PRESS NOTIFICATION TO ATTEND

THE ORDINARY GENERAL MEETING OF 25 APRIL 2012

I. Date, place and time of the general meeting – Agenda

We are pleased to notify you to attend the Ordinary General Meeting of shareholders of our company, which will be held at our registered office at 60, Allée de la Recherche, 1070 Brussels, at 11 a.m. on Wednesday 25 April 2012, to deliberate on the points indicated in the agenda below and the decision proposals detailed therein.

Management report of the board of directors on the financial year ending on 31 December 2011.
Auditor’s report on the financial year ending on 31 December 2011.
Annual accounts made up as at 31 December 2011 and allocation of the positive result for the year.
Decision proposal: to approve the annual accounts made up as at 31 December 2011, including the allocation of the result proposed therein.
Discharge for the directors.
Decision proposal: to discharge the directors for the performance of their offices during the financial year ending on 31 December 2011.
Discharge for the auditor.
Decision proposal: to discharge the auditor for the performance of its office during the financial year ending on 31 December 2011.
Statutory appointments:
1. The term as director of Mr François Tesch expires at the end of the meeting. He is eligible for and is standing for re-election.
  Decision proposal: to renew the term as director of Mr François Tesch.
  The term of office will last four years, ending at the end of the 2016 ordinary general meeting.
2. Confirmation of the appointment of Mr François Tesch as independent director.
  Decision proposal: to find that Mr François Tesch, the renewal of whose term as director is proposed, meets the criteria of independence, and consequently renew his term as independent director in accordance with Article 526 ter of the Company Code.
3. The term as auditor of the company Mazars Réviseurs d’Entreprises SC SCRL, represented by Mr Philippe Gossart, expires at the end of the 2012 general meeting.
  Decision proposal: to renew the term as auditor of the company Mazars Réviseurs d’Entreprises SC SCRL, which has its registered office at Avenue Marcel Thiry 77 B4, 1200 Brussels, registered with the Companies’ Central Databank under number 0428.837.889, represented by Mr Philippe Gossart, for a three year term, and set its fees at € 5,600 per annum (excluding VAT).
AOB.

II. Formalities for admission to the meeting

In order to attend the general meeting or be represented at it and exercise their right to vote, shareholders must carry out the accounting registration of their shares on the fourteenth day before the general meeting (the registration date being Wednesday 11 April 2012) and inform the company of their desire to participate in the meeting no later than the sixth day before the date thereof (i.e. Thursday 19 April 2012).

The accounting registration of the shares shall take place i) for registered shares, by registering them in the company’s register of registered shares, ii) for dematerialised shares, by registering them in the accounts of an authorised account holder or clearing house and iii) for bearer shares, by submitting said shares to a financial intermediary. Shareholders shall be admitted to general meetings and may exercise their right to vote at them with the shares in relation to which the registration procedure was carried out, without the number of shares they hold on the day of the meeting being taken into account.

The shareholder must also inform the company of his or her desire to participate in the meeting. Holders of registered shares should send the company, at the registered offices, the signed original of their participation notice, this form being appended to their letter of notification to attend. For dematerialised shares or bearer shares, a certificate certifying the number of securities in relation to which the shareholder has stated that he or she wants to participate in the general meeting shall be issued to the shareholder by the authorised account holder, clearing house or financial intermediary in question, which should be sent to the company as specified above.

III. Adding of points to the agenda and submission of decision proposals by the shareholders

One or more shareholders collectively holding at least 3% of the share capital may request that matters to be dealt with be added to the agenda of the general meeting and submit decision proposals concerning matters to be dealt with or to be added to the agenda.

Requests should reach Financière de Tubize no later than the twenty-second day before the date of the general meeting (i.e. Tuesday 3 April 2012) by letter sent to the registered office or electronically to the e-mail address: ftuago2012@imbra.be.

Further information about the terms and conditions for exercising this right are available on the company website (www.financiere-tubize.be).

IV. Right to ask the directors and the auditor questions

Each shareholder who has satisfied the formalities for admission to the meeting has the right to ask written questions about the directors’ and the auditor’s reports, as well as about the points indicated on the agenda of the general meeting, as long as the disclosure of data or facts is not liable to harm the company’s commercial interests or the confidentiality agreements made by the company, its directors or the auditor. These questions may be sent to the registered office or electronically to the e-mail address ftuago2012@imbra.be, and must reach the company no later than the sixth day before the date of the meeting (i.e. Thursday 19 April 2012).

