Covivio — AGM Information 2022

May 19, 2022

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS. IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD IMMEDIATELY CONSULT THEIR OWN FINANCIAL, LEGAL, ACCOUNTING OR TAX ADVISERS.

19 May 2022

Covivio

A société anonyme à conseil d'administration established under the laws of the Republic of France having a share capital of €284,174,598 with its registered office at 18, avenue François Mitterrand, 57000 Metz, France, 364 800 060 RCS Metz

CONVENING NOTICE TO THE MEETING OF THE HOLDERS OF THE FOLLOWING NOTES

€500,000,000 1.625 per cent. Notes due 23 June 2030 issued on 23 June 2020 ISIN: FR0013519279 – Common Code: 219182180 (the Notes)

issued by Covivio (the Company or Covivio)

NOTICE IS HEREBY GIVEN that, pursuant to Condition 10 of the terms and conditions of the Notes (the Terms and Conditions), the Chief Executive Officer (Directeur Général) of the Company has decided to convene the holders of the Notes (the Noteholders) to a general meeting at 18, avenue François Mitterrand, 57000 Metz, France, on 20 June 2022 at 17:00 (Paris time) on first convocation (and, if no quorum is reached, on 21 July 2022 on second convocation, the time of which will be communicated subsequently by the Company to the Noteholders) (each, a General Meeting, and together, the General Meetings).

1. Introduction and background

Covivio is a leading European real estate investment company that focuses on developing and managing green buildings across Europe. The development of its Corporate Social Responsibility (CSR) is an integral part of Covivio's strategy.

Covivio's CSR strategy applies to all of its divisions (offices, hotels, residential) in the various countries where it operates, and the four components of this CSR strategy are common to each of the activities: sustainable buildings, societal, social and governance. The challenges represented by each of these objectives occupy an important place in Covivio's CSR policy and its business model.

In an effort to address climatic, environmental, social and digital challenges, Covivio makes sure that its portfolio is consistent with local needs, equipment, infrastructure, culture and customs, as well as local expertise and markets. Being one of the largest real estate investment trusts (société foncière) in Europe, Covivio has taken the responsibility and commitment to provide environmental certifications for 100% of its buildings (both new and refurbished) by the end of 2025. Covivio reached 91% environmentally certified assets in 2021.

Covivio's European sustainable development strategy is also enjoying high ratings from non-financial rating agencies and a strong recognition from investors. The Group has ratings from Moody's ESG (formerly V.E), ISS ESG, GRESB, DJSI, Gaïa Rating, Ecovadis, MSCI and Sustainalytics.

In 2021, Covivio initiated a proactive approach towards reducing its carbon footprint and an updated trajectory, compatible with the commitments of the Paris Agreement was approved. With the establishment of its Sustainable Bond Framework which (i) is aligned with the Green Bond Principles and the Sustainability Linked Bond Principles published by the International Capital Market Association (ICMA) (the Framework) (ii) is aligned with the relevant UN Sustainable Development Goals (UN SDGs) and (iii) takes into consideration, where relevant and possible, the Taxonomy Regulation and the Commission Delegated Regulation (EU) 2021/2139 of 4 June 2021, Covivio aims to issue green bonds to support Covivio's shift toward low-carbon real estate, compatible with the objective to limit global warming to 1.5°C above preindustrial levels.

To reinforce this strategy and support its CSR objectives, Covivio has decided to requalify the Notes as "green bonds", by allocating, as from the date of adoption of the Resolution (as defined below) by the General Meeting, an amount equivalent to the proceeds of the Notes to finance and/or refinance (i) eligible green assets, and/or (ii) capital expenditures, selected operational expenditures, and investments (together, the Eligible Green Portfolio), as they meet the eligibility criteria described in Covivio's Framework (the Allocation of an Amount Equivalent to the Proceeds).

In this context, and in accordance with the provisions of Article L.228-65, I of the French Code de commerce, Covivio's Chief Executive Officer has decided to convene the Noteholders to the General Meeting in order to deliberate and vote on the Resolution (as defined below).

It is specified that the approval of the Allocation of an Amount Equivalent to the Proceeds will not result in any amendment to the Terms and Conditions of the Notes set out in the prospectus dated 19 June 2020.

Unless the context otherwise requires, capitalized terms used in this notice shall have the same meaning ascribed to them in the Terms and Conditions.

2. Agenda of the General Meeting

The General Meeting is convened in order to deliberate on the following agenda and, if thought fit, to approve the following resolution (the Resolution).

