Dividends

As a holding company with participation in a number of subsidiaries and affiliated companies, the dividend policy of Cenergy Holdings depends on the Company’s stand-alone income and its ability to pay dividends depends in part on the receipt of dividends and distributions from these subsidiaries and affiliated companies. The payment of dividends by these subsidiaries and affiliated companies is contingent upon the sufficiency of earnings, cash flows, and distributable reserves.

Pursuant to Belgian law, the calculation of amounts available for distribution to shareholders, as dividends or otherwise, must be determined on the basis of the Company’s nonconsolidated financial statements. In accordance with BCCA, the Company’s Articles of Association also require that the Company allocates at least 5% of its annual net profits to its legal reserve each year, until the legal reserve equals at least 10% of the Company’s share capital.

As a matter of corporate policy, and based on careful evaluation of each year’s financial results and of the wider economic and business context, the Company assesses whether it is sounder to re-invest the totality or part of the annual profits and dividends received into the operating companies’ businesses or to pay dividends to its shareholders. The Company can give no assurance that it will make any dividend payment, for any given year in the near or distant future.

Such payment will always be conditional on the complex interplay of a broad number of factors, which include the Company’s overall strategy and business prospects, evolution of earnings, capital requirements and surplus, general financial conditions, existing contractual restrictions, as well as other factors which the Board of Directors may each time deem relevant.