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Intervest Offices & Warehouses NV

AGM Information Apr 21, 2020

3966_rns_2020-04-21_dc186ac5-a794-4869-bb22-becaf2580f99.pdf

AGM Information

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Regulated information – Embargo until 27/03/2020, 8 am

Antwerp, 27 March 2020

Intervest Offices & Warehouses announces the agenda for the general meeting as at 29 April 2020

Today, Intervest Offices & Warehouses (hereinafter Intervest) is publishing the convocation and agenda for the ordinary and extraordinary general shareholders' meetings which will be held at the registered office, Uitbreidingstraat 66, 2600 Berchem, as at 29 April 2020 at 4:30 p.m.

Given the current restrictive measures regarding the coronavirus, Intervest invites its shareholders to make use of the possibility of distance voting through the proxy form which is available on the website of Intervest. This proxy form has to be sent to the email address [email protected], no later than the 6th day prior to the general meeting i.e. no later than Thursday 23 April 2020. Besides, it is being checked (also within the scope of a forthcoming facilitation of the rules) if the shareholders can make use of the possibility to attend the general meeting at distance, through electronic means of communication. As soon as this is known more precisely, Intervest will provide its shareholders the necessary instructions, among others via a press release or announcements on the website.

The agenda for the ordinary general meeting contains various mandatory agenda items, among others the establishment of the annual accounts and annual report for the 2019 financial year, the establishment of the dividend for the 2019 financial year and the approval of the remuneration report. The change in the remuneration of the directors and members of the committees has also been included in the agenda.

The agenda of the extraordinary general meeting contains an amendment to the management model within the framework of the new Belgian Companies and Associations Code (CAC). Under the new Companies and Associations Code, the current Intervest corporate governance model, further to which the board of directors delegates certain management powers to an executive committee (in accordance with Article 524bis of the previous Companies Code), is no longer valid.

According to the new rules, Intervest must choose between a one-tier or two-tier management model. The latter consists of a supervisory board, composed exclusively of non-executive directors and led by a chairman, on the one hand, and an executive board led by the ceo, on the other hand. The tasks and responsibilities of both bodies are clearly defined in the new CAC.

After having assessed the characteristics of both management models, the board of directors concluded that the dual management model is most appropriate for Intervest and best links up with the current monistic management model having a board of directors and an executive committee.

Therefore, this proposed change to a dual management model will be submitted to the extraordinary general meeting of 29 April 2020 for approval. On that occasion Intervest will also submit a proposal to review its articles of association to bring them fully in line with the new CAC.

Intervest Offices & Warehouses publishes the agenda for the general meeting of 29 April 2020

The agenda of the extraordinary general meeting also includes an amendment to the company's object and activities (within the limits set by the legislation on regulated real estate companies), an amendment to the procedure for a capital increase within the authorised capital, the granting of an authorisation to acquire own shares and, finally, limited other changes within the framework of a general modernisation of the articles of association.

The full agenda and all accompanying documents for the general meeting are available at www.intervest.be, under Investors/Shareholder information/Shareholders' meeting.

The 2019 annual report can also be found on the homepage of the website at www.intervest.be and under Investors/Reports and publications/Annual reports.

If the required quorum is not reached at the extraordinary general meeting, a second extraordinary general meeting will be held at the Intervest registered office at 10 a.m. on Monday 18 May 2020 to deliberate on the agenda and to propose resolutions.

Intervest Offices & Warehouses publishes the agenda for the general meeting of 29 April 2020

Financial calendar 2020

Intervest Offices & Warehouses nv, (hereinafter Intervest), is a public regulated real estate company (RREC) founded in 1996 of which the shares are listed on Euronext Brussels (INTO) as from 1999. Intervest invests in high-quality Belgian office buildings and logistics properties that are leased to firstclass tenants. The properties in which Intervest invests, consist primarily of up-to-date buildings that are strategically located in the city centre and outside municipal centres. The offices of the real estate portfolio are situated in and around centre cities such as Antwerp, Mechelen, Brussels and Leuven; the logistics properties are located on the Antwerp - Brussels - Nivelles, Antwerp - Limburg - Liège, and Antwerp - Ghent - Lille axes and concentrated in the Netherlands on the Moerdijk - 's Hertogenbosch - Nijmegen, Rotterdam - Gorinchem - Nijmegen and Bergen-op-zoom - Eindhoven - Venlo axes. Intervest distinguishes itself when leasing space by offering more than square metres only. The company goes beyond real estate by offering 'turn-key solutions' (a tailor-made global solution for and with the customer), extensive services provisioning, co-working and serviced offices.

