“We are building opportunities“

Warehouses Estates Belgium scaW h teh ses Es

Partnership limited by shares, property investment company with fi xed capital (SICAFI) under Belgian law, having its registered offi ce at Avenue Jean Mermoz, 29, 6041 Charleroi (Gosselies),

Belgium, registered with the Crossroads Bank for Enterprises under number 0426.715.074 (the «Issuer») ISIN-code BE0003734481

SUMMARY

OF THE PUBLIC OFFERING AND SUBSCRIPTION OF NEW SHARES WITHIN THE FRAMEWORK OF THE CAPITAL INCREASE IN CASH WITH PREFERENTIAL RIGHTS, FOR AN AMOUNT OF UP

TO 30.224.110 €AND OF THE REQUEST FOR ADMISSION TO OFFICIAL LISTING OF THE NEW SHARES AND THE

PREFERENTIAL RIGHTS ON EURONEXT BRUSSELS

Subscriptions to New Shares are reserved, under the conditions set out in the Transaction Note, for the

Existing Shareholders and holders of Preferential Rights, at an Issue Price of 35,00 € per New Share and at a

subscription ratio of 3 New Shares for 8 Existing Shares.

WARNING

Investing in shares involves substantial risks. Investors are urged to read the risks described below under

«Risk factors».

Lead Manager

Summary dated 15 November 2010

Re ́sume ́ GB covers.indd 1Re ́sume ́ GB covers.indd 1 17/11/10 1:00:2817/11/10 1:00:28

2

This document (the "Summary"), together with the registration document dated 15 November 2010,

approved by the Belgian Banking, Finance, and Insurance Commission (the "CBFA") on 16 November

2010 (the "Registration Document") and the transaction note dated 16 November 2010 approved by the

CBFA on 16 November 2010 (the "Transaction Note"), the prospectus for the public offering of new

shares within the framework of a capital increase in cash with preferential rights for an amount of up to

30.224.110 and for the request for admission to official listing of new shares and preferential rights on

Euronext Brussels (the "Prospectus"). This Summary may be distributed separately from the Registration

Document and the Transaction Note. This Summary contains a brief outline of the principal

characteristics of the offering referred to in the Transaction Note (the "Offering") and a description of the

Issuer. A complete description of the Offering and of the Issuer is provided in the Registration Document

and the Transaction Note. The Summary should only be read as an introduction to the Prospectus.

The three documents that together constitute the Prospectus are available to investors as of 17 November

2010, free of charge, at the registered office of the Issuer (Avenue Jean Mermoz, 29, 6041 Charleroi

(Gosselies), Belgium) or by calling +32 (0)71 259 259. The Prospectus will also be made available free

of charge to investors by Petercam SA by calling +32 (0)2 229 64 46. The Prospectus may also be

consulted on the Issuer's website at (www.w-e-b.be) and on Petercam SA’s website (www.petercam.be)

as from 17 November 2010.

Neither the Issuer nor its Manager can be held civilly liable for the contents of the Summary or of its

translation, unless the said contents or this Summary are misleading, inaccurate or inconsistent when read

together with the other parts of the Prospectus. The Registration Document and the Transaction Note are

available in French and Dutch, while this Summary is available in French, Dutch and English. The Issuer

bears responsibility for translation of the Prospectus and for verifying coherence between the French,

Dutch and English versions of this Summary and coherence between the French and Dutch versions of

the Registration Document and the Transaction Note. In the event of a discrepancy between the French

version and the Dutch version (or, where applicable, the English version) of the Registration Document,

the Transaction Note or the Summary, the French version shall take prevail. In the event of a discrepancy

between the Summary and the Transaction Note or the Registration Document, the Registration

Document and the Transaction Note shall prevail. Unless specified otherwise, terms beginning with a

capital letter in this Summary have the same meaning as given to them in the Transaction Note.

In the event that legal proceedings are brought before court concerning the details set out in the

Prospectus, the investor who bringing a claim may, in accordance with the legislation that is in force,

have to bear the costs of translating the Prospectus, either before legal proceedings begin or during such

proceedings.

Every decision to invest in the New Shares must be based upon an exhaustive analysis of the

complete Prospectus by the investor.

3

1. Risk factors

Any investment in securities fundamentally entails risks. A list of the potential risk factors relating to the

Issuer and its activities and the potential risk factors relating to the Offering and to the Shares is set out

below. A more complete description of the risk factors is included in chapter 2 of the Registration

Document and the Transaction Note (entitled "Risk Factors").

Investors' attention is drawn to the fact that the list of risks set out below may not be exhaustive and that

other risks may exist which are unknown to the Issuer’s management, or whose occurrence is not, at the

date of this Summary, considered by the Issuer’s management to be liable to have an unfavourable effect

on the Issuer, its activities or its financial situation.

