Aedifica : Draft amendment Coordinated Articles of Association - 04/04/2024

Proposed changes to the Articles of Association

"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

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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

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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

Proposed changes to the Articles of Association

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 1,254,742,260.03 (one billion two hundred and fifty-four million seven hundred and forty-two thousand two hundred and sixty euros and three cents). It is represented by 47,550,119 (forty- seven million five hundred and fifty thousand hundred nineteen) shares without nominal value, which each represent one/forty-seven million five hundred and fifty thousand hundred nineteenth (47,550,119th) of the capital.

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

Upon approval by the Extraordinary General Meeting of the proposed authorisation to acquire, accept as pledge and alienate own shares under item 1.1 of the agenda1

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[insert: date of the Extraordinary General Meeting that approves the authorisation] 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

1 If this authorisation is not approved by the Extraordinary General Meeting, the existing authorisation will remain valid.

Proposed changes to the Articles of Association

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:

Proposed changes to the Articles of Association

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 no more than four months before the date of the contribution agreement, or, at the Company's discretion, before the date of the deed effecting the capital increase and (b) the average closing price during the thirty-day period prior to that same day.
   It is permitted to deduct an amount from the amount referred to in item 2(b) that corresponds to the portion of the undistributed gross dividend to which the new shares would potentially not confer any right, provided that the board of directors specifically accounts for the amount of the accumulated dividend to be deducted in its special report and the financial conditions of the transaction are explained in its annual financial report.

1. unless no later than the working day after the execution of the contribution agreement the issue price or, in the case referred to in Article 6.5, the exchange ratio, as well as the relevant terms and conditions are determined and publicly disclosed, including the term within which the capital increase will actually be implemented, the deed effecting the capital increase must be executed within a maximum term of four months; and
2. the report referred to above under item 1) must also explain the impact of the proposed contribution on the position of the existing shareholders, in particular as regards their share in the profit, in the net value per share and in the capital, as well as the impact in terms of voting rights.

In accordance with the RREC Legislation, these additional conditions will not apply to the contribution of the right to a dividend for the purpose of distributing an optional dividend, insofar as this will actually be made payable to all shareholders.

6.4. Authorised capital

The board of directors is authorised to increase the capital in one or more instalments, on the dates and in accordance with the terms and conditions as will be determined by the board of directors, by a maximum amount of:

Upon approval by the Extraordinary General Meeting of the proposed authorisations of the authorised capital under item 2.2 of the agenda2

1. 50% of the amount of the capital on the date of the Extraordinary General Meeting of 28 July 2022[insert: date of the Extraordinary General Meeting that approves the mandate], 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 If these authorisations are not approved by the Extraordinary General Meeting, the existing authorisations will remain valid.

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1. 20% of the amount of the capital on the date of the Extraordinary General Meeting of 28 July 2022[insert: date of the Extraordinary General Meeting that approves the mandate], 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
2. 10% of the amount of the capital on the date of the Extraordinary General Meeting of 28 July 2022[insert: date of the Extraordinary General Meeting that approves the mandate], 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 subscription 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).

This authorisation is granted for a renewable period of two years, calculated from the publication of the minutes of the Extraordinary General Meeting of 28 July 2022[insert: date of the Extraordinary General Meeting that approves the mandate], in the annexes to the Belgian Official Gazette.

For each capital increase, the board of directors will determine the price, the issue premium (if any) and the terms and conditions of issue of the new securities.

The capital increases that are thus decided on by the board of directors may be subscribed to in cash, in kind, or by means of a mixed contribution, or by incorporation of reserves, including profits carried forward and issue premiums as well as all equity components under the Company's statutory IFRS financial statements (drawn up in accordance with the regulations applicable to the regulated real estate companies) which are subject to conversion into capital, with or without the creation of new securities. These capital increases can also be realized through the issue of convertible bonds, subscription rights or bonds repayable in shares or other securities which may give rise to the creation of the same securities.

Any issue premiums will be shown in one or more separate accounts under equity in the liabilities on the balance sheet. The board of directors is free to decide to place any issue premiums, possibly after deduction of an amount at most equal to the costs of the capital increase in the meaning of the applicable IFRS-rules, on an unavailable account, which will provide a guarantee for third parties in the same manner as the capital and which can only be reduced or abolished by means of a resolution of the general meeting deciding in accordance with the quorum and majority requirements for an amendment of the Articles of Association, except in the case of the conversion into capital.

If the capital increase is accompanied by an issue premium, only the amount of the capital increase will be deducted from the remaining available amount of the authorised capital.

The board of directors is authorised to restrict or cancel the preferential subscription right of shareholders, even in favour of one or more specific persons other than employees of the Company or of one of its subsidiaries, provided that, to the extent required by the RREC Legislation, a priority allocation right is

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granted to the existing shareholders when the new securities are allocated. Where applicable, this priority allocation right must comply with the conditions that are laid down in the RREC Legislation and Article 6.3(a) of the Articles of Association. In any event, it does not have to be granted in those cases of contribution in cash described in Article 6.3(a) paragraph 2 and paragraph 3 of the Articles of Association. Capital increases by means of contributions in kind are carried out in accordance with the conditions of the RREC Legislation and the conditions provided for in Article 6.3(b) of the Articles of Association. These contributions may also be based on the dividend right in the context of the distribution of an optional dividend.

