529900DTKNXL0AXQFN28-2025-12-31-1-en.xhtml

annual report

2025

universal registration document

built

for

what

comes

annual report

2025

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For further information

Ingrid Daerden, CFO –

[email protected]

Delphine Noirhomme, Investor Relations Manager –

[email protected]

Bob Boeckx, Corporate Communications Manager –

[email protected]

Creation and production

www.chriscom.eu

the Aedifica team

Photography

Gunter Binsack, Ashleigh Britten, Dan Chadwick, Eric Herschaft, Mika

Huisman, Roope Jakonen, John Jordan, Tommi Levy, Dorian Lohse, Egbert

Nijkamp, Wille Nyyssönen, Nicolas Peeters, David Plas, Sami Säily, The

Owl, Vulpia & Sami Tirkkonen

Aedifica NV/SA

Public Regulated Real Estate Company under Belgian Law

Belliardstraat 40 (box 11) in 1040 Brussels - Belgium

Tel: +32 (02) 626 07 70 - Fax: +32 (02) 626 07 71

Tax-BE 0877 248 501 – Register of Legal Entities of Brussels

www.aedifica.eu

Ce rapport annuel est également disponible en français

Dit jaarverslag is eveneens beschikbaar in het Nederlands

1. The English version of the document represents the original document as submitted to the

FSMA, as competent authority under the Prospectus Regulation. The Dutch and French

versions are translations and were prepared under Aedifica’s responsibility.

Required components

In accordance with Articles 3:6 and 3:32

of the Belgian Code of Companies and

Associations, the required components of

Aedifica’s Annual Financial Report 2025 are

included in the following chapters:

• Financial review

pages 68-86

• Corporate governance statement

pages 87-116

• Risk factors

pages 117-127

• Financial statements

pages 128-186

This annual financial report provides an

overview of the activities and financial

statements for the financial year ending on

31 December 2025.

@aedifica_reit

aedifica-reit

aedifica_reit

OULU MÄNTYPELLONPOLKU - CHILDCARE CENTRE IN OULU (FI)

AEDIFICAannual report 2025 - CONTENTS

CONTENTS

THIS IS AEDIFICA

TRENDS, STRATEGY &

VALUE CREATION

OUR APPROACH TO CSR

BUSINESS REVIEW

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Built for what

COMES NEXT

Stefaan Gielens

CEO

Aedifica celebrated its 20

anniversary in 2025. A lot

has changed in those two decades, and Aedifica now

looks quite different. From a local Belgian residential

player, it has transformed into a pure-play European

healthcare real estate investor that is in excellent

shape and ready to scale up. We are built for what

comes next.

Scalability is essential for our real estate segment.

Due to the ageing population in Europe, healthcare

real estate is a market with high structural demand.

This creates a challenge in terms of supply: how can

sufficient high-quality and affordable healthcare real

estate be created so that operators can grow and care

capacity can keep pace?

In May 2025, Aedifica articulated a clear response

to that challenge: to create a leading listed Euro-

pean healthcare real estate platform by setting up a

combination with Cofinimmo. This larger combined

group will benefit from greater operational strength,

a stronger balance sheet structure, and lower capital

costs. This will allow us to remain relevant for all our

stakeholders, including our shareholders, care opera-

tors, credit providers and, last but not least, our team.

The combination comes at the right moment. The

healthcare real estate market is picking up again, with

operators considering expansion, looking at new loca-

tions and initiating new projects. In addition, health-

care operators are seeking real estate solutions from

partners who understand the sector.

With our twenty years of expertise, we know how

to respond to this and offer tailor-made solutions:

high-quality, operationally sound real estate at a cost

that is feasible for the operator, while also providing

a stable return for our shareholders. With a stronger

platform, Aedifica is not only ready for the next phase

of growth and in an excellent position to translate this

into value creation, but it will also be able to offer

an inspiring and vibrating ‘great place to work’ to its

teams, the people that make it all happen.

AEDIFICAannual report 2025 - BUILT FOR WHAT COMES NEXT

CONTENTS

THIS IS AEDIFICA

TRENDS, STRATEGY &

VALUE CREATION

OUR APPROACH TO CSR

BUSINESS REVIEW

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

5 THIS IS AEDIFICA

6 Profi le

8 Discussing 2025 & the future

10 Aedifi ca in 2025

11 Key fi gures

12 Highlights

15 TRENDS, STRATEGY & VALUE CREATION

17 Trends

18 Strategy

19 Value creation

20 OUR APPROACH TO CORPORATE SOCIAL

RESPONSIBILITY

22 Value chain

23 Double materiality assessment

29 Our CSR framework

30 Our CSR goals

31 SDGs & UN Global Compact

31 Excellent ESG ratings

32 BUSINESS REVIEW

34 Portfolio

51 Partners

59 Organisation

68 Financial review

87 CORPORATE GOVERNANCE STATEMENT

117 RISK FACTORS

128 FINANCIAL STATEMENTS

187 ADDITIONAL INFORMATION

AEDIFICAannual report 2025 - CONTENTS

CONTENTS

THIS IS AEDIFICA

TRENDS, STRATEGY &

VALUE CREATION

OUR APPROACH TO CSR

BUSINESS REVIEW

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

LOUGHSHINNY

CARE HOME IN SKERRIES (IE)

This is

Aedifi ca

annual report 2025 - THIS IS AEDIFICA AEDIFICA

CONTENTS

THIS IS AEDIFICA

Profile

Discussing 2025 & the future

Aedifica in 2025

Key figures

Highlights

TRENDS, STRATEGY &

VALUE CREATION

OUR APPROACH TO CSR

BUSINESS REVIEW

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

For twenty years, Aedifica has been building

futureproof healthcare real estate. Across

seven European countries, we develop

and invest in sustainable and innovative

care concepts that provide people with the

space to receive care in the way they prefer.

Thanks to our successful strategy and

20 years of expertise, our real estate

portfolio has grown by an average of

20% each year, reaching €6.3 billion.

In 2025, Aedifica achieved excellent results

once again, while maintaining a sound

debt-to-assets ratio and keeping the cost

of debt at a reasonable level. Furthermore,

through our combination with Cofinimmo,

we created Europe’s leading healthcare

REIT and the fourth largest worldwide.

While an ageing European population is

driving the need for additional healthcare

real estate capacity and market sentiment

is changing, Aedifica demonstrated in 2025

that it is ready to meet the moment and

seize the next growth phase in healthcare

real estate.

PROFILE

Housing with care

Our tagline says it all. Aedifica is a Belgian listed company that is special-

ised in offering innovative, sustainable and affordable real estate solutions

to care providers and their clients across Europe. We focus particularly

on housing for elderly people with care needs – a segment with strong

growth potential due to the accelerating demographic trend of an ageing

European population.

Social sustainability is one of our fundamental driving forces: we want to

create added value for society by developing state-of-the art care properties

that are tailored to the needs of their users and that improve their quality of

life. We do not just invest in properties, we invest in society.

We offer our shareholders a reliable real estate investment with an attrac

tive return. Leveraging our 20 years of experience, our successful strategy

consists of generating recurring and indexed rental income through a

high-quality, diversified real estate portfolio backed by long-term leases

and structural demand.

Aedifica is listed on Euronext Brussels (2006) and Euronext Amsterdam

(2019). Since 2020, we have been part of the BEL 20, the leading share

index of Euronext Brussels. The share is also part of the BEL ESG index,

which tracks companies that perform best on ESG criteria.

AEDIFICA

DEMONSTRATED

THAT IT IS READY

TO SEIZE THE NEXT

GROWTH PHASE IN

HEALTHCARE REAL

ESTATE.

Europe’s leading

healthcare REIT

worldwide

annual report 2025 - THIS IS AEDIFICA

AEDIFICA

CONTENTS

THIS IS AEDIFICA

Profile

Discussing 2025 & the future

Aedifica in 2025

Key figures

Highlights

TRENDS, STRATEGY &

VALUE CREATION

OUR APPROACH TO CSR

BUSINESS REVIEW

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

annual report 2025 - THIS IS AEDIFICA - Profile AEDIFICA

CONTENTS

THIS IS AEDIFICA

Profile

Discussing 2025 & the future

Aedifica in 2025

Key figures

Highlights

TRENDS, STRATEGY &

VALUE CREATION

OUR APPROACH TO CSR

BUSINESS REVIEW

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Pure-play

leading EU healthcare REIT

Structural demographic

tailwinds

accelerating ageing of

EU population > page 41

Public financing

supporting our tenants

18 years

weighted average lease term

> page 37

Resilient portfolio

valuation

> page 79

Healthy balance sheet

> page 73

Strong track record

in investment, equity &

debt financing

Attractive dividend

amply covered by operating

cash flows > page 85

Increased scale

a platform ready to seize

growth opportunities

Why invest?

2024

• PORTFOLIO CROSSED

THE €6 BILLION MARK

2022

• €310M RAISED ON CAPITAL MARKETS

• LAUNCH OF NET ZERO GHG PATHWAY

2020

• FIRST INVESTMENT IN FINLAND

& SWEDEN: PUBLIC BID ON HOIVATILAT OYJ

• €710M RAISED ON CAPITAL MARKETS

• ENTRY IN BEL20 SHARE INDEX

2017

• €220M RAISED ON

CAPITAL MARKETS

2015

• €150M RAISED ON

CAPITAL MARKETS

2012

• €100M RAISED ON

CAPITAL MARKETS

2005

• FOUNDING OF AEDIFICA

• PORTFOLIO OF APARTMENTS & HOTELS

2025

• PREPARING EXCHANGE OFFER ON COFINIMMO

• €300M IN NEW INVESTMENTS & DEVELOPMENTS

• CAPITAL RECYCLING: DIVESTMENT OF

PORTFOLIO IN SWEDEN

2023

• ENTRY IN BEL ESG INDEX

• €410M RAISED ON CAPITAL MARKETS

2021

• FIRST INVESTMENTS IN IRELAND & SPAIN

• €330M RAISED ON CAPITAL MARKETS

• €500M SUSTAINABILITY BOND

2019

• FIRST INVESTMENTS IN THE UNITED KINGDOM

• SECONDARY LISTING ON EURONEXT AMSTERDAM

• €420M RAISED ON CAPITAL MARKETS

• PURE-PLAY HEALTHCARE REIT: DIVESTMENT

OF APARTMENTS & HOTELS

2016

• FIRST INVESTMENTS

IN THE NETHERLANDS

2013

• FIRST INVESTMENTS IN GERMANY

2006

• LISTING ON EURONEXT BRUSSELS

• FIRST INVESTMENTS IN HEALTHCARE REAL ESTATE

CREATION OF EUROPE’S LEADING

HEALTHCARE REIT: SUCCESSFUL EXECUTION

OF EXCHANGE OFFER ON COFINIMMO

2026

HEALTHCARE

REAL ESTATE HAS

STRONG GROWTH

POTENTIAL DUE TO

THE ACCELERATING

DEMOGRAPHIC

TREND OF AN

AGEING EUROPEAN

POPULATION.

PRIESTY FIELDS

CARE HOME IN CONGLETON (UK)

annual report 2025 - THIS IS AEDIFICA AEDIFICA

CONTENTS

THIS IS AEDIFICA

Profile

Discussing 2025 & the future

Aedifica in 2025

Key figures

Highlights

TRENDS, STRATEGY &

VALUE CREATION

OUR APPROACH TO CSR

BUSINESS REVIEW

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

annual report 2025 - THIS IS AEDIFICA - Profile AEDIFICA

CONTENTS

THIS IS AEDIFICA

Profile

Discussing 2025 & the future

Aedifica in 2025

Key figures

Highlights

TRENDS, STRATEGY &

VALUE CREATION

OUR APPROACH TO CSR

BUSINESS REVIEW

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

DISCUSSING 2025

& THE FUTURE

While an ageing European population is dri-

ving the need for additional healthcare real

estate capacity and market sentiment is

improving, Aedifica demonstrated in 2025

that it is ready to meet the moment.

Throughout the year, Aedifica set the stage for

the creation of the leading healthcare REIT in

Europe by reaching an agreement with Cofin-

immo to unite both companies through an all-

share exchange offer which was successfully

completed in March 2026.

Throughout the preparation for this major

transaction, Aedifica remained focused on its

standalone strategic objectives. For instance,

the Group executed its strategic asset rota-

tion programme, divesting its entire portfolio

in Sweden. Furthermore, Aedifica announced

close to €300 million in new developments and

acquisitions, all while continuing to execute its

ongoing development pipeline and manage its

property portfolio. These efforts resulted once

again in strong results across the board, as

reflected in EPRA Earnings* that were ahead of

budget and up 4% compared to 2024.

With these excellent results in mind, Serge

Wibaut, Chairman of the Board of Directors,

and Stefaan Gielens, Chief Executive Officer,

reflect together on the 2025 financial year. In

doing so, they are already looking ahead to

what 2026 will bring.

Creating the leading

healthcare REIT in Europe

SERGE WIBAUT: In 2025, we celebrated Aedifica’s

twentieth anniversary. However, that was not big

news when you consider what we set in motion

during the year. Instead of looking back at what

we have achieved in those twenty years, we looked

ahead and took the necessary steps to prepare

Aedifica for the future.

STEFAAN GIELENS: With the ageing popula-

tion wave looming ever larger in Europe, driving

demand for affordable healthcare real estate, and

market sentiment shifting as healthcare operators

can once again think about growth, it was the per-

fect moment to create the leading healthcare real

estate platform in Europe by joining forces with

Cofinimmo.

SW: Combining the two companies presents a sig-

nificant opportunity for value creation, as it creates

a larger and more financially robust group. Thanks

to its increased scale, the combined group will

have promising prospects for reducing capital costs

and achieving sustainable earnings growth per

share. Furthermore, it sets up a platform perfectly

positioned to lead the next phase of growth in the

healthcare real estate sector.

CREATING A LARGER,

MORE FINANCIALLY

ROBUST PLATFORM

BY COMBINING

AEDIFICA AND

COFINIMMO PRESENTS

A SIGNIFICANT

OPPORTUNITY FOR

VALUE CREATION.

Stefaan Gielens

Chief Executive

Officer

annual report 2025 - THIS IS AEDIFICA

AEDIFICA

CONTENTS

THIS IS AEDIFICA

Profile

Discussing 2025 & the future

Aedifica in 2025

Key figures

Highlights

TRENDS, STRATEGY &

VALUE CREATION

OUR APPROACH TO CSR

BUSINESS REVIEW

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

annual report 2025 - THIS IS AEDIFICA - Discussing 2025 & the future AEDIFICA

CONTENTS

THIS IS AEDIFICA

Profile

Discussing 2025 & the future

Aedifica in 2025

Key figures

Highlights

TRENDS, STRATEGY &

VALUE CREATION

OUR APPROACH TO CSR

BUSINESS REVIEW

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Capital recycling & new

opportunities

SG: However, while preparing for this milestone

transaction, we also remained focused on our

standalone strategy. We continued to execute

our strategic asset rotation programme diligently,

divesting 34 care properties for a total amount of

€128 million – including our entire portfolio in Swe-

den. These divestments have provided us with extra

firepower to pursue new investment opportunities

and replenish our development programme with

new projects offering attractive yields.

SW: We have added 22 new projects and forward

purchases to the investment programme for a total

amount of nearly €215 million. Taking into account

the eleven projects delivered throughout the year

totalling €96 million, these new additions bring the

size of our investment programme to €276 million,

offering an average initial yield on cost of approx.

6.5%.

SG: In addition, we acquired ten trading care prop-

erties for €78 million, bringing the total amount

of investments announced in 2025 to approx.

€293 million. By the end of the year, our real estate

portfolio had grown to €6.3 billion, consisting of

618 properties with capacity for almost 36,400 res-

idents and 12,700 children.

A healthy balance sheet

SW: The fact that we are well positioned to seize

these new opportunities is also due to our strong

balance sheet. We have maintained a consolidated

debt-to-assets ratio of around 41%, well below the

45% threshold set by Aedifica’s financial policy.

SG: Moreover, the valuation of the portfolio on

a like-for-like basis has continued to be positive

throughout 2025, confirming the resilience of

healthcare real estate.

SW: At 2.1%, we managed to keep the average cost

of debt at a reasonable level thanks to the interest

rate hedges put in place – with a weighted average

maturity of close to four years – covering almost

90% of our financial debt.

SG: In addition, we strengthened our financial

resources by contracting €585 million in long-term

bank (re)financing. With €743 million in headroom

on committed credit lines at the end of 2025, we

have sufficient resources to finance the execution

of our investment programme and liquidity needs

in 2026.

SW: In 2025, S&P also confirmed our healthy bal-

ance sheet by reaffirming its BBB investment-grade

rating. Following the announcement of the combi-

nation with Cofinimmo, the credit rating was given

a positive outlook. After the exchange offer was

successfully completed in March 2026, S&P effec-

tively upgraded our credit rating to BBB+, which will

allow us to reduce the cost of future debt financing.

In the long term, this will have a positive impact on

our investment capacity and earnings per share.

Solid results supporting an

increasing dividend

SG: Speaking of earnings, we were able to post

another solid set of results in 2025. Rental income

increased by 7% to €361 million, driven not only by

additional income from acquisitions and completed

projects, but also by rent indexation amounting

to 2.7% on a like-for-like basis. This resulted in

€245 million in EPRA Earnings, up 4% year-on-year.

SW: These excellent results allow us to propose a

gross dividend of €4.00 per share to the General

Meeting, an increase of nearly 3% compared to

last year.

Built for what comes next

SG: With such excellent results, we are all set for

a new financial year with interesting opportunities.

The healthcare real estate market is starting a new

cycle, driven by significant structural demand.

SW: Given its solid balance sheet and its well-po-

sitioned portfolio, and the strength and expertise

of a larger platform, Aedifica is in excellent shape

to meet the demand for quality, affordable care

properties and successfully seize the next growth

phase in healthcare real estate.

Serge Wibaut Stefaan Gielens

Chair of the Board Chief Executive

of Directors Offi cer

AEDIFICA IS IN EXCELLENT

SHAPE TO SEIZE THE

NEXT GROWTH PHASE IN

HEALTHCARE REAL ESTATE.

Serge Wibaut

Chair of the Board of Directors

annual report 2025 - THIS IS AEDIFICA AEDIFICA

CONTENTS

THIS IS AEDIFICA

Profile

Discussing 2025 & the future

Aedifica in 2025

Key figures

Highlights

TRENDS, STRATEGY &

VALUE CREATION

OUR APPROACH TO CSR

BUSINESS REVIEW

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

annual report 2025 - THIS IS AEDIFICA - Discussing 2025 & the future AEDIFICA

CONTENTS

THIS IS AEDIFICA

Profile

Discussing 2025 & the future

Aedifica in 2025

Key figures

Highlights

TRENDS, STRATEGY &

VALUE CREATION

OUR APPROACH TO CSR

BUSINESS REVIEW

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Belgium

79 sites

8,250 residents

505,500 m²

€1,255m fair value

€17m in pipeline

18 years WAU LT

5.9% gross yield

Germany

99 sites

10,100 residents

603,200 m²

€1,190m fair value

€34m in pipeline

20 years WAULT

5.6% gross yield

Netherlands

68 sites

3,100 residents

331,600 m²

€694m fair value

€13m in pipeline

14 years WAULT

6.2% gross yield

United

Kingdom

117 sites

7,650 residents

350,700 m²

€1,253m fair value

€40m in pipeline

22 years WAU LT

6.5% gross yield

1. Properties in the Channel Islands and Isle of Man are presented under the UK portfolio.

2. Fair value of marketable investment properties including assets classified as held for sale*, rights of use related to plots of land held in

‘leasehold’ in accordance with IFRS 16 and land reserve.

3. Weighted average unexpired lease term.

4. Based on the fair value (re-assessed every three months). For healthcare real estate, gross yield and net yield are generally equal

(‘triple net’ contracts) with operating charges, maintenance costs and rents on empty spaces related to the operations generally being

supported by the operator in Belgium, the United Kingdom, Ireland, Spain and (often) the Netherlands. In Germany and Finland (and

the Netherlands, in some cases), the net yield is generally lower than the gross yield, with certain charges remaining the responsibility

of the owner, such as the repair and maintenance of the roof, structure and facades of the building (‘double net’ contracts).

AEDIFICA IN 2025

Finland

230 sites

4,550 residents

& 12,700 children

327,500 m²

€1,234m fair value

€70m in pipeline

12 years WAU LT

6.1% gross yield

Ireland

22 sites

2,300 residents

117,400 m²

€433m fair value

€102m in pipeline

22 years WAU LT

5.6% gross yield

Spain

3 sites

450 residents

20,600 m²

€34m fair value

27 years WAU LT

5.5% gross yield

Total portfolio

618 sites

36,400 residents

12,700 children

2,256,500 m² total surface

100% occupancy rate

€6,183m fair value

€276m in pipeline

18 years WAULT

6.0% gross yield

annual report 2025 - THIS IS AEDIFICA

AEDIFICA

CONTENTS

THIS IS AEDIFICA

Profile

Discussing 2025 & the future

Aedifica in 2025

Key figures

Highlights

TRENDS, STRATEGY &

VALUE CREATION

OUR APPROACH TO CSR

BUSINESS REVIEW

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

annual report 2025 - THIS IS AEDIFICA - Aedifica in 2025 AEDIFICA

CONTENTS

THIS IS AEDIFICA

Profile

Discussing 2025 & the future

Aedifica in 2025

Key figures

Highlights

TRENDS, STRATEGY &

VALUE CREATION

OUR APPROACH TO CSR

BUSINESS REVIEW

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

KEY FIGURES

Consolidated key figures & EPRA performance indicators

Property-related key figures 31/12/2025 31/12/2024 31/12/2023

Fair value of real estate portfolio* (in € million)

6,285 6,218 5,849

Number of properties 618 635 617

Gross yield based on fair value (in %) 6.0% 5.9% 5.8%

EPRA Net Initial Yield* (NIY) (in %) 5.6% 5.3% 5.3%

EPRA Topped-up NIY* (in %) 5.6% 5.5% 5.4%

Occupancy rate (in %) 100% 100% 100%

EPRA Vacancy Rate* (in %) 0.1% 0.1% 0.1%

WAULT (in years) 18 19 19

Like-for-like rental growth (group currency, in %) 2.7% 3.3% 5.2%

Financial key figures 31/12/2025 31/12/2024 31/12/2023

Rental income (in € million) 361.0 338.1 314.2

EPRA Earnings* (in € million)

244.8 234.6 219.6

Net result (owners of the parent) (in € million) 244.4 204.8 24.5

EPRA Cost Ratio* (including direct vacancy costs) (in %) 13.5% 14.2% 15.4%

EPRA Cost Ratio* (excluding direct vacancy costs) (in %) 13.5% 14.1% 15.4%

Debt-to-assets ratio (in %) 40.8% 41.3% 39.7%

EPRA LTV* 39.7% 40.6% 39.1%

Average cost of debt (in %) 2.0% 1.9% 1.7%

Average cost of debt (incl. commitment fees, in %) 2.1% 2.0% 1.9%

Weighted average maturity of drawn credit lines (in years) 3.4 3.8 4.4

Interest Cover Ratio* (ICR)

6.2 6.2 5.9

Hedge ratio (in %) 88.3% 89.0% 95.8%

Weighted average maturity of hedging (in years) 3.8 4.4 5.1

Net debt/EBITDA* 7.8 8.5 8.4

Key figures per share 31/12/2025 31/12/2024 31/12/2023

EPRA Earnings* (in €/share) 5.15 4.93 5.02

Net result (owners of the parent) (in €/share) 5.14 4.31 0.56

EPRA NRV* (in €/share) 87.09 86.46 84.17

Net asset value (in €/share) 78.40 76.61 75.20

Dividend (gross, in €/share) 4.00 3.90 3.80

annual report 2025 - THIS IS AEDIFICA

AEDIFICA

CONTENTS

THIS IS AEDIFICA

Profile

Discussing 2025 & the future

Aedifica in 2025

Key figures

Highlights

TRENDS, STRATEGY &

VALUE CREATION

OUR APPROACH TO CSR

BUSINESS REVIEW

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

annual report 2025 - THIS IS AEDIFICA - Key figures AEDIFICA

CONTENTS

THIS IS AEDIFICA

Profile

Discussing 2025 & the future

Aedifica in 2025

Key figures

Highlights

TRENDS, STRATEGY &

VALUE CREATION

OUR APPROACH TO CSR

BUSINESS REVIEW

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

€5.15/share

EPRA Earnings*

€4.00/share

proposed gross dividend

Alternative Performance Measure (APM) in accordance with

ESMA (European Securities and Market Authority) guidelines

published on 5 October 2015. Aedifica has used Alternative

Performance Measures in accordance with ESMA guidelines

in its financial communication for many years. Some of these

APMs are recommended by the European Public Real Estate

Association (EPRA) and others have been defined by the

industry or by Aedifica in order to provide readers with a better

understanding of the Company’s results and performance.

The APMs used in this annual report are identified with an

asterisk (*). Performance measures defined by IFRS standards

or by Law are not considered to be APMs, neither are those

that are not based on the consolidated income statement

or the balance sheet. The APMs are defined, annotated and

connected with the most relevant line, total or subtotal of the

financial statements, in Note 43 of the Consolidated Financial

Statements.

1. See section ‘Summary of the consolidated financial state-

ments’ on page 75 & following for more information on key

figures stemming from the financial statements.

2. Including marketable investment properties, assets classified

as held for sale*, development projects, rights of use related

to plots of land held in ‘leasehold’ in accordance with IFRS 16

and land reserve.

3. In 2024 and 2023, EPRA Earnings* include a one-off tax

refund of respectively €4.2 million (2024) and €9.0 million

(2023) following the obtention of the Fiscal Investment Ins-

titutions (Fiscale Beleggingsintellingen, ‘FBI’) regime in the

Netherlands. Excluding one-off tax refunds, EPRA Earnings*

per share increased from €4.82 in 2023 to €4.85 in 2024.

4. The ratio of ‘operating result before result on portfolio’ (lines

I to XV of the consolidated income statement) to ‘net interest

charges’ (line XXI) on a 12-month rolling basis.

HIGHLIGHTS

Portfolio of

€6.3 billion

€293m

in new investments & developments

€96m

in completed projects

€128m

in divestments for capital recycling

> pages 69-71

A great workplace

130

employees

24 hours

training per employee

95%

of staff recommend Aedifica

as a great place to work

> pages 59-65

A healthy balance sheet

40.8%

debt-to-assets ratio

BBB

investment-grade credit rating

(CreditWatch positive)

€585m

contracted in long-term (re)financing

€743m

headroom on committed credit lines

> pages 73-74

Excellent ESG performance

Our CSR efforts are paying off, as evidenced

by our excellent ESG scores.

75/100

GRESB score

9.6 – negligible

Sustainalytics Risk Rating

AAA

MSCI score

> page 31

Solid results supporting

an increasing dividend

+7%

increase in rental income y/y

(+2.7% LFL)

+4%

increase in EPRA Earnings* y/y

+3%

increase in dividend y/y

> pages 75-85

Creating the leading European

healthcare REIT

Aedifica’s exchange offer on Cofinimmo

> pages 13-14

annual report 2025 - THIS IS AEDIFICA

AEDIFICA

CONTENTS

THIS IS AEDIFICA

Profile

Discussing 2025 & the future

Aedifica in 2025

Key figures

Highlights

TRENDS, STRATEGY &

VALUE CREATION

OUR APPROACH TO CSR

BUSINESS REVIEW

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

annual report 2025 - THIS IS AEDIFICA - Highlights AEDIFICA

CONTENTS

THIS IS AEDIFICA

Profile

Discussing 2025 & the future

Aedifica in 2025

Key figures

Highlights

TRENDS, STRATEGY &

VALUE CREATION

OUR APPROACH TO CSR

BUSINESS REVIEW

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

89% Healthcare

75% Elderly care centres

5% Cure centres

3% Childcare centres

1% Primary care

5% Other healthcare

7% Oﬃ ces

4% Distribution networks

Creating the leading European healthcare REIT

Aedifica’s exchange offer on Cofinimmo

Opportunity for value

creation

Over the years, both Aedifica and Cofinimmo have

built substantial portfolios of healthcare proper-

ties in key European markets, supported by strong

tenant bases. Recognising this strategic alignment,

Aedifica assessed that combining the two com-

panies to create a larger, more financially robust

healthcare real estate platform would present a

significant opportunity for value creation.

Thanks to an increased scale, the combined group

would have promising prospects for reducing capi-

tal costs and achieving sustainable earnings growth

per share. Furthermore, a combination would

establish a platform that is perfectly positioned

to lead the next phase of growth in the healthcare

real estate sector.

With these strategic advantages in mind, Aedifica

set the stage for the creation of Europe’s lead-

ing healthcare REIT in 2025. Following Aedifica’s

announcement on 1 May 2025 of its intention to

launch an exchange offer for all Cofinimmo shares,

the two companies’ Boards began discussions

about a potential combination. On 3 June 2025,

both Boards unanimously approved an agree-

ment to unite through an all-share exchange offer

launched by Aedifica.

Operational and financial

synergies

The combination of the two companies is expected

to generate significant operational and financial

synergies. This was confirmed on 4 June 2025,

when S&P Global announced in a press release

that it had placed Aedifica’s BBB ratings on ‘Cred-

itWatch’ with positive implications (see page 74),

indicating that S&P Global could likely upgrade

Aedifica’s ratings by one notch to BBB+ if the trans-

action proceeds on the proposed terms.

In March 2026, S&P Global announced that it had

raised Aedifica’s credit ratings following the suc-

cessful takeover exchange offer for Cofinimmo.

Both Aedifica’s long-term issuer credit rating and

the issue rating on its unsecured debt were raised

from ‘BBB’ to ‘BBB+’, with a stable outlook. Further-

more, Aedifica was assigned a short-term issuer

rating of ‘A-2’.

Taking into account the expected synergies and

strong strategic fit, EPRA Earnings per share are

expected to increase, creating scope to increase

dividends in the future while maintaining a sustain-

able payout ratio of consolidated EPRA Earnings.

Getting the necessary

approvals

After approval for the transaction was obtained from

competition authorities in the Netherlands and Ger-

many, and France had provided FDI clearance, the

transaction was still subject to the approval by the

Belgian Competition Authority (BCA). In mid-July

2025, Aedifica announced that further questions

had been asked by the BCA’s Investigation and

Prosecution Service (IPS), after which it entered

into discussions with the IPS regarding potential

commitments it might offer to obtain the transac-

tion’s approval.

On 21 January 2026, the college of the BCA

approved the transaction, subject to the commit-

ment offered by Aedifica to dispose of healthcare

assets located in Belgium over several years, with

a total value of €300 million. Following the Belgian

market authorities’ (FSMA) approval of the transac-

tion prospectus on 27 January 2026, the exchange

offer was open to Cofinimmo shareholders from

Friday 30 January 2026 through Monday 2 March

2026. Cofinimmo shareholders were offered 1.185

new Aedifica shares for each share of Cofinimmo

they tendered.

€10+ billion

portfolio of healthcare properties

Better access

to financing

Synergies

lower operating costs through

shared resources

S&P credit rating

upgraded to

BBB+

Enhanced tenant

diversification

Stronger position in the

European market as

reference

healthcare

REIT

STRATEGIC ADVANTAGES

OVER €10BN IN CARE PROPERTIES

HIGHLY COMPLEMENTARY GEOGRAPHICAL FOOTPRINT

34% Belgium

17% Germany

11% Finland

11% United Kingdom

11% Netherlands

6% France

4% Ireland

4% Spain

2% Italy

1. Combined portfolio based on gross asset values (GAV; excl. right of use of plots of land, land reserves, development projects and financial leases) published in Aedifica’s and Cofinimmo’s Q4 2025 reports.

2. Combined portfolio based on gross asset values (GAV; excl. right of use of plots of land, land reserves, development projects and financial leases) published in Aedifica’s and Cofinimmo’s Q4 2025 reports.

The share of the Belgian portfolio excluding the Office and Distribution Network portfolios amounts to 27%.

€12.4bn

annual report 2025 - THIS IS AEDIFICA AEDIFICA

CONTENTS

THIS IS AEDIFICA

Profile

Discussing 2025 & the future

Aedifica in 2025

Key figures

Highlights

TRENDS, STRATEGY &

VALUE CREATION

OUR APPROACH TO CSR

BUSINESS REVIEW

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

annual report 2025 - THIS IS AEDIFICA - Highlights AEDIFICA

CONTENTS

THIS IS AEDIFICA

Profile

Discussing 2025 & the future

Aedifica in 2025

Key figures

Highlights

TRENDS, STRATEGY &

VALUE CREATION

OUR APPROACH TO CSR

BUSINESS REVIEW

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

1.185x

new Aedifica shares offered

for each tendered Cofinimmo

80% of cofinimmo shares

exchanged

During the initial acceptance period

from 30 January through 2 March 2026,

30,312,595 Cofinimmo shares have been

tendered to the Exchange Offer, with

Aedifica acquiring 79.57% of the shares in

Cofinimmo. The settlement payment took

place on 10 March 2026. 35,920,425 new

Aedifica shares were issued and listed

that day with coupon no. 36 and following

attached. Following this transaction, the

total number of Aedifica shares amounted

to 83,470,544 and the share capital to

€2,202,602,669.09.

Looking forward

With this excellent result, Aedifica can

start working on integrating the teams and

portfolios into a single platform, divesting

the €300 million Belgian healthcare

real estate portfolio in accordance with

the commitments made to the BCA, and

preparing for the legal merger in the second

half of 2026. This merger will accelerate

the integration process and the realisation

of expected synergies, with a full run-rate

impact during 2027.

> See outlook on page 82

JANUARY 2026

> JULY 2025

DIALOGUE WITH BELGIAN COMPETITION AUTHORITY

11 JULY 2025

AEDIFICA SHAREHOLDERS GIVE BROAD SUPPORT TO

EXCHANGE OFFER

3 JUNE 2025

BOTH BOARDS REACH AGREEMENT ON TERMS

1 MAY 2025

AEDIFICA ANNOUNCES INTENTION TO LAUNCH

EXCHANGE OFFER FOR ALL COFINIMMO SHARES

2026

2025

10 MARCH 2026

PAYMENT BY ISSUANCE OF NEW SHARES

30 JANUARY 2026

> 2 MARCH

INITIAL ACCEPTANCE PERIOD

27 JANUARY 2026

PROSPECTUS APPROVED BY FSMA

21 JANUARY 2026

CONDITIONAL APPROVAL BY BELGIAN

COMPETITION AUTHORITY

COFINIMMO SHAREHOLDERS

HAVE CLEARLY EXPRESSED THEIR

CONFIDENCE IN OUR AMBITION

TO CREATE EUROPE’S LEADING

HEALTHCARE REIT, WHICH CAN

SPEARHEAD THE NEXT PHASE OF

GROWTH IN THE HEALTHCARE REAL

ESTATE SECTOR.

Stefaan Gielens

CEO

Stronger

together.

together

annual report 2025 - THIS IS AEDIFICA AEDIFICA

CONTENTS

THIS IS AEDIFICA

Profile

Discussing 2025 & the future

Aedifica in 2025

Key figures

Highlights

TRENDS, STRATEGY &

VALUE CREATION

OUR APPROACH TO CSR

BUSINESS REVIEW

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

annual report 2025 - THIS IS AEDIFICA - Highlights AEDIFICA

CONTENTS

THIS IS AEDIFICA

Profile

Discussing 2025 & the future

Aedifica in 2025

Key figures

Highlights

TRENDS, STRATEGY &

VALUE CREATION

OUR APPROACH TO CSR

BUSINESS REVIEW

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

THE FERN DEAN

CARE HOME IN

DUBLIN-STEPASIDE (IE)

value creation

strategy

Trends,

AEDIFICAannual report 2025 -

TRENDS, STRATEGY & VALUE CREATION

CONTENTS

THIS IS AEDIFICA

TRENDS, STRATEGY &

VALUE CREATION

OUR APPROACH TO CSR

BUSINESS REVIEW

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

As an investor and developer, Aedifica special-

ises in innovative and sustainable real estate that

meets the needs of care operators and their cli-

ents across Europe, with a particular focus on

housing for elderly people with high care needs.

We do not just invest in properties, we create

value for all stakeholders.

• Through our buildings, we aim to improve the

quality of life of their users and reduce their

impact on the environment.

• Our tailored real estate solutions help our ten-

ants to succeed.

• We make our people thrive by offering them a

healthy and inclusive workplace.

• The rental income from our portfolio provides

stable returns for investors.

THANKS TO OUR SUCCESSFUL

GROWTH STRATEGY,

AEDIFICA HAS BECOME

THE MARKET REFERENCE IN

LISTED HEALTHCARE REAL

ESTATE IN EUROPE.

AND WE ARE NOT FINISHED YET.

Stefaan Gielens

CEO

LOUGHSHINNY - CARE HOME IN SKERRIES (IE)

AEDIFICAannual report 2025 -

TRENDS, STRATEGY & VALUE CREATION

CONTENTS

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TRENDS, STRATEGY &

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OUR APPROACH TO CSR

BUSINESS REVIEW

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STATEMENT

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FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

TRENDS

Four fundamental trends underpin the strategy

through which Aedifica creates value for its stake-

holders and society.

Ageing population

Europe’s population is ageing. The

number of people over the age of

80 is expected to double to over

60 million by 2060. As people

live longer, they also need more

and specific care services. This

demographic trend will drive the need

for specialised healthcare real estate

in the coming decades, underpinning

the sector’s resilience. The need for

additional care homes is evident

from the waiting lists that are already

emerging in certain markets as the

baby boom generation ages.

Public funding

European governments

provide public funding

to meet the healthcare

needs of their populations.

Since the COVID-19

pandemic, most European

countries have further

increased their healthcare

spending.

Urbanisation

Europe’s ongoing

urbanisation creates demand

for integrated healthcare real

estate concepts that offer a

variety of services. These care

campuses often combine

elderly care with other

complementary functions,

such as day-care centres,

medical centres, medical

practices, childcare centres or

housing for disabled people.

Consolidation

Both private and public care

providers are increasingly

turning to private investors

to fund their healthcare

infrastructure. The private

sector is growing as care

providers expand their

activities into domestic and

foreign markets. In the public

sector, governments have

limited resources to meet the

growing demand and therefore

tend to focus on financing care

and care dependency rather

than providing care as a

public operator.

AEDIFICAannual report 2025 -

TRENDS, STRATEGY & VALUE CREATION

CONTENTS

THIS IS AEDIFICA

TRENDS, STRATEGY &

VALUE CREATION

OUR APPROACH TO CSR

BUSINESS REVIEW

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Our activities

Acquiring &

developing

•

invest

in buildings that

we lease to care providers.

•

W e

develop

high-qual-

ity, sustainable real estate,

either with our own local

teams or in cooperation

with developers and opera-

tors. In-house development

allows us to deliver tailored

real estate solutions with

multiple (care) services to

meet the needs of our ten-

ants and their clients.

•

We always pursue

value

accretive

acquisitions and

developments while paying

constant attention to ESG

standards.

Diversifying

•

We cater to society’s chang-

ing needs in a flexible way

by diversifying the

building

types

within our portfolio

and even combining differ-

ent types of care within a

single campus.

•

Geographical diversifica-

tion

avoids over-reliance on

a specific care concept or

single social security system

and allows further diversi-

fication of our tenant base.

•

By diversifying our

tenant

base

, we also diversify our

income streams and reduce

the risks associated with any

one operator.

Improving

•

We are committed to

achieving

net zero green-

house gas emissions

across

our entire portfolio by 2050.

To this end, we work closely

with our tenants to upgrade

existing buildings, minimis-

ing their ecological footprint

and environmental risks

while reducing operating

costs.

•

In addition to environmental

upgrades, we are optimising

internal comfort

to enhance

the quality of life for those

who live and work in our

buildings, making our port-

folio truly futureproof.

Strengthening

•

Building and strengthening

relationships with

our oper-

ators and communities

essential to creating long-

term, sustainable value.

This helps us understand

their needs, enabling us to

provide tailored real estate

solutions that help them

succeed while increasing

our earnings and creating

value for society.

•

We empower

our staff

achieve our purpose by

looking after their health

and wellbeing and investing

in their personal develop-

ment through training. We

attract and retain the best

talent in the industry by

providing a healthy working

environment and attractive

remuneration packages.

Our purpose

Offering innovative, sus-

tainable, and affordable

care properties that are

tailored to the needs of

their users and improve

their quality of life.

Our focus

Drawing on demographic

trends and long-term part-

nerships with operators,

we focus on developing

a high-quality portfolio of

European healthcare real

estate and addressing the

long-term care and hous-

ing needs of an ageing

population.

STRATEGY

OUR

ACTIVITIES

OUR

FOCUS

OUR

PURPOSE

AEDIFICAannual report 2025 -

TRENDS, STRATEGY & VALUE CREATION

CONTENTS

THIS IS AEDIFICA

TRENDS, STRATEGY &

VALUE CREATION

OUR APPROACH TO CSR

BUSINESS REVIEW

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

VALUE CREATION

To create sustainable value for our stakeholders and society at large, we buy, develop and

manage healthcare real estate, drawing on resources such as our portfolio, our partnerships, our

organisation and our financial strength.

Resources

Resilient portfolio

• Well-located plots of land

• Quality buildings with long-term leases

• Pre-let development pipeline

Partners

• Operators

• Developers

• Communities

Organisation

• Diverse, motivated & collaborative team

• Expertise developed over 20 years

• Transparent, ethical & sound

governance

Financial strength

• Strong balance sheet

• Diverse sources of financing

• Easy access to capital markets

• Investment-grade credit rating

with positive outlook

Activities

Acquiring & developing

value accretive

properties

Diversifying portfolio,

markets & tenants

Improving sustainability

& comfort

Strengthening

operators, staff &

community

The value we create

Futureproof care properties across Europe

• By investing in sustainable and energy-

efficient buildings, we contribute to a

climate-neutral society.

• The design and amenities of our care

properties improve the quality of life of their

users.

• Addressing society’s changing concepts of

living, our buildings create thriving, care-

focused communities.

Strong partnerships with key stakeholders

• Our long-term partnerships with operators,

suppliers and local authorities provide a

solid foundation for fulfilling our company’s

purpose, driving continued growth and

helping our tenants succeed.

Thriving work environment

• We foster a healthy, diverse and inclusive

environment in which our staff can flourish

and fulfil their potential.

Solid returns for investors

• Our portfolio generates predictable and

indexed revenues over the long term,

offering attractive opportunities for

investors.

36,400

residents

12,700

children

618

care properties

140

operator groups

18 yrs

WAU LT

130

employees

Great Place to Work

€361m

rental income

€4.00

gross dividend/share

AEDIFICAannual report 2025 -

TRENDS, STRATEGY & VALUE CREATION

CONTENTS

THIS IS AEDIFICA

TRENDS, STRATEGY &

VALUE CREATION

OUR APPROACH TO CSR

BUSINESS REVIEW

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

OULU TAHTIMARSSI

SCHOOL IN OULU (FI)

Our approach

to Corporate Social

Responsibility

AEDIFICAannual report 2025 - OUR APPROACH TO CSR

CONTENTS

THIS IS AEDIFICA

TRENDS, STRATEGY &

VALUE CREATION

OUR APPROACH TO CSR

Value chain

DMA

Our CSR framework

Our CSR goals

SDGs & UN global compact

ESG ratings

BUSINESS REVIEW

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Aedifi ca creates value for its stakeholders and the

broader society in a sustainable way. Corporate

Social Responsibility is therefore an integral part

of our strategy.

To structure and maximise our Corporate Social

Responsibility eff orts, we have established a CSR

framework and defi ned several ambitious targets

that enable us to monitor progress and com-

municate transparently. Through these targets,

Aedifi ca also contributes to the United Nations

Sustainable Development Goals (SDGs).

Although Aedifi ca is currently not

subject to the Corporate Sustainability

Reporting Directive (CSRD) and is

expected to remain out of scope when

the Omnibus I Directive comes into

force, we have nevertheless completed

a double materiality assessment (DMA).

Conducted last year, this assessment

identifi es the environmental, social

and governance topics most relevant

to our business and stakeholders. It

was conducted in alignment with the

CSRD and the European Sustainability

Reporting Standards (ESRS).

We will review and update this double

materiality assessment regularly and, in

any event, whenever signifi cant changes

occur

HEERENHAGE - CARE HOME IN HEERENVEEN (NL)

AEDIFICAannual report 2025 - OUR APPROACH TO CSR

CONTENTS

THIS IS AEDIFICA

TRENDS, STRATEGY &

VALUE CREATION

OUR APPROACH TO CSR

Value chain

DMA

Our CSR framework

Our CSR goals

SDGs & UN global compact

ESG ratings

BUSINESS REVIEW

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

1. Value chain

For Aedifica, the value chain is the comprehensive

set of activities, resources and relationships that

are integral to the Group’s business model and the

external environment in which it operates.

Aedifica’s value chain includes:

•

Standing assets: The value chain involves tenant

management and property management. Tenant

management involves attracting and retaining

tenants, negotiating leases, and ensuring tenant

satisfaction. Under our leases, the day-to-day

property management is generally the responsi-

bility of the tenant. However, we also ensure the

property management of our assets by monitor-

ing our tenants’ compliance with (building) legis-

lation, permits and maintenance and inspections

obligations. These activities are crucial as they

directly impact the revenue generated by the

assets and the long-term quality of our assets;

and

•

Development projects: This covers all the

processes the Group employs and relies on to

develop or renovate assets, from the initial con

ception of a project through to its development,

management and eventual sale or lease. This

includes market research, acquisition of land,

design and planning, construction, marketing,

leasing, property management, and, ultimately,

asset disposal or redevelopment. Each of these

stages adds value to the real estate assets, and

the total value delivered to the stakeholders

(investors, tenants, and community) is the sum

of these individual stages.

In addition, Aedifica’s value chain also considers

the end users who work and live in our properties

and the communities in which the properties are

located. End users, i.e. the residents living and staff

working in our properties, are also a key part of

the value chain. Their experience and satisfaction

can influence the success of our tenants and, by

extension, the performance of the assets.

In conducting the double materiality assessment,

we have considered the potential impact of our

sustainability issues on our value chain in order to

develop appropriate strategies to address them.

This inclusive approach ensures that the interests

and concerns of all parties involved in the Com-

pany’s operations, from employees and residents

of our properties, to investors, suppliers, and the

communities in which we operate, are duly con-

sidered and addressed.

Our policies are also designed to cover all our

stakeholders. These policies, such as the Code of

Conduct, the Human Rights Policy, the Charter for

Responsible Supplier Relations, the Anti-Bribery

and Corruption Policy, the Speak Up Policy and

the Privacy Policy (see latest versions available on

our website), outline Aedifica’s commitments and

responsibilities towards our stakeholders and pro-

vide a framework for how we intend to conduct our

business in a sustainable and responsible manner.

We have implemented due diligence processes to

identify, prevent, mitigate, and account for potential

and actual adverse impacts on human rights, the

environment, and governance. These processes

include regular risk assessments, stakeholder

consultations, and continuous engagement with

our stakeholders to identify and align on shared

expectations (see pages 52-53 incorporating by

reference ESRS 1 paragraph 61).

MARTHA FLORA BREDA - CARE HOME IN BREDA (NL)

AEDIFICAannual report 2025 - OUR APPROACH TO CSR - Value chain

CONTENTS

THIS IS AEDIFICA

TRENDS, STRATEGY &

VALUE CREATION

OUR APPROACH TO CSR

Value chain

DMA

Our CSR framework

Our CSR goals

SDGs & UN global compact

ESG ratings

BUSINESS REVIEW

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Health/safety/wellbeing

of the end user

Climate change mitigation

(transition risks)

Energy

Climate change adaptation

(physical risks)

Business ethics

Management of relationship

with suppliers

Data/cyber security

Employee health/safety/wellbeing

Resource use and circular economy

Training and development

Impact on local community

Lobbying

Water consumption

Biodiversity

Diversity

Financial materiality

Impact materiality

8.0

7.0

6.0

5.0

4.0

3.0

2.0

1.0

0.0

0.0 1.0 2.0 3.0 4.0 5.0 6.0 7.0 8.0 9.0 10.0

8 9

2. Double Materiality Assessment

Our Sustainability Statement is based on a double

materiality approach, which – in line with CSRD/

ESRS – considers both Aedifica’s impact on the

environment and society (inside-out perspective),

and the influence of environmental and social top-

ics on Aedifica’s performance (outside-in perspec-

tive). Through this process, material impacts, risks

and opportunities are identified (IROs).

•

An ‘impact’ perspective (inside-out), i.e., the

actual or potential, negative or positive impacts

of Aedifica and its activities on the environment,

the people it works with and the communities

in which it operates, over the short, medium or

long term. It considers the scale (how significant

is the impact?), the scope (how widespread is

the impact?), the remediability (how difficult is

it to reverse the (negative) impact?), as well as

the likelihood of the impact (how likely is the

impact to occur?).

•

A ‘financial’ perspective (outside-in), i.e., the risks

or opportunities that governance, environmental

and social issues represent for Aedifica’s activ-

ities and value, over the short, medium or long

term. It considers Aedifica’s dependence on its

business relations and stakeholders (i.e., financial

partners, tenants or suppliers), as well as the

continuity of use of or access to resources that

are essential for Aedifica to operate and grow

(e.g., financial resources, raw materials, retention

of key talent or development of stricter regula-

tions). The materiality of risks and opportunities

has been assessed based on the likelihood of

occurrence (how likely is the impact to occur?)

and the potential magnitude of the financial

effects. The financial thresholds for the analysis

were considered taking into account, and to a

large extent aligned with, the financial impact

scales used for Aedifica’s risk mapping.

AEDIFICAannual report 2025 - OUR APPROACH TO CSR - DMA

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TRENDS, STRATEGY &

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OUR APPROACH TO CSR

Value chain

DMA

Our CSR framework

Our CSR goals

SDGs & UN global compact

ESG ratings

BUSINESS REVIEW

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

This two-fold materiality per-

spective required by the CSRD

is the main difference with

regard to our materiality matrix

included in the annual reports

prior to 2024 (based on a peer

review, interviews with internal

and external stakeholders and an

online survey).

The double materiality assess-

ment was conducted at the end

of 2024 and the beginning of

2025, in four phases:

1. Purpose and scope

•

Based on a good understanding of the busi-

ness context, we defined the purpose and scope

of the assessment. This included mapping our

value chain, the key affected stakeholders, and

the activities performed throughout the value

chain based on a stakeholder engagement pro-

cess (as described on pages 52-53 incorporating

by reference ESRS 1 paragraph 61).

2. Longlist of sustainability

topics

•

We defined a longlist of sustainability topics,

starting from the ESRS topic list, and enriched it

with sustainability topics that were material in the

previous materiality assessment or that emerged

from our desktop research.

•

This was further supplemented by conducting

a contextual analysis, a sectoral analysis and a

selection of applicable international standards

that are relevant to the healthcare real estate

and healthcare sector.

•

Key topics of sectors that represent Aedifica’s

value chain were integrated in the analysis,

including but not limited to construction mate-

rials, and health, safety and wellbeing of the

resident.

3. Short list and identification

of impacts, risks, and

opportunities (IROs)

•

Together with specialists within the organisation

(who are in regular contact with the broader

group of internal and external stakeholders –

see pages 52-53) and taking into account the

position of our stakeholders, the longlist was

brought back to a shortlist. During this process,

internal and external documents were analysed

(policies, CSR frameworks, strategy documents,

sector reports, reports from peers, customer

questionnaires, supplier information, analyst and

rating reports, and investor questions).

•

For each of the sustainability topics on the short-

list, the different (potential) impacts, risks and

opportunities over the short, medium and long

term were identified in close collaboration with

our group of internal specialists. Internal exer-

cises, e.g. CRREM, as well as external assess-

ments, e.g. climate change risk assessment (S&P

Global Climanomics), were used for the scoring.

4. Validation by Audit

and Risk Committee

• Each of the previous steps was regularly dis-

cussed within the Sustainability Steering Com-

mittee and also with an external advisor. These

internal discussions served to supplement and

critically evaluate the preliminary drafts of the

materiality assessment, thereby ensuring a

robust and comprehensive review process.

• A detailed presentation and explanation of the

double materiality assessment (methodology

and results) was discussed with and validated

by the Audit and Risk Committee. The Audit and

Risk Committee also reported on this matter to

the Board of Directors.

At the beginning of 2025, the audi-

tor reviewed the complete double

materiality assessment (including

the methodology applied, the

outcome and the explanations

included in this chapter) through

a limited assurance review (see

pages 236-238 of the 2024 Annual

Report).

TOMARES MIRÓ - CARE HOME IN TOMARES (ES)

AEDIFICAannual report 2025 - OUR APPROACH TO CSR - DMA

CONTENTS

THIS IS AEDIFICA

TRENDS, STRATEGY &

VALUE CREATION

OUR APPROACH TO CSR

Value chain

DMA

Our CSR framework

Our CSR goals

SDGs & UN global compact

ESG ratings

BUSINESS REVIEW

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Results

In total, fifteen topics were identified, of which five

were identified as material to Aedifica in terms of

their level of importance from both a financial and

impact perspective. The most material topics are

those with a high score in both the impact and the

financial perspectives (a score of at least 7 on the

impact materiality axis and at least 5 on the financial

materiality axis in the matrix; located in the dotted

red highlighted area in the materiality matrix).

Our sustainability efforts in the coming years will

primarily focus on these material topics. On the

basis of this matrix, we have aligned our CSR frame

work and goals, assuming our responsibility and

responding as much as possible to the issues of

interest to the Group.

The results of the double materiality assessment

have also been directly integrated into the Group’s

risk management approach and are also used to

further shape and strengthen our business strategy

for resilience.

However, the topics that are now considered less

material remain relevant for Aedifica. This does not

mean that we are not interested in these topics, or

that we will not work or communicate on them. It

just means that our efforts on these topics will have

less impact on our organisation and environment.

Moreover, the double materiality assessment is

a dynamic exercise due to the evolving business

context and environment in which we operate, and

will be reviewed and updated regularly and, in any

case, when significant changes occur.

Disclosure requirements in ESRS covered by the double materiality assessment

(ESRS 2 IRO-2)

Cross-reference table between the ESRS.

Pillar

ESRS Topic

Environment ESRS E1 Climate change Adaptation to climate change

ESRS E1 Climate change Climate change mitigation

ESRS E1 Climate change GHG emissions relating to the

energy consumption of building

operations and of construction

Social ESRS S4 Consumers and end-users Health, safety and wellbeing

of the end-user

Governance ESRS G1 Business conduct Business ethics and corruption

This section is a first attempt to align with CSRD

requirements and is primarily intended to provide a

synthetic and limited insight into each of the topics

listed in the double materiality assessment.

Beyond the information provided in this report, a

range of sustainability-related documents, non-fi-

nancial disclosures, and policies are readily avail-

able to the public.

These resources can be found on our website and

provide valuable insight into the Company’s sus

tainability efforts and non-financial performance.

This initiative underlines our commitment to open

communication with our stakeholders and our

unwavering dedication to sustainable practices.

AEDIFICAannual report 2025 - OUR APPROACH TO CSR - DMA

CONTENTS

THIS IS AEDIFICA

TRENDS, STRATEGY &

VALUE CREATION

OUR APPROACH TO CSR

Value chain

DMA

Our CSR framework

Our CSR goals

SDGs & UN global compact

ESG ratings

BUSINESS REVIEW

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

2.1. Double materiality assessment:

environmental topics

Environmental topics stand out as the most material

for Aedifica, as 4 separate topics out of the 8 envi-

ronmental topics have been identified as material.

They are all linked to Aedifica’s direct activities, all

along its value chain.

Therefore, the matrix directly points out Aedifica’s

impact on the environment, and mostly on climate

topics. The topics identified as presenting high risks

or opportunities for Aedifica are GHG emissions

relating to energy consumption of building opera-

tions, GHG emissions relating to energy consump-

tion of construction, climate change adaptation and

climate change mitigation.

2.1.1. most material environmental

topics

Adaptation to climate change (ESRS E1)

For Aedifica, all categories of emissions, as well

as the process of adapting to climate change, are

considered material. Given the direct correlation to

our core business operations, the double material-

ity assessment highlighted both significant financial

considerations and material impacts. The poten-

tial ramifications are considerable as the ability to

maintain an ambitious emissions reduction trajec

tory while managing the physical risks associated

with climate change is a key risk for the Group.

Operating in multiple countries with assets hous-

ing vulnerable persons, necessitates Aedifica’s

adaptation to the repercussions of climate change.

From an impact (environmental and social) per

spective, the real estate sector plays a crucial role

in the global effort to reduce greenhouse gas (GHG)

emissions and adapt to climate change. Both the

construction and operation of buildings account for

a significant proportion of global GHG emissions.

In addition, the built environment can contribute to

the ‘urban heat island’ effect, which poses health

risks, particularly for vulnerable populations such

as the elderly.

From a financial perspective, given the geograph

ical location of our assets, sectoral frameworks

and international benchmarks, Aedifica (like other

companies in the sector) is vulnerable to the phys-

ical risks associated with climate change, such

as extreme weather events and long-term shifts

in climate patterns. These can lead to property

damage, increased insurance costs and poten-

tial devaluation of assets. In addition, there are

transition risks associated with the shift towards a

low-carbon economy, such as investment costs,

policy and legal changes, technological advance-

ments and changing market preferences, which can

impact the profitability and viability of real estate

investments. Aedifica conducted in the context of

its building assessment framework an adaptation

analysis to identify the most vulnerable sites, which

serves as a basis for further targeted action.

Climate change mitigation (ESRS E1)

Climate change mitigation is a crucial material topic

for Aedifica due to its significant environmental and

financial impacts. From an impact materiality per-

spective, our operations contribute to GHG emis-

sions, which drive global warming and increase

the risk of extreme weather events. These events

can lead to the partial loss or reduced usability

of our buildings, affecting our operations and the

communities we serve.

From a financial materiality standpoint, climate

change presents several risks and opportunities.

Transition risks, such as carbon pricing and policy

changes, could lead to increased operational costs

if our buildings do not meet future GHG emission

standards. However, there are also opportunities

to enhance the resilience and market attractive

ness of our buildings through sustainable design

and energy-efficient installations. By proactively

addressing climate change, we can mitigate risks,

capitalise on opportunities, and strengthen our

financial performance.

GHG emissions relating to energy

consumption of building operations and of

construction (ESRS E1)

Energy consumption is a material topic that signifi-

cantly impacts our environmental footprint. From an

impact materiality perspective, promoting sustain-

able practices and reducing energy demand can

lower the environmental impact of our operations.

Inefficient energy management or reliance on fossil

fuels can lead to increased GHG emissions and

contribute to climate change. Conversely, investing

in energy-efficient technologies and green energy

sources can reduce our environmental impact and

enhance our reputation.

Financially, energy costs represent a substantial

portion of our operators’ operational expenses.

Limited or expensive availability of energy can

increase costs, affecting profitability and the rent

payment capacity. However, by reducing energy

consumption and investing in energy-efficient solu-

tions, we can lower operational costs and improve

financial performance. In addition, energy-efficient

buildings are more attractive to tenants, potentially

increasing occupancy rates and rental income and

positively impacting the valuation of the asset.

Aedifica is therefore strongly committed to working

with its operators to enhance the energy efficiency

of its assets, while at the same time helping them

to shape and support their sustainability strategy.

Addressing energy consumption is therefore cru-

cial for both our environmental sustainability and

financial success.

2.1.2. environmental topics with

limited materiality

Water consumption (ESRS E3)

Water management is a component of our sus-

tainability strategy, including efforts to enhance

water efficiency in use, raise awareness, and equip

buildings with water-efficient devices. However, it

has been identified as less material to Aedifica from

both a financial and impact materiality perspective.

The assets of the Group’s portfolio are not con-

sidered to be significant consumers of water, as

consumption is mostly determined by the number

of residents. Furthermore, except for our corporate

offices, we do not have direct control over the water

consumption of our assets. This means that while

water management is a part of Aedifica’s sustain-

ability strategy, it is not considered as significant or

influential as other factors in terms of its financial

implications or the magnitude of its impact.

(Hazardous) waste management (ESRS E5)

Waste management has been identified as less

material for Aedifica from both a financial and

impact materiality perspective. With the excep-

tion of our corporate offices, we have no direct

impact on waste management in our assets. How-

ever, waste management is a component of our

sustainability strategy. Our efforts are focused on

raising awareness to reduce the volume of waste

generated and improving the way it is sorted and

recycled.

Consumption of raw materials (ESRS E5)

Development projects require significant amounts

of raw materials for construction. The type and

quantity of materials used can have an impact on

the environment, both in terms of resource deple

tion and the carbon footprint associated with the

production and transport of materials.

From an environmental perspective, the extraction

and processing of raw materials can lead to habitat

destruction, loss of biodiversity, soil erosion and

pollution of water resources. From a social per-

spective, the extraction of raw materials can have

a significant impact on local communities. It can

lead to displacement of people, loss of livelihoods,

and social conflict. Furthermore, poor working con-

ditions in the extraction and processing industries

can lead to health and safety issues for workers.

Any increase in the price of these materials can

also impact the viability of new development or

extension projects, although the adoption of cir-

cular economy practices could potentially reduce

material consumption while maintaining growth

and wealth creation, thereby reducing costs.

While we recognise the substantial consequences

the consumption of raw materials can have, it is not

currently considered a material topic for Aedifica.

Although the management of standing assets

regularly consumes raw materials (regular main-

tenance, renovations, and upgrades all require

multiple types of resources) and the choice of

materials can affect the energy efficiency, longevity

and overall environmental impact of the building,

at this stage the difference Aedifica can make for

the environment is nevertheless less significant

than compared to other topics.

Biodiversity (ESRS E4)

Biodiversity considerations are important in the

context of development projects. Given the limited

number of committed development projects, bio-

diversity is today from both a financial and impact

materiality perspective less material for Aedifica. Of

course, biodiversity considerations also play a role

in the management of standing assets, albeit to a

much lesser extent. In the operation of standing

assets, biodiversity is often less material because

these assets are already built and their impact on

biodiversity is largely determined. Buildings and

their landscaping are part of the living environment

for urban species and therefore have a potential

impact on biodiversity. With upcoming regulatory

requirements and a growing demand from citizens

(including our residents) for a better living environ-

ment, biodiversity is evidently considered in the

management of standing assets.

AEDIFICAannual report 2025 - OUR APPROACH TO CSR - DMA

CONTENTS

THIS IS AEDIFICA

TRENDS, STRATEGY &

VALUE CREATION

OUR APPROACH TO CSR

Value chain

DMA

Our CSR framework

Our CSR goals

SDGs & UN global compact

ESG ratings

BUSINESS REVIEW

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

2.2. Double materiality assessment:

social topics

Out of the five social topics discussed covering the

social-focused ESRS, one was recognised as mate-

rial for Aedifica. The matrix shows that the health,

safety and wellbeing of the end user is considered

material from a financial perspective.

2.2.1. most material social topics

Health/safety/wellbeing of the end user

(ESRS S4)

Our end users are the people who live and work

in our properties.

The sustainability topic ‘health, safety and well-

being of the end user’ is considered material from

a financial perspective. Although the day-to-day

maintenance of our properties and care for the

residents is the responsibility of our operators and

Aedifica has no direct relation with the residents

and staff in the care homes, the health, safety and

wellbeing of the residents and staff will impact the

performance of our assets and therefore the rent

payment capacity of our operators.

In addition, issues or the perception around matters

in this area will also directly negatively impact our

reputation and attractiveness for investors and

ultimately make access to capital more difficult.

However, our concern goes beyond our reputation.

Taking care of the residents of our properties is at

the heart of our company’s mission and we have

mechanisms in place to monitor this to the maxi-

mum extent possible (see page 54).

2.2.2. social topics with limited

materiality

Employee health, safety and wellbeing

(ESRS S1)

Given the nature of our operations, which involves

a limited workforce in office settings, Aedifica is not

significantly exposed to health and safety risks in

its offices. While health and safety, wellbeing and

security are important aspects of any workplace

and proactive management of these issues is nec-

essary, their materiality in our operations, particu-

larly from both an impact and financial materiality

perspective, is relatively low. The potential risks

associated with these areas are unlikely to have

substantial implications for Aedifica’s reputation

among stakeholders or its legal compliance.

Diversity, equity and inclusion (ESRS S1)

Although diversity, equity and inclusion (DEI) is a

core value at Aedifica and a cornerstone for our HR

management, it has been identified as less mate-

rial for Aedifica from both a financial and impact

materiality perspective. This suggests that although

DEI is embedded in our strategy, it is not consid-

ered as influential or significant as other factors

in terms of its financial implications or the extent

of its impact. This is due to a number of factors

including the nature of Aedifica’s operations, the

relatively small number of Aedifica employees and

the strong regulatory framework of the countries

in which Aedifica operates. Despite its compara-

tively more limited materiality, DEI remains a crucial

part of Aedifica’s commitment to fostering a better

workplace, as the value of DEI lies in its potential to

improve the work environment, promote a culture

of respect and acceptance, and ultimately contrib-

ute to employee wellbeing and talent retention (see

page 61 & following).

Training and development for employees

(ESRS S1)

Aedifica places significant importance on the train-

ing and development of its employees. Recog-

nising the value of robust training programmes

and continuous learning, we understand the role it

plays in maintaining a competitive edge, fostering

innovation and ensuring employee satisfaction.

Aedifica places a high emphasis on talent retention,

providing career development opportunities and

promoting employee wellbeing (see pages 64-65).

These initiatives not only contribute to a positive

work environment, but also help to attract and

retain top talent. From a risk perspective, inade-

quate or ineffective training could potentially lead

to performance issues, reduced employee satis

faction and a loss of competitive advantage. There-

fore, while the (impact and financial) materiality of

this aspect might be lower when viewed from a

broader perspective, the potential risks associated

still underscore its importance.

Impact on local community (ESRS S1)

The sustainability topic ‘impact on local community’

has been identified as less material for Aedifica

from both a financial and impact materiality per-

spective. This assessment is based on the nature

of our investments, which are designed to integrate

seamlessly into existing communities and pro-

vide essential services without causing significant

disruption. Our projects are typically located in

areas with established infrastructure and are devel-

oped in close consultation with local stakeholders

(including local authorities) to ensure alignment

with community needs.

We also adhere to stringent regulatory require

ments and monitor compliance of these require-

ments by our tenants.

AEDIFICAannual report 2025 - OUR APPROACH TO CSR - DMA

CONTENTS

THIS IS AEDIFICA

TRENDS, STRATEGY &

VALUE CREATION

OUR APPROACH TO CSR

Value chain

DMA

Our CSR framework

Our CSR goals

SDGs & UN global compact

ESG ratings

BUSINESS REVIEW

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

2.3. Double materiality assessment: governance topics

One out of four governance topics was identified as material.

2.3.1. most material governance

topics

Business ethics and corruption

(ESRS G1)

In the context of business ethics, corruption is a

topic of substantial materiality for Aedifica from a

financial perspective, reflecting the broader real

estate sector’s vulnerability to bribery, corruption,

and anti-competitive practices. These risks arise

from several factors, including Aedifica being active

in more than 7 jurisdictions, its local presence

through its country teams, the need to manage

multiple local agents and subcontractors, the com-

plexity of project financing and project permitting,

the size of the contracts involved in the construc-

tion of large projects and the competitive process

often required to secure contracts with private and

public entities.

It has the potential to affect Aedifica’s reputation

and financial performance and could result in legal

penalties, financial losses and damage to Aedifica’s

reputation.

Moreover, business ethics are crucial to maintaining

a fair and respectful workplace and a healthy rela-

tionship with suppliers. Ethical misconduct can also

lead to a problematic work environment, affecting

employee morale, productivity and talent retention,

and could not only damage our reputation with

suppliers but also, conversely, lead to us being

drawn into the abusive business practices of sup-

pliers, exposing us to significant reputational and

financial risks.

2.3.2. governance topics with limited

materiality

Management of relationship with suppliers

(ESRS G1)

Management of supplier relations comprises two key

elements: (i) Aedifica values its suppliers and places

great importance on treating them fairly, (ii) Aedifica

expects its suppliers to act responsibly and uphold

high standards of conduct, and monitors in that context

the ongoing relationship with its suppliers.

In addition, in order to ensure the smooth execution of

its construction projects, Aedifica also attaches great

importance to monitoring the risk of insolvency of its

suppliers in the context of construction projects.

Although each of the above matters is an essential part

of Aedifica’s operational strategy and part of its broader

compliance programme, they are nevertheless less

material to us, both from an impact and financial per-

spective. All the countries in which we operate have

strict regulations (social, tax, health and safety, etc.) and

our value chain is relatively limited. Moreover, suppliers

are only selected on the basis of our internal pro-

curement policy, which includes supplier screening.

Finally, the existing pipeline of development projects

has currently become relatively small.

Political engagement and lobbying activities

(ESRS G1)

While we acknowledge that lobbying can have its

merits in proactively managing legislative devel-

opments and maximising our positive impact on

society by sharing our expertise and insights with

government as one of the market leaders in health-

care real estate, political engagement and lobbying

activities are not considered material sustainabil-

ity topics for Aedifica. This is due to the stringent

regulations on bribery (and to a lesser extent also

lobbying) in all countries where we operate, and

the fact that we engage in lobbying exclusively

through sector associations, which further mit-

igates any potential risks associated with direct

political influence. Finally, our anti-bribery policy

strictly prohibits making political contributions,

reinforcing our commitment to ethical business

practices and minimising any undue influence on

political processes.

Data privacy and cybersecurity

(ESRS S4)

As Aedifica is a real estate company that does not

have access to the personal data of the residents

of our tenants living in our assets, its exposure to

data privacy and cybersecurity risks is compar-

atively low. However, Aedifica processes certain

personal data on a limited scale and adheres in

that respect to the GDPR and local legislation. In

particular, Aedifica manages (personal) data of its

employees, (registered) shareholders and tenants

(in the context of its AML procedures). Therefore,

it is also crucial for Aedifica to have robust privacy

and cybersecurity measures in place to protect this

data and comply with relevant regulations. More-

over, cybersecurity remains essential to ensure

the integrity of our digital infrastructure and pre-

vent disruptions to our operations. A cybersecurity

breach could lead to operational downtime, finan-

cial losses and damage to Aedifica’s reputation.

However, given that this would not impact our

tenants and their operations, and thus the perfor-

mance of our assets, the materiality of this topic is

rather limited.

AEDIFICAannual report 2025 - OUR APPROACH TO CSR - DMA

CONTENTS

THIS IS AEDIFICA

TRENDS, STRATEGY &

VALUE CREATION

OUR APPROACH TO CSR

Value chain

DMA

Our CSR framework

Our CSR goals

SDGs & UN global compact

ESG ratings

BUSINESS REVIEW

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

3. Our CSR

framework

Following our 2024 double materiality assessment,

we have aligned our CSR framework to enable

us to work towards our Company’s purpose and

address our key CSR topics. Our CSR framework

helps us to embed sustainability in everything we

do and focus on the issues where we can have the

greatest impact.

Our Corporate Social Responsibility Framework is

focused on three main areas: reducing our envi-

ronmental footprint, strengthening our stakeholder

relationships and continuing to be an attractive

organisation in which our people can thrive.

Portfolio

Reducing our enviromental impact,

operational costs and risks

• Measuring and reducing

environmental impact

• Minimising risks (safety, technical,

materials, etc.)

• Complying with (future) building

regulations

• Optimising internal comfort

• Stimulating eco-efficient investments

by operators and/or third parties

• Meeting the needs of future senior

housing

Partners

Strengthening our relationships within

the healthcare real estate sector

• Optimising relationships with

operators

• Sharing knowledge in the healthcare

sector concerning sustainable real

estate

• Connecting with our communities

and better understanding the needs

of residents and operators

Organisation

Making our people thrive

• Investing in the training and

development of our team

• Running a robust health & wellbeing

programme

• Remaining attractive to the industry’s

top talent

• Providing a healthy work environment

for a diverse workforce

• Meeting fundamental ethical

standards

• Having governance policies and

procedures in place

AEDIFICAannual report 2025 - OUR APPROACH TO CSR - Our CSR framework

CONTENTS

THIS IS AEDIFICA

TRENDS, STRATEGY &

VALUE CREATION

OUR APPROACH TO CSR

Value chain

DMA

Our CSR framework

Our CSR goals

SDGs & UN global compact

ESG ratings

BUSINESS REVIEW

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

4. Our CSR goals

Following the double materiality assessment, we

have aligned our action plan and committed our-

selves to ambitious CSR goals. These goals allow us

to focus our efforts on reducing our environmental

impact and to work with key stakeholders (such as

employees, shareholders, residents, etc.) to achieve

these goals while maintaining responsible business

practices.

In the Business Review chapters, you can track

how far we have progressed in achieving these

objectives.

Non-financial

reporting

Aedifica is not subject to the

Corporate Sustainability Reporting

Directive (CSRD) or EU Taxonomy.

For several years, however, Aedifica

has designed its Annual Financial

Report to include not only financial

information, but also extensive

non-financial disclosures. We

are continuing to closely monitor

developments in the legislative

framework and are taking this

into account when defining and

implementing our CSR strategy.

This Annual Report incorporates a

substantial amount of CSR-related

information. Similar to last year,

Aedifica will therefore not publish

a separate CSR report, but only

an Environmental Data Report in

June 2026 providing an update of

our environmental performance,

including KPIs.

Goals Actions taken in 2025 Status

PORTFOLIO

Achieving net zero emissions for our real estate

portfolio by 2050

Portfolio evaluation using CRREM and interim

target set for 2030 (targets were set for country

management and the Executive Committee).

on track

Applying Building Assessment (BA) strategy to 100%

of our properties in operation

Ongoing. A group-wide platform was implemented

to support compliance assessment.

on track

Conducting a climate change risk assessment

Climate change risk assessment for physical and

transition risks conducted and integrated in the

annual strategic asset review.

PARTNERS

Increasing the response rate of operators

participating in engagement survey

New operator engagement survey conducted in

2025, with an improved response rate of nearly 50%.

Implementing a green awareness programme for

tenants

The green lease annex was added to both newly

signed and several existing leases.

ongoing

Organising Operator Days in each region every three

years

Operator Days organised in Belgium and the

Netherlands in 2024.

ongoing

Organising annual Community Days for employees

Community Days organised in Belgium, the

Netherlands, Germany & Finland. 59 employees

performed nearly 200 hours of community support.

ORGANISATION

Rolling out Aedifica Academy in all regions

Aedifica Academy was launched for all teams. Over

3,150 hours of training were offered to employees.

Organising an annual employee satisfaction survey With a participation rate of 94% and a Trust Index

Score of 85%, 9 out of 10 employees recommend

Aedifica as a great place to work.

Mandatory annual ethics training for employees

100% of employees have received ethics training.

Implementing a health & wellbeing programme for

employees

Initiatives to improve communication, social

cohesion and employee engagement.

ongoing

130 kWh/m²

net energy use intensity

target for 2030

64 &

AEDIFICAannual report 2025 - OUR APPROACH TO CSR - Our CSR goals

CONTENTS

THIS IS AEDIFICA

TRENDS, STRATEGY &

VALUE CREATION

OUR APPROACH TO CSR

Value chain

DMA

Our CSR framework

Our CSR goals

SDGs & UN global compact

ESG ratings

BUSINESS REVIEW

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

5. SDGs & UN Global Compact

The United Nations Sustainable Development

Goals are considered a blueprint for a better and

more sustainable future for us all. Covering a wide

range of sustainable issues such as poverty, health,

education, climate change and environmental deg-

radation, the SDGs are a call to action for govern-

ments, organisations and civil society. At Aedifica,

we use the SDGs as an overarching framework to

shape our CSR strategy, focusing our efforts on

four aspects to which we can make a meaningful

contribution.

AEDIFICA’s contribution

5. Gender equality

Aedifica strives for equal opportunities for employ-

ees at all levels of our organisation. We monitor

employee engagement and training opportunities

and conduct an annual gender pay gap analysis to

reduce inequalities. Within our supply chain and in

our interactions with other stakeholders, we aim to

promote diversity and equal opportunities.

7. Affordable and clean energy

Investing in energy efficiency is critical to achieving

our greenhouse gas reduction target. That is why

we invest in advanced technologies that reduce

energy consumption, on-site renewable energy

generation such as solar, and benchmark the

energy intensities of our entire portfolio to identify

opportunities and raise operators’ awareness of

their relative inefficiencies.

12. Responsible consumption and

production

We introduced a material passport for each large

(re)development and renovation project to bet-

ter manage the natural resources used in con-

struction. This material passport provides detailed

information on the materials used, helping us to

understand our consumption patterns and to pro-

mote responsible consumption and production. We

raise awareness among our tenants to significantly

reduce waste production in their operations and

increase recycling wherever possible.

13. Climate action

We have developed a building assessment frame-

work that includes a climate change risk assess-

ment to better understand the impact of climate

change on our organisation and our operators.

We will work with local authorities to create resil-

ient communities. Our net zero GHG pathway lays

the foundation for minimising our greenhouse gas

emissions each year, pursuing the ultimate goal of

net zero GHG emissions by 2050.

6. Excellent ESG ratings

Aedifica has participated in ESG assessments by

independent rating agencies to benchmark and

improve its efforts and communication on sustaina-

bility, and check its resilience to long-term and ESG

risks. These assessments were conducted within

the framework of EPRA Sustainability Reporting and

the Global Real Estate Sustainability Benchmark

(GRESB). Other rating agencies also publish reports

on Aedifica’s sustainability performance, such as

Sustainalytics and MSCI.

The ratings awarded to Aedifica in 2025 once again

demonstrate that our CSR approach is on the right

track. In the GRESB

, we achieved 75/100 for the

reference year 2024, highlighting the Group’s firm

commitment to sustainability and long-term value

creation. Within the ‘Healthcare Listed’ category,

Aedifica continues to demonstrate strong ESG per-

formance, ranking in the top half of a growing and

increasingly competitive peer group.

While Aedifica maintained its excellent ‘Negligible’

Sustainalytics Risk Rating (9.55), the Group further

improved its MSCI rating to ‘AAA’.

In addition, Aedifica’s reporting on its efforts in

the field of corporate social responsibility in 2024

(published in the Annual Report of April 2025 and

the Environmental Data Report of June 2025) was

awarded a 6

consecutive ‘EPRA sBPR Gold Award’.

AAA

MSCI score

2025 2024 2023 2022 2021 2020 2019

EPRA sBPR

Gold Gold Gold Gold Gold Gold Silver

+ Most

Improved

GRESB

75 ** 75 ** 75 ** 68 ** 66 ** 57* –

Sustainalytics

Risk Rating

Negligible

(9.6)

Negligible

(9.3)

Low

(11.1)

Low

(11.1)

Low

(11.9)

Low

(17.8)

–

MSCI

AAA A A A BBB BB BB

1. GRESB (Global Real Estate Sustainability Benchmark) is an independent real estate benchmark that assesses the sustainability

policy of real estate companies.

UN Global Compact

In addition to its public commitment to

the SDGs, Aedifica has endorsed the UN

Global Compact, the UN corporate social

responsibility initiative, and its principles

in the areas of human rights, labour, envi-

ronment and anti-corruption.

AEDIFICAannual report 2025 - OUR APPROACH TO CSR - SDGs & UN global compact

CONTENTS

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TRENDS, STRATEGY &

VALUE CREATION

OUR APPROACH TO CSR

Value chain

DMA

Our CSR framework

Our CSR goals

SDGs & UN global compact

ESG ratings

BUSINESS REVIEW

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

OULU SATAMATIE 34

SERVICE COMMUNITY IN OULU (FI)

Business

Review

AEDIFICAannual report 2025 - BUSINESS REVIEW

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TRENDS, STRATEGY &

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OUR APPROACH TO CSR

BUSINESS REVIEW

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Partners

Organisation

Financial review

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STATEMENT

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FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

The Satamatie service community in Oulu is a prime

example of how modern care facilities can reinforce

regional care capacity while offering seniors a digni-

fied, safe and socially enriching living environment.

Located in the historic harbour district of Toppilan-

salmi, the project transformed a former warehouse

into a contemporary, future-proof care campus -

demonstrating Aedifica’s commitment to building

sustainable and socially impactful care infrastruc-

ture.

The redevelopment preserves key elements of the

original harbourside structure while incorporating

modern construction standards, energy-efficient

systems, and modular layouts that allow care func-

tions to evolve over time.

Portfolio

pages 34 > 50

Partners

pages 51 > 58

Organisation

pages 59 > 67

Financial review

pages 68 > 86

€361m

2025 rental income

130

employees

618

care properties

140

operator groups

OULU SATAMATIE 34 - SERVICE COMMUNITY IN OULU (FI)

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FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

PORTFOLIO

Our property types

Elderly care homes

Elderly care homes provide long-term accommo-

dation for seniors who rely on domestic services

and assistance with daily tasks, as well as nursing

or paramedical care on a continuous basis.

Senior housing

Senior housing is designed for elderly people who

want to live independently while having access to

care and services on demand. These care proper-

ties consist of individual housing units where the

elderly live independently, with communal service

facilities available on an optional basis.

Childcare centres

In northern Europe, we also invest in childcare

centres, either as standalone centres or in com-

bination with other care or school facilities. These

nurseries (‘pre-school’) provide day care for chil-

dren aged 0 to 6.

Mixed-use elderly care

buildings

Mixed-use elderly care buildings combine in one

building – or in several buildings on one site – housing

units for both seniors requiring continuous care and

seniors who want to live independently with care ser-

vices available on demand. We are also investing in

care campuses that combine elderly care with other

complementary care functions such as day-care

centres, medical centres, medical practices, childcare

centres, housing for people with a disability, etc.

Other care buildings

The other care buildings in our portfolio accom-

modate various care activities (some of which are

combined with housing) and various target groups

(regardless of age) with high or specific permanent or

temporary care needs due to disability, illness or other

circumstances such as domestic violence, addiction

therapy, emergency childcare, special education, etc.

LOUGHSHINNY - CARE HOME IN SKERRIES (IE)

OULU SATAMATIE 34 - SERVICE COMMUNITY IN OULU (FI) THE FERN DEAN - CARE HOME IN DUBLIN-STEPASIDE (IE)

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ADDITIONAL INFORMATION

1. Our portfolio

1.1 Our portfolio as at 31 December 2025

Overview of fair value, contractual rents and gross yields by country

Sites

Total

surface

(m²)

Residents

Children

Fair value of

marketable

investment

properties

Contractual

rent

Estimated

rental value

(ERV)

Gross

yield

Belgium

79 505,527 8,238 - €1,255,280,029 €73,981,058 €70,788,735 5.9%

Germany

99 603,160 10,097 - €1,190,020,000 €66,847,429 €67,545,024 5.6%

Netherlands

68 331,628 3,111 - €693,910,000 €43,174,927 €43,851,407 6.2%

United

Kingdom

117 350,667 7,652 - £1,092,590,021

€1,252,567,052

£70,674,008

€81,022,096

£76,387,719

€87,572,409

6.5%

Finland

230 327,508 4,546 12,697 €1,233,640,000 €74,990,076 €72,915,728 6.1%

Ireland

22 117,368 2,306 - €432,802,303 €24,339,740 €23,645,400 5.6%

Spain

3 20,624 440 - €34,125,000 €1,884,388 €1,906,000 5.5%

Right of use

related to plots

of land held in

‘leasehold’

€78,919,796

Land reserve

€11,605,971

Total 618 2,256,482 36,390 12,697 €6,182,870,152 €366,239,713 €368,224,701 6.0%

618

care properties

2,256,500

m²

36,400

residents

12,700

children

6.0%

average gross yield

1. Amounts in GBP were converted into EUR based on the

exchange rate of 31 December 2025 (0.87228 EUR/GBP).

2. Including assets classified as held for sale*.

3. Based on the fair value (re-assessed every three months).

For healthcare real estate, the gross yield and the net yield

are generally equal (‘triple net’ contracts) with the operating

charges, the maintenance costs and the rents on empty

spaces related to the operations generally being supported

by the operator in Belgium, the United Kingdom, Ireland,

Spain and (often) the Netherlands. In Germany and Finland

(and the Netherlands, in some cases), the net yield is

generally lower than the gross yield, with certain charges

remaining the responsibility of the owner, such as the repair

and maintenance of the roof, structure and facades of the

building (‘double net’ contracts).

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ADDITIONAL INFORMATION

INVESTMENT PROPERTIES IN FAIR VALUE (IN € MILLION)

GEOGRAPHICAL BREAKDOWN IN FAIR VALUE (%)

BREAKDOWN BY FACILITY TYPE IN FAIR VALUE (%)

AGE OF BUILDINGS IN M²

UNEXPIRED LEASE TERM IN FAIR VALUE (%)

Dec

6,500

6,000

5,500

5,000

4,500

4,000

3,500

3,000

2,500

2,000

1,500

1,000

500

20%

compound

annual growth

rate

69% Elderly care homes

3% Senior housing

15% Mixed-use

elderly care buildings

6% Childcare centres

7% Other care buildings

23% ≤5 years

22% 6-10 years

14% 11-15 years

40% >15 years

1% Project

71% ≥15 years

16% 10-15 years

12% 5-10 years

1% <5 years

198

302

356

360

453

566

619

728

971

1,065

1,456

1,661

1,964

2,636

3,815

4,896

5,704

5,849

6,218

6,285

1% Spain

7% Ireland

20% Finland

21% United Kingdom

11% Netherlands

19% Germany

21% Belgium

June June June June June June June Dec Dec Dec Dec Dec Dec

100

13 14 15 16 17 18 19 20 21 22 23 24 25

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WEIGHTED AVERAGE UNEXPIRED LEASE TERM BY COUNTRY (IN YEARS)

18 years

WAU LT

100%

overall occupancy rate

Insured value

The investment properties are insured by Aedifica for a total value of €6,798 million.

Breakdown by building (in fair value)

None of the buildings in Aedifica’s portfolio represents more than 3% of total consolidated assets.

Operator occupancy rates and rent

covers steadily rising

Demonstrating the resilience of the sector, care

home operators across Europe are seeing their

occupancy rates rise again following the COVID-

19 pandemic, returning to or already exceeding

pre-pandemic levels. Operator occupancy rates for

stabilised assets are 91% in the Aedifica portfolio

and showing an increasing trend.

The table on the right lists the occupancy rates

of operators, as well as their like-for-like growth

(expressed in base points), for the regions for which

the Group was able to collect a sufficient amount

of relevant data as at 30 September 2025. Only

‘stabilised’ assets

are considered in the table. In

Germany in particular, there has been a strong

recovery in occupancy towards 90%, with a like-

for-like year-on-year growth of nearly 4%.

In addition, several key regions where the Group

collected sufficient relevant data are showing

strong rent covers. As at 30 September 2025, the

rent cover

over twelve months on stabilised assets

of Aedifica’s UK portfolio reached 2.4x, while the

rent cover of the Irish portfolio reached 1.8x.

Operator

occupancy

rate

30/09/2025

Y/Y growth

(in base points) on

a like-for-like basis

Data

coverage

Belgium

94% +45 99%

Germany

90% +364 98%

Netherlands

87% +51 89%

91% -68 100%

Ireland

96% +140 100%

Rent covers

30/09/2025 Data

coverage

Belgium

1.4 82%

Germany

1.6 65%

2.4 100%

Ireland

1.8 100%

1. Assets are considered ‘stabilised’ and included in the scope once they have been operating

for at least two years. Assets are excluded from the scope if they are (partially) vacant for

renovation works.

2. Based on the contractual rent of stabilised assets as at 30 September 2025.

3. Rent cover calculated as the tenants’ Ebitdarm for the last twelve months divided by the rent

for the same period.

