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DESCRIPTION OF SHARE TYPES
On 31.12.2015, Cofinimmo had issued 20,344,267 ordinary shares. In
order to modify their rights, the procedure referred to in the Articles of
Association, as provided by Law, is applicable.
In addition to ordinary shares, Cofinimmo issued two series of prefer-
ence shares in 2004. The main features of the preference shares are:
•
priority right to an annual fixed gross dividend of 6.37 EUR per
share, capped at this amount, which represents a gross yield of
5.90% and 6.10% respectively for the COFP1 and COFP2 in relation to
the subscription price or a net yield of 4.31% and 4.45% respectively
after the deduction of the 27% withholding tax;
•
priority right in case of liquidation to a distribution equal to the
issue price, capped at this amount;
•
option for the holder to convert preference shares into ordinary
shares starting from the fifth anniversary of their issue date
(01.05.2009) and during the last 10 days of each quarter, at a rate of
one new ordinary share for one preference share (see also pages
224 and 225);
•
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, starting from
the 15
th
anniversary of their issue date (2009);
•
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 702,490 preference shares (on Euronext: COFP1)
was issued on 30.04.2004, the second series of 797,276 shares (on
Euronext: COFP2) on 26.05.2004. The characteristics of these series
of preference shares are identical, with the exception of the issue
price (107.89 EUR for the COFP1 shares vs. 104.44 EUR for the COFP2
shares), which represents the purchase price.
EVOLUTION OF THE CONVERSION OF
PREFERENCE SHARES INTO ORDINARY
SHARES
Converted
COFP1 shares
Converted
COFP2 shares
2009
112,885
60,188
2010
27,878
49,505
2011
48,430
133,071
2012
118,099
260,313
2013
50
497
2014
100
2,097
From 22.03.2015 to 31.03.2015
39
From 21.06.2015 to 30.06.2015
438
From 21.09.2015 to 30.09.2015
49
From 22.12.2015 to 31.12.2015
111
AUTHORISED CAPITAL
At 31.12.2015, the authorised capital amounted to 376,262,270.32 EUR
(see Note 30).
On 06.01.2016, the Extraordinary General Assembly decided to
authorise the Board of Directors to increase the company’s share
capital pursuant to Articles 603 et seq. of the Company Code, at
one or more times, for a period of five years from the date of the
publication of the 03.02.2016 in the annexes of the Belgian Official
Gazette (Moniteur Belge/Belgisch Staatsblad) of the minutes of the
Extraordinary General Assembly of 06.01.2016, 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.
CHANGES IN TREASURY SHARES
(OWN SHARES)
The number of treasury shares held by the Cofinimmo Group at
01.01.2015 amounted to 54,414. All these shares are entitled to a share
in the results of the financial year starting 01.01.2015.
The number of treasury shares held by the Cofinimmo Group on
31.12.2015 came to 50,114 (held by Cofinimmo SA/NV), which represents
a level of self-ownership of 0.24%.
POSITION AT 01.01.2015
54,414
Transfers and disposals of shares within the stock
option plan reserved for employees during the first half
of 2015
- 3,600
Transfers and disposals of shares within the stock
option plan reserved for employees during the second
half of 2015
- 700
POSITION AT 31.12.2015
50,114
SHAREHOLDERS’ STRUCTURE
The shareholding structure is set out in the “Cofinimmo in the Stock
Market” chapter of this Annual Financial Report. It can also be
consulted on the companywebsite
www.cofinimmo.com.
222
STANDING DOCUMENT /
Share capital