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Nextensa SA AGM Information 2011

Apr 16, 2011

3982_rns_2011-04-16_d2c42146-77b4-42bf-a130-6531b104f484.pdf

AGM Information

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FOR INFORMATION PURPOSES ONLY

LEASINVEST REAL ESTATE Partnership limited by shares Public real estate investment trust under Belgian law Bld. de la Woluwe 2, 1150 Brussels Company number: 0436.323.915 (the "Company")

The statutory manager has the pleasure of inviting the shareholders to the ordinary general meeting and the extraordinary general meeting which will consequently be held on Monday 16 May 2011 at 4 PM (16.00h), at the registered office of the manager, Schermersstraat 42, 2000 Antwerp, with the following respective agendas:

ORDINARY GENERAL MEETING

AGENDA AND PROPOSALS FOR DECISION

    1. Communication and discussion of the annual report of the statutory manager with regard to the statutory and consolidated accounts per 31 December 2010.
    1. Reading of the report of the auditor with regard to the statutory and consolidated accounts per 31 December 2010.
    1. Approval of the statutory and consolidated annual accounts over the financial year closed on 31 December 2010.

Proposal for decision: After the preliminary reading of the annual report and the report of the auditor and communication of the statutory and consolidated annual accounts closed per 31 December 2010, the statutory and consolidated annual accounts per 31 December 2010 are approved.

    1. Appropriation of the result Dividend distribution. Proposal for decision: The profit for appropriation of the financial year 2010, defined based on the statutory annual accounts, amounts to € 13,895,652. Taking into account the profit carried forward from the previous financial year of € 5,159,592, this results in a profit for appropriation of € 19,055,244. The board of directors of the statutory manager proposes to affect the profit for appropriation of € 19,055,244 as follows:
  • € 2,669,603 over to be carried forward to the next financial year,
  • € 16,385,641 to be distributed as dividends.

The board of directors of the statutory manager proposes to distribute a dividend of € 4.10 gross and net, free from withholding tax, of € 3.485 on 23 May 2011. Subject to the approval by the ordinary general meeting the dividends will be paid upon presentation of coupon nr.12 as from 23 May 2011 at the branches of its main paying agent Bank Delen, or at the branches of ING Bank, Dexia Bank, BNP Paribas Fortis Bank and Bank Degroof.

  1. Discharge to the statutory manager.

Proposal for decision: the general meeting gives discharge to the only statutory manager, Leasinvest Real Estate Management SA, for the execution of his mandate during the past financial year, by separate vote.

  1. Discharge to the auditor.

Proposal for decision: the general meeting gives discharge to the auditor for the execution of his mandate during the past financial year.

  1. Approval of the compensation for departure of the permanent representative of the statutory manager.

Proposal for decision: The general meeting approves the provisions with regard to the compensation for departure of 24 months for Mr Jean-Louis Appelmans in accordance with art. 554 of the Company Code.

  1. Questions of the shareholders to the directors of the statutory manager with regard to the annual report or the agenda items and questions to the auditor with regard to his report.

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

AGENDA AND PROPOSALS FOR DECISION WITH REGARD TO THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

I. NEW AUTHORIZATIONS WITH REGARD TO THE AUTHORIZED CAPITAL

  1. Withdrawal of the current authorization of the statutory manager with regard to the authorized capital. 2. Examination and discussion of the report of the statutory manager drawn up in accordance with article

604 of the Company Code juncto article 657 of the Company Code.

  1. Granting to the statutory manager of a new authorization with regard to the authorized capital with the widest powers in accordance with the Company Law and the legislation on sicafis including the power to also make use of this authority in the case of a public take-over bid in accordance with article 607 of the Company Law.

Proposal for decision:

The current authorization of the statutory manager with regard to the authorized capital is withdrawn as from as from the date on which the new authorization below enters into force.

After the preliminary examination and approval of the report of the statutory manager drawn up in accordance with article 604 of the Company Code, the meeting grants the widest powers to the statutory manager in accordance with the articles 605 and 607 of the Company Code and the articles 13 and 14 of the RD on sicafis, for a term of 5 years as from the publication of this decision, to increase the capital of the Company, in one or more instalments, by € 44,128,326.64, in cash or in kind, as these powers are described in the project of the new articles of association sub title III. The statutory manager will also be able to make use of these powers for a term of 3 years in the cases referred to in art. 607 of the Company Code.

