Warehouses De Pauw SA — Proxy Solicitation & Information Statement 2015

Mar 30, 2015

_______________________________________

PROXY

This properly completed, dated and signed paper form must be received by the WDP at the latest on Thursday 23 April 2015 at the following address: WDP Comm.VA., for the attention of Johanna Vermeeren, Blakebergen 15, 1861 Wolvertem or shareholdersmeetings@wdp.be.

In the case of notification by electronic means, the original proxy form must be presented no later than on the date of the meeting. Proxy forms that arrive late or that do not satisfy the required formalities will be refused.

Signed (the "Proxy Provider"):

Natural person
Name and first name: ____________
Domicile:___________
Legal entity
Corporate name and legal form: __________
Registered office: _________
___________
Register of legal entities and number of enterprises: ______
Validly represented by (name and position) : ______

Owner of ___________________ [number] shares of the partnership limited by shares Warehouses De Pauw, a public regulated real estate company under Belgian law, having its registered office at 1861 Wolvertem, Blakebergen 15, registered in the Register of Legal Entities of Brussels under number 0417.199.869 ("WDP" or the "Company").

Appoint as its special proxy (the "Proxy Holder")1 :
Natural person
Name and first name: ____________
Domicile:__________
Legal entity
Corporate name and legal form: __________
Registered office: _________
___________
Register of legal entities and number of enterprises: ______
Validly represented by (name and position) : ______
________

To represent in his/her name at the annual general meeting of WDP on Wednesday 29 April 2015 at 10.00 a.m., at the company's registered office (the "General Meeting").

This General Meeting has the following agenda:

Agenda and proposed resolutions:

1. Presentation of the reports from the manager concerning the statutory and consolidated financial statements of the Company as at 31 December 2014.

Since this concerns a pure presentation, no resolution needs to be made by the General Meeting. Consequently no proposed resolution is included in this convocation concerning this agenda item.

1. Presentation of the annual report on the financial statements of the acquired company Breker Immo NV for the period from 1 January 2014 to 29 September 2014 inclusive.

Since this concerns a pure presentation, no resolution needs to be made by the General Meeting. Consequently no proposed resolution is included in this convocation concerning this agenda item.

1 Proxies returned to WDP without indicating a Proxy Holder shall be considered as being addressed to WDP, its management body or one of its employees, therefore generating a potential conflict of interest under art. 547bis §4 of the Belgian Company Code. In order to be valid, proxies must contain specific voting instructions for each topic included in the agenda. If no specific voting instructions are included for a topic included in the agenda, Proxy Holders considered as having a conflict of interest may not take part in the vote.

1. Presentation of the reports from the statutory auditor concerning the financial statements referred to under items 1 and 2.

Since this concerns a pure presentation, no resolution needs to be made by the General Meeting. Consequently no proposed resolution is included in this convocation concerning this agenda item.

1. Presentation of the decision of the manager to make use of the possibility of paying an optional dividend, including the specific details of this optional dividend.

Since this concerns a pure presentation, no resolution needs to be made by the General Meeting. Consequently no proposed resolution is included in this convocation concerning this agenda item.

• 1. Approval of the statutory financial statements of the Company closed on 31 December 2014 and the appropriation of the result. Proposed resolution: The General Meeting approves the statutory financial statements of the Company as at 31 December 2014, including the appropriation of the result.
• 1. Granting discharge to the manager, to the permanent representative of the manager and to the statutory auditor. Proposed resolution: By a separate vote, the General Meeting grants discharge to the manager, to the permanent representative of the manager and to the statutory auditor in office during the 2014 financial year for the mandates fulfilled by them during the course of the past financial year.
• 1. Approval of the remuneration of the manager for the current 2015 financial year. Proposed resolution: The General Meeting approves the amount of EUR 1,300,000 as remuneration for the manager for the current 2015 financial year.
• 1. Approval of the remuneration report, which forms a specific part of the report on good governance. Proposed resolution: The General Meeting approves the remuneration report, which forms a specific part of the report on good governance.
• 1. Approval of the financial statements of the acquired company Breker Immo NV for the period from 1 January 2014 to 29 September 2014 inclusive and appropriation of the result.

Proposed resolution: The General Meeting approves the financial statements for the period from 1 January 2014 to 29 September 2014 inclusive of the acquired company Breker Immo NV, including the appropriation of the result.

1. Granting discharge to the directors and statutory auditor of the acquired company Breker Immo NV for the performance of their mandates during the period from 1 January 2014 to 29 September 2014 inclusive.

