MULTICURRENCY CERTIFICATES OF DEPOSIT PROGRAMME OF EUR 150,000,000 (DEPOSITOBEWIJZEN / CERTIFICAT DE DEPOT) - Bank J.Van Breda & C Information ...

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MULTICURRENCY CERTIFICATES OF DEPOSIT PROGRAMME OF EUR 150,000,000 (DEPOSITOBEWIJZEN / CERTIFICAT DE DEPOT) - Bank J.Van Breda & C Information ...
Information Memorandum

          Bank J.Van Breda & C°

 MULTICURRENCY CERTIFICATES OF DEPOSIT
             PROGRAMME
           OF EUR 150,000,000
(DEPOSITOBEWIJZEN / CERTIFICAT DE DEPOT)

          Arranger & Domiciliary Agent

                    Dealers

                November 2006
MULTICURRENCY CERTIFICATES OF DEPOSIT PROGRAMME OF EUR 150,000,000 (DEPOSITOBEWIJZEN / CERTIFICAT DE DEPOT) - Bank J.Van Breda & C Information ...
TABLE OF CONTENTS

TABLE OF CONTENTS                                                                                   2

AFFIDAVIT                                                                                            3

I.      IMPORTANT NOTICE                                                                             4

II.         TERMS AND CONDITIONS OF THE PROGRAMME                                                   6

III.        SELLING RESTRICTIONS                                                                    16

IV.         PRESENTATION OF BANK J.VAN BREDA & C° N.V.                                              17
1.      Brief business description                                                                  17

2.      Organisation and shareholders                                                               18

      2.1    Organisation chart                                                                     18

3.      2005: profit growth for the tenth year in succession                                        19

      3.1    Niche strategy                                                                         20

      3.2    Commission income rises by 21 %                                                        20

      3.3    Van Breda Car Finance                                                                  21

      3.4    Leasing J.Van Breda & C° sold to BPLG                                                  21

      3.5    Targeted Personnel Policy                                                              21

      3.6    Commercial IT Policy                                                                   22

      3.7    Positive long-term outlook                                                             22

      3.8    Risk management                                                                        23

      3.9    Corporate Governance                                                                   25

4.      Financial information                                                                       27

      4.1    Core figures                                                                           27

      4.2    Consolidated balance sheet of Bank J.Van Breda & C° as at 31 Dec 2004 and 2005
                                                                                                    28

      4.3    Consolidated Profit and loss account of Bank J. Van Breda & C° as at 31 Dec 2004 and
             2005                                                                                   30

      4.4    Statement of changes in equity                                                         31

      4.5    Key figures Bank J. Van Breda & C°                                                     32

V.          UNOFFICIAL TRANSLATION OF THE CLEARING AGREEMENT                                        33

                                                      2
AFFIDAVIT

The undersigned, acting as duly authorised officers of Bank J.Van Breda & C° N.V., as issuer
under this multi-currency Certificate of Deposit programme (“ the Programme”), having made
all reasonable enquiries, confirm that, to best of their knowledge and belief:

  i.    This information memorandum (the “Information Memorandum”) and its
        supplemented documents contain all information regarding itself and the Certificates
        of Deposit to be issued under the Programme, which is material in the context of this
        Programme.
  ii.   The information contained in the Information Memorandum and all supplemented
        documents is true and accurate in all material respects and is not misleading.
 iii.   The opinions and intentions expressed in the Information Memorandum are honestly
        held, and
 iv.    There are no other facts the omission of which would, in the context of the
        Programme and the issuance of Certificates of Deposit thereunder, make any such
        information or the expression of any such opinions or intentions misleading.

In accordance with the terms of the royal decree of October 14, 1991 concerning the “billets
de trésorerie et certificats de dépôt / thesauriebewijzen en depositobewijzen”, the Issuer
accepts responsibility for the information contained in this Information Memorandum and shall
compensate any investor for material damage arising directly from the omission or falseness
of any information.

Made on November 10th, 2006.

Signed by

Bank J.Van Breda & C° N.V.

                                             3
I. IMPORTANT NOTICE
This Information Memorandum contains information provided by Bank J.Van Breda & C° N.V. in
connection with the Programme, i.e. an EUR 150,000,000 multi-currency Programme for the issue of
dematerialised “certificates of deposit/certificates de dépôts/depositocertificaten” (“Certificates of
Deposit”) governed by the law of 22 July 1991 as amended from time to time (the “Law”) and the royal
decree of 14 October 1991 as amended from time to time (the “Royal Decree”) (the “Certificates of
Deposit”) by Bank J.Van Breda & C° N.V. (hereinafter referred to as the “Issuer”). An agreement with
respect to the Programme has been concluded on 5 May 1999 between the Issuer, the Domiciliary
Agent (as defined below) and the Dealers (as defined below) (the “Agreements”).

The Issuer certifies that, to the best of its knowledge and belief, the information contained in this
Information Memorandum and its supplements, if any, is in accordance with the facts and does not omit
anything likely to affect the import of such information.

The Issuer accepts responsibility for this Information Memorandum and its supplements, if any. In
particular, the Issuer will be responsible towards interested parties for the losses which may occur as an
immediate and direct result of the absence or incorrectness of any information required to be mentioned
pursuant to the Law and/or the Royal Decree.

Everyone should be aware that, in the present document, as foreseen by the Law and the Royal
Decree, the term “Information Memorandum” always and in all circumstances includes any supplement,
updates, annual and semi-annual reports (if available) and financial information such as income
statements and balance sheets of the Issuer.

This Information Memorandum contains information concerning the Programme and the Issuer but is not
intented to provide the basis of any credit, taxation or other evaluation and should not be reconsidered
as a recommendation by the Dealer that any recipient hereof should buy any Certificate of Deposit.
Each investor considering an investment under the Programme shall be deemed to have made its own
independent investigation into the financial condition and affairs and its own appraisal of the
creditworthiness of the Issuer and thus, in making its decision to invest, shall not rely, and shall be
deemed not to have relied upon, any information or advice whatsoever, regarding the Issuer, provided
by the Dealer and/or the Domiciliary Agent.

KBC Bank NV and Bank J.Van Breda & C°, Naamloze Vennootschap have been appointed by the
Issuer as its dealers (hereinafter together referred to as the “Dealers”, individually a “Dealer”), and
therefore every holder or prospective holder of Certificates of Deposit may require from the Dealers the
delivery of an Information Memorandum. This document is also available at the administrative and
commercial office of the Issuer and will be delivered to any investor in the Certificates of Deposit. KBC
Bank NV has been appointed by the Issuer as its domiciliary agent (KBC Bank, in its capacity of
domiciliary agent, will hereinafter be referred to as the “Domiciliary Agent”).

