Aedifica SA

Proxy Solicitation & Information Statement • Mar 19, 2021

VOTE BY CORRESPONDENCE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF 20 APRIL 2021

(A copy of) this duly completed, dated and signed form must be received by the Company on 14 April 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:

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 Extraordinary 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 20 April 2021 at 14:00 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):

_________________

Attention:

The vote under agenda item 1.2 (b) will only be taken if the preceding agenda item 1.2 (a) is not accepted. If you intend to vote in favour of the proposal under agenda item 1.2 (a), it is recommended that you also vote in favour of the following agenda item 1.2 (b).

If you vote in favour of agenda item 1.2 (a) and do not vote for agenda item 1.2 (b), you will be deemed to have voted in favour of the proposal under agenda item 1.2 (b).

1. RENEWAL OF THE AUTHORISED CAPITAL
1.1. Acknowledgement of the special report of the Board of Directors established pursuant to Article 7:199 of the BCCA.		NO VOTE REQUIRED
1.2. Renewal of the authorised capital:
(a) Proposal to authorise the Board of Directors to increase the capital by a maximum amount of: 1) 50% of the amount of the capital for capital increases by contribution in cash whereby the possibility is provided for the exercise of the preferential subscription right or the priority allocation right by the shareholders of the Company, 2) 50% of the amount of the capital for capital increases in the framework of the distribution of an optional dividend, 3) 10% of the amount of the capital for capital increases by contribution in cash without the possibility for the shareholders of the Company to exercise the preferential right or priority allocation right within the limits set out by the law, 4) 10% of the amount of the capital for a. capital increases by contribution in kind, or b. any other kind of capital increase provided that the capital within the context of the authorised capital can never be increased by an amount higher than the capital on the date of the Extraordinary General Meeting that has approved the authorisation (in other words, the sum of the capital increases in application of the proposed authorisations cannot exceed the amount of the capital on the date of the Extraordinary General Meeting that has approved the authorisation)	YES	NO	ABSTAIN

and to amend article 6.4. of the Articles of
Association accordingly.
(b) Proposal to authorise the Board of Directors to	YES	NO	ABSTAIN
increase the capital by a maximum amount of:
1) 50% of the amount of the capital
for capital increases by contribution in cash
whereby the possibility is provided for the
exercise of the preferential subscription
right or the priority allocation right by the
shareholders of the Company,
2) 50% of the amount of the capital
for capital increases in the framework of the
distribution of an optional dividend,
3) 10% of the amount of the capital
for a. capital increases by contribution in
kind, b. capital increases by contribution in
cash without the possibility for the
shareholders of the Company to exercise
the preferential right or priority allocation
right, or c. any other kind of capital increase
provided that the capital within the context of
the authorised capital can never be increased
by an amount higher than the capital on the
date of the Extraordinary General Meeting that
has approved the authorisation (in other words,
the sum of the capital increases in application
of the proposed authorisations cannot exceed
the amount of the capital on the date of the
Extraordinary General Meeting that has
approved the authorisation)
and to amend article 6.4. of the Articles of
Association accordingly.
2. SPECIAL POWERS – COORDINATION OF ARTICLES OF ASSOCIATION
Proposal to confer all the necessary powers to the	YES	NO	ABSTAIN
acting notary public in view of the filing and
publication of the deed as well as the coordination
of the Articles of Association in accordance with
the adopted resolutions.

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

* * *

If the Extraordinary 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 that context, it is specified that this voting form is therefore also valid for the second Extraordinary General Meeting to be held on 11 May 2021, with the same agenda, following the Ordinary General Meeting of the Company starting at 15:00 CET in the event that the required attendance quorum is not reached at the Extraordinary General Meeting of 20 April 2021, and provided that the required formalities to participate and vote are fulfilled in time.

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.

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.