197 / 236
(x 1,000 EUR)
Ordinary shares
Convertible preference shares
Total
2015
2014
2015
2014
2015
2014
Capital
AT 01.01
926,458
906,099
36,609
36,726
963,067
942,825
Own shares (sold/purchased) - net
230
-294
230
-294
Issued as a result of the optional dividend
20,536
20,536
Capital increase
160,997
160,997
Conversion of preference shares into ordinary
shares
34
117
-34
-117
AT 31.12
1,087,720
926,458
36,575
36,609 1,124,295
963,067
Share premium account
AT 01.01
347,818
335,799
36,195
36,311
384,013
372,110
Own shares (sold/purchased) - net
168
-326
168
-326
Issued as a result of the optional dividend
12,229
12,229
Capital increase
120,059
120,059
Conversion of preference shares into ordinary
shares
34
116
-34
-116
AT 31.12
468,079
347,818
36,161
36,195
504,240
384,013
Categories of shares
The Group issued two categories of shares:
Ordinary shares:
the holders of ordinary shares are entitled to receive
dividends when these are declared and are entitled to one vote per
share at the General Shareholders’ Meetings of the company. The par
value of each ordinary share is 53.59 EUR on 31.12.2015. The ordinary
shares are listed on the First Market of Euronext Brussels.
Convertible preference shares:
the preference shares were issued
in 2004 in two distinct series which both feature the following main
characteristics:
•
priority right to an annual fixed gross dividend of 6.37 EUR per
share, capped at this level and non-cumulative;
•
priority right in case of liquidation to a distribution equal to the
issue price of these shares, capped at this level;
•
option for the holder to convert his preference shares into ordinary
shares from the fifth anniversary of their issue date (01.05.2009), at
a rate of one ordinary share for one preference share;
•
option for a third party designated by Cofinimmo (for example, one
of its subsidiaries) to purchase in cash and at their issue price the
preference shares that have not yet been converted, from the 15
th
anniversary of their issue date (2019);
•
the preference shares are registered, listed on the First Market of
Euronext Brussels and carry a voting right identical to that of the
ordinary shares.
The first series of preference shares was issued at 107.89 EUR and
the second at 104.40 EUR per share. The par value of both series is
53.33 EUR per share.
Shares held by the Group:
at 31.12.2015, the Group held 50,114 ordinary
shares (also see page 28) (31.12.2014: 54,414).
In accordance with the Law of 14.12.2005 dealing with the suppression
of bearer shares, as modified by the Law of 21.12.2013, the Company
proceeded to the sale of physical securities still in circulation and
received a report of its Auditor certifying the conformity of the imple-
mented procedure for this sale.
Authorised capital
The General Shareholders’ Meeting authorised the Board of
Directors on 29.03.2011 to issue new capital for an amount of
799,000,000 EUR and for a period of five years. At 31.12.2015, the Board
of Directors has made use of this authorisation for a total amount of
422,737,729.68 EUR. Hence, the remaining authorised capital amounts
to 376,262,270.32 EUR at that date. This authorised capital is based
on the par value of 53.33 EUR per ordinary or preference share before
31.12.2007 and 53.59 EUR per ordinary share subsequently.
With this authorisation expected to expire 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 publi-
cation of 03.02.2016 in the annexes of the Belgian Official Gazette/
Moniteur Belge) of the minutes of the Extraordinary General Meeting
of 06.01.2016.
The Board of Directors is authorised to increase the company’s
capital, at one or more times, up to a maximum amount of:
1°) 1,100,000,0.00 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.
193