VOTE BY CORRESPONDENCE ORDINARY AND EXTRAORDINARY GENERAL MEETING

This duly completed, dated and signed written form must be received by WDP NV/SA at the latest on Thursday 24 April 2025 and can be transmitted:
- (i) by ordinary letter at the following address: WDP NV, attn. Sofie Baveghems Legal Counsel, Blakebergen 15, B-1861 Wolvertem
- (ii) by e-mail: [email protected]
Forms arriving too late or not satisfying the required formalities can be refused.

Undersigned:

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

Owner of

[number]	registered shares
[number]	dematerialised shares

of Warehouses De Pauw NV/SA, a public regulated real estate company under Belgian law, having its registered office at B-1861 Wolvertem, Blakebergen 15, registered in the register of legal entities of Brussels, Dutch-speaking section under number 0417.199.869 (WDP or the Company).

Exercises his right to vote on the agenda items, as attached in the annex to this form, of the ordinary and extraordinary general meeting of WDP to be held on Wednesday 30 April 2025 at 10.00 am, at Company's offices at Blakebergen 15, B-1861 Wolvertem (Meise) (the Meeting) as follows:

A. EXTRAORDINARY GENERAL MEETING

1. MANDATE REGARDING THE AUTHORISED CAPITAL

	1.1. Reporting	NO VOTING REQUIRED
	1.2. Proposal – renewal mandate authorised capital
i.	50% of the capital amount - capital increase in cash with the option for shareholders to exercise their preferential right or irreducible allocation right	FOR	AGAINST	ABSTAIN
ii.	50% of the capital amount - capital increase within the context of the distribution of an optional dividend	FOR	AGAINST	ABSTAIN
iii.	A) in principal order, 20% of the capital amount - (a) a capital increase in kind or (b) a capital increase by a contribution in cash without the option for shareholders to exercise their preferential right or irreducible allocation right, or (c) a capital increase in any other form	FOR	AGAINST	ABSTAIN
	B) if the Meeting does not approve the proposal under iii.A), 10% of the capital amount - (a) a capital increase in kind or (b) a capital increase by a contribution in cash without the option for shareholders to exercise their preferential right or irreducible allocation right, or (c) a capital increase in any other form	FOR	AGAINST	ABSTAIN
	Approval of the new text of Article 8 of the articles of association	FOR	AGAINST	ABSTAIN

B. ORDINARY GENERAL MEETING

B.1. up to B.3. Reporting	NO VOTING REQUIRED
4. Statutory financial statements of the Company and allocation of the result	FOR	AGAINST	ABSTAIN
5. Discharge to the directors of the Company	FOR	AGAINST	ABSTAIN
6. Discharge to the statutory auditor of the Company	FOR	AGAINST	ABSTAIN
7. Appointment and remuneration of KPMG Bedrijfsrevisoren KPMG Réviseurs d'Entreprises BV/SRL as statutory auditor	FOR	AGAINST	ABSTAIN
8. Designation and remuneration of KPMG Bedrijfsrevisoren KPMG Réviseurs d'Entreprises BV/SRL for the assurance of the consolidated sustainability reporting, as far as legally required	FOR	AGAINST	ABSTAIN

9. Approval of the remuneration policy	FOR	AGAINST	ABSTAIN
10. Advisory vote on the remuneration report	FOR	AGAINST	ABSTAIN
11.1. Granting rights to third parties – credit agreements	FOR	AGAINST	ABSTAIN
11.2. Granting rights to third parties – every clause entered into between the date of the convocation to the Meeting and the actual session of the Meeting (and which, if applicable, shall be explained during the Meeting and shall be included in the minutes), insofar as such clauses are in line with the clauses with regard to changes in control which until today were already approved by the general meeting	FOR	AGAINST	ABSTAIN

C. POWER OF ATTORNEYS TO IMPLEMENT THE RESOLUTIONS ADOPTED BY THE EXTRAORDINARY AND ORDINARY GENERAL MEETING

1. Powers in order to ensure completion of the formalities	FOR	AGAINST	ABSTAIN

If the Meeting would be unable to validly deliberate or if it would be adjourned for any reason, this form to vote by correspondence remains valid for any subsequent meeting with the same agenda. However, this only applies if the undersigned has in due time fulfilled the formalities required to participate and vote at the subsequent meetings.

