Aedifica SA

Proxy Solicitation & Information Statement • Apr 5, 2023

VOTE BY CORRESPONDENCE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF 9 MAY 2023

(A copy of) this duly completed, dated and signed form must be received by the Company on 3 May 2023 at the latest:

• by ordinary letter (to Belliardstraat / rue Belliard 40 box 11, 1040 Brussels), or
• by e-mail (to shareholders@aedifica.eu).

Voting forms received late or failing to comply with the required formalities will be rejected.

The undersigned,

Legal entity:

Corporate name and legal form:
Seat:
Company number:
Validly represented by (name and function)1 :	1.
	2.

Natural person:

Name and first name:
Address:

Owner of __________________ registered shares (in full property / in usufruct / in bare property) ² and __________________ dematerialised shares (in full property / in usufruct / in bare property)³ of the limited liability company "AEDIFICA", a public regulated real estate company under Belgian law, with office at 1040 Brussels, Belliardstraat / rue Belliard 40 box 11, RLE Brussels 0877.248.501, (hereafter, "Aedifica" or the "Company") votes

² Delete as appropriate.

³ Delete as appropriate.

¹ In case of signature on behalf of a legal entity, please specify name, first name and title of natural person(s) and provide supporting documentation confirming representation powers. In the absence thereof, the undersigned declares and certifies to Aedifica NV/SA to have the necessary power of attorney to sign this form on behalf of the shareholder.

as follows, by correspondence, regarding the following proposed resolutions at the Ordinary General Meeting of shareholders of the Company to be held at hotel Hilton Brussels Grand Place, Europakruispunt 3 / Carrefour de l'Europe 3, 1000 Brussels, on 9 May 2023 at 15:00 hours (CEST) (see agenda as published in the Belgian State Gazette, De Tijd and L'Echo and on the website https://aedifica.eu/investors/shareholderinformation/). (Please circle your choice):

1.	Acknowledgement of the annual report		NO VOTE REQUIRED
2.	Acknowledgement of the report of the	NO VOTE REQUIRED
	Statutory Auditor
3.	Acknowledgement of the consolidated	NO VOTE REQUIRED
	annual accounts
4.	Acknowledgement and approval of the	YES	NO	ABSTAIN
	statutory annual accounts closed per
	31 December 2022 and allocation of
	financial results
	Approval distribution of a gross dividend	YES	NO	ABSTAIN
	of €3,70 per share (divided as follows between coupon no. 30: €1.8145 and
	coupon no 31: €1.8855).
5.	Approval of the remuneration report.	YES	NO	ABSTAIN
6.	Discharge to Mr. Serge Wibaut	YES	NO	ABSTAIN
	Discharge to Mr. Stefaan Gielens	YES	NO	ABSTAIN
	Discharge to Ms. Ingrid Daerden	YES	NO	ABSTAIN
	Discharge to Mr. Sven Bogaerts	YES	NO	ABSTAIN
	Discharge to Ms. Katrien Kesteloot	YES	NO	ABSTAIN
	Discharge to Ms. Elisabeth May-Roberti	YES	NO	ABSTAIN
	Discharge to Mr. Luc Plasman	YES	NO	ABSTAIN
	Discharge to Ms. Marleen Willekens	YES	YES	ABSTAIN
	Discharge to Mr. Charles-Antoine van	YES	NO	ABSTAIN
	Aelst
	Discharge to Mr. Pertti Huuskonen	YES	NO	ABSTAIN
	Discharge to Ms. Henrike Waldburg	YES	NO	ABSTAIN
	Discharge to Mr. Raoul Thomassen	YES	NO	ABSTAIN
7.	Discharge to EY Bedrijfsrevisoren	YES	NO	ABSTAIN
	BV/SRL, represented by Mr. Joeri
	Klaykens
8.	Renewal of Director mandates
8.1	Proposal to renew the mandate as
	Director of the following persons:
	− Ms Marleen Willekens, as non	YES	NO	ABSTAIN
	executive independent Director,
	until the end of the Ordinary
	General Meeting to be held in
	2026;
	− Mr Pertti Huuskonen, as non	YES	NO	ABSTAIN
	executive independent Director,
	until the end of the Ordinary
	General Meeting to be held in
	2026;
	− Mr Luc Plasman, as non	YES	NO	ABSTAIN
	executive independent Director,
	until the end of the Ordinary General Meeting to be held in
	2026;