Before taking any decision to invest in the Issuer’s Shares, potential investors are invited to carefully

examine the risks set out below, and to take them, as well as all other relevant information contained in

the Registration Document and the Transaction Note, into consideration, so that they are fully aware of

the fact that these risks may give rise to a reduction in the value of the Issuer’s Shares and, consequently,

to a loss of all or part of their investment.

1) Risk factors associated with the Issuer and its activities

An explanation of the main risk factors associated with the Issuer and its activities is provided in Chapter

2 of the Registration Document. The most important of these risks may be summarised as follows:

a) Risk of dependency on key individuals: Non-availability of key individuals in a company similar to

the Issuer may cause an obstacle to the proper continuity of the Issuer’s activities, which may have a

negative effect, in the medium or long term, on its results and on its activities as a whole.

b) Market risks:

- Economic risks: All investments involve a certain amount of economic risk. This also applies to

investments in property. The economic crisis has had a negative impact on the property market as a

whole. On 30 September 2010, the occupation rate (income-based) of the Issuer's entire property

portfolio had, according to figures provided by experts Winssinger & Associés SA, fallen by 2,73%, from

96,43% on 30 September 2009 to 93,70% on 30 September 2010.

- Risks related to the property market: The level of rents and the profitability of the buildings owned

by the Issuer are strongly influenced by supply and demand in the property freehold and letting markets.

The main risks facing the Issuer relate to the occupation rate of its properties, changes in its rental income

and value of its property portfolio.

c) Risks related to property assets:

- Risks related to rental income: The Issuer is exposed to the risk of loss of rental income related to the

departure of tenants at termination date. The average residual duration of the Issuer’s lease agreements is

in this respect slightly above 6 years, a fact that greatly reduces this risk.

- Risks related to portfolio diversification aspects: When the Issuer was admitted to official listing on

the stock exchange, the CBFA granted the Issuer an exemption on the basis of article 43 of the Royal

Decree of 10 April 1995 on property investment funds with fixed capital, regarding the site at "City-

Nord". The latter indeed represented at that time more than 20% of the Issuer’s total assets.

- Risk of rental vacancies: The occupation rate is always sensitive to the economic climate. The Issuer

actively manages its client base to minimise rental vacancies and to ensure that tenants remain within its

property portfolio. It is not possible, however, to completely eliminate the possibility of a significant

rental vacancy affecting the Issuer.

- Risks of damages: The Issuer is exposed to the risk of major damage occurring in its properties.

- Risk of degradation of properties: The Issuer is exposed to the risk of depreciation of its properties as

a result of wear and tear due to their use by tenants, which may give rise to operational costs.

4

- Risks related to changes in the fair value of investment properties: The Issuer is exposed to the risk

of changes in the fair valuation of its assets, as calculated by independent reports carried out by the

agency Winssinger & Associés SA, which have an impact on the net profits, the intrinsic value per Share

and the debt ratio of the Issuer.

- Risks related to changes in regulations: Changes in regulations, particularly in relation to property

rental, environmental, urban planning and fiscal regulations, and new obligations that may fall to the

Issuer as a result of these, may have an impact on its profitability and on the value of its assets.

- Risks related to mergers, acquisitions, conversions and the sale of property assets: Although the

Issuer has taken certain precautions, it is not impossible that liabilities not stated in the accounts of

companies acquired by the Issuer may have been transferred to the Issuer in the course of merger or

acquisition transactions.

- Risks related to the change of use of properties: If circumstances require a change of use in relation

to a specific property, both the Issuer and the occupants of the property in question may be obliged to

request changes to the permits that have been granted.

- Risks related to potential major works: In time major works may be required on the properties that

make up the Issuer's portfolio.

- Risks related to parties with which the Issuer enters into contracts: As a principal, the Issuer is

obliged to verify whether its suppliers comply with their Social Security (ONSS) contributions and taxes.

- Construction risks and mining risks: The subsoil in the Charleroi region has been extensively

exploited by the coal industry. The properties owned by the Issuer are mostly situated within the

Charleroi region.

d) Financial risks:

- Risks of financial default by tenants: The Issuer is exposed to the risk of financial default by its

tenants.

- Risks related to interest rates: In order to benefit from relatively low short-term rates, the Issuer has

entered into contracts for all its credit facilities at floating rates. The Issuer has covered 63,34% of its

debts by taking out "SWAP"-type contracts with BNP Paribas Fortis SA and Dexia Banque SA. Due to

changes in market interest rates, BNP Paribas Fortis SA or Dexia Banque may not wish to renew the

aforementioned cover. In this case, the Issuer would no longer be obliged to pay premiums, but would

lose its cover.

