Intervest Offices & Warehouses NV

Proxy Solicitation & Information Statement • Apr 27, 2017

PROXY EXTRAORDINARY GENERAL MEETING

(The proxy for the extraordinary general meeting is written in Dutch; the English version is an unofficial translation)

This paper form, duly completed, dated and signed must reach Intervest Offices & Warehouses ("the Company") at the latest on Tuesday 9 May 2017.

• 1. By ordindary post at following address: INTERVEST OFFICES & WAREHOUSES, Uitbreidingstraat 66, 2600 Berchem, to the attention of Jacqueline Mouzon
• 1. By e-mail: jacqueline.mouzon@intervest.be

In case of notification by electronic post the original proxy form must be presented at the latest the day of the meeting. Proxy forms which arrive too late or do not fulfill the required procedures will be refused.

Undersigned, (the "Proxy provider"),

Legal entity:
Corporate name and legal
form:
Registerd office:
Enterprise number:
Validly represented by
(name and function):
Natural person:
Last name and first name:
Address:

declares that the following shares of the limited liability company "INTERVEST OFFICES & WAREHOUSES", with registered offices at 2600 Berchem - Antwerp, Uitbreidingstraat 66, with enterprise number 0.458.623.918 have been registered on the Registration Date:

……………………………………. dematerialised shares held in full ownership/bare ownership, in usufruct1

Or

Declares to be the owner, on the Registration Date of:

……………………………………. ordinary shares held in full ownership/bare ownership, in usufruct2

Hereby gives special proxy to ("Proxy holder"):

¹ Delete where not applicable.

² Delete where not applicable.

Legal entity:
Corporate name and legal
form:
Registerd office:
Enterprise number:
Validly represented by
(name and function):
Natural person:
Last name and first name:
Address:

to whom he/she confers all powers for the purposes of representing him/herat the extraordinary general shareholders' meeting, to be held at the registered office of the company, on Monday 15 May 2017 at 10.00 am and to deliberate on the points in the agenda, for the purposes of voting on his/her/its behalf in line with his/her/its voting intention as expressed below.

Pursuant to article 547bis § 4 of the Belgian Companies Code3, proxy forms returned to Intervest Offices & Warehouses without appointing a proxy-holder are considered to appoint, as proxy-holder, Intervest Offices & Warehouses, its management body or one of its employees, creating a potential conflict of interests. To be taken into account, those proxy forms must indicate specific voting instructions for each item on the agenda. In the absence of specific voting instructions, the proxyholder, which is presumed to be in conflict of interests, may not vote.

In order to be able to attend the meeting, individuals acting in the capacity of representative must be able to prove their identity and representatives of legal entities must attach to this proxy voting form, or else provide immediately before the start of the General Meeting, documents establishing their capacity as an agent or authorised representative.

³ In the event of potential conflicts of interest between the proxy and the shareholder, the proxy must disclose the precise facts relevant to the shareholder, to allow the shareholder to assess the risk that the proxy could pursue an interest other than that of the shareholder. The proxy shall only be authorised to vote on behalf of the shareholder provided that he/she/it has specific voting instructions for each topic included in the agenda. A conflict of interest exists, in particular, when the proxy: (i) is the company itself or an entity controlled by it, a shareholder which controls the company or another entity controlled by such a shareholder; (ii) is a member of the board of directors or the management bodies of company or a shareholder which controls it or a controlled entity as described in (i) above; (iii) is an employee or auditor of the company, or a shareholder which controls it or a controlled entity as described in (i) above; (iv) is related to an individual described in (i) to (iii) above or is the spouse or legal cohabitant of such a person or a relation of such a person.

