Annual financial report 2013

EXTRACTS FROM THE ARTICLES OF ASSOCIATION

SUMMARY OF CHANGES IN 2013

•

Article 1: replacement twice in the text of this Article of the reference

to the Law of 20.07.2004 concerning certain forms of collective

management of investment portfolios, by a reference to the Law of

03.08.2012 concerning certain forms of collective management of

investment portfolios.

•

Article 6.3, paragraph 2: renewal of the authorisation given to the

Board of Directors, for a period of five years as from the publication

of the Extraordinary General Meeting of 05.12.2013, to acquire, pledge

and dispose of (even off-exchange) Cofinimmo’s own shares on

behalf of the company.

•

Articles 7 and 20: removal of the references made to bearer shares.

CAPITAL

Article6, Point 2 - Authorised capital

The Board of Directors is empowered to increase share capital in one or

several tranches up to a maximum amount of seven hundred and nine-

ty-nine million Euros (€799,000,000) on the dates and according to the

procedures to be decided by the Board of Directors, in accordance with

Article 603 of the Company Code. In the case of a capital increase accom-

panied by the payment or entry in the accounts of a share premium, only

the amount assigned to the capital will be subtracted from the remaining

available amount of the authorised capital.

This authorisation is granted for a period of five years from the date

of publication in the annexes of the Belgian Official Gazette (Moniteur

Belge/Belgisch Staatsblad) of the minutes of the Extraordinary General

Shareholders’ Meeting of 29.03.2011.

For any capital increase, the Board of Directors fixes the price, the share

premium, where appropriate, and the issue conditions for new shares,

unless a decision on these elements is taken by the General Shareholders’

Meeting itself.

Share capital increases which are thus decided by the Board of Directors

may be carried out by subscription in cash or by non-cash contributions,

provided that the legal provisions are respected, or by incorporation of

reserves or the share premium account, with or without the creation of

new shares, and increases may give rise to the issue of Ordinary Shares

or Preference Shares or shares with or without voting rights. These capital

increases may also be carried out by the issue of convertible bonds or sub-

scription rights - whether attached to another security or not - which can

give rise to the creation of Ordinary Shares or Preference Shares or shares

with or without voting rights.

The Board of Directors is entitled to abolish or limit the preference subscrip-

tion right of the shareholders, including in favour of specific people other

than staff members of the company or its subsidiaries, provided that an

irreducible allocation right is granted to the existing shareholders at the

time of the allocation of the new shares. This irreducible allocation right

must meet the conditions laid down by the Sicafi/Bevak legislation and

Article6.4 of the Articles of Association. It does not need to be granted in the

case of a cash contribution under the distribution of an optional dividend,

in the circumstances provided for in Article6.4 of the Articles of Association.

Share capital increases by non-cash contribution are carried out in accord-

ance with the conditions laid down by the Sicafi/ Bevak legislation and the

conditions provided for in Article 6.4 of the Articles of Association. Such

contributions may also relate to the dividend right in the context of the

distribution of an optional dividend.

Notwithstanding the authorisation given to the Board of Directors in

accordance with the foregoing, the Extraordinary General Shareholders’

Meeting of 29.03.2011 expressly authorised the Board of Directors to carry

out one or more capital increases in the event of a takeover bid, in accord-

ance with the provisions of Article 607 of the Company Code and subject

to compliance, where appropriate, with the irreducible allocation right pro-

vided for under the Sicafi/Bevak legislation. Capital increases carried out

by the Board of Directors by virtue of the said authorisation will be scored

against the remaining available capital within the meaning of this Article.

This authorisation does not restrict the powers of the Board of Directors to

undertake operations using authorised capital other than those referred to

by Article607 of the Company Code.

Where capital increases decided in accordance with these authorisations

involve a share premium, the amount thereof, after charging any expenses,

will be allocated to an account not available for distribution known as

“Share premium account” which will constitute, like the capital, the guaran-

tee of third parties and may not be reduced or annulled except by decision

of the General Shareholders’ Meeting deliberating according to the condi-

tions of quorum and majority required for reducing the capital, subject to

its incorporation in the capital.

Article6, Point 3 – Acquisition, pledge and disposal of own

The company may acquire or pledge its own shares subject to the condi-

tions laid down by the Law. It is authorised to dispose of shares, on or off

the stock market, under the conditions laid down by the Board of Directors,

without prior authorisation of the General Shareholders’ Meeting. The Board

of Directors is specially authorised, for a period of three years from the

date of publication of the Extraordinary General Shareholders’ Meeting

of 29.03.2011, to acquire, pledge and dispose of, on behalf of Cofinimmo,

the own shares of the company without a prior decision by the General

Shareholders’ Meeting, where this acquisition or this disposal is necessary

in order to prevent serious and imminent harm to the company

Furthermore, during a period of five years following the publication of the

General Shareholders’ Meeting of 05.12.2013, the Board of Directors may

acquire, pledge and dispose of (even off-stock exchange), on behalf of

Cofinimmo, the own shares of the company at a unit price that may not be

less than eighty-five per cent (85%) of the closing market price on the day

preceding the date of the transaction (acquisition, disposal and pledge)

and that may not be more than one hundred and fifteen per cent (115%) of

the closing market price on the day preceding the date of the transaction

(acquisition, pledge) whereby Cofinimmo may at no time hold more than

ten per cent (10%) of the total issued shares.

The authorisations referred to above include the acquisitions and dispos-

als of company shares by one or more direct subsidiaries of this company,

within the meaning of the legal provisions relating to the acquisition of

shares in their parent company by subsidiary companies. The authorisa-

tions referred to above cover both Ordinary Shares and Preference Shares.

Article6, Point 4 - Capital increases

All capital increases will be carried out in accordance with Articles 581 to

609 of the Company Code and the Sicafi/Bevak legislation.

In the event of a capital increase by contribution in cash by decision of

the General Shareholders’ Meeting or in the context of the authorised

capital as provided for in Article 6.2, the preference subscription right of

shareholders may be limited or abolished only on the condition that an

irreducible right of allocation is granted to the existing shareholders upon

The authorisation of three years given to the Board of Directors to acquire, pledge ou dispose of own shares in order to prevent serious and imminent harm to the company was not

renewed by the Extraordinary General Shareholders’ Meeting of 05.12.2013.

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Extracts from the Articles of Association

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