Xior Student Housing : Notice Ordinary General Meeting - EN unofficial

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Xior Student Housing

Public Limited Company, PRREC according to Belgian law

Frankrijklei 64-68, 2000 Antwerp (Belgium)

RPR (Antwerp Register of Companies, Antwerp division) 0547.972.794

(the "Company" or "Xior")

CONVENING NOTICE FOR THE ORDINARY GENERAL MEETING OF 16 MAY 2024

The shareholders, directors and statutory auditor of Xior Student Housing NV are hereby invited to the ordinary general meeting of the Company (the "General Meeting"), to be held on 16 May 2024 at 10:00 a.m. at the Company's registered office, in order to deliberate on the following agenda and proposals for resolution.

AGENDA OF THE ORDINARY GENERAL MEETING

1. Xior Student Housing NV

1.1. Acknowledgement of the annual reports of the Board of Directors relating to the statutory and consolidated annual accounts of the Company as at 31 December 2023.

Since this is a mere acknowledgement, no proposed resolution is included with respect to this agenda item.

1.2. Acknowledgement of the reports of the Statutory Auditor of the Company concerning the statutory and consolidated annual accounts of the Company as at 31 December 2023.

Since this is a mere acknowledgement, no proposed resolution is included with respect to this agenda item.

1.3. Acknowledgment of the consolidated annual accounts of the Company as at 31 December 2023.

Since this is a mere acknowledgement, no proposed resolution is included with respect to this agenda item.

1.4. Approval of the statutory annual accounts of the Company closed on 31 December 2023 and allocation of the result.

Proposed resolution: The General Meeting approves the statutory financial statements of the Company as at 31 December 2023, including the allocation of the result. Consequently, a dividend of EUR 1.7680 gross or EUR 1,2376 net per share will be paid for 2023 (taking into account the dividend entitlement of (respectively coupons that are detached or will be detached from) the

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shares) represented by coupon n°23 (amounting to EUR 0,5522 gross), coupon n°24 (amounting to EUR 1,2158 gross).

1. Discharge to the directors of the Company.
   Proposed resolution: The General Meeting grants discharge to the directors of the Company for their mandate for the financial year ended on 31 December 2023.
2. Discharge to the Company's Statutory Auditor.
   Proposed resolution: The General Meeting grants discharge to the Company's Statutory Auditor for its mandate for the financial year ended on 31 December 2023.
3. Ratification of the remuneration of the Statutory Auditor of the Company related to financial year 2022 and 2023.
   Proposed resolution: The General Meeting ratifies the remuneration of the Statutory Auditor. This amounted to EUR 97,831 (including ESEF, excluding VAT, accrued expenses and the IBR contribution) for financial year 2022 and EUR 88,023 (including ESEF, excluding VAT, accrued expenses and the IBR contribution) for financial year 2023.
   Note to the shareholders: the adjustment of the remuneration was agreed between the Company and the Statutory Auditor and compensates for the additional work of the Statutory Auditor as a result of the expansion of the consolidation scope due to the Basecamp transaction in 2022.
4. Reappointment of the Statutory Auditor of the Company.
   Proposed resolution:The General Meeting appoints PwC Bedrijfsrevisoren BV, with registered office at 1831 Diegem, Culliganlaan 5, as Statutory Auditor for a term of three years. In accordance with Article 3:60 of the Belgian Companies and Associations Code, the aforementioned company appoints Jeroen Bockaert BV (B00972), company auditor, to carry out the mandate, with permanent representative Jeroen Bockaert, also company auditor. The mandate expires after the general meeting approving the annual accounts as at December 31, 2026. The remuneration for this mandate amounts to EUR 96,200 per year (excluding VAT, accrued expenses, the IBR contribution and including ESEF, EMIR, consolidation and lump sum allowance for technology and compliance costs) subject to annual adjustments in function of the evolution of the consumer price index or as agreed between the parties.
   Note to the shareholders:The third three-year mandate of PwC Bedrijfsrevisoren BV ("PwC") expires at the Annual General Meeting on May 16, 2024.
   Therefore, in accordance with the requirements of Article 3:61, §3 of the Belgian Companies and Associations Code and Articles 16 and 17 of EU Regulation No. 537/2014, the Company organized a public tender procedure for the appointment of its statutory auditor.
   Upon completion of the public tender procedure, the Audit and Risk Committee ("ARC") of the Company deliberated on this procedure, evaluated the proposals received from participating audit firms in accordance with the selection criteria predefined in the tender documents published on the Company's website, and submitted a formal recommendation to the Board of Directors.
   In accordance with applicable law, the ARC formally recommended two audit firms (including PwC) to the Board of Directors, with a preference for PwC that was reasoned based on the above selection criteria. PwC emerged as the best candidate based on an overall assessment of the selection criteria. In its formal recommendation to the Board of Directors, the ARC also stated that

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its recommendation was free from third-party influence and that the Company is not bound by any contractual clause that restricts the Company's shareholders' meeting to select the auditor to certain categories or lists of auditors or audit firms.

