Permanent document

 

1. Basic information

 

1.1. Company name (article 1 of the Coordinated Articles of Association)

‘Warehouses De Pauw’, abbreviated ‘WDP’.

1.2. Legal form, formation and publication*

The company was established as a limited company under the name ‘Rederij De Pauw’ under the terms of a deed executed before the notary public Paul De Ruyver in Liedekerke on 27 May 1977, published in the Appendices to the Belgian Official Gazette of 21 June 1977 under number 2249-1. This limited company served as a holding company in which the property assets of nine companies were combined by means of a general merger and split-up operation. At the same time, the name of the company was changed to ‘Warehousing & Distribution De Pauw’ and it was converted into a limited partnership with share capital. The amendments to the Articles of Association in relation to this operation were made conditionally, under the terms of a deed executed on 20 May 1999 by the notary public Siegfried Defrancq in Asse-Zellik, substituting the notary public Jean-Jacques Boel, legally impeded, as published in the Appendices to the Belgian Official Gazette on 16 June thereafter under number 9906161, and ratified by two deeds dated 28 June 1999 executed before the aforementioned notary public and published in the Appendices to the Belgian Official Gazette on 20 July 1999 under numbers 990720-757 and 758.

Since 28 June 1999, WDP Comm. VA has been registered with the Banking, Finance and Insurance Commission as a ‘Belgian closed-end property investment company’, abbreviated to cepic under Belgian law. It is consequently subject to the regulations governing fixed-capital investment companies as defined by the Act of 20 July 2004 relating to certain forms of collective management of investment portfolios, along with the Royal Decree of 10 April 1995 relating to cepics, as amended by the Royal Decrees of 10 June 2001 and 21 June 2006.

The company name was changed to ‘Warehouses De Pauw’ at the Extraordinary General Meeting of 25 April 2001, by a deed executed before the aforementioned notary public Siegfried Defrancq, substituting the aforementioned notary public Jean-Jacques Boel, legally impeded, published in the Appendices to the Belgian Official Gazette of 18 May thereafter under number 20010518-652.

On 12 December 2001, the company took over the limited company NV Caresta, and the Articles of Association were amended accordingly by a deed executed before the notary public Siegfried Defrancq in Asse-Zellik, substituting the aforementioned notary public Jean-Jacques Boel, legally impeded, and published in the Appendices to the Belgian Official Gazette on 5 January 2002 under the number 20020105-257, ratified by a deed executed before the aforementioned notary public Siegfried Defrancq on 21 December 2001 published in the Appendices to the Belgian Official Gazette of 11 January 2002 under number 20020111-2160 with a subsequent rectification before the same notary public on 3 July 2002 published in the Appendices to the Belgian Official Gazette of 25 July 2002 under number 20020725-299.

On 5 September 2003, the management company, De Pauw NV, decided to increase the capital through a public share issue by up to a maximum of EUR 30.000.000,00, including the issue premium, with a pre-emptive right and within the framework of the authorised capital, through a deed executed before the aforementioned notary public Siegfried Defrancq, substituting the aforementioned notary public Jean-Jacques Boel, legally impeded, published in the Appendices to the Belgian Official Gazette on 21 October 2003, under number 03109193. On 10 October 2003, it was recorded that the capital had increased by EUR 27.598.368,00, including the issue premium, whereby 985.656 new shares were issued. This deed was published in the Appendices to the Belgian Official Gazette of 6 November 2003 under number 03116631.

On 27 April 2005, by a deed executed before the aforementioned notary public Siegfried Defrancq, substituting the aforementioned notary public Jean-Jacques Boel, legally impeded, published in the Appendices to the Belgian Official Gazette of 25 May 2005 under number 05073117, the management company’s authorisation to increase the capital up to an amount of EUR 79.498.360,00 was renewed in the context of the authorised capital, along with the authorisation for it to acquire and sell its own shares in order to avoid any serious damage which may threaten the company; the threshold under the articles of Association for the transparency declaration was reduced to 3%.