BREAKDOWN OF EPC LEVELS (% OF TOTAL M²)

BREAKDOWN OF CONTRACTUAL RENTS

BY TENANT SECTOR (%)

BREAKDOWN OF CONTRACTUAL RENTS

BY TENANT GROUP (%)

31% Label A

34% Label B

17% Label C

11% Label D or lower

5% No label

2% Projects under

(re)development

9% Clariane

6% Colisée

5% Maria Mallaband

4% Municipalities/

Wellbeing counties (FI)

4% Vulpia

4% Azurit Rohr

4% Bondcare

3% Emera

3% Specht Gruppe

3% Attendo

55% Other

89% Private

7% Non-profit

4% Public

average

Belgium

Germany

Netherlands

United Kingdom

Finland

Ireland

Spain

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ADDITIONAL INFORMATION

BREAKDOWN OF CONTRACTUAL RENTS BY TENANT GROUP

Tenant group

Number of sites 31/12/2025 31/12/2024

Belgium 79 20% 20%

Armonea

21 6% 6%

Korian Belgium

25 6% 6%

Vulpia 15 4% 4%

Other <1% 18 4% 2%

Germany 99 18% 18%

Azurit Rohr 23 4% 4%

Residenz Management

15 3% 3%

Vitanas

10 2% 2%

Specht & Tegeler 6 1% 1%

Emeis

5 1% 1%

Other <1% 40 7% 6%

Netherlands 68 12% 11%

Korian Netherlands

21 3% 3%

Martha Flora 9 1% 1%

NNCZ 5 1% 1%

Compartijn

5 1% 1%

Other <1% 28 6% 5%

Tenant group

Number of sites 31/12/2025 31/12/2024

United Kingdom 117 22% 23%

Maria Mallaband 18 5% 5%

Bondcare 21 4% 4%

North Bay Group 22 3% 3%

Welltower 15 2% 3%

Emera

7 1% 2%

Oyster Care Homes 4 1% 1%

Anchor Hanover Group 5 1% 1%

Renaissance 9 1% 1%

Other <1% 16 3% 3%

Finland 230 20% 19%

Municipalities/

Wellbeing counties

36 4% 4%

Attendo 33 3% 3%

Mehiläinen 23 2% 2%

Norlandia 18 2% 1%

Touhula 23 1% 1%

Pilke 22 1% 1%

Other <1% 75 7% 6%

Ireland 22 7% 7%

Bartra Healthcare 4 2% 2%

Virtue

8 2% 2%

Silver Stream Healthcare 3 1% 1%

Other <1% 7 2% 2%

Spain 3 1% 0%

Neurocare Home 2 0% 0%

Novaedat 1 0% -

TOTAL 618 100% 100%

1. Part of Colisée group.

2. Part of Clariane group.

3. Part of Specht Gruppe.

4. Part of Domidep group.

5. Part of Emeis group.

6. Part of Emera group.

OULU SATAMATIE 34 - SERVICE COMMUNITY IN OULU (FI)

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ADDITIONAL INFORMATION

Aedifica’s real estate portfolio is operated by approx. 140 tenant groups. Four groups operate properties in

multiple countries in which the Group operates: Clariane, Emera, Emeis and Vivalto. The weight of these

groups in Aedifica’s contractual rents is broken down by country in the table below.

Tenant

Country Number of sites 31/12/2025 31/12/2024

Clariane group 47 9% 9%

Belgium 25 6% 6%

Germany 1 0% 0%

Netherlands 21 3% 3%

Emera group 16 3% 4%

Belgium 1 0% 0%

United Kingdom 7 1% 2%

Ireland 8 2% 2%

Emeis group 15 3% 3%

Belgium 4 <1% 1%

Germany 5 1% 1%

Netherlands 6 <1% 1%

Vivalto group 4 1% 0%

Belgium 3 <1% 0%

Ireland 1 0% 0%

HEERENHAGE - CARE HOME IN HEERENVEEN (NL)

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ADDITIONAL INFORMATION

1.2 Our investment programme as at 31 December 2025

Investment programme

(in € million)

Operator Current budget Invest. as at

31/12/2025

Future invest.

Projects in progress 249 93 157

Completion 2026 144 75 69

DE 5 4 2

Am Parnassturm Vitanas 5 4 2

UK 26 12 14

Lavender Villa Emera 7 1 6

St. Joseph’s Emera 3 2 1

The Mount Hamberley Care Homes 16 9 7

FI 70 36 34

Finland – pipeline ‘elderly care homes’ Multiple tenants 53 25 29

Finland – pipeline ‘childcare centres’ Multiple tenants 11 7 4

Finland – pipeline ‘other’ Multiple tenants 6 5 2

IE 43 25 18

Limerick cancer centre UPMC & Bon Secours 27 9 17

Sligo Finisklin Road

2,3

Coolmine Caring Services Group 16 16 0

Completion 2027 88 12 76

DE 29 9 20

Seniorenquartier Gummersbach

Specht Gruppe 29 9 20

IE 59 3 56

Crumlin Bartra Healthcare 34 1 33

Kilcoole Muskerry 25 2 22

Completion 2030 17 0 17

BE 17 0 17

Coham Korian 17 0 17

Forward purchases & acquisitions subject to outstanding conditions 27 0 27

Completion 2026 13 0 13

NL 13 0 13

Sinnehiem Stichting Liante & Stichting ZuidOostZorg 13 0 13

Completion 2027 14 0 14

UK 14 0 14

Homefield Emera 14 0 14

TOTAL INVESTMENT PROGRAMME as at 31/12/2025 276 89 187

Changes in fair value 5

Roundings & other 8

On balance sheet 102

6.5%

average initial yield

on cost of pipeline

In 2025, 22 new projects and forward purchases

were added to the investment programme (for a

total amount of nearly €215 million; see page 69),

while eleven projects were completed (for a total

amount of approx. €96 million; see page 70).

After 31 December 2025, three new development

projects in Germany and Finland totalling €29 mil-

lion were announced, while two development pro-

jects in Finland and Ireland amounting to approx.

€23 million were completed (see page 72).

GEOGRAPHICAL BREAKDOWN PIPELINE (%)

37% Ireland - €102m

25% Finland - €70m

15% United Kingdom - €40m

12% Germany - €34m

6% Belgium - €17m

5% Netherlands - €13m

EXPECTED COMPLETION DATE PIPELINE (%)

57% 2026 - €157m

37% 2027 - €102m

6% 2030 - €17m

1. The figures in this table are rounded amounts. The sum

of certain figures might therefore not correspond to

the stated total. Amounts in GBP were converted into

EUR based on the exchange rate of 31 December 2025

(0.87228 EUR/GBP).

2. Although still under construction, development projects

often already generate limited rental income, in particular

for the plots of land that have already been acquired.

Their values are therefore no longer mentioned in the

table above. This explains why the estimated investment

values differ from those mentioned earlier.

3. This project has already been completed after

31 December 2025 (see page 72).

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25%

20%

15%

10%

2025 2030 2040 2050 2060

1.3 Market trends

European trends

In the European Union and the United Kingdom, the

population of people aged over 80 has increased to

over 31 million people (2025). This segment of the

population is growing faster than other age groups. It

is expected that this older segment of the European

population will double to over 60 million people by

2060. This demographic trend will further stimulate

demand for healthcare real estate in the coming

decades, underpinning the resilience of the sector.

European operators can be divided into three catego-

ries: public, non-profit and private. The landscape of

operators varies from country to country depending

on the local social security system. At a European

level, private care providers manage around 34% of

the total number of beds in residential care centres.

This private segment is growing as these care provid-

ers are expanding their activities into both domestic

and foreign markets.

European governments are facing the challenge of

addressing several key societal needs. As a result,

they are increasingly focusing on financing care and

care dependency rather than providing care as pub

lic operators. Furthermore, both private and public

operators will increasingly rely on private investors

to finance healthcare infrastructure that meets the

needs of the ageing population.

Healthcare operators across Europe are facing sim

ilar phenomena. Not only is the sector confronted

with limited staff availability, but it has also been

impacted by cost increases resulting from inflation

since 2022 (affecting wages and other operational

costs). Conversely, after a dip following the COVID-19

pandemic, operators’ occupancy rates are recovering

to pre-pandemic levels. Combined with increased

revenues per resident, this is gradually improving the

financial health of operators.

At a European level, investment in healthcare real

estate has increased significantly in recent years.

For example, investment in care homes in Europe

grew from around €3.5 billion in 2017 to over

€8 billion in 2021. Although investment volumes

across Europe declined significantly in 2023 due

to increased financing costs, this upward trend is

expected to accelerate in the medium to long term.

This is because the demographic trend of an ageing

population is set to accelerate from the mid-2020s

onwards, while the development of additional health-

care infrastructure appears to be slowing down in

the short term. Care home prime yields have been

subject to decompression in 2023 and 2024, rising

by between 50 and 100 basis points, with differences

in magnitude between countries.

Population ageing in Europe (%)

THE NUMBER OF PEOPLE OVER 80 IN EUROPE

WILL DOUBLE TO 60 MILLION BY 2060.

THIS DEMOGRAPHIC TREND WILL FURTHER

INCREASE THE DEMAND FOR HEALTHCARE

REAL ESTATE, ON TOP OF THE URGENT NEED

TO REPLACE OUTDATED PROPERTIES AND

MAKE THEM FUTUREPROOF.

Charles-Antoine van Aelst

CIO

70 +

75 +

80 +

85 +

1. This section was prepared by Aedifica based on information

from the valuation experts.

2. This chart was prepared using publicly available information

from Eurostat and the UK Office for National Statistics.

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FUTURE DEMAND

The current increase in supply will not meet demand over time.

Estimates suggest that capacity would need to double to around

360,000 beds by 2070 (assuming a constant percentage of care

home beds relative to the population aged 80+).

OPERATOR MARKET

Approx. 30% of care home beds in Belgium are managed by the

public sector, 38% by the non-profit sector, and 32% by private

operators. However, there are regional differences: in Flanders,

the non-profit sector manages 54% of beds, the public sector

25%, and the private sector 21%. In Wallonia, private operators

account for 46% of beds, with public and non-profit sectors oper

ating 29% and 25% respectively. In Brussels-Capital, 63% of beds

are operated by the private sector, 23% by the public sector, and

14% by non-profit organisations.

OTHER REMARKS

Although Belgium is gradually shifting towards more home-

based elderly care, the use of formal home care services

remains relatively low compared to neighbouring countries,

with only 5-8% of seniors receiving such support depending on

the region. At the same time, the growing elderly population

highlights a persistent shortage in overall care capacity.

POPULATION AGED ≥80

# CARE HOME BEDS

INVESTMENT VOLUME

PRIME NET YIELD

from 5.6% now

10.2% in 2060

150,000 units

1,500 care homes

€215 million

in 2025 (€170 million in 2024)

5.1 - 5.5%

Belgium

HEERENHAGE

CARE HOME IN HEERENVEEN (NL)

FUTURE DEMAND

Estimates suggest that around 150,000 additional beds will be

needed by 2050 to provide the same level of care as today (on

top of the necessary redevelopment of outdated existing care

infrastructure).

OPERATOR MARKET

Approx. 90% of care home beds are operated by non-profit

operators. Private operators account for approx. 10% and mainly

operate small-scale sites with an average capacity of

24 residents. Although the market share of the private sector is

still small compared to the non-profit sector, the private sector

has grown considerably in recent years.

POPULATION AGED ≥80

# CARE HOME BEDS

INVESTMENT VOLUME

PRIME NET YIELD

from 5.5% now

10.2% in 2060

125,000 units

2,400 care facilities

€500 million

in 2025 (€650 million in 2024)

≈4.75%

Netherlands

FUTURE DEMAND

Forecasts predict that approx. 168,000 extra beds will be

needed by 2040, offering significant prospects for growth and

consolidation. In some regions, demand already exceeds supply.

OPERATOR MARKET

Approx. 53% of care home beds are operated by non-profit oper-

ators, 42.5% by private operators and 4.5% by public operators.

Although the German market is increasingly consolidating and

privatising, it remains highly fragmented, with the ten largest

private operators currently holding a market share of only 14%.

OTHER REMARKS

The German healthcare real estate market is set for stable

growth throughout 2025 and 2026, driven by favourable demo

graphic trends and sustained investor interest. Core segments

like nursing homes and assisted living facilities remain attractive

due to their resilience and long-term demand. However, oppor

tunities to create new care home capacity are limited by a lack

of building sites, as well as the high cost of plots and building

materials. Consequently, investment is currently focused more

on existing sites and renovations. ESG considerations and

hybrid care models are also shaping investment strategies.

POPULATION AGED ≥80

# CARE HOME BEDS

INVESTMENT VOLUME

PRIME NET YIELD

from 7.2% now

10.5% in 2060

985,000 units

16,115 care facilities

€1.2 billion

in 2025 (€1.3 billion in 2024)

≈5.1%

Germany

1. This estimated forecast does not take into account the additional capacity needed to replace outdated infrastructure.

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CONTENTS

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TRENDS, STRATEGY &

VALUE CREATION

OUR APPROACH TO CSR

BUSINESS REVIEW

Portfolio

Partners

Organisation

Financial review

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STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

FUTURE DEMAND

Ireland’s older population is increasing at an unprecedented

pace. In order to keep up with demand, according to the Eco

nomic & Social Research Institute (ESRI), across both public and

private/voluntary sectors, 21,000 – 28,000 additional short and

long-stay elderly care beds will be required by 2040, assuming

no closures.

OPERATOR MARKET

Approx. 20% of care home beds are operated by the public

sector while approx. 70% are operated by the private sector (split

50:50 between groups and individual operators) and 10% are run

by non-profit operators.

OTHER REMARKS

Virtually all care homes are entered into the Fair Deal (‘Nursing

Home Support Scheme’ with a budget of €1.5 billion for 2025),

which provides a guaranteed weekly rate per bed. The scheme

is supported by government funds to cover the cost of care for

residents who cannot afford it. Some group operators are seek

ing opportunities to diversify away from full reliance on Fair

Deal business to seek additional growth areas. The overall

system faces major capacity pressures to 2040.

POPULATION AGED ≥80

# CARE HOME BEDS

INVESTMENT VOLUME

PRIME NET YIELD

from 3.6% now

10.6% in 2060

26,000 units

410 care facilities

(private & voluntary providers)

€162 million

in 2025 (€55 million in 2024)

≈5.0 - 5.5%

Ireland

FUTURE DEMAND

Estimates suggest that the current care home capacity is

insufficient, with approx. 200,000 additional beds needed by

2035 to meet the needs of an ageing population. The 46,000

additional beds currently under construction will not be enough

to cover demand.

OPERATOR MARKET

43.5% of care home beds are operated by the private sector,

while 25.5% are operated by the public sector, 23% in the third

sector and 8% in administrative concessions.

OTHER REMARKS

Market sentiment for 2026 remains positive. Healthcare real

estate is seen as a safe haven sector thanks to strong funda

mentals (such as demographics) and an imbalance in supply

and demand, particularly in Spain’s hotspots.

POPULATION AGED ≥80

# CARE HOME BEDS

INVESTMENT VOLUME

PRIME NET YIELD

from 6.3% now

10.8% in 2060

410,000 units

5,645 care facilities

& an additional 46,000

beds under construction

€1.1 billion

in 2025 (€310 million in 2024)

≈5.25%

Spain

FUTURE DEMAND

An increasingly ageing population with higher healthcare needs

is expected to significantly drive demand for healthcare real

estate in the UK in the near future. Estimates anticipate a shortfall

of over 200,000 beds by 2050 due to the demographic shift.

OPERATOR MARKET

With approx. 5,500 care home operators, many of which are

independent private players operating small and outdated build

ings, the UK’s senior care market is still very fragmented. The five

largest care home operators have a market share of 13% of the

total bed capacity, while the top 10 account for 18%.

OTHER REMARKS

The UK elderly care market is financed by a mix of public (Local

Authorities and the National Health Service) and private funds

(self-payers). The latter category’s market share has risen sharply

in recent years (46%). People who meet certain conditions

regarding care needs can get social care services funded by

Local Authorities after an assessment of their financial situation

(43%). The NHS provides funding to seniors with continuing

care needs (9%).

POPULATION AGED ≥80

# CARE HOME BEDS

INVESTMENT VOLUME

PRIME NET YIELD

from 5.2% now

9.6% in 2060

481,000 units

11,400 care facilities

£4.9 billion

in 2025

(£1.9 billion in 2024)

4.5%

(6.5% - 7.5% for mid-market

real estate)

United

Kingdom

FUTURE DEMAND

The demand for healthcare real estate remains high, while

supply is limited. Demographic projections suggest that the

current capacity would need to nearly double by 2060 in order

to meet demand.

OPERATOR MARKET

Finnish well-being services counties – funded through national

taxes – are responsible for providing care to residents. Either they

provide care themselves as public operators, or they organise

care by outsourcing to private or non-profit care operators.

Private healthcare operators have a market share of approx. 55%.

OTHER REMARKS

Over 80% of children aged 1 to 6 are enrolled full- or part-time in

a day-care centre. Approx. 28% of day care centres are operated

by private operators and their share is expected to increase in

the future.

POPULATION AGED ≥80

# CARE HOME BEDS

INVESTMENT VOLUME

PRIME NET YIELD

from 6.3% now

11.1% in 2060

80,000 units

2,650 care facilities

€960 million

in 2025 (€390 billion in 2024)

≈5.0%

Finland

1. This estimated forecast does not take into account the additional capacity needed to replace outdated infrastructure.

2. The UK transaction volume for 2025 does not take into account the Welltower transactions, as the publicly available information did not distinguish between the transaction price for the real estate and the operating entities.

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2. Tackling climate change

2.1 Minimising the impact

of climate change on our

portfolio

Climate change may lead to warmer summers on

the European continent, which may require adjust-

ments to buildings to keep indoor temperatures

comfortable for occupants. This is particularly

important in elderly care, as this vulnerable group

is sensitive to high temperatures. The increase in

temperatures could necessitate a complete rethink

of how buildings are designed, with more attention

paid to active and passive cooling of buildings. Fur-

thermore, climate change could result in rising sea

levels and extreme weather events that could dam-

age buildings, such as the 2021 floods that affected

some of the Group’s properties in Germany.

Aedifica’s building assessment framework (see

page 47) includes a review of 42 risk items at var-

ious stages throughout a building’s life cycle. As

part of this assessment and to mitigate the risks of

climate change, we conducted a climate change

risk assessment in 2023 to better understand the

physical and transition risks to our portfolio.

This climate change risk assessment was con-

ducted with the help and expertise of an external

partner, paving the way for future in-house devel-

opment. The methodology aligns with the TCFD

(Task Force on Climate-related Financial Disclo-

sures) and is based on principles similar to disaster

risk models, drawing on climate and socio-eco-

nomic modelling data from a variety of sources.

These comprehensive climate and socio-economic

data cover physical risks such as extreme tempera-

tures, droughts, wildfires, floods (pluvial and fluvial),

water stress and cyclones, as well as transition risks.

While the assessment did not consider asset-level

risk mitigation strategies, it explored opportunities

relating to energy efficiency, material use, resil-

ience, innovation and new markets.

Next steps include targeted action, recognising that

some physical risks require government interven-

tion, while others can be addressed by operators

or owners. In response to identified risks such as

fluvial flooding and extreme temperatures, the

annual strategic review of the investment portfolio

now incorporates a thorough review of existing and

recommended mitigation measures. This commit-

ment to proactive risk management demonstrates

our dedication to tackling climate challenges in an

ever-changing landscape.

Reducing the environmental

footprint of our portfolio

& our tenants

• (Re)developing energy-efficient

buildings

• Investing in energy-efficient

installations

• Introducing building assessment

tools

• Engaging with operators to reduce

their energy consumption

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2.2 Reducing our impact

on climate change

To meet the objectives of the Paris Agreement

and address the climate crisis, Aedifica is commit-

ted to achieving net zero emissions for its entire

portfolio by 2050. Reducing the impact of global

warming will largely depend on further eliminating

greenhouse gas emissions resulting from energy

consumption.

The greenhouse gas (GHG) emissions from our

business activities (scope 1 and 2) are very limited.

Aedifica is not directly involved in the operations

of its care homes, which generate scope 3 down-

stream emissions. As the operators are responsible

for the daily management and maintenance of the

buildings (including the technical equipment), as

well as for purchasing electricity, the Group only

has a limited impact on the direct environmental

performance of its buildings. However, as a lead-

ing healthcare real estate investor, Aedifica takes

responsibility and actively collaborates with its

operators to develop, maintain and operate our

assets efficiently, safely and sustainably.

The term ‘net zero greenhouse gas emissions’

refers not only to direct emissions (scope 1), but

also to indirect emissions (scopes 2 and 3). Aed-

ifica’s greatest challenge will be to reduce scope

3 downstream GHG emissions, which are more

difficult to control and mainly result from energy

consumed by operators and residents.

As this requires a comprehensive approach and

close cooperation with our operators, we have

developed a net zero GHG pathway.

Scope 2 indirect

Scope 1 direct

HFCs PFCsCH

Purchased

energy

Leased assets

Leased healthcare

properties

Investments

Fuel and

energy

Waste

generated in

operations

Employee

commuting

Business

travel

Company

offices

Company

vehicles

Scope 3 indirectScope 3 indirect

Construction

activity

Upstream activities Reporting company Downstream activities

Energy data

coverage evolution

Environmental

Data Report

to be published in June 2026

1. Expressed as a percentage of the square meters of

reporting buildings relative to the total square meters of

buildings in Aedifica’s portfolio for the year under review.

83%

2022

86%

2023

83%

2024

40%

2018

43%

2019

70%

2020

83%

2021

REDUCING THE

GREENHOUSE GAS

EMISSIONS OF OUR

PORTFOLIO WILL BE

ONE OF AEDIFICA’S

GREATEST

CHALLENGES.

Raoul Thomassen

COO

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2.3 Net zero GHG pathway

In order to achieve climate neutrality, Aedifica is

implementing a net zero greenhouse gas pathway

that addresses every aspect of our business activi-

ties. All of these activities will contribute to our goal

of achieving net zero greenhouse gas emissions by

2050. This will be a challenging journey in which

collaboration and knowledge sharing within the

industry is essential. Aedifica is committed to sup-

porting its stakeholders throughout this process.

Throughout this decade, Aedifica’s main objective

as a property owner is to reduce the net energy use

intensity (nEUI) of its portfolio:

•

by upgrading buildings to reduce gross energy

demand

•

by generating renewable energy on site to

reduce net energy demand from the energy grid

Moreover, purchasing green energy to meet the

remaining net energy demand will have an addi-

tional positive impact on decarbonisation. The

science based Carbon Risk Real Estate Monitor

(CRREM) serves as a tool and benchmark in the

annual evaluation of building performance and to

guide portfolio development in the various coun-

tries where Aedifica operates.

An interim target was set for 2030 to reduce the

nEUI for the entire Aedifica portfolio to an average

of 130 kWh/m², while targets were also set for

the Executive Committee and country managers.

These targets and measurements were made in

accordance with CRREM definitions.

1. The bandwidth shows the combined pathways

committed by the different governments for the

healthcare sector in their countries (the seven

countries where Aedifica operates) as part of

the Paris Accord, expressed in net energy use

intensity (kWh/m

2. The emissions KPI refers to the year 2024 and will

be updated in the Environmental Data Report to

be published in June 2026.

154kWh/m²

Aedifica actual 2024

130kWh/m²

nEUI target for 2030

Business activities

Actions to be taken this decade

Development

• Performing life cycle assessments

• Implementing sustainable development guidelines

• Introducing a building passport to measure embodied carbon

Acquisitions & divestments

• Performing ESG assessments for acquisitions

• Using CRREM-based pathways

Standing investments

• Rolling out a building assessment tool

• Benchmarking performance

• Setting country and asset level targets

• Green investments

Collaborating with

operators

• Rolling out green lease contracts and educating operators

• Organising Operator Days

• Implementing smart meters

Management operations

• Monitoring and off-setting carbon impact

• Educating employees

• Updating green travel policies

The net energy use intensity (nEUI) decreased

by approx. 3% from 158 kWh/m² in 2023 to

154 kWh/m² in 2024, weighted on the Gross Inter-

nal Area (GIA). As per CRREM, the gross internal

area is used to avoid distorting the indicator with

non-heated surfaces such as indoor parking. With

an energy data coverage of 83%, this indicator

provides a robust picture of the energy efficiency

of our portfolio.

Lack of standardisation in measurement codes can

have a major impact on the calculation of this KPI:

based on an alternative definition using the Gross

Floor Area (GFA) or Gross External Area (GEA), our

2024 net energy use intensity would decrease to

144 kWh/m².

kWh/m

130 kWh/m² nEUI target for 2030

PATHWAY TO NET ZERO GHG EMISSIONS IN THE EUROPEAN HEALTHCARE SECTOR

350

300

250

200

150

100

2021:

181

2022:

167

2023:

158

2024:

154

2020 2030 2040 2050

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2.4 Building assessment

framework

Aedifica has developed a building assessment

framework that provides our technical property

management team with a structured approach

to monitoring the quality of each building. While

Aedifica is not directly involved in operating our care

homes, we have an impact on how infrastructure

is designed, built and maintained in accordance

with evolving regulations and current construction

techniques. The building assessment framework

is based on three pillars: proper monitoring of the

overall maintenance condition, the sustainability

characteristics of our buildings (including energy

consumption) and their compliance with all appli-

cable regulations.

The sustainability pillar of the building assess-

ment framework provides local Aedifica teams

with a roadmap for minimising the environmental

impact of their respective portfolio. The framework

sets out technical requirements relating to energy

efficiency, environmental aspects (e.g., measures

to reduce water consumption and improve biodi-

versity), health criteria (e.g., ventilation rates for air

quality) and quality of life criteria for residents (e.g.,

accessibility) for future development projects. Our

development projects in the Netherlands generally

already meet most of these criteria, as the Dutch

version of our sustainable development framework

is similar to the GPR standard.

Furthermore, as part of the building assessment, we

also carry out a compliance review of 42 risk items.

For each development, acquisition and standing

investment, we assess a spectrum of potential risks,

including loss of general use of the building, flood

risk, stability risk, fire risk, explosion risk, environ-

mental impact, energy/sustainability certification

and health and safety issues.

Building assessment framework

Maintenance

• Detailed desktop and on-site condition

assessments according to the principles

of the NEN2767 standard.

•

On-site visits conducted by our opera-

tions team or independent third parties.

• Uniform approach across the countries

where Aedifica operates.

• Follow-up actions with operators.

Sustainability

•

Energy data collection and validation on

annual basis.

• Evaluating the progress of the net zero

GHG pathway using the science based

CRREM tool.

•

Assessing climate change risk adapta-

tion.

• Defining and implementing sustainable

development guidelines per country.

•

Energy labels and energy audits provide

input for measures needed to improve

energy efficiency (including on-site

renewable energy generation) as well as

input for the CRREM pathways per asset.

Compliance

• Legislation and risk framework – a stan-

dardised matrix (adapted to local and

regional legislation and regulations) to

check a building for compliance. This

ranges from building permits and eleva-

tor certificates to flood risk assessments.

•

Ensuring structural and facility com-

pliance to guarantee the health and

safety of residents and employees by

monitoring and supporting operators

in their responsibilities for the technical

management of buildings.

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2.5 Improving building certification

To properly assess the intrinsic energy performance of the assets in our portfolio,

we continuously collect information from our operators and use this to benchmark

their relative environmental performance. We do this by comparing actual energy

consumption with the energy levels set out in the applicable EPC

standard.

EPCs were first introduced as part of the EU Energy Performance of Buildings

Directive and they will continue to play an important role in the future as part

of EU Taxonomy regulations. EPCs provide an independent assessment of a

building’s energy efficiency, offering not only a rating, but also an estimate of

its energy intensity. Buildings with an EPC of level C or above are considered to

comply with the country’s standards and objectives.

Since identifying the existing certificates in our portfolio in 2020, we have been

able to compile a comprehensive overview. In 2025, we have increased the EPC

coverage to 93% of the Group’s marketable investment properties (including

assets classified as held for sale*). This provides a robust picture of the portfolio,

taking into account that 2% of the investment properties are projects under (re)

development. The proportion of EPC level C or higher increased by 1% during

the year.

Building on the findings of our EPC overview, we have developed a clear roadmap

to structurally improve the energy efficiency of the portfolio:

• For new developments, the sustainable development framework will help

us to achieve our energy intensity targets.

• Based on the building assessment framework for existing assets, we will

explore renovation plans with the operators.

•

Financing through sustainable financial instruments will facilitate invest-

ments in new sustainable development projects or specific sustainability

projects within the existing portfolio.

•

Energy-inefficient buildings will be considered for asset rotation if renovation

is not feasible.

BREAKDOWN OF EPC LEVELS

(% OF TOTAL M² OF PORTFOLIO)

2024 2025

+1%

11%

18%

33%

30%

11%

17%

34%

31%

1. Energy Performance Certificate. EPCs provide an independent assessment of a building’s energy

efficiency by documenting not only a label but also an estimate of its energy intensity. As the

EPC scale used to classify buildings in Belgium varies by region and building type, the energy

intensity of Belgian buildings is being re-mapped to the ‘EPC Public Buildings’ scale to improve

comparability within the portfolio. Note that the ‘EPC Public Buildings’ category is currently being

phased out and replaced by ‘EPC Non-Residential Buildings’.

2. EPC coverage and EPC breakdown by categories have been subject to a ‘limited assurance’

review by EY Bedrijfsrevisoren BV (see pages 209-211).

93%

EPC coverage

Cert-Tot

Floor area

(m²)

Floor area

(%)

Asset value

(€ million)

Label A

705,000 31 1,919

Label B

774,000 34 2,319

Label C

393,000 17 1,032

Label D or lower

237,000 11 498

No label

107,000 5 252

Projects under

(re)development

39,000 2 72

Projects under

(re)development

No label

Label D or lower

Label C

Label B

Label A

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2.6 Walking the talk

At every stage of our value creation process, we strive to reduce our impact on the environment by

acquiring efficient buildings and (re)developing buildings to optimise energy consumption, user comfort

and reduce operating costs for operators.

Jyväskylä Lahjaharjuntie

• In-house development project

• Location: Jyväskylä – Finland

• Completed in September 2025

• Capacity: 61 residents

• Investment: approx. €10 million

‘Mainiokoti Lahjaharju’ in Jyväskylä is an excellent

example of how close collaboration and flexible

design can create a care home for the elderly that

meets both current and future service needs. The

brand-new care home is conveniently located near

the city centre and combines communal living and

24-hour assisted living within a single hybrid build-

ing, offering older residents a safe, comfortable and

long-term home.

The project has been carefully developed in col

laboration with operator Mehiläinen, the City of

Jyväskylä, and the Central Finland Wellbeing Ser-

vices County, to ensure the property is tailored to

the region’s care requirements.

•

Flexible care model: The building supports

both community living and 24-hour assisted

living. If needed, communal living apartments

can be adapted to provide higher-level care,

ensuring long-term continuity for residents.

• Strong stakeholder collaboration: Open dia-

logue between the developer, operator, muni-

cipal authorities and contractor has resulted in

smooth planning, zoning and implementation

of the project.

•

Integrated neighbourhood setting: Located

within a residential area, the care home bene-

fits from shared outdoor spaces, encouraging

interaction with local residents and fostering a

sense of community and social inclusion.

•

Resident-centred design: Safety, comfort,

accessibility and wellbeing are prioritised in

design decisions, creating a pleasant and digni-

fied living environment for older people.

St. Mary’s Lincoln

• Development project

• Location: Lincoln – United Kingdom

• Completed in January 2025

• Capacity: 73 residents

• Investment: approx. €16.5 million

Located in the heart of the City of Lincoln, this

three-storey, 73-bed care home offers spacious

en-suite wet rooms, landscaped gardens, day

rooms, a full kitchen and a laundry room.

Designed to regenerate a disused brownfield site,

this modern facility provides much-needed care

accommodation while generating employment

opportunities in the local community.

Thanks to a strong focus on energy efficiency, the

care home has a net energy use intensity of only

81 kWh/m², earning the property an excellent EPC

rating of A.

•

Inclusive design: The property has been speci-

fically designed to support the wellbeing of resi-

dents with dementia through adapted layouts,

thoughtful colour schemes and enhanced

wayfinding. By creating sensory gardens and

green spaces, the care home boosts residents’

mental health and biodiversity.

•

Sustainable construction: Applying the highest

environmental standards, the care home incor-

porates air source heat pumps, photovoltaic

panels, and enhanced insulation. Wherever

possible, recycled materials were used to help

reduce the carbon footprint.

•

Community impact: Several initiatives were

implemented to increase community involve-

ment, including donating surplus construction

materials to local associations, employing local

people on site (including apprentices) and pro

moting community skill building. Roman arte-

facts were identified during the excavation stage

and carefully removed by specialists before

being donated to a local museum for display.

THIS CARE HOME FOR

THE ELDERLY ALLOWS

RESIDENTS TO LIVE IN

THE SAME BUILDING

THROUGHOUT THEIR

LATER YEARS OF LIFE,

EVEN AS THEIR CARE

NEEDS EVOLVE. THIS

CREATES A SENSE

OF STABILITY AND

SECURITY, AND HELPS

THEM TO FEEL TRULY

AT HOME.

Antti Heiskanen

Project Development

at Hoivatilat

THE ST. MARY’S

LINCOLN

CARE HOME

DEMONSTRATES

OUR COMMITMENT

TO PROVIDING

INNOVATIVE,

SUSTAINABLE AND

COMMUNITY-

FOCUSED CARE

PROPERTIES.

Jody Dale

UK Technical &

Development

Manager

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Tomares Miró

• Development project

• Location: Tomares, Sevilla – Spain

• Completed in June 2025

• Capacity: 180 residents

• Investment: approx. €13 million

•

Key features: premium rooms, fully digital nurse

call system, high energy efficiency

Located close to Seville, the new care home in

Tomares highlights how smart architecture and

innovative care technology can create a bright,

comfortable and sustainable environment. Built on

a sloped site, the building is designed to maximise

daylight, accessibility and resident comfort through

a clear and efficient layout.

At the heart of the design lies one horizontal block

containing the main circulation and support areas.

Four additional perpendicular wings are placed on

top of this central spine, creating light-filled patios

throughout the building. This layout keeps walking

distances short, allows each room to benefit from

natural light, and ensures that living spaces remain

human in scale.

•

Smart design for comfort: By dividing the buil-

ding into smaller sections, corridor lengths

are reduced and all rooms receive optimal

daylight. This creates an open and airy feel

despite the building’s low profile. Communal

spaces, strategically located at the junctions

between the volumes, are enhanced by day-

light and views, promoting social interaction

and wellbeing.

•

Advanced care technology: Each room is

equipped with a fully digital nurse call system.

All interventions are automatically logged in a

central patient file, improving the efficiency and

transparency of care delivery.

•

Energy-efficient climate strategy: Given the

warm Andalusian climate, high-quality coo-

ling is essential. Each room is equipped with a

VRV air-to-water heat pump system, which is

complemented by underfloor heating in winter.

Most of the heat pump’s energy demand is

supplied by rooftop PV panels. The building

has an EPC level of A.

•

Thoughtful outdoor spaces: The landscaped

gardens use an intelligent drip irrigation system

to reduce water consumption. A large cove-

red terrace with outdoor fitness equipment is

directly connected to the physiotherapy area

and encourages an active lifestyle.

Oulu Satamatie

• In-house development project

• Location: Oulu – Finland

• Completed in January 2025

• Capacity: 124 residents (care home) &

75 children (childcare centre)

•

Additional services include a fitness centre,

dog day care and retail spaces. There are also

14 privately owned apartments in the service

community building

• Investment: approx. €30 million

The Satamatie service community in Oulu is a prime

example of modern urban development, seam-

lessly integrating housing, care and day-to-day

services into a vibrant, mixed-use quarter. Located

in the historic harbour area of Toppilansalmi in Oulu,

the project has reimagined a former warehouse

space as a dynamic service community that sup-

ports both local residents and the wider region.

The service community responds to the rapidly

growing demand for elderly care in North Ostro-

bothnia, while also offering services to families,

children, and active residents in the surrounding

neighbourhood. By combining multiple forms of

housing and shared services under one roof, Sata-

matie promotes social sustainability, accessibility,

and meaningful everyday interaction.

The care home operated by Norlandia provides

24-hour care for elderly people requiring contin-

uous care, as well as independent living with on-

demand care, all within a unique, historic,

high-quality, and homely environment. Residents

benefit from lively communal spaces, intergener-

ational encounters with children from the childcare

centre, and regular interaction with dogs — all of

which contribute to their wellbeing.

•

Inclusive sustainability: The Satamatie campus

offers a range of services to the local commu-

nity, providing a space where elderly residents,

children, families and dogs can meet and inte

ract on a daily basis, which has a positive impact

on wellbeing and helps to reduce loneliness.

• Flexible care and housing solutions: With 90

care home units and 34 assisted living apart-

ments, the property supports ageing in place

as care needs change over time.

• High-quality urban living in a historic setting:

The project has been designed with the harbour

setting in mind, with the aim of preserving the

area’s character while providing contemporary,

accessible, high-quality spaces. The building

offers sea views and attractive courtyard spaces,

as well as distinctive, industrial-inspired interiors.

THE LAYOUT OF

THE TOMARES MIRÓ

CARE HOME KEEPS

WALKING DISTANCES

SHORT, ALLOWS EACH

ROOM TO BENEFIT

FROM NATURAL

LIGHT, AND ENSURES

THAT LIVING SPACES

REMAIN HUMAN IN

SCALE.

Eveline Khazen

Technical &

Development

Manager Europe

AS A PROPERTY

DEVELOPER AND

OWNER, WE WANT

TO MAKE THE RIGHT

DECISIONS BASED ON

THE REAL NEEDS OF THE

AREA. THE SATAMATIE

SERVICE COMMUNITY

IS A GREAT EXAMPLE OF

A PROJECT THAT TRULY

MEETS THOSE NEEDS.

Jussi Vikman

Project Development and

Sales at Hoivatilat

AEDIFICAannual report 2025 - BUSINESS REVIEW - portfolio

CONTENTS

THIS IS AEDIFICA

TRENDS, STRATEGY &

VALUE CREATION

OUR APPROACH TO CSR

BUSINESS REVIEW

Portfolio

Partners

Organisation

Financial review

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

PARTNERS

Aedifica is in constant dialogue with its stakehold-

ers. This involves communicating transparently

with investors and analysts about our performance

and work, and engaging in open dialogue with our

operators. We also keep our finger on the pulse of

the communities in which we operate.

In 2025, this was evidenced by the successful

organisation of our Community Days, our support

for various charities, our involvement in training

programmes at universities, our participation in

various sector events and investor fairs, and more.

AEDIFICAannual report 2025 - BUSINESS REVIEW - partners

CONTENTS

THIS IS AEDIFICA

TRENDS, STRATEGY &

VALUE CREATION

OUR APPROACH TO CSR

BUSINESS REVIEW

Portfolio

Partners

Organisation

Financial review

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

RESIDENTS

EMPLOYEES

OPERATORS

SHAREHOLDERS

& INVESTORS

ANALYSTS &

RATING AGENCIES

AUTHORITIES

FINANCIAL

INSTITUTIONS

SUPPLIERS &

BUSINESS PARTNERS

SOCIETY

ASSOCIATIONS

& INDUSTRY

ORGANISATIONS

1. Our key stakeholders

At Aedifica, we are committed to bringing together the

various stakeholders that affect the daily lives of the res-

idents and care staff who live and work in our buildings.

We aim to be a partner to all stakeholders by actively

listening, sharing information and educating them on

the latest trends in the real estate industry. Above all,

our relationships with our operators and communities

are essential to creating long-term, sustainable value.

AEDIFICAannual report 2025 - BUSINESS REVIEW - partners

CONTENTS

THIS IS AEDIFICA

TRENDS, STRATEGY &

VALUE CREATION

OUR APPROACH TO CSR

BUSINESS REVIEW

Portfolio

Partners

Organisation

Financial review

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Stakeholders Our mode of engagement Our shared expectations

Operators

• Site visits, building condition checks

• Operator satisfaction survey

• Operator Days

• Events

• Continuous informal contact

• Energy efficient purpose-built care facilities

• Long-term, sustainable relationship

• Permits

• New developments

• Energy and water consumption

• Occupancy rate

• Building conditions and relevance

• Quality of care

Employees

• Code of conduct, HR policies

• Attractive remuneration package

• Performance appraisal

• Employee satisfaction survey

• Day-to-day communication, townhall meetings,

intranet

• Aedifica Academy

• Community Days

• Ethical labour conditions

• Fair benefits

• Inclusive and safe workplace

• Employee health & well-being

• Employee satisfaction and engagement

• Corporate performance

• Personal performance

• Personal development through training and career

evolution

• Community involvement

• Accessible and trustable management with strong

ethical values

Suppliers & business

partners

• Charter for Responsible Suppliers relations

• Project development

• Tenders

• Project development

• Compliance with elderly healthcare standards

• Health and safety

• Environmental impact

• Business ethics

• Long-term collaboration

Shareholders, investors

& financial institutions

• Annual General Meeting

• Management & investor relations contact

• Website & social media

• Press releases, financial reporting

• Roadshows & retail shareholders fairs

• Ratings/performance from rating agencies

• Financial performance

• Proper management of financial resources

• Value creation, dividend distribution and long-term

returns

• Compliance with Corporate governance

• Role in society

• Responsible investment

Analysts & rating

agencies

• Annual reports & press releases

• Financial results announcements through press

release & webinar

• Participation to roadshows & conferences

• Management & Investor relations contact

• Assessment questionnaires

• Thematic events

• One-to-one meetings

• Transparent, accurate and reliable reporting and

timely distributed information

• Access to management

• Clear and consistent investment strategy/policy

• ESG assessment

Authorities,

associations & industry

organisations

• Industry roundtables

• Compliance screening

• Members meetings

• Thematic events

• One-to-one meetings

• Compliance with regulatory requirements

• Market trends

Society & end users/

residents

• Website, social media

• Annual reports and press releases

• Sharing expertise at schools, universities & other

trainings

• Memberships

• Community Days, engagement programme

• Role in society

• Community involvement

• Research (future) needs

AEDIFICAannual report 2025 - BUSINESS REVIEW - partners

CONTENTS

THIS IS AEDIFICA

TRENDS, STRATEGY &

VALUE CREATION

OUR APPROACH TO CSR

BUSINESS REVIEW

Portfolio

Partners

Organisation

Financial review

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

2. Strengthening relationships

2.1. Operator engagement

Partners in healthcare real estate

We are committed to building and maintaining

good relationships with our partners by proactively

reaching out to them. This enables us to understand

their needs and discuss the issues that matter to

them. This open attitude underpins the Group’s

identity and long-term vision.

Building and strengthening relationships with our

operators and communities is essential to creat-

ing long-term, sustainable value. Understanding

their needs helps us to provide tailored real estate

solutions that help them to succeed and create

value for society.

Ensuring quality of care in our

properties

Aedifica’s corporate mission is to provide sus-

tainable real estate solutions to our partners so

that they can support and care for people in safe,

well-developed environments that contribute to

their dignity and quality of life. As the well-being of

the people living in our buildings is our top priority,

we also pay close attention to the care provided in

our residential care properties

We are therefore amending our lease agreements

to include an explicit commitment from tenants to

•

provide quality care to residents in our prop-

erties in line with the applicable fundamental

care standards;

• subscribe to the ethical principles set out in our

Charter for Responsible Supplier Relations (see

page 58).

We also make agreements with our tenants to

share care inspection reports, which gives us a

more timely insight into the quality of care that

is provided in our properties as perceived by the

relevant inspection authorities.

Currently, over 58% of the leases for our residential

care properties

already include an explicit com-

mitment from tenants to comply with care quality

standards and report on care inspection reports.

58%

of our residential care properties

have leases with a quality-of-care

commitment

Operator survey: listening & learning

At Aedifica, we know that meaningful progress for

our business begins with listening to our stake-

holders. That is why, every two years, we conduct

an international operator engagement survey. By

reaching out directly to our operators, we gain

valuable insights into their priorities, challenges,

and ambitions – helping us identify opportunities

to enhance our collaboration and the way we work

together.

As the last survey was carried out in 2023, a new

survey was conducted in the second half of 2025

to update the findings and compare the results with

those from previous surveys, in order to identify key

trends in the healthcare sector.

The survey results provide useful insights into

our current services and interactions, as well as

potential additional operator needs and strategic

priorities. Once received, the results are analysed

and discussed within the Aedifica teams and with

the operators themselves. By developing coun-

try-specific action plans, these results serve as the

basis for improvements in Aedifica’s collaboration

and dialogue with its tenants.

TOP PRIORITIES

FOR OPERATORS

1. Access to qualified staff

2. Improving resident satisfaction

3. Meeting healthcare & safety

regulations

1. Investment properties with a healthcare function (i.e., elderly care homes, senior housing, mixed-use elderly care buildings, and

other care buildings).

2. Weighted by contractual rents.

Operator survey

key highlights:

•

Strong engagement: The 2025 survey saw

an improved response rate of nearly 50%,

reflecting the commitment of our operator

community to open dialogue and continu-

ous improvement.

•

Positive experience: Our partners continue

to value their relationship with Aedifica, with

feedback highlighting the importance of

collaboration and trust.

•

Top operator priorities: Access to qualified

care staff, improving resident satisfaction,

and ensuring healthcare and safety regu-

lations are met, rank as the most pressing

concerns for operators.

•

Actionable insights: The survey results

provide a roadmap for targeted improve-

ments. The results are analysed and dis-

cussed within the local Aedifica teams and

with operators, providing a solid basis for

meaningful dialogue and concrete, coun-

try-specific action plans.

what’s next?

We are committed to sharing these insights

with our partners and using them to drive

tangible improvements – both in our portfolio

and in our collaboration with operators.

Our focus for the coming years will be on:

•

Enhancing data sharing and feedback

loops;

• Supporting operators with practical tools

for operational and sustainability chal-

lenges;

•

Continuing the conversation – because

feedback from our stakeholders guides

our strategy.

AEDIFICAannual report 2025 - BUSINESS REVIEW - partners

CONTENTS

THIS IS AEDIFICA

TRENDS, STRATEGY &

VALUE CREATION

OUR APPROACH TO CSR

BUSINESS REVIEW

Portfolio

Partners

Organisation

Financial review

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

1. Weighted by contractual rents.

Operator days

Aedifica understands the challenging context in

which its operators have to work every day. Their

priority is providing healthcare to those in need

rather than the administration and technical main-

tenance of our buildings.

To support our tenants with their real estate issues,

we organise Operator Days. Typically held once

every three years, these seminars give tenant rep-

resentatives from each of the regions in which we

operate the opportunity to share knowledge and

best practices. Topics covered include:

• efficient property management;

• investments in innovation;

• new real estate-related care solutions;

• climate change risks and opportunities.

The most recent Operator Days were organised in

Belgium (March 2024) and the Netherlands (Octo

ber 2024).

Focus on the long term

When it comes to the composition and growth of

our real estate portfolio, Aedifica’s focus is on long-

term investments. This significantly impacts the

type of facilities we buy or develop, as well as the

type of relationship we want to build and maintain

with our operators. For this reason, we validate

the feasibility of an operator’s business plan at the

outset of every project.

We typically enter into long-term triple net leases

with care home operators. This means that these

operators are responsible for the day-to-day man-

agement and maintenance of the buildings. On our

side, we focus entirely on optimising the buildings

and our relationships with operators. We contin-

uously monitor trends and research the needs of

current and future care home residents so that we

can target our investments accordingly.

Our 2025 operator engagement survey shows that

fewer respondents indicated their commitment to

achieving net zero emissions in line with the Paris

Agreement. As landlords, we will continue to raise

awareness among our tenants and collaborate with

them to achieve this overarching goal. This will

involve exploring green investment opportunities

and analysing property performance to identify

inefficiencies.

Green lease agreements

To this end, Aedifica has developed a common

frame of reference for cooperating with its oper-

ators. This takes the form of a green lease annex,

which forms an integral part of the leases in each

country in which Aedifica operates.

The annex includes mutual obligations, such as

sharing energy data and exchanging best practices,

as well as recommendations on how to further

improve the environmental performance of the

assets.

The annex is being implemented gradually. Cur-

rently, 44% of the leases in our portfolio

already

have a green lease annex.

Working together to minimise

environmental impact

Regarding downstream Scope 3 emissions, which

in our case primarily originate from care home

operations (see page 45), Aedifica collaborates

closely with its tenants to analyse the results of

Building Assessments and enhance energy effi-

ciency.

Although the terms of our leases do not permit us

to directly intervene in how tenants operate our

buildings, we share the same goal of improving

energy efficiency, particularly given that increased

energy costs are putting additional pressure on

operators’ margins.

In an increasing number of cases, cooperation in

this area, institutionalised through the green lease

agreement (see above), has led to further steps

towards energy efficiency. In addition, operators

who have implemented recommendations from

energy efficiency audits have benefited from rela-

tively short payback periods. This process encour-

ages innovation, reduces operating costs for our

tenants and supports Aedifica’s commitment to

reducing greenhouse gas emissions.

44%

of our properties

have a green lease annex

At Aedifica

we are

committed

to:

• sharing best practices

• benchmarking energy and water

intensities

• driving environmental collaboration

in the form of green leases

• discussing CSR issues during

Asset Management meetings and

Operator Days

Green

investments

Discover how we make our portfolio

more sustainable

> pages 49-50

AEDIFICAannual report 2025 - BUSINESS REVIEW - partners

CONTENTS

THIS IS AEDIFICA

TRENDS, STRATEGY &

VALUE CREATION

OUR APPROACH TO CSR

BUSINESS REVIEW

Portfolio

Partners

Organisation

Financial review

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

2.2. Community engagement

At Aedifica, we value social commitment and care

about the communities in which we operate. This

commitment is demonstrated not only through our

financial support of a number of charities each year,

but also through the organisation of ‘Community

Days’, during which our employees contribute to

the well-being of our community in a tangible way.

Community Days

Aedifica’s commitment to care extends beyond

real estate. Through our Community Days initiative,

we empower our colleagues to give something

back to our community and to connect with various

stakeholders by offering staff the opportunity to

spend one working day a year volunteering in one

of our care homes.

Whether it is helping with entertainment activities,

doing small chores or going for walks with elderly

residents, we always tailor our Community Days to

the needs of the care home and the people who

live and work there.

Our Community Days therefore create unique

added value by involving and connecting our var-

ious stakeholders:

•

Community Days have a positive effect on group

spirit as they act as team-building activities, stim-

ulating cross-team cooperation in a new context.

• Not only do the team strengthen their ties with

each other, but Community Days also allow them

to better understand the communities in which

we operate, strengthening their ties with the

people who live and work in our buildings.

•

Community Days also give our staff a better

understanding of how people use our buildings.

This enables us to adapt our homes to the spe-

cific needs of their residents, further improving

their quality of life.

In 2025, we organised Community Days in Bel-

gium, the Netherlands, Germany and Finland. A

total of 59 employees performed over 190 hours

of volunteering in thirteen care properties. In 2026,

Community Days will also be organised for the

other local Aedifica teams.

AT AEDIFICA, WE BELIEVE IN

THE POWER OF ENGAGEMENT.

OUR COMMUNITY DAYS

ALLOW STAFF TO VOLUNTEER

IN OUR CARE HOMES,

STRENGTHENING TEAM SPIRIT

AND OUR UNDERSTANDING OF

THE COMMUNITIES WE SERVE.

Bernard Oosterbosch

CSR Manager

2025 Community Days

in Belgium, the Netherlands,

Germany & Finland

care

properties

visited

participants

191

hours of

volunteering

Inspiring the next generation

200 pupils visit The Mount construction

site

As the redevelopment of The Mount care home

in Wargrave (UK) advances, Aedifica and the local

contractor invited over 200 pupils from two local

primary schools to experience the construction pro-

cess firsthand. The initiative underlines our belief that

meaningful developments should enrich not only the

built environment, but also the broader community.

During the visit, children took part in safety briefings,

wore personal protective equipment, and enjoyed

supervised hands-on activities exploring construc

tion tools and techniques. Presentations explained

the care home redevelopment process—from early

design to onsite work—bringing the built environment

to life in a child-friendly and educational format.

THIS INITIATIVE

REFLECTS AEDIFICA’S

GOAL OF CREATING NOT

JUST HIGH-QUALITY

CARE ENVIRONMENTS,

BUT ALSO LASTING

CONNECTIONS WITH

THE COMMUNITIES WE

SERVE.

William Selby

Asset & Investment Manager

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CONTENTS

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TRENDS, STRATEGY &

VALUE CREATION

OUR APPROACH TO CSR

BUSINESS REVIEW

Portfolio

Partners

Organisation

Financial review

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Bringing positive change to society

by supporting charities

Aedifica brings positive, sustainable change to soci-

ety through financial support to charities, partner-

ships with non-profit organisations, and donations

in kind. Aedifica also supports charitable initiatives

set up by its employees by matching the amount

they raise. As a matter of policy, Aedifica does not

make donations to political parties or organisations

under any circumstances.

In keeping with our annual tradition, we organ-

ised a group-wide Charity Challenge in Octo-

ber. Throughout the month, we challenged our

employees to exercise as much as possible. For

every hour of physical activity, Aedifica donated a

sum to a local charity chosen by our teams (i.e. the

Care Workers Charity, De Hagewinde, Vanhustyön

keskusliitto, 4Brain, Alone, Gouden Dagen & Sen-

iorenhilfe LichtBlick).

Aedifica’s UK team put a creative spin on the Char-

ity Challenge concept and organised a walking

and cycling tour along several of our care homes

around London. It was the perfect opportunity to

strengthen ties not only within the team, but also

with our tenants and their residents.

The Charity Challenge was once again a great suc

cess. With 112 colleagues participating, we got

significantly more people exercising than last year.

Together, we spent more than 2,840 hours on phys-

ical activity, an increase of 13% compared to last

year. Throughout the event, the teams successfully

raised over €43,000 for charity.

In addition to the Charity Challenge, Aedifica also

supported other charities related to care. In the

Netherlands, Aedifica teamed up with the Philo-

mela Foundation to organise concerts at five care

properties, featuring classical music programmes

specifically tailored to older people.

Furthermore, as part of its support for the EPRA

team participating in the 20 km of Brussels, Aed-

ifica also made donations to the Escalpade and

Alzheimer’s Research Foundation organisations.

Including the amount raised during the Charity

Challenge, Aedifica’s total support for charities

throughout 2025 amounts to more than €55,000.

>€55,000

total charity donations in 2025

SEEING OUR ASSETS IN PERSON

RATHER THAN FROM BEHIND A DESK

GIVES US A FRESH PERSPECTIVE AND

REMINDS US WHY WE DO WHAT WE DO.

IT’S ABOUT CONNECTING WITH THE

SPACES AND THE PEOPLE WHO MAKE

THEM THRIVE.

Bruce Walker

Country Manager

UK & Ireland

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CONTENTS

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TRENDS, STRATEGY &

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OUR APPROACH TO CSR

BUSINESS REVIEW

Portfolio

Partners

Organisation

Financial review

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Contributing to society by providing quality care properties

As a healthcare real estate investor, Aedifica con-

tributes to a better society by developing innovative

residential care concepts for a wide range of care

clients. Our primary focus remains on elderly peo-

ple who require various types of residential care.

In recent years, however, Aedifica has also

expanded into other types of housing and care

facilities, including those for people with disabili-

ties, as well as childcare centres and schools.

In 2025, 618 properties provided a home to over

36,400 residents across Europe, while nearly

12,700 children were able to take their first steps

in our childcare centres.

Community engagement, impact

assessments and development

programmes

Comty-Eng

Aedifica makes active

efforts to have a positive

impact on local commu

nities. See the notes in the

‘Community engagement’

section for more details

on our community actions.

Headquarters

100%

Portfolio

100%

70% Elderly care homes

3% Senior housing

16% Mixed-use elderly care buildings

6% Childcare centres

5% Other care buildings

BREAKDOWN BY FACILITY TYPE

IN FAIR VALUE (%)

2.3. Industry engagement

Sharing expertise

As a leader in healthcare real estate, we have a

responsibility to invest in our sector, to share knowl-

edge and collaborate with key stakeholders. We

do this not only by organising Operator Days (see

above), but also by supporting industry associa-

tions, participating in sector events and sharing

knowledge through panels, seminars and university

programmes.

Aedifica is a founding member of the Senior Hous-

ing & Healthcare Association (SHHA). This Euro-

pean association brings together industry leaders

(both operators and investors) to share insights

with the wider market, contribute to research and

data, and promote best practices. In 2025, Aed-

ifica not only collaborated on a number of SHHA

publications, but also participated in panel dis-

cussions organised by the association in Brussels

(SHHA Summit), Cannes (MIPIM) and München

(EXPO REAL).

We also participate in sector events. In 2025, sev

eral members of Aedifica’s senior management

took part in several events related to real estate

and investment. They did this not only to repre-

sent the company, but also to participate in panel

discussions and conduct workshops. In addition, at

our Operator Days, we invite not only our tenants,

but also other industry partners who can add value

to the event.

Members of our senior management team are

also involved in various training and university

programmes. For example, CEO Stefaan Gielens

frequently speaks at the postgraduate programme

in real estate studies at KU Leuven, and other

members of the Executive Committee and coun-

try managers regularly share their knowledge at

seminars and educational events. Moreover, middle

management employees are frequently invited

as guest speakers at KU Leuven, Karel de Grote

Hogeschool and Thomas More Hogeschool. We

also welcome interns to our offices, offering them

the opportunity to gain valuable experience in an

international work environment.

Embedding CSR in our value chain

To further embed sustainable best practices in the

real estate market, we have developed a Charter

for Responsible Supplier Relations inspired by the

United Nations Global Compact (UNGC). This doc-

ument clarifies the social, ethical and sustainable

responsibilities of suppliers working with Aedifica.

This includes adhering to our business ethics, com-

plying with labour standards and our anti-bribery

and corruption and human rights policies, provid-

ing a healthy and safe workplace, and minimising

environmental impact.

Through the charter, Aedifica aims to provide a

framework for its main partners in all countries in

which it operates to jointly respect and promote

the 10 fundamental UNGC principles. In addition,

Aedifica itself is also making various commitments

to build sustainable and balanced relationships

with its suppliers.

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Portfolio

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Organisation

Financial review

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ADDITIONAL INFORMATION

ORGANISATION

WE ARE DELIGHTED THAT OUR STAFF HAVE RECOGNISED

AEDIFICA AS A ‘GREAT PLACE TO WORK’ ONCE AGAIN.

I WOULD LIKE TO THANK ALL EMPLOYEES FOR THEIR

ENTHUSIASM AND COMMITMENT, WHICH MAKES AEDIFICA

SUCH AN ENJOYABLE AND VIBRANT PLACE TO WORK.

Stefaan Gielens

CEO

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ADDITIONAL INFORMATION

1. Our team

130

employees

women

men

127

FTEs

years average age

offices across Europe

3,150

hours of training (+12%)

24.2

average hours of training per

employee (+13%)

AGE OF STAFF (IN YEARS)

20-29

30-39

40-49

50-59

60-69

58 Belgian

32 Finnish

13 German

12 British

7 Dutch

3 Irish

3 Other

2 French

NATIONALITIES

65 Brussels

17 Oulu

14 Espoo

13 London

11 Frankfurt

6 Amsterdam

2 Dublin

1 Berlin

1 Bremen

BREAKDOWN OF STAFF BY OFFICE

The Aedifica team consists of 130 employees, who

are based in nine offices across six countries. In

addition to our head office in Brussels, we have

established local teams in Germany, the Nether-

lands, Finland, the UK and Ireland.

As Aedifica has grown strongly in recent years and

expanded into new countries, we transformed our

hierarchical structure into a functional matrix in

2021. Our objective in doing so was to become

as efficient and customer-focused as possible.

Furthermore, the structure needed to be scalable

to new countries upon building a sufficiently large

portfolio there.

Within our corporate structure, each local team

focuses on Aedifica’s core activities, relying on the

Brussels head office for support services such as

Finance, Legal, HR, IT, etc.

To support the local teams in their business activi

ties, ‘centres of excellence’ were established, bring-

ing together the expertise and know-how of the

different country teams and encouraging further

cooperation and communication. These centres of

excellence are coordinated by the head office and

work with representatives from the local teams.

AEDIFICAannual report 2025 - BUSINESS REVIEW - organisation

CONTENTS

THIS IS AEDIFICA

TRENDS, STRATEGY &

VALUE CREATION

OUR APPROACH TO CSR

BUSINESS REVIEW

Portfolio

Partners

Organisation

Financial review

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

2. Making our people thrive

2.1. A great place to work

Core values that strengthen our corporate culture

Core values are important for an organisation

because they empower staff to align their actions

with the shared mission and goals. Reflected

in everyday behaviour, they help people work

together as a team and guide decisions that affect

all stakeholders, both internal and external.

Over the past few years, Aedifica has grown con

siderably, with new teams being integrated. In light

of these significant changes, we undertook a thor-

ough and inclusive process in 2024 to ensure that

our core values reflect our collective identity and

aspirations. All employees were invited to partici-

pate in each of the following steps to identify and

articulate a new set of four core values.

•

Survey: In a group-wide survey, staff were asked

for their opinion on Aedifica’s identity and which

characteristics would best enable the company

to fulfil its mission.

•

Focus group: The results of the survey were

discussed in a focus group made up of inter-

ested colleagues. In various phases, they worked

together to distil and define four core values

from the results.

Further embedding our corporate values into our

operations will enable us to remain a leader in the

healthcare real estate sector.

4 core values

Agility

We tackle challenges with a

pragmatic mindset and face

changes with dynamism and

flexibility. Leveraging our col-

lective expertise, we always look

for creative solutions.

Client in mind

We communicate in an open,

honest and transparent way with

our internal and external clients.

Our collaborative approach pro-

duces successful results. By

being proactive, we go the extra

mile for our partners.

Responsibility

We care about our community,

the broader society and the

environment. We take owner-

ship by implementing mean-

ingful action to create a positive

impact for our shareholders and

all stakeholders.

Courage

With our can-do attitude, we

love to challenge existing ways

of thinking and break new

ground. We create value by

embracing new ideas.

AEDIFICAannual report 2025 - BUSINESS REVIEW - organisation

CONTENTS

THIS IS AEDIFICA

TRENDS, STRATEGY &

VALUE CREATION

OUR APPROACH TO CSR

BUSINESS REVIEW

Portfolio

Partners

Organisation

Financial review

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

A diverse organisation

Aedifica believes that diversity, equal opportunities

and respect for everyone are fundamental to the

proper functioning of the company at all levels,

regardless of whether it concerns employees and

country managers, or members of the Board of

Directors and Executive Committee (see pages

100-101). When selecting employees and country

managers, we not only consider a candidate’s indi-

vidual skills and competences, but also diversity

in all its forms, with the aim of assembling a com-

plementary team with a good spread in terms of

gender, age, education, cultural background, etc.

This vision has resulted in a harmonised team con-

sisting of people from diverse educational and

cultural backgrounds, offering a balanced mix of

experience and gender representation. Our strong

focus on diversity fosters internal creativity and

enriches the dynamics within Aedifica, contrib-

uting strongly to the Company’s growth. This is

evidenced by our recent employee survey, which

showed that our employees feel they are treated

fairly, regardless of their race or sexual orientation.

In 2025, Aedifica employed 130 people,

representing 10 different nationalities (see page

60). During the year, we welcomed 15 new

employees to Aedifica as part of our onboarding

programme. 36% of our employees are female.

Employee survey

Retaining engaged and motivated staff is key to

our company’s success. Therefore, for the fifth con-

secutive year, we organised an employee survey

in collaboration with an independent third party in

2025. While providing a comprehensive picture of

employee satisfaction across the Group, the survey

gives us valuable insight into our people’s priorities

and how effectively we are meeting them. It also

gave us the right tools to improve staff well-being

and create a happy workforce.

With a 97% participation rate (+3% compared to

2024), our fifth survey was again a great success.

Besides an in-depth analysis of company culture,

the survey evaluated our workplace in terms of

Credibility, Respect, Fairness, Pride and Cama-

raderie.

This resulted in an excellent Trust Index score

of 85% for the entire Group (same as last year).

Moreover, 95% of staff reported that they would

recommend Aedifica as a great place to work (+3%

compared to 2024).

Aedifica has therefore been recognised as a great

place to work for the fifth consecutive year, allow-

ing the company to carry the Great Place to Work®

Certified label through 2026. This label is not only

a recognition of the continuous efforts Aedifica

makes to promote employee wellbeing, but also

a quality label that helps attract the best talent in

the sector.

We discuss the survey results within each team and

encourage small working groups to collaborate on

developing targeted action plans that address key

areas for improvement.

HR SELECTION POLICY

focus on diversity

focus on complementary of multiple diversity aspects

competences

(inter)national

experience

personality &

profi le

expertise &

intergrity

IN A YEAR IN WHICH WE EMBARK ON A

MAJOR TRANSFORMATION AS A COMPANY,

THESE EXCELLENT RESULTS ARE A

SIGNIFICANT SIGN OF CONFIDENCE FROM

ALL OUR EMPLOYEES.

Stefaan Gielens

CEO

Top survey results

•

Aedifica is a workplace characterised by

strong collaboration and mutual support

across teams with little hierarchy

•

People feel they can be themselves at work

and that they are contributing to work with

real societal impact

•

Staff feel

heard and supported by their

management

, who they describe as

approachable, flexible and trusting

9 out

employees

would recommend

Aedifica as a great

place to work.

AEDIFICAannual report 2025 - BUSINESS REVIEW - organisation

CONTENTS

THIS IS AEDIFICA

TRENDS, STRATEGY &

VALUE CREATION

OUR APPROACH TO CSR

BUSINESS REVIEW

Portfolio

Partners

Organisation

Financial review

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Attractive remuneration

For a growing organisation like Aedifica, an attrac-

tive remuneration package is important for recruit-

ing and retaining the right talent.

Our employees’ remuneration consists of a fixed

and a variable salary, supplemented by fringe

benefits such as a mobility budget, private health

insurance and group insurance. The specific com-

ponents of the remuneration package may vary

from country to country, in line with local legislation

and social security systems. Employees’ variable

remuneration is linked to individual performance

and is paid annually.

Belgian employees benefit from a non-recurrent,

result-based bonus plan linked to pre-defined,

collective targets (a mix of financial and non-fi-

nancial KPIs).

In principle, all staff are employed on open-ended

contracts; fixed-term contracts are only provided

for temporary replacements. Aedifica also offers

part-time work and adapted employment plans.

Equal pay

At Aedifica, we treat our staff fairly and equally.

This is why we are committed to equal pay for

equal work, regardless of gender. To underpin

this commitment, we conduct an annual gender

pay gap analysis to identify and address potential

imbalances. The female-to-male pay ratio among

employees slightly decreased from 85% in 2024 to

83% in 2025. This development is primarily attrib-

utable to workforce changes during the reporting

period and does not reflect a structural change in

our remuneration philosophy, nor does it indicate

any deterioration in our commitment to fair and

equitable compensation practices. In equal posi-

tions, pay is similar and based on objective crite-

ria such as qualifications, experience and ability,

regardless of gender.

Employee new hires & turnover

Emp-New Hires

& Turnover

31/12/2025 31/12/2024

(headcount) % (headcount) %

New hires 15 11.5% 17 13.5%

Employee turnover 17 13.1% 13 10.3%

Employee gender diversity (Diversity-Emp)

Diversity-Emp in 2025 Women Men

(headcount) (%) (headcount) (%)

Employees

46 37% 79 63%

Executive Committee 1 20% 4 80%

Board of Directors 5 71% 2 29%

Gender pay ratio (Diversity-Pay)

Diversity-Pay in 2025 # people Gender

ratio

# FTEs Remuneration %

women/men

Employees

Women 46 36% 43.80 83%

Men 79 63% 79.60

Executive Committee

Women 1 25% 1 127%

Men 3 75% 3

Board of Directors

Women 5 83% 92%

Men 1 17%

1. As at 31 December 2025.

2. Including the Executive Committee.

3. Excluding the Executive Committee.

4. Excluding CEO.

5. Excluding Chair of the Board and Executive Committee members.

AEDIFICAannual report 2025 - BUSINESS REVIEW - organisation

CONTENTS

THIS IS AEDIFICA

TRENDS, STRATEGY &

VALUE CREATION

OUR APPROACH TO CSR

BUSINESS REVIEW

Portfolio

Partners

Organisation

Financial review

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

2.2. Talent development

Continuous learning

Our ambition is to prioritise the development of

human capital by constantly improving our employ-

ees’ skills and knowledge. We achieve this through

continuous training and learning opportunities,

and by fostering an open workplace culture where

regular feedback is encouraged.

The Aedifica Academy (see below) provides a com-

prehensive training programme that is updated

annually in line with the company’s strategy. This

programme focuses on developing functional

knowledge and promoting personal development.

At Aedifica, we have created a workplace culture

in which employees receive continuous feedback

in addition to a formal annual performance review

by their manager. In 2025, 100% of our employees

received a performance evaluation and develop-

ment review.

In addition to recruiting new talent, we have con

tinued to invest in and develop our current staff.

Internal mobility is an important way of building

expertise, strengthening engagement and sup-

porting long-term career development. We there-

fore actively encourage our employees to broaden

their skills through targeted learning initiatives,

increased cross-team collaboration and opportu-

nities to take on new responsibilities by working on

specific projects.

Employee performance appraisals

(Emp-Dev)

Emp-Dev 100% of the staff receive perfor-

mance and career development

reviews (formalised once a year)

3,150

total training hours in 2025 (+12%)

24.2

average hours of training per

employee (+13%)

Aedifica Academy

Aedifica Academy is a training programme for all

Group employees. It empowers everyone to cre-

ate their own personal and professional develop-

ment programme from a range of mandatory and

optional courses. The Academy serves two main

purposes: transferring functional and technical

knowledge on the one hand and promoting the

personal development of our employees on the

other.

Employees are encouraged to supplement their

own programme in the Academy: in addition to the

courses offered by the Company, employees can

also take external courses. These include job-spe-

cific training, such as postgraduate programmes at

universities, as well as soft skills courses.

To streamline talent management and develop-

ment, we use a cloud-based platform that makes

documents and video recordings of Academy ses-

sions available to all employees. This central hub

helps us to create better onboarding processes for

new hires to make sure they are well integrated into

the business from day one.

In 2025, Aedifica employees received an average of

24.2 hours of training per person, a 13.2% increase

compared to 2024 (21.4 hours).

Transferring functional & technical

knowledge

Aedifica offers a broad range of courses and best

practices specifically designed to disseminate

functional and technical knowledge across the

Group. These initiatives help our staff to perform

their tasks efficiently and excel in their specific

roles. The courses cover topics such as real estate

investment, property management, financial anal-

ysis, etc. In addition, a newcomer programme is

organised annually to onboard new employees.

A significant part of this Academy section is

developed in-house. This approach encourages

knowledge sharing among colleagues: internal

experts in their specific matter support colleagues

who wish to deepen their understanding of such

matter. It also promotes an open learning culture,

constructive dialogue and team spirit within the

organisation.

Employees are also required to complete manda

tory training on the Code of Conduct and the poli-

cies referenced therein, ensuring they understand

the Code and act in line with Aedifica’s values. Since

2023, this training has been delivered through

e-learning. The following compliance courses

are provided through e-learning: Data Protection,

Speak Up, Bribery Prevention, Competition Law,

Information Security, Market Abuse Regulation.

In 2025, e-learning courses on Preventing Sexual

Harassment and Display Screen Equipment (DSE)

were added to the compliance programme. The

completion rate of the compliance training mod-

ules launched in 2025 is 99%.

In addition, AI training was organised for employees

who were part of a pilot group granted early access

to integrated AI tools. This ensured the responsible,

informed and secure use of such technologies.

Personal development & leadership

Through the Academy, we also invest in a range of

training that allows employees to further develop

their skills in communication, language, time man-

agement, leadership, etc. By giving them the tools

and resources they need to grow professionally,

we help them reach their full potential and achieve

their career goals.

Training and development (Emp-Training)

Emp-Training 31/12/2025 31/12/2024

# % # %

Total number of employees

130

Number of employees who followed training

128 98% 131 98%

Total number of training hours

3,151 2,806

Average hours of training per employee

24.2 21.4

Total number of training hours – women

1,040 33% 1,233 44%

Total number of training hours – men

2,111 67% 1,573 56%

1. At the end of the reporting period.

AEDIFICAannual report 2025 - BUSINESS REVIEW - organisation

CONTENTS

THIS IS AEDIFICA

TRENDS, STRATEGY &

VALUE CREATION

OUR APPROACH TO CSR

BUSINESS REVIEW

Portfolio

Partners

Organisation

Financial review

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Townhall meetings

Annually, we organise a number of townhall meet-

ings to which all employees are invited. These

meetings are scheduled on a regular basis to inform

everyone about the company’s strategy and perfor-

mance in a consistent and clear manner. Besides

fixed moments, such as the publication of interim

and year-end results, meetings are also organised

on an ad hoc basis for certain initiatives and busi-

ness updates that are of interest to everyone.

In 2025, we organised six townhall meetings. In

addition to discussing financial results, meetings

were organised on Aedifica’s exchange offer on

Cofinimmo, employee survey results and the pro-

gress on our CSR goals.

2.3. Health & well-being

At Aedifica, we take ‘housing with care’ seriously in

all our business activities. The care principles we

apply to manage our real estate portfolio also apply

to our own workforce. By looking after the health

and well-being of our employees, we ensure that

Aedifica remains an attractive place to work.

Employee health & well-being

In 2024, we launched a new version of our employee

handbook, reflecting our ongoing commitment to

the health and well-being of our employees. This

updated handbook provides comprehensive guide-

lines on workplace safety and employee welfare.

By providing clear, accessible and bundled infor-

mation, the new handbook has also enabled our

staff to better understand the existing framework of

employee-friendly rules and policies on employee

well-being and to focus more on their health and

safety, thereby promoting a more positive and pro-

ductive working environment.

There were no work-related accidents to report

in 2025. We hold regular emergency drills and

first aid can be provided in our offices if needed.

On-site first aid training and fire safety training was

also organised for staff members in each country.

Employee health and safety (H&S-Emp)

H&S Emp 2025 2024

Work-related

accidents

0 1

Lost day

rate

0% 0%

Absenteeism

rate

3.1% 3.6%

A better work-life balance

with our telework policy and

disconnection policy

Aedifica promotes a sustainable work–life balance

by offering modern, flexible working arrangements

that support employee well-being and engage

ment. In all countries where Aedifica operates, a

telework policy allows employees to work up to

50% of their working hours from home. This flexi-

bility helps to reduce commuting time and allows

employees to better balance their work and private

lives. It is also an important tool for attracting and

retaining talent, as employees increasingly value

hybrid working possibilities.

In addition to supporting employees, telework con-

tributes to Aedifica’s broader sustainability ambi-

tions. By reducing commuting, the policy helps to

reduce carbon emissions, thereby lowering the

Group’s overall corporate carbon footprint. This is

part of Aedifica’s wider commitment to integrating

sustainability into daily operations.

Since 2023, Aedifica has also implemented a dis

connection policy for all employees. While the

legal right to disconnect is not recognised in every

jurisdiction where the Group operates, Aedifica has

chosen to apply this policy across the entire Group.

The policy outlines the modalities of the right to be

unavailable outside working hours and provides

guidance on the appropriate use of digital tools.

The policy aims to protect rest periods and holi-

days, prevent unnecessary out-of-hours commu-

nication and encourage a healthy work-life balance.

WE REMAIN FIRMLY

COMMITTED TO

FOSTERING A CULTURE

OF CONTINUOUS

LEARNING, CREATING

OPPORTUNITIES TO HELP

OUR PEOPLE DEVELOP

THE SKILLS AND

CONFIDENCE THEY NEED

TO THRIVE.

Fabienne Vanderhulst

HR Manager

AEDIFICAannual report 2025 - BUSINESS REVIEW - organisation

CONTENTS

THIS IS AEDIFICA

TRENDS, STRATEGY &

VALUE CREATION

OUR APPROACH TO CSR

BUSINESS REVIEW

Portfolio

Partners

Organisation

Financial review

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

3. Ethics, compliance and integrity

Aedifica pursues a business culture characterised

by honesty and integrity, responsibility, strict ethics,

and compliance with the statutory rules and cor-

porate governance standards. These values have

been part of Aedifica’s heritage since its foundation

in 2005, and we remain firmly committed to con-

tinuing along this path.

To this end, Aedifica has developed various policies

that set out the rules shaping this corporate culture.

We continuously seek to improve and profession-

alise our policies to ensure the highest ethical and

compliance standards.

Code of Conduct

Aedifica has developed a Code of Conduct that

provides an ethical framework and offers guidelines

to its employees on how to behave in line with

the high ethical values and standards we pursue.

The Code of Conduct helps to ensure that our

employees uphold and protect the Company’s

good reputation in its relationship with customers,

shareholders, other stakeholders, and society at

large.

The Code of Conduct reflects Aedifica’s core val

ues, including our commitments to respecting

human rights, preventing market abuse, fighting

corruption and tax evasion, and securing proper

use of company property. It incorporates by ref-

erence several dedicated internal ethical policies

(including, Dealing Code, Anti-Bribery and Corrup-

tion Policy, Tax-Evasion Policy, Speak-Up Policy and

Human Rights Policy).

The Code of Conduct was fully renewed in 2023.

Particular attention was paid to ensuring that the

Code is easy to understand for all staff members,

regardless of their personal background, by not

only paying attention to the accessibility of the

language, but also by better clarifying the interplay

between the individual special policies and the

overarching Code of Conduct, and by including

practical cases per topic for illustration.

We communicate the Code on our intranet and

through mandatory training for all employees. We

apply a stringent approach to bribery and corrup-

tion, fraud, (illegal) misconduct, insider trading,

discrimination and all other forms of violations of

our Code of Conduct.

The effectiveness of, and compliance with,

the Code is structurally assessed through:

actively detecting and investigating

alleged misconduct and taking

appropriate disciplinary action if

misconduct is substantiated;

2. incorporating compliance with the Code

of Conduct in our onboarding package for

new employees;

monitoring that all staff (both internal

and external), members of the Executive

Committee and Directors complete the

mandatory Code of Conduct training

sessions. Since 2023, these training

sessions take the form of e-learning /

e-testing courses;

4. reporting of incidents to the Executive

Committee and the Board of Directors.

Employees are encouraged to report concerns

about the Code of Conduct and potential infringe-

ments. A dedicated whistle-blowing procedure

provides a safe environment to make such reports,

in addition to the existing direct reporting options

to supervisors and the HR team (including our

revised grievance procedure for employees for

workplace issues). In 2025, no complaints about

alleged infringements of the Code of Conduct were

received, and no violations of the Code of Conduct

were identified.

Prevention of money laundering and

terrorism financing risks

Aedifica has developed and implemented policies

to counter money laundering and the financing of

terrorism and proliferation. These policies ensure

that the establishment of business relationships

with customers or the conclusion of transactions

with counterparties is subject to a prior assessment

of potential money laundering, terrorist financing

and reputational risks. Once a business relationship

is established, a system of continuous monitoring is

applied. Employees involved in implementing this

policy are regularly informed and receive specific

training.

Personal data protection

We are committed to respecting and protecting

the privacy rights of our employees, customers,

shareholders, suppliers and everyone with whom

we do business.

Personal data is managed in a professional, lawful

and ethical manner, in accordance with our internal

and external privacy policy and in compliance with

applicable laws and regulations. We have imple-

mented technical and organisational measures to

prevent the accidental or unlawful destruction, loss,

alteration or unauthorised disclosure of, or access

to, personal data.

OUR COMMITMENT TO

ETHICS GOES BEYOND

POLICY — IT IS THE

CORNERSTONE OF

ALL OUR DECISIONS.

HONESTY, RESPECT, AND

RESPONSIBILITY ARE THE

PRINCIPLES THAT GUIDE

US IN OUR PURSUIT OF

SUSTAINABLE VALUE

CREATION FOR ALL OUR

STAKEHOLDERS.

Sven Bogaerts

CLO/CM&AO

AEDIFICAannual report 2025 - BUSINESS REVIEW - organisation

CONTENTS

THIS IS AEDIFICA

TRENDS, STRATEGY &

VALUE CREATION

OUR APPROACH TO CSR

BUSINESS REVIEW

Portfolio

Partners

Organisation

Financial review

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Cybersecurity

Aedifica relies heavily on various IT systems to

collect, analyse and process (financial) informa-

tion. Sound management of our IT infrastructure

is therefore of fundamental importance for the

Group. Any loss, compromise or unavailability of

these systems, or significant IT issues, could cause

a disruption of management and investment activ-

ities, and a disruption of the internal and external

reporting process. Data breaches could jeopardise

the confidentiality and integrity of our data.

Cybersecurity is therefore a high priority for Aed

ifica, especially as cybersecurity attacks by nation

states, phishing attempts, ransomware and value

chain attacks are becoming increasingly common

and sophisticated. With the increased use of digital

working environments (on-site and at home), the

role of IT services in providing seamless access to

all corporate resources and ensuring information

security has become more important than ever.

To protect our systems and data, and those of our

customers and shareholders, we remain constantly

vigilant and have implemented appropriate tech-

nical and organisation measures.

Aedifica has an internal IT team assisted by an

external partner for IT infrastructure management

(hardware and software), as well as for data security

and storage. Internally, a cybersecurity plan has

been developed to prevent and detect cyber-at-

tacks and to limit their impact. This plan includes:

• an annual pen-test conducted by an independ-

ent expert to identify exploitable vulnerabilities;

•

regular internal phishing campaigns to raise

employee awareness and reduce the risk of

phishing and other cyber threats.

The cybersecurity plan and the actions imple-

mented under it are discussed annually within

the Audit and Risk Committee and subsequently

reported to the Board of Directors.

The Audit and Risk Committee also determines

the annual scope of the internal audit performed

by an independent external consult. In 2025, the

Committee decided to include a cybersecurity

maturity assessment and an artificial intelligence

risk assessment in the audit scope.

testing and audit results 2025

•

The latest pen-test conducted in December

2025 confirmed that Aedifica demonstrates

reasonable compliance with the minimum

standards for cybersecurity.

•

Internal phishing campaigns showed an

increased net reporter score, reflecting

growing employee awareness and vigi-

lance.

•

The cybersecurity and artificial intelligence

assessments confirmed that appropriate

internal controls are in place to mitigate

the key risks.

These results were discussed in the detail in the

Audit and Risk Committee and subsequently pre-

sented to the Board of Directors.

Aedifica also has a cybersecurity insurance policy

in place that provides adequate cover for various

types of cybercrime.

In the past, Aedifica has been the victim of one data

security breach due to a cyber-attack (namely in

March 2021). This breach was reported to the data

protection authority. The incident had a very limited

impact on Aedifica’s operations, did not result in

any demonstrable loss of personal data, and did

not pose a high risk to the rights and freedoms of

potentially concerned data subjects (if any). Since

March 2021, no other data security breaches have

been identified.

Aedifica is not aware of any third-party informa-

tion security breaches during 2025 involving our

personal data.

Artificial intelligence

In compliance with the EU Artificial Intelligence

Act (AI Act), we have adopted a comprehensive

AI policy. This policy aligns with the new regula-

tory framework and ensures that AI systems are

used responsibly, transparently and ethically. It also

ensures that employees understand the opportu-

nities and limitations of these tools.

Aedifica uses AI solely as a productivity-enhancing

support tool. It is not used for critical or automated

decision-making processes, nor for decisions that

would have a direct impact on individuals. Access

to AI tools is monitored by the IT team under super

vision of the Executive Committee and is subject

to mandatory AI training to ensure responsible and

secure use.

ALTHOUGH AI IS A RECENT DEVELOPMENT,

IT IS CLEAR THAT IT OFFERS VAST

OPPORTUNITIES FOR INNOVATION AND

EFFICIENCY. AT AEDIFICA, WE HAVE

ESTABLISHED COMPREHENSIVE GUIDELINES

AND BEST PRACTICES FOR THE ETHICAL USE

OF AI WITHIN THE GROUP.

Thomas Moerman

Group General Counsel & Compliance Officer

AEDIFICAannual report 2025 - BUSINESS REVIEW - organisation

CONTENTS

THIS IS AEDIFICA

TRENDS, STRATEGY &

VALUE CREATION

OUR APPROACH TO CSR

BUSINESS REVIEW

Portfolio

Partners

Organisation

Financial review

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

FINANCIAL REVIEW

Highlights

€293m

in new investments &

developments

€96m

in completed projects

€128m

in divestments

40.8%

debt-to-assets ratio

2.0%

average cost of debt

6.2x

interest cover ratio

88%

hedge ratio

7.8

Net debt/EBITDA

€361m

rental income

(+7% Y/Y / +3% LFL)

€245m

EPRA Earnings* (+4%)

€5.15/share

EPRA Earnings*

€78.40/share

EPRA NTA*

€4.00/share

proposed gross dividend (+3%)

gross dividend yield

on 31 Dec. 2025

* Alternative Performance Measure (APM) in accordance with ESMA (European Securities and Market Authority) guidelines published on 5 October 2015.

For many years, Aedifica has been using Alternative Performance Measures in its financial communications based on the guidelines issued by the

ESMA. Some of these APMs are recommended by the European Public Real Estate Association (EPRA) while others have been defined by the industry

or by Aedifica in order to provide readers with a better understanding of its results and performance. The APMs used in this Annual Financial Report

are identified with an asterisk (*). Performance measures defined by IFRS standards or by Law are not considered as APMs, nor are those which are not

based on the consolidated income statement or the balance sheet. The APMs are defined, annotated and connected with the most relevant line, total or

subtotal of the financial statements, in Note 43 of the Consolidated Financial Statements.

1. The ratio of ‘operating result before result on portfolio’ (lines I to XV of the consolidated income statement) to ‘net interest charges’ (line XXI) on a 12-month

rolling basis.

2. Not adjusted for projects under construction.

OULU MÄNTYPELLONPOLKU - CHILDCARE CENTRE IN OULU (FI)

MARTHA FLORA OEGSTGEEST - CARE HOME IN OEGSTGEEST (NL) MAPLE COURT - CARE HOME IN SCARBOROUGH (UK)

AEDIFICAannual report 2025 - BUSINESS REVIEW - financial review

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TRENDS, STRATEGY &

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OUR APPROACH TO CSR

BUSINESS REVIEW

Portfolio

Partners

Organisation

Financial review

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

1. Financial performance

1.1 Investments and disposals in 2025

New investments

& projects

Type Location Date Investment

(€ million)

Pipeline

(€ million)

Completion Lease Operator

Belgium - 16.5

Coham Extension &

renovation

Tessenderlo-

Ham

01/12/2025 - 16.5 Q1 2030 20 yrs - NNN Korian

Germany 20.5 -

Harburg Acquisition Hamburg 31/12/2025 10 - - 20 yrs - NN Dorea Group

Seniorenheim an der Alten

Saline

Acquisition Lüneburg 31/12/2025 10.5 - - 23.5 yrs - NN Argentum Group

Netherlands 12.5 13

Sinnehiem Forward purchase

Haulerwijk 16/10/2025 - 13 Q1 2026 7 yrs - NN Stichting Liante &

Stichting ZuidOostZorg

De Kroon Acquisition Dronten 30/10/2025 12.5 - Q4 2025 15 yrs - NN Stichting Coloriet &

multiple tenants

United Kingdom

- 25.5

Lavender Villa Extension Grouville 20/05/2025 - 7 Q2 2026 25 yrs - NNN Emera

St Joseph’s Extension St. Helier 03/06/2025 - 3.5 Q4 2026 22 yrs - NNN Emera

Homefield Forward purchase Douglas 04/06/2025 - 15 Q1 2027 25 yrs - NNN Emera

Finland 37.5 74

Oulu Kihokkitie Development Oulu 17/01/2025 - 3.5 Q2 2026 25 yrs - NN City of Oulu

Helsinki Radiokatu Development Helsinki 26/02/2025 - 7.5 Q2 2026 24 yrs - NN City of Helsinki

Jyväskylä Toivonlenkki Development Jyväskylä 16/04/2025 - 3.5 Q1 2026 20 yrs - NN Mehiläinen

Oulu Pikku-Iikankatu Development Oulu 28/04/2025 - 3 Q1 2026 15 yrs - NN Esperi

Kuopio Leinikinkatu

Development Kuopio 31/05/2025 - 3 Q4 2025 15 yrs - NN Touhula

Portfolio of 6 care pro

perties

Acquisition Various

locations

03/06/2025 37.5 - - WAULT 11 yrs

- NN

Attendo, Mehiläinen,

Ikifit & Kepakoti

Joensuu Suppakuja Development Joensuu 03/07/2025 - 5 Q2 2026 15 yrs - NN Attendo

Rovaniemi Koivuojankatu Development Rovaniemi 03/07/2025 - 6.5 Q2 2026 15 yrs - NN Attendo

Lappeenranta Tyysternie

mentie

Development Lappeenranta 25/07/2025 - 7.5 Q2 2026 15 yrs - NN Mehiläinen

Kokkola Kimalaisenpolku Development Kokkola 03/08/2025 - 7 Q2 2026 15 yrs - NN Mehiläinen

Vihti Puhurikuja Development Vihti 25/09/2025 - 6.5 Q1 2026 15 yrs - NN Kaarikeskus

Seinäjoki Axel Mörnenkatu Development Seinäjoki 24/10/2025 - 4.5 Q4 2026 20 yrs - NN Suomen Kristilliset

Hoivakodit

Turku Työnjohtajankatu Development Turku 12/11/2025 - 4 Q3 2026 15 yrs - NN Attendo

Kuopio Pirtinkaari Development Kuopio 18/11/2025 - 6.5 Q4 2026 15 yrs - NN Attendo

Seinäjoki Pikkukäpälä Development Seinäjoki 18/11/2025 - 6 Q4 2026 15 yrs - NN Attendo

Ireland - 85.5

Limerick cancer centre Development Limerick 02/07/2025 - 26.5 Q1 2027 30 yrs - NNN UPMC & Bon Secours

Kilcoole Development Kilcoole 19/12/2025 - 25 Q3 2027 30 yrs - NNN Muskerry

Crumlin Development Dublin 24/12/2025 - 34 Q1 2028 25 yrs - NNN Bartra Healthcare

Spain 7.5 -

Novaedat Mutxamel Acquisition Alicante 18/09/2025 7.5 - - 20 yrs - NN Novaedat

Total 78 214.5

€293m

in new investments

& developments

1. This financial review is based on the

consolidated financial statements.

