Annual financial report 2013

Article 18 of the Royal Decree of 07.12.2010 states special provisions where

one of the persons referred to in this Article (Director or shareholder of a

subsidiary of the public or institutional Sicafi/Bevak, etc.) acts as counter-

party in an operation with the Sicafi/Bevak or a company it controls.

This namely concerns situations where the company would have to con-

duct transactions with the following partners: Foncière Atland, AB InBev,

Senior Assist and Cordeel. These companies hold participating interests

in certain subsidiaries of Cofinimmo and could therefore benefit from

patrimonial advantages contrary to the interests of the shareholders of

Cofinimmo. When an operation is planned with one of these partners, the

company first informs the FSMA, in accordance with Article 18 §1 of the

Royal Decree on Sicafis/Bevaks, by establishing that the planned opera-

tion is of interest for the shareholders of Cofinimmo, fits in its investment

policy and is realised with respect to market conditions.

The company applied Article 18 of the Royal Decree on Sicafis/Bevaks in

relation to the optional dividend in shares, since some company Directors

held Cofinimmo shares. During this operation, the issue price of an ordi-

nary share and the discount were fixed in accordance with market con-

ditions (average price of the ordinary share during a reference period,

less the net dividend for the ordinary share, and a discount that could not

exceed 10%).

The company also applied Article 18 of the Royal Decree on Sicafis/Bevaks

within the context of the simplification of the Group structure in the

Netherlands. The company Pubstone SA/NV concluded with InBev Belgium

SA/NV and InBev Nederland BV different agreements related to the transfer

of shares of Pubstone Holding BV, which became Pubstone Properties BV.

During this operation, the price of the shares bought and sold was fixed

based on the intrinsic value of Pubstone Holding BV at 30.06.2013.

AGREEMENTS CONCERNING SHAREHOLDER

REPRESENTATIVES

The main shareholders may be designated as members of the Board of

Directors as representatives of a shareholder. Only a participating interest

of 3% (within the meaning of the Law of 02.05.2007 on the disclosure of

important participations) in the capital of Cofinimmo gives a right to be a

candidate Director. A Director representing a shareholder whose partic-

ipation in the company capital decreased, on a lasting basis, below the

3% threshold may end his term of office but may not renew his term as

Director representing a shareholder. Once appointed, a Director is asked to

end his term, except in case of importants structural changes.

CODE OF CONDUCT

The company’s Code of Conduct explicitly stipulates that the members of

the Company Bodies and of the Personnel undertake to refrain from seek-

ing from third parties, and to refuse, any remuneration, in cash or in kind, or

any personal advantage offered by reason of their professional association

with the company.

ACQUISITION & SALE OF COFINIMMO SHARES (INSIDER TRADING)

In accordance with the principles and values of the company, Cofinimmo

has inserted in its Code of Conduct the rules (Dealing Code) to be followed

by Directors and Designated Persons wishing to negotiate financial instru-

ments issued by Cofinimmo and its subsidiaries. In particular, this Dealing

Code prohibits them from buying and selling Cofinimmo shares during a

period starting the day after each quarterly closing and the day (included)

of the publication of the yearly, half-yearly or quarterly results. With

respect to the implementation of the Belgian Corporate Governance Code

within Cofinimmo, the rules of the Code of Conduct are in line with the

Royal Decree of 05.03.2006 relating to insider trading, the fair presentation

of investment recommendations and the indication of conflicts of interest.

JUDICIAL AND ARBITRATION PROCEDURES

The Executive Committee of Cofinimmo SA/NV declares that there is no

government intervention, proceeding or arbitration procedure against

Cofinimmo that may have a significant influence, or may have had such

an influence in the recent past, on the financial position or profitability of

the Sicafi/Bevak and that, as far as is known, there are no situations or

facts that could give rise to such a government intervention, proceeding

or arbitration procedure.

COMPLIANCE OFFICER

Mrs. Françoise Roels, Secretary General & Group Counsel, is the

Compliance Officer of Cofinimmo. Her duties consist of ensuring that the

Code of Conduct and, more generally, all prevailing laws and regulations

are observed. She also has the role of Risk Manager within the Executive

Committee, being responsible for identifying and managing events poten-

tially affecting the organisation.

RESEARCH AND DEVELOPMENT

The Cofinimmo Group did not carry out any research and development

activity during 2013, except for the construction and large-scale ren-

ovation projects which are mentioned in the chapter “Transactions and

Performances in 2013” of this Annual Financial Report.

POWER OF REPRESENTATION

The company is validly represented in all acts and all obligations with regard

to all third parties or authorities, public or private, by two Directors acting

jointly: either, within the limits of the authorisations granted to the Executive

Committee, by two members of this Committee acting jointly, or, within the

limits of the day-to-day management, by two people delegated to this man-

agement acting jointly.

In any act of disposal relating to a property, the company must be repre-

sented by two Directors acting jointly, except in the case of transactions

relating to an asset with a value below the threshold fixed for this purpose

by the Sicafi/Bevak legislation, i.e. 1% of the consolidated assets of the com-

pany or €2.5 million, whichever is the lower, in which case the company

will be validly represented by one Director acting alone. Use may be made,

however, of a special delegation of powers in favour of one person: such

delegations of powers must occur under the direct ex ante and ex post

control of the Board of Directors, provided that the following cumulative con-

ditions are met, i.e.:

•

the Board of Directors must exercise effective control over the acts/

documents signed by the special authorised representative(s) and

must put in place an internal procedure related to both the content

and the frequency of the control;

•

the power of attorney may cover only a clearly specified transaction

or a group of definitively defined transactions (it is not sufficient for

the transaction or group of transactions to be determinable). General

powers of attorney are not authorised;

•

the relevant limits (for example as regards the price) must be

indicated in the power of attorney itself and the power of attorney

must be subject to a time limit, i.e. to the period of time necessary to

complete the operation.

A specific delegation of powers is also organised by the Executive

Committee under the notarial act of 18.02.2014, published in the Belgian

Official Gazette (Moniteur belge/Belgisch Staatsblad) of 06.03.2014 under

the numbers 2014-03-06/0056417 (FR) and 2014-03-06/0056418 (NL), for

the leases, works, loans, borrowings, credit facilities and collaterals, infor-

mation and communication technologies, human resources, tax man-

agement, hedging operations, fund transfer operations and insurance

operations.

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Corporate Governance Statement \

Management Report