Care Property Invest NV/SA

Proxy Solicitation & Information Statement • Apr 28, 2023

Proxy AGM-

Proxy Annual General Meeting

CARE PROPERTY INVEST

Public limited liability company (société anonyme/naamloze vennootschap), Public Regulated Real Estate Company (Société Immobilière Réglementée (SIR) / Gereglementeerde Vastgoedvennootschap (GVV)) under Belgian Law Registered Office: 3 Horstebaan, 2900 Schoten Companies Registration No. 0456.378.070 (LPR Antwerp) (the "Company")

PROXY

TO REPRESENT A SHAREHOLDER AT THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF 31 MAY 2023 ("AGM") that shall be held at the registered office at Horstebaan 3, 2900 Schoten

The undersigned1 :

_____________ [name],
Residing at _______________
_____________ [address]
[OR] _____________ [name],
______________ [legal form],
with registered office at __________
____________ ___________ [place],
registered in the register of legal entities with no. ______[enterprise number],
validly represented by
__________ [name and capacity]
and ______________ [name and capacity]

Owner of _______________________ [number] shares of the public limited liability company Care Property Invest, public regulated real estate company under Belgian law, with registered office at 2900 Schoten, Horstebaan 3,

¹ If the signature is done on behalf of a legal entity, please state the first and last name and position of the natural person and provide documentation showing the power of representation.

registered in the register of legal entities of Antwerp with no. 0456.378.070.

Hereby grants a special proxy to2 :

_____________ [name],
Residing at _______________
_____________ [address]
[OR]
_____________ [name],
______________ [legal form],
with registered office at __________
_____________ [place],
registered in the register of legal entities under no. ______ [enterprise number],
validly represented by
________________ [name and capacity]
and _____________ [name and capacity]

To represent him/her at the annual general meeting that will be held at the registered office of the Company on 31 May 2023 at 11 a.m.

This annual general meeting has the following agenda:

• 1. Acknowledgement of the annual report of the Board of Directors regarding the statutory and consolidated financial statements of the Company for the financial year 2022, closed on 31 December 2022. Since this concerns a pure acknowledgement, no resolution needs to be made by the general meeting. Consequently, no proposed resolution is included in this convocation concerning this agenda item.
• 1. Acknowledgement of the report of the company auditor regarding the statutory and consolidated financial statements of the Company for the financial year 2022, closed on 31 December 2022. Since this concerns a pure acknowledgement, no resolution needs to be made by the general meeting. Consequently, no proposed resolution is included in this convocation concerning this agenda item.
• 1. Approval of the statutory financial statements closed on 31 December 2022 and the appropriation of the result regarding the financial year 2022. Proposal of resolution: "The general meeting approves the statutory financial statements of the financial year 2022 closed on 31 December 2022, including the appropriation of the result."

² Proxies returned to the Company without indicating a proxy holder shall be considered as being addressed to the Chairman of the meeting. In order to be valid, proxies must contain specific voting instructions for each topic included in the agenda. In the absence if specific voting instructions, the proxy holder will be considered having a conflict of interest and will not take part in the vote.

4. Appointments

Proposal of resolution: "On the recommendation of the board of directors, and with the approval of the FSMA, the general meeting reappoints with immediate effect the mandate of Mr. Paul Van Gorp, Rudolf Esserstraat 20/b403, 9120 Beveren, as non-executive director. The aforementioned appointment is made for a term of one year, until the end of the ordinary general meeting of 2024. The remuneration is set at a fixed lump sum of ten thousand euros (EUR 10,000.00) per year and is supplemented by a right to attendance fees in accordance with the remuneration policy."

1. Explanation by the nomination and remuneration committee of the remuneration report, included in the corporate governance statement, which forms a specific part of the management report, as included in the annual financial report 2022, and its approval with an advisory vote in accordance with Article 7:149, last paragraph, of the BCCA.

Proposal of resolution: "The general meeting approves the remuneration report, as contained in the corporate governance statement, which is a specific part of the management report, as contained in the annual financial report 2022, by advisory vote."

