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CORPORATE GOVERNANCE STATEMENT

the Management Board, comprising the four members of

the Executive Committee and managers of operational

entities, meets weekly to discuss property investments and

divestments, construction and rental matters;

the Executive Committee also meets weekly. It systematically

reviews the important points of the company’s operations and

business (investments/disposals, treasury, staff, etc.).

Minutes are drawn up for each meeting with, if necessary, an action

plan for the implementation of the decisions taken at the meeting.

Surveillance and monitoring

A complete closing is carried out each quarter, according to the

same procedures as at the end of the financial year. Consolidated

accounts are drawn up. Key indicators are calculated and analysed.

This data is collected in the Management Report referred to in the

point above. All data are discussed and analysed by the Executive

Committee and Board of Directors. Similarly, each department

collects pertinent information at its own level, which is analysed

quarterly and compared to the objectives set for the year.

During the course of the year, the Executive Committee asks each

head of department to submit a round-up of the evolution of its

own activities.

The company also has an Internal Auditor whose assignments

cover the various procedures. The results of the audits are submit-

ted to the Audit Committee, which controls the implementation of

the recommendations, and to the Board of Directors.

Number of

ordinary shares

%

Number of

preference shares

% Total number of shares

(voting rights)

%

Number of issued

shares

17,339,423 100.00

686,485

100.00

18,025,908

100.00

Cofinimmo Group

(own shares)

2

54,414

0.31

0

0.00

54,414

0.30

Free Float

3

17,285,009

99.69

686,485

100.00

17,971,494

99.70

Shareholder structure

1

(at 31.12.2014)

The Board of Directors declares that the above-mentioned shareholders have identical voting rights.

1

Situation based on the transparency declarations received under the Law of

02.05.2007. Any changes notified since 31.12.2014 have 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 individually holding less than 5% of the capital.

102