Aedifica SA

Regulatory Filings • May 13, 2025

SUBJECT TO CERTAIN EXCEPTIONS, THIS DOCUMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISCLOSURE OTHERWISE, WHETHER DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SWITZERLAND, SOUTH AFRICA, THE UNITED KINGDOM OR ANY OTHER STATE OR JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE LAWS OF THAT JURISDICTION OR WOULD REQUIRE ADDITIONAL DOCUMENTS TO BE COMPLETED OR REGISTERED, OR REQUIRE ANY MEASURE TO BE UNDERTAKEN IN ADDITION TO THE REQUIREMENTS UNDER BELGIAN LAW.

THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER, OR ANY SOLICITATION OF ANY OFFER, TO BUY OR SUBSCRIBE FOR ANY SECURITIES IN AEDIFICA OR COFINIMMO.

ANY OFFER WILL BE MADE ONLY IN COMPLIANCE WITH THE BELGIAN TAKEOVER ACT AND THE BELGIAN TAKEOVER DECREE (EACH AS DEFINED HEREIN), AND BY MEANS OF A PROSPECTUS TO BE APPROVED BY THE FSMA PURSUANT TO THE TAKEOVER DECREE AND SUBJECT TO THE TERMS AND CONDITIONS TO BE SET OUT THEREIN.

AEDIFICA

Public limited liability company Public regulated real estate company under Belgian law Rue Belliard 40 (box 11), 1040 Brussels 0877.248.501 (RLE Brussels) (the "Company")

IMPORTANT NOTICE

This document and the information it contains are provided to you in accordance with the requirements of Belgian law and only in your capacity as a shareholder of Aedifica for the purpose of exercising your voting rights in Aedifica and in no other capacity, and may not be used or relied upon for any other purpose or for any other decision, including an investment decision to acquire, buy, subscribe for, sell or exchange securities (or any offer or solicitation of an offer to do so).

This document does not constitute an offer to acquire, buy, subscribe for, sell or exchange securities (or the solicitation of an offer to acquire, buy, subscribe for, sell or exchange securities) in or from the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Switzerland, South Africa, the United Kingdom or any other jurisdiction where it would constitute a violation of the laws of such jurisdiction, and no such offer (or solicitation) may be made in any such jurisdiction. Any failure to comply with this restriction may constitute a violation of US, Australian, Canadian, Hong Kong, Japanese, South African, Swiss, UK, New Zealand or other applicable securities law. Any persons reading this announcement should inform themselves of and observe any such restrictions.

The securities discussed herein have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act") or the securities laws of any state of the United States, and may not be offered, sold or delivered, directly or indirectly, in or into the United States without registration, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable state and other securities laws of the United States. There will be no public offering of securities in the United States.

In the United Kingdom, this document is being communicated only to persons who are (i) existing members or creditors of Aedifica or other persons falling within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order"), or (ii) any other person to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000, as amended) may otherwise lawfully be communicated or caused to be communicated.

This document and the information contained herein are intended solely for the recipient of this document and the publication, distribution, transmission, forwarding or transmission of this document or the information contained herein to any other person may violate the US Securities Act or other applicable laws.

The Exchange Offer (as defined and as further described herein), if and when made, will be made for all of the issued and outstanding shares of Cofinimmo, which is a public regulated real estate company in the form of a public limited liability company under Belgian law, and will be subject to Belgian disclosure and procedural requirements. The Exchange Offer will be made to Cofinimmo shareholders in the United States in compliance with the applicable US tender offer rules under the US Securities Exchange Act of 1934, as amended (the "US Exchange Act"), and otherwise in accordance with the requirements of Belgian law. Accordingly, the Exchange Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, the proposed timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer law and practice. The financial information included in this document or to be included in the prospectus for the Exchange Offer has been prepared in accordance with (EU) IFRS, and will not have been prepared in accordance with US GAAP, or derived therefrom, and may therefore differ from, and not be comparable with, financial information of US companies.

