Aedifica SA

Proxy Solicitation & Information Statement • Apr 20, 2021

PROXY EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF 11 MAI 2021

(A copy of) this duly completed, dated and signed proxy form must be received by the Company on 5 May 2021 at the latest:

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

In addition, shareholders may also use an electronic proxy by using the ABN AMRO platform (www.abnamro.com/evoting) where the shareholder can issue a proxy with voting instructions to the Company. The electronic proxy has to be received by ABN AMRO Bank N.V./S.A. on 5 May 2021 at the latest.

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

The validly completed and signed proxy form submitted for the Extraordinary General Meeting of 20 April 2021 remains valid for the Extraordinary General Meeting of 11 May 2021 provided that the required formalities with respect to the registration and notification of participation in the Extraordinary General Meeting of 11 May 2021 are fulfilled in time.

The undersigned (the "Principal"),

Legal entity:
Corporate name and legal form:
Seat:
Company number:
Validly represented by1:	1.
	2.

Natural person:

Name and first name:
Address:

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.

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"), appoints hereby the secretary of the Company as special proxy holder with right of substitution

to whom the Principal grants all powers to represent the latter at the Extraordinary General Meeting of shareholders of "AEDIFICA", which shall be held in 1040 Brussels, Belliardstraat / rue Belliard 40 (box 11), on 11 May 2021 following the Ordinary General Meeting starting at 15:00 CET, before Notary public Ms Catherine GILLARDIN, geassocieerde Notaris / Notaire associé in Brussels, and to vote on the Principal's behalf in accordance with the voting intentions indicated below.

As mentioned in the convocation notice, given the current Covid-19 situation it is not possible to issue a proxy to another person than the secretary of the Company.

The proxy holder is expressly permitted to:

• attend the Extraordinary General Meeting;
• to constitute and compose the bureau of the General Meeting;
• to participate in the deliberations and to vote on each proposal on the agenda;
• to that end, to sign all items, minutes, attendance lists and other documents, to subdelegate powers and in general to take all useful or necessary steps.

Since you designate the secretary of the Company or any other person designated by the Company in case of an impediment to act as special proxy holder, there is a conflict of interest in the meaning of Article 7:143, §4 of the Belgian Code of companies and associations ("BCCA"). Consequently, the proxy holder shall only be allowed to vote on the condition that he has been provided with specific voting instructions for each agenda item. Please circle your specific voting instruction for each agenda item.

This proxy is also valid for any other General Meeting that might be convened with the same agenda. However, this only applies in so far as the Principal has complied in due time with the required participation and voting formalities for subsequent meetings.

The proxy holder shall exercise the voting right of the Principal as follows (see agenda as published in the Belgian State Gazette, De Tijd and L'Echo and on the website https://aedifica.eu/investors/shareholder-information/). (Please circle your choice):

_________________

Attention:

The vote under agenda item 1.2 (b) will only be taken if the preceding agenda item 1.2 (a) is not accepted. If you instruct the proxy holder to accept the proposal under agenda item 1.2 (a) at the General Meeting of the Company, it is recommended that you also give voting instruction to accept the proposal under this agenda item for the agenda item 1.2 (b) that follows.

If you instruct the proxy holder only for agenda item 1.2 (a) to accept the proposal under this agenda item at the General Meeting of the Company and do not give any voting instructions for the other agenda item 1.2 (b), you will be deemed to have also given voting instructions to accept this proposal for agenda item 1.2 (b).

1. RENEWAL OF THE AUTHORISED CAPITAL
1.1. Acknowledgement of the special report of the Board of Directors established pursuant to Article 7:199 of the BCCA.	NO VOTE REQUIRED

² Delete as appropriate.

³ Delete as appropriate.

1.2. Renewal of the authorised capital:
(a) Proposal to authorise the Board of Directors to increase the capital by a maximum amount of: 1) 50% of the amount of the capital for capital increases by contribution in cash whereby the possibility is provided for the exercise of the preferential subscription right or the priority allocation right by the shareholders of the Company , 2) 50% of the amount of the capital for capital increases in the framework of the distribution of an optional dividend , 10% of the amount of the capital 3) for capital increases by contribution in cash without the possibility for the shareholders of the Company to exercise the preferential right or priority allocation right within the limits set out by the law, 10% of the amount of the capital 4) for a. capital increases by contribution in kind, or b. any other kind of capital increase provided that the capital within the context of the authorised capital can never be increased by an amount higher than the capital on the date of the Extraordinary General Meeting that has approved the authorisation (in other words, the sum of the capital increases in application of the proposed authorisations cannot exceed the amount of the capital on the date of the Extraordinary General Meeting that has approved the authorisation) and to amend article 6.4. of the Articles of Association accordingly	YES	NO	ABSTAIN
(b) Proposal to authorise the Board of Directors to increase the capital by a maximum amount of : 1) 50% of the amount of the capital for capital increases by contribution in cash whereby the possibility is provided for the exercise of the preferential subscription right or the priority allocation right by the shareholders of the Company , 2) 50% of the amount of the capital for capital increases in the framework of the distribution of an optional dividend , 3) 10% of the amount of the capital for a. capital increases by contribution in kind , b. capital increases by contribution in cash without the possibility for the shareholders of the Company to exercise the preferential right or priority allocation right , or c. any other kind of capital increase provided that the capital within the context of the authorised capital can never be increased by an amount higher than the capital on the date of the Extraordinary General Meeting that has approved the authorisation (in other words,	YES	NO	ABSTAIN

the sum of the capital increases in application of the proposed authorisations cannot exceed the amount of the capital on the date of the Extraordinary General Meeting that has approved the authorisation) and to amend article 6.4. of the Articles of Association accordingly.
2. SPECIAL POWERS – COORDINATION OF ARTICLES OF ASSOCIATION
Proposal to confer all the necessary powers to the	YES	NO	ABSTAIN
acting notary public in view of the filing and
publication of the deed as well as the coordination
of the Articles of Association in accordance with
the adopted resolutions.

Done at , on 2021.

For the Principal,

Signed4

___________________ Name

___________________ Name

⁴ Signature to be preceded by the handwritten text "good for proxy".