Cofinimmo — Proxy Solicitation & Information Statement 2022

Apr 8, 2022

SOCIETE ANONYME / NAAMLOZE VENNOOTSCHAP PUBLIC REGULATED REAL ESTATE COMPANY UNDER BELGIAN LAW BOULEVARD DE LA WOLUWE 58, 1200 BRUSSELS REGISTER OF LEGAL ENTITIES BRUSSELS 0426.184.049

PROXY

For holders of registered shares, a copy of the signed proxy form must be sent to the company by ordinary letter addressed to the company's registered office (Boulevard de la Woluwe 58, 1200 Brussels), or by email (shareholders@cofinimmo.be), by 5 May 2022 at the latest.

For holders of dematerialised shares, a copy of the signed proxy form must be sent by email to BANQUE DEGROOF PETERCAM (general.meetings@degroofpetercam.com), by 5 May 2022 at the latest.

Subject to compliance with governmental rules on Covid-19 applicable at the time of the General Meeting, shareholders may participate to the General Meeting at the venue of the General Meeting. Depending on the changing of the health situation and the applicable rules on gatherings at the time of the General Meeting, the company reserves the right to change the conditions of participation through an announcement in the form of a press release and on the company's website.

The Undersigned (the Principal),

Legal person:

Company name and legal form:
Registered office:
Validly represented by:	Residing at:
Natural person:
Last name:
First name :
Address:

Declares that the following shares have been registered in the accounts on the Registration Date (see practical modalities):

…………………………..dematerialised shares, in full ownership, in bare ownership, in usufruct (delete as appropriate)

…………………………..registered shares, in full ownership, in bare ownership, in usufruct (delete as appropriate)

of the public limited company (société anonyme/naamloze vennootschap) COFINIMMO with registered office at 1200 Brussels, Boulevard de la Woluwe, 58, registered in the Register of Legal Entities under number BE 0426 184 049;

Hereby appoints as special proxy holder:

To whom he/she confers all powersfor the purposes of representing him/her at the ordinary general meeting ofsaid public limited company (société anonyme/naamloze vennootschap) "Cofinimmo", which will be held at the registered office on 11 May 11 2022 at 3:30 p.m., and to deliberate on the items on the agenda, for the purpose of voting in his/her name and on his/her behalf according to his/her voting instructions expressed hereafter (see page 3).

………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………..

POWERS OF THE PROXY HOLDER

• I. The proxy holder may in particular take part in any deliberations and vote and pass and sign all deeds, documents, minutes, attendance lists, substitute and generally do whatever is necessary. The proxyholder may attend any other meeting with the same agenda, if the first meeting cannot be held for any reason whatsoever.
• II. The proxy holder shall vote in accordance with the voting instructions contained in the proxy. Please indicate a specific voting instruction for each item on the agenda. If the absence of specific voting instructions, or if the voting instructions are not clear, the proxyholder will vote FOR the proposal.
• III. Proxy voting forms returned to COFINIMMO that do not indicate a proxy holder shall be considered to be addressed to the board of directors, therefore generating a potential conflict of interest under article 7:143, §4 of the Company and Associations Code¹ . In order to be valid, proxy voting forms must contain specific voting instructions for each item on the agenda. If no specific voting instructions are included for an item included in the agenda, the proxy holder will be considered as having a conflict of interest and will not be allowed to partake in the vote.
• IV. If, pursuant to article 7:130 of the Companies and Associations Code, new items are added to the agenda of the General Meetings or proposals for decisions are added after the date of this proxy:
  • The proxy voting form will remain valid for the agenda items it covers;
  • The proxy holder have to abstain from voting on the new agenda items and the relevant proposals for a decision.

In this case, Cofinimmo will make the amended agenda and an amended proxy form available on its website by 26 April 2022 at the latest, in order to allow shareholders who wish to do so to return a new proxy to Cofinimmo and to give specific voting instructions on the new items on the agenda or the new resolution proposals.

¹ In the event of potential conflicts of interest between the proxy and the shareholder, the proxy must disclose the precise facts relevant to the shareholder, to allow the shareholder to assess the risk that the proxy could pursue an interest other than that of the shareholder. The proxy shall only be authorized to vote on behalf of the shareholder provided that he/she has specific voting instructions for each topic included in the agenda.

