Befimmo : Interim dividend in cash or shares and contribution agreement with AXA Belgium SA: exercise of a preemptive right

EMBARGO | 20 November 2014 | 6.00 PM

1. Interim dividend in cash or shares

As announced on 14 November 20141, the Board of Directors of Befimmo SA decided, on
12 November 2014, to distribute an interim dividend for the 2014 fiscal year in December 2014. This interim dividend amounts to €2.592 gross per share not held by the group (or €1.9425 net3 per share not held by the group4). Shareholders able to claim a withholding tax exemption will receive the gross dividend. The interim dividend shall be paid upon presentation of coupon No 27.
On 20 November 2014, the Board of Directors decided to offer, by means of an optional dividend, the following choice to the shareholders:
1. to receive the dividend associated with their shares in cash,
2. to contribute their dividend entitlement into the Company's capital in exchange for new shares, or,
3. a combination of these two preceding choices.

1 Please refer to the press release of 14 November 2014, published on Befimmo's website

(www.befimmo.be/en/publications/21).

2 The Board of Directors has decided to abolish the right to dividend on shares held by the group. The distributable income

that would have been assigned to them is divided between the other shareholders and is included in the gross amount of

€2.59 per share not held by the group. This amount was calculated taking account of the potential issue of 186,853 new shares by the Company, before the capital increase in the context of the optional dividend, as consideration for the contribution by AXA Belgium SA of rights in rem for the leasehold on one building in Brussels (see also title 2 of this release).

3 Based on a 25% withholding tax.

4 As announced in the Annual Financial Report 2013, the total forecast amount of the dividend of the fiscal year amounts to

€3.45 gross per share not held by the group.

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The introduction of an interim dividend in an optional form in shares strengthens shareholders' loyalty while enabling them to acquire new shares of the Company at an issue price lower than the average share price over the reference period (from 10 November to 19 November 2014) and to increase the Company's equity, which will have a positive impact on the debt level.
The various documents relating to this offering were made available to shareholders by the statutory deadlines. The Information Note, the Special Report of the Board of Directors and the Auditor's Report are available on Befimmo's website (www.befimmo.be/en/publications/25) or upon request from the registered office by email: contact@befimmo.be.

Main terms of this offering

Exchange ratio:

30 share dividend coupons No 27 entitle shareholders to one (1) new share.

Issue price:

The issue price of a new share has been set on the basis of the average closing share prices during the reference period, namely from 10 November to 19 November 2014 inclusive, on the Euronext Brussels market, less the value of the gross interim dividend of €2.59 per share not held by the group, giving a corrected average share price of €59.49. Next, it was established that 30 coupons would give entitlement to one new share, giving a subscription price for one new share per shareholder of 30 x €1.9425 =
€58.275, or a discount of -2.04% compared with the average share price during the reference period
(less the gross interim dividend).
In addition, for shareholders able to evidence withholding tax exemption, the difference between the gross dividend and the net dividend is not taken into account for the valuation of the contribution and will be paid out in cash.
Hence, the Befimmo share will be listed ex-coupon No 27 from Thursday 27 November 2014.

Option period for shareholders:

Shareholders are invited to notify their financial institution of their choice among the three payment methods (described above) between 1 December 2014 and 12 December 2014 (4.00 PM CET) inclusive. Shareholders who did not express their choice during this period will receive payment of their interim dividend in cash.
The results of this offering will be notified on 16 December 2014 (after the closing of the stock exchange). The new shares will be listed and traded as at Friday 19 December 2014.
The financial service is provided by ING Belgium (principal paying agent) or any other financial institution.

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Key dates for shareholders:

2. Contribution agreement with AXA Belgium SA: exercise of a preemptive right

As a reminder, on 10 September 20145, Befimmo announced to have signed a contribution agreement with AXA Belgium SA, under suspensory conditions, for the "Rue aux Choux 35" and "Toison d'Or 72" buildings in Brussels. Befimmo was informed that the Vlaamse Landmaatschappij, who occupies the building "Toison d'Or 72", exercised its preemptive right, which was one of the suspensory conditions set out in the convention. The contribution should thus only involve the building "Rue au Choux 35", for a value of €15.2 million, paid through the issue of 186,853 new Befimmo shares and a balance in cash of
€4.4 million. This contribution should be realised before the end of November 2014.

***

Befimmo is a "pure player" investor whose business is to offer 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 September 2014 was assessed at €2,257.1 million.

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

Listed on 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

Chaussée de Wavre 1945 - 1160 Brussels

Caroline Kerremans - IR & External Communication Manager

Tel.: 02/679.38.13

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

5 For more information, please consult the press release of 10 September 2014 published on Befimmo's website

(http://www.befimmo.be/en/publications/21).

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