Covivio: Description of the share buy-back program authorized by the Ordinary and Extraordinary Shareholders’ Meeting held on 20 April 2021

Description of the share buy-back program authorized by the Ordinary and

Extraordinary Shareholders' Meeting held on 20 April 2021

SUMMARY OF THE MAIN FEATURES OF THE SHARE BUY -BACK PROGRAM

Issuer	Covivio
Share listing	Euronext Paris - Compartiment A and the MTA (Mercato Telematico
Azionario) market of the Milan Stock Exchange
Shares concerned	Covivio Shares (ISIN Code: FR0000064578)
Authorization of the transaction	Ordinary and Extraordinary Shareholders' Meeting of 20 April 2021
Implementation decision	Board of Directors' decision of 20 April 2021
Maximum amount of funds
allocated to the share buy-back	€150,000,000
program
Maximum purchase price per share	€135 (excluding acquisition costs)
	-	Implementation of a liquidity contract entered into with an investment
		services provider under the conditions and in accordance with the
		procedures provided by regulations and authorized market practices;
	-	Allocation to corporate officers or employees of the Company and/or
		its group companies;
Main objectives of the share buy-	-	Delivery of shares upon exercise of rights attached to securities giving
	the right to the allocation of shares;
back program
-	Holding and payment or exchange in connection with any external
		growth, merger, demerger or contribution transactions;
	-	Cancellation of shares;
	-	Use in connection with any other practice that may be authorized by
		law or the Autorité des marchés financiers or any other purpose that
		may be authorized by applicable law or regulation.
Duration of the program	Eighteen (18) months starting from the Ordinary and Extraordinary
Shareholders' Meeting, i.e. until 19 October 2022

Pursuant to Articles 241-1to 241-5of the Règlement général de l'Autorité des marchés financiers (AMF), the purpose of this document is to describe the objectives and terms of the share buy-backprogram authorized by the Ordinary and Extraordinary Shareholders' Meeting of Covivio held on 20 April 2021 and its estimated impact on the situation of shareholders.

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INFORMATION ON THE SHARE BUY -BACK PROGRAM

1. OBJECTIVES OF THE SHARE BUY-BACK PROGRAM AND USE OF THE SHARES REPURCHASED

The objectives of the share buy-back program authorized by the seventeenth resolution approved by the Ordinary and Extraordinary Shareholders' Meeting of 20 April 2021 are the following:

• allocate the shares to corporate officers or employees of the Company and/or its group companies under the conditions and in accordance with the terms and conditions provided for by the applicable legal and regulatory provisions in the context of (i) profit-sharing plans, (ii) stock options or share purchase options regime provided for in Articles L. 225-177 et seq. of the French Commercial Code and L. 22-10-56 of the French Commercial Code, (iii) free allocation of shares regime provided for in Articles L. 225-197-1 et seq. of the French Commercial Code and L. 22-10-59 et L. 22-10-60 of the French Commercial Code, and (iv) any company savings plan, as well as carry out any hedging transactions relating to these transactions, under the conditions provided for by the market authorities and at such times as the Board of Directors or the person acting upon the Board of Directors' authorization may determine;
• deliver the shares upon the exercise of rights attached to securities giving right, immediately or in the future, by redemption, conversion, exchange, presentation of a warrant or by any other way to the allocation of shares of the Company, as well as carry out any hedging transactions in connection with the issuance of such securities, under the conditions provided by the market authorities and at such times as the Board of Directors or the person acting upon the Board of Directors' authorization may determine;
• retain the shares and subsequently use them as payment or exchange in connection with any external growth, merger, demerger or contribution transactions;
• cancel all or part of the shares by reducing the share capital (in particular with a view to optimizing cash management, return on equity or earnings per share) pursuant to the nineteenth resolution of the Ordinary and Extraordinary Shareholders' Meeting of 20 April 2021;
• improve the liquidity of Company's shares and ensure the Company's share price stability or avoid price discrepancies not justified by market trends under a liquidity contract entered into with an investment services provider operating independently, under the conditions and in accordance with the procedures provided by regulations and authorized market practices and in compliance with a code of ethics approved by the Autorité des marchés financiers;
• and also for any other practice that may be authorized by law or the Autorité des marchés financiers or any other objective that may be authorized by applicable law or regulation. In such a case, the Company would inform its shareholders by way of a press release.

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In the context of the achievement of the fifth objective referred to above, in order to avoid excessive volatility of the share price, Covivio entrusted Exane BNP Paribas (investment services provider), as of 11 July 2005, the implementation of a liquidity contract.

A new liquidity contract was entered into with Exane BNP on 10 January 2019 in accordance with Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse, Commission Delegated Regulation (EU) 2016/908 of 26 February 2016 supplementing Regulation (EU) No 596/2014, and AMF Decision No 2018-01 of 2 July 2018 establishing liquidity contracts on capital securities as an accepted market practice.

On 20 April 2021, the Board of Directors decided to implement a new share buy-back program, notably through the extension of the existing liquidity contract entered into with Exane BNP Paribas, under the same conditions and on the basis of a maximum purchase price of €135 per share (excluding acquisitions costs). For the continuation of this contract, scheduled from the implementation of this program, Covivio maintained the resources allocated to the liquidity account.