V. Voting by proxy

Shareholders may be represented at the meeting by a proxy. They can only appoint one individual as proxy for a given meeting (except in the cases laid down by Article 547 bis, §1, para. 2 of the Company Code).

The proxy must be drawn up in writing on the basis of the form drawn up by the board of directors, and must be signed by the shareholder. The form is available on the company website (www.financiere-tubize.be). The proxy must reach Financière de Tubize no later than the sixth day before the date of the meeting (i.e. Thursday 19 April 2012).

Caution is advised when appointing the proxy as there may be a potential conflict of interests between them and the company, as laid down in Article 547 bis, §4 of the Company Code.

Within the meaning of this provision, there is a conflict of interests, in particular, when the proxy:

is the company itself or an entity controlled by it, a shareholder which controls the company or another entity controlled by such shareholder;
is a member of the board of directors or of the management bodies of the company or of a shareholder which controls it or an entity controlled pursuant to point 1;
is an employee or an auditor of the company, or of the shareholder which controls it or of an entity controlled pursuant to point 1;
is related to an individual pursuant to points 1 to 3 or is the spouse or legal partner of such person or a relative of such person.

In the event of a potential conflict of interests, the proxy must disclose the precise pertinent facts in order to enable the shareholder to assess the risk of the proxy pursuing an interest other than his or her own interest and the proxy shall only be able to vote on behalf of the shareholder if he has specific voting instructions for each matter on the agenda.

If certain shareholders should exercise their right to add points or decision proposals to the agenda, the proxies already notified to the company shall still be valid for the matters which they cover. With regard to the new points, reference should be made to Article 533, §4 of the Company Code..

VI. Information and documents available to shareholders – Information available on the company website

The various information and documents relating to the general meeting which the law requires to be made available to shareholders may be consulted on the website (www.financiere-tubize.be) and are also available at the company’s registered office on working days during normal office hours. Any shareholder may obtain a free copy of the reports and draft annual accounts which will be presented at the meeting, the decision proposals or the board of director’s comments about the agenda items which do not require a decision proposal, as well as the form which may be used to vote by proxy.

All of the information pursuant to Article 533 bis, §2 of the Company Code is also available on the company website at www.financiere-tubize.be.

The board of directors

Brussels, 22 March 2012

NOTE EXPLICATIVE

ASSEMBLEE GENERALE ORDINAIRE DU 25 AVRIL 2012

La présente note a été établie en application de l’article 533bis, §2, d) du Code des Sociétés et contient des explications sur chacun des points inscrits à l’ordre du jour de l’Assemblée Générale Ordinaire.

Pour de plus amples informations sur l’Assemblée et les formalités applicables, nous nous permettons de vous renvoyer notamment au texte de la convocation et au Vademecum de l’Assemblée Générale Ordinaire 2012 que vous trouverez également sur le site internet de notre société.