The Chief Executive Officer (Directeur Général) of the Company has agreed that the following agenda shall be presented for approval at the General Meeting:

• Approval of the Allocation of an Amount Equivalent to the Proceeds, with effect from the date of the Resolution by the General Meetings;
• Filing at Covivio's registered office of the attendance sheet, the relevant powers of represented Noteholders set out in the Participation Form and the minutes of the General Meeting; and
• Powers for the completion of formalities.

3. Timetable of the General Meeting

Times and dates	Events
18 May 2022	Decision of the Chief Executive Officer of Covivio convening the General Meeting of Noteholders
19 May 2022	Announcement of the Consent Solicitation and publication of the Convening Notice to the Noteholders relating to the First General Meeting
15 June 2022, 00:00 (Paris time)	Date and time required for book entry statement evidencing the right of each Noteholder to participate in the First General Meeting
15 June 2022, 23:59 (Paris time)	Deadline for the reception by the Centralizing Agent of Participation Forms in view of the First General Meeting
20 June 2022, 17:00 (Paris time)	First General Meeting
As soon as possible after the holding of the First General Meeting	Announcement and publication of results or, if no quorum is met at the First General Meeting, publication of the Convening Notice to the Noteholders relating to the Adjourned General Meeting
18 July 2022, 00:00 (Paris time)	Date and time required for book entry statement evidencing the right of each Noteholder to participate in the Adjourned General Meeting
18 July 2022, 23:59 (Paris time)	Deadline for the reception by the Centralizing Agent of Participation Forms in view of the Adjourned General Meeting
21 July 2022	Adjourned General Meeting (if applicable) (the time of which will be communicated subsequently by the Company to the Noteholders as soon as possible after the holding of the First General Meeting)
As soon as possible after the holding of the Adjourned General Meeting	Announcement of the final results of the Adjourned General Meeting

Please note the following important dates relating to the General Meeting:

4. Resolution proposed to the Noteholders

THE TEXT OF THE RESOLUTION is as follows:

The General Meeting of Noteholders,

• 1. in accordance with Article L. 228-65, I of the French Code de commerce, (i) agrees that an amount equivalent to the proceeds of the Notes shall, from the date of approval of the Resolution by the General Meeting, be allocated by the Company to finance and/or refinance (i) eligible green assets, and/or (ii) capital expenditures, selected operational expenditures, and investments (together, the Eligible Green Portfolio), in accordance with the eligibility criteria described in the Company's Framework, as amended, supplemented and/or replaced from time to time (the Allocation of an Amount Equivalent to the Proceeds), (ii) unconditionally approves the Allocation of an Amount Equivalent to the Proceeds in all its terms, and(iii) acknowledges that the approval of the Allocation of an Amount Equivalent to the Proceeds will not result in any amendment to the Terms and Conditions governing the Notes (Approval of the Allocation of an Amount Equivalent to the Proceeds).
• 1. in accordance with article R.228-74 1 of the French Code de commerce, decides that the attendance sheet, the powers of the represented holders of the Notes set out in the Participation Forms and the minutes of the General Meeting will be deposited at the registered office of the Company, in order to allow each Noteholder involved to exercise the right of communication granted to it by law (Filing at Covivio's registered office of the attendance sheet, the relevant powers of represented Noteholders set out in the Participation Form and the minutes of the General Meeting).
• 1. grants, in view of the foregoing, all powers to the bearers of an original, a copy or an extract of the minutes of the General Meeting, for the purpose of carrying out all publicity formalities, in particular the publication of the decisions of the General Meeting, of filings and other formalities that may be necessary for the purposes of the Allocation of an Amount Equivalent to the Proceeds (Powers for the completion of formalities).

This notice is issued on 19 May 2022 by the Company and is published in accordance with the Terms and Conditions.

__________________

Documents available for inspection

In accordance with Condition 10 of the Terms and Conditions and articles L.228-69 and R.228-76 of the French Code de commerce, each Noteholder or, as the case may be, its representative, has the right, as from the date hereof and during the fifteen (15) calendar days preceding the holding of the First General Meeting or the Adjourned General Meeting, to consult or make a copy of the text of the Resolution which will be proposed and of any report or document which will be presented at the General Meetings.

The following report and documents (together, the Documents) are available as from the date of this convening notice for consultation, copy or upon request by filling out the information request form attached to this convening notice (the Information Request Form):

• the proposed Resolution (the text of which is reproduced in section 4 of this convening notice);
• Covivio's Framework, available on the Company's website (accessible here);
• the Second Party Opinion provided by Moody's ESG on Covivio's Framework, available on the Company's website (accessible here);
• the presentation for investors, available on the Company's website (accessible here);
• the Independent Auditors' Report, available on the Company's website (accessible here); and
• this convening notice (including the Information Request Form, Participation Form and the Form of Book Entry Statement (as defined below)).