Proposed resolution: The General meeting grants discharge to the directors and statutory auditor of the acquired company Breker Immo NV for the performance of their mandates during the period from 1 January 2014 to 29 September 2014 inclusive.

1. Presentation of the appointment of Cynthia Van Hulle as an independent director of the manager with effect from 25 February 2015 for a period up to and including the general meeting of the manager to be held in 2018.

Since this concerns a pure presentation, no resolution needs to be made by the General Meeting. Consequently no proposed resolution is included in this convocation concerning this agenda item.

1. Presentation of the confirmation of the end of the mandates of Alex Van Breedam and Dirk Van den Broeck as (independent) directors of the manager on 29 April 2015.

Since this concerns a pure presentation, no resolution needs to be made by the General Meeting. Consequently no proposed resolution is included in this convocation concerning this agenda item.

1. Presentation of the appointment of Anne Leclercq as an independent director of the manager with effect from 29 April 2015 for a period up to and including the general meeting of the manager to be held in 2018.

Since this concerns a pure presentation, no resolution needs to be made by the General Meeting. Consequently no proposed resolution is included in this convocation concerning this agenda item.

1. Presentation of the reappointment of Tony De Pauw as a director (and as managing director) of the manager with effect from 29 April 2015 for a period up to and including the general meeting of the manager to be held in 2019.

Since this concerns a pure presentation, no resolution needs to be made by the General Meeting. Consequently no proposed resolution is included in this convocation concerning this agenda item.

1. Presentation of the reappointment of Mark Duyck as a director (and as chairman of the Board of Directors) of the manager with effect from 29 April 2015 for a period up to and including the general meeting of the manager to be held in 2017.

Since this concerns a pure presentation, no resolution needs to be made by the General Meeting. Consequently no proposed resolution is included in this convocation concerning this agenda item.

1. Presentation of the reinstatement of the mandate of Joost Uwents as director of the manager (as reappointed on 30 April 2014 up to and including the general meeting of the manager in 2020) as a mandate of four years, ending immediately after the annual general meeting to be held in 2018, in order to bring his mandate into line with the recommendations included in the 2009 Corporate Governance Code.

Since this concerns a pure presentation, no resolution needs to be made by the General Meeting. Consequently no proposed resolution is included in this convocation concerning this agenda item.

17. Miscellaneous

The Proxy Provider directs that his/her vote be cast or withheld on the following points of the agenda of the General Meeting:

******

Point of the agenda	for	against	abstain
5. Statutory financial statements	for	against	abstain
6.a Discharge to the manager	for	against	abstain
6.b Discharge to the permanent representative	for	against	abstain
6.c Discharge to the statutory auditor	for	against	abstain
7. Remuneration for the manager	for	against	abstain
8. Remuneration report	for	against	abstain
9. Financial statements Breker Immo NV	for	against	abstain
10.a. Discharge to the directors of Breker Immo NV	for	against	abstain
10.b. Discharge to the statutory auditor of Breker Immo NV	for	against	abstain

The Proxy Provider acknowledges that he/she is aware of the way in which his/her Proxy Holder will vote in the absence of instructions.

The Proxy Holder can more particularly attend to any other general meeting with the same agenda in the event that the first general meeting cannot deliberate legally or would not be held at the aforementioned date.

To that purpose the Proxy Holder is authorized to execute and sign any deeds, documents, minutes, attendance list, registers, confirmations, notifications and any other document, to vote or abstain from voting about all propositions of modification, omission or addition of a point of the agenda, elect domicile, subrogate and generally undertake anything which is useful or necessary for the implementation of this proxy, as necessary with the promise of ratification.

The Proxy Provider hereby undertakes to compensate the Proxy Holder for any damage he/she may incur as a result of any act pursuant to this proxy, provided that he/she has fulfilled the limits of her/his powers. Furthermore the undersigned undertakes not to claim the nullity of any decision approved by the Proxy Holder and not to claim any compensation of him/her, provided that he/she has fulfilled the limits of her/his powers.

Without prejudice to the rules on legal representation and in particular the mutual representation of married partners, every shareholder may at the General Meeting be represented by a proxy holder who may or may not be a shareholder, in accordance with the relevant provisions of the Companies Code.

******

Without prejudice to Section 549, § 1 (1) of the Companies Code (public request to grant proxies), a proxy may be granted for one or more specific meetings or for the meetings held during a specific period. The proxy granted for a specific meeting, applies to the successive meetings convened for the same agenda.

The proxy holder possesses the same rights as the shareholder represented in this manner, and specifically the right to take the floor, ask questions during the General Meeting and exercise his right to vote at this meeting.

