Aedifica SA

Share Issue/Capital Change • Apr 24, 2019

PRESS RELEASE Regulated information – Inside information

24 April 2019 – before opening of the markets Under embargo until 7:30 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")

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

Request for admission to trading of the New Shares and the Priority Allocation Rights on the regulated market of Euronext Brussels

• - Capital increase of maximum EUR 418,005,656.00 by way of a public offering in Belgium and an exempt private placement of the Scrips in the form of an "accelerated bookbuilding" carried out in Belgium, Switzerland and the European Economic Area in accordance with Regulation S of the US Securities Act of 1933, as amended
• - Issue price: EUR 68.00 per New Share, representing a discount of 13.95 % compared to the closing price of the Shares on 23 April 2019 at EUR 81.40, adjusted with the estimated value of coupon No. 21 to be detached on 24 April 2019 (after closing of the markets), being EUR 79.02 after this adjustment
• - 3 Priority Allocation Rights give the right to subscribe for 1 New Share
• - Detachment of coupon No. 20 representing the Priority Allocation Right: 24 April 2019 after closing of the markets
• - Detachment of coupon No. 21 representing the right to the pro rata temporis dividend of the current financial year 2018/2019 up to and including 6 May 2019, which shall not be attributed to the New Shares: 24 April 2019 after closing of the markets¹
• - Subscription Period: from Thursday 25 April 2019 (9h CET) up to and including Thursday 2 May 2019 (16h CET). The Priority Allocation Rights will be tradable on the regulated market of Euronext Brussels during the Subscription Period

¹ Payment of the dividend that will be decided for the 2018/2019 financial year by the Annual General Meeting on 22 October 2019 will, in principle, occur on or about 29 October 2019.

PRESS RELEASE Regulated information – Inside information

24 April 2019 – before opening of the markets Under embargo until 7:30 CET

• - Placement of Scrips will in principle take place on Friday 3 May 2019
• - ING Belgium and J.P. Morgan Securities plc will act as Joint Global Coordinators and Joint Bookrunners in this transaction; BNP Paribas Fortis, Belfius Bank and KBC Securities will act as Joint Bookrunners; and Kempen, ABN AMRO and Bank Degroof Petercam will act as Co-Lead Managers

An investment in shares, trading of priority allocation rights and acquisition of Scrips, involves significant risks. Investors are urged to familiarise themselves with the Prospectus, and in particular with the risk factors described in section 1 ("Risk Factors") on p. 7-16 of the Securities Note (including Risk Factor 1.2.11 "Risks related to the shortage of working capital") and in chapter I ("Risk Factors") on p. 7-25 of the Registration Document before investing in the New Shares, trading Priority Allocation Rights or acquiring Scrips. Every decision to invest in the New Shares, to trade Priority Allocation Rights or acquire Scrips, in the framework of the Offering, must be based on all information provided in the Prospectus. Potential investors must be able to bear the economic risk of an investment in shares, trading Priority Allocation Rights or acquiring Scrips, and to undergo a full or partial loss of their investment.

PRESS RELEASE Regulated information – Inside information

24 April 2019 – before opening of the markets Under embargo until 7:30 CET

Offering

Each Existing Shareholder will receive one Priority Allocation Right per Existing Share held at closing of the markets on 24 April 2019. The Priority Allocation Right will be tradable on Euronext Brussels throughout the Subscription Period, i.e. from 25 April 2019 (9h CET) up to and including 2 May 2019 (16h CET).

Existing Shareholders who hold Priority Allocation Rights and other holders of Priority Allocation Rights can subscribe for New Shares from 25 April 2019 (9h CET) up to and including 2 May 2019 (16h CET), under the terms and conditions set out in the Prospectus, at an Issue Price of EUR 68.00 per New Share and at a ratio of 3 Priority Allocation Rights for 1 New Share.

The Offering covers a maximum of 6,147,142 New Shares with the same rights as the Existing Shares, it being understood that they shall only participate pro rata temporis in the results of the Company over the current financial year 2018/2019 as from 7 May 2019. The New Shares shall thus be issued with coupons no. 22 and following attached. The capital increase was decided within the framework of the authorised capital.

Reasons of the Offering and use of the proceeds of the issue

The principal objective of the Offering is threefold, and consists in allowing the Company to 1) partly refinance the acquisition of a healthcare real estate portfolio in the United Kingdom, 2) finance its existing development pipeline and 3) increase its equity in order to continue its growth strategy in relation to its property portfolio, while maintaining an appropriate debt-to-assets ratio of approximately 50 to 55% (however, this does not exclude that this range may be exceeded for short periods of time).

