Aedifica SA

Proxy Solicitation & Information Statement • Apr 17, 2020

PROXY EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF 20 MAY 2020

This duly completed, dated and signed proxy form must be received by the company on 14 May 2020 at the latest,

• by ordinary letter (to the seat of the company: Belliardstraat / Rue Belliard 40 (box 11), 1040 Brussels); or
• by e-mail (to: shareholders@aedifica.eu)

In case of communication by e-mail, the original proxy form signed on paper must be handed over to the company at the latest at the time of the general meeting.

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

Aedifica takes into account the exceptional measures regarding Covid-19. May we ask you to additionally mention your e-mail address and telephone number so that we can contact you – if necessary – with regard to the organisation of the general meeting.

E-mail address:
Telephone number:

***

The undersigned (the "Principal"),

Legal entity:

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

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.

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"), appoints hereby as special proxy holder with right of substitution:

Name and first name: _________________________________________________________ Address: __________________________________________________________

(Please note that in case you appoint a member of the board of directors/management committee of "AEDIFICA", or any employee or other person that is related to "AEDIFICA" as special proxy holder, that person will be deemed, on the basis of the law, to have a conflict of interest for the exercise of the voting right and shall therefore only be allowed to vote when having been provided with specific voting instructions for each agenda item.)

__________________________________________________________

Considering the exceptional measures regarding COVID-19, we recommend that if you wish to appoint a special proxy holder, you appoint a special proxy holder of the company. If applicable, please mention above "proxy holder of the company" as the name of the special proxy holder.

to whom the Principal grants all powers to represent the latter at the extraordinary general meeting of shareholders of "AEDIFICA", to be held at the office of the Company at 1040 Brussels, Belliardstraat / Rue Belliard 40 (box 11), on 20 May 2020 at 10:30 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.

In order to be admitted to the general meeting, the proxy holders need to provide proof of their identity, and the representatives or special proxy holders of legal entities must attach to the present proxy form the supporting documents establishing their power of representation, or submit such documents at the latest directly prior to the start of the meeting. In the absence thereof, the undersigned declares and certifies to Aedifica NV to have the necessary power of attorney to sign this form on behalf of the shareholder.

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.

² Delete as appropriate.

³ Delete as appropriate.

If no voting intention has been expressed, the proxy holder shall vote in favour of the resolution, or in case the proxy holder has deleted the foregoing phrase ("the proxy holder shall vote in favour of the resolution"), the proxy holder shall vote in the best interests of the shareholder, based on the deliberations. In case of a potential conflict of interest in the meaning of Article 7:143, §4 of the Code of companies and associations, the proxy holder shall only be allowed to vote when having been provided with specific voting instructions for each agenda item.

In case new items or proposals for resolution are put on the agenda pursuant to Article 7:130 of the Code of companies and associations (see convocation notice for more information), the Company will make available an updated proxy form on its website. In such case, the Company strongly recommends to use the updated proxy form. If a proxy was provided to the Company with respect to the initial agenda and no updated proxy form would be received (in time) by the Company for the amended agenda, the following rules will apply:

• the proxies which have been validly notified to the Company before the publication of the revised agenda, remain valid for the agenda items for which they were given.
• in case the revised agenda includes one or more new proposed resolutions for items that were initially mentioned on the agenda, the proxy holder can deviate from the instructions given by the Principal if the execution of such instructions would damage the latter's interests. In that case, the proxy holder must inform the Principal thereof.
• if the revised agenda includes one or more new items (that were not mentioned in the initial agenda), the Principal must indicate in the (initial) proxy form whether or not the proxy holder is authorized to vote on these new items or whether he/she should abstain (by ticking the appropriate box below):
• ☐ the Principal gives instruction to the proxy holder to refrain from voting on the new items and the attendant proposed resolutions that would be included in the agenda of the general meeting;
• ☐ the Principal authorizes the proxy holder to vote on the new items and attendant proposed resolutions that would be included in the agenda of the general meeting, as deemed appropriate, taking into account the Principal's interests.

If the Principal has not ticked either of these boxes or if the Principal has checked both boxes, the proxy holder must abstain from voting on the new agenda items and the attendant proposed resolutions that would be included in the agenda of the general meeting.

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, L'Echo and De Tijd and on the website https://www.aedifica.be/en/general-meetings-2020). (Please circle your choice)

Attention:

The vote under agenda item 2 (b) will only be taken if the preceding agenda item 2 (a) is not accepted. If you instruct the proxy holder to accept the proposal under agenda item 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 2 (b) that follows.

If you instruct the proxy holder only for agenda item 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 2 (b), you will be deemed to have also given voting instructions to accept this proposal for agenda item 2 (b).

