Aedifica SA

Share Issue/Capital Change • Jun 30, 2023

PRESS RELEASE Regulated information – Inside information

30 June 2023

AEDIFICA

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

Public Offering in Belgium of up to 7,315,402 New Shares within the framework of a capital increase in cash within the authorised capital without preferential statutory subscription right, but with Priority Allocation Rights in an amount of up to EUR 380,400,904.00

Capital increase entirely subscribed

Result of the Private Placement of Scrips – Resumption of trading of the Share¹

After the Public Offering in Belgium and the successful exempt Private Placement of Scrips by the Joint Bookrunners to Belgian and international institutional investors in the form of an "accelerated bookbuilding" (an accelerated private placement with composition of an order book), executed outside the United States in accordance with Regulation S of the US Securities Act, and more precisely in the EEA, the United Kingdom and Switzerland in accordance with the applicable rules and regulations in such jurisdictions (the "Private Placement of Scrips"), the Company announces that existing shareholders and new investors have subscribed for 100% of the New Shares offered for a total amount of EUR 380,400,904.00.

During the Public Offering, which closed on 29 June 2023 (16:00 CEST), 5,989,188 New Shares, or 81.87% of the maximum number of New Shares offered for subscription, had been subscribed for.

The 7,294,183 Priority Allocation Rights, represented by coupon no. 32, which were not exercised during the Subscription Period or were qualified as such, have been sold, on 30 June 2023, in the form of Scrips through the Private Placement of Scrips. Buyers of Scrips thus subscribed for 1,326,214 New Shares at the same price and at the same Subscription Ratio as was applicable to the subscription through the exercise of Priority Allocation Rights, i.e., 2 New Shares (at EUR 52.00 per New Share) for 11 Priority Allocation Rights in the form of Scrips.

¹ Unless specified otherwise in this press release, the capitalised terms in this press release have the meaning as defined in the Prospectus prepared in the context of the Offering.

PRESS RELEASE Regulated information – Inside information

30 June 2023

The net proceeds from the sale of the Scrips (i.e., after deduction of the costs, expenses and charges of all kinds incurred by the Company in the context of the Private Placement of Scrips) (the "Excess Amount"), due to the holders of unexercised (or qualified as such) Priority Allocation Rights, amount to EUR 0.72 per unexercised (or qualified as such) Priority Allocation Right. The Company expects that this amount shall be paid to these holders as from 7 July 2023.

Stefaan Gielens, CEO of Aedifica, commented: "We are grateful for the success of the capital increase. We wish to expressly thank all shareholders both for the intense dialogue with the company during the many roadshows over the past two weeks, and for the support clearly shown by the take-up during the subscription period – which is fully in line with our previous rights issues – and the oversubscription of the rump placement."

The delivery of the New Shares will take place (and payment for the New Shares resulting from the exercise of Priority Allocation Rights attached to dematerialised shares or of Scrips will be made by debiting the subscribers' accounts, with value date) on 4 July 2023. The New Shares will be tradable on the regulated markets of Euronext Brussels and Euronext Amsterdam, in principle as from the same date.

The trading of the shares of the Company on the regulated markets of Euronext Brussels and Euronext Amsterdam was, at the Company's request, suspended as from the opening of the markets on 30 June 2023 until the publication of this press release relating to the results of the Private Placement of Scrips and the Excess Amount. As this phase has been successfully completed, lifting of the suspension has been requested by the Company.

ABN AMRO (in cooperation with ODDO BHF in the context of the Private Placement of Scrips), BNP Paribas Fortis and Société Générale acted as Joint Global Coordinators and Joint Bookrunners and Belfius Bank (in cooperation with Kepler Cheuvreux), Berenberg, ING Belgium, J.P. Morgan and KBC Securities, acted as Joint Bookrunners in this transaction.

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PRESS RELEASE Regulated information – Inside information

30 June 2023

About Aedifica

Aedifica is a Regulated Real Estate Company under Belgian law specialised in European healthcare real estate, particularly in elderly care. Aedifica has developed a portfolio of more than 620 sites in Belgium, Germany, the Netherlands, the United Kingdom, Finland, Sweden, Ireland and Spain, worth more than €5.7 billion.

Aedifica is listed on Euronext Brussels (2006) and Euronext Amsterdam (2019) and is identified by the following ticker symbols: AED; AED:BB (Bloomberg); AOO.BR (Reuters).

