Befimmo : Convocation to the Extraordinary General Meeting

EMBARGO | 2 September 2014 | 8.00 AM

Following the publication of the act of 12 May 2014 on regulated real estate companies and the royal decree of 13 July 2014 on regulated real estate companies, Befimmo, a public limited liability company
("naamloze vennootschap"/"société anonyme"), having the status of a public real estate investment company ("vastgoedbevak"/"sicafi"), listed on NYSE Euronext Brussels, proposes to change its status in order to adopt the status of a public regulated real estate company ("public RREC").
In essence, for the Company, it is about positioning itself as a REIT (Real Estate Investment Trust) in order to improve its visibility and the understanding of its activities by international investors and not being considered as an "alternative investment fund", a qualification that will, going forward, be attached to real estate investment companies, which would imply respecting the economic model of an alternative investment fund, governed by the law of 19 April 2014 on alternative investment funds and their managers, transposing the AIFMD directive.
For that reason, the Company has convened an Extraordinary General Meeting on 2 October 2014 with, on the agenda, the proposed change of regulatory status and the amendment of the articles of association of the Company (subject to certain conditions precedent, including the condition that the percentage of shares for which the exit right is exercised does not exceed the percentage set out hereafter).
In the event the required quorum is not reached at this Meeting, a second Extraordinary General Meeting would be convened on 21 October 2014 that will validly decide on the same agenda, regardless of the number of shares present or represented.
The application for the change of status of the Company as a public RREC has been filed with the Financial Services and Markets Authority (FSMA). The FSMA has approved the Company as a public RREC on 26 August 2014.

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If the Extraordinary General Meeting of the public real estate investment company approves the proposed amendments of the articles with an 80% majority of the votes cast by the shareholders, all shareholders having voted against this proposal will, within the strict limits of article 77 of the RREC Act, be able to exercise an exit right, at the highest price of (a) €61.54, corresponding to the last closing price before the publication of this press release (i.e., the closing price on 1 September 2014) and (b) the average of the closing prices of the thirty calendar days preceding the date of the General Meeting that will approve the amendments to the articles of association.
This right can only be exercised by a shareholder for the number of shares representing maximum
€100,000, taking into account the price at which the exit right will be exercised and to the extent that it relates to shares with which the shareholder will have voted against this proposal and of which he has remained the owner in an uninterrupted manner since the 30th day preceding the General Meeting (if applicable, where the attendance quorum was not reached) which had the amendments to the articles of association on its agenda (i.e. on 2 September 2014) until the end of the General Meeting that will approve these amendments to the articles of association.
The attention of the shareholders is however drawn to the fact that, in the event where the percentage of shares for which the exit right would be exercised would exceed the smaller of the following percentages:
- 2% of the shares issued by the Company at the time of the General Meeting approving the amendments to the articles of association;
- X% of the shares issued by the Company, where "X" is calculated as follows:
€30,000,000 x 100

(Price at which the exit right is exercised) x (Total number of shares issued by the Company at the time of the General Meeting approving the amendments to the articles of association)1
(and where the Board of Directors of the Company would not waive this condition), or where exercising the exit right would cause the Company or the third party that would be substituted for it to purchase the shares, to be in breach of the provisions regarding the buy-back of own shares, the articles of association would not be amended; the Company would maintain its status as a public real-estate investment company and would be required to apply for its approval as an alternative investment fund manager and the exit right would be extinguished (the shareholders would keep their shares and would not be entitled to the price).
In the event where less than 80 % of the votes cast during the Meeting would be in favour of the proposed amendments to the articles of association, the Company would also keep its status as a public real estate investment company and would need to apply for its approval as alternative investment fund manager, it not being possible for the exit right to be exercised in that case.
The Ageas group and AXA Belgium, Befimmo's two largest shareholders, have both expressed their support for the status modification to a B-REIT (SIR/GVV), and their intention to vote in favour of this status modification at the Extraordinary General Meeting.

1 On the day of the publication of this convening notice, the total number of shares issued by the Company amounts to 22,062,701.

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The reasons, conditions and consequences of the proposed amendments to the articles of association, as well as the procedure to exercise the exit right, are set out in an Information Document available to shareholders.
All information and documents relating to this proposal of change of status and to the Extraordinary General Meeting are available on the website of the Company (http://www.befimmo.be/en/oga-ega/all) or upon simple request at the registered office (contact@befimmo.be):
- Information document concerning the proposed change of status;
- Convening notice, including the agenda and the participation practical formalities to attend the
Extraordinary General Meeting;
- Special Report of the Board of Directors and of the Statutory Auditor;
- Draft of new articles of association;
- Proxy;
- Correspondence voting form;
- Exit form.

This press release does not constitute a recommendation with respect to any offer whatsoever. This press release and any other information that is made available in the context of the exit right do not constitute an offer to buy or a solicitation to sell shares in the Company. The distribution of this press release and any other information which are made available in the context of the exit right can be subject to legal restrictions and any person that has access to this press release and such other information will need to find out about, and comply with, any such restrictions.

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Befimmo is a pure player investor specialising in high-quality office buildings located in Brussels, other Belgian cities and the Grand Duchy of Luxembourg.

Its portfolio currently consists of around one hundred office buildings, with a total space of more than

900,000 m², a large part of which (> 65%) is let long-term to public institutions. The fair value of the portfolio as

at 30 June 2014 was assessed at €2,247.6 million.

The Company strives to enhance its current portfolio while seizing any investment opportunity that can create value for its shareholders.

Listed on NYSE Euronext Brussels since it opened, and a member of the BEL 20 index since March 2009, Befimmo pursues an informed strategy of optimising its results over the long term.

Befimmo endeavours to incorporate the challenges of sustainable development into its strategic thinking, and models its day-to-day activities on the principles of social responsibility.

Further information:

Befimmo SA

Caroline Kerremans | IR & External Communication Manager

Chaussée de Wavre 1945 - 1160 Brussels

Tel.: 02/679.38.13 | Fax: 02/679.38.66

Email: c.kerremans@befimmo.be | www.befimmo.be

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