SOURCE: RHJ International SA

October 23, 2007 11:38 ET

RHJ International: Background to Dematerialisation of RHJI Shares

BRUSSELS, BELGIUM--(Marketwire - October 23, 2007) -



On September 18, 2007, the Board of Directors of RHJ International ("RHJI") approved an amendment to the Articles of Association (see Appendix 1) to permit the dematerialisation of RHJI shares, pursuant to a Belgian law issued on December 14, 2005 on the suppression of bearer securities (as amended) (the "2005 Law"). As of January 1, 2008, RHJI may not issue shares in bearer form, which must instead be in dematerialised form or registered form.

In practice, any new RHJI share will, in the future, be issued in dematerialised form, i.e. directly in book-entry form and booked in a securities account held with financial institutions participant (the "Participants") to the clearing system maintained by Euroclear Belgium (the "Euroclear Belgium System").

As to the 85,545,547 RHJI shares outstanding (which are all bearer shares), the vast majority are deposited (through several global certificates) into the Euroclear Belgium System and booked on securities accounts held with Participants. Bearer shares booked on a securities account held with Participants of the Euroclear Belgium System will be automatically converted into dematerialised shares on January 1, 2008. No cost may be incurred by the holder of the shares upon such conversion. Conversion will not affect the corporate rights of holders. In practice, shareholders will continue to interface with the financial institution with which they maintain their securities account. Bearer shares that are booked on securities accounts held with Participants after January 1, 2008 will be automatically converted into dematerialised shares upon deposit into such securities accounts.

Holders of U.S. restricted depositary shares ("RDS") issued by the Bank of New York Mellon ("BNY") will not be affected. The RHJI shares underlying the RDS are booked on a securities account with ING Belgium, as custodian for BNY and a Participant in the Euroclear Belgium System, and will be automatically converted into dematerialised shares. As from January 1, 2008, upon a withdrawal by a RDS holder of underlying RHJI shares, only dematerialised shares will be delivered (i.e. through a book-entry transfer on a securities account to be designated by the RDS holder).

A small number of RHJI shares are held outside the Euroclear Belgium System and, pursuant to the 2005 Law, must be converted from bearer form. Holders of shares held outside the Euroclear Belgium System should refer to Appendix 2.


RHJ International (Euronext: RHJI) is a diversified holding company focused on creating long-term value for its shareholders by acquiring and operating businesses in attractive industries. For further information visit www.rhji.com.

Arnaud Denis Investor Relations Director

RHJ International Tel. +32 2 643 60 13 http://www.rhji.com investor-relations@rhji.com





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