Cofinimmo - Annual Financial Report 2015

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It may also carry out operations involving hedging instruments,
provided that they aim exclusively at hedging interest rate and
currency risks within the framework of financing and management of
the real estate held by the Company. They exclude all operations of a
speculative nature.
3.3) The Company can confer or take finance-leasing contracts for
one or more buildings. The activity of giving a finance-lease with the
option to purchase real estate properties may only be exercised on a
secondary basis, unless these real estate properties are intended for
purposes in the public interest, in which social housing and educa-
tion are included (in which case they may be exercised on a primary
basis).
3.4) The Company may take an interest, by means of a merger or
otherwise, in all businesses, enterprises or companies having a
similar or complementary purpose, aiming at enhancing the corpo-
rate development and, in general, performing all operations directly
or indirectly linked to its corporate purpose, as well as all useful or
necessary actions to execute its corporate purpose.
The company is bound to carry out all of its activities and operations
in compliance with the regulations and within the limits laid down by
the RREC legislation and any other applicable legislation.
ARTICLE 4: PROHIBITIONS
The Company may not:
• act as property developer in accordance with the RREC legislation,
except on an occasional basis;
• participate in an underwriting or guarantee syndicate;
• lend financial instruments, with the exclusion of loans subject to
the conditions and provisions of the Royal Decree of 07.03.2006;
• acquire financial instruments issued by a company or association
under private law that has been declared bankrupt, that has
entered into an amicable settlement with its creditors, that is
currently subject to a judicial reorganisation procedure, that has
obtained a suspension of payment, or that has been subject to a
similar measure abroad.
FINANCIAL YEAR
The financial year starts on January 1st and ends on December 31st of
each year.
PLACES AT WHICH DOCUMENTS ACCESSIBLE TO THE
PUBLIC MAY BE CONSULTED
The company’s articles of association may be consulted at the clerk’s
office of the Brussels Commercial Court as well as on the website
.
The company and consolidated accounts of the Cofinimmo Group
are filed at the National Bank of Belgium, in accordance with the
legal provisions governing the matter. Decisions with regard to the
appointment and resignation of members of the Board of Directors
are published in the annexes of the Belgian Official Gazette (Moniteur
Belge/Belgisch Staatsblad). Notices convening General Shareholder
Meetings are published in the annexes of the Belgian Official Gazette
and in two financial daily newspapers. These notices and all docu-
ments relating to the General Shareholder Meetings are simultane-
ously available on the website .
All press releases and other financial information given out by the
Cofinimmo Group over the past five years can be consulted on the
website . The Annual Reports and the Annual
Financial Reports may be obtained from the registered offices or
consulted on the website . They are sent each
year to the registered shareholders and to any parties expressing a
wish to receive them. They include Reports by the real estate expert
and the statutory Auditor.
DECLARATIONS
RESPONSIBLE PEOPLE
The Board of Directors of Cofinimmo SA/NV assumes the responsi-
bility for the content of this Annual Financial Report, subject to the
information supplied by third parties, including the reports of the
statutory auditor and the real estate experts. The Board, composed
as described on page 113, declares that to the best of its knowledge:
• this Annual Financial Report contains a fair and true statement
of the important events and, as the case may be, of major
transactions between related parties that have occurred during the
year and their impact on the financial statements;
• this Report has no omissions likely to significantly modify the
scope of any statements made in it;
• the financial statements, established in conformity with the
applicable accounting standards, have been submitted to the
statutory auditor for a complete audit review and give a fair and
true image of the portfolio, the financial situation and the results of
Cofinimmo and its subsidiaries incorporated in the consolidation;
moreover, the Management Report includes an outlook for the
result of the coming year as well as a comment on the risks and
uncertainties confronting the company (see pages 2 to 10).
FORECAST INFORMATION
This Annual Financial Report contains forecast information based on
company plans, estimates and projections, as well as on its reason-
able expectations concerning external events and factors. By its
nature, this forecast information is subject to risks and uncertainties
that may have as consequence that the results, financial situation,
performance and actual figures differ from this information. Taking
into account these uncertain factors, statements regarding future
developments cannot be considered as a guarantee whatsoever.
DECLARATION CONCERNING THE DIRECTORS
The Board of Directors of Cofinimmo SA/NV declares that, to the best
of its knowledge:
• none of the Directors has ever been convicted for a fraud-related
offence, that no official and/or public incrimination has been
expressed or any sanctions ever imposed by a legal or supervisory
authority, that no Director has been prohibited by court to act as a
member of the Directing body and that in this capacity they have
never been implicated in a bankruptcy;
• no employment contract has been entered into with the Directors,
with the Executive Committee or with the RREC providing for the
payment of compensation upon termination of the employment
contract, except for the comment in the section “Contractual terms
of the members of the Executive Committee” in the “Corporate
Governance Statement” chapter.
DECLARATION CONCERNING INFORMATION
FROM THIRD PARTIES
The information published in this Report provided by third parties,
such as the “Report by the real estate expert” and the “Statutory
Auditor’s Report”, has been included with the consent of the person
who has vouched for the content, form and context of this part
of the registration document. This information has been faithfully
reproduced and, as far as the Board of Directors knows and is able to
assure in the light of data published by this third party, no facts have
been omitted that might render the reproduced information incorrect
or misleading.
HISTORICAL FINANCIAL INFORMATION REFERRED
TO BY REFERENCE
The Annual Financial Reports of the last five years and particularly
those concerning financial year 2013 and 2014 included by refer-
ence in this Annual Financial Report comprising the company and
consolidated annual accounts and the auditor’s reports, as well as
the Half-Yearly Financial Reports may be consulted on the website
.
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