Gimv NV — AGM Information 2016

Apr 26, 2016

Gimv Naamloze Vennootschap Karel Oomsstraat 37 2018 Antwerpen Company number 0220.324.117 VAT-number: BE 0220.324.117

The board of directors of Gimv NV (the 'Company') invites all shareholders to attend the special and extraordinary shareholders' meeting that will take place on Friday 27 May 2016 at 10 am CET at the registered offices of the Company at Karel Oomsstraat 37, 2018 Antwerp.

Please be informed that, based on the experience of previous years, the required quorum of at least 50% of the capital will most probably not be met and that the meeting consequently will not be able to validly discuss and resolve on agenda items 2 and following.

You will be notified thereof and be invited to attend the general and extraordinary general meetings of the Company on Wednesday 29 June 2016, which will be able to validly discuss and resolve, irrespective of the number of present and represented shares.

AGENDA OF THE SPECIAL AND EXTRAORDINARY SHAREHOLDERS' MEETING

1. Ratification co-optation director

Proposed resolution: ratification of the co-optation dated 19 April 2016 of Geert Peeters as director of the Company upon recommendation of the Vlaamse Participatiemaatschapij NV, a company controlled by the Flemish Region, in replacement of Urbain Vandeurzen. This term of office will run for a period of three years until the end of the annual general shareholders' meeting of 2019.

2. Authorised capital

2.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.

2.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.

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

3.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.

3.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.

4. 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.

Information at the shareholders' disposal

The report of the board of directors in accordance with article 604 of the Belgian Company Code is available for the shareholders on the Company's website (www.gimv.com) as well as at Gimv's registered offices. This report will also be sent to the registered shareholders and to the other shareholders who have timely deposited 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 Thursday 5 May 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 Thursday 12 May 2016.

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

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. These inquiries can also be sent to the Company's registered offices or by e-mail (infogav@gimv.com), at the latest by Saturday 21 May 2016.

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

Formalities to be fulfilled to attend the special and extraordinary shareholders' meeting

According to the experience of previous years, this meeting will most likely determine that it cannot validly discuss and resolve because the required quorum has not been met.

Shareholders of the Company who nevertheless wish to attend this special 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 general meeting. In accordance with article 29 of the articles of association, the ultimate registration date is Friday 13 May 2016 (the fourteenth day prior to the 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 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 19 May 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 bearer shares must deposit their shares no later than Thursday 19 May 2016 at a branch of KBC Bank 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 bearer shares on the registration date and represents the amount of shares with which the shareholder can participate in the general Meeting.
• holders of dematerialised shares have to deposit their shares no later than Thursday 19 May 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 19 May 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 19 May 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).

The Board of Directors

For more information, please contact:

Frank De Leenheer Investor Relations & Corporate Communications Manager T: +32 3 290 2218 F: +32 3 290 2105 frank.deleenheer@gimv.com

Gimv NV Building leading companies Karel Oomsstraat 37, 2018 Antwerp Company number 0220.324.117 VAT-number BE 0220.324.117 www.gimv.com