Nextensa SA — AGM Information 2019

Nov 14, 2019

LEASINVEST REAL ESTATE Limited partnership by shares Public regulated real estate company under Belgian law Route de Lennik 451, 1070 Brussels (Anderlecht) Company number: 0436.323.915 www.leasinvest.be (the "Company")

The original version of this notice to convene has been made up in Dutch; this English version is an unofficial translation.

The manager-legal person of the Company (the "Manager") is pleased to invite the holders of securities of the Company to attend the extraordinary general meeting that will be held at the registered office of the Manager at 2000 Antwerp, Schermersstraat 42, on Monday 16 December 2019 at 10.30 AM, with the following agenda:

A. CHANGE OF THE COMPANY OBJECT

1. Acknowledgement of the Manager's report drawn up pursuant to article 657 juncto 559 of the Belgian Company Code with regard to the proposed amendment of the company object, with a Company statement of assets and liabilities attached as of 30 September 2019. Acknowledgement of the report of the statutory auditor drawn up pursuant to article 657 juncto 559 of the Belgian Company Code with regard to the statement of assets and liabilities as of 30 September 2019.

As this is for information only, no proposed resolution is included.

2. Proposed resolution: the general meeting proposes to modify article 4 of the articles of association of the Company as follows:

• Article 4.1 (a) is entirely replaced by the following text: "to make real estate available to users, directly or through a company in which it holds an interest, in accordance with the provisions of the RREC legislation and its implementation decisions and regulations";
• In article 4.1 (b), first phrase, the words "as mentioned in article 2, 5°, i to x" are replaced by "in the sense";
• In article 4.1 (b), ii. the part of the phrase "that are exclusively or jointly controlled by the Company" is replaced by the words "of which the Company holds, directly or indirectly, more than 25% of the capital";
• In article 4.1 (b) iv the words "over this" are deleted and the part of the phrase "a joint or exclusive control is exercised by the Company" is replaced by the part of the phrase "of which the Company holds, directly or indirectly more than 25% of the capital";
• The text of article 4.1 (b) vi is replaced as follows: "the participation rights in public and institutional real estate investment trusts;";
• In article 4.1, ix., at the beginning of the phrase, after the word "shares" the words "or participation rights" are added, and in point (iii) the words "or not" are added between "shares" and "are authorised", the words "and/or that are subject" are replaced by the words "and that are subject or not" and in point (iv) the words "participations in" are replaced by "shares in the capital of";
• Article 4.1, x is replaced by the following text: "real estate certificates in the sense of the law of 11 July 2018";
• In article 4.1 a new point xi. Is added, with the following text: "participation rights in a FISS/GVBF"
• In article 4.1 the numbering of the former point xi is replaced by a point xii.
• In article 4.1 after point xii that received a new number a new paragraph has been added as follows: "Real estate as referred to in vi., vii., viii., ix. and xi. Above that constitute participation rights in alternative investment funds within the meaning of European regulation, cannot

be qualified as voting shares issued by real estate companies regardless of the amount of the shareholding held directly or indirectly by the Company.

(c) enter into, in the long term, where appropriate in collaboration with third parties, directly or through a company in which it holds a shareholding in accordance with the RREC legislation, with a public contracting authority or enter into one or many:

i. DBF-contracts, "Design, Build, Finance";

ii. DB(F)M-contracts, "Design, Build, (Finance) and Maintain";

iii. DBF(M)O-contracts, "Design, Build, Finance, (Maintain) and Operate"; and/or

iv. contracts for public works concessions relating to buildings and/or other real estate infrastructure and to services relating thereto, and on the basis of which::

- the Company is responsible for the provision, maintenance and/or operation for a public entity and/or citizens as end-users, in order to satisfy a social need and/or to allow the provision of a public service; and

- the Company, without necessarily having rights in rem, can assume, in whole or in part, the related financing risk, the availability risk, the demand risk and/or the operational risk, as well as the construction risk; and

(d) in the long-term, as the case may be in collaboration with third parties, directly or through a company in which it has a shareholding in accordance with the RREC legislation, develop, have developed, establish, have established, manage, have managed, operate, have operated or make available:

i. utilities and storage facilities for the transport, distribution or storage of electricity, gas, fossil or non-fossil fuels and energy in general, including assets related to it;

ii. utilities for transport, distribution, storage or purification of water, including assets related to it;

iii. installations fort he generation, storage and transport of renewable or non-renewable energy, including assets related to it; or

iv. incinerators and landfills, including assets related to them.

