Aedifica SA

M&A Activity • May 1, 2025

SUBJECT TO CERTAIN EXCEPTIONS, THIS PRESS RELEASE AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISCLOSURE OTHERWISE, WHETHER DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SWITZERLAND, SOUTH AFRICA, THE UNITED KINGDOM OR ANY OTHER STATE OR JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE LAWS OF THAT JURISDICTION OR WOULD REQUIRE ADDITIONAL DOCUMENTS TO BE COMPLETED OR REGISTERED, OR REQUIRE ANY MEASURE TO BE UNDERTAKEN IN ADDITION TO THE REQUIREMENTS UNDER BELGIAN LAW.

THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER, OR ANY SOLICITATION OF ANY OFFER, TO BUY OR SUBSCRIBE FOR ANY SECURITIES IN AEDIFICA OR COFINIMMO.

ANY OFFER WILL BE MADE ONLY IN COMPLIANCE WITH THE TAKEOVER ACT AND THE TAKEOVER DECREE (EACH AS DEFINED HEREIN), AND BY MEANS OF A PROSPECTUS TO BE APPROVED BY THE FSMA PURSUANT TO THE TAKEOVER DECREE AND SUBJECT TO THE TERMS AND CONDITIONS TO BE SET OUT THEREIN.

PRESS RELEASE Regulated information – Inside information

In accordance with article 8, §1 of the Belgian Royal Decree of 27 April 2007 on Public Takeovers (the 'Takeover Decree')

1 May 2025 – 19:45 CEST

AEDIFICA

Public limited liability company Public regulated real estate company under Belgian law Registered office: Rue Belliard 40 (box 11), 1040 Brussels Enterprise number: 0877.248.501 (RLE Brussels) ('Aedifica' or the 'Company')

AEDIFICA HAS SUBMITTED TO COFINIMMO A PROPOSAL IN RELATION TO A CONDITIONAL EXCHANGE OFFER FOR ALL SECURITIES WITH VOTING RIGHTS OF COFINIMMO

AEDIFICA LOOKS FORWARD TO ENGAGING IN DISCUSSIONS WITH COFINIMMO'S BOARD OF DIRECTORS FOLLOWING ITS ANALYSIS OF THE PROPOSAL

• Aedifica proposes a voluntary conditional exchange offer on all securities with voting rights of Cofinimmo (the "Cofinimmo Shares") (the "Proposed Exchange Offer") based on a proposed Exchange Ratio of 1.16 new Aedifica shares per Cofinimmo Share, leading to an Implied Offer Price1 of EUR 80.91 per Cofinimmo share (the "Exchange Ratio").
• The Implied Offer Price of EUR 80.91 per Cofinimmo Share represents a premium of 20.8%2 compared to Cofinimmo's undisturbed share price of EUR 67.00 on 30 April 2025 at 16h02 Brussels time (i.e., Cofinimmo's share price before the large uptick in trading volume that led to the suspension of the Cofinimmo Share) ("Cofinimmo's Undisturbed Share Price").
• The proposed Exchange Ratio represents a premium of 25.6%3 on Cofinimmo's Undisturbed Share Price, when both Cofinimmo's and Aedifica's Undisturbed Share

³ Comparing EUR 76.39 per Cofinimmo Share, calculated based on the Exchange Ratio multiplied by Aedifica's Undisturbed Share Price of EUR 69.75 adjusted for Aedifica's proposed gross dividend of EUR 3.90 per existing share for the financial year

¹ Namely, the value per Cofinimmo Share offered taking into account (i) the proposed exchange ratio of 1.16 new Aedifica shares per Cofinimmo Share and (ii) Aedifica's undisturbed share price of EUR 69.75 on 30 April 2025 at 16h02 Brussels time (i.e., Aedifica's share price before the large uptick in trading volume of Cofinimmo's share, which subsequently also led to the suspension of the Aedifica share) ("Aedifica's Undisturbed Share Price"), as further defined herein.

² Comparing the Implied Offer Price to Cofinimmo's Undisturbed Share Price of EUR 67.00.

Prices are adjusted for their proposed gross dividends for the financial year 2024, this is respectively EUR 6.20 per existing Cofinimmo Share and EUR 3.90 per existing Aedifica share. The payment of both proposed gross dividends is expected in May 2025.