Rapport de gestion du conseil d’administration sur l’exercice social clôturé au 31 décembre 2011.
- Le conseil d’administration a établi le rapport de gestion de la société relatif à l’exercice écoulé. Celui-ci comporte l’ensemble des mentions légales requises. Le conseil d’administration n’a pas de remarques particulières à formuler au sujet de ce rapport.
- Ce point est uniquement repris à des fins de discussion et ne requiert pas l’adoption d’une décision.
- Les documents se trouvent sur le site internet de la société. Ils ont été communiqués aux actionnaires nominatifs et sont également disponibles au siège social.
Rapport du commissaire sur l’exercice social clôturé au 31 décembre 2011
- Le conseil d’administration a pris connaissance du rapport du commissaire de la société relatif à l’exercice écoulé. Le conseil d’administration n’a pas de remarques particulières à formuler au sujet de ce rapport.
- Ce point est uniquement repris à des fins de discussion et ne requiert pas l’adoption d’une décision.
- Les documents se trouvent sur le site internet de la société. Ils ont été communiqués aux actionnaires nominatifs et sont également disponibles au siège social.
Comptes annuels arrêtés au 31 décembre 2011 et affectation du résultat bénéficiaire de l’exercice
- Le Code des Sociétés requiert que l’assemblée générale se prononce chaque année sur l’approbation des comptes annuels ainsi que sur l’affectation des bénéfices et la fixation du dividende.
- Proposition de décision : approuver les comptes annuels clôturés au 31 décembre 2011, en ce compris l’affectation du résultat qui s’y trouve proposée.
- Une copie des comptes annuels se trouve sur le site internet de la société. Ceux-ci ont été communiqués aux actionnaires nominatifs et sont également disponibles au siège social.
Décharge aux administrateurs
- Conformément au Code des Sociétés, l’assemblée générale doit se prononcer chaque année après approbation des comptes annuels par un vote spécial sur la décharge des administrateurs.
- Proposition de décision : donner décharge aux administrateurs pour l’exercice de leur mandat au cours de l’exercice social clôturé au 31 décembre 2011.
Décharge au commissaire
- Conformément au Code des Sociétés, l’assemblée générale doit se prononcer chaque année après approbation des comptes annuels par un vote spécial sur la décharge du commissaire.
- Proposition de décision : donner décharge au commissaire pour l’exercice de son mandat au cours de l’exercice social clôturé au 31 décembre 2011.
Nominations statutaires
- Le mandat d’administrateur de Monsieur François Tesch vient à échéance à l’issue de l’assemblée, il est rééligible et se présente à vos suffrages.
  Proposition de décision : renouveler le mandat d’administrateur de Monsieur François Tesch. Le mandat aura une durée de quatre expirant à l’issue de l’assemblée générale ordinaire de 2016.
- Confirmation de la désignation de Monsieur François Tesch comme administrateur indépendant.
  Proposition de décision : constater que Monsieur François Tesch, ont il est proposé de renouveler le mandat d’administrateur, remplit les critères d’indépendance , et par conséquent de renouveler son mandat comme administrateur indépendant par application de l’article 526ter C. Soc.
- Le mandat de commissaire de la société Mazars Révieurs d’Entreprises SC SCRL représentée par Monsieur Philippe Gossart vient à échéance à l’issue de l’assemblée générale de 2012.
  Proposition de décision : renouveler le mandat de commissaire de la société Mazars Réviseurs d’Entreprises SC SCRL, dont le siège social est situé Avenue Marcel Thiry, 77, boîte 4, à 1200 Bruxelles, inscrite à la Banque-Carrefour des Entreprises sous le numéro 0428.837.889 représentée par Monsieur Philippe Gossart pour un terme de trois ans et de fixer ses honoraires à 5.600,00€ par an (hors TVA).
Divers

VADEMECUM OF THE ORDINARY GENERAL MEETING OF 25 APRIL 2012

Formalities for admission to the meeting – Registration procedure prior to the meeting (Art. 536, §2 of the Company Code)

In order to attend the general meeting or be represented at it and exercise their right to vote at it, shareholders are kindly requested to comply with the provisions of Articles 31 and 32 of the articles of association.

The shareholder must carry out the accounting registration of the shares on the fourteenth day before the general meeting i) for registered shares, by registering them in the company’s register of registered shares, ii) for dematerialised shares, by registering them in the accounts of an authorised account holder or clearing house and iii) for bearer shares, by submitting said shares to a financial intermediary.
For dematerialised shares or bearer shares, a certificate certifying the number of securities in relation to which the shareholder has stated that he or she wants to participate in the general meeting shall be issued to the shareholder by the authorised account holder, clearing house or financial intermediary in question.
The shareholder must also inform the company or person it has appointed for this purpose of his or her desire to participate in the general meeting no later than the sixth day before the date of the meeting. Holders of registered shares should send the company (60, Allée de la Recherche, 1070 Brussels, for the attention of Mr. Ph. De Coodt) the signed original of their participation notice, this form being appended to their notification to attend. For holders of dematerialised and bearer shares, a certificate from the authorised account holder, clearing house or financial intermediary certifying the number of shares in relation to which the shareholder has stated that he or she wants to participate in the general meeting must be sent to the company as specified above.

Shareholders shall be admitted to general meetings and may exercise their right to vote at them with the shares in relation to which the registration procedure was carried out, without the number of shares they hold on the day of the meeting being taken into account.

The information about the number of shares held by the shareholders on the registration date and in relation to which they have stated that they want to participate in the general meeting, as well as the documents establishing the holding of the shares on the registration date, shall be recorded in a register designated by the board of directors.

Financière de Tubize has not made provision in its articles of association for shareholders to participate in the meeting remotely by electronic means (Art. 538 bis of the Company Code) or to vote before the meeting by post or by electronic means (Art. 550 of the Company Code).

All of the information pursuant to Article 533 bis, §2 of the Company Code is also available on the company website at www.financiere-tubize.be.

