Montea : Articles of Association

"MONTEA"

Public limited liability company

Public regulated real estate company under Belgian law

Registered office: B-9320 Erembodegem, Industrielaan, 27

VAT BE 0417.186.211 RLE Ghent, Dendermonde division

List of the publication dates, drawn up in accordance with article 2:8, §1 of the

Companies and Associations Code.

DEED OF INCORPORATION:

• The Company was established by deed executed before Mr Eric Loncin, notary at Puurs, on 26th February 1977, published in the Annexes to the Belgian Official Gazette on the following 16th March, under number 836-1.

AMENDING ACTS:

• minutes drawn up by notary François De Clippel, in Dendermonde, on 1st October 2006, regarding a.o. the amendment of the object, the conversion of the company into a limited partnership with share capital and containing a.o. conditional mergers with various companies and capital increases by contributions in kind, published in the Annexes to the Belgian Official Gazette of 24th October 2006 under numbers 20061024/0162795-0162796-0162797-0162798-0162799-0162800-0162801-
  0162802-0162803, which deeds were confirmed by deed on the following 6th December, under number 20061206-0182828.
• minutes drawn by notary François De Clippel, in Dendermonde, on 19th December 2007, an extract of which was published in the Annexes to the Belgian Official Gazette on 18th January 2008, under number 08011153.
• minutes drawn up by notary Vincent Vroninks, associated notary in Elsene, on 25th March 2008, regarding to the capital increase due to the partial demerger of the company "Unilever Belgium", an extract of which was published in the Annexes to the Belgian Official Gazette on the following 9th April, under number 08052478.
• minutes drawn up by notary Nicolas Moyersoen, notary in Aalst, deputising for his colleague notary Vincent Vroninks, notary in Elsene, prevented territorially from acting, on the 17th November 2008, containing amendments to the articles of association, of which an extract was published in the Annexes to the Belgian Official Gazette on the following 11th December, under number 08191881.
• minutes drawn up by notary Nicolas Moyersoen, notary public in Aalst, deputising for his colleague notary Vincent Vroninks, notary public in Elsene, prevented territorially from achting, on 31st December 2009, containing amendments to the articles of association, an extract of which was published in the Annexes to the Belgian Official Gazette on the following 27th January, under number 10014627.

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• minutes drawn up by notary Vincent Vroninks, aforementioned on 2nd July 2010, regarding capital increase and amendment of article 6 of the articles of association, an extract of which was published in the Annexes to the Belgian Official Gazette on the following 15th July, under number 10105283.
• minutes drawn up by notary Nicolas Moyersoen, aforementioned, deputising for his colleague notary, Vincent Vroninks, associated notary in Elsene, prevented territorially from acting, on 17th May 2011, regarding amendments to the articles of association, an extract of which was published in the Annexes of the Belgian Official Gazette on the following 22nd June, under number 11092467.
• minutes drawn up by notary Vincent Vroninks, associated notary in Elsene, on 20th December 2012, regarding amendments to the articles of association, an extract of which was published in the Annexes of the Belgian Official Gazette on 24th January 2013, under number 13014427.
• minutes drawn up by notary Vincent Vroninks, associated notary in Elsene, on 20th June 2013, regarding the capital increase within the framework of the authorised capital by way of a contribution in kind in the context of an optional dividend - amendment to the articles of association, an extract of which was published in the Annexes to the Belgian Official Gazette on the following 3rd July, under number 0101481.
• minutes drawn up by notary Vincent Vroninks, associated notary in Elsene, on 19th December 2013, regarding the capital increase within the framework of the authorised capital by way of a contribution in kind - amendment to the articles of association on the following 6th January in the Annexes of the Belgian Official Gazette, under number 14006289.
• minutes drawn up by notary Vincent Vroninks, associated notary in Elsene, on 24th of June 2014, regarding the capital increase within the framework of the authorised capital - amendment to the articles of association on the following 31st July in the Annexes of the Belgian Official Gazette, under number 14147364.
• minutes drawn up by notary Stijn Raes, associated notary in Ghent, deputising for his colleague notary, aforementioned, prevented territorially from acting, on 30th September 2014, regarding among other things, authorisation within the framework of authorised capital - amendment to the articles of association - change of purpose, an extract of which was published in the Annexes to the Belgian Official Gazette o the following 21st October, under number 2014.10.21-0192550.
• minutes drawn up by the notary Vincent Vroninks, associate notary in Elsene, on 3rd June 2015, regarding the capital increase within the framework of the authorised capital - amendment to the articles of association, an extract of which was published in the Annexes to the Belgian Official Gazette on the following 10th August, under number 15115281.
• deed executed by Vincent Vroninks, aforementioned, on 12th June 2015, regarding the capital increase within the framework of the authorised capital - amendment to the articles of association, an extract of which was published in the Annexes to the Belgian Official Gazette on the following 10th August, under number 15115282.
• minutes drawn up by the notary Vincent Vroninks, aforementioned, on 23rd March 2016, regarding the capital increase within the framework of the authorised capital - amendment to the articles of association - correction, an extract of which was

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published in the Annexes to the Belgian Official Gazette on 18th April 2016, under number 16053565.

• deed executed by Vincent Vroninks, associate notary in Elsene, on 10th June 2016, regarding the capital increase within the framework of the authorised capital by way of a contribution in kind in the context of an optional dividend - amendment to the articles of association, an extract of which was published in the Annexes to the Belgian Official Gazette on the following 12th July, under number 16096730.
• minutes drawn up by the notary Stijn Raes, associate notary in Ghent, deputising for his colleague, notary Vincent Vroninks, aforementioned, prevented territorially from acting, on 23rd June 2016, regarding the reappointment of the statutory business manager - amendment to the articles of association, an extract of which was published in the Annexes to the Belgian Official Gazette on the following 18th July, under number 16100125.
• minutes executed by Vincent Vroninks, associate notary in Elsene, on 26th September 2017, regarding the capital increase within the framework of the authorised capital - amendment to the articles of association, an extract of which was published in the Annexes to the Belgian Official Gazette on the following 13th October, under number 17145129.
• deed executed by Vincent Vroninks, associate notary in Elsene, on 5th April 2018, regarding the capital increase within the framework of the authorised capital - amendment to the articles of association, an extract of which was published in the Annexes to the Belgian Official Gazette on the following 20th April, under number 18311993.
• minutes drawn up by Mr Stijn Raes, notary in Ghent, deputising for his colleague, Mr Vincent VRONINKS, associate notary in Elsene, on 15th May 2018, regarding the authorisation of the authorised capital - authorisation for the purchase of own shares - amendments to the articles of association - change of purpose, an extract of which was published in the Annexes to the Belgian Official Gazette on the following 5th June, under number 18087128.
• deed executed by the notary Vincent Vroninks, associate notary in Elsene, on 7th June 2018, regarding the capital increase within the framework of the authorised capital by way of a contribution in kind in the context of an optional dividend - amendment to the articles of association, an extract of which was published in the Annexes to the Belgian Official Gazette on the following 22nd June, under number 18318458.
• deed executed by Mr Stijn Raes, notary in Ghent, deputising for his colleague, Mr Vincent VRONINKS, associate notary in Elsene, prevented territorially from acting, on 21st September 2018, regarding the capital increase within the framework of the authorised capital - amendment to the articles of association, an extract of which was published in the Annexes to the Belgian Official Gazette on the following 27th September, under number 18329617.
• deed executed by Mr Benoit Ricker, associate notary in Elsene, on 5th March 2019, regarding the capital increase within the framework of the authorised capital - amendment to the articles of association, an extract of which was published in the Annexes to the Belgian Official Gazette on the following 25th March, under number 19311964.

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• minutes drawn up by Mr Stijn Raes, notary in Ghent, deputising for his colleague, Mr Vincent Vroninks, associate notary in Elsene, prevented territorially from acting, on 21st May 2019, regarding the merger by acquisition of "Bornem Vastgoed" NV - capital increase, amendment to the articles of association.
• deed executed by Mr Vincent Vroninks, associate notary in Elsene, on 12th June 2019, regarding the capital increase within the framework of the authorised capital by way of a contribution in kind in the context of an optional dividend, published in the Annexes to the Belgian Official Gazette on the following 25th June, under number 19322797.
• rectifying deed executed by Mr Vincent Vroninks, aforementioned, on 23rd December 2019, regarding the rectification of the deed of 12th June 2019 and consequently amendment of article 7 the articles of association, an extract of which was published in the Annexes to the Belgian Official Gazette on the following 6th February, under number 20020964.
• deed executed by Mr Vincent Vroninks, associate notary in Elsene, on 11th June 2020, regarding the capital increase within the framework of the authorised capital by way of a contribution in kind in the context of an optional dividend - amendment to the articles of association, an extract of which was published in the Annexes to the Belgian Official Gazette on the following 30th July, under number 0087625.
• minutes drawn up by Mr Stijn Raes, notary in Ghent, deputising for his colleague, Mr Vincent Vroninks, associate notary in Elsene, prevented territorially from acting, on 9th November 2020, converting the company into a public limited company, adopting articles of association amended in accordance with the Companies and Associations Code - confirmation of appointment of the sole statutory manager - change of purpose - authorisation regarding authorised capital - authorisation for the purchase of own shares, published in the Annexes to the Belgian Official Gazette on the following 17th November, under number 0355124.
• minutes drawn up by Mr Stijn Raes, notary in Ghent, deputising for his colleague, Mr Vincent Vroninks, associate notary in Elsene, prevented territorially from acting, on 18th May 2021, authorisation regarding authorised capital - authorisation for the purchase and disposal of own shares.
• deed drawn up by Ms Valérie Weyts, associate notary in Elsene, on 10th June 2021, regarding the capital increase within the framework of the authorised capital by way of a contribution in kind in the context of an optional dividend - amendment to the articles of association - delegation of powers.
• deed drawn up by Mr Bernard Sacré, associate notary in Elsene, on 9th June 2022, regarding the capital increase within the framework of the authorised capital by way of a contribution in kind in the context of an optional dividend - amendment to the articles of association - delegation of powers.

This list has been closed following the drafting of a coordinated text of the articles of association following the deed of confirmation drawn up by the notary Bernard Sacré, aforementioned, on 9th June 2022.

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ARTICLES OF ASSOCIATION

PART I - NATURE OF THE COMPANY

Article 1 - Form and name

1. The company has the form of a public limited company ("naamloze vennootschap"), with the name: Montea".
2. The Company is a public regulated real estate company ("openbare gereglementeerde vastgoedvennootschap") (abbreviated "public GVV") in the meaning of the Act of 12th May 2014 regarding regulated real estate companies, as amended from time to time (referred to hereinafter as the "RREC Act"), whose shares are admitted to trading on a regulated market and which raises its financial resources in Belgium or abroad by means of a public offer of shares.
   The Company name will be preceded or followed by the words "public regulated real estate company under Belgian law" or "Public RREC under Belgian law" and all documents emanating from the Company will bear the same statement.
   The Company is subject to the RREC Act and to the Royal Decree of 13th July 2014 regarding regulated real estate companies, as amended from time to time (referred to hereinafter as the "RREC Royal Decree") (this Act and this Royal Decree are referred to jointly hereinafter as "the RREC legislation").

Article 2 - Registered office, e-mail address and website

The registered office is situated in the Flemish Region.

The governing body is authorised to relocate the Company's registered office within Belgium, on condition that said relocation, in accordance with the applicable language legislation, does not require an amendment to the language of the articles of association. Such decision does not require an amendment to the articles of association unless the Company's registered office is being relocated to a different Region. In this latter case, the administrative body is authorised to decide on the amendment to the articles of association.

If the language of the articles of association has to be changed as the result of the relocation of the registered office, only the general meeting may take this decision in accordance with the requirements laid down for an amendment to the articles of association.

The Company may, by simple decision taken by the governing body, establish administrative offices, subsidiaries or branches, both in Belgium and abroad.

The Company's e-mail address is: [e-mail].

The Company's website is: www.montea.com

The administrative body may change the Company's e-mail address and website in accordance with the Companies and Associations Code.

Article 3 - Object

3.1 The Company has as its exclusive object:

1. to make real estate property available to users, directly or via a company in which it owns a holding, in accordance with the provisions of the RREC Act and the resolutions and regulations adopted pursuant thereto; and
2. within the boundaries of the RREC legislation, to own property within the meaning of the RREC legislation.
   If the RREC legislation would change in the future and designate other types of assets as real estate within the meaning of the RREC legislation, the Company

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