- Risks related to the Issuer's cash flow: The Issuer is exposed to the risk of a cash shortage resulting

from non-renewal or termination of all or part of its credit agreements and/or non-payment of all or part

of its rents.

2) Risk factors related to the Offering and the Shares

An explanation of the main risk factors related to the Offering and the Shares is provided in chapter 2 of

the Transaction Note. These can be summarised as follows:

a) Liquidity of the Share: The Share market offers relatively limited liquidity. It is not possible to

guarantee neither the existence of a liquid market in the Shares after the Offering, nor that such a market ,

if it does develop, will continue to operate. If a liquid market for the Shares does not develop, the price of

the Shares may be affected.

b) Poor liquidity of the market for Preferential rights: No assurances can be given concerning the

development of a market in Preferential rights. It is possible that this market will have very limited

liquidity. Those acquiring Preferential rights run the risk that the Offering will be cancelled. If the

Offering is cancelled, they will not be able to exercise the Preferential rights that they acquired and they

will not be entitled to any compensation.

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c) Dilution of the Existing Shareholders who do not exercise their Preferential rights: In the context

of the Offering, the Existing Shareholders who do not exercise their Preferential rights or who sell them

will suffer a dilution of their participation percentage in the Issuer.

d) Possibility of future dilution for Shareholders: The Issuer may, in future, decide to increase its

capital through public or private issues of Shares or rights permitting the purchase of Shares and, insofar

as this is allowed by the regulations currently in force, may decide to limit or exclude the Preferential

rights of the Existing Shareholders (which is not allowed under the current rules governing capital

increases by contributions in cash made by a "SICAFI"). If the Issuer should decide to increase its capital

by a significant amount, this could give rise to dilution of the participating interests of all Shareholders.

e) Withdrawal of the Offering – No minimum amount for the Offering: If it is decided to withdraw

the Offering, the Preferential rights will become worthless. Consequently, those investors who have

acquired such Preferential rights will suffer a loss, because the transactions relating to such Preferential

rights will not be cancelled following withdrawal of the Offering and the price paid by the investors to

acquire their Preferential rights will not be repaid to them. No minimum amount has been stipulated for

the Offering. If it is not fully subscribed, the Issuer is entitled to carry out a capital increase for an amount

less than the stated maximum amount. As a result, the funds available to the Issuer at the end of the

Offering and the proceeds of the Offering may be reduced.

f) Volatility affecting the price and yield of the Share: In recent years the financial markets have

undergone significant fluctuations, which have not always been in proportion to the results of officially

listed companies. This volatility may have a significant effect on the price of the Shares for reasons not

linked to the operational performance of the Issuer. The Issue Price should not be considered as

indicative of the market price of the Shares after the Offering.

g) Fall in the price of the Share or the Preferential rights: The sale of a number of Shares or

Preferential rights on the stock market, or the expectation that such sales may occur, may have an

unfavourable impact on the price of the Share or the Preferential rights.

A description of other risk factors is included in chapter 2 of the Registration Document and the

Transaction Note (entitled "Risk factors"). These other risk factors include risks which are specific to

investments in property, risks related to the holding of a minority interest, inflation risk, the risk of the

loss of the SICAFI status, risks related to administrative permits, risks related to soil pollution, risks

related to environmental permits, risks related to asbestos, information technology risks and risks related

to banking counterparties.

2. Approval of the Prospectus by the Belgian Banking Finance and Insurance Commission

The Prospectus consists of the Registration Document, the Transaction Note and this Summary. The

French version of the annual financial report of the Issuer for the financial year 2009/2010 was approved

by the CBFA on 15 November 2010 as a Registration Document. The French version of this Summary

and the Transaction Note were approved on 16 November 2010 by the CBFA. The approval of the

Prospectus by the CBFA, in accordance with article 23 of the Law of 16 June 2006 on public offerings

for investment funds and the admission of investment funds to trading on regulated markets (the "Law of

16 June 2006"), does not include any assessment by the CBFA of the appropriateness or quality of the

transaction nor of the Issuer’s situation.

The Prospectus has been established in accordance with Annexes I and III of the Regulation (EC) n°

809/2004 (the "Regulation") of the European Commission dated 29 April 2004 implementing Directive

2003/71/EC of the European Parliament and the Council dated 4 November 2003 on the prospectus to be

published when securities are offered to the public or admitted to trading and amending Directive

2001/34/EC (the "Prospectus Directive").

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3. General information

The Prospectus has been established to set out in detail the terms of the Offering. Potential investors are

invited to form their own opinion on the Issuer and the conditions of the Offering, including the relevant

opportunities and risks. The summaries and descriptions of legal, statutory or other provisions that are

contained in the Prospectus are given for information purposes and cannot be interpreted as investment,

tax or legal advice for potential investors. Potential investors are invited to consult their own advisers on

legal, tax, economic, financial and other aspects regarding subscription to the New Shares.