PRESS NOTIFICATION TO ATTEND

FINANCIERE DE TUBIZE
Limited liability company
60, Allée de la Recherche
1070 Brussels
Companies’ Central Databank no. 0403 216 429
www.financiere-tubize.be

NOTIFICATION TO ATTEND THE ORDINARY GENERAL MEETING OF 25 APRIL 2012

Date, place and time of the general meeting – Agenda

Management report of the board of directors on the financial year ending on 31 December 2011.
Auditor’s report on the financial year ending on 31 December 2011.
Annual accounts made up as at 31 December 2011 and allocation of the positive result for the year.
Decision proposal: to approve the annual accounts made up as at 31 December 2011, including the allocation of the result proposed therein.
Discharge for the directors.
Decision proposal: to discharge the directors for the performance of their offices during the financial year ending on 31 December 2011.
Discharge for the auditor.
Decision proposal: to discharge the auditor for the performance of its office during the financial year ending on 31 December 2011.
Statutory appointments:
1. The term as director of Mr. François Tesch expires at the end of the meeting. He is eligible for and is standing for re-election.
  Decision proposal: to renew the term as director of Mr. François Tesch.
  The term of office will last four years, ending at the end of the 2016 ordinary general meeting.
2. Confirmation of the appointment of Mr. François Tesch as independent director.
  Decision proposal: to find that Mr. François Tesch, the renewal of whose term as director is proposed, meets the criteria of independence, and consequently renew his term as independent director in accordance with Article 526 ter of the Company Code.
3. The term as auditor of the company Mazars Réviseurs d’Entreprises SC SCRL, represented by Mr. Philippe Gossart, expires at the end of the 2012 general meeting.
  Decision proposal: to renew the term as auditor of the company Mazars Réviseurs d’Entreprises SC SCRL, which has its registered office at Marcel Thiry Avenue, 77 B 4, 1200 Brussels, registered with the Companies’ Central Databank under number 0428.837.889, represented by Mr. Philippe Gossart, for a three year term, and set its fees at € 5.600,00 per annum (excluding VAT).
AOB.

Formalities for admission to the meeting

The shareholder must also inform the company or person it has appointed for this purpose of his or her desire to participate in the meeting. Holders of registered shares should send the company, at the registered offices, the signed original of their participation notice, this form being appended to their letter of notification to attend. For dematerialised shares or bearer shares, a certificate certifying the number of securities in relation to which the shareholder has stated that he or she wants to participate in the general meeting shall be issued to the shareholder by the authorised account holder, clearing house or financial intermediary in question, which should be sent to the company as specified above.

Adding of points to the agenda and submission of decision proposals by the shareholders

Requests shall be made in writing and accompanied by the wording either of the matters to be dealt with and the proposals relating thereto or the wording of the decision proposals concerning points already on the agenda, and shall indicate the postal or electronic address to which Financière de Tubize should send acknowledgement of receipt of these requests within 48 hours of receiving them.

Shareholders who intend to exercise this right shall establish, on the date of their request, that they hold at least 3% of the share capital, either by means of a certificate certifying the registration of the corresponding shares in the company’s register of registered shares, or by certificates drawn up by a financial intermediary certifying the number of corresponding bearer shares which have been submitted to him, or by certificates drawn up by the authorised account holder or clearing house certifying the number of corresponding dematerialised shares in their name in the account. They should also carry out the accounting registration of at least 3% of the capital.

If shareholders should exercise this right, Financière de Tubize shall publish a supplemented agenda according to the same terms as the original agenda no later than the fifteenth day before the date of the general meeting (i.e. Tuesday 10 April 2012). Within the same timeframe, Financière de Tubize shall also make the supplemented agenda and the amended forms for voting by proxy available to its shareholders on its website.

Right to ask the directors and the auditor questions

Voting by proxy

Caution is advised when appointing the proxy as there may be a potential conflict of interests between them and the company, as laid down in Article 547 bis, §4 of the Company Code.

Within the meaning of this provision, there is a conflict of interests, in particular, when the proxy:

is the company itself or an entity controlled by it, a shareholder which controls the company or another entity controlled by such shareholder;
is a member of the board of directors or of the management bodies of the company or of a shareholder which controls it or an entity controlled pursuant to point 1;
is an employee or an auditor of the company, or of the shareholder which controls it or of an entity controlled pursuant to point 1;
is related to an individual pursuant to points 1 to 3 or is the spouse or legal partner of such person or a relative of such person

Information and documents available to shareholders – Information available on the company website

The various information and documents relating to the general meeting which the law requires to be made available to shareholders may be consulted on the website (www.financiere-tubize.be) and are also available at the company’s registered office on working days during normal office hours. Any shareholder may obtain a free copy of the reports and draft annual accounts which will be presented at the meeting, as well as the form which may be used to vote by proxy.

All of the information pursuant to Article 533 bis, §2 of the Company Code is also available on the company website at www.financiere-tubize.be.

