Fugro announces the results of the repurchase of EUR 80 million aggregate principal amount of its subordinated convertible bonds due 2021

Further to the announcement made on 14 December 2020, Fugro N.V., hereinafter the "Company" or "Fugro", announces the results of the invitation to repurchase EUR 80 million aggregate principal amount of its outstanding 4.00% subordinated bonds convertible into ordinary shares or certificates representing ordinary shares (the "Shares") of Fugro due 26 October 2021 issued by the Company on 26 October 2016 (ISIN: XS1508771216) (the "Bonds" and each, a "Bond") by way of a reverse bookbuilding process (the "Invitation").

The Invitation was targeted at Bondholders that are not U.S. persons (within the meaning of Regulation S under the U.S. Securities Act of 1933, as amended) or persons located or resident in the United States of America (the "United States") or persons acting for the account or benefit of such persons and who were willing to sell their Bonds to the Company (such Bondholders being the "Eligible Bondholders").

The Invitation was made on the terms and subject to the conditions set out in the invitation term sheet prepared by the Company in connection with the Invitation (the "Invitation Term Sheet") and which was made available to Eligible Bondholders, at their request, by BNP Paribas and HSBC who are acting as Joint Dealer Managers in respect of the Invitation (the "Dealer Managers").

Following the bookbuilding process, the Company has decided to accept for repurchase EUR 80 million in aggregated principal amount of the Bonds (the "Repurchase Amount") pursuant to the invitation. As the final aggregate principal amount of Bonds offered for sale exceeds the Repurchase Amount, each offer will be scaled back on a pro rata basis.

The purchase price for the Bonds validly offered for sale and accepted for purchase by the Company was fixed at EUR 100,000 per EUR 100,000 in principal amount of such Bonds (the "Repurchase Price"). In addition, the Company will pay, in respect of Bonds accepted for purchase, a cash amount representing interest accrued but unpaid on the Bonds from, and including, 26 October 2020 (being the last interest payment date for the Bonds prior to the Invitation) to, but excluding, the Settlement Date (as defined below).

The settlement of any Bonds repurchased by the Company in connection with the Invitation is expected to take place on or around 18 December 2020 (the "Settlement Date"). The Bonds repurchased by the Company will be cancelled in accordance with their terms and conditions.

Following the settlement of the repurchase on the Settlement Date, the aggregate principal amount of Bonds outstanding will be EUR 58.9 million.

For more information please contact

Media	Investors
Edward Legierse	Catrien van Buttingha Wichers
[email protected]	[email protected]
+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 9,500 talented people in 61 countries, Fugro serves clients around the globe, predominantly in the energy and infrastructure industries, both offshore and onshore. In 2019, revenue amounted to EUR 1.6 billion. Fugro is listed on Euronext Amsterdam.

Regulated Information

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

IMPORTANT INFORMATION

THE INFORMATION CONTAINED IN THIS DOCUMENT IS SUBJECT TO CHANGE WITHOUT NOTICE IN ITS ENTIRETY.

THIS DOCUMENT IS BEING SUPPLIED TO YOU SOLELY FOR YOUR INFORMATION AND MAY NOT BE REPRODUCED, REDISTRIBUTED OR PASSED ON DIRECTLY OR INDIRECTLY TO ANY OTHER PERSON OR PUBLISHED IN WHOLE OR IN PART FOR ANY PURPOSE. THE DISTRIBUTION OF THIS DOCUMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. PERSONS INTO WHOSE POSSESSION THIS DOCUMENT COMES ARE REQUIRED BY THE COMPANY AND THE DEALER MANAGERS TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.

THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO BUY OR A SOLICITATION OF AN OFFER TO SELL ANY BONDS.

EACH OF THE DEALER MANAGERS AND THEIR RESPECTIVE AFFILIATES HAVE PROVIDED, FROM TIME TO TIME, AND IN THE FUTURE MAY PROVIDE, CERTAIN COMMERCIAL BANKING, INVESTMENT BANKING AND FINANCIAL ADVISORY SERVICES TO THE COMPANY AND ITS AFFILIATES, FOR WHICH THEY HAVE RECEIVED, AND IN THE FUTURE WILL RECEIVE, CUSTOMARY FEES. IN THE FUTURE, THEY MAY ALSO PROVIDE INVESTMENT BANKING AND FINANCIAL ADVISORY SERVICES TO THE COMPANY AND ITS AFFILIATES FOR CUSTOMARY FEES. AT ANY

GIVEN TIME, EACH OF THE DEALER MANAGERS MAY TRADE THE BONDS, THE SHARES OR OTHER SECURITIES OF THE COMPANY OR ITS AFFILIATES FOR THEIR OWN ACCOUNT OR FOR THE ACCOUNTS OF CUSTOMERS, AND, ACCORDINGLY, MAY HOLD A LONG OR SHORT POSITION IN THE BONDS OR OTHER SECURITIES OF THE COMPANY OR ITS AFFILIATES.

