Retail Estates sa

AGM Information • Jun 21, 2023

Public regulated real estate company according to Belgian law, limited liability company

RETAIL ESTATES

Registered office: Industrielaan 6, B-1740 Ternat (Belgium) Commercial Court Brussels (Dutch section) VAT: BE 0434 797 847 Company number: 0434.797.847

IN RETAIL WE TRUST

AGENDA OF THE GENERAL MEETING OF SHAREHOLDERS HELD ON 24 JULY 2023 AT 10 A.M.

• 1. Acknowledgement of the annual report with regard to the statutory and consolidated annual accounts of the Company for the financial year that ended on 31 March 2023.
• 1. Acknowledgement of the reports of the statutory auditor with regard to the statutory accounts of the Company for the financial year that ended on 31 March 2023 and with regard to the consolidated annual accounts of the Company for the financial year that ended on 31 March 2023.
• 1. Acknowledgement of the consolidated annual accounts of the Company for the financial year that ended on 31 March 2023.

As the agenda items 1 to 3 refer to mere acknowledgements, the General Meeting does not have to resolve on the items. Therefore, this convocation does not include proposals for resolutions with regard to these agenda items.

• 1. Approval of the statutory annual accounts of the Company for the financial year that ended on 31 March 2023 and allocation of the results.
• Proposal to approve the statutory annual accounts for the financial year that ended on 31 March 2023, including the allocation of the results.
• Proposal to distribute a gross end of financial year dividend of 0,00 EUR per share (for a total of 14,085,827 shares), given the interim dividend allocated earlier by the board of directors.
• 1. Acknowledgement and approval of the remuneration report for the financial year that ended on 31 March 2023, that forms a specific part of the corporate governance statement of the annual report.

Proposal to approve the remuneration report for the financial year that ended on 31 March 2023, that forms a specific part of the corporate governance statement of the annual report.

1. Discharge to the directors of the Company.

Proposal to grant discharge, by separate vote, to the current and former directors of the Company for the performance of their

Retail Estates NV/SA • Public BE-REIT under the laws of Belgium • Industrielaan 6 • 1740 Ternat • info@retailestates.com

mandate during the financial year that ended on 31 March 2023.

1. Discharge to the statutory auditor of the Company.

Proposal to grant discharge to the statutory auditor of the Company for its mandate during the financial year that ended on 31 March 2023.

• 1. Approval with application of article 7:151 of the Belgian Companies and Associations Code of the clauses in financing agreements in which rights are granted to third parties in connection with a change of control.
• In order to finance its activities, the Company has concluded the following financing agreements:
  • o a credit agreement with KBC Bank NV/SA dated 19 April 2023 for a global amount of EUR 179,800,000.00;
  • o a credit agreement with Belfius Bank NV/SA dated 26 January 2023 for a global amount of EUR 165,000,000.00;
  • o an English language "Committed Term Loan Facility Agreement" with ING Belgium NV/SA dated 28 October 2022 for an amount of EUR 42,500,000.00;
  • o a credit agreement ("Revolving Credit") with BNP Paribas Fortis NV/SA dated 21 December 2022 for an amount of EUR 38,500,000.00;
  • o an English language "Committed Revolving Credit Agreement"with ING Belgium NV/SA dated 28 October 2022 for an amount of EUR 15,000,000.00

Together, the "Financing Agreements".

Proposal to approve, in accordance with article 7:151 of the Belgian Companies and Associations Code, all clauses in (the general terms and conditions applicable to) the Financing Agreements granting rights to the credit institution concerned (ING Belgium NV/SA, BNP Paribas Fortis NV/SA, Belfius Bank NV/SA and KBC Bank NV/SA) in connection with a change of control over the Company (a.o. a possible early demand for repayment of the credit in question (and of all other amounts due or outstanding under the credit) and/or a possible immediate suspension of the use of the credit):

1. Miscellaneous.

Retail Estates NV/SA • Public BE-REIT under the laws of Belgium • Industrielaan 6 • 1740 Ternat • info@retailestates.com