Annual financial report 2013

Management Report

/ Appropriation of Company Results

The Board of Directors proposes to the Ordinary General Shareholders’

Meeting of 14.05.2014 to approve the annual statements at 31.12.2013, to

appropriate the result as indicated in the table hereafter and to distribute

the following dividends:

•

€6,00 gross, i.e. €4.50 net per ordinary share;

•

€6,37 gross, i.e. €4.78 net per preference share.

The dividend payment dates and modalities are mentioned in the agenda

of the shareholder on page 115. The deduction for withholding taxes

stands at 25%.

At 31.12.2013, the Cofinimmo Group held 48,917 treasury ordinary shares.

The Board of Directors proposes to suspend the right to dividend for the

financial year 2013 of 40,211 own ordinary shares in view of its stock option

plan and to cancel the right to dividend of the remaining 8,706 own ordi-

nary shares. The remuneration of the capital is based on the number of

ordinary and preference shares issued on 31.12.2013. Possible conversions

of preference shares into ordinary shares during the conversion period

from 22.03.2014 to 31.03.2014, the conversion of convertible bonds into

ordinary shares, as well as any sale of ordinary shares held by the Group,

might modify the remuneration of the capital.

As a result of the debt decrease between the beginning and the end of

2013 (€-62.1 million), the company has no obligation to distribute a div-

idend (see the chapter “Company Accounts” of this Annual Financial

Report). However, in accordance with what was proposed in the past,

Cofinimmo wishes to remunerate its shareholders on a regular basis and

will propose a gross dividend of €6.00 per ordinary share for the financial

year 2013. The proposed dividend is in accordance with the provisions of

Article 27 of the Royal Decree of 07.12.2010, in that it exceeds the require-

ment to distribute a minimum of 80% of the net income (again, see the

chapter “Company Accounts” of this Annual Financial Report).

After the proposed remuneration of the capital for the financial year 2013,

i.e. €105.82 million, the total amount of the reserves and the company

result of Cofinimmo SA/NV will stand at €112.01 million whereas the remain-

ing distributable amount in accordance with the provisions of Article 617

of the Company Code will reach €249.43 million (again, see the chapter

“Company Accounts” of this Annual Financial Report).

The 2013 consolidated net current result (Group share) stands at

€104.92 million and the consolidated net result (Group share) at

€58.74 million. The pay-out ratio on the consolidated net current result

(IAS 39 excluded) of €119.21 million amounts to 89% (compared to 86%

for 2012).

APPROPRIATION OF

COMPANY RESULTS

London Tower – Antwerp