Cofinimmo — Proxy Solicitation & Information Statement 2026

Apr 10, 2026

Cofinimmo together in real estate

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")

As at 10 April 2026, the Company's share capital is represented by 38,096,217 shares.

The board of directors of the Public Limited Company "COFINIMMO" invites the shareholders to attend the ordinary shareholders' meeting to be held on 13 May 2026 at 15:30 (hereinafter the "General Meeting") at the Company's headquarters, Avenue de Tervueren 270, 1150 Brussels, to deliberate and vote on the following agenda items:

Agenda of the ordinary shareholders' meeting of 13 May 2026 at 15:30

1. Acknowledgment of the management report on the statutory and consolidated financial year ending on 31 December 2025.
2. Acknowledgment of the statutory auditor's report on the statutory annual accounts as at 31 December 2025 and the statutory auditor's report on the consolidated annual accounts as at 31 December 2025.
3. Acknowledgment of the consolidated annual accounts as at 31 December 2025.
4. Approval of the statutory annual accounts as at 31 December 2025 and allocation of the result.
   Proposal to approve the statutory annual accounts as at 31 December 2025, including the allocation of the result.
   Proposal to allocate a gross dividend of 5.20 EUR per share to the shareholders (coupon n°41). 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.
5. Approval of the remuneration report for the financial year ending 31 December 2025.
   Proposal to approve the remuneration report for the financial year ending on 31 December 2025.
6. 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 2025.
7. 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 2025.
8. Confirmation of directors' co-optations and appointment.
   Following vacancies arising on the board of directors from the resignations of Mr. Xavier de Walque and Mr. Michael Zahn on 10 March 2026 in the context of the realisation of the combination with Aedifica SA/NV, Ms. Ingrid Daerden and Mr. Stefaan Gielens were co-opted as directors and now represent the shareholder Aedifica SA/NV on the Board of Directors. Their CVs are available on the Company's website (https://www.cofinimmo.com/investors/shareholder-information/general-meetings/).
   On the recommendation of the Nomination, Remuneration and Corporate Governance Committee, and taking into account their professional skills, the Board of Directors proposes to confirm the co-optations of Ms. Ingrid Daerden and Mr. Stefaan Gielens and to approve Mr. Stefaan Gielens' appointment, as approved by the FSMA on 9 March 2026.
   8.1. Proposal to confirm the co-optation of Ms. Ingrid Daerden as director, replacing Mr. Xavier de Walque, for the remainder of his mandate until the end of the ordinary shareholders' meeting to be held in 2028. This mandate is non-remunerated.
   8.2. Proposal to confirm the co-optation of Mr. Stefaan Gielens as director, replacing Mr. Michael Zahn, for the remainder of his mandate until the end of the ordinary shareholders' meeting to be held in 2026. This mandate is non-remunerated.
   8.3. Proposal to appoint, with immediate effect, Mr. Stefaan Gielens as director for a term of 4 years, until the end of the ordinary shareholders' meeting to be held in 2030. This mandate is non-remunerated.
9. Renewal of the auditor's mandate.
   The mandate of the auditor, 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, expires at the end of the ordinary shareholders' meeting of 13 May 2026.

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Cofinimmo
together in real estate

On the recommendation of the Audit Committee, the Board of Directors proposes the renewal of 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, as the Company's auditor for a term of 3 years, until the end of the ordinary shareholders' meeting to be held in 2029. This renewal was approved by the FSMA on 7 April 2026.

9.1. Proposal to renew, with immediate effect, the mandate of KPMG Réviseurs d'Entreprises SRL as auditor, with Mr. Jean-François Kupper as its permanent representative, auditor approved by the FSMA and registered with the Institute of Company Auditors, with registered office at Luchthaven Nationaal 1k, 1930 Zaventem, until the end of the ordinary shareholders' meeting to be held in 2029.

9.2. Proposal to set the auditor's fees at €201,800.00 per year, excluding VAT and disbursements, indexed annually in accordance with the health index.

1. Approval of the annual accounts of BENOSTONE CO 1 SA/NV, absorbed by the Company in an operation assimilated to a merger by absorption, discharge to the directors and the auditor.
   BENOSTONE CO 1 SA/NV was absorbed by the Company in an operation assimilated to a merger by absorption, in accordance with article 12:50 of the Companies and Associations Code, without the issuance of new shares. In accordance with article 12:58 of the Companies and Associations Code, the ordinary shareholders' meeting of the acquiring company approves the annual accounts and decides on the discharge of the management and supervisory bodies of the acquired company.

10.1. Proposal to approve the annual accounts of BENOSTONE CO 1 SA/NV for the period from 1 January 2025 to 4 December 2025.

10.2. Proposal to grant discharge to the directors of BENOSTONE CO 1 SA/NV for the performance of their duties for the period from 1 January 2025 to 4 December 2025.

10.3. Proposal to grant discharge to the auditor of BENOSTONE CO 1 SA/NV for the performance of its duties for the period from 1 January 2025 to 4 December 2025.

1. Delegation of powers to implement decisions taken.
   Proposal to delegate to two members of the executive committee, acting jointly and with the right of substitution, all powers necessary to implement the decisions adopted by the ordinary shareholders' meeting and to complete the formalities required for their publication.

2. Miscellaneous.