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Cofinimmo AGM Information 2020
3933_rns_2020-07-24_b0e8a909-4d03-45d7-aba6-14f01f636f92.pdf
AGM Information
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COFINIMMO PUBLIC LIMITED LIABILITY COMPANY PUBLIC REGULATED REAL ESTATE COMPANY (BELGIAN REIT) BOULEVARD DE LA WOLUWE/WOLUWEDAL 58, 1200 BRUSSELS R.P.M. BRUXELLES 0426.184.049
On 7 August 2020, the capital of Cofinimmo is represented by 27,061,917 shares
As the attendance quorum was not reached at the extraordinary general meeting of 28 July 2020, the shareholders, directors and statutory auditor are invited to attend the extraordinary general meeting that will be held on 25 August 2020 at 02:00 PM at the registered seat of Cofinimmo, Boulevard de la Woluwe, 58, 1200 Brussels to deliberate on the following agenda
Taking into account the current circumstances and the measures in force relating to Covid-19, Cofinimmo recalls that each shareholder can be represented by a proxy holder, who can be a proxy holder for the company, or can vote by correspondence.
1. Renewal of the authorization concerning the authorized capital.
1.1. Acknowledgment of the special report of the board of directors drawn up in application of article 7:199 of the Companies and Associations Code.
As this is simply an acknowledgment, no decision is required on this point.
1.2. Proposed resolution:
The general meeting decides to renew the existing authorization concerning the authorized capital and to give a new authorization to the board of directors of the Company to increase the capital of the Company on the dates and according to the conditions which it will determine, in one or more times, up to a maximum amount of:
1°) 50% of the capital on the date of the extraordinary general meeting that approves the authorisation, rounded down, for capital increases by means of cash contributions with the possibility for the Company's shareholders to exercise a pre-emptive right or priority allocation right;
2°) 20% of the capital on the date of the extraordinary general meeting that approves the authorisation, rounded down, for capital increases in the context of the distribution of an optional dividend;
3°) 10% of the capital on the date of the general meeting that approves the authorisation, rounded down, for (i) capital increases by means of contributions in kind, (ii) capital increases by means of cash contributions without the possibility for the Company's shareholders to exercise a pre-emptive right or priority allocation right and (iii) any other type of capital increase;
it being specified (i) that the capital, within the framework of the authorized capital, may in no case be increased by an amount greater than the cumulative amount of the authorizations referred to in points 1 °, 2 ° and 3 ° and (ii) that any capital increase must take place in accordance with RREC-regulations.
The proposed authorisation will be granted for a period of five years as from the publication date in the Annexes to the Moniteur belge of the minutes of the extraordinary general meeting that approves it.
1.3. Proposed resolution:
The general meeting consequently resolves to replace the current wording of Article 6.2 of the articles of association with the following text:
"The board of directors is authorised to increase the capital on one or more occasions by a maximum amount of:
1°) seven hundred and twenty five million euros (725.000.000 EUR), being 50 % of the capital on the date of the extraordinary general meeting of [28 July 2020 or, if the quorum is not met, 25 August 2020], rounded down if necessary, for capital increases by means of cash contributions with the possibility for the Company's shareholders to exercise a pre-emptive right or priority allocation right,;
2°) two hundred ninety million euros (290.000.000 EUR), being 20% of the capital on the date of the extraordinary general meeting of [28 July 2020 or, if the quorum is not met, 25 August 2020], rounded down, for capital increases in the context of the distribution of an optional dividend;
3°) one hundred and forty-five million euros (145.000.000 EUR), being 10% of the capital on the date of the extraordinary general meeting of [28 july 2020 or, if the quorum is not met, 25 August 2020], rounded down, for:
a. capital increases by means of contributions in kind,
b. capital increases by means of cash contributions without the possibility for the Company's shareholders to exercise a pre-emptive right or priority allocation right, or
c. any other type of capital increase,
it being specified (i) that the capital, within the framework of the authorized capital, may in no case be increased by an amount greater than one billion one hundred and sixty million euros (1.160.000.000 EUR), being the cumulative amount of the authorizations referred to in points 1°, 2° and 3° and (ii) that any capital increase must take place in accordance with RREC-regulations.
