Care Property Invest NV/SA

Proxy Solicitation & Information Statement • Apr 25, 2019

Proxy AGM 29 May 2019 -1-

Free translation. The Dutch version will prevail.

Proxy Annual General Meeting

CARE PROPERTY INVEST

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

PROXY

TO REPRESENT A SHAREHOLDER

AT THE ANNUAL GENERAL MEETING ON 29 MAY 2019 (the "AGM")

at the registered office, Horstebaan 3, 2900 Schoten

	The undersigned:

_____________ [name],
residing in_______________
_____________ [address]
[OR] _____________ [name],
______________ [legal form],
with registered office in ___________
_____________
____________ [place],
registered in the register of legal persons with number _____ [enterprise number], validly represented by
__________ [name and function]
and ______________ [name and function]

Holder of _______________________ [number] shares of the public limited-liability company Care Property Invest, public regulated real estate company under Belgian law, with office in 2900 Schoten, Horstebaan 3, registered in the register of legal persons in Antwerp with No. 0456.378.070 ("CP INVEST" or the "Company").

Hereby grants a special proxy to:

_____________ [name],
residing in _______________
_________________ [address]
[OR]
_____________ [name],
______________ [legal form],
with registered office in __________
______________ [place],
registered in the register of legal persons with number _________
[enterprise number], validly represented by _______________ [name and function]
and ____________ [name and function]

To represent him/her at the annual general meeting of Care Property Invest of Wednesday 29 May 2019 at 11 a.m., at the registered office, Horstebaan 3, 2900 Schoten.

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 2018, closed on 31 December 2018. Proposal for resolution: 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 2018, closed on 31 December 2018. Proposal for resolution: 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 2018 and the appropriation of the result regarding the financial year 2018. Proposal for resolution: "The general meeting approves the statutory financial statements of the financial year 2018 closed on 31 December 2018, including the appropriation of the result."
• 1. Statement by the nomination and remuneration committee and approval of the remuneration report, which forms a specific part of the corporate governance declaration. Proposal of resolution: "The general meeting approves the remuneration report, which forms a specific part of the corporate governance declaration."