UNITED STATES

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR IN OR INTO THE UNITED STATES. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE OR AN INVITATION TO OFFER OR SELL SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT SUCH REGISTRATION, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT.

THIS ANNOUNCEMENT AND THE INVITATION ARE NOT BEING MADE AND WILL NOT BE MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF THE MAIL OF, OR BY ANY MEANS OR INSTRUMENTALITY OF INTERSTATE OR FOREIGN COMMERCE OF, OR OF ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, THE UNITED STATES OR TO ANY U.S. PERSON. THIS INCLUDES, BUT IS NOT LIMITED TO, FACSIMILE TRANSMISSION, ELECTRONIC MAIL, TELEX, TELEPHONE, THE INTERNET AND OTHER FORMS OF ELECTRONIC COMMUNICATION.

THE BONDS MAY NOT BE TENDERED PURSUANT TO THIS ANNOUNCEMENT OR THE INVITATION BY ANY SUCH USE, MEANS, INSTRUMENTALITY OR FACILITY FROM OR WITHIN THE UNITED STATES OR BY PERSONS LOCATED OR RESIDENT IN THE UNITED STATES OR BY ANY U.S. PERSON. ACCORDINGLY, COPIES OF THIS ANNOUNCEMENT, THE INVITATION AND ANY OTHER DOCUMENTS OR MATERIALS RELATING THERETO ARE NOT BEING, AND MUST NOT BE, DIRECTLY OR INDIRECTLY, MAILED OR OTHERWISE TRANSMITTED, DISTRIBUTED OR FORWARDED (INCLUDING, WITHOUT LIMITATION, BY CUSTODIANS, NOMINEES OR TRUSTEES) IN OR INTO THE UNITED STATES, TO U.S. PERSONS OR TO PERSONS LOCATED OR RESIDENT IN THE UNITED STATES. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT, THE INVITATION OR ANY DOCUMENT OR OTHER INFORMATION REFERRED TO HEREIN COMES SHOULD INFORM THEMSELVES ABOUT AND OBSERVE ANY SUCH RESTRICTIONS. ANY PURPORTED TENDER OF BONDS IN CONNECTION WITH THE INVITATION OR ANY DOCUMENT OR OTHER INFORMATION REFERRED TO HEREIN RESULTING DIRECTLY OR INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID AND WILL NOT BE ACCEPTED AND ANY SUCH PURPORTED TENDER OF BONDS MADE BY A U.S. PERSON OR A PERSON LOCATED OR RESIDENT IN THE UNITED STATES OR BY ANY AGENT, FIDUCIARY OR OTHER INTERMEDIARY ACTING ON A NON-DISCRETIONARY BASIS FOR A PERSON OR A PRINCIPAL GIVING INSTRUCTIONS FROM WITHIN THE UNITED STATES OR FOR A U.S. PERSON WILL BE INVALID AND WILL NOT BE ACCEPTED.

EACH HOLDER OF BONDS PARTICIPATING IN THE INVITATION (AND, IF SUCH HOLDER IS ACTING ON BEHALF OF ANY OTHER PERSON, SUCH OTHER PERSON) WILL BE DEEMED TO REPRESENT THAT IT IS NOT A U.S. PERSON, IT IS NOT LOCATED IN THE UNITED STATES AND IT IS NOT PARTICIPATING IN SUCH INVITATION FROM THE UNITED STATES. FOR THE PURPOSES OF THIS AND THE ABOVE PARAGRAPHS, "UNITED STATES" MEANS THE

UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA.

FORWARD-LOOKING STATEMENTS

THIS PRESS RELEASE MAY INCLUDE "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE SECURITIES LAWS OF CERTAIN APPLICABLE JURISDICTIONS. IN SOME CASES, THESE FORWARD-LOOKING STATEMENTS CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY, INCLUDING THE WORDS "BELIEVES," "COULD," "ESTIMATES," "ANTICIPATES," "EXPECTS," "INTENDS," "MAY," "WILL," "PLANS," "CONTINUE," "ONGOING," "POTENTIAL," "PREDICT," "PROJECT," "TARGET," "SEEK," "SHOULD" OR "WOULD" 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. THESE FORWARD-LOOKING STATEMENTS INCLUDE ALL MATTERS THAT ARE NOT HISTORICAL FACTS. ANY FORWARD-LOOKING STATEMENTS USED HEREIN ARE BASED ON A NUMBER OF ASSUMPTIONS AND ESTIMATES AND ARE SUBJECT TO KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY OR MAY NOT OCCUR IN THE FUTURE. AS SUCH, WE CAUTION YOU THAT FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND THAT OUR ACTUAL RESULTS OF OPERATIONS, INCLUDING OUR FINANCIAL CONDITION AND LIQUIDITY AND THE DEVELOPMENT OF THE INDUSTRY IN WHICH WE OPERATE, MAY DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED BY OUR FORWARD-LOOKING STATEMENTS.

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Fugro N.V.

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