Nextensa SA — AGM Information 2014

Apr 17, 2014

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) Route de Lennik 451, 1070 Brussels (Anderlecht) Company number: 0436.323.915 (the "Company")

The manager is pleased to invite the holders of securities of the Company to attend the ordinary and extraordinary general meetings of shareholders that will be held consecutively at the registered office of the manager at 2000 Antwerp, Schermersstraat 42, on Monday 19 May 2014 at 16.00h, with the following agenda.

ORDINARY GENERAL MEETING

• 1. Reading and discussion of the annual report of board of directors and the report of the auditor of Canal Logistics Brussels SA (Absorbed company) with regard to the annual accounts over the financial year closed at 31 December 2013 mentioned in agenda item 2.
• 1. Reading and approval of the annual accounts of Canal Logistics Brussels SA (Absorbed company) established in accordance with article 727 of the Company Code over the financial year closed at 31 December 2013. Proposed resolution: After preliminary reading of the annual report of the board of directors and the report of the auditor of Canal Logistics Brussels NV (Absorbed company) and communication of the annual accounts established in accordance with article 727 of the Company Code over the financial year closed at 31 December 2013, the annual accounts of Canal Logistics Brussels NV (Absorbed company) per 31 December 2013 are approved.
• 1. Discharge to the directors of Canal Logistics Brussels SA (Absorbed company). Proposed resolution: The general meeting gives discharge, by separate vote, to the directors of Canal Logistics Brussels SA (Absorbed company), for the execution of their mandate during the financial year ended on 31 December 2013.
• 1. Discharge to the auditor of Canal Logistics Brussels SA (Absorbed company). Proposed resolution: The general meeting gives discharge to the auditor of Canal Logistics Brussels SA (Absorbed company) for the execution of his mandate during the financial year ended on 31 December 2013.
• 1. Reading and discussion of the annual report of statutory manager with regard to the statutory and consolidated annual accounts over the financial year closed at 31 December 2013 mentioned in agenda items 8 and 9.
• 1. Reading and discussion of the report of the auditor with regard to the statutory and consolidated annual accounts over the financial year closed at 31 December 2013 mentioned in agenda items 8 and 9.
• 1. Reading and approval of the remuneration report with regard to the financial year closed at 31 December 2013, which is a specific part of the corporate governance statement in the annual report of the manager. Proposed resolution: The general meeting approves the remuneration report with regard to the financial year closed at 31 December 2013.
• 1. Reading of the consolidated annual accounts over the financial year closed at 31 December 2013.

• Reading and approval of the statutory annual accounts over the financial year closed at 31 December 2013.

Proposed resolution: After the preliminary reading of the annual report of the manager and the report of the auditor and communication of the statutory and consolidated annual accounts, the statutory annual accounts per 31 December 2013 are approved.

1. Appropriation of the result – Dividend distribution.

Proposed resolution: The profit for appropriation of the financial year 2013, defined based on the statutory annual accounts, amounts to 9,755,805 EUR. The board of directors of the statutory manager proposes to the general meeting to appropriate the profit of 9,755,805 EUR as follows:

• 10,487,389 EUR to be withdrawn from the reserves;
• 20,243,194 EUR to be distributed as dividend;

and to distribute a dividend of 4.50 EUR gross and net, free of withholding tax (based on 25%) 3.375 EUR, for all shares existing before the public capital increase.

The pro rata gross dividend for the shares existing before the public capital increase amounts to 2.14 EUR (net 1.605 EUR), and the pro rata gross dividend for the new shares, created following the public capital increase, amounts to 2.36 EUR (net 1.77 EUR).

Subject to the approval of the general meeting dividends will be paid out as of 26 May 2014 at the financial institutions Bank Delen (main paying agent), ING Bank, Belfius Bank, BNP Paribas Fortis Bank and Bank Degroof, upon presentation of.

coupon no 16, or 2.14 EUR gross, on 4 June 2013 (after closing of the stock exchange), detached from the shares existing before the public capital increase, representing the right to the pro rata dividend for the financial year 2013, calculated pro rata for the period between 1 January 2013 and the issue date of the new shares, i.e. 25 June 2013, and coupon no 17, or 2.36 EUR gross, representing the dividend for the period after the issue date of the new shares and 31 December 2013.