Aedifica and Cofinimmo and their respective affiliates or brokers (acting as agents for Aedifica, Cofinimmo or their affiliates, as applicable) may from time to time, and other than pursuant to the Exchange Offer, directly or indirectly, purchase, or arrange to purchase outside the United States, shares in Cofinimmo or any securities that are convertible into, exchangeable for or exercisable for such shares before or during the period in which the Exchange Offer remains open for acceptance, to the extent permitted by, and in compliance with, Rule 14e-5 under the US Exchange Act. Any such purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. To the extent required in Belgium, any information about such purchases will be made public in Belgium in the manner required by Belgian law. To the extent information about such purchases or arrangements to purchase is made public in Belgium, such information will be disclosed by means of a press release or other means reasonably calculated to inform persons in the United States of such information. In addition, affiliates of the financial adviser to Aedifica may engage in ordinary course trading activities in securities of Cofinimmo, which may include purchases or arrangements to purchase such securities.

Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved of the Exchange Offer, passed upon the merits or fairness of the Exchange Offer, or determined if this document, the prospectus or other Exchange Offer documents are accurate or complete. Any representation to the contrary is a criminal offence in the United States.

The Exchange Offer, if consummated, may have consequences under US federal income tax and applicable US state and local, as well as non-US, tax laws for Cofinimmo shareholders. Each Cofinimmo shareholder is urged to consult his or her independent professional adviser regarding the tax consequences of the Exchange Offer.

It may not be possible for Cofinimmo shareholders in the United States to effect service of process within the United States upon Aedifica, Cofinimmo, or their respective officers or directors, some or all of which may reside outside the United States, or to enforce against any of them judgments of the United States courts predicated upon the civil liability provisions of the federal securities laws of the United States or other US law. It may not be possible to bring an action against Aedifica, Cofinimmo, or their respective officers or directors (as applicable), in a non-US court for violations of US law, including the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement. In addition, it may be difficult to enforce in Belgium original actions, or actions for the enforcement of judgments of US courts, based on the civil liability provisions of the US federal securities laws.

The securities mentioned herein may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act ("FinSA") (unless in circumstances falling within article 36 of the FinSA), and no application has been made or will be made to admit the securities to trading on any trading venue (i.e., exchange or multilateral trading facility) in Switzerland. Neither this document nor the prospectus or any other offering or marketing material relating to the Exchange Offer or the securities constitutes a prospectus within the meaning of the FinSA, and neither this document nor the prospectus or any other offering or marketing material relating to the Exchange Offer or the securities may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor the prospectus or any other offering or marketing material relating to the Exchange Offer or the securities has been or will be filed with or approved by any Swiss regulatory authority. In particular, the prospectus will not be reviewed or approved by a Swiss reviewing body (Prüfstelle) pursuant to article 51 of the FinSA and does not comply with the disclosure requirements applicable to a prospectus within the meaning of article 35 of the FinSA.

CONVOCATION OF EXTRAORDINARY GENERAL MEETING – 12 JUNE 2025

The board of directors of the Company has the honor to invite the shareholders to participate in an extraordinary general meeting of shareholders of the Company to be held on 12 June 2025 at 2:30 p.m. at The Dominican, Leopoldstraat 9, 1000 Brussels (the "EGM").

The EGM will only be able to validly deliberate on the agenda and proposed resolutions if at least half of the capital is present or represented at this meeting. If this attendance quorum is not reached, a new extraordinary general meeting of shareholders will be convened to be held on 30 June 2025 at 10:00 a.m. at the location to be indicated in the convocation notice, with the same agenda and proposals for resolution. This second extraordinary general meeting of shareholders will be able to validly deliberate and decide regardless of the proportion of capital present or represented at that meeting.

AGENDA EXTRAORDINARY GENERAL MEETING

1. REPORTS PURSUANT TO ARTICLES 7:179 IO 7:197 BCAC AND ARTICLE 26 SIR LAW

Acknowledgment and discussion of:

• 1.1. the report of the board of directors of the Company on the proposed capital increase through contribution in kind referred to under agenda item 2, in which the board of directors justifies in accordance with articles 7:179, §1, first paragraph io 7:197, §1, first paragraph of the Belgian Companies and Associations Code (the "BCAC") why the contribution is in the interest of the Company, describes each contribution in kind, justifies the valuation of each contribution in kind, indicates the remuneration provided as consideration for the contribution, justifies the issue price and describes the impact of the transaction on the equity and membership rights of the existing shareholders, as well as, in accordance with article 26, §2 of the law of 12 May 2014 on regulated real estate companies (the "SIR Law"), states the identity of the contributors and impact of the proposed contribution on the situation of the existing shareholders, in particular as regards their share in profits, in net worth per share and in capital, as well as the impact in terms of voting rights (the "Report of the Board of Directors"). The Report of the Board of Directors has been approved by the FSMA on 7 May 2025; and
• 1.2. the statutory auditor's report on the proposed capital increase through contribution in kind referred to under agenda item 2, in which the statutory auditor assesses, in accordance with articles 7:179, §1, second paragraph io 7:197, §1, second paragraph BCAC assesses whether the financial and accounting information contained in the Report of the Board of Directors is true and fair in all material respects and sufficient to inform the reader thereof and in which it examines the valuation applied by the board of directors in its report and the valuation methods used for that purpose and