This proposal for decision will be approved subject to the condition precedent of approval by the FSMA (previously CBFA).

II. RENEWAL OF THE STATUTORY AUTHORIZATION TO REDEEM TREASURY SHARES

Granting to the statutory manager of a new authorization with regard to purchasing and transferring own securities in the case of a serious and imminent harm.

Proposal for decision:

The meeting decides to renew, for a term of 3 years as from the publication of the decision, the authorization granted to the statutory manager in the articles of association to proceed to the acquisition or transfer of treasury shares without preliminary decision of the general meeting when this acquisition or transfer is necessary to prevent the Company from experiencing a serious and imminent harm. This proposal for decision will be approved subject to the condition precedent of approval by the FSMA.

III. AMENDMENTS TO THE ARTICLES OF ASSOCIATION FOLLOWING (a) THE NEW ROYAL DECREE WITH REGARD TO SICAFIS DD. 07/12/2010 (hereafter the "RD on sicafis") AND (b) THE NEW LEGISLATION WITH REGARD TO THE EXECUTION OF CERTAIN RIGHTS OF SHAREHOLDERS IN LISTED COMPANIES (hereafter the "Law on Shareholders' rights") AND CERTAIN OTHER AMENDMENTS

The references to the articles of the articles of association in the agenda below are the articles as recorded in the current coordinated articles of association drawn up per 27.06.2008.

At the moment of the publication of this convocation, the Law on Shareholders' rights (Project of Law approved by the Chamber and the Senate in execution of Directive 2007/36/EG) has not entered into force. The proposals for amendment to the articles 21, 22, 23 and 25 of the articles of association and the addition of the new article 39 to the articles of association in accordance with the Law on Shareholders' rights are therefore subject to the condition precedent of entering into force of this new

legislation and taking into account what is foreseen by the articles of association with regard to the matter.

  1. Amendment to article 1 (name and legal form) in accordance with the RD on Sicafis: amendment to the references to the relevant regulations the Company comes under and defining that all amendments to the articles of association have to be registered beforehand with the FSMA (previously CBFA).

  2. Amendment to article 3 (office): amendment to the address and restatement of the regulation with regard to transferring the office.

  3. Amendment to article 4 (purpose) in accordance with the RD on Sicafis: amendment to the definition of real estate and to the description of the activities of the Company in order to allow it to perform all activities and transactions, in the broadest sense, legally allowed to sicafis. Taking into account article 20 of the Law of 20 July 2004 with regard to certain forms of collective management of investment portfolios, article 559 of the Company Law on changing the purpose of the company is not applicable.

  4. Amendment to article 5 (investment policy) in accordance with the RD on Sicafis (art. 38): amendment to the provision on the diversification of investments and amendments to the terminology.

  5. Amendment to article 7 (authorized capital): modification in accordance with the new authorizations referred to sub title I, specifically including the provision of the widest powers with regard to capital increases in cash (with a specific settlement for the limitation or annulment of the preferential right proviso an irreducible right of attribution) and into kind (with a specific settlement for the contribution of an optional dividend) as foreseen in the RD on sicafis.

  6. Addition after article 8 (nature of the shares) of a new article 9 (other securities) in accordance with the RD on sicafis (art. 12): provision of the widest possibility for issuing securities in accordance with the Company Code and the legislation on sicafis.

  7. Amendment to article 9 (redeeming of treasury shares): modification in accordance with the newly granted authorizations referred to sub title II.

  8. Amendment to article 10 (changing the registered capital) in accordance with the RD on sicafis (art. 13 and 14): specifically including the provision of the widest powers with regard to capital increases in cash (with a specific settlement for the limitation or annulment of the preferential right proviso an irreducible right of attribution) and into kind (with a specific settlement for the contribution of an optional dividend and similar regulations in the cases of mergers, demergers and similar transactions) and capital increases in cash to institutional sicafis.

