Xior Student Housing : Explanatory note regarding the transaction - EN unofficial

XIOR STUDENT HOUSING NV

Public Limited Company, PRREC according to Belgian law

Frankrijklei 64-68, 2000 Antwerp (Belgium)

RPR (Antwerp Register of Companies, Antwerp division) 0547.972.794

(the "Company" or "Xior")

EXPLANATORY NOTE ON THE TRANSACTION

This note (the "Note") explains the contemplated listing and admission to trading on the regulated market of Euronext Brussels of new shares ("New Shares") without nominal value in the context of a capital increase (the "Capital Increase") of the Company by way of a contribution in kind (the "Contributions") of:

1. all the shares of ST Łódź Rewolucji 1905 Sp. z o.o., ST Katowice Krasińskiego Sp. z o.o., ST Łódź Rembielińskiego Sp. z o.o., Studentenwohnheim Prager Strasse GmbH, ST
   Potsdam S.à r.l., ST Skovbrynet Student ApS, ESHF 2 Aarhus Residential ApS, ESHF 2 Aarhus Student ApS, BC Student Malmö AB and ESHF 2 Birketinget ApS (the "Contributed Companies") held by their shareholders; and
2. the receivables of the loans granted by such shareholders (or their subsidiaries) (in principal

and interests outstanding upon contribution) to the Contributed Companies (the "Shareholder Loans").

This note further explains the broader transaction to which the Contributions are a part of, including the the acquisition of Basecamp Student Operations ApS and BaseCamp Student Real Estate ApS (the "Danish OpCos"), the contemplated subsequent acquisition of BaseCamp Group Ltd ("BaseCamp") and the contemplated subsequent acquisition of Blue Gate Aachen GmbH ("Blue Gate Aachen"), and which was announced in a press release on the Company website on 30 May 2022 (including subsequent update press releases on 27 July 2022 and 5 August 2022): https://corporate.xior.be/en/press-news/press-releases.

This note is provided to the shareholders of the Company (the "Shareholders") to inform them about the Contributions in the context of the extraordinary general meeting which will be held on 15 September 2022 or, in case the required quorum is not met, of the second extraordinary general meeting to be held on 6 October 2022 (the "Extraordinary General Meeting").

1. Description of the Company

The Company is licensed as a public regulated real estate company ("BE-REIT").

The Company was founded in 2014 and specialises in the student housing sector in Belgium, the Netherlands, Spain and Portugal.

The most important shareholders of the Company are Aloxe NV which holds 17.29% and AXA Investment Managers S.A. which holds 6.28% in accordance with the latest transparency notifications.

A structure chart of the Company is set out below.

More information on the Company can be found in the 2021 annual financial report serving as registration document of the Company and published on 19 April 2022 on the Company website: https://corporate.xior.be/en/investors/reports-and-presentations.

2. Description of the Contributed Companies, the Shareholder Loans, the Danish OpCos, BaseCamp and Blue Gate Aachen

2.1 The Contributed Companies

The Contributed Companies are special purpose vehicles held by ST Holdings S.à r.l. ("STH"), a limited liability company incorporated under the laws of the Grand Duchy of Luxembourg and fully owned subsidiary of the alternative investment fund European Student Housing Fund ("ESHF I"), and ESHF 2 Holdings S.à r.l. ("E2H"), a limited liability company incorporated under the laws of the Grand Duchy of Luxembourg and a fully owned subsidiary of the alternative investment fund European Student Housing Fund II ("ESHF II").

All the shares of the Contributed Companies will be contributed in kind as part of the Contributions, i.e.:

1. STH will contribute:
2. 1. 2,000 shares of ST Łódź Rewolucji 1905 Sp. z o.o.;
   2. 100 shares of ST Katowice Krasińskiego Sp. z o.o.;
   3. 100 shares of ST Łódź Rembielińskiego Sp. z o.o.;
   4. 2 shares of Studentenwohnheim Prager Strasse GmbH;

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1. 1. 12,500 shares of ST Potsdam S.à r.l.; and
   2. 2,000,000 shares of ST Skovbrynet Student ApS; and
2. E2H will contribute:
3. 1. 50,000 shares of ESHF 2 Aarhus Residential ApS;
   2. 125,000 shares of ESHF 2 Aarhus Student ApS;
   3. 50,000 shares of BC Student Malmö AB; and
   4. 51,000 shares of ESHF 2 Birketinget ApS.

The Contributed Companies own the following properties (the "Properties"):

1. ST Łódź Rewolucji 1905 Sp. z o.o., which is held by STH, owns a student accommodation asset located at Rewolucji 1905 Street 45, Łódź, Poland, which offers a total of 623 beds;
2. ST Katowice Krasińskiego Sp. z o.o., which is held by STH, owns a student accommodation and commercial space asset located at ul. Paderewskiego 30, Katowice, Poland, which offers a total of 733 beds with 1,840 square meters of commercial space;
3. ST Łódź Rembielińskiego Sp. z o.o., which is held by STH, owns a student accommodation and commercial space asset located at Rajmunda Rembielińskiego Street 16/18, Łódź, Poland, which offers a total of 631 beds with 2,300 square meters of commercial space;
4. Studentenwohnheim Prager Strasse GmbH, which is held by STH, owns a student accommodation asset located at Prager Strasse 53, 04317, Leipzig, Germany, which offers a total of 412 beds;
5. ST Potsdam S.à r.l., which is held by STH, owns a student accommodation asset located at Liegenschaft Kossätenweg 25, 14476, Potsdam, Germany, which offers a total of 263 beds;
6. ST Skovbrynet Student ApS, which is held by STH, owns a student accommodation asset located at Skovbrynet 2 and 2A, 2800 Kongens, Lyngby, Denmark, which offers a total of 639 beds;
7. ESHF 2 Aarhus Residential ApS and ESHF 2 Aarhus Student ApS, which are held by E2H, own (a) a student accommodation and commercial space asset under development with title no. 117xm, Århus Markjorder, located at Helsingforsgade 6K, 8200 Aarhus N, Denmark, and
   (b) a student accommodation and commercial space asset under development with title no. 117xp, Århus Markjorder, located at Jens Baggesens Vej 51, 8200 Aarhus N, Denmark, respectively, which are expected to open in August 2023 and offer 663 rooms in aggregate;
8. BC Student Malmö AB, which is held by E2H, owns a student accommodation asset under development located at Einar Hansens Esplanad 10, Stormastgatan 4, T Malmö, Sweden, which is expected to open in August 2023 and offer 583 rooms; and
9. ESHF 2 Birketinget ApS, which is held by E2H, owns a student accommodation asset with title no. 990 Sundbyvester, København located at Birketinget 6, 2300 Copenhagen S, Denmark, which offers a total of 350 beds.

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A structure chart of the Contributed Companies, showing also the Properties, set out below:

ESHF I

ESHF II

2.2 The Shareholder Loans

The Shareholder Loans are shareholder loans granted by STH and E2H (or their subsidiaries) to the Contributed Companies for purposes of financing the development and operations of the Properties and are as follows:

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1. an interest-bearing loan facility agreement dated 20 June 2017 between ST Skovbrynet Student ApS and STH, as amended on 30 June 2021;
2. an interest-bearing loan facility agreement dated 1 July 2021 between ESHF 2 Aarhus Student ApS and E2H, as amended on 14 December 2021;
3. an interest-bearing loan agreement dated 15 November 2016 between ST Potsdam S.à r.l. and STH, as amended on 10 May 2021;
4. an interest-bearing loan facility agreement dated 1 June 2021 between BC Student Malmö AB and E2H;
5. an interest-bearing loan facility agreement dated 7 October 2016 between ST Katowice Krasińskiego Sp. z o.o. and STH, as amended on 6 November 2019, 27 October 2020 and 2 February 2022;
6. an interest-bearing loan facility agreement dated 7 October 2016 between ST Łódź Rembielińskiego Sp. z o.o. and STH, as amended on 9 October 2019 and 26 March 2020;
7. an interest-bearing loan facility agreement dated 7 October 2016 between ST Łódź Rewolucji 1905 Sp. z o.o. and STH, as amended on 8 June 2017, 26 September 2018, 18 February 2019 and 12 September 2019;
8. an interest-bearing loan facility agreement dated 22 September 2016 between Studentenwohnheim Prager Strasse GmbH and STH; and
9. a loan between Studentenwohnheim Prager Strasse GmbH and ST Leipzig S.à r.l., with first payment made on 31 August 2015.

2.3 The Danish OpCos

The Danish OpCos are held at 80% by BaseCamp, with the remainder (20%) being held by CDJD Invest ApS. They provide project management and property management services, including to the Danish and Swedish Properties. BC Skovbrynet Residential ApS, a fully-owned subsidiary of BaseCamp Student Real Estate ApS, owns a residential and senior accommodation asset, title no. 1ho, Kgs. Lyngby By, Kgs. Lyngby, located at Skovbrynet 4, DK-2800 Kongens, Lyngby, Denmark, which offers 147 apartments.

2.4 BaseCamp

BaseCamp is held by Mr Armon Bar-Tur at 35%, Mr Amnon Bar-Tur at 35%, Mr Andreas Junius at 15% and Mr David Justin Hamer at 15% (the "BaseCamp Shareholders").

BaseCamp (including through its subsidiaries) is a real estate investment adviser, developer and property manager of purpose-built student accommodations ("PBSA") in Poland, Germany, Sweden and Denmark, with operations also in the United Kingdom. BaseCamp focuses on creating enhanced student accommodation, through building design and operations led by hospitality professionals and students.

BaseCamp has developed, operated and managed properties (including the Properties and the property held by Blue Gate Aachen) for the benefit of ESHF I and ESHF II, whose investment strategy is primarily

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