Care Property Invest NV/SA

Remuneration Information • Apr 24, 2020

Free translation. The Dutch version prevails.

CARE PROPERTY INVEST

public limited liability company Public Regulated Real Estate Company (RREC) under Belgian law Horstebaan 3, 2900 Schoten, Belgium Companies registration number 0456.378.070 (RPR Antwerp, Antwerp division) (the 'Company')

REMUNERATION POLICY

Remuneration policy to be submitted to the 2020 annual general meeting

1. General

1.1. Introduction

This remuneration policy sets out the principles that Care Property Invest NV (the Company) applies for the remuneration of its directors and executive managers. It has been drawn up and will be applied in compliance with the provisions of legislative proposal 0553/001, presented to Parliament on 4 October 2019 for the implementation of the Second Shareholders Directive (SRD II), the Belgian Code for Companies and Associations (BCCA) and the Belgian Corporate Governance Code 2020 (Code 2020).

The Company is convinced that with this remuneration policy, it will be able to attract, reward and retain the necessary talent. The performance criteria that the Company uses to determine the amount of variable remuneration stimulate the realisation of the Company's strategic objectives and sustainable value creation. At the same time, they also translate the risk propensity established by the Board of Directors and the behavioural standards with which the Company must comply.

1.2. Approval of the general meeting

This policy was drawn up by the Board of Directors on the basis of the recommendations of the Nomination and Remuneration Committee. It will be submitted to the Annual General Meeting in 2020 for approval.

The Company may temporarily deviate from the approved remuneration policy if it complies with the procedure and conditions of Section 5, 'Deviation from the remuneration policy', of this remuneration policy.

1.3. Scope of application

This remuneration policy is based on the Company's existing policy, as presented to and approved by the ordinary general meeting of shareholders of 29 May 2019. With regard to the policy that was not already approved by the ordinary general meeting of shareholders of 29 May 2019, this remuneration policy, if approved by the general meeting, will apply to the remuneration of the Board of Directors and of the members of the College of daily management from the 2020 financial year. This remuneration policy is intended for application until the end of the 2021 financial year. It will be resubmitted to the general meeting for approval in the event of each material change and at least once every four years.

The remuneration policy applies to the persons referred to in Article 3:6, §3 of the BCCA. In concrete terms, this concerns the directors of the Company and the members of the College of daily management.

Care Property Invest NV Horstebaan 3 2900 Schoten BE 0456 378 070 - RPR Antwerp Public RREC under Belgian law

T +32 3 222 94 94 F +32 3 222 94 95 E info@carepropertyinvest.be www.carepropertyinvest.be

2. Governance – procedure

2.1. Role of the Nomination and Remuneration Committee

The Nomination and Remuneration Committee undertakes the role, responsibilities and powers described in Section 5, 'Nomination and Remuneration Committee' of the Company's Corporate Governance Charter (the 'Charter'). It advises the Board of Directors on matters including:

• the preparation and proposals of the remuneration policy;
• the determination of the remuneration of individual members of the College of daily management;
• the determination of the performance targets of the members of the College of daily management in the short and medium or long term;
• the annual evaluation of the performance of members of the College of daily management in relation to the set performance criteria and their translation in terms of the payment of the variable remuneration;
• the preparation and proposals of the annual remuneration report to the general meeting.

2.2. Role of the Board of Directors

The role, responsibilities and powers of the Board of Directors are set out in Section 3.6 'The role of the Board of Directors' and later in the Charter.

In particular, as the holder of final responsibility, the Board of Directors takes decisions, on the advice of the Nomination and Remuneration Committee, on:

• the remuneration policy proposal;
• the determination of the remuneration of individual members of the College of daily management;
• the determination of the performance targets of the members of the College of daily management in de short and medium or long term;
• the annual evaluation of the performance of members of the College of daily management in relation to the set performance criteria and their translation in terms of the payment of the variable remuneration;
• the annual remuneration report.

2.3. Role of the General Meeting

The general meeting approves the remuneration policy in a non-binding manner by an ordinary majority.

Decisions on the remuneration of the directors by the general meeting are carried by an ordinary majority.