In the event of doubt on the contents or meaning of the information set out in the Prospectus, potential

investors are invited to contact a competent person or a person specialising in offering advice on the

purchase of financial instruments. The New Shares have not been recommended by any Federal or local

authority with competence in relation to financial instruments, nor by any supervisory authorities in

Belgium or abroad. Investors are solely responsible for analysing and evaluating the benefits and risks

associated with subscribing to the New Shares.

4. Restrictions applicable to the Offering and to the distribution of the Prospectus

The offering takes the form of a public offering in Belgium and, where applicable, of a private placement

in Scrips for Institutional Investors in certain countries outside the United States. The Offering and the

Prospectus have not been submitted for approval to supervisory bodies or any authority whatsoever

outside Belgium.

Potential investors are invited to carefully examine, and to take into consideration, the restrictions

applicable to the Offering and to the distribution of the Prospectus, as set out in the Transaction Note, and

in particular in chapter 3.3 ("Restriction on the Offering and the distribution of the Prospectus").

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5. Characteristics of the Offering

Issuer : The Issuer, Warehouses Estates Belgium SCA (abbreviated to: WEB SCA) is a

property investment company with fixed capital under Belgian law (SICAFI), whose

activity consists in appreciation of the value of its property assets in the areas of

commercial, semi-industrial and industrial property. It has more than 200 diverse

tenants, ranging from public authorities to international and national companies,

occupying a total built area of more than 250.000 m .

It was admitted to public listing on Euronext Brussels on 1 September 1998, and on

30 September 2010, the Issuer ended its 12th financial year with a significant yield

despite the difficult economic context. On 30 September 2010, its market

capitalisation was 100.631.966,70 .

Name Warehouses Estates Belgium (abbreviated to: WEB)

Legal form Partnership limited by shares (SCA)

Status Property investment fund with fixed capital

governed by Belgian law (SICAFI)

Address 29 avenue Jean Mermoz, B-6041 Charleroi

(Gosselies), Belgium

Telephone +32 71 259 259

Fax +32 71 352 127

E-mail info@w-e-b.be

Company registration 0426.715.074

Number

Date of incorporation 4 January 1985, under the name "Temec"

Date of admission to

listing 1 October 1998 (Euronext Brussels)

Duration Unlimited

Capital 6.700.000 (situation on 30 September 2010)

Share premiums 0 (situation on 30 September 2010)

Reserves 48.516.044,45 (situation on 30 September 2010)

Number of shares 2.302.791 (situation on 30 September 2010)

Shareholders

Number of shares held by

shareholders acting jointly1:

Allocated as follows:

1.Stichting Administratie Kantoor

Valaur2

2. Warehouses Estates Belgium SA

3. Robert Jean Wagner

4. Robert Laurent Wagner

5. Valérie Wagner

1.422.793

1.223.263

610

139.248

28.000

31.672

61,79 %

53,12%

0,03 %

6,05%

1,22%

1,38%

Free float 879.998 38,21 %

1 The joint action concerns the exercise of voting rights

2 SAK VALAUR is held by Mr. Robert, Jean WAGNER (who holds 899.873

certificates), Mr. Laurent Wagner (who holds 27.840 certificates), Mrs. Valérie

Wagner (who holds 27.840 certificates), Mrs. Claire Fontaine (who holds 212.030

certificates) and Mrs Jarmila Schreilova (who holds 55.680 certificates).

8

History of the Issuer Please refer to Chapter 19 of the Registration Document

Statutory Auditor Deloitte SCRL, represented by Mr. Philip Maeyaert

Manager Management of the Issuer is carried out by its manager,

the company Warehouses Estates Belgium SA (WEB SA),

whose registered office is located at 6041 Charleroi

(Gosselies), 29 avenue Jean Mermoz ("the Manager").

The board of directors of the Manager currently consists

of 7 members:

- Mr. Robert, Jean Wagner (Chair of the Board and

Managing Director),

- Mr. Robert, Laurent Wagner (Managing Director),

- Mrs. Valérie Wagner (Executive Director),

- Mrs. Caroline Wagner (Executive Director),

- Mr. Jean-Pierre Gérard (Non-executive Director),

- Mr. Jean-Claude Duchateaux (Non-executive

Director) and

- Mr. Christian Jacqmin (Non-executive Director).

Financial year end 30 September

Depositary Bank Dexia Banque Belgique SA

Property expert Winssinger & Associés SA

A more detailed description of the Issuer is set out in the Registration Document

(particularly in chapters 5 to 12).

