Nextensa SA — Proxy Solicitation & Information Statement 2021

Apr 13, 2021

VOTING FORM BY PROXY FOR THE

ORDINARY GENERAL MEETING

To be valid, the proxy should be entirely completed, signed and transmitted by written to Leasinvest Real Estate SCA at the latest on 11 May 2021 by e-mail (legal@leasinvest.be) or by mail (to 2000 Antwerp, Schermersstraat 42). A scanned or photographed copy of the completed and signed proxy should be added, in case the proxy is sent by e-mail.

As the proposed proxyholder may potentially fall under article 7:143 of the Belgian Code for companies and associations (Code des Sociétés et des Associations) applicable in case of conflicts of interest, we ask you to indicate your specific voting instructionsregarding every proposed decision. If no specific voting instructions are given, the proxyholder shall be deemed to have received the specific instructions to approve such item on the agenda.

The undersigned:
naam en voornaam / (vennootschaps)naam: name and first name / (company) name		…………………………………………………………………………………………… ……………………………………………………………………………………………
adres / zetel: address / 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: office:	Route de Lennik 451, 1070 Anderlecht

ondernemingsnummer: registered under number: 0436.323.915

has taken notice of the ordinary general meeting of the company to be held:

date: on Monday 17 May 2021 at 16.00h (4 PM) place: At 2000 Antwerp, Schermersstraat 42 / office of the statutory manager

and appoints the following person as proxy holder, charged with his/her/its representation at the ordinary general meeting of shareholders:

the secretary of the meeting.

VOTING INSTRUCTIONS FOR EXISTING AGENDA ITEMS

The proxy holder will vote or abstain from voting on behalf of the undersigned shareholder in accordance with the voting instructions set out below. If no voting instructions are given in respect of any of the proposed decisions set out below or if, for whatever reason, there is insufficient clarity with regard to the voting instructions given by the shareholder, the proxy holder will always, in relation to the proposed resolution(s) concerned, vote IN FAVOUR OF the proposed resolution(s).

Ordinary general meeting of shareholders of 17 May 2021

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 2020.
• 2. Acknowledgement of the report of the auditor with regard to the statutory and consolidated financial statements per 31 December 2020.
• 3. Acknowledgement of the consolidated financial statements closed at 31 December 2020.

The documents to which the items 1 to 3 refer can be found in the annual report 2020 of the Company and on the website of the Company www.leasinvest.be/en/investor-relations/general-meetings/

4.	Approval of the statutory financial statements closed at 31 December 2020 and appropriation of the result. Proposed decision: the general meeting approves the statutory financial statements per 31 December 2020, and the proposed appropriation of the result therein, including the approval of a gross dividend of € 5.25 per share, against the issue of coupon n° 26.
	Approved		Rejected		Abstention
5.	Approval of the remuneration report with regard to the financial year ended 31 December 2020, 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 2020.
	Approved		Rejected		Abstention
6.	Discharge to the Manager and to the permanent representative of the Manager. year 2020.					Proposed decision: the general meeting grants discharge by separate vote to the Manager, and to its permanent representative (Mr. Michel Van Geyte) for the exercise of their mission during the financial
	Approved		Rejected		Abstention
7.	Discharge to the auditor. Proposed decision: the general meeting grants discharge to the statutory auditor Ernst & Young Bedrijfsrevisoren, represented by Mr Joeri Klaykens, for the exercise of his audit mandate during the financial year 2020.
	Approved		Rejected		Abstention
8. Approval of the remuneration policy 2021. Proposed decision: the general meeting approves the remuneration policy 2021.
	relations/general-meetings/					The remuneration policy 2021 is available on the website of the Company www.leasinvest.be/en/investor
	Approved		Rejected		Abstention
	9. Approval of the renewal of the mandate of statutory auditor. Approved		Rejected		Abstention	Proposed decision: on the proposal of the board of directors of the Manager and its audit committee, the general meeting approves the renewal of the mandate of statutory auditor of Ernst & Young Bedrijfsrevisoren BV (company number 0446.334.711), with offices at 1831 Diegem, De Kleetlaan 2, represented by Mr Joeri Klaykens for a period of 3 years until after the ordinary general meeting to be held in 2024. The annual fee of the statutory auditor for auditing the statutory and consolidated financial statements of the Company is set at € 55,000.00 (excluding VAT and out-of-pocket expenses).

