ATENOR

Share Issue/Capital Change • Jun 26, 2020

Not for direct or indirect distribution, publication or release to or within the United States of America, Canada, Switzerland, Japan, South Africa, Australia or any other country or jurisdiction where its dissemination would be contrary to law. Other restrictions apply.

Offer with Rights of maximum 1,407,769 newly issued ordinary shares of Atenor

75.07% have been subscribed to after the close of the Subscription Period with Rights of Preference

Launch on 26 June 2020 of the accelerated private placement of the Scrips

• On 18 June 2020, Atenor has launched a public offering to subscribe to a maximum of 1,407,769 New Shares in the framework of a capital increase by means of a cash contribution with extra-legal preferential rights for a maximum amount of 77,427,295 EUR.
• The issue price was set at 55 EUR per New Share.
• 4 extra-legal preferential rights grant the right to subscribe to 1 New Share.
• During the subscription period, 75.07% of the New Shares (1,056,760 New Shares) have already been subscribed to through the exercise of extra-legal preferential rights.
• The reference shareholders of the Issuer, being ForAtenor SA, Alva SA 3D SA, Luxempart SA and Stéphan Sonneville SA, have all exercised their extra-legal preferential rights.
• The results of the sale of the Scrips, the final results of the capital increase and the amount, if any, that will accrue to the holders of the unexercised extra-legal preferential rights will be made public on 26 June 2020.
• Atenor has requested the Financial Services and Markets Authority (FSMA) to suspend trading of the shares on the regulated market Euronext Brussels on 26 June 2020 until the announcement of the final results of the capital increase.
• The delivery of the New Shares is scheduled for 30 June 2020.

Sidney D. BENS (CFO): "Atenor's Management is delighted and honored by the confidence confirmed by existing shareholders and those who have chosen to buy rights to participate in this capital increase. The success of this operation validates the international development strategy successfully implemented since 2017."

Not for direct or indirect distribution, publication or release to or within the United States of America, Canada, Switzerland, Japan, South Africa, Australia or any other country or jurisdiction where its dissemination would be contrary to law. Other restrictions apply.

An investment in the New Shares, the trading of Preference Rights and the acquisition of the Scrips bear important economic and financial risks. A potential investor, when deciding to invest, bears the risk of losing all or part of his investment. Please read the whole prospectus and particularly the section « Risk factors » before subscribing to the New Shares or trading the Preference Rights or acquiring the Scrips in order to fully understand the risks and potential advantages linked to the decision to invest, in order to fully understand the potential risks and advantages associated with the decision to invest.

Atenor declares that, in the framework of its public offering of maximum 1,407,769 New Shares priced at 55 EUR per New Share, forming part of a capital increase in cash with extra-legal preferential rights, 1,056,760 New Shares have already been subscribed to through the exercise of extra-legal preferential rights (4 extra-legal preferential rights gave the right to subscribe to 1 New Share). This represents a subscription of 75.07% of the maximum amount of 77,427,295 EUR.

The subscription period with extra-legal preferential rights closed on 25 June 2020. The 1,404,036 extra-legal preferential subscription rights, which were not exercised during the subscription period, will be converted into the same number of Scrips which will be sold in an accelerated private placement reserved to institutional investors. The latter will take place on 26 June 2020.

The investors who purchase Scrips irrevocably undertake to subscribe to the remaining New Shares under the same conditions as for the subscription with extra-legal preferential subscription rights: one (1) New Share at 55 EUR for four (4) extralegal preferential rights in the form of Scrips.

The New Shares shall participate in the same way in the (possible) profits of the Issuer, including the profits for the financial year ending 31 December 2020.

From 26 June 2020 until the announcement of the results of the accelerated private placement of the Scrips, the trading of the shares will be suspended.

The results of the sale of the Scrips and the final results of the public offering will, in principle, be made public by means of a new press release on Friday 26 June 2020.

Not for direct or indirect distribution, publication or release to or within the United States of America, Canada, Switzerland, Japan, South Africa, Australia or any other country or jurisdiction where its dissemination would be contrary to law. Other restrictions apply.

The Prospectus is made available to the investors at the registered office of the Issuer, avenue Reine Astrid 92, 1310 La Hulpe, Belgium. Subject to selling and transfer restrictions, the Prospectus was also available on the following website : www.belfius.be/atenor2020, https://www.atenor.eu/en/investors/capitalincrease/prospectus-en/, www.kbc.be/atenor, www.bolero.be/nl/atenor (Dutch), www.bolero.be/fr/atenor (French), https://www.kbcsecurities.com/prospectus-documents-overviews/prospectus-overview, www.ing.be/aandelentransacties (Dutch) and www.ing.be/transactionsdactions (French). Approval of the Prospectus by the FSMA should not be considered as an endorsement of the New Shares, the Preference Rights and/or the Scrips.

Atenor SA reserves the right to withdraw, i.e. cancel the capital increase, or to suspend the Offering if (i) it determines that market circumstances would make the completion of the Offering materially more difficult or (ii) the Underwriting Agreement has not been signed or has been terminated in accordance with its terms and conditions.

Belfius Bank has acted as Sole Global Coordinator in this transaction. Belfius Bank, KBC Securities and ING Belgium have acted as Joint Bookrunners and Underwriters.

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Not for direct or indirect distribution, publication or release to or within the United States of America, Canada, Switzerland, Japan, South Africa, Australia or any other country or jurisdiction where its dissemination would be contrary to law. Other restrictions apply.

IMPORTANT INFORMATION

The information contained in this press release is not intended for dissemination, publication or distribution, directly or indirectly, in the United States or to American persons, or in Australia, Canada, Japan, South Africa or Switzerland. The information contained in this press release does not constitute an offer to subscribe to any securities in the United States, Australia, Canada, Japan, South Africa or Switzerland.

The securities may not be offered or sold in the United States unless they are registered under applicable law or exempt from registration. Atenor SA/NV has not registered the public offering in the United States, Canada, Japan, Australia, South-Africa or Switzerland.

This document is not a prospectus and investors may not subscribe to or acquire shares referred to in this document, except on the basis of information which shall be contained in the Prospectus.

ATENOR is an urban real estate development company with European expertise listed on the market of Euronext Brussels. Its mission is to provide, through its urban planning and architectural approach, adequate responses to the new requirements imposed by the evolution of urban and professional life. Within this framework, ATENOR invests in largescale real estate projects that meet strict criteria in terms of location, economic efficiency and respect for the environment. Reuters ATE0.BR - Bloomberg : ATEB BB

For more information, please contact Stéphan Sonneville SA, CEO or Sidney D. Bens, CFO +32-2-387.22.99 - +32-2-387.23.16 - e-mail : info@atenor.eu - www.atenor.eu