Voluntary exchange offer by Aedifica NV/SA on Cofinimmo NV/SA

NOTICE PUBLISHED BY THE FSMA PURSUANT TO ARTICLE 7 OF THE ROYAL DECREE OF 27 APRIL 2007 ON PUBLIC TAKEOVER BIDS

The FSMA hereby publishes, pursuant to Article 7 of the Royal Decree of 27 April 2007 on public takeover bids (the 'Takeover Decree'), the notice which it received on 11 July 2025  in accordance with Article 5 of the Takeover Decree concerning the intention of Aedifica NV, a public regulated real estate company in the form of a public limited liability company under Belgian law, having its registered office at Belliardstraat  40  (box 11), 1040 Brussels, and registered with the Crossroads Bank for Enterprises (RLE Brussels) under  enterprise number 0877.248.501 (the 'Bidder' or 'Aedifica') and whose shares are listed on Euronext Brussels and Euronext Amsterdam, to launch a voluntary and conditional public exchange offer  for the shares issued by Cofinimmo NV, a public regulated real estate company in the form of a public limited liability company under Belgian law, having its registered office at Tervurenlaan 270 , 1150 Sint-Pieters-Woluwe, and registered with the Crossroads Bank for Enterprises (RLE Brussels) under  enterprise number 0426.184.049 (the 'Target Company' or 'Cofinimmo'), whose shares are listed on Euronext Brussels (the 'Offer').

Within the framework of the voluntary public takeover bid, 1.185 new Aedifica shares will be offered for each Cofinimmo share.

Any fractions of new Aedifica shares that would need to be delivered based on the aforementioned exchange ratio to a holder of Cofinimmo shares participating in the Offer , will, to the extent possible, be aggregated into whole new shares and will , together with other (fractions of) new shares that would have had to be delivered to Cofinimmo shareholders qualifying as US non-QIBs (who are not permitted to receive (fractions of) new shares), be offered and sold by  Aedifica, which sale will be executed by  J.P. Morgan SE  or an entity affiliated with J.P. Morgan Securities plc (under an agreement concluded with them) either  through  (a) a sale via  the central order  book of Euronext Brussels and Euronext Amsterdam  on trading days ('Dribbling Out') or (b) alternatively,  if the volume of new shares is too large for a Dribbling Out,  through private placement transactions  outside the United States in 'offshore transactions' as defined in, and based on, Regulation S under the US Securities Act,  via a centralized  sale process  in the form of an accelerated private placement to Belgian and international institutional investors ('Vendor Placement'), in one or more tranches,  each to be executed as soon as reasonably possible on or after the payment date for each acceptance period of the Offer. The net cash proceeds thereof will be paid pro rata — after deduction of all costs, fees , and charges  of any kind  incurred by Aedifica in connection with the Dribbling Out or Vendor Placement (and it being understood that the Belgian tax on stock exchange transactions owed by Belgian residents will be borne by Aedifica )— to the relevant Cofinimmo shareholders.

The Offer relates to all shares of the Target Company carrying voting rights.

The Bidder currently does not hold any securities in the Target Company.

The Offer is subject to the following conditions precedent, which have been stipulated solely for the benefit of the Bidder, who may waive them in whole or in part:

• As a result of the Offer, Aedifica holds at least 50% + 1 of the Cofinimmo shares;
• No Material Adverse Change shall occur from the date of filing the Offer by Aedifica with the FSMA pursuant to Article 5 of the Takeover Decree until the closing of the initial acceptance period of the Offer;
• Unconditional approval of the proposed concentration (through a simplified procedure or first phase) by the relevant regulatory authorities, in particular the Belgian competition authorities .

A Material Adverse Change shall be deemed to have occurred in the event of:

• a decrease of more than 15% in the closing price of the BEL20 index^[1] compared to the closing price of the BEL20 index on the trading day preceding the date on which the Offer was filed by Aedifica with the FSMA in accordance with Article 5 of the Takeover Decree. If Aedifica does not decide to withdraw the Offer at a time when the closing price of the BEL20 index is below this reference point and the closing price subsequently rises above this level again, Aedifica shall no longer be able to invoke this earlier and temporary decline of the BEL20 index at a later stage. Any decision by Aedifica to maintain the Offer during a period in which the closing price of the BEL20 index temporarily fell below the reference point shall not affect Aedifica’s right to nevertheless invoke this condition and withdraw the Offer if the closing price of the BEL20 index, after a recovery, falls below the reference point again; and/or
• a decrease of more than 15% in the closing price of the FTSE EPRA Nareit Developed Europe Index ^[2] compared to the closing price of the FTSE EPRA Nareit Developed Europe Index on the trading day preceding the date on which the Offer was filed by Aedifica with the FSMA in accordance with Article 5 of the Takeover Decree. If Aedifica does not decide to withdraw the Offer at a time when the closing price of the FTSE EPRA Nareit Developed Europe Index is below this reference point and the closing price subsequently rises above this level again, Aedifica shall no longer be able to invoke this earlier and temporary decline of the FTSE EPRA Nareit Developed Europe Index at a later stage. Any decision by Aedifica to maintain the Offer during a period in which the closing price of the FTSE EPRA Nareit Developed Europe Index temporarily fell below the reference point shall not affect Aedifica’s right to nevertheless invoke this condition and withdraw the Offer if the closing price of the FTSE EPRA Nareit Developed Europe Index, after a recovery, falls below the reference point again; and/or
• the occurrence of any fact, event or circumstance (including cases of force majeure) which, alone or together with any other fact, event or circumstance, results or could reasonably be expected to result (as determined by an independent expert in such cases) in a negative impact of more than 10% on the EPRA NTA per Cofinimmo share (i.e., EPRA NTA per Cofinimmo share not lower than EUR 85.12, calculated in accordance with the methodology applied in Cofinimmo’s latest Q1 2025 results as per 31 March 2025, compared to the EPRA NTA per Cofinimmo share as reported in Cofinimmo’s results as per 31 March 2025, being EUR 94.58).

If any of the conditions precedent are not fulfilled, the Bidder shall announce its decision whether or not to waive them no later than at the time the results of the initial acceptance period of the Offer are announced.

If, following the initial or any subsequent acceptance period, the Bidder (together with its affiliated persons and the persons with whom it acts in concert at any time) holds at least 95% of the Cofinimmo shares, the Bidder intends to launch a simplified squeeze-out offer pursuant to Articles 42 and 43 of the Takeover Decree and Article 7:82, §1 of the Belgian Code of  Companies and Associations, aiming to acquire the Cofinimmo shares not yet acquired by the Bidder, on the same terms as the Offer.