However, it also includes information on

the statutory accounts, which is always

explicitly stated. The complete statutory

financial statements and the statutory

management report will be filed with the

National Bank of Belgium within the legal

timeframe. They can be accessed free

of charge on the company’s website or

requested from the head office.

2. The amounts in this column include

the budgets for projects that Aedifica

will finance or acquisitions of which the

conditions precedent will be fulfilled in

the course of the coming months. The

development projects are listed in the

overview of the investment programme

(see page 40).

3. Acquisition of a trading care property sub-

ject to the usual condition of approval by

the supervisory authority, given that the

seller is a housing association.

4. Properties in the Channel Islands and Isle of

Man are presented under the UK portfolio.

Amounts in GBP were converted into EUR

based on the exchange rate of the tran-

saction date.

5. The Kuopio Leinikinkatu development

project was completed on 19 December

2025 (see page 70).

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ADDITIONAL INFORMATION

Completed projects

Type Location Date Investment

(€ million)

Lease Operator

Germany 1

Bavaria Senioren- und

Pflegeheim

Renovation Sulzbach-Rosenberg 30/06/2025 1 WAULT 25 yrs - NN Auriscare

United Kingdom

19.5

St. Mary’s Lincoln Development Lincoln 22/01/2025 16.5 30 yrs - NNN North Bay Group

St. Joseph’s Convent Renovation &

extension

St. Helier 31/01/2025 3 WAULT 22 yrs - NNN Emera

Finland 51.5

Oulu Satamatie 34

Development Oulu 02/01/2025 26 15 yrs - NN Multiple tenants

Nurmijärvi Luhtavillantie Extension Nurmijärvi 30/06/2025 2.5 15 yrs - NN Pilke

Kokkola Kruunupyyntie Development Kokkola 02/07/2025 4.5 15 yrs - NN Norlandia

Jyväskylä Lahjaharjuntie Development Jyväskylä 11/09/2025 10 15 yrs - NN Mehiläinen

Vantaa Haravakuja Development Vantaa 22/10/2025 5.5 15 yrs - NN Mehiläinen

Kuopio Leinikinkatu Development Kuopio 19/12/2025 3 15 yrs - NN Touhula

Spain 24

Tomares Miró Development Tomares 16/06/2025 12 30 yrs - NNN Neurocare home

Zamora Av. de Valladolid Development Zamora 12/12/2025 12 30 yrs - NNN Neurocare home

Total 96

1. The amounts in this column only include

the works that were carried out, except for

the investment amount of the project in

Lincoln, which also includes the contrac

tual value of the plot of land.

2. Properties in the Channel Islands are pre-

sented under the UK portfolio. Amounts in

GBP were converted into EUR based on

the exchange rate of the transaction date.

3. Completion of the remaining part of the

service community initially announced

as ‘Oulu Siilotie K21’, following a partial

completion on 31 December 2024.

€96m

invested in

11 completed projects

SINNEHIEM - CARE HOME IN HAULERWIJK (NL)

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ADDITIONAL INFORMATION

Disposals

Location Date Selling price

(€ million)

Germany 4.2

Am Bäkepark Berlin 21/10/2025

Netherlands 24.5

Huize Ter Beegden Beegden 06/03/2025

Martha Flora Hoorn Hoorn 06/03/2025

Zorgresidentie Mariëndaal Velp 01/07/2025

United Kingdom

St. Joseph’s Flats St. Helier 08/05/2025

Church View Seaham 31/10/2025

Sweden

90.9

Portfolio of 22 small-scale

residential care centres (‘LSS’)

Various locations in

Sweden

14/02/2025

Portfolio of 6 (pre-)schools Various locations in

Sweden

31/03/2025

Total 127.6

Aedifica’s strategic asset rotation programme is

based on two principles:

• managing and enhancing the composition and

asset quality of the portfolio, and

•

recycling capital that can be redeployed in qual-

ity assets offering a better return.

In the course of 2025, 34 properties were sold for a

total amount of €127.6 million. In addition to divest-

ing six assets in Germany, the Netherlands and the

UK, Aedifica sold its entire portfolio of 28 care prop

erties in Sweden in the first half of 2025. The first

portfolio of 22 small-scale residential care centres

(‘LSS’) with a capacity of approx. 160 residents was

divested on 14 February 2025, the agreed property

value amounting to SEK 576 million. The remaining

portfolio including six (pre-)schools was sold on

31 March 2025. The agreed property value of this

second transaction amounted to SEK 454 million.

€128m

34 divestments to optimise

property portfolio

1. Properties in the Channel Islands are presented under the UK

portfolio. Amounts in GBP and SEK were converted into EUR

based on the exchange rate of the transaction date.

2. This amount represents the agreed property value of both

transactions.

Disposals in Sweden:

capital recycling

opportunity

Aedifica divested its portfolio in Sweden

because its contribution to the Group’s

EPRA Earnings was limited compared to

other segments, thus allowing for a capital

recycling opportunity. As this divestment

provided additional firepower to pursue

new investment opportunities and refill

the development programme, the pro-

ceeds have already been reinvested by the

announced acquisitions and projects that

were added to the pipeline (see page 40).

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STATEMENT

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FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

1.2 Investments and disposals after 31 December 2025

New investments

& projects

Type Location Date Investment

(€ million)

Pipeline

(€ million)

Completion Lease Operator

Germany - 22

Stadtlohn Development Stadtlohn 19/01/2026 - 22 Q2 2028 30 yrs - NN Specht Gruppe

Finland - 7

Mikkeli Pehtorintie Development Mikkeli 08/01/2026 - 2.5 Q4 2026 20 yrs - NN Mehiläinen

Pirkkala Pereensaarentie Development Pirkkala 26/01/2026 - 4.5 Q4 2026 20 yrs - NN Ikifit

Total - 29

Completed projects

Type Location Date Investment

(€ million)

Lease Operator

Finland 6.5

Vihti Puhurikuja Development Vihti 13/02/2026 6.5 15 yrs - NN Kaarikeskus

Ireland 16.5

Sligo Finisklin Road Development Sligo 20/02/2026 16.5 25 yrs - NNN Coolmine Caring Services Group

Total 23

1. The amounts in this column include the

budgets for projects that Aedifica will

finance.

2. The amounts in this column only include

the works that were carried out.

€29m

in new investments

€23m

invested in 2

completed projects

CRUMLIN - CARE HOME TO BE DEVELOPED IN DUBLIN (IE)

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1.3 Management of financial resources

COMPOSITION OF FINANCIAL DEBTS (%)

3% Investment credits

40% Term loans

6% Revolving loans

8% USPP GBP

20% Sustainable bond

3% Medium-term notes

20% Short-term treasury notes

FINANCIAL DEBT MATURITY (IN € MILLION)

Undrawn

bank debt

Drawn

bank debt

Sustainable

bond

& long-term

notes

1,000

800

600

400

200

31/12

2026

31/12

2027

31/12

2028

31/12

2029

31/12

2030

31/12

20310

>31/12

2031

165

200

303

380

491

339

12 11

50 50

220

165

130

500

INTEREST RATE HEDGING

31/12

2025

31/12

2026

31/12

2027

31/12

2028

31/12

2029

12%

53%

35%

17%

50%

33%

21%

48%

31%

50%

27%

23%

60%

17%

23%

100%

80%

60%

40%

20%

Unhedged

floating

rate debt

Swaps

Fixed

rate debt

1.3.1 Financial debts

During the 2025 financial year, Aedifica strength-

ened its financial resources by contracting long-

term bank facilities totalling €585 million (early

refinancing and new financing) with maturities

ranging from 3 to 7 years. Furthermore, €235 mil-

lion in bank facilities with extension options – ini-

tially maturing in 2026 and already extended once

– have been successfully extended by another

year to 2028, together with €170 million in bank

facilities – initially maturing in 2029 or 2030 – which

have been extended for the first time by one year

to 2030 or 2031.

In addition, Aedifica increased its issuance of short-

term treasury notes by €170 million, optimising its

cost of debt. The total amount of short-term treas-

ury notes (including the ones issued by Hoivatilat)

stands at €484 million, backed by committed credit

facilities in case of non-renewal.

Taking these elements into account, the

maturity dates of Aedifica’s financial debts as at

31 December 2025 are as follows:

Financial debt

(in € million)

Committed financing Short-term

treasury

notes

Lines Utilisation

31/12/2026 215 50 484

31/12/2027 741 541 -

31/12/2028 861 559 -

31/12/2029 67 27 -

31/12/2030 557 177 -

31/12/2031 603 508 -

>31/12/2031 187 142 -

Total debt as at 31 December 2025 3,232 2,005 484

As at 31 December 2025, the weighted average maturity of the drawn financial debt is 3.4 years. Available

committed financing amounts to €1,227 million. After deducting the backup for the short-term treasury

notes, the available liquidity stands at €743 million.

After 31 December 2025, Aedifica added a new bank facility of €150 million with a 5-year maturity and a

new counterparty, in order to further strengthen and diversify its financial resources.

Loans contracted under Aedifica’s Sustainable Finance Framework or linked to sustainability KPIs amount

to €1,701 million (53% of committed long-term credit lines), demonstrating the Group’s wish to further

diversify its sources of financing and to integrate ESG criteria into its financial policy.

The average cost of debt* including commitment fees stands at 2.1% (31 December 2024: 2.0%) owing to

the interest rate hedges Aedifica had in place.

As at 31 December 2025, 88.3% of financial debt is hedged against interest rate risk i.e. the ratio of the

sum of the fixed rate debt and the notional amount of derivatives divided by the total financial debt. The

hedging’s weighted average maturity is 3.8 years. The chart on the left shows the evolution of the hedge

ratio based on the projected debt.

As part of its financial policy, Aedifica aims to keep its debt-to-assets ratio below 45%. As at 31 December

2025, the Group’s consolidated debt-to-assets ratio amounts to 40.8%.

1. Based on projected debt.

Amounts in GBP were converted into EUR based on the exchange rate of 31 December 2025 (0.87228 EUR/GBP).

>€740m

headroom on

committed credit lines

LOANS LINKED TO

SUSTAINABILITY

KPIs AMOUNT TO

OVER €1.7 BILLION,

HIGHLIGHTING

OUR EFFORTS TO

INTEGRATE ESG

CRITERIA INTO OUR

FINANCIAL POLICY.

Ingrid Daerden

CFO

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ADDITIONAL INFORMATION

1.3.2 Sustainable Finance Framework

As part of our efforts to meet our CSR objectives,

we are diversifying our sources of financing and

integrating ESG criteria into our financial policy.

In that context, we have developed a Sustainable

Finance Framework

The proceeds of the financial instruments issued

under this framework are used exclusively for the

(re)financing of sustainable buildings, energy effi

ciency projects and projects of a social nature. To

qualify for this type of financing, the buildings or

projects must meet the sustainability criteria set out

in the framework, which are based on the United

Nations Sustainable Development Goals (SDGs).

In September 2021, Aedifica successfully priced

its first benchmark sustainability bond for a total

amount of €500 million.

Allocation of proceeds

Sustainable finance instruments issued

31/12/2025

Medium-term note 2020 (ISIN BE6322837863) €40 million

Bond 2021 (ISIN BE6330288687) €500 million

Bank loan 2022 €100 million

Term loan 2025 €40 million

Total outstanding amount €680 million

Unallocated amount -

BREAKDOWN BY USE OF PROCEEDS CATEGORY

100%

Green buildings

BREAKDOWN OF ELIGIBLE ASSETS (ASSETS, CAPITAL EXPENDITURES)

100%

Assets

BREAKDOWN OF NEW FINANCING VS. REFINANCING

100%

Refinancing

BREAKDOWN BY GEOGRAPHICAL AREA

8%17%5%32%38%

DE NL UK FI IE

SELECTION CRITERIA

40%60%

Energy intensity ≤ 100 kWh/m

EPC label A or better

Assets Surface Amount

EPC label A or better

40 assets 147,000 m² €418 million

Energy intensity ≤ 100 kWh/m² 25 assets 117,000 m² €277 million

Total 65 assets 264,000 m² €695 million

Impact reporting

green buildings and energy efficiency

Green

buildings

Surface Fair value Average

EPC level

Medium-term note 2020 7 assets 15,500 m² €51 million A

Bond 2021 47 assets 192,500 m² €502 million A

Bank loan 2022 6 assets 42,000 m² €100 million B

Term loan 2025 5 assets 14,000 m² €41 million A

Total 65 assets 264,000 m² €695 million

Climate change adaptation

The net energy use intensity (nEUI) of the selected

assets is 23% below the average of the Group’s

portfolio.

Case studies

See pages 49-50 and our website.

1. A second party opinion on the Sustainable Finance Framework was obtained from V.E and is available on the Group’s website.

2. The allocation of proceeds as well as KPIs for sustainability-linked loans have been subject to a ‘limited assurance’ review by EY

Bedrijfsrevisoren BV (see page 209-211).

3. These assets were selected based on their EPC label A. In most cases, these assets also meet the energy intensity requirement

of ≤100 kWh/m².

1.3.3 Equity

In 2025, Aedifica did not need to raise capi-

tal thanks to its healthy balance sheet. As at

31 December 2025, the total number of Aedifica

shares amounted to 47,550,119, with a share capital

totalling €1,254,742,260.03.

On 10 March 2026, in the context of Aedifica’s

exchange offer on Cofinimmo (see pages 13-14),

35,920,425 new Aedifica shares were issued and

listed with coupon no. 36 and following attached.

Following this transaction, the total number of

Aedifica shares amounts to 83,470,544 and the

share capital to €2,202,602,669.09.

1.3.4 Credit rating

Aedifica benefitted from an investment-grade BBB

rating with a stable outlook from S&P, reflecting

the strength of the Group’s balance sheet and its

liquidity. The stable outlook reflects the predictable

rental income supported by resilient health care

assets and overall long leases which should con-

tinue to generate stable cash flows over the next

few years. S&P’s credit rating research is available

on Aedifica’s website.

In June 2025, following the announcement of the

agreement by Aedifica and Cofinimmo to the all-

share exchange offer (see page 13), S&P Global

announced in a release that it had placed Aedifica’s

BBB ratings on CreditWatch with positive implica-

tions. This reflected the likelihood that S&P Global

could raise Aedifica’s ratings by one notch to BBB+

if the transaction proceeds in line with the proposed

terms. In March 2026, S&P Global announced that

it had raised Aedifica’s credit ratings following the

successful takeover exchange offer for Cofinimmo.

Both Aedifica’s long-term issuer credit rating and

the issue rating on its unsecured debt were raised

from ‘BBB’ to ‘BBB+’, with a stable outlook. Further-

more, Aedifica was assigned a short-term issuer

rating of ‘A-2’.

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FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

1.4 Summary of the consolidated financial statements

1.4.1 Consolidated results

Consolidated income statement - analytical format

31/12/2025 31/12/2024

(x €1,000)

Rental income 360,954 338,138

Rental-related charges

-453 -157

Net rental income 360,501 337,981

Operating charges*

-48,428 -47,725

Operating result before result on portfolio 312,073 290,256

EBIT margin* (%) 86.6% 85.9%

Financial result excl. changes in fair value* -54,295 -50,906

Corporate tax -12,170 -4,140

Share in the profit or loss of associates and joint ventures

accounted for using the equity method in respect of EPRA

Earnings

-265 21

Non-controlling interests in respect of EPRA Earnings -560 -650

EPRA Earnings* (owners of the parent) 244,783 234,581

Denominator (IAS 33) 47,550,119 47,550,119

EPRA Earnings*

(owners of the parent) per share (€/share)

5.15 4.93

EPRA Earnings* 244,783 234,581

Changes in fair value of financial assets and liabilities -9,567 -18,708

Changes in fair value of investment properties 75,397 15,195

Gains and losses on disposals of investment properties -11,665 374

Tax on profits or losses on disposals 0 0

Goodwill impairment -27,615 -30,235

Deferred taxes in respect of EPRA adjustments -26,413 3,826

Share in the profit or loss of associates and joint ventures

accounted for using the equity method in respect of the above

-360 -592

Non-controlling interests in respect of the above -126 390

Roundings 0 0

Profit (owners of the parent) 244,434 204,831

Denominator (IAS 33) 47,550,119 47,550,119

Earnings per share

(owners of the parent - IAS 33 - €/share)

5.14 4.31

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ADDITIONAL INFORMATION

Consolidated

rental income

(x €1,000)

2025.01 -

2025.03

2025.04 -

2025.06

2025.07-

2025.09

2025.10 -

2025.12

2025.01 -

2025.12

2024.01 -

2024.12

Var. (%) on

a like-for-

like basis*

Var. (%)

Belgium 18,093 18,193 18,298 18,366

72,950

69,638

+2.9% +4.8%

Germany 15,919 16,317 16,146 16,173

64,555

63,182

+2.5% +2.2%

Netherlands 10,321 10,281 10,107 10,567

41,276

40,929

+4.1% +0.8%

United Kingdom 24,925 20,159 22,787 20,041

87,912

74,763

+4.7% +19.0%

Finland 16,685 16,916 17,425 17,660

68,686

61,221

+1.3% +12.2%

Sweden 1,083 14 -1 4

1,100

5,338

+1.8% -80.1%

Ireland 5,920 5,932 5,975 6,022

23,849

22,943

+2.1% +4.0%

Spain 31 55 210 330

626

124

- -

Total 92,977 87,867 90,947 89,163 360,954 338,138 +2.7% +6.7%

The consolidated turnover (consolidated rental

income) for the 2025 financial year amounted to

€361.0 million, an increase of approx. 7% com-

pared to the turnover of the previous financial year

(€338.1 million).

The increase in consolidated rental income can

be attributed to the growth of Aedifica’s portfolio

through acquisitions and the completion of devel-

opment projects from the investment programme,

and is supported by the indexation of rental income

and contingent rents. Contingent rents include

a non-recurring historical catch-up payment of

approx. £3.2 million, which was invoiced in the

first quarter. In addition to this historical catch-up

invoicing, there are contingent rents based on the

tenants’ operational performance in the previous

year, amounting to £3.1 million at the end of 2025.

The 2.7% like-for-like variation* in rental income

can be broken down into +2.6% indexation of rents,

+0.4% rent reversion and contingent rents, and

-0.3% exchange rate fluctuation.

Taking into account the rental-related charges

(€0.5 million), the net rental income amounts to

€360.5 million (+7% compared to 31 Dec. 2024).

The property result amounts to €361.1 million

(31 Dec. 2024: €338.7 million). This result, less other

direct costs, leads to a property operating result

of €348.6 million (31 Dec. 2024: €326.2 million).

This implies an operating margin* of 96.7% (31 Dec.

2024: 96.5%).

After deducting overheads of €34.7 million (31 Dec.

2024: €35.1 million) and taking into account

other operating income and charges, the oper-

ating result before result on the portfolio has

increased by 8% to reach €312.1 million (31 Dec.

2024: €290.3 million). This implies an EBIT margin*

of 86.6% (31 Dec. 2024: 85.9%).

Taking into account the cash flows generated

by hedging instruments, Aedifica’s net interest

charges amount to €50.2 million (31 Dec. 2024:

€46.7 million). Taking into account other income

and charges of a financial nature, and excluding

the net impact of the revaluation of hedging instru-

ments to their fair value (non-cash movements

accounted for in accordance with IAS 39 are not

included in the EPRA Earnings* as explained below),

the financial result excl. changes in fair value*

represents a net charge of €54.3 million (31 Dec.

2024: €50.9 million).

Corporate taxes are composed of current taxes,

deferred taxes, tax on profits or losses on disposals

and exit tax. In conformity with the special tax sys-

tem of Belgian RRECs, the taxes included in the

EPRA Earnings* (31 Dec. 2025: charge of €12.2 mil-

lion; 31 Dec. 2024: charge of €4.1 million) con-

sist primarily of tax on the result of consolidated

subsidiaries, tax on profits generated outside of

Belgium and Belgian tax on Aedifica’s non-deduct-

ible expenditures.

Since 1 January 2025, the Fiscal Investment

Institutions (Fiscale Beleggingsintellingen,

‘FBI’) regime no longer applies to REITs investing

directly in real estate in the Netherlands, resulting

in an increase in the current corporate taxes. As a

reminder, the 2024 figures include a one-off refund

of €4.2 million. For 2025, the current taxes for the

Dutch subsidiaries are estimated to amount to

approx. €4.8 million.

Since 1 February 2024, the UK subsidiaries have

benefited from a REIT regime. Under REIT legisla

tion, companies are exempt from UK corporation

tax on UK property investment income and gains on

UK property. However, REITs must distribute 90% of

underlying tax-exempt property income (not gains)

to shareholders within twelve months.

+3%

like-for-like variation*

in rental income

1. The variation on a like-for-like basis* is shown for each country in the local currency. The total variation on a like-for-like basis* is shown in the Group currency.

2. The variation is shown for each country in the local currency. The total variation is shown in the Group currency.

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These distributions are subject to a 20% withhold-

ing tax. Following the double tax treaty between

the United Kingdom and Belgium, the net impact

of the withholding tax amounts to only 15%.

The share in the result of associates and joint ven-

tures mainly includes the result of the participation

in Immobe NV (consolidated since 31 March 2019

using the equity method).

EPRA Earnings* (see page 189) reached €244.8 mil-

lion (31 Dec. 2024: €234.6 million), or €5.15 per

share (31 Dec. 2024: €4.93 per share), based on

the weighted average number of shares outstand-

ing. This result (absolute and per share) is higher

than the budgeted amount of €5.10 per share

announced in the Q3 interim financial report.

The income statement also includes elements

with no monetary impact (i.e., non-cash) that vary

in line with external market parameters. These con-

sist amongst others of changes in the fair value of

investment properties (accounted for in accordance

with IAS 40), changes in the fair value of financial

assets and liabilities (accounted for in accordance

with IAS 39), other results on portfolio and deferred

taxes (arising from IAS 40):

•

Over the entire financial year, the combined

changes in the fair value of marketable invest-

ment properties

and development projects

represent an increase of €75.4 million for the

period (31 Dec. 2024: increase of €15.2 million).

• In order to limit the interest rate risk stemming

from the financing of its investments, Aedifica

has put in place long-term hedges which allow

for the conversion of variable-rate debt to fixed-

rate debt, or to capped-rate debt. Changes in the

fair value of financial assets and liabilities taken

into the income statement as at 31 December

2025 represent a charge of €9.6 million (31 Dec.

2024: charge of €18.7 million).

•

Impairment of goodwill (charge of €27.6 million

as at 31 December 2025, compared to a charge

of €30.2 million on 31 Dec. 2024) resulting from

the impairment testing on 31 December 2025.

•

Deferred taxes in respect of EPRA adjustments

(charge of €26.4 million as at 31 Dec. 2025, com-

pared to an income of €3.8 million on 31 Dec.

2024) arose from the recognition at fair value

of buildings located abroad, in conformity with

IAS 40. In 2024, deferred taxes were positively

impacted by obtaining REIT status in the UK. In

2025, deferred taxes mainly increased in Ireland,

the Netherlands, and Finland. This increase was

partly offset by the reversal of accrued deferred

taxes following the disposal of the Swedish

assets.

Gains and losses on disposals of investment

properties (31 Dec. 2025: loss of €11.7 million;

31 Dec. 2024: gain of €0.4 million) mainly relate

to the Swedish portfolio. This portfolio was sold

at a limited discount of 3.9% between the con-

ventional disposal value and the latest fair value

as at 31 December 2024. In addition, during the

historical holding period of the assets, currency

translation differences were already accounted for

in equity on a quarterly basis and were therefore

already reflected in the net asset value. Following

the termination of the activities in Sweden, these

amounts had to be reclassified from equity to the

income statement and are presented together with

the loss on disposal and transaction costs.

Taking into account the non-monetary elements

described above, the profit (owners of the parent)

amounts to €244.4 million (31 Dec.: €204.8 million).

The basic earnings per share (as defined by IAS 33)

is €5.14 (31 Dec. 2024: €4.31).

The adjusted statutory result as defined in the

annex to the Royal Decree of 13 July 2014 regarding

RRECs, amounts to €223.2 million (31 Dec. 2024:

€203.9 million) – as calculated in the Abridged

Statutory Financial Statements on page 186 – or

€4.69 per share (31 Dec. 2024: €4.29 per share).

1. That change corresponds to the sum of the positive and negative variations of the fair value of the buildings as at 31 December 2024 or the time of entry of new buildings in the portfolio, and the fair value estimated by the valuation experts as at 31 December 2025.

It also includes ancillary acquisition costs and changes in the right of use of plots of land and the land reserve.

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1.4.2 Consolidated balance sheet

Consolidated balance sheet (x €1,000)

31/12/2025 31/12/2024

Investment properties including assets classified as held for sale* 6,285,221 6,218,139

Other assets included in debt-to-assets ratio 151,071 191,695

Other assets

40,831 53,990

Total assets 6,477,123 6,463,824

Equity

Equity excl. changes in fair value of hedging instruments* 3,629,831 3,599,761

Effect of the changes in fair value of hedging instruments 33,869 43,214

Non-controlling interests

5,605 5,122

Equity 3,669,305 3,648,097

Liabilities included in debt-to-assets ratio 2,624,246 2,649,953

Other liabilities

183,572 165,774

Total equity and liabilities 6,477,123 6,463,824

Debt-to-assets ratio (%) 40.8% 41.3%

As at 31 December 2025, investment properties

including assets classified as held for sale* rep-

resent 97% (31 December 2024: 96%) of the assets

recognised on Aedifica’s balance sheet, valued in

accordance with IAS 40

at €6,285 million (31 Dec.

2024: €6,218 million). This heading includes:

•

Marketable investment properties including

assets classified as held for sale* (31 Dec. 2025:

€6,092 million; 31 Dec. 2024: €6,035 million)

increase in the amount of approx. €57 million.

•

Development projects (31 Dec. 2025: €102 mil-

lion; 31 Dec. 2024: €96 million) consist primarily

of investment properties under construction

or renovation. They are part of a multi-annual

investment programme (see page 40).

• The right of use related to plots of land held in

‘leasehold’ in accordance with IFRS 16 (31 Dec.

2025: €79 million; 31 Dec. 2024: €74 million).

•

A land reserve amounting to €12 million (31 Dec.

2024: €13 million).

The item ‘Other assets included in debt-to-assets

ratio’ includes, amongst other things, goodwill

amounting to €59.7 million arising from the acqui-

sition of Hoivatilat – which is the positive difference

between the price paid for the shares of Hoiva-

tilat Oyj and the accounting value of the acquired

net assets – and holdings in associated com-

panies and joint ventures. This mainly includes

the 25% stake in Immobe NV which amounts to

€22.0 million as at 31 December 2025 (31 Dec.

2024: €31.1 million).

The other assets included in the debt-to-as-

sets ratio represent 2% of the total balance sheet

(31 Dec. 2024: 3%).

The other assets (31 Dec. 2025: €40.8 million;

31 Dec. 2024: €54.0 million) include the fair value

of hedging instruments.

Since Aedifica’s incorporation, its capital has

increased as a result of various real estate activities

(contributions, mergers, etc.) and capital increases

in cash. As at 31 December 2025

, the Company’s

capital amounts to €1,204 million (31 Dec. 2024:

€1,204 million). Equity (also called net assets),

which represents Aedifica’s intrinsic net value and

takes into account the fair value of its investment

portfolio, amounts to:

•

€3,630 million excluding the effect of the

changes in fair value of hedging instruments*

(31 Dec. 2024: €3,600 million, including the

€185.4 million dividend distributed in May 2025);

• or €3,664 million taking into account the effect

of the changes in fair value of hedging instru-

ments (31 Dec. 2024: €3,643 million, including

the €185.4 million dividend distributed in May

2025).

1. The investment properties are represented at their fair

value as determined by the valuation experts (Cushman

& Wakefield Belgium NV/SA, Stadim BV/SRL, C&W (UK)

LLP German Branch, Savills Advisory Services GmbH &

Co. KG, Cushman & Wakefield Netherlands BV, Capital

Value Taxaties BV, Knight Frank LLP, Cushman & Wakefield

Finland Oy, CBRE Unlimited Company and Jones Lang

LaSalle España SA).

2. IFRS requires that the costs incurred to raise capital are

recognised as a decrease in the capital reserves.

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Expert valuations up again

Throughout 2025, following four quarters of positive portfolio valuations

in 2024, expert valuations of marketable investment properties were up

again. They increased by 0.5% in Q4 and 1.3% LTM (on a like-for-like basis,

excluding any impact from currency translation).

The most pronounced increases in portfolio valuations were recorded in

the Netherlands, the United Kingdom and Ireland, and mainly relate to

the indexation of rents and strong operational performance of tenants

leading to a strong rental coverage in the UK and Ireland (see page 37),

which had a positive impact on fair value.

As at 31 December 2025, liabilities included in

the debt-to-assets ratio (as defined in the Royal

Decree of 13 July 2014 on RRECs) reached €2,624

million (31 Dec. 2024: €2,650 million). Of this

amount, €2,485 million (31 Dec. 2024: €2,514 mil-

lion) is effectively drawn on the Company’s credit

lines. Aedifica’s consolidated debt-to-assets ratio

amounts to 40.8% (31 Dec. 2024: 41.3%).

Other liabilities of €183.6 million (31 Dec. 2024:

€165.8 million) represent the deferred taxes (31 Dec.

2025: €159.6 million; 31 Dec. 2024: €133.2 million),

accrued charges and deferred income (31 Dec.

2025: €17.0 million; 31 Dec. 2024: €21.6 million)

and the fair value of hedging instruments (31 Dec.

2025: €7.0 million; 31 Dec. 2024: €10.9 million).

0.5%

0.4%

0.3%

0.2%

0.1%

0.0%

+0.02%

+0.12% +0.12%

+0.38%

+0.21%

+0.35%

+0.25%

+0.46%

EVOLUTION OF EXPERT VALUATIONS PER QUARTER ON A LIKE-FOR-LIKE BASIS (IN %)

CLAREMONT MANOR - CARE HOME IN DAWLISH (UK)

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Net asset value per share (in €)

31/12/2025 31/12/2024

Net asset value excl. changes in fair value of hed-

ging instruments*

76.34 75.70

Effect of the changes in fair value of hedging

instruments

0.71 0.91

Net asset value 77.05 76.61

Number of shares on the stock market

47,550,119 47,550,119

1.4.3 Net asset value per share

Excluding the non-monetary effects (i.e., non-cash)

of the changes in fair value of hedging instruments

the net asset value per share

based on the fair

value of investment properties amounted to €76.34

as at 31 December 2025 (31 Dec. 2024: €75.70

per share).

1.4.4 Consolidated cash flow statement

The consolidated cash flow statement included in

the attached Consolidated Financial Statements

shows total cash flows for the period of +€3.5 mil-

lion (31 Dec. 2024: +€0.2 million), which is made up

of net cash from operating activities of +€317.8 mil-

lion (31 Dec. 2024: +€248.5 million), net cash from

investing activities of -€43.8 million (31 Dec. 2024:

-€259.6 million), and net cash from financing activi-

ties of +€270.6 million (31 Dec. 2024: +€11.3 million).

1.4.5 Appropriation of the results

The Board of Directors proposes to the Annual

General Meeting of 12 May 2026 to approve Aed-

ifica NV/SA’s Annual Accounts of 31 December

2025 (of which a summary is provided in the chap-

ter ‘Abridged Statutory Financial Statements’ on

page 185).

The Board of Directors also proposes to distribute a

gross dividend of €4.00 for the 2025 financial year

The dividend will be paid in May 2026

after the

annual accounts have been approved by the Annual

General Meeting of 12 May 2026. The net dividend

per share after deduction of 30% withholding tax

will amount to €2.80.

The statutory result for the 2025 financial year will

be submitted as presented in the table on page 186.

The proposed dividend respects the requirements

laid down in Article 13, § 1, paragraph 1 of the Royal

Decree of 13 July 2014 regarding RRECs consider-

ing it is greater than the required minimum pay-out

of 80% of the adjusted statutory result, after deduc-

tion of the debt reduction over the financial year.

OULU VALJASTIE - CHILDCARE CENTRE IN OULU (FI)

1. The effect of the changes in fair value of hedging instruments of +€0.71 per share as at 31 December 2025 is the impact in equity of

the fair value of hedging instruments, which is positive for €33.9 million, mainly booked in the assets on the balance sheet.

2. Recall that IFRS requires the presentation of the annual accounts before appropriation. The net asset value of €75.70 per share as at

31 December 2024 (as published in the 2024 Annual Report) thus included the gross dividend distributed in May 2025.

3. See page 132 for more information about the consolidated cash flow statement.

4. See page 85 for more information about Aedifica’s 2025 dividend.

5. See financial calendar on page 86.

6. See page 85 for more information about the applicable withholding tax rate. In addition, see section 3.4.2 of the ‘Standing Documents’

for more information on the tax treatment of dividends.

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1.5 EPRA key performance indicators

31/12/2025 31/12/2024

EPRA Earnings*

Earnings from operational activities. EPRA Earnings* represent

the profit (attributable to owners of the Parent) after corrections

recommended by the EPRA.

x €1,000

€ / share

244,783

5.15

234,581

4.93

EPRA Net

Reinstatement Value*

Net Asset Value adjusted in accordance with the Best Practice

Recommendations (BPR) Guidelines published by EPRA in Octo

ber 2019, for application as from 1 January 2020. The EPRA NRV*

assumes that entities never sell assets and provide an estimation

of the value required to rebuild the entity.

x €1,000

€ / share

4,141,246

87.09

4,111,151

86.46

EPRA Net Tangible

Assets*

Net Asset Value adjusted in accordance with the Best Prac-

tice Recommendations (BPR) Guidelines published by EPRA in

October 2019 for application as from 1 January 2020. The EPRA

NTA* assumes that the Company acquires and sells assets, which

would result in the realisation of certain unavoidable deferred

taxes.

x €1,000

€ / share

3,728,066

78.40

3,643,666

76.63

EPRA Net Disposal

Value*

Net Asset Value adjusted in accordance with the Best Prac-

tice Recommendations (BPR) Guidelines published by EPRA in

October 2019 for application as from 1 January 2020. EPRA NDV*

represents the value accruing to the company's shareholders

under an asset disposal scenario, resulting in the settlement of

deferred taxes, the liquidation of financial instruments and the

recognition of other liabilities for their maximum amount, net of

any resulting tax.

x €1,000

€ / share

3,695,948

77.73

3,670,625

77.19

EPRA Net Initial Yield*

(NIY)

Annualised rental income based on the cash rents passing at the

balance sheet date, less non-recoverable property operating

expenses, divided by the market value of the property, increased

with (estimated) purchaser’s costs.

% 5.6% 5.3%

EPRA Topped-up NIY*

This measure incorporates an adjustment to the EPRA NIY in

respect of the expiration of rent-free periods or other unexpired

lease incentives such as discounted rent periods and step rents.

% 5.6% 5.5%

EPRA Vacancy Rate*

Estimated Market Rental Value (ERV) of vacant space divided by

ERV of the whole portfolio.

% 0.1% 0.1%

EPRA Cost Ratio* (incl.

direct vacancy costs)

Administrative & operating costs (including costs of direct

vacancy) divided by gross rental income.

% 13.5% 14.2%

EPRA Cost Ratio* (excl.

direct vacancy costs)

Administrative & operating costs (excluding costs of direct

vacancy) divided by gross rental income.

% 13.5% 14.1%

EPRA LTV*

The EPRA LTV* represents the Company's indebtedness com-

pared to the market value of its assets.

% 39.7% 40.6%

+4%

y/y increase in EPRA Earnings*

HEIDTMANNS HOF

CARE HOME IN FREDENBECK (DE)

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2. Outlook for 2026

The Board of Directors expects the healthcare

real estate market to enter a new cycle, driven

by significant structural demand. Moreover, this

demographic trend is expected to accelerate in

the second half of the twenties, driving demand for

additional capacity as more people age, live longer

and develop age-related conditions that require

specific care. Supported by rising occupancy

rates and strong rent covers, healthcare opera-

tors are again in a position to think about growth

and addressing the ageing of Europe’s population.

With the need for additional healthcare real estate

capacity in Europe growing, and market sentiment

changing, Aedifica is ready to seize the moment.

At the beginning of March 2026, Aedifica created

a larger, more financially robust healthcare real

estate platform by taking control of Cofinimmo

through the exchange offer (see pages 13-14).

Thanks to its increased scale, the combined group

will not only have promising prospects for reducing

capital costs and achieving sustainable earnings

growth per share, it will also be perfectly positioned

to lead the next phase of growth in the healthcare

real estate sector.

Now that Aedifica has taken control of Cofinimmo

on 10 March 2026, consolidated financial reporting

for both companies will take place at the level of

the parent company, Aedifica.

At the time of publishing this annual report, the

company is not providing any figures in its outlook

for the combine entity for 2026. Instead, it has set

a series of key priorities for the new financial year:

•

Integrating the teams and portfolios into one

platform, including scoping, planning and exe-

cution, to allow for the realisation of synergies

as soon as possible.

• Achieving a legal merger of both companies in

the second half of 2026 through a merger by

absorption (i.e. Aedifica absorbing Cofinimmo

to create one remaining entity). This merger will

accelerate the integration process and the reali-

sation of expected synergies, with a full run-rate

impact during 2027.

•

Divesting €300 million in Belgian healthcare

assets, pursuant to the commitment offered to

the BCA to obtain approval for the transaction in

Belgium, and redeploying the recycled capital.

•

Aedifica’s dividend policy will remain unchanged

following the exchange offer, with approx. 80%

of the Group’s recurring EPRA Earnings to be

distributed.

As the exact timing of events following the takeover

of control is still unknown, more detailed guidance

for the combined entity will be provided in the half-

year report, which is due to be published in early

September 2026.

Thanks to its increased scale,

Aedifica will have

promising

prospects

for reducing

capital costs and achieving

sustainable earnings growth

per share.

BENEFITTING FROM A SOLID BALANCE

SHEET, A WELL-POSITIONED PORTFOLIO,

AND THE STRENGTH AND EXPERTISE

OF A LARGER PLATFORM, AEDIFICA IS

IN EXCELLENT SHAPE TO MEET THE

DEMAND FOR QUALITY, AFFORDABLE CARE

PROPERTIES AND SEIZE THE NEXT GROWTH

PHASE IN HEALTHCARE REAL ESTATE.

Serge Wibaut

Chair of the Board

MARTHA FLORA OEGSTGEEST - CARE HOME IN OEGSTGEEST (NL)

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3. Stock market performance

Aedifica offers investors a valuable alternative to

direct real estate investments, combining optimal

real estate income with a limited risk profile. The

Group’s investment strategy provides shareholders

with attractive returns, recurring dividends and

opportunities for growth and capital appreciation.

Since 2020, the Aedifica share has been included

in the BEL 20, the leading stock index compris-

ing the 20 most important companies listed on

Euronext Brussels. The Company’s inclusion con-

firms the market’s confidence in its investment

strategy. Additionally, the share has been trading

on Euronext Amsterdam since November 2019.

This secondary listing and inclusion in the BEL 20

ensure greater visibility and increase the liquidity

of the share on the stock exchange.

Furthermore, since the beginning of 2023, Aedifica

has also been included in the BEL ESG, a new

index introduced by Euronext Brussels. This index

identifies and tracks the 20 listed companies with

the best ESG performance, as measured by their

Sustainalytics Risk Rating.

3.1 Stock price and volume

Aedifica’s shares (AED) have been quoted on Euron-

ext Brussels since October 2006. Aedifica has also

been trading on Euronext Amsterdam via a second-

ary listing since November 2019.

Aedifica is included in the BEL 20 Index, with an

approximate weighting of 2.7% as at 31 December

2025. The Aedifica share is also included in the

EPRA, GPR 250, GPR 250 REIT and Stoxx Europe

600 indices.

Over the course of 2025, the share price fluctuated

between €54.40 and €70.70, closing the year at

€67.50, an increase of over 20% compared to 31

December 2024 (€56.20).

Based on the stock price as at 31 December 2025,

Aedifica shares have a discount of:

•

11.6% as compared to the net asset value per

share excluding changes in the fair value of

hedging instruments*;

•

12.4% as compared to the net asset value per

share.

Between Aedifica’s IPO (after deducting the cou-

pons representing the preferential subscription

or priority allocation rights issued as part of cap-

ital increases) and 31 December 2025, Aedifica’s

stock price increased by 100%, as compared to an

increase of 21% for the BEL 20 index and a decrease

of 39% for the EPRA Europe index over the same

period.

The average daily volume of Aedifica shares traded

was approx. €5,359,000 or approx. 83,900 shares,

resulting in a velocity of 45.0%. Aedifica continues

its efforts to further broaden its investor base by

regularly participating in roadshows and events for

both institutional and private investors.

The valuation creation chart on the right shows the

evolution of Aedifica’s market capitalisation from

its IPO in 2006 to 31 December 2025, with the

cumulative dividend payments deducted.

Euronext Brussels &

Amsterdam

ISIN code: BE0003851681

Trading: continuous

AED

LISTED

EURONEXT

OUR INVESTMENT STRATEGY PROVIDES

SHAREHOLDERS WITH ATTRACTIVE RETURNS,

RECURRING DIVIDENDS AND OPPORTUNITIES

FOR GROWTH AND CAPITAL APPRECIATION.

Delphine Noirhomme

Investor Relations Manager

PREMIUM AND DISCOUNT OF SHARE PRICE COMPARED TO THE NET

ASSET VALUE PER SHARE

31/12/07

31/12/08

31/12/09

31/12/10

30/12/11

31/12/12

31/12/13

31/12/14

31/12/15

31/12/16

29/12/17

31/12/18

31/12/19

31/12/20

31/12/21

31/12/22

31/12/23

31/12/24

31/12/25

100%

80%

60%

40%

20%

-20%

-40%

IPO market

cap 23 Oct.

2006

SPOs Other

capital

increases

Value

creation

Cumulative

dividend

since IP

Market cap

31 Dec.

2025

4,500

4,000

3,500

3,000

2,500

2,000

1,500

1,000

500

VALUE CREATION CHART (IN € MILLION)

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CONTENTS

THIS IS AEDIFICA

TRENDS, STRATEGY &

VALUE CREATION

OUR APPROACH TO CSR

BUSINESS REVIEW

Portfolio

Partners

Organisation

Financial review

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Aedifica share

31/12/2025 31/12/2024

Share price at closing (in €) 67.50 56.20

Net asset value per share excl. changes

in fair value of hedging instruments* (in €)

76.34 75.70

Premium (+) / Discount (-) excl. changes in fair value of

hedging instruments*

-11.6% -25.8%

Net asset value per share (in €) 77.05 76.61

Premium (+) / Discount (-) -12.4% -26.6%

Market capitalisation 3,209,633,033 2,672,316,688

Free float

100.0% 100.0%

Total number of shares on the stock market 47,550,119 47,550,119

Total number of treasury shares 855 8,067

Number of shares outstanding after deduction of the trea

sury shares

47,549,264 47,542,052

Weighted average number of shares outstanding (IAS 33) 47,550,119 47,550,119

Number of dividend rights

83,470,544 47,550,119

Denominator for the calculation of the net asset value per

47,550,119 47,550,119

Average daily volume 83,941 63,669

Velocity

45.0% 34.1%

Gross dividend per share (in €)

4.00 3.90

Gross dividend yield

5.9% 6.9%

MARKET CAPITALISATION (IN € MILLION)

5,000

4,500

4,000

3,500

3,000

2,500

2,000

1,500

1,000

500

31/12/2006

31/12/2007

31/12/2008

31/12/2009

31/12/2010

31/12/2011

31/12/2012

31/12/2013

31/12/2014

31/12/2015

31/12/2016

31/12/2017

31/12/2018

31/12/2019

31/12/2020

31/12/2021

31/12/2022

31/12/2023

31/12/2024

31/12/2025

31/12/2006

31/12/2007

31/12/2008

31/12/2009

31/12/2010

31/12/2011

31/12/2012

31/12/2013

31/12/2014

31/12/2015

31/12/2016

31/12/2017

31/12/2018

31/12/2019

31/12/2020

31/12/2021

31/12/2022

31/12/2023

31/12/2024

31/12/2025

TOTAL RETURN

700

600

500

400

300

200

100

Aedifica total return EPRA Belgium total return EPRA Europe total return

1. Percentage of the capital of a company held by the market, according to the definition of Euronext. See section 3.4.

2. Also taking into account the new Aedifica shares issued on 10 March 2026 as part of the exchange offer on Cofinimmo, all of which

are entitled to the full dividend for the 2025 financial year.

3. Annualised total volume of exchanged shares divided by the total number of shares listed on the market, according to the definition

of Euronext.

4. 2025: dividend that will be proposed to the Annual General Meeting.

5. Gross dividend per share divided by the share price at closing.

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CONTENTS

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TRENDS, STRATEGY &

VALUE CREATION

OUR APPROACH TO CSR

BUSINESS REVIEW

Portfolio

Partners

Organisation

Financial review

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

3.2 Dividend

For the 2025 financial year, Aedifica’s Board of

Directors proposes a gross dividend of €4.00 per

share (+3% compared to the 2024 dividend). After

deduction of the withholding tax of 30% (see sec-

tion 3.3), the net dividend per share will amount

to €2.80.

The dividend will be paid out in May 2026, following

the approval of the annual accounts by the Annual

General Meeting of 12 May 2026.

Coupon

Period Ex-coupon

date

Est. payment

date

Gross

dividend

Net

dividend

01/01/2025 –31/12/2025

14/05/2026 as from 19/05/2026 €4.00 €2.80

GROSS DIVIDEND (€/SHARE)

4.00

3.80

3.60

3.40

3.20

3.00

2.80

2.60

2.40

2.20

2.00

1.80

1.60

1.40

1.20

1.00

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025

3.70

3.80

4.00

3.90

3.40

3.07

2.80

2.50

2.25

2.10

2.00

1.90

1.86

1.82

1.80

1.71

1.48

€4.00/share

proposed gross dividend for 2025

30%

withholding tax rate

3.3 Withholding tax

Since 1 January 2026, the withholding tax on div-

idends distributed by Aedifica amounts to 30%.

From 2017 to 2025, Aedifica shareholders benefited

from a reduced withholding tax of 15% instead of

30%, which is granted to shareholders of REITs

investing more than 80% of their portfolio in resi-

dential healthcare real estate situated in a member

state of the European Economic Area (EEA).

As a result of Brexit, the UK is no longer part of the

EEA since 1 January 2021. A transition regime was

provided for UK assets acquired prior to 1 January

2021 so that they could be included in the calcula-

tion of the 80% threshold until the end of the 2025

financial year. However, as this transition regime has

now ended, and given its portfolio in the UK and

its non-residential care properties in other coun-

tries, Aedifica no longer meets the 80% threshold.

Consequently, the Company’s shareholders will

no longer be able to benefit from the reduced

withholding tax rate of 15%.

Aedifica’s combination with Cofinimmo (see pages

13-14) will not change anything in terms of the

applicable withholding tax rate for dividends pay-

able by Aedifica in 2026. Considering the current

composition of Cofinimmo’s portfolio with offices,

distribution networks and non-residential health-

care real estate, Aedifica’s and Cofinimmo’s con-

solidated real estate portfolio will not reach the

80% threshold.

For more information on the withholding tax on

dividends, see page 224.

1. Prorata of the €4.60 dividend (18 months) over 12 months.

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TRENDS, STRATEGY &

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OUR APPROACH TO CSR

BUSINESS REVIEW

Portfolio

Partners

Organisation

Financial review

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

3.4 Shareholding structure

The table below provides an overview of Aedifica’s

shareholders who hold more than 5% of the voting

rights (based on the number of shares communi-

cated by the shareholders concerned on the date

of notification). Declarations of transparency and

control strings are available on Aedifica’s website.

According to Euronext’s definition, the free float

is 100%.

The pie chart below breaks down Aedifica’s diver-

sified shareholder base geographically.

Around a quarter of shareholders are retail share-

holders.

# of voting rights Date of the

notification

% of the total number of

voting rights

BlackRock, Inc.

2,849,700 29/12/2025 5.99%

Goldman Sachs Group

2,554,740 04/11/2025 5.37%

Other shareholders 88.64%

Total 100%

INTERNATIONAL & DIVERSIFIED SHAREHOLDER BASE

34% Belgium

18% United States

8% Netherlands

6% Luxemburg

6% United Kingdom

4% France

4% Ireland

3% Germany

2% Sweden

2% Australia

8% Other

7% Unidentified

3.5 Shareholder’s calendar

Financial calendar

Interim results 31/03/2026 19/05/2026 – 17:40 PM

Annual General Meeting 2026 12/05/2026

Payment dividend relating to the 2025 financial year As from 19/05/2026

Coupon 36 – ex-coupon date 14/05/2026

2025 Environmental Data Report June 2026

Half year results 30/06/2026 03/09/2026 – 07:30 AM

Interim results 30/09/2026 18/11/2026 – 17:40 PM

Annual press release 31/12/2026 February 2027

1. The most recent transparency notification from BlackRock, Inc. dates

from 13 March 2026. In that notification, BlackRock, Inc. stated that it held

4,829,214 voting rights (5.79%).

2. The most recent transparency notification from Goldman Sachs Group dates

from 16 March 2026. In that notification, Goldman sachs Group stated that it

held 3,954,501 voting rights (4.74%).

3. Based on a shareholder identification carried out on 31 December 2025.

4. These dates are subject to change.

1/4

retail shareholders

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Organisation

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FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

OULU

MÄNTYPELLONPOLKU

CHILDCARE CENTRE IN OULU (FI)

statement

Corporate

Governance

AEDIFICAannual report 2025 -

CORPORATE GOVERNANCE STATEMENT

CONTENTS

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As a leading player in the European listed

healthcare real estate sector, Aedifica is

committed to transparent, ethical and

sound corporate governance in order to

create long-term sustainable value for all

of its stakeholders. The Board of Directors

shall ensure that the corporate governance

principles and processes developed for this

purpose remain appropriate for the company

at all times and comply with applicable

regulations and standards.

97%

attendance rate in Board and

committee meetings

Compliance

training

Comprehensive e-learnings for all

staff to reinforce a culture of integrity

and accountability

Built for what

comes next

A new Board composition was

prepared ahead of the exchange

offer, ensuring continuity of

governance and strategic oversight

of the combined Group

OULU MÄNTYPELLONPOLKU - CHILDCARE CENTRE IN OULU (FI)

AEDIFICAannual report 2025 -

CORPORATE GOVERNANCE STATEMENT

CONTENTS

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TRENDS, STRATEGY &

VALUE CREATION

OUR APPROACH TO CSR

BUSINESS REVIEW

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

CORPORATE GOVERNANCE STATEMENT

This chapter provides an overview of the rules

and principles on which the Company organises

its corporate governance.

These rules for transparent, ethical and sustaina-

ble governance aimed at long-term value creation

for all stakeholders (shareholders, tenants and

their residents, employees, the community and

the environment) are also reflected in Aedifica’s

internal policies

including:

• Articles of Association

• Corporate Governance Charter

• Code of Conduct, incorporating by reference:

• Dealing Code

• Speak Up Policy

• Anti-Bribery and Corruption Policy

• Internal Privacy Policy

• Human Rights Policy

• Environmental Policy

• Charter for Responsible Supplier Relations

• Social Media Policy

• Anti-Money Laundering Policy

• Tax Integrity Policy

• Artificial Intelligence Policy

• Remuneration Policy

• Modern Slavery Statement

1. GOVERNANCE MODEL AND STRUCTURE

Aedifica has opted for a monistic or one-tier gov-

ernance structure as stipulated in Articles 7:85 et

seq. BCCA.

This means that the Company is managed by a

Board of Directors, also referred to as the ‘Board’,

which has the power to perform all acts necessary

or useful for achieving the Company’s purpose,

except for those acts for which the General Meeting

is authorised by law. The Board of Directors has

entrusted an Executive Committee with the day-

to-day management and operational functioning

of the Company.

To increase the overall effectiveness of the Board

of Directors through focus, supervision and mon

itoring of important areas, the Board has estab-

lished three specialised committees, consisting

mainly of Independent Directors who have the

expertise required to be members of such com-

mittees, namely the Audit and Risk Committee, the

Nomination and Remuneration Committee and the

Investment Committee.

As required by RREC legislation and corporate gov-

ernance rules, the Company also has an independ-

ent control function, the effectiveness whereof is

ensured by the internal audit, compliance and risk

management functions.

As Aedifica’s corporate mission – offering sustain

able real estate solutions to professionals whose

core business is the provision of care to persons

in need throughout Europe – aims to sustainably

pursue the interests of all its stakeholders, it has

established a Sustainability Steering Committee.

This Committee examines how the Company’s

sustainability objectives can be integrated into

its policies and is responsible for developing and

monitoring the sustainability action plan.

Given the geographical diversity of the countries in

which Aedifica operates, the Company has a G10

group through which members of the Executive

Committee and country managers can meet reg-

ularly to exchange relevant experience from these

various markets.

This governance structure and the respective divi-

sion of roles can be represented schematically as

shown hereafter.

BOARD OF DIRECTORS

• Defines the Company’s strategy and policy.

• Develops and ensures entrepreneurial, respon-

sible and ethical leadership that can implement

strategy and policies within a framework that

enables effective control and risk management.

• Examines the quality of the information given to

investors and the public.

• Determines the corporate governance.

•

Ensures that ESG objectives are developed

within the Company and supervises their imple-

mentation.

Audit and Risk Committee

In general, the Committee assists the Board in

fulfilling its monitoring responsibilities with regard

to control in the broadest sense, including ensuring

the Company’s internal audit.

The Audit and Risk Committee’s main duties are:

• monitoring the financial reporting process;

• monitoring the effectiveness of the systems for

internal control, risk management and sustain-

ability reporting;

• monitoring internal audit and its effectiveness;

•

monitoring the statutory audit of the annual

accounts and the consolidated annual accounts,

including monitoring of questions and recom-

mendations formulated by the Statutory Auditor

and the information provided to the shareholders

and the market;

•

supervising the external audit, including assess-

ing and monitoring the auditor’s independence

and the appropriateness of the provision of

non-audit services;

•

regular reporting to the Board on the perfor-

mance of its duties, particularly when the Board

draws up the annual accounts, consolidated

accounts and condensed financial statements

intended for publication.

BOARD OF DIRECTORS

Audit and

Risk Committee

Nomination and

Remuneration

Committee

Investment

Committee

Risk Manager

Compliance Officer

Internal Auditor

EXECUTIVE COMMITTEE

G10 - Country managers Sustainability Steering Committee

1 See also section 3 ‘Ethics, compliance and integrity’ on

page 66 for more information about the Code of Conduct

and certain underlying policies.

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ADDITIONAL INFORMATION

Nomination and Remuneration

Committee

The Nomination and Remuneration Committee

assists the Board by:

•

making recommendations in all matters relating

to the composition of the Board and its commit-

tees and of the Executive Committee;

•

assisting in the selection, evaluation and

appointment of the members of the Board and

its committees and of the Executive Committee;

•

assisting the Chair of the Board of Directors in

evaluating the performance of the Board, its

committees and the Executive Committee;

•

drawing up the remuneration policy and the

remuneration report;

•

making recommendations on the remunera-

tion of Directors and members of the Executive

Committee, including variable remuneration and

long-term incentives, whether linked or not to

shares (in the form of share options or other

financial instruments), and severance payments.

Investment Committee

The Investment Committee advises the Board on

investment and divestment proposals submitted by

the Executive Committee, thereby expediting the

company’s decision-making process.

Risk Manager

•

Ensures the implementation of measures and

procedures to identify, monitor and avoid risks

that the company may face, including ESG-

related risks.

•

When risks materialise, proposes measures to

mitigate their impact and assess and monitor

their consequences as much as possible.

Compliance Officer

• Ensures compliance by the Company, its direc-

tors, effective leaders and employees with the

legal rules regarding the integrity of the business

of a public regulated real estate company.

• Ensures compliance with the internal Company

policies, including those relating to conflicts

of interest, incompatible mandates, company

values, and market abuse and manipulation.

Internal Auditor

The Internal Auditor assesses the Company’s activ-

ities and examines the effectiveness of its existing

internal control procedures and methods.

EXECUTIVE COMMITTEE

• Oversees the day-to-day management of Aed-

ifica, in accordance with the values, strategy

and policy guidelines determined by the Board.

•

Proposes strategies to the Board (including

regarding ESG) and implements strategies

approved by the Board.

• Organises and manages supporting functions.

•

Examines and (within the delegated powers)

decides on investments and divestments, gen-

eral management of the real estate portfolio,

and prepares the financial statements and all

operational reporting.

•

Validates the Sustainability Steering Committee’s

proposals and plans.

G10 - Country managers

As deliberation and discussion platform between

the country managers and the Executive Commit-

tee, the G10 ensures:

•

cross-border communication between the differ-

ent teams of Aedifica Group, including exchange

of relevant experiences from the different local

real estate markets in which Aedifica operates;

•

the alignment of objectives of all parts of

Aedifica Group;

•

the participation of all parts of Aedifica Group

in the establishment and implementation of the

Group’s policy.

Sustainability Steering Committee

•

Pursues the implementation and effective

integration of the Group’s CSR strategy in all

business segments, in collaboration with the

operational teams.

• Assesses and manages risks and opportunities

related to climate change.

•

Proposes concrete and economically viable

measures to improve the Group’s environmental

and social performance.

•

Ensures that the Group complies with legal,

national and international environmental require-

ments and sustainability reporting.

•

Promotes dialogue with all stakeholders in order

to determine which efforts need to be made

and in order to develop long-term partnerships

that strengthen the positive impact of actions

implemented.

•

Communicates the Group’s ESG performance to

all stakeholders.

2. REFERENCE CODE

In accordance with Article 3:6 §2 BCCA and the

Belgian Royal Decree of 12 May 2019 specifying

the code to be complied with regarding corporate

governance by listed companies, Aedifica applies

the Belgian Corporate Governance Code 2020 (‘CG

Code 2020’), taking into account the particularities

relating to RREC legislation. The CG Code 2020 can

be accessed on the website www.corporategov-

ernancecommittee.be. The CG Code 2020 applies

the comply or explain principle, whereby deviations

from the recommendations must be justified.

On the date of this Annual Financial Report, Aedifica

complies with all provisions of the CG Code 2020.

The Corporate Governance Charter containing all

the information on the governance rules applica

ble within the Company can be accessed on the

Company’s website (www.aedifica.eu).

AEDIFICAannual report 2025 -

CORPORATE GOVERNANCE STATEMENT

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BUSINESS REVIEW

CORPORATE GOVERNANCE

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RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

3. INTERNAL CONTROL AND RISK MANAGEMENT

Aedifica has implemented an effective internal

control and risk management system, as required

by the RREC legislation and by corporate govern-

ance rules.

The development of this internal control and risk

management system is the responsibility of Aedifi-

ca’s Executive Committee. The Board of Directors

is responsible for determining and evaluating the

risks the Company may face and for monitoring the

effectiveness of internal control.

In accordance with RREC legislation, Aedifica has

appointed:

•

a compliance officer – Mr Thomas Moerman,

Group General Counsel;

•

a risk manager – Ms Ingrid Daerden, CFO, Execu-

tive Director and member of the Executive Com-

mittee, assisted by Mr Philippe Bracke (Group

FP&A Senior Manager);

•

an internal auditor – the internal audit function is

performed by an external consultant, BDO Risk

Advisory Services (represented by Mr Wim Ver-

belen), under the supervision and responsibility

of Ms Katrien Kesteloot (Independent Director).

Aedifica bases its risk management and internal

control system on the COSO internal control model

(Committee of Sponsoring Organisations of the

Treadway Commission - www.coso.org). This model

(2013 version) defines the requirements of an effec-

tive internal control system by 17 principles spread

over five components:

• internal control environment;

• risk analysis;

• control activities;

• information and communication;

• supervision and monitoring.

INTERNAL CONTROL

ENVIRONMENT

Principle 1: the organisation

demonstrates its commitment to

integrity and ethical values.

•

Ethics: Aedifica has several internal policy guide-

lines that apply to its Directors, members of the

Executive Committee and its employees. It has

an ethical charter (‘Code of Conduct’) that has

been completely revised in 2023 (see page 66

of the Code of Conduct).

•

Integrity: Aedifica complies with all legal require-

ments regarding conflicts of interest (see below).

In addition, Aedifica also has a policy on the

prevention of the use of the financial system for

the purposes of money laundering and terrorist

financing, as well as a Tax Integrity Policy.

Principle 2: the Board of Directors is

independent from management and

supervises the development and

operation of internal controls.

At 31 December 2025, Aedifica’s Board of Direc-

tors comprised 12 members, 7 of whom are inde-

pendent members within the meaning of Article

7:87 §1 BCCA. In view of their experience and their

specific profiles, the Directors have the necessary

competences in the context of the exercise of their

mandate (see skills matrix on page 100). The Board

of Directors monitors the effectiveness of the risk

management and internal control measures taken

by the Executive Committee.

Principle 3: the Executive Committee

determines, under the supervision of

the Board of Directors, the structures,

reporting procedures and the

appropriate rights and responsibilities

to achieve the objectives.

Aedifica has a Board of Directors, an Audit and Risk

Committee, a Nomination and Remuneration Com-

mittee, an Investment Committee and an Executive

Committee. The roles of these committees are

described above. The members of the Executive

Committee are responsible for the day-to-day man-

agement of the Company and the execution of the

strategy in line with the sustainable business objec-

tives, on which they report regularly to the Board.

The Executive Committee is also responsible for

the implementation and effectiveness of internal

control and risk management measures.

Principle 4: the organisation is

committed to attracting, training and

retaining competent employees within

the organisation.

The competence of the Executive Committee and

staff is ensured through recruitment processes

based on defined profiles and by organising appro-

priate training. Aedifica supports the personal

development of its employees, offering them a

comfortable and stimulating working environment

tailored to their needs and helping them to identify

and strengthen their talents. The Aedifica Academy

was created to give employees the opportunity

to share their knowledge and best practices with

their colleagues from other departments. Staff

changes are planned based on the career plan-

ning of employees and the likelihood of temporary

departures (e.g. maternity or parental leave) or per-

manent departures (e.g. retirement).

Principle 5: the organisation holds

individuals accountable for their

internal control responsibilities in the

pursuit of objectives.

Over the past years, a ‘Target Operating Model’ has

been developed and when it was implemented,

a RACI matrix was created to describe the roles

that each department plays within the organisa-

tion. The acronym RACI stands for responsible,

accountable, consulted, and informed. The RACI

framework clarifies responsibilities and ensures

that our organisational needs are assigned to those

responsible, and the performance of the respon-

sible can be assessed against the responsibilities

assigned under the framework. Each employee has

at least one performance interview per year with

their supervisor, based on a schedule that maps

out the relations between the company and the

employee. In addition, the remuneration and eval-

uation policy for the Executive Committee and staff

is based on the setting of realistic and measurable

objectives. Benchmark studies were carried out in

2022 and 2023, respectively, for the remuneration

of the Executive Committee and employees.

RISK ANALYSIS

Principle 6: the organisation describes

the objectives clearly enough to be

able to identify and evaluate the risks

relating to these objectives.

Aedifica’s objectives are clearly described in this

Annual Report on pages 18-19. In terms of risk cul-

ture, the Company adopts a prudent conservative

attitude.

Principle 7: the organisation identifies

the risks for the achievement of its

objectives and analyses these risks to

determine how it should manage them.

The Board of Directors identifies and evaluates

Aedifica’s main risks on a quarterly basis and pub-

lishes its findings in the annual and half-yearly

financial reports and interim statements. Risks are

also monitored on an ad hoc basis outside the quar-

terly identification and assessment exercises by

the Board of Directors at its meetings. To this end,

Aedifica has developed an internal tool to more

effectively track risk evolution. The tool is used to

assess Aedifica’s appetite for these risks and doc-

ument the controls put in place. The risk analysis is

regularly monitored and gives rise to remediation

actions in relation to any identified vulnerabilities.

Further information on risks can be found in the

‘Risk factors’ chapter of this Annual Report.

AEDIFICAannual report 2025 -

CORPORATE GOVERNANCE STATEMENT

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TRENDS, STRATEGY &

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BUSINESS REVIEW

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Principle 8: the organisation pays

attention to the risk of fraud when

assessing the risks that could

jeopardise the achievement of the

objectives.

Aedifica is aware that fraud could occur at any level

within the organisation and has therefore taken var-

ious measures to prevent fraud and reduce this risk.

These measures concern inter alia the establish-

ment of an adequate system of internal control

(including control activities – see also principle

10 below) and the adoption of various policies

(Code of Conduct, setting out rules for proper

book and accounting recording and unauthorised

use of company resources; the Anti-Bribery and

Corruption Policy, the Tax Integrity Policy and the

Policy on preventing the use of the financial sys-

tem for the purposes of money laundering and

terrorist financing). Any attempt to commit fraud

is immediately investigated in order to mitigate

the potential impact on the Company and prevent

further attempts.

Principle 9: the organisation identifies

and assesses changes that could have

a significant impact on the internal

control system.

Significant changes are continuously identified

and analysed by both the Executive Committee

and the Board of Directors and formalised in the

‘risk universe’ tool. This analysis is incorporated in

the ‘Risk factors’ chapter. As part of this process,

sustainability-related risks have also been iden-

tified and integrated into the ‘risk universe tool’ in

recent years.

CONTROL ACTIVITIES

Principle 10: the organisation selects

and develops control activities that

contribute to the mitigation of risks

to the achievement of objectives to

acceptable levels.

Each acquisition or disposal transaction can be

reconstructed as to its origin, the parties involved,

its nature, and the time and place at which it was

carried out, on the basis of notarial deeds (direct

acquisition or by way of contribution in kind, merger,

demerger or partial demerger) or private deeds

(indirect acquisition), and is subject, prior to its

conclusion, to a control of compliance with the

Company’s Articles of Association and with the

legal and regulatory provisions in force.

Furthermore, for the management of operational

risks, the following measures have been imple-

mented:

• Review of variances between budget and actu-

als, on a monthly basis by the Executive Com-

mittee, and on a quarterly basis by the Audit

and Risk Committee and the Board of Directors.

•

Daily monitoring of key indicators, such as occu-

pancy rate, trade receivables, aged debtors and

cash position.

• The principle of dual approval:

•

signing of contracts: two Directors jointly or two

Executive Committee members acting jointly;

•

approval of purchase order (PO): POs are

approved by two members;

•

approval of invoices: invoices are approved

based on the service rendered (3-way match

between the PO value, invoice value and

goods receipt value). Furthermore, if invoices

are related to a project or above a defined

threshold, there is an additional approver (4-way

match);

• payment of invoices: the invoices are released

for payment when the above conditions (3- or

4-way match) have been met. The payment

batch is executed by an accountant;

• a specific delegation of authority is in place for

treasury operations.

In addition, the Company has introduced control

measures to address its main financial and oper-

ational risks:

•

interest rate risk: implementation of hedges

(mainly IRS and caps), contracted only with ref-

erence banks;

•

counterparty risk: use of different reference

banks with a strong credit rating to ensure diver-

sification of the origin of bank financing;

• currency risk: hedging instruments (mainly for-

ward contracts) are used to hedge against a

variation in the EUR/GBP rate on future cash

flows in GBP. A macro-hedge is also put in place

to mitigate EUR/GBP variations on the balance

sheet. A part of the debt is contracted in GBP,

which allows to mitigate the exchange rate var-

iations on the valuation of the buildings;

•

creditworthiness of tenants: monthly monitoring

of tenants’ key KPI (Ebitdarm, occupancy rate,

debt ratio, etc.) and ability to pay the rent.

Principle 11: the organisation selects

and develops general IT controls

to promote the achievement of its

objectives.

The technology used by the Company is selected

according to an ‘integrated system approach’.

Aedifica relies on a fully operational ERP (SAP)

to conduct its business. To manage its debt, the

Company uses a treasury management system

(Reval) which communicates daily with the ERP.

Aedifica has also implemented a budgeting tool to

facilitate the budgeting and forecasting projections.

Access security and the continuity of system data

are entrusted to a partner based on a service level

agreement. In addition, leases are registered, and

the most important contracts and documents are

adequately preserved offsite. Finally, an IT depart-

ment ensures that the necessary backups and fire-

walls are in place to protect the security of access

and continuity of system data for which a service

level agreement is in place with a trusted partner.

Principle 12: the organisation develops

control activities with a policy that

determines what is expected and with

procedures that put that policy into

practice.

The formalisation of documentation and internal

processes in formal procedures and policies is part

of a continuous process improvement objective,

which also considers the balance between formal-

isation and company size.

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AEDIFICAannual report 2025 -

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BUSINESS REVIEW

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

INFORMATION AND

COMMUNICATION

Principle 13: the organisation uses

relevant and high-quality information

to support the functioning of internal

control.

The Company’s information system provides relia-

ble and complete information in a timely manner,

meeting both internal control and external reporting

needs. Aedifica has switched to a single ERP sys-

tem for the entire group (SAP).

Additionally, the Company also uses specific soft

ware tools to support operational processes:

• ‘No Claims’ helps property managers to better

identify and manage the operational risks for

each building;

•

‘M-Files’ is used to improve the operational

approval flow for new lease contracts;

•

‘Deepki’ is used to gather all information regard-

ing building consumption.

Principle 14: the organisation

communicates internally the

information, including the objectives

and responsibilities for internal control,

that is necessary to support the

operation of this internal control.

Internal control information is communicated in

a transparent manner within the Company with

the aim of clarifying the organisation’s policies,

procedures, objectives, roles and responsibilities

for everyone. Communication is adapted to the

size of the Company and consists mainly of gen-

eral staff communication, work meetings, email

exchanges and communication through the Com-

pany’s intranet.

Principle 15: the organisation

communicates with third parties on

matters that affect the functioning of

internal control.

Extensive external communication to shareholders

and other stakeholders and transparency is essen-

tial for a listed company, and Aedifica is committed

to this on a daily basis. External communication on

the functioning of internal control is mainly done

through the annual report. In addition, most policies

are also published on the Group’s website.

SUPERVISION AND

MONITORING

Principle 16: the organisation selects,

develops and carries out continuous

and/or one-off evaluations to

check whether the internal control

components are present and whether

they are functioning.

In order to ensure that the components of the

internal control are properly applied, Aedifica has

set up an internal audit function covering its main

processes. The internal audit is organised according

to a multi-year cycle. The specific scope of the

internal audit is determined annually in consultation

with the Audit and Risk Committee, the person

responsible for the internal audit within the mean-

ing of the RREC legislation (Ms Katrien Kesteloot,

Independent Director – see above) and the internal

auditor (see above). In view of the independence

requirements and taking into account the principle

of proportionality, Aedifica has chosen to outsource

the internal audit to a specialised consultant who

is under the supervision and responsibility of the

internal person responsible for the internal audit.

Principle 17: the organisation evaluates

and communicates internal control

deficiencies in a timely manner to

those parties responsible for taking

corrective action, including effective

management and the Board of

Directors, as appropriate.

Recommendations issued by internal audit are

communicated to the Audit and Risk Committee

and the Executive Committee. The Committees

ensure that management takes the appropriate

corrective measures.

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AEDIFICAannual report 2025 -

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BUSINESS REVIEW

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

4. SHAREHOLDER STRUCTURE

Based on the transparency notifications received,

the following two shareholders held more than 5%

of the voting rights in Aedifica as at 31 December

2025: Goldman Sachs Group (5.37%, transparency

notification dated 4 November 2025) and Black-

Rock, Inc. (5.99%, transparency notification dated

29 December 2025) (see page 86). No other share

holder disclosed a holding exceeding 5% of the

capital as at that date.

According to the most recent transparency notifica-

tion received, BlackRock, Inc holds 5.79% of the vot-

ing rights, while Goldman Sachs Group holds 4.74%

(transparency notification dated 16 March 2026).

No changes were reported by other shareholders.

All transparency notifications and details of control

chains are available on the website.

According to the definition of Euronext, the free

float amounts to 100%. The Company has no pre-

ferred shares. Each Aedifica share entitles its holder

to one vote at the General Meeting of Sharehold-

ers, except in cases of suspension of voting rights

provided for by law. There are no legal or statutory

limitations on the exercise of voting rights.

Aedifica is not subject to any control within the

meaning of Article 1:14 BCCA, and has no knowl-

edge of any agreements that could result in a

change of control.

5. BOARD OF DIRECTORS AND COMMITTEES

5.1 COMPOSITION OF THE BOARD OF DIRECTORS

At 31 December 2025, the Board of Directors con-

sisted of twelve members, seven of whom are inde-

pendent within the meaning of Article 7:87 BCCA

and Article 3.5 of the CG Code 2020. The Directors

are listed on pages 95-96. They are appointed for a

maximum term of three years by the General Meet-

ing, which can remove them at any time. Directors

can be reappointed. The full biographies for each of

the members of the Board of Directors are available

on Aedifica’s website. Each member of the Board

of Directors has, for the purpose of their mandate

within Aedifica NV/SA, selected the address of the

registered seat of Aedifica NV/SA, Rue Belliard/

Belliardstraat 40 (box 11), 1040 Brussels (Belgium),

as their business address.

Aedifica takes into account various diversity aspects

(such as gender, age, professional background,

international experience, etc.) for the composition

of its Board of Directors and its Executive Commit-

tee, as explained in more detail on pages 100-101.

Following the successful conclusion of the initial

acceptance period of Aedifica’s exchange offer

on Cofinimmo, the composition of the Board of

Directors was revised (see page 97).

FROM LEFT TO RIGHT: KATRIEN KESTELOOT, CHARLES-

ANTOINE VAN AELST, SVEN BOGAERTS, KARI PITKIN, INGRID

DAERDEN, STEFAAN GIELENS, RAOUL THOMASSEN, SERGE

WIBAUT, RIKKE LYKKE, ELISABETH MAY-ROBERTI, LUC

PLASMAN & MARLEEN WILLEKENS.

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CONTENTS

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BUSINESS REVIEW

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

INGRID DAERDEN

Executive Director

Chief Financial Officer – Executive Manager

Belgian – 51 years

Aedifica Board mandate

• Since 08/06/2020

• End of term: 05/2026

Experience

Over 25 years, including 10 years in real estate financing.

Aedifica shareholding

7,387

Other active mandates

Director of LCL Data Centers and Groep Van Roey

Mandates expired during the last 5 years

CHARLES-ANTOINE VAN AELST

Executive Director

Chief Investment Officer – Executive Manager

Belgian – 40 years

Aedifica Board mandate

• Since 08/06/2020

• End of term: 05/2026

Experience

Over 15 years, starting as corporate analyst with Aedifica evolving to

investment manager and chief investment officer.

Aedifica shareholding

8,370

Other active mandates

Director of Immobe NV/SA

Mandates expired during the last 5 years

Director of Davidis NV/SA

STEFAAN GIELENS, MRICS

Chief Executive Officer – Executive Manager

Belgian – 60 years

Aedifica Board mandate

• Since 03/02/2006

• End of term: 05/2027

Experience

Almost 20 years as CEO of Aedifica which has evolved under his lead

ership from a small start-up to a European pure play healthcare real

estate investor.

Aedifica shareholding

20,813

Other active mandates

Director of Happy Affairs BV and as permanent representative of Happy

Affairs BV/SRL, director in Antemm NV/SA, Kolmont Holding BV/SRL,

Karus VZW/ASBL and BVS VZW/ASBL-BV/SRL

Mandates expired during the last 5 years

KATRIEN KESTELOOT

Independent Director

Member of the Audit and Risk Committee

Responsible for internal audit

Belgian – 63 years

Aedifica Board mandate

• Since 23/10/2015

• End of term: 05/2027

Experience

Over 30 years in healthcare sector, notably over 20 years as CFO of UZ

Leuven (university hospital).

Aedifica shareholding

521

Other active mandates

Director of Hospex NV/SA, VZW/ASBL Faculty Club KU Leuven, Chair of

the Board of Directors and member of the Audit Committee of Emmaüs

VZW/ASBL

Mandates expired during the last 5 years

Rondom VZW/ASBL

SVEN BOGAERTS

Executive Director

Chief Mergers & Acquisitions Officer – Chief Legal

Officer – Executive Manager

Belgian – 48 years

Aedifica Board mandate

• Since 08/06/2020

• End of term: 05/2026

Experience

Over 20 years, including 14 years as attorney specialised in business real

estate transactions.

Aedifica shareholding

9,422

Other active mandates

Mandates expired during the last 5 years

SERGE WIBAUT

Chair – Independent Director

Member of the Audit and Risk Committee

& the Nomination and Remuneration Committee

Belgian – 68 years

Aedifica Board mandate

• Since 23/10/2015

• End of term: 05/2027

Experience

Over 20 years in banking and financial sector, including various senior

leadership positions.

Aedifica shareholding

3,250

Other active mandates

Director of Securex Assurance, Cigna Life Insurance Company of Europe

NV/SA, Scottish Widows Europe and Celest Pension Fund

Mandates expired during the last 5 years

ADE, Alpha Insurance, Securex NV/SA, Eurinvest Partners NV/SA and

Reacfin NV/SA

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ADDITIONAL INFORMATION

KARI PITKIN

Independent Director

Member of the Investment Committee

American & British – 56 years

Aedifica Board mandate

• Since 14/05/2024

• End of term: 05/2027

Experience

Over 20 years in the pan-European real estate industry and investment

banking.

Aedifica shareholding

301

Other active mandates

Independent Director of CTP NV

Mandates expired during the last 5 years

RIKKE LYKKE

Independent Director

Danish – 53 years

Aedifica Board mandate

• Since 13/05/2025

• End of term: 05/2028

Experience

Over 20 years expertise in the European real estate sector.

Aedifica shareholding

112

Other active mandates

Group CEO of Catella Group and various Board mandates within the group,

Chair of the Board of Directors of Hococo ApS, CEO and Director of Nikita

Invest ApS, non-Executive Director of LT Holding af 2020 ApS

Mandates expired during the last 5 years

Group CEO of DEAS Asset Management Group, non-Executive Director of

Fondsmæglerselskabet Investering & Tryghed A/S Group, Ikano Bostad

AB, DI Ejendom (Association), RealCare (non-profit organisation), PropTech

Denmark (Association) and Patrizia AG

LUC PLASMAN

Independent Director

Chair of the Investment Committee & member of

the Nomination and Remuneration Committee

Belgian – 72 years

Aedifica Board mandate

• Since 27/10/2017

• End of term: 05/2026

Experience

Almost 40 years in real estate sector, including various senior leadership

positions.

Aedifica shareholding

776

Other active mandates

Director of Vana Real Estate NV/SA, Business Manager of Elpee BV/SRL

and Secretary General of BLSC

Mandates expired during the last 5 years

MARLEEN WILLEKENS

Independent Director

Chair of the Audit and Risk Committee

Belgian – 60 years

Aedifica Board mandate

• Since 27/10/2017

• End of term: 05/2026

Experience

Almost 30 years as professor of accounting and auditing at KU Leuven

Aedifica shareholding

245

Other active mandates

Independent Director and Chair of the Audit Committee of Retail Estates

NV/SA, Director of Exetrain CommV and the Foundation for Auditing

Research

Mandates expired during the last 5 years

Independent Director and Chair of the Audit Committee of Intervest NV/SA

RAOUL THOMASSEN

Executive Director

Chief Operational Officer – Executive Manager

Dutch – 51 years

Aedifica Board mandate

• Since 10/05/2022

• End of term: 05/2028

Experience

Almost 20 years in property and asset management.

Aedifica shareholding

2,205

Other active mandates

Listo Consulting BV

Mandates expired during the last 5 years

Profin Green Iberia ES SL (the company was dissolved and liquidated) and

Director of Profin Green Iberia NL BV

ELISABETH MAY-ROBERTI

Independent Director

Chair of the Nomination and Remuneration

Committee

Belgian – 62 years

Aedifica Board mandate

• Since 23/10/2015

• End of term: 05/2027

Experience

Over 20 years in real estate sector, notably as Secretary General – General

Counsel of Interparking Group (AG Insurance).

Aedifica shareholding

895

Other active mandates

Various positions and mandates within the Interparking Group

Mandates expired during the last 5 years

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FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

5.2 MANDATES THAT EXPIRE AT THE

ORDINARY GENERAL MEETING

The mandates of the Independent Directors, Ms Willekens and

Mr Plasman, and of the Executive Directors, Mr Bogaerts, Ms Daerden

and Mr van Aelst, will expire at the Ordinary General Meeting of

12 May 2026.

Following the completion of the exchange offer, Ms Kesteloot,

Mr Plasman, Mr Bogaerts, Ms Daerden, Mr Thomassen and Mr van Aelst

resigned from their positions as Director of Aedifica. In accordance

with the Transaction Agreement concluded with Cofinimmo, the

Board of Directors co-opted the following Cofinimmo directors as

Independent Directors of Aedifica:

• Mr Jean Hilgers

• Ms Nathalie Charles

• Ms Mirjam van Velthuizen-Lormans

• Ms Ann Caluwaerts

• Mr Xavier de Walque

The updated composition of the Board of Directors and its Commit-

tees, along with the Directors’ curricula, is available on our website.

At the Ordinary General Meeting, the Board of Directors will propose

the confirmation of the co-optations and the appointment of these

Directors for a term of three years.

5.3 ROLE AND RESPONSIBILITY OF THE

BOARD OF DIRECTORS

The Board of Directors aims to achieve sustainable value creation

for Aedifica’s shareholders and other stakeholders by defining the

Company’s strategy and policy and developing entrepreneurial,

responsible and ethical leadership that can implement this strategy

and policy within a framework that enables effective control and risk

management.

5.4 ACTIVITY REPORT OF THE BOARD

OF DIRECTORS

During the 2025 financial year, the Board of Directors met 23 times.

This high number reflects the preparation of the exchange offer in

2025, which involved a lengthy and complex process – including inter

actions with the Belgian Competition Authority – requiring frequent

deliberations at Board level. Not all these extra Board meetings were

remunerated (see section 8.1).

In addition to the usual recurring topics (including operational and

financial reporting, communication policy, strategy and investment

policy), the Board of Directors also convened to consider the following

matters, among others:

• Strategy:

•

preparation of the exchange offer and creation of shareholder

value;

•

strategy and development of the Company, including in a post-of-

fer scenario.

• Operational:

• positive trend in the operational and financial resilience of opera

tors, supported by increased operator performance data coverage;

•

enhanced focus on monitoring and overseeing the quality of care

in Aedifica care homes;

• implementation of the ESG strategy at the operational level.

• Investment:

•

analysis and approval of investment, divestment and (re)devel-

opment cases;

• implementation of the asset rotation programme;

• implementation of the exchange offer.

• Financial:

• portfolio valuation;

• debt-to-assets ratio management.

• Governance:

•

evaluation of the Executive Committee, determination of its objec-

tives, fixed and variable remuneration;

•

composition of the Board of Directors and the Executive Commit-

tee following the exchange offer.

• Human resources:

•

internal organisation of the Company and development of the

organisational structure across the various countries in which the

Group operates.

• Internal control:

•

organisation and activities of internal control (compliance, risk

management and internal audit function), as well as the cyber

security level of the Company.

• ESG:

•

2025 Environmental Data Report and the sustainability action plan

to achieve net zero emissions for the real estate portfolio by 2050,

based on the work and reporting of the Sustainability Steering

Committee as validated by the Executive Committee;

• GRESB participation.

5.5 INDUCTION AND CONTINUOUS

BOARD TRAINING

An Induction Programme has been developed for new Directors, in

which any Director can participate. The programme includes a review

of the group’s strategy and activities, as well as the main challenges

in terms of growth and competition. It also covers finance, human

resources management, the legal context, corporate governance,

and compliance topics, through one-to-one meetings with the Chair

of the Board, the members of the Executive Committee and the

Compliance Officer.

Directors also receive compliance training (including training on

information (cyber) security). On occasion, external speakers are also

invited to discuss specific topics.

1. Since 10 March 2026, Mr de Walque is no longer a director of Cofinimmo.

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ADDITIONAL INFORMATION

5.6 COMMITTEES OF THE

BOARD OF DIRECTORS

Three specialised committees were established

within the Board of Directors: an Audit and Risk

Committee, a Nomination and Remuneration

Committee and an Investment Committee, which

assist and advise the Board of Directors in their

specific areas. These committees do not have deci-

sion-making authority, but form an advisory body

and report to the Board of Directors, which then

makes the decisions.

All committees are eligible to invite members of

the Executive Committee as well as executive and

management staff to attend committee meetings

and to provide relevant information and insights

related to their area of responsibility. Moreover,

each committee is entitled to speak to any rele-

vant person without a member of the Executive

Committee being present.

Each committee can also, at the Company’s

expense, seek external professional advice on top-

ics falling under the specific powers of the com-

mittee provided the Chair of the Board of Directors

is informed in advance and with due regard given

the financial consequences for the Company. After

each committee meeting, the Board of Directors

receives a report on the findings and recommen-

dations of the relevant committee as well as oral

feedback at a subsequent board meeting.

Audit and Risk Committee

At 31 December 2025, the Audit and Risk Commit-

tee consisted of three Independent Directors: Ms

Willekens (Chair of the Audit and Risk Committee),

Ms Kesteloot and Mr Wibaut. Although the CEO

and the CFO are not part of the Audit and Risk

Committee, they attend the meetings.

Following the exchange offer, the Audit and Risk

Committee is since 10 March 2026 composed of

Ms Willekens (Chair), Mr Wibaut, Mr de Walque

and Ms Charles.

The composition of the Audit and Risk Commit-

tee, as well as the tasks entrusted to it, meet the

legal requirements. Aedifica’s Independent Direc-

tors satisfy the criteria set out in Article 7:87 BCCA

and Article 3.5 of the CG Code 2020. Moreover, all

members of the Audit and Risk Committee have the

necessary accounting and audit competence, both

due to their level of education and their experience

in this matter.

The committee met five times during the 2025

financial year. The Statutory Auditor of the Com-

pany was heard two times by the Audit and Risk

Committee during the financial year.

The main points discussed during the 2025 finan

cial year were:

• quarterly review of the accounts, periodic press

releases and financial reports;

• examination, together with the Executive Com-

mittee, of internal management procedures and

independent control functions;

•

monitoring of normative and legal develop-

ments;

• discussion of the internal audit report;

•

cyber security level of the Company and use

of AI tools.

Nomination and Remuneration

Committee

At 31 December 2025, the Nomination and Remu-

neration Committee consisted of three Independent

Directors: Ms May-Roberti (Chair of the Nomination

and Remuneration Committee), Mr Plasman and Mr

Wibaut. Although Mr Gielens (CEO) is not part of this

committee, he is occasionally invited to participate

to some extent in certain meetings of the com-

mittee, depending on the topics being discussed.

Following the exchange offer, the Nomination and

Remuneration Committee is since 10 March 2026

composed of Mr Hilgers (Chair), Mr Wibaut, Ms

Roberti and Ms Caluwaerts.

The composition of the Nomination and Remuner-

ation Committee, as well as the tasks entrusted to

it, meet the legal requirements. The Nomination

and Remuneration Committee consists entirely

of Independent Directors within the meaning of

Article 7:87 BCCA and Article 3.5 of the CG Code

2020, and has the required expertise in terms of

remuneration policy.

During the financial year 2025, the committee met

3 times, mainly to discuss the following points:

•

composition and evaluation of the Board of

Directors;

• composition and evaluation of the members of

the Executive Committee and their remunera-

tion, including the granting of variable remuner-

ation for the 2024 financial year;

• preparation of the remuneration report;

• composition of the Board of Directors following

the exchange offer;

• recommendations of the Board evaluation;

• organisation of the Company.

Investment Committee

At 31 December 2025, the Investment Commit-

tee consisted of three Independent Directors and

one Executive Director: Mr Plasman (Chair of the

Investment Committee), Mr Wibaut, Ms Pitkin and

Mr Gielens.

Following the exchange offer and the resignation

of Mr Plasman as Director of Aedifica, Mr Plasman

is no longer member of the Investment Committee.

During the 2025 financial year, the committee

met one time to analyse and evaluate investment

and divestment opportunities. Additionally, the

members of the committee regularly consulted

informally (electronically or by telephone) when a

formal meeting was not necessary.

