Aedifica SA

M&A Activity • Sep 12, 2013

12 September 2013 – After closing of markets Under embargo until 17:40 CET

Aedifica signs purchase agreements for 2 rest homes in Germany

• 2 recently constructed rest homes in Saxony, totalling 200 beds
• Contractual value of the 2 rest homes: approx. €13 million
• Initial gross rental yield of approx. 7.5%
• Local operators: subsidiaries of AGO Betriebsgesellschaft für Sozialeinrichtungen mbH
• Aedifica is the first Belgian REIT to invest in Germany
• Aedifica completes the acquisition of its first German portfolio, comprising 3 recently constructed rest homes1

Stefaan Gielens, CEO of Aedifica, commented: "Investing in German rest homes is the logical next step in Aedifica's effort to diversify its assets within its main strategic segment, senior housing. Germany presents a significant investment opportunity in this segment: it offers the largest European market and an even stronger demographic trend toward a population ageing than that observed in Belgium. Care operators continue to grow and consolidate and, as in all Western European countries, the need for financing solutions for real estate infrastructure in the healthcare sector will inevitably grow. Finally, Germany offers the best risk profile of any country in the Eurozone. This completes the acquisition of a portfolio of three high quality rest homes. The acquisition was made in two stages beginning with the announcement of 20 June 2013."

¹ Of which one was already announced in the press release of 20 June 2013.

12 September 2013 – After closing of markets Under embargo until 17:40 CET

Aedifica is pleased to announce the signing on 12 September 2013 of the purchase agreements for two rest homes in Germany. These agreements signed in front of the notary in Frankfurt are subject to the usual outstanding conditions in Germany (mainly of administrative nature). The conditions should in principle be lifted during the course of the 2nd quarter of the 2013/2014 financial year. The purchase price will be paid at that time, and the property and full use of the buildings will automatically be acquired.

The operation will be financed using Aedifica's credit facilities and by taking over existing credit facilities (granted by the Bank für Sozialwirtschaft) attached to the building.

Description of the buildings:

The "Seniorenzentrum AGO Dresden"2 is located in a residential area of the beautiful baroque city of Dresden, the capital of Saxony. It is close to shops and public transportation and a main artery of the Löbtau district. Built in 2012, it contains 116 beds in 107 rooms.

The "Seniorenzentrum AGO Kreischa"3 is located in a bucolic environment in the commune of Kreischa in Saxony, approx. ten kilometres from the city of Dresden. The rest home benefits from an excellent localisation along the Kurpark (the central park of Kreischa), close to shops, the town hall and the Klinik Bavaria (one of most important rehabilitation clinics in the country). Built in 2011, it contains 84 beds in 77 rooms.

These two establishments are operated by subsidiaries of the AGO Betriebsgesellschaft für Sozialeinrichtungen mbH ("AGO group"). The contracts in place with the operator are irrevocable long term leases with double net structure, meaning the repair and maintenance of the roof, structure and facades of the building remains the responsibility of the owner. The average remaining lease maturity of the two leases is approx. 23 years. Thanks to the good quality of the buildings, the initial gross rental yield (double net) for the two rest homes will amount to approx. 7.5%. The contractual value4 of the two buildings will amount to approx. €13 million.

² Located Wernerstraße 37 in 01159 Dresden in Germany. ³ Located Dresdner Straße 4-6 in 01731 Kreischa in Germany. ⁴ The contractual value complies with the provisions of article 31 §1 of the Royal Decree of 7 December 2010 regarding Belgian REITs.

12 September 2013 – After closing of markets Under embargo until 17:40 CET

Description of the operator:

The AGO group5 is a quality operator in the healthcare industry and has an excellent reputation in the German market. It operates more than ten establishments and has its headquarters in Cologne.

Aedifica looks forward to this collaboration with a reputable player in the German care and housing sector.

German portfolio:

Once the outstanding conditions are lifted, Aedifica's acquisition of its first German portfolio will be complete. The portfolio will comprise three rest homes in North Rhine-Westphalia and Saxony, with a total capacity of 280 beds. The three rest homes are recent constructions which offer comfortable living spaces and excellent locations. The contractual value of the portfolio will amount to approx. €21 million.

Not only is this Aedifica's first investment abroad since the Company's creation in 2005, it is also the first investment of any Belgian REIT in the German market.

These investments in Germany are consistent with Aedifica's strategy in the senior housing segment. They allow for better diversification of tenants and extend the Company's operations in a market which tends to structure itself at a European level. This first portfolio acquisition abroad also follows changes in Belgian law, which recently opened the European market to residential Belgian REITs6 .

