Befimmo : Extraordinary General Meeting 15 December 2022 - Agenda

Befimmo

Limited Liability Company

Public regulated real estate company

Cantersteen 47 - 1000 Brussels 0455.835.167 (RPM Brussels)

(the « Company»)

Extraordinary General Meeting - Convening notice

The Shareholders are invited to participate to the Extraordinary General Meeting that will take place on 15

December 2022 at 10 AM at the Company's registered office, Cantersteen 47 in 1000 Brussels.

Agenda

1. Information on the Company's planned renunciation of its registration as a public regulated real estate company within the meaning of the Law of 12 May 2014 on regulated real estate companies and the Company's planned adoption of the status of specialised real estate investment fund ("fonds d'investissement immobilier spécialisé" / "gespecialiseerd vastgoedbeleggingsfonds") ("FIIS/GVBF") governed by the Law of 19 April 2014 on alternative undertakings for collective investment and their managers and the Royal Decree of 9 November 2016 on specialised real estate investment funds.
   Item 1 of the agenda relates to the information given to the general meeting on the decision that the Board of Directors intends to take, in due course and in accordance with article 23, § 6 of the Law of 12 May 2014 on regulated real estate companies, regarding the renunciation of the registration as a public regulated real estate company and the adoption of the status of specialised real estate investment fund, which presupposes a prior amendment of the articles of association of the Company, including its corporate purpose.
2. Acknowledgement of the report of the Board of Directors on the amendment of the corporate purpose in accordance with article 7:154 of the Code of Companies and Associations in the context of the planned adoption by the Company of the status of specialised real estate investment fund, as referred to under item 1 of the agenda.
   Item 2 of the agenda concerns the acknowledgment of the report prepared by the Board of Directors in relation to the amendment of the corporate purpose of the Company in the context of the prior amendment of the articles of association of the Company for the purpose of the adoption of the status of specialised real estate investment trust to be decided by the Board of Directors as set out under item 1 of the agenda. This report is available on the website (www.befimmo.be) and at the registered office of the Company.
3. Decision to amend and overhaul the articles of association of the Company in their entirety by replacing them with the text adopted by the Board of Directors on 7 November 2022, subject to the conditions precedent of (i) the renunciation by the Board of Directors of the registration of the Company as a public regulated real estate company in accordance with article 23, § 6 of the Law of 12 May 2014 on regulated real estate companies, at such time as it shall determine and (ii) the Company's registration on the list of specialised real estate investment funds held by the FPS Finance in accordance with the Law of 19 April 2014 on alternative undertakings for collective investment and their managers and the Royal Decree of 9 November 2016 on specialised real estate investment funds.

Proposed resolution:

Proposal to adopt, subject to the conditions precedent of (i) the renunciation by the Board of Directors of the registration of the Company as a public regulated real estate company in accordance with Article 23, § 6 of the Law of 12 May 2014 on regulated real estate companies, at such time as it shall determine and (ii) the registration of the Company on the list of specialised real estate investment funds held by the FPS Finance, the articles of association of the Company adapted to the status of a specialised real estate investment fund. The entry into force of the new articles of association, following the fulfilment of the conditions precedent, will not have a retroactive effect. The text of the articles of association has been completely overhauled as follows:

"TITLE 1 - LEGAL FORM - NAME - REGISTERED OFFICE - CORPORATE PURPOSE -

TERM

Article 1 - NAME AND FORM

The company took the legal form of a limited liability company ("société anonyme" / "naamloze vennootschap").

It is named "Befimmo" (the "Company").

The Company is an institutional investment company with fixed capital ("société d'investissement à capital fixe institutionnelle" / "institutionele beleggingsvennootschap met vast kapitaal") under Belgian law covered by articles 286 and following of the law of 19 April 2014 on alternative undertakings for collective investment and their managers ("Law of 19 April 2014"). The Company has opted for the status of specialised real estate investment fund ("fonds d'investissement immobilier spécialisé" / "gespecialiseerd vastgoedbeleggingsfonds") ("FIIS/GVBF") as defined in article 1 of the Royal Decree of 9 November 2016 on specialised real estate investment funds (the "FIIS RD/GVBF KB") based on article 281, second indent, a) of the Law of 19 April 2014 without qualifying as an alternative undertaking for collective investment.

