IMPORTANT INFORMATION

THIS DOCUMENT IS BEING FURNISHED TO YOU SOLELY FOR YOUR INFORMATION AND MAY NOT BE REPRODUCED OR REDISTRIBUTED, IN WHOLE OR IN PART, TO ANY OTHER PERSON.

THIS DOCUMENT IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE ORDINARY SHARES, OR RIGHTS IN RESPECT THEREOF, OF VGP NV (THE "COMPANY", AND SUCH ORDINARY SHARES AND RIGHTS TOGETHER, THE "SECURITIES"). ANY OFFER TO ACQUIRE SECURITIES WILL BE MADE, AND ANY INVESTOR SHOULD MAKE HIS INVESTMENT DECISION, SOLELY ON THE BASIS OF THE INFORMATION CONTAINED IN THE PROSPECTUS TO BE MADE GENERALLY AVAILABLE IN CONNECTION WITH THE PROPOSED OFFERING. WHEN MADE GENERALLY AVAILABLE, COPIES OF THE PROSPECTUS MAY BE OBTAINED AT NO COST FROM THE WEBSITE OF THE COMPANY, OR THE WEBSITE OF EURONEXT. THIS DOCUMENT IS NOT A PROSPECTUS WITHIN THE MEANING OF THE PROSPECTUS REGULATION IN RELATION TO THE OFFERING.

THIS DOCUMENT DOES NOT CONSTITUTE OR FORM A PART OF ANY OFFER OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR ANY SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED FROM TIME TO TIME (THE "SECURITIES ACT"), AND THE SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT) ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT. THE COMPANY AND ITS AFFILIATES HAVE NOT REGISTERED, AND DO NOT INTEND TO REGISTER, ANY PORTION OF THE OFFERING OF THE SECURITIES CONCERNED IN THE UNITED STATES, AND DO NOT INTEND TO CONDUCT A PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES.

ANY OFFER OF SECURITIES TO WHICH THIS ANNOUNCEMENT RELATES IS ONLY ADDRESSED TO AND DIRECTED AT PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA"), OTHER THAN BELGIUM, WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION 2017/1129 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF 14 JUNE 2017 ON THE PROSPECTUS TO BE PUBLISHED WHEN SECURITIES ARE OFFERED TO THE PUBLIC OR ADMITTED TO TRADING ON A REGULATED MARKET, AND REPEALING DIRECTIVE 2003/71/EC (THE "PROSPECTUS REGULATION") ("QUALIFIED INVESTORS"), OR SUCH OTHER INVESTORS AS SHALL NOT CONSTITUTE AN OFFER TO THE PUBLIC WITHIN THE MEANING OF ARTICLE 3.1 OF THE PROSPECTUS REGULATION.

NO ANNOUNCEMENT OR INFORMATION REGARDING THE OFFERING, LISTING OR SECURITIES OF THE ISSUER REFERRED TO ABOVE MAY BE DISSEMINATED TO THE PUBLIC IN JURISDICTIONS OTHER THAN BELGIUM WHERE A PRIOR REGISTRATION OR APPROVAL IS REQUIRED FOR SUCH PURPOSE. NO STEPS HAVE BEEN TAKEN, OR WILL BE TAKEN, FOR THE OFFERING OR LISTING OF SECURITIES OF THE ISSUER IN ANY JURISDICTION OUTSIDE OF BELGIUM WHERE SUCH STEPS WOULD BE REQUIRED. THE ISSUE, EXERCISE OR SALE OF SECURITIES, AND THE SUBSCRIPTION FOR OR PURCHASE OF SECURITIES, ARE SUBJECT TO SPECIAL LEGAL OR STATUTORY RESTRICTIONS IN CERTAIN JURISDICTIONS. THE ISSUER IS NOT LIABLE IF THESE RESTRICTIONS ARE NOT COMPLIED WITH BY ANY PERSON.

