Aedifica : Coordinated Articles of Association (28 July 2022) - 28/07/2022

"AEDIFICA"

Public regulated real estate company under

Belgian law or "Public RREC under Belgian law" or "PRREC under Belgian law" ("Openbare GVV

naar Belgisch recht"/"SIR publique de droit belge")

Public Limited Liability Company ("naamloze vennootschap"/ "société anonyme")

Office: Rue Belliard / Belliardstraat 40 (box 11), 1040 Brussels

VAT BE 0877.248.501 Brussels Register of Legal Entities, French-speaking division

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Free English translation for information purposes only

COORDINATED ARTICLES OF ASSOCIATION

PART ONE - NATURE OF THE COMPANY

ARTICLE 1- NATURE AND DENOMINATION

The legal form of this Company is that of a public limited liability company with the name "AEDIFICA".

The Company is a public regulated real estate company ("PRREC"), subject to the Belgian Act of 12 May 2014 on regulated real estate companies, as amended from time to time (the "RREC Act"), whose shares are admitted to trading on a regulated market.

The company name and all of the documents which it produces, contain the words "public regulated real estate company under Belgian law", or "public RREC under Belgian law" or "PRREC under Belgian law", or are immediately followed by these words.

The Company is subject to the RREC Act and to the Royal Decree of 13 July 2014 regulating real estate companies, as amended from time to time (the "RREC Royal Decree") (the "RREC Act" and the "RREC Royal Decree" are hereafter together referred to as the "RREC Legislation").

ARTICLE 2- REGISTERED OFFICE, E-MAIL ADRESS AND WEBSITE

The registered office is located at 1040 Brussels, Rue Belliard / Belliardstraat 40 (box 11).

The board of directors is authorised to transfer the registered office within Belgium to the extent that such transfer does not require a change in the language of the Articles of Association to comply with the applicable language legislation. Such a decision does not require an amendment of the Articles of Association, unless the registered office of the Company is transferred to another Region. In the latter case the board of directors is authorised to decide on the amendment of the Articles of Association.

If, as a result of the transfer of the registered office, the language of the Articles of Association has to be

changed, only the general meeting can take this decision, taking into account the requirements for an amendment of the Articles of Association.

The Company may establish administrative offices, branches or agencies, both in Belgium and abroad by means of a simple resolution of the board of directors.

The Company can, in application of and within the limits of Article 2:31 of the Code of companies and associations, be contacted at the following e-mail address: [e-mail].

The board of directors may change the Company's e-mail address in accordance with the Code of companies and associations.

The Company's website is: www.aedifica.eu.

ARTICLE 3- OBJECT

The sole object of the Company is:

1. to make immovable property available to users, directly or through a company in which it holds a participation in accordance with the provisions of the RREC Legislation; and
2. within the limits set out in the RREC Legislation, to possess real estate as specified in the RREC Act.

The notion real estate is to be understood as "real estate" within the meaning of the RREC Legislation.

1. to conclude with a public client or to accede to, in the long term directly or through a company in which it holds a participation in accordance with the provisions of the RREC Legislation, where applicable in cooperation with third parties, one or more:
2. 1. DBF-agreements,the so-called "Design, Build, Finance" agreements;
   2. DB(F)M-agreements,the so-called "Design, Build, (Finance) and Maintain" agreements;
   3. DBF(M)O-agreements,the so-called "Design, Build, Finance, (Maintain) and Operate" agreements; and/or
   4. public works concession agreements with respect to buildings and/or other infrastructure of an immovable nature and related services, and on the basis of which:
   5. 1. it is responsible for ensuring the availability, maintenance and/or exploitation for a public entity and/or the citizen as end user, in order to fulfil a social need and/or to enable the provision of a public service; and
      2. it may bear, in whole or in part, the related financing, availability, demand and/or operational risk, in addition to any potential building risk, without therefore necessarily having any rights in rem; and
3. to develop, cause to develop, establish, cause to establish, manage, allow to manage, operate, allow to operate or make available, in the long term directly or through a company in which it holds a participation in accordance with the provisions of the RREC Legislation, where applicable in

cooperation with third parties:

1. public utilities and warehouses for transport, distribution or storage of electricity, gas, fossil or non-fossil fuel and energy in general and associated goods;
2. utilities for transport, distribution, storage or purification of water and associated goods;
3. installations for the generation, storage and transport of renewable or non-renewable energy and associated goods; or
4. waste and incineration plants and associated goods.

In the context of making available immovable property, the Company can carry out all activities relating to the construction, conversion, renovation, development, acquisition, disposal, administration and exploitation of immovable property.

As an additional or temporary activity, the Company may invest in securities that are not real estate within the meaning of the RREC Legislation, insofar as these securities may be traded on a regulated market. These investments will be made in accordance with the risk management policy adopted by the Company and will be diversified so as to ensure an appropriate risk diversification. It may also hold non-allocated liquid assets in all currencies, in the form of a call or term deposit or in the form of any monetary instrument that can be traded easily.

The Company may moreover carry out hedging transactions, insofar as the latter's exclusive object is to cover interest rate and exchange rate risks within the context of the financing and administration of the activities of the Company as referred to in the RREC Act, to the exclusion of any speculative transactions.