  9. Addition after article 11, then 12, (managing and silent partners) of a new article 13 (stock exchange listing and notification of important participations) in accordance with the Rd on sicafis and a specific regulation with regard to the publication of important participations: specifically including a provision in the articles of association of a mandatory notification in the cases of exceeding the thresholds of 3%, 5% and multiples of 5% of the existing number of voting rights.

  10. Amendment to article 12 (nominations – dismissals – vacancies) in accordance with the RD on sicafis and different other modifications: extension of the irrevocable minimum term of the mandate of the statutory manager till 2034; modification of the conditions with regard to the composition of the board of directors of the statutory manager-legal person; modification of the regulation of the substitution of the statutory manager in the case of dismissal and of the regulations with regard to the substitution of the members of the board of directors of the statutory manager-legal person in the case of legal impediment; and different amendments to the terminology.

  11. Amendment to article 13 (remuneration) in accordance with the RD on sicafis (art. 16, §2): deletion of the first paragraph and other amendments to the terminology.

  12. Amendment to article 14 (internal management) in accordance with the RD on sicafis: more specifically the deletion of the provisions with regard to the appointment and substitution of the

depositary; transfer of the provision with regard to the remuneration of special mandataries to article 16 (special proxies); and modification of the provisions with regard to the establishment of consultative committees within the board of directors of the statutory manager-legal person.

  1. Amendment to article 15 (external representative power) in accordance with the RD on sicafis (art. 9): provision for the possibility to deviate from the two-signature clause for acts of disposal prescribed by law for real estate transactions with a value inferior to the lowest amount of 1% of the consolidated assets of the Company and € 2,500,000.00.

  2. Amendment to article 20 (power of the general meeting): refinement of the content, amendments to the terminology and restatement of the last paragraph.

  3. Amendment to article 21 (convocation) in accordance with the Law on shareholders' rights: integral substitution by a new article with the provision of a regulation with regard to the formalities for convening and mandatory mentions in the convocation and of a regulation with regard to the rights of shareholders owning at least 3% of the capital to add items to the agenda and submit proposals for decision.

  4. Amendment to article 22 (conditions for admittance to the general meetings) in accordance with the Law on shareholders' rights: integral substitution by a new article with the provision of a regulation with regard to the registration in the accounts of shares and definition of the registration date.

  5. Amendment to article 23 (participation to the meeting - representation) in accordance with the Law on shareholders' rights: integral substitution by a new article with a specific regulation for appointing a proxy, the notification procedure and the powers of the proxy.

  6. Amendment to article 24 (chairmanship – bureau): provision of an alternative regulation in the case the chairman of the board of directors of the statutory manager-person is unable to attend.

  7. Amendment to article 25 (meeting procedure) in accordance with the Law on shareholders' rights: integral substitution by a new article specifically including a modified regulation with regard to the obligation to answer of the statutory manager and the auditor(s) and extension of the statutory manager's right to adjourn from 3 to 5 weeks.

  8. Amendment to article 26 (voting right): refinement of the regulation of the voting rights related to shares encumbered with a usufruct.

  9. Amendment to article 28 (financial year – annual accounts – annual report) in accordance with the RD on sicafis and the relevant legislation on corporate governance: more specifically modification of the regulation with regard to the annual report and insertion of a specific regulation with regard to the availability of the annual and half-yearly financial reports, the annual and half-yearly accounts and the report of the auditor(s) to the shareholders.

  10. Amendments to the articles 29 and 30 (appropriation of the profit resp. interim dividend) in accordance with the RD on sicafis (art. 27).

  11. Amendment to article 31 (nomination and capacity of liquidators) in accordance with the RD on sicafis and the current Company Law: addition of a regulation with regard to the liquidators taking up their function after confirmation of their nomination by the court and addition of a new regulation with regard to the conclusion of the liquidation.

  12. Substitution of the title of article 32 (dissolution) by "liquidation balance".

  13. Addition after article 32 (dissolution), then 34 (liquidation balance) of a new article 35 (person in charge of the financial service) in accordance with the RD on sicafis (art. 2, 26°): provisions of a regulation with regard to the nomination and dismissal of the person in charge of the financial service and its publication.

