Aedifica SA

M&A Activity • Dec 16, 2014

16 December 2014 – 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")

Outstanding conditions fulfilled for the acquisition of a portfolio of 8 rest homes in Germany

Aedifica is pleased to announce that on 16 December 2014 the outstanding conditions have been fulfilled for the acquisition of the portfolio of 8 rest homes in Germany, located in North Rhine-Westphalia and in Lower Saxony, as announced in the press release of 3 November 2014. The purchase price was paid thus Aedifica SA controls henceforth the 3 Luxemburg companies, owners of the 8 rest homes. The operation was financed using Aedifica's credit facilities.

Summary table of the acquired buildings

Name	Location	German state	Number of beds	Operator
Seniorenresidenz Am Stübchenbach	Bad Harzburg	Lower Saxony	130	Senioren Wohnpark Weser
Seniorenresidenz Mathilde	Enger	North Rhine Westphalia	75	Senioren Wohnpark Weser
Die Rose im Kalletal	Kalletal	North Rhine Westphalia	68	Medeor Seniorenresidenz
Seniorenresidenz Kierspe	Kierspe	North Rhine Westphalia	79	Seniorenresidenz Kierspe
Seniorenresidenz Klosterbauerschaft	Kirchlengern	North Rhine Westphalia	80	Senioren Wohnpark Weser
Senioreneinrichtung Haus Matthäus	Olpe Rüblinghausen	North Rhine Westphalia	50	Katholische Hospitalgesellschaft
Bonifatius Seniorenzentrum	Rheinbach	North Rhine Westphalia	80	Bonifatius Seniorendienste
Senioreneinrichtung Haus Elisabeth	Wenden Rothemühle	North Rhine Westphalia	80	Katholische Hospitalgesellschaft
Total			642

16 December 2014 – After closing of markets Under embargo until 17:40 CET

Seniorenresidenz Am Stübchenbach Seniorenresidenz Mathilde

Die Rose im Kalletal Seniorenresidenz Kierspe

Seniorenresidenz Klosterbauerschaft Senioreneinrichtung Haus Matthäus

Bonifatius Seniorenzentrum Senioreneinrichtung Haus Elisabeth

16 December 2014 – After closing of markets Under embargo until 17:40 CET

These investments in Germany are consistent with Aedifica's strategy in the senior housing segment. They allow for better diversification of tenants and extend the Company's operations in a market which tends to structure itself at a European level.

Portfolio after the abovementioned transaction

After the abovementioned transaction, the fair value of Aedifica's portfolio of marketable investment properties amounts to approx. €931 million (€955 million for Aedifica's total portfolio, including development projects)¹ .

Aedifica has 151 marketable investment properties, with a total surface area of approx. 458,000 m² , consisting mainly of:

• 64 senior housing sites with a capacity of 6,105 residents;
• 864 apartments; and
• 6 hotels comprising 521 rooms.

The breakdown by sector is as follows (in terms of fair value):

• 70 % senior housing;
• 22 % apartment buildings; and
• 8 % hotels and other building types.

The geographical breakdown is as follows (in terms of fair value):

• 89 % in Belgium, of which:
• 45 % in Flanders;
• 32 % in Brussels; and
• 12 % in Wallonia.
• 11 % in Germany.

The consolidated debt-to-assets ratio now amounts to approx. 52 %² .

*****

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

¹ Based on the fair value of investment properties as of 30 September 2014, the contractual value of the buildings and the plots of land announced in the press release of 4 December 2014, the contractual value of the building announced in the press release of 11 December 2014 and the contractual value of the abovementioned buildings.

² Based on the consolidated debt-to-assets ratio as of 30 September 2014 and the effects of the optional dividend (see press release of 24 November 2014), the acquisition of the buildings and the plots of land announced in the press release of 4 December 2014, the acquisition of the building announced in the press release of 11 December 2014 and the acquisition of the abovementioned buildings.

16 December 2014 – After closing of markets Under embargo until 17:40 CET

Aedifica is a public regulated real estate company under Belgian law specialised in residential property. Aedifica has developed a portfolio worth more than €900 million, focused on two strategic pillars:

• senior housing in Belgium and Germany;
• apartment buildings in Belgium's main cities.

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 €590 million as of 8 December 2014.

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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