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EXMAR NV

M&A Activity Aug 25, 2023

3948_iss_2023-08-25_9e8824fb-28a6-45b8-8a0d-52f304b487a3.pdf

M&A Activity

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Please find herewith the latest press release of Saverex NV regarding the reopening of the takeover bid as of 28 August:

Start of the second acceptance period of the public takeover bid on Exmar NV – Clarification of the position of Saverex NV

Following the initial acceptance period of the voluntary and conditional public takeover bid launched by Saverex NV (the "Bidder") for all shares and share options issued by Exmar NV ("Exmar" or the "Target") not already owned by it or persons affiliated with it (the "Bid"), the Bidder currently holds a total of 44,234,979 shares in the Target, representing 74.35% of the outstanding shares in the Target. Taking into account the shares in the Target held by Nicolas Saverys (7,924 shares) and by Exmar (2,026,013 shares), the Bidder and persons affiliated with it together hold 46,268,916 shares, representing 77.76% of the outstanding shares in the Target.

As previously announced, the Bidder decided to voluntarily reopen the Bid without conditions from Monday 28 August 2023 to Friday 15 September 2023 at 16:00 (Belgian time). Shareholders who have not yet accepted the Bid will thus be able to accept the Bid during this second acceptance period. The payment of the bid price for the shares offered during the second acceptance period is scheduled for Monday 2 October 2023.

Since the announcement of the results of the initial acceptance period, the Exmar share has traded slightly above the Bid price. The Bidder is of the opinion that this increase of the share price may be caused by market speculation regarding a potential increase of the Bid price.

The price offered by Saverex amounts to EUR 12.10 per share, minus the dividend of EUR 1.00 per share which has been paid on 24 May 2023, resulting in a price of EUR 11.10 per share. The Bidder believes that this Bid price adequately reflects the fair value of the Target, as confirmed in the prospectus and by selling shareholders in the first acceptance period. In this regard, the Bidder has decided not to increase the Bid price.

The Bidder believes it is important that the market and Exmar shareholders in particular are accurately informed about its intentions. It therefore encourages all parties to rely on official communications from the Bidder and the Target for correct information regarding the ongoing Bid. The Bidder remains committed to open communication and transparency throughout the course of this transaction.

The prospectus (including the memorandum of reply, the report of the independent expert and the acceptance form) may be obtained free of charge at the counters of Belfius Bank NV/SA or by telephoning Belfius Bank NV/SA on 0032 (0)2 222 12 02. The prospectus with acceptance form are also available on the following websites: www.saverextakeoverbid.com, www.belfius.be/exmar2023, www.kbc.be/exmar and www.bnpparibasfortis.be/sparenenbeleggen. An English and a French translation of the summary of the prospectus are made available in electronic form on the above-mentioned websites.

About Saverex

Saverex is the holding company of the family of Nicolas Saverys, which is active in the international shipping industry. The main activity and the main asset of Saverex is its shareholding in Exmar.

Contact: Patrick De Brabandere – +32 475 48 94 45

About Exmar

Exmar is a provider of floating solutions for the operation, transportation and transformation of gas. Exmar's mission is to serve customers with innovations in the field of offshore extraction, transformation, production, storage and transportation by sea of liquefied natural gases, petrochemical gases and liquid hydrocarbons. Exmar creates economically viable and sustainable energy value chain solutions in long-term alliances with first class business partners.

Exmar designs, builds, certifies, owns, leases and operates specialised, floating maritime infrastructure for this purpose as well as aiming for the highest standards in performing commercial, technical, quality assurance and administrative management for the entire maritime energy industry.

More information can be found at www.exmar.com.

Disclaimer

This notice is also published in Dutch. If ambiguities should arise from the different language versions, the Dutch version will prevail.

This announcement does not constitute a bid to purchase securities of Exmar nor a solicitation by anyone in any jurisdiction in respect thereof. The takeover bid is only made on the basis of the prospectus approved by the FSMA. Neither this announcement nor any other information in respect of the matters contained herein may be supplied in any jurisdiction where a registration, qualification or any other obligation is in force or would be with regard to the content hereof or thereof. Any failure to comply with these restrictions may constitute a violation of the financial laws and regulations in such jurisdictions. Saverex and its affiliates explicitly decline any liability for breach of these restrictions by any person.

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