• 1. Remuneration of the directors, with the exception of the managing director/CEO who does not receive a separate remuneration for his mandate as a director Proposal of resolution: "The general meeting decides to determine the remuneration of the directors, with the exception of the managing director/CEO, as follows from the financial year 2019 until further notice: 1° an annual fixed remuneration, i.e. (i) an annual fixed remuneration of €20,000 for the chairman of the board of directors, (ii) an annual fixed remuneration of €10,000 for each of the other directors; and 2° attendance fee, i.e. an attendance fee of €750 per director and per meeting of the board of directors."
• 1. Discharge to the directors of the Company for the exercise of their mandate. Proposal of resolution: "The general meeting grants discharge to all directors for the exercise of their mandate during the course of the financial year closed on 31 December 2018."
• 1. Discharge to the auditor of the Company for the exercise of his mandate. Proposal of resolution: "The general meeting grants discharge to the auditor ("PricewaterhouseCoopers Bedrijfsrevisoren bcvba" represented by Mr Damien Walgrave, Woluwedal 18 at 1932 Sint-Stevens-Woluwe) for the exercise of his mandate during the course of the financial year closed on 31 December 2018."
• 1. Approval of the annual accounts of "Ter Bleuk sa/nv", merged with Care Property Invest on 27 September 2018, for the period from 1 January 2018 to 27 September 2018. Proposal of resolution: "The general meeting approves the annual accounts of "Ter Bleuk sa/nv" for the period from 1 January 2018 to 27 September 2018."
• 1. Discharge to the directors of "Ter Bleuk sa/nv" for the exercise of their mandate Proposal of resolution: "The general meeting grants discharge to all directors of "Ter Bleuk sa/nv" for the exercise of their mandate during the period from 1 January 2018 to 27 September 2018."
• 1. Discharge to the auditor of "Ter Bleuk sa/nv" for the exercise of his mandate Proposal of resolution: "The general meeting grants discharge to the auditor of "Ter Bleuk sa/nv" for the exercise of his mandate during the period from 1 January 2018 to 27 September 2018."
• 1. Approval of the annual accounts of "VSP Lanaken sa/nv", merged with Care Property Invest on 27 September 2018, for the period from 1 January 2018 to 27 September 2018. Proposal of resolution: "The general meeting approves the annual accounts of " VSP Lanaken sa/nv" for the period from 1 January 2018 to 27 September 2018."
• 1. Discharge to the directors of "VSP Lanaken sa/nv" for the exercise of their mandate Proposal of resolution: "The general meeting grants discharge to all directors of "VSP Lanaken sa/nv " for the exercise of their mandate during the period from 1 January 2018 to 27 September 2018."
• 1. Discharge to the auditor of "VSP Lanaken sa/nv" for the exercise of his mandate Proposal of resolution: "The general meeting grants discharge to the auditor of "VSP Lanaken sa/nv" for the exercise of his mandate during the period from 1 January 2018 to 27 September 2018."
• 1. Approval of the annual accounts of "Dermedil sa/nv", merged with Care Property Invest on 27 September 2018, for the period from 1 January 2018 to 27 September 2018. Proposal of resolution: "The general meeting approves the annual accounts of "Dermedil sa/nv" for the period from 1 January 2018 to 27 September 2018."
• 1. Discharge to the directors of "Dermedil sa/nv" for the exercise of their mandate Proposal of resolution: "The general meeting grants discharge to all directors of "Dermedil sa/nv" for the exercise of their mandate during the period from 1 January 2018 to 27 September 2018."
• 1. Discharge to the auditor of "Dermedil sa/nv" for the exercise of his mandate Proposal of resolution: "The general meeting grants discharge to the auditor of "Dermedil sa/nv" for the exercise of his mandate during the period from 1 January 2018 to 27 September 2018."
• 1. Approval of the annual accounts of "Konli sprl/bvba", merged with Care Property Invest on 1 January 2019, for the period from 1 January 2018 to 31 December 2018. Proposal of resolution: "The general meeting approves the annual accounts of "Konli sprl/bvba" for the period from 1 January 2018 to 31 December 2018."
• 1. Discharge to the directors of "Konli sprl/bvba" for the exercise of their mandate Proposal of resolution: "The general meeting grants discharge to all directors of "Konli sprl/bvba" for the exercise of their mandate during the period from 1 January 2018 to 31 December 2018."
• 1. Discharge to the auditor of "Konli sprl/bvba" for the exercise of his mandate Proposal of resolution: "The general meeting grants discharge to the auditor of "Konli sprl/bvba" for the exercise of his mandate during the period from 1 January 2018 to 31 December 2018."
• 1. Statutory appointments: Appointment of a new auditor and determination of the remuneration Proposal of resolution: "Subject to approval by the FSMA, the general meeting appoints the civil company in the form of a cooperative company Ernst & Young, Auditors, having its registered office at De Kleetlaan 2, 1831 Diegem, with Companies Registration No. 0466.334.711, RPR Brussels, as statutory auditor for a period of three years. This company has appointed Mrs. Christel Weymeersch, company auditor, as representative authorised to represent it and charged with the exercise of the mandate in the name of and on behalf of the SCCRL. The mandate expires after the general meeting of shareholders, which is required to approve the annual accounts for the year ending 31 December 2021. The remuneration for the statutory assignment amounts to €37,000 (indexed) per year, excluding VAT and expenses. The remuneration will increase by €5,000 as soon as the balance sheet total exceeds €800 million and will further increase by €5,000, each time €200 million in assets is added."
• 1. Varia Announcements

For the abovementioned items on the agenda the undersigned hereby gives the proxy holder the following instructions to vote as follows at the Company's general meeting (please tick the box of your choice):

ITEM ON THE AGENDA		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 2018, closed on 31 December 2018.	-	-	-
2.	Acknowledgement of the report of the company auditor regarding the statutory and consolidated financial statements of the Company for the financial year 2018, closed on 31 December 2018.	-	-	-
3.	Approval of the statutory financial statements closed on 31 December 2018 and the appropriation of the result regarding the financial year 2018.
4.	Statement by the nomination and remuneration committee and approval of the remuneration report, which forms a specific part of the corporate governance declaration.
5.	Remuneration of the directors, with the exception of the managing director/CEO who does not receive a separate remuneration for his mandate as a director.
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 annual accounts of "Ter Bleuk sa/nv", merged with Care Property Invest on 27 September 2018, for the period from 1 January 2018 to 27 September 2018
9.	Discharge to the directors of "Ter Bleuk sa/nv" for the exercise of their mandate.
10.	Discharge to the auditor of "Ter Bleuk sa/nv" for the exercise of his mandate.
11.	Approval of the annual accounts of "VSP Lanaken sa/nv", merged with Care Property Invest on 27 September 2018, for the period from 1 January 2018 to 27 September 2018.
12.	Discharge to the directors of "VSP Lanaken sa/nv" for the exercise of their mandate.
13.	Discharge to the auditor of "Croonenburg sa/nv" for the exercise of his mandate.
14.	Approval of the annual accounts of "Dermedil sa/nv", merged with Care Property Invest on 27 September 2018, for the period from 1 January 2018 to 27 September 2018.