As a reminder, the consolidated debt-to-assets ratio of the Company amounted to 47.4% on 31 December 2018. As a result of the acquisition of the healthcare real estate portfolio in the United Kingdom on 1 February 2019 the debt-to-assets ratio has increased with approx. 10 percentage points to reach approx. 57%. In order to finance this acquisition Aedifica entered into, and fully used, a bridge facilities agreement, comprising a tranche of EUR 180 million (that must be repaid with the proceeds of the Offering) and a tranche of GBP 150 million.

The net proceeds of the Offering, if the Offering is fully subscribed for, can be estimated at approximately EUR 409 million (after deduction of provisions and costs in relation to the Offering that are borne by the Company). Hence, in the event that the Offering is fully subscribed for, this would mathematically reduce the debt-to-assets ratio of the Company to approximately 41% (prior to the execution of the steps described in these use of proceeds).

The total existing investments and projects to be financed with the proceeds of the Offering amount to approx. EUR 477 million (to be invested over a three-year period). All of these investments and projects, which all concern senior housing, are already pre-let. The Company will finance the investments and projects by drawing the relevant amounts on existing and/or new credit facilities. The full execution of this pipeline could lead to an increase of the above-mentioned estimated consolidated debt-to-assets ratio post Offering to 50%.

PRESS RELEASE Regulated information – Inside information

24 April 2019 – before opening of the markets Under embargo until 7:30 CET

The Offering will not only support the completion of the current pipeline of construction and renovation projects and acquisitions subject to outstanding conditions, but will also enable the Company to strengthen its balance sheet structure in order to pursue its growth through new developments and acquisitions in healthcare property, and in particular, in the strategic segment of senior housing in Europe. Such investments represent the bulk of the real estate investments that the Company has made over the past 13 years.

In practice, the Company will further refine the amounts and timing of the actual spending of committed and yet to be committed investments and developments, depending on, amongst other things, the evolution of the debt-to-assets ratio of the Company from time to time, the availability of attractive development and investment opportunities, the net proceeds of the Offering, the operational income, costs and expenses of the Company, the possible disposal of assets, future strengthening of the equity through other means, the prevailing market conditions, etc.

Issue price

The Issue Price amounts to EUR 68.00 and has been determined on 23 April 2019 (after closing of the markets) by the Company in consultation with the Joint Bookrunners, on the basis of the closing price of the Share on the regulated market of Euronext Brussels on 23 April 2019, and taking into account a discount usually granted for this type of transaction.

The Issue Price is 13.95 % lower than the closing price of the Share on the regulated market of Euronext Brussels on 23 April 2019 (after closing of the markets and which amounted to EUR 81.40), adjusted to take into account the estimated value of coupon No. 21² , which will be detached on 24 April 2019 (after closing of the markets), or EUR 79.02 after this adjustment.

Priority Allocation Rights

The Priority Allocation Right, which is represented by coupon No. 20 attached to the Existing Shares, will be detached from the Existing Shares on 24 April 2019 after the closing of the regulated market of Euronext Brussels. The Priority Allocation Rights will be tradable, separately from the Existing Shares, on the regulated market of Euronext Brussels under the ISIN-code BE0970171741 during the entire Subscription Period. Purchasing or selling Priority Allocation Rights may entail certain costs.

Right to dividends

Except in exceptional and unforeseen circumstances, the Company aims (as already announced in its 2017/2018 annual financial report) to pay out a gross dividend of EUR 2.80 per Share over the financial year 2018/2019 (subject to a reduced withholding tax rate of 15 %), which represents a 12 % increase to the gross dividend over the financial year 2017/2018 (EUR 2.50). This estimate is of course subject to the results and to the approval by the ordinary general meeting of shareholders with respect to the financial year 2018/2019 that will take place on or about 22 October 2019.

² The board of directors of the Company estimates coupon no. 21, which represents the gross dividend for the current financial year 2018/2019 for the period from 1 July 2018 up to and including 6 May 2019, at EUR 2.38 per Share. This estimate is of course subject to the actual results of the financial year 2018/2019 and to approval by the ordinary general meeting of shareholders of 22 October 2019, which shall decide on the dividend that will be paid in respect of the financial year 2018/2019.

PRESS RELEASE Regulated information – Inside information

24 April 2019 – before opening of the markets Under embargo until 7:30 CET

The amount of the dividend to be distributed for the financial year 2018/2019 will be divided pro rata temporis into coupon no. 21 (for the period since 1 July 2018 (i.e., the start of the financial year 2018/2019) up to and including 6 May 2019) and coupon no. 22 or, if applicable, one of the following coupons (for the period as from 7 May 2019 up to and including 30 June 2019 (i.e., the end of the 2018/2019 financial year)). The Company therefore expects that the Offering will not lead to a dilution of the previously announced global dividend forecast 2018/2019. The Company points out that this dividend forecast in no way implies a profit forecast.

