Aedifica SA — Proxy Solicitation & Information Statement 2026

Apr 2, 2026

PROXY ORDINARY GENERAL MEETING OF SHAREHOLDERS OF 12 MAY 2026

(A copy of) this duly completed, dated and signed proxy form must be received by the Company on 6 May 2026 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 6 May 2026.

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 andfunction)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 The Dominican, Leopoldstraat 9, 1000 Brussels, on 12 May 2026 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 27 April 2026. 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 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 2025and allocation of
financial results.
Approval distribution of a gross dividend	YES	NO	ABSTAIN
of €4.00per share (represented by
coupon no 36).
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
DischargetoMs.ElisabethMay	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 vanAelst.	YES	NO	ABSTAIN
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. Rikke Lykke	YES	NO	ABSTAIN
7.DischargetoEYBedrijfsrevisoren/	YES	NO	ABSTAIN
Réviseursd'EntreprisesBV/SRL,
representedbyMr.Christophe
Boschmans.
8.Renewal of the term of office of a	YES	NO	ABSTAIN
Director
8.1 Proposal to renew the term of office	YES	NO	ABSTAIN
of MsMarleen Willekens as an
independentnon-executive
Directoruntiltheendofthe
Ordinary General Meeting to be
held in 2029.
8.2 ProposaltoremunerateMs	YES	NO	ABSTAIN
Willekensforhermandateas
Director in accordance with the
remuneration policy.
9.Ratificationoftheco-optationand
appointmentofnewindependent
Directors
9.1 Proposal to ratify the co-optation of
thefollowingpersonsasnon
executive independent Directors for
the period from 10 March 2026 to
the date of this Ordinary GeneralMeeting:
	YES	NO	ABSTAIN
i.Mr Jean Hilgers;
ii.Mr Xavier de Walque;	YES	NO	ABSTAIN

iii.	Ms Nathalie Charles;	YES	NO	ABSTAIN
iv.	Ms Ann Caluwaerts;	YES	NO	ABSTAIN
v.	MsMirjamvanVelthuizen-	YES	NO	ABSTAIN
	Lormans.
	9.2 Proposal to appoint the following
	personsasnon-executive
	independent Directors until the end
	of the ordinary general meeting tobe held in 2029
i.	Mr Jean Hilgers;	YES	NO	ABSTAIN
ii.	Mr Xavier de Walque;	YES	NO	ABSTAIN
iii.	Ms Nathalie Charles;	YES	NO	ABSTAIN
iv.	Ms Ann Caluwaerts;	YES	NO	ABSTAIN
		YES	NO	ABSTAIN
v.	MsMirjamvanVelthuizen-
	Lormans.9.3 Proposal to remunerate Mr Hilgers,	YES	NO	ABSTAIN
	Mr de Walque, Ms Charles, Ms
	Caluwaerts and Ms van Velthuizen-
	Lormansfortheirservicesas
	Directors in the same manner astheotherindependentnon-
	executiveDirectorsunderthe
	remuneration policy.
	10. Approval of change of control clauses in
	the following credit agreements and
	debt instruments binding the Company:	YES	NO	ABSTAIN
i.	Creditagreementbetweenthe
	Company and BNP Paribas FortisSA/NV dated 11 June 2025 for a
	credit amount of €30 million;
ii.	Creditagreementbetweenthe	YES	NO	ABSTAIN
	Company and Caisse d'Epargne
	Hauts de France dated 27 June
	2025 for a credit amount of €50
	million;
iii.	Creditagreementbetween	YES	NO	ABSTAIN
	Hoivatilat(theborrower),the
	Company (the guarantor) and OP
	Corporate Bank dated 27 June
	2025 for a credit amount of €80
	million;
iv.	Creditagreementbetweenthe	YES	NO	ABSTAIN
	Company and Société Générale
	dated 12 August 2025 for a credit
	amount of €50 million;
v.	Creditagreementbetweenthe	YES	NO	ABSTAIN
	Company and BNP Paribas Fortis
	SA/NV dated 14 November 2025
	for a credit amount of €15 million;

vi.Creditagreementbetweenthe	YES	NO	ABSTAIN
Company and Belfius Bank SA/NV
dated 18 November 2025 for a
credit amount of €50 million;
vii.Creditagreementbetweenthe	YES	NO	ABSTAIN
Company and ING Belgium SA/NV
dated 1 December 2025 for a credit
amount of €40 million;
viii.Creditagreementbetweenthe	YES	NO	ABSTAIN
Company and JP Morgan SE dated
10 December 2025 for a credit
amount of €100 million;
ix.Creditagreementbetweenthe	YES	NO	ABSTAIN
Company and Citibank Europe PLC
dated 30 January 2026 for a credit
amount of €150 million.
11. Approval of the annual accounts of RF	YES	NO	ABSTAIN
INVEST SA for the period from 1
January2025to30June2025(inclusive).
12. DischargetotheDirectorsof RF
INVEST SA for the performance of their
mandate during the period from 1
January2025to30June2025
(inclusive) and, where applicable, from
1July 2025 to 19 December 2025.i.Aedifica NV/SA, represented by his	YES	NO	ABSTAIN
permanentrepresentative,Mr
Stefaan Gielens ;
ii.Ms Ingrid Daerden ;	YES	NO	ABSTAIN
iii.Mr Sven Bogaerts ;	YES	NO	ABSTAIN
iv.Mr Charles-Antoine Van Aelst ;	YES	NO	ABSTAIN
v.Mr Raoul Thomassen.	YES	NO	ABSTAIN
13. Discharge to the Statutory Auditor of	YES	NO	ABSTAIN
RF-INVEST SA for the performance of
its mandate during the period from 1
January2025to30June2025
(inclusive) and, if necessary, from 1 July2025 to 19 December 2025.

Done at , on 2026.

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".