10. Approval of the terms granting rights to third parties in the event of change of control

Proposed decision: approval, in accordance with article 7:151 of the Code of Companies and Associations and of (old) article 556 of the Companies Code, of the terms that provide for a possible early due and payable repayment of the credit in the event of a change of control with regard to the Company :

• As defined in article 16.1 (i) of the Term Loan Facility Agreement of 21 December 2020 between the Company and Argenta Spaarbank NV;
• In accordance with article 8.1 (b) of the Term Loan Agreement of 19 August 2020 between the Company and ING Luxembourg SA;
• In accordance with article 14.1 f) of the credit regulations, to which reference is made in the credit agreements of respectively 9 July 2020 and 24 November 2020 between the Company and Belfius Bank NV.

Approved	Rejected	Abstention

11. Miscellaneous

VOTING INSTRUCTIONS REGARDING ADDITIONAL AGENDA ITEMS AND/OR NEW/ALTERNATIVE PROPOSED DECISIONS WHICH ARE SUBSEQUENTLY ADDED TO THE AGENDA

In case additional agenda items and/or new/alternative proposed decisions are subsequently validly added to the agenda, the company will make available to the shareholders a new proxy form which is completed by the additional agenda items and proposed decisions concerned and/or new/alternative proposed decisions, so as to enable the shareholder to give specific voting instructions in this respect to the proxy holder. Proxies previously received, shall remain valid for the items for which they were given, subject to applicable legislation and other specifications in the proxy form.

The following voting instructions will therefore only be applicable in case no new specific voting instructions are validly provided to the proxy holder after the date of this proxy.

• 1. If new items are added to the agenda after the date of this proxy, the proxy holder shall (please tick one of the boxes):
• abstain from voting on the new items and proposed decisions concerned;
• vote or abstain from voting on the new items and proposed decisions concerned as he/she/it will deem fit, taking into consideration the interests of the shareholder.

If the shareholder fails to indicate a choice above, the proxy holder will be required to abstain from voting on the new items and proposed decisions concerned.

In case of a conflict of interests, the proxy holder will always be required to refrain from participating in the vote on the new items and proposed decisions concerned.

• 2. If new/alternative proposed decisions are filed with respect to agenda items after the date of this proxy, the proxy holder shall (please tick one of the boxes):
• abstain from voting on the new/alternative proposed decisions and vote or abstain from voting on the existing proposed decisions in accordance with the instructions set out above (under "Voting instructions for existing agenda items");

vote or abstain from voting on the new/alternative proposed decisions as he/she/it will deem fit, taking into consideration the interests of the shareholder;

If the shareholder fails to indicate a choice above, the proxy holder will be required to abstain from voting on the new/alternative proposed decisions and will be required to vote or abstain from voting on the existing proposed decisions in accordance with the instructions set out above (under "Voting instructions for existing agenda items").

However, the proxy holder will be entitled to deviate, at the ordinary general meeting, from the voting instructions set out above (under "Voting instructions for existing agenda items") if their implementation would be detrimental to the interests of the shareholder. If the proxy holder uses this option, the proxy holder shall notify the shareholder thereof.

In case of a conflict of interests, the proxy holder will always be required to refrain from participating in the vote on the new/alternative proposed resolutions.

AUTHORITY OF AND INSTRUCTIONS TO THE PROXY HOLDER

The proxy holder is hereby expressly granted the authority and given the instruction to take the following actions on behalf of the undersigned

• 1. to participate in all following meetings that would be convened with the same agenda;
• 2. to participate in the discussions, to speak up, to ask questions and to exercise the right to vote;
• 3. to sign any minutes, attendance sheets, registers, deeds or documents concerning the above and, in general, to do all that is necessary or useful to implement this proxy.

* * *

This form must be completed, signed and received by written at the latest on 11 May 2021 by the company, by e-mail (legal@leasinvest.be) or by mail (to 2000 Antwerp, Schermersstraat 42.)

Gedaan te: Signed in:	………………………
Op: On:	……………………… 2021
Handtekening Signature
Naam: Name:	…………………………………
Hoedanigheid (voor vennootschappen): Function (for companies):	…………………………………