Xior Student Housing

Share Issue/Capital Change • Oct 25, 2019

PRESS RELEASE – ADVERTISING

25 October 2019, 2.45 p.m. (CET)

Regulated Information – Inside Information

Capital increase of approx. EUR 205.7 million fully subscribed

Results of the Offer and the amount payable to holders of Irreducible Allocation Rights that have not been exercised (or have been qualified as such)

NOT FOR 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 OR OTHER RESTRICTIONS APPLY.

Public offering for subscription to a maximum of 4,783,282 New Shares in the context of a capital increase in cash within the authorised capital with Irreducible Allocation Right for a maximum amount of EUR 205,681,126.00.

Result of the sale of Scrips

Antwerp, Belgium – 25 October 2019 – Xior Student Housing NV announces the results of the Offer and the amount payable to holders of Irreducible Allocation Rights that have not been exercised or have been qualified as such after the full subscription of the capital increase for an amount of approximately EUR 205.7 million.

During the Subscription Period, which ended on 24 October 2019, 4,451,595 New Shares, or 93.1% of the total number of New Shares on offer were subscribed with Irreducible Allocation Rights.

All 995,062 Irreducible Allocation Rights, represented by coupon no. 11, which (i) relate to non-exercised Irreducible Allocation Rights at the end of the Subscription Period or (ii) relate to exercised registered Irreducible Allocation Rights at the end of the Subscription Period for which the total Issue Price was not paid on time (and which therefore qualify as non-exercised Irreducible Allocation Rights), were sold on 25 October 2019 in the form of Scrips via an exempted accelerated private placement with the composition of an order book, as described in Chapter 8.1.4 of the Prospectus. The purchasers of the Scrips have therefore subscribed to the 331,687 New Shares still available at the same price and under the same conditions as applicable to the subscription by exercising the Irreducible Allocation Rights, i.e. 1 New Share (at EUR 43.00 per New Share) for 3 Irreducible Allocation Rights in the form of Scrips. The total order book in the accelerated private placement amounted to more than 10 times the number of available New Shares.

The gross proceeds from the 100% subscribed for New Shares are EUR 205,681,126.00 after the Subscription Period with Irreducible Allocation Rights and the exempt accelerated private placement of Scrips. The net proceeds from the Offer (after deduction of the costs of the Offer) are estimated at EUR 201.7 million.

"We particularly wish to thank all of our investors for making this transaction another successful capital increase. This confirms our investors' confidence in Xior's international expansion strategy. The completion of this transaction marks another very important milestone in the company's further expansion and allows us to continue to pursue our growth strategy with conviction in Iberia and in the Benelux", Xior CEO Christian Teunissen said.

The net proceeds from the sale of the Scrips minus the costs, expenses and charges of any kind incurred by the Company (the Excess Amount) paid to the holders of Irreducible Allocation Rights that have not been exercised or have been qualified as such are EUR 1.99 per Scrip. Xior expects this amount to be available and paid out on presentation of coupon no. 11 from 4 November 2019.

Payment and delivery of the New Shares is expected to take place on 29 October 2019. In principle, the New Shares will be admitted to trading on the regulated market of Euronext Brussels from the same date. After this transaction, the number of issued Xior shares will rise from 14,349,847 to 19,133,129.

Trading in the Company's shares on the Euronext Brussels regulated market was suspended today, 25 October 2019, at the Company's request, from the market opening, in the lead-up to the announcement of the results of the subscription with Irreducible Allocation Rights and the exempt accelerated private placement of the Scrips. Now that this phase has been successfully completed, the Company has requested the lifting of the suspension.

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Belfius Bank, BNP Paribas Fortis and ING Belgium acted as Joint Global Coordinators and Joint Bookrunners, and Kempen and Natixis acted as Co-Lead Managers.

PRESS RELEASE – ADVERTISING

25 October 2019, 2.45 p.m. (CET)

Regulated Information – Inside Information

For more information, please contact:

Xior Student Housing NV
Mechelsesteenweg 34, box 108
2018 Antwerp

Christian Teunissen, CEO Frederik Snauwaert, CFO

www.xior.be

info@xior.be T +32 3 257 04 89 Xior Investor Relations: Sandra Aznar Head of Investor Relations

ir@xior.be T +32 3 257 04 89

About Xior Student Housing

Xior Student Housing NV is the first and only Belgian public regulated real estate company (RREC) in the student housing sector operating in Belgium, the Netherlands, Portugal and Spain. Within this property segment, Xior Student Housing offers a variety of accommodation, ranging from rooms with shared facilities to en-suite rooms and fully-equipped studios. Since 2007, Xior Student Housing has been operating as the owner and manager of high-quality, reliable student housing for students looking for the ideal place to study, live and relax. A place with that little bit extra, where every student immediately feels at home.

Xior Student Housing has been accredited as a public RREC under Belgian law since 24 November 2015. Xior Student Housing's shares have been listed on Euronext Brussels (XIOR) since 11 December 2015. On 30 September 2019, Xior Student Housing held a property portfolio worth approximately EUR 1.0 billion. More information is available at www.xior.be.

Xior Student Housing NV, Public RREC under Belgian law (BE-REIT) Mechelsesteenweg 34, box 108, 2018 Antwerp, Belgium BE 0547.972.794 (Antwerp Register of Legal Entities, Antwerp Division)

Disclaimer

These written materials are not for distribution in or to persons resident in the United States of America, Australia, Canada, Japan, South Africa or Switzerland. The information contained herein does not constitute an offer of securities for sale in the United States of America, Australia, Canada, Japan, South Africa or Switzerland.

The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act), or the laws of any state or other jurisdiction, and may not be offered or sold within the United States of America except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state laws. No public offering of securities will be made in the United States of America.

This information does not constitute an offer or invitation to proceed to an acquisition of or subscription for the Company's securities, nor an offer or invitation to proceed to an acquisition of or subscription for the Company's securities in the United States of America, Switzerland, Canada, Australia, Japan, South Africa or in any other jurisdiction where such offer or invitation is not allowed without registration or qualification under the applicable legislation of the relevant jurisdiction, or where such offer or invitation does not meet the required conditions under the applicable legislation of the relevant jurisdiction.

PRESS RELEASE – ADVERTISING 25 October 2019, 2.45 p.m. (CET)

Regulated Information – Inside Information

This information and any materials distributed in connection with this information are not directed to, or intended for distribution to or use by, any person or entity that is a citizen or resident of or located in the United States of America, Switzerland, Canada, Australia, Japan, South Africa or any other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction. Any failure to comply with these restrictions may constitute a violation of the laws or regulations of the United States of America, Switzerland, Canada, Australia, Japan, South Africa or any other jurisdiction. The distribution of this information in other jurisdictions than Belgium, may be restricted by laws or regulations applicable in such jurisdictions. All persons in possession of this information must inform themselves about, and comply with, any such restrictions.

An investment in shares entails significant risks. Relevant investors are encouraged to read the Prospectus that is made available on the website of Xior Student Housing NV/SA, www.xior.be.

This document is not a prospectus and investors should not subscribe for or purchase any shares referred to herein except on the basis of the information contained in the Prospectus. Potential investors must read the Prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the securities. The approval of the Prospectus should not be understood as an endorsement of the securities offered or admitted to trading on a regulated market where the advertisement contains a reference to the approval of the Prospectus by the FSMA.