Wereldhave Belgium — Proxy Solicitation & Information Statement 2026

Mar 6, 2026

Wereldhave BELGIUM

Wereldhave Belgium
Company limited by shares
Public regulated real estate company
Medialaan 30/6, 1800 Vilvoorde
Company number 0412.597.022 (RLP Brussels, Dutch-speaking division)

(the "Company")

ORDINARY GENERAL MEETING

The shareholders of the Company are hereby invited to attend the Ordinary General Meeting of Shareholders of the Company, which will be held on Wednesday 8 April 2026 at 11 a.m. at 1800 Vilvoorde, Medialaan 28B.

The agenda of the Ordinary General Meeting is as follows:

1. Acknowledgment of the annual report of the Board of Directors for the financial year ended on 31 December 2025 and the consolidated annual accounts for 2025.

Explanation: In accordance with sections 3:5 and 3:6 of the Belgian Companies and Associations Code, the Board of Directors has drawn up an annual report in which it gives an account of its policy. This agenda item does not require approval by the Company's general meeting.

1. Acknowledgment of the report of the Company's auditor on the statutory annual accounts for 2025 and on the consolidated annual accounts for 2025.

Explanation: In accordance with sections 3:74 and 3:75 of the Companies and Associations Code, the Company's auditor has drawn up a detailed report. This agenda item does not require approval by the Company's general meeting.

1. Explanation and approval of the 2025 remuneration report as part of the corporate governance statement as included in the annual report of the Board of Directors for the financial year ended on 31 December 2025.

Proposed resolution: Approval of the 2025 remuneration report as part of the corporate governance statement as included in the annual report of the Board of Directors for the financial year ended on 31 December 2025.

Explanation: In accordance with sections 3:74 and 3:75 of the Belgian Companies and Associations Code, the Company's auditor has prepared a detailed report. This agenda item does not require approval by the Company's general meeting.

1. Approval of the statutory annual accounts for the financial year ended on 31 December 2025, as well as the appropriation of the result, on the understanding that the proposed dividend for the 2025 financial year amounts to €4.15 per share (€2.905 net per share) and approval to pay the dividend entirely in cash.

Proposed resolution: Approval of the statutory annual accounts for the financial year ended on 31 December 2025, as well as the appropriation of the result with the distribution of a dividend of €4.15 per share (€2.905 net per share) and approval to pay the dividend entirely in cash.

1. Discharge of the members of the Board of Directors.

Proposed resolution: Discharge is granted to the members of the Board of Directors for the performance of their duties during the financial year ended on 31 December 2025.

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1. Discharge of the Company's auditor.

Proposed resolution: Discharge is granted to the Company's auditor for the performance of his duties during the financial year ended 31 December 2025.

1. Approval of the reappointment of Ms Brigitte Boone as an independent director of the Company with effect from 8 April 2026 for a term of four (4) years, until the general meeting of shareholders to be convened to approve the annual accounts for the 2029 financial year and to remunerate her in accordance with the Company's remuneration policy.

The information available to the Company shows that Ms Boone meets the specific independence criteria set out in provision 3.5 of the Belgian Corporate Governance Code 2020 and the general independence criterion set out in section 7:87 of the Belgian Companies and Associations Code. Ms Boone's professional qualifications, together with the list of positions she holds, are included on pages 52-53 of the annual report of the Board of Directors.

Proposed resolution:

Approval of the reappointment of Ms Brigitte Boone as an independent director of the Company with effect from 8 April 2026 for a term of four (4) years, until the general meeting of shareholders to be convened to approve the annual accounts for the 2029 financial year, and to remunerate her in accordance with the Company's remuneration policy.

1. (i) Acknowledgement of the end of the mandate of Mr Albertus Wilhelmus (Dennis) de Vreede as non-executive director with effect from 8 April 2026.

(ii) Appointment of Mr Marcel Gerardus Eggenkamp as non-executive director, nominated by the reference shareholder Wereldhave NV, with effect from 13 May 2026, for a term of four (4) years, and determination of the remuneration of his mandate in accordance with the Company's remuneration policy. This appointment is subject to the condition precedent of approval by the General Meeting of Shareholders of Wereldhave NV (with its registered office in the Netherlands, Amsterdam, Nieuwe Passeerderstraat no. 1, KvK no. 27083240), to be held on 13 May 2026, of the appointment of Mr Marcel Gerardus Eggenkamp as director of Wereldhave NV.

