Aedifica SA

M&A Activity • Jul 6, 2016

6 July 2016 – after closing of markets Under embargo until 17:40 CET

AEDIFICA

Public limited liability company Public regulated real estate company under Belgian law Registered office: avenue Louise 331-333, 1050 Brussels Enterprise number: 0877.248.501 (RLE Brussels) (the "Company")

Acquisition of a portfolio of 5 rest homes in Germany, subject to outstanding conditions

• 5 rest homes in Germany, totalling 657 units
• Contractual value: approx. €60 million
• Operator: Vitanas

Stefaan Gielens, CEO of Aedifica, commented: "Thanks to the acquisition of these five rest homes, Aedifica will expand its portfolio in Germany. After this new investment, Aedifica's German portfolio will comprise 20 healthcare real estate sites."

6 July 2016 – after closing of markets Under embargo until 17:40 CET

Aedifica is pleased to announce the signing of a share purchase agreement for the acquisition of two companies based in Luxemburg, which own five rest homes in Germany. This agreement is subject to outstanding conditions, which are mainly of administrative nature and which should be fulfilled during the summer of 2016.

Summary table of the sites

Name	Location	State	Capacity
Am Kloster	Halberstadt	Saxony-Anhalt	136
Rosenpark	Uehlfeld	Bavaria	79
Patricia	Nuremberg	Bavaria	174
St. Anna	Höchstadt	Bavaria	161
Frohnau	Berlin	Berlin	107
Total			657

St. Anna – Höchstadt¹

¹ © Vitanas.

6 July 2016 – after closing of markets Under embargo until 17:40 CET

Description of the buildings

The portfolio comprises five rest homes in the German states of Saxony-Anhalt, Bavaria and Berlin. All buildings were built between 2001 and 2003, with the exception of Frohnau rest home.

The Am Kloster² rest home is located at the outskirts of the city centre of Halberstadt (40,000 inhabitants, State of Saxony-Anhalt), 55 km southwest of Magdeburg. The site was built in 2003 and houses 136 residents.

The Rosenpark³ rest home is located in Uehlfeld, a village near Höchstadt (13,000 inhabitants, State of Bavaria), at 40 km from Nuremberg. The site benefits from a location at the outskirts of a residential area in a green environment. The rest home was built in 2003 and houses 79 residents.

The Patricia⁴ rest home is located in a lively residential area in Nuremberg (500,000 inhabitants, State of Bavaria), in the vicinity of several recreation activities. The rest home was built in 2003 and houses 174 residents.

The St. Anna⁵ rest home is located in a residential area at the outskirts of the historic centre of Höchstadt (13,000 inhabitants, State of Bavaria). The site is situated in a green environment. The rest home was built in 2002 and houses 161 residents.

The Frohnau⁶ rest home is located in Berlin (3,562,000 inhabitants, State of Berlin). The site benefits from an excellent location in a green, residential area and houses 107 residents. The rest home was originally built in 1969 and subsequently renovated and expanded in 1992. The location and size of the site also offer future extension potential.

Description of the transaction

This investment will be realised through the acquisition of the control of two companies based in Luxemburg, which currently own the buildings.

The operation will be financed using Aedifica's credit facilities.

² Located Röderhofer Strasse 7 in 38820 Halberstadt (Germany).

³ Located Am kleinen Zeckernberg 1 in 91486 Uehlfeld (Germany).

⁴ Located Bärenschanzstraße 44 in 90429 Neurenberg (Germany).

⁵ Located Am Brauhaus 1 in 91315 Höchstadt (Germany).

⁶ Located Welfenallee 37-43 in 13465 Berlin (Germany).

6 July 2016 – after closing of markets Under embargo until 17:40 CET

Am Kloster – Halberstadt⁷

Description of the operator and the leases

The operator of the rest homes is the Vitanas group, a German company that has been active in the private senior care market since 1969. Vitanas currently operates over 5,000 beds in 39 sites and employs over 4,300 staff.

Aedifica looks forward to this new collaboration with another reputable player in the German care sector.

The leases for these five sites are new irrevocable long leases. Initial gross yields amount to more than 6 % for a contractual value of approx. €60 million.

⁷ © Vitanas.

6 July 2016 – after closing of markets Under embargo until 17:40 CET

Investments since the June 2015 capital increase

Aedifica undertakes this investment in the senior housing segment as another major investment following the €153 million capital increase⁸ which was successfully completed on 29 June 2015. The updated list of recent investments is as follows:

(in € million)		Marketable investment properties		Development projects	Total
		carried out	subject to outstanding conditions
Résidence de la Houssière	Belgium	10	-	-	10
Senior Flandria	Belgium	10	-	-	10
Mechelen	Belgium	-	-	17	17
Vinkenbosch	Belgium	4	-	12	16
Kalletal (extension)	Germany	3	-	-	3
Heydeveld	Belgium	9	-	-	9
Oostende	Belgium	-	11	-	11
Prinsenhof	Belgium	6	-	4	10
Husum	Germany	7	-	-	7
Holland	The Netherlands	12	-	-	12
Benvenuta	The Netherlands	3	-	-	3
Molenenk	The Netherlands	-	-	10	10
Walgaerde	The Netherlands	-	4	-	4
Residentie Poortvelden1	Belgium	12	-	-	12
Leopoldspark1	Belgium	21	-	-	21
Saksen Weimar	The Netherlands	8	-	-	8
Foyer de Lork (portfolio)	Belgium	-	97	-	97
Martha Flora Lochem	The Netherlands	2	-	-	2
Martha Flora Rotterdam	The Netherlands	-	8	-	8
Jardins de la Mémoire	Belgium	-	11	-	11
Vitanas (portfolio)	Germany	-	59	1	60
Total as of 6 July 2016		107	191	44	342

¹ Realisations of agreements concluded in 2014.

Other investments are currently under consideration.

*****

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.

⁸ See press release of 29 June 2015.

6 July 2016 – after closing of markets Under embargo until 17:40 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 €1 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 €987 million as of 30 June 2016.

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.

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