Based on the Board's review of the procedure and outcome of the public tender process and the ARC's formal recommendation, and after thorough and careful consideration, the Board of Directors unanimously decided to propose to the Company's shareholders' meeting to reappoint PwC as auditor in accordance with the terms set forth in the proposed resolution.

2. Approval pursuant to Article 7:151 of the Belgian Companies and Associations Code

In connection with the financing of its operations, the Company has entered into the following (re)financing agreements:

(i) a credit agreement (Revolving Loan Facility Agreement) dated 20 July 2023 for an amount of EUR 50.000.000 between the Company as borrower and ABN AMRO Bank NV as lender, (ii) a credit agreement (Committed Term Loan Facility Agreement) dated 1 March 2024 for an amount of EUR 35.000.000 between the Company as borrower and ING Belgium NV as lender, (iii) a credit agreement (Mortgage Credit Facility Agreement) dated 26 February 2024 for an amount of DKK 200.000.000 between BC Skovbrynet Residential ApS as borrower, the Company as guarantor, Basecamp Student Operations ApS as parent company (parent) and Nykredit Realkredit A/S as lender, and (iv) a credit agreement (Facility Agreement) dated 31 January 2024 for an amount of EUR 20.000.000 between UHUB Investments Lumiar S.A. as borrower, the Company as guarantor and Novo Banco S.A. as Lender (together the "Financing Agreements").

These Financing Agreements contain, inter alia, provisions granting rights to third parties (in particular the financing banks, in this case ABN AMRO Bank NV, ING Belgium NV, Nykredit Realkredit A/S and Novo Banco S.A.) that may have an impact on the assets of the Company or create a debt or an obligation for the Company (among others, cancellation of credit lines and/or immediate acceleration and repayment). The exercise of these rights is subject to a change of control (as defined in the respective Financing Agreements) over (or a public take-over bid on) the Company.

Proposed resolution: The General Meeting approves, with application of article 7:151 of the Belgian Companies and Associations Code, the fact that the Company is party to the Financing Agreements and that certain provisions of the Financing Agreements grant rights to third parties that affect the assets of the Company or create a debt or an obligation to be borne by the Company, the exercise of which is subject to a change of control (as defined in the respective Financing Agreements) over (or a public takeover bid for) the Company.

3. Merged companies

In the context of article 12:58 of the Belgian Companies and Associations Code, reference is made to the absorption by the Company of her subsidiaries by means of a merger through absorption with transfer of the assets and liabilities to the Company in financial year 2023 (and/or in the current financial year 2024). As a result of these mergers, the general meeting of the acquiring company

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(i.e. Xior) must approve the annual accounts of the acquired company and grant discharge to the management and supervisory body of the acquired company.

1. Acknowledgement of the annual reports by the management body of the merged companies absorbed by the Company, namely Invest Drève St. Pierre NV, City'zen BV, Xior Namen BV, Xior Octopus NV and Xior Ruhl NV (the "Merged Companies") for the period from the date of the year-end closing of the last financial year for which the accounts have been approved until the respective data on which the Merged Companies are merged with the Company.
   Since this is a mere acknowledgement, no proposed resolution is included with respect to this agenda item.
2. Acknowledgement of the reports of the statutory auditor of the Merged Companies concerning the annual accounts of the Merged Companies as at 28 February 2023 (Invest Drève St. Pierre), as at 31 August 2023 (City'zen) and as at 31 January 2024 (Xior Namen,
   Xior Octopus and Xior Ruhl).
   Since this is a mere acknowledgement, no proposed resolution is included with respect to this agenda item.
3. Approval of the annual accounts of the Merged Companies, including the allocation of the result.
   Proposed resolution: The General Meeting approves the annual accounts of the Merged Companies, including the allocation of the result.
4. Discharge of the members of the management bodies and (if applicable) the statutory auditor of the Merged Companies.
   Proposed resolution: The General Meeting grants discharge to the members of the management body and the statutory auditor of the Merged Companies for their mandate for the period from the date of the year-end closing of the last financial year for which the accounts have been approved until the respective date on which the Merged Companies have been merged with the Company.

Information for shareholders

Please note that all dates and hours listed below are final deadlines and will not be extended due to weekends, public holidays or any other reason.

Amendment of the agenda: Shareholders who alone or jointly hold at least 3% of the capital of the Company shall be entitled to have items placed on the agenda of the ordinary General Meeting and to submit proposals for resolutions (relating to items included or to be included on the agenda).

