Cofinimmo — Share Issue/Capital Change 2019

Apr 29, 2019

Cofinimmo acquires two nursing and care homes in Germany through contribution in kind

Trading in Cofinimmo shares suspended due to a private placement of shares

The Cofinimmo Group acquired two nursing and care homes in Bavaria and Baden-Württemberg (Germany). A contribution in kind of the receivables resulting therefrom will be carried out today. The total value of the properties amounts to approximately 29 million EUR. Within this context, 238,984 new ordinary shares will be issued.

Cofinimmo was informed that the above-mentioned new ordinary shares shall be offered today within the framework of a private placement with institutional investors.

In view of this private placement, the trading in the Cofinimmo share on the regulated market of Euronext Brussels has been temporarily suspended.

Jean-Pierre Hanin, CEO of Cofinimmo: "We are pleased to announce the acquisition of these two nursing and care homes in Bavaria and Baden-Württemberg. As a result, we strengthen our equity. Moreover, with Domus Cura, we welcome a new operator in our portfolio. These transactions reflect the active continuation of our growth policy in the healthcare real estate segment in Germany."

REGULATED - INSIDE INFORMATION Brussels, 29.04.2019, 08:30 AM CET

1. The transaction

The Cofinimmo Group acquired two nursing and care homes in Germany through its subsidiary GECARE 1 SA/NV: 'Matthäus-Stift der Diakonie' in Ingolstadt (in the state of Bavaria) and 'Pflegewohnpark Glück im Winkel' in Neunkirchen (in the state of Baden-Württemberg).

The lease agreements are of the 'Dach und Fach'¹ type and the lease is indexed based on the German consumer price index. The initial gross yield is approximately 6 %.

Nursing and care home 'Matthäus-Stift der Diakonie'

This building is situated in Ingolstadt, a city with over 130,000 inhabitants and home base of car manufacturer Audi, halfway between Munich and Nuremberg. It has an above-ground surface area of more than 5,900 m² and offers approximately 110 beds. The building is located in a residential area and, thanks to the train station nearby, easily accessible by public transport. Works are foreseen. They will amount to 1 million EUR and will be borne by the

contributor; upon completion, the nursing and care home will offer nearly 125 beds, spread over approximately 6,500 m².

The establishment is leased by the operator 'Diakonie Ingolstadt' until 30.04.2021, after which a new lease agreement will be concluded for 25 years with the operator Domus Cura GmbH.

¹ The owner is primarily responsible for the maintenance costs of the roof and the structure of the building.

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Nursing and care home 'Pflegewohnpark Glück im Winkel'

This building is situated in Neunkirchen (Baden-Württemberg), a municipality in southwest Germany, halfway between Stuttgart and Frankfurt am Main. It has an above-ground surface area of more than 3,000 m² and offers 70 beds. The building is heated with a modern pellet-fired boiler. The production of hot water is provided through solar energy. Extension works are foreseen. They will amount up to 4 million and will be borne by the

contributor; upon completion the nursing and care home will offer 97 beds, spread over approximately 4,500 m².

The institution is operated by Pflegewohnpark Glück im Winkel Betriebsgesellschaft mbH, a subsidiary of Domus Cura GmbH. The 'Dach und Fach' type lease also has a remaining term of 25 years.

Operator

Domus Cura management has 30 years of experience in care for the elderly and care for persons with a disability. Domus cura GmbH operates institutions with 65 to 140 beds in southwest Germany.

Individual care and maintaining quality of life are the core concerns of Domus Cura as operator. For this, Domus Cura offers a diversified range of living and care services; in addition to inpatient care, it offers assisted living, short-term and preventive care, care for people suffering from dementia and day care. In addition, a wide range of care services as well as comfort characterise the facilities. Domus Cura attaches importance to the integration of the facilities on site, in the surrounding medical infrastructure as well as in the social community.

Contribution

The acquisition of both nursing and care homes took place via a purchase with a deferred payment of the price and a subsequent contribution in kind in Cofinimmo SA/NV of the resulting receivables (25,325,219 EUR). Hence 238,984 new shares will be issued today (see section 2 on the next page) within the framework of the authorised capital, and will come into the hands of the contributor. This transaction represents a strengthening of approximately 25 million EUR in the shareholders' equity of Cofinimmo SA/NV. The contributor will offer the new shares today within the context of a private placement with institutional investors.

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2. Disclosure in accordance with Article 15 of the Law of 02.05.2007

With regard to the aforementioned contribution in kind, 238,984 new ordinary shares will be issued.

After the issue, the capital of the company will be represented by:

• 22,551,629 ordinary shares (Euronext Brussels symbol: COFB) without nominal value. Each of these shares has the same dividend right, on the understanding that the proposed dividend for the period from 02.07.2018 to 31.12.2018 and the expected dividend for the period from 01.01.2019 to 28.04.2019 with regard to the 238,984 shares issued today, will be borne by the contributor in favour of Cofinimmo SA/NV.
• 680,603 preferential shares without nominal value, of which 395,011 issued on 30.04.2004 (Euronext Brussels symbol: COFP1) and 285,592 issued on 26.05.2004 (Euronext Brussels symbol: COFP2).

All these 23,232,232 shares grant a voting right at the General Meeting of Shareholders and represent the denominator (i.e. the basis for calculating the participation percentages).

1,502,196 bonds convertible into ordinary shares, issued on 15.09.2016.

In the event of a conversion, this would give rise to the creation of a maximum of 1,528,533 ordinary shares enjoying the same number of voting rights.

This information, as well as the shareholder structure, is also available on the company's website www.cofinimmo.com/investors/shareholder-information.

For more information:

Jean Kotarakos Sébastien Berden Chief Financial Officer COO Healthcare Tel.: +32 2 373 00 00 Tel.: +32 2 373 00 00

shareholders@cofinimmo.be shareholders@cofinimmo.be

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About Cofinimmo:

Cofinimmo has been acquiring, developing and managing rental properties for over 35 years. The company has a portfolio spread across Belgium, France, the Netherlands and Germany, with a value of 4 billion EUR. With attention to social developments, Cofinimmo has the mission of making high-quality care, living and working environments available to its partners-tenants, from which users benefit directly. "Caring, Living and Working - Together in Real Estate" is the expression of this mission. Thanks to its expertise, Cofinimmo has built up a healthcare real estate portfolio of almost 2 billion EUR in Europe.

As an independent company that applies the highest standards of corporate governance and sustainability, Cofinimmo offers its tenants services and manages its portfolio through a team of over 130 employees in Brussels, Paris, Breda and Frankfurt.

Cofinimmo is listed on Euronext Brussels (BEL20) and benefits from the REIT system in Belgium (RREC), France (SIIC) and the Netherlands (FBI). Its activities are supervised by the Financial Services and Markets Authority (FSMA), the Belgian regulator.

On 31.03.2019, Cofinimmo's total market capitalisation stood at 2.7 billion EUR. The company applies an investment policy aimed at offering a socially responsible, long-term, low-risk investment that generates a regular, predictable and growing dividend.

www.cofinimmo.com

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