Aedifica : Convocation - 18/03/2022

Free English translation - For information purposes only

AEDIFICA

limited liability company (naamloze vennootschap / société anonyme)

public regulated real estate company under Belgian law (openbare gereglementeerde vastgoedvennootschap

naar Belgisch recht / société immobilière réglementée publique de droit belge)

Belliardstraat / rue Belliard 40 box 11, 1040 Brussels

RLE Brussels: 0877.248.501

(the "Company")

The shareholders, Directors and Statutory Auditor are invited to attend the Extraordinary General Meeting that will be held on 19 April 2022 at 9:00 CET at 1040 Brussels, Belliardstraat / rue Belliard 40 box 11 before Ms Catherine GILLARDIN, Notary public in Brussels (and in case of lack of quorum, a second Extraordinary General Meeting will be held on 10 May 2022 immediately before the Ordinary General Meeting starting at 15:00 CET at the place and in the way indicated in the convocation). The Extraordinary General Meeting has the following agenda:

1. RENEWAL OF THE AUTHORISED CAPITAL

1. Acknowledgement of the special report of the Board of the Directors established pursuant to Article 7:199 of the Belgian Code of companies and associations ("BCCA") regarding the renewal of the authorised capital, in which the special circumstances under which the authorised capital can be used and the intended aims thereof are described.
   As this agenda item is for information only, no proposed resolution is included.
2. Proposal, subject to prior approval of the FSMA, to renew the existing authorisation regarding the authorised capital and to replace it with an extended authorisation to be granted to the Board of Directors to increase the capital in one or more instalments under the conditions set out in the aforementioned special report and to amend article 6.4. of the Articles of Association ("Authorised capital") accordingly in accordance with the resolution passed.
3. 1. Proposal to authorise the Board of Directors to increase the capital, on the dates and in accordance with the terms and conditions as will be determined by the Board of Directors, in one or more instalments by a maximum amount of:
   2. 1. 50% of the amount of the capital on the date of the Extraordinary General Meeting of 19 April [or, in case of lack of quorum 10 May] 2022, as the case may be, rounded down to the euro cent, for capital increases by contribution in cash whereby the possibility is provided for the exercise of the preferential subscription right or the priority allocation right by the shareholders of the Company,

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1. 20% of the amount of the capital on the date of the Extraordinary General Meeting of 19 April [or, in case of lack of quorum 10 May] 2022, as the case may be, rounded down to the euro cent, for capital increases in the framework of the distribution of an optional dividend,
2. 10% of the amount of the capital on the date of the Extraordinary General Meeting of 19 April [or, in case of lack of quorum 10 May] 2022, as the case may be, rounded down to the euro cent, for capital increases by contribution in cash without the possibility for the shareholders of the Company to exercise the preferential right or priority allocation right, provided that the Board of Directors may only increase the capital in accordance with this point 3) insofar as and to the extent that the cumulative amount of the capital increases, executed in accordance with this point over a period of 12 months, does not exceed 10% of the capital amount at the moment of the decision to increase the capital, and
3. 10% of the amount of the capital on the date of the Extraordinary General Meeting of 19 April [or, in case of lack of quorum 10 May] 2022, as the case may be, rounded down to the euro cent, for a. capital increases by contribution in kind, or b. any other kind of capital increase,

provided that the capital within the context of the authorised capital can never be increased by an amount higher than the capital on the date of the Extraordinary General Meeting that has approved the authorisation (in other words, the sum of the capital increases in application of the proposed authorisations cannot exceed the amount of the capital on the date of the Extraordinary General Meeting that has approved the authorisation).

Explanation

As set out in the special report of the Board of Directors established pursuant to Article 7:199 BCCA, the Board of Directors proposes to renew the current sub-authorisations 1) (unchanged) and 2) (unchanged other than a decrease of the permitted maximum amount from 50% to 20%) and to split the sub-authorisation 3) (the authorisation to increase the capital by (i) contribution in kind,

1. contribution in cash without the possibility for the shareholders of the Company to exercise the preferential right or priority allocation right, or (iii) any other kind of capital increase) into two separate sub-authorisations.

