION III : SHARES - BONDS Article 8 : Nature of the shares The shares are registered and are recorded in a register of registered shares. The register of registered shares may be hold in electronic form. Article 9 : Partly paid shares Liability to further calls The commitment to pay up a share is unconditional and indivisible. If partly paid shares belong in joint ownership to several persons, each of them is liable to pay the entire sum of the capital contributions called. A call on shares or paying up will be called by the Board of Directors at such a time as they shall determine. The shareholders will be notified of this by registered letter that specifies the
bank account to which payment should be made by transfer or deposit to the exclusion of any other form of payment. Shareholders will be in default of payment once the date stipulated in the notification has lapsed and interest will be payable to the company at the statutory rate in force at that moment plus two percentage points. For as long as the capital contributions called on a share remain unpaid in breach of this provision, exercise of the rights attached to it will remain suspended. Premature calls on shares cannot be made without the prior agreement of the Board of Directors. Article 10 : Indivisibility of the securities The shares are indivisible. Several title holders can only exercise the rights pursuant to a share through a joint representative. For as long as a joint representative remains unappointed with respect to the company, all of the rights that attach to the shares involved will remain suspended. All convocations, notices of service and other notifications by the company to the various title holders to one share will be made legitimately and exclusively to the appointed joint representative. Article 11 : Affixing seals A shareholder s heirs, creditors or other title holders cannot intervene in the management of the company under any circumstances, either to affix seals on the goods and security of the company or to promote the liquidation of the company and the distribution of its assets. To exercise their rights, they must adhere to the balance sheets and inventories of the company and submit to the resolutions of the general meeting. Article 12 : Issue of bonds Without prejudice to the provisions in Article 581 of the Companies Code, the Board of Directors can proceed to issue bonds whether guaranteed by collateral or not. SECTION IV : MANAGEMENT AND REPRESENTATION Article 13 : Appointment and dismissal of the directors The company is managed by a board of directors composed of at least three (3) directors. The general meeting is solely authorised to determine the number of directors. The general meeting appoints the directors. The duration of their assignment may not exceed six years. Their assignment ends on closure of the general meeting or with the board of directors which appoints their replacement. The general meeting can dismiss directors at any time. Retiring directors can be reappointed. If a director s place becomes vacant, the remaining directors have the right to make a provisional appointment for the vacancy. The next general meeting will decide on the definitive appointment. The newly appointed director will complete the period of office of the party that he/she replaces. Article 14 : Chairmanship The Board of Directors can appoint a chairman from its members. Another director will replace the chairman if the latter is obstructed.
In such an instance, the replacement will be appointed from the directors who were chosen from the candidates proposed by the limited company entitled VLAAMSE MILIEUHOLDING. Article 15 : Conflict of interests If a director has an interest as regarded in law, he/she should act according to the statutory provisions currently in force. If this situation is relevant to several directors and the current legislation prohibits them from entering into deliberations or from participating in a vote on such deliberations, this resolution can be made legitimately by the remaining directors even if they do not form a quorum for deliberations and voting by the board of directors as required in Article 17, first paragraph of the articles of association. Article 16 : Meetings of the Board of Directors The Board of Directors meets following convocation by the chairman or, in the event of a vacancy, by any director as often as required in the interests of the company, as well as within fourteen days following a request to that effect by two directors. The chairman presides the board. The meeting will be held at the registered offices of the company or at any other place indicated in the notice to convene the meeting. This notice contains the agenda. Article 17 : Decision making by the Board of Directors The Board of Directors can only deliberate and pass resolutions on matters that are mentioned on the agenda and only on the condition that at least half of its members are present or represented at the meeting. The Board of Directors can only deliberate and pass resolutions lawfully on a matter that is not mentioned on the agenda if all of the members are present at the meeting and agree to its inclusion. This agreement will be deemed as given if no objection has been raised according to the minutes. Each director can assign one of his/her colleagues to represent him/her at a particular meeting of the Board of Directors, by means of ordinary mail, telegram, telex, fax or any other means of communication or carrier of a printed document, and to vote for him/her on his/her behalf. The mandating director will be counted as present under these circumstances. A director can represent several members of the board. The Board of Directors resolutions will be passed by simple majority. When the vote is equally divided, the director presiding the meeting will have the casting vote. In exceptional cases, when imperative necessity and the interests of the company so require, the Board of Directors resolutions can be passed by the unanimous written agreement of the directors. This procedure cannot be followed for adoption of the annual accounts. Article 18 : Minutes of the Board of Directors Minutes will be kept of resolutions passed by the Board of Directors, which resolutions will be bound in a special register and signed by the chairman and, in the event of a vacancy, by the director who presides the meeting and by, at the least, the majority of the members of the board present. Copies and extracts will be signed by two directors.
