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Nextensa SA AGM Information 2013

Apr 16, 2013

3982_rns_2013-04-16_0edb6691-f595-44ff-9db3-fd49f87c4ee4.pdf

AGM Information

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FOR INFORMATION PURPOSES ONLY

LEASINVEST REAL ESTATE Limited partnership by shares Fixed capital public real estate investment trust – a closed-end public real estate investment trust under Belgian law (sicafi/vastgoedbevak) Bld. de la Woluwe 2, 1150 Brussels Company number: 0436.323.915 (the "Company")

The statutory manager has the pleasure of inviting the shareholders to the ordinary general meeting, which will be held on Tuesday 21 May 2013 at 4 PM (16.00h) at the registered office of the manager, Schermersstraat 42 in 2000 Antwerp.

AGENDA

    1. Communication and discussion of the annual report of the statutory manager with regard to the financial year closed at 31 December 2012.
    1. Reading of the report of the auditor with regard to the statutory and consolidated accounts per 31 December 2012.
    1. Communication and approval of the remuneration report, which is a specific part of the corporate governance statement in the annual report. Proposed resolution: The general meeting approves the remuneration report.
    1. Communication and approval of the statutory and consolidated annual accounts over the financial year closed at 31 December 2012. Proposed resolution: After the preliminary reading of the annual report and the report of the auditor and communication of the statutory and consolidated annual accounts, the statutory and consolidated annual accounts per 31 December 2012 are approved.
    1. Appropriation of the result Dividend distribution.

Proposed resolution: The profit for appropriation of the financial year 2012, defined based on the statutory annual accounts, amounts to 3,768,951 EUR. The board of directors of the statutory manager proposes to the general meeting to appropriate the profit of 3,768,951 EUR as follows:

  • 13,887,510 EUR to be withdrawn from the reserves; - 17,656,461 EUR to be distributed as dividend;

and to distribute a dividend of 4.40 EUR gross and net, free of withholding tax (based on 25%) 3.30 EUR.

Subject to the approval by the general meeting the dividends will be paid upon presentation of coupon nr. 14 as from 27 May 2013.

    1. Discharge to the statutory manager. Proposed resolution: The general meeting gives discharge to the only statutory manager, Leasinvest Real Estate Management SA, for the execution of his mandate during the past financial year, by separate vote.
    1. Discharge to the auditor. Proposed resolution: The general meeting gives discharge to the auditor for the execution of his mandate during the past financial year.
  • Questions of the shareholders to the directors of the statutory manager with regard to the annual report or the agenda items and questions to the auditor with regard to his report.

PRACTICAL INFORMATION

On simple request, each shareholder can obtain a free bound copy of the annual report and the other documents mentioned in the agenda items 1, 2, 3 and 4, that will be available at the Company office.

CONDITIONS FOR ADMITTANCE AND PARTICIPATION TO THE MEETING

Shareholders can only participate to the general meeting and exercise their voting rights if the two following conditions are met:

  • (i) based on the evidence submitted in application of the registration procedure described below, the Company must be able to determine that you possessed the number of shares for witch you wish to participate to the general meeting on Tuesday 7 May 2013 at 24.00h (midnight, Belgian time), (the "Registration date").
  • (ii) At latest on Wednesday 15 May 2013 you need to explicitly confirm your intention to participate to the general meeting, to the Company.

These conditions have to be met in accordance with the formalities described below.

Registered shareholders have the right to participate to and vote at the general meeting, provided that: (i) their shares are inscribed in the register of nominative shares on the Registration date (i.e. 7 May 2013 at 24.00h); and

(ii) that they have confirmed their participation to the Company in writing, at latest on Wednesday 15 May 2013 (via ordinary mail, fax or e-mail), specifying the number of shares with witch they wish to participate to this general meeting.

Holders of bearer shares have the right to participate to and vote at the general meeting, provided that: (i) that their shares are deposited, at latest on the Registration date (i.e. 7 May 2013 at 24.00h) via the branches of their own bank or via Bank Delen (main paying agent), that need to deliver a certificate stating how many bearer shares have been deposited and for which the shareholder wishes to participate to the general meeting; and

(ii) that the aforementioned certificate is provided to the Company at latest on Wednesday 15 May 2013, stating the number of shares with which will be participated to the general meeting.

Holders of dematerialized shares have the right to participate to and vote at the general meeting, provided that:

(i) their shares are registered at their name in the accounts of an authorized account holder or a clearing organisation at latest on the Registration date (i.e. 7 May 2013 at 24.00h), that will produce a certificate stating how many shares are registered in their accounts in the name of the shareholders at the Registration date, and for which the shareholder has indicated wishing to participate to this meeting; the possession of the shares at the registration date is determined based on the confirmation submitted to the Company by the concerned authorized account holder or clearing organization or Bank Delen; and (ii) that the aforementioned certificate is provided to the Company at latest on Wednesday 15 May 2013, with a written confirmation of the number of shares with which will be participated to the general meeting.

