Aedifica SA

Share Issue/Capital Change • Jun 7, 2018

7 June 2018

AEDIFICA

Public limited liability company Public regulated real estate company under Belgian law Registered office: Rue Belliard 40 (7th floor), 1040 Brussels Enterprise number: 0877.248.501 (RLE Brussels) (the "Company")

Acquisition of two healthcare sites in The Netherlands

Notification pursuant to Article 15 of the Act of 2 May 2007

• Acquisition of two healthcare sites in Smakt and Velp (Provinces of Limburg and North Brabant, The Netherlands)
• Contractual value: approx. €16 million
• Initial gross rental yield: approx. 6.5 %
• Total capacity: 107 units
• Operator: The Blueprint Group

Stefaan Gielens, CEO of Aedifica, commented: "Aedifica is pleased to continue the expansion of its Dutch healthcare real estate portfolio with the acquisition of these two fully operational sites. Moreover, this transaction marks the beginning of a collaboration with a new operator. Other investments will follow."

7 June 2018

1. Acquisition of two healthcare sites in Smakt and Velp (The Netherlands)

Aedifica is pleased to announce the acquisition of two healthcare sites in The Netherlands, and the contribution in kind of the receivable resulting therefrom. In that context 225,009 new shares were issued.

Zorghuis Smakt – Smakt

Description of the sites

Zorghuis Smakt¹ is located in Smakt, part of Venray (44,000 inhabitants, Province of Limburg). In 2010, the site was entirely redeveloped into a modern residential care facility, with a capacity of 32 units for seniors requiring continuous care.

Zorgresidentie Mariëndaal² is located in Velp, part of Grave (12,000 inhabitants, Province of North Brabant). In 2011, the building was entirely redeveloped into a modern residential care facility. The site comprises 31 units for independent living (senior apartments) with care services available on demand, 44 units offering short-term (rehabilitation) and long-term care (dementia care) for seniors requiring continuous care, and a day centre.

¹ Located Sint Jozeflaan 56 in 5817 AD Smakt (The Netherlands).

² Located Tolschestraat 2 in 5363 TC Velp (The Netherlands).

7 June 2018

Zorgresidentie Mariëndaal – Velp

Description of the operator and the leases

The sites are operated by two entities of The Blueprint Group, a private Dutch player in the senior care market. The group currently operates 20 sites under five different brands. Zorghuis Smakt is operated under the Zorghuis Nederland brand, providing small-scale care in the mid-market segment. Zorgresidentie Mariëndaal is operated under the Samen Aangenaam Ouder Worden brand, which offers apartments to seniors opting to live independently with care services available on demand.

Aedifica looks forward to this new collaboration with a reputable player in the Dutch care sector.

The leases established for the two sites are irrevocable double net long leases with a remaining lease term of 19 years. The initial gross yields amount to approx. 6.5 %.

PRESS RELEASE Regulated information

7 June 2018

Description of the transaction

Aedifica Nederland BV (a 100 % subsidiary of Aedifica SA/NV) acquired the healthcare sites by way of a purchase in The Netherlands on a deferred payment basis and a subsequent contribution in kind in Aedifica SA/NV of the receivable (which corresponds to the purchase price) resulting from the acquisition. The contractual value³ (contribution value of the receivable) amounts to approx. €16 million. As consideration for the contribution, 225,009 new shares were issued.

The new Aedifica shares were issued this morning, 7 June 2018, following a capital increase decided by the Board of Directors within the framework of the authorised capital. The transaction resulted in an equity increase of approx. €16 million.

2. Notification pursuant to Article 15 of the Act of 2 May 2007

Following the abovementioned contribution in kind, 225,009 new Aedifica shares were issued. As a result, the total number of Aedifica shares now amounts to 18,200,829. All shares give full dividend rights for the current financial year, provided that the contributor will assume the expected dividend for the period from 1 July 2017 to 6 June 2018 related to the 225,009 shares issued today. Each share confers a right to vote at the General Meeting. The total number of shares represents the new denominator for notification purposes in the context of the transparency regulation. Upon completion of this transaction, Aedifica's total share capital amounts to €480,279,540.67. The new shares that were issued will be listed on Euronext Brussels (continuous market).

This information, as well as the information on the shareholding structure, is available on the Company's website (www.aedifica.eu).

³ The contractual value complies with the provisions of article 49 § 1 of the Belgian Act of 12 May 2014 on regulated real estate companies.

