Aedifica SA

Proxy Solicitation & Information Statement • Mar 27, 2025

PROXY ORDINARY GENERAL MEETING OF SHAREHOLDERS OF 13 MAY 2025

(A copy of) this duly completed, dated and signed proxy form must be received by the Company on 7 May 2025 at the latest,

• by ordinary letter (to Belliardstraat / rue Belliard 40 box 11, 1040 Brussels); or
• by e-mail (to shareholders@aedifica.eu).

In addition, Shareholders can also use an electronic proxy by using ABN AMRO's platform (www.abnamro.com/evoting) where the shareholder can issue a proxy with voting instructions to the Company. The electronic proxy must be received by ABN AMRO Bank NV/SA no later than 7 May 2025.

Proxy forms received late or failing to comply with the required formalities will be rejected.

The undersigned (the "Principal"),

Legal entity:

Corporate name and legal form:
Seat:
Company number:
Validly represented by (name and function)1 :	1.
	2.

Natural person:

Name and first name:
Address:

Owner of __________________ registered shares (in full property / in usufruct / in bare property) ² and __________________ dematerialised shares (in full property / in usufruct / in bare property)³ of the limited liability company "AEDIFICA", a public regulated real estate company under Belgian law, with office at 1040 Brussels,

¹ In case of signature on behalf of a legal entity, please specify name, first name and title of natural person(s) and provide supporting documentation confirming representation powers. In the absence thereof, the undersigned declares and certifies to Aedifica NV/SA to have the necessary power of attorney to sign this form on behalf of the shareholder.

² Delete as appropriate.

³ Delete as appropriate.

Belliardstraat / rue Belliard 40 box 11, RLE Brussels 0877.248.501 (hereafter "Aedifica" or the "Company"), appoints hereby as special proxy holder with right of substitution:

	Name and first name: ____________
Address:	____________

(Please note that in case you appoint a member of the Board of Directors/Executive Committee of "AEDIFICA", or any employee or other person that is related to "AEDIFICA" as a special proxy holder, that person will be deemed, on the basis of the law, to have a conflict of interest for the exercise of the voting right and shall therefore only be allowed to vote when having been provided with specific voting instructions for each agenda item.)

____________________________________________________________

to whom the Principal grants all powers to represent the latter at the Ordinary General Meeting of shareholders of "AEDIFICA", to be held at hotel Hilton Brussels Grand Place, Europakruispunt 3 / Carrefour de l'Europe 3, 1000 Brussels, on 13 May 2025 at 15:00 hours (CET), to deliberate on the agenda and to vote on the Principal's behalf in accordance with the voting instructions indicated below.

In order to be admitted to the General Meeting, the proxy holders need to provide proof of their identity, and the representatives or special proxy holders of legal entities must attach to the present proxy form the supporting documents establishing their power of representation, or submit such documents at the latest directly prior to the start of the General Meeting. In the absence thereof, the undersigned declares and certifies to Aedifica NV/SA to have the necessary power of attorney to sign this form on behalf of the shareholder.

The proxy holder is expressly permitted to:

• attend the General Meeting;
• to constitute and compose the bureau of the General Meeting;
• to participate in the deliberations and to vote on each proposal on the agenda;
• to that end, to sign all items, minutes, attendance lists and other documents, to subdelegate powers and in general to take all useful or necessary steps.

If no voting instruction has been expressed, the proxy holder shall vote in favour of the resolution, or in case the Principal has deleted the foregoing phrase ("the proxy holder shall vote in favour of the resolution"), the proxy holder shall vote in the best interests of the shareholder, based on the deliberations. In case of a potential conflict of interest in the meaning of article 7:143, §4 of the Belgian Code of Companies and Associations, the proxy holder shall only be allowed to vote when having been provided with specific voting instructions for each agenda item.