_________________

Proposal to replace the existing authorisation YES NO ABSTAIN to acquire, accept as pledge and alienate own shares with a new authorisation to the board of directors for a new period of 5 years, and to amend accordingly article 6.2 of the Articles of Association. 2. RENEWAL OF THE AUTHORISED CAPITAL 2.1. Acknowledgement of the special report of the NO VOTE REQUIRED board of the directors established pursuant to Article 7:199 of the Code of companies and associations. 2.2. Renewal of the authorised capital: (a) Proposal to authorise the board of directors to YES NO ABSTAIN 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 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, 4) 10% of the amount of the capital 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 approves the authorisation and to amend article 6.4. of the Articles of Association accordingly.	1. RENEWAL OF AUTHORISATION TO ACQUIRE, ACCEPT AS PLEDGE AND ALIENATE OWN SHARES
(b) Proposal to authorise the board of directors to YES NO ABSTAIN
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
approves the authorisation and to amend article 6.4. of the Articles of
Association accordingly.
3. AMENDMENT OF THE FINANCIAL YEAR AND REMUNERATION OF THE STATUTORY AUDITOR
3.1. Proposal to extend the current financial year	YES	NO	ABSTAIN
1st that started on July 2019 until
31 December 2020 and to begin each subsequent financial year on 1st January of
each year and end on 31 December of each
year, and consequently amend the Articles of
Association accordingly.
3.2. Proposal, if proposal 3.1 is approved, to set	YES	NO	ABSTAIN
the additional one-off fee payable to the statutory auditor, Ernst & Young
Bedrijfsrevisoren/Réviseurs d'Entreprises
CVBA/SCRL, represented by Mr Joeri
Klaykens, with offices located at De
Kleetlaan 2, 1831 Diegem, as a result of the
extension of the financial year at
EUR 17,500, excluding VAT and expenses. 4. INTRODUCTION OF A TRANSPARENCY	TRESHOLD	PROVIDED BY THE	ARTICLES OF
ASSOCIATION OF 3%
Proposal to introduce a transparency threshold	YES	NO	ABSTAIN
provided by the Articles of Association of 3% and
to amend the Articles of Association accordingly
in accordance with the resolution passed.
5. AMENDMENT TO THE ARTICLES OF ASSOCIATION FURTHER TO THE IMPLEMENTATION OF THE CODE OF COMPANIES AND ASSOCIATIONS, AS WELL AS TO TAKE INTO ACCOUNT THE OTHER
DECISIONS TAKEN
Proposal, in order to align with the aforementioned	YES	NO	ABSTAIN
proposals and the provisions of the Code of
companies and associations, to replace the
current text of the Articles of Association with a
new text. This new text, as well as an explanatory note on the proposed amendments and the
current version of the Articles of Association
indicating the amendments, are available on the
company's website.
6. APPOINTMENT OF DIRECTORS
6.1. Appointment of:	YES	NO	ABSTAIN
- Mr Pertti Huuskonen, as non-executive independent director as defined in Article 7:87
of the Code of companies and associations

- Mr Sven Bogaerts, as executive director	YES	NO	ABSTAIN
- Ms Ingrid Daerden, as executive director	YES	NO	ABSTAIN
- Ms Laurence Gacoin, as executive director	YES	NO	ABSTAIN
- Mr Charles-Antoine Van Aelst, as executive	YES	NO	ABSTAIN
director
Remuneration of Mr Pertti Huuskonen in the same	YES	NO	ABSTAIN
way as the other non-executive directors. The
mandates of the executive directors will not be
remunerated.
6.2. Renewal of the mandate of:	YES	NO	ABSTAIN
- Ms Marleen Willekens, as non-executive
independent director as defined in Article 7:87
of the Code of companies and associations
- Mr Luc Plasman, as non-executive	YES	NO	ABSTAIN
independent director as defined in Article 7:87
of the Code of companies and associations
Remuneration of Ms Marleen Willekens in the	YES	NO	ABSTAIN
same way as the other non-executive directors.
Remuneration of Mr Luc Plasman in the same	YES	NO	ABSTAIN
way as the other non-executive directors.
7. APPROVAL OF THE CHANGE OF CONTROL CLAUSES IN THE CREDIT AGREEMENTS BINDING TE
COMPANY
Approval of change of control clauses in the credit	YES	NO	ABSTAIN
agreement with BNP Paribas Fortis NV/SA of
31 October 2019.
Approval of change of control clauses in the credit	YES	NO	ABSTAIN
agreement with BNP Paribas Fortis NV/SA, JP
Morgan Securities PLC en ING Belgium NV/SA of
31 October 2019.
Approval of change of control clauses in the credit	YES	NO	ABSTAIN
agreement with KBC Bank NV/SA of
12 November 2019.
Approval of change of control clauses in the credit	YES	NO	ABSTAIN
agreement with BNP Paribas Niederlassung
Deutschland of 12 November 2019.
Approval of change of control clauses in the credit	YES	NO	ABSTAIN
agreement with Société Générale of
13 March 2020.
8. APPROVAL OF THE ANNUAL ACCOUNTS OF RESIDENCE DE LA PAIX NV/SA, VERLIEN BVBA/SPRL
AND BUITENHEIDE BVBA/SPRL, EACH ABSORBED BY A TRANSACTION ASSIMILATED TO A
MERGER BY THE COMPANY ON 19 DECEMBER 2019, WITH EFFECT FROM 1ST JULY 2019, FOR THE
PERIOD FROM 1ST JANUARY 2019 UNTIL 30 JUNE 2019 (INCLUDING)
Approval annual accounts of Résidence de la	YES	NO	ABSTAIN
Paix from 1st January 2019 until 30 June 2019
(including).
Approval annual accounts of Verlien from	YES	NO	ABSTAIN
1st January 2019 until 30 June 2019 (including).
Approval annual accounts of Buitenheide from	YES	NO	ABSTAIN
1st January 2019 until 30 June 2019 (including).
9. DISCHARGE OF THE DIRECTORS OF RESIDENCE DE LA PAIX NV/SA, VERLIEN BVBA/SPRL AND
BUITENHEIDE BVBA/SPRL
Discharge of the directors Résidence de la Paix for	YES	NO	ABSTAIN
the period from 1st January 2019 until