15.	Discharge to the directors of "Dermedil sa/nv" for the exercise of their mandate.
16.	Discharge to the auditor of "Dermedil sa/nv" for the exercise of his mandate.
17.	Approval of the annual accounts of "Konli sprl/bvba", merged with Care Property Invest on 1 January 2019, for the period from 1 January 2018 to 31 December 2018.
18.	Discharge to the directors of "Konli sprl/bvba" for the exercise of their mandate
19.	Discharge to the auditor of "Konli sprl/bvba" for the exercise of his mandate
	20. Statutory appointments: Appointment of a new auditor and determination of the remuneration.
21.	Varia – Announcements	-	-	-

The undersigned hereby confirms that he/she has been informed of the way in which the agent will vote in the absence of instructions on his/her part.

More particularly the proxy holder can participate in any other general meeting with the same agenda in case this general meeting could not make resolutions in a legally valid manner or would not be held at the abovementioned date, without prejudice to the conditions referred to in article 536, §2 of the Companies Code which must be met by the shareholder in order to be allowed to the general meeting, as described in the invitation to the general meeting.

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.

******

The shareholder can only indicate one person as a proxy holder for a certain general meeting. By way of derogation the shareholder (i) can appoint separate agents for each type of shares he holds and for each of his securities accounts, if he has shares of CP INVEST in more than one securities account and (ii) any other person qualified as a shareholder who, however, acts on behalf of other natural or legal persons by virtue of his/her profession can grant a proxy to each of those other natural or legal persons or to a third party appointed by them.

Care Property Invest NV Horstebaan 3 2900 Schoten BE 0456 378 070 - LPR 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

In order to be represented by an agent the written proxy must be completed and signed in compliance with the proxy form established by the Board of Directors, a model copy of which will be available at the Company's office (Horstebaan 3, 2900 Schoten) or can be downloaded from the Company's website (www.carepropertyinvest.be). This proxy must be provided to the Company as described below.

Notification of the proxy to the Company must be made in writing (Horstebaan 3, 2900 Schoten or fax +32 3 222 94 95). This notification may also be made electronically at the address: shareholders@carepropertyinvest.be.

The Company must have received the proxy at the latest on Thursday 23 May 2019.

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 536, §2 of the Companies Code which must be met to be allowed to the meeting (as described in the invitation).

Without prejudice to article 549, second paragraph of the Companies Code, the agent will vote according to the instructions of the shareholder who appointed him. The proxy holder must keep a register of voting instructions for at least 1 year and confirm at the request of the shareholder that he abided by the voting instructions.

In case of a potential conflict of interests between the shareholder and the proxy holder he appointed, as stipulated in article 547bis, §4 of the Companies Code, the proxy holder must make public the exact facts which are of importance to the shareholder to assess whether there is a risk that the proxy holder serves any other interest than the shareholder's interest. Moreover, the proxy holder can only vote on behalf of the shareholder on the condition that he has specific voting instructions for every item on the agenda.

As indicated in the invitation to the Annual General Meeting (and under the conditions mentioned therein) shareholders who alone or jointly hold 3% of the Company's share capital can place items on the agenda of the Annual General Meeting and submit proposals for a resolution (relating to topics to be dealt with included or to be included in the agenda) until Tuesday 7 May 2019 the latest (article533ter of the Companies Code). The topics to be dealt with and the accompanying proposals for a resolution which are added to the agenda, if any, will be made public in compliance with the conditions of the Companies Code (as indicated in the invitation). In such case the Company will simultaneously make a form available to its shareholders on its website, which can be used to vote by proxy, completed with the additional topics to be dealt with and the accompanying proposals for a resolution placed on the agenda, if any, and/or merely with the formulated proposals for a resolution, if any. The proxies made known to the Company prior to the publication of a completed agenda, will remain valid for the topics to be dealt with included in the agenda for which they are valid, on the understanding that the proxy holder, for the topics to be dealt with included in the agenda for which new proposals for a resolution have been submitted, can derogate from instructions of the principal during the meeting, if respecting these instructions could prejudice the principal's interests. The proxy holder must inform the principal thereof.

As regards new topics to be dealt with which would be included in the agenda, if any, the principal must make a choice:

□ The proxy holder is authorised to vote on new topics to be dealt with which have been included in the agenda.*

[OR]

□ The proxy holder must abstain from voting on the new topics to be dealt with which have been included in the agenda.*

[*Tick the box corresponding to your choice.]

__________________________ [date] [please have the signature preceded by the words "good for proxy"]