Article 19 : Powers of the Board The Board of Directors is authorised to perform all acts that are necessary or which serve to realise the object of the company excepting those for which only the general meeting of shareholders is authorised according to law. Article 20 : Management committee Daily management Transfer of management powers to a management committee According the prescriptions of article 524bis of the Code on companies, the board of directors may transfer its management powers to a management committee, acting as a board, even though without this transfer may pertain to : - the general management of the company - all actions that by law are reserved to the board of directors. The board of directors supervises the management committee. Composition, powers and operation of the management committee Insofar the present articles of association contain no specific rules, the board of directors determines: a. the composition of the management committee that has to be composed of several persons, the conditions for the appointment and discharge of the members of the management committee, their eventual remuneration and the duration of their mission; b. the powers of the management committee; c. the way the management committee operates. Unless otherwise stipulated by the board of directors, the ordinary rules of the deliberating assemblies are applicable to the management committee. Minutes of the management committee Minutes are kept of the resolutions of the management committee, which are bound in a special register and signed by all members of the management committee attending the meeting. Daily management The board of directors may entrust the daily management and the representation of this management to one or more persons, director or not. The board appoints and dismisses the delegates to this management, which are chosen from within or outside their midst and determines their powers. Article 21 : Remunerations The general meeting can decide whether or not to remunerate the office of director by awarding a fixed or variable remuneration. Such a sum will be determined by the general meeting and will be charged to the general costs of the company. Article 22 : Representation of the company Without prejudice to the general representative powers of the board of directors as a whole, the company shall be validly represented in court and for all extra-judicial purposes by two directors acting jointly. Where the competences of the management committee are concerned, the company is, according to article 524bis of the Code on Companies, validly represented in court and for all extra-judicial purposes in the way as determined by the board of directors. The company will also be validly represented in court and for all extra-judicial purposes of daily management: - either by one or more delegates to this management, acting severally or jointly in implementation of the board of directors delegations resolution;
- or in the way described by the board of directors, when the management committee is charged with the daily management. Moreover the company is validly bound in law by the special attorneys acting within the limits of their powers granted to them. When the company is appointed as director, manager, member of the management committee or liquidator of another company, it appoints a permanent representative, physical person, among its shareholders, directors or employees, who will be charged with the execution of this mission in the name and on behalf of the company. SECTION V : CONTROL Article 23 : Auditors Controls on the financial situation, the annual accounts and the regularity of the activities reflected in the annual accounts will be assigned to one or more auditors. The auditors will be appointed and remunerated according to the regulations contained in company law. Unless the law expressly determines otherwise, the company is, nevertheless, not obliged to appoint one or more auditors. SECTION VI : GENERAL MEETINGS Article 24 : Ordinary, special and extraordinary general meetings The ordinary general meeting must be convened every year on the third Tuesday in the month April at eleven o clock. If that day is a public holiday, the meeting will be held on the next working day, not including Saturdays. A special or extraordinary general meeting can be convened at any time in order to deliberate on any subject within its powers. Article 25 : Place of the meeting Each general meeting is held at the registered offices of the company or at another place indicated in the notice of convocation. Article 26 : Convocation authority obligation The Board of Directors and every auditor can independently convene each general meeting. They must convene the ordinary general meeting on the day stipulated in these articles of association. The Board of Directors and the auditors are obliged to convene a special or extraordinary meeting if requested to do so by one or more shareholders who, either solely or jointly, represent one fifth of the authorised capital. The request is to be sent by registered letter to the registered offices of the company; it must indicate the items on the agenda that the general meeting should discuss and decide upon. The notice of convocation for such a general meeting must be issued within three weeks following submission of the request. In the notice, other subjects can be added to points on the agenda submitted by the shareholders. Article 27 : Convocations
