Aedifica SA

AGM Information • Apr 2, 2021

VOTE BY CORRESPONDENCE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF 11 MAY 2021

(A copy of) this duly completed, dated and signed form must be received by the Company on 5 May 2021 at the latest:

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

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

The undersigned,

Legal entity:

Corporate name and legal form:
Seat:
Company number:
Validly represented by1:	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, Belliardstraat / rue Belliard 40 box 11, RLE Brussels 0877.248.501, (hereafter, "Aedifica" or the "Company")

² Delete as appropriate.

³ Delete as appropriate.

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.

votes as follows, by correspondence, regarding the following proposed resolutions at the Ordinary General Meeting of shareholders of the Company to be held at the office of the Company at 1040 Brussels, Belliardstraat / rue Belliard 40 box 11, on 11 May 2021 at 15:00 CET (see agenda as published in the Belgian State Gazette, De Tijd and L'Echo and on the website https://aedifica.eu/investors/shareholder-information/). (Please circle your choice):

1.	Presentation of the annual report.	NO VOTE REQUIRED
2.	Presentation of the reports of the Statutory	NO VOTE REQUIRED
	Auditor.
3.	Presentation of the consolidated annual	NO VOTE REQUIRED
	accounts.
4.	Approval of the statutory annual accounts	YES	NO	ABSTAIN
	closed per 31 December 2020 and allocation
	of financial results.
	Approval of the distribution of a gross dividend	YES	NO	ABSTAIN
	of €4.60 per share: an interim dividend of
	€3.00 gross per share (divided as follows
	between coupon no. 23: €2.48 and coupon
	no. 24: €0.52) for the period from 1 July 2019
	to 30 June 2020 inclusive has already been
	distributed and a distribution of a final gross
	dividend of €1.60 per share (divided as follows
	between coupon no. 26: €1.03 and coupon
	no 27: €0.57) for the period from 1 July 2020
	to 31 December 2020 inclusive.
5.	Approval of the remuneration report.	YES	NO	ABSTAIN
6.	Approval of the remuneration policy.	YES	NO	ABSTAIN
7.	Discharge to Mr Serge Wibaut.	YES	NO	ABSTAIN
	Discharge to Mr Stefaan Gielens.	YES	NO	ABSTAIN
	Discharge to Mr Jean Franken.	YES	NO	ABSTAIN
	Discharge to Ms Katrien Kesteloot.	YES	NO	ABSTAIN
	Discharge to Ms Elisabeth May-Roberti.	YES	NO	ABSTAIN
	Discharge to Mr Luc Plasman.	YES	NO	ABSTAIN
	Discharge to Ms Marleen Willekens.	YES	NO	ABSTAIN
	Discharge to Mr Pertti Huuskonen for the	YES	NO	ABSTAIN
	period from 8 June 2020 to
	31 December 2020 inclusive.
	Discharge to Mr Sven Bogaerts for the period	YES	NO	ABSTAIN
	from 8 June 2020 to 31 December 2020
	inclusive.
	Discharge to Ms Ingrid Daerden for the period	YES	NO	ABSTAIN
	from 8 June 2020 to 31 December 2020
	inclusive.
	Discharge to Mr Charles-Antoine Van Aelst for the period from 8 June 2020 to	YES	NO	ABSTAIN
	31 December 2020 inclusive.
	Discharge to Ms Adeline Simont for the period	YES	NO	ABSTAIN
	from 1 July 2019 to 26 October 2020.
	Discharge to Mr Eric Hohl for the period from	YES	NO	ABSTAIN
	1 July 2019 to 26 October 2020.

