Warehouses De Pauw Sa · EURONEXT:WDP
Warehouses De Pauw Sa — Merger or Acquisition (July 2026)
34 slides from Warehouses De Pauw Sa's merger presentation, Jul 24, 2026
Slide 1: Creating Europe's leading logistics real estate champion
1 23 JULY 2026 CREATING EUROPE’S LEADING LOGISTICS REAL ESTATE CHAMPION JOIN Analyst and Investor video call Friday 24 July 2026 10:00 a.m. CET www.wdp - argan.eu
Slide 2: Disclaimer
2 SUBJECT TO CERTAIN EXCEPTIONS, THIS PRESENTATION AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISCLOSURE OTHERWISE, WHETHER DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SWITZERL
Slide 3: Disclaimer (2/2)
3 Disclaimer (2/2) Important Notice to U . S . Investors The merger will involve the exchange of securities of a public limited liability company incorporated in Belgium and a public limited company incorporated in France . The offer of shares in the merger is subject to disclosure requirements of a
Slide 4: Agenda
4 1 Transaction summary 2 Joining forces 3 The combined platform 4 Value creation and capital structure 5 Merger terms 6 Q&A Agenda
Slide 5: Building the platform of tomorrow
5 LATFORM OF TO › Enhancing scale & offering cross - border solutions › Profitable & efficient › Delivering strong total returns › Superior access to capital & improved cost of capital From regional leader to a core €20bn+ European Logistics Platform BUILDING THE PLATFORM OF TOMORROW
Slide 6: Transaction summary
6 TRANSACTION SUMMARY 01
Slide 7: Attractive terms for a strategic combination with unanimous board and strong shareholder support
7 Announcement 23 Jul 2026 Paris listing Oct – Nov 2026 EGMs Nov 2026 Conditions met End ’26 – early ’27 Completion Q1 2027 Expected transaction timeline Unanimous support 100% board support of both ARGAN and WDP Voting commitments ~52% of ARGAN and ~19% of WDP shareholders, including both founding
Slide 8: Top-European logistics REIT: €13bn GAV across countries
8 Top - 3 European logistics REIT: €13bn GAV across 8 countries with 13m m 2 GLA and €700m + annualised rents #1 market positions in France, Belgium, the Netherlands, Luxembourg and leading platform in Romania LEADERSHIP & SCALE €13bn platform Limited leverage impact: LTV +1%, ND/EBITDA (adj.) +0.3x
Slide 9: Same DNA, broader platform on European scale
9 x Same DNA, broader platform on European scale x Local champion joining a top - 3 European logistics REIT x Unlock embedded growth from a combined French buildable landbank of ~1m m² GLA (1) x Improved credit profile from BBB - to A3/BBB+ x 10x increase in average daily trading volume x +21% total
Slide 10: ARGAN and WDP have highly complementary platforms
10 ARGAN and WDP have highly complementary platforms FOUNDATION FOR FURTHER EUROPEAN EXPANSION Built on same drivers of portfolio quality Strategic fit for future growth What this builds x Unique Île - de - France exposure and presence x High - quality assets in top - tier locations x Resilient clie
Slide 11: Joining forces
11 JOINING FORCES 02
Slide 12: WDP: Building from a Benelux foundation to a European logistics champion
12 €8.5 bn Fair value portfolio 97.2 % Occupancy rate €495 m Annualised rents (1) €760 m Pipeline in execution 2.4 m m 2 GLA Development potential – land reserve €182 m Long - term rent potential (2) With embedded long - term value potential 19 % % of the portfolio GERMANY 2 % % of the portfolio FRA
Slide 13: ARGAN: The #1 French logistics platform with 750k m² landbank
13 €4.3 bn Fair value portfolio 100.0 % Occupancy rate €213 m Annualised rents (1) €200 m Pipeline in execution (2) 750 k m 2 GLA Development potential – land reserve 28 FTE French leadership & experienced in - house team (1) Embedded growth and a full operational platform FRANCE 100 % % of the port
Slide 14: ARGAN x WDP: A dominant Western European logistics platform
14 €12.8 bn 100% logistics platform 98.1 % Occupancy rate €708 m Annualised rents €960 m Pipeline in execution 3.2 m m 2 GLA Development potential – land reserve 170 FTE Experienced in - house team Embedded growth and a full operational platform ARGAN x WDP | A dominant Western European logistics pl
Slide 15: France: Linking pin in the next European growth phase
15 France | Linking pin in the next European growth phase LEGEND Transport corridors Main shipping routes Main roads Major France ports Main airports Existing WDP locations Existing ARGAN locations General note: France 2030: France's national investment plan, launched by President Emmanuel Macron, w
Slide 16: The combined platform
16 THE COMBINED PLATFORM 03
Slide 17: Local hero with deep roots; scale, liquidity and reach
17 Local hero with deep roots › #1 French platform with 5% market share and unique, high - quality €4bn + platform on prime logistics corridors › Integrated developer - owner platform with 750k m 2 GLA buildable landbank and strong execution skills › Unrivalled knowledge through ~30 FTE in - house t