indicates whether the valuations to which the valuation methods applied by the board of directors in its report correspond at least to the number and fractional value and, where appropriate, the share premium of the shares to be issued in exchange for the contribution (the "Report of the Statutory Auditor").

Since this is a mere acknowledgment, no proposal of resolution is included.

2. IN THE FRAMEWORK OF THE VOLUNTARY AND CONDITIONAL PUBLIC EXCHANGE OFFER, DECISION TO INCREASE THE CAPITAL THROUGH CONTRIBUTION IN KIND OF SHARES OF THE COMPANY COFINIMMO SA

Preliminary explanation:

On the 1st of May 2025, the Company announced its intention to launch a voluntary and conditional public exchange offer on all the voting securities of Cofinimmo SA the "Cofinimmo Shares"), a public regulated real estate company under the form of a public limited liability company under Belgian law, with its registered office at Tervurenlaan 270, 1150 Sint-Pieters-Woluwe (Belgium) and registered with the Crossroads Bank for Enterprises under number 0426.184.049 (RLE Brussels) (hereinafter "Cofinimmo").

Following approval of the proposed Capital Increase (as defined below) by the EGM convened hereby, the Company's board of directors will approve on or shortly after 12 June 2025 the effective launch of the voluntary and conditional public exchange offer on all Cofinimmo shares (the "Exchange Offer"), and the Company will then, shortly thereafter, formally submit its offer in accordance with article 5 of the Royal Decree of 27 April 27 2007 on public takeover bids (the "Takeover Decree") to the FSMA. The Exchange Offer will be subject to the conditions that will be indicated in the notification. The Exchange Offer will relate to all 38,096,217 shares, being the number of shares issued by Cofinimmo (with coupon no. 41 et seq. attached) in exchange for up to 44,191,612 new shares of the Company (the "New Shares").

With respect to shareholders of Cofinimmo ("Cofinimmo Shareholders") outside the member states of the European Economic Area, applicable securities laws may affect the offer, sale and delivery of the New Shares pursuant to the Exchange Offer, including:

• (i) In the United States:

  • a. only US Cofinimmo Shareholders who have validly tendered their Cofinimmo Shares in the Exchange Offer and who qualify as "qualified institutional buyers" (as defined in Rule 144A under the US Securities Act) and who have timely delivered to the Company a satisfactory US Investor Letter confirming their status as "qualified institutional buyers" (as defined in Rule 144A under the US Securities Act) and related matters and have agreed to certain transfer restrictions applicable to the New Shares in respect of US QIBs as described in the US Investor Letter (the "US QIBs"), are entitled to receive New Shares as consideration under the terms of the Exchange Offer. The New Shares to which such persons are entitled will be made available pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. There will be no public offering of securities in the United States. The Company reserves the right to reject any US Investor Letter delivered to it which it deems unsatisfactory in its sole discretion.
  • b. to US Cofinimmo Shareholders who have validly tendered their Cofinimmo Shares in the Exchange Offer, but who do not qualify as US QIBs (or who have not timely provided the Company with a satisfactory US Investor Letter as described above) (the "US Non-QIBs"), the New Shares to which such persons would be entitled as consideration under the terms of the Exchange Offer will not be delivered but such New Shares will instead be expected to be sold in market transactions outside the United States pursuant to a Dribbling Out (or alternatively - depending on volume – Vendor Placement) (both as defined below), which will occur as soon as reasonably practicable after the payment date for each acceptance period of the Exchange Offer, in which case such US Non-QIBs will receive a pro rata share of the net cash proceeds of such sale after deducting applicable fees and expenses.

