Icade : Outcome of the Combined General Meeting held on April 21, 2023

PRESS RELEASE

Paris, April 21, 2023, 6 p.m.

OUTCOME OF THE COMBINED GENERAL MEETING

HELD ON APRIL 21, 2023

1. OUTCOME OF THE COMBINED GENERAL MEETING HELD ON APRIL 21, 2023 AND RESULTS OF VOTING OF THE RESOLUTIONS

Icade's Combined General Meeting (hereinafter the "General Meeting") was held this Friday, April 21, 2023 at the registered office of the Company, Immeuble Open, 27 rue Camille Desmoulins, 92130 Issy-les-Moulineaux, France.

Notices of meeting and invitations to attend were published and invitations to attend were sent in accordance with applicable regulations. All the documents relating to this General Meeting are available on the Company's website at https://www.icade.fr/en/finance/shareholders/general-shareholders-meeting.

The General Meeting was chaired by Mr Frédéric Thomas, Chairman of the Board of Directors.

Caisse des Dépôts et Consignations, represented by Mr Alexandre Thorel, and Crédit Agricole Assurances, represented by Mr Emmanuel Chabas, were appointed as scrutineers from among the shareholders with the largest number of voting rights.

Mr Jérôme Lucchini was appointed as the General Meeting's Secretary. The quorum was established as follows:

• 66,457,953 voting shares, i.e. a quorum of 87.71 % for the Ordinary General Meeting,
• 66,460,660 voting shares, i.e. a quorum of 87.71 % for the Extraordinary General Meeting.

All the resolutions proposed at the General Meeting were approved by a very large majority. Detailed voting results for each resolution are shown in the appendix to this press release. In particular, the General Meeting:

• Approved the separate and consolidated financial statements for the financial year ended December 31, 2022;
• Approved the distribution of a gross cash dividend of €4.33 per share for the financial year 2022. In accordance with the decision made by the Board of Directors on February 17, 2022, a gross interim dividend of €2.16 per share was paid on March 2, 2023, with shares having gone ex-dividend on February 28, 2023, and the remaining balance will be paid in the form of a gross final dividend of €2.17 per share on July 6, 2023, with shares going ex-dividend on July 4, 2023;
• Approved the new regulated related party agreements mentioned in the Statutory Auditors' special report;
• Reappointed Caisse des Dépôts et Consignations, Mr Emmanuel Chabas, Mr Gonzague de Pirey and Mr Antoine Saintoyant as directors;
• Approved the remuneration policies for directors, the Chairman of the Board of Directors and the Chief Executive Officer;
• Approved the elements of remuneration for the Chairman of the Board of Directors and the Chief Executive Officer for the 2022 and 2023 financial years;
• Issued a favourable opinion on the Company's goals and progress with respect to climate transition and biodiversity preservation;
• Renewed the financial authorisations and delegations to be given to the Board of Directors.

2. CHANGES IN GOVERNANCE FOLLOWING THE BOARD OF DIRECTORS MEETING HELD ON APRIL 21, 2023

After this General Meeting, the Board of Directors of the Company met on April 21, 2023 and made the following decisions:

• The appointment of Mr Nicolas Joly as Chief Executive Officer of Icade for a period of four years, i.e. until the General Meeting to be held in 2027;
• The appointment of Mr Emmanuel Chabas as a member of Icade's Strategy and Investment Committee.

The composition of the Board of Directors is unchanged with 15 directors, including 5 independent directors. The composition and chairmanship of the four committees of the Board of Directors remain unchanged, except for the appointment of Mr Emmanuel Chabas as a member of Icade's Strategy and Investment Committee.

The composition of the Board of Directors and its committees is detailed in the appendix.

The General Meeting presentation is available on the Company's website at: https://www.icade.fr/en/finance/shareholders/general-shareholders-meeting.

3. SAY ON CLIMATE AND BIODIVERSITY

Since 2010, Icade has been strongly committed to fighting climate change and reducing the carbon footprint of its assets. At the end of 2022, it announced that the SBTi had approved its +1.5°C pathway.

As a result, Icade now has:

• Higher goals for its three business lines and Corporate covering scope 1, 2 and 3 emissions in line with a +1.5°C pathway;
• An objective to achieve net-zero carbon emissions by 2050;
• A €100m investment plan for 2022-2026 for the Office Property Investment Division to help achieve these goals.

