EN 
 
 
OPINION OF THE EUROPEAN CENTRAL BANK 
of 19 November 2007 
at the request of the Belgian Ministry of Finance  
on a draft royal decree amending the Organic Stat ute of the Nationale Bank van België/Banque 
Nationale de Belgique  
(CON/2007/37) 
 
Introduction and legal basis  
On 19 October 2007 the European Central Bank (ECB)  received a request from the Nationale Bank van 
België/Banque Nationale de Belgique  (NBB), acting on behalf of the Belgian Ministry of Finance, for an 
opinion on a draft royal decree amending Article 4 of the Law of 22 February 1998 establishing the 
Organic Statute of the Nationale Ba nk van België/Banque Nationale de Be lgique (hereinafter the ‘draft 
royal decree’). 
The ECB’s competence to deliver an  opinion is based on Article 105(4) of the Treaty establishing the 
European Community and the third indent of Article 2(1) of Council Decision 98/415/EC of 29 June 1998 
on the consultation of the European Central Bank by  national authorities regarding draft legislative 
provisions1, as the draft royal decree concerns the NBB.  In accordance with the first sentence of 
Article 17.5 of the Rules of Procedure of the Europ ean Central Bank, the Governing Council has adopted 
this opinion. 
 1.
  Purpose of the draft royal decree  
The draft royal decree amends the Law of 22 February  1998 to allow for the conversion of NBB’s bearer 
shares into dematerialised shares from 1 January 2 008 onwards. More specifically, Article 4, which 
currently provides that NBB’s shares not  subscribed by the Belgian State are held as registered or bearer 
shares, will be amended to allow such shares to also be held in a dematerialised form. In addition, under 
the draft royal decree, second and third indents are a dded to Article 4. The second indent specifies that 
bearer shares which have alread y been issued and held on securities accounts on 1 January 2008 will be 
converted into dematerialised shares on this da te. From 1 January 2008, other bearer shares will 
automatically be converted into dematerialised shares as they are booked onto securities accounts. The 
third indent provides that ‘apart from those belonging to  the State, shares can be converted into registered 
shares or dematerialised shares, at no cost, at the option of the owner’.  
                                                 
1  OJ L 189, 3.7.1998, p. 42.  
2 These changes are necessary due to Article 5 of the Law of 14 December 2005 abolishing bearer 
securities under which listed bearer securities issued  by companies incorporated under Belgian law and 
held on securities accounts are automatically conve rted into dematerialised securities from 
1 January 2008. In addition, by virtue of Article  6 of the Law of 14 December 2005, the corresponding 
companies must amend their articles of incorporati on accordingly and take the appropriate steps with 
securities settlement institutions in order to comply with Article 468, fourth indent of the Companies 
Code.  
As a limited liability company incorporated under Belg ian law with part of its capital represented by 
transferable bearer or registered sh ares (the rest being non transferable and held by the State in registered 
form), the NBB falls within the scope of the above -described requirements. However, the NBB’s articles 
of incorporation can only be changed after Article  4 of the Law of 22 February 1998 is amended. 
Therefore, the changes proposed by the draft royal decree are a prerequisite for the due implementation 
by NBB of the Law of 14 December 2005. 
It should be noted that, since NBB’s transferable shares are listed and traded on the Brussels Stock 
Exchange, there is a requirement that they are held at  the domestic Central Security Depository, i.e. the 
Caisse Interprofessionnelle de dépôts et de virements de titre /Interprofessionele effectendeposito- en 
girokass , pursuant to Article 6.1 of the Royal Decree of 12 January 2006 relating to dematerialised 
corporate securities. 
 2. General observations  The ECB understands that the draft royal decree contains  changes of a merely technical nature, since it 
allows the adaptation of NBB’s articles of inco rporation to the requirements of the Law of 
14 December 2005, and that the proposed amendment of  NBB’s articles of incorporation does not change, 
nor does it purport to change the existing composition of the shareholding of the NBB. Therefore, from the ECB’s perspective, the proposed amendment do es not give rise to any particular observations. 
Reference should be made to ECB Opinion CON/ 2005/43 of 3 November 2005 at the request of the 
Belgian Ministry of Finance on a draft law abo lishing bearer securities and a draft royal decree 
concerning dematerialised corporate securities, which established the dematerialisation regime 
implemented by the draft royal decree.  
 This opinion will be published on the ECB’s website.   Done at Frankfurt am Main, 19 November 2007. 
[signed] 
 
The President of the ECB 
Jean-Claude TRICHET