A conflict of interest exists, in particular, when the proxy: (i) is the company itself or an entity controlled by it, a shareholder which controls the company or another entity controlled by such a shareholder; (ii) is a member of the board of directors or the management bodies of company or a shareholder which controls it or a controlled entity as described in (i) above; (iii) is an employee or auditor of the company, or a shareholder which controls it or a controlled entity as described in (i) above; (iv) is related to an individual described in (i) to (iii) above or is the spouse or legal cohabitant of such a person or is related to such a person.

VOTING INSTRUCTIONS

The proxy shall exercise the principal's right to vote as follows (see attached agenda, published in the Belgian Official Gazette (Moniteur Belge), l'Echo et De Tijd and on our website www.cofinimmo.com):

1. Acknowledgment of the management report on the statutory and consolidated financial year ending on 31 December 2021.		DOES NOT REQUIRE A VOTE
2. Acknowledgment of the statutory auditor's report on the statutory annual accounts as at 31 December 2021 and the statutory auditor's report on the consolidated annual accounts as at December 31, 2021.	DOES NOT REQUIRE A VOTE
3. Acknowledgment of the consolidated annual accounts as at 31 December 2021.	DOES NOT REQUIRE A VOTE
4. Approval of the statutory annual accounts as at 31 December 2021 and allocation of the result.	YES*	NO*	ABSTENTION*
5. Approval of the remuneration report for the financial year ending 31 December 2021.	YES*	NO*	ABSTENTION*
6. Discharge to the directors.	YES*	NO*	ABSTENTION*
7. Discharge to the statutory auditor.	YES*	NO*	ABSTENTION*
8. Remuneration of non-executive directors	YES*	NO*	ABSTENTION*
9. Renewal of the mandate of two directors
9.1. Renewal of the mandate of Mr. Jean-Pierre Hanin	YES*	NO*	ABSTENTION*
9.2. Renewal of the mandate of Mr. Jean-Kotarakos	YES*	NO*	ABSTENTION*
10. Appointment of two directors
10.1. Appointment of Mr. Michael Zahn	YES*	NO*	ABSTENTION*
10.2. Confirmation of the independence of Mr. Michael Zahn	YES*	NO*	ABSTENTION*
10.3. Appointment of Mrs. Anneleen Desmyter	YES*	NO*	ABSTENTION*
10.4. Confirmation of the independence of Mrs. Anneleen Desmyter	YES*	NO*	ABSTENTION*
11. Approval of change of control clauses
11.1. Approval of the "change-of-control clause" in connection with the issue of a sustainable benchmark bond on 24 January 2022.	YES*	NO*	ABSTENTION*
11.2. Approval of change of control clauses in credit agreements concluded between the convening and the holding of the Ordinary General Meeting.	YES*	NO*	ABSTENTION*
12. Approval of the annual accounts of the companies absorbed by an operation assimilated to a merger by absorption by the company, discharge to the directors and the auditor of these companies.
12.1. Approval of the annual accounts of BOLIVAR PROPERTIES NV for the period from 1st January 2020 to 16 December 2020, of RHEASTONE 2 CO NV, DILHOME NV, TEN BERGE NV, BALEN NV, PUTHOF NV, VIADUCTSTRAAT NV and POLYSERVE NV for the period from 1st January 2021 to 25 August 2021, QUATRO BUILD NV, PROFILIA NV, MUZIKANTENWIJK NV and PLOEGDRIES NV for the period from 1st January 2021 to 6 October 2021, and RUSTHUIS MARTINAS NV for the period from 1st January 2021 to 27 October 27 2021.	YES*	NO*	ABSTENTION*
12.2. Discharge to the directors to the directors of the companies referred to in point 12.1 for the periods referred to above in point 12.1, for the execution of their mandate.	YES*	NO*	ABSTENTION*
12.3. Discharge to the auditors of the companies referred to in point 12.1 for the periods referred to in point 12.1 above, for the execution of their mandate.	YES*	NO*	ABSTENTION*
13. Proposal to grant power to implement the resolutions.	YES*	NO*	ABSTENTION*
14. Miscellaneous	DOES NOT REQUIRE A VOTE

(*) delete as appropriate

Signed in _____________________, on ________________2022 ______________________ (« approved to grant proxy powers » + signature) Signature