Cofinimmo - Annual Financial Report 2015

Capital structure

Shares

Number

Capital (in EUR)

Ordinary (COFB)

20,344,378 1,090,240,903.18 96.74

Preference (COFP1)

395,048

21,187,232.76

1.88

Preference (COFP2)

290,800

15,552,330.44

1.38

TOTAL

21,030,226 1,126,980,466.38 100.00

The share capital stands at 1,126,980,466.38 EUR and is divided into

21,030,226 fully paid-up shares, each of which represents an equal

share, of which 20,344,378 ordinary shares without par value, and

685,848 preference shares without par value, that is a series of

395,048 P1 preference shares and a series of 290,800 P2 preference

shares. Each preference share carries a dividend payable by priority

over the dividends payable on the ordinary shares. The gross annual

amount of the priority dividend is 6.37 EUR per preference share.

Preference shares

are convertible into ordinary shares at the option

of their holders exercised in the cases referred to in Article 8.2 of the

Articles of Association. More specifically, preference shares are con-

vertible into ordinary shares, in one or more tranches, at the option of

their holders exercised in the following cases:

•

during the 10 final calendar days of each calendar quarter;

•

at any time during a period of one month following notification of the

exercise of the call option referred to below; and

•

in the event of the company being liquidated, during a period

commencing two weeks after publication of the liquidation decision

and ending on the day before the General Meeting convened to

conclude the liquidation process.

Conversions will occur at the rate of one ordinary share for one prefer-

ence share. Conversions will be considered to take place with effect

on the date of sending the application for conversion. The applications

for conversion must be sent to the company by the holder of prefer-

ence shares by registered letter, indicating the number of preference

shares for which conversion is requested. Before 01.05.2009, the start

date of the first conversion opportunity, each holder of preference

shares received a letter containing information on the procedure to be

followed.

The subscription or acquisition of preference shares implies a commit-

ment to sell such shares to a third party designated by the company

(call option) dating from the 15th year(2019) following their issue, sub-

ject to the conditions and in accordance with the procedure defined in

Article 8 of the Articles of Association. Finally, the preference share has

priority in the case of liquidation.

On 28.04.2011, the company issued

bonds convertible

into ordinary

shares of the company, expiring on 28.04.2016. The issue relates

to 1,486,379 convertible bonds with a nominal value of 116.60 EUR

representing a total amount of 173,311,791.40 EUR. The convertible

bonds allow the holder to receive Cofinimmo ordinary shares at a rate

of one for one. The exchange parity will be adjusted according to the

anti-dilution provisions customary for this type of issue. The conver-

sion period is open, at any time, from 08.06.2011 until the first of the

following two dates: (i) seven working days before the maturity date,

or (ii) if the bonds have been called for redemption prior to the maturity

date, seven working days before the redemption date.

Unless the convertible bonds have previously been bought and

cancelled, redeemed or converted in accordance with the basic issue

requirements, they will be repai at their principal amount at the final

maturity date at 28.04.2016.

All terms on the conversion option, conversion period, and useful infor-

mation relating to the maturity of the 2011 bond loan can be consulted

on the company wensite under the “prospectus” section.

On 20.06.2013, the company issued

bonds convertible

into ordinary

shares of the company, expiring on 20.06.2018. The issue relates

to 1,764,268 convertible bonds with a nominal value of 108.17 EUR

representing a total amount of 190,840,869.56 EUR. The convertible

bonds allow the holder to receive Cofinimmo ordinary shares at a rate

of one for one. At the time of the conversion, however, the company

shall have a choice between providing the new and/or existing shares,

a cash payment, or a combination thereof. The exchange parity will

be adjusted according to the anti-dilution provisions customary for

this type of issue. The conversion period is open, at any time, from

20.06.2013 until the first of the following two dates: (i) seven working

days before the maturity date, or (ii) if the bonds have been called for

redemption prior to the maturity date, seven working days before the

redemption date.

A bondholder may exercise his conversion right relating to a convert-

ible bond by submitting a duly completed notification of conversion

together with the convertible bond to convert. The notification form is

available from the paying, conversion and domiciliary agent, i.e. BNP

Paribas Securities Services. Each bondholder has been informed of the

procedure in the transaction memo issued for this purpose. This can

be consulted on the company’s website

www.cofinimmo.com

A total of 3,250,600 bonds convertible into ordinary shares currently

exist, 1,486,332 of which were issued on 28.04.2011 and 1,764,268

issued on 20.06.2013. If all bonds in circulation were converted, it

would create a maximum of 3,416,501 ordinary shares, conferring the

same number of voting rights.

There are no other restrictions on the transfer of securities and the

exercise of the voting right, other than those stipulated in the law.

INFORMATION REQUIRED UNDER ARTICLE 34

OF THE ROYAL DECREE OF 14.11.2007

In relation to the obligations of issuers of financial instruments admitted for trading on a regulated market – see also the Law of 01.04.2007 relating to takeover bids.

At the time of writing of this Annual Financial Report.

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