Icade : Outcome of the Combined General Meeting held on April 23, 2021 and scrip dividend option for a portion of the 2020 final dividend

PRESS RELEASE

Issy-les-Moulineaux, April 23, 2021, 5:40 p.m.

OUTCOME OF THE COMBINED GENERAL MEETING HELD ON APRIL 23, 2021

AND SCRIP DIVIDEND OPTION FOR A PORTION OF THE 2020 FINAL DIVIDEND

1. OUTCOME OF THE COMBINED GENERAL MEETING HELD BEHIND CLOSED DOORS ON APRIL 23, 2021 AND RESULTS OF VOTING ON THE RESOLUTIONS

In line with the steps taken by the French government, in particular Order No. 2020-321 of March 25, 2020, Decree No. 2020-418 of April 10, 2020 and Decree No. 2021-255 of March 9, 2021, Icade's Board of Directors has decided to exceptionally hold the Combined General Meeting of April 23, 2021 behind closed doors, at the Company's registered office located at 27 rue Camille Desmoulins, 92130 Issy-les-Moulineaux, France.

Notices of meeting and invitations to attend were published and invitations to attend were sent in accordance with applicable regulations. All the documents relating to this General Meeting are available on the Company's website athttps://www.icade.fr/en/finance/shareholders/general-shareholders-meeting.

This Meeting was chaired by Frédéric Thomas, Chairman of the Board of Directors.

Pursuant to Article 8 of Decree No. 2020-418, the Board of Directors, which met before the General Meeting, appointed two shareholders as scrutineers from among the ten shareholders with the largest number of voting rights of which the Company was aware on the date the General Meeting was convened, namely Caisse des Dépôts, represented by Ms Carole Abbey and Crédit Agricole Assurances Group, represented by Mr Emmanuel Chabas. Mr Jérôme Lucchini was appointed as the General Meeting's Secretary.

Considering all postal votes and proxies given to the Chairman of the General Meeting, it appears that the shareholders represented or having voted by post totalled:

• 66,926,554 voting shares, i.e. a quorum of 90.447% for the Ordinary General Meeting,
• 66,919,205 voting shares, i.e. a quorum of 90.437% for the Extraordinary General Meeting.

All the resolutions proposed at the General Meeting were approved by a large majority. The detailed voting results are shown in the appendix to this press release.

In particular, the General Meeting:

• Approved the separate and consolidated financial statements for the financial year 2020;
• Approved the distribution of a gross cash dividend of €4.01 per share for the financial year 2020. In accordance with the decision made by the Board of Directors on February 19, 2021, a gross interim dividend of €2.01 per share was paid on March 5, 2021, with shares having gone ex-dividend on March 3, 2021, and the remaining balance will be paid in the form of a gross final dividend of €2.00 per share on May 27, 2021, with shares going ex-dividend on April 28, 2021;
• Approved the option to receive a portion of the final dividend in cash or in shares;
• Noted that no new regulated related party agreements had been entered into;

• Ratified the temporary appointment of Mr Antoine Saintoyant and Mr Bernard Spitz as directors;
• Reappointed Mr Olivier Fabas, Mr Olivier Mareuse and Mr Bernard Spitz;
• Approved the remuneration policy for directors, the Chairman of the Board of Directors and the Chief Executive Officer as well as their elements of remuneration for 2020;
• Renewed all the authorisations and financial delegations to be given to the Board of Directors.

After this Combined General Meeting, the composition of the Board of Directors remained unchanged, with 15 directors, including 5 independent directors. The members and chairpersons of the four committees of the Board of Directors remained unchanged.

The video of the General Meeting as well as the presentation are available on the Company's website at https://www.icade.fr/en/finance/shareholders/general-shareholders-meeting.

2. SCRIP DIVIDEND OPTION FOR A PORTION OF THE 2020 FINAL DIVIDEND - TIMETABLE AND PAYMENT METHOD

The Combined General Meeting held today approved a gross dividend of €4.01 per share for the financial year 2020 (including the gross interim dividend of €2.01 per share paid on March 5, 2021) and resolved to offer shareholders the option of receiving 80% of the final dividend, i.e. a gross amount of €1.60 per share, in shares.

As a result, the Company's shareholders will be able to receive, depending on their choice, either 100% of the final dividend in cash or 80% of this final dividend in new Icade ordinary shares and 20% in cash.

Final dividend timetable:

• Ex-dividenddate for the final dividend: April 28, 2021
• Record date: April 29, 2021
• First day for receipt of scrip elections with regard to the portion of the final dividend that may be paid in shares: April 30, 2021

- Final day for receipt of scrip elections with regard to the portion of the final dividend that may be paid in shares: May 20, 2021

• (Shareholders who have not exercised their option on or before May 20, 2021 will receive their final dividend solely in cash).
• Result of election for cash or scrip dividend with regard to the portion of the final dividend that may be paid in shares: May 25, 2021
• Payment of the final cash dividend, payment of the relevant portion of the final dividend in shares: May 27, 2021

Payment method for the final dividend:

To exercise this option, shareholders may send their request to the financial intermediaries authorised to pay the dividend. Shareholders who have not exercised their option on or before May 20, 2021 will receive their final dividend solely in cash.