In case new items or proposals for resolution are put on the agenda pursuant to article 7:130 of the Belgian Code of Companies and Associations (for more detailed information in this regard, please refer to the Company's website (https://aedifica.eu/investors/shareholder-information/), the Company will make available an updated proxy form on its website no later than 28 April 2025. In such case, the Company strongly recommends using the updated proxy form. If a proxy was provided to the Company with respect to the initial agenda and no updated proxy form would be received (in time) by the Company for the amended agenda, the following rules will apply:

• the proxies that have been validly notified to the Company before the publication of the revised agenda, remain valid for the agenda items for which they were given.
• in case the revised agenda includes one or more new proposed resolutions for items that were initially mentioned on the agenda, the proxy holder can deviate from the instructions given by the Principal if the execution of such instructions would damage the latter's interests. In that case, the proxy holder must inform the Principal thereof.
• if the revised agenda includes one or more new items (that were not mentioned in the initial agenda), the Principal must indicate in the (initial) proxy form whether or not the proxy holder is authorised to vote on these new items or whether he/she should abstain (by ticking the appropriate box below):

• the Principal gives instruction to the proxy holder to refrain from voting on the new items and the attendant proposed resolutions that would be included in the agenda of the General Meeting;
• the Principal authorises the proxy holder to vote on the new items and attendant proposed resolutions that would be included in the agenda of the General Meeting, as deemed appropriate, taking into account the Principal's interests.

If the Principal has not ticked either of these boxes or if the Principal has ticked both boxes, the proxy holder must abstain from voting on the new agenda items and the attendant proposed resolutions that would be included in the agenda of the General Meeting.

This proxy is also valid for any other General Meeting that might be convened with the same agenda. However, this only applies in so far as the Principal has complied in due time with the required participation and voting formalities for subsequent meetings.

The proxy holder shall exercise the voting right of the Principal as follows (see agenda as published in the Belgian State Gazette, De Tijd and L'Echo and on the website https://aedifica.eu/investors/shareholder-information/):

1.	Acknowledgement of the annual report.		NO VOTE REQUIRED
2.	Acknowledgement of the report of the		NO VOTE REQUIRED
	Statutory Auditor.
3.	Acknowledgement of the consolidated		NO VOTE REQUIRED
	annual accounts.
4.	Acknowledgement and approval of the	YES	NO	ABSTAIN
	statutory annual accounts closed per
	31 December 2024 and allocation of
	financial results.
	Approval distribution of a gross dividend of €3.90 per share (represented by	YES	NO	ABSTAIN
	coupon no 35).
5.	Approval of the remuneration report.	YES	NO	ABSTAIN
6.	Discharge to Mr. Serge Wibaut.	YES	NO	ABSTAIN
	Discharge to Mr. Stefaan Gielens.	YES	NO	ABSTAIN
	Discharge to Ms. Ingrid Daerden.	YES	NO	ABSTAIN
	Discharge to Mr. Sven Bogaerts.	YES	NO	ABSTAIN
	Discharge to Ms. Katrien Kesteloot.	YES	NO	ABSTAIN
	Discharge to Ms. Elisabeth May	YES	NO	ABSTAIN
	Roberti.
	Discharge to Mr. Luc Plasman.	YES	NO	ABSTAIN
	Discharge to Ms. Marleen Willekens.	YES	YES	ABSTAIN
	Discharge to Mr. Charles-Antoine van	YES	NO	ABSTAIN
	Aelst.
	Discharge to Mr. Pertti Huuskonen.	YES	NO	ABSTAIN
	Discharge to Ms. Kari Pitkin	YES	NO	ABSTAIN
	Discharge to Mr. Raoul Thomassen.	YES	NO	ABSTAIN
	Discharge to Ms. Henrike Waldburg.	YES	NO	ABSTAIN
	(former Director).
7.	Discharge to EY Bedrijfsrevisoren/	YES	NO	ABSTAIN
	Réviseurs d'Entreprises BV/SRL,
	represented by Mr. Christophe
	Boschmans.
8.	Appointment of Ernst & Young	YES	NO	ABSTAIN
	Bedrijfsrevisoren/Réviseurs
	d'Entreprises BV/SRL, represented by
	Christophe Boschmans, for the
	purposes of the assurance of sustainability information, only if
	required under the applicable
	legislation.
	Only if required under the applicable	YES	NO	ABSTAIN
	legislation, determination of the
	remuneration of the Statutory Auditor for
	the assurance of sustainability
	information at €65,000 per year
	(excluding VAT and expenses, to be
	indexed annually in view of the evolution
	of the health index); with a one-time
	additional fee in an amount of €2,500,
	covering the first-year implementation
	(excluding VAT and expenses).
9.	Proposal to renew the mandate as	YES	NO	ABSTAIN
	Director of Mr Raoul Thomassen, until
	the end of the Ordinary General Meeting
	to be held in 2028.