2.4. Management of conflicts of interest

Nobody decides on his or her own remuneration:

• the fees of non-executive directors are proposed to and then adopted by the General Meeting;
• the members of the College of daily management do not take part in the discussions and decisionmaking on their fees;
• the Nomination and Remuneration Committee may meet in the absence of the executive management at any time if it considers this necessary.

2.5. Evaluation of remuneration

The remuneration policy and its application is evaluated regularly by the Nomination and Remuneration Committee.

Material changes in the policy apply subject to the condition that they are approved by the general meeting.

The remuneration policy is resubmitted to the general meeting for approval at least once every four years.

3. Remuneration policy for non-executive directors

• 3.1. Structure
• A. Fixed annual fee

The non-executive directors are entitled to a fixed annual fee.

The Chairman of the Board of Directors receives a fixed fee of €20,000. The other directors receive a fixed annual fee of €10,000.

These amounts were approved by the General Meeting of Shareholders on 29 May 2019. These amounts were proposed by the Board of Directors on the basis of the recommendations of the Nomination and Remuneration Committee. After evaluation of the overall remuneration and the individual remuneration components of the members of the Board of Directors, the Nomination and Remuneration Committee established that the remuneration of the directors was not consistent with market rates in comparison with other RRECs, taking account of the growth of the Company, and needed to be adjusted.

B. Attendance fees

In addition to the fixed annual fee, the non-executive directors receive remuneration in the form of attendance fees for the meetings of the Board of Directors and of the different committees. Their roles as directors and their roles as chairman of the Board of Directors or committee members are taken into account, as are their responsibilities arising from this and the time that they spend on their positions.

The general meeting of 29 May 2019 fixed the amounts of the attendance fees at €750 per meeting of the Board of Directors or Audit Committee or Nomination and Remuneration Committee.

All fees constitute fixed remuneration.

C. Expenses allowance

The non-executive directors may receive refunds of expenses that they incur directly in relation to the performance of their positions as directors, on submission of proof of payment for these, in accordance with the general expenses policy of the Company.

D. No other remuneration components

Non-executive directors receive no variable remuneration, pension benefits or other benefits in kind.

The Company also does not pay non-executive directors in shares (not even partially). In that regard, the Company derogates from recommendation 7.6 of the 2020 Code. The Company justifies this derogation by the fact that such remuneration of non-executive directors in shares is new in the 2020 Code and has not become customary in Belgian listed companies in general or more specifically, in the RREC sector. The Company takes the view that the assessment capacity of these directors, in particular as non-executive directors, will not be harmed by the absence of remuneration in shares. To the Company's knowledge, there is as yet no international consensus that remuneration in shares ensures that the interests of non-executive directors is aligned with the shareholders' interests. The Company has decided to await developments in the practice of Belgian listed companies in general, or more specifically in the RREC sector and to regularly reconsider whether it could be in the interests of the Company and its shareholders to nevertheless pay non-executive directors, partially or otherwise, in shares.

3.2. Contribution to the corporate strategy, the long-term interests and the sustainability of the Company

As an RREC specialised in health care real estate in Belgium and the Netherlands, the Company takes the view that the remuneration of its non-executive directors can best take place on a fixed basis. The fixed character of the amounts should safeguard the objectivity of the non-executive directors in the supervision of the Company's performance. The amounts should permit the Company to protect the engagement of the directors and ensure the right combination of expertise and diversity within the Board of Directors to stimulate the success of the Company in the long term.

3.3. Main conditions of the agreements

The non-executive directors perform their mandate as self-employed persons in accordance with §1, Article 7:58(3) of the BCCA. Their director's mandate lasts for a maximum of four years. The general meeting may revoke these mandates at any time, without notice or reimbursement, by a decision carried by a simple majority.

4. Remuneration policy for executive management

4.1. Structure

The remuneration policy for the executive management is divided into (i) the remuneration of the members of the College of daily management, not being the CEO, the CFO or the COO and (ii) the remuneration of the CEO, CFO and COO.

The remuneration level of the executive management, i.e. the members of the College of daily management, is fixed by the Board of Directors on the advice of the Nomination and Remuneration Committee.

4.1.1. Members of the College of daily management other than the CEO, the CFO or the COO

The members of the College of daily management other than the CEO, the CFO or the COO receive the same fee for the performance of their mandate as directors as that assigned to the non-executive directors by the general meeting. This fee is determined by the general meeting.

