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DESCRIPTION OF THE RISK

POTENTIAL IMPACT

MITIGATING FACTORS AND MEASURES

Conflict of interest with

Cofinimmo’s investment activities

Cofinimmo passes up an

opportunity to invest in certain

assets itself.

The investments concerned are different from those of

Cofinimmo. Cofinimmo does not want to or cannot purchase

these assets, either because it feels that it already holds

sufficient similar assets or because it does not have the

necessary financial means to acquire them. In the case of co-

investments (MAAF insurance agencies, for example), sharing

the risk may also be a desirable option.

Reclassification of the Asset

Management business as a

non-ancillary activity in the event

where the share of profits earned

exceeds 10% of the profits of

Cofinimmo Investissements et

Services (CIS)

1. If this limit is exceeded, the

regulatory authorities may

impose a penalty/fine and

demand the reduction/sale of

the business.

2. Loss of the RREC status.

The Asset Management activities will be deliberately restricted

so as not to reach this limit.

Liability proceedings in relation to

losses incurred on the portfolio

managed for third parties

Deterioration of the business

relationship with the investor

who may accuse Cofinimmo of

not having sufficiently analysed

the investment products

offered. Potential payment of

damages.

Cofinimmo Investissements et Services (CIS) only does business

with institutional investors which are aware of the risks related

to the investment products offered. The investment policy is

clearly defined with and approved by the investor. This policy

is part of a contract between Cofinimmo Investissements et

Services (CIS) and the client. The client’s decision to invest is

based on the products offered by Cofinimmo Investissements et

Services (CIS), which criteria are defined in the contract.

The above-mentioned mitigating factors and measures do not necessarily dissolve the entire potential impact of the identified risk. Hence,

the impact remains partially or entirely the company’s and, indirectly, its shareholders’ liability.

DESCRIPTION OF THE RISK

POTENTIAL IMPACT

MITIGATING FACTORS AND MEASURES

Risk of debt

1

Cancellation/termination of loan

agreements or early repayment.

Non-compliance with the RREC

legislation and resulting penalties.

Prudent financial and debt policy and ongoing monitoring.

At 31.12.2014, Cofinimmo’s legal debt stood at 48.1%, in compliance

with the maximum ratio of 65% according to the RREC legislation.

This ratio applies to borrowing agreements and credit lines (max.

60%).

Financial charges (excluding impact of IAS 39) amounted to

€-54.70 million at 31.12.2014 (vs. €-66.67 million at 31.12.2013).

Exchange risk

Loss of value of the investments

and cash flows.

All investments are denominated in Euros, as are income and

expenditure.

Volatility in the share price

More difficult access to new

capital.

Monitoring of any in-house factor which may have a negative

impact on the market price.

Frequent communication with shareholders and publication of

financial information forecasts.

Change in the Group's public

rating

Cost of financing and liquidity.

Close relationship with rating agency which recommendations

are taken into account regarding financial ratios to be reached

for the various rating levels and regarding sources of financing,

liquidity and interest rate hedging.

The company is also in contact with another rating agency, which

rating is private.

Management for third parties and co-investments

In 2013, Cofinimmo Investissements et Services (CIS)

2

launched

an asset management activity for third parties. It constitutes an

ancillary activity within the Group.

In addition, Cofinimmo also joins forces with third parties on some

of its investments. It materialises in the form of a share, on their

behalf, in the capital of subsidiary companies or other types of

economic interests, such as the issue by these subsidiaries of

mandatory convertible bonds.

1

In accordance with Article 13 of the Royal Decree of 13.07.2014, where the debt

ratio exceeds 50%, Cofinimmo will draw up a financial plan accompanied by an

execution schedule, detailing the measures taken to prevent this debt ratio from

exceeding 65% of the consolidated assets (see Note 24).

2

Formerly Cofinimmo France.

7