• 1. Discharge to the directors of the Company for the exercise of their mandate. Proposal of resolution: "The general meeting discharges all directors, namely Messrs. Mark Suykens, Willy Pintens, Dirk Van den Broeck, Peter Van Heukelom, Paul Van Gorp, Michel Van Geyte and Filip Van Zeebroeck and Ms Carol Riské, Ms Brigitte Grouwels, Ms Ingrid Ceusters and Ms Valérie Jonkers for the performance of their duties during the financial year ended 31 December 2022."
• 1. Discharge to the auditor of the Company for the exercise of his mandate. Proposal of resolution: "The general meeting discharges the auditor ("EY" represented by Mrs Christel Weymeersch) for the performance of his dutie during the financial year ended 31 December 2022."
• 1. Approval of the financial statements of Apollo Lier nv, merged with Care Property Invest on November 29, 2022, for the period from January 1, 2022, to November 29, 2022. Proposal of resolution: "The general meeting approves the financial statements of Apollo Lier nv for the period from January 1, 2022, to November 29, 2022."
• 1. Discharge of the directors of Apollo Lier nv for the exercise of their mandate Proposal of resolution: "The general meeting discharges all directors of Apollo Lier nv, namely Ms Valérie Jonkers and Care Property Invest nv represented by Mr. Peter Van Heukelom, for the performance of their duties during the period from January 1, 2022, to November 29, 2022."
• 1. Discharge to the auditor of Apollo Lier nv for the exercise of his mandate. Proposal of resolution: "The general meeting discharges the auditor of Apollo Lier nv for the performance of his duty during the period from January 1, 2022, to November 29, 2022."
• 1. Change of control in the financing agreement entered into by the Company Proposal of resolution: "In application of section 7:151 BCCA, to approve and, to the extent necessary, ratify the provisions relating to the possible early redemption of the repayment and/or immediate suspension of the use of the credit in the event of a change of control over the Company, for the following financing agreements contracted by the Company: (I) Roll-over credit with BNP Paribas Fortis Bank nv dated 6 May 2020 for a total amount of EUR 30,000,000."
• 1. Varia Announcements

The undersigned hereby gives instructions to the proxy holder to vote at the Company's AGM on the aforementioned agenda items as follows (please tick the choice made)3 :

	AGENDA ITEM	ACCEPT	REJECT	ABSTAIN
1.	Acknowledgement of the annual report of the Board of Directors regarding the statutory and consolidated financial statements of the Company for the financial year 2022, closed on 31 December 2022.	-	-	-
2.	Acknowledgement of the report of the company auditor regarding the statutory and consolidated financial statements of the Company for the financial year 2022, closed on 31 December 2022.	-	-	-
3.	Approval of the statutory financial statements closed on 31 December 2022 and the appropriation of the result regarding the financial year 2022
4.	Appointments
5.	Explanation by the nomination and remuneration committee of the remuneration report, included in the corporate governance statement, which forms a specific part of the management report, as included in the annual financial report 2022, and its approval with an advisory vote in accordance with Article 7:149, last paragraph, of the BCCA.
6.	Discharge to the directors of the Company for the exercise of their mandate.
7.	Discharge to the auditor of the Company for the exercise of his mandate
8.	Approval of the financial statements of Apollo Lier nv, merged with Care Property Invest on November 29, 2022, for the period from January 1, 2022, to November 29, 2022.
9.	Discharge of the directors of Apollo Lier nv for the exercise of their mandate
10.	Discharge to the auditor of Apollo Lier nv for the exercise of his mandate.
11.	Change of control in the financing agreement entered into by the Company
12.	Varia – Announcements	-	-	-

The undersigned hereby confirms that he/she is aware of the fact that in the absence of instructions from his/her/their behalf, the proxyholder should abstain.

More particularly the proxy holder can participate in any other general meeting with the same agenda in case this

³ If no voting instructions are given for an agenda item, the undersigned will be deemed to give the specific instruction to the proxy holder to vote "ABSTAIN" on the proposed resolution in respect of that agenda item.

