Warehouses De Pauw SA — Proxy Solicitation & Information Statement 2017

Mar 27, 2017

PROXY

This properly completed, dated and signed paper form must be received by WDP at the latest on Thursday, 20 April 2017 and can be transmitted:

• (i) by ordinary mail: WDP Comm. VA, to the attention of Jonas Van Weyenberg, Blakebergen 15, 1861 Wolvertem
• (ii) by e-mail: shareholdersmeetings@wdp.eu

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

Signed (the "Proxy Provider") 1 :

Natural person
Name and first name:
Domicile :
Legal entity
Corporate name and legal
form :
Registered office:
Company number:
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 Proxies returned to WDP without indicating a Proxy Holder shall be considered as being addressed to WDP, its management body, one of its employees or the secretary of the meeting. Should this generate a potential conflict of interest under art. 547bis §4 of the Belgian Companies Code, the relevant Proxy Holder must divulge clearly the pertinent facts to enable the shareholder to evaluate the risk that the Proxy Holder might pursue an interest other than that of the shareholder. 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. In the absence if specific voting instructions, the Proxy Holders, who will be considered having a conflict of interest, may not take part in the vote.

Natural person
Name and first name:
Domicile :
Legal entity
Corporate name and legal
form :
Registered office:
Company number:
Validly represented by (name
and position):

To represent in his/her name at the general meeting of WDP on Wednesday 26 April 2017 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 2016 and of the reports concerning the financial statements of the acquired companies The Bridge Logistics III NV, Suncop I NV, Suncop 2 BVBA and Maritime Logistics Bornem NV for the period from 1 January 2016 to 30 June 2016 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. Presentation of the reports from the statutory auditor concerning the financial statements referred to under item 1.

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 2016 and the appropriation of the result.

Proposed resolution: The General Meeting approves the statutory financial statements of the Company as at 31 December 2016, 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 2016 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 2017 financial year.

Proposed resolution: The General Meeting approves the amount of EUR 1,525,000 as remuneration for the manager for the current 2017 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 The Bridge Logistics III NV for the period from 1 January 2016 to 30 June 2016 inclusive and appropriation of the result.

Proposed resolution: The General Meeting approves the financial statements for the period from 1 January 2016 to 30 June 2016 inclusive of the acquired company The Bridge Logistics III NV, including the appropriation of the result.

1. Granting discharge to the directors and statutory auditor of the acquired company The Bridge Logistics III NV for the performance of their mandates during the period from 1 January 2016 to 30 June 2016 inclusive.

Proposed resolution: By a separate vote, the General Meeting grants discharge to the directors and statutory auditor of the acquired company The Bridge Logistics III NV for the performance of their mandates during the period from 1 January 2016 to 30 June 2016 inclusive.

1. Approval of the financial statements of the acquired company Suncop I NV for the period from 1 January 2016 to 30 June 2016 inclusive and appropriation of the result.

Proposed resolution: The General Meeting approves the financial statements for the period from 1 January 2016 to 30 June 2016 inclusive of the acquired company Suncop I NV, including the appropriation of the result.

1. Granting discharge to the directors and statutory auditor of the acquired company Suncop I NV for the performance of their mandates during the period from 1 January 2016 to 30 June 2016 inclusive.

Proposed resolution: By a separate vote, the General Meeting grants discharge to the directors and statutory auditor of the acquired company Suncop I NV for the performance of their mandates during the period from 1 January 2016 to 30 June 2016 inclusive.

1. Approval of the financial statements of the acquired company Suncop 2 BVBA for the period from 1 January 2016 to 30 June 2016 inclusive and appropriation of the result.

Proposed resolution: The General Meeting approves the financial statements for the period from 1 January 2016 to 30 June 2016 inclusive of the acquired company Suncop 2 BVBA, including the appropriation of the result.

1. Granting discharge to the managers and statutory auditor of the acquired company Suncop 2 BVBA for the performance of their mandates during the period from 1 January 2016 to 30 June 2016 inclusive.

Proposed resolution: By a separate vote, the General Meeting grants discharge to the managers and statutory auditor of the acquired company Suncop 2 BVBA for the performance of their mandates during the period from 1 January 2016 to 30 June 2016 inclusive.