Icade has also maintained its ambitious strategy to preserve biodiversity which led to concrete results in 2022 and new strong commitments:

• Rewilding 100% of the Property Development Division's new builds and the Office Property Investment Division's business parks by 2030;
• Implementing solutions to support biodiversity in 90% of the Office Property Investment Division's buildings;
• Voluntarily contributing to the restoration or conservation of ecosystems through carefully selected projects.

All of these items were included in the "Say on Climate and Biodiversity" resolution approved by 98.33 % of the shareholders at today's General Meeting.

The Biodiversity report and the Climate section of the CSR Chapter of the Universal Registration Document are available on Icade's website.

ABOUT ICADE

DESIRABLE PLACES TO LIVE

As an office and healthcare property investment company (portfolio worth €15.1bn on a full consolidation basis as of 12/31/2022) and a developer of homes, offices and public amenities (2022 economic revenue of €1.3bn), Icade designs, builds, manages and invests in cities, neighbourhoods and buildings that are innovative, diverse, inclusive and connected, with a reduced carbon footprint. Desirable places to live and work. In collaboration with its stakeholders, Icade has made low carbon a strategic priority in order to reinvent real estate and create cities that are healthier, happier and more hospitable. Icade is a key player in Greater Paris and major French cities. It is listed as a "SIIC" on Euronext Paris and its leading shareholder is the Caisse des Dépôts group.

The text of this press release is available on the Icade website: www.icade.fr/en

CONTACTS

Anne-Sophie Lanaute		Charlotte Pajaud-Blanchard		Marylou Ravix
Head of Financial Communication and
Investor Relations		Press Relations Manager		External communication officer
[phone]	[phone]	[phone]
[e-mail]		[e-mail]		[e-mail]

APPENDIX - VOTING RESULTS FOR EACH RESOLUTION

ICADE

Combined General Meeting , Friday 21 April 2023

VOTE RESULTS

						CAPITAL SHARES:	76 234 545
					Valid for majority		Votes not valid	Presents & Represented	% of shares	Excluded	State of
						for majority
	Resolution	Type	Vote Time
	For	%	Against	%	(Abstain+Invali	Shares	Votes	capital	voting rights	adoption
				d+Not voted)
1	Approval of the separate financial statements for the	Ordinary	21/04/2023	66 380 451	99,95%	34 481	0,05%	43 021	66 457 953	66 457 953	87,18%	0	Carried
year ended December 31, 2022 - Approval of non-tax
10:52:20
	deductible expenses and charges
2	Approval of the consolidated financial statements for	Ordinary	21/04/2023	66 380 435	99,95%	34 521	0,05%	42 997	66 457 953	66 457 953	87,18%	0	Carried
the year ended December 31, 2022	10:52:55
3	Appropriation of profits for the financial year and	Ordinary	21/04/2023	66 176 933	99,58%	277 141	0,42%	3 879	66 457 953	66 457 953	87,18%	0	Carried
determination of the dividend amount	10:53:25
4	Statutory Auditors' special report on regulated	Ordinary	21/04/2023	33 989 549	94,55%	1 958 800	5,45%	624 533	66 457 953	36 572 882	87,18%	29 885 071	Carried
related party agreements and approval of the new
10:53:59
	agreements mentioned therein
5	Reappointment of Caisse des Dépôts et	Ordinary	21/04/2023	54 648 777	82,24%	11 800 786	17,76%	8 390	66 457 953	66 457 953	87,18%	0	Carried
Consignations as director	10:54:29
6	Reappointment of Mr Emmanuel Chabas as director	Ordinary	21/04/2023	51 017 307	76,78%	15 429 731	23,22%	10 915	66 457 953	66 457 953	87,18%	0	Carried
10:55:00
7	Reappointment of Mr Gonzague de Pirey as director	Ordinary	21/04/2023	66 086 067	99,53%	314 516	0,47%	57 370	66 457 953	66 457 953	87,18%	0	Carried
10:55:31
8	Reappointment of Mr Antoine Saintoyant as director	Ordinary	21/04/2023	50 907 887	76,61%	15 539 136	23,39%	10 930	66 457 953	66 457 953	87,18%	0	Carried
10:56:00
9	Approval of the remuneration policy for the	Ordinary	21/04/2023	66 369 057	99,96%	29 668	0,04%	59 228	66 457 953	66 457 953	87,18%	0	Carried
members of the Board of Directors	10:56:31
10	Approval of the remuneration policy for the	Ordinary	21/04/2023	66 111 607	99,95%	33 461	0,05%	312 885	66 457 953	66 457 953	87,18%	0	Carried
Chairman of the Board of Directors	10:57:03
11	Approval of the remuneration policy for the Chief	Ordinary	21/04/2023	60 575 688	91,17%	5 868 593	8,83%	13 672	66 457 953	66 457 953	87,18%	0	Carried
Executive Officer and/or any other corporate officer	10:57:36
12	Approval of the information referred to in section I of	Ordinary	21/04/2023	64 060 919	97,13%	1 889 767	2,87%	507 267	66 457 953	66 457 953	87,18%	0	Carried
Article L. 22-10-9 of the French Commercial Code	10:58:08
	Approval of the fixed, variable and exceptional
13	components of total remuneration and benefits of	Ordinary	21/04/2023	66 362 774	99,95%	34 149	0,05%	61 030	66 457 953	66 457 953	87,18%	0	Carried
any kind paid during the past financial year or
10:58:46
	granted for the same period to Mr Frédéric Thomas,
	Chairman of the Board of Directors
	Approval of the fixed, variable and exceptional
	components of total remuneration and benefits of
14	any kind paid or granted to Mr Olivier Wigniolle in his	Ordinary	21/04/2023	60 811 602	91,52%	5 632 008	8,48%	14 343	66 457 953	66 457 953	87,18%	0	Carried
capacity as Chief Executive Officer from January 1,	10:59:30
	2022 to December 31, 2022 and from January 1, 2023
	to April 21, 2023 (inclusive)