1. Discharge to the statutory manager.

Proposed resolution: The general meeting gives discharge to the only and statutory manager, Leasinvest Real Estate Management SA, and its permanent representative, for the execution of the mandate as manager during the past financial year.

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.

• 13.Questions of the shareholders to the directors of the statutory manager with regard to the annual report of the manager or to the agenda items and questions to the auditor with regard to his report.
• 1. Approval of issue condition 6.3. of the bond loan for a total amount of 20,000,000 EUR issued by the Company on 4 December 2013 and the rights of the bond holders, as recorded in the placement memorandum for the private placement of bonds, drawn up on 19 November 2013, and in particular, approval of the recorded change of control clause in accordance with article 556 of the Company Code.

Proposed resolution: Issue condition 6.3. of the bond loan issued by the Company on 4 December 2013 and the rights of the bond holders, as recorded in the placement memorandum for the private placement of bonds, drawn up on 19 November 2013, holding the possibility for the bond holders to demand the anticipated refund of the bonds, in the case of a change of control (i.e. an Event of Accelerated Payment), is approved, in accordance with article 556 of the Company Code. As required by the second paragraph of article 556 of the Company Code, this decision will be filed in accordance with article 75, 3° of the Company Code, and will also be communicated as a notice in the Appendices to the Belgian Official Journal.

1. Approval of issue conditions 7.2 and 20.6 of the syndicated loan of 22,500,000 EUR concluded by the Company on 23 December 2013 and the rights of the creditors, and more specifically approval of the change of control clause in accordance with article 556 of the Company Code, recorded in the credit convention. Proposed resolution: Issue conditions 7.2 and 20.6 of the syndicated loan concluded by the Company on 23 December 2013 and the rights of the creditors, as recorded in the credit convention, and more specifically the change of control clause therein recorded, are approved, in accordance with article 556 of the Company Code. As required by the second paragraph of article 556 of the Company Code, this decision will be filed in accordance with article 75, 3° of the Company Code, and will also be communicated as a notice in the Appendices to the Belgian Official Journal.

EXTRAORDINARY GENERAL MEETING

References to articles of the articles of association in the agenda of the extraordinary general meeting below, concern the numbers of the articles recorded in the current coordinated articles of association of the Company, drawn up on 19.12. 2013.

The proposed resolutions with regard to the agenda items below relating to an amendment to the articles of association, and that require a preliminary approval of the FSMA, are subject to obtaining this approval as far as it would not have been obtained at the moment of publication of this convocation.

1. Renewal of authorizations to the manager with regard to redemption and disposal of treasury shares.

1.1. Renewal of statutory authorizations of the manager as recorded in articles 10.2. and 10.3 of the articles of association, and especially granting of a new authorization to the manager with regard to redemption and disposal of treasury shares in the case of a serious and imminent danger.

Proposed resolution: The meeting decides to the renewal of the authorizations granted to the manager in the articles of association, and especially to proceed to the redemption and disposal of treasury shares without prior decision of the general meeting, should this redemption or disposal be necessary to prevent the Company from being subject to a serious and imminent danger. These new authorizations are valid for a term of three years as of the date of publication of the amendment to the articles of association resulting from this decision. Accordingly, in the articles 10.2 and 10.3 of the articles of association, the date "16 May 2011" is replaced by "19 May 2014".

1.2. Granting to the manager of a new authorization with regard to redemption and disposal of treasury shares in accordance with the articles 620, §1, fifth paragraph and 622, §2, first subparagraph of the Company Code. Definition of a maximum number of shares to be redeemed, a minimal and maximal remuneration per share, and duration of this authorization. This authorization is also valid for the acquisition of shares of the Company on a regulated market by its directly controlled subsidiaries in accordance with article 627 of the Company Code. Proposed resolution: The manager is granted a new authorization, taking into account the conditions and terms defined by law, to proceed to the redemption of treasury shares of the Company, subject to the following conditions:

• This authorization is valid for a number of treasury shares that amounts maximum to the number of shares of which the acquisition would lead to reaching the 20% threshold of article 620, §1, first subparagraph, 2° of the Company Code, taking into account all redeemed and potentially still held shares by the Company and its direct subsidiaries;

