Gimv NV — AGM Information 2016

May 30, 2016

Gimv Naamloze Vennootschap Karel Oomsstraat 37 2018 Antwerpen Company number 0220.324.117 VAT-number: BE0220.324.117

The board of directors of Gimv NV (the "Company") invites all shareholders to attend the Annual General and Extraordinary Shareholders' Meeting that will take place on Wednesday 29 June 2016 at 10:30 am at De Singel (Theaterstudio), Desguinlei 25, 2018 Antwerp.

In relation to agenda items 11 and 12, as set out below, the required quorum of at least 50% of the capital was not met during the special and extraordinary general meeting of Friday 27 May 2016. Consequently, the extraordinary general meeting of 29 June 2016 will be able to validly discuss and resolve on the items on the agenda, regardless of the number of shares present or represented during this meeting.

This Annual Shareholders' Meeting is convened to discuss and resolve on the following agenda:

AGENDA OF THE ANNUAL GENERAL MEETING

• 1. Presentation of the report of the board of directors on the financial year ending on 31 March 2016
• 2. Presentation of the auditor's report on the financial year ending on 31 March 2016
• 3. Presentation of the consolidated annual accounts and the consolidated reports of the board of directors and the auditor on the financial year ending on 31 March 2016
• 4. Presentation and approval of the remuneration report

Proposed resolution: approval of the remuneration report as incorporated in the annual report of the board of directors on the financial year ending on 31 March 2016.

5. Approval of the annual accounts of the financial year ending on 31 March 2016 and appropriation of profit

Proposed resolution: approval of the annual accounts of the financial year ending on 31 March 2016, including the distribution of the results as proposed by the board of directors, and adoption of a gross dividend of EUR 2.45 per share.

6. Discharge to the directors

Proposed resolution: discharge to the directors for the performance of their mandate during the financial year ending on 31 March 2016.

7. Discharge to the auditor

Proposed resolution: acknowledgement and approval of the appointment of Ömer Turna in replacement of Jan De Luyck as permanent representative of EY Bedrijfsrevisoren BCV as from 1 July 2016 and discharge to the auditor for the performance of his duties during the financial year ending on 31 March 2016.

8. Resignation and appointment of directors

• 8.a. Proposed resolution: reappointment of Ms. Christ'l Joris as independent director. Christ'l Joris meets the functional, family and financial criteria of independence as set out by article 526ter, 1° to 5° and 7° to 9° of the Belgian Company Code. Furthermore, Christ'l Joris has explicitly stated that she has nor had any significant business connections with the Company which could harm her independence, a statement which is endorsed by the board of directors. This term of office will run for a period of 2 years until the end of the annual general meeting in 2018.
• 8.b. Proposed resolution: reappointment of Ms. Sophie Manigart as independent director. Sophie Manigart meets the functional, family and financial criteria of independence as set out by article 526ter, 1° to 5° and 7° to 9° of the Belgian Company Code. Furthermore, Sophie Manigart has explicitly stated that she has nor had any significant business connections with the Company which could harm her independence, a statement which is endorsed by the board of directors. This term of office will run for a period of 2 years until the end of the annual general meeting in 2018.
• 8.c. Proposed resolution: reappointment of Mr. Bart Van Hooland as independent director. Bart Van Hooland meets the functional, family and financial criteria of independence as set out by article 526ter, 1° to 5° and 7° to 9° of the Belgian Company Code. Furthermore, Bart Van Hooland has explicitly stated that he has nor had any significant business connections with the Company which could harm his independence, a statement which is endorsed by the board of directors. This term of office will run for a period of 2 years until the end of the annual general meeting in 2018.
• 8.d. Communication: presentation of Mr. Geert Peeters as new director of the Company, appointed by the extraordinary general meeting on Friday 27 May 2016 (ratification cooptation), nominated by the Vlaamse Participatiemaatschappij NV, a subsidiary of the Flemish Government.

A short resumé of the proposed new directors is available at http://gimv.com/en/investors/share/shareholder-meetings

9. Appointment of the auditor

Proposed resolution: appointment of EY Bedrijfsrevisoren BCV, having their registered office at J. Englishstraat 52, 2140 Borgerhout, as auditor of the Company for a period of three years until the end of the annual general meeting which will approve the annual accounts for financial year 2018-2019 and determination of the annual remuneration to the auditor on 88,400 EUR, an amount which will be amended yearly in accordance with the evolution of the Belgian Consumer Price Index. EY Bedrijfsrevisoren BCV appoints Ömer Turna, company auditor, as permanent representative.

10. Adoption of the remuneration of the directors

Proposed resolution: determination of the total amount of the fixed remuneration of all members of the board of directors, including the remuneration of the chairman and the managing director, at 1 450 000 EUR per year and authorisation to the board of directors to decide on the allocation hereof amongst the directors.

AGENDA OF THE EXTRAORDINARY SHAREHOLDERS' MEETING

11. Authorised capital

11.a. Report

Report of the board of directors in accordance with article 604 of the Belgian Company Code in which the board proposes to renew its existing authorisation in relation to the authorised capital including the special circumstances whereunder the board will be able to make use of this authorisation, as well as the intended purposes.