Investment policy : The Issuer’s investment policy has been set out by the members of the board of

directors of the Manager to ensure an appropriate diversification of risks. The Issuer

invests primarily in properties with a similar yield to those in the same sector which

are already in its portfolio, and which, as a priority, meet one of the following

criteria: (a) commercial properties (to be built or already built along major traffic

routes; to be built or already built within complexes; to be built or already built in

city centres), (b) semi-industrial properties and (c) office properties. The investment

policy pursued by the Issuer is based on appreciation of the value of its assets for the

benefit of all the shareholders, primarily thanks to the continuing rise in rental

income and the rise in the value of its real estate assets.

A more detailed description of the Issuer's investment policy is set out in the

Registration Document (particularly in chapters 5 to 12 and 19 to 28).

Equity and debt

: On 30 September 2010, the equity of the Issuer was 91.346.933 , compared with

91.388.268 on 30 September 2009. The amount of debt totalled 41.116.519 on

30 September 2010, representing 29,92% of the balance sheet total, compared with

34.427.044 on 30 September 2009, representing 26,47% of the balance sheet total.

More detailed information on the Issuer's equity and debt is set out in chapters 14 to

18 of the Registration Document.

9

Selected financial

information

: The following information comes from the financial statements established in

accordance with the Royal Decree of 21 June 2006 and audited by the statutory

auditor, whose report on the financial year ended on 30 September 2010 is

reproduced in chapter 4 of the Registration Document:

30/09/2008 30/09/2009 30/09/2010 Change

from

30/09/2009

to

30/09/2010

Equity 91.475.563 91.388.268 91.346.933 -0,05 %

Debt ratio 22,22% 26,47% 29,92% + 3,45 %

Occupation rate 94,05% 96,43% 93,70% -2,73 %

Rental income 9.582.702 10.631.164 10.882.636 + 2,37 %

Operating income

before

Portfolio profit/loss

7.954.992 8.654.344 8.677.071 + 0,26 %

Profits available for

distribution (1) (2)

6.945.548 7.921.705 7.499.399 -5,33 %

Net dividend paid 2,25 2,56 2,56 (3)

+ 0 %

Net profit 15.582.968 6.008.328 6.894.130 + 14,74%

Investment value of

the portfolio

122.666.000 132.755.000 140.511.000 + 5,84 %

Fair value of

investment properties

118.033.301 127.318.873 134.858.558 + 5,92 %

Change in gross dividend paid

(1)

Corrected net profit as calculated on the basis of article 7 of the Royal Decree of 21 June

2006 on accounting, annual accounts and consolidated accounts of public property

SICAFs amending the Royal Decree of 10 April 1995 on property SICAFs, where the

obligation to distribute only applies in the case of a positive net profit. (2)

Net profit for the period excluding changes in the fair value of financial securities (set out

under the heading "Other financial charges"), excluding profit/loss on the sale of

investments, excluding changes in the fair value of investment properties and excluding

reductions and write-backs of commercial debtors written off. (3)

Subject to approval by the ordinary general meeting of shareholders on 14 December

2010. (4)

Daily closing price divided by the number of trading days from 1 October to 30 September

of each financial year. (5)

Gross amount per share divided by the average annual share price. (6)

Change in the share price during the financial year plus the gross yield based on the

average share price during the financial year. (7)

Calculated in accordance with the Royal Decree of 21 June 2006 on accounting,

consolidated accounts of public property SICAFs amending the Royal Decree of 10 April

1995 on property SICAFs.

2006 2007 2008 2009 2010

Gross amount per share 2,41 2,47 2,65 3,01 3,01 (3)

Net amount per share 2,05 2,10 2,25 2,56 2,56 (3)

Share price on the closing date 39,80 37,00 35,51 37,84 43,70

Average share price during the year(4)

36,50 38,56 37,63 34,64 39,94

Gross yield on the average share

price during the year (5)

6,61% 6,41% 7,04% 8,69% 7,54%

Gross return not discounted (6)

17,17% -0,63% 3,01% 15,26% 23,03%

Percentage of profits distributed (7)

80,28% 87,1% 87,76% 87,55% 92,48%

10

Distribution of assets as per 30 September 2010

Industrial Commercial Industrial Office Total

Buildings Buildings complexes Buildings

Total area in m2

91.864 m 91.997 m2 71.870m

2 3.543m

2 259.274m

2

Investment value 33.767.000 87.869.000 15.507.000 3.368.000 140.511.000

% share of assets 24,03% 62,54% 11,04% 2,39% 100,00%

Prospects of the

Issuer

: The prospects of the Issuer are set out in detail in chapter 8 of the Transaction Note.