5.7 ATTENDANCE

OF DIRECTORS AND

REMUNERATION OF NON-

EXECUTIVE DIRECTORS

More information on the attendance of Directors

and the remuneration of the Non-Executive Direc-

tors can be found in the remuneration policy (see

Aedifica’s Corporate Governance Charter) and the

remuneration report (see page 103).

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ADDITIONAL INFORMATION

5.8 EXECUTIVE COMMITTEE

AND EFFECTIVE

MANAGEMENT

The Executive Committee is composed of the

following persons, who are also all Executive

Managers within the meaning of the RREC Law.

The members of the Executive Committee are

appointed by the Board of Directors upon the rec-

ommendation of the Nomination and Remuneration

Committee. In 2025, all members of the Executive

Committee also served as Executive Directors of

the Company.

Following the exchange offer, Mr Gielens is the only

remaining Executive Director.

Remuneration

More information on the remuneration of the mem-

bers of the Executive Committee can be found in

the remuneration policy (see Aedifica’s Corporate

Governance Charter) and the remuneration report

(see page 108).

Role and responsibilities of the

Executive Committee

In accordance with Article 16 of the Company’s

Articles of Association, the Board of Directors del-

egated to the Executive Committee special limited

decision-making and representation powers to

allow it to fulfil its role.

For the division of powers between the Executive

Committee and the Board of Directors and for the

other aspects of the operation of the Executive

Committee, please see Aedifica’s Corporate Gov-

ernance Charter (available on the website).

Name

Position Function / description Start of

mandate

Aedifica

shareholding

Board

attendance

Stefaan Gielens,

MRICS

Belgian

60 years

Chief Executive

Officer (CEO)

• Monitoring the Group’s general activities

• Driving force behind the Group’s strategy and

internationalisation

• Executive Director, chair of the Executive Committee, member

of the Investment Committee and Director of several Aedifica

subsidiaries

• CEO mandate is of indefinite duration

3 Feb 2006 20,813

23/23

Ingrid Daerden

Belgian

51 years

Chief Financial

Officer (CFO)

• Responsible for the financial activities of the Group

• Executive Director, member of the Executive Committee, Risk

Manager and Director of several Aedifica subsidiaries

• CFO mandate is of indefinite duration

1 Sept 2018 7,387 22/23

Raoul

Thomassen

Dutch

51 years

Chief Operating

Officer (COO)

• Responsible for the business operations and daily functioning

of the Group

• Executive Director, member of the Executive Committee and

Director of several Aedifica subsidiaries

• COO mandate is of indefinite duration

1 Mar 2021 3,325 23/23

Charles-Antoine

Van Aelst

Belgian

40 years

Chief Investment

Officer (CIO)

• Responsible for the Group’s investment activities

• Executive Director, member of the Executive Committee and

Director of several Aedifica subsidiaries

• CIO mandate is of indefinite duration

1 Oct 2017 8,380 22/23

Sven Bogaerts

Belgian

48 years

Chief Legal Officer/

Chief Mergers &

Acquisitions Officer

(CLO/CM&AO)

• Responsible for the Group’s Legal Department and its national

and international M&A activities

• Executive Director, member of the Executive Committee and

Director of several Aedifica subsidiaries

• CLO/CM&AO mandate is of indefinite duration

1 Oct 2017 9,422 21/23

FROM LEFT TO RIGHT:

SVEN BOGAERTS,

CHARLES-ANTOINE VAN AELST,

STEFAAN GIELENS, INGRID DAERDEN

& RAOUL THOMASSEN

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CONTENTS

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BUSINESS REVIEW

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

6. DIVERSITY AT BOARD AND EXECUTIVE COMMITTEE LEVEL

Diversity at Board and Executive Committee level

forms part of Aedifica’s overall diversity, equity

and inclusion objectives, as set out in the diversity

policy (see page 62). This section discusses the

situation as at 31 December 2025.

Diversity at Board level

In accordance with the Belgian legal requirements,

at least one third of the members of the Board of

Directors must be of a different gender from the

other members. The Board of Directors follows

these legal requirements, and these have also been

integrated into the Board recruitment and nomi-

nation process. The precise gender make-up fluc-

tuates over time as positions become vacant and

depends also on the complementarity between the

different members with respect to various facets of

diversity (of which gender is one). Beyond gender

diversity and the growing focus on the international

composition of the Board of Directors, the Board of

Directors always strives to keep a balanced mix of

diversity in terms of skills, experience, nationality,

age, independence, tenure as well as any other

relevant criterion.

Board of Directors

<40

years

40 – 49

years

50 – 59

years

≥ 60

years

AGE

TENURE

0 – 4

years

5-8

years

9-12

years

+ 12

years

STATUS

7 Independent

5 Non-independent

NATIONALITY

9 Belgian

1 Danish

1 Dutch

1 American-British

SKILLS

10 International business

experience

8 ESG / Sustainability

8 M&A / Capital Markets

12 Senior management

experience

4 Legal / Public Policy

5 Risk Management

8 Financial expertise

3 Relevant professional

experience in/knowledge

of healthcare industry

10 Real estate / REIT

GENDER

6 Women

6 Men

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ADDITIONAL INFORMATION

Executive Committee

GENDER

1 Woman

4 Men

NATIONALITY

4 Belgian

1 Dutch

AGE

< 30

years

30 – 39

years

40 – 49

years

50 – 59

years

≥ 60

years

TENURE

0 – 4

years

5 – 8

years

9-12

years

+12

years

Diversity at Executive Committee level

No legal gender requirements apply to the com-

position of the Executive Committee. Neverthe-

less, here as well, the Company strives through

the Board of Directors that appoints the members

of the Executive Committee, to gender diversity

in the composition of the Executive Committee.

The overall objective, however, is to pay careful

attention not just to one aspect of diversity but to

diversity in all its aspects to ensure a complemen-

tarity of competences, national and international

experience, personalities and profiles, in addition

to the expertise and integrity required for the per-

formance of the function.

7. EVALUATION OF THE BOARD OF

DIRECTORS AND ITS COMMITTEES

Under the leadership of its Chair, the Board of

Directors annually evaluates its size, composition,

performance and that of its committees.

This evaluation has four objectives:

• to assess the functioning of the Board of Direc-

tors and its committees;

•

to check whether important subjects are thor-

oughly prepared and discussed;

• to assess each Director’s actual contribution on

the basis of his or her attendance at meetings of

the Board of Directors and committees and his or

her constructive contribution to the discussions

and decision-making;

•

to assess whether the current composition of the

Board of Directors and committees is in line with

the needs of the Group.

In addition, every five years the Board of Directors

evaluates whether the current monistic governance

structure of the Company remains appropriate.

The Board of Directors is assisted in this evaluation

by the Nomination and Remuneration Committee

and, if necessary, by external experts.

The contribution of each Director is regularly evalu-

ated so that the composition of the Board of Direc-

tors can, if necessary, be adapted to any changed

circumstances. In the event of a reappointment,

the contribution and performance of the Director

are evaluated on the basis of a predetermined

and transparent procedure. The Board of Directors

ensures that there are appropriate plans for mon-

itoring the Directors and ensures that the balance

of competences and experience in the Board of

Directors is maintained in all appointments and

reappointments (of both Executive and Non-Ex-

ecutive Directors).

Non-Executive Directors regularly evaluate their

interaction with the Executive Committee. To this

end, they meet at least once a year without the

members of the Executive Committee.

The last overall assessment of the Board of Direc

tors and its committees took place at the beginning

of 2025. The evaluation focused primarily on the

composition, succession planning, preparation and

functioning of the Board and its committees, as

well as the interactions between the Board and the

Executive Committee. The assessment concluded

that the Board operates effectively and can rely on

highly committed and engaged Board members.

The results of this evaluation was also taken into

account when appointing the new Board of Direc-

tors following the exchange offer.

In 2024, the Nomination and Remuneration Com

mittee and Board of Directors assessed whether

the current monistic governance structure of is

still appropriate for the Company and concluded

that it is.

AEDIFICAannual report 2025 -

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ADDITIONAL INFORMATION

8. REMUNERATION REPORT

This remuneration report was drafted according to

the provisions of article 3:6 §3 BCCA and complies

with the principles of the 2020 CG Code. It has also

been drafted taking into account the European

Commission’s non-binding draft guidelines for the

standardised presentation of the remuneration

report

The remuneration report provides a complete over-

view of the remuneration, including all benefits in

whatever form, granted or due, during the 2025

financial year to each of the Non-Executive Direc-

tors and members of the Executive Committee

in application of the remuneration policy, where

applicable comparing the actual performance to

the targets set.

On 13 May 2025, the General Meeting of Aedifica

approved a revised version of the remuneration

policy with a large majority (95.1% of the votes

casted). This policy took effect on 1 January 2025

and can be consulted on our website. The Board

of Directors did not deviate over the past financial

year in any matter from the approved remunera

tion policy.

At the General Meeting on 13 May 2025, the remu-

neration report for the 2024 financial year was

approved by a large majority of shareholders, with

95.3% of the votes cast in favour. This represents

an increase compared to the previous year (93.8%)

and exceeds the approval levels recorded by most

other BEL 20 Index companies. Notwithstanding

this strong result, the Nomination and Remuner-

ation Committee engaged further with the share-

holders and proxy advisors to better understand

their perspectives and identify additional oppor-

tunities for improvement. Based on this feedback,

the Committee further enhanced the Company’s

remuneration practises, including by ensuring that

the non-financial KPIs under the STI for the Exec-

utive Committee are defined in a more objective

and measurable manner.

The Company will continue to seek feedback

from shareholders and proxy advisors to ensure

that Aedifica’s approach to remuneration remains

aligned with the interests of all stakeholders and

evolves as market expectations change.

8.1 REMUNERATION OF THE

NON-EXECUTIVE DIRECTORS

FOR THE 2025 FINANCIAL

YEAR

The Company’s Ordinary General Meeting has set

the following remuneration for the Non-Executive

Directors

• Board of Directors

• Chair: annual fixed fee €142,000 + €1,000 per

meeting attended;

•

Member: annual fixed fee €42,000 + €1,000

per meeting attended.

• Audit and Risk Committee

•

Chair: annual fixed fee €15,000 + €900 per

meeting attended;

• Member: annual fixed fee €5,000 + €900 per

meeting attended.

•

Nomination and Remuneration Committee /

Investment Committee

•

Chair: annual fixed fee €10,000 + €900 per

meeting attended;

• Member: €900 per meeting attended.

In addition, the Board of Directors has decided

to grant a special travel allowance of €1,000 per

(round) trip to Non-Executive Directors who do not

reside in Belgium. This decision was taken pursuant

to the authority granted to the Board under the

remuneration policy to determine such allowance

in line with what is reasonable and in accordance

with market practice, with the aim of ensuring that

international candidates can also be attracted to

take up a Board mandate.

The table below provides an overview of the

Non-Executive Directors’ attendance at Board

and committee meetings and the remuneration

received for the 2025 financial year as Director

of Aedifica.

The structure of the remuneration corresponds to

the remuneration policy: a fixed cash-based straight

forward remuneration. Non-Executive Directors do

not receive performance-related remuneration

(such as bonuses, shares or stock options), benefits

in kind, or benefits related to pension plans. Conse-

quently, the ratio of fixed to variable remuneration

is 100% fixed and 0% variable.

However, in accordance with the remuneration pol-

icy and in order to comply with the spirit of principle

7.6 of the 2020 CG Code, the Non-Executive Direc-

tors are obliged to annually acquire a number of

shares equivalent to 10% of their gross annual fixed

remuneration as member of the Board of Directors,

calculated based on the average stock market

price for the month December of the preceding

year. These shares must be held until at least one

year after the Non-Executive Director leaves the

Board of Directors and, in any event, for a minimum

of three years after their acquisition. The Non-Ex-

ecutive Directors must submit to the Company, on

an annual basis, proof of the number of shares held

in order to demonstrate compliance with this rule.

In application of this rule the Non-Executive Direc-

tors (other than the Chair) were required to acquire,

for the year 2025, a minimum of 64 shares, whereas

the Chair was required to acquire a minimum of 217

shares. All Non-Executive Directors have acquired

the required number of shares.

The combination of a fixed cash-based remunera

tion and the obligation for the Non-Executive Direc-

tors to invest in the Company’s capital, coupled

to a long-term holding obligation of the acquired

shares, allows the Company to reward the mem-

bers of the Board of Directors appropriately for

1. Draft Guidelines on the standardised presentation of the remuneration report under Directive 2007/36/EC, as amended by Directive (EU) 2017/828 as regards the encouragement of long-term shareholder engagement.

2. See decisions of the Ordinary General Meetings of 28 October 2016, 22 October 2019, 11 May 2021 and 13 May 2025.

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ADDITIONAL INFORMATION

their work based on market-competitive fee levels,

whilst also strengthening the link with the Compa-

ny’s strategy, long-term interest and sustainability.

Remuneration of Independent Directors in 2025

Name

Board of

Directors

attendance

Audit

and Risk

Committee

attendance

Nomination and

Remuneration

Committee

attendance

Investment

Committee

attendance

Fixed

remuneration

(€)

Attendance

fees

(€)

Trave l

allowance

(€)

Total

remuneration

(€)

Pertti Huuskonen

12/12 - 2/2- - 15,461.54 8,800 300 24,561.54

Katrien Kesteloot

21/23 5/5 - - 47,000 18,500 1,000 66,500

Elisabeth

May-Roberti

22/23 - 3/3 - 52,000 16,700 1,000 69,700

Marleen Willekens

22/23 5/5 - - 57,000 19,500 1,000 77,500

Luc Plasman

23/23 - 3/3 1/1 52,000 18,600 / 70,600

Serge Wibaut

21/23 5/5 3/3 1/1 147,000 23,100 1,000 171,100

Kari Pitkin

23/23 - - - 42,000 15,000 3,300 60,300

Rikke Lykke

10/11 - - - 26,538.46 8,000 3,000 37,538.46

Total 439,000 128,200 10,600 577,800

8.2 REMUNERATION OF THE

MEMBERS OF THE EXECUTIVE

COMMITTEE FOR THE 2025

FINANCIAL YEAR

8.2.1 Aedifica’s remuneration

philosophy

The main principles underlying Aedifica’s remu-

neration policy for the members of its Executive

Committee are based on a balanced approach

between market competitive standards, the ratio

between fixed and variable pay and the economic

and social contribution of the Company linked to

certain non-financial parameters of the variable

pay, as summarised in the table on the right.

Competitive

to relevant peers

to attract, retain

and motivate

high calibre

executives

Long-Term

Incentive

Short-Term

Incentive

Fixed base

remuneration

up to ~ 45% of total

as variable remuneration (50%

short / 50% long term variable),

with upwards opportunity for

outperformance

~ 55% of total

as fixed base

remuneration

• Driving financial and non-financial performance and generating long-term sus-

tainable and profitable growth

•

Aligned with the Company’s financial performance goals, its long-term value

creation strategy and risk tolerance

• Aligned with shareholders interests with due consideration to shareholder and

societal views, by complying with best practices in corporate governance, defining

targets for the variable compensation plans based on financial and non-financial

targets

• Reflection of pay for performance principle

• Set at market levels based on benchmark with European peer group

Benefits

•

Differentiation based on experience and responsibility, such that the com-

pensation of individual members of the Executive Committee is aligned

with their respective responsibilities, relevant experience, required compe-

tencies and performance

1. See section 5.8 for an overview of the Board attendance of the Executive Directors.

2. As explained in section 5.4, the high number of Board meetings reflects the preparation of the exchange offer on all Cofinimmo shares (see pages 13-14), which was a lengthy and complex process involving frequent deliberations at Board level. Not all of these

Board meetings were remunerated. Eight meetings were held without remuneration, as they mainly served as intermediary update sessions intended to brief the Board on the progress of the ongoing process.

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8.2.2 Remuneration structure

8.2.2.1 benchmark study

In alignment with the remuneration policy, remu-

neration of the members of the Executive Commit-

tee is regularly benchmarked against that of a peer

group in order to ensure the market conformity of

the remuneration package and enable the Com-

pany to continue to attract and retain internation-

ally experienced top executive profiles, taking into

account and evolving with the size, growth and

internationalisation of the Company.

The latest benchmark study was conducted in

the first half of 2022 by the independent special-

ist consultant Willis Towers Watson. The bench-

marked group consisted of the following European

peers: Cofinimmo, Immobel, Warehouses De Pauw,

Gecina, Icade, Klepierre, Korian, Orpea, Deutsche

Wohnen, Patrizia, Vonovia, Grand City Properties,

Shurgard Self Storage, Eurocommercial Properties,

Redevco, Fabege, Hemso, SBB, PSP Swiss Prop-

erty, Assura, Hammerson, Land Securities Group

and SEGRO.

The current remuneration level of the members

of the Executive Committee is around the 25

percentile of the peer group.

8.2.2.2 fixed remuneration

The fixed remuneration consists of a fixed cash

remuneration, as set out in the management agree-

ments with individual members of the Executive

Committee.

The members of the Executive Committee receive

no additional compensation to carry out the duties

related to their office as Director of Aedifica and

its subsidiaries and receive no remuneration from

Aedifica’s subsidiaries.

The table below details the number of shares

acquired by the members of the Executive Com-

mittee in previous years in application of the fixed

long-term incentive plans and which have vested

during the calendar year 2025.

No new shares are issued anymore under these

plans since the former fixed long-term incentive

plans have been replaced by a variable long-term

incentive plan since the adoption of the remuner-

ation policy of 2021 (see previous annual reports).

Name

Identification

of plan

Acquisition

date of

LTIP shares

Total number

of LTIP shares

acquired

Acquisition

price of LTIP

shares (€)

Number of

LTIP shares

vested in 2025

Number of

not yet vested

Stefaan

Gielens

2022 LTIP 14/03/2022 1,028 83.25 514 /

Ingrid

Daerden

2022 LTIP 14/03/2022 587 83.25 293 /

Sven

Bogaerts

2022 LTIP 14/03/2022 588 83.25 294 /

Charles-Antoine

van Aelst

2022 LTIP 14/03/2022 588 83.25 276 /

Raoul

Thomassen

2022 LTIP 14/03/2022 587 83.25 293 /

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ADDITIONAL INFORMATION

8.2.2.3 variable remuneration

A. Short-term variable remuneration

Structure

As described in the remuneration policy, the mem-

bers of the Executive Committee are entitled to

an annual bonus subject to the realisation of both

collective and personal objectives.

The target bonus for performance is equal to 40%

of the fixed annual remuneration. For actual per-

formance below the defined threshold, no bonus

is due. Moreover, the actual bonus is capped at

a maximum of 60% of annual fixed remuneration

paid for performance at, or in excess of the maxi-

mum recognised performance level. The aggregate

annual bonus may thus vary between 0% and 60%

of the fixed annual remuneration, depending on the

realisation of the performance targets.

The targets, thresholds and maximum performance

levels are determined each year at the beginning

of the annual performance cycle.

The actual bonus earned is determined based on a

balanced mix of collective and personal, financial

and non-financial key performance indicators (KPIs)

and their corresponding weighting factors.

Performance over 2025

On 12 February 2026, the Board of Directors con

cluded, based on the recommendation of the Nom-

ination and Remuneration Committee and after

validation of the financial results as at 31 December

2025 by the Audit and Risk Committee, that the

quantitative and qualitative criteria set out for the

annual short term incentive plan and determined in

line with the remuneration policy were met for pay-

ment of the variable remuneration to the members

of the Executive Committee for the 2025 financial

year, as indicated in the table on the upper right.

Targets for 2026

The performance levels under the short-term

incentive for the collective financial and non-fi-

nancial KPIs for the financial year 2026 have been

set by the Board of Directors. In accordance with

the revised remuneration policy, these were set

as indicated in the framework on the lower right.

Short term variable – 2025

2025

performance

objectives

Weight Award

min-max

Targets & achievements Award

Collective

financial

KPI

Consolidated

EPRA Earnings*

per share

58% 0-150%

min.

4.75

target

5.01

max.

5.35

actual

5.15

121%

Operating

margin

12% 0-150%

min.

85.19

target

86.10

max.

actual

86.60

128%

Collective

non-

financial

KPI

Tenant occupancy

coverage

15% 0-150%

min.

target

max.

actual

150%

Collective

accretive M&A

process

15% 0-150% min.

delivery of complete,

substantiated and

execution-ready

investment file to

the Board of Direc

tors regarding the

execution of the

exchange offer,

ensuring strategic

alignment, regu

latory compliance

and shareholder

value creation for

shareholders of

Aedifica and Cofi

nimmo

target

approval of the

share issuance in

the context of the

exchange offer by

the General Meeting

of Aedifica

max

success completion

of the exchange

offer (i.e. Aedifica

acquiring more than

50% of the shares of

Cofinimmo NV/SA)

actual

target

100%

Financial KPIs (70%)

EPRA cost ratio

(23.33%)

Synergies - run rate

(23.33%)

DTA & Credit rating

(23.33%)

Non-financial KPIs (30%)

Integration milestones

(15%)

Min: scoping of the integration

(prioritised integration scope and focus

governance of the integration) + cultural

assessment

Target: definition of the future, integrated

way of working + change management

Max: execution of the validated

integration projects + change

management

Takeover milestones (15%)

Min: merger clearance

Target: obtain control over Cofinimmo following exchange

offer

Max: merger by absorption of Cofinimmo NV/SA

In line with market practice and taking into account

the commercial sensitivity of disclosing financial

targets prospectively, the Company discloses the

specific performance levels of the financial KPIs on

a retrospective basis only.

1. Each defined milestone is linked to specific deliverables,

which are monitored and tracked by an external consultant.

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B. Long-term variable remuneration

Structure

As described in the remuneration policy, the mem-

bers of the Executive Committee are entitled to a

long-term incentive award that is granted condi-

tionally, the vesting of which is contingent on the

realisation of key performance indicators (KPIs) over

a period of three years (the performance cycle).

The target incentive award for performance is equal

to 40% of the annual fixed remuneration at the

time of granting. For actual performance below

the retained threshold performance level defined,

no award is due. Moreover, the actual award is

capped at a maximum of 75% of the annual fixed

remuneration at grant which is paid for actual per-

formance at or in excess of the maximum recog-

nised performance level. The aggregate long-term

incentive may thus vary between 0 and 75% of the

annual fixed remuneration at grant, depending on

the realisation of the targets.

The actually earned incentive award is determined

on the basis of a mix of collective, financial and

non-financial, KPI-types (key performance indica-

tors) and corresponding weighting factors.

The Board of Directors determines for each three-

year performance cycle the specific financial and

non-financial KPIs (and their performance levels)

selected within the framework of the KPI-types set

in the remuneration policy.

The incentive award is paid out in cash at the begin-

ning of the year following the performance cycle,

subject to applicable tax and social security regu-

lations. The members of the Executive Committee

can opt to invest the net cash award (after deduc-

tion of withholding tax), to acquire Company shares

at 100/120

of the market share price, provided

that the Company shares are made unavailable

and are not transferable during a period of at least

two years following the acquisition of the shares.

Relative Total Shareholder Return (TSR) peer

group

A portion of the long-term incentive award is sub

ject to TSR, which is determined based on the

Company’s TSR ranking within the TSR peer group,

measured over a three-year period, as further

detailed in the Remuneration Policy. In line with

best practice, the Company periodically reviews the

composition of this peer group to ensure continued

transparency, comparability and methodological

consistency.

During the financial year, two significant corporate

events affected the composition of the TSR peer

group:

•

Assura plc was acquired by Primary Health Prop-

erties PLC and subsequently delisted;

•

Cofinimmo SA/NV was acquired by Aedifica

following the exchange offer, resulting in Cof-

inimmo no longer qualifying as an independent

listed peer.

In accordance with the remuneration policy and

upon recommendation of the Nomination and

Remuneration Committee, the Board assessed the

most appropriate adjustments to the peer group in

light of these developments.

The Board decided to remove Cofinimmo from

the peer group and not to replace it, given the size

and composition of the remaining peer group. To

preserve balance and comparability within the

group, Assura is replaced by Land Securities Group

plc (Landsec). Landsec was selected based on its

correlation profile, sector relevance and the geo-

graphical alignment of its activities with Aedifica’s

footprint.

These changes will apply for the TSR performance

cycles starting from 1 January 2025. In view of the

peer group consisting of 17 companies going for-

ward, the vesting schedule has been adjusted (see

table on the right), also reflecting the principle that

no vesting below median will occur.

The Company remains committed to maintaining a

remuneration framework that reflects best practice

in governance, transparency and alignment with

long-term shareholder value creation. The Board

will continue to monitor the peer group annually

and will disclose any further adjustments in future

remuneration reports.

Performance 2023-2025

The performance cycle of the long-term incentive

plan (period 2023-2025) was set by the Board of

Directors in 2023 in line with the remuneration

policy applicable at that time.

On 12 February 2026, the Board of Directors con

cluded, based on the recommendation of the Nom-

ination and Remuneration Committee and after

validation of the financial results per 31 December

2025 by the Audit and Risk Committee that the

quantitative and qualitative criteria set out for the

2023-2025 performance cycle of the long-term

incentive plan were met for payment of the variable

remuneration to the members of the Executive

Committee, as indicated in the table below.

Long term variable – 2023-2025

2023 - 2025 perfor-

mance objectives

Weight Award

min-max

Targets & achievements Award

Financial

KPI

Average EPS growth

(CAGR)

70% 0-125% 88.66%

min

1.50%

target

3.00%

max

5.00%

actual

2.66%

Non-

financial

KPI

Net energy use intensity of

the portfolio at the end of

the performance cycle per

square meter / per year

(based on that part of the

portfolio for which such

data are available)

15% 0-125% 125%

min

162

target

157

max

152

actual

152

Employee satisfaction -

average satisfaction rate

in Great Place To Work

survey

15% 0-125% 125%

min

72.5%

target

75%

max

77%

actual

84%

TSR peer group vesting schedule

Position 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17

Vesting 187.5% 173.5% 159.4% 145,3% 131,3% 117.2% 103.1% 89.1% 75% 0% 0% 0% 0% 0% 0% 0% 0%

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TRENDS, STRATEGY &

VALUE CREATION

OUR APPROACH TO CSR

BUSINESS REVIEW

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Targets ongoing performance cycles

For each of the ongoing performance cycles under

the long term incentive plan, the Board of Directors

has in the beginning of the performance cycle

selected the specific KPIs within the range of cat-

egories of financial and non-financial KPIs set out

in the remuneration policy. The realisation of the

KPIs for a performance cycle is evaluated at the

beginning of the financial year following the end

of the performance cycle.

In line with market practice and taking into account

the commercial sensitivity of disclosing financial

targets prospectively, the Company discloses the

performance levels of the financial KPIs under the

long term incentive plan on a retrospective basis

only. An overview of the targets of the ongoing per-

formance cycles are presented in the table below.

Overview targets ongoing performance cycles

Financial KPI Weight Non-financial KPI

Weight

2024-

2026

Average EPS

growth (CAGR)

Average EPRA

Cost ratio

40%

30%

Net energy use intensity of the portfolio at the end

of the performance cycle per square meter / per

year (based on that part of the portfolio for which

such data are available)

min

160 kw

target

156 kw

max

152 kw

15%

Employee satisfaction - average satisfaction rate in

Great Place to Work survey

min

73%

target

76%

max

78%

15%

2025-

2027

Relative total

shareholder return

Average EPS

growth (CAGR)

Average EPRA

Cost ratio

10%

40%

20%

Net energy use intensity of the portfolio

at the end of the performance cycle per square

meter / per year (based on that part of the portfolio

for which such data are available)

min

153 kw

target

150 kw

max

147 kw

15%

Employee satisfaction - average satisfaction rate in

Great Place to Work survey

min

78%

target

82%

max

85%

15%

2026-

2028

Relative total

shareholder return

Average EPS growth

(CAGR)

Average EPRA

Cost ratio

15%

30%

25%

Net energy use intensity of the portfolio

at the end of the performance cycle per square

meter / per year (based on that part of the portfolio

for which such data are available)

min

153 kw

target

150 kw

max

147 kw

15%

Employee satisfaction - average satisfaction rate in

Great Place To Work survey

min

70%

target

75%

max

80%

15%

8.2.2.4 post-retirement benefits

The members of the Executive Committee ben-

efit from a group insurance policy consisting of a

‘defined-contribution scheme’, managed through

private insurance plans with a guaranteed return.

The contributions under this pension scheme are

exclusively financed by the Company and do not

require personal contributions from the benefi-

ciaries.

8.2.2.5 other components of the

remuneration

The members of the Executive Committee benefit

from various additional benefits, including a rep-

resentation allowance, hospitalisation and invalidity

insurance and coverage for accidents at work, a

laptop and smartphone. An apartment close to

the Brussels office is also made available to the

benefit of Mr Thomassen (given his residency in

the Netherlands).

ST. MARY’S LINCOLN - CARE HOME IN LINCOLN (UK)

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TRENDS, STRATEGY &

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BUSINESS REVIEW

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

8.2.3 Total remuneration

Total remuneration of Executive Committee

Fixed remuneration Variable remuneration (€)

Name Annual fixed

remuneration

(€)

One-year

variable

Multi-year

variable (LTIP

2023-2025)

Pension plan

contribution

(€)

Other

benefits

(€)

Total

remuneration

(€)

Ratio of fixed

and variable

remuneration

(€)

Stefaan Gielens (CEO)

716,917 352,078 240,612 82,036 27,312

1,418,956

56/44

Ingrid Daerden (CFO)

451,119 221,545 168,316 41,370 11,545

893,894

54/46

Raoul Thomassen (COO)

330,672 162,393 122,296 34,168 8,701

658,230

54/46

Sven Bogaerts (CLO/CM&AO)

379,368 186,308 138,055 41,898 8,157

753,785

55/45

Charles-Antoine van Aelst (CIO)

367,512 180,485 142,508 36,056 20,094

746,656

55/45

Total 2,245,589 1,102,809 811,788 235,528 75,808 4,471,522

For information purposes, note that the ratio

between the total remuneration of the CEO for

2025 and the average remuneration of personnel

amounts to 10; the ratio between the total remu-

neration of the CEO for 2025 and the lowest remu-

neration of personnel amounts to 21.

8.2.4 Contractual provisions of the

management agreements

8.2.4.1 termination of management

agreements

The management agreements signed with the

members of the Executive Committee may be

terminated either by each party giving notice

according to the applicable legal and contractual

conditions, or in the following circumstances:

• immediately in case of serious misconduct;

•

immediately in the event that the market author-

ity (FSMA) withdraws the fit and proper approval

of the Executive Committee member;

•

immediately if the Executive Committee member

does not act as Executive Committee member

during a period of 3 months, except in case of

illness or accident;

•

immediately if the Executive Committee member

cannot act as Executive Committee member during

a period of 6 months, in case of illness or accident.

The only case in which a contractual indemnity

granted to a member of the Executive Committee

could exceed 12 months of remuneration is in the

event that the management agreement with the

CEO is terminated by Aedifica within six months

after a change of control (including a public take-

over bid) and without serious fault on the part of

the CEO; in this case, the CEO is eligible to obtain

an indemnity equal to 18 months’ remuneration.

The Nomination and Remuneration Committee

recalls that this clause was included in the man-

agement agreement signed with the CEO in 2006.

In accordance with article 12 of the Belgian Act of

6 April 2010, this indemnity payment does there-

fore not require approval by the General Meeting.

Since then, no such contractual clauses have been

included in the agreements concluded with (other)

members of Aedifica’s Executive Committee.

In 2025 there were no departures from the Board

of Directors or the Executive Committee and no

severance payments have therefore been paid.

8.2.4.2 clawback

In line with the remuneration policy, the manage-

ment agreements with the members of the Execu-

tive Committee provide for a clawback mechanism

for both the (performance based) short- and long-

term incentive plans whereby the Company has

the right to reclaim from the beneficiary all or part

of a variable remuneration up to 1 year after pay-

ment if it appears during that period that payment

has been made based on incorrect information

concerning the achievement of the performance

targets underlying the variable remuneration or

concerning the circumstances on which the vari-

able remuneration was dependent. The clawback

may also be triggered if an Executive Committee

member commits a serious breach of the Com-

pany’s Code of Conduct, or if the member causes

severe reputational damage to the Company or a

material failure in risk management.

There were no circumstances in 2025 which could

have resulted in the use of the clawback.

8.2.5 Share ownership requirement

All members of the Executive Committee possess

the minimum number of shares in the Company

as stipulated by the remuneration policy (see

page 105 for specific number of shares held).

AEDIFICAannual report 2025 -

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CONTENTS

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TRENDS, STRATEGY &

VALUE CREATION

OUR APPROACH TO CSR

BUSINESS REVIEW

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

8.3 COMPARATIVE INFORMATION ON THE CHANGE OF REMUNERATION AND

COMPANY PERFORMANCE OVER THE PAST 5 FINANCIAL YEARS

In an interest to increase transparency of past,

current and future remuneration and in alignment

with investor interests and the legislative environ-

ment, the table below demonstrates the change of

remuneration for members of the Board of Direc-

tors, the CEO and each of the other members of

the Executive Committee (in office over the past

financial year) in comparison to performance of

the Group and average remuneration of Aedifica

employees over a 5-year period.

The Non-Executive Directors have always received

a fixed remuneration (annual remuneration

attendance fee) in cash. Since the financial year

2019/2020, the amounts of (elements of) the

remuneration of the Non-Executive Directors have

been changed further to decisions of the General

Meetings of 22 October 2019

, 11 May 2021

and

13 May 2025

Finally, the numbers in the below table are also

influenced by:

•

the decision of the Board of Directors of 22 Octo-

ber 2019 to grant to Mr Hohl, Non-Executive

Director at that time, an additional fixed annual

remuneration of €5,000 for his special assign-

ment at that time as responsible for the internal

audit (in accordance with Article 17 of the RREC

legislation), due until the end of this director

mandate (26 October 2020);

•

the expansion of the Board of Directors on 8 June

2020 with Mr Pertti Huuskonen, as independent

Non-Executive Director.

Other than that, the changes to the remuneration

of the Non-Executive Directors vary thus only from

year to year in view of the number of meetings of

the Board of Directors and of the Board committees

and attendance rates.

Annual change in %

2021

vs 2019/2020

2022

vs 2021

2023

vs 2022

2024

vs 2023

2025

vs 2024

Remuneration of the Non-Executive Directors

29% 1% -7% 4% 28%

Remuneration of the CEO (total)

Stefaan Gielens -10% 6% 14% 8% 9%

Average remuneration of the other members

of the Executive Committee (total)

Sven Bogaerts -7% 7% 15% 3% 5%

Ingrid Daerden -8% 14% 20% 5% 4%

Charles-Antoine van Aelst 8% 10% 14% 4% 7%

Raoul Thomassen -

37% 5% 9% 4%

Total cost of Executive Committee (including CEO) -10%

13%

14%

6% 7%

Company’s performance

Investment properties (including assets held for sale /rights of

use / land reserve)

29% 16% 3% 8% 1%

Investment properties (including assets held for sale

rights of use /land reserve) + WIP

28% 16% 3% 6% 1%

Rental income 24% 18% 15% 8% 7%

EPRA Earnings* 30% 20% 21% 7% 4%

EPRA Earnings* per share 3% 9% 6% 2% 4%

Average remuneration on a full-time equivalent

basis of employees of Aedifica NV/SA

Employees of the Company 8% 8% 12% 5% 5%

1. Decision of the Ordinary General Meeting of 22 October

2019: 1) to increase the fixed annual remuneration of the

Chair of the Audit and Risk Committee from €10,000 to

€15,000 (resulting in a total fixed annual remuneration

as Director and Chair of the Audit and Risk Committee

of €30,000); and 2) to grant an additional fixed annual

remuneration of €5,000 to each other member of the Audit

and Risk Committee.

2. Decision of the Ordinary General Meeting of 11 May 2021 to

increase 1) the fixed annual remuneration by €40,000 from

€50,000 to €90,000 for the Chair of the Board of Directors

and 2) the fixed annual remuneration by €20,000 from

€15,000 to €35,000 for each other Non-Executive Director.

3. Decision of the Ordinary General Meeting of 13 May 2025 to

increase 1) the fixed annual remuneration by €52,000 from

€90,000 to €142,000 for the Chair of the Board of Directors

and 2) the fixed annual remuneration by €8,000 from

€35,000 to €42,000 for each other Non-Executive Director.

4. For comparative purposes, the remuneration paid by the

Company over the extended financial year 2019/2020

(running from 1 July 2019 until 31 December 2020) was

annualised from 18 months to 12 months.

5. This significant increase can be explained by the high

number of meetings held in 2025 in the context of the

exchange offer.

6. No comparison can be made since Mr Thomassen’s

mandate only started on 1 March 2021.

7. The downwards change in total remuneration of the

Executive Committee can be explained by (i) Raoul

Thomassen’s mandate as COO and member of the

Executive Committee which only started as from 1 March

2021 and (ii) the remuneration base for the extended FY

2019/2020 which is equal to the received remuneration

over 18 months annualised on 12 months.

8. The change in remuneration can be explained by the

increase in remuneration as from 1 July 2022 decided by

the Board of Directors on 29 March 2022 to bring the total

remuneration within a range of what is considered on the

basis of the benchmark performed in 2022 and the market

rates of the peer group as competitive executive pay levels

around the 25

percentile of the peer group (see page 104

above and the detailed disclosure in the remuneration

report 2022).

9. The calculation for the financial year 2019/2020 is based

on annualised figures, except for the first two parameters

(investment properties including assets held for sale/+ work

in progress), which are based on the balance sheet total as

at 31 December 2020.

10. The average remuneration of employees is calculated on a

like-for-like basis taking into account the ‘wages, bonusses

and direct social benefits’ on an annual basis divided by the

number of employees.

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FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

8.4 MAIN CHANGES IN

REMUNERATION FOR 2026

8.4.1 Non-Executive Directors

The level of remuneration is regularly assessed

and benchmarked against a market peer group in

order to enable the Company to continue attracting

and retaining internationally experienced direc-

tors, while taking into account the company’s size,

growth and internationalisation.

No change is planned with respect to the remu-

neration of the Non-Executive Directors in 2026.

8.4.2 Members of the Executive

Committee

The Board of Directors sets the fixed remuneration

annually, considering factors such as:

• position and corresponding responsibilities;

• experience and competencies;

• applicable (social and tax) regulations;

• international growth of the Company;

• performance of the Company;

•

benchmarks with peers provided by the Nomina-

tion and Remuneration Committee (ensuring that

the Company can attract and retain experienced

executive profiles).

The annual fixed remuneration may be reviewed

and adjusted in light of these factors as well as

the integration of Aedifica and Cofinimmo (follow-

ing the exchange offer), in accordance with the

approved remuneration policy.

SHIPLEY MANOR - CARE HOME IN SHIPLEY (UK)

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FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

9. REGULATIONS AND PROCEDURES

9.1 CONFLICTS OF INTEREST

The Directors, the members of the Executive Com-

mittee, the persons entrusted with the day-to-day

management, the Executive Managers and the

mandataries of the Company cannot act as coun-

terparty in transactions with the Company or with

a company that controls it, nor can they derive any

benefit from transactions with the above-men-

tioned companies, except when the transaction is

carried out in the interest of the Company, within

the planned investment policy and in accordance

with normal market conditions. Where appropriate,

the Company must inform the FSMA of such trans-

actions in advance.

The transactions are immediately made public

and are explained in the Annual Financial Report

and, where appropriate, in the Half-Year Financial

Report.

Articles 7:96 and 7:97 BCCA, as well as Article 37

RREC Act (and the exceptions under Article 38

of the RREC Act), always need to be taken into

consideration. These legal provisions concern the

procedures that need to be followed in case a

conflict of interest arises.

Conflicts of interest within the context of article

7:96 BCCA

Excerpt from the minutes of the meeting of the

Board of Directors of 18 February 2025 – remu

neration of the members of the Executive Com-

mittee

In accordance with Article 7:96 of the Belgian Code

on Companies and Associations and Article 37 of

the Belgian Regulated Real Estate Act, Mr Stefaan

Gielens, Ms Ingrid Daerden, Mr Sven Bogaerts, Mr

Charles-Antoine van Aelst and Mr Raoul Thomas-

sen each declared that they have a possible interest

of a patrimonial nature which conflicts with the

Company’s interest, about which they will inform

the Statutory Auditor.

This conflict of interest arises because the Board

of Directors will deliberate and resolve on certain

elements of the remuneration of the members

of the Executive Committee. All members of the

Executive Committee then leave the meeting with

respect to the deliberation and decision-making

on the agenda items 5e-5h.

E. Remuneration of the members of the

Executive Committee: STI variable

remuneration 2024

The Board of Directors has set on 20 February

2024, in line with the remuneration policy, the per-

sonal KPIs as well as the performance levels of the

collective KPIs for the short-term incentive (STI) of

the members of the Executive Committee for the

financial year 2024 (which have been included in

the addenda to the management contracts).

The realisation of the performance levels and the

proposed bonus amounts to be granted to the

members of the Executive Committee under the

STI have been the subject of an overall evalua-

tion by the Nomination and Remuneration Com-

mittee on the basis of the (draft) financial figures

as approved earlier this meeting by the Board of

Directors.

The Board of Directors concludes, based on the

recommendation of the Nomination and Remuner-

ation Committee and after validation of the financial

figures per 31 December 2024 by the Audit and

Risk Committee that for the payment of the STI to

the members of the Executive Committee for the

financial year 2024:

(i) with respect to the collective KPIs:

a. consolidated EPRA Earnings: the maximum per

formance levels were achieved (125%); and

b. operating margin: the maximum performance

levels were achieved (125%);

(ii) with respect to the individual KPIs: the target

performance levels were achieved (100%).

F. Remuneration of the members of the

Executive Committee: STI variable

2025: KPI’s + performance levels

The Nomination and Remuneration Committee

has made a proposal regarding the financial and

non-financial collective KPIs, their performance lev-

els and their weighting, and corresponding bonus

levels under the STI 2025 (see Annex 1) which is

discussed by the Board of Directors.

The proposal already considers the revised remu

neration policy and is subject to approval of the

revised remuneration policy by the Ordinary Gen-

eral Meeting.

The Nomination and Remuneration Committee will

determine the individual KPIs in the coming weeks.

Upon deliberation, the Board of Directors approves

the Nomination and Remuneration Committee’s

proposal and authorizes the Nomination and Remu-

neration Committee to determine the individual

KPIs and prepare the addenda to the management

agreements.

G. Remuneration of the members of the

Executive Committee: LTI variable for

the performance cycle 2022-2024:

vesting

The Board of Directors has set on 29 March 2022,

in line with the remuneration policy, the KPIs and

the corresponding performance levels for the long-

term incentive (LTI) of the members of the Executive

Committee for the performance cycle 2022-2024

(which have been included in the addenda to the

management contracts).

The realisation of the performance levels and the

proposed bonus amounts to be granted to the

members of the Executive Committee under the LTI

have been the subject of an overall evaluation by

the Nomination and Remuneration Committee on

the basis of the (draft) financial figures as approved

earlier this meeting by the Board of Directors.

The Board of Directors concludes, based on the

recommendation of the Nomination and Remuner-

ation Committee and after validation of the financial

figures per 31 December 2024 by the Audit and

Risk Committee that for the payment of the LTI to

the members of the Executive Committee for the

performance cycle 2022-2024 the performance

levels were achieved as follows:

(i) Average EPS growth: between target and maxi

mum performance (115.75%);

(ii) EPC coverage: maximum performance (125%);

(iii) Employee satisfaction: maximum performance

(125%).

H. LTI variable for the performance

cycle 2025-2028: KPIs + performance

levels

The Nomination and Remuneration Committee

has made a proposal for the KPIs, their weighting,

applicable performance levels and corresponding

bonus levels for the performance cycle 2025-2028

(see Annex 2) which is discussed by the Board of

Directors.

The proposal already considers the revised remu

neration policy and is subject to approval of the

revised remuneration policy by the Ordinary Gen-

eral Meeting.

Upon deliberation, the Board of Directors approves

the Nomination and Remuneration Committee’s

proposal for the performance cycle 2025-2028 and

requests the Nomination and Remuneration Com-

mittee to prepare the addenda to the management

agreements to include this decision.

Conflicts of interest in the context of article 37

RREC Act

On 30 April 2025, Aedifica sold its participation in its

Dutch JV (perimeter) company to its JV partner. As

a result of the transaction, Aedifica no longer holds

any shares in the company. The sale was executed

under standard market terms and in accordance

with article 49,§2 RREC Act.

This potential conflict of interest has been notified

to the FSMA in accordance with article 37 RREC Act.

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FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

9.2 COMPLIANCE OFFICER

The independent compliance function is performed

in accordance with Article 17 RREC Act. Mr Thomas

Moerman, Group General Counsel, performs the

function of compliance officer. His duties include

monitoring compliance with the rules of conduct

and the declarations relating to transactions in

shares of the Company carried out by Directors and

other persons appointed by the latter on their own

account in order to limit the risk of insider trading.

Monitoring transactions with Aedifica

The compliance officer draws up the list of persons

who have information that they know or should

know is privileged information and updates this

list. He ensures that the persons concerned are

informed of their inclusion on that list.

In addition, he ensures that the Board of Directors

determines the so-called ‘closed periods’. During

these periods, transactions in Aedifica’s financial

instruments or financial derivatives are prohibited

for Aedifica’s Directors and for all persons on the

aforementioned list, as well as for all persons with

whom they are closely linked. The closed periods

are as follows:

• the 30 calendar days preceding the publication

date of the annual and half-year results;

• the 15 calendar days preceding the publication

date of the quarterly results;

•

any period during which inside information is

known;

•

any other period that the compliance officer

considers to be a sensitive period, taking into

account the developments occurring within the

Company at that moment;

always ending one hour after publication of the

annual, half-year or quarterly results respectively

by means of a press release on the Company’s

website.

Restrictions on transactions by

Directors and members of the

Executive Committee

Directors, members of the Executive Committee

and persons closely related to them who intend

to carry out transactions involving financial instru-

ments or financial derivatives of Aedifica must

notify the compliance officer in writing at least

48 hours before the transactions are carried out.

If the compliance officer himself intends to carry

out such transactions, he must notify the chair

of the Board of Directors in writing at least three

business days before the transactions are carried

out. The compliance officer or, where applicable,

the chair of the Board of Directors, shall inform the

person concerned within 48 hours of receipt of the

written notification whether, in his opinion, there

are reasons to believe that the planned transaction

constitutes a regulatory violation. The Directors,

the members of the Executive Committee and the

persons closely related to them must confirm the

execution of the transactions to the Company within

two working days. The compliance officer must

keep a written record of all notifications regarding

the planned and completed transactions and con-

firm receipt of such notifications in writing.

The Directors, the members of the Executive Com-

mittee and the persons closely related to them

must report to the FSMA any transactions in shares

of the Company that they carry out of their own

account and the value of which exceeds €20,000

on a calendar year basis. The reporting obligation

referred to above must be fulfilled no later than

three working days after the transactions have

been carried out.

9.3 REPORTING

IRREGULARITIES

Aedifica has an internal procedure for reporting

potential or actual violations of the applicable legal

regulations, its Corporate Governance Charter and

its Code of Conduct (Speak Up Policy).

9.4 RESEARCH AND

DEVELOPMENT

Aedifica does not carry out any research and devel-

opment activities as referred to in Articles 3:6 and

3:32 BCCA.

9.5 CAPITAL INCREASES

WITHIN THE SCOPE OF THE

AUTHORISED CAPITAL

There have been no capital increases within the

scope of the authorised capital over 2025.

9.6 ELEMENTS THAT

ARE LIABLE TO HAVE

CONSEQUENCES IN

THE EVENT OF A PUBLIC

TAKEOVER BID

In accordance with Article 34 of the Belgian Royal

Decree of 14 November 2007 on the obligations of

issuers of financial instruments admitted to trading

on a regulated market, Aedifica lists and, where

appropriate, explains the following elements, inso-

far as these elements are liable to result in a public

takeover bid.

Capital structure

Underwritten and fully paid-up capital

There is only one type of share, with no indication of

nominal value: all shares are subscribed and all are

fully paid up. As at 31 December 2025, the capital

amounts to €1,254,742,260.03. It is represented by

47,550,119 shares, each representing 1/47,550,119

of the capital.

Rights and obligations attached to Aedifica

All holders of Aedifica shares have equal rights

and obligations. As regards these rights and obli-

gations, reference is first made to the regulations

applicable to Aedifica: the Belgian Companies and

Associations Code, the Belgian Law of 12 May 2014

on regulated real estate companies, and the Bel-

gian Royal Decree of 13 July 2014 on regulated real

estate companies. Reference must also be made

to the relevant provisions contained in the Articles

of Association (see section 4 of the ‘Permanent

documents’ chapter).

Legal, statutory or conventional

restrictions on the transfer of securities

The transfer of Aedifica’s shares is not subject to

any legal or statutory restrictions. In order to guar-

antee sufficient liquidity to investors (and potential

investors) in Aedifica’s shares, Article 21 RREC Act

provides that Aedifica’s shares are admitted to trad-

ing on a regulated market. All 47,550,119 Aedifica

shares are listed on Euronext Brussels and Euronext

Amsterdam (regulated markets).

Special controlling rights

Aedifica does not have holders of securities to

which special controlling rights are attached.

Mechanism for controlling any

employee share plan when controlling

rights are not directly exercised by

employees

Aedifica has no (such) employee share plan.

Legal or statutory restrictions on the

exercise of voting rights

As at 31 December 2025, Aedifica held 855 treas-

ury shares.

Shareholder agreements known to

Aedifica that may restrict the transfer of

securities and/or the exercise of voting

rights

As far as Aedifica is aware, there are no shareholder

agreements that may restrict the transfer of securi-

ties and/or the exercise of voting rights.

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BUSINESS REVIEW

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STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Rules for the appointment and

replacement of the members of

the Board of Directors and for the

amendment of Aedifica’s Articles of

Association

Appointment and replacement of the members

of the Board of Directors

In accordance with Article 10 of the Articles of Asso-

ciation, the members of the Board of Directors are

appointed for a maximum term of three years by the

General Meeting of Shareholders, which can also

remove them at any time. They may be re-elected.

The mandate of the outgoing and non-re-elected

directors ends immediately after the General Meet-

ing that provides for the new appointments.

If one or more mandates become vacant, the

remaining Directors, meeting in council, can pro-

visionally provide for replacement until the next

General Meeting, which then decides on the final

appointment. This right becomes an obligation

each time the number of Directors effectively in

office or the number of Independent Directors no

longer reaches the statutory minimum. A Director

appointed to replace another person shall com-

plete the mandate of the person he or she replaces.

Amendments to the Articles of Association

As regards amendments to the Articles of Associ

ation, reference is made to the regulations appli-

cable to Aedifica. In particular, it should be noted

that any draft amendment to Aedifica’s Articles

of Association must be approved in advance by

the FSMA.

Powers of the management body, in

particular regarding the possibility of

issuing or repurchasing shares

In accordance with Article 6.4 of the Articles of

Association, the Board of Directors is authorised to

increase the capital one or more times, on the dates

and according to the modalities determined by the

Board of Directors, up to a maximum amount of:

1) 50% of the capital amount on the date of the

Extraordinary General Meeting of 14 May 2024,

rounded down to the euro cent, if applicable, for

capital increases by way of contribution in cash,

whereby a provision is made for the possibility of

exercising the statutory preferential subscription

right or the priority allocation right by the share-

holders of the Company;

2) 20% of the capital amount on the date of the

Extraordinary General Meeting of 14 May 2024,

rounded down to the euro cent, if applicable, for

capital increases within the scope of the distri-

bution of an optional dividend;

3) 10% of the capital amount on the date of the

Extraordinary General Meeting of 14 May 2024,

rounded down to the euro cent, if applicable,

for a) capital increases by way of contribution in

kind, b) capital increases by way of contribution

in cash without the possibility of exercising the

preferential right or the irreducible priority alloca-

tion right, or c) any other form of capital increase;

on the understanding that the capital within the

scope of the authorised capital can never be

increased by an amount higher than the capital

on the date of the Extraordinary General Meeting

that has approved the authorisation.

This permission is granted for a renewable period

of 2 years, starting from the publication of the

decision of the Extraordinary General Meeting of

14 May 2024 in the Appendices to the Belgian

Official Gazette.

As at 31 December 2025, the balance of the author-

ised capital amounts to 1) €627,371,130.01 if the

capital increase to be realised provides for the pos-

sibility of the shareholders of the Company exercis-

ing the preferential right or the irreducible priority

allocation right, 2) €250,948,452.00 for capital

increases within the framework of the distribution

of an optional dividend, and 3) €125,474,226.00

for a. capital increases by way of contribution in

kind, b. capital increases by way of contribution in

cash without the possibility of the shareholders of

the Company exercising the preferential right or

the irreducible priority allocation right, or c. any

other form of capital increase. Taking into account

the total maximum amount of the authorised

capital (€1,254,742,260.03), the available room

under the authorisation amounts to the full amount

of €1,254,742,260.03.

Moreover, in accordance with Article 6.2 of the

Articles of Association, Aedifica can acquire, pledge

or dispose of its own shares, in accordance with the

conditions provided for in the Belgian Companies

and Associations Code, subject to notification of

the transaction to the FSMA. As at 31 December

2025, Aedifica had pledged none of its own shares.

Important agreements to which

Aedifica is a party and which enter

into force, are amended or expire in

the event of a change of control over

Aedifica following a public takeover bid

It is common practice that credit agreements con-

tain so-called change of control clauses that allow

the lender to suspend the use of the credit and/or

demand immediate repayment of the outstanding

loans, interest and other outstanding amounts in

the event of a change of control over the Company.

The following credit agreements contain such

change of control clauses:

•

the credit agreements entered into with BNP

Paribas Fortis on 23 June 2021, 6 July 2022,

15 June 2023, 27 June 2024, 17 July 2024,

29 November 2024 (starting on 31 January

2025), 11 June 2025 and 14 November 2025;

•

the credit agreements entered into with KBC

Bank on 12 November 2019, 8 June 2021,

7 April 2022, 30 January 2023 and 26 Septem-

ber 2024;

• the credit agreement entered into with Caisse

d’Epargne Hauts De France on 27 June 2025;

•

the credit agreements entered into with Banque

Européenne du Crédit Mutuel on 25 July 2023;

•

the credit agreements entered into with

Belfius Bank on 18 May 2020, 12 July 2021,

31 March 2022, 30 March 2023, 12 April 2024,

24 December 2024 (starting on 31 May 2025)

and 18 November 2025;

•

the credit agreements entered into with ING

Belgium on 14 June 2022, 22 November 2022,

1 September 2023, 31 December 2024 and

1 December 2025;

•

the credit agreements entered into with Triodos

Bank on 19 October 2023 and 14 November

2024 (starting on 31 March 2025);

•

the credit agreements entered into with

Argenta Spaarbank and Argenta Assuranties on

20 December 2017;

•

the credit agreements entered into with ABN

Amro Bank on 28 July 2022, 15 June 2023,

7 December 2023 and 14 February 2025 (start-

ing on 31 March 2025);

•

the credit agreements entered into with Société

Générale on 8 June 2023, 23 December 2024

and 18 August 2025;

•

the credit agreement entered into with Intesa

Sanpaolo S.p.A., Amsterdam branch, on 8 June

2022;

•

the credit agreement entered into with Bank Of

China (EUROPE) S.A. on 1 July 2022;

•

the credit agreement entered into with Stichting

Pensioenfonds Zorg en Welzijn on 22 October

2024;

• the credit agreement entered into with JP Mor

gan SE on 10 December 2025;

•

the credit agreement entered into with Citibank

Europe PLC on 30 January 2026;

•

the Company’s guarantees towards the Euro-

pean Investment Bank, in favour of Hoivatilat Oyj

(a wholly-owned subsidiary of the Company) for

the fulfilment of the latter’s payment obligations

under the credit agreements it entered into with

the European Investment Bank on 23 April 2018

and 22 May 2019 and subsequently and most

recently amended on 28 February 2023;

•

the Company’s guarantees towards OP, in favour

of Hoivatilat Oyj (a wholly-owned subsidiary of

the Company) for the fulfilment of the latter’s

payment obligations under the credit agree-

ments it entered into with OP on 5 December

2023 and 26 June 2025;

In addition, the treasury notes issued on 17 Decem-

ber 2018 under the long-term treasury notes pro-

gramme contain a change of control clause.

The USPP Bond of 17 February 2021 and the debt

instruments subsequently issued on 3 March 2021

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ADDITIONAL INFORMATION

between the Company and the holders of such

debt instruments also contain provisions granting

early redemption of the debt instruments in the

event of a change of control over the Company.

The Sustainability Bond issued by the Company on

2 September 2021 also contains provisions granting

early redemption of the debt instruments in the

event of a change of control over the Company.

Each of these clauses relating to a change of con

trol was approved by the General Meeting (see

minutes of previous General Meetings), apart from

the clauses included in the credit and debt agree-

ments dating from after the last Ordinary General

Meeting of 13 May 2025, for which approval of the

change of control clause will be requested at the

General Meeting of 12 May 2026.

Agreements established between

Aedifica and its Directors or employees

providing for compensation if, following

a public takeover bid, the Directors

resign or must resign without a valid

reason or the employment of the

employees is terminated

If the management agreement with the CEO is ter-

minated within six months of a public takeover bid

by one of the parties without serious misconduct,

the CEO is entitled to a severance payment equal

to eighteen months’ remuneration.

No such contractual clause was included in the

agreements established with the other members of

the Executive Committee or with Aedifica employ-

ees.

10. GROUP

STRUCTURE

As at 31 December 2025, Aedifica NV/SA holds

perimeter companies in nine different countries:

Belgium, Luxembourg, Germany, the Netherlands,

the United Kingdom (including the British Crown

Dependencies Jersey and Isle of Man), Finland,

Sweden, Ireland and Spain.

The real estate located in a certain country is

always held by a perimeter company of Aedifica

in that certain country, with the exception of (i)

certain assets located in Germany which are not

only held by the German perimeter companies,

but also partially by Aedifica NV/SA and Aedifica’s

Luxembourg perimeter companies and (ii) the asset

located in the Isle of Man which is held by a Jersey

perimeter company.

Following the sale of the Swedish portfolio in 2025,

the Swedish company no longer holds any assets.

The organisational chart on pages 115-116 shows

the Group’s perimeter as well as its share in each

perimeter company.

SHIPLEY MANOR - CARE HOME IN SHIPLEY (UK)

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ADDITIONAL INFORMATION

AEDIFICA NV/SA: GROUP STRUCTURE AS AT 31 DECEMBER 2025

Aedifica Invest

NV/SA

Aedifica NV/SA

Aedifica

Luxemburg III

SCS

Aedifica Asset

Management

GmbH

Aedifica

Nederland 2 BV

Aedifica

Nederland BV

Aedifica

Nederland 3 BV

Aedifica

Nederland 4 BV

Aedifica

Nederland Joint

Venture BV

Aedifica

Luxemburg IV

SCS

Aedifica

Verwaltungs

GmbH

Aedifica

Luxemburg I

SCS

Aedifica

Luxemburg V

SCS

Aedifica

Luxemburg VII

SCS

SPVs in Finland

(see pages

171-174)

Aedifica

Luxemburg II

SCS

Aedifica

Luxemburg VI

SCS

Aedifica

Luxemburg VIII

SCS

Aedifica Ireland

Limited

Hoivatilat AB

Aedifica

Residenzen Nord

GmbH & Co. KG

Aedifica

Services BV

Prudent

Capital Ltd

JKP Nursing

Home Ltd

Enthree Ltd

Millennial

Generation Ltd

Edge Fusion Ltd

Solcrea Ltd

Aedifica

Sonneborgh

Real Estate BV

Aedifica UK

corporate

structure

(see page 116)

AED RE

Espana 1 S.L.U.

Le Douaire

Invest BV/SRL

Hoivatilat Oyj

AED RE

Espana 2 S.L.U.

Aedifica

Residenzen 1

GmbH & Co. KG

Aedifica

Residenzen 2

GmbH

Aedifica

Residenzen 3

GmbH

Aedifica

Residenzen

West GmbH

Aedifica

Residenzen 5

GmbH

Aedifica

Residenzen 4

GmbH

Aedifica

Residenzen 6

GmbH

100% AED

94 % AI

6 %

94 % AED

6 %

100 % AED 100 % AED 100 % AED

100 % AED NL

100 % AED 100 % AED

94 % AI

6 %

100%

AED IE

100%

AED

100%

AED IE

100%

AED

100%

AED IE

100%

AED

100%

AED IE

100%

AED

100%

AED IE

100%

AED IE

100 % AED

94 % AI

6 %

94 % AI

6 %

94 % AI

6 %

94 % AI

6 %

94 % AI

6 %

94 % AI

6 %

100% AED

100% Hoivatilat Oyj

75% AED

25%

Immobe NV/SA

(GVBF/FIIS)

75 % + 1 PERF / 25 % -1 AED

1. The residual 6% is held by an investor that is unrelated to Aedifica.

2. The residual 25% is held by a partner that is unrelated to Aedifica.

Parent company, listed on Euronext

Associate company in Belgium

Permanent subsidiaries in Belgium

Permanent SPVs in Luxembourg

Permanent subsidiaries in Germany

Subsidiaries in the UK / Jersey

Permanent subsidiaries in Finland

Permanent subsidiaries in Sweden

Permanent subsidiaries in Ireland

Permanent subsidiaries in the Netherlands

Permanent subsidiaries in Spain

Temporary SPVs in Belgium

(to be merged with Aedifica NV/SA

in the coming months)

94 % AED

6 %

94 % AED

6 %

94 % AED

6 %

94 % AED

6 %

94 % AED

6 %

94 % AED

6 %

94 % AED

6 %

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AEDIFICA - UK CORPORATE STRUCTURE AS AT 31 DECEMBER 2025

Patient

Properties

(Eltandia)

Ltd

100 %

100%

100% 100%100% 100% 100% 100% 100% 100% 100% 100%

100%

100% 100% 100% 100%100% 100% 100%100% 100% 100%

Patient

Properties

(Windmill)

Ltd

100 %

AED GVBF 1

AED UK Holdings

Limited

AED Finance 1

Ltd

AED Finance 2

Ltd

AED GVBF 4 AED GVBF 7 AED GVBF 10 AED GVBF 11AED GVBF 2 AED GVBF 5 AED GVBF 8AED GVBF 3 AED GVBF 6 AED GVBF 9

100% 100% 100% 100% 100% 100%

100%

Aedifica UK

(Sapphire) Ltd

Aedifica UK

Management

Ltd

Aedifica UK

(Ampthill)

Ltd

Aedifica UK

(Dawlish)

Ltd

Aedifica UK

(Shrewsbury)

Ltd

Aedifica UK

(Biddenham)

Ltd

Aedifica UK

(Lincoln) Ltd

Quercus

Nursing

Homes 2010

Aedifica UK

(Bradford)

Ltd

Aedifica UK

(Scarborough)

Ltd

Aedifica UK

(Hailsham)

Ltd

Aedifica UK

(Congleton)

Ltd

Aedifica JE

(Holdings)

Ltd

100% 100%

Aedifica JE

(St Josephs)

Ltd

Aedifica JE

(Charrieres)

Ltd

Aedifica UK

(Whitechapel)

Ltd

Aedifica UK

(Marston)

Ltd

Aedifica UK

(Hessle) Ltd

Quercus

Nursing

Homes 2010

(D) Ltd

Aedifica

IM (Port

Erin) Ltd

Aedifica

UK Ltd

Parent company, listed on Euronext

Subsidiaries in Belgium

Subsidiaries in Jersey

Subsidiaries in the UK

Subsidiaries in Isle of Man

Aedifica NV/SA

9.09% 9.09% 9.09% 9.09% 9.09%9.09% 9.09% 9.09%9.09% 9.09% 9.09%

1. These entitities are in liquidation

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DE KROON

CARE CAMPUS IN DRONTEN (NL)

Risk factors

OVERALL,

AEDIFICA’S RISK

LEVEL IN 2025

HAS SLIGHTLY

DECREASED

COMPARED

TO 2024.

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ADDITIONAL INFORMATION

Aedifica’s strategy aims to create long-

term value for all its stakeholders through

focused investment in European health-

care real estate. Through its ‘buy and hold’

strategy, the Group generates a solid and

growing revenue and dividend stream

while maintaining a robust and diversi-

fied balance sheet. However, Aedifica’s

operations are carried out in a constantly

changing environment, exposing the

Group to internal and external risks and

uncertainties which could affect its ability

to achieve its objectives.

Aedifica is committed to managing these

risks and uncertainties to the best of its

ability by continuously monitoring relevant

indicators. Furthermore, Aedifica firmly

believes that risk management should not

only be discussed at Board level, but also

be integrated into the Group’s corporate

culture so that all employees are aware of

the Group’s risks and can identify, monitor

and mitigate them more effectively on a

day-to-day basis.

In 2025, Aedifica updated its risk matrix,

considering the effects of recent macroe-

conomic events such as changes in interest

and inflation rates and tenant solvency.

This resulted in two new risk factors being

added to the list of the ten most significant

and relevant risks: the risk related to the

GBP/EUR exchange rate valuation and,

following Aedifica’s exchange offer on all

Cofinimmo shares, the risk related to the

Group’s reputation.

Meanwhile, the risks related to regulatory

changes and inflation have been removed

from the list. The risk related to develop-

ment projects has slightly increased, not

intrinsically, but simply due to the size of

the pipeline. Although transaction and

property values on the investment mar-

ket increased slightly in 2025, the risks of

non-growth and fair value of the real estate

remain unchanged compared to 2024.

DE KROON - CARE CAMPUS IN DRONTEN (NL)

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RISK MANAGEMENT PROCESS

Aedifica’s risk management process is designed

to systematically identify, assess and manage

risks. Our aim is to detect potential unfavourable

developments at an early stage, implement timely

mitigation measures, and monitor their evolution.

Risk assessment is performed using quantitative

parameters as far as possible, considering both

the potential impact on the Group’s KPIs and the

likelihood of occurrence. Based on this assess-

ment, risks are categorised on a heat map (see

page 120). This chapter outlines the most signif

icant and relevant risks that Aedifica monitors on

an ongoing basis.

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ADDITIONAL INFORMATION

Identifying and reviewing (new) risks

• Risk Manager

• Executive Committee

• Audit and Risk Committee

• Board of Directors

Analysing and evaluating the identified risks,

based on impact and likelihood

• Compliance Officer

• Risk Manager

Active risk management by avoiding,

preventing, mitigating or accepting risks

• Staff

• Executive Committee

Continuously monitoring risks impact

and changes

• Staff

• Risk Manager

• Executive Committee

• Audit and Risk Committee

• Board of Directors

IDENTIFICATION

ASSESSMENT

MANAGEMENT

MONITORING

MOST MATERIAL RISKS

Aedifica identifies its key risks by considering their

potential impact on the Group’s KPIs and how likely

they are to occur (see the impact/likelihood heat

map). During the 2025 risk assessment update,

which considered all identified risks from 1 January

to 31 December 2025, 32 risks were identified and

monitored. Aedifica reports on the 10 most material

and relevant of these risks in this chapter.

In addition to considering the likelihood and poten-

tial impact of each risk, the assessment also took

into account any existing mitigation measures

already implemented by Aedifica. The other risks

were either not Group-specific or deemed not to

have a significant impact on the Group’s strategy.

Overall, Aedifica’s risk level in 2025 has slightly

decreased compared to 2024. This is mainly due

to the fact that interest rates have continued to

decrease, which should have a positive impact on

Aedifica’s future investments and debt refinancing.

However, tenant profitability remains an attention

point in some of the countries where Aedifica oper-

ates, although operator occupancy rates and reve-

nues per resident have improved in 2025.

It is acknowledged that there may be other risk fac-

tors that are currently unknown or unforeseeable,

or that are considered remote or immaterial to the

Group, its operations and/or its financial position

in light of the information available to Aedifica at

the time of publication of this annual report. The

following overview is therefore not exhaustive and

was prepared based on the information available at

the time of publication of this annual report.

Ranking

Risk category Risk name

Real estate portfolio Rents and tenants

Financial Financing risk

Strategic Non-growth

Market Fair value of the real estate

Sustainability Climate change

Real estate portfolio Development projects

Strategic Reputational risk

Strategic Asset rotation/disposal

Financial Exchange rate

Financial Debt structure

impact

0 1 2 3 4

IMPACT / LIKELIHOOD HEAT MAP

likelihood

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ADDITIONAL INFORMATION

1. Rents and tenants

Risk category: real estate portfolio

Risk strategy: accept/avoid/transfer/mitigate

Risk description

Why is this risk significant for Aedifica? How does Aedifica mitigate this risk? Which key risk indicators help Aedifica

to monitor this risk?

The Group’s total turnover consists of rental income

from buildings leased to professional care operators. A

gloomy economic climate or other factors can have a

material impact on the ability of Aedifica’s tenants to pay

rent. For example, the energy crisis, coupled with rising

labour costs, has decreased operators’ profitability

and put pressure on their margins, which may have

weakened their capacity to pay rent.

In some cases, at the tenant’s request, the Group may

decide to temporarily reduce the rent on certain assets

or not fully index them, in order to rebalance the tenants’

rent levels in relation to their future income potential.

Furthermore, when tenants leave on a due date or when

the lease expires, new leases may yield lower rents

than current leases. In a worst-case scenario, a tenant

may default, resulting in the loss of all rental income,

a situation that would be exacerbated if a new tenant

could not be found quickly and/or the new tenant

requested a rent reduction.

This risk would have a negative impact on the Group’s

operating and net results, and hence on earnings per

share, and therefore on the Company’s ability to pay

dividends.

• As at 31 December 2025:

– outstanding trade receivables amount to

€17.5 million, including impairment;

– impairment provisions on outstanding trade

receivables amount to €2.3 million.

• A decrease in rental income, as the case may be

pursuant to renegotiations, will affect earnings per

share. On 31 December 2025, a -1% decrease in

rental income would reduce earnings per share

by €0.08.

• The Group is not insured against tenant default.

• Aedifica carries out a thorough analysis of the

operator’s business plan before investing in a new

project.

• Aedifica monitors the financial performance of its

tenants.

• Aedifica has implemented procedures for billing

and monitoring tenants who are experiencing

payment difficulties.

• Aedifica secures rental guarantees (in the form

of debentures, bank guarantees, restricted

bank deposits (type of credit insurance), parent

guarantees or other types of security interest)

from operators, in line with established market

practice in each of the various jurisdictions in

which the Group operates.

• Aedifica spreads its exposure to tenants by

diversifying its tenant base, which includes a wide

range of predominantly for-profit operators, as

well as a growing segment of public and non-

profit operators.

• Diversification/concentration of the tenant base

(the Clariane group – the tenant with the largest

share in Aedifica’s rental income – represents 9.3%

of the Group’s rental income).

• Diversification of asset types within the healthcare

real estate segment.

• Creditworthiness of tenants.

• Evolution of tenant KPIs (Ebitdarm, rent cover,

occupancy rate, etc.).

• Deviation of rental income from budget.

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2. Financing risk

Risk category: financial

Risk strategy: accept/avoid/transfer/mitigate

Risk description

Why is this risk significant for Aedifica? How does Aedifica mitigate this risk? Which key risk indicators help Aedifica

to monitor this risk?

As a RREC, Aedifica relies heavily on its ability (and the

terms against which it is able) to secure funds – whether

through borrowings or shareholder’s equity – to finance

its activities and investments.

Various negative scenarios could occur, such as:

• in general:

– disruptions in the international financial debt

and equity capital markets;

– a reduction in banks’ lending capacity and/or

willingness;

– a deterioration in the Group’s creditworthiness;

• and more specifically:

– an increase of interest rates;

– a negative investor perception of real estate

companies in general and/or the real estate

segment in which the Group invests in particular.

These scenarios would make it difficult or even

impossible to secure new debt and/or equity financing,

or to renew existing financing on favourable terms.

A material increase in the Group’s cost of capital

would impact the Group’s overall profitability and the

profitability of new investments, while the unavailability

of financing could ultimately lead to liquidity issues.

• The unavailability of financial resources (via cash

flow or available credit facilities) to cover interest

payments, operating costs, dividends and the

repayment of outstanding capital on loans at the

relevant maturity date.

• Financing at an increased cost will lead to a

decrease in profitability. An increase of 100 basis

points in Euribor interest rates implies a negative

effect on EPRA Earnings* of €2.4 million,

corresponding to €0.05 per share (taking into

account derivatives in place as at 31 December

2025).

As at 31 December 2025:

– Approx. €534 million in debt (including

commercial paper) will mature within one year,

€541 million in 2027 and €559 million in 2028.

– 65% of the Group’s financial debt consists of

floating-rate debt and 35% of fixed-rate debt.

The unhedged part of the total financial debt

equals 12%.

• An increased difficulty, or even inability, to finance

identified new acquisitions or development

projects:

– Rising interest rates may negatively affect the

future growth of the Group (see also risk factor

3. ‘Non-growth’) and the profitability of new

acquisitions and/or developments if the cost of

new financing is too high compared to the yield

offered by the future assets.

– As a result of market-wide negative investor

sentiment, the Aedifica share price (€67.50)

was below the Net Asset Value per share

(€77.05) during the 2025 financial year, making

it more difficult to (i) acquire properties by way

of contributions in kind, (ii) raise equity capital,

as well as (iii) maintain earnings per share (and

therefore dividend per share) at a stable level

after a capital increase, given that a higher

number of shares would be issued.

• Aedifica has secured sufficient credit lines

to finance operating costs and committed

investments. As at 31 December 2025, the total

amount of confirmed and undrawn long-term

credit facilities amounts to approx. €743 million.

See page 73.

• Aedifica monitors the average cost of debt on

a quarterly basis. As at 31 December 2025, the

average cost of debt* including commitment fees

amounted to 2.1%.

• Aedifica monitors the net debt/EBITDA ratio and

the Interest Cover Ratio (ICR) on a quarterly basis.

As at 31 December 2025, the net debt/EBITDA

ratio stood at 7.8 while the ICR stood at 6.2.

• Aedifica monitors hedge maturities to ensure

that at least 60% of floating rate debt is hedged

against interest rate fluctuations.

• Aedifica is developing an ever-expanding network

of current and potential providers of financial

resources.

• Aedifica has adopted a conservative and prudent

financing strategy with a balanced spread of debt

maturity dates. See page 73.

• Aedifica monitors its cash balances on a daily

basis.

• Evolution of interest rates.

• Hedging ratio.

• Liquidity on committed credit lines.

• Share price vs Net Asset Value (NAV) per share.

• Average cost of debt.

• Debt-to-assets ratio.

• Credit rating from external agencies.

• Net debt/EBITDA.

• Interest Cover Ratio.

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RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

3. Non-growth

Risk category: strategic

Risk strategy: accept/avoid/transfer/mitigate

Risk description

Why is this risk significant for Aedifica? How does Aedifica mitigate this risk? Which key risk indicators help

Aedifica to monitor this risk?

The current economic climate, particularly the low profit

margins of tenants and the potential increase in interest

rates (see also risk factor 1. ‘Rents and tenants’, as well

as risk factor 2. ‘Financing risk’), poses a challenge to

Aedifica’s growth prospects. As Aedifica has achieved

significant business expansion in the past, a slowdown

or lack of growth could negatively impact stock market

expectations, making investing in the stock market less

attractive than other perceived low-risk investments,

such as government bonds. This could erode the

confidence of the Company’s partners and make access

to capital more difficult.

• Aedifica’s strategy is to raise capital at an affordable price in

order to invest in healthcare real estate and generate returns for

shareholders. This strategy becomes more difficult to implement

when the cost of capital increases.

– In 2025, Aedifica invested €185 million in capital expenditure on

cash basis compared to €368 million in 2024.

• The share price is assessed on the basis of future cash flows. If these

come under pressure due to low growth expectations and higher

debt costs, this could weigh on the share price.

– On 31 December 2025, the share price amounted to €67.50,

compared to a net asset value per share of €77.05.

• A non-growth strategy implemented over a long period of time

could affect Aedifica’s ability to increase its dividend.

– For the 2025 financial year, Aedifica will distribute a gross dividend

of €4.00 per share, an increase of 3% compared to the gross

dividend of €3.90 per share paid for 2024. The increase in dividend

amounts to an average of 6% per year.

• By maintaining a low debt-to-assets ratio.

On 31 December 2025, the debt-to-assets

ratio stood at 40.8%.

• By regularly reviewing and challenging its

strategic plans, and by actively managing

the development pipeline.

• Through accurate and transparent

communication towards the market

(analysts and investors).

• By maintaining a sense of dynamism and

entrepreneurship within the company,

enabling it to react quickly to new

opportunities.

• By distributing a dividend that is lower than

operating cash flows.

• By recycling capital when proceeds from

disposals can be reinvested.

• Compound annual growth rate

(CAGR) of the portfolio.

• Share price evolution.

• Earnings growth.

• Dividend pay-out ratio.

• Cost of capital.

• Discount/premium to NAV.

4. Fair value of the real estate

Risk category: market

Risk strategy: accept/avoid/transfer/mitigate

Risk description

Why is this risk significant for Aedifica? How does Aedifica mitigate this risk? Which key risk indicators help

Aedifica to monitor this risk?

The fair value of investment properties (accounted for in

accordance with IAS 40, assessed by independent valua

tion experts on a quarterly basis) fluctuates over time and

depends on various factors over which the Group does not

always have complete control, such as decreasing demand,

the technical quality of the building incl. sustainability

requirements, decreasing occupancy rates, decreasing

rental income (see also risk factor 1. ‘Rents and tenants’),

an increase in transfer tax charges, increasing interest rates

(see also risk factor 2. ‘Financing risk’), etc.

A potential loss in the fair value of marketable investment

properties could have a negative impact on the debt-to-

assets ratio (see also risk factor 10. ‘Debt structure’), the net

result, and the Group’s financial situation.

• As at 31 December 2025, a 1% change in

the fair value of marketable investment

properties would impact the Group’s net

result by approx. €62.1 million, the net asset

value per share by approx. €1.31, and the

consolidated debt-to-assets ratio by approx.

0.5%. During the 2025 financial year, the fair

value of marketable investment properties

increased by 1.29% on a like-for-like basis.

• The fair value gain on investment properties

and development projects for 2025

amounted to €75.4 million.

• The fair value of investment properties is assessed by independent

valuation experts on a quarterly basis.

• The independent valuation experts are rotated in accordance with

article 24, §2 of the RREC Act.

• Aedifica’s triple and double net leases imply that tenants are

responsible for the day-to-day management, maintenance and

repair of the buildings. Nevertheless, to the extent possible, Aedifica

performs yearly condition checks. These checks are based on the

Dutch standard NEN 2767, which enables Aedifica to objectively and

uniformly measure the physical and technical quality of its buildings.

• In the framework of the net zero GHG pathway, the Group is

developing a long-term capital expenditure (capex) strategy to

enhance the quality of its assets and achieve net zero GHG emissions

by 2050.

• Fair value yield evolution.

• Interest rate evolution.

• Capex amount spent on existing

assets.

• Age of buildings.

• Energy performance of buildings.

• Occupancy rate of buildings.

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FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

5. Climate change

Risk category: sustainability

Risk strategy: accept/avoid/transfer/mitigate

Risk description

Why is this risk significant for Aedifica? How does Aedifica mitigate this risk? Which key risk indicators help

Aedifica to monitor this risk?

Climate change brings various challenges that may

impact not only the integrity of care homes, but also the

way in which they need to be built in order to withstand

these challenges. For example, extreme temperatures

will require specific ventilation and temperature

control measures, while increasingly extreme natural

events and weather conditions will necessitate the

implementation of different building techniques.

In combination with increasingly strict regulations, the

(future) imposition of CO

emission-related taxes on

buildings that do not meet certain thresholds, as well

as the general shift from a fossil-fuel-based economy to

a lower-carbon economy, this may lead to a complete

paradigm shift in building design, resulting in higher

direct and indirect investment, as well as higher

operational costs for buildings that do not meet the

aforementioned standards, which in turn will negatively

affect the profitability of new and existing assets, and

therefore the Group’s profitability.

• Negative impact on rental income (see also risk

factor 1. ‘Rents and tenants’).

• Negative impact on the fair value of assets (see

also risk factor 4. ‘Fair value of the real estate’).

• Negative impact on occupancy rates (see also

risk factor 1. ‘Rents and tenants’).

• Inability to lease or dispose of unsustainable

assets (see also risk factor 8. Asset rotation/

disposal).

• Negative impact on Aedifica’s reputation (see

also risk factor 7. Reputational risk).

• With its net zero GHG pathway, Aedifica has established

a roadmap to achieve net zero GHG emissions by 2050

(see page 46). An interim target has been set for 2030

to reduce the nEUI for the entire Aedifica portfolio to an

average of 130 kWh/m², and targets have also been set

for the Executive Committee and country managers. These

targets were set and measurements were carried out in

accordance with CRREM definitions.

• Aedifica performs environmental due diligence for new

assets and development projects.

• Aedifica monitors the energy performance of its portfolio.

A breakdown of the energy performance of the Group’s

properties as at 31 December 2025 will be reported in the

June 2026 Environmental Data Report.

• Aedifica’s triple and double net leases imply that tenants are

responsible for the day-to-day management, maintenance

and repair of the buildings. Nevertheless, to the extent

possible, Aedifica performs yearly condition checks. These

checks are based on the Dutch standard NEN 2767, which

enables Aedifica to objectively and uniformly measure the

physical and technical quality of its buildings.

• Aedifica has implemented a building assessment

framework (see page 47). This assessment includes 42 risk

items and is carried out at various stages throughout the

building’s life cycle. The insights provided include potential

physical risks due to climate change, which can be used to

take measures to protect properties.

• The Group, supported by an external partner, has conducted

a portfolio-wide risk analysis to better understand physical

and transit risks. The findings have been incorporated into

our strategic asset review and, where relevant, will be

reflected in our portfolio and asset management strategy

(see page 44).

• Investing in a property portfolio spread across Europe is

an effective way to mitigate the potential risks associated

with extreme weather events. Geographical diversification

allows investments to be spread across regions with

varying climates, thereby reducing the impact of extreme

weather events such as floods and droughts.

• Aedifica’s ESG scores.

• nEUI of buildings.

• Age of buildings.

• Capex budget at property level.

• Percentage of sustainable financing (see

also risk factor 10. ‘Debt structure’).

• Geographical diversification.

• Double materiality assessment.

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FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

6. Development projects

Risk category: real estate portfolio

Risk strategy: accept/avoid/transfer/mitigate

Risk description

Why is this risk significant for

Aedifica?

How does Aedifica mitigate this

risk?

Which key risk indicators help

Aedifica to monitor this risk?

As part of its strategy, Aedifica develops healthcare real estate itself or commissions other parties

to do so, with the aim of creating a portfolio of high-quality and futureproof buildings.

Development agreements are long-term contracts with developers, care operators and local

authorities across Europe. However, if market conditions change, a previously negotiated agreement

may no longer meet the new economic standards.

Aedifica’s development projects could face negative profit margins due to rising costs and

capitalisation rate expansions.

A significant proportion of the pipeline is developed through turnkey contracts, which transfer

construction risk to the developer. However, development activities in Finland are carried out

in-house, which exposes the Company to the risk of budget overruns.

Furthermore, Aedifica will need to invest in capital expenditure (capex) to meet its GHG emission

targets by 2050. However, these investments may not result in an increase in yields, as the financial

fragility of tenants may prevent Aedifica from raising rents to cover the cost of these improvements.

Finally, Aedifica may be subject to contractor/developer insolvencies, which may lead to delays

in completion and budget overruns.

As at 31 December 2024, Aedifica’ s

development pipeline was valued at

€160 million. In 2025, 11 projects were

completed for a total amount of approx.

€96 million, while 22 new projects totalling

approx. €214.5 million were added to

the pipeline. Active management of

the investment programme led to the

withdrawal of a project amounting to

approx. €1.5 million, while budget changes

and currency impact accounted for

approx. €1 million. By 31 December 2025,

the development pipeline amounted to

€276 million.

• Quarterly monitoring of the yield of

the development pipeline.

• Proactive management of the

pipeline by withdrawing lower-

yielding projects (if they have not

yet been fully committed to).

• A significant proportion of the

pipeline is externally developed

at a pre-agreed completion price,

which reduces development risk.

• Pipeline yield and yield projections.

• Developer reputation and track

record.

• Tracking of delivery time.

• Cost vs budget analysis.

7. Reputational risk

Risk category: strategic

Risk strategy: accept/avoid/transfer/mitigate

Risk description

Why is this risk significant for Aedifica? How does Aedifica mitigate this risk? Which key risk indicator help

Aedifica to monitor this risk?

For a Bel20-listed group in full growth, reputation and

visibility are key issues. As the Group grows and expands

internationally, the possibility and impact of the risk of

reputational damage increases. Not only does the Group

have to ensure its reputation and visibility in the various

countries in which it operates, its reporting is also analysed

more carefully by an ever-growing pool of investors and

analysts. The treatment of residents by tenants, or the public

perception of healthcare providers in general, may also affect

the Group’s reputation.

Aedifica’s exchange offer on all Cofinimmo shares has

increased its visibility in the market and elevated this risk to

the top of the list of the Group’s main risk factors.

Should the Group’s reputation suffer, this could affect its

growth prospects and make access to capital more difficult

(see also risk factor 2. ‘Financing risk’).

• For the Group’s investors, it is important that:

– Aedifica has sound CSR scores to justify an

investment in the Group or the granting of financing

(see also risk factor 10. ‘Debt structure’).

– Aedifica is sufficiently transparent with regard to ESG

(see also risk factor 5. ‘Climate change’).

• If the exchange offer for Cofinimmo shares were not

accepted or unsuccessful, this could result in a drop

in shareholder trust, which could impact Aedifica’s

market value.

• Perception of regulatory hurdles may signal complexity

and market dominance.

• Inappropriate communication or non-compliant

processes, such as legal breaches, could harm

governance and transparency.

• The Group transparently communicates its financial

and sustainability performance in line with industry

standards (e.g., EPRA and GRI).

• As high-quality treatment and comfort of residents are

of utmost importance to the Group, (i) all public reports

from local healthcare authorities are monitored, (ii) if

not publicly available the Group requests to receive

such reports from its operators, and (iii) the Group

requests its operators to comply with a certain level

of care quality standards by incorporating a quality-

of-care commitment in new and existing leases (see

page 54).

• The Group communicates the status of the procedure

concerning the exchange offer on Cofinimmo shares

internally and externally in an appropriate, transparent

and compliant way.

• Monitoring of publicly available

care quality ratings.

• GRESB score.

• EPRA (s)BPR score.

• Sustainability risk rating.

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BUSINESS REVIEW

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STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

8. Asset rotation/disposal

Risk category: strategic

Risk strategy: accept/avoid/transfer/mitigate

Risk description

Why is this risk significant

for Aedifica?

How does Aedifica mitigate

this risk?

Which key risk indicators help

Aedifica to monitor this risk?

Since 2024, Aedifica intensified its asset rotation strategy by setting clear targets

for each country. The idea behind this strategy is to sell:

• assets that do not fit the long-term vision of the portfolio; or

• assets that have significantly increased in fair value over the last year.

By selling these assets, Aedifica can convert the proceeds into cash and reinvest

it in higher-yielding opportunities.

However, Aedifica bears the risk of not being able to execute its asset rotation

strategy due to a lack of liquidity in the market, potential buyers facing difficul

ties in raising money to purchase the assets due to higher interest rates, or bid

prices being significantly lower than the fair value of the assets.

Selling fewer assets than planned could also have a long-term impact on

Aedifica’s strategy to meet its 2050 GHG emission targets.

• In 2025, Aedifica sold 34 assets for an

amount of approx. €128 million (see

page 71).

• In 2025, the total gains and losses on

disposals of investment properties

amount to a loss of €11.7 million (see

page 77).

• Asset rotation targets are set at country

level, balancing high-yielding/low-quality

assets with high-quality/low-yielding

assets.

• Careful analysis of potential buyers and

their ability to raise funds to purchase the

assets.

• Yield on asset sold.

• Gains and losses on disposals.

• Creditworthiness of buyers.

• Reputation of buyers.

9. Exchange rate

Risk category: financial

Risk strategy: accept/avoid/transfer/mitigate

Risk description

Why is this risk significant for

Aedifica?

How does Aedifica mitigate

this risk?

Which key risk indicators help

Aedifica to monitor this risk?

As at 31 December 2025, the Group earned part of its income and incurred part

of its expenses in the United Kingdom (approx. 24.4%) and is therefore exposed

to exchange rate risk (EUR/GBP). Future exchange rate fluctuations may affect

the value of the Group’s investment properties, rental income and net result, all

of which are expressed in euro.