In this way, for the period for which the authorisation is granted and within the limits of the proposed sub-authorisations, the Company will be able to further expand its real estate portfolio through contributions of real estatein its capital, and at the same time it will be able to react quickly to fluctuations on the capital markets and, if necessary, to strengthen its equity quickly and efficiently (with a view, amongst others, to reducing the (legally limited to 65%) debt ratio) by increasing its capital by way of a contribution in cashwithout any preferential subscription right or priority allocation right for the shareholders (in particular by means of an "accelerated bookbuilding" (an accelerated private placement with composition of an order book)), without the use of one sub-authorisation affecting the other.

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1. If the proposal under 1.2 (a) is not approved, proposal to authorise the Board of Directors to increase the capital, on the dates and in accordance with the terms and conditions as will be determined by the Board of Directors, in one or more instalments by a maximum amount of:
2. 1. 50% of the amount of the capital on the date of the Extraordinary General Meeting of 19 April [or, in case of lack of quorum 10 May] 2022, as the case may be, rounded down to the euro cent, for capital increases by contribution in cash whereby the possibility is provided for the exercise of the preferential subscription right or the priority allocation right by the shareholders of the Company,
   2. 20% of the amount of the capital on the date of the Extraordinary General Meeting of 19 April [or, in case of lack of quorum 10 May] 2022, as the case may be, rounded down to the euro cent, for capital increases in the framework of the distribution of an optional dividend, and
   3. 10% of the amount of the capital on the date of the Extraordinary General Meeting of 19 April [or, in case of lack of quorum 10 May] 2022, as the case may be, rounded down to the euro cent, for

a. capital increases by contribution in kind, b. capital increases by contribution in cash without the possibility for the shareholders of the Company to exercise the preferential right or priority allocation right, or c. any other kind of capital increase,

provided that the capital within the context of the authorised capital can never be increased by an amount higher than the capital on the date of the Extraordinary General Meeting that has approved the authorisation (in other words, the sum of the capital increases in application of the proposed authorisations cannot exceed the amount of the capital on the date of the Extraordinary General Meeting that has approved the authorisation).

Explanation

This is a simple renewal of the existing sub-authorizations, without changes other than the decrease of the permitted maximum amount under sub-authorisation 2) from 50% to 20%.

These proposed authorisations will be granted for a period of two yearscalculated from the publication of the decision of the Extraordinary General Meeting approving the proposed authorisations in the annexes to the Belgian Official Gazette. From that date, the existing authorisations granted by the Extraordinary General Meeting of 30 July 2021 will lapse and the proposed authorisations will take their place. For the avoidance of doubt, should the proposed authorisations not be approved, the existing authorisations will continue to apply.

2. SPECIAL POWERS - COORDINATION OF ARTICLES OF ASSOCIATION

Proposal to confer all the necessary powers to the acting notary public in view of the filing and publication of the deed as well as the coordination of the Articles of Association in accordance with the adopted resolutions.

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Information for the shareholders

1. Approval of proposed resolutions on the agenda

It is specified that in order to be adopted, the resolutions with respect to the change of the Articles of Association mentioned under item 1 of the agenda, require a quorum of at least half of the existing shares, and a majority of at least three quarters of the votes cast, whereby abstentions are not counted neither in the numerator nor in the denominator.

In the event the required quorum is not reached at the General Meeting of 19 April 2022, a second General Meeting will be held on 10 May 2022 at 14:55 CET, before the Ordinary General Meeting starting at 15:00 CET at the place and in the way indicated in the convocation, with the same agenda. At this second General Meeting, the aforementioned proposed resolutions under item 1 of the agenda may be adopted with a majority of three quarters of the votes cast at the meeting, and the proposed resolution under item 2 of the agenda may be adopted by simple majority, regardless of the number of shares present or represented.