No warranty or undertaking, expressed or implied, is made and no responsibility or liability is accepted
by the Dealers or the Domiciliary Agent as to the accuracy or completeness at any time of this
Information Memorandum or any further information given in connection with the Programme. The
Dealers and the Domiciliary Agent expressly do not undertake to advise any investor in the
Certificates of Deposit concerning any information coming to their attention and could not be held
responsible for any lack of information towards the investors.

This Information Memorandum does not constitute, and may not be used for the purpose of an offer,
invitation or solicitation by anyone in any jurisdiction or in any circumstances in which such offer,
invitation or solicitations is not authorised or to any person to whom it is unlawful to make such offer,
invitation or solicitation. Persons in possession of this Information Memorandum are required to respect
the Selling Restrictions set out herein.

Specific conditions of each issue of Certificates of Deposit will be mentioned in the “Investor’s
Confirmation” that will be provided to each investor.

The Issuer fulfils the financial prerequisites detailed in article 13 of the Royal Decree, as amended, and
is therefore entitled to issue Certificates of Deposit. As at 31 December 2005, shareholders’ equity of
the Issuer reached more than EUR 25,000,000.

The Dealers and the Domiciliary Agent will, in connection with such appointment or under Certificates of
Deposit act solely for and upon the instructions of the Issuer and will
incur no liability for or in respect of any action taken by them pursuant to the Law and/or the Royal
Decree, nor will they have any obligations towards, or a relationship of agency or trust with any of the
owners of Certificates of Deposit.

                                                    4
The net proceeds of the Certificates of Deposit will be applied by the Issuer to meet part of its general
financing requirements.

                                                   5
II. TERMS AND CONDITIONS OF THE PROGRAMME

                       Bank J.Van Breda & C° N.V.
                                    EUR 150,000,000

                       Multicurrency Programme for the issue of
                                 Certificates of Deposit

Issuer :                Bank J.Van Breda & C° N.V.
                        Registered Office :
                        Plantin en Moretuslei 295
                        B-2140 Antwerp
                        From 2007: Ledeganckkaai 7, 2000 Antwerp

Law :                   The Law of 22 July 1991 concerning “thesauriebewijzen en
                        depositobewijzen/billets de trésorerie et certificates de depot”, as published in
                        the Official Gazette of 21 September, 1991 (as amended from time to time).

Royal Decree :          The Royal Decree of 14 October 1991 concerning “thesauriebewijzen en
                        depositobewijzen/billets de trésorerie et certificats de depot”, as published in
                        the Official gazette 19 October 1991 (as amended from time to time).

Form of Certificates
of Deposit :            The advances granted by investors within the framework of this Programme
                        shall be evidenced by Certificates of Deposit (Depositocertificaten) issued on
                        a dematerialised basis in book-entry form in accordance with the Law and the
                        Royal Decree and may not be converted into another form.

Euro and EUR :          Means, the lawful currency of the participating member states of the
                        European Union that have adopted the single currency in accordance with
                        the Treaty establishing the European Communities, as amended by the
                        Treaty on European Union.

Selected Currency :     Means, the lawful currency of each of the member states of the Organisation
                        for Economic Co-operation and Development (“OECD”), excluding the EUR,
                        provided the Clearer accepts such currency and subject to compliance with
                        all applicable laws, regulations and requirements of the relevant central bank
                        or equivalent body;

Maximum Amount :        At any given time the maximum nominal amount of all the Certificates of
                        Deposit from time to time outstanding under the Programme, being EUR
                        150,000,000 (or the equivalent thereof in any Selected Currency). For this
                        purpose, the equivalent in EUR of a Certificate of Deposit denominated in a
                        Selected Currency shall be calculated on the basis of the latest indicative
                        exchange rate published by the European Central bank on either Reuters
                        page LOCKING, or Reuters page ECB37 at or about 2:15 p.m. on the
                        Business Day preceding the Issue Date. The equivalent of the already
                        outstanding Certificates of Deposit shall be calculated on the basis of the
                        same conversion rate.

Duration of the
Programme:             Undetermined. The Programme may be terminated at any time provided that
                       the present terms and Conditions will remain in full force and effect with
                       respect to the Certificates of Deposit issued under the Programme for so long
                       as such Certificates of deposit shall remain outstanding. The Issuer, the
                       Domiciliary Agent or the dealer will, save in case of an Event of Default,
                       respect a 60 days prior written notice thereof to the other parties, provided

                                                 6
however that, save in case of an Event of Default, such determination may not
                         take place earlier than 6 months after the date of setting up the Programme.

Denominations :           At any given time a minimum amount of EUR 250,000 or the equivalent in
                          any Selected Currency or such other denominations as may be determined
                          by the Law and/or the Royal Decree.

Nominal Amount :          Nominal Amount means the principal amount or the par value of a Certificate
                          of Deposit, exclusive of premium or interest payable by the relevant Issuer at
                          the Maturity Date of such Certificate of Deposit; it is also the value used for
                          the calculation of interest of an Interest-bearing Certificate of Deposit.

Tenor of the
Certificates of Deposit: Means, in relation to any Certificate of Deposit, the period from the Issue
                         Date up to but excluding the Maturity Date. The tenor of the Certificates of
                         deposit will not be less than 7 days. Should any amendment to the Law
                         and/or the Royal Decree define a maximum tenor or impose a minimum
                         tenor, such new limit shall automatically apply to the Certificates of Deposit
                         issued on or after the implementation date of such amendment.

Interest:
                          (a) The Certificates of Deposit generating periodical interest payments at a
                          fixed or floating rate shall be designated as “Interest-bearing Certificates of
                          Deposit”;

                          (b) The Certificates of Deposit issued on a discount basis shall be designated
                          as “Discount Certificates of Deposit”, in case of a maturity shorter than or
                          equal to one year, or as “Zero Coupon Certificates of Deposit”, in case of a
                          maturity longer than one year.

Interest Payment Date: means, in relation to any Interest-bearing Certificates of Deposit, a day
                       determined in accordance with the following provisions:

                          (a)      for interest-bearing Certificates of Deposit with a fixed rate of
                                   interest:

                                            (i) the first Interest Payment Date shall fall on the date of
                                            the first anniversary of the Issue Date of such Certificate of
                                            Deposit and each subsequent Interest Payment Date, if
                                            any, shall fall on the date of the anniversary in each year of
                                            the Issue Date of such Certificate of Deposit, however with
                                            the possibility for the relevant Issuer and the investors to
                                            agree upon a shorter or longer interest period;
                                            (ii) the final Interest Payment Date shall fall on and coincide
                                            with the Maturity Date of such Certificate of Deposit;
                                            (iii) the “anniversary” of an Issue Date in each year shall
                                            mean the day falling in the same month as and numerically
                                            corresponding to the Issue Date of such Certificate of
                                            Deposit.