The shareholders are convened to the general meeting by registered letter at least fifteen (15) days prior to the date of the general meeting, unless they have agreed individually, expressly and in writing to receive the notice through other means of communication. The directors and the auditors are convened to the general meeting by registered letter at least fifteen (15) days prior to the date of the general meeting, unless they have agreed individually, expressly and in writing to receive the notice through other means of communication. The notice states the entire agenda, that has to contain the items to be considered. To the notice has to be joined a copy of all the reports and other documents to be presented at the meeting. The holders of bonds, warrants or certificates that were issued with the collaboration of the company, have the right to attend the general meetings but with only an advisory vote. In order to attend the general meetings they are called up according to the regulations of article 533 of the Companies Code. Article 28 : Notification The shareholders or their representatives must make their intentions known with regard to participating in the meeting no less than five (5) working days before the date of the intended meeting by means of ordinary mail to be directed to the registered offices of the company. Fulfilment of these formalities cannot be demanded if no mention is made of them in the notice of convocation to the meeting. The holders of dematerialised shares have to deposit a certificate, drawn up by the official account holder or the payment institution that confirms the number of dematerialised shares registered at the name of the holder at the date required for the exercise of these rights, at the registered office of the company for the exercise of their associative rights at least five (5) working days before the date of the relevant meeting. Article 29 : Representation of shareholders Each shareholder can be represented at the meeting by a person holding power of attorney to whom written authorisation has been granted. The Board of Directors can determine the text of these powers of attorney and demand that they be deposited at the registered offices of the company no less than five (5) days before the date of the meeting. Legal persons are represented by the body charged with representation according to their articles of association or by either a shareholding or non-shareholding person to whom power of attorney has been given according to the provisions of this article. Moreover, each shareholder has the right to a postal vote. For this to be valid, this type of voting must take place by using a form that is sent to the registered offices of the company by a confirmed registered letter no less than five (5) days before the date of the meeting (the postmark serves as proof) and should contain the following information : - indication of the full and exact identity of the shareholder and of the number of shares with which he/she is participating in the vote; - the complete agenda - the shareholder s resolution recommendations and voting intentions (for, against or abstention). The shareholder may clarify and give reasons for his/her voting intentions. Article 30 : Officers The chairman of the Board of Directors or, in his/her absence or in the event of a vacancy, a director appointed by his/her colleagues, will chair the general meeting.
The chairman will appoint a secretary who may be chosen outside of the shareholders; the meeting will choose one or two vote takers. The persons mentioned in this article constitute the officers. Article 31 : Adjournment of the meeting While the meeting is in session, the Board of Directors has the right to defer the resolution with respect to approval of the annual accounts for three weeks. This adjournment does not affect the other resolutions passed, barring another resolution passed by the general meeting with respect to this. The next meeting has the right to adopt the annual accounts definitively. While the meeting is in session, the Board of Directors also has the right to postpone each other general meeting a single time by three weeks. This adjournment does not affect the resolutions already passed by this meeting, barring another resolution passed by the general meeting with respect to this. The points on the agenda from the first meeting for which no definitive resolution was passed will be dealt with further at the next meeting; additional points can be added to that agenda. Shareholders who did not participate in the first meeting will be admitted to the next meeting providing they have fulfilled formalities determined by the articles of association. Article 32 : Resolutions not on the agenda - Amendments The general meeting cannot lawfully deliberate or pass resolutions on points that have not been included in the announced agenda or which are not implicitly contained therein. The Board of Directors and each shareholder have the right to propose amendments regarding all of the points on the announced agenda. Deliberations can only be held on points not included on the agenda in a meeting in which all of the shares are represented and providing a resolution is passed by unanimous vote with respect to this. The consent required is established if no objection to it is registered in the minutes of the meeting. Article 33 : Voting rights Each share grants entitlement to one vote. If the share is encumbered with usufruct, exercise of the voting rights attached to this share will be exercised by the usufructuary. The voting rights attached to pledged shares will be exercised by the owner-pledgor. Article 34 : Decision making in general meetings Except contrary provisions in the Code on companies, decisions by the general meeting are validly taken by majority vote, regardless of the number of shares present or represented. Abstentions or blanc votes and void votes are not taken into consideration for counting the majority on items of the agenda not containing an amendment to the articles of association. In the event of a tie vote the proposal is rejected. The voting on persons is in principle secret and written. The voting on things is oral by calling-off names or show of hands unless the bureau or the meeting has previously resolved on a secret vote. Written decision making The shareholders can unanimously and in writing adopt all decisions on matters within the competences of the general meeting except - those for which a notarial deed is required; - those that have to be made within the application of article 633 of the Code on Companies.
