Acquisition of Enschede real estate project via contribution in kind. Capital and equity increase of approx. EUR 18 million

Xior Student Housing NV, the Belgian real estate investment trust (BE-REIT) specialised in student housing in Belgium and the Netherlands, has completed a successful capital increase through an (indirect) contribution of land and existing structures as a part of the previously announced acquisition of a real estate project in Enschede. As a result of this contribution, which means a capital increase (including share premium) of approx. EUR 18 million, 517,628 new Xior shares were issued. The issue price is EUR 35 per share (rounded).

On 12 March 2018, Xior announced that it had signed an agreement on the acquisition of a student complex in Enschede (the Netherlands) consisting of 271 student rooms (166 self-contained units and 105 units that are not self-contained) at the former hospital on Ariënsplein.¹

Besides the student rooms, the transaction also includes two education facilities. The non- self-contained units and one education facility have already been rented out to educational institution Saxion for the long term (8 years and 10 years, respectively). The presence of Saxion makes the site a perfect hub for students and their accomodation, located near the heart of Enschede and with public transport nearby.

Both parties agreed to effectively transfer the land and the structures that have already been redeveloped, by way of a contribution in kind into Xior's capital of the receivable resulting from the acquisition of the land and the existing constructions. The contribution value based on the value of the land and the (already completed) structures amounts to EUR 18,117,000. The further completion and commissioning of the other unfinished parts of the complex will occur in stages. The developer has provided a one-year rental guarantee for the unrented parts of the self-contained units and a three-year rental guarantee for the second education facility.

This project is being redeveloped and (indirectly) contributed by the L.I.F.E. group, from whom Xior has previously also acquired 143 student units in Maastricht (2016) and 69 units in Brussels (2017). L.I.F.E. will also be responsible for completing the student complex under the agreements between the parties.

Capital increase and issue of new shares
The contribution was financed by 517,628 new Xior shares for a total value of EUR 18,117,000.00.

The new Xior shares were issued today, 28 March 2018, by means of a capital increase within the authorised capital, pursuant to a decision of the board of directors of Xior. The transaction resulted in an equity increase of EUR 18,117,000.00, of which EUR 9,317,304.00 is assigned to capital and EUR 8,799,696.00 is assigned to issue premiums.

The issue price of the new shares is EUR 35.000039 per share (rounded), and is based on the average of the volume-weighted average price (VWAP) for Xior shares on Euronext Brussels during the five trading days prior to 28 March 2018, minus the proposed dividend for the relevant pro rata part of the 2017 financial year represented by coupon number 5, to which the new Xior shares do not confer entitlement (EUR 0.635)², minus a EUR 1.60 discount. The new Xior shares will participate in the Company's financial result as from 1 January 2018 (see below for dividend rights).

Detachment of coupon number 5 (pro rata dividend of EUR 0.635) – listing of new shares
The 517,628 new Xior shares are of the same type and carry the same rights as existing shares, except that they will be issued without coupon number 5. The new Xior shares will participate in the Company's financial result from 1 January 2018, and will be issued with coupons number 6 and following attached.

Given that the new Xior shares will only share in the Company's financial results (subject to approval by the Annual General Meeting) from 1 January 2018 (and not for the 2017 financial year), coupon number 5 of the existing shares will be detached before the new shares are listed on Euronext Brussels, such detachment being expected to take place on 29 March 2018 before opening.³ The existing Xior shares will be listed ex-coupon number 5 from 29 March 2018.

Xior aims to have the new shares listed on Euronext Brussels from 3 April 2018 at the latest, with coupons number 6 and following attached.

Disclosure under Article 15 of the Act of 2 May 2007 (the Transparency Act)
Following the capital increase and issue of new shares on 28 March 2018 as part of this transaction, Xior Student Housing NV discloses the following information, in compliance with Article 15 of the Law dated 2 May 2007 on the disclosure of significant holdings:

• Total capital: EUR 155,625,786.00
• Total number of securities with voting rights: 8,645,877 (all ordinary shares)
• Total number of voting rights (= denominator): 8,645,877 (all attached to ordinary shares)

Each of these shares confers one vote at the Annual General Meeting and these shares are therefore the denominator for purposes of publications under the transparency rules (i.e. notification in the event of reaching, exceeding or failing to meet the thresholds specified by law or in the Articles of Association). Xior Student Housing NV's Articles of Association do not provide for additional statutory thresholds. There are no outstanding options or warrants that confer rights to shares, nor preference shares or shares without voting rights.

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_{¹ See also our press release of 12 March 2018.
² See also the Annual Communiqué of 9 February 2018.
³ The payment for this coupon will only be made after, and is subject to, approval at the Annual General Meeting on 17 May 2018.}

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_{For more information about this transaction please contact:
Xior Student Housing NV                                     
Mechelsesteenweg 34, Box108                           
2018 Antwerp                                                       
www.xior.be I info@xior.be}                                 

_{Christian Teunissen, CEO
Frederik Snauwaert, CFO
Arne Hermans, CIO
Tel. +32 3 257 04 89}

_{For more information on the rental of student rooms, please contact:
Xior Student Housing
Tel. +31 88 6000 189
E beheer@xior.nl}