The convertible bond

Terms and conditions of conversion of the convertible bond   ()

Each bond-holder can ask for his bond or bonds to be converted at any time until 2 July 2003.

This conversion right can only be exercised for a full bond or bonds.

The number of shares delivered when a bond is converted will be equal to the nominal amount of the bond, converted into Belgian francs at the fixed rate of 1 DEM = BF 20.623, divided by the conversion price in force at the time.

The initial conversion price is BF 10,370. After de merger by absorption of GBL by Electrafina on 26 April 2001, the conversion price was adjusted to BF 2,074.
This may be modified in accordance with the terms and conditions described in the issue prospectus. Under no circumstances may the conversion give rise to the allocation of fractions of shares or to a cash adjustment. If several bonds are exercised by one person, the number of shares will be calculated on the basis of the total amount converted by this person.

The right to convert the bond should be exercised through the 'Paying and Conversion Agents' to whom the bond should be presented, accompanied by a duly completed document entitled 'Conversion Notice'

The current 'Paying and Conversion Agents' are:   ()

• Banque Internationale à Luxembourg
  69 Route d'Esch
  L-1470 Luxembourg
• ING Bank (formerly Banque Bruxelles Lambert)
  24 Avenue Marnix
  B-1000 Bruxelles 

Shares resulting from the conversion will be delivered   ()

• For a conversion request submitted before 10.00 a.m. (Brussels time): on the working day (in Brussels) following the delivery of the bond and the completion of the 'Conversion Notice'. 
• For a conversion request submitted after 10.00 a.m. (Brussels time): on the second working day (in Brussels) following the delivery of the bond and the completion of the "Conversion Notice'.

The bond can also be converted into shares on the initiative of the trustee in the situations specified in the terms and conditions of issue.

The current trustee is:   ()

• The Law Debenture Trust Corporation
  Fifth Floor
  100 Wood Street
  London EC2V 7 EX.