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Aedifica SA

Share Issue/Capital Change Nov 8, 2012

3904_iss_2012-11-08_bf43df34-6502-4d63-aa9f-957d5ce7c30e.pdf

Share Issue/Capital Change

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PRESS RELEASE Regulated information

8 November 2012– After closing of markets Under embargo until 17:40 CET

Press release regarding the notice relating to the public offering of new shares within the framework of a capital increase in cash with preferential subscription rights in an amount up to a maximum of €105 million

As announced in the annual press release of 4 September 2012, seizing new investment opportunities that are fully aligned with Aedifica's investment strategy should ideally depend on an enlarged equity base. In this context, Aedifica will publish tomorrow (9 November 2012) a notice relating to the public offering of new shares within the framework of a capital increase in cash with preferential subscription rights. The notice is reproduced below:

"This notice is given by Aedifica pursuant to section 593, second paragraph of the Belgian Companies Code and does not constitute an offer to purchase or subscribe to financial instruments.

Aedifica announces that its Board of Directors resolved on 26 October 2012 to proceed with a public offering to subscribe to new shares within the framework of a capital increase in cash with preferential subscription rights in an amount up to a maximum of €105 million, subject to the realisation of certain conditions precedents, including the approval by the FSMA of the prospectus relating to the transaction. The public offering will in principle take place from 19 November 2012 to 3 December 2012 (inclusive).

The exact terms and conditions of the offering and the other information required by law will be included in the prospectus. The issue price and the ratio for the subscription to the new shares will be announced prior to the start of the subscription period on Aedifica's website (www.aedifica.be) and in the Belgian financial press, in principle on 17 November 2012.

The preferential subscription right of the existing shareholders will be upheld in the offering of the new shares. The preferential subscription right will be represented by coupon No. 9 of the existing shares and will be traded on NYSE Euronext Brussels during the entire subscription period. In principle, coupon No. 9 will be detached on 16 November 2012 (after the markets close). The following persons can subscribe to the new shares: all holders of preferential subscription rights, regardless of whether they hold these rights in their capacity as existing shareholder, have acquired these preferential subscription rights on the regulated market NYSE Euronext Brussels, or through a private acquisition. The holders of registered shares will be informed by Aedifica of the number of preferential subscription rights they are entitled to and on the procedure to be followed for the exercise or trading of their preferential subscription rights. The shareholders whose shares are held in a securities account will be informed by their financial institution on the procedure to be

PRESS RELEASE Regulated information

8 November 2012– After closing of markets Under embargo until 17:40 CET

followed for the exercise or trading of their preferential subscription rights. The holders of bearer shares will be able to participate in the offering by presenting their preferential subscription rights, represented by coupon No. 9, at the counter of a financial institution of their choice, in accordance with the terms and conditions that will be specified in the prospectus.

A request for the admission to trading of the new shares on the NYSE Euronext Brussels regulated market, in principle as from 7 December 2012, will be submitted by Aedifica to NYSE Euronext Brussels.

BNP Paribas Fortis and ING Belgium will act as Joint Global Coordinators in this transaction, and Bank Degroof, BNP Paribas Fortis, ING Belgium and KBC Securities will act as Joint Bookrunners."

Aedifica is a Belgian listed property company investing in residential real estate. Aedifica has identified four strategic pillars in which it concentrates investments activities:

  • - unfurnished apartment buildings in Belgian cities;
  • - furnished apartment buildings;
  • - senior housing;
  • - hotels.

Aedifica is a Belgian quoted on NYSE Euronext Brussels (continuous market).

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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