To that effect, a circular letter will be sent, either by mail, fax, e-mail or by any other carrier of information, mentioning the agenda and the proposals of decision, by the board of directors to all shareholders and to the holders of bonds, warrants and certificates issued in consent with the company, requesting the shareholders to adopt the motions and, within a term of twenty days from the receipt of the circular letter, to send it back, properly signed, to the registered office of the company or to some other place mentioned in the circular letter. If, within this term, the approval of all shareholders with respect to the motions is not received, then all these motions are deemed not to be approved. The same applies if, within this term, some motions are unanimously approved, but others not. The holders of bonds, warrants and certificates issued in consent with the company take notice of these unanimously adopted resolutions in writing. Article 35 : Minutes Minutes will be compiled of each general meeting to which will be attached the attendance list and any reports, powers of attorney or votes by ballot. The members serving as the officers and the shareholders who so request will sign the minutes of the general meetings. Thereafter, the minutes will be bound in a special register. Copies and excerpts will be signed in accordance with the legal and statutory provisions currently in force. SECTION VII : CONCLUSION OF THE FINANCIAL YEAR ANNUAL ACCOUNTS - PROFIT APPROPRIATION - DIVIDENDS Article 36 : Financial year Annual accounts The company s financial year commences on the first of January and ends on the thirty-first of December of each year. As of the end of each financial year, the accounts and accounting evidence will be concluded and the Board of Directors will compile the inventory as well as the annual accounts according to the statutory provisions with respect to this. In such cases as arise, and insofar as it applies, at least one month before the annual meeting, the management will submit the documents together with the annual report to the auditors who must compile the report as prescribed by law. Article 37 : Appropriation of the profit The net profit from the profit and loss account constitutes the profit from the financial year to be appropriated. At least five per cent of this profit is removed in advance to create the statutory reserve until this reserve amounts to one tenth of the authorised capital. The general meeting will adopt the balance by simple majority on the motion of the Board of Directors. Article 38 : Paying out dividends Paying out an interim dividend The Board of Directors will determine the time and the manner in which the dividends are to be paid out. Payment must occur before the end of the financial year in which the sum has been established. The Board of Directors is granted the authority to pay out an interim dividend on the result of the financial year under review.
SECTION VIII : DISSOLUTION - LIQUIDATION Article 39 : Dissolution An extraordinary general meeting of shareholders alone can decide on the voluntary dissolution of the company subject to due observance of the statutory provisions with respect to this. After dissolution, the company will continue to exist as a legal entity by operation of law for the purposes of its liquidation up until its closing down. Article 40 : Appointment of liquidators If liquidators have not been appointed, the directors serving in office at the time of the dissolution will be the liquidators by operation of law. The general meeting of the dissolved company can appoint and dismiss one or more liquidators at any time by simple majority. The meeting will decide whether the liquidators, if there are several, will represent the company alone, jointly or as a body. Article 41 : Powers of the liquidators The liquidators are authorised to perform all acts mentioned in Articles 186, 187 and 188 of the Companies Code unless the general meeting should decide otherwise by simple majority. Article 42 : Manner of liquidation After payment of all the debts, liabilities and costs of liquidation or after consignment of the money necessary to comply with this, the liquidators will distribute the net assets among the shareholders in cash or in securities in proportion to the number of shares that they own. SECTION IX : GENERAL PROVISION Article 43 : Choice of domicile The directors and liquidators who are domiciled abroad are deemed to have chosen domicile for the entire duration of their functions at the registered offices of the company where all notices of summons and notifications can be served on them concerning company business and their responsibility for its management. SECTION X : TEMPORARY PROVISIONS GENERAL MEETING OF BOND HOLDERS Article 44 : General meeting of bond holders Until the moment that all the bond loans issued by the company will be completely reimbursed, a general meeting of the bond holders, that will have the authorities in accordance with article 568 of the Companies Code, can be convened at all times. These general meetings of bond holders can be convened by the board of directors and by the statutory auditors. They are obliged to convene this meeting when it is requested by the bond holders who represent one/fifth of the amount of bonds in circulation. The convocations are made according to the regulations of article 570 of the Companies Code. The bond holders are allowed to attend these general meetings, based on a) either the registration of the bond holder in the register of bonds, b) or the deposit of a certificate, drawn up by the authorized account holder or payment institution that shows the unavailability of the dematerialised bonds
until the date of the general meeting, at least five (5) working days before the date of the planned meeting at the registered office of the company. The general meetings of the bond holders are according to the requirements of articles 572 up to 580 of the Companies Code. ---------