• The Proposed Exchange Offer will, in addition to a minimum acceptance threshold of 50%+1 of the Cofinimmo Shares, be subject only to limited, customary closing conditions including (i) the respecting of a standstill by Cofinimmo, (ii) customary MAC provisions and (iii) unconditional merger approval (in a simplified or first phase) in Belgium, the Netherlands and Germany as well as FDI approval in France (or confirmation that it is not subject to FDI approval).
• The Proposed Exchange Offer does not require financing, but the share issuance will have to be approved by the EGM of Aedifica, which will be convened for such purposes by Aedifica on or about 12 June 2025.
• Aedifica has approached the Board of Cofinimmo in a cooperative spirit with the aim to achieve a recommended transaction and invited Cofinimmo's Board of Directors to enter into a Board Support Agreement with Aedifica on such terms as are customary for a transaction of this nature.
• Aedifica looks forward to engaging in discussions with Cofinimmo's Board of Directors following its analysis of the proposal.

Today, Aedifica wishes to inform the market of a proposal in relation to a conditional exchange offer for all securities with voting rights of Cofinimmo.

Aedifica's Proposed Exchange Offer is on an all-shares, voluntary basis for 100% of the Cofinimmo Shares based on a proposed exchange ratio of 1.16 new Aedifica shares per Cofinimmo Share.

Through the Proposed Exchange Offer, Aedifica intends to acquire all shares or at least a majority interest in Cofinimmo. Aedifica has the intention to proceed with a simplified squeeze-out in accordance with article 42 of the Takeover Decree if following the completion of the Proposed Exchange Offer the conditions thereto are met.

Considering Aedifica's Undisturbed Share Price of EUR 69.75, the Exchange Ratio offered represents a value of EUR 80.91 per existing Cofinimmo Share (the "Implied Offer Price"). This Implied Offer Price of EUR 80.91 per Cofinimmo Share represents a premium of 20.8%4 to Cofinimmo's Undisturbed Share Price.

The Exchange Ratio represents a premium of 25.6%5 on Cofinimmo's Undisturbed Share Price, when both Cofinimmo's and Aedifica's Undisturbed Share Price are adjusted for their proposed gross dividends for the financial year 2024, this is respectively EUR 6.206 per existing Cofinimmo Share

^2024, payable in May 2025, to EUR 60.80, calculated based on Cofinimmo's Undisturbed Share Price of EUR 67.00 adjusted for Cofinimmo's proposed gross dividend of EUR 6.20 per existing share for the financial year 2024, payable in May 2025.

⁴ Comparing the Implied Offer Price to Cofinimmo's Undisturbed Share Price of EUR 67.00.

⁵ Comparing EUR 76.39 per Cofinimmo Share, calculated based on the Exchange Ratio multiplied by Aedifica's Undisturbed Share Price of EUR 69.75 adjusted for Aedifica's Proposed Gross Dividend, to EUR 60.80, calculated based on Cofinimmo's Undisturbed Share Price of EUR 67.00 adjusted for Cofinimmo's Proposed Gross Dividend

⁶ This gross dividend of EUR 6.20 per existing share has been proposed by the board of directors of Cofinimmo and is expected to be approved by the ordinary general meeting of shareholders of Cofinimmo on 14 May 2025 and payable in May 2025.

("Cofinimmo's Proposed Gross Dividend") and EUR 3.907 per existing Aedifica share ("Aedifica's Proposed Gross Dividend" 8 ).

The Proposed Exchange Offer does not impact on each of Cofinimmo's and Aedifica's shareholders entitlement to receiving their respective Proposed Gross Dividend for the financial year 2024 to be paid in May 2025.

Strategic and Financial Rationale of the Transaction

The strategic and financial rationale of the Proposed Exchange Offer for both Aedifica's and Cofinimmo's stakeholders can be summarized as follows:

Aedifica

• The transaction will combine Aedifica's portfolio across its existing key markets with that of Cofinimmo (Belgium, Germany, the Netherlands, the UK, Finland and Ireland), increase its presence in Spain and grant a foothold in France and Italy.
• The combined portfolio is expected to further diversify the tenant profile with the weight of the top-10 tenants decreasing from approximately 47%9 at Aedifica to approximately 43%10 in the combined group.
• The improved scale of the combined group, with a GAV11 of EUR 12.1 billion12 , and a free-float market capitalization exceeding EUR 5.8 billion13, will strengthen the strategic positioning of the group and enhance its capital markets story.
• Aedifica's shareholders will continue to benefit from a strong capital structure, under a robust financial structure and balanced debt maturity profile, with a potential path to a positive credit rating action by S&P.
• Through the combination Aedifica's shareholders are to capture operating synergies, which are expected to drive mid-single digit accretion on EPRA earnings per share.
• In the event of a rating upgrade by S&P from BBB to BBB+, the combined entity could benefit from securing financing on more favorable terms, particularly in the bond market. This would allow Aedifica's shareholders to capture their share of financing synergies, in addition to the operating synergies.
• Lastly, the expected accretion of the EPRA earnings per share will create additional room to increase future dividend payments for Aedifica shareholders, while maintaining a sustainable pay-out-ratio of consolidated EPRA earnings.

⁷ This gross dividend of EUR 3.90 per existing share has been proposed by the board of directors of Aedifica and is expected to be approved by the ordinary general meeting of shareholders of Aedifica on 13 May 2025 and is expected to be made payable in May 2025.

⁸ Aedifica's Proposed Gross Dividend and Cofinimmo's Proposed Gross Dividend, are hereinafter together called the "Proposed Gross Dividends".

⁹ As published by Aedifica on 29 April 2025 in its Q1 2025 results

¹⁰ Based on the combined contractual rents of Aedifica and Cofinimmo as of 31 March 2025.

¹¹ GAV being the relevant company's gross asset value, i.e. fair value of its investment properties.

¹² Based on the combined reported GAV of Aedifica and Cofinimmo as of 31 March 2025.

¹³ Combined market capitalization of Aedifica and Cofinimmo based on FactSet data as of 16h02 CEST on 30 April 2025.

1 May 2025 – 19:45 CEST

Cofinimmo

• The transaction will result in an enhanced geographical diversification, offering an increased sizeable exposure in the UK, Finland (with an in-house development team) and Ireland, and will lead to a reduction of Belgium's contribution in the real estate portfolio from approximately 47%14 to 34%15 .
• The combined portfolio will enhance tenant diversification with the proportion of Cofinimmo's top-10 tenants decreasing from approximately 62%16 to around 43%17 by contractual (combined) rents, with the WAULT increasing to 1618 years (from 13 years currently).
• The weight of the office portfolio and of the distribution networks within Cofinimmo's portfolio is expected to be halved in the combined portfolios. It would reduce from the current 15%19 and 8%20 of GAV to 8%21 and 4%22, respectively.
• Moreover, Cofinimmo's shareholders are expected to benefit from improved scale and stock liquidity and a more robust financial structure, with a potential path to a positive credit rating action by S&P, coupled with an anticipated decrease in debt-to-asset ratio to 40.9%23 .
• By becoming part of the combined group, Cofinimmo's shareholders are expected to benefit from operating and financing synergies.
• The Proposed Exchange Offer will result in immediate value creation for Cofinimmo's shareholders as it will crystallize a 20.8%24 and 25.6%25 premium to Cofinimmo's Undisturbed Share Price and Cofinimmo's Undisturbed Share Price adjusted for Cofinimmo's Proposed Gross Dividend respectively.

¹⁴ Based on Cofinimmo's GAV as of 31 March 2025

¹⁵ Based on the combined GAV of Aedifica and Cofinimmo as of 31March 25

¹⁶ As published by Cofinimmo on 25 April 2025 in its Q1 2025 results

¹⁷ Based on the combined contractual rent of Aedifica and Cofinimmo as of 31 March 2025

¹⁸ Based on weighted average unexpired lease terms of Aedifica and Cofinimmo, weighted by respective GAV of each company as of 31 March 2025

¹⁹ Based on Cofinimmo's GAV as of 31 March 2025

²⁰ Based on Cofinimmo's GAV as of 31 March 2025

²¹ Based on the combined GAV of Aedifica and Cofinimmo as of 31 March 2025

²² Based on the combined GAV of Aedifica and Cofinimmo as of 31 March 2025

²³ Based on the debt-to-asset ratio of Aedifica of 39.9% and Cofinimmo of 41.8% as of 31 March 2025

²⁴ Comparing the Implied Offer Price to Cofinimmo's Undisturbed Share Price of EUR 67.00