The shareholder is only entitled to designate one person as a proxy holder for a specific general meeting. In derogation thereof (i) the shareholder will be entitled to appoint separate proxy holders for each form of shares which he owns, as well as for each security account if he owns shares in WDP in more than one securities account, and (ii) an as shareholder qualified person who acts on behalf of other natural persons or legal entities, can give a proxy to each of those other natural persons or legal entities or to a third party designated by them.

A person acting as a proxy holder is entitled to hold a proxy of more than one shareholder. Proxy holders who have received proxies from multiple shareholders can vote differently on behalf of different shareholders.

The designation of a proxy holder by a shareholder, must be in writing or through an electronic form and must be signed by the shareholder, where applicable through a technologically advances electronic signature within the meaning of Section 4, §4 of the Act of 9 July 2001 regarding the adoption of specific rules relating to the legal framework for electronic signatures and certification services, or through an electronic signature that satisfies the conditions of Article 1322 of the Civil Code.

The notification of the proxy to the Company must be made in writing. This notification can also be made electronically to the address: shareholdersmeetings@wdp.be. In the case of notification by electronic means, the original proxy form must be presented no later than on the date of the General Meeting. Proxy forms that arrive late or that do not satisfy the required formalities will be refused. The Company must receive the proxy no later than Thursday 23 April 2015.

In order to determine the rules regarding quorum and majority, the only proxies considered will be those submitted by the shareholders that have completed the formalities specified in Section 536 (2) of the Companies Code that must be complied with in order to be admitted to the general meeting, as described in the respective convocations.

Without prejudice to the option to depart from the instructions under specific circumstances, pursuant to Section 549 (2) of the Companies Code, the proxy holder will cast his vote in accordance with the instructions provided by the shareholder that has designated him. The proxy holder must maintain a register of voting instructions for at least one year, and must confirm at the request of the shareholder that he has complied with the voting instructions.

In the event of a potential conflict of interests as specified in article 547bis, §4 of the Companies Code between the shareholder and the proxy holder he has appointed, the proxy holder must disclose any specific facts that are relevant for the shareholder in assessing the risk that the proxy holder will pursue an interest other than that of the shareholder. Furthermore, the proxy holder may vote on behalf of the shareholder only on condition that he has been given specific instructions for each item on the agenda.

As indicated in the notice to convene the extraordinary general meeting (and according to the details indicated in this notice), shareholders who hold alone or jointly 3% of the share capital of the Company, have the right to add items to the agenda of the extraordinary general meeting and file resolution proposals (relating to subjects already on or to be added to the agenda) no later than on Tuesday 7 April 2015 (article 533ter of the Companies Code). The subjects to be treated and the related resolution proposals that would be added to the agenda, where appropriate, will be published in accordance with the provisions of the Companies Code (as indicated in the notice to convene). Where appropriate, the Company will at the same time, put at the disposal of the shareholders, on its website, a form which can be used to vote by proxy, completed with the additional items to be dealt with and the related resolution proposals which would be put on the agenda, and/or merely with the resolution proposals which would be formulated. The proxies which are notified to the Company before the publication of the completed agenda, are still valid for the subjects to be dealt with noted in the agenda, provided that the proxy holder, for the to be treated subjects noted in the agenda for which new resolution proposals are submitted, can deviate from de eventual instructions of the proxy provider during the meeting, if the execution of these instructions would damage the interests of the proxy provider. The proxy holder must notify the proxy provider of this.

Regarding new subjects to be dealt with, where appropriate, that would be included in the agenda, the Proxy Provider must select an option:

□ The Proxy Holder is authorized to vote on the new to be handled subjects that would be included on in the agenda as he/she deems appropriate, taking into account the interests of the Proxy Provider. * [OR]

□ The Proxy Holder must refrain from voting on the new to be handled subjects and the associated proposed resolutions that would be included in the agenda.*

[*Tick the box that corresponds with the option selected. If the Proxy Provider has not ticked any box or if he has ticked both boxes, the Proxy Holder must abstain from voting on the new items and the associated proposed resolutions that would be placed on the agenda of the Meeting.]

More information about this can be found on the website of the Company (www.wdp.be).

Date: ________
Signature:	Signature:
Name: _____ Position: _____	Name: _____ Position: _____

[signature(s), to be preceded by the words "good for proxy"]

[If the signature is signed on behalf of a legal entity, please state the first and last name and the position of the natural person(s) and provide the articles of association and other documentation in which the representative authority is shown.]