The board of directors

NOTICE OF PARTICIPATION (registered shares)

The undersigned
First name:
Surname:
Address:
Or
Name:
Legal form:
Registered office:
Hereby represented by (surname, first name, position):

The owner of [ ] registered shares, without designation of value, in the limited liability company FINANCIERE DE TUBIZE, which has its registered office at 60, Allée de la Recherche, 1070 Brussels, hereby informs said company of his or her intention to attend the ordinary general meeting to be held at 11 a.m. on Wednesday 25 April 2012 at the registered office, with the number of shares he/she holds as indicated above.

Done in [ ], on [ ] 2012

[Signature]

PROXY

The undersigned
First name:
Surname:
Address:
Or
Name:
Legal form:
Registered office:
Hereby represented by (surname, first name, position):

The owner on the registration date, 11 April 2012, of [ ] shares, without designation of value, in the limited liability company FINANCIERE DE TUBIZE, which has its registered office at 60, Allée de la Recherche, 1070 Brussels, declares that he or she is appointing as his or her proxy:

Mr
For the purposes of representing him (her) at the Ordinary General Meeting of this company to be held at 11 a.m. on Wednesday 25 April 2012 at the registered office, 60, Allée de la Recherche, 1070 Brussels, and to vote at it on his or her behalf on all the points which appear on the following agenda:

AGENDA

Management report of the board of directors on the financial year ending on 31 December 2011.
Auditor’s report on the financial year ending on 31 December 2011.
Annual accounts made up as at 31 December 2011 and allocation of the positive result for the year.
Decision proposal*: to approve the annual accounts made up as at 31 December 2011, including the allocation of the result proposed therein.
Discharge for the directors.
Decision proposal*: to discharge the directors for the performance of their offices during the financial year ending on 31 December 2011.
¨
Discharge for the auditor.
Decision proposal*: to discharge the auditor for the performance of his office during the financial year ending on 31 December 2011.
Statutory appointments:
1. The term as director of Mr. François Tesch expires at the end of the meeting. He is eligible for and is standing for re-election.
  Decision proposal*: The board proposes to renew the term as director of Mr. François Tesch.
  The term of office will last four years, ending at the end of the 2016 ordinary general meeting.
2. Confirmation of the appointment of Mr. François Tesch as independent director.
  Decision proposal*: The board proposes to find that Mr. François Tesch, the renewal of whose term as director is proposed, meets the criteria of independence, and consequently renew his term as independent director in accordance with Article 526 ter of the Company Code.
3. The term as auditor of the company Mazars Réviseurs d’Entreprises SC SCRL, represented by Mr. Philippe Gossart, expires at the end of the 2012 general meeting.
  Decision proposal*: The board proposes to renew the term as auditor of the company Mazars Réviseurs d’Entreprises SC SCRL, which has its registered office at Marcel Thiry Avenue 77 B 4 , 1200 Brussels, registered with the Companies’ Central Databank under number 0428,837,889 , represented by Mr. Philippe Gossart, for a three year term, and set its fees at € 5,600.00 per annum (excluding VAT).

* Please indicate your voting instructions for each decision proposal.

AOB.

If the undersigned has not given any voting instruction for one of the aforementioned decision proposals:

the proxy shall vote in favour of the decision proposal

if the principal has crossed out the previous line, the proxy shall vote for each decision proposal according to the interests of the principal.

However, if the proxy is one of the people pursuant to Article 547 bis, §4, paragraph 2 of the Company Code, the proxy is only authorised to exercise the right to vote if he has specific voting instructions for each decision proposal indicated on the agenda.

If new decision proposals should be added at the request of shareholders in accordance with Article 533 ter of the Company Code, the proxy is authorised, in accordance with Article 533 ter, §4, paragraph 2 of the Company Code, to deviate from any instructions given by the principal if the performance of these instructions risks compromising his or her interests. If new matters to be dealt with should be indicated on the agenda at the request of shareholders in accordance with Article 533 ter of the Company Code, the representative:

is authorised to vote**
is not authorised to vote**
should abstain**

**Delete two of the options

For the above purposes, the proxy may enter into and sign all deeds, documents, minutes, attendance lists, substitute and generally do what it needed to carry out this mandate, promising ratification in advance.

*
* *

Shareholders must deliver the duly completed and signed original of their proxy to the registered office (60, Allée de la Recherche, 1070 Brussels, for the attention of Mr. Ph. De Coodt) no later than 19 April 2012.

Done in [..... ], on [..... ] 2012

______________
[signature]