(e) initially hold less than 25% in the capital of a company in which the activities referred to in this article 4.1, (c) are carried out, provided that such shareholding is converted by transfer of shares, within a period of two years, or any other longer period required by the public entity with which the contract is entered into, and after the end of the phase of constitution of the PPP project (within the meaning of the BE-REIT legislation), in a participation which is in accordance with the BE-REIT legislation.

Should the RREC legislation change in the future and authorise the exercise of new activities by the Company, the Company shall also be authorised to exercise those additional activities."

• In article 4.5 the word "real estate activities" is replaced by the word "activities" and the part of the phrase "or her group" is replaced by the part of the phrase "and its companies in the perimeter"

The FSMA has approved the proposed amendments to the articles of association.

This proposed resolution is subject to a special majority of at least four fifths of the votes and the consent from the Manager.

B. MANDATE REGARDING THE AUTHORISED CAPITAL

3. Acknowledgement of the special report of the Manager drawn up pursuant to article 657 juncto 604 of the Belgian Company Code with regard to the renewal and extension of the authorised capital, in which the special circumstances are described under which the authorised capital can be used and the intended aims thereof.

As this is for information only, no proposed resolution is included.

4. Proposed resolution: the general meeting decides to replace the existing authorisation relating to the authorised capital by a new extended authorisation granted to the Company's administrative body to increase the capital of the Company on the dates and at the conditions it will determine, in one or more instalments, by a contribution in cash or in kind, for an amount that doesn't exceed the amount of the capital at the date of the Extraordinary General Meeting that approves the proposed authorisation,

and therefore decides to amend articles 7 and 8 of the articles of association accordingly, as follows:

• article 7 (authorised capital) to be replaced by the following text:

"The manager is authorised to increase the capital on the dates and at the conditions determined by it, in one or more instalments, for an amount that doesn't exceed the amount [to fill out: amount of the capital at the date of the Extraordinary General Meeting that approves the proposed authorisation] in accordance with the applicable legislation.

This authorisation if valid for a term of five (5) years as of the publication of the minutes of the Extraordinary General Meeting that approves the authorisation. It is renewable.

These capital increases can be implemented by a contribution in cash, a contribution in kind or the conversion of reserves, including profits carried forward and issue premiums, as well as all components of equity according to the IFRS statutory financial statements of the company (drawn up under the SIR/GVV legislation) that can be converted into capital, and with the issue or creation of new shares or other securities (other than existing) or not, according to the rules prescribed by the applicable company law, the SIR/GVV legislation and the Articles of association.

Where appropriate, issue premiums will be booked in one or more separate equity accounts on the liabilities side of the balance sheet.

The manager may limit or cancel the preferential right of the shareholders, also when this is done in favour of one or more persons that are not personnel members of the Company or its subsidiaries, as far as - if required by the SIR/GVV legislation – an irreducible allocation right is granted to the existing shareholders when granting new securities. Where appropriate, this irreducible allocation right meets the conditions prescribed by the SIR/GVV legislation and those of article 8.2 of the Articles of association.

The manager is authorised to amend the articles of association of the company in accordance with the capital increase(s) implemented within the scope of the authorised capital.

Capital increases by a contribution in kind are implemented in accordance with the SIR/GVV legislation and in accordance with the conditions recorded in article 8.3 of the Articles of association. Such contributions in kind can also relate to the dividend right within the framework of the distribution of an optional dividend."

