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Extracts from the Articles of Association
SUMMARY OF CHANGES IN 2014
Revision of the Articles of Association approved by the
Extraordinary General Meeting of 22.10.2014 following the Law of
12.05.2014 and the Royal Decree of 13.07.2014 regarding Regulated
Real Estate Companies.
CAPITAL
Article6, Point 2 - Authorised capital
The Board of Directors is empowered to increase share capital in one
or several tranches up to a maximum amount of seven hundred and
ninety-nine million Euros (€799,000,000) on the dates and according
to the procedures to be decided by the Board of Directors, in accord-
ance with Article 603 of the Company Code. In the case of a capital
increase accompanied by the payment or entry in the accounts of
a share premium, only the amount assigned to the capital will be
subtracted from the remaining available amount of the authorised
capital.
This authorisation is granted for a period of five years from the date
of publication in the annexes of the Belgian Official Gazette (Moniteur
Belge/Belgisch Staatsblad) of the minutes of the Extraordinary
General Meeting of 29.03.2011.
For any capital increase, the Board of Directors fixes the price, the
share premium, where appropriate, and the issue conditions for new
shares, unless a decision on these elements is taken by the General
Meeting itself.
Share capital increases which are decided in this way by the Board
of Directors may be carried out by subscription in cash or by non-
cash contributions, provided that the legal provisions are respected,
or by incorporation of reserves or the share premium account, with
or without the creation of new shares, and increases may give rise
to the issue of Ordinary Shares or Preference Shares or shares with
or without voting rights. These capital increases may also be car-
ried out by the issue of convertible bonds or subscription rights –
whether or not attached to another security – which can give rise to
the creation of Ordinary Shares or Preference Shares or shares with
or without voting rights.
The Board of Directors is entitled to abolish or limit the preferential
subscription right of the shareholders, including in favour of specific
persons other than staff members of the Company or its subsidi-
aries, provided that an irreducible allocation right is granted to the
existing shareholders at the time of allocation of the new shares.
This irreducible allocation right must meet the conditions laid down
by the RREC legislation and Article 6.4 of the Articles of Association.
It does not need to be granted in the case of a cash contribution
under the distribution of an optional dividend, in the circumstances
provided for in Article 6.4 of the Articles of Association.
Share capital increases by non-cash contribution are carried out
in accordance with the conditions laid down by the RREC legisla-
tion and the conditions provided for in Article 6.4 of the Articles of
Association. Such contributions may also relate to the dividend right
in the context of the distribution of an optional dividend.
Notwithstanding the authorisation given to the Board of Directors in
accordance with the foregoing, the Extraordinary General Meeting
of 29.03.2011 expressly authorised the Board of Directors to carry
out one or more capital increase(s) in the event of a takeover bid, in
accordance with the provisions of Article 607 of the Company Code
and subject to compliance, where appropriate, with the irreduci-
ble allocation right provided for under the RREC legislation. Capital
increases carried out by the Board of Directors by virtue of the said
authorisation shall be scored against the remaining available capital
within the meaning of this Article. This authorisation does not restrict
the powers of the Board of Directors to undertake operations using
authorised capital other than those referred to in Article 607 of the
Company Code.
Where capital increases decided in accordance with these authori-
sations involve a share premium, the amount thereof, after charging
any expenses, shall be allocated to an account not available for dis-
tribution known as a “Share premium account” which shall consti-
tute, like the capital, the guarantee of third parties and may not be
reduced or annulled except by decision of the General Meeting delib-
erating subject to the conditions of quorum and majority required
for reducing the capital, under reservation of its incorporation in the
capital.
Article6, Point 3 - Acquisition, pledge and transfer of own
shares
The Company may acquire or pledge its own shares subject to the
conditions laid down by Law. It is authorised to dispose of shares, on
or off the stock market, under the conditions laid down by the Board
of Directors, without prior authorisation of the General Meeting.
The Board of Directors is specially authorised, for a period of three
years from the date of publication of the Extraordinary General
Meeting of 29.03.2011, to acquire, pledge and dispose of, on behalf
of Cofinimmo, the own shares of the Company without a prior deci-
sion by the General Meeting, where this acquisition or this disposal
is necessary in order to prevent serious and imminent harm to the
Company.
Furthermore, during a period of five years following the publication
of the General Meeting of 05.12.2013, the Board of Directors may
acquire, pledge and dispose of (even outside the stock exchange)
on behalf of Cofinimmo, the own shares of the Company at a unit
price that may not be less than eighty-five per cent (85%) of the
closing market price on the day preceding the date of the transac-
tion (acquisition, sale and pledge) and that may not be more than
one hundred fifteen per cent (115%) of the closing market price on
the day preceding the date of the transaction (acquisition, pledge)
whereby Cofinimmo may at no time hold more than ten per cent
(10%) of the total issued shares.
The authorisations referred to above include the acquisitions and
disposals of company shares by one or more direct subsidiaries of
this Company, within the meaning of the legal provisions relating
to the acquisition of shares in their parent company by subsidiary
companies. The authorisations referred to above cover both Ordinary
Shares and Preference Shares.
Article6, Point 4 - Capital increases
All capital increases will be carried out in accordance with Articles
581 to 609 of the Company Code and the RREC legislation.
The Company is prohibited from subscribing to its own capital
increase, either directly or indirectly.
For any capital increase, the Board of Directors fixes the price, the
share premium, where appropriate, and the issue conditions for new
shares, unless a decision on these elements is taken by the General
Meeting itself.
In the event of a share issue without mention of the nominal value
below the par value of the existing shares, the invitation to the
General Meeting must mention it explicitly.
If the General Meeting decides to ask for the payment of an issue
premium, this must be entered in an unavailable reserve account
which may be reduced or abolished only by a decision by the
General Meeting deliberating in accordance with the provisions laid
down for the amendment of the Articles of Association. The issue
premium, in the same capacity as the capital, will be in the nature of
a common pledge in favour of third parties.