Aedifica SA

Share Issue/Capital Change • Apr 23, 2020

PRESS RELEASE Regulated information – Inside information

23 April 2020 Under embargo until 7:55 am CET

AEDIFICA

Public limited liability company Public regulated real estate company under Belgian law Registered 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 2,460,115 new shares with international institutional investors at an issue price of EUR 84.00 per share, resulting in EUR 206,649,660.00 gross proceeds

• - Aedifica (the "Company") successfully launched a capital increase in cash, within the authorised capital, through the issuance of 2,460,115 new shares (the "New Shares") placed via a private placement by way of an accelerated bookbuilding with international institutional investors (the "ABB"), with cancellation of the preferential subscription right of, and without allocation of an irreducible allocation right to, existing shareholders.
• - 2,460,115 New Shares, corresponding to 10% of the outstanding capital prior to the capital increase, were placed at EUR 84.00 per New Share. The issue price represents a discount of 4.46% compared to the stock price of the Aedifica share after close of markets on 21 April 2020¹ (EUR 90.40 per share) (reduced by the estimated value of coupon no. 23, see further), and a premium of 40.85% compared to the last reported net asset value² . The ABB raised gross proceeds of EUR 206,649,660.00.
• - The Company will use the net proceeds of the ABB to partially refinance the acquisition of Hoivatilat and strengthen the balance sheet by way of decreasing the debt-to-assets ratio.
• - 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 ABB requested to detach coupon no. 23 from its existing shares, effective as of 23 April 2020 (after close of markets). Coupon no 23 will represent the entitlement to the pro rata temporis dividend for the current financial year from 1 July 2019 to 27 April 2020 with an estimated value (gross) of EUR 2.48 based on the dividend guidance for the period from 1 July 2019 to 30 June 2020 set forth in the half year financial report published on 19 February 2020. The detachment of coupon no. 23 will take effect on 23 April 2020 (after

² As of 31 December 2019, Aedifica's net asset value (including IAS 39) amounts to EUR 59.64. See half year report of 19 February 2020.

¹ See press release of 22 April 2020 announcing the transaction.

PRESS RELEASE Regulated information – Inside information

23 April 2020 Under embargo until 7:55 am CET

close of markets), meaning that the Aedifica shares will start trading ex-coupon no. 23 as of 24 April 2020. The existing shares and the New Shares will be fully fungible.

• - The issue, 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 28 April 2020.
• - In the context of the ABB, trading of the Aedifica share was temporarily suspended and shall resume today (23 April 2020), as of the start of trading.
• - BNP Paribas Fortis, ING and J.P. Morgan Securities have acted as Joint Global Coordinators, and Belfius – Kepler Cheuvreux, KBC Securities and Natixis have acted as Joint Bookrunners.

PRESS RELEASE Regulated information – Inside information

23 April 2020 Under embargo until 7:55 am CET

About Aedifica

Aedifica is a Regulated Real Estate Company under Belgian law specialised in European healthcare real estate, particularly in senior housing. Aedifica has developed a portfolio of more than 450 sites in Belgium, Germany, the Netherlands, the United Kingdom, Finland and Sweden, worth more than €3.0 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. €2.2 billion as of 22 April 2020.

Aedifica is included in the EPRA and Stoxx Europe 600 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.eu

Discover Aedifica's Sustainability Report

www.aedifica.eu

PRESS RELEASE Regulated information – Inside information

23 April 2020 Under embargo until 7:55 am CET

IMPORTANT INFORMATION

These written materials are not for distribution in or to persons resident in the United States, Australia, Canada, Japan, South Africa or Switzerland or to any US persons (as defined in Regulation S under the United States Securities Act of 1933, as amended (the "US Securities Act")). The information contained herein does not constitute an offer of securities for sale in the United States, Australia, Canada, Japan, South Africa or Switzerland.

This information does not contain a solicitation for money, securities or other considerations and, if sent in response to the information contained herein, will not be accepted. 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 forwardlooking statements. The company makes no undertaking whatsoever to publish updates or adjustments to these forward-looking statements, unless required to do so by law.

This communication 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 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 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. Copies of this communication are not being, and should not be, distributed or sent into the United States, Australia, Canada, Japan, South Africa or Switzerland.

In the European Economic Area an offer of securities to which this communication relates is only addressed to and is only directed at qualified investors in that Member 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, and any implementing measure in each relevant Member State of the EEA (the "Prospectus Regulation") ("Qualified Investors").

These materials shall not constitute or form part of an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein 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 any such jurisdiction, or to any person or entity to whom it is unlawful to make such offer.