Cofinimmo — Proxy Solicitation & Information Statement 2023

Apr 6, 2023

PUBLIC LIMITED COMPANY A PUBLIC REGULATED REAL ESTATE COMPANY FORMED UNDER BELGIAN LAW BOULEVARD DE LA WOLUWE 58, 1200 BRUXELLES VTA BE 0426.184.049 BRUSSELS REGISTER OF LEGAL ENTITIES (RLE)

VOTE BY CORRESPONDENCE

For holders of registered shares, a copy of the signed correspondence voting 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 4 May 2023 at the latest.

For holders of dematerialised shares, a copy of the signed correspondence voting form must be sent by email to BANQUE DEGROOF PETERCAM (general.meetings@degroofpetercam.com), by 4 May 2023 at the latest.

I, the undersigned,

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 (cross out as appropriate) …………………………..registered shares, in full ownership, in bare ownership, in usufruct (cross out 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;

Exercises his/her right to vote on the agenda items of the extraordinary shareholder's meeting which will be held on 10 May 2023 at 3.00 p.m. (or, if the required quorum is not reached at this meeting of 10 May 2023, on 30 May 2023 at 3.00 p.m.) and of the ordinary shareholders' meeting which will be held on 10 May 2023 at 3.30 p.m. (hereinafter the "General Meetings") (cfr. agendas published in the Belgian Official Gazette, in L'Echo and in De Tijd and on our website www.cofinimmo.com):

EXTRAORDINARY SHAREHOLDERS' MEETING OF 10 MAY 2023 AT 3.00 P.M.

1. Renewal of the authorisation concerning the authorised capital
1.1. Acknowledgement of the special report of the board of directors in accordance		No vote required
with article 7:199 of the Companies and Associations Code
1.2. Proposal to authorise the board of directors to increase the capital by a maximum
amount of :
1°) 50% of the amount of the capital on the date of the extraordinary	YES*	NO*	ABSTENTION*
shareholders' meeting that will approve the authorisation, rounded down, for
capital increases by contributions in cash, with the possibility for the company's
shareholders to exercise a pre-emptive right or priority allocation right;
2°) 20% of the amount of the capital on the date of the extraordinary	YES*	NO*	ABSTENTION*
shareholders' meeting that will approve the authorisation, rounded down, for
capital increases in the context of the distribution of an optional dividend;
3°) 10% of the amount of the capital on the date of the extraordinary	YES*	NO*	ABSTENTION*
shareholders' meeting that will approve the authorisation, rounded down, for (i)
capital increases by contributions in kind, (ii) capital increases by contributions in
cash without the possibility for the company's shareholders to exercise a pre
emptive right or priority allocation right, or (iii) any other type of capital increase
1.3. Amendment to Article 6.2 of the articles of association	YES*	NO*	ABSTENTION*
2. Delegation of powers	YES*	NO*	ABSTENTION*

(*) cross out as appropriate

ORDINARY SHAREHOLDERS' MEETING OF 10 MAY 2023 AT 3.30 P.M.

1.	Acknowledgment of the management report on the statutory and consolidated financial year ending on 31 December 2022	DOES NOT REQUIRE A VOTE
2.	Acknowledgment of the statutory auditor's report on the statutory annual accounts as at 31 December 2022 and the statutory auditor's report on the consolidated annual accounts as at 31 December 2022	DOES NOT REQUIRE A VOTE
3.	Acknowledgment of the consolidated annual accounts as at 31 December 2022	DOES NOT REQUIRE A VOTE
4.	Approval of the statutory annual accounts as at 31 December 2022 and allocation of the result	YES*	NO*	ABSTENTION*
5.	Approval of the remuneration report for the financial year ending 31 December 2022	YES*	NO*	ABSTENTION*
6.	Discharge to the directors	YES*	NO*	ABSTENTION*
7.	Discharge to the statutory auditor	YES*	NO*	ABSTENTION*
8.	Renewal of the mandate of a director
	8.1. Renewal of the mandate of Mr. Benoit Graulich	YES*	NO*	ABSTENTION*
	8.2. Confirmation of the independence of Mr. Benoit Graulich	YES*	NO*	ABSTENTION*
9.	Appointment of a director
	9.1. Appointment of Mr. Jean Hilgers	YES*	NO*	ABSTENTION*
	9.2. Confirmation of the independence of Mr. Jean Hilgers	YES*	NO*	ABSTENTION*
10.	Appointment of the statutory auditor
	10.1. Appointment of the statutory auditor KPMG Réviseurs d'Entreprises SRL	YES*	NO*	ABSTENTION*
	10.2. Setting of fees	YES*	NO*	ABSTENTION*
11.	Approval of the "change-of-control clause" in in the credit agreement concluded with a syndicate of banks on 19.05.2022	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 CURA INVEST SA/NV for the period from 1 st January 2022 to 9 may 2022, and of RHEASTONE 3 SA/NV, RHEASTONE 4 SA/NV, and RHEASTONE 5 SA/NV, for the period from 1st January 2022 to 28 October 2022	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

(*) cross out as appropriate

Signed _____________________, on ________________ 2023 ______________________

Signature