IN ADDITION, THIS DOCUMENT IS BEING DISTRIBUTED TO AND IS ONLY DIRECTED AT (I) PERSONS WHO ARE OUTSIDE THE UNITED KINGDOM, AND (II) TO PERSONS WITHIN THE UNITED KINGDOM WHO ARE (A) "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2 OF THE PROSPECTUS REGULATION (REGULATION (EU) 2017/1129) AS IT FORMS PART OF RETAINED EU LAW AS DEFINED IN THE EU (WITHDRAWAL) ACT 2018 AND (B) EITHER (A) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS AMENDED (THE “ORDER”), (B) HIGH NET WORTH COMPANIES, (C) OTHER PERSONS TO WHOM IT MAY LAWFULLY BE COMMUNICATED, FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, OR PERSONS TO WHOM AN INVITATION OR INDUCEMENT TO ENGAGE IN INVESTMENT ACTIVITY (WITHIN THE MEANING OF SECTION 21 OF FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED ("FSMA")) MAY OTHERWISE BE LAWFULLY COMMUNICATED OR CAUSED TO BE COMMUNICATED (ALL SUCH PERSONS IN (A) TO (D) ABOVE TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”). THE OFFERING OF SECURITIES TO WHICH THIS DOCUMENT RELATES WILL ONLY BE AVAILABLE TO, AND ANY INVITATION, OFFER OR AGREEMENT TO SUBSCRIBE FOR, PURCHASE, OR OTHERWISE ACQUIRE SECURITIES WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. ANY PERSON WHO IS NOT A RELEVANT PERSON SHOULD NOT ACT OR RELY ON THIS DOCUMENT OR ANY OF ITS CONTENTS.

 

THIS DOCUMENT HAS NOT BEEN PREPARED IN THE CONTEXT OF A PUBLIC OFFERING OF SECURITIES IN FRANCE WITHIN THE MEANING OF ARTICLE L.411-1 OF THE FRENCH MONETARY AND FINANCIAL CODE (CODE MONÉTAIRE ET FINANCIER) AND ARTICLES 211-1 ET SEQ. OF THE GENERAL REGULATIONS OF THE AUTORITÉ DES MARCHÉS FINANCIERS. CONSEQUENTLY, THIS DOCUMENT AND ANY OTHER MATERIAL RELATING TO THE OFFERING HAVE NOT BEEN AND WILL NOT BE SUBMITTED TO THE AUTORITÉ DES MARCHÉS FINANCIERS FOR REVIEW OR APPROVAL.

THE DISTRIBUTION OF THIS DOCUMENT IN OTHER JURISDICTIONS MAY BE RESTRICTED BY LAW AND PERSONS INTO WHOSE POSSESSION THIS DOCUMENT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, ANY SUCH RESTRICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE LAWS OF ANY SUCH OTHER JURISDICTION. BY ACCEPTING THIS document, YOU AGREE TO BE BOUND BY THE FOREGOING LIMITATIONS.

THIS DOCUMENT IS NOT A PROSPECTUS FOR THE PURPOSES OF THE PROSPECTUS REGULATION. THIS DOCUMENT CANNOT BE USED AS BASIS FOR ANY INVESTMENT AGREEMENT OR DECISION. ACQUIRING INVESTMENTS TO WHICH THIS DOCUMENT RELATES MAY EXPOSE AN INVESTOR TO A SIGNIFICANT RISK OF LOSING THE ENTIRE AMOUNT INVESTED. PERSONS CONSIDERING MAKING SUCH INVESTMENTS SHOULD CONSULT AN AUTHORISED PERSON SPECIALISING IN ADVISING ON SUCH INVESTMENTS. THIS DOCUMENT DOES NOT CONSTITUTE A RECOMMENDATION CONCERNING THE SECURITIES REFERRED TO HEREIN.

ACQUIRING INVESTMENTS TO WHICH THIS DOCUMENT RELATES MAY EXPOSE AN INVESTOR TO A SIGNIFICANT RISK OF LOSING THE ENTIRE AMOUNT INVESTED. PERSONS CONSIDERING SUCH INVESTMENTS SHOULD CONSULT AN AUTHORISED PERSON SPECIALISING IN ADVISING ON SUCH INVESTMENTS. THIS DOCUMENT DOES NOT CONSTITUTE A RECOMMENDATION CONCERNING THE OFFERING. THE VALUE OF THE SECURITIES CAN DECREASE AS WELL AS INCREASE. POTENTIAL INVESTORS SHOULD CONSULT A PROFESSIONAL ADVISOR AS TO THE SUITABILITY OF THE INTENDED OFFERING FOR THE PERSON CONCERNED. THE DATE OF COMPLETION OF LISTING OF THE SECURITIES ON THE REGULATED MARKET OF EURONEXT BRUSSELS MAY BE INFLUENCED BY THINGS SUCH AS MARKET CONDITIONS. THERE IS NO GUARANTEE THAT SUCH LISTING WILL OCCUR AND INVESTORS SHOULD NOT BASE THEIR FINANCIAL DECISIONS ON THE COMPANY'S INTENTIONS IN RELATION TO SUCH LISTING AT THIS STAGE.

THE CONTENTS OF THIS DOCUMENT MAY INCLUDE STATEMENTS THAT ARE, OR MAY BE DEEMED TO BE, "FORWARD-LOOKING STATEMENTS". IN SOME CASES, FORWARD-LOOKING STATEMENTS CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY, INCLUDING THE WORDS "BELIEVES", "ESTIMATES," "ANTICIPATES", "EXPECTS", "INTENDS", "MAY", "WILL", "PLANS", "CONTINUE", "ONGOING", "POTENTIAL", "PREDICT", "PROJECT", "TARGET", "SEEK" OR "SHOULD" OR, IN EACH CASE, THEIR NEGATIVE OR OTHER VARIATIONS OR COMPARABLE TERMINOLOGY OR BY DISCUSSIONS OF STRATEGIES, PLANS, OBJECTIVES, TARGETS, GOALS, FUTURE EVENTS OR INTENTIONS. FORWARD-LOOKING STATEMENTS INCLUDE STATEMENTS REGARDING THE COMPANY'S INTENTIONS, BELIEFS OR CURRENT EXPECTATIONS CONCERNING, AMONG OTHER THINGS, ITS RESULTS OF OPERATIONS, PROSPECTS, GROWTH, STRATEGIES AND DIVIDEND POLICY AND THE INDUSTRY IN WHICH THE COMPANY OPERATES. BY THEIR NATURE, FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS AND UNCERTAINTIES. NEW RISKS CAN EMERGE FROM TIME TO TIME, AND IT IS NOT POSSIBLE FOR THE COMPANY TO PREDICT ALL SUCH RISKS, NOR CAN THE COMPANY ASSESS THE IMPACT OF ALL SUCH RISKS ON ITS BUSINESS OR THE EXTENT TO WHICH ANY RISKS, OR COMBINATION OF RISKS AND OTHER FACTORS, MAY CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN ANY FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE. GIVEN THESE RISKS AND UNCERTAINTIES, THE READER SHOULD NOT RELY ON FORWARD-LOOKING STATEMENTS AS A PREDICTION OF ACTUAL RESULTS. WITHOUT PREJUDICE TO THE COMPANY'S OBLIGATIONS UNDER APPLICABLE LAW IN RELATION TO DISCLOSURE AND ONGOING INFORMATION, THE COMPANY DOES NOT INTEND, AND DOES NOT ASSUME ANY OBLIGATION, TO UPDATE FORWARD-LOOKING STATEMENTS.

BELFIUS BANK SA/NV, BNP PARIBAS, J.P. MORGAN AG AND KBC BANK NV (THE "JOINT BOOKRUNNERS") ARE ACTING FOR THE COMPANY AND NO ONE ELSE IN RELATION TO THE INTENDED OFFERING, AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN THE COMPANY FOR PROVIDING THE PROTECTIONS OFFERED TO THEIR RESPECTIVE CLIENTS NOR FOR PROVIDING ADVICE IN RELATION TO THE INTENDED OFFERING.

NONE OF THE JOINT BOOKRUNNERS OR ANY OF THEIR RESPECTIVE AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, ADVISERS OR AGENTS ACCEPTS ANY RESPONSIBILITY OR LIABILITY WHATSOEVER FOR OR MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE TRUTH, ACCURACY OR COMPLETENESS OF THE INFORMATION IN THIS DOCUMENT (OR WHETHER ANY INFORMATION HAS BEEN OMITTED FROM THE DOCUMENT) OR ANY OTHER INFORMATION RELATING TO THE COMPANY, WHETHER WRITTEN, ORAL OR IN A VISUAL OR ELECTRONIC FORM, AND HOWSOEVER TRANSMITTED OR MADE AVAILABLE OR FOR ANY LOSS HOWSOEVER ARISING FROM ANY USE OF THIS DOCUMENT OR ITS CONTENTS OR OTHERWISE ARISING IN CONNECTION THEREWITH. EACH OF THE JOINT BOOKRUNNERS AND EACH OF THEIR RESPECTIVE AFFILIATES ACCORDINGLY DISCLAIM, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL AND ANY LIABILITY WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE WHICH THEY MIGHT OTHERWISE BE FOUND TO HAVE IN RESPECT OF THIS DOCUMENT OR ANY SUCH STATEMENT OR INFORMATION. NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS MADE BY ANY OF THE JOINT BOOKRUNNERS OR ANY OF THEIR RESPECTIVE AFFILIATES AS TO THE ACCURACY, COMPLETENESS, VERIFICATION OR SUFFICIENCY OF THE INFORMATION SET OUT IN THIS DOCUMENT, AND NOTHING IN THIS DOCUMENT CAN BE RELIED UPON AS A PROMISE OR REPRESENTATION IN THIS RESPECT, WHETHER OR NOT TO THE PAST OR FUTURE.

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