• (ii) to Cofinimmo Shareholders resident or located in the United Kingdom who have validly tendered their Cofinimmo Shares in the Exchange Offer, the New Shares will be offered, sold and delivered as consideration under the terms of the Exchange Offer, subject to and in accordance with applicable local securities laws, including assimilated Regulation (EU) 2017/1129 as it forms part of UK domestic legislation (the "UK Prospectus Regulation"), the Financial Services and Markets Act 2000 (as amended, "FSMA 2000"), and the Financial Promotion Order.

• (iii) only Cofinimmo Shareholders in Switzerland who have validly tendered their Cofinimmo Shares in the Exchange Offer and who qualify as "professional clients" as defined in article 4 of the FinSA ("Swiss QIBs") will be entitled to participate in the Exchange Offer, accordance with the prospectus exemption provided for in article 36 FinSA.

The Exchange Offer will not be made in or into, and cannot be accepted in or from, Australia, Canada, Hong Kong, Japan, South Africa, New Zealand, or any other jurisdiction where to do so would constitute a violation of the laws of that jurisdiction.

The offering will be effective as of the opening date of the acceptance period as it will be mentioned in the prospectus which, after approval by the FSMA, will be made available to the public in accordance with the applicable rules, and subject to the conditions specified therein.

Proposal of resolution:

Decision of the EGM to increase, in pursuance of the Exchange Offer, the capital of the Company through contribution in kind in the Company of Cofinimmo Shares (the "Capital Increase").

The EGM decides that the Capital Increase will take place according to the following modalities:

• 2.1. The New Shares will be offered for public subscription against contribution in kind of Cofinimmo Shares, according to the exchange ratio whereby 1 Cofinimmo Share (with coupon no. 41 et seq. attached) entitles to 1.16 New Shares of the Company (the "Exchange Ratio").
• 2.2. The maximum number of New Shares that can be issued in the context of the Capital Increase is 44,191,612, which is obtained by multiplying all Cofinimmo Shares issued by Cofinimmo, being 38,096,217, by the Exchange Ratio and rounded up to the nearest whole number.
• 2.3. The issue price of the New Shares is set at EUR 73.96 (rounded to two decimal places for readability reasons), as described in the Report of the Board of Directors, referred to under agenda item 1.1 (the "Issue Price").
• 2.4. Taking into account the maximum number of New Shares that may be issued in connection with the Capital Increase (as determined under agenda item 2.2) and the Issue Price (as determined under agenda item 2.3), the aggregate maximum issue price of the New Shares to be issued in connection with the Capital Increase is EUR 3,268,309,146.32, whereby:
  • a. the (total) amount of the Capital Increase (excluding share premium) will be equal to the number of New Shares to be effectively issued multiplied by the (exact) fractional value of the existing shares (i.e. for readability reasons, rounded up, EUR 26.39 per share), with the result of this calculation subsequently rounded up to the euro cent; and
  • b. taking into account the above, the maximum amount of the Capital Increase (excluding share premium) will thus amount to EUR 1,166,118,703.41.
• 2.5. The capital representative value of all (new and then existing) shares of the Company upon the issuance of the New Shares will be equalized.

• 2.6. The difference between the fractional value and the Issue Price (as determined and further described in agenda items 2.3 and 2.4) of the New Shares to be issued in connection with the Capital Increase will be recorded as an available share premium in one or more separate "Available Share Premiums" accounts, under equity on the liabilities side of the Company's balance sheet.

• 2.7. The New Shares to be issued by the Company in execution of the Capital Increase by contribution in kind will be common shares and enjoy the same rights as the existing shares, will share in the Company's results from 1 January 2025 and will be issued with coupon no. 36 and following attached.