15	Authorisation to be given to the Board of Directors to	Ordinary	21/04/2023	66 125 322	99,57%	288 722	0,43%	43 909	66 457 953	66 457 953	87,18%	0	Carried
have the Company repurchase its own shares under
11:00:08
	Article L. 22-10-62 of the French Commercial Code
16	Say on Climate and Biodiversity	Ordinary	21/04/2023	65 280 471	98,33%	1 108 158	1,67%	69 324	66 457 953	66 457 953	87,18%	0	Carried
11:00:38
17	Authorisation to be given to the Board of Directors to	Extraordinary	21/04/2023	66 041 905	99,38%	415 045	0,62%	5 710	66 462 660	66 462 660	87,18%	0	Carried
cancel the shares repurchased by the Company under
11:01:12
	Article L. 22-10-62 of the French Commercial Code
	Delegation of authority to be given to the Board of
18	Directors to increase the share capital by	Extraordinary	21/04/2023	65 747 752	98,93%	709 768	1,07%	5 140	66 462 660	66 462 660	87,18%	0	Carried
capitalisation of reserves, profits and/or share	11:01:44
	premiums
19	Delegation of authority to be given to the Board of	Extraordinary	21/04/2023	64 795 857	97,50%	1 662 138	2,50%	4 665	66 462 660	66 462 660	87,18%	0	Carried
Directors to issue ordinary shares with pre-emptive
11:02:15
	rights for existing shareholders
20	Authorisation to be given to the Board of Directors to	Extraordinary	21/04/2023	65 871 891	99,12%	585 762	0,88%	5 007	66 462 660	66 462 660	87,18%	0	Carried
	increase the number of new shares being issued		11:02:45
	Delegation of authority to be given to the Board of
	Directors to increase the share capital by issuing
21	ordinary shares and/or securities entitling their	Extraordinary	21/04/2023	65 433 078	98,46%	1 024 359	1,54%	5 223	66 462 660	66 462 660	87,18%	0	Carried
holders to shares in the Company, without pre-
11:03:32
	emptive rights, to members of a company savings
	plan pursuant to Articles L. 3332-18 et seq. of the
	French Labour Code
22	Powers to complete formalities	Extraordinary	21/04/2023	66 452 474	>99,99%	5 545	<0,01%	4 641	66 462 660	66 462 660	87,18%	0	Carried
11:04:01