Aedifica SA

Share Issue/Capital Change • Jun 25, 2015

PRESS RELEASE Regulated information

25 June 2015 – Before opening of markets Under embargo until 8:00 CET

AEDIFICA

Public limited liability company Public regulated real estate company under Belgian law Registered office: avenue Louise 331-333, 1050 Brussels Enterprise number: 0877.248.501 (RLE Brussels) (the "Company")

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

Public Offering of maximum 3,121,318 New Shares within the framework of a capital increase in cash with Priority Allocation Rights in an amount of maximum €152,944,582

75.6% of the New Shares subscribed after the Subscription Period with Priority Allocation Rights

During the Subscription Period with Priority Allocation Rights, which closed on 23 June 2015, 2,360,352 New Shares have been subscribed to, or 75.6% of the maximum amount of New Shares offered for subscription.

The 2,663,381 Priority Allocation Rights, represented by coupon No. 13, which have not been exercised during the Subscription Period, will be sold as Scrips on 25 June 2015 within the framework of an accelerated exempt private placement as described in the Securities Note. This transaction will take place as from the publication of this press release. Purchasers of Scrips shall subscribe to the available New Shares at the same price and at the same ratio as applicable for the subscription through the exercise of Priority Allocation Rights. The net proceeds of the sale of these Scrips (the "Surplus Amount") will be paid upon submission of coupon No. 13, as of 1 July 2015, unless the net proceeds of the sale per Scrip amount to less than €0.05, in which case the net proceeds will be transferred to the Company.

The result of the subscriptions to New Shares resulting from the exercise of Scrips and the Surplus Amount owed to holders of unexercised Priority Allocation Rights shall be published in a press release on 25 June 2015 after the private placement of the Scrips and in the Belgian financial press on 26 June 2015.

The payment and delivery of the New Shares shall be carried out with a value date as per 29 June 2015. The New Shares will in principle be tradable on the regulated market of Euronext Brussels as from the same date.

PRESS RELEASE Regulated information

25 June 2015 – Before opening of markets Under embargo until 8:00 CET

The Company has requested the suspension of the trading of its Shares on the regulated market of Euronext Brussels, in order to proceed to the private placement of the Scrips. After completion of this operation, the suspension of trading will be lifted.

ING Belgium acts as Sole Global Coordinator in this transaction, Bank Degroof, BNP Paribas Fortis, ING Belgium and KBC Securities act as Joint Bookrunners and Belfius Bank acts as Co-Lead Manager.

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The English version of this press release constitutes a free translation of the Dutch language text and is made for information purposes only. In case of inconsistency with the Dutch version or inaccuracy of the English translation, the Dutch text shall prevail.

Aedifica is a public Regulated Real Estate Company under Belgian law specialised in residential property. Aedifica has developed a portfolio worth more than €900 million, focused on two strategic pillars:

• - senior housing in Belgium and Germany;
• - apartment buildings in Belgium's main cities.

Aedifica has been quoted on the Euronext Brussels (continuous market) since 2006 and is identified by the following ticker symbols: AED; AED:BB (Bloomberg); AOO.BR (Reuters).

The Company's market capitalisation was €555 million as of 24 June 2015.

Aedifica is included in the EPRA indices.

For all additional information

PRESS RELEASE Regulated information

25 June 2015 – Before opening of markets Under embargo until 8:00 CET

IMPORTANT INFORMATION

These written materials are not, directly or indirectly, for distribution, publication, or release to or within the United States or to US persons or to or within Australia, Canada, Switzerland or Japan. The information contained herein does not constitute an offer of securities for sale in the United States, Australia, Canada, Switzerland or Japan.

The securities may not be offered or sold in the United States unless they are registered under applicable law or exempt from registration. Aedifica NV/SA does not intend to register any portion of the offer in the United States or to conduct a public offer of securities in the United States. No money, securities or other consideration is being solicited and, if sent in response to the information contained herein, will not be accepted.

A prospectus will be published in relation to the offer of shares by Aedifica NV/SA. A copy of the prospectus, when published, will be available on the website of Aedifica NV/SA.

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.