• article 8 (change in capital):

• In article 8.1, second paragraph the part of the phrase "an unavailable account that will constitute the third party guarantee on the same basis as the capital and cannot under any circumstances be reduced or abolished except by a decision of the general meeting voting according to the provisions that are applicable to amendments to the articles of association" is replaced by the following part "one or more separate equity accounts on the liabilities side of the balance sheet";

• In article 8.2, first paragraph the part of the phrase "application of the articles 592 to 598 of the Company Code," is replaced by "applicable company law and SIR/GVV legislation"; between the words "as far as" and "to the existing shareholders" the part of the phrase ", to the extent that it is required by the SIR/GVV legislation," is added, and the part of the phrase "That irreducible allocation right meets" is replaced by the part "Where appropriate, this irreducible allocation right meets";
• In article 8.2, second paragraph, after the word "is" the words ", where appropriate," are added;
• In article 8.2 a new third paragraph is added before the current third paragraph, with the following text: "In accordance with the SIR/GVV legislation, this needs however certainly not to be granted in the case of a capital increase by a contribution in cash realized that meets the following conditions:

1° the capital increase is implemented through the use of authorised capital;

2° the cumulative amount of the capital increases implemented, in accordance with this paragraph, over a period of 12 months, does not exceed 10% of the capital at the time of the decision to raise the capital.";

• In article 8.2, in the current third paragraph (the new fourth paragraph) the part of the phrase "application of the articles 595 to 599 of the Company Code" is replaced by the part "applicable company law" and the word "not" is replaced by the words "also not";
• In article 8.3, first paragraph the part of the phrase: "articles601 and 602 of the Company Code" is replaced by "applicable company law";
• In article 8.3, first paragraph, 1° the part of the phrase "as intended in article 602 of the Company Code" is replaced by the part "relating to the contribution in kind";
• In article 8.3, last paragraph, between the words "are" and "not applicable" the words "in any case" are added;

• In article 8.4 the part of the phrase "articles 671 to 677, 681 to 758 and 772/1 of the Company Code" are replaced by the word "SIR/GVV legislation";

• Article 8.5 is entirely deleted.

This proposed authorisation will be granted for a period of five years as of the date of publication of the minutes of the extraordinary general meeting that approves the proposed authorisation in the Annexes to the Belgian Official Gazette. As of that date, the current authorisation relating to the authorised capital, granted by the extraordinary general meeting of 17 May 2016, will lapse and be replaced by the proposed authorisation. To be clear, should the proposed authorisation not be approved, the current authorisation relating to the authorised capital will remain in force in favour of the Manager.

The FSMA has approved the proposed amendments to the articles of association.

The Manager invites the shareholders to approve this proposed resolution.

This proposed resolution is subject to a special majority of at least three quarters of the votes and the consent from the Manager.

C. AUTHORISATION ACQUISITION, HOLDING IN PLEDGE AND RESALE OF OWN SECURITIES

5. Proposed resolution: the general meeting decides to replace the existing authorisations relating to the acquisition, holding in pledge and resale of shares of the Company and relating certificates, by new authorisations for a new period of five (5) years, and to authorise the Manager to proceed to the acquisition and resale of own shares of the Company without prior decision of the general meeting when this acquisition or resale is necessary to prevent serious imminent harm for the Company, for a new period of three (3) years, and therefore decides to amend article 11 of the articles of association accordingly, as follows:

"11.1. The Company can acquire, hold in pledge and resale its own shares in accordance with the formalities and conditions as determined by the applicable company law.

11.2. The manager is authorised to proceed to the acquisition, holding in pledge or resale of its own shares, at a price that he defines, without prior decision of the general meeting, whenever this acquisition, holding in pledge or resale is necessary to prevent serious imminent harm for the Company. These authorisations are valid for three years (3) as of the publication date of the amendments to the articles of association of [date of the extraordinary general meeting that approves the authorisation] and can be renewed for the same period.

