Aedifica SA

Share Issue/Capital Change • Jun 24, 2022

PRESS RELEASE Regulated information – Inside information

24 June 2022 Under embargo until 07:55 am CET

AEDIFICA

Public limited liability company Public regulated real estate company under Belgian law Office: Rue Belliard 40 (box 11), 1040 Brussels Enterprise number: 0877.248.501 (RLE Brussels, French division) (the 'Company')

Successful private placement by way of an accelerated bookbuilding of 2,925,000 New Shares with international institutional investors at an issue price of EUR 87 per share, resulting in EUR 254,475,000 gross proceeds

• - Aedifica (the "Company") successfully completed a capital increase in cash, within the authorised capital, through the issuance of 2,925,000 new shares (the "New Shares") placed via an exempt private placement by way of an accelerated bookbuilding with international institutional investors (the "Offering"), with cancellation of the preferential subscription right of, and without allocation of an irreducible allocation right to, existing shareholders.
• - 2,925,000 New Shares, corresponding to 8.0% of the outstanding capital prior to the capital increase, were placed at EUR 87 per New Share. The issue price represents a discount of 5.32% compared to the price of the Aedifica share immediately prior to suspension of trading on 23 June 2022¹ (EUR 91.89 per share) (after reduction by the estimated value of coupon no. 30, see further), and a premium of 8.71% compared to the last reported net asset value² . The Offering raised gross proceeds of EUR 254,475,000.
• - The Company will use the net proceeds of the Offering to:
• 1. finance execution of the committed investment program³ ;
• 1. strengthen the balance sheet in order to pursue the Company's growth strategy through new developments and acquisitions in the European healthcare real estate market while maintaining a solid debt-to-asset ratio.

³ As mentioned in the Q1 results press release published on 11 May 2022 and subsequent press releases.

¹ See press release of 23 June 2022 announcing the transaction.

² The net asset value per share based on the fair value of investment properties amounted to EUR 80.03 as of 31 March 2022.

PRESS RELEASE Regulated information – Inside information

24 June 2022 Under embargo until 07:55 am CET

• - So as to permit the issuance of the New Shares with dividend entitlement as of their issuance, the Company has, in the context of the Offering, requested to detach coupon no. 30 from its existing shares, effective as of 27 June 2022 (ex-coupon date). Coupon no. 30 will represent the entitlement to the pro rata temporis dividend for the current financial year from 1 January 2022 up to and including 28 June 2022, with an estimated value (gross) of EUR 1.8145 based on the dividend guidance for the current financial year set forth in the quarterly report published on 11 May 2022. The following dividend coupon (coupon no. 31) will therefore represent the entitlement to the dividend for the current financial year pro rata temporis from 29 June 2022 until the end of the financial year. The New Shares will be issued with coupon no. 31 et seq. attached. This means that, while the New Shares that will be issued in the context of the Offering will be issued without coupon no. 30, the existing shares will continue to trade with coupon no. 30 up to and including 24 June 2022. Upon the actual issuance of the New Shares (which is expected on 29 June 2022), the existing shares and the New Shares will all trade with coupon no. 31 et seq. attached and hence have the same dividend rights.
• - The issuance, delivery and admission to trading on the regulated markets of Euronext Brussels and Euronext Amsterdam of the New Shares is expected to take place on 29 June 2022.
• - In the context of the Offering, trading of the Aedifica share was temporarily suspended and shall resume today (24 June 2022), as of the start of trading.
• - BNP Paribas Fortis SA/NV, Kempen & Co and Morgan Stanley & Co. International plc have acted as Joint Global Coordinators, and ABN AMRO (in cooperation with ODDO BHF SCA), Belfius Kepler Cheuvreux, ING Belgium NV and KBC Securities have together with the Joint Global Coordinators acted as Joint Bookrunners.

PRESS RELEASE Regulated information – Inside information

24 June 2022 Under embargo until 07:55 am CET

About Aedifica

Aedifica is a Regulated Real Estate Company under Belgian law specialised in European healthcare real estate, particularly in elderly care and senior housing. Aedifica has developed a portfolio of over 580 sites in Belgium, Germany, the Netherlands, the United Kingdom, Finland, Sweden, Ireland and Spain, worth more than EUR 5.0 billion.

Aedifica is listed on Euronext Brussels (2006) and Euronext Amsterdam (2019) and is identified by the following ticker symbols: AED; AED:BB (Bloomberg); AOO.BR (Reuters).

Since March 2020, Aedifica is part of the BEL 20, the leading share index of Euronext Brussels. Aedifica's market capitalisation was approx. EUR 3.5 billion as of 22 June 2022.

