Aedifica SA

Share Issue/Capital Change • Mar 24, 2016

24 March 2016 – after closing of markets Under embargo until 17:40 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")

Acquisition of a rest home in Aarschot (Belgium)

Notification pursuant to Article 15 of the Act of 2 May 2007

Listing of new shares

• Acquisition of a newly constructed rest home in Aarschot (Belgium), comprising 60 single rooms and 24 assisted-living apartments
• Contractual value: approx. €12 million
• Initial gross rental yield: approx. 6 %
• Operator: Vulpia Group

Stefaan Gielens, CEO of Aedifica, commented: "Aedifica is delighted to announce the completion and acquisition of the Residentie Poortvelden rest home."

24 March 2016 – after closing of markets Under embargo until 17:40 CET

1. Acquisition of a rest home in Aarschot (Belgium)

Aedifica is pleased to announce the completion and acquisition of a senior housing site in Aarschot (Belgium). This operation is a part of the agreement in principle (announced on 12 June 2014¹ ) for acquisition of a portfolio of five rest homes in the province of Flemish Brabant in collaboration with B&R (the construction group).

Residentie Poortvelden

Description of the building

Residentie Poortvelden² is located in Aarschot (29,000 inhabitants, Province of Flemish Brabant), at approx. 20 km from Leuven and benefits from an excellent location in a residential area. The building was completed on 3 March 2016. The site comprises a rest home (60 residents) and an assisted-living apartment complex (24 apartments).

¹ See press release of 12 June 2014.

² Located Jan Hammeneckerlaan 4-4A in 3200 Aarschot (Belgium).

24 March 2016 – after closing of markets Under embargo until 17:40 CET

Description of the transaction

The Aedifica group acquired the property of the site on 24 March 2016.

The transaction was carried out in two phases:

• the contribution in kind of the bare ownership of the plot of land (by Serviceresidentie De Vrucht VZW, the previous owner). The contractual value of the plot of land amounts to approx. €1 million. The transaction was entirely financed by the issue of 22,093 new Aedifica shares. The new shares are fully paid-up, with no par value. These shares will be quoted on the stock market, in principle, as from 30 March 2016 and will give dividend rights for the current financial year, provided that the contributor will assume the expected dividend for the period from 1 July 2015 to 23 March 2016.
• the acquisition (by Aedifica and its subsidiary Aedifica Invest SA) of 100 % of the shares of the BVBA Woon & Zorg Vg Poortvelde, the superficiary owner of the plot of land and owner of the new construction (subsidiary of the B&R group). The contractual value of the building amounts to approx. €11 million. The transaction was financed using Aedifica's credit facilities.

The contract established for the rest home is an irrevocable triple net 27-year long lease. The Vulpia group will operate the assisted-living apartments under an agreement for the right of use. Aedifica may consider selling these assisted-living apartments to third parties, since they are considered as nonstrategic assets in this transaction. The initial gross (triple net) yield amounts to approx. 6 % for a contractual value³ of the entire site (including the plot of land) of approx. €12 million.

Description of the operator

The operator of the site is an entity of the Vulpia Group. Vulpia is a Belgian operator that has been active in the private senior care market since 2002. Vulpia currently operates approx. 2,250 beds and 300 assisted-living apartments and works with over 1.250 employees. The group already operates several sites of Aedifica.

³ The contractual value complies with the provisions of article 49 § 1 of the Belgian Act of 12 May 2014 on regulated real estate companies.

24 March 2016 – after closing of markets Under embargo until 17:40 CET

2. Notification pursuant to Article 15 of the Act of 2 May 2007

Following the abovementioned contribution in kind, 22,093 new Aedifica shares were issued. As a result, the total number of Aedifica shares now amounts to 14,192,032. All shares give full dividend rights for the current financial year (except for the 19,856 shares which were issued on 2 October 2015 and which grant prorata temporis dividend rights), provided that Serviceresidentie De Vrucht VZW will assume the expected dividend for the period from 1 July 2015 to 23 March 2016 related to the 22,093 actions issued today. Each share confers a right to vote at General Meeting. The total number of shares represents the denominator for notification purposes in the context of the transparency regulation. Upon completion of this transaction, Aedifica's total capital amounts to €374,496,272.11.

This information, as well as the information on the shareholding structure, is available on the Company's website (www.aedifica.be).

3. Listing of new shares

The 22,093 new Aedifica shares issued today will, in principle, be listed as from 30 March 2016. The number of listed shares will then amount to 14.172.176.

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This investment in Belgium demonstrates Aedifica's strategy in the senior housing segment, which aims to strengthen and improve existing sites, as well as to develop new projects in partnership with its tenants/operators. This strategy allows the Company to maintain a portfolio of high-quality buildings which generate attractive yields.

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

24 March 2016 – after closing of markets Under embargo until 17:40 CET

Aedifica is a Regulated Real Estate Company under Belgian law specialised in healthcare real estate, particularly in senior housing. Aedifica has developed a portfolio worth more than €1 billion in Belgium, Germany and in The Netherlands.

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 €847 million as of 29 February 2016.

Aedifica is included in the EPRA indices.

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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