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Cofinimmo Proxy Solicitation & Information Statement 2024

May 17, 2024

3933_rns_2024-05-17_26be9128-188c-4652-8a1b-16f8cbadb270.pdf

Proxy Solicitation & Information Statement

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INFORMATION FOR SHAREHOLDERS

I. ADMISSION REQUIREMENTS

As the attendance quorum was not reached at the extraordinary general meeting of 8 May 2024, the board of directors invites the shareholders to attend a second extraordinary shareholders' meeting which will be held on 5 June 2024 at 15:00, avenue de Tervueren 270, 1150 Brussels.

Pursuant to article 7:134 §2 of the Companies and Associations Code (CAC), shareholders may only participate and vote at the General Meeting if both of the following conditions are met :

1) Registration of shares

COFINIMMO must obtain evidence that the shareholder holds on 22 May 2024 at midnight (the "Registration Date") the number of shares for which the shareholder intends to participate.

The registration procedure is as follows :

  • The holders of registered shares must be entered in the register of registered shares of COFINIMMO on 22 May 2024 at midnight (Belgian time) for the number of shares for which the shareholders intend to participate
  • The holders of dematerialised shares have to provide a registration certificate at 22 May 2024 at midnight (Belgian time) which attests the number of shares for which the shareholders intend to participate. The procedure for this certificate is set out in item I.2).

Only persons who are shareholders on the Registration Date will be entitled to participate and vote at the General Meeting, regardless of the number of shares held by the shareholder on the day of the General Meeting.

2) Notification of participation

COFINIMMO must receive confirmation of the intention to participate by 30 May 2024 at the latest.

  • The holders of registered shares must notify COFINIMMO of their intention to participate by ordinary letter to the Company's registered office (Boulevard de la Woluwe 58, 1200 Brussels), or by email ([email protected]). Alternatively, such notification can also be submitted electronically via www.abnamro.com/evoting by selecting "Registrar" as intermediary during your registration.
  • The holders of dematerialised shares must notify their intention to participate by contacting ABN AMRO via www.abnamro.com/evoting (in the case of dematerialised shares, with the intervention of a financial intermediary acting on instruction of the shareholder – via www.abnamro.com/intermediary). Holders of dematerialised shares must attach the certificate referred to in item I.1) above (obtained from their financial intermediary) to the notification of participation. If a financial intermediary is involved, the certificate must be provided electronically via www.abnamro.com/intermediary and not via any other means. In that case, the financial intermediary is requested to include the full address details of the relevant ultimate beneficial holders in order to be able to verify the shareholding on the Registration Date in an efficient manner.

II. PARTICIPATION

1) Vote by physical presence

Shareholders wishing to participate in person (voting by physical presence) must comply with the procedure described under items I.1) and I.2).

2) Vote by correspondence

Shareholders may vote by correspondence using the correspondence voting form created by the Company. The correspondence voting form can be found on the Company's website (https://www.cofinimmo.com/investors/shareholder-information/generalmeetings/) or requested by email ([email protected]).

The shareholders who wish to vote by correspondence must comply with the registration procedure described in item I.1). The mailing of the correspondence voting form will constitute notification of participation.

  • For the holders of registered shares, a copy of the signed correspondence voting form must be sent by ordinary letter to the Company's registered office (Boulevard de la Woluwe 58, 1200 Brussels), or by email ([email protected]) by 30 May 2024 at the latest. A copy of the signed correspondence form can be emailed to ABN AMRO ([email protected]) by 30 May 2024 at the latest.
  • For the holders of dematerialised shares, a copy of the signed correspondence voting form must be sent to ABN AMRO by email ([email protected]) by 30 May 2024 at the latest.

The correspondence voting forms which have been received for the extraordinary general meeting of 8 May 2024 remain valid and don't have to be renewed provided that the registration formalities are completed.

3) Vote by proxy

Shareholders may also be represented by a proxy holder, using the proxy form provided by the Company. The proxy voting form can be found on the Company's website (https://www.cofinimmo.com/investors/shareholder-information/general-meetings/) or requested by email ([email protected]).

The shareholders who wish to be represented must comply with the registration procedure described in item I.1). The mailing of the proxy voting form or voting by electronic proxy will constitute notification of participation.

  • For the holders of registered shares, a copy of the signed proxy voting form must be sent by ordinary letter to the Company's registered office (Boulevard de la Woluwe 58, 1200 Brussels), or by email ([email protected]) by 30 May 2024 at the latest. Alternatively, an electronic proxy voting form is available until 2 May 2024 at the latest via www.abnamro.com/evoting (by selecting "Registrar" as intermediary during your registration), to be completed by 30 May 2024 at the latest.
  • For the holders of dematerialised shares, an electronic proxy voting is available via www.abnamro.com/evoting (in the case of dematerialised shares, with the intervention of a financial intermediary acting on instruction of the shareholder – via www.abnamro.com/intermediary) to be completed by 30 May 2024 at the latest.

The proxies which have been received for the extraordinary general meeting of 8 May 2024 remain valid and don't have to be renewed provided that the registration formalities are completed.

III. IMPORTANT INFORMATION

1) Approval of proposals on the agendas

In order to be adopted, proposals to amend the articles of association under items A., B., C. and D. of the agenda require a special majority of at least three quarters of the votes cast, regardless of the number of shares present or represented.

2) Right to submit questions

Shareholders have the right to ask questions in writing to the directors and/or the statutory auditor prior to the General Meeting. Written questions will only be answered if the shareholder asking the question has complied with the above-mentioned admission requirements in accordance with article 7:134 of the Companies and Associations Code. These questions can be submitted in advance of the General Meeting by e-mail ([email protected]) or by ordinary letter to the Company's registered office (Boulevard de la Woluwe 58, 1200 Brussels). They must reach the Company by 30 May 2024 at the latest. Answers to written questions will be provided during the General Meeting.

3) Documents available

All documents relating to the General Meeting that are required by law to be made available to shareholders will be available on the Company's website (https://www.cofinimmo.com/investors/shareholder-information/general-meetings/) as from 17 May 2024.

4) Privacy

The Company is responsible for processing personal data received from security and proxy holders in the context of the general meetings, in accordance with the applicable data protection legislation. The processing of such personal data shall be carried out on the basis of the necessity for the performance of the Company agreement or a legal obligation incumbent upon it, whichever basis applies. The processing shall take place for the purpose of analysing and managing the attendance and voting procedure relating to the general meetings and this in accordance with the applicable legislation and the Privacy Policy of the Company. These personal data will be transferred to the Company's partners for the purpose of providing assistance in the organisation of the general meetings, the management of the attendance and voting procedure, and for the analysis of the composition of the participants in the general meetings. The personal data will not be kept longer than necessary in view of the above mentioned purpose and will therefore be deleted in accordance with the Privacy Policy of the Company.

Security and proxy holders can find the Privacy Policy of the Company on its website. This Privacy Policy contains detailed information regarding the processing of personal data of, among others, security and proxy holders. Security and proxy holders have the right to access, correct or remove their personal data, to restrict processing, to object to processing and the right to data portability, to the extent they have these rights under the applicable law, as well as the right to file a complaint with the competent data protection authority. Security and proxy holders may validate their rights in relation to their personal data provided to the Company by contacting the Company at [email protected].