Copies of the Documents can be obtained from and will be made available for inspection by the Noteholders at:

• the registered office of the Company (18, avenue François Mitterrand, 57000 Metz, France);
• the offices of the Centralizing Agent for the transaction, i.e. CACEIS Corporate Trust, at the following address: 12 Place des Etats Unis, CS 40083, 92549 Montrouge Cedex, France; and
• on the website of the Company (http://www.covivio.eu/en/finance/financing-public-offers/consentsolicitations-green-bonds-proposal/).

If any Noteholder has any question, they should feel free to contact, including by phone, the Centralizing Agent for matters regarding the submission of Participation Forms and associated documents, or the Consent Solicitation Agent (Sole Consent Solicitation Agent, i.e. BNP Paribas – 16, boulevard des Italiens, 75009 Paris – +33 1 87 74 64 33 – Email: liability.management@bnpparibas.com) for questions on the consent solicitation itself.

General

The relevant provisions governing the convening and holding of the General Meeting are set out in the Terms and Conditions.

Noteholders should pay particular attention to the requirements in respect of the quorum for the First General Meeting and the Adjourned General Meeting (if applicable), which are described below. In light of such requirements, Noteholders are strongly urged to take the steps referred to below as soon as possible in order to attend the General Meeting, to vote by correspondence or to be represented by Proxy (as defined below) at the General Meeting.

No consent or participation fee will be payable in connection with this Consent Solicitation.

This convening notice does not constitute or form part of, or should be construed as, an offer for sale, exchange or subscription of, or a solicitation of any offer to buy, exchange or subscribe for, any securities of the Company or any other entity. The distribution of this convening notice may nonetheless be restricted by law in certain jurisdictions. Persons into whose possession this convening notice comes are required to inform themselves about, and to observe, any such restrictions.

Quorum and Adjournment

Pursuant to Condition 9(e) of the Terms and Conditions, General Meeting may deliberate validly on first convocation only if Noteholders present or represented (including vote by correspondence) hold at least a fifth (1/5) of the principal amount of the Notes then outstanding. On second convocation, no quorum shall be required.

Decisions at meetings shall be taken by a two-third (2/3) majority of votes cast by the Noteholders attending the General Meeting or represented thereat.

Notice of the Adjourned General Meeting for lack of quorum shall be given in the same manner as notice of the First General Meeting.

Voting Procedures

Each Noteholder, regardless of the number of Notes held by it, has the right to vote in person, by proxy or by correspondence, in accordance with applicable laws and regulations.

In addition, each Noteholder can attend the broadcast of the General Meeting by conference call. If a Noteholder wishes to attend the broadcast of the General Meeting by conference call, it must expressly request this from the Centralizing Agent in order to obtain an access number, it being understood that any Noteholder attending the General Meeting by conference call shall not be able to vote during such conference call but must submit its Participation Form in accordance with the procedures detailed below.

If a Noteholder wishes to participate in the General Meeting in person, it must:

• (a) complete the Participation Form and, in particular, paragraph 2(a) thereof;
• (b) evidence its right to participate in such General Meeting by presenting (i) the admission card obtained from the Centralizing Agent or (ii) in the absence of such admission card, any evidence substantiating the registration of such Noteholder on the books kept by the Account Holder on the Record Date, and
• (c) present a current identity card or a passeport, with a power of attorney, if relevant, in order to be allowed access to the General Meeting.

If a Noteholder wishes to vote on the Resolution and the Notes it owns are held by a financial intermediary such as a broker, dealer, commercial bank, trustee, custodian or other nominee, such Noteholder should contact such financial intermediary and instruct it to vote in respect of its Notes on its behalf pursuant to the procedures of that custodian.

If a Noteholder does not wish to participate in person at the General Meeting, it may:

• (i) vote by correspondence: in that case, the Noteholder shall complete the paragraph 2(b) of the Participation Form annexed hereto; or
• (ii) give a proxy to a representative of his choice or the Chairman (as defined below) for the purpose of representing it at the General Meeting: in this case, the Noteholder shall complete paragraph 2(c) of the Participation Form annexed hereto. It is specified that in accordance with the provisions of Article L. 228-62 of the French Code de commerce, please note that the directors of the Company, its statutory auditors, or its employees as well as their ascendants, descendants and spouses, may not be appointed

as a proxy. Additionally, in accordance with the provisions of Article L. 228-63 of the French Code de commerce, persons to whom the exercise of the profession of banker is prohibited or who are deprived of the right to run, administer or manage any type of company, may not be appointed as a proxy.