In all documents issued by the Company, the name of the Company is preceded or followed by the words "société anonyme"/"naamloze vennootschap" or the initials "SA"/"NV" and the words "société d'investissement à capital fixe institutionnelle de droit belge investissant en biens immobiliers"/"institutionele beleggingsvennootschap met vast kapitaal naar Belgisch recht voor belegging in vastgoed" or "sicaf institutionnelle de droit belge investissant en biens immobiliers"/"institutionele bevak naar Belgisch recht voor belegging in vastgoed".

The Company is governed by Book II of Part III of the Law of 19 April 2014 and by the FIIS RD/GVBF KB.

When the Company adopted the FIIS/GVBF status, the Company had, and will have only one shareholder. The articles of association must be amended beforehand if the Company is to have several shareholders.

Article 2 - REGISTERED OFFICE

The registered office is located in the Brussels-Capital Region.

It may be transferred to any other location in Belgium by decision of the administrative body, and in accordance with the language legislation in force, provided that such a transfer does not require a change in the language of the articles of association by virtue of the applicable language regulations.

The Company may establish, by decision of the administrative body, places of business, administrative headquarters, branches, agencies and depots in Belgium or abroad.

Article 3 - CORPORATE PURPOSE OF THE COMPANY

The Company's exclusive corporate purpose, both in Belgium and abroad, is the investment in real estate assets referred to in article 2, 4° of the FIIS RD/GVBF KB and without prejudice to the provisions of article 7, § 1 of the FIIS RD/GVBF KB, namely:

1. real estate, as defined in articles 517 and following of the Old Civil Code (or articles 3:47 and following of the Civil Code), located in Belgium and held directly by the Company, as well as the rights in rem over such real estate;
2. real estate, as defined in articles 517 and following of the Old Civil Code (or articles 3:47 and following of the Civil Code), located abroad and held directly or indirectly by the Company, as well as rights in rem over such real estate;
3. shares or units with voting rights issued by foreign real estate companies holding real estate located abroad;
4. shares of public regulated real estate companies, as defined in article 2, 2° of the law of 12 May 2014 on regulated real estate companies;
5. shares of institutional regulated real estate companies, as defined in article 2, 3° of the law of 12 May 2014 on regulated real estate companies;
6. shares or units of FIIS/GVBF;
7. shares or units of Belgian alternative collective investment undertakings investing in the investment category provided for in article 183, first indent, 3° of the Law of 19 April 2014;
8. shares or units of foreign alternative collective investment undertakings investing in an investment category similar to that of article 183, first indent, 3° of the Law of 19 April 2014, as defined by the law applicable in its country of origin;
9. shares or units issued by companies (i) with legal personality; (ii) under the law of another member state of the European Economic Area; (iii) whose shares are admitted or not to trading on a regulated market and are subject or not to prudential supervision; (iv) whose main activity consists in acquiring or building real estate in order to make it available to users, or the direct or indirect holding of shares in the capital of entities with a similar activity; and (v) that are exempt of income tax on profits in respect of the activity referred to in (iv) above subject to compliance with certain requirements, at least pertaining to the legal obligation to distribute part of their income to their shareholders;
10. option rights on real estate;
11. real estate certificates referred to in article 4, 7° of the law of 11 July 2018;
12. rights arising from contracts giving one or more assets to the Company under finance- lease or conferring other similar rights of use;
13. concessions granted by a person governed by public law;
14. loans granted and securities or guarantees provided by the Company for the benefit of its subsidiaries;

and any real estate asset that would be added to the list of real estate assets in article 2, 4° of the FIIS RD/GVBF KB.

Real estate development activity may be carried out within the limits set by the FIIS RD/GVBF KB.

Within the limits set by the Law of 19 April 2014 and by the FIIS RD/GVBF KB, (i) the Company may grant loans of any nature, amount and duration, (ii) the Company may also give security for both its own commitments and the commitments of its subsidiaries, inter alia, by mortgaging or pledging its assets, including pledging its business.

The Company may lease one or more properties within the limits provided by the FIIS RD/GVBF KB. Similarly, the Company may, as lessee, enter into leasing agreements within the limits provided by the FIIS RD/GVBF KB.