The payment of the dividends that would be allotted by the Company for the financial year 2018/2019 will, in principle, be made on or about 28 October 2019.

Private placement of Scrips

The Priority Allocation Rights that have not been exercised on the closing date of the Subscription Period (2 May 2019) will automatically be converted into an equal number of Scrips. The Scrips will be offered for sale by the Joint Bookrunners to Belgian and international investors 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), which will take place as soon as possible after the closing of the Subscription Period, and in principle on 3 May 2019. Buyers of Scrips will be required to subscribe for the New Shares still available for subscription at the same price and at the same subscription ratio as is applicable to the subscription through the exercise of Priority Allocation Rights. If the net proceeds of the sale of these Scrips, after deduction of the costs, expenses and charges of all kinds incurred by the Company, are less than EUR 0.01 per Scrip, the holders of coupon no. 20 will not be entitled to receive any payment, and the net proceeds of the sale of the Scrips will be transferred, and accrue, to the Company. Acquiring Scrips may entail certain costs.

Admission to trading and place of listing of the New Shares

A request has been submitted for the admission to trading of the New Shares on the regulated market of Euronext Brussels. The admission is expected to occur on 7 May 2019. The New Shares will be assigned with the ISIN-code BE0003851681, i.e. the same code as the Existing Shares.

Announcement of the results of the Offering

The results of the subscriptions for New Shares resulting from the exercise of Priority Allocation Rights will be announced on 3 May 2019 (before opening of the markets) via a press release on the Company's website. On the day of publication of this press release, the Company will request the suspension of trading of the Shares as from the opening of the regulated market of Euronext Brussels on 3 May 2019, until the time of publication of the press release regarding the results of the Offering.

The result of the subscriptions for New Shares resulting from the exercise of Scrips and the net proceeds of the sale of the Scrips due to the holders of unexercised Priority Allocation Rights will be published by means of a press release, in principle, on 3 May 2019.

PRESS RELEASE Regulated information – Inside information

24 April 2019 – before opening of the markets Under embargo until 7:30 CET

Payment and delivery of the New Shares

The subscribers must pay the Issue Price in full, in euro, together with any applicable stock exchange taxes and costs.

The payment of the subscriptions for New Shares resulting from the exercise of Priority Allocation Rights or Scrips will be made by debiting the subscribers' accounts, with value date on 7 May 2019. The subscription conditions will be communicated to the Existing Shareholders holding their Shares in registered form, by means of a letter addressed to them. The final date of payment for Existing Shareholders holding their Shares in registered form will be 6 May 2019 16h00 CET.

New Shares issued on the basis of Priority Allocation Rights attached to registered Shares will be registered as registered Shares in the share register of the Company on or about 7 May 2019. New Shares issued on the basis of Priority Allocation Rights attached to dematerialized Shares will be delivered in dematerialized form on or about 7 May 2019.

Prospectus

The Securities Note (and the other documents referred to therein), the Registration Document (and the other documents referred to therein) and the Summary constitute the Prospectus for the public offering to subscribe for the New Shares.

The Prospectus (consisting of the Summary, Securities Note and Registration Document) is available in English. The Summary is also available in Dutch and French. The Prospectus shall be made available to investors free of charge as of 25 April 2019 (before opening of the markets) at the registered office of the Company (Belliardstraat/Rue Belliard 40, 1040 Brussels (Belgium)). The Prospectus shall also be made available free of charge to investors at (i) ING Belgium NV/SA, upon request by phone +32 2 464 60 01 (NL), +32 2 464 60 02 (FR), or +32 2 464 60 04 (ENG) and on its websites www.ing.be/aandelentransacties (NL), www.ing.be/transactionsdactions (FR) and

www.ing.be/equitytransactions (ENG); (ii) KBC Securities NV/SA, upon request by phone +32 78 152 153 (NL), +32 78 152 154 (FR), or +32 78 353 137 (ENG) and on its website www.kbc.be/aedifica (NL, FR and ENG); (iii) Belfius Bank SA/NV, upon request by phone +32 2 222 12 02 (NL) or +32 2 222 12 01 (FR) and on its website www.belfius.be/aedifica2019 (NL, FR and ENG); (iv) BNP Paribas Fortis SA/NV, upon request by phone +32 2 433 41 13 and on its websites www.bnpparibasfortis.be/sparenenbeleggen (NL) and www.bnpparibasfortis.be/epargneretplacer (FR); and (v) Bank Degroof Petercam SA/NV, upon request by phone +32 2 287 95 34 (NL, FR and ENG) and on its websites http://www.degroofpetercam.be/nl/nieuws/aedifica\_2019 (NL), http://www.degroofpetercam.be/en/news/aedifica\_2019 (ENG) and http://www.degroofpetercam.be/fr/actualite/aedifica\_2019 (FR). The Prospectus can also be consulted

as of 25 April 2019 (before opening of the market) on the website of the Company (www.aedifica.be/en/prospectus), whereby the access on the aforementioned websites is each time subject to the usual limitations.