In addition to this, these members of the College of daily management receive a fee determined by the Board of Directors for their preparations for and participation in the College of daily management in the form of attendance fees of €750 per attendance at a meeting of the College of daily management.

The members of the College of daily management other than the CEO, the CFO or the COO receive a kilometre allowance and an annual fixed representation fee of €1,800.

All fees constitute fixed remuneration. The members of the College of daily management other than the CEO, the CFO or the COO receive neither performance-related remuneration such as bonuses or long-term share-related incentive programmes nor any benefits in kind or benefits associated with pension plans.

The Company justifies the absence of variable remuneration and remuneration in shares for these executive directors and this distinction in remuneration from that of the other executive directors (the CEO, COO and CFO) in relation to the difference in the scope of the package of tasks of these directors. The package of tasks of the executive directors other than the CEO, COO and CFO consists primarily of overall supervision and monitoring the daily operations of the Company. In addition, they are continually available for consultation and discussion with the CEO, COO and CFO concerning the daily management and operations of the Company. For that reason, the Company does not consider it opportune to award these executive directors' remuneration in the form of shares or performance-related remuneration. The Company takes the view that the absence of such remuneration does not prevent the alignment of the interests of these executive directors with those of the shareholders or harm the assessment capacity of these executive directors.

4.1.2.The CEO, CFO and COO as the effective managers

In order to align the interests of the members of the College of daily management as effective managers with the Company's sustainable value creation objectives, a suitable part of their remuneration package is linked to the

Care Property Invest NV Horstebaan 3 2900 Schoten BE 0456 378 070 - RPR Antwerp Public RREC under Belgian law

T +32 3 222 94 94 F +32 3 222 94 95 E info@carepropertyinvest.be www.carepropertyinvest.be

realisation of the objectives formulated by the Board of Directors. This approach includes both a short-term bonus and a long-term incentive in the form of a share purchase plan.

	CEO	CFO	COO
Component	Relative %	Relative %	Relative %
Fixed fee	47.19%	63.73%	63.74%
Short-term variable remuneration	14.64%	13.47%	13.47%
Long-term incentive	13.13%	19.10%	19.10%
Pension plan	23.63%	1.54%	1.53%
Representation fee and benefits in kind	1.41%	2.17%	2.17%

The ratios of these remuneration elements ('on target') are as follows:

4.2. Relationship with the salaries and working conditions of the employees

The salaries and working conditions of the employees of the Company were taken into account in the preparation of this remuneration policy. The Company provides for consistency of the remuneration of the executive directors with that of other employees in such a manner that it is able to attract, reward and retain the necessary talent, taking account of the market conditions for each category of employees. It does this partly by benchmarking the remuneration of the employee concerned in relation to the same (or a comparable) positions/jobs in other (comparable) companies and partly on the basis of negotiations with the employee concerned. Annual evaluations are also performed, as part of which the remuneration is also always assessed. How the employees can share in the growth of the Company and the Company's earnings per share is always taken into account here.

4.3. Benchmark

In the negotiation of the management contracts of the members of the College of daily management, as well as in the evaluations and renegotiations, the Company bases the fixed fee partly on benchmarking with the sector and negotiation with those concerned and partly taking account of the growth of the Company on the level of market capitalisation, staffing and countries in which the Company operates.

The Company bases the determination of the variable remuneration and other elements of the remuneration package of the College of daily management on benchmarking with the sector and the provisions concerning good corporate governance.

4.4. Description of fixed remuneration

The fees of the members of the College of daily management other than the CEO, the CFO or the COO for their executive mandate amount to €10,000 per year, plus the annual fixed representation fee of €1,800. Attendance fees of €750 per meeting are awarded for their participation in the meetings of the College of daily management and of the committees of which they are members, with the exception of their participation in the Investment Committee.

The management contracts of the CEO, the CFO and the COO determine the fixed fee for their performance. These fees are subject to annual indexation on the basis of the Belgian health index.

The CEO, the CFO and the COO receive no separate fees for the performance of their mandates as directors.