The Company may, within the limits provided for by the FIIS RD/GVBF KB, on an ancillary or temporary basis, hold unrestricted cash and make investments in transferable securities which do not constitute real estate assets within the meaning of article 2, 4° of the FIIS RD/GVBF KB.

The Company may enter into transactions in hedging instruments, exclusively for the purpose of hedging interest rate and currency risks in the context of the financing and management of the Company's real estate and excluding any transactions of a speculative nature.

Subject to the foregoing and the specific rules applicable to the FIIS/GVBF, the Company may take all measures and carry out any operation that it deems useful for the achievement and development of its corporate purpose and may generally carry out any commercial, financial or securities operations directly or indirectly related to its corporate purpose, or which are likely to facilitate the achievement thereof.

Article 4 - INVESTMENT POLICY

The Company invests its assets in real estate (including, but not limited to, office buildings, meeting spaces and coworking spaces) as defined in article 2, 4° of the FIIS RD/GVBF KB, in accordance with the provisions of the FIIS RD/GVBF KB and the Law of 19 April 2014.

There is no obligation on the Company to diversify its investments and no restraint in terms of debt ratio.

Article 5 - TERM

The Company is incorporated for an unlimited term, it being understood that from the moment the Company is registered on the list of FIIS/GVBF maintained by the FPS Finance in accordance with the provisions of the FIIS RD/GVBF KB, this term is automatically limited to ten (10) years.

This term may be extended for successive periods of up to five (5) years by a decision of the general meeting taken under the conditions of quorum and majority indicated in the following paragraphs.

The general meeting may only validly deliberate and decide on the extension of the term of the Company if those attending the meeting represent at least half of the capital. If this condition is not met, a new convening will be necessary and the second general meeting will validly deliberate, regardless of the portion of the capital represented by the shareholders present or represented. The resolution to extend the term of the Company is validly adopted by unanimity of the validly cast votes.

TITLE 2 - CAPITAL

Article 6 - COMPANY CAPITAL

The capital is set at four hundred and thirteen million two hundred and seventy-six thousand eight hundred and forty euros and twelve cents (EUR 413,276,840.12). It is represented by twenty-eight million four hundred and forty-five thousand nine hundred and seventy-one (28,445,971) shares with voting rights, without mention of nominal value, each representing an equal part of the capital.

Article 7 - NATURE OF THE SHARES

All shares are registered; if applicable, they are given a serial number.

The shares are represented by an entry in the register of registered shares which contains the particulars prescribed by the Companies and associations Code. Shareholders may consult this register. Certificates evidencing these entries may be issued to shareholders.

The shares are indivisible with respect to the Company. The co-owners must be represented in relation to the Company by one person only; as long as this clause is not complied with, the rights relating to these shares shall be suspended.

If the assignees cannot agree, the competent judge may, at the request of the most diligent party, appoint a provisional administrator who shall exercise the rights concerned in the interest of all the assignees. If the share is owned by bare owners and usufructuaries, all rights relating thereto, including voting rights, shall be exercised by the usufructuaries.

Article 8 - SUBSCRIPTION - TRANSFER OF SHARES

Only eligible investors within the meaning of the Law of 19 April 2014 and of the FIIS RD/GVBF KB (the "Eligible Investors") may subscribe for, acquire or hold securities issued by the Company.

Any investor who subscribes for or acquires shares of the Company formally confirms in writing to the Company that he/she is an Eligible Investor and undertakes, with respect to the Company, to transfer the shares concerned only to a purchaser which in turn formally confirms in writing to the Company that it is an Eligible Investor and undertakes to request the same confirmation from the subsequent purchaser.

In the event of a transfer of shares, the Company will not register the transfer in the share register if it finds that the transferee is not an Eligible Investor.

If the Company becomes aware that the shares are held by an investor who is not an Eligible Investor, the Company will suspend voting and dividend rights in respect of those shares.

These principles apply to all shares of the Company, as well as to any other securities that may be issued by the Company.

No more than one single and sole investor may be a shareholder of the Company. Any transfer of shares in the Company is subject to the approval of the administrative body, which will oppose the transfer to the extent that it would result in the Company having more than one shareholder.