Documentation issued by the Board of Directors

On 28 October 2022, or on a later date, the Board of Directors of COFINIMMO SA/NV will decide on the approval of the mergers of RHEASTONE 3 SA/NV, RHEASTONE 4 SA/NV and RHEASTONE 5 SA/NV in the context of the procedure for operations assimilated to a merger by absorption provided for in articles 12:50 et seq. of the Companies and Associations Code ("CAC").

These mergers are part of a simplification of the structure of the group, the aforementioned companies being companies of which all of the shares are held by COFINIMMO SA/NV. By application of the simplified procedure provided for by the CAC, COFINIMMO SA/NV, as the acquiring company, will not issue any shares as a result of this merger and consequently, the shareholder structure will not be modified.

In the context of this procedure, a copy of the draft terms of merger must be communicated to the holders of registered shares at least one month before the merger takes effect, in accordance with article 2:32 of the CAC and each shareholder must be given the opportunity, one month before the merger takes effect, to take notice of the documents set out below, in application of article 12:51, §2 of the CAC :

1° the draft terms of merger ;

2° the annual accounts for the last three financial years of each of the companies involved in the merger and
3° the reports of the administrative bodies and the reports of the statutory auditor for the last three financial years

4° Where the most recent annual accounts relate to a financial year that ended more than six months before the date of the draft terms of merger, interim figures on the state of the assets that were closed no more than three months before the date of the draft terms and which, in accordance with paragraphs 2 to 4 of article 12:51, §2 of the CAC and the half-yearly financial report referred to in Article 13 of the Royal Decree of 14 November 2007 on the obligations of issuers of financial instruments admitted to trading on a regulated market

In accordance with article 12:51 §6 of the CAC, one or more shareholders of COFINIMMO that hold 5% of the issued shares are nevertheless entitled to obtain the convening of a general meeting of COFINIMMO, convened in order to decide on the proposed merger.

On 25 August 2021, or on a later date, the board of directors of COFINIMMO will decide on the approval of the mergers of, on the one hand, RHEASTONE 2 CO S. A, DILHOME NV, TEN BERGE NV, BALEN NV, PUTHOF NV, VIADUCSTRAAT NV, POLYSERVE NV and on the other hand of the subsidiaries of RHEASTONE 2 CO NV, namely QUATRO BUILD NV, PROFILIA NV, CURA INVEST NV, MUZIKANTENWIJK NV, RUSTHUIS MARTINAS NV, PLOEGDRIES NV in the context of the procedure for operations assimilated to a merger by absorption provided for in articles 12:50 et seq. of the Companies and Associations Code ("CAC").

These mergers are part of a simplification of the structure of the group, the aforementioned companies being companies of which all of the shares are held by COFINIMMO. By application of the simplified procedure provided for by the CAC, COFINIMMO, as the acquiring company, will not issue any shares as a result of this merger and consequently, the shareholder structure will not be modified.

In the context of this procedure, a copy of the draft terms of merger must be communicated to the holders of registered shares at least one month before the merger takes effect, in accordance with article 2:32 of the CAC and each shareholder must be given the opportunity, one month before the merger takes effect, to take notice of the documents set out below, in application of article 12:51, §2 of the CAC :

1° the draft terms of merger ;

2° the annual accounts for the last three financial years of each of the companies involved in the merger and 3° the reports of the administrative bodies and the reports of the statutory auditor for the last three financial years

3° Where the most recent annual accounts relate to a financial year that ended more than six months before the date of the draft terms of merger, interim figures on the state of the assets that were closed no more than three months before the date of the draft terms and which, in accordance with paragraphs 2 to 4 of article 12:51, §2 of the CAC and the half-yearly financial report referred to in Article 13 of the Royal Decree of 14 November 2007 on the obligations of issuers of financial instruments admitted to trading on a regulated market.

In this case, the most recent annual accounts relate to a financial year that ended less than six months before the date of the draft terms of merger, so that no state of the assets has to be rendered.

In accordance with article 12:51 §6 of the CAC, one or more shareholders of COFINIMMO that hold 5% of the issued shares are nevertheless entitled to obtain the convening of a general meeting of COFINIMMO, convened in order to decide on the proposed merger.

The board of directors of COFINIMMO decided on 16 December 2020 on the approval of the merger of BOLIVAR PROPERTIES in the context of the procedure for operations assimilated to a merger by absorption provided for in articles 12:50 et seq. of the Companies and associations code ("CAC").

This merger is part of a simplification of the structure of the group, BOLIVAR PROPERTIES being a company all the shares of which are held by COFINIMMO and no longer holding any real estate assets. By application of the simplified procedure provided for by the CAC, COFINIMMO, as the acquiring company, will not issue any shares as a result of this merger and consequently, the shareholder structure will not be modified.

In the context of this procedure, a copy of the draft terms of merger must be communicated to the holders of registered shares at least one month before the merger takes effect, in accordance with article 2:32 of the CAC and each shareholder must be given the opportunity, one month before the merger takes effect, to take cognizance of the documents set out below, in application of article 12:51, §2 of the CAC :

1° the draft terms of merger ;

2° the annual accounts for the last three financial years of each of the companies involved in the merger and 3° the reports of the administrative bodies and the reports of the statutory auditor for the last three financial years

4° an accounting statement closed less than three months before the date of the draft terms of merger and drawn up in accordance with paragraphs 2 to 4 of article 12:51, §2 of the CAC and the half-yearly financial report referred to in article 13 of the royal decree of 14 November 2007 on the obligations of issuers of financial instruments admitted to trading on a regulated market

In accordance with article 12:51 §6 of the CAC, one or more shareholders of COFINIMMO who hold 5% of the issued shares are nevertheless entitled to obtain the convening of a general meeting of COFINIMMO called to decide on the proposed merger.