  14. Amendments to the articles 34, then 37 (jurisdiction): extension of the regulation with regard to the settlement of disputes to all securities holders.

  15. Addition after article 34, then 37 (jurisdiction) of a new article 38 (applicable law): provision of a regulation with regard to the applicable law for matters not provided for by the articles of association and with regard to provisions of the articles of association that are opposed to current legislation.

  16. Addition after the new article 38 referred to above of a new article 39 (Law on shareholders' rights): provision of a regulation with regard to the application of the new statutory provisions in accordance with the Law on shareholders' rights in case changes would be made to the project of law concerned before its entering into force and the authorization of the statutory manager with regard to the coordination and amendments to the articles of association as from the entering into force of the Law on shareholders' rights.

  17. Substitution in the articles of association of each reference to the "Banking, Finance and Insurance Commission, abbreviated "CBFA" by the "Financial Services and Markets Authority", abbreviated "FSMA".

  18. Amendments to the articles of association in accordance with the decisions on the agenda items 1 to 29 included mentioned above, partly restating and renumbering of the articles of association, including the amendments to the titles, and definition of a new text version of the articles of association. Proposal for decision:

The agenda items 1 to 30 are all approved and the articles of association are amended accordingly, modified, restated and renumbered and an entire new text version of the articles of association is recorded in accordance with the project of the new articles of association available on the company webiste www.leasinvest.be and presented for approval to the meeting, and which text version will replace the current text version of the articles of association and will as from its approval be the only text version of the articles of association into force.

This proposal for decision will be approved subject to the condition precedent of approval by the FSMA.

IV. PROXIES

Granting of execution powers to the statutory manager.

Proposal for decision:

The meeting grants the statutory manager, with right of subrogation, the widest powers necessary or useful for the execution of the decisions with regard to the amendments to the articles of association and more specifically to record the fulfilment of the condition precedent and the fact that the decisions with regard to the amendments to the articles of association have become final following their approval by the FSMA and the possible entering into force of the Law on shareholders' rights and consequently the registration by notarial deed of of the amendments to and the coordination of the articles of association.

CONDITIONS FOR ADMITTANCE

To be permitted in to the general meetings, the holders of bearer shares and the holders of dematerialized shares deposited into a securities account, in accordance with article 22 of the articles of association and article 536 of the Company Code, must, at least three working days before the date of the meeting, i.e. at latest on 11/05/11, register their securities or the certificate from an authorized account holder or settlement body, proving the unavailability of the securities till the date of the general meetings, at the Company office or at an office or a branch of its main paying agent Bank Delen, or at an office or a branch of Dexia Bank, Bank Degroof, ING Bank or BNP Paribas Fortis Bank and present proof of the registration.

Registered shareholders must communicate their intention to participate to the general meetings, by sending a normal letter to the company office, also at latest on 11/05/11.

Each shareholder can be represented at the general meetings by a proxy holder. The shareholders can obtain the proxies drawn up by the statutory manager to this end at its office, or they can download them from the website mentioned hereafter. The original copies of the signed proxies must be registered at the Company office at least three working days before the meeting (art. 23 of the articles of association).

Contact person at the Company office: Mevr. Micheline Paredis Secretary General Telephone: +32 (0)3 241 53 83 Fax: +32 (0)3 237 52 99 Email: [email protected]

AVAILABILITY OF DOCUMENTS

The reports and documents mentioned in the agenda items 1, 2 and 3 of the ordinary general meeting and in agenda item 2 sub title II of the extraordinary general meeting and the project of the new articles of association referred to sub title III of the extraordinary general meeting are available for consultation to the shareholders at the Company office upon presentation of the proof of their title as from 16/04/11. The shareholders can also obtain a copy, free of charge, at the Company office, of these reports and documents and of the projects of the new articles of association.

All relevant information with regard to the ordinary general meeting and the extraordinary general meeting, including all reports and documents referred to above, mentioned in the agendas of the ordinary general meeting and the extraordinary general meeting and the project of the new articles of association referred to sub title III of the extraordinary general meeting, are available on the website www.leasinvest.be as from 16/04/11.