Market asset servicing - Belgium
Income collection
| Market Record date | Ex-date | Basic for entitlement | Standard interest calculation rule |
| Corporate bonds | |||
Not applicable | Payment date | Settled position on ex-date | Actual/Actual (ISMA) |
| Equities/Dividend | |||
Ex-date +1 | Payment date -2 | Record date at close of business | Not applicable |
| Foreign Certificates/IDRs | |||
Not applicable | Varies, approximately one month before payment date and depending on market practice of underlying securities | Settled position on ex-date | Not applicable |
| Government bonds and other types of bond | |||
Not applicable | Payment date | Settled position on ex-date | Actual/Actual (ISMA) |
| Investment funds/Dividend | |||
Ex-date +1 | Payment date -2 | Record date at close of business | Not applicable |
| Treasury Bills and Money Market instruments | |||
Not applicable | Payment date | Settled position on ex-date | Actual/360 |
Other market specifics
Dividends are usually paid once a year. Most companies pay dividends between April and July. Dividends are announced net of corporate and withholding tax.
Corporate actions
Most common corporate events
The most important corporate actions in the Belgian market are: capital increase by rights issue (subscription) or bonus issue, takeover bids, exchange offers, warrants exercise at maturity, bond conversions, redemptions (of capital) optional stock dividends, mandatory exchanges (for example, in the case of merger, share splitting and grouping), stamping of securities.
Capital increases
Capital increase is sometimes done on the basis of the authorised capital, but most often it must be approved by an EGM. An official announcement must be made by the company to the FSMA, whose approval is required for the prospectus. A request for the listing of the new shares must be lodged with the executive committee of the Stock Exchange.
- Capital increase by rights issue: Subscription rights are listed (under separate ISIN) for 2-3 weeks and are transferable;
- Capital increase by non-automatic bonus issue: Stock rights are listed (under separate ISIN) for a few years and are transferable;
Takeovers
From 1 September 2007, all Belgian companies listed on the Stock Exchange are subject to new rules that regulate takeover bids in Belgium. From that date, any investor that, either individually or in concert, acquires more than 30% of the voting rights in the target company, shall be required to make a public offer to buy the remaining securities of the company.
According to Legislators, provided their holdings are disclosed to the CBFA by 21 February 2007, investors with existing holdings of 30% or more of the voting rights of a listed company are exempt from the obligation to launch a public offer.
Optional stock dividends
Shareholders can opt either to receive their dividend in cash or to take up their right (for the amount of the net dividend) to invest in stock, thus participating in the capital increase of the company. Withholding tax is paid in cash to tax-exempt investors. Taxable clients can lodge a reclaim under the double taxation treaty between Belgium and the country of residence, if any.
Organisation of AGM/EGMs
AGMs
Annual General Meetings are normally held during the spring period from March to June.
Since 1 January 2005, the announcements of general meetings have been simplified as follows:
Holders of registered shares must be convened by mail.
- For ordinary AGMs, convocation and agenda announcements must be published once in the Belgian Official Gazette (Moniteur Belge) at least two weeks prior to the meeting, mentioning the place, date and time, and the standard agenda of the meeting. This announcement must also be published on the website of the company.
- For EGMs and for AGMs with non-standard agenda, the announcements must be published in the Belgian Official Gazette and in the national press at least two weeks prior to the meeting.
- For companies listed on the Stock Exchange, the above mentioned respective procedures equally apply, except that:
- The announcement must be published in the national press 24 days before the meeting or the registration date; and
- The second convocation must be published at least 17 days before the meeting.
Proxy voting/physical attendance
All proxy voting instructions must include the beneficial owner details.
If the beneficial owner is a legal person, the following information must be provided:
- Name
- Country of incorporation
- Legal Entity Identifier (LEI)
If the beneficial owner is a natural person, the following information must be provided:
- First name
- Last Name
- Country of residence
- Identification Type*
- Identification number
Note: Type of national identification is dependent on the country of residence of the beneficial owner. The list of acceptable national identification types can be found here.
In most cases, physical attendance of the shareholder or of a representative is required in order to vote at general meetings in Belgium.
Proxy voting is subject to the conditions determined in the company's bylaws. In addition, financial institutions cannot themselves act as proxy but they may indicate an appropriately qualified person as representative to attend the meeting on behalf of the shareholder.
Underlying shares voted are blocked at most six and at least three days before the meeting for both physical attendance or proxy voting.
Proxy material is usually available in French and/or Dutch and, in most cases, special company proxy forms are to be used.
There is no attendance premium on shares voted in Belgium.
Voting by mail is allowed, provided that all the resolutions of the agenda are approved unanimously. If a shareholder has the intention to vote against any resolutions, a GM with physical attendance must be arranged.
The law allows companies to implement a previously determined registration date. This date must be established in the bylaws of the company as between five and fifteen days before the GM. This means that only those shareholders who are holding the shares concerned at midnight on the registration date can attend the meeting and be allowed to vote, even if they are no longer shareholders on the actual date of the meeting.
Other market specifics
“Squeeze out offers” are specific corporate actions in Belgium and occur when more than 95% of the participation in the former purchase offers has been completed. At this point, the remaining holding should (unless a specific customer instruction is received) be presented by default to the Caisse de Dépôt et Consignation for the final offer, thus protecting customers' interests as follows:
- No further dividend will be paid on it;
- Voting rights are no longer attached to it;
- The securities are de-listed/no longer tradable;
- The shareholders are no longer considered to be the owners of the securities, although they keep their entitlement to the underlying cash compensation from the Caisse de Dépôt et Consignation.
Transaction Management
Please refer to Transaction Management in T2S, Euroclear Belgium Transaction management rules and NBB Transaction Management rules.
Transformations on NBB securities
Note: Only cash transformations are available at NBB; securities transformations are not applicable.