Retail Estates : Draft articles of association

RETAIL ESTATES

Limited liability company

Public regulated real estate company according to Belgian law

Registered office: Industrielaan 6, B-1740 Ternat (Belgium)

Company number: 0434.797.847 (RLE Brussels)

COORDINATED ARTICLES OF ASSOCIATION

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 any other goods, shares or rights defined as real estate by the applicable regulations on regulated real estate companies;

Real 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 of the European Economic Area and that are not registered in the list referred to in Article 260 of the RREC Act, insofar as they are subject to supervision equivalent to that exercised over the public fixed-capital real estate investment funds;

• ix. shares or participation rights issued by companies (i) that are legal entities; (ii) governed by the laws of another Member State of the European Economic Area; (iii) whose shares have or have not been admitted to trading on a regulated market and/or are or are not subject to a regime of prudential supervision; (iv) whose principal activity is the acquisition or construction of immovable property in anticipation of making it available to users or direct

or indirect ownership of shares in the capital of companies with a similar activity; and (v) that are exempted from the tax on income from profits originating from the activity referred to under (iv), subject to compliance with specific legal requirements, and that are at least compelled to distribute part of their income among their shareholders (called "Real Estate Investment Trusts" and abbreviated to "REITs");

• x. real estate certificates within the meaning of Article 4, 7° of the Belgian Act of 11 July 2018;

• xi. participation rights in a specialised real estate investment fund; xii.all other goods, shares or rights defined as real estate by the regulations applicable to regulated real estate companies;

(c) to enter into in the long-term, either directly or through a company in which it holds participating interests in accordance with the provisions of the RREC legislation, possibly in cooperation with third parties or with a public contracting authority or adhere to one or more:

• i. DBF agreements, the so-called "Design, Build, Finance" agreements;

• ii. DB(F)M agreements, the so-called "Design, Build, (Finance) and Maintain" agreements;

• iii. DBF(M)O agreements, the so-called "Design, Build, Finance, (Maintain) and Operate"

  agreements; and/or

• iv. agreements for public works concessions relating to buildings and/or other immovable infrastructure and corresponding services, and on the basis of which:

(i) it is responsible for the provision, the maintenance and/or the operation on behalf of a public entity and/or the citizen as end user, with the purpose of meeting a social need and/or enable the provision of a public service; and

(ii) the relevant financing, availability, demand and/or operating risk, in addition to the construction risk, if any, can be assumed by the Company in full or in part, without necessarily being granted rights in rem; or

(d) to develop, have developed, construct, have constructed, manage, have managed, operate, have operated or make available, in the long-term, either directly or through a company in which it holds participating interests in accordance with the provisions of the RREC legislation:

• i. utilities and storage facilities for the transport, distribution or storage of electricity, gas, fossile or non-fossile fuels and energy in general, and related goods;

• ii. utilities for the transport, distribution, storage or purification of water, including assets related to these utilities;

• iii. installations for the generation, storage and transport of renewable or non-renewable energy and related goods; or

• iv. incinerators and landfills, including assets related to these installations.

In the context of the provision of real estate, the Company may in particular carry out all activities related to the establishment, construction (without prejudice to the prohibition to act as a property developer, except in case of occasional transactions), remodelling, renovation, development, acquisition, disposal, furnishing, letting, sub-letting, exchange, contribution, transfer, sub-division, bringing of real estate assets into a system of co-ownership or joint ownership as described above, the granting or acquisition of right of superficies, the right to the usufruct, long-term lease or other in rem or personal rights on properties as described above, and the management and operation of real estate.

The Company may, by means of contribution in cash or in kind, merger, demerger or other corporate restructuring, registration, participation, membership, financial support or in any other way, acquire a share (or be a member) of any existing or future companies, businesses or associations in Belgium or abroad with a corporate object that is similar or complementary to that of the Company (including participating interests in a perimeter company that provides services to the tenants of the buildings of the Company and/or its perimeter companies) or that supports or facilitates the realisation of its object and, in general, execute all transactions connected directly or indirectly to its corporate object.

The Company may grant mortgages or other forms of security as well as extend loans to, and serve as a guarantor for, a perimeter company within the limits of the RREC legislation.

