Cofinimmo — Proxy Solicitation & Information Statement 2024

Apr 5, 2024

COFINIMMO PUBLIC LIMITED COMPANY PUBLIC REGULATED REAL ESTATE COMPANY UNDER BELGIAN LAW BOULEVARD DE LA WOLUWE 58, 1200 BRUSSELS REGISTER OF LEGAL ENTITIES BRUSSELS 0426.184.049 (hereunder the "Company")

VOTE BY CORRESPONDENCE

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 (shareholders@cofinimmo.be) by 2 May 2024 at the latest. A copy of the signed correspondence form can be emailed to ABN AMRO (corporate.broking@nl.abnamro.com) by 2 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 (corporate.broking@nl.abnamro.com) by 2 May 2024 at the latest

I, the undersigned,

Legal person:
Company name and legal form:
Registered office:
Residing at:
Natural person:
Last name:
First name :

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

…………………………..registered shares, in full ownership, in bare ownership, in usufruct (cross out as appropriate) of the public limited company 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 shareholders' meeting which will be held on 8 May 2024 at 15:00 (or, if the required quorum is not reached at this meeting of 8 May 2024, on 5 June 2024 at 15:00) and of the ordinary shareholders' meeting which will be held on 8 May 2024 at 15:30 (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 8 MAY 2024 AT 15:00

1.	Renewal of the authorisation concerning the authorised capital
1.1.	Acknowledgement of the special report of the board of directors in accordance with article 7:199 of the Companies and Associations Code	DOES NOT REQUIRE A VOTE
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 shareholders' meeting that will approve the authorisation, rounded if necessary, 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	YES*	NO*	ABSTENTION*
	2°) 20% of the amount of the capital on the date of the extraordinary shareholders' meeting that will approve the authorisation, rounded if necessary, for capital increases in the context of the distribution of an optional dividend	YES*	NO*	ABSTENTION*
	3°) 10% of the amount of the capital on the date of the extraordinary shareholders' meeting that will approve the authorisation, rounded if necessary, for (a.) capital increases by contributions in kind, (b.) 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 (c.) any other type of capital increase	YES*	NO*	ABSTENTION*
1.3.	Amendment to article 6.2 of the articles of association	YES*	NO*	ABSTENTION*
2.	Authorisations to the board of directors to acquire, pledge and dispose of the Company's own shares
2.1.	Proposal to replace the authorisations relating to the acquisition, pledge and disposal of own shares granted to the board of directors with new authorisations to acquire, pledge and dispose of the Company's shares and to replace article 6.3 of the articles of association	YES*	NO*	ABSTENTION*
3.	Authorisation to the board of directors to proceed with the distribution to the employees of the Company and its subsidiaries of a part of the Company's profits
3.1.	Proposal to replace the authorisation granted to the board of directors with a new authorisation to proceed with the distribution to employees of the Company and its subsidiaries of a part of the profits and to replace article 29, paragraph 2 and seq. of the articles of association	YES*	NO*	ABSTENTION*
4.	Amendment to article 12 of the articles of association relating to the powers of the board of directors	YES*	NO*	ABSTENTION*
5.	Amendment to article 13 of the articles of association relating to the executive committee	YES*	NO*	ABSTENTION*
6.	Amendment to article 17 of the articles of association relating to the representation of the Company and the signing of documents	YES*	NO*	ABSTENTION*
7.	Proposal to adopt a new text of the Company's articles of association in order to bring them in line with the proposed decisions mentioned in this agenda	YES*	NO*	ABSTENTION*
8.	Delegation of powers	YES*	NO*	ABSTENTION*

(*) cross out as appropriate

ORDINARY SHAREHOLDERS' MEETING OF 8 MAY 2024 AT 15:30

1.	Acknowledgment of the management report on the statutory and consolidated
	financial year ending on 31 December 2023	DOES NOT REQUIRE A VOTE

2.	Acknowledgment of the statutory auditor's report on the statutory annual accounts as at 31 December 2023 and the statutory auditor's report on the consolidated annual accounts as at 31 December 2023	DOES NOT REQUIRE A VOTE
3.	Acknowledgment of the consolidated annual accounts as at 31 December 2023	DOES NOT REQUIRE A VOTE
4.	Approval of the statutory annual accounts as at 31 December 2023 and allocation of the result	YES*	NO*	ABSTENTION*
5.	Approval of the remuneration report for the financial year ending 31 December 2023	YES*	NO*	ABSTENTION*
6.	Discharge to the directors	YES*	NO*	ABSTENTION*
7.	Discharge to the statutory auditor	YES*	NO*	ABSTENTION*
8.	Remuneration policy	YES*	NO*	ABSTENTION*
9.	Renewal of the mandate of two non-executive directors
	9.1. Renewal of the mandate of Mr Olivier Chapelle	YES*	NO*	ABSTENTION*
	9.2. Renewal of the mandate of Mr Xavier de Walque	YES*	NO*	ABSTENTION*
10. Appointment of three non-executive directors
	10.1. Appointment of Mrs Nathalie Charles	YES*	NO*	ABSTENTION*
	10.2. Appointment of Mr Jan Suykens	YES*	NO*	ABSTENTION*
	10.3. Appointment of Mr Mirjam van Velthuizen-Lormans	YES*	NO*	ABSTENTION*
11.	Proposal to grant power to implement the resolutions	YES*	NO*	ABSTENTION*
12.	Miscellaneous	DOES NOT REQUIRE A VOTE

(*) cross out as appropriate

________________________________

Signed _____________________, on ________________

Signature