Date:	Date:
Signature:	Signature:


Name:	Name:
Function:	Function:

[If the form is signed on behalf of a legal entity, please state the first and last name and the function of the natural person(s) and provide the articles of association and other documentation in which the representation powers are shown. In the absence thereof, the natural person(s) signing this form declare(s) and certify(ies) to WDP to have the necessary powers to sign this form on behalf of the shareholder.]

A. EXTRAORDINARY GENERAL MEETING

These resolutions can be validly adopted if the shareholders present or represented at the Meeting represent at least half of the capital, subject to the approval by at least 75% of the votes cast.

1. MANDATE REGARDING THE AUTHORISED CAPITAL

1.1. Acknowledgement of the Board of Directors' report drawn up in application of Article 7:199 of the Belgian Code of companies and associations with regard to the renewal of the authorised capital, in which the special circumstances are described under which the authorised capital can be used and the intended aims thereof.

Given the fact that it only concerns an acknowledgement, no proposed resolution is included.

1.2. Proposed resolution: the Meeting resolves to renew the existing mandate regarding the authorised capital and to grant a new mandate to the Board of Directors of the Company to, in accordance with the proposal included in the report of the Board of Directors and within the constraints of the mandatory provisions contained in the applicable company law, increase the Company's capital on the dates and subject to the conditions it will determine, on one or more occasions:

i. If the capital increase to be realised is a capital increase in cash with the option for the shareholders of the Company to exercise their preferential right or irreducible allocation right (as meant in the RREC Legislation (as defined in Article 1 of the articles of association)), up to a maximum amount of 50% of the capital amount on the date of the Extraordinary General Meeting;

ii. If the capital increase to be realised is a capital increase within the context of the distribution of an optional dividend, up to a maximum amount of 50% of the capital amount on the date of the Extraordinary General Meeting; and

iii. If the capital increase to be realised is (a) a capital increase by contribution in kind, or (b) a capital increase by a contribution in cash without the option for the shareholders of the Company to exercise their preferential right or irreducible allocation right (as meant in the RREC Legislation), or (c) a capital increase in any other form,

A) in principal order, up to a maximum amount of 20% of the capital amount on the date of the Extraordinary General Meeting,
B) if the Meeting does not approve the proposal under iii.A), up to a maximum amount of 10% of the capital amount on the date of the Extraordinary General Meeting,

with the understanding that the capital within the framework of the authorised capital cannot be increased by an amount that exceeds the amount of the capital on the date of the Extraordinary General Meeting, in other words that the sum of the capital increases with application of the proposed mandate included under sub-agenda items1.2.i, 1.2.ii and 1.2.iii in total cannot exceed the capital amount on the date of the Extraordinary General Meeting,

and therefore resolves to amend Article 8 of the articles of association accordingly, as follows:

"ARTICLE 8. AUTHORISED CAPITAL

The board of directors is authorised, within the constraints of the mandatory provisions contained in the applicable company law, to increase the share capital on the dates and subject to the conditions that it specifies, in one or more increments, up to a maximum amount of:

I. [[to be completed: 50% of the amount of the capital on the date of the Extraordinary General Meeting, rounded down to the nearest eurocent], if the capital increase to be realised is a capital increase in cash with the option for the company's shareholders to exercise their preferential right or irreducible allocation right (as referred to in the RREC Legislation (as defined in Article 1 of the articles of association))]1 ; and

II. [[to be completed: 50% of the amount of capital on the date of the Extraordinary General Meeting, rounded down to the nearest eurocent], if the capital increase to be realised involves the distribution of an optional dividend]2 ; and

III. [[to be completed: [20%3 or 10%4 ] of the amount of the capital on the date of the Extraordinary General Meeting, rounded down to the nearest eurocent], if the capital increase to be realised is (a) a capital increase by contribution in kind, or (b) a capital increase in cash without the option for the company's shareholders to exercise their preferential right or irreducible allocation right (as referred to in the RREC Legislation), or (c) any other kind of capital increase]5 ;

with the understanding that the capital will not be allowed to increase within the context of this mandate by an amount that exceeds the amount of the capital on the date of the extraordinary general meeting that approves the mandate.

This mandate is valid for a period of five years from the publication of the minutes of the extraordinary general meeting that approves the mandate.

