Aedifica NV/SA – Extraordinary General Meeting of 12 June 2026: Aedifica shareholders approved the merger by absorption of Cofinimmo

"We are pleased that our shareholders have given such broad support to the legal merger by absorption of Cofinimmo. The transaction's approval marks a new milestone in creating Europe's leading healthcare REIT. As Aedifica holds over 79% of Cofinimmo's shares, nothing stands in the way for the final approval of the legal merger on 30 June 2026 at Cofinimmo's Extraordinary General Meeting. In the meantime, we continue to work intensively on the integration of both companies' portfolios and teams."

Stefaan Gielens, CEO of Aedifica

The Extraordinary General Meeting approved the legal merger by absorption of Cofinimmo by Aedifica. The proposed resolutions received strong support from Aedifica shareholders. Over 99.99% of the shares represented voted in favour of the merger decision and subsequent capital increase. The other agenda items submitted for vote were also approved by the General Meeting.

A total of 45,276,115 shares were represented at the Extraordinary General Meeting, corresponding to 54.24% of the total number of shares outstanding and meeting the quorum requirement of at least half of the outstanding shares.

The minutes of the Extraordinary General Meeting will be made available on the Aedifica website in the coming days.

Following the successful conclusion of the Exchange Offer in early March1, Aedifica holds over 79% of Cofinimmo’s shares. Given the attendance and majority requirements set out in Article 12:30 of the Belgian Code of Companies and Associations, Aedifica, in its capacity as majority shareholder, is in a position to approve the merger at Cofinimmo’s Extraordinary General Meeting on 30 June 2026. Following such approval, the Cofinimmo shares will be delisted from Euronext with effect from 1 July 2026.

In this context, on 1 July 2026, the Cofinimmo shares not held by Aedifica or Cofinimmo itself, representing 7,775,000 shares, will automatically be exchanged at an exchange ratio of 1.17842 for 9,162,060 newly to be issued Aedifica shares.

For additional details regarding the legal merger, please refer to the merger proposal, which is already available on Aedifica's website.