Participations Forms will only be taken into account for the calculation of the quorum and for the votes, if such forms: (i) are duly completed and signed, (ii) attach a form of book-entry statement substantially in the form attached hereto (a Form of Book Entry Statement) or in such form as is regularly used by the account holder, duly completed and signed by the relevant account holder (a Valid Book Entry Statement), and (iii) are received by the Centralizing Agent at least three (3) calendar days before the date of the relevant General Meeting, i.e. for the First General Meeting at the latest on 15 June 2022 at 23:59 (Paris time) (or on 18 July 2022 at 23:59 (Paris time) for the Adjourned General Meeting), such forms being a Valid Participation Form if the above listed conditions are met.

An Information Request Form, a Participation Form and a Form of Book Entry Statement are attached hereto. These forms are available upon request from the Centralizing Agent (contact details below). The Noteholders must send the relevant Participation Form fully completed and signed to their Account Holder, who shall send it with a Valid Book Entry Statement to the Centralizing Agent by mail or email.

Valid Participation Forms will be valid for the Adjourned General Meeting convened with the same agenda, subject as set out in paragraph entitled "Voting requirements" below. Covivio has the power to waive or adjourn the General Meeting.

The Information Request Form and the Participation Form are attached to this notice of meeting and are available upon request at the Centralizing Agent:

CACEIS Corporate Trust Attention to "Service Assemblées Générales" 12 Place des Etats Unis, CS 40083, 92549 Montrouge Cedex France Tel: +33 1 57 78 34 44 Email: ct-assemblees@caceis.com

and can also be downloaded from the Company's website (accessible here).

Voting requirements

In accordance with article R.228-71 of the French Code de commerce and the Condition 9(e) of the Terms and Conditions of the Notes, the rights of each Noteholder to participate in the General Meeting will be evidenced by the entries in the books of the relevant account holder of the name of such Noteholder as of 00:00 (midnight) (Paris time) on the second (2nd) business day in Paris preceding the date set for the General Meeting (i.e., on 15 June 2022 at 00:00 (midnight) (Paris time) for the First General Meeting or on 18 July 2022 at 00:00 (midnight) (Paris time) for the Adjourned General Meeting) (in each case, the Record Date).

In accordance with article R. 228-71 of the French Code de commerce, a Noteholder having already sent a Participation Form will have the right to sell all or part of its Notes. It is however specified that if such sale is made before the Record Date:

• (i) the relevant Account Holder shall notify such sale to the Centralizing Agent with all necessary information; and
• (ii) the Centralizing Agent shall nullify or modify accordingly such vote as may have been exercised in the Noteholders Participation Form of such Noteholder.

In accordance with Condition 1 of the Terms and Conditions, Account Holder means any intermediary institution entitled to hold accounts, directly or indirectly, with Euroclear France, and includes Euroclear Bank SA/NV and the depositary bank for Clearstream Banking, SA.

By submitting a Participation Form, each Noteholder shall be deemed to agree, acknowledge, represent, warrant and undertake, to the Company, the Consent Solicitation Agent and the Centralizing Agent at (i) the time of submission of such Participation Form; (ii) the applicable voting deadline for the General Meeting; and (iii) the time of the General Meeting (and if a Noteholder is unable to make any such agreement or acknowledgement or give any such representation, warranty or undertaking, such Noteholder should contact the Centralizing Agent immediately) that:

• (a) it is not a Sanctions Restricted Person; where a Sanctions Restricted Person is a person or entity (A) that is, or is directly or indirectly owned or controlled by a person or entity that is, described or designated in (i) the most current "Specially Designated Nationals and Blocked Persons" list (which as of the date hereof can be found at: https://www.treasury.gov/ofac/downloads/sdnlist.pdf) or (ii) the Foreign Sanctions Evaders List (which as of the date hereof can be found at: http://www.treasury.gov/ofac/downloads/fse/fselist.pdf) or (iii) the most current "Consolidated list of persons, groups and entities subject to EU financial sanctions" (which as of the date hereof can be found at: https://eeas.europa.eu/headquarters/headquartershomepage\_en/8442/Consolidated%20list%20of%20sanctions) or (iv) the most current "UK sanctions list" (which as of the date hereof can be found at: https://www.gov.uk/government/publications/theuk-sanctions-list); or (B) that is otherwise the subject of any sanctions administered or enforced by any Sanctions Authority, other than solely by virtue of their inclusion in: (i) the most current "Sectoral Sanctions Identifications" list (which as of the date hereof can be found at: https://www.treasury.gov/ofac.downloads/ssi/ssilist.pdf) (the SSI List), (ii) Annexes III, IV, V and VI of Council Regulation No. 833/2014, as amended from time to time including (without limitation) by Council Regulation No. 960/2014, Council Regulation (EU) No 1290/2014, Council Regulation (EU) No 2015/1797 and Council Regulation (EU) No 2017/2212 (the EU Annexes), (iii) the "Current list of designated persons: Russia" published by the Office of Financial Sanctions Implementation (which as at the date hereof can be found at: https://www.gov.uk/government/publications/financialsanctions-ukraine-sovereignty-and-territorial-integrity) or (iv) any other list maintained by a Sanctions Authority, with similar effect to the SSI List or the EU Annexes. For these purposes Sanctions Authority means each of: (i) the United States government; (ii) the United Nations; (iii) the European Union (or any of its member states); (iv) the United Kingdom; (v) any other equivalent governmental or regulatory authority, institution or agency which administers economic, financial or trade sanctions; and (vi) the respective governmental institutions and agencies of any of the foregoing including, without limitation, the Office of Foreign Assets Control of the US Department of the Treasury, the United States Department of State, the United States Department of Commerce and Her Majesty's Treasury;
• (b) it has undertaken all appropriate analysis of the implications of the Consent Solicitation without reliance on the Company, the Consent Solicitation Agent, the Centralizing Agent or any of their respective affiliates, directors, employees, officers, agents, consultants or representatives;
• (c) it has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisers to the extent deemed necessary, and has made its own investment decisions based upon its own judgment and upon any advice from such advisers as deemed necessary and not upon any view expressed by the Company, the Consent Solicitation Agent, the Centralizing Agent or any of their respective affiliates, directors, employees, officers, agents, consultants or representatives;
• (d) it has observed the laws of all relevant jurisdictions, obtained all requisite governmental, exchange control or other required consents, complied with all requisite formalities and paid any issue, transfer or other taxes or requisite payments due from it in each respect in connection with its Participation Form and/or the Resolution in any jurisdiction and that it has not taken or omitted to take any action in breach of the representations or which will or may result in the Company, the Consent Solicitation

Agent, the Centralizing Agent or any other person acting in breach of the legal or regulatory requirements of any such jurisdiction in connection with the Resolution;

• (e) it acknowledges that none of the Company, the Consent Solicitation Agent, the Centralizing Agent, or any of their respective affiliates, directors, officers, employees, representatives or agents, has made any recommendation as to whether to vote on the Resolution and it represents that it has made its own decision with regard to the Resolution based on any independent legal, financial, tax or other advice that it has deemed necessary to seek; and
• (f) no information has been provided to it by the Company, the Consent Solicitation Agent, the Centralizing Agent, or any of their respective affiliates, directors, officers, employees, representatives or agents, with regard to the tax consequences for Noteholders arising from the participation in the General Meeting or the implementation of the Resolution, and it acknowledges that it is solely liable for any taxes and similar or related payments imposed on it under the laws of any applicable jurisdiction as a result of its submission of the Participation Form, and agrees that it will not and does not have any right of recourse (whether by way of reimbursement, indemnity or otherwise) against the Company, the Consent Solicitation Agent, the Centralizing Agent, or any of their respective affiliates, directors, officers, employees, representatives or agents, or any other person, in respect of such taxes and payments.

The representation, warranty and undertaking set out in paragraph (a) above shall, other than when such representation, warranty and undertaking is made by a Noteholder at the time of submission of the relevant Participation Form, not apply if and to the extent that it is or would be a breach of any provision of (i) Council Regulation (EC) No 2271/1996 (the Blocking Regulation) and/or any law or regulation implementing the Blocking Regulation in any member state of the European Union) or (ii) the Blocking Regulation as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018.

Chairman of the General Meeting

The chairman of the General Meeting (the Chairman) shall be the representative of the masse under the Notes i.e. F&S Financial Services, as designated in the Terms and Conditions of the Notes.

Expenses

In accordance with Condition 9(h) of the Terms and Conditions, the Company will pay all expenses relating to the operations of the Masse, including all expenses relating to the calling and holding of the General Meetings and, more generally, all administrative expenses resolved upon by the General Meetings, it being expressly stipulated that no expenses may be imputed against interest payable under the Notes.

