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Convene an extraordinary general meeting of shareholders
The legal manager of the company (“manager“) Invite the shareholders of Leasinvest Real Estate Comm.VA/SCA (“the company“) Participate in the extraordinary general meeting to be held at the manager’s registered office at the manager’s registered office at Schermersstraat 42, 2000 Antwerp on Monday, July 19, 2021, within the scope of the company’s intention. NV/SA’s anticipated business merger to become a comprehensive real estate group and abandon publicly regulated real estate companies (“GVV/SIR/Real Estate Investment Trust“), as announced in its press release on May 12, 2021.1 For more information, please refer to the transaction description.
At the same time, the company has completed its due diligence on Extensa and obtained a tax ruling for withdrawing from GVV/SIR/BE-REIT status. The approval of the management company’s board of directors and Ackermans & van Haaren’s board of directors has also been obtained.
According to the evolution of the Covid-19 situation, if the new crown epidemic measures are tightened, the company and the manager reserve the right to change the way of attending the shareholders meeting on July 19, 2021, and will notify shareholders through the following methods and the website www.leasinvest. be.
In order to exercise their voting rights even if the company and managers are forced to restrict actual access to the general meeting of shareholders due to changes in circumstances, it is recommended that shareholders grant a power of attorney to the secretary of the board. meeting.
The relevant documents of the shareholders meeting (including the notice of the meeting, the explanation of the transaction and the complete opinions of the independent board committee (see below)) are available on the website www.leasinvest.be As of today, the “Investor Relations” section-General Meeting of Shareholders.
Conflict of Interest Procedure
The proposed transactions that will be submitted to the EGM for approval include:
I. The company voluntarily renounces its GVV/SIR/BE-REIT status and the corresponding amendments to the company’s articles of association;
ii. Convert the company to a limited liability company with a collegiate board of directors, and invest Leasinvest Real Estate Management NV/SA’s shares in the company’s capital in kind, thereby internalizing the company’s management accordingly. Currently controls the company (as the legal administrator), which is a 100% subsidiary of Ackermans & van Haaren NV (“Audiovisual“), it owns (directly and indirectly) 30.01% of the company’s equity (“LREM contribution“); with
3. The shares of Extensa Group NV/SA contribute in kind to the capital of the company, which is also a 100% subsidiary of AvH and the manager and sister company of the company (“Extended contribution“And, together with LREM’s contribution,”contribution“).
The total contribution value of the contributions is 293,433,036 euros (of which the LREM contribution is 3,300,000 euros, and the Extensa contribution is 290,133,036 euros, which are set out in the manager’s report on LREM contributions and Extensa contributions, respectively). The capital contribution will be made on the day of the extraordinary general meeting, provided that the prerequisites applicable to them have been fulfilled (especially if the relevant items on the agenda have been approved). After the capital contribution is completed, the company will issue a total of 4,075,458 new shares to AvH at an issue price of 72 euros per share. The total number of shares of the company after this capital contribution is 10,002,102 shares.
Since AvH is…
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