Befimmo : Extraordinary General Meeting 2019 - Correspondence vote

CORRESPONDENCE VOTE

All shareholders may vote by correspondence. Shareholders who wish to vote by correspondence must comply with the practical formalities. The signed original vote by correspondence (paper version) must be notified to the Bank ING Belgium, Issuer Services (Cours St Michel 60 - 1040 Brussels) and must arrive on 24 April 2019 at the latest. All practical modalities are described in the agenda of the Extraordinary General Meeting.

I, the Undersigned:

Natural person

First Name, Last Name: __________________________________________________________

Address: ______________________________________________________________________

OR

Legal entity

Corporate name and legal form: ____________________________________________________

Head office: ____________________________________________________________________

___________________________________________________________________

Validly represented by: ___________________________________________________________

holder of: __________ shares of BEFIMMO SA,

Public BE-REIT (SIR/GVV) incorporated under Belgian law, publicly traded company, with head office at 1160 Brussels, Chaussée de Wavre 1945, registered in the Register of Legal Entities under number 0455 835 167,

hereby exercise my right to vote as follows on the agenda items for the Extraordinary General Meeting to be held on 30 April 2019, immediately after the Ordinary General Meeting of Befimmo SA, which is convened on the same day at 10.30 AM.

This vote also applies to any other General Meeting convened with the same agenda provided that the shareholder complies with the registration and confirmation procedures in relation to such Meetings.

Regarding the language of the agenda, the agenda is written in Dutch and French, neither language taking preference

over the other; the English version is an unofficial translation.

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1. Preliminary formalities : Documents made available free ofDoes not require vote charge to shareholders on Befimmo's website at least one

month before the date of this general meeting pursuant to article 697, §2, 3 and 4 of the Company Code, namely:

1.1.Common draft terms of merger drawn up in accordance with article 693 of the Company Code, by the board of directors of Befimmo (the « Company »), acquiring company, and the board of directors of the institutional BE-REIT(Société Immobilière Réglementée Institutionnelle / Institutionele Gereglementeerde Vastgoedvennootschap) under Belgian law, under the form of a public limited liability company (société anonyme / naamloze vennootschap), having its registered office at 1160 Auderghem, Chaussée de Wavre 1945, and registered with the register of legal entities (Brussels, French section) under number 0631.757.238 (« Beway »), company to be acquired, adopted on 13 February 2019, and filed with the Clerk's Office of the French-speaking Tribunal of Enterprise of Brussels on 13 February 2019.

1.2.Special report of the board of directors of the Company and special report of the board of directors of Beway, on the draft terms of merger, drawn up in accordance with article 694 of the Company Code.

1.3.Report of the statutory auditor of the Company, and report of the statutory auditor of Beway, on the draft terms of merger, drawn up in accordance with article 695 of the Company Code.

1.4.The annual accounts of the last three financial years, the management reports and the statutory auditors' reports on the annual accounts of the last three financial years of the Company as well as of the last two financial years of Beway (its first financial year having been closed per 31 December 2016: financial year 2015-2016).

1.5.To the extent that the draft terms of merger are older than at least six months after the end of the financial year to which the last annual accounts relate, the half-yearly financial report of the Company per 30 June 2018 and its press release of 14 February 2019 on its annual results per 31 December 2018, as well as an accounting statement of Beway closed per 31 December 2018, i.e. within three months preceding the date of the draft terms of merger.

2. Communication of any potential changes in the financialDoes not require vote situation of the merging companies which occurred since the

drafting date of the aforementioned draft terms of merger in accordance with article 696 of the Company Code

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3. Merger and accounting treatment

YES*

NO*

ABSTENTION*

Proposal of decisions:

3.1.Proposal to merge with Beway, company to be acquired, in accordance with the draft terms of merger, adopted on 13 February 2019

(in French and in Dutch), and filed with the Clerk's Office of the French- speaking Tribunal of Enterprise of Brussels on 13 February 2019, by way of acquisition of all of its assets and liabilities, in exchange for the allocation to its sole shareholder (i.e. the public limited liability company Fedimmo, holding 83,816 shares of Beway), of 2,659,828 new ordinary shares of Befimmo, i.e. an exchange ratio of 31.734141 ordinary shares of Befimmo for one ordinary share of Beway and a total cash payment of EUR 542.29.

