Care Property Invest NV/SA

Share Issue/Capital Change • Jun 23, 2020

Confidential

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, SWITZERLAND, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL

Free translation. The Dutch version will prevail.

PRESS RELEASE

REGULATED INFORMATION – INSIDE INFORMATION 23 June 2020 – 11.00 a.m. CEST For immediate release

CARE PROPERTY INVEST

Public limited liability company (société anonyme/naamloze vennootschap) Public Regulated Real Estate Company (Société Immobilière Réglementée (SIR) / Gereglementeerde Vastgoedvennootschap (GVV)) under Belgian Law Registered office: Horstebaan 3, 2900 Schoten, Belgium Enterprise number 0456.378.070 (RPR Antwerp, Antwerp division) (the 'Company')

ISSUANCE OF UP TO 2,191,821 NEW SHARES VIA AN ACCELERATED BOOKBUILD OFFERING WITH INTERNATIONAL INSTITUTIONAL INVESTORS

Schoten, Belgium – 23 June 2020

• Care Property Invest is launching a capital increase in cash via an accelerated bookbuild offering to continue its growth strategy, with cancellation of the preferential subscription right of, and without allocation of an irreducible allocation right to, existing shareholders
• The capital increase envisages the issuance of approximately up to 2,191,821 new shares, corresponding to maximum approximately 10% of the current share capital
• The new shares will be issued with coupon no. 13 attached and are therefore entitled to a pro rata temporis part of the dividend related to the current financial year, i.e., as of 29 May 2020. Coupon no. 12, with an estimated value of €0.32, was detached on 28 May 2020 after market close
• Care Property Invest has requested the suspension of the trading of its shares on the Euronext Brussels regulated market until the results and the pricing of the accelerated bookbuild offering are published in a press release, which is expected on or around 23 June 2020
• The Company will use the proceeds from the capital increase to increase its financial purchasing power and to strengthen its shareholders' equity in order to accelerate its growth in portfolio size and finance its investment pipeline.
• The expected proceeds from the capital increase have a pro-forma impact of c. -8% on the estimated debt ratio as per 30 June 2020 (from c. 54% to c. 46%). The debt ratio as per Q1 2020 was 45.85%.
• KBC Securities SA/NV and Belfius Bank NV/SA are acting as Joint Global Coordinators and Joint Bookrunners.

Peter Van Heukelom, CEO of Care Property Invest:

'This capital increase will allow Care Property Invest to accelerate the development of its healthcare real estate portfolio and to enhance its position as reference in its market, while delivering a solid and stable dividend yield.'

Structure

The Capital Increase shall take place by means of a private placement via an accelerated bookbuild offering to eligible investors through the Joint Global Coordinators outside of the United States of America, on the basis of Regulation S under the US Securities Act of 1993, as amended (the 'US Securities Act'), in (x) the EEA and the United Kingdom, to (i) qualified investors (within the meaning of Article 2(e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, as amended from time to time (the 'Prospectus Regulation')) and, as the case may be, (ii) to a maximum of 149 natural or legal persons per member state of the EEA or the United Kingdom, other than qualified investors, who acquire shares for a total consideration of at least EUR 100,000 per investor, for each separate offer, in accordance with the prospectus exemption laid down in articles 1.4(a), (b) and (d) and 1.5(a) of the Prospectus Regulation, (y) Switzerland, to less than 100 'qualified investors' in accordance with article 10, section 3 of the Swiss Act of 23 June 2006 on Collective Investment Schemes, as amended from time to time ('CISA'), as well as in (z) other selected jurisdictions, to certain qualified and/or institutional investors in accordance with applicable limitations.

The capital increase shall take place within the authorised capital, with cancellation of the preferential subscription right of, and without allocation of an irreducible allocation right to, existing shareholders.

The final issue price and the final number of new shares to be issued, shall be determined by the Board of Directors of the Company or its proxyholder(s) in consultation with the Joint Global Coordinators, also taking into account the results of the accelerated bookbuild offering. The capital increase shall take place within the limits of the authorised capital that was approved at the Extraordinary General Meeting of 16 May 2018 and that was extended by the Extraordinary General Meeting of 18 December 2019 in order to allow for capital increases with cancellation of the preferential subscription right of, and without allocation of an irreducible allocation right to, existing shareholders.

The accelerated bookbuild offering starts immediately after the publication of this press release.

New shares

The investors subscribing to the capital increase shall pay the issue price in full, together with any applicable or related costs or taxes to be paid by the investors. The aggregate final issuance price of all new shares shall, for the amount equal to the current par value of the existing shares multiplied with the number of new shares (and rounded up upwards to a eurocent) be contributed to the share capital. The balance, after deduction of a maximum amount equal to the costs of the capital increase within the meaning of the applicable IFRSprovisions, will be booked on a unavailable reserves account, which shall constitute a guarantee for third parties to the same extent as the share capital and which in no event can be reduced or abolished except by a decision of the general meeting of shareholders deciding according to the rules for amending the articles of association, except in the case of conversion into share capital. Upon the issuance of the new shares, the par value of all shares (existing and new) will be equalized, so that all shares (existing and new) have, as from that moment, the same par value.