• Redeeming a share within the scope of this authorization needs to take place at a minimum price per share that corresponds to the lowest of the last twenty closing prices of the share of the Company on the regulated market where they are listed, before the redemption date, minus 15% and at a maximum price per share that corresponds to the highest of the last twenty closing prices of the share of the Company on the regulated market where they are listed, before the redemption date, augmented by 15%;

• The remuneration for the redemption of these treasury shares cannot exceed the resources of the Company available for distribution in accordance with article 617 of the Company Code;

• The redemption of the shares within the scope of this authorization will entail the immediate creation of an unavailable reserve 'redemption of treasury shares' of the size of the global acquisition value of the redeemed shares, and this by a deduction of the available reserve. The creation of an unavailable reserve is only mandatory if and as long as the shares are held in portfolio;

• This authorization is valid for a term of 5 years as of the date on which this decision is approved. The manager is also again authorized, taking into account the conditions and terms defined by law, to proceed to the disposal of treasury shares that the company holds in portfolio, subject to the following conditions:

• This authorization is valid for a number of treasury shares that is maximum equal to the number of shares by which the thresholds for legally holding cross participations by indirect subsidiaries of the company in the sense of article 631, §1 of the Company Code would be reached;

• The disposal of a share within the scope of this authorization needs to take place at a minimum price per share that corresponds to the lowest of the last twenty closing prices of the share of the Company on the regulated market where they are listed, before the disposal date, minus 15% and at a maximum price per share that corresponds to the highest of the last twenty closing prices of the share of the Company on the regulated market where they are listed, before the disposal date, augmented by 15%.

• The unavailable reserve 'redemption of treasury shares' created by the Company for holding treasury shares in portfolio is accounted for after the disposal, to the extent of the acquisition value of the shares disposed, and this by the increase of the available reserve.

The authorization to proceed to the disposal of treasury shares, recorded in article 10.3 of the articles of association, without the permission of the general meeting, in accordance with article 622, §2, second subparagraph, 1° of the Company Code, as far as they are disposed of on the regulated market on which they are listed, is as far as needed, confirmed and ratified.

1. Deletion from the articles of association of all references to bearer shares and of all regulations with regard to bearer shares, following the application of the Law of 14 December 2005 abolishing the bearer securities, as amended, based on which the bearer shares of the Company that were not converted on 1 January 2014, were legally converted into dematerialized shares and inscribed in the name of the Company in a securities account.

Proposed resolution:

In article 8 of the articles of association relating to the type of shares, the mention", bearer" in the first paragraph is deleted, and the last paragraph is integrally deleted. Accordingly Article 24 of the articles of association on the conditions for admittance to general meetings is also amended accordingly by the following deletions, on the one hand, in article 24.1. of "or by submitting the bearer shares to a financial intermediary," and on the other hand, in article 24.2. of "or of bearer shares" and ", according to the case," and "or how many bearer shares were submitted at the registration date,".

3. Authorization.

Proposed resolution: The meeting grants the largest competences to the manager, with right of subrogation, that are necessary or useful for the execution of the decisions that were taken and the resulting amendments to and coordination of the articles of association.

PRACTICAL INFORMATION

Each shareholder can upon simple request obtain, for free, a copy of the Annual financial report and the other documents mentioned in the agenda items 1, 2, 5, 6, 7, 8 and 9 of the ordinary general meeting, available at the Company office.

Conditions for admittance and participation to the meeting

The manager points out that only persons responding to the two conditions mentioned hereafter will have the right to participate to the general meeting and execute their voting right.

(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 Monday 5 May 2014 at 24h00 (midnight, Belgian time), (the "Registration date").

(ii) At latest on Tuesday 13 May 2014 you need to explicitly confirm your intention to the Company to participate to the general meeting.

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 at twenty-four hours (24.00h) (CET) on 7 May 2014 ('the Registration date'); and

(ii) that they have confirmed the Company in writing (ordinary mail, fax or e-mail) their participation, mentioning the number of shares with which they wish to participate to this general meeting, and this, at latest on Tuesday 13 May 2014.