• 2.8. The admission to trading of the New Shares to be issued in the context of the Capital Increase (subject to the condition precedent of the realization of the Capital Increase and, if applicable, in one or more tranches pursuant to what is provided in agenda item 2.10) on the regulated markets of Euronext Brussels and Euronext Amsterdam shall be applied for by the Company.
• 2.9. Any fractions of New Shares that would need to be issued on the basis of the Exchange Ratio to a particular Cofinimmo Shareholder (i.e., a holder of Cofinimmo Shares who, in exchange for his/her Cofinimmo Shares, should receive a number of New Shares that does not consist merely of a natural number and therefore partly of a fraction of a New Share) who tenders in the (initial) Exchange Offer or on any voluntary and/or mandatory reopenings of the Exchange Offer (including pursuant to the application of article 35 and/or articles 42 and 43 of the Takeover Decree or as required by applicable US tender offer rules under the US Exchange Act ("Voluntary and/or Mandatory Reopening(s)") (the "Fractions of New Shares"), will not be delivered as such to the relevant Cofinimmo Shareholder, but will, together with any New Shares that would have been payable to US Non-QIBs pursuant to their contribution of Cofinimmo Shares in the Exchange Offer, be offered and sold by banks yet to be appointed by the Company by a sale through the central order book of Euronext Brussels and Euronext Amsterdam during trading days (a "Dribbling Out") as soon as reasonably practicable after the payment date for each acceptance period of the Exchange Offer, and as a result of which any Cofinimmo Shareholders who would otherwise have received Fractions of New Shares, and any US Non-QIBs who would otherwise have received New Shares, will receive a pro rata portion of the net cash proceeds of such sales after deducting applicable fees and expenses. Alternatively, if the volume of New Shares would be too large for a Dribbling Out, this will be done through private placement transactions outside the United States through a centralized sale process (a "Vendor Placement"), in each case in one or more tranches as soon as reasonably practicable after the payment date for each Exchange Offer acceptance period. Cofinimmo Shareholders who will contribute their Cofinimmo Shares in the Exchange Offer but may not receive New Shares (i.e. US Non-QIBs) or are only entitled to Fractions of New Shares, shall appoint the Company as their representative in accordance with the terms of the acceptance form by which they confirm the contribution of their Cofinimmo Shares to the Exchange Offer, so that the Company may, in the name and for the account of each such Cofinimmo Shareholder, sell his/her (if applicable, Fractions of) New Shares by means of a Dribbling Out cq. Vendor Placement.

For more information on the modalities of the Dribbling Out and/or Vendor Placement, please refer to the Report of the Board of Directors referred to under agenda item 1.1.

2.10. As the Cofinimmo Shareholders have the free choice, within the framework of the Exchange Offer and any Voluntary and/or Mandatory Reopening(s), to choose whether to tender in the Exchange Offer or any Voluntary and/or Mandatory Reopening(s) and whether to contribute their Cofinimmo Shares to the Company in kind, it cannot be estimated exactly how many New Shares will be issued and exactly how much the (total) amount of the Capital Increase (excluding share premium) will be, and consequently it is decided that if the issue is not fully placed, the Company reserves the right (in application of article 7:181 of the BCAC) to increase the capital only by the amount of the capital value of the subscriptions effectively placed (i.e., the capital value of the New Shares to be effectively issued) and, within this, to determine and execute the Capital Increase in one or more tranches in accordance with article 7: 186 of the BCAC, depending on the number of Cofinimmo Shareholders tendering in the (initial) Exchange Offer or in any Voluntary and/or Mandatory Reopening(s).

This decision approving the Capital Increase is made under the suspensive condition of:

• i. obtaining all required approvals by any competent public authority; and
• ii. the realization of, or waiver of, the conditions precedent to which the Exchange Offer itself is subject, as set forth in the Report of the Board of Directors referred to under agenda item 1.1 and more generally the success of the Exchange Offer.

3. POWERS RELATING TO THE CAPITAL INCREASE

Proposal of resolution:

The EGM decides to grant all powers to any two directors of the Company, present or future, acting together and with the right of substitution, in order to perform all necessary or useful actions to ensure the execution, in all its aspects, of the decision taken under agenda item 2, including the power to amend or complete it without the possibility of deviating therefrom, including:

• 3.1. the realization of, or waiver of, the fulfillment of the condition precedent of the resolution approving the Capital Increase through contribution in kind referred to under agenda item 2;
• 3.2. to have the result of the Exchange Offer, the number of New Shares to be issued, their full subscription, the corresponding realization of the Capital Increase and the subsequent amendments to the articles of association, notarized and executed in one or more tranches in accordance with article 7:186 of the BCAC, based on the number of Cofinimmo Shareholders tendering in the (initial) Exchange Offer or in any Voluntary and/or Mandatory Reopening(s);
• 3.3. approve the application(s) for admission to trading of the New Shares on the regulated markets of Euronext Brussels and Euronext Amsterdam, and approve and cause to be published all press releases and other documents related to the Capital Increase;
• 3.4. establish and/or modify any other modalities of the Exchange Offer that are not required by law to be established by this EGM.