As at 31 December 2025, a 10% change in the

EUR/GBP exchange rate would have an impact

of approx. €145.8 million on the fair value of

the Group’s investment properties located in

the United Kingdom, approx. €8.8 million on

the Group’s annual rental income and approx.

€11.1 million on the Group’s net result.

A natural hedge (balance sheet) relating to the

EUR/GBP exchange rate risk has been put in

place as Aedifica has entered into GBP financing

amounting to £340 million.

• Exchange rate fluctuation EUR/GBP.

• Actual exchange rate fluctuation

compared to the budget.

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RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

10. Debt structure

Risk category: financial

Risk strategy: accept/avoid/transfer/mitigate

Risk description

Why is this risk significant for Aedifica? How does Aedifica mitigate this

risk?

Which key risk indicators help

Aedifica to monitor this risk?

As a Belgian RREC, Aedifica is subject to strict

regulatory financial covenants stemming from the

RREC Regulation, as well as to contractual financial

covenants included in its financing agreements. Failure

to comply with these covenants can have far-reaching

consequences, including:

• sanctions, e.g., the loss of RREC status and/or

stricter supervision by the relevant regulator(s),

if the 65% debt-to-assets ratio threshold or

other statutory financial parameters were to be

exceeded;

• termination or renegotiation of credit facilities,

or mandatory early repayment of outstanding

amounts; as well as impaired trust between the

Group and investors, and/or between the Group

and financial institutions in the event of (imminent)

non-compliance with contractual covenants

(e.g., the 60% debt-to-assets ratio threshold, the

negative pledge covenant or the interest cover

ratio covenant);

• a withdrawal or downgrade of the BBB

investment-grade rating by S&P Global (e.g. if

the 50% debt-to-assets ratio threshold were to

become unsustainable in the long term).

Additionally, some or all of these defaults could allow

creditors (i) to seek early repayment of such debts as

well as other debts that are subject to cross-default or

cross-acceleration provisions, (ii) to declare all outs-

tanding loans due and payable and/or (iii) to cancel

undrawn commitments.

Ultimately, this could result in reduced liquidity (see

also risk factor 2. ‘Financing risk’) or might require the

disposal of assets to repay outstanding loans.

Aedifica’s consolidated debt-to-assets ratio amounted to 40.8% on 31 December

2025. The table below sets out the Group’s additional consolidated debt

capacity, assuming debt-to-asset ratios of 65% (maximum debt-to-assets

ratio permitted for Belgian RRECs), 60% (maximum debt-to-assets ratio given

Aedifica’s existing bank commitments) and 45% (maximum debt-to-assets ratio

based on Aedifica’s financial policy). The additional consolidated debt capacity

is expressed in terms of constant assets (that is, excluding growth in the real

estate portfolio), variable assets (that is, taking into account growth in the real

estate portfolio) and the decrease in the fair value of investment properties that

the current balance sheet structure can absorb.

Additional consolidated

debt capacity

Debt-to-assets ratio

45% 60% 65%

In constant assets

(in € million) 272 1,238 1,559

In variable assets

(in € million) 495 3,094 4,455

Decrease in fair value of

investment properties (in %) -9.7% -33.2% -38.7%

• Aedifica monitors and publishes the

debt-to-assets ratio on a quarterly

basis, and the projected evolution

of this ratio is considered during

the approval process of each major

investment decision.

• Aedifica monitors the evolution of

the fair value of assets on a quarterly

basis.

• Aedifica monitors its financial

covenants.

• Aedifica diversifies its sources of

financing (see Note 31 – Borrowings

in the Consolidated Financial

Statements).

• Debt-to-assets ratio.

• Evolution of the fair value of assets.

• Evolution of outstanding financial

debt.

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ADDITIONAL INFORMATION

Financial

Statements

129 1. CONSOLIDATED FINANCIAL

STATEMENTS

129 1.1 Consolidated income statement

130 1.2 Consolidated statement of

comprehensive income

130 1.3 Consolidated balance sheet

132 1.4 Consolidated cash flow statement

133 1.5 Consolidated statement of changes

in equity

135 1.6 Notes to the consolidated financial

statements

135 Note 1 General information

135 Note 2 Acccounting policies

140 Note 3 Operating segments

143 Note 4 Net rental income

144 Note 5 Property result

144 Note 6 Property operating result

145 Note 7 Overheads

146 Note 8 Gains and losses on disposals of

investment properties

146 Note 9 Gains and losses on disposals of

other non-financial assets

146 Note 10 Changes in fair value of

investment properties

147 Note 11 Other result on portfolio

147 Note 12 Financial income

147 Note 13 Net interest charges

148 Note 14 Other financial charges

148 Note 15 Changes in fair value of financial

assets and liabilities

149 Note 16 Share in the profit or loss of

associates and joint ventures

150 Note 17 Tax

151 Note 18 Earnings per share

152 Note 19 Goodwill

153 Note 20 Intangible assets

154 Note 21 Investment properties

158 Note 22 Other tangible assets

158 Note 23 Non-current financial assets and

other financial liabilities

159 Note 24 Deferred taxes

159 Note 25 Trade receivables

160 Note 26 Tax receivables and other

current assets

160 Note 27 Cash and cash equivalents

160 Note 28 Deferred charges and accrued

income

160 Note 29 Equity

161 Note 30 Provision

162 Note 31 Borrowings

163 Note 32 Hedging instruments

165 Note 33 Trade payables and other

currents debts

165 Note 34 Accrued charges and deferred

income

166 Note 35 Financial risk management

168 Note 36 Contingencies and

commitments

169 Note 37 Acquisitions and disposals of

investment properties

170 Note 38 Post-closing events

171 Note 39 List of subsidiaries, associates

and joint ventures

175 Note 40 Belgian RREC status

175 Note 41 Fair value

176 Note 42 Put options granted to non-

controlling shareholders

176 Note 43 Alternative Performance

Measures (APMs)

180 2. ABRIDGED STATUTORY FINANCIAL

STATEMENTS

180 2.1 Abridged statutory incom statement

181 2.2 Abridged statutory statement of

comprehensive income

181 2.3 Abridged statutory balance sheet

183 2.4 Abridged statutory statement of

changes in equity

185 2.5 Abridged statutory appropriation

account

186 2.6 Corrected profit as defined in the

royal decree of 13 July 2014

186 2.7 Abridged statutory statement

of changes in equity after

appropriation of the year’s result

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128

1. Consolidated Financial Statements

1.1 Consolidated Income Statement

(x €1,000)

Notes

31/12/2025

31/12/2024

Rental income

360,954

338,138

II. Writeback of lease payments sold and discounted

0 0

III.

Rental-related charges

-453

-157

Net rental income

360,501

337,981

IV.

Recovery of property charges

Recovery of rental charges and taxes normally paid by tenants on let properties

8,613

8,969

VI.

Costs payable by the tenant and borne by the landlord on rental damage and repair at end of lease

VII.

Charges and taxes not recovered by the tenant on let properties

-8,590

-8,852

VIII.

Other rental-related income and charges

624

621

Property result 361,148 338,722

IX.

Technical costs

-2,847

-3,907

Commercial costs

-3

-39

XI.

Charges and taxes on unlet properties

-81

-145

XII.

Property management costs

-7,884

-6,918

XIII.

Other property charges

-1,776

-1,552

Property charges

-12,591

-12,561

Property operating result 348,557 326,161

XIV.

Overheads

-34,721

-35,074

XV.

Other operating income and charges

-1,763

-831

Operating result before result on portfolio

312,073

290,256

XVI.

Gains and losses on disposals of investment properties

-11,665

374

XVII.

Gains and losses on disposals of other non-financial assets

XVIII.

Changes in fair value of investment properties

75,397

15,195

XIX.

Other result on portfolio

-27,615

-30,235

Operating result 348,190 275,590

XX.

Financial income

1,616

971

XXI.

Net interest charges

-50,236

-46,701

XXII.

Other financial charges

-5,675

-5,176

XXIII.

Changes in fair value of financial assets and liabilities

-9,567

-18,708

Net finance costs

-63,862

-69,614

XXIV.

Share in the profit or loss of associates and joint ventures accounted for using the equity method

-625

-571

Profit before tax (loss)

283,703

205,405

XXV. Corporate tax and deferred taxes 17 -38,235 -449

XXVI.

Exit tax

-348

135

Tax expense

-38,583

-314

Profit (loss)

245,120

205,091

Attributable to:

Non-controlling interests

686

260

Owners of the parent

244,434

204,831

Basic earnings per share (€)

5.14

4.31

Diluted earnings per share (€)

5.14

4.31

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129

1.2 Consolidated Statement of Comprehensive Income

(x €1,000)

31/12/2025

31/12/2024

Profit (loss)

245,120

205,091

II.

Other comprehensive income recyclable under the income

statement

Impact on fair value of estimated transaction costs resulting

from hypothetical disposal of investment properties

B. Changes in the effective part of the fair value of authorised

cash flow hedge instruments as defined under IFRS ¹

796 1,115

Currency translation differences linked to conversion of

foreign activities ²

-38,201

33,406

Other comprehensive income, net of taxes ³

-1,270

-3,869

Comprehensive income

206,445

235,743

Attributable to:

Non-controlling interests

686

260

Owners of the parent

205,759

235,483

1. Corresponds to ‘Changes in the effective portion of the fair value of hedging instruments (accrued interests)’ as

detailed in Note 32.

2. Corresponds to the movement of the year of the reserve ‘g. Foreign currency translation reserves’.

3. Mainly includes the transfer to the income statement of interests paid on hedging instruments and the amortisation

of terminated derivatives (see Note 32).

1.3 Consolidated Balance Sheet

ASSETS

Notes

31/12/2025

31/12/2024

(x €1,000)

I. Non-current assets

Goodwill

59,748

87,363

Intangible assets

589

1,047

Investment properties

6,215,599

6,117,932

Other tangible assets

3,461

4,348

Non-current financial assets

23 & 32

40,912

54,273

Finance lease receivables

G. Trade receivables and other non-current assets

0 0

Deferred tax assets

883

823

Equity-accounted investments

22,049

31,586

Total non-current assets

6,343,241

6,297,372

II.

Current assets

Assets classified as held for sale

69,622

100,207

Current financial assets

C. Finance lease receivables

0 0

Trade receivables

17,469

19,526

Tax receivables and other current assets

9,074

11,334

Cash and cash equivalents

21,952

18,451

Deferred charges and accrued income

15,765

16,934

Total current assets

133,882

166,452

TOTAL ASSETS

6,477,123

6,463,824

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130

EQUITY AND LIABILITIES

Notes

31/12/2025

31/12/2024

(x €1,000)

EQUITY

Issued capital and reserves attributable to owners

of the parent

Capital

1,203,638

B. Share premium account

1,719,001 1,719,001

Reserves

496,627

515,505

a. Legal reserve

b. Reserve for the balance of changes in fair value of

investment properties

398,579

364,698

d. Reserve for the balance of changes in fair value of

authorised hedging instruments qualifying for hedge

accounting as defined under IFRS

1,234

1,708

e. Reserve for the balance of changes in fair value of

authorised hedging instruments not qualifying for

hedge accounting as defined under IFRS

44,949 62,735

f. Reserve of exchange differences relating to foreign

currency monetary items

g. Foreign currency translation reserves

-4,730

33,471

h. Reserve for treasury shares

-49

-459

j. Reserve for actuarial gains and losses of defined

benefit pension plans

-363 -363

k. Reserve for deferred taxes on investment properties

located abroad

-84,884

-88,576

m. Other reserves

-669

n. Result brought forward from previous years

135,817

136,099

o. Reserve- share NI & OCI of equity method invest

5,992

6,803

Profit (loss) of the year

244,434

204,831

Equity attributable to owners of the parent

3,663,700

3,642,975

II. Non-controlling interests

5,605 5,122

TOTAL EQUITY

3,669,305

3,648,097

EQUITY AND LIABILITIES

Notes

31/12/2025

31/12/2024

(x €1,000)

LIABILITIES

Non-current liabilities

Provisions

Non-current financial debts

1,933,720

2,065,194

a. Borrowings

1,142,383 1,263,111

c. Other

791,337

802,083

Other non-current financial liabilities

95,577

94,901

a. Authorised hedges

6,963

10,922

b. Other

88,614

83,979

Trade debts and other non-current debts

124

Other non-current liabilities

Deferred tax liabilities

159,603

133,238

Non-current liabilities

2,188,900 2,293,457

II.

Current liabilities

Provisions

Current financial debts

551,287

448,442

a. Borrowings

67,287

134,392

c. Other

484,000

314,050

Other current financial liabilities

3,191

3,281

D. Trade debts and other current debts 33 47,434 48,933

a. Exit tax

1,400

b. Other

47,352

47,533

Other current liabilities

Accrued charges and deferred income

17,006

21,614

Total current liabilities

618,918

522,270

TOTAL LIABILITIES

2,807,818

2,815,727

TOTAL EQUITY AND LIABILITIES

6,477,123

6,463,824

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131

1.4 Consolidated Cash Flow Statement

(x €1,000)

Notes

31/12/2025

31/12/2024

CASH FLOW FROM OPERATING ACTIVITIES

Profit (loss)

244,434

204,831

Adjustments for non-monetary items

-17,790

18,047

Tax expense

21,982

-7,286

Amortisation, depreciation and write-downs

2,965

2,904

Change in fair value of investment properties (+/-)

-75,397

-15,195

Changes in fair value of the derivatives

9,567 18,708

Goodwill impairment

27,615

30,235

Other adjustment for non-monetary items

-4,522

-11,319

Gains and losses on disposals of investment properties

11,665

-374

Net finance costs

54,295

50,906

Changes in working capital requirements

475

-11,076

Changes in net assets resulting from foreign exchange

differences linked to the conversion of foreign operations (+/-)

24,767 -13,837

Net cash from operating activities

317,846 248,497

CASH FLOW RESULTING FROM INVESTING ACTIVITIES

Purchase of real estate companies ¹

-41,869

-107,199

Purchase of marketable investment properties and

development projects

-46,573

-113,622

Purchase of intangible and other tangible assets

-342

-609

Development costs

-97,118 -143,293

Disposals of investment properties

142,131

80,771

Net changes in non-current receivables

24,401

Net cash from investing activities

-43,770

-259,551

CASH FLOW FROM FINANCING ACTIVITIES

Capital increase, net of costs ²

Dividend for previous fiscal year and interim dividend

-185,647

-166,854

Net changes in borrowings

-28,860 232,487

Net changes in other non-current financial liabilities

-749

-335

Net financial items received (+) / paid (-)

-55,319

-54,046

Net cash from financing activities

-270,575

11,252

TOTAL CASH FLOW FOR THE PERIOD

Total cash flow for the period

3,501

198

RECONCILIATION WITH BALANCE SHEET

Cash and cash equivalents at beginning of period

18,451

18,253

Total cash flow for the period

3,501

198

Cash and cash equivalents at end of period

21,952

18,451

1. This amount includes €41,461 k (2024: €111,365 k) for assets acquired through companies acquired in cash (see

Note 21). This line also includes the working capital of those acquired real estate companies, reducing the cash flow

on this line to €41,869 k.

2. Some types of capital increases (contributions in kind, partial demergers) do not result in any cash flow.

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132

1.5 Consolidated Statement of Changes in Equity

(x €1,000)

01/01/2024

Capital

increase

in cash¹

Capital

increase

in kind¹

Acquisitions /

disposals of

treasury shares

Consolidated

comprehensive

income²

Appropriation of

the previous

year's result

Other transfer

relating to asset

disposals

Transfers

between

reserves

Other and

roundings

31/12/2024

Capital

1,203,638

Share premium account

1,719,001

Reserves

628,688

-428

30,652

-142,141

-1,266

515,505

a. Legal reserve

b. Reserve for the balance of changes in fair value of

investment properties

481,914 0 0 0 0 -125,930

5,805 2,910 -1 364,698

d. Reserve for the balance of changes in fair value of

authorised hedging instruments qualifying for hedge

accounting as defined under IFRS

4,344

-2,636

1,708

e. Reserve for the balance of changes in fair value of

authorised hedging instruments not qualifying for hedge

accounting as defined under IFRS

113,177

-50,442

62,735

f. Reserve of exchange differences relating to foreign

currency monetary items

-294 0 0 0 0 352

0 0 0 58

g. Foreign currency translation reserves

33,406

33,471

h. Reserve for treasury shares

-31

-428

-459

j. Reserve for actuarial gains and losses of defined benefit

pension plans

-244

-118

-1

-363

k. Reserve for deferred taxes on investment properties

located abroad

-112,367

23,791

-88,576

m. Other reserves -3,277 0 0 0 0 3,277

-669 0 0 -669

n. Result brought forward from previous years

136,909

8,501

-5,136

-2,910

-1,265

136,099

o. Reserve- share NI & OCI of equity method invest

8,493

-1,690

6,803

Profit (loss)

24,535

204,831

-24,535

204,831

Equity attributable to owners of the parent

3,575,862

-428

235,483

-166,676

-1,266

3,642,975

Non-controlling interests

5,039

260

-177

5,122

TOTAL EQUITY

3,580,901

-428

235,743

-166,676

-1,443

3,648,097

1. For more details, see Note 29 of this Annual Report and section 1.3.1 ‘Equity’ of the ‘Financial Review’ chapter of the 2024 Annual Report.

2. For more details, see the comprehensive income table on page 130.

3. This column shows the reserve made available through the sale of assets, detailed in section 1.1 ‘Investments and disposals in 2024’ of the ‘Financial Review’ chapter of the 2024 Annual Report.

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133

(x €1,000)

01/01/2025

Capital

increase

in cash¹

Capital

increase

in kind¹

Acquisitions /

disposals of

treasury shares

Consolidated

comprehensive

income²

Appropriation of

the previous

year's result

Other transfer

relating to asset

disposals

Transfers

between

reserves

Other and

roundings

31/12/2025

Capital

1,203,638

Share premium account

1,719,001

Reserves

515,505

410

-38,675

19,385

496,627

a. Legal reserve

b. Reserve for the balance of changes in fair value of

investment properties

364,698 0 0 0 0 25,287

8,349 245 0 398,579

d. Reserve for the balance of changes in fair value of

authorised hedging instruments qualifying for hedge

accounting as defined under IFRS

1,708

-474

1,234

e. Reserve for the balance of changes in fair value of

authorised hedging instruments not qualifying for hedge

accounting as defined under IFRS

62,735

-17,785

-1

44,949

f. Reserve of exchange differences relating to foreign

currency monetary items

58 0 0 0 0 24

0 0 0 82

g. Foreign currency translation reserves

33,471

-38,201

-4,730

h. Reserve for treasury shares

-459

410

-49

j. Reserve for actuarial gains and losses of defined benefit

pension plans

-363

k. Reserve for deferred taxes on investment properties

located abroad

-88,576

3,692

-84,884

m. Other reserves -669 0 0 0 0 669

0 0 0 0

n. Result brought forward from previous years

136,099

8,311

-8,349

-245

135,817

o. Reserve- share NI & OCI of equity method invest

6,803

-813

5,992

Profit (loss)

204,831

244,434

-204,831

244,434

Equity attributable to owners of the parent

3,642,975

410

205,759

-185,446

3,663,700

Non-controlling interests

5,122

686

-203

5,605

TOTAL EQUITY

3,648,097

410

206,445

-185,446

-201

3,669,305

1. For more details, see Note 29 and section 1.3.3 ‘Equity’ of the ‘Financial Review’ chapter of this Annual Report.

2. For more details, see the comprehensive income table on page 130.

3. This column shows the reserve made available through the sale of assets, detailed in section 1.1 ‘Investments and disposals in 2025’ of the ‘Financial Review’ chapter of this Annual Report.

4. For more details on the pay-out of the 2024 dividend, see the corrected profit table on page 186 of this Annual Report.

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ANNUAL REPORT 2025 – CONSOLIDATED FINANCIAL STATEMENTS AEDIFICA

1.6 Notes to the Consolidated Financial Statements

Note 1: General information

Aedifica NV/SA (referred to in the financial statements as ‘the Company’ or ‘the Parent’) is a

limited liability

company

that has opted for the status of a public Regulated Real Estate Company (RREC) under Belgian law.

The Company is entered in the Brussels Registry of Legal Entities (R.L.E., or ‘R.P.R.’ in Dutch / ‘R.P.M.’ in

French) under No. 0877.248.501. Its primary shareholders are listed in Note 29 of this annual financial report.

The address of its registered office is as follows:

Belliardstraat / Rue Belliard 40, B-1040 Brussels

(telephone: +32 (0)2 626 07 70).

The Aedifica group (referred to in the financial statements as ‘the Group’) is composed of the parent-company

and its subsidiaries. The subsidiaries of the Aedifica group are listed in Note 39.

Aedifica is listed on Euronext Brussels (2006) and Euronext Amsterdam (2019). Since 2020, the Company has

been included in the BEL 20, Euronext Brussels’ leading share index. Moreover, since 2023, Aedifica has

been part of the BEL ESG index, which tracks companies that perform best on ESG criteria.

The Board of Directors approved the publication of the Consolidated Financial Statements on 12 February

2026. Aedifica’s shareholders will have the opportunity to propose amendments to the Consolidated Financial

Statements after publication at the Annual General Meeting, which will take place on 12 May 2026.

Note 2: Accounting policies

Note 2.1: Basis of preparation

The Consolidated Financial Statements cover the 12-month period from 1 January 2025 to 31 December

2025. They have been prepared in accordance with the International Financial Reporting Standards (‘IFRS’)

as adopted by the European Union and the interpretations as published by the International Accounting

Standards Board (‘IASB’) and the International Financial Reporting Interpretations Committee (‘IFRIC’), to the

extent to which they are applicable to the Group's activities and are effective for the financial years starting

on or after 31 December 2024. The Consolidated Financial Statements have also been prepared in

accordance with the Royal Decree of 13 July 2014 on Regulated Real Estate Companies. The Consolidated

Financial Statements are prepared in euros and presented in thousands of euros.

The Consolidated Financial Statements have been prepared with application of the historical cost convention,

except for the following assets and liabilities, which are measured at fair value: investment properties,

investment properties held for sale, financial assets and liabilities held for hedging purposes or not (mainly

derivatives), put options granted to non-controlling shareholders and equity-accounted investments.

The Consolidated Financial Statements have been prepared in accordance with accrual accounting principles

on a going concern basis.

The preparation of the Consolidated Financial Statements in conformity with IFRS requires significant

judgment in the application of accounting policies (including the classification of lease contracts, identification

of business combinations, and calculation of deferred taxes) and the use of certain accounting estimates

(such as goodwill impairment tests and determination of fair value of investment properties). Underlying

assumptions are based on prior experience, input from third parties (notably real estate experts), and on other

relevant factors. Actual results may vary on the basis of these estimations. Consequently, the assumptions

and estimates are regularly revisited and modified as necessary.

The new and amended standards and interpretations listed below are compulsory for the Group since

1 January 2025, but had no significant impact on the current Consolidated Financial Statements:

• amendments to IAS 21 ‘The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability’

(applicable as from 1 January 2025).

Certain new standards, amendments and interpretations of existing standards have been published and will

be compulsory for financial years starting on or after 1 January 2026. These amendments, which the Group

did not apply early, are as follows (situation as at 27 February 2026):

• new standard for IFRS 14 ‘Regulatory Deferral Accounts’ (for which no application date can be

determined because the EU has decided not to start the approval process of this provisional standard,

pending the publication of a final standard);

• IFRS 18 ‘Presentation and Disclosure in Financial Statements’ (applicable as from 1 January 2027);

• amendments to IFRS 9 and IFRS 7 on the classification and measurement of financial instruments

(applicable as from 1 January 2026);

• IFRS 19 ‘Subsidiaries without Public Accountability: disclosures’ (applicable as from 1 January 2027,

subject to EU approval);

• amendments to IFRS 9 and IFRS 7 ‘Contracts Referencing Nature-dependent Electricity’ (applicable

as from 1 January 2026, subject to EU approval);

• Annual Improvements Volume 11 (applicable as from 1 January 2026);

• amendments to IAS 21 ‘The Effects of Changes in Foreign Exchange Rates: Translation to a

Hyperinflationary Presentation Currency’ (applicable as from 1 January 2027, subject to EU approval);

• amendments to IFRS 19 ‘Subsidiaries without Public Accountability: Disclosures’ (applicable as from

1 January 2027, subject to EU approval).

Note 2.2: Summary of material accounting policy information

The main significant accounting policies applied during the preparation of the Consolidated Financial

Statements are presented below. These methods were applied consistently to all previous financial years.

The numbering of the paragraphs below refers to the lines presented on the balance sheet and income

statement.

Consolidation principles – Subsidiaries

All entities for which Aedifica (directly or indirectly) holds more than half of the voting rights or has the power

to control operations are considered subsidiaries and included in the scope of comprehensive consolidation.

The comprehensive consolidation consists of incorporating all assets and liabilities of subsidiaries, as well as

income and expenses. Minority interests are included in a separate line of the balance sheet and the income

statement. In accordance with IFRS 10, subsidiaries are fully consolidated as from the date on which control

is transferred to the Group; they are de-consolidated as from the date that control ceases. All intercompany

transactions, balances, and unrealised gains and losses on transactions between the Group’s companies are

eliminated.

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ANNUAL REPORT 2025 – CONSOLIDATED FINANCIAL STATEMENTS AEDIFICA

Consolidation principles – Associates and joint ventures

An associate is an entity over which the Group has significant influence and which is neither a subsidiary, nor

an interest in a joint arrangement. Significant influence is the power to participate in the financial and operating

policy decisions of the investee, but does not imply control or joint control over those policies.

A joint venture is a joint arrangement in which the parties that have joint control of the arrangement have

rights to the net assets of the arrangement. Joint control is the contractually agreed sharing of control of an

arrangement, which exists only when decisions on relevant activities require the unanimous consent of the

parties sharing control.

Under the equity method, the investment in an associate or joint venture is initially recognised at cost, and

the carrying amount is increased or decreased to recognise the investor’s share of the profit or loss of the

investee after the date of acquisition. The investor’s share of the investee’s profit or loss is recognised in the

investor’s profit or loss.

Consolidation principles – Partnership

All agreements whereby the parties that have joint control of an arrangement which give rights to the assets

and obligations for the liabilities relating to the arrangement and that, following the framework of IFRS 11, are

determined as joint operations, are consolidated following a proportional consolidation.

Foreign currency

Aedifica primarily operates in the euro zone.

Euro is the functional currency of the Group and the Consolidated

Financial Statements.

The functional currency of the UK subsidiaries is the pound sterling and that of the

Swedish subsidiaries, which have all been sold or merged throughout 2025, is the Swedish krona. Foreign

currency transactions are translated to the respective functional currency of the Group entities at the

exchange rate prevailing at the date of the transaction. Foreign exchange gains and losses resulting from

settling these, or from retranslating monetary assets and liabilities held in foreign currencies, are booked in

the Income Statement. Exceptions to this rule are foreign currency loans hedging investments in foreign

subsidiaries and intra-group loans meeting the definition of a net investment in a foreign operation. In such

cases, exchange differences are booked in a separate component of shareholders’ equity until the disposal

of the investment.

Consolidation of foreign entities

Assets and liabilities of the foreign entities are translated into euro at exchange rates ruling at the balance

sheet date. The income statement is translated at the average rate for the period or at spot rate for significant

items. Resulting exchange differences are booked in other comprehensive income and recognised in the

Group income statement when the operation is sold.

The principal exchange rates used to translate foreign currency denominated amounts in book year 2025 are:

• balance sheet: €1 = £0.87288

• income statement: €1 = £0.85642

• balance sheet: €1 = SEK 10.82251

• income statement: €1 = SEK 11.06072

I.A. Goodwill

Business combinations are recognised using the purchase method in accordance with IFRS 3. The excess of

the acquisition cost over the fair value of the Group’s share of the net identifiable assets of the acquired

business at the date of acquisition is recognised as goodwill (an asset). In the event that this value is negative,

it is recognised immediately in profit.

Goodwill is tested annually for impairment and carried at cost less

accumulated impairment losses.

I.B. Intangible Assets

Intangible assets are capitalised as assets at their acquisition cost and are amortised using the straight-line

method at annual rates between 14.29% (7 years) and 33% (3 years).

I.C. Investment Properties

1. Initial recognition

1.1 Acquisition value

If the acquisition of a building takes place by cash payment, through the acquisition of shares of a real estate

company, through the non-monetary contribution of a building against the issuance of new shares, by merger

through takeover of a property, or by a partial de-merger, the deed costs, audit and consultancy costs,

reinvestment bank fees, costs of lifting security on the financing of the absorbed company, and other costs

relating to the merger are also considered part of the acquisition cost and capitalised in the asset accounts

on the balance sheet.

1.2 Investment value

‘Investment value’ is defined as the value assessed by a valuation expert, from which transfer costs have not

been deducted (also known as ‘gross capital value’).

1.3 Fair value

Properties in the Group’s portfolio or which enter into its portfolio, either with payment in cash or in kind, are

valued by independent experts at their fair value.

The fair value of investment properties located in Belgium is calculated as follows:

• buildings with an investment value over €2.5 million: fair value = investment value / (1 + average

transaction cost defined by the BE-REIT Association);

• buildings with an investment value under €2.5 million: fair value = investment value / (1 + % transfer

taxes depending on the region in which the buildings are located).

In 2016, valuation experts thoroughly reassessed this percentage on the basis of sample market transactions.

As a result of this revaluation, the weighted transfer tax remains at 2.5%.

The fair value of investment properties located abroad take into account locally applicable legal costs.

Transfer taxes on acquisitions and any change in the fair value of properties during the financial year are

directly recognised in the income statement.

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1.4 Treatment of differences at the time of acquisition

If, for acquisitions such as those defined in section I.C.1.1 (‘Acquisition value’) above, the fair value determined

by the independent expert is different than the acquisition value defined in section I.C.1.1, the difference is

booked in the income statement under line ‘XVIII. Changes in fair value of investment properties’.

2. Accounting for works projects (subsequent expenditures)

Costs incurred by Aedifica for works carried out on investment properties are accounted for using one of two

distinct methods, depending on the nature of the costs. The cost of repairs and maintenance, which neither

add new functionality nor constitute a significant enhancement or upgrade to the building, are recognised as

incurred expenses and are thus deducted from the year’s profit. Subsequent expenditures related to two

types of works projects are capitalised as assets on the Company’s balance sheet:

• a) major renovations and extensions: these usually take place every 25 to 35 years and represent an

almost complete renovation of the building, often reusing parts of the original building and applying

the most up-to-date building techniques. Upon completion of these major renovation projects, the

buildings are considered as new and are presented as such in the real estate portfolio.

• b) upgrades: these consist of occasional works that add new functionality, increase capacity, or

significantly enhance or upgrade the building, making it possible to raise rents, and thus increase the

building’s estimated rental income.

The costs relating to these works are also capitalised in the balance sheet for the reason and to the extent

that the experts usually recognise a corresponding increase in the value of the building. Costs that may be

capitalised include: materials, contractor fees, technical studies, and staff fees or costs. Any excess of these

costs over fair value is recognised as an expense in the income statement.

Borrowing costs are capitalised for all qualifying projects with a duration of more than one year.

3. Recurring remeasurement and remeasurement in the event of share transactions

3.1 Depreciation

In accordance with IAS 40, Aedifica applies the fair value model and does not recognise depreciation on its

properties, the rights in rem on properties, or on properties rented to the Company under finance leases.

3.2 Share transactions

Real estate properties held by Aedifica and by the subsidiaries under its control are valued by experts each

time the Company proceeds to issue new shares, list shares on the stock exchange, or repurchase shares

other than through the stock exchange. While Aedifica is not bound by this valuation, any issue or repurchase

price set below this level must be justified (in the form of a special report).

A new valuation is not required when a share issuance falls within four months of the last valuation of the

property concerned, so long as the experts confirm that neither the economic situation nor the physical state

of the property make a new valuation necessary.

3.3 Quarterly revaluations

Each quarter, valuation experts perform a calculation of fair value based on the conditions of the properties

and on fluctuations observed in the real estate market. This valuation is carried out on a building-by-building

basis and covers Aedifica’s entire real estate portfolio, including properties held by its subsidiaries.

These valuations are binding for Aedifica and must be reflected in the accounts. Thus, the carrying amount

of the properties in the accounts corresponds to the fair value at which they are assessed by Aedifica’s

independent valuation experts.

3.4 Accounting for changes in fair value

Changes in the fair value of real estate properties, as determined by independent experts, arise each time the

value is assessed. They are accounted for in the income statement.

4. Asset disposals

Upon disposal of an investment property, the gain or loss on disposal is recognised in the income statement,

in line ‘XVI. Gains and losses on disposals of investment properties’.

5. Owner-occupied investment property

Any investment property occupied by Aedifica is transferred to the line ‘other tangible assets’ of the balance

sheet. Its fair value at the time of the transfer becomes its deemed acquisition cost. If the Company only

occupies a small part of the building, the whole building is recognised as ‘investment property’ in the balance

sheet and continues to be carried at fair value.

6. Development projects

Buildings under construction, renovation, or extension, which are considered development projects are

recognised on the balance sheet at historical cost, including transfer taxes, non-recoverable VAT and indirect

expenses (capitalised interest, insurance, legal fees, architectural fees, consulting fees, etc.). If the historical

cost deviates from the fair value appraised by the independent expert, the deviation is recognised in the

income statement in order to bring the carrying amount in line with the fair value. Costs incurred in the

preliminary phase of development projects are recognised at their historical value.

7. Rights of use on plots of land

Rights of use recognised in the balance sheet for concession or leasehold purposes or similar leases (as a

result of IFRS 16) are also considered as investment properties.

8. Land reserve

In 2023, Aedifica created a new ‘land reserve’ category that includes all plots of land without committed

projects.

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I.D. Other tangible assets

Tangible assets with definite useful lives, which fall outside the scope of investment property, are initially

recognised at their acquisition cost. The components approach is not applied (based on materiality criteria).

Depreciation is charged on a linear basis using the pro rata temporis method. As residual values are

considered marginal, accumulated depreciation is expected to cover the total acquisition cost of each item

included in other tangible assets.

The following depreciation rates are applied:

• plant, machinery and equipment: 20%;

• other furniture: 20%;

• vehicles: 20% to 25%;

• IT: 20% to 33%.

As required by IFRS 16, this balance sheet line also includes the value of the right of use of company cars

and buildings used by the Group as offices. This value is depreciated on a straight-line basis over the term of

the contracts.

I.E. Non-current financial assets

1. Hedging instruments

When a derivative provides cash flow hedges to cover a specific risk arising from a financial asset or a firm

commitment or a highly probable transaction liability and meets the criteria for hedge accounting under

IFRS 9, the effective portion of the income or expense is recognised directly in equity (line ‘I.C.d. Reserve for

the balance of changes in fair value of authorised hedging instruments qualifying for hedge accounting as

defined under IFRS’). The ineffective portion is recognised in the income statement.

When a derivative does not meet the criteria for hedge accounting under IFRS 9, it is recognised on the

balance sheet at its fair value, and changes in fair value are recognised in the income statement as they occur.

2. Other financial and non-current assets

Financial assets classified as held for sale are valued at fair value (market value if available, otherwise

acquisition value). Changes in fair value are recognised in the income statement. Receivables are valued at

amortised cost.

I.H. Deferred tax assets

When a building is acquired outside of Belgium, the Deferred Tax Assets mainly relate to unrealised losses

on the difference between the fair value and the tax value of the buildings, whereby we expect that the

effective tax loss (in case of a sale) can be offset with the taxable income of the entity concerned in the

foreseeable future.

I.I. Participations in associates and joint ventures

Participations in associates and joint ventures are the Group’s participating interests in companies over which

the Group has no or only joint control. Under the equity method, the investment in an associate or joint venture

is initially recognised at cost, and the carrying amount is increased or decreased to recognise the investor’s

share of the profit or loss of the investee after the date of acquisition. The investor’s share of the investee’s

profit or loss is recognised in the investor’s profit or loss.

They relate to Immobe NV/SA and Aedifica Sonneborgh Ontwikkeling BV (associates). In the course of 2025,

Aedifica divested its participation in Aedifica Sonneborgh Ontwikkeling BV (see Note 16).

II.A. Assets held for sale

Properties that are considered non-strategic and which are intended to be sold are included in line II.A.

They are recognised at fair value, in accordance with IFRS 5.

II.C/D/E. Receivables

Receivables are measured at amortised cost. Impairment losses are recognised according to (i) the

management assumption on outstanding receivables of more than 120 days and (ii) by applying the simplified

expected credit loss (ECL) method in accordance with IFRS 9.

II.G. Deferred charges and accrued income

Costs incurred during the year, which relate partially or in full to the following year, are recognised on a

proportional basis as deferred charges. Revenues and portions of revenues earned over the course of one or

several subsequent financial years, but which are also related to the current year, are recognised in income

for the amount earned in the current year.

I.A. et II.A. Provisions

A provision is recognised on the balance sheet when the Group has an implicit or explicit legal obligation as

a result of a past event, and for which it is very probable the resources will be used to extinguish this

obligation. Provisions are measured by calculating the present value of expected cash flows using a market

interest rate. They are reflected as a liability on the balance sheet.

I.C.b. Other non-current financial liabilities – Other

The Company can commit itself to acquire the non-controlling shareholdings owned by third parties in

subsidiaries, should these third parties wish to exercise their put options. The exercise price of such options

granted to non-controlling interest is reflected on the balance sheet on line ‘I.C.b. Other non-current financial

liabilities – Other’.

As required by IFRS 16, this balance sheet line also includes the long-term portion of the lease debt for

company cars, buildings used by the Group as offices and the rights of use related to plots of land – or similar

leases. This value is amortised using the 'effective interest rate method'.

I.F. Deferred tax liabilities

When a building is acquired outside of Belgium and the net income is consequently subject to foreign tax, a

deferred tax is recognised on the balance sheet in relation to the unrealised capital gain (temporary difference

between the fair value and the assessed value used for tax purposes of the building in question).

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II.B/D/E. Current debts

Debts are recognised at amortised cost at the year-end date. Debts denominated in foreign currencies are

converted into Euros using the spot rate on the year-end date. Foreign exchange gains or losses arising from

the revaluation of foreign currency borrowings are recognised in the income statement, except for foreign

exchange gains and losses relating to the hedging of a foreign net investment, which are recognised directly

in other comprehensive income.

II.F. Accrued charges and deferred income

Indemnities for early lease termination are recognised in the income statement when it is highly probable that

Aedifica will collect the indemnities. To evaluate whether the fees will be collectible, Aedifica will only consider

the customer's ability and intention to pay that amount when due.

I. to XV. Operating result before result on portfolio

The objective of lines I through XV is to reflect the operating profit generated by the Company’s rental property

portfolio, including general operating costs.

All of Aedifica’s leases are classified as operating leases with Aedifica being the lessor for the following

reasons:

• there is no transfer of ownership of the underlying asset at the end of the lease term;

• the lessee does not have the option to purchase the underlying asset at a price that is significantly

lower than the fair value;

• the lease term is usually shorter than the asset’s main economic life.

Lease incentives are recognised on a straight-line basis over the lease term, in accordance with IFRS 16.

XVI. to XIX. Operating result

The objective of lines XVI through XIX is to reflect in the income statement all transactions and accounting

adjustments related to the value of the Company’s portfolio:

• realised capital gains and losses: capital gains and losses are included in the line ‘Gains and losses

on disposals of investment properties’;

• unrealised gains and losses (carried at fair value): changes in the portfolio’s fair value are included in

the income statement under ‘changes in fair value of investment properties’;

• commissions paid to real estate agents and other transaction costs: commissions related to the sale

of buildings are deducted from the sale price in determining the gain or loss on disposal which is

recognised in the operating result. Fees paid to real estate and technical experts are recognised as

current expenses.

The result on disposals of investment properties represents the difference between sales proceeds (excluding

transaction costs) and the latest reported fair value of the properties sold. The result is realised at the moment

of the transfer of risks and rewards.

Generally, transfer taxes are to be paid by the person buying the building. However, in the case of ‘acte en

main’ disposals, the transfer taxes are to be paid by the seller and are thus deducted from the sale price and

the gain effectively realised.

XXV. to XXVI. Corporate tax and exit tax

Line XXV includes current and deferred taxes.

Income tax is recognised in the income statement. It is the estimated tax attributable to the taxable income

of the year using the tax rate prevailing at the balance sheet date, together with any adjustment to tax liabilities

relating to previous years.

When a building is acquired in a country where the net income is subject to corporate income tax, a deferred

tax is recognised on the balance sheet in relation to the unrealised capital gain and the unrealised loss

(temporary difference between the fair value and the assessed value used for tax purposes of the building in

question). Except for the portion relating to items directly recognised in equity, deferred tax is recognised in

the income statement.

Line XXVI includes the exit tax. This is the tax on the capital gain resulting from the approval of a Belgian

company as a RREC or the merger of a non-RREC company with a RREC. When a company that does not

have the status of a RREC but is eligible for this regime, enters in the consolidation scope of the Group for

the first time, an exit tax provision is recognised at the company level, taking into account the anticipated

date of the merger or approval. Any adjustment to this exit tax liability is recognised in the income statement.

This tax will be paid when the company is merged into the parent company with RREC status.

When the merger or approval takes place, the provision becomes a liability and any difference is also

recognised in the income statement.

Group insurance

Aedifica’s insurance contracts in Belgium are considered as defined contribution plans. These contracts are

discussed in Note 30.

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Note 3: Operating segments

Note 3.1: Presented segments

Aedifica’s operational results are segmented by geographical market and are consistent with the Group's

organisational structure and internal reporting. In line with IFRS 8, this approach reflects the basis on which

management makes key operational decisions.

The accounting policies described in Note 2 were used for the internal reporting and the segment reporting

that follows.

According to IFRS 8, each group of entities falling under common control is treated as a single customer.

Disclosure is mandated for revenues generated through transactions with a single customer that represents

more than 10% of the company's total revenues. In 2025 (nor in the previous financial year), no (group of)

tenant(s) represented more than 10% of Aedifica's total revenues.

The rents mentioned here represent the turnover realised by the Company over the course of the financial

year, as accounted for in accordance with IFRS standards. This differs from the contractual rent, which

represents the annual rent stated in the contract and does not consider the straight-lining of lease incentives.

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Note 3.2: Segment information

						31/12/2025
		BE	DE	NL	UK	FI	SE	IE	ES	Non-	TOTAL
(x €1,000)										allocated
SEGMENT RESULT
I.	Rental income	72,950	64,555	41,276	87,912	68,686	1,100	23,849	627	-	360,954
II.	Writeback of lease payments sold and discounted	-	-	-	-	-	-	-	-	-	-
III.	Rental-related charges	-304	61	-141	89	-8	-1	-	-150	-	-453
Net rental income		72,646	64,616	41,135	88,001	68,678	1,099	23,849	477	-	360,501
IV.	Recovery of property charges	-	-	-	-	-	-	-	-	-	-
V.	Recovery of rental charges and taxes normally paid by tenants on let properties	222	3,362	1,200	809	2,660	1	359	-	-	8,613
VI.	Costs payable by the tenant and borne by the landlord on rental damage and repair	-	-	-	-	-	-	-	-	-	-
	at end of lease
VII.	Charges and taxes not recovered by the tenant on let properties	-266	-3,357	-1,140	-809	-2,662	-1	-356	-	-	-8,590
VIII.	Other rental-related income and charges	-4	-4	165	-1	475	-10	-	-	4	624
Property result		72,598	64,617	41,360	88,000	69,151	1,089	23,852	477	4	361,148
IX.	Technical costs	-6	-754	-1,091	-370	-502	-66	-58	-	-	-2,847
X.	Commercial costs	-	-	-3	-	-	-	-	-	-	-3
XI.	Charges and taxes on unlet properties	-	-16	-7	-	-54	-	-4	-	-	-81
XII.	Property management costs	-1,149	-2,461	-1,187	-2,546	-	-23	-440	-77	-	-7,884
XIII.	Other property charges	92	-10	-549	-	-1,293	-	-	-17	-	-1,776
Property charges		-1,063	-3,241	-2,837	-2,916	-1,849	-89	-502	-94	-	-12,591
Property operating result		71,535	61,376	38,523	85,084	67,302	1,000	23,350	383	4	348,557
XIV.	Overheads	-	-	-	-	-	-	-	-	-34,721	-34,721
XV.	Otheroperatingincomeandcharges	-	-	-	-	-	-	-	-	-1,763	-1,763
OPERATING RESULT BEFORE RESULT ON PORTFOLIO		71,535	61,376	38,523	85,084	67,302	1,000	23,350	383	-36,480	312,073
SEGMENT ASSETS
Marketable investment properties		1,255,280	1,190,020	693,910	1,182,945	1,233,640	-	432,802	34,125	-	6,022,722
Development projects		-	11,480	-	19,198	44,040	-	27,633	-	-	102,351
Right of use of plots of land		-	3,274	-	-	75,646	-	-	-	-	78,920
Land reserve		3,506	5,060	-	-	570	-	-	2,470	-	11,606
Investment properties											6,215,599
Assets classified as held for sale		-	-	-	69,622	-	-	-	-	-	69,622
Other assets ¹		22,049	-	-	-	59,748	-	-	-	110,105	191,902
Total assets											6,477,123
Equity
Equity attributable to owners of the parent		-	-	-	-	-	-	-	-	3,663,700	3,663,700
Non-controlling interests		-	-	-	-	-	-	-	-	5,605	5,605
Liabilities		-	-	-	-	-	-	-	-	2,807,818	2,807,818
Total equity and liabilities											6,477,123
GROSS YIELD IN FAIR VALUE ²		5.9%	5.6%	6.2%	6.5%	6.1%	-	5.6%	5.5%	-	6.0%

1. The figures in Belgium relate to investments accounted for using the equity method (see Note 16 for more details) and the figure in Finland relates to goodwill (see Note 19 for more details). The ‘Non-allocated’ section includes all other lines of the

assets.

2. The gross yield in fair value is calculated by dividing the contractual rent by the fair value of marketable investment properties and assets classified as held for sale.

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						31/12/2024
		BE	DE	NL	UK	FI	SE	IE	ES	Non-	TOTAL
(x €1,000)										allocated
SEGMENT RESULT
I.	Rental income	69,638	63,182	40,929	74,763	61,221	5,338	22,943	124	-	338,138
II.	Writeback of lease payments sold and discounted	-	-	-	-	-	-	-	-	-	-
III.	Rental-related charges	28	-87	-81	-	-10	-7	-	-	-	-157
Net rental income		69,666	63,095	40,848	74,763	61,211	5,331	22,943	124	-	337,981
IV.	Recovery of property charges	-	-	-	-	3	-	-	-	-	3
V.	Recovery of rental charges and taxes normally paid by tenants on let properties	457	3,279	1,131	785	2,854	108	355	-	-	8,969
VI.	Costs payable by the tenant and borne by the landlord on rental damage and	-	-	-	-	-	-	-	-	-	-
	repair at end of lease
VII.	Charges and taxes not recovered by the tenant on let properties	-467	-3,274	-1,095	-785	-2,765	-108	-358	-	-	-8,852
VIII.	Other rental-related income and charges	11	-12	106	-1	539	-22	-	-	-	621
Property result		69,667	63,088	40,990	74,762	61,842	5,309	22,940	124	-	338,722
IX.	Technical costs	-301	-1,295	-746	36	-1,235	-259	-107	-	-	-3,907
X.	Commercial costs	-	-	-39	-	-	-	-	-	-	-39
XI.	Charges and taxes on unlet properties	-	-	-5	-	-135	-	-5	-	-	-145
XII.	Property management costs	-882	-1,966	-1,010	-2,545	-	-145	-284	-86	-	-6,918
XIII.	Other property charges	103	-20	-464	-	-1,117	-1	-	-53	-	-1,552
Property charges		-1,080	-3,281	-2,264	-2,509	-2,487	-405	-396	-139	-	-12,561
Property operating result		68,587	59,807	38,726	72,253	59,355	4,904	22,544	-15	-	326,161
XIV.	Overheads	-	-	-	-	-	-	-	-	-35,074	-35,074
XV.	Other operating income and charges	-	-	-	-	-	-	-	-	-831	-831
OPERATING RESULT BEFORE RESULT ON PORTFOLIO		68,587	59,807	38,726	72,253	59,355	4,904	22,544	-15	-35,905	290,256
SEGMENT ASSETS
Marketable investment properties		1,254,966	1,161,466	665,440	1,254,329	1,131,710	40,485	424,760	2,122	-	5,935,278
Development projects		-	4,864	-	19,852	38,190	-	10,496	22,275	-	95,677
Right of use of plots of land		-	3,330	-	-	70,681	-	-	-	-	74,011
Land reserve		3,358	5,467	-	-	570	-	1,120	2,450	-	12,966
Investment properties											6,117,932
Assets classified as held for sale		-	14,690	7,800	24,561	-	53,156	-	-	-	100,207
Other assets ¹		31,092	-	494	-	87,363	-	-	-	126,736	245,685
Total assets											6,463,824
Equity
Equity attributable to owners of the parent		-	-	-	-	-	-	-	-	3,642,975	3,642,975
Non-controlling interests		-	-	-	-	-	-	-	-	5,122	5,122
Liabilities		-	-	-	-	-	-	-	-	2,815,727	2,815,727
Total equity and liabilities											6,463,824
GROSS YIELD IN FAIR VALUE ²		5.7%	5.5%	6.1%	6.4%	6.0%	6.3%	5.6%	-	-	5.9%

1. The figures in Belgium and the Netherlands relate to investments accounted for using the equity method (see Note 16 for more details) and the figure in Finland relates to goodwill (see Note 19 for more details). The ‘Non-allocated’ section includes all

other lines of the assets.

2. The gross yield in fair value is calculated by dividing the contractual rent by the fair value of marketable investment properties and assets classified as held for sale.

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Note 4: Net rental income

(x €1,000)	31/12/2025	31/12/2024
Rents earned	360,954	337,665
Guaranteed income	0	0
Cost of rent free periods	0	0
Indemnities for early termination of rental contracts	0	473
RENTAL INCOME	360,954	338,138
Rents payable as lessee	-1	-3
Write-downs on trade receivables	-357	490
Write-off on trade receivables	-95	-644
RENTAL-RELATED CHARGES	-453	-157
NET RENTAL INCOME	360,501	337,981

The Group leases its buildings exclusively through operating leases.

Although the lease terms are generally long, the leases are not classified as financial leases due to the

following reasons:

• there is no transfer of ownership of the underlying asset at the end of the lease term;

• the lessee does not have the option to purchase the underlying asset at a price that is significantly

lower than the fair value;

• the lease term is usually shorter than the asset’s main economic life.

For these three reasons, the leases are classified as operating leases. From these operating leases, more

than 98% are income related to fixed lease payments.

The increase in earned rents compared to the previous period is attributed to the growth of the portfolio during

the 2025 financial year and annual indexation.

The schedule of future minimum lease payments to be collected under non-cancellable operating leases

required by IFRS 16.97 is based on the following assumptions, which are conservative:

• long-term leases: no inflation;

• rents in foreign currencies in the United-Kingdom are converted according to the 2025 average

exchange rate (0.85642 EUR/GBP).

Future minimum lease payments to be collected under non-cancellable operating leases are presented as

follows:

(x €1,000)	31/12/2025	31/12/2024
Not later than one year	367,573	355,200
Between one and two years	367,524	354,660
Between two and three years	367,079	354,660
Between three and four years	366,237	354,292
Between four and five years	364,744	352,368
Later than five years	4,877,508	4,977,761
TOTAL	6,710,665	6,748,939

Rental income includes contingent rents amounting to €7,593 k in 2025 (31 December 2024: €1,403 k).

Contingent rents include a non-recurring historical catch-up payment of approx. £3.2 million, which was

invoiced in the first quarter.

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143

Note 5: Property result

(x €1,000)	31/12/2025	31/12/2024
NET RENTAL INCOME	360,501	337,981
Indemnities on rental damage	0	3
RECOVERY OF PROPERTY CHARGES	0	3
Rebilling of rental charges invoiced to the landlord	1,921	2,657
Rebilling of property taxes and other taxes on let properties	6,692	6,312
RECOVERY OF RENTAL CHARGES AND TAXES NORMALLY PAID BY	8,613	8,969
TENANTS ON LET PROPERTIES
COSTS PAYABLE BY THE TENANT AND BORNE BY THE LANDLORD ON RENTAL DAMAGE AND REPAIR AT END OF LEASE	0	0
Rental charges invoiced to the landlord	-1,863	-2,533
Property taxes and other taxes on let properties	-6,727	-6,319
CHARGES AND TAXES NOT RECOVERED BY THE TENANT ON LET PROPERTIES	-8,590	-8,852
Maintenance and service fees	-3,844	-3,268
Rebilling of maintenance and service fees	4,468	3,889
OTHER RENTAL-RELATED INCOME AND CHARGES	624	621
PROPERTY RESULT	361,148	338,722

Note 6: Property operating result

(x €1,000)	31/12/2025	31/12/2024
PROPERTY RESULT	361,148	338,722
Repair and maintenance	-1,685	-2,773
Insurance	-228	-330
Employee benefits	91	0
Expert fees	-1,025	-804
TECHNICAL COSTS	-2,847	-3,907
Letting fees paid to real estate brokers	0	0
Marketing	0	0
Fees paid to lawyers and other legal costs	0	0
Other	-3	-39
COMMERCIAL COSTS	-3	-39
Charges	-81	-145
CHARGES AND TAXES ON UNLET PROPERTIES	-81	-145
Fees paid to external property managers	-555	-281
Internal property management expenses	-7,329	-6,637
PROPERTY MANAGEMENT COSTS	-7,884	-6,918
Property taxes and other taxes	-1,776	-1,552
OTHER PROPERTY CHARGES	-1,776	-1,552
PROPERTY OPERATING RESULT	348,557	326,161

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Note 7: Overheads

(x €1,000)	31/12/2025	31/12/2024
PROPERTY OPERATING RESULT	348,557	326,161
Lawyers/notaries	-939	-1,233
Auditors/accountants	-1,026	-1,246
Real estate experts	-1,545	-1,616
IT	-2,305	-2,259
Insurance	-377	-225
Public relations, communication, marketing, publicity	-766	-651
Directors and executive management	-5,278	-4,858
Employee benefits	-11,615	-10,951
Depreciation and amortisation of other assets	-2,508	-2,508
Tax expense	-2,375	-2,135
Tax consulting	-799	-1,735
Headhunter and recruitment costs	-144	-307
Travel and representation	-618	-671
Other	-4,426	-4,679
Financial services	-748	-609
Fleet	-397	-522
Office charges payable as lessee	-795	-652
Communication equipment/subscriptions	-147	-175
Training	-414	-313
Office supplies	-299	-247
Other professional fees	-1,870	-2,498
Other	244	337
Overheads	-34,721	-35,074
Other operating income and charges	-1,763	-831
OPERATING RESULT BEFORE RESULT ON PORTFOLIO	312,073	290,256

Audit fees

(x €1,000)	31/12/2025	31/12/2024
Statutory audit (Aedifica NV/SA)	146	142
Statutory audit (subsidiaries)	564	543
Opinion reports foreseen in the Belgian Companies and Associations Code	60	12
Tax advice missions	0	0
Other missions unconnected with the statutory audit	123	47
TOTAL	893	744

Related party transactions

(x €1,000)	31/12/2025	31/12/2024
Short-term benefits	4,019	4,501
Post-employment benefits	360	272
Other long-term benefits	889	0
Termination benefits	0	0
Share-based payments	10	85
TOTAL	5,278	4,858

Related party transactions (as defined under IAS 24 and the Belgian Companies and Associations Code)

relate exclusively to the remuneration of the members of the Board of Directors and the Executive Committee

(€5,278 k in 2025; €4,858 k in 2024). From 2025 onwards, the LTIP programme is presented under ‘Other

long-term benefits’.

Employee benefits expense

Total employee benefits (excluding Executive Managers and Directors – see ‘Related party transactions’

above) are broken down in the income statement as follows:

(x €1,000)	31/12/2025	31/12/2024
Technical costs (see Note 6)	91	0
Overheads (see Note 7)	-11,615	-10,951
Property management costs (see Note 6)	-7,329	-6,637
TOTAL	-18,853	-17,588

Headcount at the end of the financial year and full-time equivalents:

(x €1,000)	31/12/2025	31/12/2024
Headcount at the year-end	130	131
Employees	125	126
Executive management personnel	5	5
FULL-TIME EQUIVALENT (EXCL. EXECUTIVE MANAGEMENT PERSONNEL) DURING THE YEAR	121.4	123.6

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Note 8: Gains and losses on disposals of investment properties

(x €1,000)	31/12/2025	31/12/2024
Net sale of properties (selling price - transaction costs)	131,766	80,331
Carrying amount of properties sold (fair value of assets sold)	143,431	79,957
TOTAL	-11,665	374

The main disposals of the financial year are detailed in Note 37.

Gains and losses on disposals of investment properties (31 December 2025: loss of €11.7 million;

31 December 2024: gain of €0.4 million) mainly relate to the Swedish portfolio. This portfolio was sold at a

limited discount of 3.9% between the conventional disposal value and the latest fair value as at 31 December

2024. In addition, during the historical holding period of the assets, currency translation differences were

already accounted for in equity on a quarterly basis and were therefore already reflected in the net asset

value. Following the termination of the activities in Sweden, these amounts had to be reclassified from equity

to the income statement and are presented together with the loss on disposal and transaction costs.

Note 9: Gains and losses on disposals of other non-financial assets

Over the course of the current and previous financial years, Aedifica has not recognised any gains or losses

from the sale of other non-financial assets.

Note 10: Changes in fair value of investment properties

(x €1,000)	31/12/2025	31/12/2024
Belgium	6	-17,404
Germany	3,329	-16,882
Netherlands	31,441	13,167
United Kingdom	23,413	35,050
Finland	11,775	1,165
Sweden	-128	-1,183
Ireland	5,489	2,254
Spain	72	-972
TOTAL	75,397	15,195
Of which:
Marketable investment properties	70,754	25,489
Development projects	7,015	-5,129
Right of use of plots of land	-2,130	-1,749
Land reserve	-242	-3,416

In 2025, the most significant changes compared to 2024 are observed in Germany, Netherlands, United

Kingdom, Belgium and Finland. These changes are explained as follows:

• Germany: In 2025, Germany’s healthcare real estate market transitioned from the correction phase of

2023–2024 to a stabilisation phase. The financial climate and consumer sentiment are slowly

improving. Over the last 24 months, a stabilisation in prime yields has been observed for both care

homes and assisted living facilities. Operationally, 2024 was characterised by management and

portfolio restructuring, as operators adapted to increased costs and staff shortages. Despite a few

insolvencies in the sector (such as Argentum), most large, well-managed platforms had stabilised by

2025, reducing the operational uncertainty that had affected valuations the previous year.

• Netherlands: The fair value of the portfolio increased in 2025, primarily due to improved market

sentiment. The stabilisation of economic conditions resulted in lower return requirements among real

estate investors. Fair value also benefited from the indexation of contractual rental income and market

rent levels, as well as from Aedifica taking over the operator’s activities in two buildings. This had a

significant positive impact on fair value, as Aedifica now accrues the full operator margin.

• United Kingdom: The portfolio’s fair value increased in 2025, thanks to a solid trading performance

by the operators. This increase was mainly due to contractual indexation, market rent review

adjustments, and capital expenditure successfully incorporated into rental income. The UK healthcare

real estate market also delivered a notably strong performance, reaching record transaction volumes,

which highlights the sector’s resilience, high trading activity and robust underlying fundamentals.

• Belgium: Despite pressure on some operators, portfolio valuation remained flat in 2025, thanks to the

revaluation of a number of assets driven by improved market yields. This contrasts with the previous

year, which was characterised by a valuation loss on acquisitions that were committed under different

market circumstances.

• Finland: Supported by contractual indexation, the extension of several leases and several new

acquisitions, the portfolio’s fair value increased in 2025. Although market conditions in the public

segment remained stable, the childcare subsector continued to experience yield decompression due

to operational challenges.

For more details, see section 1.3 ‘Market trends’ of the ‘Portfolio’ chapter.

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Note 11: Other result on portfolio

(x €1,000)	31/12/2025	31/12/2024
Goodwill impairment	-27,615	-30,235
Other	0	0
TOTAL	-27,615	-30,235

During the financial year under review, the Group recognised a goodwill impairment related to the acquisition

of Hoivatilat Oyj (see Note 19 for more information).

Note 12: Financial income

(x €1,000)	31/12/2025	31/12/2024
Reinvoiced interests	0	324
Other	1,616	647
TOTAL	1,616	971

The financial income of 2025 mainly includes €0.7 million of realised and unrealised foreign exchange

differences, €0.6 million of interest received on bank accounts and bank deposits and €0.1 million of interest

received on overdue trade receivables.

The financial income of 2024 mainly included €0.3 million of earned interest on loans granted to associated

companies and €0.5 million of interest received on bank accounts and bank deposits.

Note 13: Net interest charges

(x €1,000)	31/12/2025	31/12/2024
Nominal interest on borrowings	-68,078	-87,500
Bilateral loans - floating or fixed rate	-45,549	-61,189
Short-term treasury Notes - floating rate	-9,546	-12,240
Investment credits - floating or fixed rate	-2,409	-3,346
Long-term treasury Notes - fixed rate	-1,395	-1,396
Bond - Fixed rate	-3,750	-3,753
Private placement - fixed rate	-5,429	-5,576
Charges arising from authorised hedging instruments
Authorised hedging instruments qualifying for hedge accounting	-813	-1,278
as defined under IFRS	-813
Authorised hedging instruments not qualifying for hedge accounting as defined under IFRS	-16,863	-16,845
Subtotal	-17,676	-18,123
Income arising from authorised hedging instruments
Authorised hedging instruments qualifying for hedge accounting	1,715	4,751
as defined under IFRS
Authorised hedging instruments not qualifying for hedge accounting as defined under IFRS	32,634	50,065
Subtotal	34,349	54,816
Capitalised and reinvoiced interest charges	2,764	5,539
Interest cost related to leasing debts booked in accordance with IFRS 16	-1,593	-1,429
Other interest charges	-2	-4
TOTAL	-50,236	-46,701

In 2025, the decrease in interest on borrowings was offset by the decrease in income from authorised hedging

instruments and capitalised and reinvoiced interest charges.

Charges and income arising from hedging instruments represent Aedifica’s cash interest payments or receipts

related to the derivatives presented in Note 23 and detailed in Note 32. Changes in the fair value of these

derivatives are recognised in the income statement and are listed in Note 15.

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Note 14: Other financial charges

(x €1,000)	31/12/2025	31/12/2024
Bank charges and other commissions	-5,376	-5,082
Other	-299	-94
TOTAL	-5,675	-5,176

The other financial charges mainly include €3,902 k of commitment fees (2024: €3,514 k).

Note 15: Changes in fair value of financial assets and liabilities

(x €1,000)	31/12/2025	31/12/2024
Authorised hedging instruments
Authorised hedging instruments qualifying for hedge accounting as defined under IFRS	0	0
	0
Authorised hedging instruments not qualifying for hedge accounting as defined under IFRS	-9,050	-18,238
Subtotal	-9,050	-18,238
Other	-517	-470
TOTAL	-9,567	-18,708

The Line ‘Other’ represents the changes in fair value of the put options granted to non-controlling

shareholders (see Notes 23 and 42).

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Note 16: Share in the profit or loss of associates and joint ventures

On 1 July 2018, Aedifica transferred the ‘apartments’ branch of activities to a separate company

(Immobe NV/SA), which was initially wholly controlled by Aedifica NV/SA.

Aedifica NV/SA gradually sold its shares in Immobe NV/SA (in 2 phases) to Primonial European Residential

Fund:

• phase 1: sale of 50% (minus one share) during the second quarter of the 2018/2019 financial year

(see press release of 31 October 2018 for more information);

• phase 2: sale of an additional 25% (plus two shares) during the third quarter of the 2018/2019 financial

year (see press release of 27 March 2019 for more information).

Following the sale of the second phase, Immobe NV/SA is no longer a perimeter company and is consolidated

using the equity method.

In July 2022, Aedifica established a joint venture with Sonneborgh Ontwikkeling BV, acquiring a 50% stake

in a real estate company that owns land in the Netherlands. The purpose of ‘Aedifica Sonneborgh

Ontwikkeling BV’ was to obtain building permits and construct care homes. Once completed, the properties

were to be transferred to Aedifica Sonneborgh Real Estate BV, another company controlled by Aedifica.

However, in 2025, given changes in market conditions and the fact that no construction had yet begun,

Aedifica divested its participation in the joint venture.

(x €1,000)	31/12/2025	31/12/2024
Carrying amount at the beginning of the year	31,586	35,985
Acquisition of shares of associates and joint ventures accounted for using the equity method	0	43
Disposal of shares of a subsidiary resulting in their equity method	-498	0
accounting (formerly under full consolidation)	-498
Share in the profit or loss of associates and joint ventures accounted for using the equity method	-625	-571
Impact of dividends received on equity	-112	-399
Distribution of share premium	-8,302	-3,471
Other	0	-1
Carrying amount at the end of the year	22,049	31,586

The share in the profit or loss of associates and joint ventures accounted for using the equity method relating

to Aedifica Sonneborgh Ontwikkeling BV before the disposal of Aedifica’s participation in the joint venture,

amounts to €3 k.

Company	Immobe NV/SA
Date of company creation	Residential Holdco Sarl June 2018
Segment	Apartment buildings
Country	Belgium
% held by the Group	24.97%
Partner shareholders	Primonial European
Amount of the Group share in the result	31/12/2025
(x €1,000)
Net result (100%)	-2,518
Other elements of the global result	0
Global result	-2,518
% held by the Group	24.97%
Share in the profit or loss of associates and joint ventures accounted	-628
for using the equity method
Amount of the interest at the Group
(x €1,000)
Equity-accounted investments	22,049

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Note 17: Tax

(x €1,000)	31/12/2025
(x €1,000)	BE	DE	NL	UK	FI	SE	IE	ES	TOTAL
Current	-642	-2,644	-5,726	-1,564	75	23	-1,691	0	-12,170
taxes
Exit tax	-348	0	0	0	0	0	0	0	-348
Deferred	0	-3,528	-9,343	0	-10,537	6,893	-9,551	0	-26,065
taxes
TOTAL TAX	-990	-6,172	-15,069	-1,564	-10,462	6,916	-11,242	0	-38,583

(x €1,000)				31/12/2024
(x €1,000)	BE	DE	NL	UK	FI	SE	IE	ES	TOTAL
Current	-421	-2,753	3,333	-4,065	-68	-8	-158	0	-4,140
taxes
Exit tax	135	0	0	0	0	0	0	0	135
Deferred	0	-4,620	0	23,055	-9,301	-5,086	-522	165	3,691
taxes
TOTAL TAX	-286	-7,373	3,333	18,990	-9,369	-5,094	-680	165	-314

Taxes are composed of current taxes, deferred taxes and exit tax.

Current taxes consist primarily of tax generated abroad, tax on the result of consolidated subsidiaries and, to

a lesser extent, of Belgian tax on Aedifica’s non-deductible expenditures (since Belgian REITs benefit from a

specific tax regime, leading to the taxation of only non-deductible costs, such as regional taxes, car costs,

representation costs, social costs, donations, etc.).

Deferred taxes generally arose from the recognition at fair value of buildings located in a country where the

net income is subject to corporate income tax in conformity with IAS 40. This deferred tax (with no monetary

impact, that is to say, non-cash) is thus excluded from the EPRA Earnings* (see Note 24).

As the Group’s parent entity is a Real Estate Investment Vehicle in the sense of the OECD Pillar Two model

rules, Aedifica is excluded from the application of Pillar Two taxes (articles 1.1.3 juncto 1.5.2 of the OECD

Pillar Two model rules).

Fiscal Investment Institutions (‘FBI’) in the Netherlands

Since 1 January 2025, the Fiscal Investment Institutions (Fiscale Beleggingsintellingen, ‘FBI’) regime no longer

applies to REITs investing directly in real estate in the Netherlands, resulting in an increase in the current

corporate taxes. As a reminder, the 2024 figures include a one-off refund of €4.2 million. The amount of

€5,726 k includes €4,812 k in current taxes and €913 k in withholding tax on the dividend for the 2024 financial

year, which was still subject to the FBI regime.

UK REIT regime

To make Aedifica's investments in the United Kingdom more attractive and increase the contribution of UK

operating cash flows to the Group's results, Aedifica decided to operate in the UK under the REIT regime.

In this context, Aedifica has transferred its real estate activities in the UK, Jersey and the Isle of Man to

AED UK Holdings Ltd. This wholly owned non-listed entity now holds the shares of all UK subsidiaries within

the Aedifica group. On 30 January 2024, the holding notified HMRC of its intention to become a REIT. As a

result, the accounting period under the REIT regime began on 1 February 2024. The properties located in

Jersey and the Isle of Man do not benefit from the UK REIT regime.

Under REIT legislation, companies are exempt from UK corporation tax on UK property investment income

and gains on UK property. However, REITs must distribute 90% of underlying tax-exempt property income

(not gains) to shareholders within twelve months. These distributions are subject to a 20% withholding tax.

Following the double tax treaty between the United Kingdom and Belgium, the net impact of the withholding

tax amounts to only 15%.

In the 2024 figures, the accrued deferred tax liabilities in the UK portfolio were reversed following the obtention

of the UK REIT regime.

SOCIMI regime

To enhance its Spanish investments, Aedifica has been operating under the ES-REIT (SOCIMI – ‘Sociedades

Cotizadas de Inversión en el Mercado Inmobiliario’) regime in Spain since 1 January 2025.

In order to benefit from the SOCIMI regime, the Group’s SOCIMI subsidiaries must meet certain distribution

requirements: 100% of profits from dividends received from subsidiaries to which the SOCIMI regime also

applies, at least 50% of profits from capital gains of qualifying SOCIMI assets and at least 80% of remaining

profits.

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Note 18: Earnings per share

The earnings per share (‘EPS’ as defined by IAS 33) is calculated as follows:

	31/12/2025	31/12/2024
Profit (loss) (Owners of the parent) (x €1,000)	244,434	204,831
Weighted average number of shares outstanding during the period	47,550,119	47,550,119
Basic EPS (in €)	5.14	4.31
Diluted EPS (in €)	5.14	4.31

Aedifica uses EPRA Earnings* to comply with the EPRA’s recommendations and to measure its operational

and financial performance; however, this performance measure is not defined under IFRS (see Note 43).

It is calculated as follows:

(x €1,000)	31/12/2025	31/12/2024
Profit (loss) (Owners of the parent)	244,434	204,831
Changes in fair value of investment properties (see Note 10)	-75,397	-15,195
Gain and losses on disposal of investment properties (see Note 8)	11,665	-374
Deferred taxes in respect of EPRA adjustments (see Notes 17 and 24)	26,413	-3,826
Tax on profits or losses on disposals (see Notes 8 and 17)	0	0
Changes in fair value of financial assets and liabilities (see Note 15)	9,567	18,708
Goodwill impairment (see Note 11)	27,615	30,235
Share in the profit or loss of associates and joint ventures accounted for	360	592
using the equity method in respect of EPRA corrections
Non-controlling interests in respect of the above	126	-390
Roundings	0	0
EPRA Earnings*	244,783	234,581
Weighted average number of shares outstanding during the period	47,550,119	47,550,119
EPRA Earnings* per share (in €)	5.15	4.93
EPRA Earnings* diluted per Share (in €)	5.15	4.93

The calculation in accordance with the model recommended by EPRA is included on page 189 of this Annual

Report.

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Note 19: Goodwill

(x €1,000)	31/12/2025	31/12/2024
Gross value at the beginning of the year	165,453	165,284
Cumulative impairment losses at the beginning of the year	-78,090	-47,687
Carrying amount at the beginning of the year	87,363	117,597
Gross value – Additions / transfer	0	0
Gross value – Disposals	0	0
Gross value – Increase / decrease due to foreign exchange rate	-193	168
Impairment losses – Additions	-27,614	-30,235
Impairment losses – Disposals	0	0
Impairment losses – Increase / decrease due to foreign exchange rate	193	-168
Roundings	-1	1
CARRYING AMOUNT AT THE END OF THE YEAR	59,748	87,363
of which: gross value	165,259	165,453
cumulative impairment losses	-105,511	-78,090

In accordance with the requirements of IAS 36 – Impairment of Assets, the Group primarily analysed the

carrying amount of goodwill.

The gross value of goodwill resulting from the acquisition of Hoivatilat Oyj in 2020 remains unchanged

(€161,726 k). It results from the positive difference between the acquisition cost (the price paid for the shares

of Hoivatilat Oyj) and the fair value of the net assets acquired.

When the Aedifica Group acquired Hoivatilat Oyj, the company already had a complete and operational

development team. The goodwill paid by the Aedifica Group is a recognition of the capabilities, know-how

and local connections that enable Hoivatilat Oyj to achieve the expected development goals. Since the

acquisition in January 2020, the company has successfully achieved these development goals and remains

on track with management expectations.

The addition of goodwill in 2021 (£3,043 k on the books of Aedifica UK Limited, the buyer) arose from the

acquisition of Aedifica UK Management Limited (formerly Layland Walker Limited), which is the asset

management company of the UK subsidiaries. It results from the positive difference between the acquisition

cost (the price paid for the shares of Aedifica UK Management Limited) and the fair value of the net assets

acquired. In 2022, a price adjustment arose from the application of the normal share purchase agreement

mechanism, resulting in an addition of €44 k (corresponding to £40 k on the books of Aedifica UK Limited).

The goodwill relating to Aedifica UK Management Limited was fully impaired in 2021 and 2022. The change

in the foreign exchange rate between euro and British pound sterling compared to 31 December 2024 also

resulted in an decrease in both gross value and cumulative impairment losses of €193 k.

Impairment test

On 31 December 2025, the goodwill of the Hoivatilat Oyj acquisition was subject to an impairment test by

comparing the carrying value of the cash generating units to which goodwill is allocated with the recoverable

amount of those Cash Generating Units (CGU). CGU’s to which goodwill is allocated are the existing

investment properties of Hoivatilat in Finland, together with the future development activities in Finland

enabled by Hoivatilat’s internal development team and aligned with the development objectives set as from

acquisition.

In determining the recoverable amount of a cash-generating unit, management uses estimates. The methods

used to calculate the recoverable amount include methods based on discounted cash flows and methods

based on market prices. Discounted cash flow valuations refer to projections based on financial plans

approved by management, which are also used for internal purposes. The chosen planning horizon reflects

the assumptions for short- to medium-term market developments and is taken into account for the calculation

of the perpetual annuity. The terminal value is reached at the end of the planning horizon, taking into account

the achievement of the development pipeline.

On 31 December 2025, the recoverable amount is the estimated fair value less cost of disposal of the

Hoivatilat shares. The fair value less costs of disposal is determined by the Group using the expected future

net cash flows covering the next four years based on the rents of the underlying investment properties and

development projects (as per the tenants’ lease agreements), the expenses to maintain and manage the

property portfolio, and the value of development activities. Cash flows beyond the first 4 planning years are

extrapolated using an appropriate terminal growth rate. This valuation represents a level 3 fair value

measurement. The key assumptions in determining fair value less disposal costs are the completion of the

development pipeline over the next four years, the indexation rate (which also directly affects the terminal

growth rate) and the discount rate. They are mainly derived from internal sources and are based on past

experience and extended by current internal expectations. They are also underlined by external market data

and estimates. Any future changes in the above assumptions could have a significant impact on the fair values

of the cash-generating units.

Management’s approach in the calculation of the fair value less cost of disposal of Hoivatilat:

• The cash flow forecast (based on a budget plan approved by management) applied to determine the

value of investment properties and ongoing development projects covers 4 years after testing date.

• The indexation rate applied to the 4-year forecast is based on the consumer price index in Finland

and varies for each lease.

• The terminal perpetual growth rate applied on the last cash flow of the four year budget stands at 2%,

which corresponds to the ECB's long-term target (2% in the 2024 impairment test).

• The value of development activities is determined assuming that a pipeline of €60 million per year (€60

million per year in the 2024 impairment test) will be developed over 4 years and sold upon completion.

The yield on cost applied to determine the fair value of the non-committed pipeline amounts to approx.

6.5% (6.5% in the 2024 impairment test) and is based on the assumptions used by the independent

real estate experts in the valuation of the existing portfolio. Climate change is one of the variables that

experts include in their valuation.

• Divestments of €15 million per year over 4 years are considered to align with management’s strategic

asset rotation programme (€15 million per year in the 2024 impairment test).

• The discount rate amounts to 5.45% (5.45% in the 2024 impairment test), based on the average

required return on equity and debt. Management applies a capital asset pricing model based on

observable market data.

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The assumptions used in our valuation model for the execution of development activities and maintenance

expenses take into account the current sustainability requirements applicable to this type of assets in Finland.

Climate change brings several challenges that may negatively impact the future value of assets (see risk factor

5. ‘Climate change’ on page 124).

On 31 December 2024, the carrying value amounted to €1,258,805 k and the recoverable amount was

€1,228,571 k.

On 31 December 2025, the carrying value amounted to €1,333,656 k and the recoverable amount was

€1,306,041 k. The negative difference of €27.615 k was recognised as impairment in the Consolidated Income

Statement.

The estimated recoverable amount is negatively impacted by the discount rate.

Sensitivity analysis	Change of recoverable amount (in %)
Sensitivity analysis	31/12/2025	31/12/2024
Change in inflation
+1.00%	23%	23%
+0.50%	11%	11%
-0.50%	-9%	-9%
-1.00%	-18%	-17%
Change in discount rate
+1.00%	-19%	-19%
+0.50%	-10%	-10%
-0.50%	12%	12%
-1.00%	26%	26%

The sensitivity analysis does not consider the effect of one variable on the others, because there is no

consensus on the methodology to be applied in order to quantify such impact.

Note 20: Intangible assets

Intangible assets all have a limited useful life and consist mainly of computer software. Amortisation is

recognised in income under the line ‘overheads’ (see Note 7).

(x €1,000)	31/12/2025	31/12/2024
Gross value at the beginning of the year	4,502	4,412
Amortisations at the beginning of the year	-3,455	-2,749
Carrying amount at the beginning of the year	1,047	1,663
Entries: items acquired separately	156	194
Disposals	0	-104
Amortisations to income statement	-613	-809
Amortisations related to acquisitions and disposals	0	103
CARRYING AMOUNT AT THE END OF THE YEAR	589	1,047
of which: Gross value	4,658	4,502
Amortisations	-4,068	-3,455

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Note 21: Investment properties

Note 21.1: Overview of investment properties

(x €1,000)	31/12/2025	31/12/2024
Marketable investment properties	6,022,722	5,935,278
+ Assets classified as held for sale	69,622	100,207
+ Right of use of plots of land	78,920	74,011
+ Land reserve	11,606	12,966
Marketable investment properties including assets classified as held for sale*, or investment properties portfolio	6,182,870	6,122,462
+ Development projects	102,351	95,677
Investment properties including assets classified as held for sale, or real estate portfolio	6,285,221	6,218,139

All investment properties are located in Belgium, Germany, the Netherlands, the United Kingdom, Finland,

Ireland and Spain.

Assets classified as held for sale (line II.A. included in the assets on the balance sheet) amount to €69.6 million

as at 31 December 2025. They relate to six non-strategic properties in the United Kingdom. These

divestments either optimise the composition and asset quality of our portfolio, or they generate capital that

can be recycled to finance new investment opportunities offering better returns.

Development projects are detailed in the ‘Portfolio’ chapter included in the present Annual Report.

The evolution of the marketable investment properties and development projects is detailed in the following

table:

(x €1,000)	Marketable investment properties	Development projects	TOTAL
CARRYING AMOUNT AS AT 01/01/2024	5,529,564	168,950	5,698,514
Acquisitions	224,987	-	224,987
Disposals	-80,398	-	-80,398
Capitalised interest charges	-	4,101	4,101
Capitalised development costs	-	1,408	1,408
Other capitalised expenses	8,616	134,676	143,292
Spreading of rental gratuities and concessions	10,158	-	10,158
Transfers due to completion	208,523	-208,523	-
Changes in fair value (see Note 10)	25,489	-5,129	20,360
Other expenses booked in the income statement	-	-	-
Net exchange difference on foreign operation	47,947	363	48,310
Transfers to land reserve	2,441	-169	2,272
Assets classified as held for sale	-42,049	-	-42,049
CARRYING AMOUNT AS AT 31/12/2024	5,935,278	95,677	6,030,955

CARRYING AMOUNT AS AT 01/01/2025	5,935,278	95,677	6,030,955
Acquisitions	79,717	8,578	88,295
Disposals	-145,417	-	-145,417
Capitalised interest charges	-	1,929	1,929
Capitalised development costs	64	827	891
Other capitalised expenses	9,242	87,487	96,729
Spreading of rental gratuities and concessions	4,047	-	4,047
Transfers due to completion	99,261	-99,261	-
Changes in fair value (see Note 10)	70,754	7,015	77,769
Other expenses booked in the income statement	-	-	-
Net exchange difference on foreign operation	-60,808	-1,022	-61,830
Transfers to land reserve	-	1,120	1,120
Assets classified as held for sale	30,584	-	30,584
CARRYING AMOUNT AS AT 31/12/2025	6,022,722	102,351	6,125,073

The main impact on net exchange difference on foreign operation is generated by the Group’s operations in

British pound sterling. For more details on the currency valuation method applied within the Group, see

Note 2.

The fair value of the marketable investment properties as at 31 December 2025 is assessed by independent

valuation experts. The average capitalisation rate applied to contractual rents is 6.01% (in accordance with

the valuation methodology – presented in the first bullet of section 1.12 of the Standing Documents included

in the 2025 Annual Report). A positive 0.10% change in the capitalisation rate would lead to a negative change

of approx. €100 million in the portfolio’s fair value.

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Note 21.2: Acquisitions during the financial year

Acquisitions made during a financial year, as detailed in the Financial Review included in the present Annual

Report, can be realised in four ways:

• Acquisition of a property directly, paid in cash, presented under the item ‘Purchase of Investment

Properties and Development Projects’ of the cash flow statement;

• Acquisition of a property, paid in shares, these transactions are not included in the cash flow statement

as they do not generate cash flow;

• Acquisition of the company owning a property, paid in cash, shown under the item ‘Purchase of Real

Estate companies’ of the cash flow statement for the amount of the shares bought;

• Acquisition of the company owning a property, paid in shares, these transactions are not included in

the cash flow statement as they do not generate cash flow.

(x €1,000)		31/12/2025	31/12/2024
Marketable investment properties
	Properties against cash	41,622	113,622
	Properties against shares	-	-
	Companies against cash	38,095	111,365
	Companies against shares	-	-
Development projects
	Properties against cash	4,951	-
	Properties against shares	-	-
	Companies against cash	3,627	-
	Companies against shares	-	-
TOTAL		88,295	224,987

The amount of €46,573 k included in the cash flow statement under the heading ‘Purchase of Investment

Properties and Development Projects’ comprises the sum of the properties paid in cash.

The amount of €41,869 k included in the cash flow statement under the heading ‘Purchase of Real Estate

companies’ comprises among other things the sum of the companies paid in cash.

Note 21.3: Assessment method and unobservable data

All investment properties are considered to be at ‘level 3’ on the fair value scale defined under IFRS 13. This

scale includes three levels: Level 1: observable listed prices in active markets; Level 2: observable data other

than the listed prices included in level 1; Level 3: unobservable data. During the 2025 financial year, there

were no transfers between level 1, level 2 and level 3.

The valuation methodologies (approach under which a capitalisation rate is applied to the estimated rental

value and another approach based on the present value of future cash flows) are described in section 1.12 of

the standing documents of the present Annual Report.

The remaining economic life of the asset is not formally determined, but implicitly recognised through the

discount rate and the exit yield in case of DCF method or implicitly recognised through the capitalisation rate

used for the activation method, including a factor for building obsolescence. In all cases, this remaining

economic life is at least equal to the remaining term of the current lease. The same principle applies to the

operational margin of the operators, which is implicity taken into account in the discount rate and the

capitalisation rate.

For other unobservable input not included in the table on page 156, see section 1 of the ‘Portfolio’ chapter.

The valuation of the buildings is based on an occupancy rate of 100% for the entire healthcare real estate

portfolio. The different parameters applied in the capitalisation method can vary depending on the location of

the assets, the quality of the building, quality of the operator, lease length, the size of the building, square

metre per unit, etc., which explains the significant differences between the minimum and maximum amounts

for these unobservable data. Moreover, these unobservable data may be linked. The capitalisation rate is

determined by the valuation expert based on economic data and benchmarking and takes into account a risk

premium. One of the variables that affect the risk premium is related to climate change.

The fair value is supported by market evidence and is based on valuations provided by valuation experts with

relevant and recognised professional qualifications and recent experience in the geographic areas and

property types included in Aedifica’s portfolio.

In accordance with legal provisions, properties are revalued four times per year based on valuation reports

prepared by the eleven valuation experts appointed by the Company. These valuations are based on:

• information provided by the Company such as contractual rents, rental contracts, investment budgets,

etc. These data are extracted from the Company’s information system and are thus subject to the

Company’s internal control environment;

• assumptions and valuation models used by the valuation experts, based on their professional

judgment and market knowledge.

Reports provided by the valuation experts are reviewed by the Company’s Senior Valuation & Asset Manager,

the Group Controller and the Executive Managers. This includes a review of the changes in fair value over the

period. When the Executive Managers consider that the valuation reports of the valuation experts are

coherent, the valuation report is submitted to the Audit Committee. Following a favourable opinion of the

Audit and Risk Committee, these reports are submitted to the Board of Directors.

The sensitivity of the fair value measurement to a change of the abovementioned unobservable data is

generally as follows (all else being equal):

Unobservable data	Effect on the fair value
Unobservable data	in case of decrease of the unobservable input value	in case of increase of the unobservable input value
ERV / m²	negative	positive
Capitalisation rate	positive	negative
Inflation	negative	positive
Discount rate	positive	negative
Residual maturity (year)	negative	positive

Interrelations between unobservable data are possible, as they are determined in part by market conditions.

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The quantitative information presented below in relation to the determination of the fair value of investment

properties based on unobservable data (level 3) is taken from various reports produced by the valuation

experts:

Type of asset	Fair value as at 31/12/2025	Assessment method	Unobservable data ¹	Min	Max	Weighted
	(x 1,000)					average
HEALTHCARE REAL ESTATE	€6,092,344
Belgium	€1,255,280	DCF & Capitalisation	ERV / m²	88	229	154
			Inflation	2.0%	2.2%	2.1%
			Discount rate	5.4%	8.2%	6.4%
			Capitalisation rate	4.2%	9.3%	5.5%
			Residual maturity (year)	8	26	18
Netherlands	€693,910	DCF & Capitalisation	ERV / m²	54	354	159
			Inflation	2.1%	2.1%	2.1%
			Discount rate	4.3%	7.5%	5.9%
			Capitalisation rate	4.2%	10.0%	5.8%
			Residual maturity (year)	5	23	14
Germany	€1,190,020	DCF	ERV / m²	44	177	120
			Inflation	1.8%	2.0%	1.9%
			Discount rate	4.5%	7.0%	5.4%
			Residual maturity (year)	4	28	20
United Kingdom	€1,252,567	Capitalisation	ERV / m²	97	428	237
	£1,092,590		Capitalisation rate	4.5%	11.0%	6.2%
			Residual maturity (year)	9	34	22
Finland	€1,233,640	DCF	ERV / m²	130	343	226
			Inflation	1.8%	2.3%	1.8%
			Discount rate	6.2%	9.0%	6.8%
			Residual maturity (year)	0	28	12
Sweden 2	-			-	-	-
Ireland	€432,802	Capitalisation	ERV / m²	57	387	242
			Capitalisation rate	4.7%	5.5%	5.0%
			Residual maturity (year)	16	24	22
Spain	€34,125	DCF	ERV / m²	88	100	93
			Inflation	2.0%	2.0%	2.0%
			Discount rate	5.4%	5.8%	5.6%
			Residual maturity (year)	20	30	27
DEVELOPMENT PROJECTS	€102,351	DCF & Capitalisation	ERV / m²	23	402	199
			Inflation	1.8%	2.0%	1.8%
			Discount rate	5.0%	7.3%	6.2%
			Capitalisation rate	2.4%	6.3%	4.6%
			Residual maturity (year)	0	30	16
Total	€6,194,695

1. ERV / m²: This ratio, expressed in local currency, is obtained by averaging by country the following calculation per

asset: fair value weighted ERV/square metres. The ERV/m² can be converted to Group currency based on the

exchange rate of 31 December 2025 (0.87228 EUR/GBP).

