Fugro N.V.

Share Issue/Capital Change • Jul 26, 2022

Press Release

THIS PRESS RELEASE IS NOT FOR PUBLICATION, DISTRIBUTION, OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA, OR IN OR INTO AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW.

Leidschendam, the Netherlands, 26 July 2022

Fugro successfully raises EUR 116 million through an accelerated bookbuild offering of new ordinary shares

Fugro N.V., hereinafter the "Company" or "Fugro", announces it has successfully raised approximately EUR 116 million by issuing 10,319,036 new ordinary shares (the "New Shares") at an offer price of EUR 11.25 per New Share (the "Offer Price") through an accelerated bookbuilding (the "Offering"). The Offer Price represents a discount of 5.1% to the last closing price prior to the start of the Offering.

The Offering represented approximately 10% of the Company's issued and outstanding share capital.

The Offering was supported by NN Investment Partners B.V. (acting in its capacity as asset manager for and on behalf of its affiliated clients in the Netherlands (all entities part of NN Group N.V.)), ASR Vermogensbeheer N.V. (acting in its capacity as asset manager for and on behalf of entities of ASR Nederland N.V.), Sterling Strategic Value SA-SICAV RAIF as well as Stichting Value Partners Family Office, (collectively, the "Pre-Committed Investors") who together agreed to subscribe for over 50% of the deal size.

If closing of the Offering has not occurred on or before 29 July 2022, each Pre-Committed Investor is entitled to terminate its investment under their respective commitment letter.

The Company intends to use the net proceeds of the Offering, in conjunction with the previously disclosed new sustainability-linked bank financing arrangement, consisting of a EUR 200 million 3-year revolving credit facility and a EUR 200 million 3-year term loan (together, the "New Bank Financing") to refinance existing indebtedness including a potential investor put of the 2024 Convertible Bond outstanding and for general corporate purposes.

In relation to the Offering, the Company is subject to a market customary lock-up period ending 180 calendar days after the closing of the Offering, subject to customary exceptions and waivable by the Joint Global Coordinators (as defined below). In relation to the Offering, each of the Pre-Committed Investors is subject to a market customary lock-up period ending 90 calendar days after the closing of the Offering.

Admission to listing and trading of the New Shares (on an "as-if-and-when-issued basis") on Euronext Amsterdam is expected to take place on 28 July 2022. Delivery of the New Shares is envisaged for 28 July 2022. The New Shares will rank pari passu in all respects with the existing shares of the Company with the ISIN NL00150003E1.

No prospectus is required in respect of the Offering and no prospectus or similar document will be published in connection with the Offering.

Settlement and admission to listing and trading of the New Shares on Euronext Amsterdam are expected to take place on 28 July 2022.

ABN AMRO Bank N.V. in cooperation with ODDO BHF SCA, Barclays Bank Ireland PLC, Coöperatieve Rabobank U.A. in cooperation with Kepler Cheuvreux and ING Bank N.V. acted as Joint Global Coordinators and Joint Bookrunners (the "Joint Global Coordinators") in the Offering. BNP Paribas acted as Joint Bookrunner (together with the Joint Global Coordinators, the "Joint Bookrunners"). Perella Weinberg Partners acted as financial advisor.

In addition, the Company will repurchase EUR 9 million in principal amount of the outstanding subordinated convertible bonds due 2024 via a private transaction. Any 2024 Bonds repurchased will be cancelled in accordance with the terms and conditions of the 2024 Bonds.

Settlement of the repurchase is expected on or around 28 July 2022.

For more information please contact

Media	Investors
Edward Legierse	Catrien van Buttingha Wichers
e.legierse@fugro.com	c.vanbuttingha@fugro.com
+31 70 31 11147	+31 70 31 15335
+31 6 4675 2240	+31 6 1095 4159

About Fugro

Fugro is the world's leading Geo-data specialist, collecting and analysing comprehensive information about the Earth and the structures built upon it. Adopting an integrated approach that incorporates acquisition and analysis of Geo-data and related advice, Fugro provides solutions. With expertise in site characterisation and asset integrity, clients are supported in the safe, sustainable and efficient design, construction and operation of their assets throughout the full lifecycle.