11.b. Renewal of the existing authorisation – Modification of the articles of association

Proposed resolution: The current authorisation granted to the board of directors in relation to the authorised capital, as set out in article 8 of the Company's articles of association, will be abrogated as from enforcement of the renewed authorisation as defined below. Upon ratification, the board of directors is granted the broadest authority to, within the scope and limits of articles 603, 605, 606 and 607 of the Belgian Company Code, increase the Company's capital integrally or fragmentally, with € 241.364.628,63, in cash or in kind, such as these authorisations are defined in article 8 of the Company's articles of association and in the report of the board of directors as referred to in 2.a. above.

This authorisation will remain valid for 5 years, respectively 3 years in case of a public takeover bid as defined in article 607 of the Belgian Company Code, in both cases counting as from publication of this resolution.

In this respect, article 8 ("Authorised Capital") of the Company's articles of association will be amended as follows:

• Replacement in the first paragraph of the amount "two hundred and twenty seven million four hundred and seventy eight thousand and seventy one Euro and forty Euro Cents (€.227.478.071,40)" by the amount "two hundred and forty one million three hundred and sixty four thousand six hundred twenty eight Euro and sixty three Euro Cents (€ 241.364.628,63)";
• Replacement in the third paragraph of the words "twenty six June two thousand thirteen (26 June 2013)" by "29 June 2016";
• Deletion of the last paragraph in relation to the applied authorisation in line with the expired authorisations.

12. Renewal of authorisation granted to the board of directors to purchase own shares

12.a. Renewal of the authorisation as set out in article 11 of the Company's articles of association

Proposed resolution: Renewal of the authorisation granted to the board of directors, for a period of three (3) years, to acquire and/or sell own shares if such action is deemed necessary to prevent a serious and imminent damage to the Company.

In this respect, the words "twenty six June two thousand thirteen" are replaced by "29 June 2016" in article 11 ("Serious and imminent damage") of the Company's articles of association.

12.b. New authorisation to the board of directors in accordance with article 10 of the Company's articles of association

Proposed resolution: The current authorisations to the board of directors in relation to the acquisition and/or sale of own shares, as granted by decision of the extraordinary shareholders' meeting of 26 June 2013, is abrogated as from enforcement of the renewed authorisations as set out below. The general meeting grants to the board of directors a renewed authorisation to, subject to the conditions set by law, for a period of five (5) years as from ratification of this decision and with immediate effect, taking into account the shares which would have been acquired earlier by the Company and which it holds in portfolio, or those shares acquired by a subsidiary in accordance with article 631 of the Belgian Company Code, as well as those acquired by a person acting in his own name but for the account of the Company or of such subsidiary, with available means in accordance with article 617 of the Belgian Company Code, to acquire on or outside the stock exchange a maximum of twenty percent (20%) of the Company's shares at a price per share within a price range equal to the share quotation of the last trading day prior to the date of redemption, decreased by twenty percent (20%) (minimum price) or increased with twenty percent (20%) (maximum price). This authorisation also applies to the acquisition on or outside the stock exchange of shares of the Company by one of its direct subsidiaries, within the meaning of article 627, first section of the Belgian Company Code. If the acquisition occurs outside of the stock exchange, regardless whether this acquisition is made by the Company or by one of its direct subsidiaries, the Company will make an offer to all shareholders under the same conditions, in accordance with article 620, §1, 5° of the Belgian Company Code.

13. Authorisations

Proposed resolution: The meeting grants, with the power of substitution, to the board of directors and the managing director the broadest authority useful or necessary to carry out the decisions and to amend the articles of association accordingly.

Formalities to be fulfilled

Shareholders of the Company who wish to attend the annual general and extraordinary shareholders' meeting can only take part through the securities they hold on the registration date, regardless of the number of securities they will be holding on the actual day of the annual general meeting. In accordance with article 29 of the articles of association, the ultimate registration date is Wednesday 15 June 2016 (the fourteenth day prior to the annual general meeting) at midnight (Belgian time).

Each shareholder can participate by one of the three following procedures:

a) personally attending the meeting

Each shareholder is entitled to personally attend the annual general meeting, subject to fulfillment of the following formalities:

• holders of shares that are registered in the Company's shareholders' register, have to inform the Company in writing no later than Thursday 23 June 2016 of their intention to attend the meeting, either by letter, facsimile or e-mail. A model confirmation letter is available at the registered offices of the Company and on its website (www.gimv.com).
• holders of dematerialised shares have to register their shares no later than Thursday 23 June 2016 at a branch of KBC or at the registered offices of the Company, by way of a certificate issued by their financial intermediary or authorised account holder. This certificate formally states the number of dematerialised shares on the registration date

and represents the amount of shares with which the shareholder can participate in the general meeting.