The Company may, on a temporary or subsidiary basis, also invest in securities that are not real estate within the meaning of the RREC legislation. Such investments shall be made in accordance with the risk management policy adopted by the Company, and shall be diversified to ensure an adequate risk diversification. The Company may hold unallocated liquid assets. The liquid assets can be held in all currencies, in the form of deposits on demand, term deposits, or any money market instrument that makes the money readily available. In addition, the Company may engage in transactions involving hedging instruments, provided the latter are carried out for the sole purpose of hedging the interest rate and exchange risk, expressly excluding any speculative transactions.

The Company and its perimeter companies may lease out or take a lease on (under finance leases) one or more properties , with or without purchase option. Leasing out with a purchase option may only be carried out as an additional activity , unless the properties in question are intended to be used in the public interest, including social housing and education (in which case this activity may form part of the company's main activities).

In general, the Company is deemed to carry out all of its activities and transactions in accordance with the rules and within the limits provided for by the RREC legislation and any other applicable legislation.

Article 4 - Prohibitory provisions

The Company cannot:

- act as a property developer within the meaning of the RREC legislation, except for occasional transactions;

The Company is prohibited from:

• - participating in an association for permanent inclusion or guarantee;

• - lending financial instruments, except for loans that are granted under the conditions and in accordance with the provisions of the royal decree of 7 March 2006;

• - acquiring financial instruments issued by a company or a private association that was declared bankrupt, has concluded an amicable settlement with its creditors, is the object of judicial reorganisation proceedings, has been granted postponement of payment or in respect of which a similar measure has been taken abroad; and

• - making contractual arrangements or including stipulations in the articles of association with respect to perimeter companies that may affect the voting power to which these companies are entitled pursuant to the applicable legislation due to a participating interest of 25% plus

one share.

Article 5 - Duration

The Company has been incorporated for an unlimited period of time.

Title II - Capital - Shares

Article 6 - Capital

6.1 Subscription and paying up of the capital

The capital of the Company amounts to two hundred ninety-seven million six hundred thousand three hundred twenty-two euro and ninety-one cents (EUR 297.600.322,91), and is divided into thirteen million two hundred twenty-six thousand four hundred fifty-two (13,226,452) entirely paid up shares, without a nominal value, each representing an equal part of the capital, more in particular one/thirteen million two hundred twenty-six thousand four hundred fifty-second (1/13,226,452nd) part of the capital.

6.2 Authorised capital1

[PROPOSAL RENEWAL AUTHORISED CAPITAL]

The board of directors is authorised to increase the capital on one or more occasions, on the dates and under the conditions determined by it, in accordance with the applicable legislation, up to a maximum amount of:

• a. [amount written out in full] (EUR [amount]] for public capital increases by means of a cash contribution, providing for the possibility for the shareholders of the Company to exercise their preferential subscription right or their irreducible allocation right2,

• b. [amount written out in full] (EUR [amount]] for capital increases within the context of an optional dividend3,

• c. (EITHER: at any time, 10% of the amount of the capital at the moment on which the decision to increase the capital is adopted] [OR: [amount written out in full] (EUR [amount]) for capital increases by contribution in cash not providing for the possibility for the shareholders of the Company to exercise the preferential subscription right or the irreducible allocation right, with the understanding that the board of directors will only be allowed to increase the capital in accordance with this item (c) if and to the extent that the aggregate amount of the capital increases performed over a period of 12 months in accordance with this paragraph does not exceed 10% of the amount of the capital at the moment on which the resolution

1 If the proposed authorisation regarding the authorised capital is not approved, this article will contain the text of the current article 6.2 of the articles of association. The proposed authorisation will only be considered to be approved if the proposals under sub-agenda items 5 a, 5 b, 5 c and 5 d are approved (each for section i), ii) or, respectively, iii), as stated under the relevant agenda item). The term "warrant(s)" will however always be replaced by "subscription right(s)" respectively.

2 This paragraph will only be added to the articles of association if the extraordinary general meeting approves the proposal in agenda point 5 b.a) i) of ii).

3 This paragraph will only be added to the articles of association if the extraordinary general meeting approves the proposal in agenda point 5 b.b) i) of ii).