This mandate is renewable.

Capital increases can be carried out via contribution in cash, contribution in kind or conversion of reserves, including profits carried forward and issue premiums as well as all of the equity components in the company's individual IFRS financial statements which are convertible into capital, possibly with issuance of shares or other securities (of any existing kind), in accordance with the mandatory provisions set out in the applicable company law and the RREC Legislation. The board of directors can decide on capital increases below, above, or at the par value of the existing shares of the same kind.

Any issue premiums, as the case may be after deduction of an amount that does not exceed the cost of the capital increase in the meaning of the applicable IFRS rules, will be shown in one or more separate accounts under equity in the liabilities on the balance sheet and will thus be available for distribution. The board of directors is free to decide to place any issue premiums, as the case may be after deduction of an amount that does not exceed the cost of the capital increase in the meaning of the applicable IFRS rules, into an unavailable account, which cannot under any circumstances be reduced or abolished except by a resolution of the general meeting voting as for an amendment to the articles of association (except in the case of the conversion into capital by the board of directors).

¹ This paragraph will only be added to the articles of association if the Meeting approves the proposal under subagenda item 1.2.i, and to the extent that sub-agenda items 1.2.ii and 1.2.iii.A), or if applicable B) are individually approved, as well as to the extent that the new text of Article 8 of the articles of association is adopted.

² This paragraph will only be added to the articles of association if the Meeting approves the proposal under subagenda item 1.2.ii, and to the extent that sub-agenda items 1.2.i and 1.2.iii.A), or if applicable B) are individually approved, as well as to the extent that the new text of Article 8 of the articles of association is adopted.

³ If the Meeting approves the proposal under sub-agenda item 1.2.iii.A), and to the extent that sub-agenda items 1.2.i and 1.2.ii are individually approved, as well as to the extent that the new text of Article 8 of the articles of association is adopted.

⁴ If the Meeting approves the proposal under sub-agenda item 1.2.iii.B), and to the extent that sub-agenda items 1.2.i and 1.2.ii are individually approved, as well as to the extent that the new text of Article 8 of the articles of association is adopted.

⁵ This paragraph will only be added to the articles of association if the Meeting approves the proposal under subagenda point 1.2.iii.A) or B), and to the extent that sub-agenda items 1.2.i and 1.2.ii are individually approved, as well as to the extent that the new text of Article 8 of the articles of association is adopted.

The board of directors cannot only create or issue shares (of any existing kind), but also subscription rights (which may be attached to another security), convertible bonds, bonds repayable in shares, or other securities, while complying at all times with the mandatory provisions set out in the applicable company law and RREC Legislation.

Without prejudice to the application of mandatory provisions of the applicable company law and RREC Legislation, in this process the board of directors may limit or cancel preferential rights, even if this benefits one or more particular persons other than employees.

The board of directors has the power to amend the company's articles of association in line with the capital increase(s) that was(were) realised within the context of the authorised capital."

This proposed mandate will be given for a period of five years to be calculated from the day the minutes of the Extraordinary General Meeting are published in the Annexes to the Belgian State Gazette. From that date, the existing mandate regarding the authorised capital that was given by the extraordinary general meeting by decision of 24 April 2024 will expire, and will be replaced by the proposed mandate. To be clear, it is specified that the proposal will only be deemed approved if all sub-agenda items 1.2.i, 1.2.ii, and 1.2.iii (A), or if applicable B)), are individually approved and if the new text of Article 8 of the articles of association is adopted. If the Extraordinary General Meeting does not approve the proposal (for all sub-agenda items 1.2.i, 1.2.ii, and 1.2.iii, as well as for the new text of Article 8 of the articles of association), the current mandate granted by the extraordinary general meeting's resolution of 24 April 2024 will remain in force.

The FSMA has approved the proposed amendments to the articles of association on 25 March 2025.

The Board of Directors invites the shareholders to approve this proposed resolution, it being understood that (i) each of the sub-agenda items 1.2.i, 1.2.ii and 1.2.iii will be voted on separately, whereby for sub-agenda item 1.2.iii, a vote on item B) will be taken only if item A) is not approved, and (ii) the new text of Article 8 of the articles of association will be voted on to the extent that all sub-agenda items 1.2.i, 1.2.ii and 1.2.iii A), or if applicable B) are approved.