Employing approximately 9,000 talented people in 59 countries, Fugro serves clients around the globe, predominantly in the energy, infrastructure and water markets, both offshore and onshore. In 2021, revenue amounted to EUR 1.5 billion. Fugro is listed on Euronext Amsterdam.

Regulated Information

This press release contains information that qualifies as inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation.

Disclaimer

NEITHER THIS ANNOUNCEMENT NOR ANY COPY OF IT MAY BE TAKEN OR TRANSMITTED, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO THE UNITED STATES OF AMERICA, (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES"), AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR

DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL, OR ANY SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE NOR SHALL IT (OR ANY PART OF IT) OR THE FACT OF ITS DISTRIBUTION, FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY CONTRACT THEREFORE. THE DISTRIBUTION OF THIS ANNOUNCEMENT AND OTHER INFORMATION IN CONNECTION WITH THE ENVISAGED PRIVATE PLACEMENT MAY IN CERTAIN JURISDICTIONS BE RESTRICTED BY LAW AND PERSONS INTO WHOSE POSSESSION ANY DOCUMENT OR OTHER INFORMATION REFERRED TO HEREIN COMES SHOULD INFORM THEMSELVES ABOUT AND OBSERVE ANY SUCH RESTRICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

ANY SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED, TAKEN UP, EXERCISED, RESOLD, RENOUNCED, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE IS NO INTENTION TO REGISTER ANY SECURITIES REFERRED TO HEREIN IN THE UNITED STATES OR TO MAKE A PUBLIC OFFERING OF SUCH SECURITIES IN THE UNITED STATES.

THE COMPANY HAS NOT AUTHORIZED ANY OFFER TO THE PUBLIC OF SECURITIES IN THE UNITED KINGDOM AND ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA. WITH RESPECT TO THE UNITED KINGDOM AND ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, NO ACTION HAS BEEN UNDERTAKEN OR WILL BE UNDERTAKEN TO MAKE AN OFFER TO THE PUBLIC OF SECURITIES REQUIRING PUBLICATION OF A PROSPECTUS IN THE UNITED KINGDOM OR ANY MEMBER STATE. AS A RESULT, THE SECURITIES MAY ONLY BE OFFERED IN THE UNITED KINGDOM AND MEMBER STATES: (I) TO ANY LEGAL ENTITY WHICH IS A "QUALIFIED INVESTOR" AS DEFINED IN THE PROSPECTUS REGULATION; OR (II) IN ANY OTHER CIRCUMSTANCES FALLING WITHIN ARTICLE 1(4) OF THE PROSPECTUS REGULATION. FOR THE PURPOSE OF THE FOREGOING PARAGRAPH, THE EXPRESSION "OFFER OF SECURITIES TO THE PUBLIC" MEANS THE COMMUNICATION IN ANY FORM AND BY ANY MEANS OF SUFFICIENT INFORMATION ON THE TERMS OF THE OFFER AND THE SECURITIES TO BE OFFERED SO AS TO ENABLE THE INVESTOR TO DECIDE TO EXERCISE, PURCHASE OR SUBSCRIBE FOR THE SECURITIES AND THE EXPRESSION "PROSPECTUS REGULATION" MEANS REGULATION (EU) 2017/1129 AND REGULATION (EU) 2017/1129 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "EUWA"). ANY INVESTOR WILL BE DEEMED TO HAVE REPRESENTED AND AGREED THAT ANY SECURITIES ACQUIRED BY IT IN THE CONTEMPLATED OFFERING OF SECURITIES HAVE NOT BEEN ACQUIRED ON BEHALF OF PERSONS OTHER THAN SUCH INVESTOR. THIS ANNOUNCEMENT IS NOT AN ADVERTISEMENT WITHIN THE MEANING OF THE PROSPECTUS REGULATION AND DOES NOT CONSTITUTE A PROSPECTUS.

• Page 3 of 6 IN ADDITION, IN THE UNITED KINGDOM THIS PRESS RELEASE IS BEING DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT, QUALIFIED INVESTORS (I) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") AND QUALIFIED INVESTORS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, AND (II) TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS PRESS RELEASE MUST NOT BE ACTED ON OR RELIED ON (I) IN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT RELEVANT PERSONS, AND (II) IN ANY MEMBER STATE OF THE EEA, BY PERSONS WHO ARE NOT QUALIFIED INVESTORS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS PRESS RELEASE RELATES IS AVAILABLE ONLY TO (A) RELEVANT PERSONS IN THE UNITED

KINGDOM AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS IN THE UNITED KINGDOM AND (B) QUALIFIED INVESTORS IN MEMBER STATES OF THE EEA.