2. The Swedish portfolio was divested in 2025 (see page 71).

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Type of asset	Fair value as at 31/12/2024	Assessment method	Unobservable data ¹	Min	Max	Weighted
	(x 1,000)					average
HEALTHCARE REAL ESTATE	€6,035,485
Belgium	€1,254,966	DCF & Capitalisation	ERV / m²	88	212	147
			Inflation	2.0%	2.2%	2.1%
			Discount rate	5.3%	8.0%	6.2%
			Capitalisation rate	4.4%	8.7%	5.5%
			Residual maturity (year)	9	27	19
Netherlands	€673,240	DCF & Capitalisation	ERV / m²	45	293	152
			Inflation	2.3%	2.3%	2.3%
			Discount rate	4.3%	7.8%	5.8%
			Capitalisation rate	4.1%	9.0%	5.7%
			Residual maturity (year)	6	24	15
Germany	€1,176,156	DCF	ERV / m²	42	228	127
			Inflation	1.9%	2.0%	2.0%
			Discount rate	4.6%	7.1%	5.3%
			Residual maturity (year)	5	29	21
United Kingdom	€1,278,891	Capitalisation	ERV / m²	91	428	217
	£1,058,089		Capitalisation rate	4.5%	11.0%	6.2%
			Residual maturity (year)	9	35	22
Finland	€1,131,710	DCF	ERV / m²	130	342	228
			Inflation	1.9%	2.3%	1.9%
			Discount rate	6.4%	8.6%	6.9%
			Residual maturity (year)	0	29	12
Sweden	€93,641	DCF	ERV / m²	2,129	3,125	2,763
	SEK 1,073,000		Inflation	1.9%	1.9%	1.9%
			Discount rate	7.2%	8.1%	7.6%
			Residual maturity (year)	2	16	11
Ireland	€424,760	Capitalisation	ERV / m²	57	387	239
			Capitalisation rate	4.7%	5.5%	5.0%
			Residual maturity (year)	17	25	23
Spain ²	€2,122	DCF	ERV / m²	0	0	0
DEVELOPMENT PROJECTS	€95,677	DCF & Capitalisation	ERV / m²	12	361	167
			Inflation	1.9%	2.0%	2.0%
			Discount rate	4.8%	8.5%	7.0%
			Capitalisation rate	4.9%	5.3%	5.0%
			Residual maturity (year)	0	30	13
Total	€6,131,162

1. ERV / m²: This ratio, expressed in local currency, is obtained by averaging by country the following calculation per

asset: fair value weighted ERV/square metres. The ERV/m² can be converted to Group currency based on the

exchange rate of 31 December 2024 (0.82735 EUR/GBP and 11.45817 EUR/SEK).

2. Spain: No unobservable data is disclosed as there are no operational marketable investment properties as at

31 December 2024.

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Note 22: Other tangible assets

(x €1,000)	31/12/2025	31/12/2024
Gross value at beginning of the period	11,540	7,707
Depreciation at beginning of period	-7,191	-5,522
Carrying amount at beginning of period	4,348	2,184
Additions	1,019	3,889
Disposals	-87	-56
Depreciations to income statement	-1,897	-1,695
Depreciations related to acquisitions and disposals	79	26
CARRYING AMOUNT AT END OF PERIOD	3,461	4,348
of which: Gross value (excl. IFRS 16)	3,151	2,975
Right of use assets (in accordance with IFRS 16)	9,320	8,565
Depreciations (excl. IFRS 16)	-2,770	-2,562
Depreciations on right of use assets (in accordance with IFRS 16)	-6,240	-4,630

Depreciation is recognised in income under the line ‘overheads’ (see Note 7).

Note 23: Non-current financial assets and other financial liabilities

(x €1,000)	31/12/2025	31/12/2024
Receivables
Collateral	50	253
Other non-current receivables from associates	0	0
Other non-current receivables	31	30
Assets at fair value through profit or loss
Hedging instruments (see Note 32)	40,831	53,990
TOTAL NON-CURRENT FINANCIAL ASSETS	40,912	54,273
Liabilities at fair value through profit or loss
Hedging instruments (see Note 32)	-5,598	-9,021
Other	-6,481	-6,332
Total non-current financial liabilities
Hedging instruments (see Note 32)	-1,364	-1,901
Non current lease liability (in accordance with IFRS 16)	-82,133	-77,647
TOTAL OTHER NON-CURRENT FINANCIAL LIABILITIES	-95,577	-94,901
Total current financial liabilities
Current lease liability (in accordance with IFRS 16)	-3,191	-3,281
TOTAL OTHER CURRENT FINANCIAL LIABILITIES	-3,191	-3,281

The collateral at fair value (€50 k; 31 December 2024: €253 k) includes blocked funds in Belgium, Germany,

the Netherlands, Ireland and Finland.

Assets and liabilities recognised at fair value through profit or loss consist primarily of hedging instruments.

However, they hedge interest rate risks. The cash flows generated by all hedges, as well as the changes in

fair value taken into income, are presented in Notes 13 and 15.

The other liabilities recognised at fair value through profit or loss (€6,481 k; 31 December 2024: €6,332 k)

include the put options granted to non-controlling shareholders (see Notes 15 and 42).

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Note 24: Deferred taxes

The deferred taxes recognised in the balance sheet arise from the acquisitions of investment properties

located outside of Belgium. They generally result from the temporary difference between the buildings’ fair

value and the assessed value used for tax purposes.

The increase in deferred tax liabilities is mainly due to additional deferred taxes in Finland resulting from tax

amortisation, the general increase in the fair value of properties, the adoption of deferred taxes in Dutch

subsidiaries following the abolition of the ‘FBI’ REIT regime in 2024 (see also Note 17), and an adjustment in

the historical cost value of several properties in Ireland. This increase was partially offset by the reversal of

deferred taxes resulting from the sale of the Swedish portfolio.

Changes in deferred taxes are as follows (see also Note 17):

(x €1,000)	Assets	Liabilities
CARRYING AMOUNT AS AT 1/01/2024	3,023	-138,658
Originations	-854	5,420
Reversals	-1,345	0
Scope changes	0	0
CARRYING AMOUNT AS AT 31/12/2024	823	-133,238

(x €1,000)	Assets	Liabilities
CARRYING AMOUNT AS AT 01/01/2025	823	-133,238
Originations	60	-33,019
Reversals	0	6,654
Scope changes	0	0
CARRYING AMOUNT AS AT 31/12/2025	883	-159,603

Note 25: Trade receivables

(x €1,000)	31/12/2025	31/12/2024
TRADE RECEIVABLES - NET VALUE	17,469	19,526

It is anticipated that the carrying amount of trade receivables will be recovered within twelve months. This

carrying amount represents an estimate of the fair value of assets that do not generate interest.

The credit risk associated with trade receivables is limited thanks to the diversity of the client base and rental

guarantees (€66.7 million) received from tenants to cover their commitments. In the United Kingdom, collateral

on the companies is used as a guarantee (in the form of ‘debentures’). The carrying amount on the balance

sheet is presented net of the provision for doubtful debts. Thus, the risk of exposure to credit risk is reflected

in the carrying amount of receivables recognised on the balance sheet.

Trade receivables are analysed as follows:

(x €1,000)	31/12/2025	31/12/2024
under 90 days	3,110	4,950
over 90 days	3,161	2,135
Subtotal	6,271	7,085
Not due	13,452	14,354
Write-downs	-2,254	-1,913
CARRYING AMOUNT	17,469	19,526

The variation of write-downs is recognised in income under the line ‘write-downs on trade receivables’

(see Note 4).

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Note 26: Tax receivables and other current assets

(x €1,000)	31/12/2025	31/12/2024
Tax	7,221	8,910
Other	1,853	2,424
TOTAL	9,074	11,334

Tax receivables mainly comprise VAT receivables and expected refunds of overpaid corporate income tax.

Note 27: Cash and cash equivalents

(x €1,000)	31/12/2025	31/12/2024
Short-term deposits	0	0
Cash at bank and in hands	21,952	18,451
TOTAL	21,952	18,451

Note 28: Deferred charges and accrued income

(x €1,000)	31/12/2025	31/12/2024
Accrued rental income	580	-1
Deferred property charges	1,233	1,228
Accrued interests and deferred financial charges	7,151	10,722
Deferred charges on future projects	6,801	4,985
Other	0	0
TOTAL	15,765	16,934

Deferred charges on future projects include €3.1 million in transaction costs relating to the exchange offer,

which were already paid in 2025.

Note 29: Equity

Aedifica did not carry out any capital increases during the 2025 financial year.

The capital has not evolved since the beginning of the financial year:

	Number of shares	Capital (x €1,000)
Situation at the beginning of the previous year	47,550,119	1,254,742
Situation at the end of the previous year	47,550,119	1,254,742
Situation at the end of the year	47,550,119	1,254,742

Capital is presented above before subtracting the costs of raising capital (the capital value presented on the

balance sheet, is shown net of these costs, in accordance with IFRS).

The table below provides an overview of Aedifica's shareholders who hold more than 5% of the voting rights

(based on the number of shares communicated by the shareholders concerned on the date of notification –

see also section 3.4 ‘Shareholding structure’ of the ‘Financial Review’ chapter). Declarations of transparency

and control strings are available on Aedifica’s website. According to Euronext’s definition, the free float is

100%.

SHAREHOLDERS Voting rights (in #)	Date of the notification	Voting rights (in %)
BlackRock, Inc. 12,849,700	29/12/2025	5.99
Goldman Sachs Group 22,554,740	04/11/2025	5.37
Other < 5%		88.64
TOTAL		100.00

1. The most recent transparency notification from BlackRock, Inc. dates from 13 March 2026. In that notification,

BlackRock, Inc. stated that it held 4,829,214 voting rights (5.79%).

2. The most recent transparency notification from Goldman Sachs Group dates from 16 March 2026. In that notification,

Goldman Sachs Group stated that it held 3,954,501 voting rights (4.74%).

The capital increases are disclosed in the ‘Standing Documents’ section of the present Annual Report. All

subscribed shares are fully paid-up, with no par value. The shares are either registered or dematerialised and

grant one vote each. As at 31 December 2025, all 47,550,119 issued shares are listed on the regulated

markets of Euronext Brussels and Euronext Amsterdam.

As at 31 December 2025, Aedifica NV/SA holds 855 treasury shares.

annual report 2025 - FINANCIAL STATEMENTS AEDIFICA

CONTENTS

THIS IS AEDIFICA

TRENDS, STRATEGY &

VALUE CREATION

OUR APPROACH TO CSR

BUSINESS REVIEW

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

160

The Board of Directors is authorised to increase the capital in one or more instalments, on the dates and in

accordance with the terms and conditions as will be determined by the Board of Directors, by a maximum

amount of:

• 1) 50% of the amount of the capital on the date of the extraordinary general meeting of 14 May 2024,

as the case may be, rounded down to the euro cent for capital increases by contribution in cash

whereby the possibility is provided for the exercise of the preferential subscription right or the priority

allocation right by the shareholders of the Company;

• 2) 20% of the amount of the capital on the date of the extraordinary general meeting of 14 May 2024,

as the case may be, rounded down to the euro cent for capital increases in the framework of the

distribution of an optional dividend;

• 3) 10% of the amount of the capital on the date of the extraordinary general meeting of 14 May 2024,

as the case may be, rounded down to the euro cent for a) capital increases by contribution in kind,

b) capital increases by contribution in cash without the possibility for the shareholders of the Company

to exercise the preferential subscription right or priority allocation right, or c) any other kind of capital

increase;

provided that the capital within the context of the authorised capital can never be increased by an amount

higher than the capital on the date of the extraordinary general meeting that approves the authorisation. This

authorisation is granted for a renewable period of two years, calculated from the publication of the minutes

of the extraordinary general meeting of 14 May 2024, in the annexes to the Belgian Official Gazette. For each

capital increase, the Board of Directors will determine the price, the issue premium (if any) and the terms and

conditions of issue of the new securities.

The capital increases that are thus decided on by the Board of Directors may be subscribed to in cash, in

kind, or by means of a mixed contribution, or by incorporation of reserves, including profits carried forward

and issue premiums as well as all equity components under the Company’s statutory IFRS financial

statements (drawn up in accordance with the regulations applicable to the regulated real estate companies)

which are subject to conversion into capital, with or without the creation of new securities. These capital

increases can also be realised through the issue of convertible bonds, subscription rights or bonds repayable

in shares or other securities which may give rise to the creation of the same securities.

On 31 December 2025, the balance of the authorised capital amounts to:

• 1) €627,371,130.01 for capital increases by contribution in cash whereby the possibility is provided

for the exercise of the preferential subscription right or the priority allocation right by the shareholders

of the Company;

• 2) €250,948,452.00 for capital increases in the framework of the distribution of an optional dividend;

• 3) €125,474,226.00 for a. capital increases by contribution in kind, b. capital increases by contribution

in cash without the possibility for the shareholders of the Company to exercise the preferential right

or priority allocation right, or c. any other kind of capital increase;

provided that the capital within the context of the authorised capital can never be increased by an amount

that exceeds the legal maximum amount of the capital of €1,254,742,260.03, on the dates and in accordance

with the terms and conditions as will be determined by the Board of Directors.

The Board of Directors has proposed to distribute a dividend of €4.00 gross per share (coupon no. 36), i.e. a

total dividend of €333,882 k (taking into account the new shares issued on 10 March 2026, all of which are

entitled to the full dividend for the 2025 financial year).

Taking into account the Royal Decree of 13 July 2014, on 31 December 2025 the available (statutory) reserves

calculated in accordance with Article 7:212 of the Companies and Associations Code amount to €1,286,122 k,

after the dividend distribution proposed above (31 December 2024: €1,251,558 k). Detailed calculations are

provided in the notes to the attached Abridged Statutory Accounts.

Aedifica defines capital in accordance with IAS 1 p134 as the sum of all equity accounts. The equity level is

monitored using the consolidated debt-to-assets ratio (calculated in accordance with the provisions of the

Royal Decree of 13 July 2014 – see Note 40), which cannot exceed 60% according to the credit agreements

in place with the Company’s banks (see Notes 31 & 35). Equity is monitored with a view to the continuity of

business activities and the financing of growth.

Note 30: Provision

Aedifica takes out group insurance for all of its employees and the members of its Executive Committee

(Executive Managers). The purpose of these contributions is to provide the following benefits:

• payment of a ‘Life’ benefit to the member if alive on the date of retirement;

• payment of a ‘Death’ benefit to the member’s beneficiaries in the event of death before retirement;

• payment of disability benefits in the event of a non-occupational accident or long-term illness;

• exemption from premiums in the same cases.

For Belgian employees, it consists of a defined contribution group insurance plan for which there are no

personal contributions from the beneficiaries.

In accordance with the law of 18 December 2015, Belgian workers benefit from a minimum guaranteed return

on the ‘Life’ portion of the premiums. For ‘branch 21’ type insurance policies, the new guaranteed rate applies

to new contributions (employer/personal) paid from 1 January 2016, but the old guarantee (3.25% on the

employer’s contributions and 3.75% on the worker’s) remains applicable for the minimum reserve built up as

at 31 December 2015. As from 2016, the minimum return required by the law on supplementary pensions fell

to 1.75%. This may generate a liability in the employer’s accounts. This minimum return obligation is not

applicable to the pension plan for the members of the Executive Committee members with self-employed

status.

As the potential impact is immaterial, no provisions were made.

In previous years, an additional defined contribution plan was introduced in Germany, the Netherlands and

the United Kingdom. For these plans, the problem of having to recognise a provision does not arise since,

according to IAS 19, this is not a ‘defined benefit’ plan.

annual report 2025 - FINANCIAL STATEMENTS AEDIFICA

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TRENDS, STRATEGY &

VALUE CREATION

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BUSINESS REVIEW

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STATEMENT

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Note 31: Borrowings

(x €1,000)	31/12/2025	31/12/2024
Non-current financial debts	1,933,720	2,065,194
Credit institutions	1,142,383	1,263,111
Other	791,337	802,083
Current financial debts	551,287	448,442
Credit institutions	67,287	134,392
Other	484,000	314,050
TOTAL	2,485,007	2,513,636

The classification between current and non-current financial debts is based on the maturity dates of the credit

lines on which the drawings are made instead of the maturity dates of the drawings.

On 31 December 2025, Aedifica had committed credit facilities totalling €2,438 million granted by 19 banks

and an institutional investor.

• Aedifica can use up to €2,314 million depending on its needs, as long as the debt-to-assets ratio does

not exceed 60% and other covenants are met (in line with market practice). Each withdrawal is made

in euro for a period of up to 12 months, at a fixed margin set with reference to the Euribor rate

prevailing at the time of the withdrawal. €276 million of these credits lines were directly contracted by

Hoivatilat Oyj.

• Aedifica has contracted a €50 million bilateral fixed-rate facility with a Dutch institutional investor to

finance care homes in the Netherlands.

• Aedifica also has amortising facilities with fixed interest rates between 0.8% and 5.8% amounting to

€35 million and variable interest rates amounting to €39 million, of which €38 million are credits held

directly by Hoivatilat Oyj.

Aedifica NV/SA also has a €600 million treasury notes programme, of which €450 million is available for

treasury notes with a duration of less than one year and €150 million is available for treasury notes with a

duration of more than one year.

ISIN code	Nominal amount (in € million)	Maturity (years)	Issue date	Maturity date	Coupon (%)
BE6310388531	15	10	21/12/2018	21/12/2028	2.176%
BE6322837863	40	7	25/06/2020	25/06/2027	1.466%
BE6323122802	12	10	15/07/2020	15/07/2030	1.850%
BE6325869145	10	7	16/12/2020	16/12/2027	1.274%
BE6326201553	10	7	14/01/2021	14/01/2028	1.329%

• Under this programme, Aedifica has completed 5 private placements (see table above) amounting to

€87 million. These amounts are presented on line ‘Other’ of the ‘Non-current financial debts’.

• As at 31 December 2025, the short-term portion of the treasury notes programme (listed under the

heading ‘Other’ of ‘Current financial debts’) is fully utilised for an amount of €450 million.

Hoivatilat Oyj also issues treasury notes in its own name. As at 31 December 2025, the outstanding amount

is €34 million (listed under the heading ‘Other’ of ‘Current financial debts’).

The entire outstanding amount of the treasury notes programme is fully backed by the available funds on

confirmed long-term credit lines.

Moreover, in 2021, Aedifica successfully issued:

• a bond (‘USPP’) of £180 million through a private placement with US, UK and Canadian institutional

investors. The bonds have maturities of 7 & 12 years with a coupon of 2.58% & 2.79% respectively.

• its first benchmark Sustainability Bond (ISIN BE6330288687) for an amount of €500 million with a

tenor of 10 years and a coupon of 0.75% per annum.

Loans contracted under Aedifica’s Sustainable Finance Framework or linked to sustainability KPIs amount to

€1,701 million (53% of committed long-term credit lines), of which €1,041 million is drawn on 31 December

2025, demonstrating the Group’s wish to further diversify its sources of financing and to integrate ESG criteria

into its financial policy.

The average cost of debt* including commitment fees stands at 2.1% (31 December 2024: 2.0%) owing to

the interest rate hedges Aedifica had in place. Taking into account the duration of the drawings, the carrying

amount of the financial debts with variable interest rate approximates their fair value (€1,609 million). The

interest rate hedges are discussed in Note 32. The fair value of the financial debts with fixed interest rate

(€876 million) is estimated at €784 million.

As at 31 December 2025, the Group did not mortgage or pledge any Belgian, Dutch, British, Irish or Spanish

building to its creditors. In Germany and Finland, however, it is common practice for real estate to be secured

as part of bank financing. As at 31 December 2025, the ratio between the secured financial debt and the total

consolidated assets was 2% and the ratio between the encumbered assets and the total consolidated assets

was 4%.

Taking these elements into account, the maturity dates of Aedifica’s financial debts as at 31 December 2025

are as follows:

Financial debt	Committed financing		Short-term treasury notes
(in € million) 1	Lines	Utilisation	Short-term treasury notes
31/12/2026	215	50	484
31/12/2027	741	541	-
31/12/2028	861	559	-
31/12/2029	67	27	-
31/12/2030	557	177	-
31/12/2031	603	508	-
>31/12/2031	187	142	-
Total debt as at 31 December 2025	3,232	2,005	484

1. Amounts in GBP were converted into EUR based on the exchange rate of 31 December 2025 (0.87228 EUR//GBP).

As at 31 December 2025, the weighted average maturity of the drawn financial debt is 3.4 years. Available

committed financing amounts to €1,227 million. After deducting the backup for the short-term treasury notes,

the available liquidity stands at €743 million.

annual report 2025 - FINANCIAL STATEMENTS AEDIFICA

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TRENDS, STRATEGY &

VALUE CREATION

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Note 32: Hedging instruments

Aedifica takes on a large proportion of its financial debts at floating rates and is therefore able, where

appropriate, to benefit from low interest rates on the unsecured portion of its borrowings. In order to limit the

interest rate risk, Aedifica has put in place hedges that allow for the conversion of floating-rate debt to fixed-

rate debt, or to capped-rate debt (‘cash flow hedges’).

Furthermore, the acquisition of the healthcare real estate portfolio in the United Kingdom in February 2019

has exposed the Group to foreign exchange rate risk.

The foreign exchange rate risk is partly hedged by loans denominated in pound sterling, providing a natural

hedge against exposure to assets in the United Kingdom: on the one hand by a private placement of

£180 million and on the other hand by bank loans totalling £160 million (see Note 35).

Note 32.1: Management of interest rate risk

1.1 Framework

All hedges (interest rate swaps or ‘IRS’ and caps) are related to existing or highly probable risks. Aedifica

applies hedge accounting to some derivatives initiated before 2017 that meet the criteria to allow hedge

accounting. From 2017, in line with market practice, Aedifica chose not to apply hedge accounting to

derivatives, even if they meet those strict criteria. The change in the fair value of the financial derivatives has

no impact on EPRA Earnings, the main KPI for dividend distribution, and therefore the application of hedge

accounting has limited added value.

Nevertheless, all derivatives provide economic hedging against interest rate risk, regardless of their

accounting method. All hedges are provided in the framework of the hedging policy set out in Note 35. The

fair value of these instruments is assessed on the basis of the present value of the estimated expected cash

flows based on market data. This fair value is adjusted in accordance with IFRS 13 to reflect the company’s

own credit risk (‘debit valuation adjustment’ or ‘DVA’) and the counterparty’s credit risk (‘credit valuation

adjustment’ or ‘CVA’). The tables below list the Company’s hedging instruments.

INSTRUMENT	Notional	Beginning	Periodicity	Duration	Hedge	Interest	Fair
Analysis as at	amount		(months)	(years)	accounting	rate	value
31/12/2024	(x 1,000)				(yes/no)	(in %)	(x €1,000)
IRS	€25,000	02/08/2019	3	8	Yes	0.33	1,120
IRS	€25,000	02/05/2019	3	6	Yes	1.10	196
IRS	€25,000	01/07/2019	3	6	No	1.69	95
IRS	€50,000	01/07/2024	3	4	No	0.08	3,427
IRS	€50,000	02/01/2023	3	2	No	2.80	1
IRS	€50,000	02/01/2023	3	2	No	2.67	1
IRS	€50,000	02/01/2023	3	5	No	2.50	-599
IRS	€50,000	01/04/2025	3	3	No	2.50	-658
IRS 1	€2,042	30/09/2019	3	12	No	1.55	42
IRS 2	€8,257	01/04/2011	3	32	Yes	4.89	-1,901
IRS	€25,000	03/02/2020	3	10	Yes	0.66	1,630
IRS	€15,000	01/07/2019	3	10	No	2.01	78
IRS	€8,000	01/07/2019	3	10	No	2.05	28
IRS	€12,000	01/07/2019	3	10	No	1.99	71
IRS	€50,000	01/02/2022	3	3	No	0.46	118
IRS 2	€18,438	31/07/2014	3	29	No	4.39	-3,044
IRS	€25,000	03/07/2019	3	10	No	1.04	1,247
IRS	€200,000	01/07/2024	3	4	No	-0.02	14,455
IRS	€50,000	01/01/2023	3	3	No	1.58	317
IRS	€50,000	01/01/2023	3	5	No	2.69	-886
IRS	€50,000	01/01/2027	3	3	No	2.25	-105
IRS	€50,000	03/02/2025	3	4	No	0.15	3,748
IRS	€100,000	01/07/2024	3	4	No	0.07	6,912
IRS	€50,000	01/07/2024	3	4	No	0.12	3,367
IRS	€50,000	02/01/2023	3	4	No	1.30	790
IRS	€50,000	02/01/2024	3	3	No	2.53	-479
IRS	€50,000	01/04/2027	3	3	No	2.16	51
IRS	€50,000	02/01/2025	3	3	No	2.56	-692
IRS	€50,000	03/01/2028	3	3	No	2.09	249
IRS	€50,000	02/01/2025	3	4	No	0.05	4,004
IRS	€50,000	02/01/2025	3	4	No	0.06	3,963
IRS	€50,000	02/01/2026	3	3	No	2.44	-512
IRS	€50,000	01/01/2023	3	5	No	2.59	-729
IRS	€50,000	01/01/2025	3	3	No	2.85	-1,116
IRS	£50,000	28/07/2022	3	5	No	2.46	2,400
IRS	£60,000	07/07/2022	3	5	No	2.43	2,887
IRS	£50,000	28/07/2022	3	5	No	2.29	2,631
IRS	€15,000	31/03/2020	1	5	No	0.46	100
CAP	€100,000	04/01/2021	3	4	No	0.25	7
TOTAL 3	€1,847,126						43,214

1. Notional amount depreciable over the duration of the swap.

2. Notional amount depreciable over the duration of the swap. Aedifica and the bank may liquidate in advance these

contracts every 10 years.

3. Notional amounts in GBP are converted into EUR based on the exchange rate of 31 December 2024

(0.82735 EUR/GBP).

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STATEMENT

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INSTRUMENT	Notional	Beginning	Periodicity	Duration	Hedge	Interest	Fair
Analysis as at	amount		(months)	(years)	accounting	rate	value
31/12/2025	(x 1,000)				(yes/no)	(in %)	(x €1,000)
IRS	€25,000	02/08/2019	3	8	Yes	0.33	688
IRS	€50,000	01/07/2024	3	4	No	0.08	2,576
IRS	€50,000	02/01/2023	3	5	No	2.50	-369
IRS	€50,000	01/04/2025	3	3	No	2.50	-383
IRS 1	€1,750	30/09/2019	3	12	No	1.55	41
IRS 2	€7,978	01/04/2011	3	32	Yes	4.89	-1,365
IRS	€25,000	03/02/2020	3	10	Yes	0.66	1,427
IRS	€15,000	01/07/2019	3	10	No	2.01	141
IRS	€8,000	01/07/2019	3	10	No	2.05	64
IRS	€12,000	01/07/2019	3	10	No	1.99	119
IRS 2	€17,454	31/07/2014	3	29	No	4.39	-2,070
IRS	€25,000	03/07/2019	3	10	No	1.04	1,154
IRS	€200,000	01/07/2024	3	4	No	-0.02	10,835
IRS	€50,000	02/01/2025	3	4	No	0.05	3,214
IRS	€50,000	01/01/2023	3	3	No	1.58	1
IRS	€50,000	01/01/2023	3	5	No	2.69	-562
IRS	€50,000	01/01/2027	3	3	No	2.25	278
IRS	€50,000	01/04/2027	3	3	No	2.28	308
IRS	€50,000	01/04/2027	3	3	No	2.30	271
IRS	€50,000	01/04/2027	3	3	No	2.25	350
IRS	€50,000	03/02/2025	3	4	No	0.15	3,151
IRS	€100,000	01/07/2024	3	4	No	0.07	5,197
IRS	€50,000	01/07/2024	3	4	No	0.12	2,535
IRS	€50,000	02/01/2023	3	4	No	1.30	368
IRS	€50,000	02/01/2024	3	3	No	2.53	-299
IRS	€50,000	01/04/2027	3	3	No	2.16	478
IRS	€50,000	02/01/2025	3	3	No	2.56	-432
IRS	€50,000	03/01/2028	3	3	No	2.09	771
IRS	€50,000	02/01/2025	3	4	No	0.06	3,192
IRS	€50,000	02/01/2026	3	3	No	2.44	-305
IRS	€50,000	03/01/2028	3	3	No	2.30	475
IRS	€50,000	01/01/2023	3	5	No	2.59	-458
IRS	€50,000	01/01/2025	3	3	No	2.85	-719
IRS	€50,000	03/01/2028	3	3	No	2.37	374
IRS	£50,000	28/07/2022	3	5	No	2.46	843
IRS	£60,000	07/07/2022	3	5	No	2.43	1,009
IRS	£50,000	28/07/2022	3	5	No	2.29	975
TOTAL 3	€1,770,610						33,874

1. Notional amount depreciable over the duration of the swap.

2. Notional amount depreciable over the duration of the swap. Aedifica and the bank may liquidate in advance these

contracts every 10 years.

3. Notional amounts in GBP are converted into EUR based on the exchange rate of 31 December 2025

(0.87228 EUR/GBP).

The total notional amount of €1,771 million presented in the table above is broken down as follows:

• operational and active instruments: €1,321 million;

• instruments with forward start: €450 million.

The total fair value of the hedging instruments presented in the table above (+€33,874 k) can be broken down

as follows: €40,836 k on line I.E. of the asset side of the consolidated balance sheet and €6,962 k on line

I.C.a. of the liability side of the consolidated balance sheet.

1.2 Derivatives for which hedge accounting is applied

(x €1,000)	31/12/2025	31/12/2024
Changes in fair value of the derivatives
Beginning of the year	1,708	4,642
Changes in the effective portion of the fair value of hedging instruments	796	1,115
(accrued interests)
Transfer to the income statement of interests paid on hedging instruments	-1,090	-3,869
Transfer to the reserve account regarding revoked designation	0	0
Transfer to the reserve account of the net gain or loss on matured hedges	-180	-180
AT YEAR-END	1,234	1,708

The amounts recorded in equity will be transferred to net finance costs in line with the payment of interest on

the hedged financial debt, between 1 January 2026 and 31 July 2043.

The year-end equity value includes the effective part (as defined in IFRS 9) of the change in fair value (loss of

€294 k) of the financial instruments corresponding to the derivatives for which hedge accounting may be

applied, and the ineffective portion of the 2024 financial year (nil) that was appropriated in 2025 by decision

of the Annual General Meeting held in May 2025. These financial instruments are ‘level 2’ derivatives

(according to IFRS 13p81). The ineffective part (according to IAS 39) is nil as at 31 December 2025.

1.3 Derivatives for which hedge accounting is not applied

The financial result includes a loss of €9,045 k (31 December 2024: a loss of €17,940 k), arising from the

change in the fair value of derivatives for which hedge accounting is not applied (in line with IFRS 9, as listed

in the aforementioned framework) and the linear amortisation of the fair value of disqualified derivatives as of

their date of disqualification, which is nil (31 December 2024: a loss of €298 k) (see Note 15). The latter is

recognised on line ‘II. H. Other comprehensive income, net of taxes’ of the Consolidated Statement of

Comprehensive Income. These financial instruments are ‘level 2’ derivatives (as defined in IFRS 13p81). The

financial result also includes the amortisation of the premiums paid upon subscription to caps or floors

(31 December 2025: €56 k, 31 December 2024: €256 k), as well as the amortisation of unwinding gains on

caps or floors (31 December 2025: €201 k, 31 December 2024: €100 k).

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1.4 Sensitivity analysis

The fair value of the hedging instruments is determined by the interest rates on the financial markets. These

changes partly explain the change in the fair value of the hedging instruments between 1 January 2025 and

31 December 2025. This resulted in a loss of €9,045 k, recognised in the income statement, and to a loss of

€294 k, recognised in equity.

A change in the interest rate curve would impact the fair value of instruments for which hedge accounting is

applied (in accordance with IFRS 9), and recognised in equity (line ‘I.C.d. Reserve for the balance of changes

in fair value of authorised hedging instruments qualifying for hedge accounting as defined under IFRS’).

Assuming all other factors remain constant, a 10 bps increase in the interest rate curve on the balance sheet

date would have a positive impact on equity of €188 k (€255 k on 31 December 2024). A negative change of

10 bps would have a negative impact in the same range. However, the impact of a change in the interest rate

on the fair value of instruments for which hedge accounting is not applied cannot be determined as precisely

since, if there are any options in the portfolio, these can be embedded within these instruments. The fair value

of these options will change in a non-symmetric and non-linear pattern and is a function of other parameters

(e.g. volatility of interest rates). The sensitivity of the ‘mark-to-market’ value of these instruments to an

increase of 10 bps of the interest rate is estimated to have a positive impact of €3,766 k (€4,264 k on

31 December 2024) on the income statement. Conversely, a decrease of 10 bps in the interest rate would

have a negative impact of a similar magnitude, as there are currently no outstanding options.

Note 32.2: Management of foreign exchange risk

All hedges (forward purchase contracts of foreign currencies) are related to existing or highly probable risks.

The hedging instruments are derivatives for which Aedifica will not systematically apply hedge accounting

and which provide economic hedging against foreign exchange risk. All hedges are provided in the framework

of the hedging policy set out in Note 35. The fair value of these instruments is assessed on the basis of the

present value of the estimated cash flows based on market data. These financial instruments are ‘level 2’

derivatives (according to IFRS 13p81). As at 31 December 2025, Aedifica had no hedging contracts in place.

During the financial year, cash flows linked to Aedifica’s external debt denominated in pound sterling have

partially offset net cash flows resulting from financial income from intra-group loans, other intra-group

revenues and capital expenditures in the United Kingdom. In addition, some forward contracts were

contracted and settled during 2025 to further hedge financial income from intra-group loans.

Note 33: Trade payables and other currents debts

(x €1,000)	31/12/2025	31/12/2024
Trade debts	31,924	30,619
Exit tax	82	1,400
Taxes, social charges and salaries debts
Tax	9,046	10,662
Salaries and social charges	6,357	6,227
Other
Dividends of previous years	25	25
TOTAL	47,434	48,933

The majority of trade payables and other current debts (recognised as ‘financial liabilities at amortised cost’

under IFRS 9, excluding taxes covered by IAS 12 and remuneration and contributions to social security plans

covered by IAS 19) should be settled within 12 months. The carrying amount constitutes an approximation of

their fair value.

Note 34: Accrued charges and deferred income

(x €1,000)	31/12/2025	31/12/2024
Property income received in advance	5,738	10,059
Financial charges accrued	9,636	10,705
Other accrued charges	1,632	850
TOTAL	17,006	21,614

annual report 2025 - FINANCIAL STATEMENTS AEDIFICA

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TRENDS, STRATEGY &

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ADDITIONAL INFORMATION

165

Note 35: Financial risk management

Aedifica’s financial policy aims to ensure permanent access to financing, monitor the debt-to-assets-ratio

and monitor and minimise the interest rate and exchange rate risks. However, the Group remains subject to

financing risks; a change in interest rates or exchange rates could have a negative impact on the Group’s

assets, operations, financial position and prospects.

Note 35.1: Debt structure

Aedifica’s debt-to-assets ratio (as defined in the Royal Decree of 13 July 2014 on Belgian RRECs) is detailed

on page 79 of this Annual Report. As at 31 December 2025, it amounts to 38.3% at the statutory level and to

40.8% at the consolidated level. This section also discloses the maximum ratio permitted before the Company

reaches the maximum debt-to-assets ratio permitted for Belgian REITs (65% of total assets) or arising due to

bank covenants (60% of total assets). The debt-to-assets ratio is monitored on a quarterly basis, with an

estimate of its evolution provided during the approval process for each major investment project. When the

debt-to-assets threshold of 50% is exceeded, a financial plan with an implementation schedule must be

elaborated, describing the measures that will be taken to prevent the consolidated debt-to-assets ratio from

exceeding the maximum permissible threshold of 65% (Article 24 of the Royal Decree of 13 July 2014).

However, the Company intends to maintain an appropriate long-term debt-to-assets ratio of approx. 45%.

Aedifica’s financial model relies on a structural indebtedness. As a result, cash balances are usually low,

amounting to €22.0 million as at 31 December 2025.

As at 31 December 2025, the Group did not mortgage or pledge any Belgian, Dutch, British, Irish or Spanish

buildings to its creditors. In Germany and Finland, however, it is common practice for real estate to be secured

as part of bank financing. As at 31 December 2025, the ratio between the secured financial debt and the total

consolidated assets was 2% and the ratio between the encumbered assets and the total consolidated assets

was 4%. It is possible that in the context of supplementary financing, additional mortgages will be granted.

Note 35.2: Liquidity risk

Aedifica has a strong and stable relationship with its financial institutions, which form a diversified pool

consisting of an annually increasing number of European institutions. Details of Aedifica’s credit facilities are

disclosed in Note 31.

As at 31 December 2025, the Group has drawn €2,005 million (31 December 2024: €2,204 million) from the

total amount of €3,232 million of confirmed bank financing, medium-term notes and bonds. The remaining

headroom is sufficient to cover the Group’s short-term financial needs as well as the existing development

projects until the end of the 2026 financial year. The 2026 financial plan includes limited assumptions

regarding acquisitions and payments in the context of the development pipeline amounting to approx.

€250 million.

Aedifica aims to further diversify its financing sources. To this end, the Company launched a programme in

2018 to issue treasury notes with varying maturities. Hoivatilat Oyj also issues treasury notes in its own name.

The short-term treasury notes are fully hedged by the available funds on confirmed long-term credit lines. As

at 31 December 2025, medium-term notes amount to €87 million (31 December 2024: €87 million). In addition,

in 2021, Aedifica successfully issued a bond (‘USPP’) of £180 million through a private placement with US,

UK and Canadian institutional investors and its first benchmark Sustainability Bond for an amount of

€500 million.

Given the regulatory status of Belgian REITs/RRECs, and the type of property in which Aedifica invests, the

risk of non-renewal of mature credit facilities is remote even in the context of a credit crunch, except in the

event of unforeseen and extreme circumstances. However, there is a risk that credit margins may increase

after the maturity date of these credit lines.

Aedifica may be exposed to a liquidity risk which could arise due to a lack of cash flow in the event of early

termination of the credit facilities. Should the Company fail to comply with the provisions (covenants), which

were included in the credit facility arrangements to take into account key financial ratios, the facilities might

be cancelled, renegotiated, or forced into repayment. The covenants in place are in line with market practice

and notably require that the debt-to-assets ratio (as defined by the Royal Decree of 13 July 2014) does not

exceed 60%. The Interest Cover Ratio* (ICR), calculated based on the definition set out in the prospectus of

Aedifica’s Sustainability Bond (‘Operating result before result on the portfolio’ (lines I to XV of the consolidated

income statement) divided by ‘Net interest charges’ (line XXI)), should be at least equal to 2.0x. As at

31 December 2025, the ratio is 6.2x (31 December 2024: 6.2x).

Moreover, there is a risk of early termination in the event of a change of control, in case of non-compliance

with the Company’s obligations, and, more generally speaking, in the event of default as defined in these

arrangements. A default situation related to one contract can lead to a default situation related to all contracts

(‘cross-default clauses’). Based on the information available to date, and the prospects for the foreseeable

future, there is no indication of a possible early termination of one or more of the existing credit facilities.

However, this risk cannot be ignored completely. Moreover, Aedifica does not itself retain control over certain

commitments which could lead to the early termination of credit facilities, such as in the event of a change of

control.

As at 31 December 2025, the undiscounted future cash flows related to the credit facilities include

€534 million maturing within 1 year, €1,304 million maturing within 1 to 5 years, and €650 million maturing in

more than five years. The credit facilities also give rise to an interest expense of €23 million that is due within

one year (31 December 2024: €435 million capital and €27 million interest due within 1 year).

The undiscounted contractual future cash flows related to hedging instruments are analysed in the tables

below.

The future undiscounted cash flows are based on the fixed rate of the derivatives and only take into account

the floating rate in case the fixing is already known on 31 December 2025.

As at 31/12/2025 (x €1,000)	Due within the year	Due between one to five years	Due after more than five years	TOTAL
Derivatives for which hedge accounting is applied	-300	-1,928	-2,279	-4,507
Derivatives for which hedge accounting is not applied	-6,776	-48,503	-4,504	-59,783

As at 31/12/2024 (x €1,000)	Due within the year	Due between one to five years	Due after more than five years	TOTAL
Derivatives for which hedge accounting is applied	-151	-2,241	-2,606	-4,998
Derivatives for which hedge accounting is not applied	-1,542	-46,913	-6,387	-54,842

annual report 2025 - FINANCIAL STATEMENTS AEDIFICA

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166

Note 35.3: Interest rate risk

A substantial part of Aedifica’s financial debts are floating-rate borrowings. This allows Aedifica to benefit

from low interest rates on the non-hedged part of its borrowings when the interest rate yield curve is not

inverted. To mitigate the risk of increasing interest rates, Aedifica follows a policy aimed at securing for a

period of several years the interest rates related to at least 60% of its current or highly probable indebtedness.

It should be noted that the Company assumed certain fixed-rate debts which came from pre-existing

investment credits tied to real estate companies which were acquired or absorbed by the Company. The

USPP and the benchmark bond issue have rebalanced Aedifica’s mix of fixed and floating rate debt. The

floating rate bank loans denominated in pound sterling issued in July 2022 have been fully swapped to fixed

rate. On 31 December 2025, the financial debt is hedged against interest rate risk for 88.3%, i.e. the ratio of

the sum of the fixed rate debt and the notional amount of derivatives divided by the total financial debt. The

hedging’s weighted average maturity is 3.8 years.

This policy is supported by the fact that an increase in nominal interest rates, when not coupled with a

simultaneous increase in inflation, implies an increase in real interest rates that cannot be offset by increasing

rental incomes through indexation alone. Moreover, in case of accelerating inflation, there is a delay between

the timing of the increase of the nominal interest rates and the timing of the indexation of rental income.

For example: assuming that the structure and level of financial debts remain unchanged, and assuming that

no hedges have been entered into, simulations show that a 100 bps positive deviation (increase) in the 2026

interest rates over the forecast rates would lead to an approx. additional €24.8 million interest expense for

the year ending 31 December 2026. Taking into account the hedging instruments at present, the increase in

interest expense would amount to just €2.4 million.

In order to manage the interest rate risk, Aedifica has put in place hedges (interest rate swaps and caps). All

hedges are entered into with leading banks and relate to existing or highly probable risks. An analysis of the

Group’s hedges is provided in the Financial Report and in the Consolidated Financial Statements (Note 32).

The hedges can be entered into for long periods; however, hedge agreements include provisions (in line with

market practice) that could lead the issuing banks to terminate the hedges early or initiate margin calls (in

cash for example) in their own favour in certain circumstances.

Changes in the interest rate curve have a limited impact on the future interest expense, since at least 60% of

the financial debts are hedged by IRS or caps. Each change in the interest rate curve has an impact on the

fair value of hedging instruments against income statement and/or equity (balance line ‘I.C.d. Reserve for the

balance of changes in fair value of authorised hedging instruments qualifying for hedge accounting as defined

under IFRS’). A sensitivity analysis is provided in Note 32.

Certain external developments could cause an increase of the credit spreads at the Group’s expense, in

accordance with the ‘increased cost’ clauses included in the banking agreements. Such clauses allow the

lending banks to increase the cost price of the granted credit, among other things, in case these banks are

subjected by their supervisory authority to more severe solvability, liquidity or other capital requirements.

However, it should be noted that during the crises which have hit the financial markets, no bank has ever

invoked one of these clauses against the Group. However, this cannot be seen as a safeguard for the future.

A few facilities provide for an increase in the credit spread if the debt-to-assets ratio exceeds 50%. All

sustainability-linked facilities provide for a small margin adjustment depending on the annual targets of the

sustainability-linked KPIs. As a result, this adjustment can be positive, negative or nil.

Note 35.4: Banking counterparty risk

Signing a credit facility or hedging instrument with a bank generates a counterparty risk in the event of

counterparty default. In order to mitigate this risk, Aedifica trades with several leading national and European

banks to diversify its funding and hedging sources, while remaining cautious about the balance between cost

and quality of the services provided, it being understood that the counterparty risk cannot be excluded and

the failure by one or more of Aedifica’s financing or hedging counterparties could have a negative impact on

the Group’s assets, operations, financial position and prospects.

In line with market practice, the agreements signed with banks include market shock clauses and material

adverse change clauses (‘MAC’ clauses) which could lead to, in extreme circumstances, additional costs for

the Group or possibly the early termination of the credit facility. However, it should be noted that during the

crises which have hit the financial markets, no bank has ever invoked one of these clauses towards the Group.

Note 35.5: Exchange rate risk

Aedifica generates its revenue and costs in the euro area and also in British pounds (since the acquisition of

the UK portfolio in February 2019). Future fluctuations in the exchange rate may affect the value of Aedifica’s

investment properties, rental income and the net result, all of which are expressed in euros. A 1 bps change

of the EUR/GBP exchange rate has an impact of approx. €11.4 million on the fair value of the Group’s

investment properties located in the United Kingdom, approx. €0.8 million on the Group’s annual rental

income and approx. €0.8 million on the Group’s net result.

Aedifica partly financed its UK portfolio by a bond issue in British pounds. The £180 million bond was issued

in early 2021 through a private placement (£170 million with a maturity of 7 years and £10 million with a

maturity of 12 years). In addition, £160 million of bank loans were drawn in July 2022. These bank loans,

together with the aforementioned bond, form a partial natural hedge against exchange rate fluctuations on

the balance sheet and limits the impact on the debt-to-assets ratio.

The Company applies an active hedging policy covering the EUR/GBP exchange risk impacting Aedifica’s

results, as deemed necessary, which takes into account, among other things, the volatility of the exchange

rate observed from time to time and the cost of hedging (which itself is dependent on various elements).

However, an active hedging policy cannot completely eliminate the currency exchange risk and the Company

remains exposed to this risk. A change in the exchange rate that would not be covered by the Company’s

hedging policy may expose the Company to lower rental income and increased costs and can have a negative

impact on the Company’s assets, operations, financial position and prospects.

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167

Note 36: Contingencies and commitments

The Board of Directors values commitments and contingencies at the nominal value of the legal obligation as

stated in the contract; in the absence of a nominal value or in exceptional cases, these values are disclosed

for information purposes.

Note 36.1: Commitments

Name	Country	Type	Progress	Budget 1(in € million)
Am Parnassturm	DE	Renovation	In progress (forward funding)	5
Coham	BE	Extension & renovation	In progress (forward funding)	17
Crumlin	IE	Construction	In progress (forward funding)	34
Finland – ‘childcare centres’	FI	Construction	In progress (forward funding)	11
Finland – ‘elderly care homes’	FI	Construction	In progress (forward funding)	53
Finland – ‘other’	FI	Construction	In progress (forward funding)	6
Homefield	UK	Acquisition	Forward purchase	14
Kilcoole	IE	Construction	In progress (forward funding)	25
Lavender Villa	UK	Extension	In progress (forward funding)	7
Limerick cancer centre	IE	Construction	In progress (forward funding)	27
Seniorenquartier	DE	Construction	In progress (forward funding)	29
Gummersbach
Sinnehiem	NL	Acquisition	Acquisition subject to outstanding conditions	13
Sligo Finisklin Road 2	IE	Construction	In progress (forward funding)	16
St. Joseph’s	UK	Extension	In progress (forward funding)	3
The Mount	UK	Construction	In progress (forward funding)	16
TOTAL				276

Earn-outs

For some acquisition deals, a portion of the acquisition price has been set based on future contingent events,

such as the payment of an earn-out, upon completion of a care residence within the limits of the maximum

budget committed by Aedifica.

Note 36.2: Contingent liabilities

2.1 Credit facilities

Under its credit agreements, Aedifica has granted securities on certain real estate assets within the legally

authorised limits. In total, this concerns approx. 1% of total assets.

2.2 Acquisition of shares in property companies, mergers and de-mergers

Aedifica benefits from warranties given by the sellers of shares in acquired property companies, such as

integrity of the property, tax warranties, potential contingent consideration, etc. as contractually provided.

Note 36.3: Contingent assets

3.1 Securities received on rental agreements

Aedifica benefits from rental guarantees (in line with market practice and applicable regulations) in the form

of debentures, bank guarantees, restricted bank deposits or guarantor backings that typically amount to 3 to

6 months of rental income.

3.2 Securities received following acquisitions

In case of acquisitions, contributions in kind, mergers and de-mergers, Aedifica benefits from the declarations

and securities in line with market practices.

Note 36.4: Other

4.1 Sundry options

•

Long leases on healthcare sites: in some cases, Aedifica has granted preferential rights, renewal rights

or purchase options to the lessees/tenants. Aedifica also benefits from a number of preferential rights

granted by rest homes lessees/tenants.

• Sale or purchase options (related to some development projects): in some cases, Aedifica has granted

options to third parties, and/or benefits from options allowing it to sell buildings (e.g. when it appears

that pieces of buildings will not be used for the development projects).

1. The acquisition values mentioned below respect the requirements laid down in Article 49 § 1 of the Belgian Act of

12 May 2014 on Regulated Real Estate Companies (at the time of the signing of the agreements which generated the

commitment). The figures in this table are rounded amounts. Amounts in GBP were converted into EUR based on the

exchange rate of 31 December 2025 (0.87228 EUR/GBP).

2. This project has already been completed after 31 December 2025 (see Note 38).

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168

Note 37: Acquisitions & disposals of investment properties

The main acquisitions of investment properties of 2025 – which are detailed in section 1.1 of the ‘Financial

review’ chapter – are the following:

ACQUISITIONS	Properties valuation at fair value1(in € million)	Acquisition date 2	Acquisition method
Belgium
Beerzelhof	0	01/04/2025	Acquisition of an assisted-living apartment
Germany
Harburg	11	31/12/2025	Acquisition of a building
Seniorenheim an der Alten Saline	12	31/12/2025	Acquisition of a building
Netherlands
De Kroon	12	30/10/2025	Acquisition of a building
Finland
Koy Kirkkonummen Amandantie	7	03/06/2025	Acquisition of a building
Koy Tampereen Kanavanportti	13	03/06/2025	Acquisition of a building
Koy Kantakylän-Salpa	4	03/06/2025	Acquisition of a building
Koy Kuopion Retiisikatu 3	3	03/06/2025	Acquisition of a building
Koy Tuusulan Kappalaisenkaari 22	4	03/06/2025	Acquisition of a building
As Oy Kuopion Lönnrotinkatu 36	11	03/06/2025	Acquisition of a building
Helsinki Radiokatu	0	26/02/2025	Acquisition of a project
Joensuu Suppakuja	0	03/07/2025	Acquisition of a project
Rovaniemi Koivuojankatu	1	03/07/2025	Acquisition of a project
Vihti Puhurikuja	1	25/09/2025	Acquisition of a project
Seinäjoki Axel Mörnenkatu	0	24/10/2025	Acquisition of a project
Turku Työnjohtajankatu	1	12/11/2025	Acquisition of a project
Kuopio Pirtinkaari	1	18/11/2025	Acquisition of a project
Seinäjoki Pikkukäpälä	1	18/11/2025	Acquisition of a project
Ireland
Crumlin	3	31/12/2025	Acquisition of a project
Kilcoole	2	19/12/2025	Acquisition of a project
Spain
Novaedat Mutxamel	8	18/09/2025	Acquisition of a building
TOTAL	95

1. In order to determine the number of shares issued, the exchange ratio and/or the value of the acquired shares.

2. And consolidation date in the financial statements.

3. Disposal of the Park Residenz care home in Neumünster (DE), which was already listed among the disposals in the

2024 Annual Report, was completed on 5 February 2026.

The main disposals of the financial year are the following:

DISPOSALS	Date	Selling price (€ million)
Germany 3		4.2
Am Bäkepark	21/10/2025
Netherlands		24.5
Huize Ter Beegden	06/03/2025
Martha Flora Hoorn	06/03/2025
Zorgresidentie Mariëndaal	01/07/2025
United Kingdom & Channel Islands		8.0
St. Joseph’s Flats	08/05/2025
Church View	31/10/2025
Sweden		90.9
Gråmunkehöga 3:2	14/02/2025
Heby 3:17	14/02/2025
Bivägen	14/02/2025
Vallby 28:2	14/02/2025
Bälinge Lövsta 9:19	14/02/2025
Sunnersta 120:2 & 120:4	14/02/2025
Bälinge Lövsta 10:140	14/02/2025
Almungeberg 1:21	14/02/2025
Hässlinge 2:3 1 (Lillkyrka 1)	14/02/2025
Hässlinge 2:3 2	14/02/2025
Nyby 3:68	14/02/2025
Emmekalv 4:325	14/02/2025
Hovsta Gryt 7:2	14/02/2025
Steglitsan 2	14/02/2025
Västlunda 2:12	14/02/2025
Anderbäck 1:60	14/02/2025
Törsjö 3:204	14/02/2025
Saga 2	14/02/2025
Almungeberg 1:22	14/02/2025
Singö 10:2	14/02/2025
Bergshammar Ekeby 6:66	14/02/2025
Fanna 24:19	14/02/2025
Borggård 1:553	14/02/2025
Norby 31:78	14/02/2025
Mesta 6:56	31/03/2025
Östhamra 1:52	31/03/2025
Paradiset 2	31/03/2025
Kalleberga 8:269	31/03/2025
Eds Prästgård 1:115	31/03/2025
Sittesta	31/03/2025
TOTAL		127.6

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169

Note 38: Post-closing events

The table below lists all post-balance sheet events (see also section 1.2 ‘of the ‘Financial review’ chapter) up

to and including 16 March 2026, the closing date of this report.

Name	Date	Transaction	Country	Location
Mikkeli Pehtorintie	08/01/2026	Announcement of a new development project	FI	Mikkeli
Stadtlohn	19/01/2026	Announcement of a new development project	DE	Stadtlohn
Pirkkala Pereensaarentie	26/01/2026	Announcement of a new development project	FI	Pirkkala
Vihti Puhurikuja	13/02/2026	Completion of a development project	FI	Vihti
Sligo Finisklin Road	20/02/2026	Completion of a development project	IE	Sligo
Cofinimmo NV/SA	10/03/2026	Acquisition 30,312,595 Cofinimmo shares in the context of Aedifica’s exchange offer (see pages 13-14)
Credit rating upgrade	13/03/2026	S&P Global raised Aedifica’s credit ratings from BBB to BBB+ following the successful takeover exchange offer for Cofinimmo

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170

Note 39: List of subsidiaries, associates and joint ventures

The table below presents a full list of the companies covered by Articles 3:104 and 3:156 of the Royal Decree

of 29 April 2019 pertaining to the execution of the Belgian Companies and Associations Code.

As from the 2021 financial year, the Dutch subsidiaries of Aedifica NV will make use of the exemption provided

for in Article 2:403 of the Dutch Civil Code. Consequently, the Dutch companies are exempted from filing

individual financial statements with the trade register in the Netherlands

NAME	Country	Category	Register of corporations	Capital held (in %)
Aedifica Invest NV	Belgium¹	Subsidiary	0879.109.317	100
Immobe NV	Belgium	Associate	0697.566.095	25 ¹²
AED GVBF 1 NV	Belgium	Subsidiary	1003.556.060	100
AED GVBF 2 NV	Belgium	Subsidiary	1003.556.654	100
AED GVBF 3 NV	Belgium	Subsidiary	1003.557.347	100
AED GVBF 4 NV	Belgium	Subsidiary	1003.557.644	100
AED GVBF 5 NV	Belgium	Subsidiary	1003.552.201	100
AED GVBF 6 NV	Belgium	Subsidiary	1003.553.090	100
AED GVBF 7 NV	Belgium	Subsidiary	1003.553.684	100
AED GVBF 8 NV	Belgium	Subsidiary	1003.554.377	100
AED GVBF 9 NV	Belgium	Subsidiary	1003.554.674	100
AED GVBF 10 NV	Belgium	Subsidiary	1003.554.971	100
AED GVBF 11 NV	Belgium	Subsidiary	1003.555.169	100
Le Douaire Invest BV	Belgium	Subsidiary	0419.225.882	100
Aedifica Residenzen 1 GmbH&Co. KG	Germany²	Subsidiary	HRA52370	94 ¹³
Aedifica Residenzen 2 GmbH&Co. KG	Germany	Subsidiary	HRA53405	94 ¹³
Aedifica Residenzen 3 GmbH	Germany	Subsidiary	HRB118227	94 ¹³
Aedifica Residenzen 4 GmbH	Germany	Subsidiary	HRB121918	94 ¹³
Aedifica Residenzen 5 GmbH	Germany	Subsidiary	HRB124454	94 ¹³
Aedifica Residenzen 6 GmbH	Germany	Subsidiary	HRB124095	94 ¹³
Aedifica Residenzen Nord GmbH&Co. KG	Germany	Subsidiary	HRA52371	94 ¹³
Aedifica Residenzen West GmbH	Germany	Subsidiary	HRB117957	94 ¹³
Aedifica Verwaltungs GmbH	Germany	Subsidiary	HRB111389	100
Aedifica Asset Management GmbH	Germany	Subsidiary	HRB100562	100
Aedifica Luxemburg I SCS	Luxembourg³	Subsidiary	B128048	94 ¹³
Aedifica Luxemburg II SCS	Luxembourg	Subsidiary	B139725	94 ¹³
Aedifica Luxemburg III SCS	Luxembourg	Subsidiary	B143704	94 ¹³
Aedifica Luxemburg IV SCS	Luxembourg	Subsidiary	B117441	94 ¹³
Aedifica Luxemburg V SCS	Luxembourg	Subsidiary	B117445	94 ¹³
Aedifica Luxemburg VI SCS	Luxembourg	Subsidiary	B132154	94 ¹³
Aedifica Luxemburg VII SCS	Luxembourg	Subsidiary	B117438	94 ¹³
Aedifica Luxemburg VIII SCS	Luxembourg	Subsidiary	B117437	94 ¹³
Aedifica Nederland BV	Netherlands⁴	Subsidiary	65422082	100
Aedifica Nederland 2 BV	Netherlands	Subsidiary	75102099	100
Aedifica Nederland 3 BV	Netherlands	Subsidiary	77636309	100
Aedifica Nederland 4 BV	Netherlands	Subsidiary	81056664	100
Aedifica Nederland Services BV	Netherlands	Subsidiary	75667800	100
Aedifica Nederland Joint Venture BV	Netherlands	Subsidiary	80885551	100
Aedifica Sonneborgh Real Estate BV	Netherlands	Subsidiary	84354267	75 14
Patient Properties (Eltandia) Ltd	Jersey5	Subsidiary	123682	100

NAME	Country	Category	Register of corporations	Capital held (in %)
Patient Properties (Windmill) Ltd	Jersey	Subsidiary	123699	100
Aedifica JE (Charrieres) Ltd	Jersey	Subsidiary	122808	100
Aedifica JE (Holdings) Ltd	Jersey	Subsidiary	103669	100
Aedifica JE (St Josephs) Ltd	Jersey	Subsidiary	9244	100
AED UK Holdings Ltd	UK⁶	Subsidiary	15426625	100
Aedifica UK Ltd	UK	Subsidiary	12351073	100
Aed Finance 1 Ltd	UK	Subsidiary	12352308	100
Aed Finance 2 Ltd	UK	Subsidiary	12352800	100
Aedifica UK Management Ltd	UK	Subsidiary	04797971	100
Aedifica UK (Ampthill) Ltd	UK	Subsidiary	11159774	100
Aedifica UK (Biddenham) Ltd	UK	Subsidiary	13483907	100
Aedifica UK (Bradford) Ltd	UK	Subsidiary	11278772	100
Aedifica UK (Congleton) Ltd	UK	Subsidiary	10806474	100
Aedifica UK (Dawlish) Ltd	UK	Subsidiary	13483857	100
Aedifica UK (Hailsham) Ltd	UK	Subsidiary	11159930	100
Aedifica UK (Hessle) Ltd	UK	Subsidiary	10674329	100
Aedifica UK (Lincoln) Ltd	UK	Subsidiary	13449716	100
Aedifica UK (Marston) Ltd	UK	Subsidiary	13816311	100
Aedifica UK (Sapphire) Ltd	UK	Subsidiary	09461514	100
Aedifica UK (Scarborough) Ltd	UK	Subsidiary	07295828	100
Aedifica UK (Shrewsbury) Ltd	UK	Subsidiary	07097091	100
Quercus Nursing Homes 2010 (C) Ltd 15	UK	Subsidiary	07193610	100
Quercus Nursing Homes 2010 (D) Ltd 15	UK	Subsidiary	07193618	100
Aedifica UK (Whitechapel) Ltd	UK	Subsidiary	11465472	100
Aedifica IM (Port Erin) Ltd	Isle of Man⁷	Subsidiary	013517v	100
Hoivatilat Oyj	Finland⁸	Subsidiary	2241238-0	100
Kiinteistö Oy Tampereen Routakatu	Finland	Subsidiary	3192647-1	100
Koy Äänekosken Ääneniementie	Finland	Subsidiary	3264862-9	100
Koy Äänekosken Likolahdenkatu	Finland	Subsidiary	2875205-2	100
Koy Espoon Fallåkerinrinne	Finland	Subsidiary	2620688-3	100
Koy Espoon Finnoonkartanonkatu	Finland	Subsidiary	2932623-1	100
Koy Espoon Hirvisuontie	Finland	Subsidiary	2755334-2	100
Koy Espoon Kurttilantie	Finland	Subsidiary	3134900-2	100
Koy Espoon Kuurinkallio	Finland	Subsidiary	3201659-2	100
Koy Espoon Matinkartanontie	Finland	Subsidiary	3117665-8	100
Koy Espoon Meriviitantie	Finland	Subsidiary	2720369‐2	100
Koy Espoon Oppilaantie	Finland	Subsidiary	2787263‐4	100
Koy Espoon Palstalaisentie 4	Finland	Subsidiary	3309285-3	100
Koy Espoon Rajamännynahde	Finland	Subsidiary	3194972-9	100
Koy Espoon Tikasmäentie	Finland	Subsidiary	2669018-5	100
Koy Espoon Vuoripirtintie	Finland	Subsidiary	2748087-6	100
Koy Euran Käräjämäentie	Finland	Subsidiary	2842931‐9	100
Koy Hakalahden Majakka	Finland	Subsidiary	2668724-2	100
Koy Hämeenlinna Kampuskaarre	Finland	Subsidiary	3175924-7	100
Koy Hämeenlinnan Jukolanraitti	Finland	Subsidiary	2826099‐8	100
Koy Jyväskylän Toivonlenkki	Finland	Subsidiary	3267462-4	100
Koy Hämeenlinnan Vanha Alikartanontie	Finland	Subsidiary	2669024‐9	100
Koy Haminan Lepikönranta	Finland	Subsidiary	2988685‐3	100
Koy Heinolan Lähteentie	Finland	Subsidiary	2752188‐5	100

annual report 2025 - FINANCIAL STATEMENTS AEDIFICA

CONTENTS

THIS IS AEDIFICA

TRENDS, STRATEGY &

VALUE CREATION

OUR APPROACH TO CSR

BUSINESS REVIEW

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

171

NAME	Country	Category	Register of corporations	Capital held (in %)
Koy Helsingin Kansantie	Finland	Subsidiary	3214270-8	100
Koy Helsingin Käräjätuvantie	Finland	Subsidiary	3287010-7	100
Koy Helsingin Krämertintie	Finland	Subsidiary	3323987-8	100
Koy Helsingin Kutomokuja	Finland	Subsidiary	3287009-4	100
Koy Helsingin Lähdepolku	Finland	Subsidiary	3279404-4	100
Koy Helsingin Landbontie	Finland	Subsidiary	3270229-3	100
Koy Helsingin Mikkolantie	Finland	Subsidiary	0643128-2	100
Koy Helsingin Pakarituvantie	Finland	Subsidiary	3131782-8	100
Koy Helsingin Radiokatu	Finland	Subsidiary	3481518-7	100
Koy Kuopion Leinikinkatu	Finland	Subsidiary	3270230-6	100
Koy Helsingin Työnjohtajankadun Seppä3	Finland	Subsidiary	3009977-7	100
Koy Hollolan Kulmalantie 2	Finland	Subsidiary	3354537-3	100
Koy Hollolan Sarkatie	Finland	Subsidiary	2749865‐4	100
Koy Iisalmen Eteläinen Puistoraitti	Finland	Subsidiary	2840090‐3	100
Koy Iisalmen Kangaslammintie	Finland	Subsidiary	2826102‐6	100
Koy Iisalmen Petter Kumpulaisentie	Finland	Subsidiary	2882785‐1	100
Koy Iisalmen Satamakatu	Finland	Subsidiary	3005776-1	100
Koy Iisalmen Vemmelkuja	Finland	Subsidiary	2917923‐5	100
Koy Janakkalan Kekanahontie	Finland	Subsidiary	2911674‐4	100
Koy Järvenpään Uudenmaantie	Finland	Subsidiary	3279405-2	100
Koy Järvenpään Yliopettajankatu	Finland	Subsidiary	2774063-1	100
Koy Joensuun Suppakuja	Finland	Subsidiary	3472007-3	100
Koy Jyväskylän Ailakinkatu	Finland	Subsidiary	2932895‐8	100
Koy Jyväskylän Haperontie	Finland	Subsidiary	2763296‐4	100
Koy Jyväskylän Harjutie	Finland	Subsidiary	3172893-4	100
Koy Jyväskylän Haukankaari	Finland	Subsidiary	3174128-2	100
Koy Jyväskylän Lahjaharjuntie	Finland	Subsidiary	3207143-6	100
Koy Jyväskylän Linnantie	Finland	Subsidiary	3582993-5	100
Koy Jyväskylän Mannisenmäentie	Finland	Subsidiary	2816983‐6	100
Koy Jyväskylän Martikaisentie	Finland	Subsidiary	2575556-5	100
Koy Jyväskylän Palstatie	Finland	Subsidiary	2923254‐2	100
Koy Jyväskylän Sulkulantie	Finland	Subsidiary	2850306-4	100
Koy Jyväskylän Väliharjuntie	Finland	Subsidiary	2639227‐6	100
Koy Jyväskylän Vävypojanpolku	Finland	Subsidiary	2960547‐6	100
Koy Kaarinan Nurminiitynkatu	Finland	Subsidiary	2838030‐8	100
Koy Kajaanin Erätie	Finland	Subsidiary	2749663‐2	100
Koy Kajaanin Hoikankatu	Finland	Subsidiary	2951667‐6	100
Koy Kajaanin Menninkäisentie	Finland	Subsidiary	2681416‐8	100
Koy Kajaanin Uitontie	Finland	Subsidiary	3164208-1	100
Koy Kangasalan Hilmanhovi	Finland	Subsidiary	2262908‐8	100
Koy Kangasalan Mäntyveräjäntie	Finland	Subsidiary	2688361‐4	100
Koy Kangasalan Rekiäläntie	Finland	Subsidiary	2940754-1	100
Koy Kaskisten Bladintie	Finland	Subsidiary	2224949-9	100
Koy Kempeleen Ihmemaantie	Finland	Subsidiary	3112115-5	100
Koy Keravan Lehmuskatu	Finland	Subsidiary	3256470-8	100
Koy Keravan Männiköntie	Finland	Subsidiary	2774061‐5	100
Koy Keravan Palopellonkatu 6 B	Finland	Subsidiary	2999369-1	100
Koy Keravan Pianosoittajankatu	Finland	Subsidiary	3368773-4	100

NAME	Country	Category	Register of corporations	Capital held (in %)
Koy Keuruun Tehtaantie	Finland	Subsidiary	2877302‐1	100
Koy Kirkkonummen Amandantie	Finland	Subsidiary	2954521-5	100
Koy Kirkkonummen Kotitontunkuja	Finland	Subsidiary	2692080‐9	100
Koy Kokkola Kruunupyyntie	Finland	Subsidiary	3349210-1	100
Koy Kokkolan Ankkurikuja	Finland	Subsidiary	2955766‐2	100
Koy Kokkolan Kaarlelankatu 68	Finland	Subsidiary	2668743-7	100
Koy Kokkolan Vanha Ouluntie	Finland	Subsidiary	2771913‐8	100
Koy Kotkan Metsäkulmankatu 21	Finland	Subsidiary	2225111-8	100
Koy Kotkan Särmääjänkatu 6	Finland	Subsidiary	3169793-9	100
Koy Kouvolan Kaartokuja	Finland	Subsidiary	2697590‐6	100
Koy Kouvolan Lauttakatu	Finland	Subsidiary	3540128-5	100
Koy Kouvolan Rannikkotie	Finland	Subsidiary	2941695-8	100
Koy Kouvolan Ruskeasuonkatu	Finland	Subsidiary	2955751-5	100
Koy Kouvolan Vainiolankuja	Finland	Subsidiary	3134903-7	100
Koy Kouvolan Vinttikaivontie	Finland	Subsidiary	2543325‐9	100
Koy Kuopion Amerikanraitti 10	Finland	Subsidiary	2837113‐7	100
Koy Kuopion Lönnrotinkatu	Finland	Subsidiary	2833969-8	100
Koy Kuopion Männistönkatu	Finland	Subsidiary	3127190-3	100
Koy Kuopion Opistokuja 3	Finland	Subsidiary	3176660-7	100
Koy Kuopion Pirtinkaari	Finland	Subsidiary	2873993-1	100
Koy Kuopion Pirtinkaari 22	Finland	Subsidiary	3456005-7	100
Koy Kuopion Portti A2	Finland	Subsidiary	2874104-6	100
Koy Kuopion Rantaraitti	Finland	Subsidiary	2770280‐3	100
Koy Kuopion Retiisikatu	Finland	Subsidiary	2861508-2	100
Koy Kuopion Sipulikatu	Finland	Subsidiary	2509836‐6	100
Koy Kuopion Torpankatu	Finland	Subsidiary	3338477-6	100
Koy Lahden Jahtikatu	Finland	Subsidiary	2861249‐8	100
Koy Lahden Kurenniityntie	Finland	Subsidiary	3008794-4	100
Koy Lahden Makarantie	Finland	Subsidiary	2988683-7	100
Koy Lahden Piisamikatu	Finland	Subsidiary	2861251‐9	100
Koy Lahden Vallesmanninkatu A	Finland	Subsidiary	2675831‐1	100
Koy Lahden Vallesmanninkatu B	Finland	Subsidiary	2675827‐4	100
Koy Laihian Jarrumiehentie	Finland	Subsidiary	2798400‐3	100
Koy Lappeenrannan Orioninkatu	Finland	Subsidiary	2877591‐6	100
Koy Lappeenrannan Tyysterniementie	Finland	Subsidiary	3532486-5	100
Koy Laukaan Hytösenkuja	Finland	Subsidiary	2681456‐3	100
Koy Laukaan Peurungantie	Finland	Subsidiary	2821700-9	100
Koy Laukaan Saratie	Finland	Subsidiary	2896187‐4	100
Koy Kokkolan Kimalaisenpolku	Finland	Subsidiary	3266246-3	100
Koy Limingan Kauppakaari	Finland	Subsidiary	2553773‐6	100
Koy Limingan Saunarannantie	Finland	Subsidiary	3267223-1	100
Koy Lohjan Ansatie	Finland	Subsidiary	2768296‐1	100
Koy Lohjan Porapojankuja	Finland	Subsidiary	3130512-2	100
Koy Lohjan Sahapiha	Finland	Subsidiary	3132701-4	100
Koy Loimaan Itsenäisyydenkatu	Finland	Subsidiary	2887703-1	100
Koy Loviisan Mannerheiminkatu	Finland	Subsidiary	2648698‐5	100
Koy Mäntsälän Liedontie	Finland	Subsidiary	2505670‐5	100
Koy Mäntyharjun Lääkärinkuja	Finland	Subsidiary	2761813‐4	100

annual report 2025 - FINANCIAL STATEMENTS AEDIFICA

CONTENTS

THIS IS AEDIFICA

TRENDS, STRATEGY &

VALUE CREATION

OUR APPROACH TO CSR

BUSINESS REVIEW

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

172

NAME	Country	Category	Register of corporations	Capital held (in %)
Koy Maskun Ruskontie	Finland	Subsidiary	2610017‐3	100
Koy Mikkelin Kastanjakuja	Finland	Subsidiary	2915481-2	100
Koy Mikkelin Pehtorintie	Finland	Subsidiary	3540129-3	100
Koy Mikkelin Sahalantie	Finland	Subsidiary	3004499-5	100
Koy Mikkelin Väänäsenpolku	Finland	Subsidiary	2864738‐3	100
Koy Mikkelin Ylännetie 8	Finland	Subsidiary	2839320‐5	100
Koy Mynämäen Opintie	Finland	Subsidiary	2957425‐1	100
Koy Nokian Kivimiehenkatu 4	Finland	Subsidiary	1056103-9	100
Koy Nokian Luhtatie	Finland	Subsidiary	2882228-4	100
Koy Nokian Näsiäkatu	Finland	Subsidiary	2772561‐8	100
Koy Nokian Tähtisumunkatu	Finland	Subsidiary	3328037-9	100
Koy Nokian Vikkulankatu	Finland	Subsidiary	2720339‐3	100
Koy Nurmijärven Laidunalue	Finland	Subsidiary	2415548‐8	100
Koy Nurmijärven Luhtavillantie	Finland	Subsidiary	3202629-9	100
Koy Nurmijärven Ratakuja	Finland	Subsidiary	2807462‐6	100
Koy Orimattilan Suppulanpolku	Finland	Subsidiary	2750819‐7	100
Koy Oulun Isopurjeentie 3	Finland	Subsidiary	2255743-2	100
Koy Oulun Jahtivoudintie	Finland	Subsidiary	2759228-8	100
Koy Oulun Juhlamarssi	Finland	Subsidiary	3217953-5	100
Koy Oulun Kihokkitie	Finland	Subsidiary	3504841-8	100
Koy Oulun Mäntypellonpolku	Finland	Subsidiary	3182688-4	100
Koy Oulun Pateniemenranta	Finland	Subsidiary	2930852-7	100
Koy Oulun Pikku-Iikankatu	Finland	Subsidiary	3455992-9	100
Koy Oulun Raamipolku	Finland	Subsidiary	2798361-7	100
Koy Oulun Ruismetsä	Finland	Subsidiary	3008792-8	100
Koy Oulun Salonpään koulu	Finland	Subsidiary	3100847-8	100
Koy Oulun Sarvisuontie	Finland	Subsidiary	2899591‐9	100
Koy Oulun Siilotie	Finland	Subsidiary	3006511-2	100
Koy Oulun Siilotie K21 A	Finland	Subsidiary	3311639-2	100
Koy Oulun Siilotie K21 B	Finland	Subsidiary	3311641-3	100
Koy Oulun Siilotie K21 C	Finland	Subsidiary	3311642-1	100
Koy Oulun Soittajanlenkki	Finland	Subsidiary	2920514-9	100
Koy Oulun Tahtimarssi	Finland	Subsidiary	3331416-1	100
Koy Oulun Ukkoherrantie A	Finland	Subsidiary	3141465-2	100
Koy Oulun Ukkoherrantie B	Finland	Subsidiary	2781801‐3	100
Koy Oulun Upseerinkatu	Finland	Subsidiary	3302679-2	100
Koy Oulun Vaaranpiha	Finland	Subsidiary	3146139-5	100
Koy Oulun Valjastie	Finland	Subsidiary	3139840-2	100
Koy Oulun Vihannestie	Finland	Subsidiary	3127183-1	100
Koy Oulun Villa Sulka	Finland	Subsidiary	2695880-7	100
Koy Paimion Mäkiläntie	Finland	Subsidiary	2853714‐1	100
Koy Pieksämäen Ruustinnantie	Finland	Subsidiary	2903250-8	100
Koy Pihtiputaan Nurmelanpolku	Finland	Subsidiary	2860057‐7	100
Koy Pirkkalan Lehtimäentie	Finland	Subsidiary	2593596‐1	100
Koy Pirkkalan Pereensaarentie 2	Finland	Subsidiary	3562190-7	100
Koy Pirkkalan Perensaarentie	Finland	Subsidiary	2808085‐8	100
Koy Porin Kerhotie 1	Finland	Subsidiary	3145625-4	100
Koy Porin Koekatu	Finland	Subsidiary	2835076‐6	100
Koy Porin Ojantie	Finland	Subsidiary	2625961‐9	100

NAME	Country	Category	Register of corporations	Capital held (in %)
Koy Porvoon Fredrika Runebergin katu	Finland	Subsidiary	2760328‐2	100
Koy Porvoon Haarapääskyntie	Finland	Subsidiary	2951666‐8	100
Koy Porvoon Peippolankuja	Finland	Subsidiary	2588814‐9	100
Koy Porvoon Vanha Kuninkaantie	Finland	Subsidiary	2746305‐6	100
Koy Raahen Kirkkokatu	Finland	Subsidiary	3143874-2	100
Koy Raahen Palokunnanhovi	Finland	Subsidiary	2326426‐0	100
Koy Raahen Vihastenkarinkatu	Finland	Subsidiary	2917887-3	100
Koy Raision Tenavakatu	Finland	Subsidiary	2553772‐8	100
Koy Riihimäen Jyrätie	Finland	Subsidiary	2956737-7	100
Koy Rovaniemen Gardininkuja	Finland	Subsidiary	3100848-6	100
Koy Rovaniemen Koivuojankatu	Finland	Subsidiary	3472006-5	100
Koy Rovaniemen Koulukaari	Finland	Subsidiary	3239963-4	100
Koy Rovaniemen Mäkiranta	Finland	Subsidiary	2994385-4	100
Koy Rovaniemen Matkavaarantie	Finland	Subsidiary	2838821‐1	100
Koy Rovaniemen Muonakuja	Finland	Subsidiary	3110312-5	100
Koy Rovaniemen Rakkakiventie	Finland	Subsidiary	2865638-6	100
Koy Rovaniemen Rakkakiventie 2	Finland	Subsidiary	3560758-2	100
Koy Rovaniemen Ritarinne	Finland	Subsidiary	2754616‐9	100
Koy Rovaniemen Santamäentie	Finland	Subsidiary	3008789-9	100
Koy Ruskon Päällistönmäentie	Finland	Subsidiary	2789540‐6	100
Koy Salon Linnankoskentie	Finland	Subsidiary	3330201-3	100
Koy Salon Papinkuja	Finland	Subsidiary	3155224-6	100
Koy Seinäjoen Axel Mörnen katu	Finland	Subsidiary	3559433-9	100
Koy Seinäjoen Kutojankatu	Finland	Subsidiary	2779544-8	100
Koy Seinäjoen Pikkukäpälä	Finland	Subsidiary	3472541-3	100
Koy Siilinjärven Nilsiäntie	Finland	Subsidiary	2934834‐2	100
Koy Siilinjärven Risulantie	Finland	Subsidiary	2854061‐5	100
Koy Siilinjärven Sinisiipi	Finland	Subsidiary	2479104‐6	100
Koy Sipoon Aarrepuistonkuja	Finland	Subsidiary	2878144‐3	100
Koy Sipoon Aarretie	Finland	Subsidiary	2870619‐5	100
Koy Sotkamon Härkökivenkatu	Finland	Subsidiary	3314858-9	100
Koy Sotkamon Kirkkotie	Finland	Subsidiary	2917890‐2	100
Koy Tampereen Lentävänniemenkatu	Finland	Subsidiary	2648697‐7	100
Koy Tampereen Sisunaukio	Finland	Subsidiary	2355346-8	100
Koy Tampereen Teräskatu	Finland	Subsidiary	3284989-3	100
Koy Tampereen Verstaankatu	Finland	Subsidiary	1517457-2	100
Koy Teuvan Tuokkolantie 14	Finland	Subsidiary	2225109-7	100
Koy Tornion Torpin Rinnakkaiskatu	Finland	Subsidiary	2816984‐4	100
Koy Turun Lemmontie	Finland	Subsidiary	2551472-9	100
Koy Turun Lukkosepänkatu	Finland	Subsidiary	2842686‐3	100
Koy Turun Malin Trällinkuja	Finland	Subsidiary	3171440-1	100
Koy Turun Paltankatu	Finland	Subsidiary	2845199‐7	100
Koy Turun Teollisuuskatu	Finland	Subsidiary	2729980‐7	100
Koy Turun Työnjohtajankatu	Finland	Subsidiary	3468969-4	100
Koy Turun Vähäheikkiläntie	Finland	Subsidiary	2660277‐1	100
Koy Turun Vakiniituntie	Finland	Subsidiary	2648689‐7	100
Koy Tuusulan Isokarhunkierto	Finland	Subsidiary	3005414-9	100
Koy Tuusulan Kappalaisenkaari	Finland	Subsidiary	3230075-3	100
Koy Tuusulan Lillynkuja	Finland	Subsidiary	3335638-8	100

annual report 2025 - FINANCIAL STATEMENTS AEDIFICA

CONTENTS

THIS IS AEDIFICA

TRENDS, STRATEGY &

VALUE CREATION

OUR APPROACH TO CSR

BUSINESS REVIEW

CORPORATE GOVERNANCE

STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

173

NAME	Country	Category	Register of corporations	Capital held (in %)
Koy Tuusulan Temmontie	Finland	Subsidiary	3325587-8	100
Koy Ulvilan Kulmalantie	Finland	Subsidiary	2966954-1	100
Koy Uudenkaupungin Merilinnuntie	Finland	Subsidiary	2878831‐1	100
Koy Uudenkaupungin Merimetsopolku B	Finland	Subsidiary	2798800‐4	100
Koy Uudenkaupungin Merimetsopolku C	Finland	Subsidiary	2797654‐8	100
Koy Uudenkaupungin Puusepänkatu	Finland	Subsidiary	2766340‐2	100
Koy Vaasan Mäkikaivontie 22	Finland	Subsidiary	1743075-2	100
Koy Vaasan Tehokatu 10	Finland	Subsidiary	2246849-9	100
Koy Vaasan Uusmetsäntie	Finland	Subsidiary	3000725-4	100
Koy Vaasan Vanhan Vaasankatu	Finland	Subsidiary	2882784‐3	100
Koy Valkeakosken Juusontie	Finland	Subsidiary	3244769-1	100
Koy Vantaan Asolantie 14	Finland	Subsidiary	2319120-9	100
Koy Vantaan Haravakuja	Finland	Subsidiary	3331473-5	100
Koy Vantaan Koetilankatu	Finland	Subsidiary	2656382‐1	100
Koy Vantaan Koivukylän Puistotie	Finland	Subsidiary	2933844‐3	100
Koy Vantaan Mesikukantie	Finland	Subsidiary	2755333‐4	100
Koy Vantaan Punakiventie	Finland	Subsidiary	2675834‐6	100
Koy Vantaan Tuovintie	Finland	Subsidiary	2711240‐8	100
Koy Vantaan Vuohirinne	Finland	Subsidiary	2691248‐9	100
Koy Vihdin Hiidenrannantie	Finland	Subsidiary	2616455‐6	100
Koy Vihdin Puhurikuja	Finland	Subsidiary	3507091-4	100
Koy Vihdin Vanhan sepän tie	Finland	Subsidiary	2625959‐8	100
Koy Ylivieskan Mikontie 1	Finland	Subsidiary	2850860‐7	100
Koy Ylivieskan Ratakatu 12	Finland	Subsidiary	2850859‐4	100
Koy Ylöjärven Työväentalontie	Finland	Subsidiary	2690219‐2	100
Majakka Kiinteistöt Oy	Finland	Subsidiary	2760856-9	100
Hoivatilat AB	Sweden⁹	Subsidiary	559169-2461	100
Aedifica Ireland Ltd	Ireland¹⁰	Subsidiary	683400	100
Edge Fusion Ltd	Ireland	Subsidiary	614415	100
Enthree Ltd	Ireland	Subsidiary	683028	100
JKP Nursing Home Ltd	Ireland	Subsidiary	483964	100
Millennial Generation Ltd	Ireland	Subsidiary	607665	100
Prudent Capital Ltd	Ireland	Subsidiary	562309	100
Solcrea Ltd	Ireland	Subsidiary	614470	100
AED RE Espana 1 SLU	Spain¹¹	Subsidiary	B16839649	100
AED RE Espana 2 SLU	Spain	Subsidiary	B91643411	100

1. With the exception of Immobe NV (located at Avenue Louise 331 in 1050 Brussels (Belgium)), all Belgian companies

are located at Rue Belliard 40 box 11 in 1040 Brussels (Belgium).

2. All German companies are located at Eschersheimer Landstraße 14, 60322 Frankfurt am Main (Germany).

3. All Luxembourg companies are located at rue Guillaume J. Kroll 12 C in 1882 Luxembourg (Luxembourg).

4. All Dutch companies are located at Amstelplein 54, 1096 BC Amsterdam (Netherlands).

5. All Jersey companies are located at 47 Esplanade in St. Helier JE1 0BD (Jersey).

6. All UK companies, with the exception of Quercus Nursing Homes 2010 (C) Ltd and Quercus Nursing Homes 2010 (D)

Ltd, are located at 13 Hanover Square, London, England, W1S 1HN (United Kingdom).

7. All UK Isle Of Man companies are located at Fort Anne, Douglas, IM1 5PD, Isle of Man (United Kingdom).

8. All Finnish companies are located at Kasarmintie 21, 90130 Oulu (Finland).

9. The Swedish company is located at Svärdvägen 21, 18233 Danderyd (Sweden).

10. All Irish companies are located at 29 Earlsfort Terrace, Dublin 2, Ireland D02 AY28 (Ireland).

11. All Spanish companies are located at Travessera de Gràcia 11, 5ª pl., 08021 Barcelona (Spain).

12. The residual 75% is held by an investor that is unrelated to Aedifica.

13. The residual 6% is held by an investor that is unrelated to Aedifica.

14. The residual 25% is held by a partner that is unrelated to Aedifica.

15. This entity is located at C/O Teneo Financial Advisory Ltd, The Colmore Building, 20 Colmore Circus Queensway,

Birmingham, B4 6AT, and is in the process of liquidation.

annual report 2025 - FINANCIAL STATEMENTS AEDIFICA

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ADDITIONAL INFORMATION

174

Note 40: Belgian RREC status

(x €1,000)		31/12/2025	31/12/2024
Consolidated debt-to-assets ratio (max. 65%)
Non-current financial debts		1,933,720	2,065,194
Other non-current financial liabilities (except for hedging instruments)	+	88,614	83,979
Trade debts and other non-current debts	+	0	124
Current financial debts	+	551,287	448,442
Other current financial liabilities (except for hedging instruments)	+	3,191	3,281
Trade debts and other current debts	+	47,434	48,933
Total liabilities according to the Royal Decree of 13 July 2014	=	2,624,247	2,649,953
Total assets		6,477,123	6,463,824
Hedging instruments	-	-40,831	-53,990
Total assets according to the Royal Decree of 13 July 2014	=	6,436,292	6,409,834
Debt-to-assets ratio (in %)		40.77%	41.34%
Additional debt capacity - debt ratio at 60%		1,237,528	1,195,947
Additional debt capacity - debt ratio at 65%		1,559,343	1,516,439

Prohibition to invest more than 20% of assets in real estate assets that form a single

property

At 31 December 2025, the largest group of assets operated by the same tenant represents 9% of the

consolidated group assets and is operated by Clariane (formerly known as the Korian group).

Valuation of investment properties by a valuation expert

Aedifica’s properties are valued quarterly by the following independent valuation experts:

Cushman & Wakefield Belgium NV/SA, Stadim BV/SRL, C&W (UK) LLP German Branch, Savills Advisory

Services GmbH & Co. KG, Cushman & Wakefield Netherlands BV, Capital Value Taxaties BV, Knight Frank

LLP, Cushman & Wakefield Finland Oy, CBRE Unlimited Company and Jones Lang LaSalle España SA.

Note 41: Fair value

In accordance with IFRS 13, balance sheet elements for which the fair value can be computed are presented

and broken down as follows:

(x €1,000)			31/12/2025		31/12/2024
	Category	Level	Book value	Fair value	Book value	Fair value
Non-current assets
Non-current financial assets			40,912	40,912	54,273	54,273
a. Hedges	C	2	40,831	40,831	53,990	53,990
b. Other	A	2	80	80	283	283
Equity-accounted	C	2	22,049	22,049	31,586	31,586
investments
Current assets
Trade receivables	A	2	17,469	17,469	19,526	19,526
Tax receivables & other	A	2	9,074	9,074	11,334	11,334
current assets
Cash and cash equivalents	A	1	21,952	21,952	18,451	18,451
Non-current liabilities
Non-current financial debts	A	2	-1,933,720	-1,841,724	-2,065,194	-1,950,181
Other non-current financial
liabilities
a. Authorised hedges	C	2	-6,963	-6,963	-10,922	-10,922
b. Other	A	2	-88,614	-88,614	-83,979	-83,979
Trade debts and other non-	A	2	0	0	-124	-124
current debts
Current liabilities
Current financial debts	A	2	-551,287	-551,287	-448,442	-448,442
Trade debts & other current	A	2	-47,434	-47,434	-48,933	-48,933
debts
Other current financial	A	2	-3,191	-3,191	-3,281	-3,281
liabilities

These categories follow the classification specified by IFRS 9:

• category A: financial assets or liabilities (including accounts receivable & loans) carried at amortised

cost;

• category B: assets or liabilities recognised at fair value through net income;

• category C: assets or liabilities that must be measured at fair value through the net income.

