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Stock option plan
The members of the Executive Committee and the Management ben-
efit from a share option plan as explained on page 125 of this Annual
Financial Report. In the event of a merger, (partial) demerger or division
of shares of the company or other similar transactions, the number of
outstanding options at the date of this transaction and their respective
exercise prices may be adapted in line with the exchange rate applied
to the existing company shares. In that case, the Cofinimmo Board of
Directors will determine the precise conditions for this adaptation. In
the event of a change in control, the accepted options are deemed
to be immediately and fully acquired and become exercisable with
immediate effect.
Authorised capital
At 31.12.2015, the Board of Directors was authorised to increase the
share capital in one or more tranches up to a maximum amount of
799,000,000.00 EUR on the dates and according to the procedures to
be decided by the Board of Directors, in accordance with Article 603
of the Company Code. This authorisation was granted for a period of
five years from 11.04.2011, the date of publication in the annexes of
the Belgian Official Gazette (Moniteur Belge/Belgisch Staatsblad) of
the minutes of the Extraordinary General Shareholders’ Meeting of
29.03.2011. This Meeting expressly authorised the Board of Directors to
carry out one or more capital increases in the event of a take-over bid,
following receipt by the company of the communication referred to in
Article 607 of the Company Code. This authorisation does not restrict
the powers of the Board of Directors to undertake operations utilising
authorised capital other than those referred to by Article 607 of the
Company Code.
At 31.12.2015, the Board of Directors has used this option in the con-
text of:
•
the definitive placement of a bond offering dated 28.04.2011 for a
maximum capital increase of 79,652,977.11 EUR;
•
the share capital increase through a contribution in kind of dividend
rights of 17,697,422.45 EUR decided on 24.05.2011;
•
the share capital increase through a contribution in kind of dividend
rights of 20,941,247.88 EUR decided on 25.05.2012;
•
the share capital increase through a contribution in kind of dividend
rights of 28,367,771.12 EUR decided on 06.06.2013;
•
the final realisation of the issue of a convertible bond loan dated
20.06.2013 for a maximum amount of 94,544,660.97 EUR;
•
the share capital increase through a contribution in kind of dividend
rights of 20,536,439.56 EUR decided on 05.06.2014;
•
the capital increase by subscription in cash decided on 20.04.2015
for 160,997,210.59 EUR.
This means that the amount by which the Board of Directors could
increase the subscribed capital under the authorised capital was
376,262,270.32 EUR.
With this authorisation expiring on 28.04.2016, the Extraordinary
General Meeting of 06.01.2016 conferred on the Board of Directors a
new authorisation for five years from the date of the publication of
03.02.2016 in the annexes of the Belgian Official Gazette (Moniteur
Belge/Belgisch Staatsblad) of the minutes of the Extraordinary General
Meeting of 06.01.2016.
The Board of Directors is thus authorised to increase the share capital
at one or more times up to a maximum amount of:
1°) 1,100,000,000.00 EUR, if the capital increase to be performed is
a capital increase by subscription in cash with the possibility of
exercising the preferential subscription right of the company’s
shareholders;
2°) 220,000,000.00 EUR for all other forms of capital increase not
referred to in point 1°) above.
It being understood that in any case, the share capital may
never be increased as part of the authorised capital beyond
1,100,000,000.00 EUR in total.
Decision-making bodies
Directors may be ad nutum dismissed from their offices. In the event
that one or more offices are not filled, the remaining Directors, at a
meeting of the Board, will be empowered provisionally to designate
a replacement for the period until the next General Shareholders’
Meeting which will hold the final election. For the purposes of modify-
ing the Articles of Association, there are no rules other than those laid
down by the Company Code.
Repurchase of shares
The Board of Directors is specially authorised, for a period of five
years from the date of publication of 10.01.2014 of the minutes of the
Extraordinary General Shareholders’ Meeting of 05.12.2013, to acquire,
pledge or dispose of (even off-exchange), on behalf of Cofinimmo,
own shares of the company at a unit price that cannot be lower than
85% of the closing share price on the day before the transaction date
(acquisition, disposal or pledge) and that cannot exceed 115% of the
closing share price on the day before the transaction date (acquisition,
pledge), without Cofinimmo owning more than 10% of the total number
of issued shares at any time. At 31.12.2015, Cofinimmo SA/NV held
50,114 own shares.
Contractual terms of the members of the Executive Committee
The contractual terms of the Directors who are members of the
Executive Committee are described on page 127 of this Annual
Financial Report.
Change of control
The Ordinary General Meeting of 13.05.2015 approved the control
clause related to the bond of 19.03.2015 produced as part of a private
placement.
122
Corporate governance statement /
INFORMATION REQUIRED UNDER ARTICLE 34 OF THE ROYAL DECREE OF 14.11.2007