THIS ANNOUNCEMENT CONTAINS FORWARD-LOOKING STATEMENTS, WHICH REFLECT THE COMPANY'S CURRENT VIEWS, EXPECTATIONS, ASSUMPTIONS AND INFORMATION REGARDING FUTURE EVENTS AND FINANCIAL AND OPERATIONAL DEVELOPMENT. WITHOUT LIMITATION, ANY STATEMENTS INCLUDING WORDS SUCH AS "INTEND", "EXPECT", "ANTICIPATE", "TARGET", "MAY", "BELIEVE", "PLAN", "ESTIMATE" AND OTHER EXPRESSIONS WHICH IMPLY INDICATIONS OR PREDICTIONS OF FUTURE DEVELOPMENT OR TRENDS, AND WHICH ARE NOT BASED ON HISTORICAL FACTS, ARE FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING STATEMENTS INHERENTLY INVOLVE BOTH KNOWN AND UNKNOWN RISKS AND UNCERTAINTIES AS THEY DEPEND ON FUTURE EVENTS AND CIRCUMSTANCES. FORWARD-LOOKING STATEMENTS DO NOT GUARANTEE FUTURE RESULTS OR DEVELOPMENT AND THE ACTUAL RESULTS, PERFORMANCE OR EVENTS MAY DIFFER MATERIALLY FROM THOSE DESCRIBED IN FORWARD-LOOKING STATEMENTS. NEITHER THE COMPANY, THE JOINT GLOBAL COORDINATORS AND THE JOINT BOOKRUNNERS NOR ANY OF THEIR RESPECTIVE AFFILIATES ASSUMES ANY OBLIGATIONS TO UPDATE ANY FORWARD-LOOKING STATEMENTS.

THE JOINT GLOBAL COORDINATORS AND THE JOINT BOOKRUNNERS ARE ACTING EXCLUSIVELY ON BEHALF OF THE COMPANY AND NO ONE ELSE IN CONNECTION WITH THE OFFERING OR ANY OTHER MATTERS REFERRED TO IN THIS ANNOUNCEMENT. THE JOINT GLOBAL COORDINATORS AND THE JOINT BOOKRUNNERS WILL NOT REGARDS ANY OTHER PERSON (WHETHER A RECIPIENT OF THIS ANNOUNCEMENT) AS A CLIENT IN RELATION TO THE OFFERING OR ANY OTHER MATTERS REFERRED TO IN THIS ANNOUNCEMENT AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON OTHER THAN THE COMPANY FOR PROVIDING THE PROTECTIONS AFFORDED TO THEIR RESPECTIVE CLIENTS OR FOR PROVIDING ADVICE IN RELATION TO THE CONTENTS OF THIS ANNOUNCEMENT, ANY OF THE SECURITIES OR THE OFFERING OR ANY TRANSACTION, MATTER OR ARRANGEMENT REFERRED TO IN THIS ANNOUNCEMENT.

EACH OF THE COMPANY, THE JOINT GLOBAL COORDINATORS AND THE JOINT BOOKRUNNERS AND THEIR RESPECTIVE AFFILIATES EXPRESSLY DISCLAIMS ANY OBLIGATION OR UNDERTAKING TO UPDATE, REVIEW OR REVISE ANY STATEMENT CONTAINED IN THIS PRESS RELEASE OR ANY OTHER OFFER MATERIALS WHETHER AS A RESULT OF NEW INFORMATION, FUTURE DEVELOPMENTS OR OTHERWISE.