EXTRAORDINARY GENERAL MEETING

Please indicate for each resolution your voting instructions (for, against, abstain) in writing. The Proxy provider gives herewith instructions to the Proxy holder to vote as follows at the general on the following points of the agenda:

	Item on the agenda	Proposal for resolution	Voting
			instructions
			Yes	No	Ab
					sten
					tion
I.1.	CHANGES OF THE ARTICLES OF	Amendment of article 7 (Authorised share capital)
	ASSOCIATION	of the articles of association of the company as
	Amendment of article 7	follows:
	(Authorised share capital) of	The board of directors is expressly allowed to
	the articles of association of	increase the registered share capital by the
	the company	following amount on one or more occasions:
		I. one hundred and fifty-two million nine hundred
		and forty-seven thousand six hundred and
		twenty euros and thirty-five cents (€
		152.947.620,35), (a) if the capital increase to be
		realised concerns a capital increase by cash
		contribution where the company shareholders
		have the possibility of exercising their
		preferential right, and (b) if the capital increase
		to be realised concerns a capital increase by
		cash contribution where the company
		shareholders have the possibility of exercising
		their priority allocation (as referred to in the Act
		of 12 May 2014 on regulated estate companies);
		and
		II. thirty million five hundred and eighty-nine
		thousand five hundred and twenty-four euros
		and seven cents (€ 30.589.524,07) for any form of capital increase other than those intended
		and approved in point I above,
		on the understanding that, within the scope of the
		authorised share capital, the registered share
		capital cannot be increased by an amount
		exceeding a total of one hundred and fifty-two
		million nine hundred and forty-seven thousand six
		hundred and twenty euros and thirty-five cents (€
		152.947.620,35) effective for a period of five years
		from the date of the publication in the Appendices
		to the Belgian Official Gazette of the respective
		authorisation resolution of the general meeting.
		This authorisation may be renewed.
		The board of directors is authorised to increase the
		capital through contributions in cash or in kind or,
		if necessary, through incorporation of reserves or
		issue premiums, or by issuing convertible bonds or
		warrants, subject to compliance with the rules
		prescribed in the Belgian Companies Code, these
		articles of association and by the applicable
		legislation on regulated real estate companies.

	Item on the agenda	Proposal for resolution	Voting
				instructions
			Yes	No	Ab
					sten
					tion
I.2.	CHANGES OF THE ARTICLES OF	Amendment to article 9 (Purchase or taking into
	ASSOCIATION	collateral by the company of its own shares) of the
	Amendment to article 9	articles of association of the company as follows:
	(purchase or taking into	The Company can purchase its own fully paid-up
	collateral by the company of	shares or take them as collateral pursuant to the
	its own shares) of the articles	resolution of the general meeting in accordance
	of association of the company	with the presence and majority quorum laid down
		in article 620, §1, 1° of the Belgian Companies
		Code and in accordance with the rules prescribed
		in articles 620 et seq. of the Belgian Companies
		Code. This same general meeting can establish
		terms for the disposal of these shares.
		The board of directors has the authorisation to
		acquire equity shares as referred to in the
		previous paragraph in cases where this acquisition
		is necessary to protect the company from serious
		and imminent harm. "Serious and imminent harm"
		does not however mean a public takeover bid of
		equity shares of the company in the sense of
		article 607 of the Belgian Companies Code. This
		admission is effective for a period of three years
		from the date of the publication of this resolution
		in the Appendices of the Belgian Official Gazette of
		the respective authorisation resolution of the
		general meeting, and can be renewed for an
		equivalent period.
		The conditions for the disposal of equity shares
		acquired by the company will, depending on
		circumstances, be determined pursuant to article
		622, § 2 of the Belgian Companies Code, by the
		general meeting or by the board of directors.

