Care Property Invest NV/SA

Proxy Solicitation & Information Statement • Jun 6, 2025

Free translation. The Dutch version prevails in case of discrepancies.

Proxy Extraordinary General Meeting

CARE PROPERTY INVEST

Public limited liability company (société anonyme/naamloze vennootschap), Public Regulated Real Estate Company (Société Immobilière Réglémentée (SIR) / Gereglementeerde Vastgoedvennootschap (GVV)) under Belgian Law Registered Office: 3 Horstebaan, 2900 Schoten Companies Registration No. 0456.378.070 (LPR Antwerp, section Antwerp) (the 'Company')

Proxy to represent a shareholder at the extraordinary general meeting of shareholders of 26 June 2025 ('EGM II') that shall be held at the registered office at Horstebaan 3, 2900 Schoten

The undersigned1 :
	______________ [name],
	Residing at _______________
	__________________ [address]
[OR]
	______________ [name],
	________________ [legal form],
	With registered office at _______________
	________________ ______________ [place],
	registered in the register of legal entities with no __________
[enterprise number], validly represented by
	______________ [name and capacity]
	and _______________ [name and capacity]
	Owner of _____ [number] shares of the public limited liability company Care Property

¹ If the signature is done on behalf of a legal entity, please state the first and last name and position of the natural person and provide documentation showing the power of representation. Failing this, the undersigned declares to have given the Company full power of attorney to sign this form on behalf of the shareholder

Building a Caring Future Together

Invest, public regulated real estate company under Belgian law, with registered office at 2900 Schoten, Horstebaan 3, registered in the register of legal entities of Antwerp with no. 0456.378.070.

Hereby grants a special proxy to2:

	______________ [name],
	Residing at _________________
	__________________ [address]
[OR]	______________ [name],
	________________ [legal form],
	With registered office at ________________
	__________ [place], registered in the register of
	legal entities under no__________ [enterprise number], validly represented by
	______________ [name and capacity]
	and _______________ [name and capacity]

To represent him/her at the extraordinary general meeting of Care Property Invest that will be held at the registered office of the Company on 26 June at 10 a.m.:

This extraordinary general meeting has the following agenda:

• 1. Acknowledgement of the special report of the board of directors prepared in accordance with article 7:199 of the Belgian Code of Companies and Associations with regard to the renewal of the authorization regarding the authorized capital, setting out the special circumstances in which the authorized capital may be used and the objectives pursued in this regard. Since this is a mere acknowledgement, this agenda item does not require a resolution by the general meeting.
• 1. Proposal to renew and replace the existing authorization regarding the authorized capital, subject to prior approval by the FSMA, with a new authorization for the board of directors to increase the capital in one or more transactions under the conditions set out in the special report of the board of directors mentioned under agenda item 1, and to amend Article 7 of the Articles of Association ('Authorized Capital') accordingly in line with the resolution taken.

² Proxies returned to the Company without indicating a proxy holder shall be considered as being addressed to the Chairman of the meeting. In order to be valid, proxies must contain specific voting instructions for each topic included in the agenda. In the absence if specific voting instructions, the proxy holder will be considered having a conflict of interest and will not take part in the vote.

Proposal to authorize the board of directors to increase the capital, on the dates and according to the modalities determined by the board of directors, in one or more transactions up to a maximum amount of:

• 1) 50% of the amount of the capital on the date of the extraordinary general meeting of 28 May [or, in the case of a carens meeting, 26 June] 2025, rounded down if necessary to the nearest euro cent, for capital increases through cash contributions where shareholders of the Company are granted the statutory preferential subscription right or the irreducible allocation right,
• 2) 20% of the amount of the capital on the date of the extraordinary general meeting of 28 May [or, in the case of a carens meeting, 26 June] 2025, rounded down if necessary to the nearest euro cent, for capital increases in the context of the distribution of an optional dividend, and
• 3) 10% of the amount of the capital on the date of the extraordinary general meeting of 28 May [or, in the case of a carens meeting, 26 June] 2025, rounded down if necessary to the nearest euro cent, for a. capital increases through contributions in kind, b. capital increases through cash contributions without the possibility of exercising the preferential subscription right or the irreducible allocation right by the Company's shareholders, or c. any other form of capital increase,

provided that the capital within the context of the authorized capital can never be increased by an amount higher than the capital on the date of the extraordinary general meeting that approved the authorization (in other words, the total sum of capital increases under the proposed authorizations cannot exceed the amount of the capital as of the date of the extraordinary general meeting that approved the authorization).

These proposed authorizations will be granted for a period of five years from the publication of the resolution of the extraordinary general meeting approving the proposed authorizations in the annexes of the Belgian Official Gazette. From that date, the existing authorizations granted by the extraordinary general meeting of 26 April 2023 will expire and be replaced by the proposed authorizations. For the avoidance of doubt, if the proposed authorizations are not approved, the existing authorizations will remain in force.

Proposed resolution:

'The extraordinary general meeting resolves to approve the renewal of the authorization of the board of directors regarding the authorized capital as proposed by the board of directors in its special report in accordance with Article 7:199 of the BCCA and to amend Article 7 of the Articles of Association ('Authorized Capital') accordingly.'

