Shareholders' meetings of 13 May 2022

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Regulated Information

VGP NV (‘VGP’ or ‘the Group’) held today its Annual Shareholders’ Meeting and its Extraordinary and Special Shareholders’ Meeting (the ‘Shareholder Meetings’) in accordance with the organization method as described in its press release of 13 April 2022.

ANNUAL SHAREHOLDERS’ MEETING

The shareholders approved all agenda items.

We make reference to the agenda as included in the convocation of the Annual Shareholder’ Meeting and more specifically the agenda items regarding dividend.

Dividend

The Annual Shareholders’ Meeting approved the payment of a gross dividend for a total amount of EUR 149,556,392.50 which corresponds to a gross dividend of EUR 6,85 per share (EUR 4.795 net dividend per share) in relation to the financial year ending 31 December 2021 and approved the delegation of the determination of the payment date as well as all other formalities relating to the payment of the dividend to the Board of Directors.

During a Board of Directors meeting held today, after the closing of the Shareholders’ Meetings, the Board of Directors approved the payment details as follows:

Ex-dividend date:                     23 May 2022

Registration date:                     24 May 2022

Dividend payment date:            25 May 2022

EXTRAORDINARY AND SPECIAL SHAREHOLDERS’ MEETING

The Extraordinary and Special Shareholders’ Meeting also approved all agenda items

We make reference to the agenda as included in the convocation of the Extraordinary and Special Shareholders’ Meeting and more specifically the agenda items regarding the approval of the change of control clauses.

The Extraordinary and Special Shareholders’ Meeting formally approved a.o. (a) all change of control clauses included in and/or relating to the green bonds issued by the Company on 17 January 2022, including in particular condition 6.3 of the terms and conditions of (i) the EUR 500,000,000 1.625 per cent. fixed rate green bonds due 17 January 2027 and (ii) the EUR 500,000,000 2.250 per cent. fixed rate green bonds due 17 January 2030 as set out in part V.A and Part V.B of the information memorandum dated 13 January 2022 for the listing of the bonds on the Euro MTF Market operated by the Luxembourg Stock Exchange,  (b) the change of control clause as set out in the BNP Paribas Fortis loan agreement entered into on 21 December 2021 by the Company and BNP Paribas Fortis NV (as “Bank”), and (c) the change of control clause, as included in clause 19.1 of the Joint Venture Agreement entered into on 22 December 2021 by the Company and Allianz Finance IX Luxembourg S.A. and YAO NEWREP Investments S.A (collectively as “AZ”) and VGP DEU 44 S.à r.l. (to be renamed to VGP European Logistics 3 S.à r.l.).