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Intervest Offices & Warehouses NV

AGM Information Feb 28, 2024

3966_rns_2024-02-28_e86b7e70-fe40-40a6-8040-199c4252132c.pdf

AGM Information

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Convening notice of the special general meeting of 29 March 2024 under the condition precedent of (A) the acquisition of 50% + 1 share in the company by European Real Estate Holdings NV and (B) the fulfillment or waiver of any other conditions of the voluntary and conditional public takeover bid by European Real Estate Holdings NV on the company

The shareholders of Intervest Offices & Warehouses NV (herea�er the "Company") are invited to par- �cipate in the special general mee�ng which, under the condi�on precedent of (A) the acquisi�on of 50% + 1 share in the company by European Real Estate Holdings NV and (B) the fulfillment or waiver of any other condi�ons of the voluntary and condi�onal public takeover bid by European Real Estate Holdings NV on the company, will take place on Friday 29 March 2024 at 10:30 a.m. at the Company's registered office, in order to deliberate and decide on the following agenda and proposed resolu�ons.

THE SPECIAL GENERAL MEETING HAS THE FOLLOWING AGENDA :

  1. Ra�fica�on of the co-op�on of Mr. Michiel Celis and his reappointment as a member of the Supervisory Board.

Proposed resolution: The general meeting decides to ratify the co-option by the supervisory board dated 13 March 2024 of Michiel Celis as a member of the supervisory board to replace Dirk Vanderschrick with effect from 13 March 2024 and reappoints Michiel Celis as a member of the supervisory board.

The mandate of Michiel Celis ends immediately after the annual general meeting to be held in the year 2028, at which it will be decided to approve the financial statements closed on 31 December 2027.

In derogation of the remuneration policy and remuneration set for members of the supervisory board by the general meeting held on 26 April 2023 the mandate of Michiel Celis will be unremunerated.

This proposed co-option received approval from the Financial Services and Markets Authority (FSMA) on 7 February 2024.

The profile of Michiel Celis is available on the Company's website (htps://www.intervest.eu/en/shareholders-mee�ng).

  1. Ra�fica�on of the co-op�on of Mr. Max Mather and his reappointment as a member of the Supervisory Board.

Proposed resolution: The general meeting decides to ratify the co-option by the supervisory board dated 13 March 2024 of Max Mather as member of the supervisory board to replace Johan Buijs with effect from 13 March 2024 and reappoint Max Mather as member of the supervisory board.

Uitbreidingstraat 66 2600 Antwerp www.intervest.eu

T + 32 3 287 67 67 VAT BE 0458 623 918 RPR ANTWERP

The mandate of Max Mather will end immediately after the annual general meeting to be held in the year 2028, at which it will be decided to approve the financial statements closed as of 31 December 2027.

In derogation of the remuneration policy and remuneration set for members of the supervisory board by the general meeting held on 26 April 2023, Max Mather's mandate will be unremunerated.

This proposed co-option received approval from the Financial Services and Markets Authority (FSMA) on 7 February 2024.

Max Mather's profile is available on the Company's website (htps://www.intervest.eu/en/shareholders-mee�ng).

3. Ra�fica�on of the co-op�on of Mr. Avi Banyasz and his reappointment as a member of the Supervisory Board.

Proposed resolution: The general meeting decides to ratify the co-option by the supervisory board dated 13 March 2024 of Avi Banyasz as a member of the supervisory board to replace Marc Peeters with effect from 13 March 2024 and reappoint Avi Banyasz as a member of the supervisory board.

The mandate of Avi Banyasz ends immediately after the annual general meeting to be held in the year 2028, at which it will be decided to approve the financial statements closed on 31 December 2027.

In derogation of the remuneration policy and remuneration set for the members of the supervisory board by the general meeting held on 26 April 2023, Avi Banyasz's mandate will be unremunerated.

This proposed co-option received approval from the Financial Services and Markets Authority (FSMA) on 7 February 2024.

Avi Banyasz's profile is available on the Company's website (htps://www.intervest.eu/en/shareholders-mee�ng).

4. Appointment of Mr. Mathew Coleman as a member of the Supervisory Board.

Proposed resolution: The general meeting appoints Matthew Coleman as a member of the supervisory board. The mandate of Matthew Coleman will end immediately after the annual general meeting to be held in the year 2028 at which it will be decided to approve the financial statements closed as of 31 December 2027.

In derogation of the remuneration policy and remuneration set for members of the supervisory board by the general meeting held on 26 April 2023, Matthew Coleman's mandate will be unremunerated.

This proposed appointment received approval from the Financial Services and Markets Authority (FSMA) on 7 February 2024.

Mathew Coleman's profile is available on the Company's website (htps://www.intervest.eu/en/shareholders-mee�ng).

