227 / 236
Extracts from the Articles of Association
SUMMARY OF CHANGES IN 2015
The Articles of Association were not modified, except article 6 on
subscribed and paid-up capital.
On 06.01.2016, the Extraordinary General Assembly renewed the
authorisation provided for in article 6.2 concerning authorised capital
as well as the article 29 relating to distribution to employees.
CAPITAL
Article 6, Point 2 - Authorised capital
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.
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. In the case of a capital increase accompanied by the payment
or entry in the accounts of a share premium, only the amount
assigned to the capital will be subtracted from the remaining available
amount of the authorised capital.
This authorisation is granted for a period of five years from the date
of publication of the minutes of the Extraordinary General Meeting of
06.01.2016.
For any capital increase, the Board of Directors fixes the price, the
share premium, where appropriate, and the issue conditions for new
shares, unless a decision on these elements is taken by the General
Shareholders’ Meeting itself.
Share capital increases which are thus decided upon by the Board of
Directors may be carried out by subscription for cash or by non-cash
contributions, provided that the legal provisions are respected, or
by incorporation of reserves or the share premium account, with
or without the creation of new shares, and increases may give rise
to the issue of Ordinary Shares or Preference Shares. These capital
increases may also be carried out by the issue of convertible bonds
or subscription rights – whether or not attached to another security
– which can give rise to the creation of Ordinary Shares or Preference
Shares.
The Board of Directors is empowered to abolish or limit the share-
holders’ preference rights, including those in favour of specified
persons other than the company’s staff members or those of its
subsidiaries only (I) within the limits set out in point a) of the first
paragraph of the first article, and (ii) provided that a priority allocation
right is granted to existing shareholders when new securities are
allocated. This irreducible allocation right must meet the conditions
laid down by the RREC legislation and Article 6.4 of the Articles of
Association. It does not need to be granted in the case of cash contri-
bution under the distribution of an optional dividend, in the circum-
stances provided for in Article 6.4 of the Articles of Association.
Share capital increases by non-cash contribution are carried out in
accordance with the conditions laid down by the RREC legislation and
the conditions provided for in Article 6.4 of the Articles of Association.
Such contributions may also relate to the dividend right in the context
of the distribution of an optional dividend.
Where capital increases decided in accordance with these authorisa-
tions involve a share premium, the amount thereof, after charging any
expenses, shall be allocated to an account not available for distribu-
tion known as a “share premium account” which shall constitute, like
the capital, the guarantee of third parties and may not be reduced
or annulled except by decision of the General Meeting deliberating
subject to the conditions of quorum and majority required for reducing
the capital, under reservation of its incorporation in the capital.
Article 6, Point 3 - Acquisition, pledge and disposal
of own shares
The company may acquire or pledge its own shares subject to
the conditions laid down by the Law. It is authorised to dispose of
shares, on or off the stock market, under the conditions laid down
by the Board of Directors, without prior authorisation of the General
Shareholders’ Meeting.
During a period of five years following the publication of the General
Meeting of 05.12.2013, the Board of Directors may acquire, accept as
security and transfer (even outside the stock exchange) on behalf
of Cofinimmo, the own shares of the Company at a unit price that
may not be less than eighty-five per cent (85%) of the closing market
price on the day preceding the date of the transaction (acquisition,
sale and acceptance as security) and that may not be more than one
hundred and fifteen per cent (115%) of the closing market price on the
day preceding the date of the transaction (acquisition, acceptance as
security) whereby Cofinimmo may at no time hold more than twenty
per cent (10%) of the total issued shares.
The authorisations referred to above include the acquisitions and
disposals of company shares by one or more direct subsidiaries of
this company, within the meaning of the legal provisions relating
to the acquisition of shares in their parent company by subsidiary
companies. The authorisations referred to above cover both Ordinary
Shares and Preference Shares.
Article 6, Point 4 - Capital increases
All capital increases will be carried out in accordance with Articles 581
to 609 of the Company Code as well as the RREC legislation.
The Company may not directly or indirectly subscribe for its own
capital increase.
For any capital increase, the Board of Directors fixes the price, the
share premium, where appropriate, and the issue conditions for new
shares, unless a decision on these elements is taken by the General
Shareholders’ Meeting itself.
If shares are being issued without nominal value, under the par value
of the existing shares, this must be mentioned explicitly in the notice
convening the general meeting.
If the General Meeting decides to request the payment of an issue
price, the latter must be booked to a non-available reserve account
which can only be reduced or abolished by a decision of the General
Meeting taken in accordance with the provisions laid down in the
amended articles of association. The issue premium, in the same
capacity as the capital, will be in the nature of a common pledge in
favour of third parties.
The in-kind contributions may also include dividend rights in the
context of distributing an optional dividend, with or without additional
cash contributions.
In the case of capital increases by way of cash contributions by a
decision of the shareholders at a General meeting or in the context of
authorised capital, the shareholders’ right of preference may only be
limited or abolished, to the extent that a priority allocation right has
been granted to the existing shareholders in the course of allocating
new securities. This priority allocation right meets the following condi-
tions in accordance with the RREC legislation:
1.
it must refer to the entirety of the newly issued shares;
2.
it must be granted to the shareholders in proportion to the share of the
capital represented by their shares at the time of the operation;
3.
a maximum price per share must be announced at latest the day
before the commencement of the public subscription period, which
must run for a minimum term of three stock-exchange days.
223