Cofinimmo - Annual Financial Report 2014

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205
x. Property certificates referred to in Article 5, §4 of the Law of
16.06.2006.
With regard to providing buildings, the Company can namely exer-
cise all activities related to the construction, fitting out, renovation,
development, acquisition, disposal, management and operation of
buildings.
3.2) On an ancillary or temporary basis, the Company can make
placements in securities which do not constitute property assets
within the meaning of the RREC regulation. These placements will
be made with respect to the risk management policy adopted by
the Company and will be diversified so as to ensure an appropriate
diversification of risks. The Company can also hold non-affected
cash, in all currencies, in the form of sight or term deposits or of any
instrument of the monetary market that can easily be mobilised.
Moreover, it can realise operations on hedging instruments, aimed
exclusively at covering interest rate and currency exchange risks
within the context of the financing and the management of the
property assets and excluding any operation of a speculative
nature.
3.3) The Company can give or take one or several buildings under
a finance lease. The activity consisting of giving buildings under
finance leases with a call option can only be exercised on an ancil-
lary basis, except if these buildings are destined for public use,
including social housing and schooling (in which case the activity
can be exercised as a main activity).
3.4) The Company can have an interest, through mergers or other-
wise, in any affair, enterprise or company having a similar or related
purpose and which can benefit the development of its activity and,
in general, realise any operation linked directly or indirectly to its
corporate purpose as well as any act useful or necessary for the
realisation of its corporate purpose.
ARTICLE 4: PROHIBITIONS
The Company may not:
• Act as a real estate developer within the meaning of the RREC
regulation, with the exception of occasional operations;
• Participate in an underwriting syndicate;
• Lend financial instruments, with the exception of loans realised
within the conditions and according the provisions of the Royal
Decree of 07.03.2006;
• Acquire financial instruments issued by a private law company
or association which has been declared bankrupt, which has
reached a friendly agreement with its creditors, which has
been the object of a judicial reorganisation procedure, which
has obtained a suspension of payments, or which has been the
object, in a foreign country, of a similar measure.
FINANCIAL YEAR
The financial year starts on January 1st and ends on December 31st
of each year.
PLACES AT WHICH DOCUMENTS ACCESSIBLE TO THE
PUBLIC MAY BE CONSULTED
The Company’s Articles of Association may be consulted at the
clerk’s office of the Brussels Commercial Court as well as on the
website
The company and consolidated accounts of the Cofinimmo Group
are filed at the National Bank of Belgium, in accordance with the
legal provisions governing the matter. Decisions with regard to the
appointment and resignation of members of the Board of Directors
are published in the annexes of the Belgian Official Gazette
(Moniteur Belge/Belgisch Staatsblad). Notices convening General
Shareholder Meetings are published in the annexes of the Belgian
Official Gazette and in two financial daily newspapers. These
notices and all documents relating to the General Shareholder
Meetings are simultaneously available on the website www.cof-
.
All press releases and other financial information given out by the
Cofinimmo Group over the past five years can be consulted on the
website The Annual Financial Reports may be
obtained from the registered offices or consulted on the website
They are sent each year to the registered
shareholders and to any parties expressing a wish to receive them.
They include reports by the real estate experts and the Statutory
Auditor.
DECLARATIONS
RESPONSIBLE PEOPLE
The Board of Directors of Cofinimmo SA/NV, composed as
described on page 104, assumes the responsibility for the content
of this Annual Financial Report, with the exception of the informa-
tion provided by third parties, including the reports of the Statutory
Auditor and the real estate experts, and declares that to the best
of its knowledge:
• this Annual Financial Report contains a fair and true
statement of the important events. As the case may be, it
refers to the major transactions between related parties
that have occurred during the year and their impact on the
financial statements;
• this Annual Financial Report has no omissions likely to
significantly modify the scope of any statements made in it;
• the financial statements, established in conformity with the
applicable accounting standards, have been submitted to
the Statutory Auditor for a complete audit review and give a
fair and true image of the portfolio, the financial situation and
the results of Cofinimmo and its subsidiaries incorporated
in the consolidation; moreover, the Management Report
includes an outlook for the result of the coming year as well
as a comment on the risks and uncertainties confronting the
Company (see pages 2 to 7).
FORECAST INFORMATION
This Annual Financial Report contains forecast information based
on company plans, estimates and projections, as well as on its
reasonable expectations regarding external events and factors. By
its nature, this forecast information is subject to risks and uncer-
tainties that may have as a consequence that the results, financial
situation, performance and actual figures differ from this informa-
tion. Taking into account these factors of uncertainty, statements
regarding future developments cannot be considered as a guaran-
tee whatsoever.
DECLARATION CONCERNING THE DIRECTORS
The Board of Directors of Cofinimmo SA/NV declares that, to the
best of its knowledge:
• none of the Directors has ever been convicted for a fraud-
related offence, that no official and/or public incrimination has
been expressed or any sanctions ever imposed by a legal or
supervisory authority, that no Director has been prohibited by
court to act as a member of the Directing body and that in this
capacity they have never been implicated in a bankruptcy;
• no employment contract has been entered into with the
Directors, with the Executive Committee or with the RREC,
which provides for the payment of compensations upon
the termination of the employment contract, except for the
comment in the section “Contractual terms of the members