Retail Estates : Agenda extraordinary general meeting

Public regulated real estate company according to Belgian law, limited liability company

RETAIL ESTATES

1740 Ternat, Industrielaan 6 Commercial Court Brussels (Dutch section)

VAT: BE 0434 797 847 Company number: 0434 797 847

IN RETAIL WE TRUST

AGENDA OF THE EXTRAORDINARY GENERAL MEETING OF 12 MAY 2022 AT 11 AM if the quorum is not met, a second Extraordinary General meeting will be held on 1 June 2022 AT 3 PM

1. Mandate to the board of directors regarding acquisition and pledge of own securities

Proposal for resolution: The Extraordinary General Meeting decides to authorise the board of directors for a period of five years after the publication of this resolution in the Annexes to the Belgian Official Gazette, to acquire and pledge own shares or certificates that relate to these without the total number own shares or certificates that relate to these and that are acquired by the Company or pledged by the Company in application of this mandate exceeding ten percent (10%) of the total number of shares, at a unit price which may not be lower than 75% of the average stock price of the last thirty days of the listing of the share before the date of the resolution of the board of directors to acquire, respectively pledge, and which may not be higher than 125% of the average stock price of the last thirty days of the listing of the share before the date of the resolution of the board of directors to acquire, respectively pledge. This mandate applies to the board of directors of the Company, for the direct and, to the extent necessary, the indirect subsidiaries of the Company and, to the extent necessary, for every third party acting in its own name but for the account of these companies.

The extraordinary general meeting decides accordingly to modify the articles of association, as set out below in the new text of the articles of association.

This resolution is applicable subject to the approval of the new text of the articles of association, as set out in agenda item 8. If the proposed mandate or the new text of the articles of association are not approved, the existing mandate will remain applicable.

The FSMA has approved the proposed renewal of the mandate and the resulting amendment of the articles of association subject to the decision of the extraordinary general meeting.

This proposal for resolution is subject to a special majority of at least three quarters of the votes, abstentions not taken into account in the numerator, nor in the denominator.

2. Mandate to the board of directors regarding the acquisition and pledge of own securities in order to prevent a serious and imminent harm

Proposal for resolution: The extraordinary general meeting decides to authorise the board of directors for a period of three years as of the publication of this decision in the Annexes to the Belgian Official Gazette, to acquire and pledge own shares or certificates relating to these when this acquisition, respectively pledge is necessary in order to prevent a serious and imminent harm to the Company. This mandate applies to the board of directors of the Company, for the direct and, to the extent necessary, the indirect subsidiaries of the Company and, to the extent necessary, for every third party acting in its own name but for the account of these companies.

The extraordinary general meeting decides accordingly to modify the articles of association, as set out below in the new text of the articles of association.

This resolution is applicable subject to the approval of the new text of the articles of association, as set out in agenda item 8. If the proposed mandate or the new text of the articles of association are not approved, the existing mandate will remain applicable.

The FSMA has approved the proposed renewal of the mandate and the resulting amendment of the articles of association subject to the decision of the extraordinary general meeting.

This proposal for resolution is subject to a special majority of at least three quarters of the votes, abstentions not taken into account in the numerator, nor in the denominator.

3. Mandate to the board of directors to resell own securities to one or more specific persons, employees or not

Proposal for resolution: The extraordinary general meeting decides, to the extent necessary, to authorise explicitly the board of directors to resell own shares or certificates relating to these to one or more specific persons, employees or not.

This mandate applies to the board of directors of the Company, for the direct and, to the extent necessary, the indirect subsidiaries of the Company and, to the extent necessary, for every third party acting in its own name but for the account of these companies.

The Extraordinary General Meeting decides accordingly to modify the articles of association, as set out below in the new text of the articles of association.

This resolution is applicable subject to the approval of the new text of the articles of association, as set out in agenda item 8. If the proposed mandate or the new text of the articles of association or not approved, the existing mandate will remain applicable.

The FSMA has approved the proposed renewal of the mandate and the resulting amendment of the articles of association subject to the decision of the Extraordinary General Meeting.

This proposal for resolution is subject to a special majority of at least three quarters of the votes, abstentions not taken into account in the numerator, nor in the denominator.

4. Mandate to the board of directors to resell own securities in order to prevent a serious and imminent harm

Proposal for resolution: The extraordinary general shareholders meeting decides to authorise the board of directors for a period of three years as of the publication of this decision in the Annexes to the Belgian Official Gazette, to resell own shares or certificates relating to these to prevent a serious and imminent harm to the Company.

This mandate applies to the board of directors of the Company, for the direct and, to the extent necessary, the indirect subsidiaries of the Company and, to the extent necessary, for every third party acting in its own name but for the account of these companies.

The extraordinary general meeting decides accordingly to modify the articles of association, as set out below in the new text of the articles of association.

This resolution is applicable subject to the approval of the new text of the articles of association, as set out in agenda item 8. If the proposed mandate or the new text of the articles of association are not approved, the existing mandate will remain applicable.

