• 23/05/2017: Occasional press release : results of the extraordinary and special shareholders' meeting of 22 May 2017

Occasional press release - regulated information

Ternat, 23 May 2017

R esu l ts o f th e ex t rao r di na ry a nd s pec i al sh a rehol de rs' meeti n gs o f 22 Ma y 20 1 7

A first extraordinary shareholders' meeting was convened on 4 April 2017. Since the required quorum was not achieved for an amendment of the articles of association, a new extraordinary shareholders' meeting was held on 22 May 2017 with the same agenda, as well as a special shareholders' meeting.

The extraordinary shareholders' meeting was able to validly deliberate and resolved to hold the annual shareholders' meeting of Retail Estates nv on the second to the last Monday of July at ten am. Article 21 of the articles of association was amended in this sense. In addition, the extraordinary shareholders' meeting decided to increase the number of colleagues that a director may represent at a meeting of the board of directors from two to three. Article 12 of the articles of association was amended in this sense.

The special shareholders' meeting was able to validly deliberate and resolved to approve the annual accounts and grant release from liability to the directors and statutory auditor of the company PanEuropean Retail Properties nv, for the financial year ended 1 July 2016. In addition, the annual accounts were approved and release from liability was granted to the directors and the statutory auditor of the company Vlaamse Leasing Maatschappij nv, for the financial year ended 1 July 2016. Finally, a special power of attorney was granted, on the one hand, to Mr. Jan De Nys or Ms. Kara De Smet, acting alone, as well as to their employees, appointees and authorised representatives, in order to fulfil the formalities at a business one-stop shop with a view to amending the registration of the company in the Crossroads Bank of Enterprises and, where

Occasional press release - regulated information

Ternat, 23 May 2017

applicable, with the Value Added Tax Administration, and, on the other hand, to each of the members of the board of directors to take all actions that are necessary or useful for the implementation of the decisions taken.

ABOUT RETAIL ESTATES NV

Retail Estates nv is a public regulated real estate company and more specifically a niche company that specialises in investing in out-of-town retail properties which are located on the periphery of residential areas or along main access roads into urban centres. Retail Estates nv buys these properties from third parties or builds and markets retail buildings for its own account. The buildings have useful areas ranging between 500m² and 3,000m². A typical retail building has an average area of 1,000m².

On 31 March 2017, Retail Estates nv has 668 properties in its portfolio with a lettable surface of 748,136m². The occupancy rate of these buildings, expressed in leased m², amounts to 98.13%.

The fair value of the consolidated real estate portfolio of Retail Estates nv at 31 March 2017 is estimated by independent real estate experts at EUR 1,071.36 million.

Retail Estates nv is listed on Euronext Brussels and is registered as a public regulated real estate company. On 31 March 2017, the stock market capitalisation of its shares amounts to EUR 692.73 million.

Ternat, 23 May 2017

Jan De Nys, managing director of Retail Estates nv For more information, please contact:

Retail Estates nv, Jan De Nys - CEO, tel. 02/568 10 20 - 0475/27 84 12 Retail Estates nv, Kara De Smet - CFO, tel. 02/568 10 20 - 0496/57 83 58

Retail Estates nv, Paul Borghgraef - Chairman, tel. 02/568 10 20 - 0475/42 98 03