Intervest Offices & Warehouses NV

Proxy Solicitation & Information Statement • Mar 24, 2023

Proxy for the extraordinary general meeting of 26 April 2023

This duly completed, dated and signed proxy form must be received by Intervest Offices & Warehouses N.V. ("the Company") no later than Thursday 20 April 2023 and can be remitted as follows.

• 1. By ordinary mail to the following address: INTERVEST OFFICES & WAREHOUSES NV, Uitbreidingstraat 66, 2600 Berchem, for the attention of Kevin De Greef.
• 1. By email: AlgemeneVergadering@intervest.eu

Shareholders are kindly requested to deliver this signed proxy form to the Company by e-mail (AlgemeneVergadering@intervest.eu).

The undersigned (the "Proxy"),

Legal entity
Corporate name and legal form:
Seat:
Company number:
Validly represented by (name and position):

Natural person
Name and first name:
Residence:

Declares to be the holder of:

........................................... dematerialised shares

or

........................................... registered ordinary shares

INTERVEST OFFICES & WAREHOUSES NV Publicly regulated real estate company under Belgian law

Uitbreidingstraat 66 2600 Antwerp www.intervest.eu

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

of the public limited liability company, "INTERVEST OFFICES & WAREHOUSES", with its registered office at 2600 Berchem - Antwerp, Uitbreidingstraat 66 and with company number 0458.623.918 (RPR Antwerp, Antwerp division).

hereby grants special power of attorney to ("the Proxy"):

Legal entity
Corporate name and legal form:
Seat:
Company number:
Validly represented by (name and position):

Natural person
Name and first name:
Residence:

to represent him/her at the extraordinary general meeting of shareholders of the Company to be held at the registered office of the Company on Wednesday 26 April 2023 subsequently after the annual general meeting with agenda described below, and to vote on his/her behalf according to the intention expressed below.

Proxies returned to the Company without the designation of a Proxy will be considered to be addressed to the Company, its governing body or its staff member, thereby creating a potential conflict of interest in accordance with Article 7:143, §4 of the Companies and Associations Code1 (hereinafter "CAC"). To qualify, proxies must contain specific voting instructions for each item on the agenda. Consequently, in the absence of such specific voting instructions for a particular item, the Proxy deemed to have a conflict of interest will not participate in the vote.

To be admitted to the general meeting, the Proxy holders will have to prove their identity, and the representatives or special mandataries of legal persons will have to present the documents proving their power of representation, at the latest immediately before the start of the meeting.

¹ In case of a potential conflict of interest between the Proxy and the shareholder, the Proxy must disclose the precise facts relevant to the shareholder in order to assess whether there is a risk that the Proxy is pursuing any interest other than the interest of the shareholder. The Proxy can vote on behalf of the shareholder only on condition that he/she has specific voting instructions for each item on the agenda available. A conflict of interest will arise, for example, if the Proxy holder: (i) is the Company itself or an entity controlled by it, or a shareholder controlling the Company, or any other entity controlled by such shareholder; (ii) is a member of the supervisory board or governing bodies of the Company, of a shareholder controlling the Company, or of a controlled entity referred to in (i); (iii) is an employee or a statutory auditor of the Company, of the shareholder controlling the Company, or of a controlled entity referred to in (i); (iv) has a parental relationship with a natural person referred to in (i) to (iii), or is the spouse or legal cohabitant of such a person or of a relative of such a person such person.

Please provide your voting instructions (for, against, abstention) in writing below for each individual resolution proposal. The Proxy hereby gives the following instructions to the Proxy to vote at the extraordinary general meeting as follows on the agenda items below (cfr. Agenda attached and published in the Belgian Official Gazette, De Standaard and on the Company's website (www.intervest.be/en):

Agenda item	Instructions on the exercise of voting rights
	For	Against	Abstinence
I.1. Renewal of authorisation of authorised capital: perusal of special report of the supervisory board in accordance with art. 7:199 CAC	No vote required
I.2. (a) authorisation of capital increases by cash contribution with possibility of exercising preferential right or irreducible allocation right with a maximum amount of 50% of the amount of capital on the date of the extraordinary general meeting and to amend Article 7 of the Articles of Association accordingly.
I.2. (b) authorisation of capital increases under an optional dividend with a maximum amount of 20% of the amount of capital on the date of the extraordinary general meeting and to amend Article 7 of the Articles of Association accordingly.
I.2. (c) authorisation of all forms of capital increases other than those endorsed in point (b) by a maximum amount of 10% of the share capital on the date of the extraordinary general meeting and to amend Article 7 of the Articles of Association accordingly.
I.3. amend Article 7 of the Articles of Association ("Authorised Capi tal") to bring it in line with the relevant approved proposals.
II. Renewal of the authorisation to the supervisory board, pursuant to Article 9 of the Articles of Association and Article 7:215 et seq. CAC, without a resolution of the general meeting, to proceed with the acquisition of its own securities as defined in Article 9 of the Ar ticles of Association, when such acquisition is necessary to safeguard the Company against a serious and imminent harm (whereby a "se rious and imminent harm" does not, however, mean a public ta keover bid for securities of the Company within the meaning of Arti cle 7:202 CAC), and this for a period of three years from the publica tion in the Annexes to the Belgian Official Gazette of this resolution.
III. Authorisation of the instrumenting notary public to coordinate the Company's Articles of Association and to sign and deposit a copy thereof at the registry of the competent corporate court.

(*) Subject to approval by the Financial Services and Markets Authority (FSMA), for those agenda items for which such approval is required and has not been obtained at this time.

Shareholder statement

The undersigned hereby declares that, pursuant to section 7:139 CAC, he/she has no questions for the members of the supervisory board or the auditor in connection with any proposal of the aforementioned agenda or their report.

The Proxy has the power, on behalf of the undersigned:

• a. attend the meeting and, if necessary, vote on the adjournment of the meeting
• b. to participate in all other meetings, with the same agenda, if the first meeting is adjourned or postponed, or not regularly convened
• c. participate in all deliberations and approve, amend and reject all proposals on the agenda on behalf of the represented shareholder
• d. do everything necessary to take part in the meeting, including, but not limited to, signing all resolutions, documents, minutes, etc.
• e.to do anything necessary or useful in relation to what precedes for the execution of this power of attorney, including the designation of a deputy.

Done at ...........................................

As at ...........................................

Signature