The board of directors is authorised to record the ensuing amendments to the Articles of Association in an officially certified deed.

6.5. Mergers, de-mergers and equivalent transactions

Pursuant to the RREC Legislation, the special provisions of Article 6.3(b) regarding a contribution in kind apply mutatis mutandis to mergers, de-mergers and equivalent transactions as referred to in the RREC Legislation.

6.6. Capital reduction

The Company may reduce its capital subject to compliance with the relevant legal provisions.

ARTICLE 7- NATURE OF THE SHARES

The shares are registered or dematerialised shares, at the option of the shareholder. Shareholders may at any time request in writing the conversion of registered shares into dematerialized shares or vice versa.

Each dematerialised share is represented by an accounting entry in the name of the owner or holder at a recognised account holder or settlement institution.

A register of registered shares, if applicable in electronic form, is held at the Company's registered office.

ARTICLE 8- OTHER SECURITIES

The Company may issue all securities that are not prohibited by or under the law, with the exception of profit sharing certificates and similar securities, in accordance with the RREC Legislation.

ARTICLE 9- LISTING AND DISCLOSURE OF MAJOR SHAREHOLDINGS

The shares of the Company must be admitted to trading on a Belgian regulated market, in accordance with the RREC Legislation.

According to article 18 of the law of 2 may 2007 on disclosure of major shareholdings in issuers whose shares are admitted to trading on a regulated market and laying down miscellaneous provisions and the thresholds provided for by law apply.

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Without prejudice to the exceptions provided by law, no one may participate in voting at the general meeting of the Company with more voting rights than those associated with the securities that he has given notice at least 20 (twenty) days prior to the date of the general meeting. The voting rights attached to the unreported securities are suspended.

PART THREE - MANAGEMENT AND SUPERVISION

ARTICLE 10- COMPOSITION OF THE BOARD OF DIRECTORS

The board of directors consists of at least five members who are appointed for a maximum term of three years by the general meeting of shareholders. The general meeting may terminate the term of any member of the board of directors with immediate effect and without giving reasons. The directors are eligible for re- election.

The board of directors shall have at least three independent members in accordance with applicable legal provisions.

Unless the appointment decisions of the general meeting provide otherwise, the directors' term shall run from the general meeting at which they are appointed until the ordinary general meeting in the financial year in which the term of their mandate expires according to the appointment decision, even if this would exceed the maximum term of three years provided in the Articles of Association.

The general meeting may not, at the time of the revocation of the mandate, set a date as the end date of the mandate other than the date on which the decision was taken, nor grant severance pay.

If one or more mandates become vacant, the remaining directors, convening as a board, may provide for temporary replacement(s) until the next general meeting. The next general meeting has to confirm or not the mandate of the co-opted member of the board of directors.

The directors shall be natural persons only. They must possess the professional reliability and the appropriate competence which is required for the performance of their duties and they should not fall within the scope of the prohibitions laid down in the RREC Legislation. Their appointment is subject to the prior approval of the Financial Services and Markets Authority.

The possible remuneration of the directors may not be determined on the basis of the activities and transactions carried out by the Company or its perimeter companies.

The board of directors may appoint one or more observers to attend all or part of its meetings, according to the modalities to be determined by the board of directors.

ARTICLE 11- CHAIRMANSHIP - DELIBERATIONS OF THE BOARD OF DIRECTORS

The board of directors meets after convocation at the place indicated in this convocation or, as the case

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may be, by video conference, telephone or internet conference, as often as the interests of the Company so require. The board of directors must also be convened when two members make a request to that effect.

The board of directors chooses a Chairman from among its members. Meetings shall be chaired by the Chairman or, in his/her absence, by the longest serving member, and in the event of equal seniority, by the member with the highest age.

The board of directors can only validly deliberate and pass resolutions if the majority of its members are present or represented.

Convocations are sent out by electronic mail or, in the absence of an e-mail address communicated to the Company, by ordinary letter or by any other means of communication, in accordance with the applicable legal provisions.

Any director who is unable to attend or absent may, by letter, e-mail or any other means of communication, delegate another director to represent him/her at a particular meeting of the board of directors and to vote in his/her place.

However, a member of the board of directors may not represent more than one of his/her colleagues.

Resolutions of the board of directors are adopted by a majority of votes.

The resolutions of the board of directors are recorded in the minutes and the minutes are kept in a special register for that purpose at the Company's registered office and signed by the Chairman of board of directors and by the directors who request it.

The proxies are attached to the minutes.

Copies of these minutes intended for third parties shall be signed by one or more directors.

The resolutions of the board of directors may be adopted by means of unanimous written consent of the directors.

ARTICLE 12- POWERS OF THE BOARD OF DIRECTORS

The board of directors has the most extensive powers to carry out all acts that are necessary or useful for the realisation of the object of the Company, with the exception of the acts for which, according to the law or the Articles of Association, the general meeting is competent.

The board of directors may delegate the daily management of the Company and the representation of the Company with regard to such management to one or more persons who do not necessarily have to be directors and, as the case may be, each act alone, jointly or as a collegiate body.

The board of directors may delegate to each proxyholder all special powers, within the limits set by the applicable legal provisions. The board may, in accordance with the RREC Legislation, determine the