Cofinimmo — Share Issue/Capital Change 2018

Jun 28, 2018

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN.

Completion of Scrips Offering: Successful completion of the 155,204,343 EUR 1 for 13 Priority Allocation Rights offering of 1,642,374 New Shares

Cofinimmo announces that after the public offering regarding the subscription to the capital increase and the private placement of the Scrips, the existing and new shareholders commit themselves to subscribe to 100 % of the public offering.

Today, 28.06.2018, the 4,182,516 unexercised Priority Allocation Rights (Scrips) were offered for sale to qualified investors in the EEA or in accordance with another exemption from the obligation to publish a prospectus further to Article 3.2 of the Prospectus Directive, as implemented in Member States of the EEA in an accelerated private placement of the Scrips. Investors purchasing the Scrips have irrevocably committed to exercise the Scrips and to subscribe to one (1) New Share for thirteen (13) Scrips, at a subscription price of 94.50 EUR. The gross proceeds of the private placement of the Scrips amount to 33,299,262 EUR. The net proceeds allocated to the holders of unexercised Priority Allocation Rights amounts to 0.69 EUR per unexercised right. Cofinimmo expects that this amount shall be available and paid out as from 02.07.2018. During the Scrips Offering, the new shares were placed without discount, i.e. at a price equal to the closing market price on 27.06.2018 (103.50 EUR).

The payment of the subscription price, the settlement of the capital increase, the listing and the start of the trading of the New Shares on Euronext Brussels is foreseen on 02.07.2018. Pursuant to this transaction, the number of shares of Cofinimmo in circulation will increase from 21,350,874 to 22,993,248.

Trading in Cofinimmo shares on Euronext Brussels will resume after publication of the final results of the Scrips Private Placement.

BNP Paribas Fortis and ING Belgium acted as Joint Global Coordinators. BNP Paribas Fortis, ING Belgium, Bank Degroof Petercam, Joh.Berenberg, Gossler & Co. KG, KBC Securities and Société Générale acted as Joint Bookrunners.

The gross proceeds of the operation of 155,204,343 EUR will enable Cofinimmo to finance the updated 2018 pipeline of committed investments and investments under due diligence, while maintaining a Debt Ratio of around 45 %.

Taking into account the investments made between 01.01.2018 and the date of the Offering, the investments for the full year 2018 are estimated at 357.8 million EUR, of which:

• 211.3 million EUR of investments realised during the first and second quarter of 2018;

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REGULATED INFORMATION Brussels, embargo until 28.06.2018, 7:45 PM CET

• 55.0 million EUR of committed investments to be realised during the third and fourth quarter of 2018;
• 91.5 million EUR of investments under due diligence to be realised during the third and the fourth quarter of 2018.

The 211.3 million EUR of investments realised during the first and second quarter of 2018 include the acquisition on 15.06.2018 of a portfolio of 17 nursing and care homes located in Germany, via the purchase of 94.9 % of the shares of 14 companies, for 172.2 million EUR. This acquisition was temporarily financed with debt. The Issuer's pro forma debt ratio after this acquisition (and before the impact of this Offering) stands at approximately 46 %.

The Issuer's forecasted debt ratio at 31.12.2018 after the financing of the 55.0 million EUR committed pipeline (and before the impact of this Offering) stands at approximately 45 %. Taking into account the net proceeds of this Offering, the forecasted debt ratio at 31.12.2018 after the financing of the 55.0 million EUR committed pipeline stands at 41 %.

The Issuer's forecasted debt ratio at 31.12.2018 after the financing of the 55.0 million EUR committed pipeline and the financing of the EUR 91.5 million investments under due diligence (and before the impact of this Offering) stands at approximately 46 %. Taking into account the net proceeds of this Offering, the forecasted debt ratio at 31.12.2018 after the financing of the 55.0 million EUR committed pipeline and the financing of the 91.5 million EUR investments under due diligence stands at 43 %.

To facilitate efficient cash management, the net proceeds from the transaction will initially be used to partially and temporarily repay drawings on bank credit lines.

For more information:

Head of External Communication and Investor Relations Officer Investor Relations Tel.: +32 2 373 60 42 Tel.: +32 2 373 94 21 bmathieu@cofinimmo.be egrauls@cofinimmo.be

Ellen Grauls Benoît Mathieu

About Cofinimmo:

Founded in 1983, Cofinimmo is today the foremost listed Belgian real estate company specialising in rental property and an important player in the European market.

The company owns a diversified property portfolio spread over Belgium, France, the Netherlands and Germany, worth 3.6 billion EUR, representing a total surface area of over 1,800,000 m². Riding on demographic trends, its main investment segments are healthcare properties (49 %), offices (34 %) and distribution networks (16 %). As an independent company that consistently applies the highest corporate governance and sustainability standards, Cofinimmo services its tenants and manages its properties through its team of over 130 people, operating from Brussels, Paris and Breda.

Cofinimmo is listed on Euronext Brussels (BEL 20) and benefits from the fiscal REIT regime in Belgium (RREC), in France (SIIC) and in the Netherlands (FBI). Its activities are controlled by the Financial Services and Markets Authority, the Belgian regulator.

At 31.03.2018, its total market capitalisation stands at 2.3 billion EUR. The company pursues investment policies which seek to offer a high dividend yield and capital protection over the long term, targeting both institutional and private investors.

www.cofinimmo.com

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IMPORTANT INFORMATION

This announcement shall not constitute 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.

This document and the information contained herein are not for distribution in or into the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia) (the "United States"), Australia, Canada or Japan or any other state or jurisdiction which such release, publication or distribution would be unlawful. This document does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. The securities of Cofinimmo SA have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act") and may not be offered or sold within the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. No public offering of the securities is being made into the United States.

In the European Economic Area, other than Belgium, this announcement is only addressed to and is only directed at qualified investors within the meaning of Directive 2003/71/EC (as amended, and together with any applicable implementing measures in any Member State, the "Prospectus Directive") ("Qualified Investors") and other persons to whom it may otherwise lawfully be communicated in accordance with an exemption from the obligation to publish a prospectus further to Article 3.2 of the Prospectus Directive.

In addition, in the United Kingdom, this announcement is directed at and for distribution only to Qualified Investors who are (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, and other persons to whom this announcement may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). The securities referred to herein are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this communication or any of its contents.

No announcement or information regarding the capital increase by Cofinimmo with shares in Cofinimmo may be disseminated to the public in jurisdictions other than Belgium where a prior registration or approval is required for such purpose. No steps have been taken, or will be taken, for the offering of shares in any jurisdiction outside of Belgium where such steps would be required. The issue or sale of shares, and the subscription for or purchase of shares, are subject to special legal or statutory restrictions in certain jurisdictions. Cofinimmo is not liable if these restrictions are not complied with by any person.

A prospectus has been published in relation to the offering of the securities referred to in this announcement. Investors may not accept an offer of securities referred to herein, nor acquire such

securities, unless on the basis of information contained in the prospectus. This announcement cannot be used as basis for any investment agreement or decision.