30 June 2019 (including), and, insofar as required,
from 1st July 2019 until 19 December 2019):
- Aedifica NV/SA
- Mr Stefaan Gielens	YES	NO	ABSTAIN
- Ms Laurence Gacoin	YES	NO	ABSTAIN
- Mr Charles-Antoine Van Aelst	YES	NO	ABSTAIN
- Mr Sven Bogaerts	YES	NO	ABSTAIN
- Ms Ingrid Daerden	YES	NO	ABSTAIN
Discharge of the managers Verlien for the period	YES	NO	ABSTAIN
1st from January 2019 until 30 June 2019
(including), and, insofar as required, from
1st July 2019 until 19 December 2019):
- Aedifica NV/SA
- Mr Stefaan Gielens	YES	NO	ABSTAIN
- Ms Laurence Gacoin	YES	NO	ABSTAIN
- Mr Charles-Antoine Van Aelst	YES	NO	ABSTAIN
- Mr Sven Bogaerts	YES	NO	ABSTAIN
- Ms Ingrid Daerden	YES	NO	ABSTAIN
Discharge of the managers Buitenheide for the	YES	NO	ABSTAIN
period from 1st January 2019 until 30 June 2019
(including), and, insofar as required, from
1st July 2019 until 19 December 2019):
- Aedifica NV/SA
- Mr Stefaan Gielens	YES	NO	ABSTAIN
- Ms Laurence Gacoin	YES	NO	ABSTAIN
- Mr Charles-Antoine Van Aelst	YES	NO	ABSTAIN
- Mr Sven Bogaerts	YES	NO	ABSTAIN
- Ms Ingrid Daerden	YES	NO	ABSTAIN
10.DISCHARGE OF THE STATUTORY AUDITOR OF RESIDENCE DE LA PAIX NV/SA, VERLIEN BVBA/SPRL AND BUITENHEIDE BVBA/SPRL
Discharge of Ernst & Young Bedrijfsrevisoren	YES	NO	ABSTAIN
/Réviseurs d'Entreprises CVBA/SCRL
represented by Mr Joeri Klaykens (statutory
auditor Résidence de la Paix from
1st January 2019 until 30 June 2019 (including),
and, insofar as required, from 1st July 2019 until
19 December 2019)
Discharge of Ernst & Young Bedrijfsrevisoren	YES	NO	ABSTAIN
/Réviseurs d'Entreprises CVBA/SCRL
represented by Mr Joeri Klaykens (statutory
1st January 2019 auditor Verlien from until
30 June 2019 (including), and, insofar as
required, from 1st July 2019 until 19 December
2019)
Discharge of Ernst & Young Bedrijfsrevisoren	YES	NO	ABSTAIN
/Réviseurs d'Entreprises CVBA/SCRL
represented by Mr Joeri Klaykens (statutory
auditor Buitenheide from 1st January 2019 until
30 June 2019 (including), and, insofar as
required, from 1st July 2019 until 19 December 2019)

11.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 2020.

For the Principal,

___________________

Signed4

Name

___________________ Name

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