                          (b)      for interest-bearing Certificates of Deposit with a floating rate of
                                   interest :

                                            (i) the first Interest Payment Date shall fall on the date
                                            which is 1, 2, 3, 6 or 12 months or such other periods as
                                            the Issuer and the investors may agree upon after the Issue
                                            Date of such Certificate and each subsequent Interest
                                            Payment Date shall fall on the date which is respectively 1,
                                            2, 3, 6 or 12 months or such other period as the Issuer and
                                            the investors may agree upon after the preceding Interest
                                            Payment Date;
                                            (ii) the final Interest Payment Date shall fall on and coincide
                                            with the Maturity Date of such Certificate of Deposit.

                                                    7
(c)      If any Interest Payment Date determined in accordance with the
                                   above provisions is not a Business Day, payment of the relevant
                                   interest amount shall be postponed to the next Business Day,
                                   unless, in case of floating rate notes, such day falls in the next
                                   calendar month, in which event it shall mature on the immediately
                                   preceding Business Day. Such change of Interest Payment Date will
                                   not entitle the relevant holders of Notes to any payment claim nor to
                                   any interest claim or other compensation.

Interest Rate :           On each Interest Payment Date in respect of Interest-bearing Certificates of
                          Deposit, interest will be paid thereon calculated at the agreed fixed or floating
                          rate. Fixed interest will be calculated on the basis of twelve months of thirty
                          days divided by 360. Floating interest will be calculated on the basis of the
                          actual number of days elapsed divided by 360 or 365 following market
                          practice for the relevant currency.

Late Payment Interest : Any amount remaining unpaid under any Certificate of Deposit shall itself
                        bear interest without prior notice and until the actual payment of all amounts
                        due, such late payment interest being calculated in respect of Certificates of
                        Deposit in EUR on a day to day basis at the rate of 1% per annum above “het
                        marginale voorschottentarief van de Europese Centrale Bank (as
                        published on Reuters page ECB01) or, in respect of Certificates of Deposit in
                        any Selected Currency above the prevailing overnight inter-bank offered rate
                        in the relevant currency as published on the relevant page of the Reuters
                        Screen at 11.00 a.m. in the financial centre where such inter-bank offered
                        rate is fixed. Late Payment Interest will not be calculated on a compound
                        basis.

Issue price :             (a)      The issue price of each Discount Certificate of Deposit will be
                                   calculated as follows:

                                               NA
                                   IP =
                                             ⎛T Y ⎞
                                          1+ ⎜ .     ⎟
                                             ⎝ X 100 ⎠

                          where : IP        is the issue price
                                  NA        is the nominal amount of the Certificate of Deposit
                                  T         is the actual number of days elapsed between the
                                            Issue Date (included) and the Maturity Date (excluded) of
                                            the Certificate of Deposit
                                   Y        is the annual yield of the Certificate of Deposit
                                   X         is 360 or 365 days according to the ISDA day count
                                             conventions applicable to the currency of issue.

                          (b)      Interest-bearing Certificates of Deposit may be issued at par, at a
                                   discount or at premium to their nominal amount.

                          (c)      The issue price of each Zero Coupon Certificate of Deposit will be
                                   calculated as follows:

                                               NA
                                   IP =                 T
                                          ⎛    Y ⎞X
                                          ⎜1 +   ⎟
                                          ⎝ 100 ⎠

                          where : IP        is the issue price
                                  NA        is the nominal amount of the Certificate of Deposit
                                  T         is the actual number of days elapsed between the Issue
                                            Date (included) and the Maturity Date (excluded) of the
                                            Certificate of Deposit
                                   Y         is the annual yield of the Certificate of Deposit

                                                    8
X        is the actual number of days in a year or such
                                      other basis that may be the market practice for the relevant
                                      currency at the time of issue of the Certificate of Deposit

Business Day :      Means, in relation to Certificates of Deposit denominated in EUR, a day on
                    which the Trans-European Automated Real-Time Gross Settlement Express
                    Transfer (TARGET) System and the clearing system operated by the Clearer
                    are open for business and, in relation to Certificates of Deposit denominated
                    in any Selected Currency, a day on which banks, clearing systems and
                    exchange markets are open for business in Brussels and in the country of the
                    relevant Selected Currency in which the Treasury Notes are denominated.

Issue Date :        Means, in relation with any Certificates of Deposit, the Business day on which
                    such Certificates of Deposit are issued under the Programme and on which
                    cash payments are due to be made by the subscribers of the Certificates of
                    Deposit to the Issuer and, if applicable, a which a Certificate of Deposit starts
                    to yield interest..

Maturity Date :     Means in relation to any Certificates of Deposit, the day (which shall be a
                    Business Day) on which such Certificates of Deposit become due and
                    payable pursuant to the terms thereof. If the day set forth as Maturity Date is
                    not a Business Day, repayment of the relevant amount of the Certificates of
                    Deposit shall be made on the next succeeding Business Day, without the
                    relevant Noteholders being entitled to any payment claim nor to any interest
                    claim or other compensation with respect to such postponement.

Clearer :           Means the Nationale Bank van België N.V./S.A. Banque Nationale de
                    Belgique or any other entity entitled by law to operate a clearing system and
                    with whom the Issuer and the Domiciliary Agent have concluded a clearing
                    agreement or to whom the rights and obligations of the National Bank of
                    Belgium N.V./ S.A. Banque Nationale de Belgique shall be transferred by
                    operation of Article 38 of the law of 15 July 1998 amending certain statutory
                    provisions in relation to financial instruments and clearing systems (which is
                    expected to be the Belgian Deposito- en Consignatiekas/Caisse de Dépôts et
                    Consignations, or CIK).

Status and
Negative Pledge :   The Certificates of Deposit shall represent direct, unconditional,
                    unsubordinated and unsecured obligations of the Issuer. At all times they
                    shall rank pari passu with all other present and future unsubordinated and
                    unsecured obligations of the Issuer for funds borrowed or guaranteed by the
                    Issuer (except for those that are preferred by operation of law).

                    As long as any of the Certificates of Deposit is outstanding, the Issuer shall
                    not create nor have outstanding any mortgage, pledge, lien or other security
                    interest (other than arising by operation of law) upon the whole or any part of
                    its assets, present or future, to secure any present or future indebtedness of
                    the Issuer represented by any financial instruments, including but not limited
                    to commercial paper, bonds, Eurobonds and other securities of the Issuer
                    (hereinafter the “Security”), without granting equally and rateably, at the same
                    time, to the holders of the Certificates of Deposit the same Security.

