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Cofinimmo — Proxy Solicitation & Information Statement 2024
May 17, 2024
3933_rns_2024-05-17_4db45a94-9d96-46ce-a51b-5969790550a2.pdf
Proxy Solicitation & Information Statement
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COFINIMMO PUBLIC LIMITED COMPANY PUBLIC REGULATED REAL ESTATE COMPANY UNDER BELGIAN LAW BOULEVARD DE LA WOLUWE 58, 1200 BRUSSELS REGISTER OF LEGAL ENTITIES BRUSSELS 0426.184.049 (hereunder the "Company")
VOTE BY CORRESPONDENCE
For the holders of registered shares, a copy of the signed correspondence voting form must be sent by ordinary letter to the Company's registered office (Boulevard de la Woluwe 58, 1200 Brussels), or by email ([email protected]) by 30 May 2024 at the latest. A copy of the signed correspondence form can be emailed to ABN AMRO ([email protected]) by 30 May 2024 at the latest.
For the holders of dematerialised shares, a copy of the signed correspondence voting form must be sent to ABN AMRO by email ([email protected]) by 30 May 2024 at the latest.
I, the undersigned,
| Legal person: | ||||
|---|---|---|---|---|
| Company name and legal form: | ||||
| Registered office: | ||||
| Validly represented by: | Residing at: | |||
| Natural person: | ||||
| Last name: | ||||
| First name : | ||||
| Address: |
Declares that the following shares have been registered in the accounts on the Registration Date (see practical modalities): …………………………..dematerialised shares
…………………………..registered shares, in full ownership, in bare ownership, in usufruct (cross out as appropriate) of the public limited company COFINIMMO with registered office at 1200 Brussels, Boulevard de la Woluwe, 58, registered in the Register of Legal Entities under number BE 0426 184 049.
Exercises his/her right to vote on the agenda items of the extraordinary shareholders' meeting which will be held on 5 June 2024 at 15:00 (hereinafter the "General Meeting") (cfr. agenda published in the Belgian Official Gazette, in L'Echo and in De Tijd and on our website www.cofinimmo.com):
The correspondence voting forms which have been received for the extraordinary general meeting of 8 May 2024 remain valid and don't have to be renewed provided that the registration formalities are completed (cf. admission conditions).
EXTRAORDINARY SHAREHOLDERS' MEETING OF 5 JUNE 2024 AT 15:00
| 1. | Renewal of the authorisation concerning the authorised capital | ||||
|---|---|---|---|---|---|
| 1.1. | Acknowledgement of the special report of the board of directors in accordance with article 7:199 of the Companies and Associations Code |
DOES NOT REQUIRE A VOTE | |||
| 1.2. | Proposal to authorise the board of directors to increase the capital by a maximum amount of: | ||||
| 1°) 50% of the amount of the capital on the date of the extraordinary shareholders' meeting that will approve the authorisation, rounded if necessary, for capital increases by contributions in cash, with the possibility for the Company's shareholders to exercise a pre-emptive right or priority allocation right |
YES* | NO* | ABSTENTION* | ||
| 2°) 20% of the amount of the capital on the date of the extraordinary shareholders' meeting that will approve the authorisation, rounded if necessary, for capital increases in the context of the distribution of an optional dividend |
YES* | NO* | ABSTENTION* | ||
| 3°) 10% of the amount of the capital on the date of the extraordinary shareholders' meeting that will approve the authorisation, rounded if necessary, for (a.) capital increases by contributions in kind, (b.) capital increases by contributions in cash 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 |
YES* | NO* | ABSTENTION* | ||
| 1.3. | Amendment to article 6.2 of the articles of association | YES* | NO* | ABSTENTION* | |
| 2. | Authorisations to the board of directors to acquire, pledge and dispose of the Company's own shares | ||||
| 2.1. | Proposal to replace the authorisations relating to the acquisition, pledge and disposal of own shares granted to the board of directors with new authorisations to acquire, pledge and dispose of the Company's shares and to replace article 6.3 of the articles of association |
YES* | NO* | ABSTENTION* | |
| 3. | Authorisation to the board of directors to proceed with the distribution to the employees of the Company and its subsidiaries of a part of the Company's profits |
||||
| 3.1. | Proposal to replace the authorisation granted to the board of directors with a new authorisation to proceed with the distribution to employees of the Company and its subsidiaries of a part of the profits and to replace article 29, paragraph 2 and seq. of the articles of association |
YES* | NO* | ABSTENTION* | |
| 4. | Amendment to article 12 of the articles of association relating to the powers of the board of directors |
YES* | NO* | ABSTENTION* | |
| 5. | Amendment to article 13 of the articles of association relating to the executive committee |
YES* | NO* | ABSTENTION* | |
| 6. | Amendment to article 17 of the articles of association relating to the representation of the Company and the signing of documents |
YES* | NO* | ABSTENTION* | |
| 7. | Proposal to adopt a new text of the Company's articles of association in order to bring them in line with the proposed decisions mentioned in this agenda |
YES* | NO* | ABSTENTION* | |
| 8. | Delegation of powers | YES* | NO* | ABSTENTION* |
(*) cross out as appropriate
Signed in _____________________, on ________________ _________________________________________