Slide 18: Long-term success of ARGAN & WDP
18 LONG - TERM SUCCESS OF ARGAN & WDP Focus Pure player with investor/developer model Culture Entrepreneurship and #TeamARGAN #TeamWDP Clients Customer centricity and connectivity Growth Focus on consistent profitable growth Alignment Family reference shareholder Prioritising high ESG standards BUIL
Slide 19: ARGAN x WDP: €13bn combined European logistics platform
19 ARGAN x WDP | €13bn combined European logistics platform Source : Company information as per H1 2026 Portfolio split by geography (fair value of portfolio) 70% 19% 8% 2% €8.5bn 100% 47% 39% 13% 1% €4.3bn ~€13bn BENELUX RO FR DE +
Slide 20: Growing towards a €20bn dominant Western European logistics platform
20 0 3 6 9 12 15 18 21 GAV (€bn) (1) 19.1 17.0 12.8 (4) 8.5 (4) 7.7 6.5 5.0 4.3 2.7 1.8 0.9 (3) General note: FX conversion as per reporting date. Latest reported figures, unless stated otherwise; 1. Wholly owned standing assets; 2. Converted from square feet to square metres; 3. As per FY 2025 repo
Slide 21: Resilient cash flows supported by a diversified food & daily-goods tenant base
21 0 5 10 15 # sites 0 10 20 30 Retail (food) FMCG + Wholesale Industrial Retail (non - food) Post & parcel delivery Automotive Healthcare Food, fruit & vegetables Other TMT Resilient cash flows supported by a diversified food & daily - goods tenant base 28 5 2 6 1 5 9 5 9 9 Top 10 tenants (% of ren
Slide 22: Combined financial and operational figures
22 General note: Company information as per H1 2026, unless stated otherwise. Combined figures exclude transaction effects; 1. As per Q1 2026; 2. As per FY 2025; 3. Current operating profit over net income from buildings; 4. Shares outstanding ï EPRA NTA per share; 5. Annualised rent over total prop
Slide 23: Value creation and capital structure
23 VALUE CREATION AND CAPITAL STRUCTURE 04
Slide 24: Immediate EPS and NTA accretion while maintaining strong balance sheet
24 Transaction delivers immediate EPS and NTA accretion while maintaining a strong balance sheet and credit quality General note: Based on 3:1 exchange ratio, issuing ~77 million shares; 1. Including cost synergies of €10m (largely financial) and €250m of disposals. Based on ARGAN projected 2027 EPR
Slide 25: Pro-forma balance sheet remains robust with well-spread debt maturity
25 ▪ Strong credit metrics supported by a continued prudent financial policy ▪ Conservative leverage profile underpinned by low LTV and disciplined balance sheet management Pro - forma balance sheet remains robust with well - spread debt maturity profile 1. Completed in 2026 (2029 maturity) Source:
Slide 26: Enhanced shareholder diversification anchored by family and reference shareholders
26 Enhanced shareholder diversification anchored by long - term family and reference shareholder support 19% 81% Shareholder base WDP stand - alone Shareholder base ARGAN stand - alone Shareholder base combination Family Jos De Pauw Free float 37% 15% 49% Family Le Lan CAA (1) Free float 14% 9% 4% 2
Slide 27: Combination reinforces #BLEND&EXTEND2030 targets
27 0.50 1.00 1.50 2.00 2015 2020 2025 2030 >€ 2.00 | >6% CAGR EPRA EPS (by 2030) >€ 1.60 Dividend per share (by 2030) ~ 40 % LOAN - TO - VALUE ~ 8 x NET DEBT/EBITDA (ADJ.) A3 / BBB+ ISSUER RATINGS BASED ON › €700m capex p.a. (1) MOODY’S and FITCH › Self - funding capacity › Top - tier credit strengt
Slide 28: Merger terms
28 MERGER TERMS 05
Slide 29: Compelling terms to create a European logistics champion
29 ▪ Announcement of the merger and signing of merger documentation ▪ 3 WDP shares for 1 ARGAN share, with the contemplated exceptional distribution considered in the implied value Announcement & terms Transaction milestones Compelling terms to create a European logistics champion Exceptional distri
Slide 30: Envisaged transaction timeline
30 Envisaged transaction timeline Satisfaction of conditions precedent 4 End 2026 / Early 2027 Completion of the hive - down and merger 5 Q1 2027 EGM of ARGAN to vote on the exceptional distribution, hive - down and merger and EGM of WDP to vote on the merger 3 November 2026 Admission to trading of
Slide 31: Value creation through scale, growth and enhanced capital markets relevance
31 Value creation through scale, acceleration of growth and enhanced capital markets relevance 1 The #1 French logistics platform 2 A €13bn European logistics portfolio 3 The next phase of European growth 4 Immediate accretion and long - term value creation 5 Enhanced share liquidity and capital mar
Slide 32: Delivering today, with a vision for tomorrow
32 DELIVERING TODAY, WITH A VISION FOR TOMORROW Above - average growth, with a below - average risk profile
Slide 33: Q&A
33 06 Q&A
Slide 34: Contact details
34 contact@argan.fr investorrelations@wdp.eu www.wdp - argan.eu
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