For technical reasons, the purchase agreements (subject to the usual outstanding conditions in Germany, mainly of administrative nature) were signed in two stages: the first took place on 20 June 2013 (concerning the "Seniorenzentrum AGO Herkenrath" rest home in Bergisch Gladbach) and the second on 12 September 2013 (concerning the "Seniorenzentrum AGO Dresden" and "Seniorenzentrum AGO Kreischa" rest homes in Saxony). Conditions on the purchase of the "Seniorenzentrum AGO Herkenrath" rest home were lifted in July 2013; the purchase price was paid at that time. The property and the full use of that building was automatically acquired on 1 August 2013. Recall that this rest home is located 20 km from Cologne (the 4th largest city in Germany in terms of number of inhabitants), in the centre of Herkenrath, part of the city of Bergisch Gladbach in North Rhine-Westphalia. Built in 2010, it contains 80 beds in 80 single rooms.

⁵ AGO Betriebsgesellschaft für Sozialeinrichtungen mbH (www.ago-sozialeinrichtungen.de). ⁶ Recall that the Programme law of 27 December 2012 provides that as from 1st January 2013, the withholding tax on dividends amounts in principle to 25 %. As a Belgian REIT investing directly at least 60% of its property in housing located in a state member of the European Economic Area and affected or exclusively aiming housing in accordance with articles 171, 3° quater and 269, 3° of the Belgian Income Tax Code, Aedifica benefits from a reduction of the withholding tax to 15%. The concept of housing includes single-family houses and collective housing such as apartment buildings and rest homes. The investment threshold of 60% will be increased to 80 % as from 1st January 2015. As of 30 June 2013, this percentage already reached 80% for Aedifica. Taken into account the development projects in progress, it should quickly exceed the 80% threshold.

12 September 2013 – After closing of markets Under embargo until 17:40 CET

German market:

Population ageing and increasing life expectancies affect both the German and Belgium markets, but based on populations of very different size. Germany has about 81 million inhabitants, of which approximately 16 million (20%) are over 65 and an estimated 8 million (10%) are over 75. The Belgian market is much smaller; its total population of approximately 11 million includes approximately 2 million (18%) aged over 65 and 1 million (9%) over 75. Population ageing will be further augmented by the generation of baby boomers reaching 60 years of age over the next decade. Consequently, the need for specific senior housing will increase in the next decades.

Currently, there are approx. 800,000 beds in more than 11,000 rest homes in Germany. These are operated by not-for-profit operators (approx. 55%), private operators (approx. 40%) or public operators (approx. 5%), in a very fragmented market. The market share of the five biggest operators is estimated at approximately 8%.

According to some market studies, the capacity of rest homes should increase by approximately 380.000 units by 2030. Thus, the ageing population offers significant growth potential and opportunities for consolidation in the collective senior housing sector in Germany.

12 September 2013 – After closing of markets Under embargo until 17:40 CET

Situation after the abovementionned transaction:

Once the abovementioned outstanding conditions are lifted, the fair value of Aedifica's portfolio of marketable investment properties will amount to approx. €672 million (€685 million for Aedifica's total portfolio, including development projects)7 .

Aedifica will then have 133 marketable investment properties, with a total surface area of approx. 343,000 m² , consisting mainly of:

• 43 rest homes comprising 4,228 beds, 2 assisted-living buildings comprising 61 serviced apartments and 1 building offering permanent housing for persons with a mental disability;
• 838 apartments, of which:
• 543 unfurnished apartments;
• 295 furnished apartments;
• 6 hotels comprising 521 rooms.

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

• 60% senior housing;
• 29% apartment buildings, of which:
• 20% unfurnished
• and 9% furnished;
• 11% hotels and other building types.

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

• 97% in Belgium, of which:
• 42% in Brussels;
• 39% in Flanders;
• and 16% in Wallonia.
• 3 % in Germany.

Other investments are currently under consideration.

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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.

⁷ Based on the fair value of investment properties as of 30 June 2013, the contractual value of the buildings announced in the press release on 29 August 2013 and the contractual value of the abovementioned buildings.

12 September 2013 – After closing of markets Under embargo until 17:40 CET

Aedifica is a Belgian listed property company investing in residential real estate. Aedifica has developed a real estate portfolio of more than 650 million €, with investment activities focussed on two strategic pillars:

- apartment buildings in the Belgium's main cities;

- senior housing in Belgium and Germany.

Aedifica is a Belgian REIT quoted on the NYSE Euronext Brussels (continuous market) (AED; Bloomberg (AED: BB); Reuters (AOO.BR)).

Its market capitalisation was 470 million € as of 30 June 2013.

Aedifica is included in the EPRA indexes.

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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