4.5. Description of variable remuneration

A. Annual bonus

The management contracts concluded with the CEO, CFO and COO provide for variable director's remuneration in the form of an annual bonus.

The bonus payment is spread over three (3) years. Payment takes place in accordance with the schedule below, on condition that for each of the three (3) years, the payment criteria set in the schedule are met.

Performance criteria
Criterion	Weighting	Year 1		Year 2		Year 3
1. IFRS result/distributable result, at least 90% of the budget	65%	50% year 1	bonus	25% year 1 + 50% year 2	bonus bonus	25% bonus year 1 + 25% bonus year 2 + 50% bonus year 3
2. Operating margin, at least 90% of the budget	10%	50% year 1	bonus	25% year 1 + 50% year 2	bonus bonus	25% bonus year 1 + 25% bonus year 2 + 50% bonus year 3
3. Other (qualitative criteria, see Article 4.8)	25%	50% year 1	bonus	25% year 1 + 50% year 2	bonus bonus	25% bonus year 1 + 25% bonus year 2 + 50% bonus year 3

No higher bonus applies if the performances exceed the objectives or the target criteria. The percentages shown in the table are the maximum limits.

The central objective of the application of these (objective) criteria is to align the interests of the members of the management with the interests of the shareholders.

The extent to which the quantitative objectives are realised is checked by the Nomination and Remuneration Committee on the basis of the determination of the annual results.

The qualitative objectives, also provided for in the preceding financial years, include the quality of the HR management (team spirit, organisation, performance, employee satisfaction, etc.), the quality of the communication with the Board of Directors and the quality of the investment projects. The realisation of the qualitative objectives takes place in an objectively measurable manner on the occasion of the annual evaluation of the performance of the College of daily management.

No provision is made for the Company to recover variable remuneration allocated on the basis of any inaccurate financial data. After all, the Company awards the variable remuneration only after the audit of the consolidated annual figures is complete.

B. Long-term incentive plan

In order to ensure that the interests of the CEO, the CFO and the COO are further aligned with the long-term shareholders' interests, the Company has adopted a long-term incentive plan (LTIP) as part of the fixed remuneration. This plan meets the need for an active and engaged management that supports the further expansion and integration of the investments made. The Nomination and Remuneration Committee takes the view that its application is also a way to strengthen continuity within the management.

The plan applies for the 2019, 2020 and 2021 financial years. The CEO, CFO and COO receive a gross annual amount in cash with the specific objective and subject to the obligation to buy a package of shares in the company with the net amount after tax and social insurance contributions. They buy shares in the Company for a price per share equal to the weighted average market price in the period of 20 trading days prior to the day before the date of signature of the contract of sale, multiplied by 100/120ths. The Company regards this as a commercial rate and justified the discount partly by the lock-up period. The purchase of the shares takes place on the second Monday of the month of January each year. By way of derogation from the foregoing, the sale for the 2019 financial year, as an exception, took place on 8 April 2019, being the date of the approval of the longterm incentive plan by the Board of Directors.

The gross amount is determined on the basis of the relative weighting of the remuneration. The amounts are fixed for the 2019, 2020 and 2021 financial years.

The shares acquired in this manner must then be held by the beneficiaries for a lock-up period of three (3) years. During the lock-up period, the holders are entitled to dividends, voting rights, preferential rights or irrevocable allocation rights associated with the shares purchased and the right to participate in an optional stock dividend.

4.6. Pensions

The CEO, the CFO and the COO are entitled to a personal pension plan with contributions and the accompanying cover.

The annual contributions are as follows (with annual indexation):

• for the CEO €180,000
• for the CFO and COO jointly €12,043.

The plan covers the following risks:

• Replacement income in the event of occupational disability due to illness or an accident;
• Premium exemption in the event of illness or an accident;
• Pension capital (if the participant is alive on the termination date)
• Capital on decease of the participant (death benefit)

Care Property Invest NV Horstebaan 3 2900 Schoten BE 0456 378 070 - RPR Antwerp Public RREC under Belgian law

T +32 3 222 94 94 F +32 3 222 94 95 E info@carepropertyinvest.be www.carepropertyinvest.be

4.7. Benefits in kind and other remuneration components

The remuneration of the CEO, CFO and COO also includes:

• the right to hospitalisation insurance;
• meal cheques (awarded only to the CEO) amounting to €8;
• benefits in kind associated with the use of a company car, i.e. a fuel card, all-risks insurance, roadside assistance and road tax;
• a mobile phone; and
• a laptop.