1. Proposal to renew and replace the authorization for the board of directors regarding the acquisition, disposal, and pledge of own shares, subject to prior approval by the FSMA, for a renewable period of five (5) years from the publication in the annexes of the Belgian Official Gazette of the decision by the extraordinary general meeting, with a maximum of 10% of the total number of issued shares and at a unit price that shall not be lower than ninety percent (90%) of the average share price over the last thirty (30) days of trading on the regulated market of Euronext Brussels, nor higher than one hundred and ten percent (110%) of the average share price over the last thirty (30) days of trading, or a maximum increase or decrease of ten percent (10%) compared to the aforementioned average price, and to amend Article 14 of the Articles of Association ('Acquisition of own shares') accordingly.

Proposed resolution:

'The extraordinary general meeting resolves to approve the renewal of the authorization to the board of directors regarding the acquisition, disposal, and pledge of own shares and to amend Article 14 of the Articles of Association ('Acquisition of own shares') accordingly in line with the decision taken.'

Care Property Invest nv/SA Horstebaan 3 2900 Schoten

T +32 3 222 94 94 E info@carepropertyinvest.be W carepropertyinvest.be

Belfius BE27 0919 0962 6873 BE 0456 378 070 - LPR Antwerp Public RREC under Belgian law

Building a Caring Future Together

If this proposal for authorization to the board of directors and the related amendment to the Articles of Association are not approved by the general meeting, the existing authorization as approved on 15 June 2020 will remain valid.

1. Special power of attorney

Proposed resolution :

'The extraordinary general meeting resolves to grant power of attorney to:

• a) Two directors of the Company, acting jointly, with power of substitution, to perform all acts necessary or useful for the execution of the decisions taken by this extraordinary general meeting on behalf of the Company;
• b) The instrumenting notary, with all powers to deposit and publish the deed, as well as to coordinate the Articles of Association in accordance with the decisions taken;
• c) Mr. Willem Van Gaver, Mr. Jan Van Beers and Ms. Nathalie Byl, each acting individually and with the power of substitution, to perform all necessary actions for the publication of the decision of the general meeting in the annexes of the Belgian Official Gazette and the modification of the Company's registration in the Crossroads Bank for Enterprises, and to represent the Company in this regard before the Crossroads Bank for Enterprises, a recognized business counter, and the registry of the Business Court, and to this end, to do all that is necessary and sign all required forms and documents.'

****

The undersigned hereby gives instructions to the proxy holder to vote at the Company's EGM on the aforementioned agenda items as follows (please tick the choice made):

AGENDA ITEM		ACCEPT	REJECT	ABSTAIN
1.	Acknowledgement of the special report of the board of directors	-	-	-
2.	Resolution to renew the authorization of the BoD regarding the authorized capital
3.	Resolution to renew the authorization of the BoD regarding the acquisition, disposal, and pledge of own shares
4.	Special powers of attorney

(*) Any proposal to amend the articles of association is subject to the prior approval of the Financial Services and Markets Authority (FSMA).

The undersigned hereby confirms that he/she is aware of the fact that in the absence of instructions from his/her/their behalf, the proxyholder should abstain.

More particularly the proxy holder can participate in any other extraordinary general meeting with the same agenda in case this EGM could not make resolutions in a legally valid manner or would not be held at the abovementioned date, without prejudice to the conditions referred to in Article 7:134, §2 of the BCCA which must be met by the shareholder in order to be allowed to the extraordinary general meeting, as described in the invitation convening the EGM.

To that end the proxy holder can pass and sign all deeds, documents, minutes, attendance lists, registers, confirmations, notifications and any other document, vote or abstain during the vote on all proposals to modify, delete or add an item on the agenda, elect domicile, subrogate and in general do everything which is useful or necessary to perform this proxy, insofar as necessary with a promise of ratification.

The undersigned hereby undertakes to indemnify the proxy holder for any damage he/she might incur as a result of any action undertaken when performing this proxy, on the condition, however, that he/she respected the limits of his/her powers. Furthermore, the undersigned undertakes not to claim the nullity of any resolution approved by the proxy holder and not to claim any compensation from him/her, on the condition, however, that the latter respected the limits of his/her powers.

The proxy holder benefits from the same rights as the thus represented shareholder, and more particularly the right to take the floor, to ask questions during the General Meeting and to exercise the right to vote.

In order for a shareholder to be represented by a proxy, a power of attorney must be completed and signed in accordance with the form of proxy established by the board of directors. The shareholder may complete the proxy via the Lumi Connect Platform or download it from the Company's website (www.carepropertyinvest.be).

The proxy must be registered via the Lumi Connect Platform or arrived at the Company via email (aandeelhouders@carepropertyinvest.be) no later than 20 June 2025.

In addition, shareholders who wish to be represented will be required to comply with the admission and confirmation procedure specified in the invitation. For shareholders who choose to use the Lumi Connect

Platform, this allows them to complete and submit proxies electronically. In this case, no original must be delivered before the start of the EGM.

To calculate the rules regarding quorum and majority account will only be taken of proxies submitted by shareholders meeting the conditions referred to in article 7:134, §2 of the BCCA which must be met to be allowed to the meeting (as described in the invitation).

Without prejudice to article 7:145 of the BCCA, the proxy holder will vote according to the instructions of the shareholder who appointed him. The Company shall keep the proxy with voting instructions at its registered office for at least one year.

In the event of a potential conflict of interest as stipulated in article 7:143 §4 of the BCCA between the shareholder and the proxy holder appointed by him, the proxy holder must disclose the precise facts that are of interest to the shareholder in order to assess whether there is a risk that the proxy holder would pursue any interest other than the interest of the shareholder. In addition, the proxy holder may vote on behalf of the shareholder only on the condition that he has specific voting instructions for each item on the agenda.

__________________________ [date] [signature preceded by the words 'good for proxy']