1. Approval of the financial statements of the acquired company Maritime Logistics Bornem NV for the period from 1 January 2016 to 30 June 2016 inclusive and appropriation of the result.

Proposed resolution: The General Meeting approves the financial statements for the period from 1 January 2016 to 30 June 2016 inclusive of the acquired company Maritime Logistics Bornem NV, including the appropriation of the result.

1. Granting discharge to the directors and statutory auditor of the acquired company Maritime Logistics Bornem NV for the performance of their mandates during the period from 1 January 2016 to 30 June 2016 inclusive.

Proposed resolution: By a separate vote, the General Meeting grants discharge to the directors and statutory auditor of the acquired company Maritime Logistics Bornem NV for the performance of their mandates during the period from 1 January 2016 to 30 June 2016 inclusive.

1. Reappointment of the professional partnership in the form of a private limited liability cooperative under Belgian law 'Deloitte Bedrijfsrevisoren', as company auditor of the Company and approval of the remuneration for this mandate of company auditor.

Proposed resolution: The General Meeting approves the reappointment as company auditor of the professional partnership in the form of a private limited liability cooperative under Belgian law 'Deloitte Bedrijfsrevisoren', having its registered office in 1930 Zaventem, Gateway Building, Luchthaven Nationaal 1 J , represented in this function by Ms Kathleen de Brabander, having her office in 2018 Antwerpen, at Lange Lozanastraat 270 and this for a period of 3 years which ends on the annual meeting of the Company to be held in 2020 and for a remuneration of EUR 55.000 (excl. VTA and costs IBR). The fees are adjusted annually to the index of the retail prices.

1. Presentation of the confirmation of the expiration of the mandate of Mr. Marc Duyck as director of the manager on 26 April 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 reappointment of Mr. Marc Duyck as director of the manager with effect from 26 April 2017 for a period up to and including the annual 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. Grant of rights to third parties in accordance with section 556 of the Companies Code.

19.1. Proposal: Proposal to approve one clause, in accordance with Section 556 of the Companies Code, from the financing agreement entered into by the Company and ABN AMRO BANK N.V. ("ABN AMRO") on 21 December 2016, for a total amount of EUR 62.5 million (the "Financing Agreement"). This Financing Agreement contains, inter alia, a clause which grants to third parties (in particular ABN AMRO) rights that affect the Company's capital, or create a debt or obligation chargeable to it, the exercise of these rights being dependent on a change in the control of the Company. The Company is obliged to immediate repay the loan at the request of ABN AMRO, together with the interest acquired and all other amounts acquired or outstanding under the Financing Agreement, if there is a change in control of the Company. For the purposes of this agreement, contractual "change in control" means that (i) any person, or group of persons acting in concert, gain(s) control over the Company; (ii) any person, or a group of persons acting in concert gain(s) control of the statutory manager (or any of the statutory managers, as the case may be) of the Company within the meaning of Article 5 of the Companies Code, provided however that for the avoidance of doubt, the statutory manager (or any of the statutory managers, as the case may be) no longer being (i) the statutory manager of the Company or (ii) the general partner of the Company, shall as such not be deemed to constitute a change of control; and (iii) "person" as used in the definition of "Change of Control" shall not include any person who is a relative or a member of the Family Jos De Pauw or who is owned for at least 95 per cent. by, or is controlled by, or is affiliated with, (one or more relatives of) one or more members of the Family Jos De Pauw.