Attachments

• Information Request Form
• Participation Form
• Form of Book Entry Statement

ANNEX

Risk factors generally applicable to "green bonds"

It should be noted that the definition (legal, regulatory or otherwise) of, and market consensus for a particular project to be defined as, a "green" or equivalently labelled project is still under development. On 18 June 2020, Regulation (EU) No. 2020/852 on the establishment of a framework to facilitate sustainable investment was adopted by the Council and the European Parliament (the "Taxonomy Regulation"). The Taxonomy Regulation establishes a single EU-wide classification system, or "taxonomy", which provides companies and investors with a common language for determining which economic activities can be considered environmentally sustainable. The Commission Delegated Regulation (EU) 2021/2139 of 4 June 2021 establishing the technical screening criteria for determining which economic activities can be considered as contributing substantially to climate change mitigation or climate change adaptation and for determining whether that economic activity causes no significant harm to any of the other environmental objectives entered into force on 1 January 2022. However, the Taxonomy Regulation or the Commission Delegated Regulation specified above remain subject to further developments with regard to other specific economic activities. As a result, the Eligible Green Portfolio or use(s) the subject of, or related to, the Eligible Green Portfolio may not meet any or all investor expectations regarding such "green" or other equivalently-labelled performance objectives.

While it is the intention of the Company to allocate, as from the date of approval of the Resolution by the General Meetings, an amount equivalent to the proceeds of the Notes in, or substantially in, the manner described in the Resolution, the Eligible Green Portfolio or use(s) the subject of, or related to, the Eligible Green Portfolio may not be capable of being implemented in or substantially in such manner and/or in accordance with any timing schedule that is contemplated in the Company's Framework. The Eligible Green Portfolio might not be completed within any specified period or at all or with the results or outcome (whether or not related to the environment) as originally expected or anticipated by the Company. Any such event will not constitute an "Event of Default" as defined in the Terms and Conditions of the Notes or a default of the Company for any purpose. Additionally, no assurance is given by the Company, the Consent Solicitation Agent or the Centralizing Agent that the use of an amount equivalent to the proceeds of the Notes for the Eligible Green Portfolio will satisfy, whether in whole or in part, any present or future Noteholder expectations or requirements as regards any investment criteria or guidelines with which such Noteholder or its investments are required to comply, whether by any present or future applicable law or regulations or by its own by-laws or other governing rules or investment portfolio mandates, in particular with regard to any direct or indirect environmental impact of any projects or uses, the subject of or related to, the Eligible Green Portfolio.

Besides, in the event any Notes are, or are intended to be, listed, or admitted to trading on a dedicated "green", or other equivalently-labelled segment of a stock exchange or securities market, no representation or assurance is given by the Company, the Consent Solicitation Agent or the Centralizing Agent that such listing or admission will be obtained or maintained for the lifetime of the Notes.

The Second Party Opinion provided by Moody's ESG, formerly V.E. to ensure that the Framework follows all principles laid out in the Green Bond Principles and the Sustainability Linked Bond Principles is made available for information purposes only. Neither the Company, the Consent Solicitation Agent nor the Centralizing Agent will be, or shall be deemed, liable for any issue in connection with its content. The Second Party Opinion is not a recommendation to buy, sell or hold any bonds and the Noteholders should determine for themselves the relevance of such opinion. Moody's ESG is not subject to any specific regulatory or other regime/oversight.

Any such event or failure to allocate an amount equivalent to the proceeds of the Notes for the Eligible Green Portfolio as aforesaid and/or withdrawal of the Second Party Opinion or any opinion or certification given by any third party (whether or not solicited by the Company) or any such opinion or certification attesting that the Company is not complying in whole or in part with any matters for which such opinion or certification is opining or certifying may have a material adverse effect on the value of the Notes and/or result in adverse consequences for certain investors with portfolio mandates to invest in securities to be used for a particular purpose and, consequently, Noteholders could be adversely affected.

Covivio

A société anonyme à conseil d'administration established under the laws of the Republic of France having a share capital of €284,174,598 with its registered office at 18, avenue François Mitterrand, 57000 Metz, France, 364 800 060 RCS Metz

INFORMATION REQUEST FORM

GENERAL MEETING ON 20 JUNE 2022 AT 17:00 (PARIS TIME) AT 18, AVENUE FRANÇOIS MITTERRAND, 57000 METZ, FRANCE OF THE HOLDERS OF EUR 500,000,000 1.625 PER CENT. NOTES DUE 23 JUNE 2030 ISSUED ON 23 JUNE 2020 (ISIN: FR0013519279 – COMMON CODE: 219182180) (the Notes)

FORM TO BE SENT TO:

CACEIS Corporate Trust

Attention to "Service Assemblées Générales" 12 Place des Etats Unis, CS 40083, 92549 Montrouge Cedex France Tel: +33 1 57 78 34 44 Email: ct-assemblees@caceis.com

First name and Family name or Legal name: ……………
	Address or registered office:
	E-mail: @

❑ Kindly request to receive the documents stated in the paragraph entitled "Documents available for inspection" of the convening notice issued by Covivio in view of the general meeting of the holders of the Notes scheduled for 20 June 2022 at 17:00 (Paristime).

