Nextensa SA — Proxy Solicitation & Information Statement 2020

Apr 16, 2020

FORM FOR VOTING BY CORRESPONDENCE REGARDING THE ORDINARY GENERAL MEETING ON 18 MAY 2020

To be valid, your voting form should be completed, signed and transmitted by written to Leasinvest Real Estate SCA at the latest on 14 May 2020 by e-mail (legal@leasinvest.be) or by mail (to 2000 Antwerp, Schermersstraat 42). To be valid, your voting instruction or abstention should also be clearly indicated for each item on the agenda that requires a decision.

The undersigned:
naam en voornaam /		……………………………………………………………………………………………
(vennootschaps)naam: name and first name / (company) name		……………………………………………………………………………………………
adres / zetel:		………………………………………………………………………………………………
address / registered office:		……………………………………………………………………………………………
eigenaar van: owner of:	……………………	aandelen op naam, en/of registered shares, and/or
eigenaar van: owner of:	……………………	gedematerialiseerde aandelen, van dematerialised shares, of
vennootschapsnaam: company name:	Leasinvest Real Estate SCA (LRE)
zetel: registered office:	Route de Lennik 451, 1070 Anderlecht
ondernemingsnummer: registered under number:	0436.323.915

Exercises his/her/its voting rights regarding the items on the agenda of the ordinary general meeting of the company to be held:

date: on Monday 18 May 2020 at 16.00h (4 PM)

place: At 2000 Antwerp, Schermersstraat 42 / registered office of the statutory manager

and shall vote as indicated hereafter.

Ordinary general meeting of shareholders of 18 May 2020

AGENDA AND PROPOSED DECISIONS

• 1. Acknowledgement of the annual report of the Manager with regard to the statutory and consolidated financial statements per 31 December 2019.
• 2. Acknowledgement of the report of the auditor with regard to the statutory and consolidated financial statements per 31 December 2019.
• 3. Approval of the remuneration report with regard to the financial year closed at 31 December 2019, which is a specific part of the annual report. Proposed decision: The general meeting approves the remuneration report with regard to the financial year closed at 31 December 2019.

	Approved		Rejected		Abstention
--	----------	--	----------	--	------------	--

• 4. Acknowledgement of the consolidated financial statements closed at 31 December 2019.
• 5. Approval of the statutory financial statements closed at 31 December 2019 and appropriation of the result.

Proposed decision: the general meeting approves the statutory financial statements per 31 December 2019, including the appropriation of the result, i.e. 49,826,140 € to appropriate as follows:

• 18,711,259 € to add to the reserves;
• 31,114,881 € to distribute as dividend, namely a gross dividend of 5.25 € per share and net, free of 30% withholding tax, of 3.675 € per share to the 5,926,644 shares entitled to dividends, upon presentation of coupon no 25.

Approved Rejected Abstention
------------------------------------	--	--	--

6.	Discharge to the Manager and to the permanent representative of the Manager. Proposed decision: the general meeting gives discharge, by separate vote, to the Manager, and to its permanent representative (Mr. Michel Van Geyte) for the exercise of their mission in the course of the financial year 2019.
	Approved		Rejected		Abstention
7.	Discharge to the auditor. Proposed decision: the general meeting gives discharge to the auditor Ernst & Young Bedrijfsrevisoren, represented by Mr Joeri Klaykens, for the exercise of his audit mission in the course of the financial year 2019.
	Approved		Rejected		Abstention
8.	Approval of the financial statements of the company "CARVER BV", absorbed by the Company on 31 December 2019, for the financial year closed at 31 December 2019. Proposed decision: the general meeting approves the financial statements of the company "CARVER BV" for the financial year closed at 31 December 2019.
	Approved		Rejected		Abstention
9. Discharge to the directors of the company "CARVER BV" Proposed decision: the general meeting gives discharge to the directors of the company "CARVER BV" for the exercise of their mission during the financial year that closed at 31 December 2019.
	Approved		Rejected		Abstention
10. Discharge to the auditor of the company "CARVER BV" Proposed decision: the general meeting gives discharge to the auditor of the company "CARVER BV" for the exercise of his mission during the financial year closed at 31 December 2019.
	Approved		Rejected		Abstention
11. Approval of the financial statements of the company "NEIF MONTOYER BV", absorbed by the Company on 31 December 2019, for the financial year closed at 31 December 2019. Proposed decision: the general meeting approves the financial statements of the company "NEIF MONTOYER BV" for the financial year closed at 31 December 2019.
	Approved		Rejected		Abstention
12. Discharge to the directors of the company "NEIF MONTOYER BV" Proposed decision: the general meeting gives discharge to the directors of the company "NEIF MONTOYER BV" for the exercise of their mission during the financial year that closed at 31 December 2019.
	Approved		Rejected		Abstention

13. Discharge to the auditor of the company "NEIF MONTOYER BV"

Proposed decision: the general meeting gives discharge to the auditor of the company "NEIF MONTOYER BV" for the financial year closed at 31 December 2019.

14. Approval of the provisions that grant rights to third parties in case of change of control

Proposed decision: approval, in accordance with article 7:151 of the Code of companies and associations and with the (old) article 556 of the Company Code, of certain clauses in the bond issued by the Company on 28 November 2019 with final due date on 28 November 2026 for an amount of € 100,000,000 for a fixed interest rate of 1,95%. These clauses determine a.o.: "If a Change of Control occurs (a Put Redemption Event, where, for the definition of Change of Control Put Exercise Period, the relevant date is the date on which the Change of Control occurs), each Bondholder will be entitled to require the Issuer to redeem all or part of the Bonds of such Bondholder on the Change of Control Put Date at the Put Redemption Amount."

Rejected		Abstention
	***

This form is also applicable for all subsequent meetings that have the same agenda and that would be held in case of report of the ordinary general meeting aforementioned.

In case additional items and/or new/alternative proposed decisions are added afterwards validly to the agenda, the company shall make available to the shareholders a new voting form, that shall be completed with the additional items and the related proposed decisions and/or new/alternative proposed decisions. Voting forms previously received, shall remain valid for the items for which they were given subject to applicable legislation and other specifications in the voting form.

* * *

This form must be completed, signed and received by written at the latest on 14 May 2020 by the company, by e-mail (legal@leasinvest.be) or by mail (to 2000 Antwerp, Schermersstraat 42).

Gedaan te: Signed at:	………………………
Op: On:	……………………… 2020
Handtekening Signature
Naam: Name:	…………………………………
Hoedanigheid (voor vennootschappen): Function (for companies):	…………………………………