4.8. Contribution to the corporate strategy, the long-term interests and the sustainability of the Company

The structure of the remuneration of the executive management is designed to promote sustainable value creation by the Company.

The level of the fixed fee ensures that the Company can rely on professional and experienced management at all times, including in more difficult times.

The payment of the short-term bonus depends on the realisation of performance criteria that reflect the strategy of the Company:

• As an RREC, it is important for the Company to be able to offer its shareholders stable (and growing) dividends. The choice of the IFRS result and the operating margin as KPIs meets this objective.
• The Company's success as a business also depends on the culture and an efficient organisation. For that reason, the management's short-term bonus also depends on the quality of the HR management (team spirit, organisation, performance, employee satisfaction, etc.); the quality of the communication with the Board of Directors; the quality of the investment projects.

The success of the Company in the longer term is also stimulated by the long-term incentive plan, with which the members of the College of daily management can also be rewarded for the positive evolution of the stock market price of the Care Property Invest shares in the longer term, i.e. over three (3) years. After all, the shares acquired by the CEO, CFO and COO via the LTIP 2019 must be held for a lock-up period of three (3) years from the date on which the Company sells them the shares. During that period, they can also collect dividends paid for the shares, exercise voting rights, etc.

4.9. Main conditions of the agreements

The members of the College of daily management perform their mandate as members of the College of daily management on an independent basis. The management agreements that they have concluded in relation to this mandate are for an indefinite term and include contractual provisions concerning resignation and exit bonuses, which will in no case exceed 18 months' remuneration.

On termination of the management contract of the CEO, the CFO or the COO, what happens with shares that they acquired under the LTIP 2019 varies, depending on whether the effective leader is qualified as a good leaver or as a bad leaveraccording to the LTIP 2019.

The Company has the right to buy the shares of a good leaver acquired through the application of this plan in proportion to the number of years for which the lock-up period still has to run, for the price for which the good leaver acquired them. The good leaver retains the part of the shares in question in proportion to the number of years of the lock-up period that have already expired, presented in diagram form as follows:

Completion of number of years of Lock-Up Period	Shares to which the Company's purchase option relates	Shares to which the purchase option does not apply
0	3/3	0
1	2/3	1/3
2	1/3	2/3
3	0/3	3/3

The Shares that a good leaver may keep subject to this provision remain subject to the lock-up obligation of Article 6.1 of the LTIP 2019 in full.

The Company has the right to buy back shares of a bad leaver acquired through the application of the LTIP 2019 for a price equal to the lower of (i) the price that the bad leaver paid for them or (ii) the weighted average share price in the period of twenty (20) trading days prior to the day before the date on which the Company exercises this buy-back right.

No provision is made for an exit bonus for the other executive directors.

5. Derogation from the Remuneration Policy

The company may temporarily derogate from the remuneration policy, provided that:

1° the derogation is justified by exceptional circumstances in which such a derogation is necessary in order to service the long-term interests of the Company as a whole or to guarantee its viability, and

2° the derogation is permitted by the Board of Directors on the recommendation of the Nomination and Remuneration Committee, stating the reasons.

A derogation may relate to any provision of this remuneration policy, is as far as it is not in contravention of the law.

6. Revision of the remuneration policy

The remuneration policy may be changed whenever the Board of Directors considers this appropriate on the recommendation of the Nomination and Remuneration Committee, subject to the submission of the revised policy to the general meeting for approval.

No later than 2022, the Company will consider a new long-term incentive plan for the members of the College of daily management, in relation to the strategy and the long-term interests of the Company at that time.

If the policy is revised, the following information must be described and explained to the general meeting:

• 1. The main changes that have occurred, and
• 1. The way in which the votes and positions of the shareholders on the remuneration policy and the remuneration reports since the latest vote on the remuneration policy at the general meeting are taken into account.

7. Material changes in relation to the previous remuneration policy

This remuneration policy reflects the policy that the Company adopted in 2019.