Discharge to Ms Laurence Gacoin for the period from 8 June 2020 to 31 October 2020 inclusive.	YES	NO	ABSTAIN
8. Discharge to Ernst & Young Bedrijfsrevisoren/Réviseurs d'Entreprises BV/SRL represented by Mr Joeri Klaykens.	YES	NO	ABSTAIN
9. Renewal mandate Mr Stefaan Gielens as executive Director	YES	NO	ABSTAIN
Renewal mandate Mr Serge Wibaut as non - executive independent Director as defined in Article 7:87 BCCA.	YES	NO	ABSTAIN
Renewal mandate Ms Katrien Kesteloot as non -executive independent Director as defined in Article 7:87 BCCA.	YES	NO	ABSTAIN
Renewal mandate Ms Elisabeth May -Roberti as non -executive independent Director as defined in Article 7:87 BCCA.	YES	NO	ABSTAIN
Remuneration of Mr Serge Wibaut, Ms Katrien Kesteloot and Ms Elisabeth May -Roberti in the way proposed under item 11 of the agenda. The mandate of Mr Stefaan Gielens will not be remunerated.	YES	NO	ABSTAIN
10.Election of Ernst & Young Bedrijfsrevisoren/Réviseurs d'Entreprises BV/SRL represented by Mr Joeri Klaykens as Statutory Auditor.	YES	NO	ABSTAIN
Determination of the remuneration of the Statutory Auditor at €55,000 per year, excluding VAT and expenses, to be indexed annually in view of the evolution of the health index.	YES	NO	ABSTAIN
11.Approval, based on a benchmark study carried out by Willis Towers Watson (as explained in more detail in the agenda), to grant, as from 1 January 2021, an increase of the fixed annual remuneration by €40,000 for the chairperson of the Board of Directors.	YES	NO	ABSTAIN
Approval, based on a benchmark study carried out by Willis Towers Watson (as explained in more detail in the agenda), to grant, as from 1 January 2021, an increase of the fixed annual remuneration by €20,000 for each other non -executive Director.	YES	NO	ABSTAIN
12.Approval of change of control clauses in the credit agreement with Belfius Bank NV/SA of 18 May 2020.	YES	NO	ABSTAIN
Approval of change of control clauses in the credit agreement with Société Générale of 31 August 2020.	YES	NO	ABSTAIN

------------------------------------------------------------------------------------------------------------------------------------------------------------------------------	T
		ﺎ 0	-

Approval of change of control clauses in the Note Purchase Agreement of 17 February 2021 and the debt instruments issued as a result thereof on 3 March 2021 with the holders of such debt instruments.	YES	NO	ABSTAIN
Approval of change of control clauses in the credit agreements with Hoivatilat and OP Corporate Bank of 5 March 2021.	YES	NO	ABSTAIN
Approval of change of control clauses in the credit agreement with ABN AMRO Bank of 12 March 2021.	YES	NO	ABSTAIN
13.Discharge of the Directors Hof Van Bremdael NV/SA from 1 January 2020 to 29 June 2020: - Aedifica NV/SA	YES	NO	ABSTAIN
- Mr Sven Bogaerts	YES	NO	ABSTAIN
- Ms Ingrid Daerden	YES	NO	ABSTAIN
- Mr Charles-Antoine Van Aelst	YES	NO	ABSTAIN
- Ms Laurence Gacoin	YES	NO	ABSTAIN
14.Discharge of Ernst & Young Bedrijfsrevisoren/Réviseurs d'Entreprises BV/SRL represented by Mr Joeri Klaykens (Statutory Auditor Hof Van Bremdael NV/SA from 1 January 2020 to 29 June 2020).	YES	NO	ABSTAIN
15.Miscellaneous	NO VOTE REQUIRED

Shareholders who vote by duly returning this voting form can no longer vote in person or by proxy at the Ordinary General Meeting for the number of shares mentioned above.

* * *

If the Ordinary General Meeting is unable to validly deliberate or if it is adjourned for any reason whatsoever, this form for vote by correspondence remains valid for each subsequent meeting with the same agenda. However, this only applies in so far as the undersigned has complied in due time with the required participation and voting formalities for subsequent meetings.

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 (see convocation notice for more information), the Company will make available an updated form for vote by correspondence on its website. In such case, the Company strongly recommends to use the updated form for vote by correspondence. If a form for vote by correspondence was provided to the Company with respect to the initial agenda and no updated form for vote by correspondence would be received (in time) by the Company for the amended agenda, the forms for vote by correspondence which have been validly notified to the Company before the publication of the revised agenda, will remain valid for the agenda items mentioned in the agenda. Notwithstanding the foregoing, the votes cast on this form with respect to the items included in the agenda for which new proposed resolutions have been submitted will be null and void.

ﺎﺕ	יר
1

Done at	, on	2021.

……………………………………………………………………………… (name and first name / corporate name and legal form)

………………………………………………………………………….… (signature)

Shareholders who wish to vote by correspondence 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.