Vastned Belgium NV

AGM Information • Sep 25, 2024

Shareholders of Vastned Belgium approve the cross-border merger with Vastned Retail

Today, the shareholders of Vastned Belgium (Vastned Belgium NV, Euronext Brussels: VASTB, a public regulated real estate company (GVV/SIR)) approved the proposed reverse cross-border legal merger in which Vastned Retail (Vastned Retail N.V., Euronext Amsterdam: VASTN), the Dutch parent company of Vastned Belgium, will merge with and into Vastned Belgium (the Merger) at an extraordinary general meeting of shareholders.

70,53% of all ordinary shares of Vastned Belgium were represented at the extraordinary general meeting. The Merger was unanimously approved.

The shareholders of Vastned Belgium today also approved the (re)appointment of directors, per 1 January 2025 at 00.00 hours Dutch and Belgian time (under the condition precedent of the completion of the Merger), and the distribution (under the condition precedent of the completion of the Merger) of an intermediary dividend (tussentijds dividend) in the amount of EUR 1.00 per share, payable in January 2025 to the pre-Merger shareholders of Vastned Belgium.

Prior to Vastned Belgium's extraordinary general meeting, the shareholders of Vastned Retail today also approved the Merger with the legally required majority.

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 will become effective on 1 January 2025 at 00.00 hours Dutch and Belgian time, provided that the remaining conditions of the Merger are also satisfied by then. At that time, Vastned Retail shareholders will receive 0.839 Vastned Belgium share for each Vastned Retail share for which no withdrawal right has been exercised in accordance with Dutch law. Vastned Retail shares held in treasury by or for the account of Vastned Retail and Vastned Retail shares for which a withdrawal right has been exercised in accordance with Dutch law, shall be cancelled by operation of law.

Further information regarding the Merger is available online at www.vastned.be/en/investor-relations/merger and www.vastned.com/merger-documents/.

Regulated information Antwerp (BE), 25 September 2024 – 6.00 pm CEST

Dividend calendar 2024 - 2025

Contact

Vastned Belgium Operational Managing Director Sven Bosman sven.bosman@vastned.be +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 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 Belgium disclaims 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 Belgium, nor any of its advisors assumes any responsibility for any violation of any of these restrictions. Any shareholder of 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 forward-looking 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 forward-looking statements speak only as of the date of this press release. By their nature, forwardlooking 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 Belgium cannot guarantee the accuracy and completeness of forward-looking statements. A number of important factors, not all of which are known to 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 Belgium expressly disclaims 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.