VGP To Launch Capital Increase of Approximately €250 Million via an Accelerated Bookbuild Offering 

7 May 2026, 12:00 pm, Antwerp, Belgium: VGP NV (‘VGP’ or the ‘Company’), a European provider of high-quality logistics and semi-industrial real estate, announces the following:

• VGP is launching a capital increase in cash by means of a private placement of new shares via an accelerated bookbuild offering to international institutional investors (the ‘Capital Increase’ or the ‘Transaction’). VGP is seeking to raise gross proceeds in the Capital Increase of approximately € 250 million.
• The accelerated bookbuild offering will start immediately after publication of this press release.
• The reference shareholder of the Company, Mr. Jan Van Geet (through his participations Little Rock S.à r.l. (29.65%) and Tomanvi SCA (2.37%) (the ‘Reference Shareholder’) has irrevocably committed to subscribe to a number of new shares pro rata to his current shareholding in the Company (32.02% in the aggregate), at the issue price to be determined in the bookbuilding procedure. In return, the Reference Shareholder is granted a guaranteed allocation of such pro rata number of new shares.
• VGP has requested that trading of VGP shares on the regulated market of Euronext Brussels be suspended until the results of the Capital Increase are published in a press release, which is expected on or around 7 May 2026.
• VGP intends to use the net proceeds from the Capital Increase primarily to accelerate its investment pipeline (both landbank and new pipeline investments, including the recent signature and new leases for new buildings to be started in ’26 for more than 100,000 sqm) and pursue additional value‑accretive investment opportunities, while maintaining and further strengthening a strong balance sheet and gearing ratio.
• Coupon No. 15, representing the proposed full-year dividend of €3.40 per share for the financial year 2025 (relating to the period from 1 January 2025 to 31 December 2025) will be detached following the close of trading on the regulated market of Euronext Brussels on 7 May 2026. The new shares will be entitled to the full-year 2026 dividend (i.e. as from 1 January 2026).
• The expected gross proceeds from the Capital Increase have an estimated pro-forma impact of 6.2% on the gearing ratio reducing it to 29.1% based on the annual balance sheet (from 35.3% as at 31 December 2025).
• VGP’s recently published trading update for the first four months of 2026 confirms continued strong momentum, with € 34.4 million of new and renewed leases signed year-to-date, bringing the committed annualised rental income to € 486.4 million (+4% YTD, +12.6% y-o-y).

J.P. Morgan SE and KBC Securities SA/NV are acting as Joint Global Coordinators (the ‘Joint Global Coordinators’) and     Joint Bookrunners of the Capital Increase, with Belfius Bank SA/NV in cooperation with Kepler Cheuvreux S.A. and BNP Paribas Fortis SA/NV acting as Joint Bookrunners.

STRUCTURE OF THE CAPITAL INCREASE

• The Capital Increase shall take place by means of a private placement via an accelerated bookbuild offering to eligible investors through the Syndicate Banks (as defined below) including to (i) qualified investors in the European Economic Area, as defined in Article 2(e) of the Prospectus Regulation and in accordance with the prospectus exemption provided in Article 1.4(a), (ii) qualified investors in the United Kingdom as defined in Paragraph 15 of Schedule 1 of the Public Offers and Admissions to Trading Regulations 2024 (‘POATRs’) and in accordance with the exemption provided in Part 1 of Schedule 1 to the POATRs, (iii) within Switzerland exclusively to investors that qualify as professional clients within the meaning of the Swiss Federal Act on Financial Services (Finanzdienstleistungsgesetz) of 15 June 2018, as amended (‘FinSA’) and (iv) in the United States, to qualified institutional buyers, as defined in Rule 144A of the US Securities Act of 1933, as amended (the ‘US Securities Act’), in accordance with Rule 144A or any other available exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act
• This Capital Increase shall take place within the authorised capital, with cancellation of the legal preferential subscription right of existing shareholders (partly in favor of the Reference Shareholder; see below)
• The final issue price and the final number of new shares to be issued, shall be determined by VGP in consultation with the Joint Global Coordinators

REFERENCE SHAREHOLDER

• Jan Van Geet (through his participations Little Rock S.à r.l. (29.65%) and Tomanvi SCA (2.37%)) (the ‘Reference Shareholder’), has irrevocably committed to subscribe to a number of new shares pro rata to his current shareholding in the Company (32.02% in the aggregate), at the issue price to be determined in the bookbuilding procedure (the “Subscription Commitment”). The Subscription Commitment applies regardless of the final amount of the issue price and the final number of new shares that are subscribed to.
• The Reference Shareholder has made the Subscription Commitment conditional upon a guaranteed allocation of a number of new shares pro rata to his current shareholding in the Company (i.e. 29.65% for Little Rock S.à r.l. and 2.37% for Tomanvi SCA) (the ‘Pre-Allocation’). VGP has committed to this Pre-Allocation towards each of Little Rock S.à r.l. and Tomanvi SCA. For any excess amount, Little Rock S.à r.l. and Tomanvi SCA will participate in the accelerated bookbuild procedure, in which they will be treated the same as any other investors in accordance with the solicitation and allocation protocol entered into between VGP and the Joint Global Coordinators.
• In view of this Pre-Allocation, the preferential subscription rights of the existing shareholders are therefore cancelled, pursuant to article 7:193 of the Belgian Code of Companies and Associations (the ‘BCCA’), partly in favor of the Reference Shareholders. The legal conflict of interest rules (pursuant to articles 7:96, 7:97 and 7:200, 2° of the BCCA) are applied in respect of the Company’s managing director Jan Van Geet s.r.o. (including its permanent representative, Mr. Jan Van Geet, who controls Little Rock S.à r.l. and Tomanvi SCA and who is a “related party” to the Company as referred to in article 7:97 of the BCCA).
• In accordance with Article 7:97 of the BCCA, a committee of three independent directors of the Company (the “Committee”) has issued a written reasoned advice on the Subscription Commitment, the Pre-Allocation and the resulting cancellation of the preferential subscription rights of the existing shareholders of the Company, partly in favor of the Reference Shareholder, in the context of the Capital Increase. In addition, the statutory auditor has assessed whether there are material inconsistencies in the financial and accounting data included in the minutes of the board of directors and in the advice of the Committee compared to the information available to it in the context of its mandate. The conclusion of the Committee’s opinion and the statutory auditor’s assessment are included at the end of this press release.

NEW SHARES

• The new shares shall be issued in accordance with Belgian law and are ordinary shares that represent the capital, in the same form as the existing shares. They shall confer the same rights as the existing shares, except as set out below.
• The newly issued shares will be entitled to the full-year 2026 dividend (i.e. as from 1 January 2026). The newly issued shares will thus not be entitled to the full-year 2025 dividend of € 3.4 per share that has been proposed to the upcoming annual shareholders’ meeting.
• As part of the Capital Increase, VGP shall submit a request to Euronext Brussels for the admission to trading of the new shares to be issued as a result of the Capital Increase, and expects the new shares to be admitted to trading on the regulated market of Euronext Brussels immediately after their issue, which is expected on or around Tuesday 12 May 2026

SYNDICATE

• P. Morgan SE and KBC Securities SA/NV are acting as Joint Global Coordinators and Joint Bookrunners of the Capital Increase, with Belfius Bank SA/NV in cooperation with Kepler Cheuvreux S.A. and BNP Paribas Fortis SA/NV acting as Joint Bookrunners (altogether referred to as the ‘Syndicate Banks’).
• As part of the Capital Increase, VGP and the Reference Shareholder will be subject to a 90-day lock-up which will be subject to customary exceptions and may only be waived with the consent of the Joint Global Coordinators.

EXPECTED CAPITAL INCREASE TIMETABLE