Since 2020, Aedifica has been part of the BEL 20, Euronext Brussels' leading share index. Moreover, since 2023, Aedifica has been part of the BEL ESG, the index tracking companies that perform best on ESG criteria. Aedifica is also included in the EPRA, Stoxx Europe 600 and GPR indices. Aedifica's market capitalisation was approx. €2.2 billion as of 29 June 2023.

For all additional information

Stefaan Gielens mrics Chief Executive Officer

T +32 2 626 07 72 stefaan.gielens@aedifica.eu

Delphine Noirhomme

Investor Relations Manager

T +32 2 626 07 70 delphine.noirhomme@aedifica.eu Ingrid Daerden Chief Financial Officer

T +32 494 573 115 ingrid.daerden@aedifica.eu

www.aedifica.eu

PRESS RELEASE Regulated information – Inside information

30 June 2023

IMPORTANT INFORMATION

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

This information is an advertisement and not a prospectus and investors should not purchase or subscribe for any securities referred to in this information except on the basis of information in the prospectus published by Aedifica SA/NV ("Aedifica" or the "Company") on 22 June 2023 in connection with the offering (the "Prospectus"). Copies of the Prospectus are, subject to restrictions set forth in the Prospectus, available at Aedifica's registered office at Belliardstraat 40 (box 11), 1040 Brussels, Belgium and on the website www.aedifica.eu and are also available upon request at ABN AMRO Bank N.V., BNP Paribas Fortis SA/NV, Belfius Bank SA/NV (acting together with its subcontractor Kepler Cheuvreux SA), ING Belgium SA/NV, and KBC Securities NV.

This information does not contain a solicitation for money, securities or other considerations and, if sent in response to the information contained herein, will not be accepted. This announcement contains statements which are "forwardlooking statements" or could be considered as such. These forward-looking statements can be identified by the use of forward-looking terminology, including the words 'believe', 'estimate', 'anticipate', 'expect', 'intend', 'may', 'will', 'plan', 'continue', 'ongoing', 'possible', 'predict', 'plans', 'target', 'seek', 'would' or 'should', and contain statements made by the company regarding the intended results of its strategy. By their nature, forward-looking statements involve risks and uncertainties and readers are warned that none of these forward-looking statements offers any guarantee of future performance. The Company's actual results may differ materially from those predicted by the forward-looking statements. The company makes no undertaking whatsoever to publish updates or adjustments to these forward-looking statements, unless required to do so by law.

The Company's securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act"), or under the laws of any state or other jurisdiction in the United States of America, 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 US 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, Canada, Japan, Australia, South Africa, Switzerland, the United Kingdom or 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.

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, Canada, Japan, Australia, 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.

In the United Kingdom, this information is directed only at persons qualifying as "qualified investors" (as defined in article 2(e) of Regulation (EU) 2017/1129 as amended and as it forms part of domestic law pursuant to the European Union (Withdrawal) Act 2018 and the European Union (Withdrawal Agreement) Act 2020) who are also (i) "investment professionals" (as defined in article 19(5) of Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) "high net worth companies, unincorporated associations etc." (as defined in article 49(2)(a) to (d) of the Order), (iii) "sophisticated investors" (as defined in article 50(1) of the Order (subject to the requirements contained in article 50(3) of the Order)), or (iv) persons to whom it may otherwise lawfully be communicated (all such persons, "Relevant Persons"). Any investment activity to which this document relates will only be available to and will only be engaged in with, Relevant Persons. No person who is not a Relevant Person may act or rely on this document or any of its contents.

In Switzerland, this information is directed only at persons qualifying as "professional clients" as defined in article 4 of the Swiss Financial Services Act (Finanzdienstleistungsgesetz) of 15 June 2018, as amended (the "FinSA"), in accordance with the prospectus exemption provided for in article 36(a) of the FinSA (such persons, "Professional Clients"). Any investment activity to which this document relates will only be available to and will only be engaged in with, Professional Clients. Any person who is not a Professional Client should not act or rely on this document or any of its contents.

Any failure to comply with these restrictions may constitute a violation of the laws or regulations of the United States of America, Canada, Japan, Australia, South Africa, Switzerland, the United Kingdom 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 Aedifica, www.aedifica.eu.

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.