Events of default   If :

                    (i) the Issuer fails to pay in part or in full any sum under any Certificate of
                    Deposit as and when it shall become due and payable either at Maturity Date
                    or Interest Payment Date, upon redemption or otherwise, and such failure is
                    continuing for 5 Business Days after the date on which such sum was due,
                    except if such non-payment or late payment is due to any (in)action of the
                    Domiciliary Agent or disfunctioning of the Clearing System; or

                    (ii) the Issuer fails to duly observe or perform any other of the material
                    undertakings contained herein and such failure is continuing for 15 Business

                                             9
Days after the date on which written notice of such failure requiring the Issuer
                         to remedy the same shall have been addressed to the Domiciliary Agent by
                         holders of any Certificates of Deposit at that time outstanding; or

                         (iii) the Issuer commences negotiations with any one or more of its creditors
                         with a view to a general readjustment or rescheduling of its indebtedness or
                         makes a general assignment for the benefit of or a composition with its
                         creditors; or

                         (iv) the Issuer defaults in the due payment of any other indebtedness having
                         a minimum aggregate amount of EUR 1 million of, or assumed or guaranteed
                         by, the Issuer, unless the relevant payment is contested in good faith by the
                         Issuer and by appropriate proceedings, and provided any such default has
                         not been cured within the period contractually agreed upon or subsequently
                         agreed upon for such payment, or any such indebtedness shall have become
                         repayable before the due date thereof as a result of acceleration of maturity
                         by reason of occurrence of any event of default thereunder; or

                         (v) the Issuer takes any corporate action or other steps are taken or legal
                         proceedings are started (in a voluntary or involuntary case) for its windingup,
                         dissolution or reorganisation or for the appointment of a receiver, liquidator,
                         sequestrator (or other similar official) of the Issuer or of any substantial part of
                         its property under any applicable bankruptcy or insolvency law or any
                         other similar law, other than a judicial composition (“Gerechtelijk Akkoord”)
                         under the law of 17 July 1997; or

                         (vi) any representation, warranty or statement made by the Issuer in
                         connection with the Information Memorandum (or any amendments thereto)
                         or herein is proved to have been incorrect in any material respect; or,

                         (vii) the Issuer becomes insolvent or is declared insolvent by a competent
                         jurisdiction or stops, suspends or threatens to stop or suspend payment of all
                         or a material part of its debt, or ceases or threatens to cease to carry on all or
                         a material part of its business; or a moratorium is proposed, agreed or
                         declared in respect of all or a material part of the business or a moratorium is
                         proposed, agreed or declared in respect of all or a material part of the
                         indebtedness of the Issuer or the Issuer commences a voluntary case or an
                         order is presented under any applicable bankruptcy or insolvency law or any
                         other similar law; or

                         (viii) it becomes unlawful for the Issuer to perform any of its obligations under
                         the Certificates of Deposit or any of its obligations ceases to be valid, binding
                         or enforceable;

                         then, in each and every such case, any holder of a Certificate of Deposit may,
                         by written notice by registered letter to the Domiciliary Agent and the Issuer,
                         declare that such Certificate of Deposit shall be forthwith due and payable,
                         whereupon as from the date of notice, such Certificate of Deposit shall
                         become immediately due and payable, interests included.

Selling restrictions :   In Belgium, there are no restrictions in respect of the purchase and transfer of
                         the Certificates of Deposit other than (i) that the Certificates of Deposit are to
                         be kept at all times on a securities account with a participant in the Clearing
                         System, and (ii) no issuance or transfer of Certificates of Deposit may result
                         in any investor holding Certificates of Deposit for an amount of less than EUR
                         250,000.

                         Outside Belgium, the Certificates of Deposit may be purchased, offered or
                         sold only in compliance with applicable laws and regulations of these
                         jurisdictions and/or of the home countries of the relevant currencies in
                         which they are purchased, offered or sold.

Taxation :               The following is a general summary of Belgian taxation as of the date hereof
                         in relation to payments made under and other transfers involving the
                         Certificates of Deposit. lt is not exhaustive and holders of Certificates of

                                                  10
Deposit who are in doubt as to their tax position should consult their
professional advisors.

(a) by application of the Belgian law of 6 August 1993 concerning
    transactions in certain securities, the Belgian withholding tax, of which
    the rate currently is 15%, is not levied if the Certificates of Deposit are
    booked on an account that bas been opened in the books of a direct or
    indirect participant of the X/N clearing system of the Nationale Bank van
    België/Banque Nationale de Belgique (“BNB”), and if the holder of the
    Certificate of Deposit falls within the category of persons which may
    open an X-account In accordance with article 4 of the Royal decree of 26
    May 1994 regarding the collection and the reallowance of withholding
    taxes. This category includes:
    (i) domestic companies referred to in article 2 § 2, 2° of the lncome Tax
    Code of 1992; (ii) without prejudice to article 262,1° and 5° of the lncome
    Tax Code of 1992, the institutions, organisations or companies referred
    to in article 2 § 3 of the Law of 9 July 1976 with respect to the
    supervision of the insurance companies, other than those referred to
    under 1° and 3°; (iii) semi-governmental institutions for social security or
    assimilated institutions specified in article 105, 2° of the royal decree of
    27 August 1993 implementing the Income Tax Code of 1992; (iv) non-
    resident savers referred to in article 105, 5° of the same royal decree; (v)
    investment funds referred to in article 115 of the same royal decree; (vi)
    tax-payers referred to in article 227, 2° of the Income Tax Code of 1992
    that have applied the earnings for their professional activities in Belgium
    and are submitted to the non-resident tax in accordance with article 233
    of the same Income Tax Code; (vii) the Belgian State, for its investments
    exempted from withholding tax in accordance with article 265 of the
    same lncome Tax Code; (viii) foreign investment funds that are an
    undivided patrimonium managed by a management corporation on
    behalf of the participants, if their rights of participation are not publicly
    issued in Belgium nor sold, (ix) the resident companies not referred to in
    (i) having an activity that consists solely or mainly of granting credits and
    loans and (x) only for the revenueson certicates of deposit issued by
    legal persons being part of the sector of public authorities in the of sense
    the European System of integrated Economic Accounts (ESIEA) ,for the
    application of the European Communities Rule N° 3605/93 of November
    22, 1993 on the application of the protocol on the procedure concerning
    excessive deficits attached to the treaty of the European Communities,
    the legal persons that are part of the sector of public authorities in the
    sense of the European System of integrated Economic Accounts
    (ESIEA).

    Furthermore, the specific form claimed by Belgian Tax Authorities has to
    be completed by the holder of the Certificates of Deposit and to be kept
    by its Custodian Bank at the disposal of the Belgian Tax Authorities.

If the holder of the Certificates of Deposit does not belong to, or ceases to
belong to, one of the categories listed in article 4 of the royal decree of 26
May 1994, as amended, its account with the clearing system organised by
the Clearer will be designated as a non-exempted account ("N-account"),
and, therefore, the holder of the Certificates of Deposit will be submitted to
the withholding tax.

lt is expected that, in the future, the operation of the clearing system for
corporate debt securities will be transferred from the BNB to the CIK. In the
event of such transfer, it is expected that the rules relating to withholding tax
on interest payments or securities held in the BNB system will continue to
apply to such securities held in the CIK.

