Befimmo : Extraordinary General Meeting 15 December 2022 - Proxy

PROXY

Shareholders who wish to be represented must comply with the practical formalities. The signed proxy must be notified to the ING Belgium Bank, Issuer Services Breda Lift 11 (Cours St Michel 60 - 1040 Brussels or [e-mail])and must arrive on 9 December 2022 at the latest. In the case of sending via e-mail, the e-mail must be accompanied by a scanned or photographed copy of the proxy form completed with precise voting instructions and signed. All practical modalities are described in the agenda of the Extraordinary General Meeting.

I, the Undersigned:

Natural person

First Name, Last Name:___________________________________________________________

Address:_______________________________________________________________________

OR

Legal entity

Corporate name and legal form:____________________________________________________

Head office:____________________________________________________________________

____________________________________________________________________

Validly represented by:___________________________________________________________

holder of:__________ shares of Befimmo SA,

Public BE-REIT (SIR/GVV) incorporated under Belgian law, with head office at 1000 Brussels, Cantersteen 47, registered in the Register of Legal Entities (Brussels) under number 0455.835.167,

hereby appoint as my representative1, with faculty of replacement:

____________________________________________________________________________________

to represent me at the Extraordinary General Meeting to be held on 15 December 2022 at 10.00 AMat the company's head office, Cantersteen 47, 1000 Brussels, to deliberate on items on the agenda and vote on my behalf according to my voting intention as stated hereafter.

1 Pursuant to article 7:143§4 of the Code of Companies and Associations, proxy forms returned to Befimmo without appointing a proxyholder are considered to appoint, as proxyholder, Befimmo, its management body or one of its employees, creating a potential conflict of interests. To be taken into account, those proxy forms must indicate specific voting instructions for each item on the agenda. In the absence of specific voting instructions, the proxyholder, which is presumed to be in conflict of interests, may not vote.

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The proxy holder shall exercise the principal's vote on the items on the agenda as follows:

Regarding the language of the agenda, the agenda is written in Dutch and French, neither language

taking preference over the other; the English version is an unofficial translation.

1. Information on the Company's planned renunciation of its	Does not require vote
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	Does not require vote
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	YES*	NO*	ABSTENTION*
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

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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".

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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

1. May 2014 on regulated real estate companies;

1. 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;

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1. shares or units of FIIS/GVBF;
2. 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;
3. 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;
4. 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;
5. option rights on real estate;
6. real estate certificates referred to in article 4, 7° of the law of 11 July 2018;
7. rights arising from contracts giving one or more assets to the Company under finance-lease or conferring other similar rights of use;
8. concessions granted by a person governed by public law;
9. 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

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