²⁵ Comparing EUR 76.39 per Cofinimmo Share, calculated based on the Exchange Ratio multiplied by Aedifica's Undisturbed Share Price of EUR 69.75 adjusted for Aedifica's Proposed Gross Dividend, to EUR 60.80, calculated based on Cofinimmo's Undisturbed Share Price of EUR 67.00 adjusted for Cofinimmo's Proposed Gross Dividend

Exchange Ratio

For the purpose of the Exchange Ratio, the value per Aedifica share is based on Aedifica's EPRA NTA as of 31 March 2025 of EUR 77.8626 adjusted for Aedifica's Proposed Gross Dividend, whereas the value per Cofinimmo Share is based on Cofinimmo's EPRA NTA as of 31 March 2025 of EUR 94.5827 adjusted for (i) Cofinimmo's Proposed Gross Dividend, and (ii) the structurally challenged and low growth office sector28. As a result, it is the intention that each Cofinimmo shareholder will be offered 1.16 Aedifica shares for 1 Cofinimmo Share.

Significant Premium to Cofinimmo's Recent Trading levels and Equity Research Target Prices

Considering Aedifica's Undisturbed Share Price of EUR 69.75, the Exchange Ratio represents a value of EUR 80.91 per Cofinimmo Share (this is the "Implied Offer Price").

The Exchange Ratio represents:

• a premium of 20.8 29 and 25.6%30 compared to Cofinimmo's Undisturbed Share Price and Cofinimmo's Undisturbed Share Price adjusted for Cofinimmo's Proposed Gross Dividend, respectively;
• a premium of 31.0%, 39.5%, 36.8% and 33.9% compared to respectively Cofinimmo's 1-month, 3-month, 6-month and 12-month VWAP until 29 April 202531;
• an implied EPRA NTA discount of 2.9%32 based on each of Aedifica's and Cofinimmo's last reported EPRA NTA per share; and
• a premium of 24.5% and 24.5% compared to the median and mean target prices set by equity research analysts for Cofinimmo33, respectively.

²⁶ As published by Aedifica on 29 April 2025 in its Q1 2025 results

²⁷ As published by Cofinimmo on 25 April 2025 in its Q1 2025 results

²⁸ The correction applied to the value of the office portfolio of Cofinimmo as well as the justification thereof are set forth in the special board report. Such special board report sets forth in full detail the valuation methodologies and reference points used to determine the Exchange Ratio and will be published at the time of calling the extraordinary general meeting of shareholders of Aedifica to approve the share issuance.

²⁹ Comparing the Implied Offer Price to Cofinimmo's Undisturbed Share Price of EUR 67.00

³⁰ Comparing EUR 76.39 per Cofinimmo Share, calculated based on the Exchange Ratio multiplied by Aedifica's Undisturbed Share Price of EUR 69.75 adjusted for Aedifica Proposed Gross Dividend, to EUR 60.80, calculated based on Cofinimmo's Undisturbed Share Price of EUR 67.00 adjusted for Cofinimmo's Proposed Gross Dividend

³¹ Comparing the Implied Offer Price to Cofinimmo's 1M VWAP of EUR 61.76, 3M VWAP of EUR 58.00, 6M VWAP of EUR 59.16 and 12M VWAP of EUR 60.43

³² Calculated based on Aedifica's last reported EPRA NTA as of 31 March 2025 (being EUR 77.86) adjusted for Aedifica's Proposed Gross Dividend (then being EUR 73.96) multiplied by the Exchange Ratio, whereby the result is subsequently divided by Cofinimmo's last reported EPRA NTA as of 31 March 2025 (being EUR 94.58) adjusted for Cofinimmo's Proposed Gross Dividend (then being EUR 88.38)

³³ Comparing the Implied Offer Price to the median and mean equity research analysts' target price of Cofinimmo on 30 April 2025, being EUR 65.00 and EUR 65.01, respectively

Contact with Board of Directors of Cofinimmo

Prior to this announcement, Aedifica has reached out to Cofinimmo's Board of Directors offering to engage in discussions regarding Aedifica's voluntary conditional exchange offer on the Cofinimmo Shares, for the benefit of all stakeholders on fair and balanced terms.

Aedifica appreciates that Cofinimmo's Board of Directors has not yet been able to fully analyze the proposal.