On 31 August 2006, through a deed executed before the notary public Yves De Ruyver in Liedekerke, substituting his legally impeded colleague Jean-Jacques Boel, and with the intervention of notary public Frank Liesse, associate notary in Antwerp, published in the Appendices to the Belgian Official Gazette of 20 September thereafter under number 20060920-0144983, the capital was increased by EUR 7.654.847,04 on the first occasion, by means of a contribution in kind resulting from the sale of the capital of Massive NV after the company was split, when 707.472 new shares were issued, and again through the incorporation of the share premium of EUR 21.760.152,96. In the same deed, the authorisation granted to the management company to acquire or dispose of its own shares or accept them as security was prolonged and extended, and the capital was reduced by EUR 40.000.000,00 for the purposes of constituting a cash reserve. The subscribed capital consequently amounted to EUR 68.913.368,00, represented by 8.592.721 shares.

The Articles of Association were amended on 1 October 2007 under the terms of a deed – relating to the merger with the limited company Willebroekse Beleggingsmaatschappij NV and the limited company De Polken NV – executed before Siegfried Defrancq, notary public in Asse-Zellik, substituting his legally impeded colleague Jean-Jacques Boel, notary public in Asse, published in the Appendices to the Belgian Official Gazette of 22 October 2007 under number 07153426.

The Articles of Association were amended on 19 December 2007 under the terms of a deed – relating to the merger with the limited company Royvelden NV and the amendment of various articles – executed before Siegfried Defrancq, notary public in Asse-Zellik, substituting his legally impeded colleague Jean-Jacques Boel, notary public in Asse, and published in the Appendices to the Belgian Official Gazette of 7 January 2008 under number 08003476.

On 30 April 2008, by deed executed before the notary public Siegfried Defrancq, substituting the notary public Jean-Jacques Boel, legally impeded, published in the Appendices to the Belgian Official Gazette of 22 March 2008 under number 75095, the Articles of Association were amended to the effect that, inter alia, the object was changed (elimination of reference to the rescinded articles of the Act of 4 December 1990 on financial transactions and financial markets and deletion of the reference to the Royal Decree of 10 April 1995 relating to cepics).

On 31 March 2009 the Articles of Association were amended by a deed – relating to the partial split-up with transfer of the assets split off to WDP of (1) DHL Freight (Belgium) NV, (2) DHL Solutions (Belgium) NV and (3) Performance International NV and the merger by acquisition of Famonas Industries NV with transfer of the assets to WDP – executed before notary public Peter Van Melkebeke in Brussels, substituting the aforementioned notary public Jean-Jacques Boel, legally impeded, published in the Appendices to the Belgian Official Gazette of 23 April thereafter under number 09058792. Further to this transaction, 807.733 new shares were issued, as a result of which the subscribed capital amounted to EUR 75.391.362,73 and was represented by 9.400.454 shares.

On 10 June 2009, the management company, De Pauw NV, decided to increase the capital through a public share issue by up to a maximum of EUR 73.636.874,00, including the issue premium, with a pre-emptive right and within the framework of the authorised capital, through a deed executed before the notary public Yves De Ruyver in Liedekerke, substituting the aforementioned notary public Jean-Jacques Boel, legally impeded, published in the Appendices to the Belgian Official Gazette on 23 June 2009, under number 09087569. On 30 June 2009, it was recorded that the capital had increased by EUR 73.636.874,00, including the issue premium, whereby 3.133.484 new shares were issued. This deed was published in the Appendices to the Belgian Official Gazette of 15 July 2009 under number 09099938. As a result the subscribed capital currently amounts to

EUR 100.521.811,63 and is represented by 12.533.938 shares.

 

* Also see in this regard ‘7. Key dates in the history of WDP’ on page 75.

1.3. Registered office of the company and administrative domicile (article 3 of the Coordinated Articles of Association)

The company has its registered office at 1861 Meise/Wolvertem, Blakenberg 15, Belgium. The registered office can be transferred within Belgium without amending the Articles of Association by decision of the management company, provided the language laws are duly respected.

1.4. Company number

The company is registered in the Crossroads Databank for Enterprises, Brussels district, under the company registration number 0417.199.869.

1.5. Duration (article 2 of the Coordinated Articles of Association)

The company has been formed for an indefinite duration.

1.6. Corporate object (article 4 of the Coordinated Articles of Association)

Article 4 of the Articles of Association: ‘The sole object of the company is the collective investment of publicly raised funds in property in accordance with the applicable regulations relating to cepics’.

Property is defined as:

• property as defined in Articles 517 and thereafter of the Civil Code and rights in rem on the said property;
• voting shares issued by associated property companies;
• options on properties; participation rights in other property investment companies registered in the list drawn up by the Banking, Finance and Insurance Commission of public institutions for collective investment under Belgian or foreign law;
• property certificates as described in the applicable financial legislation;
• rights arising from contracts giving the company leasehold of one or several properties;
• and all other properties, shares or rights defined as property by the applicable regulations relating to cepics.