The price of the new shares issued as payment for a portion of the final dividend has been set at €59.20 by the Board of Directors which met today after the General Meeting in accordance with the delegation granted by the General Meeting.

This price is equal to the average quoted price of the share over the 20 trading days preceding the General Meeting, to which a 5% discount was applied, less the net amount of the portion of the final dividend.

If the number of shares corresponding to the portion of the net final dividend on which a shareholder exercised the option is not a whole number, the shareholder can receive the said number of shares rounded down to the nearest whole number plus cash in lieu of any fractional shares.

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The maximum number of new shares that may be issued to pay the portion of the final dividend in shares equals 1,993,783 shares representing around 2.68% of the share capital and 2.70% of the Company's exercisable voting rights based on the share capital and voting rights as of March 31, 2021.

The shares so issued will entitle their holders to dividends starting on January 1, 2021 and rank pari passu in all respects with the existing ordinary shares making up the share capital of the Company.

The new Icade shares will be admitted to trading on the Euronext Paris exchange (ISIN: FR0000035081) starting on May 27, 2021, on the same trading line as the existing shares.

Disclaimer

This press release constitutes the information document required under Article 1, paragraphs 4 (h) and 5 (g) of Chapter I of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017.

It does not constitute an offer of securities subject to approval of a prospectus. This press release and any other document relating to the payment of the dividend in shares may only be distributed outside France in accordance with locally applicable laws and regulations, and may not constitute an offer of securities in countries where such an offer would violate locally applicable laws. The option to receive payment of the final dividend for the financial year 2020 in shares is thus open to all of the Company's shareholders, with the exception of shareholders residing in any country for which such an option would require registration with or authorisation by local financial regulatory authorities. Shareholders residing outside of France must inquire about any local restrictions and comply with them. Shareholders must inform themselves of the requirements for and consequences of the exercise of such option, which may be applicable under local law. For tax matters related to the payment of the dividend in shares, shareholders should consult their own tax advisor to discuss their personal circumstances. When deciding whether to opt for a dividend payment in shares, shareholders should consider the risks associated with an equity investment. For further information on the Company and the risks relevant to the Group, please refer to the "Risk Factors" chapter of the Company's 2020 Universal Registration Document (available on the website www.icade.fr).

ABOUT ICADE

DESIRABLE PLACES TO LIVE

As an office and healthcare property investment company (portfolio worth €14.7bn on a full consolidation basis as of 12/31/2020) and a developer of homes, offices and public amenities (2020 economic revenue of €825m), Icade designs, builds, manages and invests in cities, neighbourhoods and buildings that are innovative, diverse, inclusive and connected, with a reduced carbon footprint. Desirable places to live and work. In collaboration with its stakeholders, Icade has made low carbon a strategic priority in order to reinvent real estate and create cities that are healthier, happier and more hospitable. Icade is a key player in Greater Paris and major French cities. It is listed as a "SIIC" on Euronext Paris and its leading shareholder is the Caisse des Dépôts group.

The text of this press release is available on the Icade website: www.icade.fr/en/

	CONTACTS
Anne-Sophie Lanaute	Charlotte Pajaud-Blanchard
Head of Financial Communication and Investor Relations	Press Relations Manager
[phone]	[phone]
[e-mail]	[e-mail]

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APPENDIX - RESULTS OF VOTING

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ICADE - GENERAL ASSEMBLY - 04/23/2021

VOTE RESULTS

Ordinary Resolutions

Nb

Resolution

Result

For

Against

Vote withhold

Total votes

Shares represented

Percentage of the

Out of vote

Null voting

Quorum

by the votes cast

share capital

voting rights

rights

represented by the

Votes

%

Votes

%

Votes

%

votes cast

Approval of the separate financial statements for the year ended December 31, 2020 - Approval of non-tax deductible expenses and charges

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1	Carried	66 827 065	99,88 %	78 153	0,12 %	21 336		-	66 905 218	66 926 554	89,791 %	0	0	90,447 %
	Approval of the consolidated financial statements for the year ended December 31, 2020
2
2	Carried	66 901 176	> 99,99 %	3 987	< 0,01 %	21 391		-	66 905 163	66 926 554	89,791 %	0	0	90,447 %
	Appropriation of profits for the financial year and determination of the dividend amount
3
3	Carried	66 530 332	99,41 %	394 728	0,59 %	1 494		-	66 925 060	66 926 554	89,791 %	0	0	90,447 %
	Option to receive a portion of the final dividend in cash or in shares
4
4	Carried	66 455 428	99,30 %	466 893	0,70 %	4 233		-	66 922 321	66 926 554	89,791 %	0	0	90,447 %
	Statutory Auditors' special report on regulated related party agreements - Acknowledgement that there have been no new agreements
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5	Carried	66 920 336	> 99,99 %	4 582	< 0,01 %	1 636		-	66 924 918	66 926 554	89,791 %	0	0	90,447 %
	Reappointment of Mr Olivier Fabas as director
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6	Carried	54 551 291	81,53 %	12 357 467	18,47 %	17 796		-	66 908 758	66 926 554	89,791 %	0	0	90,447 %

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