Aedifica is looking forward to Cofinimmo's cooperation to establish a process to facilitate the Proposed Exchange Offer, once Cofinimmo's Board of Directors will have been able to do so.

However, due to the disclosure obligations in respect of inside information resting upon Aedifica under the Market Abuse Regulation ("MAR") and the limitations under MAR allowing to legitimately defer such disclosure, Aedifica is nevertheless being obliged to already proceed with the publication of this announcement.

1 May 2025 – 19:45 CEST

About Aedifica

Aedifica is a public regulated real estate company under Belgian law specialising in European healthcare real estate, particularly real estate for elderly care. Aedifica has built up a portfolio of 607 sites in Belgium, Germany, the Netherlands, the United Kingdom, Finland, Ireland and Spain, with a value of more than EUR 6.1 billion.

Aedifica is listed on Euronext Brussels (2006) and Euronext Amsterdam (2019) under the following codes: AED; AED:BB (Bloomberg); AOO.BR (Reuters).

Since 2020, Aedifica has been part of the BEL 20, the reference index of Euronext Brussels. In addition, since 2023, Aedifica has been included in the BEL ESG, the index that tracks companies that perform best on ESG criteria. Aedifica is also included in the EPRA, Stoxx Europe 600 and GPR indices. Its market capitalisation amounted to approximately EUR 3.3 billion as of 16:02 CEST on 30 April 2025.

For all additional information

Stefaan Gielens Chief Executive Officer stefaan.gielens@aedifica.eu

Delphine Noirhomme Investor Relations Manager

delphine.noirhomme@aedifica.eu

Ingrid Daerden Chief Financial Officer ingrid.daerden@aedifica.eu

Bob Boeckx Corporate Communications Manager

bob.boeckx@aedifica.eu

www.aedifica.eu

General restrictions and additional legal matters

This is a press release by Aedifica, pursuant to Article 8, §1 of the Takeover Decree. This announcement is for informational purposes only, does not purport to be complete and does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities. No tender offer for the Cofinimmo Shares has commenced at this time and article 15 of the Takeover Decree does not apply to this announcement. Whether, when and at what conditions the Proposed Exchange Offer will be made, is dependent on a number of factors, including general market conditions and the further evolution of the financial markets. Any offer will be made only in compliance with the Takeover Act and the Takeover Decree, and by means of a prospectus approved by the FSMA further to the Takeover Decree and subject to the terms and conditions to be set out therein.

1 May 2025 – 19:45 CEST

This press release does not constitute an offer to acquire, buy, subscribe for, sell or exchange securities (or the solicitation of an offer to acquire, buy, subscribe for, sell or exchange securities) in or from the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Switzerland, South Africa, the United Kingdom or any other jurisdiction where it would constitute a violation of the laws of such jurisdiction, and no such offer (or solicitation) may be made in any such jurisdiction. Any failure to comply with this restriction may constitute a violation of US, Australian, Canadian, Hong Kong, Japanese, South African, Swiss, UK, New Zealand or other applicable securities law. Any persons reading this announcement should inform themselves of and observe any such restrictions. The securities discussed herein have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act") or the securities laws of any state of the United States, and may not be offered, sold or delivered, directly or indirectly, in or into the United States without registration, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable state and other securities laws of the United States. There will be no public offering of securities in the United States.

In the United Kingdom, this press release is only being made to and directed at persons (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (ii) falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order, or (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). Any investment or investment activity to which this press relates will be available only to, and will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this press release or any of its contents.

The Proposed Exchange Offer, if and when made, will be made for all of the issued and outstanding shares of Cofinimmo, which is a public regulated real estate company in the form of a public limited liability company under Belgian law, and will be subject to Belgian disclosure and procedural requirements. The Proposed Exchange Offer will be made to Cofinimmo shareholders in the United States in compliance with the applicable US tender offer rules under the US Securities Exchange Act of 1934, as amended (the "US Exchange Act"), and otherwise in accordance with the requirements of Belgian law. Accordingly, the Proposed Exchange Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, the proposed timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer law and practice. The financial information included in this press release or to be included in the prospectus for the Proposed Exchange Offer has been prepared in accordance with applicable accounting standards in Belgium, and will not have been prepared in accordance with US GAAP, or derived therefrom, and may therefore differ from, and not be comparable with, financial information of US companies.

