Warehouses De Pauw : Notice and agenda Extraordinary General Meeting 2 February 2023

WAREHOUSES DE PAUW

Public limited company

Public regulated real estate company under Belgian law

Blakebergen 15, 1861 Wolvertem

RLE Brussels, Dutch section | 0417.199.869

The original version of this notice to convene has been written in Dutch; this English version is an

unofficial translation.

CONVOCATION OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS ON

2 FEBRUARY 2023 AT 9.30 am

The shareholders, bondholders, directors and statutory auditor of Warehouses De Pauw NV/SA (WDP or the Company), are hereby invited to attend the Extraordinary General Meeting of the Company on Thursday 2 February 2023 at 9.30 am (the Extraordinary General Meeting or EGM) in the offices of the Company at Blakebergen 15, B-1861 Wolvertem (Meise), in order to deliberate on the agenda and proposed resolutions as mentioned below.

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AGENDA OF THE EXTRAORDINARY GENERAL MEETING

It has been determined that, to approve the amendments to the Articles of Association proposed in item A and B, the presence or representation of at least half of the capital is required, as well as a majority of at least three-quarters of the votes cast at the meeting.

The amendments to the Articles of Association described below received the prior approval of the Financial Services and Markets Authority (FSMA) on 20 December 2022.

1. MANDATE REGARDING THE AUTHORISED CAPITAL

1. Acknowledgement of the Board of Directors' report drawn up in application of Article 7:199 of the Belgian

Code of companies and associations with regard to the renewal of the authorised capital, in which the special circumstances are described under which the authorised capital can be used and the intended aims thereof.

Given the fact that it only concerns an acknowledgement, no proposed resolution is included.

2. Proposed resolution:the Extraordinary General Meeting resolves to renew the existing mandate

regarding the authorised capital and to provide for a new mandate to the Board of Directors of the Company to, within the constraints of the mandatory provisions contained in the applicable company law, increase the Company's capital on the dates and subject to the conditions it will determine, on one or more occasions, up to a maximum amount of:

I. 50% of the capital amount, if the capital increase to be realised is a capital increase in cash with the option for shareholders to exercise their preferential right or irreducible allocation right (as meant in the RREC Legislation (as defined in Article 1 of the Articles of Association));

1. 50% of the capital amount, if the capital increase to be realised is a capital increase within the context of payment of an optional dividend;
   III. 10% of the capital amount, if the capital increase to be realised is (a) a capital increase in kind or (b) a capital increase by a contribution in cash without the option for shareholders to exercise their preferential right or irreducible allocation right (as meant in the RREC Legislation), or (c) a capital increase in any other form;

with the understanding that the capital, within the framework of the authorised capital, shall not be increased by an amount greater than the capital as it stands on the date of the Extraordinary General Meeting that approves the proposed mandate, in other words that the sum of the capital increases with application of the proposed mandate included under points I, II and III will in total not exceed the capital amount as it stands on the date of the Extraordinary General Meeting that approves the proposed mandate;

and thereforeresolves to amend Article 8of the Articles of Association accordingly as follows:

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"ARTICLE 8. AUTHORISED CAPITAL

The board of directors is authorised, within the constraints of the mandatory provisions contained in the applicable company law, to increase the share capital on the dates and subject to the conditions that it specifies, in one or more increments, up to a maximum amount of:

I. [[to be completed: 50% of the amount of the capital on the date of the Extraordinary General Meeting, rounded down to the nearest eurocent], if the capital increase to be realised is a capital increase in cash with the option of the Company's shareholders to exercise their preferential right or irreducible allocation right (as referred to in the RREC Legislation);]1 and

1. [[to be completed: 50% of the amount of capital on the date of the Extraordinary General Meeting, rounded down to the nearest eurocent], if the capital increase to be realised involves the distribution of an optional dividend];2 and
   III. [[to be completed: 10% of the amount of the capital on the date of the Extraordinary General Meeting that approves the authorisation, rounded down to the nearest eurocent], if the capital increase to be realised (a) is a capital increase in kind, or (b) a capital increase in cash without the option of the Company's shareholders to exercise their preferential right or irreducible allocation right (as referred to in the RREC Act), or (c) any other kind of capital increase]3 ;
   with the understanding that the capital will not be allowed to increase within the context of this mandate by an amount that exceeds the amount of the capital on the date of the Extraordinary General Meeting that approves the mandate.
   This mandate is valid for a period of five years from publication of the minutes of the Extraordinary General Meeting that approves the mandate.
   This mandate is renewable.
   Capital increases can be carried out via contribution in cash, contribution in kind or conversion of reserves, including profits carried forward and issue premiums as well as all of the equity components in the Company's individual IFRS financial statements (drawn up based on the RREC Legislation) which are convertible into capital, possibly with issuance of shares or other securities (of any existing kind), in accordance with the mandatory provisions set out in the applicable company law the RREC Legislation.
   Eventual issue premiums will be shown in one or more separate accounts under equity in the liabilities on the balance sheet. The board of directors is free to decide to place any issue premiums, possibly after deduction of an amount that does not exceed the cost of the increase in capital in the meaning of the applicable IFRS rules, into an unavailable account, which shall constitute the third party guarantee on the same basis as the capital and cannot under any circumstances be reduced or abolished except by a resolution of the general meeting voting as for an amendment to the Articles of Association, except in the case of the conversion into capital.
   Under the conditions and within the limits set out in paragraphs one to five of this article, the board of directors can not only create or issue shares, but also subscription rights (which may be attached to another security), convertible bonds, bonds repayable in shares, or other securities (of any existing kind), while complying at all times with the mandatory provisions set out in the applicable company law and RREC Legislation.

