209 / 220
THE “FISCALE BELEGGINSTELLING” (FBI)
The main characteristics of the Fiscale Beleggingsintelling regime are as
follows:
•
only public limited companies, limited liability companies and mutual
funds can be considered as FBIs;
•
the FBI’s statutory purpose and actual operations may only involve the
investment of assets;
•
investments which consist of fixed assets may be financed by
external capital up to no more than 60% of the book value of the
fixed assets;
•
all other investments may be financed by external capital up to no
more than 20% of the book value of these investments;
•
at least 75% of shares or ownership interests in an unlisted FBI must
be held by natural persons, entities not subject to income tax and/or
publicly traded investment companies;
•
natural persons may not directly or indirectly own 5% or more of the
shares or ownership interests in an unlisted FBI;
•
entities established in the Netherlands may not own 25% or more of the
shares or ownership interests in an unlisted FBI through non-resident
companies or funds;
•
FBI profits are subject to a 0% corporate tax rate;
•
the share of the FBI’s profits that can be distributed must be paid to
the shareholders and other beneficiaries within eight months following
the close of each financial year.
Cofinimmo does not have the FBI status in the Netherlands for Pubstone
Properties and its subsidiaries, but it does have the FBI status for its sub-
sidiary Superstone.
SHARE CAPITAL
ISSUED CAPITAL
The capital is fully paid-up.
SHARE CAPITAL
The shares have no par value.
SCHEDULE OF CHANGES
The history of the share capital changes before 2013 can be consulted in the 2012
AnnualFinancialReportaswellasinTitleVIIIofthecompany’sArticlesofAssociation.
These documents are available on the website of the company
(www.cofinimmo.com).
Changes in 2013
Date of the transaction
31.03.2013
06.06.2013
30.06.2013
30.09.2013
31.12.2013
Type of transaction
Situation at
31.12.2012
Conversion
preference
shares Q1 2013
Contribution
in kind of
dividend rights
Conversion
preference
shares Q2 2013
Conversion
preference
shares Q3 2013
Conversion
preference
shares Q4 2013
Situation at
31.12.2013
Amount (€) of share
capital
+28,367,771.12
Issue price (€)
82.875
Amount (€) of the net
contribution to the
shareholders’ equity
1
+15,503,104.63
Number of ordinary
shares
+50
+529,362
+84
+581
Total number of
ordinary shares after
the transaction
16,423,925
16,423,975
16,953,337
16,953,421
16,953,421
16,954,002
16,954,002
Number of preference
shares COFP1
-50
Total number of
preference shares
COFP1 after the
transaction
395,198
395,148
395,148
395,148
395,148
395,148
395,148
Number of preference
shares COFP2
-84
-581
Total number of
preference shares
COFP2 after the
transaction
294,199
294,199
294,199
294,115
294,115
293,534
293,534
Total number of
preference shares
after the transaction
689,397
689,347
689,347
689,263
689,263
688,682
688,682
Total share capital
after the transaction
917,079,045.11
917,079,045.11
945,446,816.23 945,446,816.23 945,446,816.23 945,446,816.23
945,446,816.23
1
According to the accounting rules for the Sicafis/Bevaks under Belgian Law.
\ 203
Share Capital
\ Standing Document