(b) a holder of a Certificates of Deposit, who derives income from a
Certificate of Deposit, or who realises a gain on disposal or redemption of a
Certificate of Deposit, will, apart from Belgian withholding tax -if applicable,
see (a)- not be subject to Belgian taxation on income or capital gains unless
(i) the holder is a non-resident who is using the Certificates of Deposit in a
fixed base or permanent establishment which the maintains in Belgium, (ii)
the holder is a private individual resident of Belgium who is using the

                        11
Certificates of Deposit for his professional activity or (iii) the holder is a
                       private individual whose income or capital gains arise from transactions going
                       beyond the daily course of management of private property, or (iv) the holder
                       is a company resident in Belgium;

                       (c) the Certificates of Deposit will not be subject to Belgian gift taxes provided
                       the gift is not required to be and is not made or evidenced by a deed or other
                       instrument subject to registration in Belgium;

                       (d) the Certificates of Deposit will not be subject to Belgian inheritance taxes
                       if held by persons not resident in Belgium at the time of their death;

                       (e) the Belgian tax on delivery of bearer securities will not be levied on the
                       Certificates of Deposit so long as they are maintained in the X/N clearing
                       system of the BNB.

Early Redemption for
tax reasons :          If, as a result of any amendment to or any change in the laws or regulations
                       of the Kingdom of Belgium or any political subdivision thereof or agency
                       thereof or therein or in the interpretation or administration of any such laws or
                       regulations which becomes effective on or after the Issue Date of the relevant
                       Certificates of Deposit, Certificates of Deposit held by holders of Certificates
                       of Deposit belonging to one of the categories of investors as listed in article 4
                       of the Royal Decree of 26 May 1994 regarding the collection and the
                       reallowance of withholding taxes, would become subject to withholding tax on
                       the occasion of the next Interest Payment Date in respect of such Certificates
                       of Deposit, the Issuer may, at its option, pay the Additional Amounts or
                       redeem all, but not some only, of the Certificates of Deposit held by such
                       holders of Certificates of Deposit which would be subject to such withholding
                       (in no case earlier than 30 days before the effective date of such new
                       treatment) upon notice being given not less than 15 days prior to the
                       redemption date.

                       In this event, the Certificates of Deposit will be redeemed :

                       (i) in the case of Discount Certificates of Deposit and Zero Coupon
                       Certificates of Deposit, at a price which is calculated according to the
                       formulae given in “Issue Price” above.

                       Considering that, for the purpose of these formulae :

                       (a) the issue price is to be understood as the redemption price;
                       (b) the annual yield remains the issue yield;
                       (c) the exact number of days to take into account are those remaining
                       between the early redemption date and the Maturity Date.

                       (ii) in the case of Interest-bearing Certificates of Deposit, at their principal
                       amount in the relevant currency together with accrued interest up to the date
                       fixed for redemption.

Stamp duty/TOB :       The Certificates of Deposit are exempt from stamp duty, as well as from TOB
                       (Stock Exchange Tra1nsaction Tax /Taks op Beursverrichtingen) pursuant to
                       the Law.

Governing law
& Jurisdiction :       The Certificates of Deposit shall be governed by the laws of the Kingdom of
                       Belgium and shall be subject to the exclusive jurisdiction of the courts of
                       Brussels, Belgium.

Listing :              The Certificates of Deposit will not be listed on a Belgian or other stock
                       exchange or regulated market.

                                                12
Secondary market :   Should an investor wish to sell a Certificate of Deposit before its Maturity
                     Date, the Dealers shall, at a best-effort basis, try to find a buyer for it, without
                     making any commitment to repurchase such Certificate of Deposit.

                     Each investor is allowed to sell one or several Certificates of Deposit it owns,
                     provided that the aggregate nominal amounts of both the Certificate(s) of
                     Deposit on sale and of the Certificate(s) of Deposit to remain in its hands, if
                     any, after such sale represent each at least EUR 250,000 or its approximate
                     equivalent in any Selected Currency, pursuant to article 6 of the Royal
                     Decree.

                     With regard to the Certificates of Deposit denominated in a Selected
                     Currency article 2 § 2 of the royal decree of 14 June 1994 stipulates that no
                     transaction may occur on a value date falling two Business Days or less
                     before a Maturity Date or an Interest Payment Date.

Domiciliary and
Paying agent :       KBC Bank NV

Arranger :           KBC Bank NV

Dealers :            KBC Bank NV
                     Bank J.Van Breda & C° N.V.

Delivery/Custody :   The Certificates of Deposit issued on a dematerialised basis shall be
                     recorded in the securities account of each investor with its Custodian Bank.
                     The Certificates of Deposit will be delivered to the securities account of the
                     investor with its Custodian and cash payments will be made to the cash
                     account of the investor with its Custodian within and in accordance with the
                     regulations governing the clearing system organised by the Clearer. The
                     Certificates of Deposit will thus be represented by book-entries and the
                     holders of the Certificates of Deposit will not be entitled to the exchange into
                     Certificates of Deposit in bearer, registered or any other form.

                      Where:

                      Clearer means the Nationale Bank van België N.V./S.A. Banque Nationale
                      de Belgique or any other entity entitled by law to operate a clearing system
                      and with whom the Issuer and the Domiciliary Agent have concluded a
                      Clearing Agreement or to whom the rights and obligations of the Nationale
                      Bank van België N.V./S.A. Banque Nationale de Belgique shall be
                      transferred by operation of Article 38 of the law of 15 July 1998 amending
                      certain statutory provisions in relation to financial instruments and clearing
                      systems (which is expected to be the Belgian Deposito- en
                      Consignatiekas/Caisse de Dépôts et Consignations, or CIK).

                      Clearing System means the clearing system established by:

                      -        articles 3 to 12 of the law of January 2, 1991 on the market of public
                               debt securities and the monetary policy instruments, as amended
                               from time to time;
                      -        the law of August 6, 1993 on the Transactions on Certain Securities,
                               as amended, and its royal decrees of implementation of May 26 and
                               June 14, 1994, as amended from time to time;
                      -        the law of July 15, 1998 amending certain legislation relating to
                               financial instruments and securities clearing systems, as amended
                               from time to time and its royal decrees of implementation.

                                              13
-       the law of August 2, 2002 on supervision of the financial industry and
                     financial services, when it will have entered into force.

            Custodian Bank means any of the institutions approved by the Belgian
            Ministry of Finance and participating in the clearing system organised by the
            Clearer. Participants in the Clearing System of the Nationale Bank van België
            N.V./S.A. Banque Nationale de Belgique include most Belgian banks and
            stock brokers, Euroclear Bank S.A./N.V. as operator of the Euroclear system
            ("Euroclear"), Clearstream Banking société anonyme (“Clearstream”) and
            banks established in a country belonging to the European Community.

Notices :   Notices to the holders of Certificates of Deposit shall be validly given (i) by
            fax or letter addressed to the holders of Certificates of Deposit having a
            securities account or to the Custodian Bank holding the securities with the
            Clearer or by a notice through the intermediary of the Clearer or (ii) published
            in one or more financial daily newspapers having general circulation in
            Belgium (which is expected to be “L’Echo” and/or “De Tijd”).