For more information, please contact:

INTERVEST OFFICES & WAREHOUSES nv, public regulated real estate company under Belgian law, Gunther GIELEN - ceo or Inge TAS - cfo, T. + 32 3 287 67 87. http://www.intervest.be/en

Regulated information – Embargo until 21/04/2020, 9.30 pm

Antwerp, 21 April 2020

Additional information regarding the ordinary general meeting and the extraordinary general meeting of Wednesday 29 April 2020 within the scope of the COVID-19 pandemic

Intervest Offices & Warehouses nv (hereinafter "Intervest") refers to the notice convening the ordinary general meeting and the extraordinary general meeting of 29 April 2020, as delivered to the registered shareholders and as published in the Belgian Official Gazette and De Standaard and on the website as at 27 March 2020. The aforementioned ordinary general meeting – and followed by the extraordinary general meeting will be held as at 29 April 2020 at 4.30 am at the office of the company at 2600 Berchem, Uitbreidingstraat 66.

Given the current measures with regard to limitation of the corona virus and to ensure that the health and safety of all those participating in the ordinary and extraordinary general meeting can be guaranteed, Intervest already invited the shareholders in the press release of 27 March 2020 to make use of the option to vote by the proxy available on the website. Currently, the board of directors wishes to apply the options offered in Article 6 of Royal Decree No. 4 regarding miscellaneous provisions concerning joint ownership and corporate and association law within the context of the fight against the COVID-19 pandemic ("the Proxy Decree"). The board of directors has thus decided to hold the ordinary general meeting followed by the extraordinary meeting of shareholders of 29 April 2020 behind closed doors and therefore without the physical presence of shareholders or other persons who in other circumstances are entitled to attend these general meetings.

In concrete terms, this means the following for the shareholders:

    1. The shareholders can only exercise their rights by doing the following prior to the ordinary general meeting and the extraordinary general meeting of 29 April 2020:
    2. either vote remotely by means of the voting form that is presently available on the website of Intervest;
    3. or grant a proxy to Mrs Inge Tas, cfo and member of the management committee of Intervest, by means of the proxy form available on the website of Intervest; only proxy forms with specific voting instructions will be taken into account in the vote.
    1. The completed and duly signed proxy forms and voting forms must be sent to Intervest by letter or by email to [email protected] and must reach Intervest at last the fourth day prior to the general meeting, being as at Saturday 25 April 2020 at the latest.

IMPORTANT: Given de current situation regarding the COVID-19 pandemic (such as disturbed mail distribution) the company absolutely prefers the notification of the proxy form or voting by e-mail to [email protected]. In this case a scanned or photographed copy of the proxy form or voting form, completed and legally signed will suffice.

Additional information regarding the ordinary general meeting and the extraordinary general meeting of Wednesday 29 April 2020 within the scope of the COVID-19 pandemic

The specific voting instructions on valid proxy forms that Intervest has already received but where the proxy holder is not Inge Tas will be taken into account, even though the proxy holder cannot be present at the general meeting

    1. In all other respects, the shareholders must continue to observe the admission formalities as set out in the notice of 27 March 2020, which includes respecting the deadline for confirming participation, which is Thursday 23 April 2020.
    1. As was stated in the notice of 27 March 2020, the shareholders can ask questions to the directors or the statutory auditor of Intervest in writing. These questions can be submitted by letter or – absolute preference – via email to [email protected] and must reach Intervest at last the fourth day prior to the general meeting, being as at Saturday 25 April 2020 at the latest. The written answers to these questions will be published by Intervest on its website no later than 29 April 2020 before the vote.

The notice and all its appendices are available on the website of Intervest. Except for the proxy form and the new voting form these have remained unchanged in terms of the notice as published as at 27 March 2020. Shareholders should however be aware of the changed participation formalities as set out above.

For the sake of clarity, it is emphasised that the agenda of both the ordinary general meeting and the extraordinary general meeting remains unchanged.

More information about this is available by contacting Kevin De Greef or Hélène Halsberghe by e-mail to [email protected].

Intervest Offices & Warehouses nv, (hereinafter Intervest), is a public regulated real estate company (RREC) founded in 1996 of which the shares are listed on Euronext Brussels (INTO) as from 1999. Intervest invests in high-quality Belgian office buildings and logistics properties that are leased to firstclass tenants. The properties in which Intervest invests, consist primarily of up-to-date buildings that are strategically located in the city centre and outside municipal centres. The offices of the real estate portfolio are situated in and around centre cities such as Antwerp, Mechelen, Brussels and Leuven; the logistics properties are located on the Antwerp - Brussels - Nivelles, Antwerp - Limburg - Liège, and Antwerp - Ghent - Lille axes and concentrated in the Netherlands on the Moerdijk - 's Hertogenbosch - Nijmegen, Rotterdam - Gorinchem - Nijmegen and Bergen-op-zoom - Eindhoven - Venlo axes. Intervest distinguishes itself when leasing space by offering more than square metres only. The company goes beyond real estate by offering 'turn-key solutions' (a tailor-made global solution for and with the customer), extensive services provisioning, co-working and serviced offices.

General information:

INTERVEST OFFICES & WAREHOUSES nv, public regulated real estate company under Belgian law, Gunther GIELEN - ceo or Inge TAS - cfo, T. + 32 3 287 67 87. http://www.intervest.be/en

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