Authorised hedging instruments belong to category C, except for hedging instruments that meet the

requirements of hedge accounting (see IFRS 9), where changes in fair value are recognised in equity.

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175

Note 42: Put options granted to non-controlling shareholders

The Company has committed to acquire the non-controlling shareholdings (6% of the share capital) owned

by third parties in Aedifica.

Luxemburg I SCS, Aedifica Luxemburg II SCS, Aedifica Luxemburg III SCS, Aedifica Luxemburg IV SCS,

Aedifica Luxemburg V SCS, Aedifica Luxemburg VI SCS and Aedifica Residenzen Nord GmbH & Co KG,

should these third parties wish to exercise their put options. The exercise price of such options granted to

non-controlling interest is reflected on the liability side of balance sheet on line ‘I.C.b. Other non-current

financial liabilities – Other’ (see Notes 15 and 23).

Note 43: Alternative Performance Measures (APMs)

Aedifica has used Alternative Performance Measures in accordance with ESMA (European Securities and

Market Authority) guidelines published on 5 October 2015 in its financial communication for many years.

Some of these APMs are recommended by the European Public Real Estate Association (EPRA) and others

have been defined by the industry or by Aedifica in order to provide readers with a better understanding of

the Company’s results and performance. The APMs used in this annual report are identified with an

asterisk (*). Performance measures defined by IFRS standards or by Law are not considered to be APMs,

neither are those that are not based on the consolidated income statement or the balance sheet. The APMs

are defined, annotated and connected with the most relevant line, total or subtotal of the financial statements.

The definition of APMs, as applied to Aedifica’s financial statements, may differ from those used in the

financial statements of other companies.

Note 43.1: Investment properties

Aedifica uses the performance measures presented below to determine the value of its investment properties;

however, these measures are not defined under IFRS. They reflect alternate clustering of investment

properties with the aim of providing the reader with the most relevant information.

(x €1,000)	31/12/2025	31/12/2024
Marketable investment properties	6,022,722	5,935,278
+ Assets classified as held for sale	69,622	100,207
+ Right of use of plots of land	78,920	74,011
+ Land reserve	11,606	12,966
Marketable investment properties including assets classified as held for sale*, or investment properties portfolio	6,182,870	6,122,462
+ Development projects	102,351	95,677
Investment properties including assets classified as held for sale, or real estate portfolio	6,285,221	6,218,139

Note 43.2: Rental income on a like-for-like basis*

Aedifica uses the net rental income on a like-for-like basis* to reflect the performance of investment properties

excluding the effect of scope changes.

(x €1,000)	01/01/2025 - 31/12/2025	01/01/2024 - 31/12/2024
Rental income	360,954	338,138
- Scope changes	-25,136	-11,263
= Rental income on a like-for-like basis*	335,818	326,875

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Note 43.3: Operating charges*, operating margin* and EBIT margin*

Aedifica uses operating charges* to aggregate the operating charges*. It represents items IV. to XV. of the

income statement.

Aedifica uses the operating margin* and the EBIT margin* to reflect the profitability of its rental activities. They

represent the property operating result divided by net rental income and the operating result before result on

portfolio divided by net rental income, respectively.

			31/12/2025
(x €1,000)	BE	DE	NL	UK	FI	SE	IE	ES	Non-allocated	TOTAL
SEGMENT RESULT
Rental income (a)	72,950	64,555	41,276	87,912	68,686	1,100	23,849	626	-	360,954
Net rental income (b)	72,646	64,616	41,135	88,001	68,678	1,099	23,849	477	-	360,501
Property result (c)	72,598	64,617	41,360	88,000	69,151	1,089	23,852	477	4	361,148
Property operating result (d)	71,535	61,376	38,523	85,084	67,302	1,000	23,350	383	4	348,557
OPERATING RESULT BEFORE RESULT ON PORTFOLIO (e)	71,535	61,376	38,523	85,084	67,302	1,000	23,350	383	-36,480	312,073
Operating margin* (d)/(b)										96.7%
EBIT margin* (e)/(b)										86.6%
Operating charges* (e)-(b)										48,428

			31/12/2024
(x €1,000)	BE	DE	NL	UK	FI	SE	IE	ES	Non-allocated	TOTAL
SEGMENT RESULT
Rental income (a)	69,638	63,182	40,929	74,763	61,221	5,338	22,943	124	-	338,138
Net rental income (b)	69,666	63,095	40,848	74,763	61,211	5,331	22,943	124	-	337,981
Property result (c)	69,667	63,088	40,990	74,762	61,842	5,309	22,940	124	-	338,722
Property operating result (d)	68,587	59,807	38,726	72,253	59,355	4,904	22,544	-15	-	326,161
OPERATING RESULT BEFORE RESULT ON PORTFOLIO (e)	68,587	59,807	38,726	72,253	59,355	4,904	22,544	-15	-35,905	290,256
Operating margin* (d)/(b)										96.5%
EBIT margin* (e)/(b)										85.9%
Operating charges* (e)-(b)										47,725

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Note 43.4: Financial result excl. changes in fair value of financial instruments*

Aedifica uses the financial result excl. changes in fair value of financial instruments* to reflect its financial

result before the non-cash effect of financial instruments; however, this performance measure is not defined

under IFRS. It represents the total of items XX., XXI. and XXII. of the income statement.

(x €1,000)	31/12/2025	31/12/2024
XX. Financial income	1,616	971
XXI. Net interest charges	-50,236	-46,701
XXII. Other financial charges	-5,675	-5,176
Financial result excl. changes in fair value of financial instruments*	-54,295	-50,906

Note 43.5: Average cost of debt*

Aedifica uses average cost of debt* and average cost of debt* (incl. commitment fees) to reflect the costs of

its financial debts; however, these performance measures are not defined under IFRS. They represent

annualised net interest charges deducted by reinvoiced interests and IFRS 16 (and commitment fees) divided

by weighted average financial debts.

(x €1,000)	31/12/2025	31/12/2024
Weighted average financial debts (a)	2,459,590	2,421,976
XXI. Net interest charges	-50,236	-46,701
Reinvoiced interests (incl. in XX. Financial income)	0	324
Interest cost related to leasing debts booked in accordance with IFRS 16	1,593	1,429
Annualised net interest charges (b)	-48,643	-44,948
Average cost of debt* (b)/(a)	2.0%	1.9%
Commitment fees (incl. in XXII. Other financial charges)	-3,902	-3,514
Annualised net interest charges (incl. commitment fees) (c)	-52,545	-48,462
Average cost of debt* (incl. commitment fees) (c)/(a)	2.1%	2.0%

Note 43.6: Interest Cover Ratio* (ICR)

Aedifica uses the Interest Cover Ratio* to measure its ability to meet interest payments obligations related to

debt financing and should be at least equal to 2.0x. The ICR* is calculated based on the definition set out in

the prospectus of Aedifica’s Sustainability Bond: ‘Operating result before result on the portfolio’ (lines I to XV

of the consolidated income statement) divided by ‘Net interest charges’ (line XXI) on a 12-month rolling basis.

(x €1,000)	01/01/2025 - 31/12/2025	01/01/2024 - 31/12/2024
Operating result before result on portfolio (TTM) 1	312,073	290,256
XXI. Net interest charges (TTM) 1	-50,236	-46,701
Interest Cover Ratio*	6.2	6.2

Note 43.7: Net debt/EBITDA

This APM indicates how long a company would have to operate at its current level to pay off all its debts. It

is calculated by dividing net financial debts, i.e., long-term and current financial debts minus cash and cash

equivalents (numerator) by the EBITDA of the past twelve months (TTM) (denominator). EBITDA is the

operating result before result on portfolio plus depreciation and amortisation.

(x €1,000)	31/12/2025	31/12/2024
Non-current and current financial debts	2,485,007	2,513,636
- Cash and cash equivalents	-21,952	-18,451
Net debt (IFRS)	2,463,055	2,495,185

Operating result before result on portfolio (TTM) 1	312,073	290,256
+ Depreciation and amortisation of other assets (TTM) 1	2,508	2,508
EBITDA (IFRS)	314,581	292,764
Net Debt / EBITDA	7.8	8.5

The Net debt/EBITDA ratio is not adjusted for projects under construction or recently completed projects that

increase debt but do not contribute, or do not fully contribute, to rental income.

1. TTM (Trailing Twelve Months) means that the calculation is based on financial figures for the past twelve months.

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Note 43.8: Equity

Aedifica uses equity excl. changes in fair value of hedging instruments* to reflect equity before non-cash

effects of the revaluation of hedging instruments; however, this performance measure is not defined under

IFRS. It represents the line ‘equity attributable to owners of the parent’ without cumulated non-cash effects

of the revaluation of hedging instruments.

(x €1,000)	31/12/2025	31/12/2024
Equity attributable to owners of the parent	3,663,700	3,642,975
- Effect of the changes in fair value of hedging instruments	-33,869	-43,214
Equity excl. changes in fair value of hedging instruments*	3,629,831	3,599,761

Note 43.9: Key performance indicators according to the EPRA principles

Aedifica supports the standardisation of reporting, which is designed to improve the quality and comparability

of information. The Group provides investors with most of the information recommended by EPRA (see also

the ‘Reporting according to EPRA standards’ chapter of this Annual Report on pages 188-199). The following

indicators are considered APMs and are calculated in the aforementioned EPRA chapter:

• E

represents the profit (attributable to owners of the Parent) after corrections

recommended by the EPRA. The EPRA Earnings* is calculated in Note 18 (in accordance with the

Aedifica model) and in the EPRA chapter of the Annual Financial Report (in accordance with the model

recommended by EPRA).

• E

represents the line ‘equity attributable to owners of the parent’ after

corrections recommended by the EPRA. The EPRA Net Reinstatement Value* assumes that entities

never sell assets and provide an estimation of the value required to rebuild the entity.

• E

represents the line ‘equity attributable to owners of the parent’ after

corrections recommended by the EPRA. The EPRA Net Tangible Assets* assumes that the Company

acquires and sells assets, which would result in the realisation of certain unavoidable deferred taxes.

• E

represents the line ‘equity attributable to owners of the parent’ after

corrections recommended by the EPRA. The EPRA Net Disposal Value* represents the value accruing

to the Company's shareholders under an asset disposal scenario, resulting in the settlement of

deferred taxes, the liquidation of financial instruments and the recognition of other liabilities for their

maximum amount, net of any resulting tax.

• E

(

)

(

)

represent aggregate operational costs as recommended by the EPRA.

• The E

represents the Company's indebtedness compared to the market value of its assets.

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ANNUAL REPORT 2025 – ADDITIONAL INFORMATION AEDIFICA

2. Abridged Statutory Financial Statements

The Abridged Statutory Financial Statements of Aedifica NV/SA, prepared under IFRS, are summarised below

in accordance with Article 3:17 of Belgian Companies and Associations Code. The unabridged Statutory

Financial Statements of Aedifica NV/SA, its Management Report and its Auditors’ Report will be registered at

the National Bank of Belgium within the legal deadlines. These documents will also be available for free on

the Company’s website (www.aedifica.eu) or on request at the Company’s headquarters.

The statutory auditor released an unqualified opinion on the Statutory Financial Statements of Aedifica NV/SA.

The mandatory distribution in the REIT legislation only relates to the adjusted net result as shown in the REIT’s

statutory annual accounts (prepared in accordance with IFRS). The FSMA circular of 2 July 2020 allows

various accounting options to recognise subisdiaries in the statutory accounts. Currently, Aedifica has opted

for the ‘at cost’ model to account for its subsidiaries. This means that dividends are recognised in the statutory

financial statements when the REIT’s right to receive them is established (IAS 27.12). This implies that the

dividends received are then included in the REIT’s net income for the year and, consequently, in the

distribution obligation.

2.1 Abridged Statutory Income Statement

(x €1,000)

31/12/2025

31/12/2024

Rental income

105,547

102,831

II.

Writeback of lease payments sold and discounted

III.

Rental-related charges

-264

-225

Net rental income 105,283 102,606

IV.

Recovery of property charges

Recovery of rental charges and taxes normally paid by tenants on

let properties

1,952

2,168

VI.

Costs payable by the tenant and borne by the landlord on rental

damage and repair at end of lease

VII.

Charges and taxes not recovered by the tenant on let properties

-1,995

-2,178

VIII.

Other rental-related income and charges

-5

Property result 105,235 102,597

IX.

Technical costs

-608

-1,366

Commercial costs

XI.

Charges and taxes on unlet properties

-16

XII.

Property management costs

549

1,226

XIII.

Other property charges

103

Property charges

-37

Property operating result

105,253

102,561

XIV. Overheads -19,928 -19,449

XV.

Other operating income and charges

462

Operating result before result on portfolio

85,421

83,574

XVI.

Gains and losses on disposals of investment properties

229

-430

XVII.

Gains and losses on disposals of other non-financial assets

XVIII.

Changes in fair value of investment properties

1,073

-25,936

XIX.

Other result on portfolio

-37

Operating result

86,686

57,207

XX.

Financial income

196,155

168,243

XXI. Net interest charges -40,669 -38,587

XXII.

Other financial charges

-9,168

-6,678

XXIII.

Changes in fair value of financial assets and liabilities

-10,344

-15,737

Net finance costs

135,974

107,241

XXIV.

Share in the profit or loss of associates and joint ventures

accounted for using the equity method

-740

-929

Profit before tax (loss)

221,920

163,520

XXV.

Corporate tax and deferred taxes

-6,877

-6,978

XXVI. Exit tax -149 135

Tax expense

-7,026

-6,843

Profit (loss)

214,893

156,677

Basic earnings per share (€)

4.52

3.29

Diluted earnings per share (€)

4.52

3.29

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2.2 Abridged Statutory Statement of Comprehensive Income

(x €1,000)

31/12/2025

31/12/2024

Profit (loss)

214,893

156,677

II.

Other comprehensive income recyclable under the income

statement

Impact on fair value of estimated transaction costs resulting from

hypothetical disposal of investment properties

B. Changes in the effective part of the fair value of authorised cash

flow hedge instruments as defined under IFRS

796 1,115

Currency translation differences linked to conversion of foreign

activities

Other comprehensive income, net of taxes

-1,270

-3,870

Comprehensive income

214,419

153,922

1. Corresponds to ‘Changes in the effective portion of the fair value of hedging instruments (accrued interests)’ as

detailed in Note 32.

2. Mainly includes the transfer to the income statement of interests paid on hedging instruments and the amortisation

of terminated derivatives (see Note 32).

2.3 Abridged Statutory Balance Sheet

ASSETS

31/12/2025

31/12/2024

(x €1,000)

I. Non-current assets

Goodwill

Intangible assets

587

1,029

Investment properties

1,874,965

1,819,753

Other tangible assets

2,266

2,597

Non-current financial assets

3,726,854

3,394,797

Finance lease receivables

G. Trade receivables and other non-current assets 0 0

Deferred tax assets

505

497

Total non-current assets

5,605,177

5,218,673

II.

Current assets

Assets classified as held for sale

10,900

Current financial assets

Finance lease receivables

D. Trade receivables 10,198 9,748

Tax receivables and other current assets

50,572

476,112

Cash and cash equivalents

2,569

6,539

Deferred charges and accrued income

10,038

16,406

Total current assets

73,377

519,705

TOTAL ASSETS

5,678,554

5,738,378

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EQUITY AND LIABILITIES

31/12/2025

31/12/2024

(x €1,000)

EQUITY

Capital

1,203,638

Share premium account

1,719,001

Reserves

348,393

377,225

a. Legal reserve

b. Reserve for the balance of changes in fair value of investment

properties

196,265

215,573

d. Reserve for the balance of changes in fair value of authorised

hedging instruments qualifying for hedge accounting as defined

under IFRS

1,234 1,708

e. Reserve for the balance of changes in fair value of authorised

hedging instruments not qualifying for hedge accounting as defined

under IFRS

46,868

62,153

f. Reserve of exchange differences relating to foreign currency

monetary items

-5,640

-3,874

g. Foreign currency translation reserves 0 0

h. Reserve for treasury shares

-49

-459

j. Reserve for actuarial gains and losses of defined benefit pension

plans

-363

k. Reserve for deferred taxes on investment properties located abroad

-14,413

-11,284

m. Other reserves

-669

n. Result brought forward from previous years

118,499

107,636

o. Reserve- share NI & OCI of equity method invest

5,991

6,804

Profit (loss) of the year

214,893

156,677

TOTAL EQUITY 3,485,925 3,456,541

EQUITY AND LIABILITIES

31/12/2025

31/12/2024

(x €1,000)

LIABILITIES

Non-current liabilities

Provisions

Non-current financial debts

1,632,643

1,813,111

a. Borrowings

841,306

1,011,028

c. Other

791,337

802,083

Other non-current financial liabilities

13,936

18,124

a. Authorised hedges 7,302 10,921

b. Other

6,634

7,203

Trade debts and other non-current debts

Other non-current liabilities

Deferred tax liabilities

19,393

16,405

Non-current liabilities

1,665,972

1,847,640

II.

Current liabilities

A. Provisions 0 0

Current financial debts

505,121

405,776

a. Borrowings

55,121

125,726

c. Other

450,000

280,050

Other current financial liabilities

1,077

1,112

Trade debts and other current debts

15,239

21,197

a. Exit tax

b. Other

15,157

21,197

Other current liabilities

F. Accrued charges and deferred income 5,219 6,112

Total current liabilities

526,657

434,197

TOTAL LIABILITIES

2,192,628

2,281,837

TOTAL EQUITY AND LIABILITIES

5,678,554

5,738,378

annual report 2025 - FINANCIAL STATEMENTS AEDIFICA

CONTENTS

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2.4 Abridged Statutory Statement of Changes in Equity

(x €1,000)

01/01/2024

Capital

increase

in cash

Capital

increase

in kind

Acquisitions /

disposals of

treasury shares

Consolidated

comprehensive

income

Appropriation of

the previous

year's result

Other transfer

relating to asset

disposals

Transfers

between

reserves

Other and

roundings

31/12/2024

Capital

1,203,638

Share premium account

1,719,001

Reserves

484,463

-428

-2,754

-104,055

-1

377,225

a. Legal reserve

b. Reserve for the balance of changes in fair value of investment

properties

266,180 0 0 0 0 -52,438 1,831 0 0

215,573

d. Reserve for the balance of changes in fair value of authorised

hedging instruments qualifying for hedge accounting as

defined under IFRS

4,344 0 0 0 -2,636 0 0 0 0

1,708

e. Reserve for the balance of changes in fair value of authorised

hedging instruments not qualifying for hedge accounting as

defined under IFRS

111,144

-48,991

62,153

f. Reserve of exchange differences relating to foreign currency

monetary items

-4,470

596

-3,874

g. Foreign currency translation reserves

h. Reserve for treasury shares

-31

-428

-459

j. Reserve for actuarial gains and losses of defined benefit

pension plans

-244 0 0 0 -118 0 0 0 -1

-363

k. Reserve for deferred taxes on investment properties located

abroad

-13,846 0 0 0 0 2,562 0 0 0

-11,284

m. Other reserves

-3,277

3,277

-669

n. Result brought forward from previous years

116,170

-7,371

-1,163

107,636

o. Reserve- share NI & OCI of equity method invest

8,493

-1,690

6,804

Profit (loss) 62,621 0 0 0 156,677 -62,621 0 0 0 156,677

TOTAL EQUITY

3,469,723

-428

153,923

-166,676

-1

3,456,541

annual report 2025 - FINANCIAL STATEMENTS AEDIFICA

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(x €1,000)

01/01/2025

Capital

increase

in cash

Capital

increase

in kind

Acquisitions /

disposals of

treasury shares

Consolidated

comprehensive

income

Appropriation of

the previous

year's result

Other transfer

relating to asset

disposals

Transfers

between

reserves

Other and

roundings

31/12/2025

Capital

1,203,638

Share premium account

1,719,001

Reserves

377,225

410

-474

-28,768

-1

348,393

a. Legal reserve

b. Reserve for the balance of changes in fair value of investment

properties

215,573 0 0 0 0 -19,308 0 0 0

196,265

d. Reserve for the balance of changes in fair value of authorised

hedging instruments qualifying for hedge accounting as

defined under IFRS

1,708 0 0 0 -474 0 0 0 0

1,234

e. Reserve for the balance of changes in fair value of authorised

hedging instruments not qualifying for hedge accounting as

defined under IFRS

62,153

-15,285

46,868

f. Reserve of exchange differences relating to foreign currency

monetary items

-3,874

-1,765

-1

-5,640

g. Foreign currency translation reserves

h. Reserve for treasury shares

-459

410

-49

j. Reserve for actuarial gains and losses of defined benefit

pension plans

-363 0 0 0 0 0 0 0 0

-363

k. Reserve for deferred taxes on investment properties located

abroad

-11,284 0 0 0 0 -3,129 0 0 0

-14,413

m. Other reserves

-669

669

n. Result brought forward from previous years

107,636

10,863

118,499

o. Reserve- share NI & OCI of equity method invest

6,804

-813

5,991

Profit (loss) 156,677 0 0 0 214,893 -156,677 0 0 0 214,893

TOTAL EQUITY

3,456,541

410

214,419

-185,445

-1

3,485,925

annual report 2025 - FINANCIAL STATEMENTS AEDIFICA

CONTENTS

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2.5 Abridged Statutory Appropriation Account

The main variation in result appropriation relates to the change in the fair value of financial instruments (see

comments on corrected profit) and the decrease in deferred taxes due to the decrease in fair value of assets.

PROPOSED APPROPRIATION

31/12/2025

31/12/2024

(x €1,000)

A. Profit (loss) 214,893 156,677

B. Transfer to/from the reserves

-6,802

-39,632

1. Transfer to/from the reserve of the (positive or negative) balance of

changes in fair value of investment properties (-/+)

1,178

-19,309

2. Transfer to/from the reserve of the estimated transaction costs

resulting from hypothetical disposal of investment properties (-/+)

3. Transfer to the reserve of the balance of the changes in fair value of

authorised cash flow hedging instruments qualifying for hedge

accounting (-)

4. Transfer to the reserve of the balance of the changes in fair value of

authorised cash flow hedging instruments qualifying for hedge

accounting (+)

5. Transfer to the reserve of the balance of the changes in fair value of

authorised cash flow hedging instruments not qualifying for hedge

accounting (-)

-10,344

-15,285

6. Transfer to the reserve of the balance of the changes in fair value of

authorised cash flow hedging instruments not qualifying for hedge

accounting (+)

0 0

7. Transfer to/from the reserve of the balance of currency translation

differences on monetary assets and liabilities (-/+)

5,816

-1,765

8. Transfer to the reserve of the fiscal latencies related to investment

properties abroad (-/+)

-2,980

-3,129

9. Transfer to the reserve of the received dividends aimed at the

reimbursement of financial debts (-/+)

10. Transfer to/from other reserves (-/+)

669

11. Transfer to/from the result carried forward of the previous years (-/+)

0 0

12. Transfer to the reserve- share NI & OCI of equity method invest

-472

-813

C. Remuneration of the capital provided in article 13, § 1, para. 1

178,592

163,122

D. Remuneration of the capital - other than C

155,290

22,324

Proposed remuneration of the capital (C + D)

333,882

185,445

Result to be carried forward

-112,187

10,864

SHAREHOLDERS' EQUITY THAT CAN NOT BE DISTRIBUTED

ACCORDING TO ARTICLE 7:212 OF THE BELGIAN COMPANIES AND

ASSOCIATIONS CODE

31/12/2025

31/12/2024

(x €1,000)

Paid-up capital or, if greater, subscribed capital (+)

1,203,638

Share premium account unavailable for distribution according to the

Articles of Association (+)

565,068

Reserve for positive balance of changes in fair value of investment

properties (+)

197,443

196,265

Reserve for the balance of changes in fair value of authorised hedging

instruments qualifying for hedge accounting as defined under IFRS (+/-)

1,234 1,708

Reserve for the balance of changes in fair value of authorised hedging

instruments not qualifying for hedge accounting as defined under IFRS (+/-)

36,524

46,868

Reserve of the balance of currency translation differences on monetary

assets and liabilities (+)

177

Reserve for foreign exchange differences linked to conversion of foreign

operations (+/-)

Reserve for the balance of changes in fair value of financial assets available

for sale (+/-)

0 0

Reserve for actuarial differences of defined benefits pension plans (+) 0 0

Reserve of the fiscal latencies related to investment properties abroad (+)

Reserve of the received dividends aimed at the reimbursement of financial

debts (+)

Other reserves declared as non-distributable by the general meeting (+)

Reserve- share NI & OCI of equity method invest

5,519

5,991

Legal reserve (+)

Shareholders' equity that cannot be distributed according to Article

7:212 of the Belgian Companies and Associations Code

2,009,603 2,019,538

Net asset

3,485,925

3,456,541

Interim dividend

Final dividend

-333,882

-185,445

Net asset after distribution

3,152,043

3,271,096

Headroom after distribution

1,142,440

1,251,558

1. Also taking into account the new Aedifica shares issued on 10 March 2026 as part of the exchange offer on

Cofinimmo, all of which are entitled to the full dividend for the 2025 financial year.

annual report 2025 - FINANCIAL STATEMENTS AEDIFICA

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2.6 Corrected profit as defined in the Royal Decree of 13 July 2014

The corrected profit as defined in the Royal Decree of 13 July 2014 is calculated as follows, based on the

Statutory Accounts:

(x €1,000)

31/12/2025

31/12/2024

Profit (loss)

214,893

156,677

Depreciation 784 917

Write-downs

262

222

Other non-cash items

8,658

19,781

Gains and losses on disposals of investment properties

-229

430

Changes in fair value of investment properties

-1,128

25,875

Roundings

Corrected profit

223,240

203,902

Denominator (in shares)

83,470,544

47,550,119

CORRECTED PROFIT PER SHARE (in € per share)

2.67 4.29

Interim dividend

Final dividend

333,882

185,445

Total proposed dividend

333,882

185,445

PAY-OUT RATIO (MIN. 80%)

150%

91%

The main change compared to last year's profit correction relates to the positive fair value of the investment

properties in 2025, as opposed to a negative fair value in 2024 (see Note 10 for more details).

Another notable change is related to other non-cash items, specifically the fair value of financial instruments

that hedge against variable interest rate risk.

1. Also taking into account the new Aedifica shares issued on 10 March 2026 as part of the exchange offer on

Cofinimmo, all of which are entitled to the full dividend for the 2025 financial year.

2.7 Abridged statutory statement of changes in equity after

appropriation of the year’s result

(x €1,000)

Equity as at

31/12/2025

Proposed

result's

appropriation

Equity as at

31/12/2025 after

proposed result's

appropriation

Capital

1,203,638

Share premium account

1,719,001

Reserves

348,393

214,893

563,286

a. Legal reserve

b. Reserve for the balance of changes in fair value

of investment properties

196,265 1,178 197,443

d. Reserve for the balance of changes in fair value

of authorised hedging instruments qualifying for

hedge accounting as defined under IFRS

1,234

e. Reserve for the balance of changes in fair value

of authorised hedging instruments not

qualifying for hedge accounting as defined

under IFRS

46,868

-10,344

36,524

f. Reserve of exchange differences relating to

foreign currency monetary items

-5,640 5,816 177

g. Foreign currency translation reserves

h. Reserve for treasury shares

-49

j. Reserve for actuarial gains and losses of defined

benefit pension plans

-363

k. Reserve for deferred taxes on investment

properties located abroad

-14,413

-2,980

-17,393

m. Other reserves 0 0 0

n. Result brought forward from previous years

118,499

221,695

340,194

o. Reserve- share NI & OCI of equity method

invest

5,991

-472

5,519

Profit (loss)

214,893

-214,893

TOTAL EQUITY

3,485,925

annual report 2025 - FINANCIAL STATEMENTS AEDIFICA

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186

HALMOLEN

CARE HOME

IN ZOERSEL (BE)

information

Additional

1. Reporting according

to EPRA BPR standards

pages 188 > 199

2. External verification

pages 200 > 211

3. Standing documents

pages 212 > 224

4. EPRA sBPR content

table

page 225

5. GRI content index

pages 226 > 227

6. Statements

pages 228 > 229

7. Glossary

pages 230 > 234

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ANNUAL REPORT 2025 – ADDITIONAL INFORMATION AEDIFICA

1. Reporting according to EPRA BPR standards

The EPRA (‘European Public Real Estate Association’) is the voice of Europe’s

publicly traded real estate sector and the most widely used global

benchmark for listed real estate. The Aedifica share has been included in

the ‘FTSE EPRA/NAREIT Developed Europe Index’ since March 2013.

As at 31 December 2025, Aedifica was included in the EPRA Europe index

with a weighting of approx. 1.6% and in the EPRA Belgium index with a

weighting of approx. 18.7%.

In September 2025, Aedifica received an 11

consecutive ‘EPRA BPR Gold

Award’ for its Annual Financial Report (financial year 2024), thus remaining in

the leading group of European companies evaluated by EPRA.

1.1 EPRA key performance indicators

31/12/2025 31/12/2024

EPRA Earnings*

Earnings from operational activities. EPRA Earnings* represent the profit (attributable to owners of the Parent) after

corrections recommended by the EPRA.

x €1,000

244,783

234,581

€ / share

5.15

4.93

EPRA Net Reinstatement Value*

Net Asset Value adjusted in accordance with the Best Practice Recommendations (BPR) Guidelines published by EPRA

in October 2019 for application as from 1 January 2020. The EPRA NRV* assumes that entities never sell assets and

provide an estimation of the value required to rebuild the entity.

x €1,000

4,141,246

4,111,151

€ / share

87.09

86.46

EPRA Net Tangible Assets*

Net Asset Value adjusted in accordance with the Best Practice Recommendations (BPR) Guidelines published by EPRA

in October 2019 for application as from 1 January 2020. The EPRA NTA* assumes that the Company acquires and sells

assets, which would result in the realisation of certain unavoidable deferred taxes.

x €1,000

3,728,066

3,643,666

€ / share 78.40 76.63

EPRA Net Disposal Value* Net Asset Value adjusted in accordance with the Best Practice Recommendations (BPR) Guidelines published by EPRA

in October 2019 for application as from 1 January 2020. The EPRA NDV* represents the value accruing to the

company's shareholders under an asset disposal scenario, resulting in the settlement of deferred taxes, the liquidation

of financial instruments and the recognition of other liabilities for their maximum amount, net of any resulting tax.

x €1,000

3,695,948 3,670,625

€ / share 77.73 77.19

EPRA Net Initial Yield* (NIY) Annualised rental income based on the cash rents passing at the balance sheet date, less non-recoverable property

operating expenses, divided by the market value of the property, increased with (estimated) purchaser’s costs.

% 5.6% 5.3%

EPRA Topped-up NIY*

This measure incorporates an adjustment to the EPRA NIY* in respect of the expiration of rent-free periods or other

unexpired lease incentives such as discounted rent periods and step rents.

5.6%

5.5%

EPRA Vacancy Rate*

Estimated Market Rental Value (ERV) of vacant space divided by ERV of the whole portfolio.

0.1%

EPRA Cost Ratio* (including direct vacancy costs)

Administrative & operating costs (including costs of direct vacancy) divided by gross rental income.

13.5%

14.2%

EPRA Cost Ratio* (excluding direct vacancy costs) Administrative & operating costs (excluding costs of direct vacancy) divided by gross rental income. % 13.5% 14.1%

EPRA LTV* The EPRA LTV* represents the Company's indebtedness compared to the market value of its assets. % 39.7% 40.6%

The EPRA (‘

Award’ for its Annual Financial Report (financial year 202

the leading group of European companies evaluated by EPRA.

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1.2 EPRA Earnings*

EPRA Earnings*

31/12/2025

31/12/2024

x €1,000

Earnings (owners of the parent) per IFRS income statement

244,434

204,831

Adjustments to calculate EPRA Earnings*, exclude:

(i) Changes in value of investment properties, development properties held for investment and other interests

-75,397

-15,195

(ii) Profits or losses on disposal of investment properties, development properties held for investment and other interests

11,665

-374

(iii) Profits or losses on sales of trading properties including impairment charges in respect of trading properties

(iv) Tax on profits or losses on disposals

(v) Goodwill impairment

27,615

30,235

(vi) Changes in fair value of financial instruments and associated close-out costs

9,567

18,708

(vii) Acquisition costs on share deals and non-controlling joint venture interests (IFRS 3)

(viii) Adjustments related to funding structure 0 0

(ix) Adjustments related to non-operating and exceptional items

(x) Deferred taxes in respect of EPRA adjustments

26,413

-3,826

(xi) Adjustments (i) to (x) above in respect of joint ventures

360

592

(xii) Non-controlling interests in respect of the above

126

-390

Roundings

EPRA Earnings* (owners of the parent)

244,783

234,581

Number of shares (Denominator IAS 33)

47,550,119

EPRA Earnings* per Share (EPRA EPS* - in €/share)

5.15

4.93

EPRA Earnings* diluted per Share (EPRA diluted EPS* - in €/share) 5.15 4.93

See section 1.4 of the ‘Financial Review’ chapter for a summary of the consolidated financial statements.

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ANNUAL REPORT 2025 – ADDITIONAL INFORMATION AEDIFICA

1.3 EPRA Net Asset Value indicators

Situation as at 31 December 2025 EPRA Net

Reinstatement

Value*

EPRA Net

Tangible

Assets*

EPRA Net

Disposal

Value*

x €1,000

NAV per the financial statements

(owners of the parent)

3,663,700

NAV per the financial statements (in €/share)

(owners of the parent)

77.05 77.05 77.05

(i) Effect of exercise of options, convertibles and

other equity interests (diluted basis)

Diluted NAV, after the exercise of options,

convertibles and other equity interests

3,663,700 3,663,700 3,663,700

IInncclluuddee::

(ii.a) Revaluation of investment properties (if IAS 40

cost option is used)

- - -

(ii.b) Revaluation of investment properties under

construction (IPUC) (if IAS 40 cost option is used)

(ii.c) Revaluation of other non-current investments

(iii) Revaluation of tenant leases held as finance

leases

(iv) Revaluation of trading properties

Diluted NAV at Fair Value 3,663,700 3,663,700 3,663,700

EExxcclluuddee::

(v) Deferred taxes in relation to fair value gains of IP

158,572

(vi) Fair value of financial instruments

-33,869

(vii) Goodwill as a result of deferred taxes

16,788

(vii.a) Goodwill as per the IFRS balance sheet

-76,536

(vii.b) Intangibles as per the IFRS balance sheet

-589

(ix) Fair value of fixed interest rate debt

91,996

(x) Revaluation of intangibles to fair value

(xi) Real estate transfer tax

336,055

IInncclluuddee//eexxcclluuddee::

Adjustments (i) to (v) in respect of joint venture

interests

Adjusted net asset value (owners of the parent) 4,141,246 3,728,066 3,695,948

Number of shares on the stock market

47,550,119

Adjusted net asset value (in €/share)

(owners of the parent)

87.09

78.40

77.73

x €1,000

Fair value as % of total

portfolio

% of deferred

tax excluded

Portfolio that is subject to deferred tax and intention is

to hold and not to sell in the long run

3,639,155

59%

100%

Situation as at 31 December 2024 EPRA Net

Reinstatement

Value*

EPRA Net

Tangible

Assets*

EPRA Net

Disposal

Value*

x €1,000

NAV per the financial statements

(owners of the parent)

3,642,975

NAV per the financial statements (in €/share)

(owners of the parent)

76.61 76.61 76.61

(i) Effect of exercise of options, convertibles and

other equity interests (diluted basis)

Diluted NAV, after the exercise of options,

convertibles and other equity interests

3,642,975 3,642,975 3,642,975

IInncclluuddee::

(ii.a) Revaluation of investment properties (if IAS 40

cost option is used)

- - -

(ii.b) Revaluation of investment properties under

construction (IPUC) (if IAS 40 cost option is used)

(ii.c) Revaluation of other non-current investments

(iii) Revaluation of tenant leases held as finance

leases

(iv) Revaluation of trading properties

Diluted NAV at Fair Value 3,642,975 3,642,975 3,642,975

EExxcclluuddee::

(v) Deferred taxes in relation to fair value gains of IP

132,315

(vi) Fair value of financial instruments

-43,214

(vii) Goodwill as a result of deferred taxes

45,161

(vii.a) Goodwill as per the IFRS balance sheet

-132,524

(vii.b) Intangibles as per the IFRS balance sheet

-1,047

(ix) Fair value of fixed interest rate debt

115,013

(x) Revaluation of intangibles to fair value

(xi) Real estate transfer tax

333,915

IInncclluuddee//eexxcclluuddee::

Adjustments (i) to (v) in respect of joint venture

interests

Adjusted net asset value (owners of the parent) 4,111,151 3,643,666 3,670,625

Number of shares on the stock market

47,550,119

Adjusted net asset value (in €/share)

(owners of the parent)

86.46

76.63

77.19

x €1,000

Fair value as % of total

portfolio

% of deferred

tax excluded

Portfolio that is subject to deferred tax and intention is

to hold and not to sell in the long run

2,845,975

47%

100%

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ANNUAL REPORT 2025 – ADDITIONAL INFORMATION AEDIFICA

1.4 EPRA NIY* & EPRA topped-up NIY*

EPRA Net Initial Yield* (NIY) & EPRA Topped-up NIY*

31/12/2025

x €1,000

Total

Investment properties - wholly owned

1,255,280

1,201,500

693,910

1,202,143

1,277,680

460,435

34,125

6,125,073

Investment properties - share of JVs/Funds

Trading properties (including share of JVs)

69,622

Less: developments

-11,480

-19,198

-44,040

-27,633

-102,351

Completed property portfolio 1,255,280 1,190,020 693,910 1,252,567 1,233,640 - 432,802 34,125 6,092,344

Allowance for estimated purchasers' costs

31,641

80,038

72,400

83,554

24,737

42,937

749

336,056

Gross up completed property portfolio valuation

1,286,921

1,270,058

766,310

1,336,121

1,258,377

475,739

34,874

6,428,400

Annualised cash passing rental income

74,485

66,547

42,931

81,022

74,668

24,340

723

364,716

Property outgoings

-629

-1,850

-1,595

-1,037

-2,039

-342

-79

-7,572

Annualised net rents

73,856

64,697

41,336

79,985

72,629

23,998

644

357,145

Add: notional rent expiration of rent free periods or other lease incentives

-504

300

244

322

1,162

1,523

Topped-up net annualised rent

73,352

64,997

41,580

79,985

72,951

23,998

1,806

358,668

EPRA NIY (in %)

5.7%

5.1%

5.4%

6.0%

5.8%

5.0%

0.0%

5.6%

EPRA Topped-up NIY (in %)

5.7%

5.1%

5.4%

6.0%

5.8%

5.0%

0.0%

5.6%

EPRA Net Initial Yield* (NIY) & EPRA Topped-up NIY*

31/12/2024

x €1,000

Total

Investment properties - wholly owned

1,254,966

1,166,330

665,440

1,274,181

1,169,900

40,485

435,256

24,397

6,030,955

Investment properties - share of JVs/Funds

Trading properties (including share of JVs)

14,690

7,800

24,561

53,156

100,207

Less: developments

-4,864

-19,852

-38,190

-10,496

-22,275

-95,677

Completed property portfolio 1,254,966 1,176,156 673,240 1,278,890 1,131,710 93,641 424,760 2,122 6,035,485

Allowance for estimated purchasers' costs

31,620

78,727

69,460

85,243

22,533

3,980

42,315

333,915

Gross up completed property portfolio valuation

1,286,586

1,254,883

742,700

1,364,133

1,154,243

97,621

467,075

2,159

6,369,400

Annualised cash passing rental income

71,785

63,368

40,369

71,623

68,279

5,683

22,209

124

343,442

Property outgoings

-416

-2,128

-1,485

-933

-1,948

-398

-112

-122

-7,543

Annualised net rents

71,370

61,240

38,884

70,690

66,331

5,285

22,097

335,899

Add: notional rent expiration of rent free periods or other lease incentives

-67

857

804

10,098

255

1,691

13,638

Topped-up net annualised rent

71,303

62,097

39,688

80,788

66,331

5,540

23,788

349,537

EPRA NIY (in %) 5.5% 4.9% 5.2% 5.2% 5.7% 5.4% 4.7% 0.0% 5.3%

EPRA Topped-up NIY (in %)

5.5%

4.9%

5.3%

5.9%

5.7%

5.1%

0.0%

5.5%

1. See Note 3 of the Consolidated Financial Statements for more details on segment information.

2. The scope of the real-estate charges to be excluded for calculating the EPRA Net Initial Yield is defined in the EPRA Best Practices and does not correspond to ‘real-estate charges’ as presented in the consolidated IFRS accounts.

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1.5 Investment properties – rental data

Investment properties – rental data

31/12/2025

x €1,000

Gross rental

income

Net rental

income

Lettable space

(in m²)

Contractual

rents

Estimated rental value (ERV)

on empty spaces

Estimated rental

value (ERV)

EPRA Vacancy Rate*

(in %)

Segment

Belgium

71,929

70,821

505,527

73,981

70,789

0.0%

Germany

64,463

61,274

603,160

66,847

67,545

0.0%

Netherlands

40,552

37,949

331,628

43,175

43,851

0.2%

United Kingdom

83,907

80,990

335,228

81,022

87,572

0.0%

Finland

68,678

67,305

327,508

74,990

253

72,916

0.3%

Sweden - - - - - - -

Ireland

23,849

23,350

117,368

24,340

23,645

0.0%

Spain

477

387

20,624

1,884

1,906

0.0%

Total marketable investment properties

353,855

342,076

2,241,043

366,240

335

368,224

0.1%

Reconciliation to income statement

Properties sold during the 2025 financial year

2,064

1,925

Properties held for sale

3,805

Land reserve 777 750

Other adjustments

Total marketable investment properties

360,501

348,557

Investment properties – rental data

31/12/2024

x €1,000

Gross rental

income

Net rental

income

Lettable space

(in m²)

Contractual

rents

Estimated rental value (ERV)

on empty spaces

Estimated rental

value (ERV)

EPRA Vacancy Rate*

(in %)

Segment

Belgium

67,825

66,750

505,484

71,719

67,919

0.0%

Germany

61,811

58,554

557,911

64,225

64,919

0.0%

Netherlands

39,160

37,040

347,700

41,173

41,956

0.2%

United Kingdom

72,406

69,901

341,740

81,721

83,395

0.0%

Finland 61,211 59,355 299,771 68,279 142 67,024 0.2%

Sweden

2,075

1,951

11,316

5,938

5,733

0.0%

Ireland

22,943

22,639

117,368

23,900

23,244

0.0%

Spain

124

-15

15,478

124

0.0%

Total marketable investment properties

327,555

316,175

2,196,768

357,080

217

354,314

0.1%

Reconciliation to income statement

Properties sold during the 2024 financial year

3,436

3,426

Properties held for sale 6,236 5,910

Land reserve

755

650

Other adjustments

Total marketable investment properties

337,981

326,161

1. See section 1 ‘Our portfolio’ of the ‘Portfolio’ chapter for more details on rental data.

2. The total ‘gross rental income’ defined in EPRA Best Practices, reconciled with the consolidated IFRS income statement, corresponds to the ‘net rental income’ of the consolidated IFRS accounts.

3. The total ‘net rental income’ defined in EPRA Best Practices, reconciled with the consolidated IFRS income statement, corresponds to the ‘property operating result’ of the consolidated IFRS accounts.

4. The current rent at the closing date plus future rent on leases signed as at 31 December 2025 or 31 December 2024.

5. See ‘Risk factors’ chapter section 1 ‘Rents and tenants’ for more details on vacancy risk.

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1.6 Investment properties – like-for-like net rental income

Investment properties – like-for-like net rental income

31/12/2025

31/12/2024

x €1,000

Net rental income on a

like-for-like basis

Acquisitions

Disposals

Transfers due to

completion

Net rental income

of the period

Net rental income on a

like-for-like basis

Like-for-like net

rental income

Segment

Belgium

69,779

791

965

71,535

67,495

3.4%

Germany

63,208

-2,845

990

61,376

61,887

2.1%

Netherlands

38,821

-1,454

1,149

38,523

37,267

4.2%

United Kingdom

75,774

2,848

153

6,308

85,084

73,506

3.1%

Finland 60,623 1,249 0 5,434 67,306 59,439 2.0%

Sweden

734

266

1,000

705

4.2%

Ireland

23,305

-467

513

23,350

22,826

2.1%

Spain

349

383

-0

0.0%

Total marketable investment properties

332,244

159

450

15,708

348,557

323,124

2.8%

Reconciliation to income statement

Properties sold during the 2025 financial year

Properties held for sale -

Other adjustments

Total marketable investment properties

348,557

1. Marketable investment properties owned throughout the two financial years.

2. The total ‘net rental income’ defined in EPRA Best Practices, reconciled with the consolidated IFRS income statement, corresponds to the ‘property operating result’ of the consolidated IFRS accounts.

3. The variation on a like-for-like basis is shown for each country in the local currency. The total variation on a like-for-like basis is shown in the Group currency.

The 2.8% like-for-like variation in net rental income can be broken down into +2.6% indexation of rents, +0.1% effect of non-recoverable property outgoings, +0.4% rent reversion and contingent rents and -0.3% exchange

rate fluctuation.

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1.7 Investment properties – valuation data

Investment properties – valuation data ¹

31/12/2025

x €1,000

Fair value

Changes in fair value

EPRA NIY* (in %)

Reversion rate (in %)

Segment

Belgium

1,255,280

381

5.7%

-4.5%

Germany 1,190,020 3,512 5.1% 1.0%

Netherlands

693,910

31,702

5.4%

1.4%

United Kingdom

1,252,567

23,841

6.0%

7.5%

Finland

1,233,640

3,694

5.8%

-3.2%

Sweden

-128

0.0%

Ireland

432,802

7,248

5.0%

-2.9%

Spain

34,125

504

0.0%

Total marketable investment properties including assets as held for sale*

6,092,344

70,754

5.6%

0.4%

Reconciliation to the consolidated IFRS balance sheet

Development projects

102,351

7,015

Land reserve

11,606

-242

Right of use of plots of land

78,920

-2,130

Total investment properties including assets classified as held for sale*, or real estate portfolio*

6,285,221

75,397

Investment properties – valuation data ¹

31/12/2024

x €1,000

Fair value

Changes in fair value

EPRA NIY* (in %)

Reversion rate (in %)

Segment

Belgium

1,254,966

-17,702

5.5%

-5.6%

Germany

1,176,156

-14,062

4.9%

1.1%

Netherlands

673,240

13,330

5.2%

1.7%

United Kingdom

1,278,890

36,199

5.2%

2.0%

Finland

1,131,710

4,800

5.7%

-2.1%

Sweden

93,641

-42

5.4%

-3.6%

Ireland

424,760

3,414

4.7%

-2.8%

Spain

2,122

-448

0.0%

-0.2%

Total marketable investment properties including assets as held for sale* 6,035,485 25,489 5.3% -0.8%

Reconciliation to the consolidated IFRS balance sheet

Development projects

95,677

-5,129

Land reserve

12,966

-3,416

Right of use of plots of land

74,011

-1,749

Total investment properties including assets classified as held for sale*, or real estate portfolio*

6,218,139

15,195

1. See section 1 ‘Our portfolio’ of the ‘Portfolio’ chapter for more details on valuation data.

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1.8 Investment properties – lease data

Investment properties – lease data

31/12/2025

x €1,000

Current rent of leases expiring

Average remaining

maturity (in years)

Not later than

one year

Later than one year and

not later than two years

Later than two years and

not later than five years

Later than

five years

Segment

Belgium

4,325

8,694

60,951

Germany

554

1,122

11,481

53,690

Netherlands

705

11,297

11,144

20,029

United Kingdom

1,210

4,837

74,975

Finland

5,232

27,991

23,489

18,278

Sweden

Ireland

24,340

Spain 27 - - - 1,884

Total marketable investment properties including assets as held for sale*

6,502

45,945

59,645

254,148

1. Termination at following possible break.

1.9 Properties under construction / in development

31/12/2025

(in € million)

Cost to date

Costs to completion

Future interest to be capitalised

Forecast total cost

Forecast completion date

Lettable space (in m²)

% Pre-let

ERV on completion

Total

172

276

2030

± 71,000

100%

14.4

31/12/2024

(in € million)

Cost to date Costs to completion Future interest to be capitalised Forecast total cost Forecast completion date Lettable space (in m²) % Pre-let ERV on completion

Total

160

2027

± 41,000

100%

9.3

The breakdown for these projects is provided in section 1.2 of the ‘Portfolio’ chapter.

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1.10 EPRA Cost Ratios*

EPRA Cost Ratios*

x €1,000

31/12/2025

31/12/2024

Administrative/operating expense line per IFRS statement

-48,881

-47,882

Rental-related charges -453 -157

Recovery of property charges

Charges and taxes not recovered by the tenant on let properties

117

Other rental-related income and charges

624

621

Technical costs

-2,847

-3,907

Commercial costs

-3

-39

Charges and taxes on unlet properties

-81

-145

Property management costs

-7,884

-6,918

Other property charges -1,776 -1,552

Overheads

-34,721

-35,074

Other operating income and charges

-1,763

-831

EPRA Costs* (including direct vacancy costs) (A)

-48,881

-47,882

Charges and taxes on unlet properties

145

EPRA Costs* (excluding direct vacancy costs) (B)

-48,800

-47,737

Gross Rental Income (C)

360,954

338,138

EPRA Cost Ratio* (including direct vacancy costs) (A/C)

13.5%

14.2%

EPRA Cost Ratio* (excluding direct vacancy costs) (B/C)

13.5%

14.1%

Overhead and operating expenses capitalised (including share of joint ventures)

891

1,408

As explained in Note 2.2 ‘Summary of material accounting policy information’, Aedifica capitalises overhead costs and operational expenses (project management fees, marketing costs, legal fees, etc.) that are directly linked

to development projects.

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1.11 Capital expenditure

Capital expenditure

Group

(excl. joint ventures)

Joint venture

(proportionate share)

Total group

x €1,000

31/12/2025

Property related capex

(1) Acquisitions ¹

88,295

441

21,321

12,620

42,338

4,074

7,501

88,295

(2) Development ²

88,314

523

6,943

259

17,328

48,557

12,908

1,796

88,314

(3) Investment properties ³

9,306

157

2,169

523

5,213

1,796

-136

-417

9,305

Incremental lettable space

5,837

358

5,088

391

5,837

No incremental lettable space

3,469

157

2,169

165

125

1,405

-136

-417

3,468

Capex related incentives

Other

(4) Capitalised interests ⁴

1,929

326

1.00

302

502

793

1,929

Total capex

187,844

1,121

30,759

13,403

22,843

93,193

-136

17,358

9,302

187,844

Conversion from accrual to cash basis ⁵

-2,431

-91

-326

-166

-302

-1,302

136

-376

-5

-2,432

Total capex on cash basis

185,413

1,030

30,433

13,237

22,541

91,891

16,982

9,297

185,413

Capital expenditure

Group

(excl. joint ventures)

Joint venture

(proportionate share)

Total group

x €1,000

31/12/2024

Property related capex

(1) Acquisitions ¹

224,987

45,854

25,172

143,681

9,280

1,000

224,987

(2) Development ²

136,084

4,772

9,835

5,398

19,569

56,690

6,772

17,502

15,546

136,084

(3) Investment properties ³

8,616

545

2,269

1,624

2,162

1,970

8,616

Incremental lettable space

3,025

2,037

899

3,025

No incremental lettable space

5,591

545

2,269

1,535

125

1,071

5,591

Capex related incentives

Other

(4) Capitalised interests ⁴

4,101

275

485

213

347

1,917

239

619

4,101

Total capex

373,788

51,446

12,589

32,407

165,759

69,857

7,011

19,167

15,552

373,788

Conversion from accrual to cash basis ⁵

-5,508

-309

-485

-213

-347

-3,230

-299

-619

-6

-5,508

Total capex on cash basis

368,280

51,137

12,104

32,194

165,412

66,627

6,712

18,548

15,546

368,280

1. See Note 21 for reconciliation with the cash flow statement.

2. Corresponds to ‘Capitalised development costs’ and ‘Other capitalised expenses’ for development projects, see Note 21.

3. Corresponds to ‘Other capitalised expenses’ for marketable investment properties, see Note 21.

4. Corresponds to ‘Capitalised interest charges’, see Note 21.

5. For reconciliation with ‘Development costs’ in the cash flow statement, add ‘Development’, ‘Investment properties’ and ‘Capitalised interests’ while deducting ‘Conversion from accrual to cash basis’.

6. Negative capex for Ireland and Sweden due to the reversal of deferred considerations from the previous year.

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1.12 EPRA LTV*

EPRA LTV*

x €1,000

31/12/2025

Proportionate consolidation

Group – as reported

Share of joint ventures

Share of material associates

Non-controlling interest

Combined

Include:

Borrowings from Financial Institutions

1,415,652

6,275

26,862

1,395,065

Commercial paper 484,000 - - - 484,000

Hybrids (including convertibles, preference shares, debt, options and forwards)

Bond loans

585,355

Foreign currency derivatives (futures, swaps, options and forwards)

Net payables

20,891

827

20,064

Owner-occupied property (debt)

Current accounts (equity characteristics)

Exclude:

Cash and cash equivalents 21,952 - 5,339 53 27,238

Net debt (A)

2,483,946

936

27,636

2,457,246

Include:

Owner-occupied property

Investment properties at fair value

6,022,722

11,121

41,176

5,992,667

Properties held for sale

69,622

11,514

81,136

Properties under development

102,351

490

101,861

Land reserve 11,606 - - 304 11,302

Intangibles

Net receivables

Financial assets

414

208

206

Total property value (B)

6,206,301

23,049

42,178

6,187,172

LTV (A/B)

40.02%

39.72%

Reconciling items:

•

The sum of ‘Borrowings from financial institutions’, ‘Commercial paper’ and ‘Bond loans’ corresponds to the sum of non-current and current financial debts (see Note 31).

• The ‘Net payables’ correspond to the difference between the trade payables and other current debts (Note 33) and the receivables (composed of trade receivables (Note 25) and tax receivables and other current

assets (Note 26)).

• ‘Cash and cash equivalents’ corresponds to the balance sheet amount and is disclosed in Note 27.

• ‘Investment properties at fair value’, ‘Properties held for sale’ and ‘Properties under development’ can be reconciled with Note 21.

• ‘Financial assets’ is included in the amount of ‘Other non-current receivables from associates’ disclosed in Note 23.

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EPRA LTV*

x €1,000

31/12/2024

Proportionate consolidation

Group – as reported

Share of joint ventures

Share of material associates

Non-controlling interest

Combined

Include:

Borrowings from Financial Institutions

1,614,531

9,551

26,776

1,597,306

Commercial paper 314,050 - - - 314,050

Hybrids (including convertibles, preference shares, debt, options and forwards)

Bond loans

585,055

Foreign currency derivatives (futures, swaps, options and forwards)

Net payables

18,073

896

17,177

Owner-occupied property (debt)

Current accounts (equity characteristics)

Exclude:

Cash and cash equivalents 18,451 40 6,137 52 24,576

Net debt (A)

2,513,258

-40

3,414

27,620

2,489,012

Include:

Owner-occupied property

Investment properties at fair value

5,935,278

16,320

40,789

5,910,809

Properties held for sale

100,207

17,907

227

117,887

Properties under development

95,677

465

144

95,998

Land reserve 12,966 - - 328 12,638

Intangibles

Net receivables

390

394

Financial assets

Total property value (B)

6,144,128

469

34,617

41,488

6,137,726

LTV (A/B)

40.91%

40.55%

Reconciling items:

•

The sum of ‘Borrowings from financial institutions’, ‘Commercial paper’ and ‘Bond loans’ corresponds to the sum of non-current and current financial debts (see Note 31).

assets (Note 26)).

• ‘Cash and cash equivalents’ corresponds to the balance sheet amount and is disclosed in Note 27.

• ‘Investment properties at fair value’, ‘Properties held for sale’ and ‘Properties under development’ can be reconciled with Note 21.

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2. External verification

2.1 Valuation experts’ report

Aedifica assigned to each of the ten valuation experts the task of determining the fair value (from which the

investment value is derived

) of one part of its portfolio of investment properties. Assessments are established

taking into account the remarks and definitions contained in the reports and following the guidelines of the

International Valuation Standards issued by the ‘IVSC’.

Each of the eleven valuation experts has confirmed that:

• they acted individually as valuation expert and have a relevant and recognised qualification, as well

as an ongoing experience for the location and the type of buildings they assessed;

• their opinion of fair value was primarily derived using comparable recent market transactions on

arm’s length terms;

• the relevant properties were considered in the context of current leases and of all rights and

obligations that these commitments entail;

• they evaluated each entity individually;

• that their assessment:

- does not take into account a potential value that can be generated by offering the whole

portfolio on the market;

- does not take into account selling costs applicable to a specific transaction, such as

brokerage fees or advertising;

- is based on the inspection of real estate properties and information provided by Aedifica (i.e.

rental status and surface area, sketches or plans, rental charges and property taxes related

to the property, and compliance and pollution matters); and

- is made under the assumption that no non-communicated piece of information is likely to

affect the value of the property;

• they assumed the information provided to them to be accurate and complete.

Based on the ten assessments, the consolidated fair value of the portfolio amounted to €6,206,301,243

at 31 December 2025. The marketable investment properties

held by Aedifica group amounted to

€6,092,344,384. Contractual rents amounted to €366,239,713 which corresponds to an initial rental yield of

6.01% compared to the fair value of marketable investment properties. The current occupancy rate amounts

to 99.90%. Assuming that the marketable investment properties are 100% rented and that the current

vacancy is let at market rent, contractual rent would amount to €366,596,529, i.e. an initial yield of 6.02%

compared to the fair value of the marketable investment properties.

The above-mentioned amounts include the fair values and contractual rents of the UK assets in pounds

sterling and converted into euros using the exchange rates as at 31 December 2025 (0.87228 EUR/GBP).

As at 31 December 2025:

• the consolidated fair value of the assets located in Belgium amounted to €1,258,786,000;

including €1,255,280,029 for marketable investment properties. Contractual rents amounted to

€73,981,058 which corresponds to an initial yield of 5.9% to the fair value of the marketable

investment properties.

• the consolidated fair value of the assets located in Germany amounted to €1,206,560,000;

including €1,190,020,000 for marketable investment properties. Contractual rents amounted to

€66,847,429 which corresponds to an initial yield of 5.6% to the fair value of the marketable

investment properties.

• the consolidated fair value of the assets located in the Netherlands amounted to €693,910,000;

including €693,910,000 for marketable investment properties. Contractual rents amounted to

€43,174,927 which corresponds to an initial yield of 6.2% to the fair value of the marketable

investment properties.

• the consolidated fair value of the assets located in the UK amounted to £1,109,336,232;

including £1,092,590,021 for marketable investment properties. Contractual rents amounted to

£70,674,008 which corresponds to an initial yield of 6.5% to the fair value of the marketable

investment properties.

1. The expert report was reproduced with the agreement of Cushman & Wakefield Belgium NV/SA, Stadim

BV/SRL, Savills Advisory Services GmbH & Co. KG, C&W (UK) LLP German Branch, Cushman & Wakefield

Netherlands BV, Capital Value Taxaties BV, Knight Frank LLP, Cushman & Wakefield Finland Oy, CBRE

Advisory (Ireland) Ltd and Jones Lang LaSalle España SA. The sum of all elements of the portfolio individually

assessed by the abovementioned valuation experts constitutes Aedifica’s whole consolidated portfolio.

2. ‘Investment value’ is defined by Aedifica as the value assessed by a valuation expert, of which transfer costs

are not deducted (also known as ‘gross capital value’).

3. The abovementioned portfolio is broken down in two lines on the balance sheet (lines ‘I.C. Investment

properties’ and ‘II.A. Assets classified as held for sale’).

4. In this report, ‘marketable investment properties’ also include assets classified as held for sale, while excluding

development projects and land reserve. Marketable investment properties are hence completed properties that

are let or lettable.

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ANNUAL REPORT 2025 – ADDITIONAL INFORMATION AEDIFICA

• the consolidated fair value of the assets located in Finland amounted to €1,278,250,000;

including €1,233,640,000 for marketable investment properties. Contractual rents amounted to

€74,990,076 which corresponds to an initial yield of 6.1% to the fair value of the marketable

investment properties.

• the consolidated fair value of the assets located in Ireland amounted to €460,435,000;

including €432,802,303 for marketable investment properties. Contractual rents amounted to

€24,339,740 which corresponds to an initial yield of 5.6% to the fair value of the marketable

investment properties.

• the consolidated fair value of the assets located in Spain amounted to €36,595,000;

including €34,125,000 for marketable investment properties. Contractual rents amounted to

€1,884,388 which corresponds to an initial yield of 5.5% to the fair value of the marketable

investment properties.

In the context of a reporting in compliance with the International Financial Reporting Standards, our

evaluations reflect the fair value. The fair value is defined by IAS 40 and IFRS 13 as ‘the price that would be

received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at

the measurement date’. The IVSC considers that the definition of fair value under IAS 40 and IFRS 13 is

generally consistent with market value.

Opinions of the valuation experts

Valuation expert Fair value of valued

assets of portfolio as

at 31 December 2025

Investment value

(before deduction

of transfer costs

)

Cushman & Wakefield

Belgium NV/SA

Gregory Lamarche

MRICS

€646,041,500

€662,453,500

Stadim BV/SRL

Nicolas Janssens

€612,744,500

€628,225,472

Savills Advisory Services

GmbH & Co. KG

Thomas Berger

MRICS

€611,190,000

€656,707,409

C&W (UK) LLP German

Branch

Peter Fleischmann MRICS €595,370,000 €631,110,000

Cushman & Wakefield

Netherlands BV

Fabian Pouwelse MRICS €560,610,000 €619,760,000

Capital Value Taxaties BV Rik Rozendal & Ian Ijnzen

€133,300,000 €146,550,000

Knight Frank LLP

Kieren Cole

MRICS

& Andrew Sage

MRICS

£1,109,336,232

(€1,271,765,243

)

£1,183,721,495

(€1,357,041,996

)

Cushman & Wakefield

Finland Oy

Ville Suominen

MRICS

€1,278,250,000

€1,303,882,373

CBRE Advisory (Ireland) Ltd

Aidan Reynolds

€460,435,000

€506,117,051

Jones Lang LaSalle España

Felix Painchaud

MRICS

€36,595,000

€37,403,883

Total

€6,206,301,243

€6,549,251,683

of which:

Marketable investment properties

€6,022,722,298

€6,354,185,979

Development projects

€102,350,889

€108,514,218

Assets classified as held for sale

€69,622,087

€74,213,540

Land reserve

€11,605,971

€12,337,946

1. The valuation expert values only a part of Aedifica’s portfolio and does not take responsibility for the valuation

of the portfolio as a whole. The valuation expert therefore signs only for the accuracy of the figures of the assets

he values. No further liability for any other valuation expert will be accepted.

2. In this context, the transfer costs require adaptation to the market conditions. Based on the analysis of a large

number of transactions in Belgium, the Belgian experts acting at the request of publicly traded real estate

companies, reunited in a working group, came to the following conclusion: given the various ways to transfer

property in Belgium, the weighted average of the transfer costs was estimated at 2.5%, for investment

properties with a value in excess of €2.5 million. The investment value corresponds therefore to the fair value

plus 2.5% of transfer costs. The fair value is also calculated by dividing the investment value by 1.025.

Properties in Belgium below the threshold of €2.5 million remain subject to usual transfer costs (12.0% or 12.5%

depending on their location). Their fair value corresponds thus to the value excluding transfer costs. Assets

located in Germany, the Netherlands, the United Kingdom, Finland, Sweden, Ireland and Spain are not

concerned by this footnote. In the assessment of their investment value, the usual local transfer costs and

professional fees are taken into account.

3. Based on the exchange rate of 0.87228 EUR/GBP as at 31 December 2025.

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EY Bedrijfsrevisoren

EY Réviseurs d’Entreprises

Kouterveldstraat 7B 001

-1831 Diegem

Tel: +32 (0)2 774 91 11

ey.com

Independent auditor’s report to the general meeting of Aedifica SA for the year ended 31 December 2025

In the context of the statutory audit of the Consolidated Financial Statements of Aedifica SA (the “Company”) and its subsidiaries (together the “Group”), we report to you as

statutory auditor

. This report includes our opinion on the consolidated balance sheet as at 31 December 2025, the consolidated income statement, the consolidated statement

of comprehensive income, the consolidated statement of changes in equity and the consolidated cash flow statement for the year ended 31 December 2025 and the disclosures

including material accounting policy information (all elements together the “Consolidated Financial Statements”) as well as our report on other legal and regulatory

requirements. These two reports are considered one report and are inseparable

We have been appointed as statutory auditor by the shareholders’ meeting of 14 May 2024, in accordance with the proposition by the Board of Directors following

recommendation of the Audit Committee. Our mandate expires at the shareholders’ meeting that will deliberate on the Consolidated Financial Statements for the year ending

31 December 2026. We performed the audit of the Consolidated Financial Statements of the Group during 14 consecutive years.

Report on the audit of the Consolidated Financial Statements

Unqualified opinion

We have audited the Consolidated Financial Statements of Aedifica SA, that comprise

of the consolidated balance sheet on 31 December 2025, the consolidated income

statement, the consolidated statement of comprehensive income, the consolidated

statement of changes in equity and the consolidated cash flow statement of the year

and the disclosures including, material accounting policy information, which show a

consolidated balance sheet total of € 6.477.123 thousand and of which the

consolidated income statement shows a profit for the year of € 245.120 thousand.

In our opinion, the Consolidated Financial Statements give a true and fair view of the

consolidated net equity and financial position as at 31 December 2025, and of its

consolidated results for the year then ended, prepared in accordance with the IFRS

Accounting Standards as adopted by the European Union and with applicable legal and

regulatory requirements in Belgium.

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Audit report dated 24 March 2026 on the Consolidated Financial

Statements of Aedifica SA as of and for the year

ended 31 December 2025 (continued)

Basis for the unqualified opinion

We conducted our audit in accordance with International Standards on Auditing

(“ISA’s”) applicable in Belgium. In addition, we have applied the ISA's approved by the

International Auditing and Assurance Standards Board (“IAASB”) that apply at the

current year-end date and have not yet been approved at national level. Our

responsibilities under those standards are further described in the “Our

responsibilities for the audit of the Consolidated Financial Statements” section of our

report.

We have complied with all ethical requirements that are relevant to our audit of the

Consolidated Financial Statements in Belgium, including those with respect to

independence.

We have obtained from the Board of Directors and the officials of the Company the

explanations and information necessary for the performance of our audit and we

believe that the audit evidence we have obtained is sufficient and appropriate to

provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most

significance in our audit of the Consolidated Financial Statements of the current

reporting period.

These matters were addressed in the context of our audit of the Consolidated Financial

Statements as a whole and in forming our opinion thereon, and consequently we do

not provide a separate opinion on these matters.

Valuation Investment Properties

Description of the key audit matter

Investment property amounts to a significant part (97%) of the assets of the Group.

In accordance with the accounting policies and IAS 40 standard “Investment property”,

investment property is measured at fair value, and the changes in the fair value of

investment property are recognized in the income statement. The fair value of

investment properties belongs to the level 3 in the fair value hierarchy as defined

within the IFRS 13 standard “Fair Value Measurement”.

Some assumptions used for valuation purposes are based on data that can be

observed only to a limited extent (discount rate, future occupancy rate, …) and

therefore require judgement from management. The audit risk appears in the

valuation of these investment properties and is therefore considered a Key Audit

Matter.

Summary of the procedures performed

The Group uses external experts to make an estimate of the fair value of its buildings.

We have assessed the valuation reports of the external experts (with the support of

our internal valuation experts). More precisely, we have:

• assessed the objectivity, the independence and the competence of the external

experts,

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Audit report dated 24 March 2026 on the Consolidated Financial

Statements of Aedifica SA as of and for the year

ended 31 December 2025 (continued)

• tested the integrity of source data (contractual rentals, maturities of the rental

contracts, …) used in their calculations and reconciled with underlying contracts

for a sample;

• assessed the models and assumptions used in their reports (discount rates, future

occupancy rates, …) for a sample;

Finally, we have assessed the appropriateness of the information on the fair value of

the investment properties disclosed in note 21 of the Consolidated Financial

Statements.

Goodwill impairment

Description of the key audit matter

In January 2020, Aedifica acquired its Finnish subsidiary Hoivatilat resulting in a

goodwill in Aedifica SA's Consolidated Financial Statements amounting to € 161,7

million. Aedifica recognized a goodwill impairment of € 27,6 million in 2025.

In conformity with IAS 36 “Impairment of Assets”, the Group carries out impairment

tests at least annually or more frequently if indicators of impairment are present.

Management's assessment of potential impairments on this recorded goodwill is

based on a comparison of the carrying value of the cash-generating units ("CGUs") to

which goodwill has been allocated with the fair value less costs to sell of the CGUs. The

assessment is an estimation process that requires estimates and judgments by

management of the assumptions used, including the determination of Hoivatilat's

future cash flows as well as the determination of the discount rate and indexation rate

used, which are complex and subjective. Changes in these assumptions could

lead to material changes in the estimated fair value less cost to sell, which has a

potential impact on potential impairments to be recorded at the level of goodwill and

are therefore considered as a Key Audit Matter.

Summary of the procedures performed

• We have obtained an understanding of the process for management's

identification of impairment indicators;

• We have assessed the valuation methods used by management to determine the

fair value less cost to sell of Hoivatilat as well as the reasonableness of the key

assumptions (discount rate, indexation rate and future cash flows), with the help

of our internal valuation specialists;

• We have assessed the reasonableness of future cash flows included in the

goodwill valuation test based on historical results and the available business plan;

• We have verified that those future cash flows are based on business plans

approved by the Board of Directors;

• We have tested the mathematical accuracy of valuation models and we have

assessed management's goodwill impairment decision;

• We have assessed the accuracy of management's sensitivity analysis;

• We reconciled the accounting entries related to goodwill impairment with the

results of the impairment test;

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Audit report dated 24 March 2026 on the Consolidated Financial

Statements of Aedifica SA as of and for the year

ended 31 December 2025 (continued)

• We have assessed the adequacy and completeness of the information included in

note 19 of the Consolidated Financial Statements.

Responsibilities of the Board of Directors for the preparation of the

Consolidated Financial Statements

The Board of Directors is responsible for the preparation of the Consolidated Financial

Statements that give a true and fair view in accordance with the IFRS Accounting

Standards as adopted by the European Union and with applicable legal and regulatory

requirements in Belgium and for such internal controls relevant to the preparation of

the Consolidated Financial Statements that are free from material misstatement,

whether due to fraud or error.

As part of the preparation of Consolidated Financial Statements, the Board of Directors

is responsible for assessing the Company’s ability to continue as a going concern, and

provide, if applicable, information on matters impacting going concern, The Board of

Directors should prepare the financial statements using the going concern basis of

accounting, unless the Board of Directors either intends to liquidate the Company or to

cease business operations, or has no realistic alternative but to do so.

Our responsibilities for the audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance whether the Consolidated Financial

Statements are free from material misstatement, whether due to fraud or error, and to

express an opinion on these Consolidated Financial Statements based on our audit.

Reasonable assurance is a high level of

assurance, but not a guarantee that an audit conducted in accordance with the ISA’s

will always detect a material misstatement when it exists. Misstatements can arise

from fraud or error and considered material if, individually or in the aggregate, they

could reasonably be expected to influence the economic decisions of users taken on

the basis of these Consolidated Financial Statements.

In performing our audit, we comply with the legal, regulatory and normative

framework that applies to the audit of the Consolidated Financial Statements in

Belgium. However, a statutory audit does not provide assurance about the future

viability of the Company and the Group, nor about the efficiency or effectiveness with

which the Board of Directors has taken or will undertake the Company's and the

Group’s business operations. Our responsibilities with regards to the going concern

assumption used by the Board of Directors are described below.

As part of an audit in accordance with ISA’s, we exercise professional judgment and

we maintain professional skepticism throughout the audit. We also perform the

following tasks:

• identification and assessment of the risks of material misstatement of the

Consolidated Financial Statements, whether due to fraud or error, the planning

and execution of audit procedures to respond to these risks and obtain audit

evidence which is sufficient and appropriate to provide a basis for our opinion.

The risk of not detecting material misstatements resulting from fraud is higher

than when such misstatements result from errors, since fraud may involve

collusion, forgery, intentional omissions, misrepresentations, or the override of

internal control;

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Audit report dated 24 March 2026 on the Consolidated Financial

Statements of Aedifica SA as of and for the year

ended 31 December 2025 (continued)

• obtaining insight in the system of internal controls that are relevant for the audit

and with the objective to design audit procedures that are appropriate in the

circumstances, but not for the purpose of expressing an opinion on the

effectiveness of the Company’s internal control;

• evaluating the selected and applied accounting policies, and evaluating the

reasonability of the accounting estimates and related disclosures made by the

Board of Directors as well as the underlying information given by the Board of

Directors;

• conclude on the appropriateness of the Board of Directors’ use of the going-

concern basis of accounting, and based on the audit evidence obtained, whether

or not a material uncertainty exists related to events or conditions that may cast

significant doubt on the Company’s or Group’s ability to continue as a going

concern. If we conclude that a material uncertainty exists, we are required to draw

attention in our auditor’s report to the related disclosures in the Consolidated

Financial Statements or, if such disclosures are inadequate, to modify our opinion.

Our conclusions are based on audit evidence obtained up to the date of the

auditor’s report. However, future events or conditions may cause the Company to

cease to continue as a going-concern;

• evaluating the overall presentation, structure and content of the Consolidated

Financial Statements, and evaluating whether the Consolidated Financial

Statements reflect a true and fair view of the underlying transactions and events.

We communicate with the Audit Committee within the Board of Directors regarding,

among other matters, the planned scope and timing of the audit and significant audit

findings, including any significant deficiencies in internal control that we identify

during our audit.

Because we are ultimately responsible for the opinion, we are also responsible for

directing, supervising and performing the audits of the subsidiaries. In this respect we

have determined the nature and extent of the audit procedures to be carried out for

group entities.

We provide the Audit Committee within the Board of Directors with a statement that

we have complied with relevant ethical requirements regarding independence, and to

communicate with them all relationships and other matters that may reasonably be

thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with the Audit Committee within the Board of

Directors, we determine those matters that were of most significance in the audit of

the Consolidated Financial Statements of the current period and are therefore the key

audit matters. We describe these matters in our report, unless the law or regulations

prohibit this.

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Audit report dated 24 March 2026 on the Consolidated Financial

Statements of Aedifica SA as of and for the year

ended 31 December 2025 (continued)

Report on other legal and regulatory requirements

Responsibilities of the Board of Directors

The Board of Directors is responsible for the preparation and the content of the Board

of Directors’ report on the Consolidated Financial Statements, and other information

included in the annual report.

Responsibilities of the auditor

In the context of our mandate and in accordance with the additional standard to the

ISA’s applicable in Belgium, it is our responsibility to verify, in all material respects, the

Board of Directors’ report on the Consolidated Financial Statements, and other

information included in the annual report, as well as to report on these matters.

Aspects relating to Board of Directors’ report and other information included

in the annual report

In our opinion, after carrying out specific procedures on the Board of Directors’ report,

the Board of Directors’ report is consistent with the Consolidated Financial Statements

and has been prepared in accordance with article 3:32 of the Code of companies and

associations.

In the context of our audit of the Consolidated Financial Statements, we are also

responsible to consider whether, based on the information that we became aware of

during the performance of our audit, the Board of Directors’ report and other

information included in the annual report, being:

• Summary of the consolidated financial statements: p.75-80

• Reporting according to EPRA BPR standards: p.188-199

contain any material inconsistencies or contains information that is inaccurate or

otherwise misleading. In light of the work performed, there are no material

inconsistencies to be reported.

Independence matters

Our audit firm and our network have not performed any services that are not

compatible with the audit of the Consolidated Financial Statements and have

remained independent of the Company during the course of our mandate.

The fees related to additional services which are compatible with the audit of the

Consolidated Financial Statements as referred to in article 3:65 of the Code of

companies and associations were duly itemized and valued in the notes to the

Consolidated Financial Statements.

European single electronic format (“ESEF”)

In accordance with the standard on the audit of the conformity of the financial

statements with the European single electronic format (hereinafter "ESEF"), we have

carried out the audit of the compliance of the ESEF format with the regulatory

technical standards set by the European Delegated Regulation No 2019/815 of 17

December 2018 (hereinafter: "Delegated Regulation").

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Audit report dated 24 March 2026 on the Consolidated Financial

Statements of Aedifica SA as of and for the year

ended 31 December 2025 (continued)

The Board of Directors is responsible for the preparation, in accordance with the ESEF

requirements, of the consolidated financial statements in the form of an electronic file

in ESEF format in the official Dutch language (hereinafter 'the digital consolidated

financial statements') included in the annual financial report available on the portal of

the FSMA (https://www.fsma.be/en/stori) in the official Dutch language.

It is our responsibility to obtain sufficient and appropriate supporting evidence to

conclude that the format and markup language of the digital consolidated financial

statements comply in all material respects with the ESEF requirements under the

Delegated Regulation.

Based on the work performed by us, we conclude that the format and tagging of

information in the digital consolidated financial statements of Aedifica SA per

31 December 2025 included in the annual financial report available on the portal of

the FSMA (https://www.fsma.be/en/stori) in the official Dutch language are, in all

material respects, in accordance with the ESEF requirements under the Delegated

Regulation.

Other communications.

• This report is consistent with our supplementary declaration to the Audit

Committee as specified in article 11 of the regulation (EU) nr. 537/2014.

Brussels, 24 March 2026

EY Bedrijfsrevisoren BV/ EY Réviseurs d’Entreprises SRL

Statutory auditor

Represented by

Christophe Boschmans*

Partner

*Acting on behalf of a BV/SRL

26CBO0051

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EY Bedrijfsrevisoren

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Kouterveldstraat 7B 001

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Tel: +32 (0)2 774 91 11

ey.com

Independent Auditor’s assurance report

Introduction

We were engaged by Aedifica nv to perform a limited

assurance engagement in accordance with the

International Standard on Assurance Engagements Other

Than Audits or Reviews of Historical Financial Information

(“ISAE 3000 revised”), thereafter referred to as “the

Engagement”, to report on (i) the use of proceeds for the

issuances of green finance instruments included in part

‘Financial Review’, chapter 1.3.2 ‘Sustainable Finance

Framework’ (Subject Matter 1), and (ii) selected

sustainability indicators as listed in Appendix 1 (“Subject

Matter 2) , as reported in the annual report of Aedifica (the

“Report”) for the period from 1 January 2025 to

31 December 2025. Together Subject Matters 1 and 2 are

referred to in this report as ‘the Subject Matters” and are

specified in Appendix 1.

Other than as described in the preceding paragraph, which

sets out the scope of our engagement, we did not perform

assurance procedures on the remaining sustainability

indicators included in the Report, and accordingly, we do

not express a conclusion on this information.

Criteria applied by the Company

In preparing the use of proceeds included the Sustainable

Finance Framework section (‘Subject Matter 1) in the

Report, Aedifica applied, in all material respects, the

criteria of use of proceeds to Eligible Assets disclosed in

section ‘Use of Proceeds’ of Aedifica’s Sustainable Finance

Finance Framework (https://aedifica.eu/wp-

content/uploads/2021/08/20210826-Aedifica-Sustainable-

Finance-Framework.pdf) (hereafter “Use of Proceeds

Criteria”).

In preparing the sustainability indicators as listed in

Appendix 1 (“Subject Matter 2”), Aedifica applied, in all

material respects, the Guidelines for the Preparation of the

Sustainability Report of the Global Reporting Initiative (GRI)

Standard and own developed criteria. Together we will

refer to these as the “KPI Criteria”.

Together, the Use of Proceeds criteria and the KPI Criteria

are referred to in this report as “the Criteria”.

Aedifica’s responsibilities

Aedifica is responsible for selecting the Criteria, and for

presenting the Subject Matters in accordance with the

Criteria, in all material respects. This responsibility includes

establishing and maintaining internal controls, maintaining

adequate records and

making estimates that are relevant to the preparation of

the Subject Matters, such that it is free from material

misstatement, whether due to fraud or error.

EY’s responsibilities

Our responsibility is to express a limited assurance

conclusion on the Subject Matters, based on the evidence

we obtained. We conducted our limited assurance

engagement in accordance with the International Standard

for Assurance Engagements Other Than Audits or Reviews

of Historical Financial Information (“ISAE 3000 revised”),

issued by the International Auditing and Assurance

Standards Board.

A limited assurance engagement undertaken in accordance

with ISAE 3000 revised involves assessing the suitability of

the Company’s use of the Criteria as the basis for the

preparation of the Subject Matter, assessing the risks of

material misstatement whether due to fraud or error,

responding to the assessed risks as necessary in the

circumstances, and evaluating the overall presentation of

the Subject Matter.

A limited assurance engagement is more limited in scope

than a reasonable assurance engagement in relation to the

risk assessment procedures, including an understanding of

internal control, and the procedures performed in response

to the assessed risks.

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STATEMENT

RISK FACTORS

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Independent Auditor’s assurance report

Aedifica nv

A limited assurance engagement consists of making

inquiries, primarily of persons responsible for preparing the

Subject Matter and related information and applying

analytical and other appropriate procedures. A higher level

of assurance, i.e. reasonable assurance, would have

required more extensive procedures.

Our limited assurance conclusion relates solely to the

Subject Matters. Also, with respect to Subject Matter 1, it is

not our responsibility to provide any form of assurance on:

• The suitability of the Criteria in relation to the ICMA’s

Green Bond Principles 2021 (“GBP”),

APLMA/LMA/LSTA’s Green Loan Principles 2023 (“GLP”)

and ICMA’s Social Bond Principles 2021 (“SBP") which

was assessed by V.E. in the ‘Second Party Opinion’

published in August 2021 on https://aedifica.eu/wp-

content/uploads/2021/08/20210830_V.E_SPO_Aedifica

_VF_V3.pdf

• The management of the proceeds from the sustainable

finance instruments prior to their allocation or the use

of these proceeds after their allocation.

Our Independence and Quality Control

We have maintained our independence and confirm that

we have met the requirements of the Code of Ethics for

Professional Accountants issued by the International Ethics

Standards Board for Accountants and have the required

competencies and experience to conduct this assurance

engagement.

Our firm applies International Standard on Quality

Management 1, which requires us to design, implement

and operate a system of quality management including

policies or procedures regarding compliance with ethical

requirements, professional standards and applicable legal

and regulatory requirements.

Description of procedures performed

Procedures performed in a limited assurance engagement

vary in nature and timing from and are less extensive than

for a reasonable assurance engagement. Consequently, the

level of assurance obtained in a limited assurance

engagement is substantially lower than the assurance that

would have been obtained had a reasonable assurance

engagement been performed.

A limited assurance engagement consists of making

enquiries, primarily of persons responsible for preparing

the Subject Matter and related information and applying

analytical and other appropriate procedures.

Procedures performed, amongst others, included:

• Obtaining an understanding of the reporting processes

for the Subject Matters;

• Interviewing management and relevant staff at

corporate level responsible for consolidating and

carrying out internal control procedures on the Subject

Matters;

• Interviewing relevant staff responsible for reporting the

Subject Matters to the relevant staff at corporate level;

• Evaluating the consistent application of the Criteria;

• Obtaining internal and external documentation that

reconciles with the Subject Matters;

• Performing an analytical review of the data and trends

in the Subject Matters at consolidated level as well,

when deemed appropriate in the circumstances, at a

disaggregated level;

• Performing limited tests of details and tracing the input

information to supporting invoices or other evidence;

• Evaluating the overall presentation of the Subject

Matters.

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Independent Auditor’s assurance report

Aedifica nv

For all Subject Matters, we believe that the evidence

obtained is sufficient and appropriate to provide a basis for

our limited assurance conclusion.

Conclusion

Based on our review, nothing has come to our attention

that causes us to believe that that the Subject Matters,

included in the annual report of Aedifica for the period

from 1 January 2025 to 31 December 2025, were not

prepared, in all material respects, in accordance with the

Criteria.

Brussels, 24 March 2026

EY Réviseurs d’Entreprises SRL

Represented by

Christophe Boschmans*

Partner

* Acting on behalf of a SRL

26CBO0071

Appendix 1 – Subject Matter Specification

Subject Matter 1. Use of proceeds

Part ‘Financial Review’, Chapter 1.3.2 “Sustainable Finance

Framework”

• Allocation of proceeds ( 2 tables)

• Breakdown by use of proceeds category

• Breakdown by geographical area

• Breakdown of new financing vs. refinancing

• Breakdown of eligible assets

• Selection criteria

Subject Matter 2. Selected KPIs

Part ‘Partners’, Chapter 2.1. “Operator Engagement”

• % of Leases with quality-of-care commitment

Part ‘Organisation’, Chapter 2.3. “Health & Wellbeing”

• Absenteeism Rate

Part ‘Portfolio’, Chapter 2.5. “Improving building

certification”

• EPC coverage

• Breakdown of EPC levels (2 tables)

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3. Standing documents

3.1 General information

3.1.1 Company name (Article 1 of the Articles of Association)

The legal form of this Company is that of a public limited liability company with the name ‘AEDIFICA’.

The Company is a public regulated real estate company (‘Public RREC’ or ‘RREC’), subject to the Belgian Act

of 12 May 2014 on regulated real estate companies, as amended from time to time (the ‘RREC Act’), whose

shares are admitted to trading on a regulated market.

The company name and all of the documents which it produces, contain the words ‘public regulated real

estate company under Belgian law’, or ‘public RREC under Belgian law’ or ‘PRREC under Belgian law’, or are

immediately followed by these words.

The Company is subject to the RREC Act and to the Royal Decree of 13 July 2014 regulating real estate

companies, as amended from time to time (the ‘RREC Royal Decree’) (the ‘RREC Act’ and the ‘RREC Royal

Decree’ are hereafter together referred to as the ‘RREC Legislation’).

3.1.2 Registered office, e-mail address and website (Article 2 of the

Articles of Association)

The registered office is located at 1040 Brussels, Rue Belliard / Belliardstraat 40 (box 11). The Board of

Directors is authorised to transfer the registered office within Belgium to the extent that such transfer does

not require a change in the language of the Articles of Association to comply with the applicable language

legislation. Such a decision does not require an amendment of the Articles of Association, unless the

registered office of the Company is transferred to another Region. In the latter case the Board of Directors is

authorised to decide on the amendment of the Articles of Association. If, as a result of the transfer of the

registered office, the language of the Articles of Association has to be changed, only the general meeting can

take this decision, taking into account the requirements for an amendment of the Articles of Association. The

Company may establish administrative offices, branches or agencies, both in Belgium and abroad by means

of a simple resolution of the Board of Directors.

The Company can, in application of and within the limits of Article 2:31 of the Code of companies and

associations, be contacted at the following e-mail address: shareholders@aedifica.eu. The Board of Directors

may change the Company’s e-mail address in accordance with the Code of companies and associations.

The Company’s website is: www.aedifica.eu. The information on the Company’s website is not incorporated

by reference in, and does not form part of, this document as Universal Registration Document.

3.1.3 Constitution, legal form and publication

Aedifica was set up as a limited liability company incorporated under Belgian law (Naamloze Vennootschap /

Société Anonyme) by Degroof Bank SA and GVA Finance SCA, by deed enacted on 7 November 2005 by

Notary Bertrand Nerincx, Notary in Brussels, published in the annexes to the Belgian State Gazette (Moniteur

belge/Belgisch Staatsblad) of 23 November 2005, under number 20051123/05168061.

Aedifica was recognised as a Belgian REIT by the Commission Bancaire, Financière et des Assurances

(CBFA), which became the FSMA, on 8 December 2005. Aedifica was recognised as a RREC by the FSMA

on 17 October 2014.

3.1.4 Registry of Legal Entities and Legal Entity Identifier

The Company is entered in the Brussels Registry of Legal Entities (R.L.E., or ‘R.P.M.’ in French / ‘R.P.R.’ in

Dutch) under No. 0877.248.501 and has 529900DTKNXL0AXQFN28 as Legal Entity Identifier (LEI).

3.1.5 Duration (Article 5 of the Articles of Association)

The Company is incorporated for an indefinite duration.