IN CONNECTION WITH THE OFFERING, THE JOINT GLOBAL COORDINATORS AND THE JOINT BOOKRUNNERS AND ANY OF THEIR RESPECTIVE AFFILIATES, MAY TAKE UP A PORTION OF THE NEW SHARES IN THE OFFERING AS A PRINCIPAL POSITION AND IN THAT CAPACITY MAY RETAIN, PURCHASE, SELL, OFFER TO SELL FOR ITS OWN ACCOUNTS SUCH NEW SHARES AND OTHER SECURITIES OF THE COMPANY OR RELATED INVESTMENTS IN CONNECTION WITH THE OFFERING OR OTHERWISE. IN ADDITION, THE JOINT GLOBAL COORDINATORS AND THE JOINT BOOKRUNNERS OR ANY OF THEIR RESPECTIVE AFFILIATES MAY ENTER INTO FINANCING ARRANGEMENTS (INCLUDING SWAPS OR CONTRACTS FOR DIFFERENCES) WITH INVESTORS IN CONNECTION WITH WHICH THE JOINT GLOBAL COORDINATORS AND THE JOINT BOOKRUNNERS AND ANY OF THEIR AFFILIATES MAY FROM TIME TO TIME ACQUIRE, HOLD OR DISPOSE OF SHARES IN THE CAPITAL OF THE COMPANY OR OTHER SECURITIES OF THE COMPANY. THE JOINT GLOBAL COORDINATORS AND THE JOINT BOOKRUNNERS DO NOT INTEND TO DISCLOSE THE EXTENT OF ANY SUCH INVESTMENT OR TRANSACTION OTHERWISE THAN IN ACCORDANCE WITH ANY LEGAL OR REGULATORY OBLIGATIONS TO DO SO.

IN THE ORDINARY COURSE OF THEIR VARIOUS BUSINESS ACTIVITIES, EACH OF THE JOINT GLOBAL COORDINATORS AND JOINT BOOKRUNNERS AND THEIR RESPECTIVE AFFILIATES MAY HOLD A BROAD ARRAY OF INVESTMENTS AND ACTIVELY TRADE DEBT AND EQUITY

SECURITIES (OR RELATED DERIVATIVE SECURITIES) AND FINANCIAL INSTRUMENTS (WHICH MAY INCLUDE BANK LOANS AND/OR CREDIT DEFAULT SWAPS) IN THE COMPANY AND ITS AFFILIATES FOR THEIR OWN ACCOUNT AND FOR THE ACCOUNTS OF THEIR CUSTOMERS AND MAY AT ANY TIME HOLD LONG AND SHORT POSITIONS IN SUCH SECURITIES AND INSTRUMENTS.

EACH OF THE JOINT GLOBAL COORDINATORS AND JOINT BOOKRUNNERS AND THEIR RESPECTIVE AFFILIATES MAY HAVE ENGAGED IN TRANSACTIONS WITH, AND PROVIDED VARIOUS INVESTMENT BANKING, FINANCIAL ADVISORY AND OTHER SERVICES FOR, THE COMPANY AND ITS AFFILIATES FOR WHICH THEY WOULD HAVE RECEIVED CUSTOMARY FEES. IN PARTICULAR, EACH JOINT GLOBAL COORDINATOR AND JOINT BOOKRUNNER IS A LENDER UNDER THE EXISTING EUR250 MILLION REVOLVING CREDIT FACILITY AND THE EXISTING EUR188 MILLION TERM LOAN AND WOULD BE A LENDER UNDER THE NEW BANK FINANCING. EACH OF THE JOINT GLOBAL COORDINATORS AND JOINT BOOKRUNNERS AND THEIR RESPECTIVE AFFILIATES MAY PROVIDE SUCH SERVICES TO THE COMPANY AND ANY OF ITS AFFILIATES IN THE FUTURE.

IN THE ORDINARY COURSE OF THEIR VARIOUS BUSINESS ACTIVITIES, EACH OF THE JOINT GLOBAL COORDINATORS AND JOINT BOOKRUNNERS AND THEIR RESPECTIVE AFFILIATES MAY HOLD A BROAD ARRAY OF INVESTMENTS AND ACTIVELY TRADE DEBT AND EQUITY SECURITIES (OR RELATED DERIVATIVE SECURITIES) AND FINANCIAL INSTRUMENTS (WHICH MAY INCLUDE BANK LOANS AND/OR CREDIT DEFAULT SWAPS) IN THE COMPANY AND ITS AFFILIATES FOR THEIR OWN ACCOUNT AND FOR THE ACCOUNTS OF THEIR CUSTOMERS AND MAY AT ANY TIME HOLD LONG AND SHORT POSITIONS IN SUCH SECURITIES AND INSTRUMENTS.

