Capital increase of c. 38 MEUR via issuance of 865,618 shares at 44 EUR per share

On 31 March 2023 Xior announced that in relation to the final part of the Basecamp transaction, in particular the contribution of the Basecamp management and development activities, there would be a capital increase today, on 25 April 2023, for an amount of c. 36 MEUR (still to be adjusted for customary adjustments for cash, debt and net working capital, among others). Meanwhile, the parties have calculated such adjustments based on the estimated cash, debt and net working capital of the Basecamp companies which are carrying out the management and development activities as at date of 25 April 2023, bringing the relevant amount for contribution to c. 38 MEUR.

The capital increase for this amount occurred today and results in the issue of 865,618 new shares at an issue price of 44 EUR per share. The vast majority of these shares are also subject to a 6-month lock-up, as described in the securities note dated 13 September 2022. The new shares will be listed on the stock exchange from 27 April 2023.

Amount available under authorised capital
In the context of this capital increase, use was made of the authorised capital, which was approved at the Extraordinary General Meeting held on 15 September 2022 (see articles of association). Under this authorisation, Xior's board of directors is permitted (among other things) to increase Xior's capital by means of a capital increase by way of (i) contribution in cash not providing for the possibility of exercising the statutory preferential right or irreducible allocation right by the company's shareholders and (ii) contribution in kind, up to a maximum amount of 62,554,577 EUR, or a maximum of 3,475,254 new shares to be issued at the current capital represented value of the shares (18.00 EUR). After this issue, the maximum number of shares to be issued within this category of authorised capital is still 2,609,636 shares.

Dividend
The new shares were issued with coupons n°24 and following attached and thus entitled to the profits from 25 April 2023 (inclusive). The existing shares and the new shares are all trading with coupon n°24 and following attached and thus have the same dividend rights.

Coupon n°24, representing the pro rata temporis gross dividend right for the current financial year 2023 for the period starting from 25 April 2023 (inclusive) to 31 December 2023 (with an estimated value of 1.2103 EUR taking into account the expected dividend for the current financial year 2023).

Disclosure in accordance with Article 15 of the Act of 2 May 2007 on the disclosure of significant shareholdings (the Transparency Act) (2 May 2007)
Following the capital increase and issue of new shares on 25 April 2023 in relation to this transaction, Xior discloses the following information in accordance with Article 15 of the Act of 2 May 2007 on disclosure of significant shareholdings:

• Total capital: 641,126,898 EUR
• Total number of securities with voting rights: 35,618,161 (all ordinary shares)
• Total number of voting rights (= denominator): 35,618,161 (all attached to ordinary shares)

Each of these shares entitles the holder to one vote at the annual general meeting and these shares thus constitute the denominator for publications under the transparency rules (i.e. reporting when reaching, exceeding or falling below thresholds set by law or the articles of association). Xior's articles of association do not provide for any additional statutory thresholds. There are no outstanding options or warrants giving entitlement to shares, preference shares or non-voting shares.

Find the full press release in the PDF file added below. 

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_{For more information, please contact:}

_{Xior Student Housing NV
Frankrijklei 64-68
2000 Antwerp, Belgium 
www.xior.be}

_{Christian Teunissen, CEO
Frederik Snauwaert, CFO
info@xior.be
T +32 3 257 04 89}

_{Xior Investor Relations
Sandra Aznar
Head of Investor Relations
ir@xior.be
T +32 3 257 04 89}