11.3. The manager is authorised, in virtue of a decision of the general meeting of [date of the extraordinary general meeting that approves the authorisation to be entered] to (a) to acquire or hold in pledge the maximum number of own shares according to the applicable company law, (b) at a minimum price per share that corresponds to the lowest of the last twenty (20) closing prices of the share of the Company on a regulated market on which they are listed, before the acquisition date, decreased by fifteen percent (15%) and at a maximum price per share that corresponds to the highest of the last twenty (20) closing prices of the share of the Company on the regulated market on which they are listed, before the acquisition date, increased by fifteen percent (15%).

This authorisation is valid for a term of five (5) years as of the abovementioned date on which this decision was approved. This authorisation is also valid for the acquisition of shares of the Company on a regulated market by its directly controlled subsidiaries in accordance with the applicable company law.

11.4. The manager is also authorised, according to the applicable company law, in respect of the conditions and terms defined by law, to proceed to the resale of own shares held by the Company (including the resale to one or more persons other than staff), subject to the following condition: the resale of a share within the scope of this authorisation has to be realized at (a) or a minimum price per share that corresponds to the lowest of the last twenty (20) closing prices of the share of the Company on a regulated market on which they are listed, before the resale date, decreased by fifteen percent (15%) and at a maximum price per share that corresponds to the highest of the last twenty (20) closing prices of the share before the resale date, augmented by fifteen percent (15%) or (b) when the resale fits within the framework of the stock option plan of the company, at the exercise price of the options. In the latter case the manager is authorised to resale the shares off-stock-exchange, provided the beneficiaries consent.

The manager is finally explicitly authorised, without prior consent of the general meeting, in accordance with article 622, §2, second paragraph, 1° Company Code, and at a price he defines, to proceed to the resale of own shares, as far as those shares are resaled on the regulated market they are listed on.

These authorisations have effect without any limit in time. These authorisations also apply to the resale of shares of the Company on a regulated market by its directly controlled subsidiaries, and, where appropriate, the indirect subsidiaries of the Company and, where appropriate each third party acting in his/her own name but for the account of those companies.

The manager is finally explicitly authorised, without prior consent of the general meeting, and at a price he defines, to proceed to the acquisition, holding in pledge or resale of own shares as far as no statutory authorisation nor authorisation by the general meeting is required, or no longer required."

These proposed authorisations will be granted for a term of five years, respectively for a term of three years when the acquisition or resale is necessary to prevent serious imminent harm for the Company, as of the date of the extraordinary general meeting that approves the proposed authorisations. As of that date, the existing authorisations, granted by the extraordinary general meeting of 15 May 2017, will end, and be replaced by the proposed authorisations. To be clear, should the proposed authorisations not be approved, the existing authorisations will remain in force in favour of the Manager.

The FSMA has approved the proposed amendments to the articles of association.

This proposed resolution is subject to a special majority of at least four fifths of the votes and the consent from the Manager.

A mark-up of the articles of association in which the proposed amendments to the articles of association, as mentioned in the agenda of this meeting, are available for the shareholders for information purposes on the website of the Company: www.leasinvest.be/investor-relations/general-meeting/

D. POWERS

6. Proposed resolution: the general meeting decides to give the following powers:

1. To grant to any director of the Manager, each acting individually and with the right of subdelegation, the necessary powers to implement the decisions taken;

2. To the acting civil-law notary to draw up the coordinated text of the articles of association of the Company, to sign them and to deposit them with the clerk of the competent business court, pursuant to the relevant provisions of the law;

3. To any director of the Manager, each acting individually and with the right of sub-delegation, as well as to the acting civil-law notary and its staff, appointees and mandataries to ensure completion of the formalities with a business advice center with a view to register/update the data records of the Company in the Belgian Central Enterprise Databank and, where applicable, with the Administration for Value-Added Tax.

