Cofinimmo - Annual Financial Report 2014

210

STANDING DOCUMENT /

Extracts from the Articles of Association

Contributions in kind may also relate to the dividend right in the con-

text of the distribution of an optional dividend, with or without an

additional cash contribution.

In the event of a capital increase by contribution in cash by decision

of the General Meeting or in the context of the authorised capital,

the preference subscription right of shareholders may be limited or

abolished only on condition that an irreducible right of allocation is

granted to the existing shareholders on the allocation of new shares.

This irreducible right of allocation meets the following conditions

established by the RREC regulation:

it relates to all the newly issued shares;

it is granted to shareholders in proportion to the part of the capital

represented by their shares at the time of the operation;

a maximum price per share is announced no later than the day

before the opening of the public subscription period, which must

last for at least three trading days.

The irreducible right of allocation applies to the issue of shares,

convertible bonds and subscription rights able to be exercised by

means of a cash contribution. It need not be granted in the case

of a contribution in cash with limitation or abolition of the prefer-

ence subscription right, in addition to a non-cash contribution in the

context of the distribution of an optional dividend, provided that the

granting thereof is in fact open to all shareholders.

Capital increases by way of non-cash contribution are subject to the

rules prescribed by Articles 601 and 602 of the Company Code.

In addition, the following conditions must be respected in the case

of a non-cash contribution, in accordance with the RREC regulation:

the identity of the party making the contribution must be

mentioned in the report of the Board of Directors referred to in

Article 602 of the Company Code, as well as, where appropriate,

in the notice convening the General Meeting, which is to take a

decision on the capital increase;

the issue price may not be below the lower value of (a) a net asset

value dating back no longer than four months before the date of

the contribution agreement or, at the Company’s choice, before

the date of the capital increase deed or (b) the average closing

price during the 30 calendar days prior to this same date. In this

respect, it is permitted to subtract from the amount referred to in

point 2(b) above an amount corresponding to the portion of the

gross undistributed dividends, of which the new shares could be

deprived, provided that the Board of Directors specifically justifies

the amount of the accumulated dividends to be deducted in its

special report and discloses the financial conditions of the opera-

tion in the Annual Financial Report;

except where the issue price, or in the case referred to in

Article 6.6, the exchange rate, and their terms and conditions are

determined and communicated to the public no later than on

the day following the conclusion of the contribution agreement,

mentioning the time within which the capital increase will in fact

be carried out, the capital increase deed is concluded within a

maximum of four months; and

the report referred to in point 1° above must also indicate the

impact of the proposed contribution on the situation of the

existing shareholders, in particular concerning their portion of the

profits, the net asset value and the capital, as well as the impact

in terms of voting rights.

These additional conditions are not applicable in the case of a con-

tribution of the dividend right in the context of the distribution of an

optional dividend, provided that the granting of this is in fact open

to all shareholders.

SHARES

Article7 - Types of shares

The shares are without par value. The shares are divided into two

categories: ordinary shares (referred to as “Ordinary Shares” in

these Articles of Association) and preference shares (referred to as

“Preference Shares” in these Articles of Association).

The Preference Shares confer the rights and have the characteris-

tics set out in Article 8 of the Articles of Association. The Ordinary

Shares are registered or dematerialised shares, at the choice of the

owner or holder (hereafter “the Shareholder”) and within the limits

laid down by the Law.

The Shareholder may, at any time and at no cost, request that these

shares be converted into registered or dematerialised shares. The

Preference shares are registered. All dematerialised shares are

represented by an entry in the Shareholders’ account held by an

accredited account holder or settlement institution.

A register of registered shares is held at the registered office of the

Company, and where appropriate and permitted by Law, this register

may take electronic form. Shareholders may consult the register with

respect to their shares.

Article8 - Preference Shares

In addition to the Ordinary shares, the Company may issue

Preference shares, against a cash or non-cash contribution, or in

connection with a merger. The Preference shares confer the rights

and have the characteristics set out below:

8.1. Preference Dividends

8.1.1

Each Preference Share carries entitlement to a dividend paya-

ble by priority in relation to the dividend payable on Ordinary Shares

(hereafter “Preference Dividend”).

The annual gross amount of the Priority Dividend is six Euros thir-

ty-seven cents (€6.37) per Preference Share.

The Priority Dividend is only due, in full or in part, where there exist

distributable profits within the meaning of Article 617 of the Company

Code and where the Company’s General Meeting decides to distrib-

ute dividends.

Accordingly, in the event that during any given year, no distributa-

ble profits within the meaning of Article 617 of the Company Code

exist, or that the General Meeting were to decide not to pay out div-

idends, no Priority Dividend will be paid to the holders of Preference

Shares. Furthermore, in the event that during any given year, the

level of distributable profits within the meaning of Article 617 of the

Company Code does not permit payment of the full amount of the

Preference Dividend, or that the General Meeting were to decide to

distribute dividends the amount of which is insufficient to pay the

full Preference Dividend, the holders of Preference Shares will only

receive the amounts distributed.

8.1.2

The Preference Shares do not confer rights to the distribution of

profits other than the Preference Dividend, with the provision of their

priority right in the event that the Company is liquidated, as indi-

cated in point 8.5 below. It follows that the dividend to be distributed

among the Preference Shares may never exceed the annual gross

amount of the Preference Dividend, namely six Euros thirty-seven

cents (€6.37) per Preference Share.

8.1.3

The Preference Dividend is released for payment on the same

day as the dividend payable on the Ordinary Shares except in the

event of requirements relating to the market or to compliance

with legal provisions, provided that the delay does not exceed ten

working days. The distributable profit which it has been decided to

distribute will first be paid to the holders of Preference Shares, for

the amount of six Euros thirty-seven cents (€6.37) per Preference

Share. Any amount remaining from the distributable profit which it

has been decided to distribute will then be paid to the holders of

Ordinary Shares.