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Stock options can only be exercised after the expiry of the third calendar

year following the year of granting. If the options have not been exercised at

the end of the exercise period, they become null and void ipso facto. Vesting

is carried out at the end of the third year after granting (three-year vesting

period for stock options granted from 2014). In the event of the voluntary

or involuntary departure (excluding premature termination for serious rea-

sons) of a beneficiary, the stock options accepted and vested can only be

exercised during the first exercise window following the date of the pre-

mature contract termination, except in the case of a departure following a

retirement. Options which have not been vested are cancelled. In the event

of the involuntary departure of a beneficiary for serious reasons, all stock

options accepted but not exercised, whether vested or not, are cancelled.

These conditions governing the acquisition and exercise of options in the

event of a departure, whether voluntary or involuntary, will apply without

prejudice to the powers of the Board of Directors to apply waivers to these

provisions in favour of the beneficiary, based on objective and relevant cri-

teria. The shares which may be acquired within the context of options being

exercised are listed on Euronext Brussels; they are of the same type and

carry the same rights than the Cofinimmo ordinary shares existing at the

time of the offering. The shares are registered.

A detailed description of the stock options plan can be viewed in Appendix

2 of the Executive Committee Charter, available on the company website

www.cofinimmo.com

. Cofinimmo applies the IFRS 2 standard by recognis-

ing the fair value of the stock options on the date of granting according

to the progressive acquisition method as vesting occurs (i.e. three years).

The annual charge for the progressive acquisition is entered on the income

statement under personnel costs.

Stock

options

Exercise

deadline

Exercise

price

Fair value at

the granting

date

2006 scheme

13.06.2021

€129.27

€26.92

2007 scheme

12.06.2022

€143.66

€35.79

2008 scheme

12.06.2023

€122.92

€52.47

2009 scheme

11.06.2019

€86.06

€51.62

2010 scheme

13.06.2020

€93.45

€44.50

2011 scheme

13.06.2021

€97.45

€45.29

2012 scheme

13.06.2022

€84.85

€41.07

2013 scheme

16.06.2023

€88.12

€49.59

Savings and provident scheme

The savings and provident scheme is designed to reduce, to the extent pos-

sible, the differential between resources prior to and following retirement. The

complementary pensions are financed exclusively from Cofinimmo contribu-

tions. The members of the Executive Committee benefit from a group insur-

ance plan of the defined contribution type with an insurance company.

The group insurance provides for (i) the payment of a lump sum benefit to the

insured person on reaching the retirement age, (ii) the payment of a lump sum

death benefit, in the event that the insured person dies before the retirement

age, to the beneficiaries of the insured person (plus an additional sum in the

case of death due to an accident), (iii) the payment of an invalidity benefit

in the case of an accident or illness (other than work-related), and (iv) the

exemption from insurance premiums in the case of an accident or illness. The

group insurance takes the form of a life policy and “Temporary death one year”

cover, recalculated annually and guaranteeing a death benefit equal to, at the

choice of the beneficiary, 0 - 0.5 - 1 - 1.8 - 2.7 - 3.6 or 4.5 times the reference

remuneration (i.e. the total sum of the fixed remuneration allocated regularly

plus an end-of-year bonus). The overall annual budget is first assigned to the

“Death” component and the outstanding amount to the “Retirement” compo-

nent. The liquidation at term may take place, at the discretion of the benefi-

ciary, in the form of a lump sum or annuity.

In addition, the members of the Executive Committee have access to an

“Individual pension commitment” insurance plan intended exclusively to pay

a life insurance benefit or death benefit.

Other benefits

The annual costs of medical cover amount to €3,796.45 for the CEO and

€8,270.04 for the other members of the Executive Committee. Cofinimmo

provides themwith a company vehicle which annual cost for the company

does not exceed €15,000 (excluding fuel). The company reimburses them

for all professional expenses incurred within the context of their function.

The members of the Executive Committee also have a mobile phone at

their disposal. The remuneration attributed in this way to the members of

the Executive Committee covers all the services they provide within the

Cofinimmo Group.

Management Report

/ Corporate Governance Statement

88 

/