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SUBJECT TO CERTAIN EXCEPTIONS, THIS DOCUMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR GENERAL RELEASE, PUBLICATION, DISTRIBUTION OR DISCLOSURE OTHERWISE, WHETHER DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SWITZERLAND, SOUTH AFRICA, THE UNITED KINGDOM OR ANY OTHER STATE OR JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE LAWS OF THAT JURISDICTION OR WOULD REQUIRE ADDITIONAL DOCUMENTS TO BE COMPLETED OR REGISTERED, OR REQUIRE ANY MEASURE TO BE UNDERTAKEN IN ADDITION TO THE REQUIREMENTS UNDER BELGIAN LAW.
Dear shareholder,
In June 2025, we announced that we had reached an agreement with Aedifica to unite and create a leading European Healthcare REIT through an exchange offer carried out by Aedifica for all Cofinimmo shares.
Aedifica has opened the exchange offer on Friday 30 January, and you can still exchange your Cofinimmo shares for new Aedifica shares at an exchange ratio of 1.185x until Monday 2 March (16:00 CET).
As a reminder, the Board of Directors of Cofinimmo unanimously supports this exchange offer. For further background, we refer to the Response Memorandum, available on our website (https://www.cofinimmo.com/cofinimmo-aedifica-transaction/).
By joining forces, we believe we will create a stronger and more diversified company that will benefit from strategic advantages such as improved access to financing and lower operating costs through synergies.
We would therefore like to reaffirm our support for the transaction and invite you to participate in the exchange offer by tendering your Cofinimmo shares, should you not have done so already.
The exchange offer closes on Monday 2 March at 16:00 CET, so, if you would wish to tender your shares, please take this deadline into account and allow sufficient time to submit your instructions. As a reminder, you will find below the procedure you need to follow if you wish to participate in the exchange offer. You will also find all the necessary information on our website (https://www.cofinimmo.com/cofinimmo-aedifica-transaction/), including the Prospectus and the Response Memorandum as approved by the FSMA.
This letter is sent to you in accordance with article 29/3, §2 of the Belgian law on disclosure of major holdings in issuers whose shares are admitted to trading on a regulated market and containing various provisions (the “Transparency Law”) to facilitate the exercise of your rights and your involvement with the Company as shareholder, as you have been identified by Cofinimmo as shareholder, on the basis of article 29/3, §1 of the Transparency Law. More information regarding the processing of your personal data can be found in our Privacy Notice (https://www.cofinimmo.com/privacy-notice/).
Yours sincerely,
Jean-Pierre Hanin
CEO of Cofinimmo
Jean Hilgers
President of the board of directors of Cofinimmo
Timeline
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 |
 |
 |
30 January 2026
09:00 CET
Start initial acceptance period |
2 March 2026
16:00 CET
Closing initial acceptance period |
6 March 2026
(expected date)
Announcement of results of initial acceptance period |
13 March 2026
(expected date)
Settlement initial acceptance period |
How to tender your shares
If you hold your dematerialised Cofinimmo shares with BNP Paribas Fortis or ABN AMRO Bank (the “Counter Institutions” in the context of the exchange offer), you can:
- use the digital acceptance process of the relevant Counter Institution
- visit a branch of the relevant Counter Institution and submit:
- register your acceptance directly with the relevant Counter Institution through any method it provides.
If you hold your dematerialised Cofinimmo Shares with a financial intermediary (other than BNP Paribas Fortis or ABN AMRO Bank), you can:
- follow the digital acceptance process provided by your intermediary (if available); or
- submit a completed and signed acceptance form for dematerialised shares (Appendix 1A to the prospectus) plus any required documents to that intermediary.
Any additional questions relating to the exchange offer can be addressed to shareholders@aedifica.be.
This letter is sent to you in accordance with article 29/3, §2 of the Belgian law on disclosure of major holdings in issuers whose shares are admitted to trading on a regulated market and containing various provisions (the “Transparency Law”) to facilitate the exercise of your rights and your involvement with the Company as shareholder, as you have been identified by Cofinimmo as shareholder, on the basis of article 29/3, §1 of the Transparency Law. More information regarding the processing of your personal data can be found in our Privacy Notice (https://www.cofinimmo.com/privacy-notice/).
This letter constitutes an advertisement for the exchange offer as referred to in article 31 § 1 of the Law of 1 April 2007 on Public Takeovers (the “Takeover Law”) and has been approved by the FSMA further to article 33 of the Takeover Law