1. This paragraph will only be added to the Articles of Association if the Extraordinary General Meeting approves the proposal in agenda point 2.I.
2. This paragraph will only be added to the Articles of Association if the Extraordinary General Meeting approves the proposal in agenda point 2.II.
3. This paragraph will only be added to the Articles of Association if the Extraordinary General Meeting approves the proposal in agenda point 2.III.

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Without prejudice to the application of mandatory provisions of the applicable company law and RREC Legislation, in this process the board of directors may limit or cancel preferential rights, even if this benefits one or more particular persons other than employees of the Company.

The board of directors has the power to amend the Company's Articles of Association in line with the capital increase(s) that was/were realised within the context of the authorised capital."

This proposed mandate will be given for a period of five years, to be calculated from the day the minutes of the Extraordinary General Meeting are published in the Annexes to the Belgian State Gazette. From that date the existing mandate regarding the authorised capital that was given by the Extraordinary General Meeting of 27 April 2022 will mature and this proposed mandate will assume its place. To be clear, if the proposed mandate is not approved, the existing mandate regarding the authorised capital will remain in force in favour of the Board of Directors of the Company.

The FSMA has approved the proposed amendments to the Articles of Association.

The Board of Directors invites shareholders to approve this proposed resolution with the understanding that each of the points I., II. and III. will be voted on separately.

This proposed resolution is subject to a special majority of at least three quarters of the votes cast.

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1. MANDATE REGARDING THE ACQUISITION, ACCEPTANCE AS PLEDGE AND RESALE OF OWN SECURITIES

3. Proposed resolution: the Extraordinary General Meeting resolves to renew the existing mandates

regarding the acquisition, pledging and disposal of shares of the Company and securities relating thereto, and to provide for new mandates for a new period of five (5) years, and therefore resolves to amend the current Article 11 of the Articles of Association accordingly, as follows:

"ARTICLE 11. ACQUISITION, PLEDGE AND DISPOSAL OF OWN SECURITIES

"1. The company may acquire, accept as pledge and resell its own shares and certificates that relate to these in accordance with the provisions of the applicable company law.

2.A. For a period of five (5) years after the publication in the Annexes to the Belgian State Gazette of the minutes of the extraordinary general meeting of [to be completed: date of the Extraordinary General Meeting] that approves this authorisation, the board of directors may acquire and accept as pledge shares of the company and certificates that relate to these at a minimum price or countervalue which may not be lower than EUR 0.01 and a maximum value or counterprice which may not be higher than 125% of the closing price on the trading day before the date of the transaction although the company may not own more than 10% of the total number of shares issued or certificates that relate to these.

2.B. The board of directors is authorised to resell own shares and certificates that relate to these inter alia to one or more specific persons, who are not employees, at a minimum price or countervalue equal to 75% of the closing price on the trading day before the date of the transaction.

1. The authorisations under point 2. do not prejudice the option the board of directors has to acquire, accept as pledge or resell company shares or certificates that relate to them, subject to the applicable legal requirements, if no statutory authorisation or authorisation by the general meeting is required, or is no longer required.
2. The authorisations mentioned under point 2. and the content of point 3. apply to the board of directors of the company, for direct and where necessary also indirect subsidiaries of the company, and where necessary also for any third party who acts in its own name but on behalf of these companies."

These proposed mandates will be given for a period of five years, to be calculated from the day the minutes of the Extraordinary General Meeting are published in the Annexes to the Belgian State Gazette. From that date the existing mandates that were given by the extraordinary general meeting of 11 September 2019 will lapse and these proposed mandates will assume their place. To be clear, if the proposed mandates are not approved the existing mandates will remain in force in favour of the Board of Directors of the Company.

The FSMA has approved the proposed amendments to the Articles of Association.

This proposed resolution is subject to a special majority of at least three quarters of the votes cast.

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