VGP to launch capital increase of approximately €250 million via an accelerated bookbuild offering

About this update from Vgp Nv

PRESS RELEASE Regulated Information Inside Information Announcement in application of article 7:97, §4/1 BCCA NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OF  AMERICA, JAPAN, CANADA, SOUTH AFRICA OR AUSTRALIA 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: 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 REFERENCE SHAREHOLDER NEW SHARES SYNDICATE EXPECTED CAPITAL INCREASE TIMETABLE CONTACT DETAILS FOR INVESTORS AND MEDIA ENQUIRIES ABOUT VGP VGP is a pan -European owner, manager and developer of high-quality logistics and semi-industrial properties as well as a provider of renewable energy solutions. VGP has a fully integrated business model with extensive expertise and many years of experience along the entire value chain. VGP was founded in 1998 as a family-owned Belgian property developer in the Czech Republic and today operates with around 434 full-time employees in 18 European countries directly and through several 50 :50 joint ventures. In December 2025, the gross asset value of VGP, including the 100 % joint ventures, amounted to € 8.7 billion and the company had a net asset value (EPRA NTA) of € 2.7 billion. VGP is listed on Euronext Brussels (ISIN: BE 0003878957). For more information, please visit: http://www.vgpparks.eu ADVICE OF THE COMMITTEE OF INDEPENDENT DIRECTORS OF VGP AND ASSESSMENT BY THE STATUTORY AUDITOR IN APPLICATION OF ARTICLE 7:97 OF THE BCCA The board of directors of VGP requested a committee of independent directors of the Company (the “Committee”) to issue an advice in application of article 7:97 of the BCCA 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 Transaction, as the Company considers Mr. Jan Van Geet and the entities controlled by him to qualify as a related party of the Company within the meaning of IAS 24. The Committee reviewed the Transaction and advised the board of directors on this matter in accordance with Article 7:97 of the BCCA. The Committee was of the opinion that the Pre-Allocation is justified, taking into account (i) the important vote of confidence by the Reference Shareholder represented by the Subscription Commitment, (ii) the increased chances of success of the Capital Increase, (iii) the limitation of the Pre-Allocation to the current pro rata shareholding of the Reference Shareholder and (iv) the safeguards provided by the application of the conflict of interest procedures in accordance with Articles 7:96 and 7:200, 2° CCA. The Committee further advised that the envisaged Capital Increase, the success and pricing of which will be supported by the Subscription Commitment made by the Reference Shareholder and Pre-Allocation, fits within the policy of the Company and will promote its realisation. Conclusion of the advice of the Committee “ Based on the considerations as set out above, the assessment of the advantages or disadvantages of the Decision for the Company and its shareholders, and the estimation of the financial consequences thereof, the Committee concludes that the envisaged Capital Increase, the Pre-Allocation and, in general, the Transaction are not of a nature to cause harm to the Company that would be manifestly unlawful in light of the Company’s policy. Accordingly, the Committee unanimously gives a positive advice to the board of directors of the Company to approve the Decision. ” Assessment by the Company's statutory auditor “ Based on our assessment, nothing has come to our attention that would lead us to believe that the financial and accounting data set out in the advice of the Committee of independent directors dated 7 May 2026 and in the minutes of the board of directors dated 7 May 2026, which substantiates the envisaged transaction, are not, in all material respects, a faithful and consistent representation of the information available to us in the context of our engagement. Our engagement was carried out exclusively within the framework of the provisions of Article 7:97 of the Code of companies and associations and our report can therefore in no way be used in any other context. ” DISCLAIMER This announcement shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. This announcement is not for distribution, directly or indirectly in the United States of America, Canada, Australia, South Africa or Japan, or any other jurisdiction where distribution would not be permitted by law. The information contained herein does not constitute an offer of securities for sale in the United States of America, Australia, Canada, Japan, South Africa or Switzerland. This announcement does not constitute an offer of securities in the United States of America, or a solicitation to purchase securities in the United States of America. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US Securities Act”), or under the securities law of any state or jurisdiction in the United States of America and may not be offered, sold, resold, transferred or delivered, directly or indirectly within the United States of America except pursuant to an applicable exemption from the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or jurisdiction of the United States of America. The company has not registered, and does not intend to register, any portion of the offering in the United States of America. There will be no public offer of securities in the United States of America. In a Member State of the European Economic Area an offer of securities to which this communication relates is only addressed to and is only directed at qualified investors in that Member State and the United Kingdom within the meaning of Regulation ((EU) 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, and any implementing measure in each relevant Member State of the EEA. In the United Kingdom an offer of securities to which this communication relates is only addressed to and is only directed at and any investment or investment activity to which this information relates is available only to, and will be engaged in only with, (i) persons having professional experience in matters relating to investments falling within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), (ii) “high net worth companies, unincorporated associations, etc”. falling within Article 49(2)(a) to (d) of the Order, and (iii) any other person to whom it may otherwise lawfully be communicated (all such persons together being referred to as “Relevant Persons”). Persons who are not Relevant Persons should not take any action on the basis of this information and should not act or rely on it. In relation to Switzerland, this announcement is only addressed to, and is only directed at, investors that qualify as “professional clients” within the meaning of the FinSA.     Attachment

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