PRACTICAL INFORMATION

CONDITIONS FOR ADMITTANCE AND PARTICIPATION TO THE MEETING

Shareholders can only participate to the extraordinary general meeting and execute their voting rights, if the following two 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 the concerned shareholder effectively possessed the number of shares with which he wants to participate to the extraordinary general meeting on Monday 2 December 2019 at 24h00 (midnight, Belgian time), (the "Registration date").
• (ii) at latest on Tuesday 10 December 2019 the concerned shareholder needs to explicitly confirm his intention to the Company to participate to the extraordinary 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 extraordinary general meeting, provided that:

(i) the shares with which they want to participate are effectively inscribed at their name in the register of nominative shares of the Company on 2 December 2019 ('the Registration date'); and

(ii) that they have confirmed the Company in writing (by ordinary letter sent by mail, by fax or by e-mail) their participation, mentioning the number of shares with which they wish to participate to this extraordinary general meeting, and this, at the latest on 10 December 2019.

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

(i) the shares with which they want to participate are effectively registered at their name in the accounts of an authorised account holder or a clearing organization at the Registration date, 2 December 2019, that must deliver a certificate stating how many shares are registered in their accounts, in the name of the concerned shareholder, at the Registration date, and with which the concerned shareholder has indicated wishing to participate to the extraordinary general meeting; the possession of the shares at the Registration date is proven based on the confirmation of the authorised account holder or clearing organization or Bank Delen, communicated to the Company; and

(ii) the aforementioned certificate has been transmitted to the Company at the latest on 10 December 2019, with a confirmation in writing of the number of shares with which is participated to the extraordinary general meeting.

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

REPRESENTATION VIA PROXY

Each shareholder meeting the aforementioned conditions for admittance (registration and confirmation procedure) can be represented at the extraordinary general meeting by a proxy holder, via the proxy form made available to this effect on www.leasinvest.be or at the administrative office of the Company in 2000 Antwerp, Schermersstraat 42. Except in the authorised cases foreseen by the Company Law, 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 an ordinary letter to 2000 Antwerp, Schermersstraat 42 or by sending an e-mail to legal@leasinvest.be.

The signed proxy form has to reach the Company at the latest on 10 December 2019.

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 extraordinary general meeting and can propose resolutions with regard to existing agenda items or those to be added.

To exercise this right, the concerned shareholder has to:

(i) prove effectively 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 concerned shares representing the required shareholding at the Registration date, proof of the shareholding is 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 authorised account holder or a clearing organization stating that the concerned number of dematerialized shares is registered in the account of the concerned shareholder(s). This request has to be in possession of the Company, in writing, at the latest on Sunday 24 November 2019, 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 of the extraordinary general meeting at the latest on Saturday 30 November 2019. At the same time amended proxy forms will be made available 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 of the extraordinary general meeting for which new resolutions have been introduced, the proxy holder can deviate 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 authorised to vote on newly introduced agenda items to be treated at the extraordinary general meeting, or 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 extraordinary general meeting or to submit them in writing before the meeting, to the Manager and to the auditor, with regard to the reports of the Manager or the agenda items respectively the auditor's report. These questions are answered during the meeting, as far as the concerned shareholder meets the abovementioned conditions for admittance to the extraordinary general meeting and the written questions have been received by the Company at the latest on 10 December 2019. These questions can be sent to the Company by ordinary mail, fax or e-mail.

AVAILABILITY OF DOCUMENTS

All documents relating to the extraordinary general meeting that have to be made available in virtue of law can be consulted at the administrative office of the Company (2000 Antwerp, Schermersstraat 42) or on the company website www.leasinvest.be as soon as the convening notice to the extraordinary general meeting is published. As of that same date, each shareholder or holder of securities can, upon presentation of his security or certificate, obtain, for free, a copy of the documents and reports relating to the extraordinary general meeting, or that have to be available to him/her in virtue of the law, at the administrative office of the Company (2000 Antwerp, Schermersstraat 42).

Requests for a free copy can also be sent in writing, by letter or electronically, by e-mail, to legal@leasinvest.be.

Contact details for practical questions and/or communications relating to this extraordinary general meeting:

Address:	Schermersstraat 42, 2000 Antwerp
Phone:	+32 (0)3 241 53 83
Fax:	+32 (0)3 237 52 99
E-mail:	legal@leasinvest.be