3.1.6 Purpose (Article 3 of the Articles of Association)

The sole object of the Company is:

• (a) to make immovable property available to users, directly or through a company in which it holds

a participation in accordance with the provisions of the RREC Legislation; and

• (b) within the limits set out in the RREC Legislation, to possess real estate as specified in the RREC

Act. The notion real estate is to be understood as ‘real estate’ within the meaning of the RREC

Legislation;

• (c) to conclude with a public client or to accede to, in the long term directly or through a company

in which it holds a participation in accordance with the provisions of the RREC Legislation, where

applicable in cooperation with third parties, one or more:

- (i) DBF-agreements, the so-called ‘Design, Build, Finance’ agreements;

- (ii) DB(F)M-agreements, the so-called ‘Design, Build, (Finance) and Maintain’ agreements;

- (iii) DBF(M)O-agreements, the so-called ‘Design, Build, Finance, (Maintain) and Operate’

agreements; and/or

- (iv) public works concession agreements with respect to buildings and/or other infrastructure

of an immovable nature and related services, and on the basis of which:

- (i) it is responsible for ensuring the availability, maintenance and/or exploitation for

a public entity and/or the citizen as end user, in order to fulfil a social need and/or

to enable the provision of a public service; and

- (ii) it may bear, in whole or in part, the related financing, availability, demand and/or

operational risk, in addition to any potential building risk, without therefore

necessarily having any rights in rem; and

• (d) to develop, cause to develop, establish, cause to establish, manage, allow to manage, operate,

allow to operate or make available, in the long term directly or through a company in which it holds

a participation in accordance with the provisions of the RREC legislation, where applicable in

cooperation with third parties:

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- (i) public utilities and warehouses for transport, distribution or storage of electricity, gas, fossil

or non-fossil fuel and energy in general and associated goods;

- (ii) utilities for transport, distribution, storage or purification of water and associated goods;

- (iii) installations for the generation, storage and transport of renewable or non-renewable

energy and associated goods; or

- (iv) waste and incineration plants and associated goods.

In the context of making available immovable property, the Company can carry out all activities relating to the

construction, conversion, renovation, development, acquisition, disposal, administration and exploitation of

immovable property.

As an additional or temporary activity, the Company may invest in securities that are not real estate within the

meaning of the RREC Legislation, insofar as these securities may be traded on a regulated market. These

investments will be made in accordance with the risk management policy adopted by the Company and will

be diversified so as to ensure an appropriate risk diversification. It may also hold non-allocated liquid assets

in all currencies, in the form of a call or term deposit or in the form of any monetary instrument that can be

traded easily.

The Company may moreover carry out hedging transactions, insofar as the latter’s exclusive object is to cover

interest rate and exchange rate risks within the context of the financing and administration of the activities of

the Company as referred to in the RREC Act, to the exclusion of any speculative transactions.

The Company may lease out or take a lease on (under finance leases) one or more immovable properties.

Leasing out (under finance leases) immovable property with an option to purchase may only be carried out

as an additional activity, unless the immovable properties are intended for purposes of public interest,

including social housing and education (in this case, the activity may be carried out as main activity).

The Company may carry out all transactions and studies relating to all real estate as described above, and

may perform all acts relating to real estate, such as purchase, refurbishment, laying out, letting, furnished

letting, subletting, management, exchange, sale, parcelling, placing under a system of co-ownership, and

have dealings with all enterprises with a corporate object that is similar to or complements its own by way of

merger or otherwise, insofar as these acts are permitted under the RREC Legislation and, generally, perform

all acts that are directly or indirectly related to its object.

3.1.7 Prohibitions (Article 4 of the Articles of Association)

The Company may not:

• act as a real estate promotor within the meaning of the RREC Legislation, with the exception of

occasional transactions;

• participate in a firm underwriting or guarantee syndicate;

• lend stock, with the exception of loans which are carried out in accordance with the provisions and

under the conditions of the royal decree of 7 March 2006;

• acquire stock which is issued by a company or a private law association which has been declared

bankrupt, has entered into an amicable settlement with its creditors, is the subject of a corporate

reorganisation, has received a suspension of payment or which has been the subject of similar

measures in another country;

• provide contractual arrangements or provisions in the Articles of Association with respect to the

perimeter companies that would affect its voting power pursuant to the applicable law in function

of a participation of 25% plus one share.

3.1.8 Financial year (Article 28 of the Articles of Association)

The financial year begins on the first of January of each year and ends on the thirty-first of December each

year. The Board of Directors draws up an inventory and the annual accounts at the end of each financial year.

The Company’s annual and half-year financial reports, which contain its consolidated accounts and the

statutory auditor's report, are made available to the shareholders in accordance with the provisions that apply

to issuers of financial instruments that are admitted to trading on a regulated market and the RREC

Legislation.

The Company’s annual and half-year financial reports and the annual accounts are published on the

Company's website. Shareholders are entitled to obtain a free copy of the annual and half-year financial

reports at the registered office.

3.1.9 General meetings (Articles 19 and 20 of the Articles of

Association)

The ordinary general meeting will be held on the second Tuesday of May at 3 pm at the venue specified in

the convocation. If this day is a public holiday, the meeting will be held at the same time on the next business

day. Special or extraordinary general meetings are held at the venue specified in the convocation.

The general meeting is convened by the Board of Directors. The threshold from which one or more

shareholders may require a convocation of a general meeting in order to submit one or more proposals, is set

at 10% of the capital, in accordance with the Code of companies and associations. One or more shareholders

who jointly hold at least 3% of the capital may, under the conditions laid down in the Code of companies and

associations, also ask to add items to the agenda of general meetings and submit proposals for resolutions

relating to items to include or to be included on the agenda. Convocations are drawn up and distributed in

accordance with the applicable provisions of the Code of companies and associations.

3.1.10 Investors’ profile

Given the specific legal regime of RRECs, and in particular residential RRECs, the Aedifica shares can present

an interesting investment for both private investors and institutional investors.

3.1.11 Accredited statutory auditor

The statutory auditor of the Company, accredited by the Financial Services and Markets Authority (FSMA), is

Ernst & Young Bedrijfsrevisoren/Réviseurs d’Entreprises BV/SRL, represented by Christophe Boschmans,

Partner, with registered office located at Kouterveldstraat 7B (box 001), 1831 Diegem.

The statutory auditor has an unlimited right of supervision over the operations of the Company.

The accredited statutory auditor was appointed for a 3-year period by the Annual General Meeting on

14 May 2024, and receives an indexed audit fee of €142,000 excluding VAT per year for auditing the

consolidated and statutory annual accounts (see Note 7 for more information regarding the remuneration of

the statutory auditor).

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3.1.12 Valuation experts

To avoid conflicts of interest, Aedifica’s real estate portfolio is assessed by ten independent valuation experts,

namely:

• Cushman & Wakefield Belgium NV/SA, represented (within the meaning of Article 24 of the RREC

Act) by Mr Gregory Lamarche, with its registered office at avenue Marnix 23 (5

floor), 1000 Brussels;

• Stadim BV/SRL, represented (within the meaning of Article 24 of the RREC Act) by Mr Nicolas

Janssens, with its registered office at Mechelsesteenweg 180, 2018 Antwerp;

• Savills Advisory Services GmbH & Co. KG, represented (within the meaning of Article 24 of the

RREC Act) by Mr Thomas Berger, with its registered office at Taunusanlage 18, 60325 Frankfurt;

• C&W (UK) LLP German Branch, represented (within the meaning of Article 24 of the RREC Act) by

Mr Peter Fleischmann, with its registered office at Rathenauplatz 1, 60313 Frankfurt;

• Cushman & Wakefield Netherlands BV, represented (within the meaning of Article 24 of the RREC

Act) by Mr Fabian Pouwelse, with its registered office at Gustav Mahlerlaan 362-364, 1082 ME

Amsterdam;

• Capital Value Taxaties BV, represented (within the meaning of Article 24 of the RREC Act) by

Mr Rik Rozendal and Mr Ian Ijnzen, with its registered office at Maliebaan 85, 3581 CG Utrecht;

• KNIGHT FRANK LLP, represented (within the meaning of Article 24 of the RREC Act) by Mr Kieren

Cole, with its registered office at 55 Baker Street, London W1U 8AN;

• Cushman & Wakefield Finland Oy, represented (within the meaning of Article 24 of the RREC Act)

by Mr Ville Suominen, with its registered office at Keskuskatu 1 A, FI-00100, Helsinki;

• CBRE Unlimited Company, represented (within the meaning of Article 24 of the RREC Act) by

Mr Aidan Reynolds, with its registered office at 1 Burlington Road (3

floor Connaught House),

Dublin 4;

• Jones Lang LaSalle España SA, represented (within the meaning of Article 24 of the RREC Act) by

Mr Felix Painchaud, with its registered office at Paseo de la Castellana, 79, 28046 Madrid.

According to the RREC legislation, the valuation experts assess the entire portfolio every quarter and their

assessment is recognised as the carrying amount (‘fair value’) of the buildings on the balance sheet.

The expert fee excluding VAT is determined as a fixed amount per type of property appraised.

Valuation methodology

The valuations are established on the basis of several widely used methodologies:

• Application of a capitalisation rate to the estimated rental value adapted for actual deviations as

regards rental income and operating expenses on a going concern basis.

• Calculation of the current value of future cash flows based on assumptions about future income

(DCF method) and exit value. The discount factor takes into account the interest rate on the financial

market as well as a risk premium specific to real estate investments. The impact of expected

changes in inflation and interest rates is therefore included in this evaluation in a conservative way.

• These assessments are also tested against unit prices recorded when similar properties are sold,

taking into account discrepancies arising from differences in property characteristics.

• Development projects (constructions, renovations, extensions) are valued by deducting the costs

upon completion of the projects from the anticipated value determined by applying the

abovementioned methodologies. Costs incurred in the preliminary phase of construction,

renovation or extension projects are considered at their historical value.

3.1.13 Financial services

Aedifica has established financial service conventions with the following bank:

• ABN AMRO, located Gustav Mahlerlaan 10 (P.O. Box 283) in 1000 Amsterdam (main paying agent

& share depository)

In 2025, the remuneration for financial services amounted to €55 k (€50 k for the 2024 financial year).

3.1.14 Places where documents are available to the public

The Articles of Association are available for consultation at the Commercial Court of Brussels and on the

Company’s website.

The statutory and consolidated accounts of the Group are filed with the National Bank of Belgium in

accordance with the applicable legal provisions. Decisions regarding the appointment and dismissal of

members of the Board of Directors are published in the annexes to the Belgian State Gazette (

Moniteur

belge/Belgisch Staatsblad

). Notices convening general meetings, together with all related documents, are

published on our website. All press releases, annual and half-year reports, as well as any other financial

information published by the Group, are available on the Company’s website. The Auditor’s Report and the

valuation experts’ report are included in the financial reports available on the Company’s website.

For the duration of the validity of this registration document, the following documents are available in print at

the Company’s registered office and electronically at www.aedifica.eu:

• Aedifica’s Articles of Association;

• all reports, letters and other documents, historical financial information, valuations and declarations

established by experts at the request of Aedifica, for which a part is included or referred in the

registration document;

• historical financial information of Aedifica and its subsidiaries for the two years preceding the

publication of the registration document.

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3.1.15 Information incorporated by reference

The following information is incorporated into this 2025 Annual Report by way of reference, and is available

at Aedifica’s registered office and on the Company’s website. The table below always refers to the online

English versions of the documents, as available on the Company's website.

Operating activities

2024 Annual Report

Aedifica in 2024 (p16-18)

Strategy & value creation (p19-22)

Our approach to Corporate Social Responsibility (p23-34)

Business review (p35-36)

Financial review – 1.1 Investments and disposals in 2024 (p73-75)

Portfolio – 1. Our portfolio as at 31 December 2024 (p38-42)

2023 Annual Report

Aedifica in 2023 (p15-18)

Strategy & value creation (p19-25)

Business review (p26)

Financial review – 1.1 Investments (p63-66)

Portfolio – 1. Our portfolio as at 31 December 2023 (p28-32)

Additional information – 2. Summary of investment properties (p192-209)

Main markets

2024 Annual Report

Our portfolio (p38-47)

Financial statements – 1.6 Notes to the Consolidated Financial Statements – Note 3 Operating segments (p147-149)

2023 Annual Report

Our portfolio (p28-37)

Financial statements – 1.6 Notes to the Consolidated Financial Statements – Note 3 Operating segments (p133-135)

Investments and divestments

2024 Annual Report

Financial review – 1.1 Investments and disposals in 2024 (p73-75)

Financial review – 1.2 Investments and disposals after 31 December 2024 (p76-77)

Portfolio – 1. Our portfolio as at 31 December 2024 (p38-42)

Financial statements – 1.6 Notes to the Consolidated Financial Statements – Note 37 Acquisitions & disposals of

investment properties (p176)

Financial statements – 1.6 Notes to the Consolidated Financial Statements – Note 38 Post-closing Events (p177)

2023 Annual Report

Financial review – 1.1 Investments and disposals in 2023 (p63-65)

Financial review – 1.2 Investments and disposals after 31 December 2023 (p66)

Portfolio – 1. Our portfolio as at 31 December 2023 (p28-32)

Financial statements – 1.6 Notes to the Consolidated Financial Statements – Note 38 Acquisitions & disposals of

investment properties (p161)

Financial statements – 1.6 Notes to the Consolidated Financial Statements – Note 39 Post-closing Events (p162)

Statement of the statutory auditor

2024 Annual Report

Additional information – 3. External information – 3.2 Independent auditor’s report to the general meeting of Aedifica

SA for the year ended 31 December 2024 (p227-233)

2023 Annual Report

Additional information – 3. External information – 3.2 Independent auditor’s report to the general meeting of Aedifica

SA for the year ended 31 December 2023 (p212-220)

Financial condition and operating results

2024 Annual Report

Financial review – 1.1 Investments and disposals in 2024 (p73-75)

Financial review – 1.2 Investments and disposals after 31 December 2024 (p76-77)

Financial review – 1.3 Management of financial resources (p78-79)

Financial review – 1.4 Summary of the consolidated financial statements (p80-85)

Our portfolio (p38-47)

Additional information – 1. Reporting according to EPRA BPR standards (p195-206)

Financial statements – 1.6 Notes to the Consolidated Financial Statements – Note 43 Alternative Performance

Measures (APMs) (p183-186)

Additional information – 3. External verification – 3.1 Valuation experts’ report (p225-226)

Additional information – 4. Standing documents – 4.1.16 Significant change of the financial or trading situation (p243)

Additional information – 4. Standing documents – 4.1.18 Strategy or factors of governmental, economical,

budgetary, monetary or political nature which have substantially influenced, directly or indirectly, operations (p243)

2023 Annual Report

Financial review – 1.1 Investments and disposals in 2023 (p63-65)

Financial review – 1.2 Investments and disposals after 31 December 2023 (p66)

Financial review – 1.3 Management of financial resources (p67-69)

Financial review – 1.4 Summary of the consolidated financial statements (p70-75)

Our portfolio (p28-37)

Additional information – 1. Reporting according to EPRA BPR standards (p180-191)

Financial statements – 1.6 Notes to the Consolidated Financial Statements – Note 44 APMs (p168-171)

Additional information – 3. External verification – 3.1 Valuation experts’ report (p210-211)

Additional information – 4. Standing documents – 4.1.16 Significant change of the financial or trading situation (p227)

Additional information – 4. Standing documents – 4.1.18 Strategy or factors of governmental, economical,

budgetary, monetary or political nature which have substantially influenced, directly or indirectly, operations (p227)

Historical financial information

2024 Annual Report

Financial statements (p135-193)

2023 Annual Report

Financial statements (p121-178)

Dividend policy

2024 Annual Report

Financial review – 2. Outlook for 2025 (p87-88)

Financial review – 3. Stock market performance – 3.2 Dividend & 3.3 Withholding tax (p91)

2023 Annual Report

Financial review – 2. Outlook for 2024 (p77-78)

Financial review – 3. Stock market performance – 3.2 Dividend & 3.3 Withholding tax (p81)

Related party transactions

2024 Annual Report

Financial statements – 1.6 Notes to the Consolidated Financial Statements – Note 7 Overheads – Related party

transactions (p152)

2023 Annual Report

Financial statements – 1.6 Notes to the Consolidated Financial Statements – Note 7 Overheads – Related party

transactions (p138)

Employees

2024 Annual Report

Financial statements – 1.6 Notes to the Consolidated Financial Statements – Note 7 Overheads – Employee benefits

expense (p152)

2023 Annual Report

Financial statements – 1.6 Notes to the Consolidated Financial Statements – Note 7 Overheads – Employee benefits

expense (p138)

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3.1.16 Significant change of the financial or trading situation

No significant change in the Group’s financial or trading situation has occurred since the end of last financial

year for which audited financial statements or half-year statements have been published.

3.1.17 Actions necessary to change the rights of the shareholders

The modification of shareholders’ rights may only be effected in the context of an extraordinary general

meeting, in accordance with Articles 7:153 and 7:155 of the Belgian Companies and Associations Code. The

document containing information on shareholders’ rights , asreferred to in Articles 7:130 and 7:139 of the

Belgian Companies and Associations Code, can be downloaded from the Company’s website.

3.1.18 Strategy or factors of governmental, economical, budgetary,

monetary or political nature which have substantially influenced,

directly or indirectly, Aedifica’s operations

See the chapter ‘Risk factors’ in this Annual Report.

3.1.19 History and evolution of the Company – important events in the

development of Aedifica’s activities

In addition to paragraph 3.1.3 above, Aedifica’s history has been marked by its IPO on 23 October 2006 (see

the chapter ‘Stock market performance’ in this Annual Report) and by numerous acquisitions of real estate

assets that have taken place since its creation (detailed in the occasional press releases, periodic press

releases and annual and half-year financial reports available on the Company’s website), resulting in a real

estate portfolio of approx. €6.3 billion as at 31 December 2025.

3.1.20 Voting rights of major shareholders

Voting rights of Aedifica’s main shareholders are identical to those that arise from their share in the share

capital.

3.1.21 Statutory limits regarding transfers of shares

There are no statutory limits to transfers of Aedifica shares.

3.2 Capital

Date

Description

Amount of

capital (€)

Number of

7 November 2005

Initial capital paid up by Degroof Bank & GVA Finance

2,500,000.00

2,500

2,500,000.00

2,500

29 December 2005

Contribution in cash

4,750,000.00

4,750

Merger of ‘Jacobs Hotel Company SA’

100,000.00

278

Merger of ‘Oude Burg Company SA’

3,599,587.51

4,473

Transfer of reserves to capital

4,119,260.93

Capital decrease

-4,891,134.08

10,177,714.36

12,001

23 March 2006

Merger of ‘Sablon-Résidence de l’Europe SA’

1,487,361.15

11,491

Merger of ‘Bertimo SA’

1,415,000.00

3,694

Merger of ‘Le Manoir SA’

1,630,000.00

3,474

Merger of ‘Olphi SA’

800,000.00

2,314

Merger of ‘Services et Promotion de la Vallée (SPV) SA’ 65,000.00 1,028

Merger of ‘Emmane SA’

2,035,000.00

5,105

Merger of ‘Ixelinvest SA’

219.06

Merger of ‘Imfina SA’

1,860.95

Contribution in kind of the business of ‘Immobe SA’ 908,000.00 908

Contribution in kind (Lombard 32)

2,500,000.00

2,500

Contribution in kind (Laeken complex - Pont Neuf &

Lebon 24-28)

10,915,000.00

10,915

31,935,155.52

53,510

24 May 2006

Contribution in kind (Louise 331-333 complex)

8,500,000.00

8,500

40,435,155.52

62,010

17 August 2006

Contribution in kind (Laeken 119 & 123-125)

1,285,000.00

1,285

Partial demerger of ‘Financière Wavrienne SA’

5,400,000.00

5,400

Mixed demerger of ‘Château Chenois SA’

123,743.15

14,377

Merger of ‘Medimmo SA’

1,000,000.00

2,301

Merger of ‘Cledixa SA’

74,417.64

199

Merger of ‘Société de Transport et du Commerce en

Afrique SA’

62,000.00

1,247

Mixed merger of ‘Hôtel Central & Café Central SA’

175,825.75

6,294

48,556,142.06

93,113

26 September 2006

Split by 25 of the number of shares

48,556,142.06

2,327,825

Contribution in kind (Rue Haute & Klooster Hotel)

11,350,000.00

283,750

59,906,142.06 2,611,575

3 October 2006

Contribution in cash

23,962,454.18

1,044,630

83,868,596.24

3,656,205

27 March 2007

Contribution in kind (Auderghem 237, 239-241, 266 et

272, Platanes 6 & Winston Churchill 157)

4,911,972.00

105,248

88,780,568.24

3,761,453

17 April 2007

Merger of ‘Legrand CPI SA’

337,092.73

57,879

Contribution in kind (Livourne 14, 20-24)

2,100,000.00

44,996

91,217,660.97

3,846,328

28 June 2007

Partial demerger of ‘Alcasena SA’

2,704,128.00

342,832

Contribution in kind (Plantin Moretus)

3,000,000.00

68,566

96,921,788.97

4,275,726

1. This table does not yet take into account the 35,920,425 shares created on 10 March 2026 following the

exchange offer for Cofinimmo.

2. Shares without par value.

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Date Description Amount of

capital (€)

Number of

30 November 2007 Partial demerger of ‘Feninvest SA’

1,862,497.95 44,229

Partial demerger of ‘Résidence du Golf SA’

5,009,531.00

118,963

103,793,817.92

4,438,918

30 July 2008

Partial demerger of ‘Famifamenne SA’

2,215,000.00

50,387

Partial demerger of ‘Rouimmo SA’

1,185,000.00

26,956

107,193,817.92

4,516,261

30 June 2009

Contribution in kind (Gaerveld service flats)

2,200,000.00

62,786

109,393,817.92

4,579,047

30 December 2009

Contribution in kind (Freesias)

4,950,000.00

129,110

114,343,817.92

4,708,157

30 June 2010

Partial demerger of ‘Carbon SA’, ‘Eburon SA’, ‘Hotel

Ecu SA’ & ‘Eurotel SA’

11,239,125.00

273,831

Partial demerger of ‘Carlinvest SA’

2,200,000.00

51,350

127,782,942.92

5,033,338

15 October 2010

Contribution in cash

51,113,114.26

2,013,334

178,896,057.18

7,046,672

8 April 2011

Contribution in kind (Project Group Hermibouw)

1,827,014.06

43,651

180,723,071.24 7,090,323

29 June 2011 Merger of ‘IDM A SA’

24,383.89 592

180,747,455.13

7,090,915

5 October 2011

Contribution in kind of the shares of ‘SIRACAM SA’

3,382,709.00

86,293

184,130,164.13

7,177,208

12 July 2012

Mixed demerger of ‘S.I.F.I. LOUISE SA’

800,000.00

16,868

184,930,164.13

7,194,076

7 December 2012

Capital increase through contribution in cash

69,348,785.78

2,697,777

254,278,949.91

9,891,853

24 June 2013

Merger of limited liability company ‘Terinvest’

10,398.81

8,622

Merger of limited partnership ‘Kasteelhof-Futuro’

3,182.80

3,215

254,292,531.52

9,903,690

12 June 2014

Contribution in kind (Binkom)

12,158,952.00

258,475

266,451,483.52

10,162,165

30 June 2014

Contribution in kind (plot of land in Tienen)

4,000,000.00

86,952

270,451,483.52

10,249,117

24 November 2014

Optional dividend

5,763,329.48

218,409

276,214,813.00 10,467,526

4 December 2014 Partial demerger of ‘La Réserve Invest SA’

12,061,512.94 457,087

288,276,325.94

10,924,613

29 June 2015

Capital increase through contribution in cash

82,364,664.56

3,121,318

370,640,990.50

14,045,931

2 October 2015

Contribution in kind (plot of land in Opwijk)

523,955.84

19,856

371,164,946.34

14,065,787

17 December 2015

Contribution in kind (Prinsenhof)

2,748,340.46

104,152

373,913,286.80

14,169,939

24 March 2016

Contribution in kind (plot of land in Aarschot

Poortvelden)

582,985.31

22,093

374,496,272.11

14,192,032

2 December 2016

Optional dividend

3,237,042.22

122,672

377,733,314.33

14,314,704

8 December 2016

Contribution in kind (Jardins de la Mémoire)

1,740,327.12

65,952

379,473,641.45

14,380,656

Date Description Amount of

capital (€)

Number of

28 March 2017 Capital increase through contribution in cash

94,868,410.37 3,595,164

474,342,051.82

17,975,820

7 June 2018

Contribution in kind (Smakt en Velp)

5,937,488.85

225,009

480,279,540.67

18,200,829

20 November 2018

Optional dividend

6,348,821.62

240,597

486,628,362.29

18,441,426

7 May 2019

Capital increase through contribution in cash

162,209,454.10

6,147,142

648,837,816.39

24,588,568

20 June 2019

Contribution in kind (surface rights of Bremdael)

332,222.20

12,590

649,170,038.59

24,601,158

28 April 2020

Capital increase through contribution in cash

64,916,982.75

2,460,115

714,087,021.34

27,061,273

10 July 2020

Contribution in kind (Kleine Veldekens)

11,494,413.08

435,596

725,581,434.42

27,496,869

27 October 2020

Capital increase through contribution in cash

145,116,265.78

5,499,373

870,697,700.20

32,996,242

17 December 2020

Contribution in kind (De Gouden Jaren)

2,383,608.51

90,330

873,081,308.71 33,086,572

15 June 2021 Capital increase through contribution in cash

73,885,794.65 2,800,000

946,967,103.36

35,886,572

29 June 2021

Contribution in kind (Domaine de la Rose Blanche)

4,868,335.01

184,492

951,835,438.37

36,071,064

8 September 2021

Contribution in kind (Portfolio of specialist residential

care centres in Sweden)

6,256,358.83

237,093

958,091,797.20

36,308,157

18 May 2022

Contribution in kind (Résidence Véronique)

1,957,234.71

74,172

960,049,031.91

36,382,329

29 June 2022

Capital increase through contribution in cash

77,184,267.63

2,925,000

1,037,233,299.54

39,307,329

6 July 2022

Contribution in kind (Militza Gent & Militza Brugge)

14,458,236.18

547,914

1,051,691,535.72

39,855,243

31 May 2023

Optional dividend

10,013,477.88

379,474

1,061,705,013.60

40,234,717

4 July 2023

Capital increase through contribution in cash

193,037,246.42

7,315,402

1,254,742,260.02 47,550,119

1. Shares without par value.

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3.3 Extracts from the Articles of Association

3.3.1 Subscribed and fully paid-up capital (Article 6.1 of the Articles of

Association)

As at 31 December 2025, the capital amounts to €1,254,742,260.02 (one billion two hundred and fifty-four

million seven hundred and forty-two thousand two hundred and sixty euros and two cents). It is represented

by 47,550,119 (forty-seven million five hundred and fifty thousand hundred nineteen) shares without nominal

value, which each represent one/forty-seven million five hundred and fifty thousand hundred nineteenth

(47,550,119

) of the capital.

3.3.2 Acquisition, acceptance as pledge and alienation of own shares

(Article 6.2 of the Articles of Association)

The Company may under the conditions set out in the law, acquire, accept as pledge or alienate its own

shares and certificates relating thereto.

The Board of Directors is authorised, for a period of five years from the publication of the decision of the

extraordinary general meeting of 14 May 2024 to approve this authorisation in the annexes to the Belgian

Official Gazette, to acquire and accept as pledge shares of the Company and certificates relating thereto, at

a unit price which may not be lower than 75% of the average price of the share during the last thirty days of

its listing prior to the date of the transaction, nor higher than 125% of the average price of the share during

the last thirty days of its listing prior to the date of the transaction, without the Company being authorised, by

virtue of this authorisation, to hold or hold in pledge shares of the Company or certificates relating thereto

representing more than 10% of the total number of shares.

To the extent necessary, the Board of Directors is also explicitly authorised to alienate the Company's own

shares and certificates relating thereto to its personnel. In addition, the Board of Directors is explicitly

authorised to alienate the Company's own shares and certificates relating thereto to one or more specific

persons other than members of the personnel of the Company or its subsidiaries.

The authorisations under paragraph 2. and paragraph 3. apply to the Board of Directors of the Company, to

the direct and indirect subsidiaries of the Company, and to any third party acting in its own name but on

behalf of these companies.

3.3.3 Capital increase (Article 6.3 of the Articles of Association)

Every capital increase must take place in accordance with the Code of companies and associations and the

RREC Legislation.

(a) Cash contribution

In case of a capital increase by means of a cash contribution pursuant to a resolution of the shareholders’

meeting or in the context of the authorised capital as provided for in Article 6.4 of the Articles of Association,

and without prejudice to the application of the mandatory provisions of the applicable company law, the

preferential subscription right of the shareholders may be restricted or cancelled to the extent that the existing

shareholders are granted a priority allocation right when new securities are allocated. When applicable, this

priority allocation right must comply with the following conditions as set out in the RREC Legislation:

• 1) it must relate to all newly issued securities;

• 2) it must be granted to shareholders pro rata to the portion of the capital that is represented by

their shares at the time of the transaction;

• 3) a maximum price for each share must be announced no later than the eve of the opening of the

public subscription period;

• 4) the public subscription period must last for at least three trading days.

Without prejudice to the application of the mandatory provisions of the applicable company law, the priority

allocation right, in any case, does not have to be granted, in case of contribution in cash subject to the

following conditions:

• 1) the capital increase is executed within the limits of the authorised capital;

• 2) the cumulative amount of the capital increases, executed in accordance with this paragraph, over

a period of 12 months, do not exceed 10% of the capital amount at the moment of the decision to

increase the capital.

Without prejudice to the mandatory provisions of the applicable company law, the priority allocation right

does not have to be granted in case of a cash contribution with restriction or cancellation of the preferential

subscription right, in addition to a contribution in kind in the framework of the distribution of an optional

dividend, provided that this is actually made payable to all shareholders.

(b) Contribution in kind

Without prejudice to the provisions of the Code of companies and associations, the following conditions must

be complied with, in accordance with the RREC Legislation, in case of a contribution in kind:

• 1) the identity of the contributor must be mentioned in the report regarding the contribution in kind,

as well as, if applicable, in the convocation of the general meeting that is convened for the capital

increase;

• 2) the issue price may not be less than the lowest amount of (a) a net value per share that dates

from no more than four months before the date of the contribution agreement, or, at the Company's

discretion, before the date of the deed effecting the capital increase and (b) the average closing

price during the thirty-day period prior to that same day. It is permitted to deduct an amount from

the amount referred to in item 2(b) that corresponds to the portion of the undistributed gross

dividend to which the new shares would potentially not confer any right, provided that the Board of

Directors specifically accounts for the amount of the accumulated dividend to be deducted in its

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special report and the financial conditions of the transaction are explained in its annual financial

report.

• 3) unless no later than the working day after the execution of the contribution agreement the issue

price or, in the case referred to in Article 6.5 of the Articles of Association, the exchange ratio, as

well as the relevant terms and conditions are determined and publicly disclosed, including the term

within which the capital increase will actually be implemented, the deed effecting the capital

increase must be executed within a maximum term of four months; and

• 4) the report referred to above under item 1 must also explain the impact of the proposed

contribution on the position of the existing shareholders, in particular as regards their share in the

profit, in the net value per share and in the capital, as well as the impact in terms of voting rights.

In accordance with the RREC Legislation, these additional conditions will not apply to the contribution of the

right to a dividend for the purpose of distributing an optional dividend, insofar as this will actually be made

payable to all shareholders.

3.3.4 Authorised capital (Article 6.4 of the Articles of Association)

The Board of Directors is authorised to increase the capital in one or more instalments, on the dates and in

accordance with the terms and conditions as will be determined by the Board of Directors, by a maximum

amount of:

• 1) 50% of the amount of the capital on the date of the extraordinary general meeting of 14 May

2024, as the case may be, rounded down to the euro cent for capital increases by contribution in

cash whereby the possibility is provided for the exercise of the preferential subscription right or the

priority allocation right by the shareholders of the Company,

• 2) 20% of the amount of the capital on the date of the extraordinary general meeting of 14 May

2024, as the case may be, rounded down to the euro cent for capital increases in the framework of

the distribution of an optional dividend,

• 3) 10% of the amount of the capital on the date of the extraordinary general meeting of 14 May

2024, as the case may be, rounded down to the euro cent for a. capital increases by contribution in

kind, b. capital increases by contribution in cash without the possibility for the shareholders of the

Company to exercise the preferential subscription right or priority allocation right, or c. any other

kind of capital increase,

provided that the capital within the context of the authorised capital can never be increased by an amount

higher than the capital on the date of the extraordinary general meeting that has approved the authorisation

(in other words, the sum of the capital increases in application of the proposed authorisations cannot exceed

the amount of the capital on the date of the Extraordinary General Meeting that has approved the

authorisation).

This authorisation is granted for a renewable period of two years, calculated from the publication of the

minutes of the Extraordinary General Meeting of 14 May 2024, in the annexes to the Belgian Official Gazette.

For each capital increase, the Board of Directors will determine the price, the issue premium (if any) and the

terms and conditions of issue of the new securities.

The capital increases that are thus decided on by the Board of Directors may be subscribed to in cash, in

kind, or by means of a mixed contribution, or by incorporation of reserves, including profits carried forward

and issue premiums as well as all equity components under the Company’s statutory IFRS financial

statements (drawn up in accordance with the regulations applicable to the regulated real estate companies)

which are subject to conversion into capital, with or without the creation of new securities. These capital

increases can also be realised through the issue of convertible bonds, subscription rights or bonds repayable

in shares or other securities which may give rise to the creation of the same securities.

Any issue premiums will be shown in one or more separate accounts under equity in the liabilities on the

balance sheet. The Board of Directors is free to decide to place any issue premiums, possibly after deduction

of an amount at most equal to the costs of the capital increase in the meaning of the applicable IFRS-rules,

on an unavailable account, which will provide a guarantee for third parties in the same manner as the capital

and which can only be reduced or abolished by means of a resolution of the general meeting deciding in

accordance with the quorum and majority requirements for an amendment of the Articles of Association,

except in the case of the conversion into capital.

If the capital increase is accompanied by an issue premium, only the amount of the capital increase will be

deducted from the remaining available amount of the authorised capital.

The Board of Directors is authorised to restrict or cancel the preferential subscription right of shareholders,

even in favour of one or more specific persons other than employees of the Company or of one of its

subsidiaries, provided that, to the extent required by the RREC Legislation, a priority allocation right is granted

to the existing shareholders when the new securities are allocated. Where applicable, this priority allocation

right must comply with the conditions that are laid down in the RREC Legislation and Article 6.3(a) of the

Articles of Association. In any event, it does not have to be granted in those cases of contribution in cash

described in Article 6.3(a) paragraph 2 and paragraph 3 of the Articles of Association. Capital increases by

means of contributions in kind are carried out in accordance with the conditions of the RREC Legislation and

the conditions provided for in Article 6.3(b) of the Articles of Association. These contributions may also be

based on the dividend right in the context of the distribution of an optional dividend.

The Board of Directors is authorised to record the ensuing amendments to the Articles of Association in an

officially certified deed.

3.3.5 Mergers, de-mergers and equivalent transactions (Article 6.5 of

the Articles of Association)

Pursuant to the RREC Legislation, the special provisions of Article 6.3(b) of the Articles of Association

regarding a contribution in kind apply mutatis mutandis to mergers, de-mergers and equivalent transactions

as referred to in the RREC Legislation.

3.3.6 Capital reduction (Article 6.6 of the Articles of Association)

The Company may reduce its capital subject to compliance with the relevant legal provisions.

3.3.7 Nature of the shares (Article 7 of the Articles of Association)

The shares are registered or dematerialised shares, at the option of the shareholder. Shareholders may at any

time request in writing the conversion of registered shares into dematerialized shares or vice versa.

Each dematerialised share is represented by an accounting entry in the name of the owner or holder at a

recognised account holder or settlement institution.

A register of registered shares, if applicable in electronic form, is held at the Company's registered office.

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3.3.8 Other securities (Article 8 of the Articles of Association)

The Company may issue all securities that are not prohibited by or under the law, with the exception of profit

sharing certificates and similar securities, in accordance with the RREC Legislation.

3.3.9 Notification and disclosure of major shareholdings (Article 9 of

the Articles of Association)

The shares of the Company must be admitted to trading on a Belgian regulated market, in accordance with

the RREC Legislation.

According to article 18 of the law of 2 may 2007 on disclosure of major shareholdings in issuers whose shares

are admitted to trading on a regulated market and laying down miscellaneous provisions and the thresholds

provided for by law apply.

Without prejudice to the exceptions provided by law, no one may participate in voting at the general meeting

of the Company with more voting rights than those associated with the securities that he has given notice at

least twenty (20) days prior to the date of the general meeting. The voting rights attached to the unreported

securities are suspended.

3.3.10 Convening of general meetings (Article 19 of the Articles of

Association)

The general meeting is convened by the Board of Directors.

The threshold from which one or more shareholders may require a convocation of a general meeting in order

to submit one or more proposals, is set at 10% of the capital, in accordance with the Code of companies and

associations. One or more shareholders who jointly hold at least 3% of the capital may, under the conditions

laid down in the Code of companies and associations, also ask to add items to the agenda of general meetings

and submit proposals for resolutions relating to items to include or to be included on the agenda.

Convocations are drawn up and distributed in accordance with the applicable provisions of the Code of

companies and associations.

3.3.11 Participation in the General Meeting (Article 20 of the Articles of

Association)

The right to participate in and vote at a general meeting is only granted on the basis of the accounting

registration of the shares in the shareholder’s name by midnight (Belgian time) on the fourteenth day prior to

the general meeting (hereinafter: the ‘registration date’), either by their entry in the company's share register,

their entry in the accounts of a recognised account holder or settlement institution, regardless of the number

of shares that the shareholder holds on the day of the general meeting.

Owners of registered shares who wish to participate in the meeting must communicate their intention to the

Company, or the person designated by the Company for this purpose, by means of the Company’s e-mail

address or in the manner specified in the convocation, or, as the case may be, by sending a power of attorney,

no later than the sixth day prior to the date of the meeting.

Owners of dematerialised shares who wish to participate in the meeting must submit a certificate issued by

a financial intermediary or a recognised account holder which indicates the number of dematerialised shares,

registered in their accounts in the name of the shareholder on the registration date and for which the

shareholder has indicated that he wishes to participate in the general meeting. They communicate the

certificate to the Company or to the person designated by the Company for this purpose, as well as their wish

to participate in the general meeting, via the e-mail address of the Company or in the manner specifically

mentioned in the convocation, or, as the case may be, by sending a power of attorney, no later than the sixth

day prior to the date of the general meeting.

In cases where the convocation expressly so provides, the shareholders have the right to participate in a

general meeting remotely by means of an electronic means of communication made available by the

Company. This electronic means of communication must enable the shareholder to directly, simultaneously

and continuously take note of the discussions during the meeting and to exercise the voting right on all

matters on which the meeting is required to take a decision. If the convocation expressly so provides, this

electronic means of communication will also enable the shareholder to participate in the deliberations and to

exercise his or her right to ask questions. If the right to remotely participate in a general meeting is granted,

either the convocation or a document consultable by the shareholder to which the convocation refers (such

as the company's website) will also determine the manner(s) in which the company will verify and guarantee

the capacity of shareholder and the identity of the person who wishes to participate in the meeting, as well

as the manner(s) in which it will determine that a shareholder participates in the general meeting and will be

considered present. In order to guarantee the security of the electronic means of communication, the

convocation (or the document to which the convocation refers) may also set additional conditions.

3.3.12 Voting by proxy (Article 21 of the Articles of Association)

Each owner of securities entitling him to participate in the meeting may be represented at the general meeting

by a proxy holder who may or may not be a shareholder.

The shareholder may only appoint one person as proxy holder for any specific general meeting, except for

the derogations provided for in the Code of companies and associations.

The Board of Directors draws up a proxy form.

The proxy must be signed by the shareholder and must be communicated to the Company no later than the

sixth day prior to the date of the meeting, by means of the Company’s e-mail address or via the e-mail address

or in the manner specified in the convocation.

If several persons hold rights in rem on the same share, the Company may suspend the exercise of the voting

right attached to this share until a single person has been appointed to exercise the voting right.

If a security has been given in usufruct, all rights attached to it, including the right to vote, the right to

participate in capital increases and the right to request the conversion of shares (into

registered/dematerialised shares), are exercised by the usufructuary(s) and the bare owner(s) jointly, unless

otherwise stipulated in a will, deed of gift or other agreement. In the latter case, the bare owner(s) and/or the

usufructuary(s) must inform the Company in writing of this arrangement.

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3.3.13 Remote voting before the general meeting (Article 22 of the

Articles of Association)

To the extent that the Board of Directors has given permission to do so in the convocation letter, the

shareholders are authorised to vote remotely prior to the general meeting by letter, via the Company’s website

or in the manner specified in the convocation, by means of a form made available by the Company. The form

must state the date and place of the meeting, the name or denomination of the shareholder and his/her place

of residence or registered office, the number of votes with which the shareholder wishes to vote at the general

meeting, the nature of the shares he owns, the items on the agenda of the meeting (including proposals for

resolutions), a space allowing to vote in favour of or against any decision or to abstain, as well as the term

within which the voting form must reach the Company. The form must explicitly state that it must be signed

and it must reach the Company no later than the sixth day prior to the date of the meeting. The Board of

Directors shall determine, where appropriate, the terms and conditions under which the capacity and identity

of the shareholder shall be verified.

3.3.14 Bureau (Article 23 of the Articles of Association)

All general meetings are chaired by the Chairman of the Board of Directors or, in his absence, by the director

designated by the Directors present. The Chairman designates the Secretary. The meeting elects two vote

tellers. The other Directors present complete the bureau.

3.3.15 Number of votes (Article 24 of the Articles of Association)

Each share confers the right to one vote, subject to the suspension of the right to vote provided for by law.

3.3.16 Deliberation (Article 25 of the Articles of Association)

No meeting can validly deliberate on items that do not appear on the agenda. The general meeting can validly

deliberate and vote, regardless of the share of the capital that is present or represented, except in those cases

for which the Code of companies and associations requires an attendance quorum. The general meeting can

only validly deliberate on amendments to the Articles of Association if at least half of the capital is present or

represented. If this condition is not met, a new meeting must be convened. The second meeting will validly

deliberate and decide regardless of the share of the capital that is represented by the shareholders who are

present or represented. Unless a statutory provision requires otherwise, all resolutions of the general meeting

will be adopted by a simple majority of votes. Any amendment of the Articles of Association may only be

approved with by at least three quarters of the votes cast or, in the case of an amendment of the object or

aims of the Company, by four fifths of the votes cast, with abstentions neither in the numerator nor in the

denominator being taken into account. Voting takes place by a show of hands or roll call, unless the general

meeting decides otherwise by means of a simple majority of the votes cast. Any draft of the amendment of

the Articles of Association must be submitted in advance to the Financial Services and Markets Authority.An

attendance list containing the names of the shareholders and the number of shares is signed by each or on

behalf of them.

3.3.17 Minutes (Article 26 of the Articles of Association)

The minutes of the general meeting are signed by the members of the bureau and shareholders who request

it. Copies of the minutes of the general meeting intended for third parties are signed by one or more Directors.

3.3.18 General meeting of bondholders (Article 27 of the Articles of

Association)

The provisions of this article apply only to bonds in so far as the conditions of issue of the bonds do not

deviate therefrom.

The Board of Directors and the statutory auditor(s) of the Company may convene the bond holders at the

general meeting of the bond holders. They must also convene the general meeting at the request of

bondholders representing one-fifth of the amount of the bonds in circulation. The convocation contains the

agenda and is drawn up in accordance with the provisions of the Code of companies and associations. In

order to be admitted to the general meeting of bondholders, bondholders must comply with the formalities

laid down in the Code of companies and associations, as well as any formalities laid down in the conditions

of issue of the bonds or in the convocations.

3.3.19 Distribution (Article 29 of the Articles of Association)

Within the limits set out by the Code of companies and associations and the RECC legislation, the company

distributes a dividend to its shareholders, the minimum amount of which is determined in accordance with

the RREC Legislation.

3.3.20 Interim dividends (Article 30 of the Articles of Association)

The Board of Directors may adopt a resolution, under its responsibility, to distribute interim dividends, in such

cases and within such periods as permitted by the Code of companies and associations.

3.3.21 Dissolution – Liquidation

Article 31 – Loss of capital

When as a result of losses sustained, the net assets have fallen below one-half or below one-quarter of the

capital, the management body must convene a general meeting within two months of the date on which the

losses are identified or should have been identified according to legal or statutory provisions to decide on the

dissolution of the Company or on recovery measures included in the agenda to safeguard the continuity of

the Company.

Article 32 – Appointment of liquidators

The Company may at any time be dissolved by a resolution of the general meeting, which deliberates in the

manner required by law, or it may be dissolved in the cases provided for by law. In case of dissolution with

liquidation, one or more liquidators are appointed by the general meeting.

Article 33 – Distribution upon liquidation

Upon liquidation, the distribution to the shareholders will only take place after the meeting to close the

liquidation. The Company’s net assets, after settlement of all debts or consignment of the sums required for

this purpose, are first used to refund the paid-up capital, and any balance will be distributed equally among

all shareholders in proportion to their shareholding.

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FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

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3.3.22 Statutory provisions on the members of administrative,

management and supervisory bodies

The provisions on the members of administrative, management and supervisory bodies contained in the

Articles of Association are presented below. For further information, please refer to the Corporate Governance

Charter (available on the Company’s website) and the ‘Corporate Governance Statement’, included in this

Annual Report.

Article 10 – Composition of the Board of Directors

The Board of Directors consists of at least five members who are appointed for a maximum term of three

years by the general meeting of shareholders. The general meeting may terminate the term of any member of

the Board of Directors with immediate effect and without giving reasons. The Directors are eligible for re-

election.

The Board of Directors shall have at least three independent members in accordance with applicable legal

provisions.

Unless the appointment decisions of the general meeting provide otherwise, the Directors’ term shall run from

the general meeting at which they are appointed until the ordinary general meeting in the financial year in

which the term of their mandate expires according to the appointment decision, even if this would exceed the

maximum term of three years provided in the Articles of Association.

The general meeting may not, at the time of the revocation of the mandate, set a date as the end date of the

mandate other than the date on which the decision was taken, nor grant severance pay.

If one or more mandates become vacant, the remaining Directors, convening as a board, may provide for

temporary replacement(s) until the next general meeting. The next general meeting has to confirm or not the

mandate of the co-opted member of the Board of Directors.

The Directors shall be natural persons only. They must possess the professional reliability and the appropriate

competence which is required for the performance of their duties and they should not fall within the scope of

the prohibitions laid down in the RREC Legislation. Their appointment is subject to the prior approval of the

Financial Services and Markets Authority.

The possible remuneration of the Directors may not be determined on the basis of the activities and

transactions carried out by the Company or its perimeter companies.

The Board of Directors may appoint one or more observers to attend all or part of its meetings, according to

the modalities to be determined by the Board of Directors.

Article 11 – Chairmanship – Deliberations of the Board of Directors

The Board of Directors meets after convocation at the place indicated in this convocation or, as the case may

be, by video conference, telephone or internet conference, as often as the interests of the Company so

require. The Board of Directors must also be convened when two members make a request to that effect.

The Board of Directors chooses a Chairman from among its members. Meetings shall be chaired by the

Chairman or, in his/her absence, by the longest serving member, and in the event of equal seniority, by the

member with the highest age.

The Board of Directors can only validly deliberate and pass resolutions if the majority of its members are

present or represented.

Convocations are sent out by electronic mail or, in the absence of an e-mail address communicated to the

Company, by ordinary letter or by any other means of communication, in accordance with the applicable legal

provisions. Any Director who is unable to attend or absent may, by letter, e-mail or any other means of

communication, delegate another director to represent him/her at a particular meeting of the Board of

Directors and to vote in his/her place. However, a member of the Board of Directors may not represent more

than one of his/her colleagues.

Resolutions of the Board of Directors are adopted by a majority of votes. The resolutions of the Board of

Directors are recorded in the minutes and the minutes are kept in a special register for that purpose at the

Company’s registered office and signed by the Chairman of Board of Directors and by the Directors who

request it. The proxies are attached to the minutes. Copies of these minutes intended for third parties shall

be signed by one or more Directors. The resolutions of the Board of Directors may be adopted by means of

unanimous written consent of the Directors.

Article 12 – Powers of the Board of Directors

The Board of Directors has the most extensive powers to carry out all acts that are necessary or useful for

the realisation of the object of the Company, with the exception of the acts for which, according to the law or

the Articles of Association, the general meeting is competent.

The Board of Directors may delegate the daily management of the Company and the representation of the

Company with regard to such management to one or more persons who do not necessarily have to be

directors and, as the case may be, each act alone, jointly or as a collegiate body.

The Board of Directors may delegate to each proxyholder all special powers, within the limits set by the

applicable legal provisions. The Board may, in accordance with the RREC Legislation, determine the

remuneration of those to whom special powers have been delegated.

Article 13 – Internal rules

The Board of Directors may issue internal rules.

Article 14 – Effective management

The effective management of the Company is entrusted to at least two natural persons. They must possess

the professional reliability and the appropriate competence which is required for the performance of their

duties and they should not fall within the scope of the prohibitions laid down in the RREC Legislation. Their

appointment is subject to the prior approval of the Financial Services and Markets Authority.

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FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

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Article 15 – Advisory committees

The Board of Directors may establish an audit committee, a nomination and remuneration committee, and

determines the composition, their duties and powers, taking into account the applicable regulations. In

addition, the Board of Directors may, under its responsibility, establish one or more advising committees, of

which it determines the composition and the duties.

Article 16 – Representation of the Company – Signature of instruments

The Company is validly represented in all its acts, including those to which a public or ministry official

cooperates, as well as in legal proceedings, as plaintiff, as defendant or otherwise, by two directors acting

jointly or within the limits of the daily management, either by the person to whom the daily management is

entrusted, acting alone within the limits of this daily management, either by two of the persons to whom the

daily management is entrusted, acting jointly within the limits of this daily management.

The Company is also validly represented by special representatives of the Company within the limits of the

power of attorney.

Article 17 – Audit

The audit of the company is entrusted to one or more statutory auditors who are accredited by the Financial

Services and Markets Authority. They perform the duties that are assigned to them under the Code for

companies and associations and the RREC Legislation.

3.3.23 General provisions

Article 34 – Election of domicile

For the implementation of the Articles of Association, each shareholder, holder of subscription rights and

bondholder who is domiciled abroad, and each director, each delegate to the daily management, each

statutory auditor and liquidator must elect domicile in Belgium. If no election is made, he/she will be deemed

to have chosen his/her domicile at the registered office of the Company, where all communications, demands,

summonses and notifications can be validly served.

The holders of registered shares, subscription rights or bonds must notify the Company of any change of

residence or e-mail address. Failing to do so, all communications, convocations or official notifications shall

be validly served at the last known place of residence or e-mail address.

Article 35 – Jurisdiction of courts

For all disputes among the Company, its shareholders, holders of subscription rights, bondholders, directors,

delegates to the daily management, statutory auditors and liquidators relating to the Company’s affairs and

the implementation of these Articles of Association, exclusive jurisdiction is granted to the courts of the

Company’s registered office unless expressly waived by the Company.

Article 36 – Ordinary law

The Company is moreover governed by the Code of companies and associations, the RREC Legislation, as

well as all other regulatory provisions that apply to it. Provisions that are inconsistent with the mandatory legal

provisions will be regarded as null and void. The invalidity of one article, or part of an article, of these Articles

of Association will not affect the validity of any of the other (parts of) articles.

3.4 RREC

3.4.1 General definition

Aedifica is a limited liability Company (‘NV/SA’) having opted for a public Regulated Real Estate Company

(RREC) status.

A Regulated Real Estate Company (RREC) is:

• set up in the form of a limited liability Company (‘NV/SA’) or limited partnership by shares

(‘CommVA/ SCA’);

• set up on the basis of the RREC legislation (Belgian Law of 12 May 2014 and Belgian Royal Decree

of 13 July 2014);

• quoted on the stock exchange, where at least 30% of shares are traded on the market;

• a Company of which the sole purpose is:

- (a) to make immovable property available to users, directly or through a company in which it

holds a participation in accordance with the provisions of the RREC Legislation; and

- (b) within the limits set out in the RREC Legislation, to possess real estate as specified in the

RREC Act. The notion real estate is to be understood as ‘real estate’ within the meaning of

the RREC Legislation;

- (c) to conclude with a public client or to accede to, in the long term directly or through a

company in which it holds a participation in accordance with the provisions of the RREC

Legislation, where applicable in cooperation with third parties, one or more:

- (i) DBF-agreements, the so-called ‘Design, Build, Finance’ agreements;

- (ii) DB(F)M-agreements, the so-called ‘Design, Build, (Finance) and Maintain’

agreements;

- (iii) DBF(M)O-agreements, the so-called ‘Design, Build, Finance, (Maintain) and

Operate’ agreements; and/or

- (iv) public works concession agreements with respect to buildings and/or other

infrastructure of an immovable nature and related services, and on the basis of which:

• (i) it is responsible for ensuring the availability, maintenance and/or exploitation

for a public entity and/or the citizen as end user, in order to fulfil a social need

and/or to enable the provision of a public service; and

• (ii) it may bear, in whole or in part, the related financing, availability, demand

and/or operational risk, in addition to any potential building risk, without

therefore necessarily having any rights in rem; and

- (d) to develop, cause to develop, establish, cause to establish, manage, allow to manage,

operate, allow to operate or make available, in the long term directly or through a company

in which it holds a participation in accordance with the provisions of the RREC legislation,

where applicable in cooperation with third parties:

- (i) public utilities and warehouses for transport, distribution or storage of electricity,

gas, fossil or non-fossil fuel and energy in general and associated goods;

- (ii) utilities for transport, distribution, storage or purification of water and associated

goods;

- (iii) installations for the generation, storage and transport of renewable or non-

renewable energy and associated goods; or

- (iv) waste and incineration plants and associated goods.

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RRECs are regulated by the Financial Services and Markets Authority (FSMA) and have to follow extremely

strict rules governing conflicts of interest.

Until 17 October 2014, ‘REIT’ or ‘Belgian REIT’ referred to the status legally known in Belgium as ‘sicafi’

(French) or ‘vastgoedbevak’ (Dutch). As from 17 October 2014, ‘REIT’, ‘Belgian REIT’ or ‘RREC’ refers to

‘société immobilière réglementée’ (SIR, in French) or ‘gereglementeerde vastgoedvennootschap’ (GVV, in

Dutch), also translated as ‘regulated real estate Company’ (RREC).

Belgian RRECs (SIR/GVV) can be compared to regimes such as REITs (Real Estate Investment Trusts) in other

countries, including the French SIIC (Société d'Investissement Cotée en Immobilier), the Spanish SOCIMI

(Sociedades Cotizadas de Inversión en el Mercado Inmobiliario), and UK or US REITs.

3.4.2 Particular regulations

Real estate property

A public RREC may invest a maximum of 20% of its consolidated assets in real estate properties which form

a single real estate complex. The FSMA can give an exemption under certain circumstances.

Accounting

European legislation specifies that RRECs, along with all listed companies, must prepare their consolidated

annual accounts in accordance with the IAS/IFRS international standards. This also applies to the statutory

accounts (under IFRS). Given that investment properties constitute their main assets, RRECs must pay

particular attention to appraising the fair value of their properties (i.e., applying IAS 40).

Valuation

Real estate properties are assessed at their fair value on a quarterly basis by independent valuation experts

and recorded in the balance sheet at this value. Depreciation is not recognised on investment properties.

Profit or loss

As return on capital, the Company is required to distribute a sum corresponding to at least the positive

difference between the following amounts:

• 80% minimum of the amount equal to the sum of the adjusted result and of the net capital gains on

the realisation of properties that are not exempt from mandatory distribution; and

• and the net decrease in the debt of the public RREC during the financial year.

Debt

The debt-to-assets ratio of the public RREC and its subsidiaries, and the statutory debt-to-assets ratio of

public RRECs, may not exceed 65% (other than by the change in the fair value of assets) of total consolidated

or statutory assets, after deduction of authorised hedging instruments. When exceeding the threshold of 50%,

a financial plan with an implementation schedule must be elaborated, describing the measures taken to

prevent the consolidated debt-to-assets ratio from exceeding the threshold of 65%.

Financing

A RREC may not provide financing, except to its subsidiaries.

Fiscal status

A RREC is not subject to corporate tax (except on non-recoverable expenses and abnormal or benevolent

benefits), provided that at least 80% of the amount equal to the sum of the adjusted result and of the net

capital gains on the realisation of properties that are not exempt from mandatory distribution, is distributed

in the form of dividends.

Companies – other than RRECs or specialised real estate investment funds – which were, or are, absorbed

by the Company, owe an exit tax on their unrealised capital gains and exempted reserves. When real estate

is acquired through a merger in which the Company acquires a normally taxed real estate company, an exit

tax is owed on the deferred capital gains and tax-exempt reserves of the real estate company (taxable

merger). For transactions as from 1 January 2020, the exit tax rate amounts to 15%. The additional crisis

contribution is eliminated since the 2021 tax year. For corporate restructurings, the tax year is equal to the

calendar year in which the transaction takes place.

Tax year

Exit tax

2018

12.875% (12.5% + 3% of additional crisis contribution)

2019

12.75% (12.5% + 2% of additional crisis contribution)

2020 15.3% (15% + 2% of additional crisis contribution)

As from 2021

15% (without additional crisis contribution)

Withholding tax

Since 1 January 2026, the withholding tax on dividends distributed by Aedifica amounts to 30%.

From 2017 to 2025, Aedifica’s shareholders benefited from a reduced withholding tax rate of 15%. This is

because RRECs benefit from this reduced withholding tax rate of 15% (instead of 30%) provided that at least

80% of the Company’s real estate portfolio is invested directly or indirectly in properties situated in a

European Economic Area member state that are exclusively or primarily destined for care and housing units

suited for healthcare (pursuant to Articles 89, 90 and 91 of the Act of 18 December 2016, as amended by

Article 20 of the Act of 27 December 2021).

However, since 1 January 2026, Aedifica no longer meets these conditions. While the Group exclusively

invests in healthcare real estate, not all care properties are 'residential' (childcare centres, for example) and,

following Brexit, Aedifica’s portfolio of UK care homes no longer meets the condition that properties must be

located in the European Economic Area (EEA). A transition regime had been put in place for UK assets

acquired before 1 January 2021, allowing them to be included in the calculation of the 80% threshold.

However, this regime ended by the end of the 2025 financial year. Consequently, from 1 January 2026,

Aedifica shareholders are no longer eligible for the reduced withholding tax on dividends.

Aedifica’s combination with Cofinimmo (see pages 13-14) will not change anything in terms of the applicable

withholding tax rate for dividends payable by Aedifica in 2026. Considering the current composition of

Cofinimmo’s portfolio with offices, distribution networks and non-residential healthcare real estate, Aedifica’s

and Cofinimmo’s consolidated real estate portfolio will not reach the 80% threshold.

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ADDITIONAL INFORMATION

ANNUAL REPORT 2025 – ADDITIONAL INFORMATION AEDIFICA

4. EPRA sBPR content

table

Aedifica reports according to the European Public Real Estate Association

(EPRA) Sustainability Best Practices Recommendations for Sustainability

Reporting (sBPR guidelines) to allow for comparison with other players in

the real estate sector. The following table lists the indicators that are

reported on and where they can be found in this report. The social

indicators in the table below are included in the present 2025 Annual

Report (AR). The environmental indicators are included in the table below

for the sake of completeness only and will be disclosed in the

Environmental Data Report (EDR) to be published in June 2026.

Since 2020, Aedifica has been granted an EPRA sBPR Gold Award for its

sustainability reporting year after year.

Sustainability – social indicators

Page

Diversity-Emp

Employee gender diversity AR25 p63

Diversity-Pay

Gender pay ratio

AR25 p63

Emp-Training

Employee training and development

AR25 p64

Emp-Dev

Employee performance analysis

AR25 p64

Emp-Turnover

Employee turnover

AR25 p63

Emp-New hires

Employee new hires

AR25 p63

H&S-Emp

Employee health and safety

AR25 p65

H&S-Asset

Asset health and safety assessments

not applicable

H&S-Comp

Asset health and safety compliance not applicable

Comty-Eng

Community engagement, impact assessments and

development programmes

AR25 p58

Gov-Board

Composition of the highest governance body

AR25 p89 & following

Corporate Governance Charter p7

Gov-Selec

Process for nominating and selecting the highest

governance body

AR25 p89 & following

Corporate Governance Charter p8

Gov-Col

Process for managing conflicts of interest AR25 p111 & following

Corporate Governance Charter p18

& following

Sustainability – environmental indicators

Elec-Abs

Total electricity consumption

EDR (June 2026)

Elec-LfL

Like-for-like total electricity consumption

EDR (June 2026)

DH&C-Abs

Total district heating & cooling consumption

EDR (June 2026)

DH&C-LfL

Like-for-like total district heating & cooling consumption EDR (June 2026)

Fuels-Abs

Total fuel consumption

EDR (June 2026)

Fuels-LfL

Like-for-like total fuel consumption

EDR (June 2026)

Energy-Int

Building energy intensity

EDR (June 2026)

GHG-Dir-Abs

Total direct greenhouse gas (GHG) emissions

EDR (June 2026)

GHG-Indir-Abs

Total indirect greenhouse gas (GHG) emissions

EDR (June 2026)

GHG-Dir-LfL

Like-for-like total direct greenhouse gas (GHG)

emissions

EDR (June 2026)

GHG-Indir-LfL

Like-for-like total indirect greenhouse gas (GHG)

emissions

EDR (June 2026)

GHG-Int

Greenhouse gas (GHG) intensity from building energy

consumption

EDR (June 2026)

Water-Abs

Total water consumption

EDR (June 2026)

Water-LfL

Like-for-like total water consumption

EDR (June 2026)

Water-Int

Building water intensity

EDR (June 2026)

Waste-Abs

Total weight of waste by disposal route

EDR (June 2026)

Waste-LfL

Like-for-like total weight of waste by disposal route

EDR (June 2026)

Cert-Tot

Type and number of sustainably certified assets EDR (June 2026)

Aedifica reports according to the European Public Real Estate Association

Since 2020, Aedifica has been granted an EPRA sBPR Gold Award for its

sustainability reporting year after year.

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ADDITIONAL INFORMATION

ANNUAL REPORT 2025 – ADDITIONAL INFORMATION AEDIFICA

5. GRI content index

Aedifica reports according to the Global Reporting Initiative (GRI) standards.

The environmental indicators are included in the table below for the sake of completeness only and will be

disclosed in the Environmental Data Report (EDR) to be published in June 2026.

5.1 Universal standards

GRI 102: General disclosures

Page

Comment

1. Organisational profile

102-1

Name of the organisation

Aedifica

102-2

Activities, brands, products and services

18-19

102-3

Location of headquarters

Belliardstraat 40 Rue Belliard

(box 11), B-1040 Brussels

102-4

Location of operations

102-5 Ownership and legal form Public Limited Liability Company –

Public Regulated Real Estate

Company under Belgian Law

102-6

Markets served

41-43

102-7

Scale of the organisation

10, 60

102-8

Information on employees and other workers

60-65

102-9

Supply chain

22, 52-55

102-10

Significant changes to the organisation and its

supply chain

10-14, 41-43

102-11

Precautionary principle or approach

117-127

102-12 External activities 30-31, 54-58

102-13

Membership of associations

2. Strategy

102-14 Statement from senior decision-maker 3, 8-9

102-15

Key impacts, risks and opportunities

23, 117-127

3. Ethics and integrity

102-16

Values, principles, standards and norms of

behavior

102-17

Mechanisms for advice and concerns about

ethics

Page Comment

4. Governance

102-18 Governance structure 89-90

102-21

Consulting stakeholders on economic,

environmental and social topics

23, 52-55, 97

102-22

Composition of the highest governance body

and its committees

94-96, 98

EPRA: Gov-Board

102-23

Chair of the highest governance body

102-24

Nominating and selecting the highest

governance body

89 & following

EPRA: Gov-Select; Corporate

Governance Charter p8

102-25 Conflicts of interest 111-112 EPRA: Gov-Col

102-26

Role of highest governance body in setting

purpose, values and strategy

89-90

102-28

Evaluating the highest governance body’s

performance

101

102-29

Identifying and managing economic,

environmental and social impacts

89-90, 97

102-32 Highest governance body’s role in

sustainability reporting

89-90, 97

102-33

Communicating critical concerns

102-35

Remuneration policies

102 & following

102-36

Process for determining remuneration

102 & following

5. Stakeholder engagement

102-40

List of stakeholder groups

52-53

102-41

Collective bargaining agreements

Belgian staff: Joint Committee 200:

60 out of 130 staff members (46%)

benefit from this agreement

102-42

Identifying and selecting stakeholders

102-43

Approach to stakeholder engagement

54 & following

102-44 Key topics and concerns raised 23, 54 &

following

6. Reporting practice

102-45 Entities included in the consolidated financial

statements

171-174

102-46

Defining report content and topic boundaries

EDR (June 2026)

102-47

List of material topics

21-28

102-48

Restatements of information

EDR (June 2026)

102-49

Changes in reporting

21-30,

118,

120

102-50

Reporting period

01/01/2025 – 31/12/2025

102-51

Date of most recent report

25 March 2026

102-52 Reporting cycle Annually

102-53

Contact point for questions regarding the

report

ir@aedifica.eu

102-54

Claims of reporting in accordance with the

GRI standards

This report has been prepared in

accordance with the GRI standards:

core option.

102-55

GRI Content Index

226-227

102-56

External Assurance

202-211

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5.2 Topic-specific standards

GRI 201: Economic performance Page Comment

201-1

Direct economic value generated and distributed

11, 68-86

201-2

Financial implications and other risks and

opportunities due to climate change

26, 44, 124

GRI 203: Indirect economic impacts

203-1

Infrastructure investments and services supported

10, 54-55, 58, 69-

GRI 205: Anti-corruption

205-3 Confirmed incidents of corruption and actions

taken

There were no confirmed

incidents of corruption in 2025.

GRI 207: Tax

207-1

Approach to tax

224

GRI 302: Energy

302-1 Energy consumption within the organisation EDR (June 2026) EPRA: Elec-Abs, Elec-LfL,

DH&C-Abs, DH&C-LfL, Fuels-

Abs, Fuels-LfL

302-2

Energy consumption outside of the organisation

EDR (June 2026)

302-3

Energy intensity

EDR (June 2026)

302-4

Reduction of energy consumption

EDR (June 2026)

302-5

Reductions in energy requirements of products

and services

EDR (June 2026)

GRI 303: Water and effluents

303-5

Water consumption

EDR (June 2026)

EPRA: Water-Abs, Water-LfL

GRI 305: Emissions

305-1

Direct (scope 1) GHG emissions

EDR (June 2026)

EPRA: GHG-Dir-Abs, GHG-

Dir-LfL

305-2 Energy indirect (scope 2) GHG emissions EDR (June 2026) EPRA: GHG-Indir-Abs, GHG-

Indir-LfL

305-3

Other indirect (scope 3) GHG emissions

EDR (June 2026)

EPRA: GHG-Indir-Abs, GHG-

Indir-LfL

305-4

GHG emissions intensity

EDR (June 2026)

EPRA: HGH-Int

305-5

Reduction of GHG emissions

EDR (June 2026)

GRI 306: Waste

306 Effluents and waste EDR (June 2026)

GRI 307: Environmental compliance

307-1

Non-compliance with environmental laws and

regulations

There were no cases of non-

compliance in 2025.

GRI 401: Employment

401-1

New employee hires and employee turnover

EPRA: Emp-New hires, Emp-

Turnover

401-2

Benefits provided to full-time employees that are

not provided to temporary or part-time employees

Not relevant.

GRI 402: Labor/management relations

402-1 Minimum notice periods regarding operational

changes

Aedifica applies Belgian law on

legal notice periods.

GRI 403: Occupational health & safety Page Comment

403-1

Occupational health and management system

47, 65

403-2

Hazard identification, risk assessment and incident

investigation

EPRA: H&S-Emp

403-6

Promotion of worker health

403-9

Work-related injuries

EPRA: H&S-Emp

403-

Work-related ill health 65

GRI 404: Training and education

404-1

Average hours of training per year per employee

EPRA: Emp-Training

404-2

Programmes for upgrading employee skills and

transition assistance programmes

64-65

404-3 Percentage of employees receiving regular

performance & career development reviews

64 EPRA: Emp-Dev

GRI 405: Diversity and equal opportunity

405-1

Diversity of governance bodies and employees

EPRA: Diversity-Emp

405-2

Ratio of basic salary and remuneration of women

to men

EPRA: Diversity-Pay

GRI 406: Non-discrimination

406-1

Incidents of discrimination and corrective actions

taken

There were no cases of

discrimination in 2025.

GRI 408: Child labor

408-1

Operations and suppliers at significant risk for

incidents of child labor

There were no operations or

suppliers at siginicant risk for

incidents of child labor.

GRI 409: Forced or compulsory labor

409-1

Operations and suppliers at significant risk for

forced or compulsory labor

There were no operations or

suppliers at significant risk for

forced or compulsory labor.

GRI 413: Local communities

413-1

Operations with local community engagement,

impact assessmets and development programmes

56-58

EPRA: Comty-Eng

GRI 418: Customer privacy

418-1 Substantiated complaints concerning breaches of

customer privacy and losses of customer data

There were no such

complaints in 2025.

GRI 419: Socioeconomic compliance

419-1

Non-compliance with laws and regulations in the

social and economic area

There were no cases of non-

compliance in 2025.

5.3 Sector-specific standards

GRE: Construction and real estate Page Comment

CRE 1

Building energy intensity

EDR (June 2026)

EPRA: Energy-Int

CRE 2

Building water intensity

EDR (June 2026)

EPRA: Water-Int

CRE 3

Greenhouse gas emissions intensity from buildings

EDR (June 2026)

EPRA: GHG-Int

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6. Statements

ESEF

This 2025 Annual Report was drawn up in accordance with the ESEF (European Single Electronic Format)

reporting requirements. Thus, this version in ESEF in English is the official version of the annual report and

can also be found on the Company’s website (www.aedifica.eu).

Universal Registration Document

This 2025 Annual Report constitutes Aedifica NV/SA’s 2025 Universal Registration Document within the

meaning of article 9 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 Prospectus Regulation, as amended (the ‘Prospectus

Regulation’) and has been drawn up taking into account Annex 2 io Annex 1 of the Commission Delegated

Regulation (EU) No 2019/980 of 14 March 2019 supplementing Regulation (EU) 2017/1129 of the European

Parliament and of the Council as regards the format, content, scrutiny and approval of the prospectus to be

published when securities are offered to the public or admitted to trading on a regulated market, and repealing

Regulation (EC) No 8092004, as amended (the ‘Delegated Regulation 2019/980’).

This 2025 Annual Report has been filed with the FSMA, as competent authority under the Prospectus

Regulation, as Universal Registration Document on 25 March 2026 without prior approval pursuant to Article

9 of Regulation (EU) 2017/1129.

This Universal Registration Document may be used for the purposes of an offer to the public of securities or

admission of securities to trading on a regulated market if completed by amendments, if applicable, and a

securities note and summary approved in accordance with the Prospectus Regulation.

The information on the website of Aedifica NV/SA is not incorporated by reference in, and does not form part

of, this Universal Registration Document.

Investors should make their own assessment as to the suitability of investing in securities in Aedifica NV/SA.

Information from third parties

Independent valuation experts and statutory auditor

Aedifica NV/SA declares that the information provided by the independent valuation experts (the coordinates

of each of which can be found in section 3.1.12 of the ‘Standing Documents’) and by the accredited statutory

auditor (the coordinates of which can be found in section 3.1.11 of the ‘Standing Documents’) have been

accurately reproduced and included with their consent. As far as Aedifica NV/SA is aware and is able to

ascertain from information published by these third parties, no facts have been omitted which would render

the reproduced information inaccurate or misleading.

The aforementioned independent valuation experts have each confirmed to the Company that they have no

material interest in the Company, with the exception of those arising from their respective contractual

relationship with the Company as an independent valuation expert of the Company within the meaning of

Article 24 of the RREC Act.

The statutory auditor has confirmed to the Company that it has no material interest in the Company, with the

exception of those arising from its mandate as statutory auditor of the Company.

Studies

The ‘Market trends’ section on page 41-43 of the Business Review included in this Universal Registration

Document contains a reproduction of studies performed by (i) Jones Lang LaSalle IP, Inc. (regarding the

healthcare market in Europe), (ii) Cushman & Wakefield Belgium NV/SA (regarding the healthcare market in

Belgium), (iii) C&W (UK) LLP German Branch (regarding the healthcare market in Germany), (iv) Cushman &

Wakefield Netherlands BV (regarding the healthcare market in the Netherlands), (v) Knight Frank LLP

(regarding the healthcare market in the United Kingdom), (vi) Cushman & Wakefield Finland Oy (regarding the

healthcare market in Finland), (vii) CBRE Unlimited Company (regarding the healthcare market in Ireland) and

(viii) Jones Lang LaSalle España SA (regarding the healthcare market in Spain).

The aforementioned companies have each agreed with the publication by Aedifica of their respective studies,

and have each confirmed that they do not have material interests in Aedifica (except for those arising from

their contractual relationship with Aedifica pursuant to their mandate as independent valuation expert).

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Persons responsible (Delegated Regulation 2019/980 and Royal

Decree 14 November 2007)

Aedifica NV/SA, represented by the members of its Board of Directors, the composition of which is described

in the Corporate Governance chapter of this 2025 Annual Report, is responsible for the information provided

in this Universal Registration Document, and declares that, after having taken all reasonable care to ensure

that such is the case, the information contained in this Universal Registration Document is, to the best of its

knowledge, in accordance with the facts and contains no omission likely to affect the import of this Universal

Registration Document.

Mr Serge Wibaut, Chair of the Board of Directors of Aedifica NV/SA, and Mr Stefaan Gielens, CEO of Aedifica

NV/SA, declare for and on behalf of Aedifica NV/SA, that to the best of their knowledge:

• the financial statements, prepared in accordance with the applicable accounting standards, give an

accurate picture of the assets, financial situation and results of Aedifica NV/SA and the businesses

included in the consolidation;

• the Annual Report contains an accurate account of the development of the business, results and

situation of Aedifica NV/SA and businesses included in the consolidation, and a description of the

main risks and uncertainties they face.

Forecast information

This report contains forecast information. This information is based on Company’s estimates and projections

and is, by its nature, subject to risks, uncertainties and other factors. Consequently, the results, financial

situation, performance and figures, expressed or implicitly communicated, may differ substantially from those

mentioned or suggested by the forecast information. Taking into account these uncertain factors, statements

regarding future developments cannot be interpreted as a guarantee in any way.

Proceedings and arbitration procedures

The Board of Directors of Aedifica NV/SA declares that there exists no governmental, legal or arbitration

proceedings (including any such proceedings which are pending or threatened of which Aedifica is aware),

during the previous 12 months, that may have a significant influence, or may have had such an influence in

the recent past, on the financial position or profitability of Aedifica NV/SA and/or the Group.

Declaration concerning the Directors and the members of the

Executive Committee

The Board of Directors declares that, to the best of its knowledge:

• none of the members of the Board of Directors has, for at least the previous five years, been

convicted for a fraud-related offence;

• no official and/or public incrimination and/or sanctions have been expressed against one of them

by statutory or regulatory authorities (including designated professional bodies) for at least the

previous five years;

• none of the members of the Board of Directors has ever been disqualified by a court from acting as

a member of the administrative, management or supervisory bodies of an issuer or from acting in

the management or conduct of the affairs of any issuer for at least the previous five years;

• none of the members of the Board of Directors has been involved in any bankruptcies, receiverships,

liquidations or companies put into administration for at least the previous five years, with the

exception of:

- Ms Katrien Kesteloot was director of Rondom VZW. This company was voluntarily dissolved

and liquidated on 4 December 2023;

• no employment contract has been concluded with the Non-Executive Directors, which provides for

the payment of indemnities upon termination of the employment contract. However, there exists a

(management) agreement between the Company and the Executive Directors and members of the

Executive Committee providing for such indemnities;

• no option on the Company’s shares has been given to date;

• no family ties exist between the Directors and/or members of the Executive Committee;

• the following Directors and members of the Executive Committee hold shares of the Company:

Mr Serge Wibaut (3,250 shares), Mr Stefaan Gielens (20,813 shares), Mr Charles-Antoine van Aelst

(8,370 shares), Mr Sven Bogaerts (9,422 shares), Ms Ingrid Daerden (7,387 shares), Ms Katrien

Kesteloot (521 shares), Ms Elisabeth May-Roberti (895 shares), Mr Luc Plasman (776 shares),

Ms Rikke Lykke (112 shares), Mr Raoul Thomassen (2,205 shares), Ms Kari Pitkin (301 shares) and

Ms Marleen Willekens (245 shares).

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7. Glossary

7.1 Definitions

Acquisition value

The acquisition value is the agreed value between parties on the basis of which the transaction is performed.

If the acquisition of a building takes place by cash payment, through the acquisition of shares of a real estate

Company, through the non-monetary contribution of a building against the issue of new shares, by merger

through takeover of a property, or by a partial de-merger, the deed costs, audit and consultancy costs,

reinvestment bank fees and costs of lifting security on the financing of the absorbed Company and other

costs of the merger are also considered as part of the acquisition cost and capitalised in the asset accounts

on the balance sheet.

Alternative performance measures (APM)

Since many years, Aedifica uses in its financial communication Alternative Performance Measures according

to the guidelines issued by the ESMA on 5 October 2015. Some of these APM are recommended by the

European Public Real Estate Association (EPRA) and others have been defined by the industry or by Aedifica

in order to provide readers with a better understanding of its results and performance. The APM used in this

annual report are identified with an asterisk (*). The performance measures which are defined by IFRS

standards or by Law are not considered as APM, neither are those which are not based on the consolidated

income statement or the balance sheet. The APM are defined, annotated and connected with the most

relevant line, total or subtotal of the financial statements, in the notes of the financial statements or in EPRA

chapter.

Closed period

Period during which any director or any person covered on the lists established by the Company in

accordance with Article 7.3 of the Dealing Code, as well as any person who is closely related to them, may

not carry out any trading of Aedifica shares. Closed periods are shown in the corporate governance statement.

Contractual rents

Rents as contractually agreed in leases, before deducting rent-free periods or other incentives granted to

tenants.

Debt-to-assets ratio

The Belgian Royal Decree of 13 July 2014 regarding RRECs defines the debt-to-assets ratio as follows:

‘Total liabilities’ in balance sheet

- I. Non-current liabilities – A. Provisions

- I. Non-current liabilities – C. Other non-current financial liabilities - Hedges

- I. Non-current liabilities – F. Deferred taxes liabilities

- II. Current liabilities – A. Provisions

- II. Current liabilities – C. Other current financial liabilities - Hedges

- II. Current liabilities – F. Accrued charges and deferred income as provided in the annexes of the Royal

Decree of 13 July 2014 on RRECs.

/ Total assets less authorised hedging instruments

≤ 65%

Double net (NN)

Type of contract under which generally the repair and maintenance of the roof, structure and facades of the

building remain the responsibility of the owner, while other costs and risks are borne by the operator.

EBIT margin

Operating result before result on portfolio divided by net rental income.

EPRA

European Public Real Estate Association is an association, founded in 1999 in order to promote, develop and

regroup listed European real estate companies. EPRA establishes standards of conduct in accounting,

reporting and corporate governance matters, and harmonises these rules to different countries in order to

provide quality and comparable information to investors. EPRA has created indices that serve as benchmarks

for the real estate sector. All this information is available on the website www.epra.com.

EPRA Earnings*

Aedifica uses EPRA Earnings* to comply with the EPRA’s recommendations and to measure its operational

and financial performance; however, this performance measure is not defined under IFRS. It represents the

profit (attributable to owners of the Parent) after corrections recommended by the EPRA. The EPRA Earnings*

is calculated in Note 18 (in accordance with the Aedifica model) and in the EPRA chapter of the Annual

Financial Report (in accordance with the model recommended by EPRA).

Estimated rental value (ERV)

The estimated rental value (ERV) is the market rental value as determined by independent valuation experts.

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Exit tax

Companies applying for approved RREC status, or which merge with a RREC, are subject to an exit tax. This

tax is similar to a liquidation tax on net unrealised gains and on tax-exempt reserves. See section 3.4.2 of the

Standing Documents for more information on the current exit tax rates.

Fair value

In accordance with IAS/IFRS accounting principles, the fair value of investment properties is assessed by

independent valuation experts.

The fair value of the Belgian investment properties is calculated as following:

• Buildings with an investment value over €2.5 million:

- Fair value = investment value / (1+ average transaction cost defined by the BE-REIT

Association).

• Buildings with an investment value under €2.5 million:

- Fair value = investment value / (1 + % transfer taxes depending on the region in which the

buildings are located).

The average transaction cost rate defined by the BE-REIT Association is reviewed annually and adjusted as

necessary in 0.5% increments.

The Belgian experts attest the deduction percentage retained in their periodic reports.

The fair value of investment properties located abroad takes into account locally applicable legal costs.

Free float

Percentage of shares held by the public, as defined by Euronext.

Gross dividend yield

Gross dividend per share divided by the stock market price as of closure.

Gross yield of the portfolio

For the total portfolio: (contractual rents) / investment value, acquisition value or fair value of the concerned

buildings. Investment value is used as a denominator to determine the gross yield of a development project.

Acquisition value is used for acquired assets and fair value for existing assets.

IFRS

The international accounting standards (IFRS, or International Financial Reporting Standards, previously

called IAS, or International Accounting Standards) are drawn up by the International Accounting Standards

Board (IASB). European listed companies have been obliged to apply these standards in their consolidated

accounts since the financial year commencing on or after 1 January 2005. Since 2007, RRECs have also been

required to apply IFRS in their statutory accounts.

Inside information

Inside information about Aedifica is any information:

• of a precise nature, i.e. indicates a set of circumstances which exists or which may reasonably be

expected to come into existence, or an event which has occurred or which may reasonably be

expected to occur, where it is specific enough to enable a conclusion to be drawn as to the possible

effect of that set of circumstances or event on the prices of the financial instruments or the related

derivative financial instruments of Aedifica;

• which has not been made public;

• relating, directly or indirectly, to Aedifica; and

• which, if it were made public, would be likely to have a significant effect on the price of the financial

instruments or related derivative financial instruments of Aedifica, i.e. information a reasonable

investor would be likely to use as part of the basis of his or her investment decisions.

Interest Rate Cap (or cap)

An insurance contract purchased by a borrower at a premium from a bank to provide a ceiling on interest

indexed to floating rates for a specified notional amount, frequency and maturity. If the floating rate rises

above the agreed ceiling, the bank pays the difference between the ceiling and the actual floating rate, thereby

protecting against increases in floating interest rates. Aedifica can only use this instrument for hedging

purposes.

Interest Rate Swap (or IRS)

A forward interest rate exchange contract (usually floating against fixed) between two parties in which one

stream of future interest payments is exchanged for another based on a specified notional amount, frequency

and maturity. Interest rate swaps usually involve the exchange of a floating interest rate payment for a fixed

rate payment to reduce exposure to fluctuations in interest rates. Aedifica can only use this instrument for

hedging purposes.

Investment properties portfolio

The investment properties portfolio regroups marketable investment properties, assets classified as held for

sale, rights of use of plots of land and the land reserve.

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Investment value

Value assessed by the expert, of which transfer taxes are not deducted.

Market capitalisation

Closing stock market price multiplied by the total number of shares.

Net asset value per share

Total equity divided by the number of shares outstanding (after deduction of the treasury shares).

Net rental income

The Belgian Royal Decree of 13 July 2014 regarding RRECs defines the net rental income as follows:

Rental income

- Writeback of lease payments sold and discounted

- Rental-related charges

Occupancy rate

For the total portfolio: (contractual rents) / (contractual rents + estimated rental value (ERV) on vacant areas

of the property portfolio).

Operating margin

Property operating result divided by net rental income.

Pay-out ratio

Dividend divided by the corrected profit.

Prime net yield

The ratio between the (initial) contractual rent of a purchased property and the acquisition value at a prime

location.

Profits excluding changes in fair value

Profit (attributable to owners of the parent)

- Changes in fair value of investment properties (IAS 40)

- Changes in fair value of financial assets and liabilities (IFRS 9)

Property result

The Belgian Royal Decree of 13 July 2014 regarding RRECs defines the operating result before result on

portfolio as follows:

Property operating result

- Overheads

± Other operating income and charges

Property operating result

The Belgian Royal Decree of 13 July 2014 regarding RRECs defines the property operating result as follows:

Property result

- Technical, commercial and property management costs

- Charges and taxes on unlet properties

- Other property charges

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Profit to be paid out (or corrected profit)

The Belgian Royal Decree of 13 July 2014 regarding RRECs defines the profit to be paid out (or corrected

profit) as follows:

The Company must distribute, as return on capital, an amount corresponding at least to the positive difference

between the following amounts:

• 80% of an amount equal to the sum of the adjusted result (A) and the net capital gains on realisation

of investment properties not exempt from the obligation of distribution (B). (A) and (B) are calculated

according to the following scheme:

Profit of loss

+ Depreciations

+ Write-downs

- Reversals of write-downs

- Writeback of lease payments sold and discounted

± Other non-cash items

± Gains and losses on disposals of investment properties

± Changes in fair value of investment properties

= Corrected profit (A)

± Gains and losses on disposals of investment properties during the financial year (gains and

losses compared to the acquisition value plus capital expenditures)

- Gains and losses on disposals of investment properties during the financial year, exempted

from the obligation of distribution, subject to reinvestment within 4 years (gains compared to the

acquisition value plus capital expenditure)

± Gains and losses on disposals of investment properties earlier exempted from the obligation

of distribution and not reinvested within 4 years (gains and losses compared to the acquisition

value plus capital expenditures)

= Net capital gains on realisation of investment properties not exempt from the obligation of

distribution (B)

• net decrease during the financial year of the debt of the public RREC, as provided in Article 13 of

the Belgian Royal Decree of 13 July 2014 (see definition of the debt-to-assets ratio).

Real estate portfolio

The real estate portfolio includes the investment properties portfolio and the development projects.

Result on portfolio

The Royal Decree of 13 July 2014 regarding RRECs defines the result on portfolio as follows:

Gains and losses on disposals of investment properties

- Gains and losses on disposals of other non-financial assets

± Changes in fair value of investment properties

Reversion rate

The ratio is determined as follows: (contractual rents + estimated rental value on empty spaces) / Estimated

rental value of the total portfolio.

Triple net (NNN)

Type of contract under which generally operating charges, maintenance costs and rents on empty spaces

related to operations are borne by the operator.

Velocity

Total volume of shares exchanged over the year divided by the total number of listed shares, following the

definition of Euronext.

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7.2 Acronyms

APM: Alternative Performance Measure

BCA: Belgian Competition Authority

CAGR: Compound Annual Growth Rate

CEO: Chief Executive Officer

CFO: Chief Financial Officer

CIO: Chief Investment Officer

CLO: Chief Legal Officer

CM&AO: Chief Mergers & Acquisitions Officer

COO: Chief Operating Officer

CPI: Consumer price index

CRREM: Carbon Risk Real Estate Monitor

CSR: Corporate Social Responsibility

CSRD: Corporate Sustainability Reporting Directive

DCF: Discounted Cash Flow

EEA: European Economic Area

EBIT: Earnings Before Interests and Taxes

EBITDA: Earnings Before Interests, Taxes, Depreciation and Amortisation

ECB: European Central Bank

EPC: Energy Performance Certificate

EPRA: European Public Real Estate Association

EPRA (s)BPR: EPRA (Sustainability) Best Practices Recommendations

ESMA: European Securities and Markets Authority

ESRS: European Sustainability Reporting Standards

ERV: Estimated Rental Value

FBI: Federale Beleggingsinstelling

FSMA: Financial Services and Markets Authority

GHG: Greenhouse Gas

GRESB: Global Real Estate Sustainability Benchmark

IAS: International Accounting Standards

ICR: Interest Cover Ratio

IFRS: International Financial Reporting Standards

IPO: Initial Public Offering

IRS: Interest Rate Swap

nEUI: net Energy Use Intensity

NN: Double Net

NNN: Triple Net

REIT: Real Estate Investment Trust

RREC: Regulated Real Estate Company

SCS: Société en Commandite Simple

SOCIMI: Sociedades Cotizadas de Inversión en el Mercado Inmobiliario

SPO: Secondary Public Offering

SPV: Special Purpose Vehicle

WAULT: Weighted average unexpired lease term