PRESS RELEASE Regulated information – Inside information

24 April 2019 – before opening of the markets Under embargo until 7:30 CET

Subscription

The subscription applications may be submitted directly and free of charge at the counters of ING Belgium, Belfius Bank, KBC Securities and BNP Paribas Fortis and/or through any other financial intermediary. The investors are invited to inform themselves about the possible costs charged by such other financial intermediaries.

Expected timetable for the Offering

Decision of the board of directors of the Company to increase the	23 April 2019
capital	(after closing of the markets)
Determination of the Issue Price / the subscription ratio / the amount of	23 April 2019
the Offering by the board of directors	(after closing of the markets)
Approval of the Registration Document, the Securities Note and the	23 April 2019
Summary by the FSMA
Press release announcing the Offering and the terms and conditions of	24 April 2019
the Offering	(before opening of the markets)
Detachment of coupon no. 20 for the exercise of the Priority Allocation	24 April 2019
Right	(after closing of the markets)
Detachment of coupon no. 21 representing the right to the pro rata	24 April 2019
temporis dividend of the current financial year 2018/2019 up to and	(after closing of the markets)
including 6 May 2019, which shall not be attributed to the New Shares
Disclosure of the Prospectus to the public on the Company's website	25 April 2019
	(before opening of the markets)
Opening date of the Offering with Priority Allocation Right	25 April 2019 (9h CET)
Closing date of the Offering with Priority Allocation Right	2 May 2019 (16h CET)
Press release on the results of the subscription with Priority Allocation	3 May 2019
Rights (published on the Company's website) and suspension of
trading of the Share (at the Company's request) until the publication of
the press release on the results of the Offering
Exempt private placement of the unexercised Priority Allocation Rights	3 May 2019
in the form of Scrips by way of an "accelerated bookbuilding" (an
accelerated private placement with composition of an order book)
Press release on the results of the Offering and the amount (if any)	3 May 2019
due to the holders of the unexercised Priority Allocation Rights (Excess
Amount) – resumption of trading of the Shares
Final date of payment for Existing Shareholders holding their Shares in	6 May 2019
registered form (as will, together with the subscription conditions, be	(before 16h00 CET)
communicated to them by means of a letter)
Payment of the New Shares subscribed to with Priority Allocation	7 May 2019
Rights or Scrips	(before opening of the markets)
Determination that the capital increase has been realized	7 May 2019
	(before opening of the markets)
Delivery of the New Shares to the subscribers	7 May 2019
Admission to trading of the New Shares on the regulated market of Euronext Brussels	7 May 2019

PRESS RELEASE Regulated information – Inside information

24 April 2019 – before opening of the markets Under embargo until 7:30 CET

Press release on the increase of the share capital and the new	7 May 2019
denominator for purposes of the transparency regulation
Payment of the net proceeds (if any) resulting from the private	As from 10 May 2019
placement of Scrips to the holders of unexercised Priority Allocation
Rights

The Company can adjust the dates and times of the capital increase and the periods indicated in the above Timetable and in the Prospectus. In that case, the Company will inform Euronext Brussels and the investors thereof through a press release and on the website of the Company. Insofar as legally required, the Company will furthermore publish a supplement to the Prospectus.

Legislation under which the Shares are created and competent courts

The Shares are subject to Belgian law.

The Dutch-speaking courts of Brussels are competent for any dispute that may arise between the Shareholders, investors and the Company pursuant to or in connection with the Offering, the New Shares, the Priority Allocation Rights or the Scrips.

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

*****

PRESS RELEASE Regulated information – Inside information

24 April 2019 – before opening of the markets Under embargo until 7:30 CET

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. €1.6 billion as of 31 March 2019.

Aedifica is included in the EPRA indices.

For all additional information

Stefaan Gielens mrics Chief Executive Officer

T +32 2 626 07 72 stefaan.gielens@aedifica.eu www.aedifica.eu

Delphine Noirhomme

Investor Relations Manager

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

Ingrid Daerden Chief FinancialOfficer

T +32 2 626 07 73 ingrid.daerden@aedifica.eu www.aedifica.eu

PRESS RELEASE Regulated information – Inside information

24 April 2019 – before opening of the markets Under embargo until 7:30 CET

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.

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.

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.