Cofinimmo — Proxy Solicitation & Information Statement 2025

Apr 11, 2025

COFINIMMO PUBLIC LIMITED COMPANY PUBLIC REGULATED REAL ESTATE COMPANY UNDER BELGIAN LAW AVENUE DE TERVUEREN 270, 1150 BRUSSELS REGISTER OF LEGAL ENTITIES BRUSSELS 0426.184.049 (hereunder the "Company")

The board of directors of the Public Limited Company "COFINIMMO" invites the shareholders to attend the ordinary shareholders' meeting which will be held on 14 May 2025 at 15:30 (hereinafter the "General Meeting") at Cofinimmo's headquarters, Avenue de Tervueren 270, 1150 Brussels, to deliberate on the following agenda :

Agenda of the ordinary shareholders' meeting of 14 May 2025 at 15:30

• 1. Acknowledgment of the management report on the statutory and consolidated financial year ending on 31 December 2024.
• 1. Acknowledgment of the statutory auditor's report on the statutory annual accounts as at 31 December 2024 and the statutory auditor's report on the consolidated annual accounts as at 31 December 2024.
• 1. Acknowledgment of the consolidated annual accounts as at 31 December 2024.
• 1. Approval of the statutory annual accounts as at 31 December 2024 and allocation of the result. Proposal to approve the statutory annual accounts as at 31 December 2024, including the allocation of the result. Proposal to allocate a gross dividend of 6.20 EUR per share to the shareholders (coupon n°40). The treasury shares held by the Company do not entitle the Company itself to any dividend. The payment date is determined by the board of directors.
• 1. Approval of the remuneration report for the financial year ending 31 December 2024. Proposal to approve the remuneration report for the financial year ending on 31 December 2024.
• 1. Discharge to the directors.

Proposal to grant discharge to the directors of the Company for the performance of their mandate for the financial year ending 31 December 2024.

• 1. Discharge to the statutory auditor. Proposal to grant discharge to the statutory auditor for the performance of his mandate during the financial year ending 31 December 2024.
• 1. Appointment of one non-executive director.

Appointment of Mrs Ann Caluwaerts.

Subject to approval by the FSMA, proposal to appoint, with immediate effect, as an independent non-executive director, Mrs Ann Caluwaerts, until the end of the ordinary shareholders' meeting to be held in 2029.

The board of directors declares that Mrs Ann Caluwaerts meets the independence criteria set out in article 7:87 of the Companies and Associations Code and article 3.5 of the Belgian Corporate Governance Code 2020 and confirms that there is no indication of any element that could cast doubt on the independence of Mrs Ann Caluwaerts within the meaning of article 7:87, §1, paragraph 1, of the Companies and Associations Code.

With more than 35 years of experience in operational, strategic and leadership functions within large listed corporations, Mrs Ann Caluwaerts will make a significant contribution to the Board's strategic decisions.

The curriculum vitae of Mrs Ann Caluwaerts is available on the Company's website (https://www.cofinimmo.com/investors/shareholder-information/general-meetings/).

1. Appointment of the statutory auditor in charge of the sustainability information assurance.

In accordance with article 3:58 § 6 of the Companies and Associations Code, as amended by the law of 2 December 2024 on the publication of sustainability information by certain companies and groups and on sustainability information assurance, the audit committee has made a recommendation to the board of directors to appoint the statutory auditor currently responsible for the

statutory audit of the annual and consolidated accounts to carry out the sustainability information assurance assignment. Assigning this task to the auditor currently in charge of the statutory audit of the accounts will enable more effective coordination of the financial audits and the assurance of sustainability information, as the auditor already has in-depth knowledge of the Company's specific features. In accordance with article 3:61 § 8 of the Companies and Associations Code, the audit committee also recommended to align the duration of the first mandate of the statutory auditor in charge of sustainability assurance with the duration of his mandate in the context of the statutory audit of the annual and consolidated accounts.

It is specified that, in view of the legislative evolution in this matter announced by the European Commission on 26 February 2025, which would mean that the Company would no longer be subject to the obligation to appoint a statutory auditor in charge of the sustainability information assurance, the current appointment shall automatically end upon the entry into force of any law abolishing this obligation, without any further decision by the General Meeting being required.

Proposal to appoint, with immediate effect, the company KPMG Réviseurs d'Entreprises SRL, with Mr. Jean-François Kupper as its permanent representative, auditor approved by the FSMA and registered with the Institute of Company Auditors, whose registered office is at Luchthaven Nationaal 1k, 1930 Zaventem, as the auditor in charge of the sustainability information assurance, for a period of one year, expiring at the close of the annual general meeting to be held in 2026, and to set his incremental fees at € 61.750, excluding VAT and disbursements.

10. Delegation of powers to implement decisions taken.

Proposal to confer to two members of the executive committee, with the right of substitution, all powers to implement the decisions taken by the ordinary general meeting, as well as all powers to carry out the formalities necessary for their publication.

1. Miscellaneous.