COMPAGNIE BELGO-COLONIALE DE CONSTRUCTIONS METALLIQUES S.A.

Constitution

The Compagnie Belgo-Coloniale de Constructions Métalliques was founded on December 28, 1926, on the initiative of Jean-Pierre Buzon; its capital was set at BEF 1,100,000 and represented by 1,200 shares of BEF 500 and 5,000 shares of BEF 100. The registered office was established in Brussels.

In addition, 2,200 sdvwithout designation of valuefounder's shares were created and allocated to Mr. Jean-Pierre Buzon, who distributed them according to his personal agreements, between him and the persons who assisted him in the studies and procedures for the creation of this Company.

The capital was subscribed in cash by the Appellants.

20% of the shares were paid up on subscription, i.e. a total sum of BEF 220,000 was made available to the Company.

First Board of Directors

The number of directors was set, for the first time, at five persons, namely: Jean-Pierre Buzon, Firmin Goetinck, Adolphe Lepreux, Louis Roelants, Louis Tanghe.

Object

Anything related to steel construction in general and, especially, that of frameworks, bridges, etc...

To be able to carry out all acts and transactions of any kind whatsoever which tend to achieve its purpose.

To be able to buy, sell, exchange, rent and lease all movable and immovable property.

To be able also, through direct action, to participate in the creation of new companies, merge, take interests or, by any other means, to take an interest in all commercial and industrial operations in Belgium, the Congo and abroad, directly or indirectly related to its corporate purpose and, in particular, to create in the colony of the Belgian Congo, counters for the sale of building materials (12-(17-18/01-1927)-699).

Changes in capital, event(s), shareholding(s), dividend(s), etc.

The Company had intended to form the project to build its workshops on land close to the port of Ostend. However, as agreement could not be reached with the municipal administration of this locality, the Company applied in July 1927 to the Compagnie des Installations Maritime de Bruges, with which it entered into a contract (21(1928 T2)-1036/37).

1928 - The Company owned a workshop, a warehouse, a building used as an administrative office and an assembly yard of more than 3,000 square meters in the Bruges maritime installations, some 200 meters from the maritime station. A connecting track linked the facilities to the railway network.

The operating results for the 1928 financial year were satisfactory and resulted in a net dividend of BEF 29.25 per share of 500 francs (21(1929 T2)-900/901).

In November 1928, the EGM decided to exchange the existing BEF 100 shares for BEF 500 shares based on one BEF 500 share for five BEF 100 shares.

On the same day, the Company increased its capital by BEF 900,000 to BEF 2 million through the creation of 1,800 new 500 shares at a price of BEF 525, without preferential subscription rights for existing shareholders. These shares were subscribed by the S.C.R.L. Mutuelle Belge ColonialeIts purpose was to ensure the financial service of the Companies of the Compagnie Coloniale Belge group, including : Compagnie Coloniale Belge, Comptoir Belge-Congolais de Matériaux (Belcoma), Compagnie Belgo-Coloniale de Constructions Métalliques, Coloniale Belge du Congo Oriental, and all other companies which were subsequently created or absorbed or in which the Mutuelle Belgo-Coloniale would have been interested; to handle all banking, financial, commercial, industrial, agricultural, forestry, maritime, real estate and other operations, both in Belgian Congo and in Belgium and in all other countries (21-(1928 T2)-1034).at the price of 525 francs, each of which is 20% paid up at the time of subscription, i.e. a sum of 189,000 francs made available to the Company (12-(28-29/11/1928)-15479).

1929 - The order book continued to be adequately filled. Turnover exceeded the 1928 results by 50%. The orders on hand allowed us to look forward with confidence to the results of the following financial year. The situation of the sister companies in Africa, the best customers, is very satisfactory, despite the crisis (21-(1930 T2)- 1197/98).

1930 - The result was satisfactory despite the crisis. Following the orders received in 1929, the turnover was maintained, and the effects of the crisis were only felt in the second half of the year. Despite the difficulties, the Company was able to gather enough orders to keep all its qualified personnel at work (21-(1932 T2)-850).

1931 - The financial, commercial, and industrial crisis seriously reduced the Company's activity. The work carried out was barely 45% of that of 1930. The work of its skilled workers could be maintained. The reduced activity, the depreciation of the stock and the improvements made to the equipment meant that the balance sheet closed with a much-reduced profit (21-(1932 T2)-850).

1932 - Categorically bad. The value of the portfolio was reduced to 1,075,000 francs against 1,600,000 francs last year. The portfolio included almost exclusively holdings in sister companies which are controlling interests and which the Company did not intend to realize. Consequently, it estimated to record them in the balance sheet at their nominal value rate. Following an arrangement with the sister companies, it disposed of BEF 525,000 worth of its portfolio, thereby alleviating its financial situation. The situation remained good, despite the loss of BEF 96,804.16 entered in the balance sheet (21-(1934 T2)-1399).

1933 - The financial year ended, after a portfolio write-down of 575,000 francs, with a loss to be carried forward of BEF 848,146.95 (21-(1934 T2)-1399).

1935 - On 2 April, the EGM decided not to dissolve the company and to reduce the capital by 1,500,000 francs to 500,000 francs for depreciation purposes. This new capital was represented by 1,100 shares. To this end, the Company decided to convert the current shares into shares at the rate of one share for every four old capital shares or twenty-two old founder's shares (12-(21/04/1935)-5147).

Dissolution and liquidation

On October 19, 1936, the EGM decided to dissolve the Company and to proceed to its liquidation (12-(05/11/1936)-15287). The liquidation was completed on April 5, 1938 (12-(25-26/04/1938)-5874).