Retail Estates : 15/10/2021 - Capital increase through contribution in kind

PRESS RELEASE

Regulatory information

Ternat, 15 October 2021 - 8.00 AM CET

C AP I T A L I N C RE A SE T H R OU G H C ON T R IB U T I ON I N K I N D F OR A N AM OU N T O F E U R 3 5 , 8 5 6 , 1 2 5 . 0 0 - 5 6 0 , 6 8 9 N E W SH A R E S I S SU E D

T R A N SP A RE N C Y D E C L A R A T I ON ( AR T IC L E 1 5 OF T H E B E L G I A N AC T O F 2 M AY 2 0 0 7 ON TE D I SC L OS U RE O F S IG N I F IC AN T P AR T IC I P AT I O N S)

A N N OU N C E M E N T OF A T R AN S P A R E N C Y N O T I F IC A T I ON ( A RT I C L E 1 4 , F I RS T P A R AG R AP H O F T H E B E L G I AN AC T O F 2 M AY 2 0 0 7 ON T H E D I SC L OSU R E O F S I G N I F IC AN T P AR T IC IP A T I ON S )

CONTRIBUTION IN KIND - CAPITAL INCREASE

In implementation of the contribution agreement that was signed on 5 October 2021 (see press release dated 6 October 2021), the capital of Retail Estates was increased on 14 October 2021 by decision of the Board of Directors within the framework of the authorised capital by the contribution in kind of the property portfolio of De Vleterbeek NV.

560,689 new shares were issued at an issue price of EUR 63.95 per share. These new shares will participate in the profits of the current financial year that started on 1 April 2021 and that will close on 31 March 2022. The contribution represents a capital increase of EUR 12,615,720.94. The balance of EUR 23,240,340.61 was booked as an issue premium.

The total capital of Retail Estates amounts to EUR 297,600,322.91, represented by 13,226,452 fully paid-up ordinary shares. Admission for trading of the new shares mentioned in this press release on Euronext Brussels and Euronext Amsterdam has been requested.

TRANSPARENCY DECLARATION

In accordance with Article 15 of the Act of 2 May 2007 on the disclosure of major shareholdings in issuers whose shares are admitted to trading on a regulated market (the "Transparency Act"), Retail Estates announces that following the capital increases of 14 October 2021, the total capital of Retail Estates amounts to EUR 297,600,322.91, represented by 13,226,452 fully paid- up ordinary shares. There are no preference shares or shares without voting rights, nor convertible bonds or subscription rights that give a right to shares. Each of these shares grants one voting right at the shareholders' meeting, and thus these shares represent the denominator for the purposes of notifications in the context of the transparency regulations. In addition to the legal thresholds, Article 10 of the articles of association of Retail Estates provides for an additional statutory threshold of 3%, in application of Article 18, §1 of the Transparency Act.

TRANSPARENCY NOTIFICATION

1. SUMMARY OF THE NOTIFICATION

Pursuant to the Transparency Act, Retail Estates announces the receipt on 14 October 2021 of a transparency notification dated 14 October 2021 that shows that Shopinvest NV, with registered office 9250 Waasmunster, Beukenlaan 1 and registered in the Crossroads Bank for Enterprises with company number 0440.907.956, and has crossed above the threshold of 3% of the total voting rights on 14 October 2021.

2. CONTENT OF THE NOTIFICATION

The notification dated 14 October 2021 contains the following information:

Reason for the notification

Acquisition or disposal of voting securities or voting rights

Notification by

A parent company or controlling person

Persons subject to the notification requirement

Name	Address (for legal entities)
Shopinvest NV	Beukenlaan 1, 9250 Waasmunster

Date of threshold crossing

14 October 2021

Threshold that is crossed (in %)

3%

In accordance with Article 10 of the coordinated articles of association of Retail Estates NV, the threshold above which a shareholding must be disclosed in the event of over- or undervaluation has been set at 3% of the total number of existing voting rights.

Denominator

13,226,452

Notified details

A) Voting rights

Previous

After the transaction

notification

# voting rights

# voting rights

% voting rights

Holders of

Attached

Apart from

Attached

Apart from

voting rights

to securities

securities

to securities

securities

Shopinvest NV

24,368

0.18 %

De Vleterbeek

560,689

4.24%

NV

TOTAL

585,057

4.42 %

B) Assimilated

financial

After the transaction

instruments

# voting

rights that

Holders of

Type of

Expiration

Exercise

can be

assimilated

acquired

% voting

financial

date

period or

Settlement

financial

when

rights

instrument

date

instruments

exercising

the

instrument

TOTAL

TOTAL (A & B)

# voting rights

% voting rights

585,057

4.42%

Chain of controlled companies through which the holding is effectively held

Shopinvest NV is a 100% shareholder of De Vleterbeek NV.

Additional information

/

The notification can be consulted on the website of Retail Estates NV via this link: https://www.retailestates.com/en/investors/the-share/shareholding-structure-and-notifications

This press release can be consulted on the website of Retail Estates NV via this link: https://www.retailestates.com/en/press-publications/press-releases

ABOUT RETAIL ESTATES NV

The Belgian public real estate investment trust Retail Estates nv is a niche player specialised in making in out-of- town retail properties located on the periphery of residential areas or along main access roads to urban centres available to users. Real Estates NV acquires these real properties from third parties or builds and commercialises 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 1,000 m².

As of 30 September 2021, Retail Estates nv has 988 premises in its portfolio with a total retail area of 1,176,886m², spread over Belgium and the Netherlands. The occupancy rate of the entire portfolio was 97.61% on 30 September 2021, compared to 97.22% on 30 June 2021.

Retail Estates NV is listed on Euronext Brussels and Euronext Amsterdam and is registered as a public regulated real estate company.

FORWARD-LOOKING STATEMENTS

This press release contains a number of forward-looking statements. Such statements are subject to risks and uncertainties which may lead to actual results being materially different from the results which might be assumed in this press release on the basis of such forward-looking statements. Major factors that may influence these results include changes in the economic situation, commercial, tax-related and environmental factors.

Ternat, 15 October 2021

Jan De Nys, CEO of Retail Estates nv

For more information, please contact:

Retail Estates nv, Jan De Nys - CEO, tel. [phone]

Retail Estates nv, Kara De Smet - CFO, tel. [phone]