Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Aedifica SA Governance Information 2026

Apr 2, 2026

3904_rns_2026-04-02_246fa636-7ea3-432d-8d86-82af1d9e4bbd.pdf

Governance Information

Open in viewer

Opens in your device viewer

Annex: Proposed amendments to Article 6.4 of the Articles of Association

6.4. Authorised capital

The Board of Directors is authorised, within the limits of the mandatory provisions of applicable company law, to increase the capital in one or more instalments, o n the dates and in accordance with the terms and conditions as will t o be determined by the Board of Directors, by on one or more occasions, up to a maximum amount of:

1. [to be completed: 50% of the amount of the c apital on the date of the Extraordinary General Meeting of 14 May 2024, as the case may be , rounded down to the nearest euro cent , ] for capital increases through cash contributions, providing for the possibility for the Company's shareholders to exercise their preferential subscription rights or irreducible allocation rights, 2. [to be completed: 20% of the amount of the c apital on the date of the Extraordinary General Meeting of 14 May 2024, as the case may be , rounded down to the nearest euro cent , ] for capital increases in connection with the distribution of an optional dividend, and 3. [to be completed: 20% or 10% of the amount of the c apital on the date of the Extraordinary General Meeting of 14 May 2024, as the case may be , rounded down to the nearest euro cent , ] , for a. capital increases through contributions in kind, b. capital increases through cash contributions without the possibility for the Company's shareholders to exercise their preferential subscription rights or irreducible allocation rights, or c. any other form of capital increase, it being understood that the capital within the framework of the authorised capital may never be increased by an amount greater than that of the capital on the date of the Extraordinary General Meeting that approved the authorisation (in other words, that the sum of the capital increases within the framework of the proposed authorisations may not exceed the amount of the capital on the date of the Extraordinary General Meeting that approved the authorisation).

This authorisation is granted for a renewable period of two years , calculated from the date of publication of the minutes of the Extraordinary General Meeting of 14 May 2024, in the annexes to the Belgian Official Gazette E xtraordinary General Meeting approving the authorisation. In the event of any capital increase, the Board of Directors shall set the price, any issue premium and the terms and conditions of issue of the new securities.

Capital increases decided upon by the Board of Directors may be subscribed in cash, in kind or by mixed contribution, or by incorporation of reserves, including retained earnings and issue premiums, as well as all items of equity in the Company's statutory IFRS annual accounts (prepared in accordance with applicable RREC regulations) that may be converted into capital, with or without the creation of new securities. These capital increases may also be carried out through the issue of convertible bonds, subscription rights or bonds redeemable in shares or other securities, which may give rise to the creation of the same securities. The Board of Directors may decide to increase the capital below or above par value, or at par value of existing shares of the same class.

Any issue premiums, possibly after deduction of a maximum amount equal to the costs of the increase within the meaning of the applicable IFRS rules, will be recorded in one or more separate accounts in shareholders' equity on the liabilities side of the balance sheet and will be available for distribution. The Board of Directors is free to decide to place any issue premiums, possibly after deduction of a maximum amount equal to the costs of the capital increase within the meaning of the applicable IFRS rules, in an unavailable account, which will constitute, in the same way as the capital, a guarantee for third parties, and which may not be reduced or cancelled in any way other than by a decision of the General Meeting taken in accordance with the quorum and majority requirements procedures required for an amendment to the Articles of Association, with the exception of conversion into capital.

In the event of a capital increase accompanied by an issue premium, only the amount credited to the capital shall be deducted from the remaining usable amount of the authorised capital.

The W ithout prejudice to the application of mandatory provisions of the relevant company and RREC Legislation, the Board of Directors is also authorised to restrict or c ancel or limit the preferential subscription rights of shareholders, even in favour of one or more specific persons other than

employees of the Company or of one of its subsidiaries, provided that, to the extent required by the RREC Legislation, an irreducible allocation right is granted to the existing shareholders when the new securities are allocated.

Where applicable, this irreducible allocation right must comply with the conditions set out in the RREC Legislation and Article 6.3 (a) of the Articles of Association. In any event, it shall not be granted in the cases of cash contributions described in Article 6.3 (a) paragraphs 2 and 3 of the Articles of Association. Capital increases by contribution in kind are carried out in accordance with the conditions prescribed by the RREC Legislation and the conditions set out in Article 6.3 (b) of the Articles of Association. Such contributions may also relate to dividend rights in the context of the distribution of an optional dividend.

The Board of Directors has the power to amend the Company's Articles of Association in an officially certified deed a ccordance with the capital increase(s) carried out within the framework of the authorised capital.