b) voting by proxy

Shareholders can also be represented by a proxy of their own choice, who may or may not be a shareholder of the Company. In addition to fulfilling the abovementioned formalities (see a) above), the shareholder must ensure that the Company receives the proxy form no later than Thursday 23 June 2016, either by regular mail or e-mail (infogav@gimv.com). A model proxy form is available at the registered offices of the Company and on its website (www.gimv.com). This model will also be sent out, together with the notice of meeting to the registered shareholders and to the other shareholders who have fulfilled the aforementioned formalities (see a) above).

c) voting by correspondence

Finally, each shareholder has the right to vote by correspondence on the items on the agenda. In addition to the abovementioned formalities (supra a), the voting form should contain the shareholder's full and precise identity, the number of shares he participates with in the voting process and the decision of the shareholder on each of the items on the agenda. The shareholder is allowed to clarify and motivate his decisions. In order to be valid, the voting form must be sent to the Company by registered letter with acknowledgement of receipt no later than Thursday 23 June 2016. A model voting form is available at the registered offices of the Company and on its website (www.gimv.com). This model will also be sent out with the notice of meeting to the registered shareholders and to the other shareholders who have fulfilled the aforementioned formalities (see a) above).

Information at the shareholders' disposal

The annual report of the board of directors and the report of the auditor on the financial year ending on 31 March 2016 (agenda items 1 and 2), the annual and consolidated annual accounts on the financial year ending on 31 March 2016 (agenda items 3 and 5) are available at the registered offices of the Company and on its website (www.gimv.com).

These documents will also be sent to the registered shareholders and to the other shareholders who have timely registered their shares in accordance with the formalities to attend the general meeting (see below).

Additions to the agenda and proposed resolutions

Shareholders who independently or jointly hold 3% of the Company's share capital have the right to add items to the agenda of the general meeting and to introduce propositions of resolutions, at the latest by Tuesday 7 June 2016 (in accordance with article 533ter of the Belgian Company Code). These propositions can also be sent to the Company by e-mail (infogav@gimv.com). The resolutions proposed by the shareholders, if any, will be published on the Company's website, at the latest by Tuesday 14 June 2016.

More detailed information relating to article 533ter of the Belgian Company Code can be found on the Company's website.

Written inquiries

Shareholders who meet with the conditions to participate in the general meeting, have the right to address the board of directors with their questions relating to its report and the items on the agenda as well as the statutory auditor with regard to his report. These inquiries can also be sent to the Company's registered offices or by e-mail (infogav@gimv.com), at the latest by Thursday 23 June 2016.

More detailed information relating to article 540 of the Belgian Company Code can be found on the Company's website.

The Board of Directors

For more information you can contact:

Frank De Leenheer Investor Relations & Corporate Communications Manager T +32 3 290 22 18 F +32 3 290 21 05 frank.deleenheer@gimv.com

Gimv NV Building leading companies

Karel Oomsstraat 37, B-2018 Antwerpen Company number 0220.324.117 VAT BE0220.324.117 www.gimv.com

ROUTE DESCRIPTION DE SINGEL – MEETING ROOM "THEATERSTUDIO" DESGUINLEI 25 2018 ANTWERP

General travel information

Website NMBS:http://www.belgianrail.be/nl~ Tel: +32 3 204 20 40 Website De Lijn:http://reisinfo.delijn.be/reisinfo/~ Tel: +32 3 218 14 06 Website Slimweg: http://www.slimweg.be/toplocaties/desingel.htm

1. By car

De Singel is located very near the ringway around Antwerp. GPS: Desguinlei 25, 2018 Antwerp

Coming from Brussels (E19)

E19 * get off at exit 5a - Antwerpen Centrum, Berchem, Singel – turn left at the traffic lights – follow direction Singel-Zuid – De Singel is located at the second traffic lights

Coming from Ghent (E17)

E17 * get off at exit 5 – Wilrijk – as from here you can follow the signs to "De Singel"

Coming from Breda/Hasselt

E19/E313 * get off at exit 4 - Berchem – turn right at the traffic lights – turn immediately left at the next traffic lights – follow direction Singel-Zuid – De Singel is located at the third traffic lights

2. Public transport

Website De Lijn:http://reisinfo.delijn.be/reisinfo/ ^~ Tramway schedule Antwerp: see enclosed

Coming from Antwerp Central Station

• tram 2 direction Hoboken or tram 6 direction Olympiade, stop "De Singel"
• bus 17 direction UZA, stop "Desguinlei"

Coming from direction Groenplaats

tram 9 direction Eksterlaar or tram 15 direction Boechout, stop "Diamant" or "Plantin", and next tram 2 direction Hoboken, stop "De Singel"

bus 22 direction UZA, stop "Desguinlei"

Coming from train station Antwerpen Zuid

15 minutes by foot alongside the Desguinlei

3. By bike

• spacious bike shed near the main entrance and the Grand Café
• bike station Velo

PARKING

• a couple of privileged parking spaces for disabled persons very near the main entrance to De Singel (Desguinlei)
• a spacious parking lot alongside the Desguinlei, beyond the crossing at De Singel direction Zuid, at a 5 minutes' walk
• a limited number of parking spaces in front of De Singel (Desguinlei)
• it is not allowed to park along the Jan Van Rijswijcklaan!

Upon registration, you will receive a free ticket in order to leave the parking lot!