− Mr Sven Bogaerts, as executive Director, until the end of the Ordinary General Meeting to be held in 2026;	YES	NO	ABSTAIN
− Ms Ingrid Daerden, as executive Director, until the end of the Ordinary General Meeting to be held in 2026;	YES	NO	ABSTAIN
− Mr Charles -Antoine van Aelst, as executive Director, until the end of the Ordinary General Meeting to be held in 2026	YES	NO	ABSTAIN
8.2 Proposal to remunerate the mandate of Mr Pertti Huuskonen, Mr Luc Plasman and Ms Marleen Willekens in accordance with the remuneration policy. The mandate of Mr Sven Bogaerts, Ms Ingrid Daerden and Mr Charles -Antoine van Aelst as executive Directors will not be separately remunerated.	YES	NO	ABSTAIN
Approval of change of control clauses in 9. the following credit agreements and debt
instruments binding the Company: − Credit agreement between the Company and Belfius Bank NV/SA dated 31 March 2022 for a credit amount of €30 million;	YES	NO	ABSTAIN
− Credit agreements between the Company and KBC Belgium NV/SA dated 7 April 2022 for a credit amount of (i) €40 million and (ii) €35 million;	YES	NO	ABSTAIN
− Credit agreement between the Company and Intesa Sanpaolo S.p.A., Amsterdam branch, dated 8 June 2022 for a credit amount of €100 million;	YES	NO	ABSTAIN
− Credit agreement between the Company and ING Belgium NV/SA dated 14 June 2022 for a credit amount of £60 million;	YES	NO	ABSTAIN
− Credit agreement between the Company and Bank Of China (EUROPE) S.A. dated 1 July 2022 for a credit amount of £50 million;	YES	NO	ABSTAIN
− Credit agreements between the Company and BNP Paribas Fortis NV/SA dated 6 July 2022 for a credit amount of (i) €30 million and (ii) £50 million;	YES	NO	ABSTAIN

1=	5

− Credit agreement between the Company and ABN Amro Bank N.V. dated 28 July 2022 for a credit amount of €50 million;	YES	NO	ABSTAIN
− Credit agreements between the Company and ING Belgium NV/SA dated 22 November 2022 for a credit amount of (i) €37.5 million and (ii) €12.5 million;	YES	NO	ABSTAIN
− The Company's guarantees towards the European Investment Bank, in favour of Hoivatilat Oyj (a wholly owned subsidiary of the Company) for the fulfilment of the latter's payment obligations under the credit agreements it entered into with the European Investment Bank on 21 May 2018 and 20 June 2019 and subsequently and most recently amended on 28 February 2023, for a credit amount of (i) €20 million and (ii) €30 million;	YES	NO	ABSTAIN
− Credit agreement between the Company and KBC Belgium N.V. dated 30 January 2023 for a credit amount of €40 million.	YES	NO	ABSTAIN
10. Miscellaneous	NO VOTE REQUIRED

* * *

Shareholders who vote by duly returning this voting form can no longer vote in person or by proxy at the Ordinary General Meeting for the number of shares mentioned above.

If the Ordinary General Meeting is unable to validly deliberate or if it is adjourned for any reason whatsoever, this form for vote by correspondence remains valid for each subsequent meeting with the same agenda. However, this only applies in so far as the undersigned has complied in due time with the required participation and voting formalities for subsequent meetings.

In case new items or proposals for resolution are put on the agenda pursuant to Article 7:130 of the Belgian Code of companies and associations (see convocation notice for more information), the Company will make an updated form for vote by correspondence available on its website at the latest on 24 April 2023. In such case, the Company strongly recommends using the updated form for vote by correspondence. If a form for vote by correspondence was provided to the Company with respect to the initial agenda and no updated form for vote by correspondence has been received (in time) by the Company for the amended agenda, the forms for vote by correspondence which have been validly notified to the Company before the publication of the amended agenda, (i) will remain valid for the agenda items which were already included in the initial agenda, while it being understood that (ii) votes with respect to the items that were already included in the initial agenda but for which new proposed resolutions have been submitted will be disregarded.

Done at	, on	2023.
applicable)		……………………………………………………………………………… (name of legal entity and legal form,	if
________ (Signature)		________ (Signature)
Name and first name:……………………………………… Function:……………………………………………………		Name and first name:……………….………………………. Function:……………………………………………………

If signing on behalf of a legal entity, please indicate the first name, name and position of the natural person(s) and provide documentation showing their authority to represent the legal entity. Failing this, the undersigned declares to Aedifica NV that he/she has full power of attorney to sign this form on behalf of the shareholder.

Shareholders who wish to vote by correspondence have to comply with the procedure relating to registration and notification of participation as described in the convocation notice and attach the requested documents as annexes to this form.