The Company may lease out or take a lease on (under finance leases) one or more immovable properties. Leasing out (under finance leases) immovable property with an option to purchase may only be carried out as an additional activity, unless the immovable properties are intended for purposes of public interest, including social housing and education (in this case, the activity may be carried out as main activity).

The Company may carry out all transactions and studies relating to all real estate as described above, and may perform all acts relating to real estate, such as purchase, refurbishment, laying out, letting, furnished letting, subletting, management, exchange, sale, parcelling, placing under a system of co-ownership, and have dealings with all enterprises with a corporate object that is similar to or complements its own by way of merger or otherwise, insofar as these acts are permitted under the RREC Legislation and, generally, perform all acts that are directly or indirectly related to its object.

ARTICLE 4- PROHIBITIONS

The Company may not:

1. act as a real estate promotor within the meaning of the RREC Legislation, with the exception of occasional transactions;
2. participate in a firm underwriting or guarantee syndicate;
3. lend stock, with the exception of loans which are carried out in accordance with the provisions and under the conditions of the royal decree of 7 March 2006;
4. acquire stock which is issued by a company or a private law association which has been declared bankrupt, has entered into an amicable settlement with its creditors, is the subject of a corporate

reorganisation, has received a suspension of payment or which has been the subject of similar measures in another country;

1. provide contractual arrangements or provisions in the Articles of Association with respect to the perimeter companies that would affect its voting power pursuant to the applicable law in function of a participation of 25% plus one share.

ARTICLE 5- DURATION

The Company is incorporated for an indefinite duration.

PART TWO - CAPITAL - SHARES

ARTICLE 6- CAPITAL

6.1. Subscribed and fully paid-up capital

The capital amounts to EUR 1,051,691,535.73 (one billion fifty-one million six hundred ninety-one thousand five hundred thirty-five euro and seventy-three cents). It is represented by 39,855,243 (thirty-nine million eight hundred fifty-five thousand two hundred forty-three) shares without nominal value, which each represent 1/39,855,243th of the capital. These shares are fully subscribed and paid up.

6.2. Acquisition, acceptance as pledge and alienation of own shares:

The Company may under the conditions set out in the law, acquire, accept as pledge or alienate its own shares and certificates relating thereto.

The board of directors is authorised, for a period of five years from the publication of the decision of the extraordinary general meeting of 8 June 2020 to approve this authorisation in the annexes to the Belgian Official Gazette, to acquire and accept as pledge shares of the Company and certificates relating thereto, at a unit price which may not be lower than 75% of the average price of the share during the last thirty days of its listing prior to the date of the transaction, nor higher than 125% of the average price of the share during the last thirty days of its listing prior to the date of the transaction, without the Company being authorised, by virtue of this authorisation, to hold or hold in pledge shares of the Company or certificates relating thereto representing more than 10% of the total number of shares.

To the extent necessary, the board of directors is also explicitly authorised to alienate the Company's own shares and certificates relating thereto to its personnel. In addition, the board of directors is explicitly authorised to alienate the Company's own shares and certificates relating thereto to one or more specific persons other than members of the personnel of the Company or its subsidiaries.

The authorisations under paragraph 2. and paragraph 3. apply to the board of directors of the Company, to the direct and indirect subsidiaries of the Company, and to any third party acting in its own name but on behalf of these companies.

6.3. Capital increase

Every capital increase must take place in accordance with the Code of companies and associations and the RREC Legislation.

(a) Cash contribution

In case of a capital increase by means of a cash contribution pursuant to a resolution of the shareholders' meeting or in the context of the authorised capital as provided for in Article 6.4., and without prejudice to the application of the mandatory provisions of the applicable company law, the preferential subscription right of the shareholders may be restricted or cancelled to the extent that the existing shareholders are granted a priority allocation right when new securities are allocated. When applicable, this priority allocation right must comply with the following conditions as set out in the RREC Legislation:

1. it must relate to all newly issued securities;
2. it must be granted to shareholders pro rata to the portion of the capital that is represented by their shares at the time of the transaction;
3. a maximum price for each share must be announced no later than the eve of the opening of the public subscription period;
4. the public subscription period must last for at least three trading days.

Without prejudice to the application of the mandatory provisions of the applicable company law, the priority allocation right, in any case, does not have to be granted, in case of contribution in cash subject to the following conditions:

1. the capital increase is executed within the limits of the authorised capital;
2. the cumulative amount of the capital increases, executed in accordance with this paragraph, over a period of 12 months, do not exceed 10% of the capital amount at the moment of the decision to increase the capital.

Without prejudice to the mandatory provisions of the applicable company law, the priority allocation right does not have to be granted in case of a cash contribution with restriction or cancellation of the preferential subscription right, in addition to a contribution in kind in the framework of the distribution of an optional dividend, provided that this is actually made payable to all shareholders.

(b) Contribution in kind

Without prejudice to the provisions of the Code of companies and associations, the following conditions must be complied with, in accordance with the RREC Legislation, in case of a contribution in kind:

1. the identity of the contributor must be mentioned in the report regarding the contribution in kind, as well as, if applicable, in the convocation of the general meeting that is convened for the capital increase;
2. the issue price may not be less than the lowest amount of (a) a net value per share that dates from