The new shares shall be issued in accordance with Belgian law and are ordinary shares that represent the capital, in the same category as the existing shares, fully paid-up, with voting rights and without nominal value. They shall thus confer the same rights as the existing shares.

Dividend

The new shares shall be issued with coupon no. 13 et seq. attached. The new shares therefore confer the right to profits related to the current financial year as from 29 May 2020. Coupon no. 12, which represents the right to receive the pro rata temporis part of the dividends related to the current financial year 2020 (i.e. for the period starting on 1 January 2020 and ending 28 May 2020), has been detached on 28 May 2020 after market close.

Coupon no. 12 has an estimated value of €0.32. Care Property Invest maintains its guidance it provided for the dividend per share of €0.80 in the press release of 18 March 2020 for the current financial year.

Expected admission to trading of the new shares on the Euronext Brussels regulated market

As part of the capital increase, the Company shall submit a request to Euronext Brussels for the admission to trading of the new shares to be issued as a result of the capital increase, and expects the new shares to be admitted to trading on the Euronext Brussels regulated market immediately after their issue, expected on or around 25 June 2020.

Joint Global Coordinators

KBC Securities NV/SA and Belfius Bank NV/SA are acting as Joint Global Coordinators and Joint Bookrunners of the capital increase. In the framework of the Capital Increase, Care Property Invest has committed to a 180-day standstill agreement, which is subject to customary exceptions and may only be waived with the consent of the Joint Global Coordinators.

Expected timing of the Offer

Press release announcing the capital increase, thereby launching the accelerated bookbuild offering (and the suspension of trading of Care Property Invest shares) during trading hours	23 June 2020
Accelerated bookbuild (intra-day)	23 June 2020
Press release on the results of the accelerated bookbuild, the issue price and the number of new shares to be issued – resumption of trading of the Care Property Invest shares (subject to acceleration/extension)	23 June 2020
Definitive allocation of new shares	23 June 2020
Payment for the new shares subscribed for	25 June 2020
Determination of the realization of the capital increase and delivery of new shares to subscribers	25 June 2020
Admission to trading of the new shares on the regulated market of Euronext Brussels	25 June 2020

The Company can accelerate or extend the dates and times of the accelerated bookbuild offering and the periods indicated in the timetable. In that case, the Company will inform Euronext Brussels and the investors thereof through a press release and on the website of the Company.

Disclaimer

These written materials are not for distribution in or to persons resident in the United States of America, Australia, Canada, Japan, South Africa or Switzerland or to any US persons (as defined in the US Securities Act of 1933, as amended (the "US Securities Act"). The information contained herein does not constitute an offer of securities for sale in the United States of America, Australia, Canada, Japan, South Africa or Switzerland.

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 "forward-looking 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.

This communication does not constitute or form part of an offer of securities in the United States of America, or a solicitation to purchase securities in the United States of America. The 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 securities law of any state or jurisdiction in the United States of America and may not be offered, sold, resold, transferred or delivered, directly or indirectly within the United States of America. The issuer of the securities has not registered, and does not intend to register, any portion of the transaction in the United States of America. There will be no public offer of securities in the United States of America. Copies of this communication are not being, and should not be, distributed or sent into the United States of America.

In relation to each Member State of the European Economic Area and the United Kingdom (each a "Relevant State") an offer of securities to which this communication relates is only addressed to and is only directed at qualified investors in that Relevant State within the meaning of Regulation ((EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, and any implementing measure in each relevant Member State of the EEA (the "Prospectus Regulation")) ("Qualified Investors").

These materials shall not constitute or form part of an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction, or to any person or entity to whom it is unlawful to make such offer.

For any additional information, please contact:

Peter Van Heukelom CEO –Member of the executive committee Peter.VanHeukelom@carepropertyinvest.be T +32 3 222 94 94 - F +32 3 222 94 95 - M +32 459 59 82 67 Horstebaan 3, 2900 Schoten info@carepropertyinvest.be www.carepropertyinvest.be

About Care Property Invest

Care Property Invest NV is a Public Regulated Real Estate Company (Public SIR/GVV) under Belgian law. Based on a solid organisation, Care Property Invest helps healthcare entrepreneurs to undertake property projects by offering real estate tailored to the end user that is both qualitative and socially responsible. For its shareholders, Care Property Invest strives for a stable long-term rate of return.

This year, Care Property Invest's share celebrates its 24th anniversary on Euronext Brussels. The share is listed under the name of CPINV and has the following ISIN-Code: BE0974273055. As from December 2016, the share is a constituent of the Belgium Bel Mid Index and the Company has become a member of EPRA. In September 2019, the Company received its third EPRA BPR Gold Award. As from 1 November 2019, the share is also a constituent of the Euronext Next 150 Index.