The proposed authorisation will be granted for a period of five years as from the publication date in the Annexes to the Moniteur belge of the minutes of the extraordinary general meeting of [28 July 2020 or, if the quorum is not met, 25 August 2020].
Upon any capital increase, the board of directors shall determine the price, the issue premium, if any, and the conditions for issuance of the new securities.
Capital increases thus determined by the board of directors may be subscribed in cash, in kind or by a combination of both or effected through the incorporation of reserves, including profits carried forward and issue premiums, as well as all components of equity reflected in the Company's IFRS financial statements (drawn up pursuant to the applicable RREC rules) capable of being converted into capital, with or without the creation of new securities. These capital increases may also be carried out by the issue of convertible bonds, subscription rights or any other securities representing the capital or giving access thereto.
When capital increases decided on pursuant to this authorisation include an issue premium, the amount thereof shall be credited to one or more distinct accounts in the equity section on the liability side of the balance sheet. The board of directors is free to decide to place any issue premiums, possibly after deduction of an amount at most equal to the costs of the capital increase in the meaning of the applicable IFRS-rules, on an unavailable account, which will provide a guarantee for third parties in the same manner as the capital and which can only be reduced or abolished by means of a resolution of the general meeting deciding in accordance with the quorum and majority requirements for an amendment of the Articles of Association, except in the case of the conversion into capital.
If the capital increase is accompanied by an issue premium, only the amount of the capital increase will be deducted from the remaining available amount of the authorised capital.
The board of directors is authorised to restrict or cancel the preferential subscription right of shareholders, even in favour of one or more specific persons other than employees of the company or of one of its subsidiaries, under the conditions applicable under the RREC regulations. If and insofar as an irreducible allocation right must be granted to existing shareholders when the new shares are allocated, it meets the conditions provided for by the RREC regulations. In any event, it does not need to be granted in those cases of contribution in cash described in accordance with Article 6.4 of the articles.
Capital increases by way of a contribution in kind shall be carried out in accordance with the requirements of the RREC rules and the conditions set out in Article 6.4 of the articles of association. Such contributions may also concern dividend entitlements in the context of the distribution of an optional dividend.
The board of directors is authorised to have set down in a notarised document the resulting amendments to the articles."
A new authorization relating to the authorized capital is proposed. For an explanation of the content of this new authorization, reference is made to the special report of the board of directors drawn up in application of article 7:199 CAC, available on the company's website.https://www.cofinimmo.com/investors/shareholder-information/general-meetings/.
The authorisation relating to the current authorised capital, granted at the extraordinary general meeting held on 15 January 2020, shall be replaced with the new proposed authorisation. If the new proposed authorisation is not approved, the authorisation relating to the current authorised capital shall continue to apply to the Company's board of directors.
The board of directors requests that you approve, by separate vote, points 1°), 2°) and 3°) of the item 1.2 of the agenda, it being understood that depending on the outcome of the vote on each of these points, the final wording of Article 6.2 may be adapted at this meeting.
This proposed resolution is subject to approval by a special majority of at least three quarters of the votes cast.
The board of directors requests that you adopt this proposal.
2. Reduction of a part of the blocked account "Issue Premium" by transfer on a unblocked account "Issue Premium"
Proposed resolution:
The General Meeting decides to reduce the blocked account "Issue Premiums" by EUR 450,000,000 by transfer to an unblocked account "Issue Premiums".
The decision to intervene will be final but its implementation will be subject to the conditions and deadlines provided for in articles 7:208 et seq. of the Companies and Associations Code for capital reductions.
Cofinimmo is a Regulated Real Estate Company ("RREC") and is subject to a minimum dividend distribution obligation which is, under article 45, 2° of the law of May 12, 2014 relating to regulated real estate companies ("Law RREC"), set at 80% of its operating profit determined in accordance with the diagram in Chapter III of Annex C of the Royal Decree of 13 July 2014 on regulated real estate companies ("RD RREC"). As a public limited company, it is also subject to article 7:212 of the Code of Companies and Associations ("CCA") which provides that "No distribution may be made when the net assets, as it results from the annual accounts, is, or would become, following such a distribution, lower than the amount of the paid-up capital or, if this amount is higher, of the capital called up, increased by all the reserves which the law or the statutes do not allow to distribute.".