In connection with the implementation of this program, the maximal amount of funds allocated to the share buy-back program amounts to €150,000,000.

2. NUMBER OF SHARES HELD BY COVIVIO - BREAKDOWN OF THE SHARES HELD PER OBJECTIVES

Before 20 April 2021, a share buy-back program was authorized by the Ordinary and Extraordinary Shareholders' Meeting of Covivio which was held on 22 April 2020, the terms and conditions were described in the description of the said program made public on 22 April 2020.

As of 20 April 2021, Covivio holds as of the date of this description:

• 53,038 shares pursuant to the liquidity contract; and
• 197,709 shares assigned to cover employee stock ownership as part of (i) plans of free assignment of Company's shares to Covivio's employees and/or corporate officers and (ii) placement of the profit-sharing (plus the related contribution) in shares of the Company by employees of the Group.

The Company did not use any derivatives under this previous share buy-back program.

3. LEGAL FRAMEWORK

This program is made in accordance with the provisions of:

• Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (MAR);
• Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016 supplementing Regulation (EU) No 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the conditions applicable to buy-pack programmes and stabilisation measures;
• Articles L. 22-10-62 et seq. of the French Commercial Code;

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• Article L 451-3 of the French Monetary and Financial Code;
• Articles 241-1 et seq. of the general regulation of the AMF;
• AMF Instruction No 2017-03 of 2 February 2017 on the methods for notifying transactions carried out as part of dealings by listed issuers in their own shares and stabilisation measures;
• AMF Decision No 2018-01 of 2 July 2018 establishing liquidity contracts on capital securities as an accepted market practice and any other provisions referred to therein;
• AMF Position-recommendation No 2017-04 of 2 February 2017 on the guide relating to trading by issuers in their own shares and stabilisation measures.

This buy-back program was authorized by the seventeenth resolution approved by the Ordinary and Extraordinary Shareholders' Meeting of 20 April 2021.

4. TERMS

4.1 Characteristics of the shares concerned by the share buy-back program

Covivio ordinary shares (ISIN Code: FR0000064578), all of the same category, bearer or registered, listed on Euronext Paris - Compartiment A and the MTA (Mercato Telematico Azionario) market of the Milan Stock Exchange.

4.2 Maximum portion of the share capital that may be acquired and maximum amount payable by Covivio

Pursuant to the resolution approved by the Ordinary and Extraordinary Shareholders' Meeting of Covivio held on 20 April 2021, the number of shares that the Company is authorized to purchase shall no exceed 10% of the shares composing the Company's share capital (at any given time, this percentage shall apply to the share capital taking into account transactions affecting it after the Shareholders' Meeting), i.e. 9,457,948 shares on the date of this description.

It is specified that in the event of a purchase under the liquidity contract, the number of shares considered for the calculation of the limit of 10% of the above-mentioned amount of share capital shall correspond to the number of shares purchased, less the number of shares resold during the term of this authorization.

However, the number of shares purchased in view of conserving them and handing them over subsequently for payment or exchange within the context of a merger, demerger or contribution, shall not exceed 5% of the Company's share capital.

The maximum purchase price per share is set at €135 (excluding purchase costs).

On the basis of the number of shares composing the share capital on the date of this description (94,579,481 shares) and taking into account 250,747 treasury shares, the maximum number of shares that is likely to be purchased would amount to 9,207,201 shares. However, it is recalled that pursuant to the seventeenth resolution approved by the Ordinary and Extraordinary Shareholders' Meeting of Covivio held on 20 April 2021, the maximum amount of funds allocated to the share buy-back program is one hundred and fifty million euros (€150,000,000).

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4.3 Terms and conditions of the repurchase

The acquisition, sale, exchange or transfer of shares may be carried out at any time, except as from the filing by a third party of a tender offer on the Company's shares, until the end of the offer period, and by any means, i. e. on the market or by private agreement, including by acquisition or sale of blocks of shares, or by using financial instruments, in particular derivative financial instruments traded on a regulated or over-the-counter market, such as call or put options or any combination thereof, or by using warrants, under the conditions authorized by the competent market authorities and at such times as the Company's Board of Directors may determine. The maximum portion of share capital acquired or transferred under the form of blocks of shares may reach the entire program.

In the event of a change in the par value of the share, a capital increase by incorporation of reserves, a free allocation of shares, a split or regrouping of shares, a distribution of reserves or of any other assets, a capital depreciation or any other transaction relating to the shareholders' equity, the purchase and sale prices will be adjusted by decision of the Board of Directors to take into account the impact of these transactions on the value of the share.

4.4 Duration of the share buy-back program and calendar

This share buy-back program shall be implemented within a limited period of eighteen (18) months starting from the date of the Ordinary and Extraordinary Shareholders' Meeting, i.e. until 19 October 2022 at the latest.

4.5 Financing of the share buy-back program

The acquisitions will be financed in part by Covivio's own resources or, where applicable, by means of debts for additional needs that exceed its self-financing.

5. UNIVERSAL REGISTRATION DOCUMENT

The universal registration document of Covivio for the year ended 31 December 2020 was filed within the Autorité des marchés financiers on 15 March 2021 under number D.21-0123.

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