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STOCK OPTION PLAN
The members of the Executive Committee and the management benefit
from a stock option plan as explained on pages 87 and 88. In the event of
a merger, (partial) demerger or division of shares of the company or other
similar transactions, the number of outstanding options at the date of this
transaction and their respective exercise prices may be adapted in line
with the exchange rate applied to the existing company shares. In that
case, the Cofinimmo Board of Directors will determine the precise condi-
tions for this adaptation. In the event of a change in control, the accepted
options are deemed to be immediately and fully acquired and become
exercisable with immediate effect.
AUTHORISED CAPITAL
The Board of Directors is empowered to increase the share capital in
one or more tranches up to a maximum amount of €799,000,000.00 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. This
authorisation is granted for a period of five years from the publication
dated 11.04.2011 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. This Meeting expressly authorised
the Board of Directors to carry out one or more capital increases in the
event of a take-over bid, following receipt by the company of the commu-
nication referred to in Article 607 of the Company Code. This authorisation
does not restrict the powers of the Board of Directors to undertake oper-
ations using authorised capital other than those referred to in Article 607
of the Company Code.
So far, the Board of Directors has used this option in the context of:
•
the final realisation of the issue of a convertible bond loan dated
28.04.2011 for a maximum capital increase of €79,652,977.11;
•
the capital increase by contribution in kind of dividend rights,
decided on 24.05.2011, amounting to €17,697,422.45;
•
the capital increase by a contribution in kind of dividend rights
decided on 25.05.2012, amounting to €20,941,247.88;
•
the capital increase by a contribution in kind of dividend rights
decided on 06.06.2013, amounting to €28,367,771.12;
•
the final realisation of the issue of a convertible bond loan dated
20.06.2013 for a maximum capital increase of €94,544,660.97.
Meaning that the amount by which the Board of Directors can increase
the subscribed capital under the authorised capital is €557,795,920.47.
DECISION-MAKING BODIES
Directorships may be ad nutum revoked.
In the event that one or more offices become vacant, the remaining
Directors on the Board have the right to provisionally arrange for a replace-
ment until the next General Meeting, on which occasion a final election will
take place. For the purposes of modifying the Articles of Association, there
are no rules other than those laid down by the Company Code.
REPURCHASE OF SHARES
The Board of Directors is specially authorised, for a period of five years from
the date of publication of 10.01.2014 of the minutes of the Extraordinary
General Meeting of 05.12.2013, to acquire, pledge or dispose of (even off-ex-
change), on behalf of Cofinimmo, own shares of the company at a unit
price that cannot be lower than 85% of the closing share price on the day
before the transaction date (acquisition, disposal or pledge) and that cannot
exceed 115% of the closing share price on the day before the transaction date
(acquisition, pledge), without Cofinimmo owning more than 10% of the total
number of issued shares at any time. At 31.12.2013, Cofinimmo SA/NV held
€48,917 own shares.
CONTRACTUAL TERMS OF THE MEMBERS OF THE EXECUTIVE
COMMITTEE
The contractual terms of the Directors members of the Executive
Committee are described on page 90.
CHANGE OF CONTROL
The public placement of convertible bonds dated 20.06.2013 maturing in
2018 for a total amount of €190.8million, and the private placement of non-
convertible bonds dated 09.10.2013 maturing in 2017 for a total amount of
€50.0 million, include a clause stipulating that a change of control within
Cofinimmo could result: (i) concerning the public placement of bonds
dated 20.06.2013, a temporary downward adjustment of the conversion
price, and (ii) concerning the private placement of non-convertible bonds
dated 09.10.2013, a repayment of the borrowed amounts if the company’s
rating is decreased below investment grade within 120 days of the change
of control.
The credit contract signed on 31.07.2013 with LBLux Bank SA for an amount
of €50.0 million includes a clause stipulating that a change of control
could result in the repayment of the borrowed amounts.
These three change of control clauses were ratified by the Extraordinary
General Meeting of 05.12.2013.
REMUNERATION REPORT DRAWN UP BY
THE NOMINATION, REMUNERATION AND
CORPORATE GOVERNANCE COMMITTEE
This Remuneration Report complies with the provisions of the 2009
Corporate Governance Code, of Article 96 §3, point 2 of the Company Code,
as introduced by the Law of 06.04.2010.
INTERNAL PROCEDURES
During 2013, the policy regarding Directors’ remuneration was drawn up on
the following basis:
Non-Executive Directors
The principle of continuity with the past has been maintained. The policy
adopted at the Ordinary General Shareholders’ Meeting of 28.04.2006 on
the proposal of the Board of Directors and the Nomination, Remuneration
and Corporate Governance Committee remains applicable. In 2013, the
Nomination, Remuneration and Corporate Governance Committee carried
out a comparison with the remuneration of the Non-Executive Directors of
other listed Belgian companies of similar size in order to ensure that the
remuneration is always appropriate and in line with market practices taking
into account the company’s size, its financial situation, its position within the
Belgian economic environment, and the level of responsibility assumed by
the Directors. The Board of Directors, based on the recommendations of the
Remuneration, Nomination and Corporate Governance Committee, saw it fit
to maintain the remuneration policy adopted by the Ordinary General Meeting
of 28.04.2006.
Members of the Executive Committee
The permanent service contracts concluded (i) in 2007 with the Secretary
General and the current Chief Executive Officer, (ii) in 2011 with the Chief
Operating Officer and (iii) in 2012 with the Chief Financial Officer were
applied.The Board of Directors intends to change the variable remuneration
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Corporate Governance Statement \
Management Report