4. AMENDMENT TO THE ARTICLES OF ASSOCIATION

Proposal of resolution:

The EGM decides, subject to the condition precedent that the Capital Increase referred to under agenda item 2 is realized in one or more tranches (in accordance with article 7:186 of the BCAC), to amend the Company's articles of association as follows, both in the Dutch and French language versions:

In Article 6 - Capital, the current text of the first and second sentences of article 6.1 - Subscribed and paid-up capital shall be replaced with the following text (free English translation):

"The capital amounts to [TO BE ADDED] euros and [TO BE ADDED] eurocents (€ [TO BE ADDED]). It is represented by [TO BE ADDED] ([TO BE ADDED]) shares without indication of nominal value, each representing one/[TO BE ADDED]th ([TO BE ADDED]) of the capital."

The amounts designated as "[TO BE ADDED]" will be determined by the Company's board of directors at the time of determining the realization of the Capital Increase, whenever required in the context of the realization in one or more tranches of the Capital Increase according to the results of the initial Exchange Offer and/or the Voluntary and/or Mandatory Reopening(s).

5. POWERS

Proposal of resolution:

The EGM decides to grant all powers to any two directors of the Company, present or future, acting together and with the right of substitution, in order to perform all necessary or useful acts to ensure the implementation, in all its aspects, of the resolutions passed under agenda items 2, 3 and 4.

The EGM decides to grant all powers to notary Catherine Gillardin for the submission and publication of this document, the coordination of the articles of association following the resolutions passed as well as the fulfillment of all formalities to be carried out in the context of the resolutions passed, with possibility of delegation.

INFORMATION TO THE SHAREHOLDERS

I. APPROVAL OF THE PROPOSALS ON THE AGENDA

It is specified that in order to be adopted, the proposals for resolution listed on the agenda of the EGM require a quorum of at least half of the existing shares and a majority of at least three-fourths of the votes cast, with abstentions being counted neither in the numerator nor in the denominator.

II. AMENDMENTS TO THE AGENDA

Shareholders who alone or jointly hold at least 3% of the capital may request to have items added to the agenda of the EGM and submit proposals for resolution with respect to the items included or to be included on the agenda. The text of the items to be added to the agenda and related proposed resolutions and/or the text of the additional/alternative proposed resolutions to be added on the agenda must reach the Company no later than 21 May 2025 by ordinary mail (to the Company's registered office: Rue Belliard 40 box 11, 1040 Brussels), or by e-mail (to:shareholders@aedifica.eu ).

If applicable, the Company will publish an updated agenda and proxy form on its website no later than 28 May 2025.

For more information on the aforementioned rights and how they are exercised, as well as the impact of amendments to the agenda on proxy forms already received, please refer to the Company's website (https://aedifica.eu/transactions-2025/).

III. ELIGIBILITY REQUIREMENTS

Shareholders wishing to participate and vote at the EGM or to be represented at it must comply with the following two conditions, in accordance with article 20 of the articles of association:

1. Registration of registered shares

On the basis of the evidence submitted in accordance with the registration procedure described below, the Company must be able to establish that on 29 May 2025, at midnight (Belgian time) (the "record date"), the shareholder held the number of shares in respect of which he/she intends to participate or be represented at the EGM. Only persons who are shareholders on the record date are entitled to participate and vote, or be represented, at the EGM, regardless of the number of shares they hold on the day of the EGM.

The registration process is as follows:

For holders of registered shares, the registration of the number of shares for which they intend to participate in the EGM in the Company's share register on the record date is sufficient. However, if the holders of registered shares wish to participate in the EGM with fewer shares than registered in the Company's share register, they may indicate this in the notification referred to in section III.2 below.

Holders of dematerialized shares must request a certificate from their authorized account holder(s) or settlement institution holding the account(s) on which their dematerialized shares are registered. This attestation must show that the number of shares for which they intend to participate in the EGM are registered in their account(s) on the record date.