            All notices shall be made in writing or by facsimile. Each notice shall be made
            to the relevant party at the address or facsimile number as set out herein.

            A notice shall be deemed received (if in writing) when delivered and (if by
            facsimile) when despatched. Any notice by telephone, if any, shall be
            promptly confirmed in writing.

            Notices to the Issuer or to the Domiciliary Agent will be made to their
            respective offices by mail or telefax and addressed for the attention of or the
            person designated by that party for that purpose as set out below:

                                    14
Issuer :
              Bank J.Van Breda & C° N.V.
              Plantin en Moretuslei 295
              2140 Antwerp
              Belgium

              From 2007: Ledeganckkaai 7, 2000 Antwerp

              Contact :
              Boekhouding Back Office
              Fax: +32 3 271 04 10
              Tel: +32 3 217 52 31

              Domiciliary Agent :
              KBC Bank NV
              Havenlaan 12
              1080 Brussels
              Belgium
              Tel : +32 2 429 43 42
              Fax : +32 2 429 52 73
              Contact : Back Office

Inquiries :   Any information regarding the Programme may be obtained from the Dealers:

              KBC Bank NV
              Havenlaan 12
              1080 Brussels
              Belgium
              Tel : +32 2 417 43 13
              Fax : +32 2 429 57 05
              Contact : Institutional Sales Department

              Bank J Van Breda & C° N.V.
              Plantin en Moretuslei 295
              2140 Antwerp
              Belgium
              From 2007: Ledeganckkaai 7, 2000 Antwerp

              Contact :
              Fax: +32 3 236 59 26
              Mr. Handstanger: Tel.: +32 3 270 92 05
              Mr. Mondy: Tel.: +32 3 270 92 07

                                      15
III. SELLING RESTRICTIONS
The offering for sale of Certificates of Deposit may, in jurisdictions other than Belgium, be restricted by
law. Potential investors shall be responsible for complying with applicable legislation in said other
jurisdictions. In particular, they shall comply with the restrictions involving the United States of America
and the United Kingdom, as set out hereunder.

         (a) The United States of America

         The Certificates of Deposit have not been and shall not be registered under the U.S. Securities
         Act of 1933 and may not be offered, sold or delivered within the United States or to U.S.
         persons except pursuant to an exemption from, or in a transaction not subject to, the
         registration requirements of the said Securities Act.

         (b) The United Kingdom

         Certificates of Deposit may not be offered or sold, prior to the expiry of the period of six months
         from the issue date of the Certificates of Deposit, to persons in the United Kingdom except to
         persons whose ordinary activities involve them in acquiring, holding, managing or disposing of
         investments (as principal or agent) for the purposes of their businesses or otherwise in
         circumstances which have not resulted and will not result in an offer to the public in the United
         Kingdom within the meaning of the Public Offers of Securities Regulations 1995, and subject to
         compliance with all applicable provisions of the Financial Services and Markets Act 2000 (the
         "FSMA") with respect to anything done in relation to the Certificates of Deposit in, from or
         otherwise involving the United Kingdom. Any information likely to lead to the purchase of
         Certificates of Deposit may only be or caused to be communicated as an invitation or
         inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in
         connection with the issue or sale of any Certificates of Deposit in circumstances in which
         section 21(1) of the FSMA does not apply to the Issuer.

                                                     16
IV. PRESENTATION OF BANK J.VAN BREDA & C° N.V.

1.       Brief business description

Bank J.Van Breda & C° is not a bank for everyone. On the contrary, our main asset is our in-
depth specialisation. We aim to be the best advisory bank for entrepreneurs and the liberal
professions, providing lifelong service for both private and professional needs. This is the
focus of our entire organisation. We operate on the basis of our own unique approach,
constantly keeping our clients' long-term interests in mind. We guarantee a personal service
for the systematic accumulation and protection of our client’s assets.

As a financial advisor, we stand out ever more clearly because of three crucial strengths.

We are

1.       Specialized : Because we do nothing else besides dealing with our target clients, we
         are thoroughly familiar with the needs and concerns of businesses and the liberal
         professions. We keep an eye on the financial balance between their business, their
         practice or their firm on the one hand and their private capital accumulation on the
         other. This means that we can make the difference at crucial points in their career.

2.       Prompt : Thanks to our short communication lines, our customers will receive a
         prompt answer to their questions. Without delay or needless rigmarole and
         bureaucracy. When necessary, we take the initiative ourselves. Proactively.

3.       Personal : Our clients have a permanent customer relations manager. Our small
         scale means that he or she can also guarantee them a really personal approach. Our
         staff are trained to listen first and only then to give advice

To fulfil these promises, a unique team stands ready to serve the clients. The staff members
who look after their affairs at Bank J.Van Breda & C° set great store by the following values:

1.       Honesty : We work exclusively with people of integrity who seek to live and work
         ethically both in their private and in their professional lives.

2.       Enthusiasm : You can feel the difference from the very first contact: here is a team
         ready to serve the customer that combines professionalism with a positive attitude.

3.       Sense of responsibility : If one of our staff members gives a piece of advice, they
         take into consideration the long-term needs of the client. They make specific
         arrangements with them and they honour those commitments. That requires no
         specific request but is our fundamental approach

Our results show that our clients appreciate this approach. Bank J.Van Breda & C° has been
a profitable niche player for many years. In 2005, we published a growth in profits for the
tenth year in succession.

Profit is essential for the future of all businesses. But there is more. The success of our
deliberate focus also increases our colleagues' pride in their profession. We feel at home in
the world of SMEs. Our heart beats for the medical sector. The feeling of doing meaningful
work for interesting clients, in a company where people feel comfortable: this is what
motivates us. And we try to pass on this positive feeling to the client.

                                              17
2.      Organisation and shareholders

2.1     Organisation chart

Bank J.Van Breda & C° is a specialised bank that focuses specifically on businesses and the
liberal professions, covering both professional and private needs throughout their lifetime. The
bank was founded in Lier in 1930 by Jos Van Breda and has maintained its individuality ever
since. It is making every effort to retain its independence in the future.

2.1.1   Finaxis

Since 1998, the bank's shares have been established in the Finaxis holding company, along
with those of Bank Delen, the largest independent asset manager in Flanders. Thanks to
close cooperation, Bank J.Van Breda & C° also offers its clients the professional services of
this renowned bank. Ackermans & van Haaren, the reference shareholder, now owns 75% of
the shares in Finaxis. The Delen family holds 25% of the capital through the company
Promofi.