Reason for the

Offering and use

of the proceeds of

the issue

: The Issuer currently has more than 200 tenants (public authorities, national and

international companies), occupying a total built area of more than 250.000 m .

The purpose of the Offering is to increase the funds available to the Issuer for various

investment projects, all of which have the aim of enlarging and diversifying the

Issuer's property portfolio. The net proceeds of the Offering should amount to a total

of 29.224.110 .

To continue its expansion and diversification, the Issuer has namely identified four

projects, although it should be understood that some of these may not be realised and

the Issuer may have to select others. The main characteristics of these projects are set

out in detail in chapter 5 of the Transaction Note :

1) Acquisition and merger of a property company owning 3 property sites;

2) Acquisition and merger of a property company owning a single building;

3) Acquisition and merger of a property company owning 2 property sites;

4) Investments of 11.000.000 in "retail" assets held in portfolio by the Issuer.

Subscription

arrangements

: The period of subscription (the "Subscription period") will be open from 17

November 2010 to 1 December 2010 inclusive. The Offering is not subject to any

possible extension.

Subscription to the new shares that will be issued within the framework of the

Offering (the "New Shares") is reserved, as a priority, for holders of existing shares

(the "Existing Shares") in the Issuer (the "Existing Shareholders") and to persons

who have acquired preferential subscription rights attached to the Existing Shares

(the "Preferential rights") during the Subscription period, who may consequently

subscribe to New Shares on an irrevocable basis, at a rate of 3 New Shares for each 8

Existing Share held.

Those Existing Shareholders who will not have made use of their Preferential right

by the end of the Subscription period, i.e. at the latest on 1st December 2010, will no

longer be able to make use of it after that date. Preferential rights which are not

exercised will be represented by scrips ("Scrips"), which will be offered for sale by

the Lead Manager to Belgian and European institutional investors (insofar as such

investors satisfy the definition of "qualified investors", as defined in article 10 of the

Law of 16 June 2006, supplemented by the Royal Decree of 26 September 2006 on

the extension of the definition of qualified investors and the definition of institutional

or professional investors and, with respect to the other Member States of the

European Economic Area, investors satisfying the definition of "qualified investors"

set out in article 2.1.e) of the Prospectus Directive, as transposed in the Member State

in question ("Institutional Investors")), through an accelerated private placement in

the form of a book-building. The private placement of the Scrips will take place as

soon as possible after the end of the Subscription Period, and in principle on 3

December 2010. The purchasers of Scrips will have to subscribe to the New Shares

that are still available at the same price and in the same proportions as their

subscriptions by means of Preferential rights.

The results of the subscriptions by means of Preferential rights or by means of Scrips

will be published in the Belgian financial press on 4 December 2010. If the net

proceeds of the sale of Scrips divided by the total number of Preferential rights not

11

exercised is less than 0,05 per Script, it will not be distributed to the holders of

Preferential rights not exercised, but transferred to the Issuer. The amount allocated

to the holders of Preferential rights that are not exercised will also be published in the

Belgian financial press on 4 December 2010.

A more detailed description of the subscription arrangements is set out in chapter 7

of the Transaction Note.

Classes of

potential

investors

: The Preferential rights are allocated to all of the Issuer’ Existing Shareholders. The

following may subscribe to New Shares: (i) the initial holders of Preferential rights;

(ii) those with Preferential rights who have acquired them on Euronext Brussels or by

private purchase (over-the-counter); or (iii) Institutional Investors who have acquired

Scrips within the framework of an accelerated private placement as described above.

Bank Counter : Subscription applications may be submitted free of charge to the Lead Manager,

either directly or via any other financial intermediary. Investors are invited to

research any charges that may be imposed by other financial intermediaries.

Indicative

timetable for the

Offering

: Publication in the press of the notice required by

article 593 of the Companies Code

9 November 2010

Fixing of the issue price for the Offering, the

subscription ratio and the amount of the Offering

16 November 2010

Decision by the board of directors to increase the

capital within the limits of the authorised capital

16 November 2010

Press release on the Offering (Issue Price,

subscription ratio and amount of the Offering)

