List of Qualifying Investors

Pursuant to Article 5, §3 and §3/1 of the SIC, Professional Investors (as defined below) are Qualifying Investors, subject to restrictions or extensions as determined by royal decree.

For purposes of the definition of Qualifying Investors, "Professional Investors" means the professional clients listed under Annex A to the royal decree of 3 June 2007 concerning further rules for implementation of the directive on markets in financial instruments (the "MiFID I RD") and the eligible counterparties in the meaning of Article 3, §1 of the MiFID I RD. As from 3 January 2018, the MiFID I RD has been abrogated by the new royal decree of 19 December 2017 concerning further rules for implementation of the directive on markets in financial instruments (the "MiFID II RD"). The list of Professional Investors as included in the MiFID II RD is as follows:

(a) entities that must be licensed or regulated to be active on the financial markets. The below list should be seen as a list of all licensed entities that perform the typical tasks of these entities: entities licensed by a member state on the basis of a directive, entities licensed by a member state or that is regulated by a member state, not on the basis of a directive, and entities licensed by a third country or that are regulated by a third country:

(i) credit institutions;

(ii) investment firms;

(iii) other licensed or regulated financial institutions;

(iv) insurance companies;

(v) collective investment undertakings and their management companies;

(vi) pension funds and their management companies;

(vii) traders in commodities futures and derivated instruments (handelaren in grondstoffen en grondstoffenderivaten / intermediaries en matières premières et instruments dérivés sur celles-ci)

(viii) local companies ("locals");

(ix) other institutional investors;

(b) large companies other than those contemplated in item (a) above, that satisfy at least two of the following three criteria, on individual basis:

(i) balance sheet total of EUR 20 million;

(ii) net turnover of EUR 40 million;

(iii) equity of EUR 2 million;

(c) the Belgian state, Communities and Regions, foreign national and regional authorities, public undertakings in charge of the public debt, central banks, international and supranational institutions such as the World Bank, the IMF, the European Central Bank, the European Investment Bank, and other similar international institutions;

(d) other institutional investors of whom the main activity is the investment in financial instruments, in particular entities in relation to assets securitisation and other financing operations.

The Royal Decree of 26 September 2006 (as amended by the Royal Decree of 26 September 2013) has further modified the definition of Professional Investors for the purposes of the definition of Qualifying Investors as follows:

(a) other legal persons than those listed in paragraphs (a) to (d) above may request to be recognised as Qualifying Investors by the Belgian FSMA, which will be included in the register of qualifying investors held by the Belgian FSMA following a duly completed explicit request;

(b) private individuals are not considered as Professional Investors for purposes of the definition of Qualifying Investors; and

(c) Professional Investors that have elected to be treated as non-Professional Investors under the MiFID II RD are still considered as Professional Investors for purposes of the definition of Qualifying Investors under the UCITS Act.