EACH OF THE JOINT GLOBAL COORDINATORS AND JOINT BOOKRUNNERS AND THEIR RESPECTIVE AFFILIATES MAY HAVE ENGAGED IN TRANSACTIONS WITH, AND PROVIDED VARIOUS INVESTMENT BANKING, FINANCIAL ADVISORY AND OTHER SERVICES FOR, THE COMPANY AND ITS AFFILIATES FOR WHICH THEY WOULD HAVE RECEIVED CUSTOMARY FEES. IN PARTICULAR, EACH JOINT GLOBAL COORDINATOR AND JOINT BOOKRUNNER IS A LENDER UNDER THE EXISTING EUR250 MILLION REVOLVING CREDIT FACILITY AND THE EXISTING EUR188 MILLION TERM LOAN AND WOULD BE A LENDER UNDER THE NEW BANK FINANCING. EACH OF THE JOINT GLOBAL COORDINATORS AND JOINT BOOKRUNNERS AND THEIR RESPECTIVE AFFILIATES MAY PROVIDE SUCH SERVICES TO THE COMPANY AND ANY OF ITS AFFILIATES IN THE FUTURE.

• Page 5 of 6 SOLELY FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS CONTAINED WITHIN: (A) EU DIRECTIVE 2014/65/EU ON MARKETS IN FINANCIAL INSTRUMENTS, AS AMENDED ("MIFID II"); (B) ARTICLES 9 AND 10 OF COMMISSION DELEGATED DIRECTIVE (EU) 2017/593 SUPPLEMENTING MIFID II; (C) LOCAL IMPLEMENTING MEASURES IN THE EEA; (D) REGULATION (EU) NO 600/2014 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUWA ("UK MIFIR"); AND (E) THE FCA HANDBOOK PRODUCT INTERVENTION AND PRODUCT GOVERNANCE SOURCEBOOK (TOGETHER, THE "PRODUCT GOVERNANCE REQUIREMENTS"), AND DISCLAIMING ALL AND ANY LIABILITY, WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE, WHICH ANY "MANUFACTURER" (FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS) MAY OTHERWISE HAVE WITH RESPECT THERETO, THE NEW SHARES SUBJECT OF THE OFFERING HAVE BEEN SUBJECT TO A PRODUCT APPROVAL PROCESS, WHICH HAS DETERMINED THAT: (I) THE TARGET MARKET FOR THE NEW SHARES IS (A) IN THE EEA, ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ONLY, EACH AS DEFINED IN MIFID II AND (B) IN THE UNITED KINGDOM, ELIGIBLE COUNTERPARTIES (AS DEFINED IN THE FCA HANDBOOK CONDUCT OF BUSINESS SOURCEBOOK) AND PROFESSIONAL CLIENTS (AS DEFINED IN UK MIFIR); AND (II) ALL CHANNELS FOR DISTRIBUTION OF THE NEW SHARES TO ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ARE APPROPRIATE. ANY PERSON

SUBSEQUENTLY OFFERING, SELLING OR RECOMMENDING THE NEW SHARES (A "DISTRIBUTOR") SHOULD TAKE INTO CONSIDERATION THE MANUFACTURERS' TARGET MARKET ASSESSMENT; HOWEVER, A DISTRIBUTOR SUBJECT TO MIFID II OR THE FCA HANDBOOK PRODUCT INTERVENTION AND PRODUCT GOVERNANCE SOURCEBOOK IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE NEW SHARES (BY EITHER ADOPTING OR REFINING THE MANUFACTURERS' TARGET MARKET ASSESSMENT) AND DETERMINING APPROPRIATE DISTRIBUTION CHANNELS.

THE TARGET MARKET ASSESSMENT IS WITHOUT PREJUDICE TO THE REQUIREMENTS OF ANY CONTRACTUAL OR LEGAL SELLING RESTRICTIONS IN RELATION TO THE OFFERING.

FOR THE AVOIDANCE OF DOUBT, THE TARGET MARKET ASSESSMENT DOES NOT CONSTITUTE: (A) AN ASSESSMENT OF SUITABILITY OR APPROPRIATENESS FOR THE PURPOSES OF MIFID II OR UK MIFIR; OR (B) A RECOMMENDATION TO ANY INVESTOR OR GROUP OF INVESTORS TO INVEST IN, OR PURCHASE, OR TAKE ANY OTHER ACTION WHATSOEVER WITH RESPECT TO THE NEW SHARES.