16 November 2010

Detachment of coupon number 12 representing the

Preferential right

17 November 2010

Detachment of coupon number 13 for the dividend for

the financial year ended on 30 September 2010

17 November 2010

Availability of the Prospectus (with Issue Price) 17 November 2010

Opening of subscriptions with Preferential rights 17 November 2010

Closing of subscriptions with Preferential rights 1 December 2010

Press release on the results of the Offering with

Preferential rights

3 December 2010

Accelerated private placement of Preferential rights

not exercised, in the form of Scrips

3 December 2010

Allocation of Scrips and subscriptions on the basis of

these

3 December 2010

Publication in the financial press of the results of the

subscription by means of Preferential rights and by

means of Scrips and the results of the sale of Scrips

4 December 2010

Payment of the Issue Price by the subscribers 8 December 2010

Confirmation of the capital increase 8 December 2010

Delivery of the New Shares to the subscribers 8 December 2010

Admission to trading of the New Shares on Euronext

Brussels

8 December 2010

Payment of to trading rights not exercised 9 December 2010

12

Revocation and

suspension of the

Offering

: The Issuer reserves the right to revoke or suspend the Offering, after the beginning of

the Subscription Period, if an event occurs that would permit the Lead Manager to

terminate his undertaking under the terms of the Underwriting Agreement, provided

such an event could significantly compromise the success of the Offering or trading

in the New Shares on Euronext Brussels. If the Offering is not fully subscribed, the

Issuer reserves the right to carry out a capital increase for a smaller amount.

A more detailed description of the conditions for revocation and suspension of the

Offering is set out in chapter 7.1.2, 7.1.6 and 7.1.7 of the Transaction Note.

Issue Price : The issue price ("Issue Price") of the New Shares has been fixed on 16 November

2010 by the Manager, by agreement with the Lead Manager, prior to opening the

subscription. The Issue Price has been set at 35,00 per New Share, and this price

applies to all investors, whether they are Institutional Investors or not.

Stabilisation : No stabilisation will be carried out at the instigation of the Issuer and no over-

allotment option has been provided.

Lead Manager : Petercam SA, a public limited liability company governed by Belgian law, having its

registered office at 1000 Brussels, Place Sainte Gudule 19, registered with the

Crossroads Bank for Enterprises under number 0451.071.477

Underwriting

Agreement

: Under the terms of the Underwriting Agreement between the Issuer and the Lead

Manager (which will be concluded after the private placement of Scrips), the Lead

Manager will undertake, in accordance with the terms of the Underwriting

Agreement, to subscribe to New Shares, depending on the number of subscriptions by

investors during the Subscription Period. The New Shares will be subscribed by the

Lead Manager with a view to their immediate distribution to the relevant investors,

and guaranteeing payment for the New Shares that have been subscribed during the

Subscription Period, but which have not yet been paid up on the date of the capital

increase ("Soft Underwriting"). This Soft Underwriting does not apply to the New

Shares to which the main shareholders and certain other persons may subscribe in

accordance with their undertakings.

The Issuer should, in the Underwriting Agreement, make certain declarations,

provide guarantees and release the Lead Manager from certain liabilities. The

Underwriting Agreement is also expected to contain a stipulation that, if certain

events occur, including:

(i) suspension of trading on Euronext Brussels, or a significant negative development

in the financial situation or operational activities of the Issuer or in the financial

markets, or any other case of force majeure that occurs after signature of the

Underwriting Agreement; or

(ii) the main shareholders, before the closing of the Subscription Period, have not

exercised all the subscription rights that they had undertaken to exercise, the persons

who have made undertakings to subscribe to not validly subscribe to the

corresponding number of New Shares and/or have not paid the subscription price due

on the date of the capital increase,

the Lead Manager will be entitled, under certain conditions and after agreement with

the Issuer, to terminate the Underwriting Agreement before the realisation of the

capital increase. If this occurs, the investors will be informed by publication in the

Belgian financial press.

13

Lock-up

undertaking

(Lock-up)

: The Underwriting Agreement will stipulate that the Issuer will, as from the date it is

concluded and for a period of 180 calendar days from the closing of the Offering,

unless prior written agreement is received from the Lead Manager, abstain from

issuing or selling shares, options, warrants, convertible securities or other

subscription rights to shares or to the purchase of shares in the Issuer, or from

attempting to alienate or grant these.

Without prejudice to point 7.2.2. of the Transaction Note, the Main Shareholders

have each given an undertaking to the Issuer and to the Lead Manager to not sell any

Existing Shares nor any New Shares that they hold or may come to hold for a period

of 180 calendar days after the Closing Date of the Offering, except (i) in the case of

transfers by the said parties to persons or companies related to them within the

meaning of article 11 of the Companies Code or (ii) where such a transfer takes place

by agreement with the Lead Manager.

Without prejudice to point 7.2.2. of the Transaction Note, VLIM SA, Mr. Thierry

Baleriaux and Mr. Dany Tricot and Mr. Pierre Higuet have each given undertakings

to the Issuer and the Lead Manager to not sell any Existing Shares or any New Shares

that they hold or shall come to hold for a period of 180 calendar days after the

Closing Date of the Offering, except (i) in the case of transfers by the said parties to

their shareholders (namely Mr. Robert, Jean Wagner, Mr. Robert, Laurent Wagner

and Mrs. Valérie Wagner for VLIM) or to persons or companies that are relates to

them within the meaning of article 11 of the Companies Code or (ii) if such a transfer

takes place by agreement with the Lead Manager.