The general meeting notes that the supervisory board of the Company is thus and as of today composed as follows:

  • Ann Smolders, independent member of the supervisory board (end of mandate: immediately after the annual general meeting held in the year 2024 to approve the financial statements closed as of 31 December 2023);
  • Marleen Willekens, independent member of the supervisory board (end of mandate: immediately after the annual general meeting to be held in the year 2025 to approve the financial statements closed on 31 December 2024);
  • Patricia Laureys, independent member of the supervisory board (end of mandate: immediately after the annual general meeting held in the year 2026 to approve the financial statements closed on 31 December 2025).
  • Michiel Celis, member of the supervisory board (end of mandate: immediately after the annual general meeting to be held in the year 2028 to approve the financial statements closed on 31 December 2027);
  • Max Mather, member of the supervisory board (end of mandate: immediately after the annual general meeting held in the year 2028 to approve the financial statements closed as of 31 December 2027);
  • Avi Banyasz, member of the supervisory board (end of mandate: immediately after the annual general meeting held in the year 2028 to approve the financial statements closed as of 31 December 2027);
  • Matthew Coleman, member of the supervisory board (end of mandate: immediately after the annual general meeting held in the year 2028 to approve the financial statements closed as of 31 December 2027).

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Informa�on for shareholders

Please note that all dates and hours indicated below are final deadlines, and will not be extended due to weekends, legal holidays or other reasons.

Par�cipa�on in the general mee�ng

In accordance with Ar�cle 26 of the Ar�cles of Associa�on and Ar�cle 7:134 of the Belgian Code of Companies and Associa�ons, the right to par�cipate and exercise vo�ng rights at the general mee�ng

is granted on the basis of the accoun�ng registra�on of the shares in the name of the shareholder on the 14th day before the general mee�ng at twenty-four hours ("Registra�on Date"), namely on Friday 15 March 2024 at 24:00 hours, either by their registra�on in the register of registered shares of the Company or by their registra�on in the accounts of an authorized account holder or a clearing ins�tu- �on, regardless of the number of shares held by the shareholder on the day of the general mee�ng.

The owners of registered shares who wish to par�cipate in the mee�ng must no�fy the Company of their inten�on to do so no later than the 6th day before the date of the mee�ng. This can be done either by leter at the Company's registered office or by e-mail ([email protected]) no later than Saturday 23 March 2024.

The owners of dematerialized securi�es must deliver to the Company by Saturday 23 March 2024 at latest by e-mail ([email protected]), a cer�ficate issued by the authorized account holder or by the clearing ins�tu�on cer�fying with how many dematerialized shares registered in their name in his accounts on the Record Date, the shareholder has indicated his inten�on to par�cipate in the general mee�ng.

Power of atorney (*)

Any shareholder may give a proxy in wri�ng to be represented at the special general mee�ng. A shareholder may designate only one person as proxy. Shareholders who wish to be represented by proxy are requested to use the applicable form made available on the website (www.intervest.eu/en/shareholders-mee�ng). The form contains the designa�on of a proxy by a shareholder and is signed by that shareholder, handwriten or with a qualified electronic signature in accordance with Belgian law. The Company must receive the proxy no later than the sixth day before the date of the mee�ng, which is Saturday 23 March 2024. The proxy shall be communicated to the Company by leter at the Company's registered office or by e-mail ([email protected]).

Vo�ng form (*)

Any shareholder may vote by leter. Shareholders who wish to vote by leter are requested to use the applicable form made available on the website (www.intervest.eu/en/shareholders-mee�ng). The voting form is signed by that shareholder, handwriten or with a qualified electronic signature in accordance with Belgian law. The Company must receive the vo�ng form no later than the sixth day before the date of the mee�ng, which is Saturday 23 March 2024. The vo�ng form will be communicated to the company by leter at the Company's registered office or by e-mail ([email protected]).

Possibility of placing new items on the agenda (*)

One or more shareholders who together hold at least 3% of the capital may have items to be addressed placed on the agenda of the general mee�ng and submit proposals for resolu�ons concerning the items to be addressed included or to be included on the agenda, in accordance with and within the limits of the applicable regula�ons. The addi�onal items to be discussed or proposals for resolu�on must be received by the Company no later than the 22nd day before the date of the general mee�ng, i.e. no later than Thursday 7 March 2024. These topics/proposals for resolu�on may be addressed by leter to the Company's registered office or by e-mail ([email protected]).

For more informa�on on the aforemen�oned rights and how to exercise them, please refer to the Company's website (www.intervest.eu).

Right to ask ques�ons (*)

Each shareholder has the right to submit ques�ons to the Supervisory Board. Ques�ons may be asked orally during the general mee�ng or in wri�ng prior to the general mee�ng. The Company must receive the writen ques�ons no later than the 6th day before the general mee�ng, i.e. no later than Saturday 23 March 2024. The writen ques�ons can be delivered by leter at the Company's registered office or by e-mail ([email protected]).

For more informa�on on the aforemen�oned rights and how to exercise them, please refer to the Company's website (www.intervest.eu).

Documents available

The documents, papers and forms men�oned above will be available for consulta�on on the website (www.intervest.eu) from 28 February 2024 via the following link: www.intervest.eu/en/shareholdersmee�ng. The shareholder who wishes to do so may obtain a copy of these forms and documents free of charge by sending a request no later than 23 March 2024 by e-mail (AlgemeneVergadering@intervest.eu).

Should you wish to obtain further informa�on regarding this general mee�ng or the procedure for par- �cipa�ng in this mee�ng, please contact Kevin De Greef by phone at 0032 3 287 67 67 or by e-mail: [email protected].

(*) Shareholders are kindly requested to send the signed proxy or vo�ng form, as well as any addi�onal topics to be discussed or proposals for resolu�on and any writen ques�ons to the Company, preferably by e-mail ([email protected]).

The Supervisory Board

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