Proposed resolution (1 vote):

The Meeting resolves to take note of the resignation of Mr Albertus Wilhelmus (Dennis) de Vreede as non-executive director with effect from 8 April 2026. The shareholders thank Mr Albertus Wilhelmus (Dennis) de Vreede for the performance of his mandate in the Company.

The Meeting approves the appointment of Mr Marcel Gerardus Eggenkamp as non-executive director, nominated by the reference shareholder Wereldhave NV, with effect from 13 May 2026, for a term of four (4) years (until the general meeting of shareholders to be convened to approve the annual accounts for the 2029 financial year), and to remunerate him in line with the other members of the Board of Directors. This appointment is subject to the condition precedent of approval by the General Meeting of Shareholders of Wereldhave NV (with registered office in the Netherlands, Amsterdam, Nieuwe Passeerderstraat no. 1, KvK no. 27083240), to be held on 13 May 2026, of the appointment of Mr Marcel Gerardus Eggenkamp as director of Wereldhave NV.

1. Proxies.

Proposed resolution: The Meeting resolves to:

(i) grant a special proxy to Mr Laurent Trenson, Head of Reporting & Controlling of the Company, to Mr Benoit Stockman, General Counsel of the Company, to Ms Louise Geerebaert, Legal Counsel of the Company, and to Ad-Ministerie BV, represented by Mr Adriaan de Leeuw, with registered office at Brusselsesteenweg 66, 1860 Meise, Belgium, RPR Brussels 0474.966.438, each acting alone and with power of substitution, in order to complete all necessary and useful formalities relating to the above resolutions of the Company, including the filing of the documents with the registry of the competent enterprise court and the completion of all useful and necessary formalities for the publication of the Company's decisions in the Annexes to the Belgian Official Gazette. To this end, the attorney-in-fact may, on behalf of the Company, make all statements, sign all documents and papers and, in general, do whatever is necessary; and

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(ii) to grant a special power of attorney to Mr Laurent Trenson, Head of Reporting & Controlling of the Company, to Mr Benoit Stockman, General Counsel of the Company, to Ms Louise Geerebaert, Legal Counsel of the Company, each acting alone and with power of substitution, to draw up and sign on behalf of the Company any report, certificate, statement or any other document establishing the fulfilment of the condition precedent attached to the appointment of Mr Marcel Gerardus Eggenkamp as non-executive director of the Company, as well as to carry out all related formalities.

1. Questions from shareholders to the Company's Board of Directors regarding the reports or agenda items and questions to the Company's auditor regarding his reports.

Possibility of adding new items to the agenda

One or more shareholders who together hold at least 3% of the Company's capital and who meet the conditions for participation in the Meeting may have items added to the agenda of the Meeting and submit proposals for resolutions relating to items on the agenda.

Shareholders must submit such requests in writing and the Company must receive them no later than the twenty-second day before the date of the Meeting, i.e. on Tuesday 17 March 2026, either by letter (Medialaan 30/6, 1800 Vilvoorde) for the attention of Mr Laurent Trenson and Mr Benoit Stockman, or by e-mail (ir.be@wereldhave.com).

Where applicable, the Company will publish a supplementary agenda no later than the fifteenth day before the date of the Meeting, namely on Tuesday 24 March 2026.

For more information about the aforementioned rights and how to exercise them, please refer to the Company's website (https://www.wereldhavebelgium.com/en/).

Participation in the Meeting

In accordance with section 7:134, §2 of the Belgian Companies and Associations Code and section 24 of the Company's articles of association, shareholders may only participate in the Meeting and exercise their voting rights if the following two conditions are met:

1. On the basis of the evidence submitted in accordance with the registration procedure described below, the Company must be able to establish that, no later than midnight on the fourteenth day prior to the Meeting, i.e. at midnight on Wednesday 25 March 2025 (the "Registration Date"), the shareholder was in possession of the number of shares for which he or she intends to participate in the Meeting;
2. No later than the sixth day before the date of the Meeting, namely on Thursday 2 April 2026, he or she must explicitly confirm to the Company that he or she intends to participate in the Meeting.

A. Registration

The registration procedure is as follows:

• for holders of registered shares: registration of the shares in the Company's register of registered shares;
• for holders of dematerialised shares: registration of the shares in the accounts of a recognised account holder or a central securities depository.

Only persons who are shareholders on the Registration Date are entitled to participate in and vote at the Meeting.