2. Notification of participation in the EGM

In addition, holders of registered and dematerialized shares who intend to participate in or be represented at the EGM must notify their intention to do so no later than 6 June 2025 as follows:

• by ordinary mail to the Company (Rue Belliard 40 box 11, 1040 Brussels); or

• by e-mail to the Company (shareholders@aedifica.eu ); or

• electronically to ABN AMRO Bank N.V. via www.abnamro.com/evoting (in the case of dematerialized shares with the intervention of a financial intermediary at the shareholder's instruction – via www.abnamro.com/intermediary ).

Holders of dematerialized shares should enclose the attestation referred to in section III.1 with the notification. In case of electronic notification to ABN AMRO Bank N.V., the authorized account holder or settlement institution should provide such attestation electronically via www.abnamro.com/intermediary . In that case, authorized account holders and settlement institutions are requested to provide the full address details of the relevant beneficial owners in order to efficiently verify share ownership on the record date.

IV. PARTICIPATION

1. Proxy

Any shareholder who has complied with the procedure described above in section III. regarding registration and notification of participation may be represented at the EGM by a proxy. Except in the cases provided for in article 7:143, §1, second paragraph of the BCAC, a shareholder may designate only one person as proxy. When appointing a proxy, the proxy form made available on the Company's website (https://aedifica.eu/transactions-2025/) must be used. (A copy of) the signed proxy form must reach the Company by ordinary mail (to Rue Belliard 40 box 11, 1040 Brussels), or by e-mail (to shareholders@aedifica.eu) no later than 6 June 2025.

In addition, an electronic proxy is available to shareholders who have registered electronically, using ABN AMRO's platform (www.abnamro.com/evoting ) where the shareholder can issue a proxy with voting instructions to the Company via an electronic form. The electronic proxy must be received by ABN AMRO Bank N.V. no later than 6 June 2025.

Any appointment of a proxy must be made in accordance with the relevant Belgian legislation, in particular with regard to conflicts of interest and the keeping of a register.

2. Physical presence

Provided that shareholders or proxyholders prove their identity, and representatives of legal entities submit the documents evidencing their identity and their authority to represent, at the latest immediately before the start of the EGM, they may participate in person in the EGM at the location where it is held. Failing this, participation in the EGM may be refused.

V. (WRITTEN) QUESTIONS

The shareholders may address written questions (i) regarding the Report of the Board of Directors and the agenda items of this EGM respectively (ii) regarding the Report of the Statutory Auditor to the directors and the statutory auditor respectively. These questions must reach the Company no later than 6 June 2025 by ordinary mail (to the Company's registered office: Rue Belliard 40 box 11, 1040 Brussels), or by e-mail (to: shareholders@aedifica.eu ). More detailed information on this right, and more generally, the shareholders' right to ask questions (during the EGM), can be found on the Company's website: https://aedifica.eu/transactions-2025/.

VI. PROVISION OF DOCUMENTS

All documents relating to the EGM, which by law, must be made available to the shareholders, can be obtained by the shareholders as from today on working days, during normal business hours, at the Company's registered office (Rue Belliard 40 box 11, 1040 Brussels). This information is also available at https://aedifica.eu/transactions-2025/ and on ABN AMRO's platform (www.abnamro.com/evoting ).

VII. DATA PROTECTION

The Company shall be responsible for processing personal data received from security holders and proxy holders in the framework of the EGM in accordance with applicable data protection laws. The processing of such personal

data will take place on the basis of the necessity for the performance of the company agreement or a legal obligation resting on the Company, whichever basis applies. The processing will take place for the analysis and management of the attendance and voting process in relation to the EGM and in accordance with applicable law and the Company's privacy policy. This personal data will be transferred to ABN AMRO Bank N.V. and its partners for the purpose of assisting in the setting up of the EGM, the management of the attendance and voting procedure, and for analyzing the composition of the participants in the EGM. Personal data will be kept for no longer than necessary in light of the aforementioned purpose and will consequently be deleted in accordance with the Company's privacy policy.

Security holders and proxy holders can find the Company's privacy policy on the Company's website. This privacy policy contains detailed information regarding the processing of personal data of security holders and proxy holders, among others. Security holders and proxy holders have the right to access, correct or delete their personal data, restrict processing, object to processing and the right to data portability, to the extent they have these rights under applicable law, as well as the right to lodge a complaint with the competent data protection authority.

Security holders and proxy holders may assert their rights with respect to their personal data provided to the Company by contacting the Company's Compliance Officer via dataprotection@aedifica.eu

The board of directors