The requests to that effect must reach the Company by 24 April 2024 at the latest by ordinary mail (Frankrijklei 64-68, 2000 Antwerp, FAO Investor Relations) or by e-mail ([e-mail]) (Article 7:130 of the Belgian Companies and Associations Code). The Company shall acknowledge receipt of the requests by e-mail or by letter within a period of 48 hours from receipt. More detailed information on the rights

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pursuant to Article 7:130 of the Belgian Companies and Associations Code is made available to shareholders on the website of the Company (https://corporate.xior.be/en/investors/general-meeting).

If the Company receives any requests to supplement the agenda and/or proposed resolutions, it shall

1. add such proposed resolutions to its website as soon as possible after receiving them, and (ii) publish amended agenda and amended proxy forms on its website, no later than 1 May 2024.

Formalities for admission and exercise of voting rights: In order to be represented and exercise voting rights at the ordinary General Meeting, shareholders must comply with the provisions of Articles 26 and 27 of the Company's articles of association. In order to be admitted to the meeting, shareholders must prove that they are the actual owner of the shares concerned.

Registration: Only persons who are shareholders of the Company on the Record Date (as defined below) may participate in the ordinary General Meeting and exercise the voting rights therein, on the basis of the accounting registration of the shares in the name of the shareholder on the Record Date, either by their registration in the share register or by their registration in the accounts of a recognized account holder or a settlement institution, regardless of the number of shares held by the shareholder on the date of the meeting. 2 May 2024 (24:00 hours Belgian time) shall be the record date (the "Record Date").

Confirmation of participation: Shareholders who wish to participate in the ordinary General Meeting

must, before or at the latest on 10 May 2024, notify their intention to do so: electronically to ABN AMRO Bank N.V. via www.abnamro.com/shareholder (in case of dematerialised shares whether or not through a financial intermediary at the instruction of the shareholder); via e-mail to the Company, [e-mail]; or by mail to the Company, Frankrijklei 64-68, 2000 Antwerp - FAO Investor Relations). Holders of dematerialised shares must enclose with the notification a certificate issued by a recognised account holder or a settlement institution certifying the number of dematerialised shares registered in the shareholder's name in its accounts on the Record Date with which the shareholder has indicated its intention to participate in the ordinary General Meeting. In the event of electronic notification to ABN AMRO Bank N.V., the authorized account holder or the settlement institution shall provide such certificate electronically via the following website: www.abnamro.com/intermediary.

Proxy: Each shareholder may be represented at the ordinary General Meeting by Mr. Christian Teunissen, managing director of the Company or by another person (who is not necessarily a shareholder), by means of a power of attorney with specific voting instructions.

A power of attorney can be issued in two ways:

• By using ABN AMRO's platform(www.abnamro.com/evoting): if a shareholder has registered via this platform, the shareholder can give a proxy with voting instructions via an electronic form
  - this proxy can only be granted to Mr. Christian Teunissen;
• By using a written power of attorney, for which a form is available at the registered office of the

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(https://corporate.xior.be/en/investors/general-meeting) - this proxy may be given to Mr. Christian Teunissen as well as to any other person.

The proxy must arrive at the Company's registered office via the abovementioned ABN AMRO platform, by ordinary mail (Frankrijklei 64-68, 2000 Antwerp - FAO Investor Relations) or by e-mail ([e-mail]) no later than 10 May 2024. The shareholders are requested to follow the instructions set out in the proxy form in order to be validly represented. In addition, shareholders wishing to be represented will have to comply with the registration and confirmation procedure mentioned above.

Written questions: Shareholders may exercise their right to ask questions. Written questions to the directors or the statutory auditor should be submitted by ordinary mail or by e-mail to the registered office of the Company (Frankrijklei 64-68, 2000 Antwerp - FAO Investor Relations; [e-mail]) at the latest on 10 May 2024. More detailed information on the rights pursuant to Article 7:139 of the Belgian Companies and Associations Code is made available on the Company's website (https://corporate.xior.be/en/investors/general-meeting). Only written questions submitted by shareholders who have complied with the formalities to be admitted to the meeting and have thus proven their capacity as shareholders on the Record Date will be answered at the meeting.

Provision of documents: Each shareholder may, upon presentation of his certificate (in case of dematerialised shares), as soon as the convocation for the ordinary General Meeting has been published, obtain at the Company's registered office (Frankrijklei 64-68, 2000 Antwerpen), free of charge, a copy of the documents that will be submitted to the meeting, the agenda of the meeting, which also contains a proposal for resolution or a commentary by the Board of Directors, and the form that can be used for voting by proxy. These documents, as well as the information that must be made available in accordance with Article 7:129 of the Belgian Companies and Associations Code, can be consulted on the Company's website (http://www.xior.be/nl/investor/investor-relations).

Practical information: Shareholders who wish to obtain further information on the modalities of participation in the ordinary general meeting may contact the Company (T [phone]; E [e-mail]).

The Board of Directors

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