19.2. Proposal: Proposal to approve one clause, in accordance with Section 556 of the Companies Code, from the "Subscription Agreement" of 29 March 2016, entered into by the Company and the "Joint Lead Managers", the "Agency Agreement" of 29 March 2016, entered into by the Company and the "Agent", and the Prospectus dated 23 March 2016 (together referred to as the "Transaction Documents"). The Transaction Documents were entered into and prepared in the context of the private issue of bonds by the Company with admission to trading of the bonds on Euronext Brussels, for a total nominal value of EUR 60 million, completed on 1 April 2016. These Transaction Documents include a clause in which the bondholders are granted rights to have an effect on the capital of the Company, or allows the creation of a debt or obligation to be charged to it, with which the exercising of these rights depends on a change of control that is exercised on the Company. In the event of a change of control with respect to the Company (as defined in the aforementioned Transaction Documents – please refer to section 6 of the Prospectus dated 23 March 2016), the Company has always according to the term specified in the Transaction document, committed to repay the bonds early. For the definition of change of control in this respect, please refer to paragraph 6.3 of the Prospectus of 23 March 2016. In the hypothesis that the change of control clause would not be approved by the Extraordinary General Meeting (followed by the filing of the decision of the Extraordinary General Meeting with the clerk of the court) before 31 May 2017, with effect from the next interest period, the interest rate under the bond loan will be increased by 0.5% until the last day of the interest period in which these actions would still have occurred.

The manager invites all shareholders to approve all resolution proposals stated in point 19 of this agenda, provided that on each of the points 19.1 and 19.2 will be voted separately.

1. Varia

******

Please indicate for each decision your voting instructions (for, against, abstain) in writing.

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

Agenda item	FOR	AGAINST	ABSTAIN
4. Statutory financial statements	FOR	AGAINST	ABSTAIN
5.a Discharge to the manager	FOR	AGAINST	ABSTAIN

5.b Discharge to the permanent representative	FOR	AGAINST	ABSTAIN
5.c Discharge to the statutory auditor	FOR	AGAINST	ABSTAIN
6. Remuneration for the manager	FOR	AGAINST	ABSTAIN
7. Remuneration report	FOR	AGAINST	ABSTAIN
8. Financial Statements The Bridge Logistics NV	FOR	AGAINST	ABSTAIN
9.a Discharge to the directors The Bridge Logistics NV	FOR	AGAINST	ABSTAIN
9.b Discharge to the statutory auditor The Bridge Logistics NV	FOR	AGAINST	ABSTAIN
10. Financial Statements Suncop I NV	FOR	AGAINST	ABSTAIN
11.a Discharge to the directors Suncop I NV	FOR	AGAINST	ABSTAIN
11.b Discharge to the statutory auditor Suncop I NV	FOR	AGAINST	ABSTAIN
12. Financial Statements Suncop 2 BVBA	FOR	AGAINST	ABSTAIN
13.a Discharge to the managers Suncop 2 BVBA	FOR	AGAINST	ABSTAIN
13.b Discharge to the statutory auditor Suncop 2 BVBA	FOR	AGAINST	ABSTAIN
14. Financial Statements Maritime Logistics Bornem NV	FOR	AGAINST	ABSTAIN
15.a Discharge to the directors Maritime Logistics Bornem NV	FOR	AGAINST	ABSTAIN
15.b Discharge to the statutory auditor Maritime Logistics Bornem NV	FOR	AGAINST	ABSTAIN
16. Re-appointment of the statutory auditor	FOR	AGAINST	ABSTAIN

19.1. Grant of rights to third parties – ABN AMRO	FOR	AGAINST	ABSTAIN
19.2. Grant of rights to third parties - bondholders	FOR	AGAINST	ABSTAIN

The Proxy Holder can more particularly attend to the General Meeting, participate in the deliberations and vote on each proposal or point that may be presented to the General Meeting according to this agenda. 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 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, insofar the undersigned shareholder shall have in due time completed the required formalities to participate and vote at the subsequent general meeting.

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.

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 Proxy Holder will vote in accordance with the voting instructions included in this proxy. If no voting instructions were given:

The Proxy Holder will vote FOR the proposed resolution,* [OR] The Proxy Holder will vote, according to the deliberations held, in the best interest of the shareholder.*

[*Tick the box that corresponds with the option selected. If the Proxy Provide has not ticked any box or if he has ticked both boxes, the Proxy Holder must abstain from voting on the items for which he received no voting instructions.]

The proxies which are notified to the Company before the publication of the completed agenda, remain valid for the subjects to be dealt with noted in the agenda, provided that the Proxy Holder, for the subjectsto be dealt with noted in the agenda for which new resolution proposals are submitted, can deviate from the 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.]

Date:	Date:
Signature:	Signature:
Name: _______	Name: _______
Position: ______	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.]