Greenyard NV

M&A Activity • Jul 18, 2025

Garden S.à r.l. announces results of initial acceptance period of voluntary and conditional takeover bid on Greenyard NV

Sint-Katelijne-Waver, Belgium, 18 July 2025

Today, Garden S.à r.l. (the "Offeror") announced that during the initial acceptance period of its voluntary and conditional takeover bid in cash for all shares in Greenyard NV ("Greenyard") which are not yet held by the Offeror or persons affiliated with the Offeror (the "Offer"), 27,728,029 shares in Greenyard were tendered in the Offer (representing 53.82% of the outstanding shares). As a result, the Offeror will own a total of 47,193,840 shares in Greenyard (corresponding to 91.61% of the outstanding shares) as of the Payment Date (defined below). Consequently, the Offeror, together with the persons affiliated with the Offeror (being Greenyard itself) 1 , will own 48,790,194 shares in Greenyard as of the Payment Date, representing a total of 94.71% of the outstanding shares.

Payment of the offer price of EUR 7.40 per share for the tendered shares will be made no later than 4 August 2025 (the "Payment Date").

Shareholders who have not yet accepted the Offer will have the opportunity to tender their shares in the Offer during a subsequent acceptance period which will run from 24 July 2025 (at 9:00 a.m. CEST) until 13 August 2025 (at 4:00 p.m. CEST) (inclusive). Shareholders can tender their shares to the Offer by following the instructions in the prospectus.

For more information on the Offer and the results of the initial acceptance period, reference is made to the press release of the Offeror (which can be found on the following website: https://www.greenyard.group/investor-relations/takeover-bid-overnamebod).

This website also contains additional information on the Offer, such as, for example, the prospectus and the response memorandum.

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Greenyard contact Cedric Pauwels Group Marketing, Communications & Public Affairs Director T + 32 15 32 42 00 cedric.pauwels@greenyard.group

About Greenyard

Greenyard (Euronext Brussels: GREEN) is a global market leader in fresh, frozen, and prepared fruit & vegetables, flowers & plants. Counting Europe's leading retailers amongst its customer base, Greenyard offers efficient and sustainable solutions to customers and suppliers through best-in-class products, market leading innovation, operational excellence and outstanding service. Its vision is to help people live healthier by helping people enjoy fruit and vegetables at any moment, in an easy, fast and enjoyable way, with respect for nature.

¹ As of the Payment Date, following the exercise of 260,000 stock options since 20 June 2025 (i.e., the date of the announcement of the launch of the Offer) and the cashless exercise via offeror settlement of 422,500 stock options, Greenyard holds 1,596,354 treasury shares (or 3.10% of the issued share capital of Greenyard).

Press release

Greenyard has approximately 8,600 employees and is active in 21 countries worldwide. Greenyard considers its employees and the relationships with its customers and supplier as its most important assets, enabling it to realise annual sales of approximately € 5.3 billion per annum. www.greenyard.group.

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This press release is for informational purposes only and does not constitute or form part of an offer to purchase or invitation to sell or issue securities of Greenyard, nor a solicitation by anyone in any jurisdiction in respect of such securities, any vote or approval. This press release may not be published, distributed or disseminated in any country or territory where its publication or content would be illegal or may require registration or any other filing of documents. Anyone in possession of this press release must refrain from publishing, distributing or disseminating it in the countries and territories concerned.

The Offer will not be made, directly or indirectly, in or into the United States or any country or jurisdiction in which it would be considered unlawful or otherwise violate any applicable laws or regulations, or which would require Garden to change or amend the terms or conditions of the Offer in any material way, to make an additional filing with any governmental, regulatory or other authority or take additional action in relation to the Offer.

It is not intended to extend the Offer to any such country or jurisdiction. Any such documents relating to the Offer must neither be distributed in any such country or jurisdiction nor be sent into such country or jurisdiction, and must not be used for the purpose of soliciting the purchase of securities of Greenyard by any person or entity resident or incorporated in any such country or jurisdiction.

In particular, the Offer is not being and will not be made, directly or indirectly, in or into, or by the use of the mails or by any means or instrument (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of the United States, and the securities subject to the Offer may not be tendered in any such offer by any such use, means, instrument or facility from or within the United States or by persons located or resident in the United States. Accordingly, except as required by applicable law, copies of this announcement and any other documents or materials related to the Offer are not being, and may not be, directly or indirectly mailed or otherwise forwarded, distributed or sent in, into or from the United States or to any person located or resident in the United States. Persons receiving this announcement (including without limitation nominees, trustees or custodians) must not forward, distribute or send it into the United States or to any person located or resident in the United States. Any purported tender of the securities subject to the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and tenders of the securities subject to the Offer made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will not be accepted.