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SHAREHOLDER STRUCTURE
1
(at 31.12.2013)
Number of
ordinary shares
%
Number of
preference
shares
%
Total number of
shares
(voting
rights)
%
Number of shares issued
16,954,002 100.00
688,682 100.00
17,642,684 100.00
Cofinimmo Group (own shares)
2
48,917
0.29
0
0.00
48,917
0.28
Free Float
3
16,905,085 99.71
688,682 100.00
17,593,767
99.72
The Board of Directors declares that the above-mentioned shareholders
do not have different voting rights.
1
Situation based on the shareholding notifications received in accordance with the Law of 02.05.2007. Any modifications notified since 31.12.2013have been published according to the
provisions of the above-mentioned Law and can be consulted on the company’s website
www.cofinimmo.com.
2
The voting rights attached to the own shares held by the Cofinimmo Group are suspended.
3
This calculation of the free float, generally used by Euronext, includes all shareholders who individually hold less than 5% of the capital.
DECISION-MAKING BODIES
BOARD OF DIRECTORS
Current composition
According to the general principles governing the composition of the
Board, as adopted on a proposal by the Nomination, Remuneration and
Corporate Governance Committee, the Board comprises 12 Directors, of
which (i) eight Non-Executive Directors, six of whom are Independent
within the meaning of Article 526ter of the Company Code, and two of
which represent shareholders, and (ii) four Executive Directors (members
of the Executive Committee).
The Directors are appointed for a maximum of four years by the sharehold-
ers at the General Shareholders’ Meeting and may be dismissed by the
same at any time. They are re-electable.
The Independent Directors strictly comply with the independence criteria
set out in Article 526ter of the Belgian Company Code and Appendix A of
the 2009 Corporate Governance Code.
The Board meets a minimum of eight times a year. Exceptional circum-
stances may necessitate the Board holding one or more additional meet-
ings. In 2013, the Board met on ten occasions. Before the meeting, each
Board member receives the documents containing the proposals of the
Executive Committee on which he/she must decide. In the event of a vote,
decisions are taken by simple majority. In the event of a tie, the Chairman
has the casting vote.
Under the Law of 28.07.2011 on ensuring the presence of women on the
Boards of Directors of listed companies, the Board of Directors has exam-
ined the future evolution of its composition so that at least one third of
the Board members are of the opposite sex from the other members at
the due date fixed by this Law. The Board of Directors established a very
concrete action plan concerning the renewal of the terms of office dur-
ing the next three years in order to ensure the appointment of at least
two additional women to the Board before the end of 2016. Cofinimmo
sponsors directly and indirectly the activities of “Women on Board”, a non-
profit organisation, which has as its object the promotion of the presence
of women on Boards of Directors. Mrs. Françoise Roels, member of the
Executive Committee, is one of the founder members of this association.
Renewal and appointment of Directors
The Ordinary General Meeting of 08.05.2013 decided to appoint Mrs. Inès
Reinmann as an Independent Director within the meaning of Article 526ter
of the Company Code to replace Mr. Gilbert van Marcke de Lummen, whose
term of office expired at the end of this Ordinary General Meeting. Her term
of office will run until 10.05.2017.
The Ordinary General Meeting of 08.05.2013 also decided to renew the
terms of office of Mrs. Françoise Roels, as an Executive Director and mem-
ber of the Executive Committee, of Mr. Alain Schockert, as a Director rep-
resenting the shareholder Bank Degroof, and of Mr. André Bergen, as an
Independent Director within the meaning of Article 526ter of the Company
Code. Their terms of office will run until 10.05.2017.
As no terms of offices will expire at the end of the Ordinary General Meeting
of 14.05.2014, the Board of Directors does not intend to propose any term
renewals at the next General Meeting.
Mr. Marc Hellemans expressed his wish to terminate his term of office and
resigned as a member of the Executive Committee and as an Executive
Director of the company effective from 14.03.2014 at the latest. Subject to
his designation by the Board of Directors and the approval of the FSMA,
the Board of Directors will submit the appointment of a new Director at the
Ordinary General Meeting of 14.05.2014. If appointed, his/her term will run
until 09.05.2018.
Finally, subject to the approval of the FSMA and the Ordinary General
Meeting of 14.05.2014, the appointment of Mr. Christophe Demain will be
proposed as a representative of the shareholder Belfius Insurance for a
term of two years. In case of approval by the Ordinary General Meeting, his
term will run until 13.04.2016. At the end of his two-year term, Belfius will
propose a female candidate to the company.
Management Report
/ Corporate Governance Statement
76
/