B. Confirmation of participation

In addition, shareholders who intend to participate in the Meeting must notify the Company of their intention to do so no later than the sixth day before the date of the Meeting, i.e. on Thursday 2 April 2026, as follows:

• owners of registered shares who wish to participate in the Meeting must notify the Company no later than Thursday, 2 April 2026, either by letter (Medialaan 30/6, 1800 Vilvoorde) for the attention of Mr Laurent Trenson or Mr Benoit Stockman, or by email (ir.be@wereldhave.com);
• owners of dematerialised securities must submit a certificate to the Company by Thursday 2 April 2026 at the latest, issued by the recognised account holder or by the central securities depository, stating the number of dematerialised shares with which the shareholder wishes to participate in the Meeting, either by letter (Medialaan 30/6, 1800 Vilvoorde) for the attention of Mr Laurent Trenson and Mr Benoit Stockman, or by e-mail (ir.be@wereldhave.com).

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Remote voting prior to the Meeting

In accordance with section 7:146 of the Belgian Companies and Associations Code and section 29 of the Company's articles of association, each shareholder may vote remotely by letter or email prior to the Meeting, using the form provided by the Company. This voting form can be found on the Company's website (https://www.wereldhavebelgium.com/en/investors/shareholder-meetings/general-meetings) or can be requested by letter (Medialaan 30/6, 1800 Vilvoorde) for the attention of Mr Laurent Trenson and Mr Benoit Stockman or by email to ir.be@wereldhave.com.

The Company must receive the signed voting form no later than the sixth day before the date of the Meeting, i.e. on Thursday 2 April 2026, either by post (Medialaan 30/6, 1800 Vilvoorde) for the attention of Mr Laurent Trenson and Mr Benoit Stockman, or by email (ir.be@wereldhave.com).

Voting by proxy

In accordance with section 7:143, §2 of the Belgian Companies and Associations Code, each shareholder may be represented at the Meeting by one proxy using a form provided by the Company. The original form, signed on paper, must be in the Company's possession by Thursday 2 April 2026 at the latest (to be sent by post to Medialaan 30/6, 1800 Vilvoorde, for the attention of Mr Laurent Trenson and Mr Benoit Stockman). This form may also be submitted to the Company by e-mail (ir.be@wereldhave.com) within the same period, provided that it is signed electronically in accordance with the applicable Belgian legislation. The proxy form can be found on the Company's website (https://www.wereldhavebelgium.com/en/investors/shareholder-meetings/general-meetings) or can be requested by letter (Medialaan 30/6, 1800 Vilvoorde) for the attention of Mr Laurent Trenson and Mr Benoit Stockman, or by email to ir.be@wereldhave.com.

Shareholders are requested to follow the instructions on the proxy form in order to be legally represented at the Meeting. Shareholders who wish to be represented must comply with the aforementioned registration and confirmation procedure.

Right to ask questions

Shareholders who have completed the formalities for voting at the Meeting are entitled to ask the Board of Directors and/or the Company's auditor questions concerning the items on the agenda.

In accordance with section 7:139 of the Belgian Companies and Associations Code, shareholders have the right to submit their questions in writing to the Board of Directors and/or the Company's auditor prior to the Meeting. The Company must receive these questions no later than the sixth day before the date of the meeting, i.e. on Thursday 2 April 2026, either by letter (Medialaan 30/6, 1800 Vilvoorde) for the attention of Mr Laurent Trenson and Mr Benoit Stockman, or by e-mail (ir.be@wereldhave.com).

For more information about the right to ask questions and how to exercise it, please refer to the Company's website (https://www.wereldhavebelgium.com/en/).

Available documents

All documents relating to the Meeting that must be made available to shareholders by law can be consulted from 6 March 2026 on the Company's website (https://www.wereldhavebelgium.com/en/investors/reports-publications and https://www.wereldhavebelgium.com/en/investors/shareholder-meetings/general-meetings). In accordance with section 7:129 of the Belgian Companies and Associations Code, shareholders may consult these documents on working days and during normal office hours at the Company's registered office (Medialaan 30, bus 6, 1800 Vilvoorde) and/or obtain a free copy thereof from that date. Requests for a free copy may also be sent in writing or electronically to the attention of Mr Laurent Trenson (Medialaan 30, bus 6, 1800 Vilvoorde) or by e-mail to ir.be@wereldhave.com), stating the document or documents of which the shareholder wishes to receive a copy, as well as the postal address to which the document or documents should be sent.

The Board of Directors