2.1.2   Ackermans & van Haaren

Ackermans & van Haaren is a diversified group listed on the Brussels Stock Exchange.
Market capitalisation of approximately EUR 1,7 billion. Ackermans & van Haaren aims for a
balanced even spread of its activities over 3 core sectors:
-      Contracting sector: based on D.E.M.E. (dredging and maritime works) and Van Laere
       (civil engineering)
-      Financial services: based on Finaxis (with Bank Delen and Bank J.Van Breda & C°)
       and Leasinvest (real estate)
-      Development capital: based on Sofinim

More information: www.avh.be

2.1.3   Bank Delen

The Delen group, originally a stockbroker established in 1936, is now active via Bank Delen
as an asset manager. In its offices in Antwerp, Brussels, Liège, Rumbeke (Roeselare) and
branches in Luxembourg and Geneva, the bank has 168 employees. Since being
incorporated in the Ackermans & van Haaren Group in 1992, it has achieved strong growth
year by year. Since 1998 Bank Delen has worked closely with Bank J.Van Breda & C° to
serve their respective customers. It manages assets worth EUR 9,2 billion. Bank Delen is the
largest asset manager in Flanders.

More information: www.delen.be

                                              18
3.     2005: profit growth for the tenth year in succession

As of the 2005 financial year, Bank J.Van Breda & C° is reporting its annual accounts in line
with the International Financial Reporting Standards (IFRS), including a comparison with
2004. Please note: all comparisons with the previous financial year are based on pro forma
IFRS figures for 2004. In 2005 Bank J.Van Breda & C° posted a record result, with a
consolidated operating net profit of EUR 28,811 million - representing a growth of 18% over
2004. The sale of its subsidiary, Leasing J.Van Breda & C°, realised a profit of EUR 22,633
million, bringing the consolidated net profit to EUR 51,444 million.

       -   Total assets invested by clients rose sharply by 13% to more than EUR 3,5
           billion. The credit volume from target group banking rose by 20% to EUR 1,4
           billion.
       -   The overall income grew by 7,8%. Costs increased by only 3%. Write-downs on
           the credit portfolio fell to the exceptionally low level of EUR 1,7 million.
       -   This resulted in a net operational profit after taxes of EUR 28,811 million, up
           18% compared to 2004.
       -   Total equity grew by EUR 35,9 million to a total of EUR 237 million.
       -   The cost / income ratio fell to 51% (54% in 2004), which seems this year again
           to be structurally lower than the average for the Belgian banking sector.
       -   The net return on average equity was 13,2%.

                                  Net profit after taxes

                                             19
3.1    Niche strategy

The niche strategy whereby Bank J.Van Breda & C° focuses specifically on entrepreneurs
and the liberal professions is confirming its success. The many entrepreneurs and
professionals who have become clients in the past few years are entrusting an increasing
share of their banking needs to us. Moreover, the number of target group clients who are
entrepreneurs and professionals continues to grow (+3,5% in 2005).

The confidence that entrepreneurs and professionals show in Bank J.Van Breda & C°, in both
private and professional matters, is evident from the growth in the various product groups.

For the second year in a row, Bank J.Van Breda & C° has realised a growth of 20% in the
credit volume of target group banking, bringing it up to EUR 1,4 billion.

The assets invested by clients rose by a record amount of EUR 420 million in 2005 (+13%)
to a total of EUR 3.538 million. Our clients have continued steadily to build up their assets
through our bank.

       -       Our clients' deposits remained essentially unchanged at EUR 1.467 million.
       -       The margins on deposits, which had followed a sharp downward trend since
               the year 2000, recovered slightly in 2005.
       -       The volume of off-balance sheet investments rose very sharply by over 25%
               to EUR 2.071 million.

3.2    Commission income rises by 21 %

The volumes of assets managed grew by 27% in 2005. Bank Delen now manages EUR
1.038 million for clients of Bank J.Van Breda & C° (EUR 814 million in 2004). There was a
steady influx of new capital, both from existing and from new clients.

Strong growth was also experienced in investment funds, up to an invested capital of EUR
237 million (EUR 191 million in 2004). The favourable stock market conditions encouraged
customers to invest more in shares.

At the same time, insurance investment funds were once again on the rise, growing by 4%
to a volume of EUR 739 million.

Other insurance products (mainly group insurance) once again generated more than 1
million in revenues from fees. The outstanding reserves rose by the end of the financial year
by 23%, to EUR 55 million.

                                             20
In sum, the volume of all these off-balance sheet investments together rose very sharply.
Since management and entrance fees are under pressure, the 21% growth in revenues from
fees lags slightly behind the growth in volume by over 25%.

Bank J.Van Breda & C° is becoming increasingly well known as a specialist bank for
entrepreneurs and the liberal professions. In addition, we also provide financing for
passenger vehicles through our subsidiary, Van Breda Car Finance. The subsidiary
Leasing J. Van Breda & C° was sold in 2005 to BNP Paribas Lease Group (BPLG).

3.3     Van Breda Car Finance

Van Breda Car Finance, a wholly owned subsidiary of Bank J.Van Breda & C°, operates
throughout Belgium in the car financing and car leasing sector. It aims to be the credit
company for customers of large, independent car dealers.

The entire organisation focuses on providing rapid credit solutions for passenger vehicles via
the company's own website. This website assists our partners, the local car dealers,
throughout the sales process, from drawing up the quotation, processing the application and
preparing the credit contracts, to monitoring payments on the dossier. In this way we make it
easier for our partners to make sales, as they can extend their customer service to include
credit.

At the end of 2005 the total portfolio amounted to EUR 241 million, up 3,6%.
Thanks to strict cost control and ongoing risk management, the result was again up in 2005.

3.4     Leasing J. Van Breda & C° sold to BPLG

Leasing J.Van Breda & C°, until recently a wholly owned subsidiary of Bank J.Van Breda &
C°, specialises in "small ticket vendor leases" (leasing for amounts less than EUR 250.000 to
professionals). Via the Internet, it offers quick leasing solutions to vendors of office
equipment, IT, telecommunications and medical equipment. With a market share of 22%,
Leasing J.Van Breda & C° is the market leader in this niche in Belgium. The company
managed a portfolio of EUR 233 million as at 30/09/2005, with 28.000 contracts.

On 30 September 2005 Bank J.Van Breda & C° and BNP Paribas Lease Group announced
that they had signed an agreement regarding the takeover of Leasing J.Van Breda & C° by
BNP Paribas Lease Group (BPLG). The effective transfer of the shares took place on 13
October 2005. The decision to sell Leasing J.Van Breda & C° was in line with the vision of
Bank J.Van Breda & C°, which involved anchoring Leasing J.Van Breda & C° in an
international group that offers future prospects to both its clients and its employees. BPLG is
the European market leader in leasing technological equipment, and manages a portfolio of c.
EUR 16 billion. Upon the sale of the shares in Leasing J.Van Breda & C° NV, the Bank J.Van
Breda & C° realised a capital gain of EUR 22,6 million.

3.5     Targeted Personnel Policy

In order to be the best advisory bank for entrepreneurs and the liberal professions, we pay a
great deal of attention to our personnel policy. This begins with the recruitment of highly
qualified staff. 75% of our employees have a diploma of higher education.