The new shares to be issued will share in the results of the financial year
2019.
From an accounting and tax point of view, the merger will have a
retroactive effect as from 1st January 2019 at 00:00:01 a.m., so that all
transactions carried out by Beway as from 1st January 2019 onwards will
be considered from an accounting point of view as having been carried
out on behalf of Befimmo. At an accounting level, the financial effects of
this provision will be treated in accordance with the IFRS applicable rules.
The board of directors invites you to adopt this proposal.
3.2. Accounting treatment corresponding to the transfer of all the assets
and liabilities of Beway to Befimmo.
Proposal to ascertain and record that following the merger with Beway :
a) The share capital of the Company will be increased by EUR
38,643,269.06; and the share premium account will be
increased by EUR 61,015,201.32; and the result brought
forward account will be increased by EUR 32,003,015.62.
b) The 83,816 shares that Fedimmo holds in Beway will be
cancelled.
The board of directors invites you to adopt this proposal.
4. Acknowledgment of the definitive completion of the merger	Does not require vote
and of the capital increase
Subject to the vote of the general meeting of the company to be acquired,
Beway, which will be held on 29 April 2019, of concurring decisions on its
merger by acquisition by the Company, acknowledgment of the definitive
completion of the merger and of the subsequent capital increase and
consequently the fulfilment of the condition precedent to which the
amendments to article 6 and 49 of the articles of association were subject.

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5. Amendments to the articles of association

YES*

NO*

ABSTENTION*

Article 6 - Share capital:under the condition precedent of the effective completion of the merger by acquisition of Beway, proposal to replace the text of this provision by the following text :

"The share capital is set at four hundred and ten million two hundred and seventy thousand four hundred and seventy five euros and forty-one cents (EUR 410,270,475.41). It is represented by twenty-eight million two hundred and thirty nine thousand and forty two (28,239,042) shares without nominal value, each representing an equal part of the share capital, all fully paid-up".

The board of directors invites you to adopt this proposal.

Article 49 - History of the share capital: Under the condition precedent of the effective completion of the merger by acquisition of Beway, proposal to insert a point 49.31, drafted as follows:

"Under the terms of a deed drawn up by Notary Public Damien Hisette in Brussels, on 30 April 2019, the share capital has been increased by thirty eight million six hundred and forty three thousand two hundred and sixty nine euros and six cents (EUR 38,643,269.06), from three hundred seventy-one million six hundred twenty seven thousand two hundred six euros and thirty five cents (EUR 371,627,206.35) to four hundred and ten million two hundred and seventy thousand four hundred and seventy five euros and forty-one cents (EUR 410,270,475.41) through issuance of 2,659,828 new ordinary shares, without nominal value, issued coupons no. 38 and following attached, with sharing in the results as from the financial year 2019, fully paid-up, to Fedimmo SA in the context of the merger by acquisition of the institutional BE-REIT under Belgian law Beway, having the form of a public limited liability company (RPM Brussels 0631.757.238), approved by the decision of the extraordinary general shareholders' meeting of 30 April 2019".

The board of directors invites you to adopt this proposal.

6. Delegation of powers in order to complete the formalities

YES*

NO*

ABSTENTION*

Proposal to grant:

-to a member of the Management Committee all powers in order to implement the decisions taken, with right of substitution;

-to the notary public who will enact the deed, all powers in order to ensure the filing and publication of this deed as well as the coordination of the articles of association following the

decisions taken, and this, both in French and Dutch.

The board of directors invites you to adopt this proposal.

(*) Please strike out what does not apply.

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Comment:

The vote by correspondence forms received by the Company for the Extraordinary General Meeting of 15 April 2019 remain valid and must not be renewed as long as the attendance formalities for the Extraordinary General Meeting of 30 April 2019 are completed.

Completed in ____________________________________, on __________________________ 2019.

Signature:

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