Only persons that are shareholders of the Company at the Registration date (i.e. 7 May 2013 at 24.00h) and that have notified at latest on Wednesday 15 May 2013 that the they wish to participate to the ordinary general meeting as explained above, are authorized to participate to the meeting.

The shares are not frozen following the aforementioned process. Consequently, shareholders can freely dispose of their shares after the Registration date.

REPRESENTATION BY PROXY

Each shareholder who has complied with the aforementioned conditions for admittance may be represented at the general meeting by a proxy holder, preferably via het proxy form that can be found on www.leasinvest.be or at the Company office.

Except for the cases admitted by the Company Law, a shareholder can only appoint one single person as a proxy holder.

The notification of the proxy to the Company has to be done in writing, by sending a letter to the registered office of the Company to the attention of Ms Micheline Paredis or by sending an e-mail to [email protected].

The originally signed proxy forms have to be received by the Company at latest on Wednesday 15 May 2013 at the following address: Schermersstraat 42, 2000 Antwerp.

Moreover, shareholders who wish to be represented by a proxy holder must comply with the aforementioned conditions for admittance (registration and confirmation procedure).

ENTITLEMENT TO AMEND THE AGENDA

Shareholders holding alone or together at least 3% of the registered capital of the Company have the right to add agenda items to be treated at the general meeting, and to propose resolutions with regard to the current or new agenda items.

In order to exercise this right, the shareholders

(i) have to prove that they indeed own 3% of the capital on the date they introduce an agenda item or propose a resolution, as intended above (in one of the aforementioned ways for participating to the general meeting); and

(ii) have to register the shares representing their shareholding at the registration date, Tuesday 7 May 2013, whereby their shareholding is proven by, or the certificate of inscription of the related shares in the register of nominative shares, or the certificate issued by an authorized account holder or a clearing organisation, stating that the related number of dematerialized shares is registered in the account in the name of the concerned shareholder(s), or a certificate issued by the bank stating that the related number of bearer shares has been deposited in the name of the concerned shareholder(s).

This request must reach the Company in writing at latest on Monday 29 April 2013, mentioning an email or postal address whereto the Company can send a receipt within a term of 48 hours as from that reception.

Should the case arise, the Company will publish an amended agenda at latest on Monday 6 May 2013. At the same time an amended proxy form and a form to vote by correspondence are published on the website of the Company. All previously submitted proxies remain valid for the agenda items that were already mentioned. As an exception to the preceding, for the introduced agenda items for which new resolutions have been introduced, the proxy holder can deviate during the general meeting from the potential instructions of the shareholder he represents, if the execution of those instructions could prejudice the interests of the shareholder. The proxy holder has to inform the shareholder of this. The proxy has to mention if the proxy holder is authorized to vote on newly introduced agenda items to be treated, whether he should abstain from voting.

RIGHT OF INTERPELLATION

In conformity with article 540 of the Company Law, the shareholders are entitled to ask questions during the meeting, or in writing before the meeting, to the manager or the auditor relating to the annual report, the agenda items or the auditor's report.

These questions will be answered during the meeting, as far as the shareholder concerned meets the aforementioned formalities to be admitted to the general meeting and the Company has received these written questions at latest on Wednesday 15 May 2013. Written questions can be submitted to the Company by sending a letter to the registered office of the Company to the attention of Ms Micheline Paredis or by sending an e-mail to [email protected].

AVAILABILITY OF DOCUMENTS

All relevant information with regard to the general meeting (including the reports and documents mentioned in the agenda, as well as the proxy form) is available at www.leasinvest.be as of Friday 19 April 2013.

In accordance with article 535 of the Company Law, as from 19 April 2013, on submission of a certificate of inscription of the concerned shares in the register of nominative shares, or based on a certificate drawn up by the authorized account holder or the clearing institution, stating that the concerned number of dematerialized shares is registered in the account(s) of the concerned shareholder(s), or based on a certificate drawn up by the bank, stating that the number of bearer shares concerned has been deposited in the name of the concerned shareholder(s), to the address of the statutory manager, Leasinvest Real Estate Management SA, and administrative office of the Company (2000 Antwerp, Schermersstraat 42), the shareholders of the Company can obtain, for free, a copy of the documents and reports relating to this meeting, or that have to be available to them in virtue of the law.

Demands for a free copy can also been sent in writing, by letter or electronically, by e-mail, to the attention of the contact person below.

CONTACT PERSON for practical questions and/or communications with regard to this general meeting:

Mrs Micheline Paredis Secretary General p/a: Schermersstraat 42, 2000 Antwerp Tel: +32 (0)3 241 53 83 Fax: +32 (0)3 237 52 99 E-mail: [email protected]