At the end of 2005, the bank employed a total of 380 staff. We looked after relations with our
clients from 43 locations, including 11 independent branches. The network as a whole now
comprises over 100 customer relations managers. By comparison, in 1999 there were barely
60.
Our client-oriented approach is reflected in a strong commercial complement. In 2005, the
percentage of staff in direct contact with clients remained high at 61% (expressed in full-time
equivalents). This is combined with substantial and ongoing training Programmes. We believe
it is important for people to integrate quickly and fully into our corporate culture.

                                              21
Ensuring that clients are firmly established and staff loyalty go hand in hand. This is why
Bank J.Van Breda & C° adopts a social policy focusing on staff retention. A results-oriented
approach to work and participation in profit growth are supported by means of a broad-based
share option plan. Open communication, mutual commitment and job satisfaction are central
to our corporate mission.

3.6     Commercial IT Policy

In 2005 the bank worked on the streamlining and further automation of our credit process for
target group clients, as well as on the further extension of our customer management
systems. This will enable us to better organise our client follow-up and advisory services.
Further investment in this area is planned in 2006.

The bank's Programme for 2006 also includes further improvements to
www.vanbredaonline.be. This interactive application for electronic banking via the Internet will
offer clients an overview of their asset accumulation with our bank. We are also planning
substantial investments in further streamlining our credit process for target group clients.

The extranet application www.vanbredavendor.com has played an important role in the
corporate process at Van Breda Car Finance for a number of years now.

3.7     Positive long-term outlook

2005 was the tenth year in a row where we have seen profits increase. In the last two years
we achieved outstanding growth for our bank: +25% in 2004 and +18% in 2005. Write-downs
on the credit portfolio were at a very low rate for two years in a row. The EUR 2,3 million
capital gain realised through early repayment of the credit extended to the former subsidiary
Leasing J.Van Breda & C° has likewise been exceptional in nature. These exceptional
elements make the management's goal to see further growth in operating profits in 2006
highly ambitious.

At the consolidated level, the operational contribution of Leasing J.Van Breda & C° is of
course no longer present. Therefore it seems unlikely that 2006 will see an increase in profits
for the 11th year running.

However, we have sufficient confidence in the long-term potential of our strategy. Moreover,
over the past few years we have made substantial investments in order to increase the
number of customer relations managers on the one hand, and in supporting IT systems and
the upgrading of our commercial offices on the other. We are convinced that these efforts will
yield a return and be reflected in continued profit growth in the medium and long term.

                                              22
3.8     Risk management

Business risks are an inherent part of the normal activities of a bank. In comparison with other
colleagues in the sector, however, Bank J.Van Breda & C° is not a highly complex institution.
Nevertheless, the bank displays great caution when accepting risks. It undertakes constant
risk follow-up and monitoring. Historically, Bank J.Van Breda & C° has amply demonstrated
its capacity to manage risks.

Credit risk

Our credit portfolio is very widely spread within the local economic fabric of family businesses
and the liberal professions. To this end, the bank applies concentration limits per sector and
maximum credit amounts per client. The credit portfolio is divided into five risk categories,
each of which receives a specific follow-up. For the credits in the highest risk category,
"uncertain proceeding", reporting takes place twice a year. Doubtful debts are transferred to
the legal department. There are specific criteria for mandatory transfer in particular cases that
may arise with our clients, borrowers or guarantors. For credits in the highest risk category
and on debts that become doubtful, write-downs are entered.

Market and interest rate risk

As all our business is client-oriented, our result is less sensitive to developments on the
financial markets.

-       The bank itself does not hold any currency positions. Given the nature of the clients,
        trading activities and the related risks are kept to an absolute minimum.
-       The bank does not own any shares in its own portfolio. Long-term investments involve
        virtually exclusively government bonds.
-       The bank adopts a cautious policy regarding the interest rate risk, well within the
        standards set by the CBFA (Bank, Finance and Insurance Commission). In areas
        where the durations of assets and liabilities do not match sufficiently, we introduce
        hedging instruments to correct the balance. We do this with a combination of rate
        swaps (that convert our variable interest rate commitments into fixed commitments)
        and options (which provide protection against a rise in interest rates above given
        levels).

Liquidity risk

The bank's liquidity risk is monitored constantly by means of pro-active treasury management,
within the lines defined by Asset & Liability Management.

Operational risk

As a specialised niche player, Bank J.Van Breda & C° benefits from its relatively small scale,
flat structure and short lines of communication. The internal operational risks are managed,
amongst other things, through

-       High standards of integrity: honesty is of fundamental importance in the corporate
        culture, both for the organisation and for individual members of staff

-       Departmental charters: the core values 'specialised', 'prompt' and 'personal' are
        guaranteed at department level by means of departmental charters

-       Front-line control: the operational departments have a major responsibility in
        monitoring their own operating methods and the quality provided

-       IT: the main operating processes are computerised and have built-in process controls

-       Disaster recovery plan: the continuity of activities should there occur an interruption in
        IT services, is regularly tested and improved

                                               23
-       Business continuity plan: in anticipation of the planned move to our new head office in
        Antwerp South, an adjusted business continuity plan will be worked out in the course
        of 2006.

Reputation risk

Bank J.Van Breda & C° has an impeccable reputation which it wishes to guarantee. Constant
attention to integrity and discretion form the guiding thread running through all our activities.

We advocate caution and balance for our clients as well. This is reflected amongst other
things in nuanced investment advice (with a view to spread, long-term planning and
investment in quality securities), thorough advice on all credit applications (with the emphasis
on the quality of the business plan, the reimbursement capacity and equity) and high
standards in terms of advising and acting correctly from a legal and tax point of view.

Strategic risk

The activities of Bank J.Van Breda & C° are constantly guided and undertaken in accordance
with the corporate mission. This corporate mission has for years formed the basis of the
bank's positive results. The Executive Committee consistently tests all strategic decisions and
market opportunities against the corporate mission.

The Board of Directors also constantly assesses this mission on its merits and regularly tests
future opportunities and threats for the bank in a rapidly changing market environment.

Income volatility risk

The income from customer relations banking - the bank's main activity - is supplemented by
the subsidiary Van Breda Car Finance. The complementary nature of the two activities
ensures a spread in our income.

Solvency risk

The bank has adequate equity and substantial self-financing capacity. The risk asset ratio
amounted to 14,4% in 2005, whereas the minimum requirement is 8%. The ratio based on net
worth in the narrow sense (Tier 1) rose to 10%. This is sufficient to enable further growth on
our own, even in difficult market circumstances or in the event of unforeseen setbacks.

Autonomy of internal audit and risk policy

With a view to strict control of all operating risks, great value is attached to the autonomy of
the internal audit unit, the compliance officer, the risk manager and the ombudsman. The
autonomy of the internal auditor is guaranteed by means of the Finaxis Audit Committee.

                                               24
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