222 / 236
Standing document
COMPANY NAME
Cofinimmo: Public regulated real estate company (RREC) incorporated
under Belgian Law.
REGISTERED AND ADMINISTRATIVE OFFICES
The registered and administrative offices are established at Boulevard
de la Woluwe/Woluwedal 58, 1200 Brussels (Tel. +32 2 373 00 00). The
registered offices may be transferred to any other place in Belgium by
a simple decision of the Board of Directors.
REGISTER OF LEGAL PERSONS
The company is entered in the Register of Legal Persons (R.L.P.)
of Brussels under the No. 0426 184 049. Its VAT number is
BE 0426 184 049.
CONSTITUTION, LEGAL FORM AND PUBLICATION
Cofinimmo was set up as a limited liability company incorporated
under Belgian law (Société Anonyme/Naamloze Vennootschap) on
29.12.1983, by deed enacted before Notary André Nerincx in Brussels,
published in the annexes to the Belgian Official Gazette (Moniteur
Belge/Belgisch Staatsblad) of 27.01.1984, under the No. 891-11. The
company has the legal form of a limited liability company incorporated
under Belgian Law.
On 01.04.1996, Cofinimmo was recognised as a Sicafi/Bevak - fixed
public capital real estate investment trust incorporated under Belgian
Law, registered with the Financial Services and Markets Authority
(FSMA).
Since the 06.11.2014, it is subject to the legal regime of regulated real
estate companies under the Law of 12.05.2014 relating to regulated
real estate companies. The company’s exclusive corporate purpose
is (a) making real estate available to users directly or through a
company in which it holds an interest in accordance with the provi-
sions of the RREC legislation and (b) within the limits fixed by the RREC
legislation, holding the real estate as mentioned under article 2, 5°, VI
to X of the RREC Act.
The company is also subject to the provisions of the Royal Decree of
13.07.2014, concerning regulated real estate companies.
The Articles of Association have been amended on various occasions,
the last of which was on 12.01.2016 by deed enacted before Notary-
in-Partnership Louis-Philippe Marcelis in Brussels, published in the
annexes to the Belgian Official Gazette (Moniteur Belge/Belgisch
Staatsblad) of 03.02.2016 under number 0025656.
The company makes issues for general subscription within the
meaning of Article 438 of the Company Code.
DURATION
The company is constituted for an unlimited term.
PURPOSE OF THE COMPANY
ARTICLE 3: PURPOSE
3.1) The company’s exclusive purpose is:
(a) making real estate available to users, directly or through a
company in which it holds an interest in accordance with the provi-
sions of the RREC legislation and;
(b) within the limits fixed by the RREC legislation, hold the real estate
as mentioned under article 2, 5°, VI to X of the RREC Act.
Real estate is understood as follows:
I. real estate property as defined by Articles 517 et seq. of the Civil
Code and rights in rem over real estate property, with the exclusion of
forestry, agricultural or mining real estate;
ii. shares with voting rights issued by real estate companies that are
under exclusive or joint control by the Company;
iii. option rights on real estate;
iv. shares in public regulated real estate companies (“PRREC”) or
institutional regulated real estate companies (“IRREC”), provided, in
the latter case, the IRREC is under joint or exclusive control by the
Company;
v. rights arising from contracts giving one or more goods in finance
lease to the Company or providing other similar rights of use;
vi. shares in public Sicafis/bevaks (Belgian REITs);
vii. shares in foreign real estate collective investment trusts included
in the list referred to in Article 260 of the RREC Act;
viii. shares in real estate collective investment trusts established in
another member state of the European Economic Area not included
in the list referred to in Article 260 of the RREC Act, to the extent that
they are subject to supervision equivalent to the supervision that is
applicable to public Sicafis/Bevaks (Belgian REITs);
ix. shares issued by companies (i) with legal personality; (ii) under
the law of another member state of the European Economic Area; (iii)
which shares are admitted to trading on a regulated market and/or are
subject to prudential supervision; (iv) whose main activity consists of
acquiring or constructing real estate with a view of making it available
to users, or the direct or indirect holding of participations in certain
entities with similar main purpose; and (v) that are exempt from
income tax on profits from the activity referred to in (iv) above subject
to compliance with certain requirements, at least with respect to the
legal obligation to distribute part of their income to their shareholders
(the “Real Estate Investment Trusts”, abbreviated as “REITs”);
x. real estate certificates referred to in Article 5, § 4 of the act of
16.06.2006.
In the context of such making real estate available to users, the
PRREC can, in particular, carry out all activities related to construction,
rebuilding, renovation, development, acquisition, disposal, manage-
ment and exploitation of real estate.
3.2) On a secondary or temporary basis, the Company can make
investments in securities that do not constitute real estate in accord-
ance with the RREC legislation. These investments are made, provided
that the risk management policy, as adopted by the Company, is
respected, and will be diversified in order to ensure an adequate risk
diversification. The Company may also hold unallocated liquid funds in
all currencies in the form of on-sight or term deposits or of any easily
deployed money market instrument.
General information
218
STANDING DOCUMENT /
General information