Ownership structure - end December 2005
Belgian government 50.0% +1 share Personnel 0.6% Belgacom 5.9% Free float 43.5%
During 2005, following events have triggered the notification procedure: Date of event triggering Shareholder notification procedure Name 21 June 2005 17 August 2005
Shareholding Number of percentage in shares held the notification
AXA SA 10,159,182(1) Belgacom SA
2.8%
21,380,565
5.9%
(2)
Number of shares and potential voting rights
341,871,062
Ownership structure
31 December 2004
31 December 2005
Belgian government 180,887,569 50.0% 180,887,569 50.0% Belgacom (own shares) 11,075,964
3.1%
21,380,565
5.9%
Personnel (DSPP) 1,842,026
0.5% 1,981,224
0.6%
Free Float 167,969,576 46.4% 157,525,777 43.5% Total
361,775,135 100.0%
Announcement date
million EUR
Number of shares
Average share price
14 June 2005 100
3,522,392
28.39
7 July 2005 100
3,603,455
27.75
17 August 2005 100
3,487,387
28.67
10,613,234
28.27
Total
Number of outstanding shares (effective voting rights attached to shares representing the capital) 340,394,570 Future, potential or not, voting rights resulting from rights and commitments at the conversion into or the subscription for shares to be issued - Options 1,476,492 Total shares with effective or potential voting rights
Belgacom kept the market informed about the status of the share buy-back through press releases for each tranche of EUR 100 million.
361,775,135 100.0%
Changes in the share capital and number of shares On 24 February 2005, the Board of Directors approved a share buy-back program for a maximum amount of EUR 300 million and for a share price not more than 5% above the highest and 10% below the lowest closing price in the thirty-day trading period preceding the transaction. The program was launched on 12 May 2005 and was completed on 17 August 2005. In total, Belgacom bought back 10,613,234 shares at a rounded average price of EUR 28.27.
(1) Compared to 13,218,524 shares or 3.41% on 22 March 2004. (2) + 10,304,601: Share buy-back for total amount of EUR 300 million.
300
Under Belgian law, companies are prohibited from owning more than 10% of their outstanding share capital. The current level of treasury shares is the result of the following movements: • Before the IPO in March 2004, Belgacom owned 12,380,950 ordinary shares in treasury. • It was decided to cancel all of the 12,380,950 shares so as not to pass the threshold of 10% of outstanding shares when launching the IPO. • Concurrently with the IPO, Belgacom bought 38,761,905 shares from the existing shareholder ADSB Telecommunications BV. • In March 2004, Belgacom sold 1,842,026 treasury shares to its employees. • On 26 August 2004, the Board of Directors decided to cancel 70% of the remaining 36,919,879 treasury shares, i.e. 25,843,915 shares. • During the first half of 2005, 169,435 options were exercised at EUR 24.5. Belgacom also sold 139,198 shares to senior management. • On 17 August, Belgacom completed the EUR 300 million share buy-back, increasing the total of treasury shares by 10,613,234. The voting rights of the treasury shares are suspended by law. The dividend rights of the treasury shares acquired in 2003 and 2004 are suspended, whereas the dividend rights for shares acquired in 2005 are cancelled.
Share price evolution The Belgacom share listed on the Euronext Brussels Stock Exchange experienced a challenging year. The Belgacom share price was under considerable pressure in the first half of 2005 but managed to remain fairly stable over the second half of 2005.
shareholder information
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