Aedifica and Cofinimmo and their respective affiliates or brokers (acting as agents for Aedifica, Cofinimmo or their affiliates, as applicable) may from time to time, and other than pursuant to the Proposed Exchange Offer, directly or indirectly, purchase, or arrange to purchase outside the United States, shares in Cofinimmo or any securities that are convertible into, exchangeable for or exercisable for such shares before or during the period in which the Proposed Exchange Offer remains open for acceptance, to the extent permitted by, and in compliance with, Rule 14e-5 under the US Exchange Act. Any such purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. To the extent required in Belgium, any information about such purchases will be made public in Belgium in the manner required by Belgian law. To the extent information about such purchases or arrangements to purchase is made public in Belgium, such information will be disclosed by means of a press release or other means reasonably calculated to inform persons in the United States of such information. In addition, affiliates of the financial adviser to Aedifica may engage in ordinary course trading activities in securities of Cofinimmo, which may include purchases or arrangements to purchase such securities.

Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved of the Proposed Exchange Offer, passed upon the merits or fairness of the Proposed Exchange Offer, or determined if this press release, the prospectus or other Proposed Exchange Offer documents are accurate or complete.

The Proposed Exchange Offer, if consummated, may have consequences under US federal income tax and applicable US state and local, as well as non-US, tax laws for Cofinimmo shareholders. Each Cofinimmo

1 May 2025 – 19:45 CEST

shareholder is urged to consult his or her independent professional adviser regarding the tax consequences of the Proposed Exchange Offer.

It may not be possible for Cofinimmo shareholders in the United States to effect service of process within the United States upon Aedifica, Cofinimmo, or their respective officers or directors, some or all of which may reside outside the United States, or to enforce against any of them judgments of the United States courts predicated upon the civil liability provisions of the federal securities laws of the United States or other US law. It may not be possible to bring an action against Aedifica, Cofinimmo, or their respective officers or directors (as applicable), in a non-US court for violations of US law, including the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement. In addition, it may be difficult to enforce in Belgium original actions, or actions for the enforcement of judgments of US courts, based on the civil liability provisions of the US federal securities laws.

The securities mentioned herein may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act ("FinSA") (unless in circumstances falling within article 36 of the FinSA), and no application has been made or will be made to admit the securities to trading on any trading venue (i.e., exchange or multilateral trading facility) in Switzerland. Neither this press release nor the prospectus or any other offering or marketing material relating to the Exchange Offer or the securities constitutes a prospectus within the meaning of the FinSA, and neither this press release nor the prospectus or any other offering or marketing material relating to the Exchange Offer or the securities may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this press release nor the prospectus or any other offering or marketing material relating to the Exchange Offer or the securities has been or will be filed with or approved by any Swiss regulatory authority. In particular, the prospectus will not be reviewed or approved by a Swiss reviewing body (Prüfstelle) pursuant to article 51 of the FinSA and does not comply with the disclosure requirements applicable to a prospectus within the meaning of article 35 of the FinSA.

This announcement is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, any jurisdiction in which such release, publication or distribution would be unlawful.

Cautionary Statement Regarding Forward-looking Statements

This press release contains forward-looking statements, including statements relating to the expected impact of the Proposed Exchange Offer on Aedifica, the expected synergies resulting therefrom, and the expected timing and completion of the Proposed Exchange Offer. Some of these forward-looking statements are characterized by the use of words such as, without being exhaustive: "believes", "thinks", "foresees", "anticipates", "seeks", "should", "plans", "expects", "contemplates", "calculates", "may", "will", "remains", "wishes", "understands", "intends", "has the intent", "relies on", "prospects", "pursues", "estimates", "trusts", "can", "searches to", "would" and other words and terms of similar meaning identify forward-looking statements.

Forward-looking statements are based on current plans, estimates, projections and expectations and are not guarantees of future performance. By their very nature, forward-looking statements are subject to risks, uncertainties, assumptions and other factors, many of which are outside the control of Aedifica, and are difficult to predict, and could cause actual results to differ materially from those expressed or implied in these forward-looking statements. Shareholders should not rely on these forward-looking statements. Aedifica expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained in this press release to reflect any new information, change in the expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, except as required by applicable law or by any competent regulatory authority.