Aedifica is included in the EPRA, Stoxx Europe 600 and GPR indices.

For all additional information

Ingrid Daerden Chief Financial Officer

T +32 2 626 07 73 ingrid.daerden@aedifica.eu Delphine Noirhomme Investor Relations Manager

T +32 2 210 44 98 delphine.noirhomme@aedifica.euhttp://www.aedifica.eu/

Discover Aedifica's Sustainability Report

www.aedifica.eu

PRESS RELEASE Regulated information – Inside information

24 June 2022 Under embargo until 07:55 am CET

DISCLAIMER

This announcement, and any copy thereof, may not be directly or indirectly distributed in or to persons resident in the United States, Australia, Canada, Japan, South Africa or any other jurisdiction where such distribution could constitute a breach of the applicable laws of such jurisdiction.

This announcement is for information purposes only and is not in any manner intended to constitute (nor will there be) an offer to sell or subscribe for, or a solicitation of any offer to buy or subscribe for, existing or new shares of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction, and the distribution of this announcement in such jurisdictions may be similarly restricted. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the security laws of any such jurisdiction.

This announcement does not constitute or form part of an offer of securities in the United States, or a solicitation to purchase securities in the United States. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act"), or under the securities law of any state or jurisdiction in the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly within the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or jurisdiction of the United States. The issuer of the securities has not registered, and does not intend to register, any portion of the transaction in the United States. There will be no public offer of securities in the United States.

In relation to each Member State of the European Economic Area (each a "Relevant State") an offer of securities to which this announcement relates is only addressed to and is only directed at qualified investors in that Relevant State within the meaning of Regulation ((EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, as amended and including any implementing measure in each Relevant State (the "Prospectus Regulation").

In the United Kingdom, this announcement is only addressed to and directed at, and any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with: (i) "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation as amended and transposed into the laws of the United Kingdom by virtue of the European Union (Withdrawal) Act of 2018 and the European Union (Withdrawal Agreement) Act 2020 (the "UK Prospectus Regulation"); (ii) persons who have professional experience in matters relating to investments falling within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (iii) "high net worth companies, unincorporated associations, etc." falling within Article 49(2)(a) to (d) of the Order; and (iv) any other person to whom it may otherwise lawfully be communicated (all such persons together referred to as

PRESS RELEASE Regulated information – Inside information

24 June 2022 Under embargo until 07:55 am CET

"UK Relevant Persons"). Persons in the United Kingdom who are not UK Relevant Persons should not take any action on the basis of this announcement and should not act or rely on it.

In Switzerland, an offer of securities to which this announcement relates is only addressed to and is only directed at "professional clients" within the meaning of article 4 iuncto 36 of the Swiss act on financial services ("Finanzdienstleistungsgesetz") of 15 June 2018 ("FINSA"). The Company is therefore exempted from the obligation to prepare and publish a prospectus under FINSA and the securities will not be admitted to trading on any Swiss trading platform. This announcement does not constitute a prospectus in accordance with FINSA and the Company will not prepare such prospectus in light of the offer of securities are referred to herein.

This announcement contains statements which are "forward-looking statements" or could be considered as such. These forward-looking statements can be identified by the use of forward-looking terminology, including the words 'believe', 'estimate', 'anticipate', 'expect', 'intend', 'may', 'will', 'plan', 'continue', 'ongoing', 'possible', 'predict', 'plans', 'target', 'seek', 'would' or 'should', and contain statements made by the Company regarding the intended results of its strategy. By their nature, forward-looking statements involve risks and uncertainties and readers are warned that none of these forward-looking statements offers any guarantee of future performance. The Company's actual results may differ materially from those predicted by the forward-looking statements. The Company makes no undertaking whatsoever to publish updates or adjustments to these forward-looking statements, unless required to do so by law.

PRESS RELEASE Regulated information – Inside information

24 June 2022 Under embargo until 07:55 am CET

INFORMATION TO DISTRIBUTORS

The Joint Bookrunners have informed the Company that the following information is intended for distributors only. The information is provided by the Joint Bookrunners and the Company does not assume responsibility for it.

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), the Joint Bookrunners have informed the Company that they have submitted the New Shares subject of the proposed Private Placement to a product approval process, which has determined that such New Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the New Shares may decline and investors could lose all or part of their investment; the New Shares offer no guaranteed income and no capital protection; and an investment in the New Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the proposed Private Placement. It is further noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only attract investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the New Shares and determining appropriate distribution channels.