The FSMA has approved the proposed renewal of the mandate and the resulting amendment of the articles of association subject to the decision of the extraordinary general meeting.

This proposal for resolution is subject to a special majority of at least three quarters of the votes, abstentions not taken into account in the numerator, nor in the denominator.

5. Mandate to the board of directors regarding the authorised capital a. Acknowledgement of and discussion on the special report drawn up by the board of directors in accordance with article 7:199, section 2 of the Belgian Companies and Associations Code with respect to the renewal and replacement of the authorisation in the context of the authorised capital, describing the special circumstances under which the authorised capital can be used by the board of directors and the intended aims of this use.

As this item is for information purposes only, this invitation does not include a proposal for resolution with regard to this agenda item.

b. Proposal for resolution: The extraordinary general meeting decides to renew and replace the mandate granted to the board of directors by the extraordinary general meeting of 23 July 2018, as extended by the extraordinary general meeting of 6 December 2019, by a new mandate to the board of directors, for a period of five years as of the publication of this decision in the Annexes to the Belgian Official Gazette, to increase the capital on one or more occasions with a maximum amount (according to the proposal set out in the report of the board of directors):

[The board of directors invites you to approve the renewal and replacement of the mandate by a separate vote, whereby for every sub agenda item a) to (and including) d) there will only be proceeded to the vote on section ii), respectively iii) if section i), respectively section ii) is not accepted.]

• a) for public capital increases realised by a contribution in cash with the option to exercise the preferential right or irreducible allocation right by the shareholders of the Company,

  • i) principally, 50% of the amount of the capital on the date of the adoption of the mandate by the extraordinary general meeting,

  • ii) if the extraordinary general meeting does not approve the proposal under i), 20% of the amount of the capital on the date of the adoption of the mandate by the extraordinary general meeting,

• b) for capital increases within the context of paying an optional dividend,

  • i) principally, 50% of the amount of the capital on the date of the adoption of the mandate by the extraordinary general meeting,

  • ii) if the extraordinary general meeting does not approve the proposal under i), 20% of the amount of the capital on the date of the adoption of the mandate by the extraordinary general meeting ,

• c) for capital increases by a contribution in cash without the option for the shareholders of the Company to exercise their preferential right or irreducible allocation right, with the understanding that the board of directors will only be able to increase the capital in accordance with the section c) if and to the extent the total amount of the capital increases realised in accordance with this section c) over a period of twelve months will not exceed 10% of the amount of the capital on the moment of the resolution to increase the capital,

  • i) principally, 10% of the amount of the capital on the date of the decision to increase the capital,

  • ii) if the extraordinary general meeting does not approve the proposal under i), 10% of the amount of the capital on the date of the adoption of the mandate by the extraordinary general meeting,

• d) for capital increases in any other form,

  • i) principally, 50% of the amount of the capital on the date of the adoption of the mandate by the extraordinary general meeting,

  • ii) if the extraordinary general meeting does not approve the proposal under i), 20% of the amount of the capital on the date of the adoption of the mandate by the extraordinary general meeting,

  • iii) if the extraordinary general meeting does not approve the proposal under ii), 10% of the amount of the capital on the date of the adoption of the mandate by the extraordinary general meeting,

with the understanding that the capital, within the framework of this authorised capital, cannot be increased by an amount greater than the capital on the date of the extraordinary general meeting adopting the mandate. As of the publication of the decision to approve the mandate in the Annexes to the Belgian Official Gazette, the existing mandate regarding the authorised capital, granted by the extraordinary general meeting of 23 July 2018, as extended by the extraordinary general meeting of 6 December 2019, shall expire, and shall be replaced by the proposed mandate.

The extraordinary general meeting decides accordingly to modify the articles of association, as set out below in the new text of the articles of association.

This resolution is applicable subject to the approval of the new text of the articles of association, as set out in agenda item 8. This agenda item shall only be adopted if all sub-agenda items a), b), c) and d) are individually approved (each time for section i), ii) or, as the case may be iii)), and this by way of a separate vote as proposed by the board of directors. If on ore more of the sub agenda items a), b), c) or d) are not approved (in any section), than the whole agenda item shall be considered not to be approved. If the proposed mandate or the new text of the articles of association is/are not approved, the existing mandate shall remain applicable.

The FSMA has approved the proposed renewal of the mandate and the resulting amendment of the articles of association subject to the decision of the extraordinary general meeting.

This proposal for resolution is subject to a special majority of at least three quarters of the votes, abstentions not taken into account in the numerator, nor in the denominator.

6. Mandate to the board of directors to use the authorised capital in order to prevent a serious and imminent harm

Proposal for resolution: Without prejudice to the potential mandate to the board of directors set out in the previous agenda item, the extraordinary general meeting decides to authorise the board of directors for a term of three years as of this extraordinary general shareholders meeting, to increase the capital on one or more occasions in case of a pubic takeover bid, under the conditions provided for in the applicable legal provisions and with respect, as the case may be, of the irreducible allocation right provided for in the RREC legislation.

