Special report of the Board of Directors – art. 7:199 - 18/03/2022

AEDIFICA NV/SA

PUBLIC REGULATED REAL ESTATE COMPANY UNDER

BELGIAN LAW

BELLIARDSTRAAT / RUE BELLIARD 40 BOX 11

1040 BRUSSELS

RLE BRUSSELS 0877.248.501

SPECIAL REPORT OF THE BOARD OF DIRECTORS

ESTABLISHED PURSUANT TO ARTICLE 7:199 OF THE BELGIAN CODE OF

COMPANIES AND ASSOCIATIONS

Ladies and gentlemen shareholders,

This report for the General Meeting of shareholders is established pursuant to Article 7:199 of the Belgian Code of Companies and Associations ("BCCA"). Pursuant to this provision, the purpose of this report is to explain to you the proposal that will be submitted to the Extraordinary General Meeting that will be held on 19 April 2022 or, and in case of lack of quorum at this first meeting, on 10 May 2022 (or any other date on which these meetings would take place), to authorise the Board of Directors to increase the capital of the Company in accordance with the conditions set out below. This report relates to the special circumstances under which the Board of Directors can use the authorised capital and the objectives pursued in this regard.

1. Proposals submitted to the General Meeting

The following alternative proposals to replace the existing authorisation regarding the authorised capital with a new authorisation will be submitted to the aforementioned Extraordinary General Meeting (as included in the agenda of the Extraordinary General Meeting):

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,

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).

B. 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:

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).

2. Justification

By the decision of the Extraordinary General Meeting of 30 July 2021, the Board of Directors was authorised to increase the capital of the Company 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:

1. 50% of the amount of the capital on the date of the Extraordinary General Meeting of 30 July 2021, 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. 50% of the amount of the capital on the date of the Extraordinary General Meeting of 30 July 2021, as the case may be, rounded down to the euro cent, for capital increases in the framework of the distribution of an optional dividend,
3. 10% of the amount of the capital on the date of the Extraordinary General Meeting of 30 July 2021, 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 approves 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).

The Board of Directors proposes to replace the existing authorisation as mentioned above and thus to split the sub-authorisation 3) into two separate sub-authorisations. In this way, the authorisation to increase the capital by contribution in cash without the possibility by the shareholders to exercise the preferential subscription right or the priority allocation right is separated from the authorisation to increase the capital by contribution in kind.

The possibility for the Company to increase the capital by contribution in kindis essential for the Company to be able to respond quickly to interesting real estate opportunities in the real estate market. On the other hand, the possibility for the Company to increase the capital by contribution in cashwithout 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)) is also essential for the Company to 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.

If, however, the Company makes use of the legal possibility, within the legal restrictions (see below), to increase the capital by contribution in cash without preferential subscription right or priority allocation right for the shareholders, the Company no longer has the possibility, under the existing authorisation, to expand its property portfolio by contribution in kind within the framework of the authorised capital, which hinders the further expansion of the portfolio and poses a competitive disadvantage vis-à-vis those other regulated real estate companies that do have this (double) possibility.

In order to allow the Company, in the same period of time, on the one hand, to strengthen its equity (by capital increase by contribution in cash, without preferential subscription right or priority allocation right, within the strict limits set by the law) and, on the other hand, to respond to interesting transaction opportunities (by capital increase by contribution in kind, within the strict limits of the authorised capital), the Board of Directors asks the General Meeting, in the interest of the Company, to approve the above-mentioned new authorisation with regard to the authorised capital.

To the extent necessary, the Board of Directors recalls that:

• The proposal for authorisation under point A.1) concerns on the one hand the classical cases of capital increase by contribution in cash (including by way of issue of shares, convertible bonds or subscription rights), with the application of a preferential subscription right for the benefit of the existing shareholders, and on the other hand the specific cases of capital increase by contribution in cash (including the

issue of shares, convertible bonds or subscription rights) whereby the Act of 12 May 2014 on regulated real estate companies (the "RREC-Act") allows to restrict or cancel the preferential subscription right of shareholders to the extent a priority allocation right is granted to the existing shareholders when new securities are allocated. It concerns an authorisation limited to 50% of the amount of the capital.

• The proposal for authorisation under point A.2) concerns capital increases in the framework of the distribution of an optional divided, offering the shareholders the opportunity to contribute their (net) dividend rights in the capital in exchange for new shares. It concerns an authorisation limited to 20% of the amount of the capital.
• The proposal for authorisation under point A.3), concerns capital increases (including by way of issue of shares, convertible bonds or subscription rights) by contribution in cash without the possibility for the shareholders of the Company to exercise the preferential subscription right or the priority allocation right, without prejudice to the application of the mandatory provisions of the applicable company law and the

RREC-Legislation, as amended from time to time. This kind of capital increase has become possible as a result of the amendment of Article 26, §1 of the RREC-Act by Article 186 of the Act of 2 May 2019 including various financial provisions. The amendment makes it possible for regulated real estate companies, amongst others, to execute a capital increase in accordance with the "accelerated bookbuilding" procedure (an accelerated private placement with composition of an order book). The possibility of executing this kind of capital increases is limited by law in the sense that the cumulative amount of capital increases executed in accordance with this sub- authorisation over a period of twelve months, may not exceed 10% of the capital amount at the moment of the decision to increase the capital. The proposed authorisation is subject to the aforementioned legal restrictions.

• The proposal for authorisation under point A.4), concerns capital increases (including by way of issue of shares, convertible bonds or subscription rights) a. by contribution in kind, or b. any other kind of capital increase. It concerns an authorisation limited to 10% of the amount of the capital.

In any event, the capital of the Company within the framework of the authorised capital may only be increased up to the maximum amount of the capital on the date of the approval of the aforementioned proposal by the Extraordinary General Meeting, and this for a period of two years from the publication of the decisions in the annexes to the Belgian Official Gazette. As from that date of publication of the resolutions in the annexes to the Belgian Official Gazette, the current authorisation concerning the authorised capital will lapse and the proposed authorisation will take its place.

If the proposed authorisation under item 1.2 (a) of the agenda is not approved, the Board of Directors proposes to renew the current authorisations unchanged (other than a decrease of the permitted maximum amount from 50% to 20% under sub-authorisation 2)) within the framework of the authorised capital for a new period of two years, calculated from the publication of the minutes of this Extraordinary General Meeting in the annexes to the Belgian Official Gazette. For the avoidance of doubt, if the authorisation proposed under item 1.2 (b) of the agenda would not be approved, the existing authorisation will continue to apply to the Board of Directors of the Company.

These capital increase(s) 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 (e.g. bonus shares), in accordance with the rules prescribed by the applicable company law and RREC-Legislation, as amended from time to time.

The Board of Directors may also issue subscription rights (whether or not attached to another security), convertible bonds, bonds redeemable in shares or other securities, which may give