The cumulative application of the two rules may reveal an inconsistency: it is not inconceivable that the distribution of 80% of the operating profit referred to above collides with the application of article 7:212 of the CCA, in particular in the event of sales of buildings at market value which have in the past been subject to write-downs (hitherto unrealized and deducted from reserves). In the event of transfer of such buildings, these write-downs become "realized" and negatively affect the margin defined by article 7:212 of the CCA.
De board of directors proposes to transfer an amount from the blocked account "Issue Premiums" to an unblocked account "Issue Premiums". It is specified that the company does not intend to distribute this amount, but simply to create an adequate margin for
distribution capacity which allows in particular to take timely arbitration decisions within the portfolio while respecting both the RREC Law and the CCA. The attention of shareholders is drawn to the fact that the transfer of EUR 450,000,000 to an "unblocked" account could lead, by the distribution of the result, to the equity of the company falling below the level of equity contributed by the shareholders and increased by undistributable reserves.
This proposed resolution is subject to approval by a special majority of at least three quarters of the votes cast.
The board of directors requests that you adopt this proposal.
3. Insertion of the possibility for shareholders to participate remotely in the general meeting via electronic means of communication.
Proposed resolution:
De General Assembly decides to insert of the possibility for shareholders to participate remotely in the general meeting via electronic means of communication.
The meeting decides to make the current single paragraph of article 25 of the articles of association, § 1 of this article.
The assembly decides to add a new § 2 to article 25 of the statutes, worded as follows:
"In accordance with article 7:137 of the Companies and Associations Code, the board of directors may provide that each shareholder and each other holder of securities referred to in article 7:137 of the Companies and Associations Code may also participate remotely in the general meeting by means of an electronic communication means made available by the Company.
Shareholders who take part in the general meeting in this way are deemed to be present at the place where the meeting is held for compliance with the quorum and majority conditions.
The electronic means of communication mentioned above must enable the Company to verify the quality and identity of the shareholder, in accordance with the procedures laid down by the board of directors. The latter may fix any additional conditions to guarantee the security of the electronic means of communication. The electronic means of communication must at least enable the holders of the securities referred to in the first paragraph to directly, simultaneously and continuously, take knowledge of the discussions within the meeting and, as regards the shareholders, to exercise the right to vote on all points on which the meeting is called to vote. The board of directors may provide that the electronic means of communication also makes it possible to participate in deliberations and to ask questions.
If the board of directors makes use of the possibility of participating remotely in the general meeting by means of an electronic communication means, the invitation to the general meeting mentions the applicable procedures and conditions ".
The company has wanted to provide shareholders with the opportunity to follow discussions during each meeting in real time and to exercise their remote voting rights. The implementation of this possibility of remote participation is a decision of the Board of Directors for each meeting.
This proposed resolution is subject to approval by a special majority of at least three quarters of the votes cast.
The board of directors requests that you adopt this proposal.
4. Powers of attorney.
Proposed resolution:
The general meeting decides to grant a special power of attorney: to (i) each director of the Company, each acting alone and with power of substitution, to do all that is necessary or useful to execute the foregoing resolutions, and to (ii) each notary and / or collaborator of "Berquin Notaires" SCRL, all powers to draft the text of the coordination of the articles of association of the Company, sign and deposit them in the electronic database provided for this purpose, in accordance with legal provisions in this area.
This proposed resolution is subject to approval by a simple majority of the votes cast.
The board of directors requests that you adopt this proposal.
It is specified that by decision of 16 June 2020, the Financial Services and Markets Authority (FSMA) approved the proposed amendments to the Articles of Association.
I. ADMISSION FORMALITIES
The Extraordinary General Meeting of 28 July 2020 did not meet the attendance quorum required by law.
In accordance with Article 7:134, §2, of the Belgian Company and Associations Code, shareholders will only be admitted and may vote at the Extraordinary General Meeting provided that the two following conditions are respected:
1) COFINIMMO must obtain the proof that the shareholders were on 11 August 2020 at midnight (the "Registration Date") in the possession of the number of shares for which the shareholder intends to participate at the General Meeting, and,
2) COFINIMMO must receive a confirmation of the intention to participate to the General Meeting, at the latest on 19 August 2020.
