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Aedifica SA

M&A Activity May 21, 2018

3904_iss_2018-05-21_685519a6-cec2-486a-8594-90622a55fb4a.pdf

M&A Activity

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PRESS RELEASE Regulated information – inside information

21 May 2018 – before opening of markets

AEDIFICA

Public limited liability company Public regulated real estate company under Belgian law Registered office: Rue Belliard 40 (7th floor), 1000 Brussels Enterprise number: 0877.248.501 (RLE Brussels) (the "Company")

Agreement in principle with a strategic partner for the apartment buildings segment

As previously announced1 , Aedifica is preparing to transfer its branch of activities "the apartment buildings segment" into a new subsidiary, which in principle will take the form of an institutional regulated real estate company ("IRREC"), after approval by the supervisory authority. The set-up of this subsidiary and the transfer are expected to take several months.

Aedifica has discussed with several parties the possibility to open up the capital of the future subsidiary to a strategic partner through a sale (in one or several phases) of maximum 75 % (minus one share) of the capital of this subsidiary.

On 18 May 2018, Aedifica signed an agreement in principle with one of the candidate-partners for the sale (in one or several phases) of maximum 75 % (minus one share) in the new subsidiary. This agreement is subject to usual outstanding conditions, such as conducting a due diligence. Within the framework of this agreement in principle, the branch of activities is valuated taking into account the book value of the assets (including the fair value of the buildings) and a portfolio premium of approx. 7 %. Aedifica believes that the signing of the final agreement and the execution of a first phase of the agreement could take place in the third quarter of 2018.

This transaction fits perfectly within the strategic development of Aedifica as a pure play healthcare real estate investor and allows Aedifica to pursue its growth in its core activities through this "capital recycling".

1 See press releases of 21 February 2018 (section 3.8) and 16 May 2018 (section 2.7).

PRESS RELEASE Regulated information – inside information

21 May 2018 – before opening of markets

*****

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 €1.4 billion as of 30 April 2017.

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-1000 Brussels – Belgium T +32 2 626 07 72 [email protected] www.aedifica.eu

Martina Carlsson

Senior Manager Group Reporting & Corporate Planning

Rue Belliard 40 / Belliardstraat 40 (7th floor) B-1000 Brussels – Belgium T +32 2 627 08 93 [email protected] www.aedifica.eu

Laurence Gacoin

Chief Operating Officer

Rue Belliard 40 / Belliardstraat 40 (7th floor) B-1000 Brussels – Belgium T +32 2 554 19 64 M +32 476 38 88 66 [email protected] www.aedifica.eu

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