Vastned Retail N.V.

M&A Activity • Jun 20, 2024

Press release Regulated information Hoofddorp (NL) and Antwerp (BE), 17 June 2024 – 18:00 CEST

Vastned Retail and Vastned Belgium announce the signing of the joint merger proposal for their reverse cross-border legal merger

Today, Vastned Retail (Vastned Retail N.V., Euronext Amsterdam: VASTN) and its Belgian listed subsidiary, Vastned Belgium (Vastned Belgium NV, Euronext Brussels: VASTB, a public regulated real estate company (GVV/SIR)) announce the signing of the common draft terms of the cross-border merger (Joint Merger Proposal) for the proposed reverse cross-border legal merger in which Vastned Retail would merge with and into Vastned Belgium (Merger).

Vastned Retail and Vastned Belgium will file the Joint Merger Proposal with the Dutch trade register and at the clerk's office of the commercial court of Antwerp, division Antwerp, and a copy will also be published in the Annexes to the Belgian Belgisch Staatsblad / Moniteur Belge. This is one of the required steps ahead of convening the extraordinary general meetings of shareholders of Vastned Retail and Vastned Belgium in connection with the Merger, which are expected to take place in September 2024.

The Joint Merger Proposal and certain other documents in connection with the Merger are, as of today, also available online at www.vastned.be/investor-relations/merger and www.vastned.com/mergerdocuments/.

On 16 May 2024, Vastned Retail and Vastned Belgium announced their intention to effect the Merger, whereby the combined company will be named 'Vastned', headquartered in Belgium under the Belgian REIT regime. The Vastned group will continue its activities in the Netherlands, Belgium, France and Spain.

The Merger is expected to be completed on 1 January 2025, following shareholder approval and satisfaction of other customary conditions.

Contact

Vastned Retail Vastned Belgium Investor relations and media contact Operational Managing Director Remko Bakker Sven Bosman remko.bakker@vastned.com sven.bosman@vastned.be +31 20 2424 368 +32 3 361 05 90

About the Vastned group: The Vastned group comprises a Dutch publicly listed property company (Euronext Amsterdam: VASTN) and a Belgian public regulated real estate company (Euronext Brussels: VASTB). The Vastned group focuses on the best property in the popular shopping areas of selected European cities with a historic city centre where shopping, living, working and leisure meet. The Vastned group's property clusters have a strong tenant mix of international and national retailers, food & beverage entrepreneurs, residential tenants, and office tenants.

Legal Notice

The information in this press release is not intended to be complete. This press release is for information purposes only and does not constitute an offer, or any solicitation of any offer or any invitation, to sell, buy or subscribe for any securities. Shareholders are urged to read the prospectus and other materials to be published by Vastned Retail and Vastned Belgium in connection with the Merger carefully when they become available because they will contain important information about the Vastned group and the Merger. This press release is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, any jurisdiction in which such release, publication or distribution would be unlawful. The distribution of this press release may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, Vastned Retail and Vastned Belgium disclaim any responsibility or liability for the violation of any such restrictions by any person. Any failure to comply with these restrictions may constitute a violation of the securities laws of that jurisdiction. Neither Vastned Retail or Vastned Belgium, nor any of their advisors assumes any responsibility for any violation of any of these restrictions. Any shareholder of Vastned Retail or Vastned Belgium who is in any doubt as to his or her position should consult an appropriate professional advisor without delay.

Certain statements in this press release may be considered forward-looking statements. These forwardlooking statements may discuss goals, intentions and expectations as to future trends, plans, events, results of operations or financial condition, or state other information relating to the Vastned group, based on current beliefs of management as well as assumptions made by, and information currently available to, management. Forward-looking statements generally will be accompanied by words such as "anticipate," "believe," "plan," "could," "estimate," "expect," "forecast," "guidance," "intend," "may," "possible," "potential," "predict," "project" or other similar words, phrases or expressions. These forwardlooking statements speak only as of the date of this press release. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future, and Vastned Retail and Vastned Belgium cannot guarantee the accuracy and completeness of forward-looking statements. A number of important factors, not all of which are known to Vastned Retail and Vastned Belgium or are within their control, could cause actual results or outcomes to differ materially from those expressed in any forward-looking statement. Potential risks and uncertainties include, but are not limited to, the occurrence of any change, event or development that could give rise to the termination of the merger protocol entered into in connection with the Merger, failure to satisfy completion conditions with respect to the Merger on the proposed terms and timeframe, the possibility that the Merger does not close when expected or at all, the response to the Merger in the marketplace, the effect of the announcement or completion of the Merger on the ability of the Vastned group to retain key personnel, the occurrence of any unforeseen tax liabilities or developments in tax regimes, the ability to achieve the anticipated benefits from the Merger, and the effect of general economic or political conditions. Vastned Retail and Vastned Belgium expressly disclaim any obligation or undertaking to publicly update or revise any forward-looking statements, whether as a result of new information, a change in expectations or for any other reason.