1. REGISTRATION
The registration procedure is as follows :
The holders of registered shares have to be registered in the register of registered shares of COFINIMMO on 11 August 2020 at midnight (Belgian time) for the number of shares for which the shareholder intends to participate at the General Meeting.
The holders of dematerialized shares have to notify their financial intermediary or recognised account holder at the latest on 11 August 2020 at midnight (Belgian time) the number of shares for which the shareholder intends to participate at the General Meeting. The financial intermediary will produce a registration certificate for this purpose.
Only persons who are shareholders on the Registration Date will have the right to participate and vote at the general meeting, irrespective of the number of shares held by the shareholder on the day of the general meeting.
The deposit of the abovementioned registration certificate by the owners of dematerialized shares must be made at the latest on 19 August 2020 at the BANQUE DEGROOF PETERCAM, 1040 Brussels, rue de l'Industrie, 44 ([email protected]).
2. CONFIRMATION OF PARTICIPATION
In addition to the registration procedure described above, shareholders who intend to attend the general meeting must notify their intention to participate in the general meeting no later than 19 August 2020:
Holders of registered shares must notify COFINIMMO by ordinary letter addressed to the company's registered office (Boulevard de la Woluwe 58, 1200 Brussels), or by e-mail ([email protected]) of their intention to attend the meeting .
Holders of dematerialized shares must deposit the certificate referred to in the REGISTRATION section at BANQUE DEGROOF PETERCAM, 1040 Brussels, rue de l´Industrie, 44 ([email protected]).
3. PROXY
Shareholders can be represented by a proxy-holder, using the form of proxy established by the company. This form can be obtained on the company's website (https://www.cofinimmo.com/investors/shareholder-information/general-meetings/).
Shareholders who wish to be represented must comply with the registration procedure described above.
For holders of registered shares, a copy of the signed form has to be sent to the company by e-mail ([email protected]) at the latest on 19 August 2020.
For holders of dematerialized shares, a copy of the signed form has to be sent by e-mail to BANQUE DEGROOF PETERCAM ([email protected]), at the latest on 19 August 2020.
The proxies which have been received for the Extraordinary General Meeting of 28 July 2020 remain valid and don't have to be renewed provided that the registration formalities are completed.
4. VOTE BY CORRESPONDENCE
Shareholders can vote by correspondence using the correspondence voting form established by the company. This form can be obtained on the company's website (https://www.cofinimmo.com/investors/shareholder-information/general-meetings/).
Shareholders who wish to be represented must comply with the registration procedure described above.
For holders of registered shares, a copy of the signed form has to be sent to the company by e-mail ([email protected]) at the latest on 19 August 2020.
For holders of dematerialized shares, a copy of the signed form has to be sent by e-mail to BANQUE DEGROOF PETERCAM ([email protected]), at the latest on 19 August 2020.
The correspondence voting forms which have been received for the Extraordinary General Meeting of 28 July 2020 remain valid and don't have to be renewed provided that the registration formalities are completed.
II. IMPORTANT INFORMATION
Approval of the proposed resolutions of the agenda
It is specified that in order to be adopted, the proposed amendments to the articles of association require the special majorities of at least three-quarters of the votes with which the vote for points 1, 2 and 3 is taken.
The Meeting of 25 August 2020 may validly deliberate on the items of the agenda regardless of the portion of the capital represented by the shareholders presented or represented.
Right to submit questions
Shareholders have the right to submit written questions to the directors and/or the auditor prior to the general meeting. These questions have to be received by the company prior to the general meeting by ordinary letter at its registered seat (Boulevard de la Woluwe 58, 1200 Bruxelles) or per e-mail ([email protected]). Such written questions must reach at the latest on 19 August 2020. Further information on the aforementioned rights and the mode of practice are available on the website of the company (https://www.cofinimmo.com/investors/shareholder-information/general-meetings/).
Available documents
All of the documentation regarding the General Meeting that is required to be available by Law to the shareholders can be consulted on the company's website (https://www.cofinimmo.com/investors/shareholder-information/general-meetings/) as from 7 August 2020.