 

Within the limits of its investment policy, as defined in Article 5 of the Articles of Association and in accordance with the applicable legislation relating to cepics, the company may involve itself in:

• the acquisition, alteration, fitting out, letting, sub-letting, management, exchange, sale, dividing up, and inclusion of properties as described above into a system of joint ownership, the granting of construction rights, usufruct and long leases;
• the acquisition and lending of securities;
• taking on leases of properties with or without an option to buy; and on an incidental basis, leasing properties with or without an option to buy;
• the company may only occasionally act as a property developer in the sense of the applicable legislation relating to cepics.

 

In accordance with the applicable legislation relating to cepics the company may also:

• on an incidental or provisional basis, undertake investments in securities, other than fixed assets and liquid assets. Ownership of securities must be compatible with the short- or medium-term goals of the investment policy as described in Article 5 of the Articles of Association. The securities must be listed on a stock exchange of a European Union member state or must be traded on a regulated, regularly trading, recognised European Union market that is accessible to the public. The liquid assets may be held in any currency in the form of deposits on demand or term deposits or any money-market instrument whose funds are readily available;
• grant mortgages or any other securities or guarantees in the context of property financing;
• grant loans and stand surety for a subsidiary of the company that is also an investment institution.

 

The company may acquire, rent or lease, carry over or exchange all movable or immovable property, materials and accessories and generally perform all commercial or financial actions that are directly or indirectly related to its corporate object and the exploitation of all intellectual rights and commercial properties related to it.

In so far as it is compatible with the Articles of Association of closed-end property investment companies, the company can participate in all existing companies and enterprises, or those yet to be formed, in Belgium or abroad, which have an identical corporate object to its own, or which by their nature further the accomplishment of its own object, through cash contributions or contributions in kind, merger, subscription, participation, financial intervention or any other method.

Any alteration of the corporate object has to be submitted for prior approval by the Banking, Finance and Insurance Commission.

1.7. Investment policy (article 5 of the Coordinated Articles of Association)

The investment policy with a view to implementing the corporate object is as follows: in order to minimise the investment risks and spread the risk properly, the company will gear its investment policy to a diversified property portfolio, investing in high-quality projects, principally in semi-industrial buildings intended for distribution, storage and various other logistical functions. The company will also invest to a lesser extent in industrial, commercial and office buildings. The potential buildings may be geographically spread throughout Belgium, the European Union member states and candidate countries. For more details about the investment policy and strategy please refer to sections ‘A highly individual approach’ and ‘A strategy aimed at continuing growth’ in the ‘strategy’ section of the chapter ‘Warehouses De Pauw – Warehouses with Brains’ on page 10.

Investments in securities will be undertaken in accordance with the criteria stipulated in Articles 56 and 57 of the Royal Decree of 4 March 1991 relating to certain collective investment funds.

1.8. Places where documents can be consulted by the public

In accordance with statutory provisions, the company’s separate and consolidated financial statements are deposited with the National Bank of Belgium.

The company’s Articles of Association can be consulted at the Commercial Court clerk’s office in Brussels.

The company’s annual financial reports and Articles of Association are also available at the head offices and can be consulted for information purposes on the website www.wdp.be. However, the printed version in Dutch is the only legally valid version of the annual financial report. The company rejects all liability in terms of the accuracy of the annual financial report as it appears on the internet. Other information found on the company’s website or on any other internet site does not form part of the annual financial report. The electronic version of the annual financial report may not be reproduced or made available to anyone in whatever location, and neither may the text of this version be printed in order to be circulated. Registered shareholders and any other person who so requests will receive a copy of the annual financial report every year.

In accordance with the provisions of the Companies Code, any person who so requests may obtain a free copy of the statutory annual financial report and consolidated annual financial report.

The financial reporting and the convocation of shareholders to the General Meetings are published in the financial press insofar as legally required. They may also be consulted on the website www.wdp.be. WDP follows the guidelines of the Banking, Finance and Insurance Commission in this regard. Decisions relating to the appointment and discharge of members of the Board of Directors are published in the Appendices to the Belgian Official Gazette. The most recent version of the Corporate Governance Charter is also available on the website www.wdp.be. Any interested party can consult the press releases and statutory financial information on this website.

 

 

Read more