Aedifica SA

Share Issue/Capital Change • May 3, 2019

Not for direct or indirect distribution, publication or release to or within the United States of America, Australia, Canada, Japan, South Africa, Switzerland or any other country or jurisdiction where its dissemination would be contrary to law. Other restrictions apply.

PRESS RELEASE Regulated information – Inside information

3 May 2019

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")

Public Offering in Belgium of maximum 6,147,142 New Shares within the framework of a capital increase in cash within the authorised capital with Priority Allocation Rights in an amount of maximum EUR 418,005,656.00

Capital increase entirely subscribed

Result of the sale of Scrips in Belgium, Switzerland and the European Economic Area

After the public offering for subscription for New Shares in Belgium and the successful exempt private placement in the form of an "accelerated bookbuilding" (an accelerated private placement with composition of an order book), carried out in Belgium, Switzerland and the European Economic Area in accordance with Regulation S of the US Securities Act of 1933 (as amended), Aedifica SA/NV announces that the existing shareholders and new investors have subscribed for 100 % of the New Shares offered for an amount of EUR 418,005,656.00.

During the Subscription Period with Priority Allocation Rights, which closed on 2 May 2019, 5,480,185 New Shares have been subscribed for, or 89.15 % of the maximum amount of New Shares.

The 2,000,871 Priority Allocation Rights, represented by coupon no. 20, which were not exercised at the closing of the Subscription Period, or 100 % of the non-exercised Priority Allocation Rights, have been sold, on 3 May 2019, in the form of Scrips through an exempt private placement in the form of an "accelerated bookbuilding" (an accelerated private placement with composition of an order book), carried out in Belgium, Switzerland and the European Economic Area in accordance with Regulation S of the US Securities Act of 1933 (as amended), as further described in the Securities Note. Purchasers of Scrips thus subscribed for 666,957 New Shares at the same price and at the same subscription ratio as was applicable to the subscription through the exercise of Priority Allocation Rights, i.e. 1 New Share (at EUR 68.00 per New Share) for 3 Priority Allocation Rights as Scrips.

Not for direct or indirect distribution, publication or release to or within the United States of America, Australia, Canada, Japan, South Africa, Switzerland or any other country or jurisdiction where its dissemination would be contrary to law. Other restrictions apply.

PRESS RELEASE Regulated information – Inside information

3 May 2019

The net proceeds of the sale of Scrips (after deduction of the costs, expenses and charges of all kinds incurred by the Company), due to the holders of unexercised Priority Allocation Rights, amounts to EUR 4.53 per unexercised Priority Allocation Right. Aedifica expects that this amount shall be available and paid as from 10 May 2019.

The gross proceeds of the offering of New Shares subscribed for at 100 %, after the Subscription Period with Priority Allocation Right and the exempt accelerated private placement of Scrips, amount to EUR 418,005,656.00.

Stefaan Gielens, CEO of Aedifica, commented: "Aedifica is very pleased with the result of this capital increase. Moreover, it is the largest capital increase ever among Belgian listed real estate companies. This succes is a clear vote of confidence of the existing and new shareholders in Aedifica's strategy. We therefore wish to expressly thank everyone for their support."

The payment and delivery of the New Shares shall be carried out with a value date as per 7 May 2019. The New Shares will in principle be tradable on the regulated market of Euronext Brussels as from the same date.

Trading of Aedifica Shares was, at Aedifica's request, suspended as of the opening of the markets on 3 May 2019 in the run-up to the publication of the results of the subscription with Priority Allocation rights and the exempt accelerated private placement of the Scrips. As this phase has been successfully completed, lifting of the suspension has been requested by Aedifica.

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ING Belgium and J.P. Morgan Securities plc act as Joint Global Coordinators and Joint Bookrunners in this transaction; BNP Paribas Fortis, Belfius Bank and KBC Securities act as Joint Bookrunners; and Kempen, ABN AMRO and Bank Degroof Petercam act as Co-Lead Managers.

Not for direct or indirect distribution, publication or release to or within the United States of America, Australia, Canada, Japan, South Africa, Switzerland or any other country or jurisdiction where its dissemination would be contrary to law. Other restrictions apply.

PRESS RELEASE Regulated information – Inside information

3 May 2019

Aedifica is a Regulated Real Estate Company under Belgian law specialised in healthcare real estate, particularly in senior housing. Aedifica has developed a portfolio worth more than €2.3 billion in Belgium, Germany, the Netherlands and the United Kingdom.

Aedifica has been quoted on Euronext Brussels (regulated market) since 2006 and is identified by the following ticker symbols: AED; AED:BB (Bloomberg); AOO.BR (Reuters).

The Company's market capitalisation was approx. €1.5 billion as of 30 April 2019.

Aedifica is included in the EPRA indices.

For all additional information

Delphine Noirhomme

Investor Relations Manager

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

IMPORTANT INFORMATION

These written materials are not for direct or indirect distribution, publication or release in the United States of America or to US persons or persons resident in Australia, Canada, Japan, South Africa or Switzerland. The information contained herein does not constitute an offer of securities for sale in the United States of America, Australia, Canada, Japan, South Africa or Switzerland.

The Company's securities have not been, nor will be, registered under the US Securities Act of 1933, as amended (the "Securities Act") or with any other securities regulatory authority of any state or other jurisdiction in the United States of America. The securities may not be offered or sold in the United States of America without prior registration under the Securities Act, or unless the transaction is exempt from, or not subject to, the registration requirements of the Securities Act and any applicable state securities laws. Aedifica NV/SA will not register any portion of the offer in the United States of America or conduct a public offer of securities in the United States of America.

An investment in shares entails significant risks. Relevant investors should read the prospectus that is made available on the website of Aedifica NV/SA, www.aedifica.be/en/prospectus.

This document is not a prospectus and investors should not subscribe for or purchase any shares referred to herein except on the basis of the information contained in the prospectus.