The mandate of Mr Raoul Thomassen as executive Director will not be separately remunerated.	YES	NO	ABSTAIN
10. Appointment of Ms Rikke Lykke as non - executive independent Director, until the end of the Ordinary General Meeting to be held in 202 8	YES	NO	ABSTAIN
Proposal to remunerate the mandate of Ms Rikke Lykke as non -executive independent Director in the same way as the other non -executive Directors within the framework of the remuneration policy.	YES	NO	ABSTAIN
11. Approval of the revised remuneration policy.	YES	NO	ABSTAIN
12. Approval to increase, as from 1 January 2025, the fixed annual remuneration of the non -executive Directors as follows:
− for the chair of the Board of Directors: from €90,000 to €142,000;	YES	NO	ABSTAIN
− for any other non -executive Director: from €35,000 to €42,000	YES	NO	ABSTAIN
13. Approval of change of control clauses in the following credit agreements and debt instruments binding the Company:
− Credit agreement between the Company and Belfius Bank NV/SA dated 9 April 2024 for a credit amount of €25 million;	YES	NO	ABSTAIN
− Credit agreement between the Company and BNP Paribas Fortis NV/SA dated 25 June 2024 for a credit amount of €30 million;	YES	NO	ABSTAIN
− Credit agreement between the Company and BNP Paribas Fortis NV/SA dated 17 July 2024 for a credit amount of €30 million;	YES	NO	ABSTAIN
− Credit agreement between the Company and KBC Bank NV/SA dated 26 September 2024 for a credit amount of €25 million;	YES	NO	ABSTAIN
− Credit agreement between the Company and Stichting Pensioenfonds Zorg en Welzijn (PGGM) dated 22 October 2024 for a credit amount of €50 million;	YES	NO	ABSTAIN
− Credit agreement between the Company and Triodos Bank dated 14 November 2024 for a credit amount of €20 million	YES	NO	ABSTAIN
− Credit agreement between the Company and Société Générale dated 23 December 2024 for a credit amount of €50 million;	YES	NO	ABSTAIN

− Credit agreement between the Company and Belfius Bank NV/SA dated 24 December 2024 for a credit amount of €50 million;	YES	NO	ABSTAIN
− Two credit agreements between the Company and ING Belgium NV/SA dated 31 December 2024 for a credit amount of €25 million each;	YES	NO	ABSTAIN
− Credit agreement between the Company and ABN AMRO Bank N.V. dated 14 February 2025 for a credit amount of €70 million.	YES	NO	ABSTAIN

Done at , on 2025.

For the Principal,

Signed4

________	________
(Signature)	(Signature)
Name and first name:………………………………………	Name and first name:……………….……………………….
Function:……………………………………………………	Function:……………………………………………………

If signing on behalf of a legal entity, please indicate the first name, name and position of the natural person(s) and provide documentation showing their authority to represent the legal entity. Failing this, the undersigned declares to Aedifica NV/SA that he/she has full power of attorney to sign this form on behalf of the shareholder.

Shareholders who wish to be represented at the Ordinary General Meeting by a proxy holder have to comply with the procedure relating to registration and notification of participation as described in the convocation notice and attach the requested documents as annexes to this form.

⁴ Signature to be preceded by the handwritten text "good for proxy".