A first Extraordinary General Meeting to consider various amendments to the articles of association was convened on March 15, 2005. The necessary quorum was not present. A new Extraordinary General Meeting, with the same agenda, was convened on April 8,.2005. This meeting was able to deliberate validly.
The Extraordinary General Meeting approved the changes to the articles of association regarding the merger by absorption regarding the following companies:
− North Galaxy S.A.: this merger will only effectively occur after acquisition by Cofinimmo of the balance of the North Galaxy shares it does not possess yet. This acquisition is by itself conditioned by the acceptance of the building with the same name by the RÃ©gie des BÃ¢timents (Federal Government) for occupancy, currently foreseen in the course of the spring 2005.
− ImmobiliÃ¨re de Location du Quartier LÃ©opold SA (ILQL): this company is owner of the building located at the rue du TrÃ´ne, 98 in 1050 Brussels.
− Beta Invest SPRL (Beta): this company is owner an office block located at rue Guimard, 10, in 1040 Brussels, fully let for a residual period of 9 years, beginning as per 1 July 2004, to the European Commission. Besides âGuimard 10â, representing 92% of the total value of the property assets of Beta, the company also owns a small property situated at chaussÃ©e de Louvain, 325 in Zaventem.
The aim is to simplify the organization of the group and to transfer to the Sicafi tax regime the assets held by these subsidiaries. These mergers were carried out against the issue of 5,929 new ordinary shares which were allotted to Leopold Square S.A., an indirectly wholly-owned Cofinimmo subsidiary. Of these, 139 new ordinary shares were allotted in the context of the ILQL merger, 1,711 for the Beta merger and 4,079 for the merger with North Galaxy S.A. These mergers will not affect the Cofinimmo consolidated balance sheet and income statement as the shares held by the subsidiaries led to pre-consolidation adjustments to the shareholders' funds and results in the consolidated accounts.
The Extraordinary General Meeting also approved the new dispositions regarding the authorized capital and the authorization to acquire own shares, take own shares as pledge or sell own shares.