1. Amendment of the agenda

Shareholders who individually or jointly hold at least 3% of the capital, have the right to place items on the agenda of the General Meeting and to submit proposed resolutions with respect to items included or to be included in the agenda. The items to be placed on the agenda and/or the proposed resolutions have to be received by the Company at the latest on 28 March 2022, by ordinary letter (to Belliardstraat / rue Belliard 40 box 11, 1040 Brussels) or by e-mail (to [e-mail]). As the case may be, the Company will publish an amended agenda, an amended proxy form and an amended form for vote by correspondence at the latest on 4 April 2022. Proxies and forms for vote by correspondence received by the Company before notification of the amended agenda remain valid for the items already covered therein. For more information about the aforementioned rights and their exercise, reference is made to the website of the Company (https://aedifica.eu/investors/shareholder-information/).

1. Admission formalities

Shareholders who wish to participate in and vote at the General Meeting of 19 April 2022, or wish to be represented, have to comply with the following two conditions, in accordance with article 20 of the Articles of Association:

1. Registration of shares in the name of the shareholder

On the basis of the evidence submitted in application of the registration procedure described below, the Company must be able to establish that, on 5 April 2022 at midnight (24:00 CET) (the "registration date"), the shareholder was in possession of the number of shares for which the shareholder intends to participate in or be represented at the General Meeting of 19 April 2022. Only individuals who are shareholders on the registration date can participate in, vote or be represented at the General Meeting of 19 April 2022, irrespective of the number of shares in their possession at the day of the General Meeting.

The registration procedure is as follows:

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For the holders of registered shares, the registration on the registration date of the number of shares for which they intend to participate in the General Meeting of the Company in the share register of the Company, is sufficient. If the holders of registered shares wish to participate in the General Meeting with less shares than those registered in the Company's share register, they can indicate this in the notification referred to in point III.2 below.

The holders of dematerialised sharesmust request a certificate issued by their authorized account holder(s) or settlement institution that hold(s) the account(s) on which their dematerialised shares are held. This certificate must attest that the number of shares for which they intend to participate in the General Meeting is registered on their account(s) on the registration date.

2. Notification of participation in the General Meeting

Additionally, holders of registered shares and of dematerialised shares who intend to participate in the General Meeting of 19 April 2022 or to be represented at that meeting, have to notify their intention at the latest on 13 April

2022 as follows:

• by ordinary letter to the Company (Belliardstraat / rue Belliard 40 box 11, 1040 Brussels), or
• by e-mail to the Company ([e-mail]), or
• electronically to ABN AMRO Bank N.V./S.A. viawww.abnamro.com/evoting(in the case of dematerialised shares, with the intervention of a financial intermediary acting on instruction of the shareholder - via www.abnamro.com/intermediary).

Holders of dematerialised shares must attach the certificate referred to in point III.1 to the notification. In the event of an electronic notification to ABN AMRO Bank N.V./S.A., the authorized account holder or settlement institution must provide such certificate electronically via www.abnamro.com/intermediary. In that case, the authorized account holders and settlement institutions are requested to include the full address details of the relevant ultimate beneficial holders in order to be able to verify the shareholding on the registration date in an efficient manner.

IV. Participation

1. Vote by correspondence

In accordance with article 22 of the Articles of Association, shareholders may vote by correspondence. The vote must be cast on the voting form drawn up by the Company for this purpose and made available on the website of the Company (https://aedifica.eu/investors/shareholder-information/). Shareholders are requested to follow the instructions given on the voting form. The voting form must be validly signed by the shareholder. In addition, shareholders who wish to vote by correspondence will have to comply with the procedure of registration and notification of participation mentioned in point III. above. The voting form must be notified to the Company by ordinary letter (to Belliardstraat / rue Belliard 40 box 11, 1040 Brussels) or by e-mail (to [e-mail]). The voting form has to be received by the Company on 13 April 2022 at the latest.

2. Proxy

Each shareholder who has complied with the procedure of registration and notification of participation mentioned in point III. above, may be represented at the General Meeting by a proxy holder. Each shareholder can appoint only one individual as proxy holder, save where Belgian law permits the appointment of several proxy holders. When appointing a proxy holder, a shareholder should use the proxy form that is made available on the website of the Company (https://aedifica.eu/investors/shareholder-information/). (A copy of) the signed proxy form has to

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