Befimmo : Extraordinary General Meeting 18 May 2021 - Drafts of new articles of association

BEFIMMO SA

Coordinated articles of association as at 19 DECEMBER 2019

BEFIMMO

Limited-liability company

Registered office: Auderghem (B-1160 Brussels)

Chaussée de Wavre, 1945

V.A.T. number BE 455.835.167.

Register of Corporate Bodies number 0455.835.167

Regarding the language of the articles of association, the articles of association are written in Dutch and French, neither language taking preference over the other; the English version is an unofficial translation.

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Deed of incorporation:

Company incorporated in the form of a limited liability company (société anonyme/naamloze vennootschap) under the corporate name "WOLUWE GARDEN D" under the terms of a deed drawn up by Notary Gilberte Raucq, in Brussels on 30 August 1995, published in the Annexes of the Belgian Official Gazette under the number 950913-24.

Articles of association amended:

- according to minutes drafted by Notary Gilberte Raucq in Brussels on 14 November 1995 (two minutes) published in the Annexes of the Belgian Official Gazette of 7 December 1995, respectively under numbers 951207-478 and 479;

• Company transformed into a partnership limited by shares named "BEFIMMO" according to the minutes drafted by Notary Gilberte Raucq in Brussels on 24 November 1995, published in the Annexes of the Belgian Official Gazette of 20 December 1995 under number 951220-137.
• According to minutes drafted by Notary Gilberte Raucq, in Brussels, 24 November 1995, 28 November 1995 (two minutes), 29 November 1995, 30 November 1995 (two minutes) and 19 September 1997, respectively published in the Annexes of the Belgian Official Gazette of 20 December 1995 under number 951220-138, of 22 December 1995 under the numbers 951222-9, 10 and 11, of 28 December 1995 under numbers 951228- 59 and 60 and of 21 October 1997 under numbers 971021-147 and 148;
• According to minutes drawn up by Notaries Gilberte Raucq and Gérald Snyers d'Attenhoven in Brussels on 23 December 1998 published in the Annexes of the Belgian Official Gazette of 16 January 1999 under numbers 990116-456 and 457;
• According to minutes drawn up by Notary Gilberte Raucq, undersigned Notary, in Brussels on 10 December 1999, 11 January 2000 and on 12 December 2000, respectively published in the Annexes of the Belgian Official Gazette under numbers 20000112-289 and 290, under numbers 20000205-211 and 212, under numbers 20010119-759 and 760;
• According to minutes drawn up by Notary Gilberte Raucq, undersigned Notary, on 22 March 2001, published in the Annexes of the Belgian Official Gazette under numbers 2001419-187 and 188;
• According to minutes drawn up by Notaries Gilberte Raucq and Gérald Snyers d'Attenhoven, both in Brussels, on 11 October 2001, published in the Annexes of the Belgian Official Gazette under number 20011107-203 (French act);
• According to minutes drawn up by Notary Gilberte Raucq upon request from Notary Snyers d'Attenhoven, both in Brussels, on 15 November 2001, published in the Annexes of the Belgian Official Gazette under number 20011211-365 (Dutch act);
• According to minutes drawn up by Notary Gilberte Raucq upon request from Notary Gérald Snyers d'Attenhoven, both in Brussels, on 10 December 2001, published in the Annexes of the Belgian Official Gazette under number 20020108-19 (French act);
• According to minutes drawn up by Notary Gilberte Raucq upon request from Notary Gérald Snyers d'Attenhoven, both in Brussels, on 11 December 2001, published in the Annexes of the Belgian Official Gazette under numbers 20020108-18 and 20;
• According to minutes drawn up by Notary Sophie Maquet, associated notary in Brussels, on 13 December 2005, published in the Annexes of the Belgian Official Gazette of 6 January 2006 under numbers 06005054 and 06005055;
• According to minutes drawn up by Notary Louis-Philippe Marcelis, associated notary in Brussels, on 7 June 2007, published in the Annexes of the Belgian Official Gazette of 2 July thereafter under number 07094099;

• According to minutes drawn up by Notary Louis-Philippe Marcelis, associated notary in Brussels, on 17 December 2007, published in the Annexes of the Belgian Official Gazette of 8 February 2008 under number 0022303;
• According to minutes drawn up by Notary Louis-Philippe Marcelis, associated notary in Brussels, on 15 December 2008, published in the Annexes of the Belgian Official Gazette of 6 January 2009 under numbers 09002326 and 09002327;
• According to minutes drawn up by Notary Louis-Philippe Marcelis, associated notary in Brussels, on 25 June 2009, published in the Annexes of the Belgian Official Gazette of 10 July of the same year, under number 2009-07-10/0097190;
• According to minutes drawn up by Notary Louis-Philippe Marcelis in Brussels, on 22 June 2011, published in the Annexes of the Belgian Official Gazette of five July of the same year, under number 11100535, followed by an amendment deed performed by Notary Louis-Philippe Marcelis in Brussels on eight July 2011, published in the Annexes of the Belgian Official Gazette of twenty-two July of the same year, under number 11112380, himself confirmed according to minutes drawn up by Notary Louis-Philippe Marcelis in Brussels, on twenty-fourth of November 2011, published in the Annexes of the Belgian Official Gazette under number 2012-01-17/0013991;
• According to minutes drawn up by Notary Louis-Philippe Marcelis in Brussels, on fifteen December 2011, published in the Annexes of the Belgian Official Gazette under number 2012-01-17/0013991;