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 twenty-four hours (24.00u) (CET) at the Registration date, 5 May 2014, that will deliver a certificate stating how many shares are registered in their accounts, in the name of the shareholder, at the Registration date, and with which the shareholder has indicated wishing to participate to this meeting; the possession of the shares at the Registration date is proven based on the confirmation of the authorized account holder or clearing organisation or Bank Delen, communicated to the Company; and

(ii) the aforementioned certificate has been transmitted to the Company at latest on Tuesday 13 May 2014, with a confirmation writing of the number of shares with which is participated to the general meeting.

Only persons that are shareholder of the Company at the Registration date (5 May 2014 at 24.00h) and that have notified at latest on Tuesday 13 May 2014 that the they wish to participate to the ordinary and to the extraordinary general meetings as explained above, are authorized to participate to the meetings.

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

The holders of securities (other than shares) can attend the extraordinary general meeting if they meet the conditions for admittance foreseen for the shareholders.

The participants to the extraordinary general meeting are invited to present themselves on 19 May 2014 as of 15.30h in order to enable a swift treatment of the registration formalities.

Proxy

Every shareholder meeting the aforementioned conditions for admittance can be represented at the general meeting by a proxy holder, preferably via the proxy form to be found on www.leasinvest.be of at the Company office.

Except in the authorized cases foreseen by the Company Code, a shareholder can only appoint one 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 Mrs Micheline Paredis or by sending an e-mail to micheline.paredis@leasinvest.be. The originally signed proxy forms have to be received by the Company at latest on Tuesday 13 May 2014 at the address mentioned hereafter: 2000 Antwerp, Schermersstraat 42.

Shareholders who wish to be represented by a proxy holder must also comply with the aforementioned conditions for admittance (registration and communication procedure).

Entitlement to amend the agenda

One or more shareholders owning jointly at least 3% of the registered capital of the Company, can add agenda items to be treated to the agenda of the general meeting and can propose resolutions with regard to existing agenda items or those to be added. To exercise this right, the shareholder has to:

(i) prove owning 3% of the capital (in one of the above mentioned ways for participating to the general meeting) at the date of their submission of an agenda item or proposed resolution; and (ii) register the shares representing their shareholding at the Registration date, Monday 5 May 2014; proof of the shareholding being given based on a certificate of inscription of the related shares in the register of nominative shares, or based on a certificate drawn up by an authorized account holder or a clearing organisation stating that the concerned number of dematerialised shares is registered in the account of the concerned shareholder(s).

This request has to be in possession of the Company, in writing, at latest on Sunday 27 April 2014, mentioning an e-mail or postal address whereto the Company can send a receipt within a term of 48 hours as from the reception of the request.

Should the case arise, the Company will publish an amended agenda at latest on Friday 2 May 2014. At the same time, an amended proxy form and a form to vote by correspondence will be published on the Company website. 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 accordance with article 540 of the Company Code the shareholders are entitled to ask questions during the meeting or to submit them in writing before the meeting, to the manager or to the auditor, with regard to the annual report, the agenda items and the auditor's report. These questions will be answered during the meeting, as far as the concerned shareholder meets the above mentioned conditions for admittance to the general meeting and the written questions has been received by the Company at latest on Tuesday 13 May 2014. Written questions can be communicated to the Company by ordinary mail to the registered office of the Company to the attention of Mrs Micheline Paredis or by e-mail to micheline.paredis@leasinvest.be.

Availability of documents

All relevant information with regard to the ordinary and extraordinary general meetings (including all reports and documents mentioned in the agenda items 1, 2, 5 till 9 and 14 and 15 of the ordinary general meeting and of the current coordinated articles of association and the project of the new coordinated articles of association after the amendment to the articles of association mentioned in the agenda of the extraordinary general meeting, as well as the proxy forms) is available at www.leasinvest.be as of Friday 18 April 2014.

In accordance with article 535 of the Company Code, as from 18 April 2014, 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), 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 relating to this general meeting:

Mrs Micheline Paredis, Secretary General, p/a Schermersstraat 42, 2000 Antwerp Phone: +32 (0)3 241 53 83 Fax: +32 (0)3 237 52 99 E-mail: micheline.paredis@leasinvest.be