	Item on the agenda	Proposal for resolution	Voting instructions
			Yes	No	Ab
					sten
					tion
II	AUTHORISATION FOR THE	Renewal of the authorisation of the board of
	AUTHORISED SHARE CAPITAL	directors to increase the registered share capital
	WITHIN THE SCOPE OF THE NEW	of the company pursuant to article 7 of the
	ARTICLE 7 OF THE ARTICLES OF	articles of association, on one or more occasions
	ASSOCIATION AND, THEREFORE,	up to a maximum of:
	WITH DUE CONSIDERATION FOR	I. one hundred and fifty-two million nine
	THE PRIOR RESOLUTION (*).	hundred and forty-seven thousand six
	Examination and deliberation	hundred and twenty euros and thirty-five
	of the management body's	cents (EUR 152.947.620,35), (a) if the capital
	special report regarding the	increase to be realised concerns a capital
	use of the authorised share	increase by cash contribution where the
	capital, the accompanying	company shareholders have the possibility of
	objectives aimed to be	exercising their preferential right, and (b) if
	achieved and renewal of the	the capital increase to be realised concerns a
	authorisation of the board of	capital increase by cash contribution where
	directors, albeit within the	the company shareholders have the possibility
	new statutory limits of the	of exercising their priority allocation (as
	articles of association as	referred to in the Act of 12 May 2014 on
	currently provided in the new	regulated estate companies); and
	article 7 and, therefore, with	II. thirty million five hundred and eighty-nine
	due consideration for the	thousand five hundred and twenty-four euros
	prior resolution (*).	and seven cents (€ 30.589.524,07) for any form of capital increase other than those
		intended and approved in point I above,
		on the understanding that, within the scope of
		the authorised share capital, the registered
		share capital cannot be increased by an amount
		exceeding a total of one hundred fifty-two
		million nine hundred forty-seven thousand six
		hundred twenty euros and thirty-five cents (€
		152.947.620,35), effective for a period of five
		years from the date of the publication of this
		resolution in the Appendices of the Belgian
		Official Gazette, which also includes an
		explanation that the authorised share capital
		cannot be used to increase the share capital in
		application of article 607 of the Belgian
		Companies Code in the framework of a public
		bid to purchase the shares of the company. The
		previous authorisation that the extraordinary
		general meeting granted to the board of
		directors on 24 April 2013 shall end as from the publication of this resolution in the Appendices
		of the Belgian Official Gazette.

	Item on the agenda	Proposal for resolution	Voting instructions
			Yes	No	Ab
					sten
					tion
III	AUTHORISATION TO ACQUIRE	Renewal of the authorisation of the board of
	OWN EQUITY SHARES	directors, pursuant to article 9 of the articles of
		association and articles 620 et seq. of the
		Belgian Companies Code and without resolution
		by the general meeting, to proceed to acquire
		own equity shares as described in article 9 of
		the articles of association in cases where this
		acquisition is necessary to protect the company
		from serious and imminent harm, effective for a
		period of three years from the date of the
		publication of this resolution in the Appendices
		of the Belgian Official Gazette.
IV.	PROXIES AND	Authorisation for the executing notary to
	AUTHORISATIONS	coordinate the articles of association of the
		company and to sign and file a copy thereof with
		the clerk of the Commercial Court
V.		MISCELLANEOUS: Shareholders' questions to the directors on the point on the	No vote required
		agenda to amend article 7 of the articles of association, and the special report by
		the board of directors regarding the use of the authorised share capital.

(*) Subject to approval by the Financial Services and Markets Authority (FSMA) of the agenda items, approval of which is required and which has not yet been obtained.

Statement of the shareholder

Pursuant to article 540 of the Belgian Companies Code, the undersigned hereby declares that he/she has no questions for the directors or the statutory auditor relating to any proposal of the above-mentioned agenda or their report

On behalf of the undersigned, the agent is hereby authorised to:

• a. attend the meeting and, inf necessary, vote to postpone the meeting
• b. attend all other meetings, with the same agenda, if the first meeting is postponed or delayed, or not convened regularly;
• c. participate in all deliberations and in name of the represented shareholder approve, amend or deny all proposals of the agenda;
• d. make every effort that is necessary to participate in the meeting, including but not limited to signing all resolutions, documents, minutes, etc.
• e. make every effort that is necessary or practical with respect to the foregoing in order to execute this proxy, including the designation of a substitute.

Completed at …………………………………….

On …………………………………….

Signature: