Warehouses De Pauw : Minutes General Meeting 26 April 2023

Warehouses De Pauw

Public limited company

Public regulated real estate company under Belgian law

Blakebergen 15, 1861 Wolvertem

Enterprise number: 0417.199.869

RLE Brussels, Dutch section

the Company

This is an unofficial translation of a Dutch original. Only the Dutch version is

legally binding.

www.wdp.eu

Minutes of the Annual General Meeting

held at the company's registered office on 26 April 2023

Composition of the meeting

Are present in the offices of the Company:
• Rik Vandenberghe, chairman of the Board of Directors of WDP
•	Joost Uwents, director
• Tony De Pauw, director
• Johanna Vermeeren, General Counsel	2
•	The auditor, Deloitte Bedrijfsrevisoren, represented by Rik Neckebroeck

The following directors are excused:

• Cynthia Van Hulle
• Anne Leclercq
• Jürgen Ingels

Are present and/or represented, the shareholders as listed on the attendance list attached hereto.

Composition of the office

In accordance with the articles of association, the meeting is chaired by the chairman of the Board of Directors, Rik Vandenberghe.

The meeting opened at 10 a.m. and the office was chaired by Rik Vandenberghe, aforementioned, who appointed Johanna Vermeeren, aforementioned, as secretary and vote-counter.

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Presentation by the chairman

The chairman noted that this meeting was validly convened.

Evidence of the notice to the press is presented:

• De Standaard of Monday 27 March 2023
• the Belgian Official Gazette of Monday 27 March 2023
• the agenda was also published on the website of WDP on 27 March 2023, and a press release was issued on the same date, announcing the convocation of the Annual General Meeting.

The holders of registered shares, the directors and the auditors were invited by letter and/or e-mail 30 days
before this meeting.
No requests were submitted by the shareholders who alone or together hold 3% of the Company's capital to
add additional items to the agenda of the general meeting or to submit proposals for resolutions.
There are currently 203,980,363 shares without par value, all fully paid up. Each share is entitled to 1 vote. As	3
of today, the Company does not hold any of its own shares, so the number of shares entitled to vote is
203,980,363.
After verification by the secretary and vote-counter of the votes validly received by proxy or by letter, as well
as of the shareholders present - in each case as reflected in the attendance list - the chairman establishes
that voting will take place with 141,267,638 votes.

Listing of agenda items

The chairman explained that present meeting was convened to decide on the following agenda:

1. Acknowledgement of the reports from the Board of Directors concerning the statutory and consolidated financial statements of the Company as at 31 December 2022.
2. Acknowledgement of the reports from the statutory auditor concerning the financial statements referred to under item 1.
3. Acknowledgement of the decision of the Board of Directors regarding the payment of an optional dividend.
4. Approval of the statutory financial statements of the Company closed on 31 December 2022 and the appropriation of the result.

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Proposed resolution: The General Meeting approves the statutory financial statements of the Company as at 31 December 2022, including the appropriation of the result.

1. Granting discharge to the directors of the Company for the mandate fulfilled by them.
   Proposed resolution: By a separate vote, the General Meeting grants discharge to the directors of the Company for mandates fulfilled by them during the financial year 2022.
2. Granting discharge to the statutory auditor of the Company.
   Proposed resolution: The General Meeting grants discharge to the statutory auditor for the fulfilment of his mandate during the financial year 2022.
3. Approval of the remuneration report, which forms a specific part of the corporate governance statement in the annual report of the Company.
   Proposed resolution: The General Meeting approves the remuneration report, which forms a specific part of the corporate governance statement in the annual report.
4. Renewal of the mandate of Rik Vandenberghe as non-executive and independent director. Proposed resolution: The General Meeting approves the proposal to renew the mandate of Mr. Rik Vandenberghe as non-executiveand independent director for a period of four years and thus until the annual General Meeting in 2027. The Board of Directors confirms that, based on the information available to the Company, Mr. Rik Vandenberghe qualifies as an independent director under the independence criteria of article 7:87, §1 of the CCA, of the Belgian Corporate Governance Code 2020 and of Article 13 of the GVV/SIR Act.
5. Renewal of the mandate of Tony De Pauw as executive director.
   Proposed resolution: The General Meeting approves the proposal to renew the mandate of Mr. Tony De Pauw as executive director for a period of four years and thus until the annual General Meeting in 2027. Mr. Tony De Pauw is nominated in application of the binding nomination right under article 15 of the Company's Articles of Association by the current reference shareholder of the Company, the partnership RTKA. The partnership RTKA, which individually and directly holds more than 20% of the shares in the Company, has indicated that for the time being it will not exercise its right for a second director to be appointed on its binding nomination.

10.Reappointment of Deloitte Bedrijfsrevisoren BV as auditor of the Company and approval of the remuneration for the mandate as auditor.

Proposed resolution: On the proposal of the Audit Committee, the General Meeting approves the reappointment of Deloitte Bedrijfsrevisoren BV (located at Gateway Building, Brussels National Airport 1J, 1930 Zaventem) as statutory auditor of the Company for a period of 3 years, with immediate effect. In accordance with article 41 of EU Regulation No 537/2014, as transposed into Belgian law, the mandate will reach the statutory maximum term at the Annual General Meeting

Minutes of General Meeting - 26 April 2023

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of 2025 and be terminated at that time. Deloitte Bedrijfsrevisoren BV will be represented in this position by Kathleen De Brabander. Deloitte Bedrijfsrevisoren BV will receive for this position an annual remuneration in the amount of EUR 108,321 (excluding VAT and expenses IBR). The remuneration is adjusted annually in line with the consumer price index.

11.Approval of the remuneration of the non-executive directors, with the exception of the chairman of the Board of Directors.

Proposed resolution: The General Meeting approves the increase of the annual fixed remuneration for the non-executive directors, with the exception of the chairman of the Board of Directors, from EUR 50,000 to EUR 55,000 (including reimbursement of expenses).

12.Approval of the remuneration of the chairman of the Board of Directors.

Proposed resolution: The General Meeting approves the increase of the annual fixed remuneration of the chairman of the Board of Directors, from EUR 100,000 to EUR 110,000 (including reimbursement of expenses).

13.Approval, pursuant to article 7:151 of the Code of companies and associations, of clauses granting rights to third parties in connection with a change of control.

13.1. Proposed resolution: Approval, pursuant to article 7:151 of the Code of companies and 5 associations, of all clauses regarding a change of control of the following credit agreements in

which the Company, at the request of the relevant credit institution, must immediately repay the relevant credit, possibly increased by accrued interest and all other amounts acquired or outstanding under the relevant credit agreement:

• Credit agreement of 25 October 2022 between the Company and European Bank for Reconstruction and Development (EBRD) for a total amount of EUR 150 million;
• Credit agreement of 1 August 2022 between the Company and Intesa SanPaolo for a total amount of EUR 60 million;
• Credit agreement of 25 November 2022 between the Company and a syndicate of international banks for a total amount of EUR 440 million;
• Credit Agreement of 31 March 2022 between the Company and Metlife for a total amount of EUR 100 million;
• Credit agreement of 18 May 2022 between the Company and a number of international investors through a US private placement for a total amount of EUR 500 million;
• Credit agreements of 24 February 2022 between the Company and ING for a total amount of EUR 130 million;
• Credit agreement of 27 December 2022 between the Company and KBC for a total amount of EUR 25 million;
• Credit agreement of 24 November 2022 between the Company and BNP Paribas Fortis for a total amount of EUR 85 million;
• Credit agreement of 22 December 2022 between the Company and Triodos Bank for a total amount of EUR 40 million;

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