Delivery mode (by default, the document will be delivered electronically): ❑ By e-mail ❑ By mail

By a single request, the holders of the Notes may obtain from the Company the sending of the above documents and information at each subsequent general meeting.

Signed at .................................................... on ...............................................

Signature

IMPORTANT NOTICE: A book entry statement will need to be attached to the present form for the information request to be valid.

Covivio

A société anonyme à conseil d'administration established under the laws of the Republic of France having a share capital of €284,174,598 with its registered office at 18, avenue François Mitterrand, 57000 Metz, France, 364 800 060 RCS Metz

PARTICIPATION FORM GENERAL MEETINGON20JUNE 2022 AT 17:00(PARIS TIME) AT 18, AVENUE FRANÇOIS MITTERRAND, 57000 METZ, FRANCE OF THE HOLDERS OF EUR 500,000,000 1.625 PER CENT. NOTES DUE 22 JUNE 2030 ISSUED ON 23 JUNE 2020 (ISIN: FR0013519279–COMMON CODE: 219182180) (the Notes)

For instructions on how to participate in this General Meeting, please carefully read the back of this form. Please note that in order for this form to be taken into account for the General Meeting, paragraphs 1, 2 and 3 of this form must be duly and fully completed. Unless the context otherwise requires, capitalised terms used in this form shall have the meaning ascribed to them in the convening notice issued by Covivio in view of this General Meeting.

Address or Registered office Number of Notes held (Join a Book Entry Statement) 2/ PARTICIPATION AT THE GENERAL MEETING (Tick one box) a. □ I WISH TO ATTEND this General Meeting and ask for an admission card. b. □ I VOTE BY CORRESPONDENCE Having taken formal note of the Resolution proposed for the vote of the Noteholders at the General Meeting and pursuant to article L. 228-61 of the French Code de commerce, I hereby cast my vote on the Resolution as follows: For Against Abstain (equivalent to « Against ») Resolution This vote shall remain valid for successive meetings convened on the same agenda, for lack of a quorum or any other reason. c. □ I APPOINT AS PROXY, without possibility of substitution or sub delegation First name and Family name or Legal name or leave blank if you wish to appoint the Chairman Address or Registered office or leave blank if you wish to appoint the Chairman 1. to represent me at the General Meeting or at any adjournment thereof; and 2. to review all documents and receive all information, to sign the attendance sheets and any other documents, to take part in all proceedings, to casts all votes on the issues on the General Meeting's agenda or abstain himself/herself, and to do any and all other acts necessary. The present proxy shall remain valid for successive meetings convened on the same agenda, for lack of a quorum or any other reason. 3/ SIGNATURE (Complete and sign) Warning: this form must be received by the Centralizing Agent at the latest on 15 June 2022 at 23:59 pm (Paris time) First name and Date	First name and Family name or Legal name
Family name of the signatory

Quality Signature

HOW TO PARTICIPATE IN THIS GENERAL MEETING

Regardless of the number of Notes you hold, you have the right to vote in person, by proxy or by correspondence, in accordance with applicable laws and regulations.

If you wish to attend the conference call broadcast of the General Meeting, you must specifically request an access number from the Centralizing Agent, it being understood that if you attend the General Meetings by conference call, you shall not be able to vote during such conference call but must submit a Participation Form.

To participate, your Notes must have been entered in your name on a securities account maintained by an account holder on the second (2nd) business day in Paris preceding the date of the General Meeting at 00.00 (midnight) (Paris time).

RETURN OF THIS FORM

Please return this Participation Form fully completed to your account holder, who shall send it with a Valid Book Entry Statement to the Centralizing Agent CACEIS Corporate Trust:

CACEIS Corporate Trust Attention to "Service Assemblées Générales" 12 Place des Etats Unis, CS 40083, 92549 Montrouge Cedex France Tel: +33 1 57 78 34 44 Email: ct-assemblees@caceis.com

In order to be taken into account for the General Meeting, this form fully completed must be received by the Centralizing Agent CACEIS Corporate Trust at least three (3) calendar days before the General Meeting, i.e. on 15 June 2022 at 23:59 (Paris Time) at the latest.

