Aedifica SA

Share Issue/Capital Change • Dec 4, 2014

4 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")

• 2 new rest homes in Olen and Wetteren (Belgium)
• Extraordinary General Meeting of 4 December 2014
• Notification relating to Article 15 of the Act of 2 May 2007
• Listing of new shares

Extraordinary General Meeting of 4 December 2014

Aedifica is pleased to announce that the Extraordinary General Meeting held on 4 December 2014 approved all items on the agenda, namely:

• the partial demerger of the SA La Réserve Invest by way of a transfer of part of its net assets to Aedifica SA,
• Increase of approx. €23 million (capital and issue premium) in Aedifica's capital through issuance of 457,087 new shares granted to the shareholders of La Réserve Invest SA, and
• conversion (against remuneration) of these new shares into shares that give full dividend rights for the 2014/2015 financial year, in replacement of the pro rata temporis dividend rights that were initially attributed to these shares.

1,870,342 Aedifica shares were represented at this Extraordinary General Meeting, i.e. 17.87% of the total number of shares outstanding.

Thanks to the partial demerger realised today, two rest homes ("De Notelaar" situated in Olen in the province of Antwerp and "Overbeke", situated in Wetteren in the province of East Flanders, both operated by the Armonea group) have been added to Aedifica's portfolio (see press release of 15 October 2014). Moreover, Aedifica also acquired control today of Krentzen SPRL and Overbeke SPRL, bare owners of the plots of land in Olen and Wetteren, respectively.

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

Overbeke

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

Following the abovementioned partial demerger, 457,087 new Aedifica shares were issued. As a result, the total number of Aedifica shares now amounts to 10,924,613. All shares give full dividend rights for the current financial year. Each share confers a right to vote at General Meeting; the total number of shares represents the denominator for notification purposes in the context of the transparency regulation. Upon completion of this transaction, Aedifica's total capital amounts to €288,276,325.94.

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

Listing of new shares

The 457,087 new Aedifica shares issued today will be listed as from 8 December 2014.

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

Portfolio after the partial demerger

After the abovementioned transactions, the fair value of Aedifica's portfolio of marketable investment properties amounts to approx. €843 million (€867 million for Aedifica's total portfolio, including development projects)1.

Aedifica has 142 marketable investment properties, with a total surface area of approx. 419,000 m2, consisting mainly of:

• 55 senior housing sites with a capacity of 5,323 residents;
• 864 apartments; and
• 6 hotels comprising 521 rooms.

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

• 66 % senior housing;
• 25 % apartment buildings; and
• 9 % hotels and other building types.

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

• 96 % in Belgium, of which:
• 48 % in Flanders;
• 35 % in Brussels; and
• 13 % in Wallonia.
• 4 % in Germany.

The consolidated debt-to-assets ratio now amounts to approx. 48%2.

The portfolio position presented above does not take into account the expected effects of the acquisition announced in the press release of 3 November 2014 concerning the portfolio of 8 rest homes in Germany, which remain subject to outstanding conditions. These buildings will be added to Aedifica's portfolio once the outstanding conditions are lifted.

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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 and the contractual value of the abovementioned buildings and plots of land.

² Based on the consolidated debt-to-assets ratio as of 30 September 2014 and the effect of the optional dividend (see press release of 24 November 2014).

4 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 €800 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 €569 million as of 28 November 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.

For all additional information