Leasinvest Real Estate SCA

Extraordinary general meeting of 19 July 2021 - Seite 2

    iii.        the contribution in kind into the capital of the Company of the shares in Extensa Group NV/SA, which is also a 100% subsidiary of AvH and a sister company of the Manager and of the Company (the "Extensa Contribution" and, together with the LREM Contribution, the "Contributions").

The aggregate contribution value of the Contributions amounts to 293,433,036 euros (of which the LREM Contribution amounts to 3,300,000 euros and the Extensa Contribution to 290,133,036 euros, as set out in the reports of the Manager regarding the LREM Contribution and the Extensa Contribution, respectively). The Contributions will be made on the date of the extraordinary general meeting, provided that the conditions precedent to which they are subject have been fulfilled (in particular if the items on the agenda relating thereto have been approved). Following the Contributions, a total of 4,075,458 new shares in the Company will be issued to AvH at an issue price of 72 euros per share. The total number of shares in the Company after the Contributions will amount to 10,002,102.

Since AvH controls the Company within the meaning of the old Companies Code ("CC") and is a related party within the meaning of the international accounting standards which have been approved in accordance with Regulation (EC) 1606/2002, the conflict of interest procedure of Article 657 juncto 524 CC and Article 7:97 of the Code of Companies and Associations (“CCA”)² is applied to the LREM Contribution and the Extensa Contribution for governance reasons.³ 

The committee of independent directors, consisting of the 5 independent members of the board of directors of the Manager (the "Committee"), assisted by an independent expert, Degroof Petercam Corporate Finance NV/SA, has assessed (the proposals for) the LREM Contribution and the Extensa Contribution, in accordance with Article 657 juncto 524 CC and Article 7:97 CCA. The opinion of the Committee of 14 June 2021 will be submitted to the extraordinary general meeting of 19 July 2021.

The board of directors of the Manager decided on 14 June 2021 to submit the aforementioned transactions to the extraordinary general meeting. The de facto representatives of AvH in the board of directors of the Manager, Mr Jan Suykens and Mr Piet Dejonghe, are "involved" in the Contributions in the sense of Article 7:97, §4, second paragraph CCA, and thus did not participate in the deliberation and the vote of the board of directors of the Manager on the proposals for the LREM Contribution and the Extensa Contribution.