The extraordinary general meeting decides accordingly to modify the articles of association, as set out below in the new text of the articles of association.

This resolution is applicable subject to the approval of the new text of the articles of association, as set out in agenda item 8. If the proposed mandate or the new text of the articles of association are not approved, the existing mandate will remain applicable.

The FSMA has approved the proposed renewal of the mandate and the resulting amendment of the articles of association subject to the decision of the extraordinary general meeting.

This proposal for resolution is subject to a special majority of at least three quarters of the votes, abstentions not taken into account in the numerator, nor in the denominator.

7. Modification of the articles of association, in derogation of article 7:91, section 2 and 7:121, section 4 of the Belgian Companies and Associations Code

Proposal for resolution: The extraordinary general meeting decides to modify articles 10 and 12.2 of the articles of association in the sense that the application of article 7:91, section 2 and 7:121, section 4 of the Belgian Companies and Associations Code regarding the minimum period to which the performance criteria for the attribution of the variable remuneration has to relate, explicitly ceases to have effect towards the executive directors, the members of the body of daily management and the persons charged with the management as referred to in article 3:6, § 3, section 3 of the Belgian Companies and Associations Code.

The extraordinary general meeting decides accordingly to modify the articles of association, as set out below in the new text of the articles of association.

This resolution is applicable subject to the approval of the new text of the articles of association, as set out in agenda item 8. If the proposed mandate or the new text of the articles of association are not approved, article 7:91, section 2 and articles 7:121, section 4 of the BCAC will remain applicable.

The FSMA has approved the proposed amendment of the articles of association subject to the decision of the extraordinary general meeting.

This proposal for resolution is subject to a special majority of at least three quarters of the votes, abstentions not taken into account in the numerator, nor in the denominator.

8. Amendment of the articles of association, amongst others in order to align them with the resolutions taken and with

the Belgian Companies and Associations Code

Proposal for resolution: The extraordinary general meeting decides to adopt a new text of the articles of association, as entirely published in clean version and in track changes compared to the current articles of association on the website of the Company(www.retailestates.com), amongst others to align them with the resolutions taken by this extraordinary general shareholders meeting and with the provisions of the Belgian Companies and Associations Code. The new text of the articles of associations reads as follows: ***

TITLE I - CHARACTER OF THE COMPANY

Article 1 - Form and name

1.1 The Company has the form of a limited liability company (naamloze vennootschap/société anonyme) under the name: « Retail Estates ».

1.2 The Company is a public regulated real estate company under Belgian law (abbreviated, « PRREC ») in the sense of the act of 12 May 2014 regarding the regulated real estate companies, as amended from time to time (hereafter the "RREC Act") whose shares are admitted to trading on a regulated market and who raises its financials 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 RREC under Belgian law" and all documents produced by the Company contain the same words.

The Company is governed by the RREC Act and the royal decree of 13 July 2014 relating to the regulated real estate companies, as

amended from time to time (hereafter the "RREC Royal Decree") (this act and this royal decree are hereafter together referred to as the "RREC legislation").

Article 2 - Registered office, e-mail address and website

The registered office of the Company is located in the Flemish Region.

The board of directors has the power to transfer the registered office of the Company within Belgium provided that the transfer does not require a change in the language of the articles of association pursuant to the applicable language legislation. 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.

The Company may, by simple decision of the board of directors, establish administrative seats, branches or agencies in Belgium as well as abroad.

The Company may, in application and within the limits of article 2:31 of the Companies and Associations Code, be contacted at the following e-mail address:[e-mail].

The website of the Company is:www.retailestates.com.

The board of directors can change the Company's e-mail address and website in accordance with the Companies and Associations Code.

Article 3 - Object

The sole exclusive object of the Company is:

(a) to make real estate available to users, directly or through a company in which it holds shares, in accordance with the

provisions of the RREC Act and its implementing decrees and regulations; and

(b) to own real estate within the limits of the RREC legislation, as set out in article 2, 5°, I to xi of the RREC Act, as well as other goods, shares or rights defined as real estate by the applicable regulations on regulated real estate companies;

anyReal estate is understood to mean:

• i. immovable property as defined in Articles 3:47 and 3:49 et seq. of the Civil Code and rights in rem to said immovable property, to the exclusion of immovable property related to forestry, agriculture or mining;

• ii. voting shares issued by real estate companies of which the Company holds more than 25% of the share capital, either directly or indirectly;

• iii. option rights to real estate;

• iv. shares of public or institutional Belgian regulated real estate companies, provided, in the last case, that the Company holds more than 25% of the capital therein, either directly or indirectly;

• v. the rights resulting from contracts in which the Company was given one or more properties in lease or in which other analogous user rights were granted;

• vi. participation rights in public and institutional fixed-capital real estate investment funds (Bevak/Sicafi);

• vii. participation rights in foreign institutions for collective investment in real estate that are registered in the list referred to in Article 260 of the RREC Act;

• viii. participation rights in institutions for collective investment in real estate that are established in another Member State