OPTIONS FOR ATTENDING THE GENERAL MEETING

1/ Attending the General Meeting in person

You must ask an admission card by ticking the corresponding box on the form in paragraph 2(a).

To access the General Meeting, you must present (i) this admission card or a book entry statement remitted by your authorised intermediary dated 15 June 2022 at zero hour (00:00) CET at the latest (and in any case no earlier than fifteen (15) calendar days before the date of the General Meeting) and (ii) a current identity card or a passport. You will not enter the meeting without one of these documents.

2/ Vote by correspondence

You must complete paragraph 2(b) by ticking (i) the box "I vote by correspondence" of the form and (ii) one of the three boxes "FOR", "AGAINST" or "ABSTAIN" for the Resolution. Forms not indicating any vote or expressing an abstention shall be considered as negative votes.

3/ Appoint a proxy

You must complete paragraph 2(c) by (i) ticking the box "I appoint as proxy" of the form and (ii) either specify the name of your proxy or leave this box blank, in which case, you shall be deemed to have appointed the Chairman of the General Meeting as your proxy.

The proxy shall remain valid for successive meetings convened on the same agenda, for lack of a quorum or any other reason.

In accordance with the provisions of Article L. 228-62 of the French Code de commerce, please note that the directors of the Company, its statutory auditors, or its employees as well as their ascendants, descendants and spouses, may not be appointed as a proxy.

Additionally, in accordance with the provisions of Article L. 228-63 of the French Code de commerce, persons to whom the exercise of the profession of banker is prohibited or who are deprived of the right to run, administer or manage any type of company, may not be appointed as a proxy.

IMPORTANT NOTICE:

In accordance with the provisions of Article L. 228-61 of the French Code de commerce, any ballot that does not have a voting direction or indicating abstention with regards to the Resolution will be counted as a vote against the Resolution.

Any ballot with two contradictory votes for the Resolution will be counted as a vote against the Resolution.

A Noteholder cannot both vote by correspondence and appoint a proxy. However, if both paragraphs 2(b) and 2(c) are completed in this form, only the proxy will be taken into account.

The holders of redeemed Notes that were not repaid on account of the failure of the debtor company or a dispute relating to the conditions of repayment may participate in the General Meeting. A company which holds at least 10% of the debtor company's capital shall not vote with the Notes it holds at the General Meeting.

Covivio

A société anonyme established under the laws of the Republic of France having a share capital of €284,174,598 with its registered office at 18, avenue François Mitterrand, 57000 Metz, France, 364 800 060 RCS Metz

FORM OF BOOK ENTRY STATEMENT GENERAL MEETING ON 20 JUNE 2022 AT 17:00 (PARIS TIME) AT 18, AVENUE FRANÇOIS MITTERRAND, 57000 METZ, FRANCE OF THE HOLDERS OF EUR 500,000,000 1.625 PER CENT. NOTES DUE 23 JUNE 2030 ISSUED ON 23 JUNE 2020 (ISIN: FR0013519279 – COMMON CODE: 219182180) (the Notes)
	CACEIS Corporate Trust Attention to "Service Assemblées Générales" 12 Place des Etats Unis, CS 40083, 92549 Montrouge Cedex France Tel: +33 1 57 78 34 44 Email: ct-assemblees@caceis.com	THIS FORM SHALL BE FILED IN BY YOUR ACCOUNT HOLDER AND SHALL BE RETURNED TO:
WE, THE UNDERSIGNED,
Account holder:
Represented by:
ACTING AS ACCOUNT HOLDER,
HEREBY CERTIFY THAT
First name and Family name or Legal name:
Address or Registered office:
is the holder of	Notes (nominal amount €100,000 per Note).
François Mitterrand, 57000 Metz, France.		WE HEREBY CERTIFY THAT, unless otherwise indicated by us to the Centralizing Agent of the General Meeting referred to herein in case of assignment of all or part of the above-mentioned Notes before 00.00 midnight (Paris Time) on the second business day preceding the date of such meeting, the above-mentioned holder of Notes is entitled to participate at such General Meeting of Noteholders, scheduled for 20 June 2022, 17:00 (Paris time) at 18, avenue
	Signed at	on
HOLDER	SIGNATURE	STAMP OF THE ACCOUNT

Unless the context otherwise requires, capitalized terms used in this form shall have the meaning ascribed to them in the convening notice issued by Covivio on 19 May 2022 in view of this General Meeting.