7 June 2018

3. Investments since the March 2017 capital increase

Aedifica undertakes this new investment in the healthcare real estate segment as another major investment following the €219 million capital increase⁴ which was successfully completed on 28 March 2017. The updated list of recent investments is as follows⁵ :

(in € million)		Marketable investment properties		Investment properties to be completed	Total
		carried out	subject to outstanding conditions
Martha Flora Hilversum	The Netherlands	8	-	-	8
Villa Walgaerde1	The Netherlands	4	-	-	4
La Ferme Blanche1	Belgium	6	-	-	6
Het Gouden Hart	The Netherlands	7	-	-	7
Huize Dennehof	The Netherlands	1	-	-	1
Prinsenhof1	Belgium	4	-	-	4
Op Haanven1	Belgium	2	-	-	2
LTS	The Netherlands	2	-	10	12
Het Gouden Hart van Leersum	The Netherlands	6	-	-	6
Residentie Blaret	Belgium	21	-	-	21
Oeverlanden	The Netherlands	12	-	-	12
Seniorenresidenz Laurentiusplatz	Germany	5	-	3	8
Seniorenheim am Dom	Germany	9	-	-	9
Huize De Compagnie	The Netherlands	2	-	6	9
Rendant (portfolio)	The Netherlands	-	-	40	40
Specht Gruppe (rest homes)	Germany	-	-	200	200
Huize Hoog Kerckebosch	The Netherlands	8	-	-	8
Villa Temporis (phase II)1	Belgium	2	-	-	2
Molenenk1	The Netherlands	11	-	-	11
De Duinpieper1	Belgium	10	-	2	12
Seniorenresidenz an den Kienfichten	Germany	6	-	-	6
Martha Flora Den Haag	The Netherlands	9	-	-	9
Huize Ter Beegden	The Netherlands	0	-	4	5
Martha Flora Rotterdam1	The Netherlands	2	-	6	8
Martha Flora Bosch en Duin	The Netherlands	2	-	5	7
Ambulanter Pflegedienst Weser (portefeuille)	Germany	28	-	-	28
De Merenhoef	The Netherlands	2	-	7	9
Huize Roosdael	The Netherlands	1	-	5	6
Leusden	The Netherlands	1	-	3	4
Martha Flora Hoorn	The Netherlands	1	-	-	1
Haus Zur Alten Berufsschule	Germany	9	-	-	9
September Nijverdal	The Netherlands	1	-	3	4
Huize Groot Waardijn	The Netherlands	1	-	5	6
Huize Eresloo	The Netherlands	1	-	5	6
Park Residenz	Germany	-	11	-	11
Pflegeteam Odenwald	Germany	3	-	-	3
Azurit (portfolio)	Germany	-	39	-	39
Specht Gruppe (seniors apartments)	Germany	-	-	44	44
The Blueprint Group (portfolio)	The Netherlands	16	-	-	16
Total as of 7 June 2018		206	50	349	604

¹ Realisations of previously concluded agreements.

Other investments are under consideration.

⁴ See press release of 28 March 2017.

⁵ The figures in this table are rounded amounts. Subsequently, the sum of certain figures might not correspond to the stated total.

7 June 2018

*****

The English version of this press release constitutes a free translation of the French language text and is made for information purposes only. In case of inconsistency with the French version or inaccuracy of the English translation, the French text shall prevail.

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 approx. €1.7 billion in Belgium, Germany and in The Netherlands.

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

The Company's market capitalisation was €1.5 billion as of 31 May 2018.

Aedifica is included in the EPRA indices.

Forward-looking statement

This document contains forward-looking information that involves risks and uncertainties, including statements about Aedifica's plans, objectives, expectations and intentions. Readers are cautioned that forward-looking statements include known and unknown risks and are subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the control of Aedifica. Should one or more of these risks, uncertainties or contingencies materialise, or should any underlying assumptions prove incorrect, actual results could vary materially from those anticipated, expected, estimated or projected. As a result, Aedifica does not assume any responsibility for the accuracy of these forward-looking statements.

For all additional information

Stefaan Gielens mrics

Chief Executive Officer

Rue Belliard 40 / Belliardstraat 40 (7th floor) B-1040 Brussels – Belgium T +32 2 626 07 72 stefaan.gielens@aedifica.eu www.aedifica.eu

Martina Carlsson

Senior Manager Group Reporting & Corporate Planning

Rue Belliard 40 / Belliardstraat 40 (7th floor) B-1040 Brussels – Belgium T +32 2 627 08 93 martina.carlsson@aedifica.eu www.aedifica.eu

Charles-Antoine Van Aelst

Chief Investment Officer

Rue Belliard 40 / Belliardstraat 40 (7th floor) B-1040 Brussels – Belgium T +32 2 626 07 74 c-a.vanaelst@aedifica.eu www.aedifica.eu