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THE “FISCALE BELEGGINGSINSTELLINGEN” (FBI)
The main characteristics of the Fiscale Beleggingsinstelling regime
are:
•
only public limited companies, limited liability companies and
mutual funds can be considered as FBIs;
•
the FBI’s statutory purpose and actual operations may only
involve the investment of assets;
•
investments in property assets may be financed by external
capital up to no more than 60% of the book value of the fixed
assets;
•
all other investments may be financed by external capital up to
no more than 20% of the book value of these investments;
•
at least 75% of shares or ownership interests in an unlisted FBI
must be held by natural persons, entities not subject to income
tax and/or listed investment companies;
•
shares or ownership interests in an unlisted FBI may not be
held, directly or indirectly, for 5% or more by a natural person
(and his/her partner);
•
entities established in the Netherlands may not own 25% or
more of the shares or ownership interests in an unlisted FBI
through non-resident companies or funds;
•
FBI profits are subject to a 0% corporate tax rate;
•
the share of the FBI’s profits that can be distributed must be
paid to the shareholders and other beneficiaries within eight
months following the close of each financial year;
•
the distributed profit shares are subject to a withholding tax
of 5%.
Cofinimmo does not benefit from the FBI status in the Netherlands
for Pubstone Properties, but it does have the FBI status for its sub-
sidiary Superstone.
Share capital
ISSUED CAPITAL
The issued capital of
€
965,983,255.79
1
is fully paid-up.
SHARE CAPITAL
The shares have no par value.
SCHEDULE OF CHANGES
The history of the share capital changes before 2014 can be con-
sulted in the 2013 Annual Financial Report as well as in Title VIII of the
Company’s Articles of Association.
These documents are available on the website of the Company
(www.cofinimmo.com).
Changes in 2014
Date of the transaction
31.03.2014
30.06.2014
16.07.2014
30.09.2014
31.12.2014
Type of transaction
Situation at
31.12.2013
Conversion
of preference
shares Q1 2014
Conversion
of preference
shares Q2 2014
Contribution in
kind of dividend
rights
Conversion
of preference
shares Q3 2014
Conversion
of preference
shares Q4 2014
Situation at
31.12.2014
Issue price (€)
85.50
Amount (€) of share
capital
20,536,439.56
Amount (€) of the net
contribution to the
shareholders’ equity
2
12,229,212.44
Number of ordinary
shares
+123
+29
+383,224
+305
+1,740
Total number of
ordinary shares after
the transaction
16,954,002
16,954,125
16,954,154
17,337,378
17,337,683
17,339,423
17,339,423
Number of preference
shares COFP1
-100
Total number of
preference shares
COFP1 after the
transaction
395,148
395,048
395,048
395,048
395,048
395,048
395,048
Number of preference
shares COFP2
-23
-29
-305
-1,740
Total number of
preference shares
COFP2 after the
transaction
293,534
293,511
293,482
293,482
293,177
291,437
291,437
Total number of
preference shares after
the transaction
688,682
688,559
688,530
688,530
688,225
686,485
686,485
Total share capital after
the transaction
945,446,816.23
945,446,816.23 945,446,816.23 965,983,255.79 965,983,255.79 965,983,255.79
965,983,255.79
1
At the time of writing of this Annual Financial Report.
2
According to the accounting rules of the public RREC regime.