14

Intentions of the

Issuer’s main

shareholders

: The main shareholders have each undertaken towards the Issuer and the Lead

Manager that they will, on the first day of the Subscription Period, exercise the

Preferential rights attached to the Shares in their possession, amounting respectively

in the case of the Promoter and Mr. Robert, Jean Wagner, on the one hand, to a total

subscription amount of 5.400.000 and on the other hand, in the case of the

Manager, to all the Preferential rights in his possession, and that by doing so they

will duly subscribe to New Shares issued by the Issuer within the framework of the

Offering, and make available to the Issuer, in its entirety, the subscription price

corresponding to the number of Preferential rights, in accordance with the

arrangements set out in the Transaction Note.

The Promoter has also undertaken towards the Issuer and the Lead Manager to

transfer, on the last day of the Subscription Period at 17:30 hours, at the unit price

equal to the "VWAP" (i.e. the volume-weighted average price of the Preferential

right throughout the whole Subscription Period), payable within three stock exchange

days from the closing of the Subscription Period, to:

- VLIM SA, as many Preferential rights as are necessary to allow the latter to

subscribe to the capital increase referred to in the Transaction Note for a

total amount of 2.600.000 (including the amount paid for the acquisition

of the Preferential rights);

- Mr. Thierry Baleriaux, as many Preferential rights as are necessary to allow

the latter to subscribe to the capital increase referred to in the Transaction

Note for a total amount of 3.000.000 (including the amount paid for the

acquisition of the Preferential rights);

- Mr. Dany Tricot, as many Preferential rights as are necessary to allow the

latter to subscribe to the capital increase referred to in the Transaction Note

for a total amount of 500.000 (including the amount paid for the

acquisition of the Preferential rights);

- Mr. Pierre Higuet, as many Preferential rights as are necessary to allow the

latter to subscribe to the capital increase referred to in the Transaction Note

for a total amount of 50.000 (including the amount paid for the acquisition

of the Preferential rights).

VLIM SA, Mr. Thierry Baleriaux, Mr. Dany Tricot and Mr. Pierre Higuet have, for

their part, each undertaken towards the Issuer and the Lead Manager to acquire, at the

Volume-Weighted Average Price ("VWAP") and to exercise, on the same day they

are acquired, Preferential rights amounting to a total subscription and acquisition

amount of 2.600.000 (in the case of VLIM), 3.000.000 (in the case of Mr. Thierry

Baleriaux), 500.000 (in the case of Mr. Dany Tricot) and 50.000 (for Mr. Pierre

Higuet) and thereby duly subscribe to New Shares issued by the Issuer within the

framework of the Offering, and to make available to the Issuer, in its entirety, the

subscription price corresponding to the said number of Preferential rights, in

accordance with the arrangements set out in the Transaction Note.

Costs relates to

the issue and the

Offering

: If the Offering is fully subscribed, the gross proceeds of the Offering (namely the

Issue Price multiplied by the number of New Shares) will be of 30.224.110 . The

costs related to the Offering are estimated to amount to approximately 1.000.000

and include, amongst others, the fees payable to the CBFA and to Euronext Brussels,

remuneration for financial intermediaries, the costs of printing and translating the

Prospectus, legal and administrative costs and publication costs. These costs will be

paid by the Issuer.

Dilution

: Detailed information on dilution is set out in chapter 7.10 of the Transaction Note.

15

Admission to

trading

: The Preferential Rights (coupon number 12) will be detached on 17 November 2010

and will be available for trading on Euronext Brussels during the Subscription

Period, namely from 17 November 2010 to 1 December 2010 inclusively. The

request for admission to official listing on Euronext Brussels of the New Shares and

the Preferential rights has been submitted. The admission of the New Shares shall, in

principle, take place on 8 December 2010, and admission of the Preferential rights on

17 November 2010. Like the Existing Shares, the New Shares will be admitted for

official listing under ISIN code BE003734481. The Preferential rights will be

admitted under the code BE-0970121241.

Full payment and

delivery of New

Shares

: Payment for the subscriptions resulting from the exercise of Preferential rights or of

Scrips will take place by debiting the account of the subscriber, the value date being

8 December 2010. The New Shares and the Scrips will be available according to the

subscribers' preference either in dematerialised form or as registered shares.

Articles of

Association and

publicly

accessible

documents

: The Issuer’s Articles of Association are reproduced in Chapter 30 of the Registration

Document; the other documents relating to the Issuer which are available to the

public are detailed in chapter 10 of the Transaction Note.