AGM could not make resolutions in a legally valid manner or would not be held at the abovementioned date or place, without prejudice to the conditions referred to in Article 7:134, §2 of the BCCA which must be met by the shareholder in order to be allowed to the general meeting, as described in the invitation convening the AGM.

To that end the proxy holder can pass and sign all deeds, documents, minutes, attendance lists, registers, confirmations, notifications and any other document, vote or abstain during the vote on all proposals to modify, delete or add an item on the agenda, elect domicile, subrogate and in general do everything which is useful or necessary to perform this proxy, insofar as necessary with a promise of ratification.

The undersigned hereby undertakes to indemnify the proxy holder for any damage he/she might incur as a result of any action undertaken when performing this proxy, on the condition, however, that he/she respected the limits of his/her powers. Furthermore, the undersigned undertakes not to claim the nullity of any resolution approved by the proxy holder and not to claim any compensation from him/her, on the condition, however, that the latter respected the limits of his/her powers.

The proxy holder benefits from the same rights as the thus represented shareholder, and more particularly the right to take the floor, to ask questions during the General Meeting and to exercise the right to vote.

In order for a shareholder to be represented by a proxy, a power of attorney must be completed and signed in accordance with the form of proxy established by the board of directors. The shareholder may complete the proxy via the Lumi Connect Platform or download it from the Company's website (www.carepropertyinvest.be). The proxy must be registered via the Lumi Connect Platform or arrived at the Company via email (aandeelhouders@carepropertyinvest.be) no later than 25 May 2023.

In addition, shareholders who wish to be represented will be required to comply with the admission and confirmation procedure specified in the invitation. For shareholders who choose to use the Lumi Connect Platform, this allows them to complete and submit proxies electronically. In this case, no original must be delivered before the start of the AGM.

To calculate the rules regarding quorum and majority account will only be taken of proxies submitted by shareholders meeting the conditions referred to in article 7:134, §2 of the BCCA which must be met to be allowed to the AGM (as described in the invitation).

Without prejudice to article 7:145 of the BCCA, the proxy holder will vote according to the instructions of the shareholder who appointed him. The Company shall keep the proxy with voting instructions at its registered office for at least one year.

In the event of a potential conflict of interest as stipulated in article 7:143 §4 of the BCCA between the shareholder and the proxy holder appointed by him, the proxy holder must disclose the precise facts that are of interest to the shareholder in order to assess whether there is a risk that the proxy holder would pursue any interest other than the interest of the shareholder. In addition, the proxy holder may vote on behalf of the shareholder only on the condition that he has specific voting instructions for each item on the agenda.

As indicated in the invitation convening the AGM (and according to the modalities indicated therein), shareholders owning solely or jointly 3% of the Company's share capital may place items on the agenda of the AGM and submit proposals for resolution (with respect to items included or to be included on the agenda) until 9 May 2023 at the latest (article 7:130 of the BCCA). The subjects to be dealt with and the corresponding proposed resolutions that would, if any, be added to the agenda will be published in accordance with the modalities of the BCCA (as indicated in the invitation). If applicable, the Company will simultaneously make available to its shareholders, on its website, a form that can be used for voting by proxy, supplemented with the additional agenda items for the AGM to be discussed and the corresponding proposed resolutions that would be added to the agenda,

and/or merely with the proposed resolutions that would be formulated regarding existing agenda items. Proxies notified to the Company prior to the publication of a supplemented agenda shall remain valid for the agenda items to be addressed to which they apply with the understanding that, for agenda items to be addressed for which new resolutions have been formulated, the proxy holder may, during the meeting, deviate from any instructions given by the shareholder, if the execution of such instructions could prejudice the interests of the shareholder. The proxy must notify the shareholder accordingly.

Regarding new items that would be added to the agenda, if any, the shareholder must make a choice:*

□ The proxy holder is authorized to vote about new agenda items that would be added to the agenda.

[OR]

□ The proxy holder must abstain from voting about new agenda items that would be added to the agenda.

[*Check the box corresponding to the option selected.]

__________________________ [date]

[signature preceded by the words "good for proxy"]