-	According	to	minutes	drawn	up by Notary Damien Hisette in Brussels, on
	3 October 2012, published by excerpt in the Annexes of the Belgian Official Gazette
	under number 2012-10-17/0171266;
-	According	to	minutes	drawn	up by Notary Damien Hisette in Brussels, on
	19 December 2012, published by	excerpt in the Annexes of the Belgian Official Gazette
	under number 2013-01-18/0010866;
-	According	to	minutes	drawn	up by Notary Damien Hisette in Brussels, on
	20 December 2012, published by	excerpt in the Annexes of the Belgian Official Gazette
	under number 2013-01-18/0010864;

• According to minutes drawn up by Notary Matthieu Derynck, associated in Brussels, and Notary Vincent Vroninks, associated in Ixelles, on 10 July 2013, published by excerpt in the Annexes of the Belgian Official Gazette under number 2013-07-27/0117697;

-	According to minutes drawn	up by Notary Damien Hisette, fore-mentioned, on
	6 September 2013, published by	excerpt in the Annexes of the Belgian Official Gazette
	under number 2013-09-24/0145029;
-	According to minutes drawn	up by Notary Damien Hisette, fore-mentioned, on
	18 December 2013, published by excerpt in the Annexes of the Belgian Official Gazette
	under number 2014-01-20/0018757 and rectified (in the Dutch version) according to
	minutes drawn up by Notary Damien Hisette, fore-mentioned, on 1 April 2014, published
	by excerpt in the Annexes of the Belgian Official Gazette under number 2014-05-
	21/0102615;
-	According to minutes drawn	up by Notary Damien Hisette, fore-mentioned, on
	21 October 2014, published by	excerpt in the Annexes of the Belgian Official Gazette
	under number 1406110;

• According to minutes drawn up by Notary Katrin Roggeman, associated in Brussels, and Notary Vincent Vroninks, associated in Ixelles, on 25 November 2014, published by excerpt in the Annexes of the Belgian Official Gazette under number 2014-12- 28/0228218;

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• According to minutes drawn up by Notary Damien Hisette, associated in Brussels, on 16 December 2014, published by excerpt in the Annexes of the Belgian Official Gazette under number 2015-01-20/0009217;
• According to minutes drawn up by Notary Damien Hisette, associated in Brussels, on 15 December 2015, published by excerpt in the Annexes of the Belgian Official Gazette under number 2016-01-08/0003775;
• According to minutes drawn up by Notary Damien Hisette, associated in Brussels, on 26 April 2016, published by excerpt in the Annexes of the Belgian Official Gazette under number 2016-05-13/0065963;
• According to minutes drawn up by Notary Damien Hisette, on 27 September 2016, published by excerpt in the Annexes of the Belgian Official Gazette under number 2016- 10-27/0148875;
• According to minutes drawn up by Notary Damien Hisette, on 24 April 2018, published by excerpt in the Annexes of the Belgian Official Gazette under number 2018-05- 22/0080114;
• According to minutes drawn up by Notary Damien Hisette, in Brussels, on 30 April 2019, published by excerpt in the Annexes of the Belgian Official Gazette under number 2019- 05-24 / 0070047;
• According to minutes drawn up by Notary Damien Hisette, in Brussels, on 17 December 2019, published by excerpt in the Annexes of the Belgian Official Gazette under number 2019-12-30 / 0352756;
• According to minutes drawn up by Notary Damien Hisette, in Brussels, on 19 December 2019, published by excerpt in the Annexes of the Belgian Official Gazette under number 2019-12-31 / 0353213.

And for the last time on 18 mai 2021, according to minutes drafted by Notary Damien Hisette, in Brussels, yet to be published

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TITLE ONE

CHARACTER OF THE COMPANY - NAME - PARTNERS - REGISTERED OFFICE -

TERM - OBJECT

ARTICLE 1: CHARACTER - NAME

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

The company is a BE-REIT, as set forth in articles 2, 2° of the law of 12 May 2014 concerning BE-REITs (hereafter, the "BE-REITlaw"), whose shares are admitted to trading on a regulated market and who raises its financial means, in Belgium or abroad, by means of a public offering of shares.

The company name is preceded or followed by the words "public regulated real estate company under Belgian law" or "public BE-REIT under Belgian law" and all the documents produced by the company contain the same words.

It is governed by the BE-REIT law and the royal decree of 13 July 2014 relating to BE-REITs (hereafter called the "BE-REITRD") (this act and this royal decree being referred to together as the "BE-REITregulation")."

ARTICLE 2: REGISTERED OFFICE, E-MAIL ADDRESS AND WEBSITE

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

The Board of Directors has the power to transfer the registered office of the company, provided that such transfer does not require a change in the language of the articles of association pursuant to the applicable language regulation. Such decision does not require the amendment of the articles of association, unless the company's registered office is transferred to another Region. In such case, the Board of Directors has the power to amend the articles of association.

If, as a result of the transfer of the registered office, the language of the articles of association must be changed, the general meeting of shareholders shall have the sole power to take such decision, taking into account the requirements applicable to the amendment of the articles of association.

In case of extraordinary events of political, military, economic or social nature that could compromise the normal operation of the registered office or smooth communication between the registered office and a foreign country, the registered office of the company may temporarily be transferred in Belgium or abroad by simple decision of the Board of Directors until complete disappearance of such abnormal circumstances. This provisional measure shall, however, have no consequence whatsoever on the nationality of the company, which will remain Belgian despite such provisional transfer of the company's registered office.

The company may, by simple decision of the Board of Directors, establish branches or agencies in Belgium as well as abroad.

The e-mail address of the company is: [e-mail].

The website of the company is: www.befimmo.be

The Board of Directors can change the company's e-mail address and website. Such change will be communicated to the shareholders in accordance with the Code of Companies and Associations.

ARTICLE 3: TERM

3.1. The company was incorporated by means of a deed dated 30 August 1995 for an unlimited term.

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