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Greenyard NV

Major Shareholding Notification Aug 4, 2025

3957_mrq_2025-08-04_1ca51bd9-e630-49eb-a48a-2686077c1ecc.pdf

Major Shareholding Notification

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Publication transparency notification in accordance with the Act of 2 May 2007. Garden S.à r.l. and affiliated persons cross threshold of 95%

Sint-Katelijne-Waver, Belgium, 4 August 2025

In accordance with the Act of 2 May 2007 on the disclosure of major shareholdings in issuers whose shares are admitted to trading on a regulated market, Greenyard (the Company or Greenyard) announces that it has received several transparency notifications on 30 and 31 July and 1 August 2025. These notifications are related to the voluntary takeover bid, converted into a mandatory takeover bid, launched by Garden S.à r.l. (the Offeror) for all shares in Greenyard which are not yet held by the Offeror or persons affiliated with the Offeror (the Offer).

Offeror and its affiliated persons cross 95% threshold

A transparency notification indicates that the Offeror, together with persons affiliated with the Offeror (i.e., Greenyard itself), has crossed the threshold of 95% of voting rights in Greenyard upwards on 25 July 2025.

This threshold crossing resulted from the acquisition of Greenyard shares (or voting rights) by the Offeror as a result of the conclusion of the initial acceptance period of the Offer, combined with additional market purchases of Greenyard shares by the Offeror on the stock exchange thereafter (as previously disclosed by the Offeror in accordance with Article 12 of the Takeover Decree).

As a result, as of 25 July 2025, the Offeror, together with the persons affiliated with the Offeror (i.e., Greenyard itself) held a total of 48,976,763 shares (or voting rights) in Greenyard, corresponding to 95.07% of the outstanding shares. Consequently, the condition to initiate a simplified squeeze-out bid, as set out in Article 7:82, §1 of the Belgian Companies and Associations Code and Articles 42 and 43 of the Takeover Decree, has been fulfilled. A simplified squeeze-out can be initiated upon the conclusion of the second acceptance period of the Offer, which began on 24 July and will end on 13 August 2025 (at 4:00 p.m. CEST) (inclusive).

The Offeror is jointly controlled by Food Invest International NV (Food Invest) and Harvest S.à r.l. (Harvest). Food Invest is controlled via Deprez Holding NV by Mr. Hein Deprez. Harvest is controlled by Robusta LP, which in turn is controlled by Solum Partners GP II LP (Solum Partners). Solum Partners is not itself controlled.

Exit of existing shareholders

Greenyard has also received transparency notifications from Sujajo Investments S.A., Alychlo NV and Mr. Joris Ide (see below under ii., iii., and iv.). They reported that, as of 25 July 2025, they no longer hold any shares in Greenyard and have therefore crossed the lowest threshold of 3% downwards.

Changes to the Board of Directors

In light of these developments, the composition of Greenyard's Board of Directors has changed as of 1 August 2025.

Mr. Gabriel Santana and Ms. Pam Egleston, both employed with Solum Partners, have joined the Board as directors through co-optation. Mr. Gabriel Santana serves as Principal within the Investments team at Solum Partners. Ms. Pam Egleston is General Counsel and Chief Compliance Officer at Solum Partners.

They replace Alychlo NV (permanently represented by Ms. Els Degroote) and Bonem Beheer BV (permanently represented by Mr. Marc Ooms), who have voluntary resigned from their mandates.

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The aforementioned transparency notifications contain the following information and are also available on the website under Investor Relations:

i. Transparency notification Garden S.à r.l. and persons affiliated with Garden S.à r.l.

  • Reason for the notification: Crossing of a threshold by persons acting in concert; Acquisition or disposal of voting securities or voting rights; Acquisition or disposal of the control of an undertaking that holds a participating interest in an issuer
  • Notification by a parent undertaking or a controlling person, and persons acting in concert
  • Persons subject to the notification requirement: Mr. Hein Deprez, Deprez Holding NV, Food Invest International NV, Greenyard NV, De Weide Blik NV, Andreas Fonds Maatschap, Garden S.à r.l., Solum Partners GP II LP, Robusta LP, Harvest S.à r.l.
  • Date on which the threshold is crossed: 25 July 2025
  • Threshold that is crossed: 95%
  • Denominator: 51,515,443
  • Details of the notification: total number of voting rights linked to securities held by Garden S.à r.l., after the transaction: 47,380,409 shares, or 91,97%, and by Greenyard NV: 1,596,354, or 3,10%, resulting in a total of: 48,976,763 shares, or 95,07%.
  • Full chain of controlled undertakings through which the holding is effectively held: see above
  • Additional information: Acquisition of shares by Garden S.à r.l. as a result of the conclusion of the initial acceptance period of a public takeover offer by Garden S.à r.l. over Greenyard NV together with market purchases by Garden S.à r.l. after the initial acceptance period
  • ii. Transparency notification Sujajo Investments S.A.
  • Reason for the notification: Downward crossing of the lowest threshold; Acquisition or disposal of voting securities or voting rights
  • Notification by a parent undertaking or a controlling person
  • Persons subject to the notification requirement: Sujajo Investments S.A.; Jajo Trust
  • Date on which the threshold is crossed: 25 July 2025
  • Threshold that is crossed: 3%
  • Denominator: 51,515,443
  • Details of the notification: total number of voting rights linked to securities held by Sujajo Investments S.A., after the transaction: 0, or 0,00%
  • Full chain of controlled undertakings through which the holding is effectively held: Sujajo Investments S.A. is controlled by Jajo Trust
  • Additional information: Mr. Thomas Borman is settlor and beneficiary of Jajo Trust

iii. Transparency notification Alychlo NV:

  • Reason for the notification: Downward crossing of the lowest threshold; Acquisition or disposal of voting securities or voting rights

  • Notification by a parent undertaking or a controlling person
  • Persons subject to the notification requirement: Mr. Marc Coucke; Alychlo NV
  • Date on which the threshold is crossed: 25 July 2025
  • Threshold that is crossed: 3%
  • Denominator: 51,515,443
  • Details of the notification: total number of voting rights linked to securities held by Alychlo NV, after the transaction: 0, or 0,00%
  • Full chain of controlled undertakings through which the holding is effectively held: Mr. Marc Coucke controls Alychlo NV

iv. Transparency notification Mr. Joris Ide

  • Reason for the notification: Downward crossing of the lowest threshold; Acquisition or disposal of voting securities or voting rights
  • Notification by a person that notifies alone
  • Persons subject to the notification requirement: Mr. Joris Ide
  • Date on which the threshold is crossed: 25 July 2025
  • Threshold that is crossed: 3%
  • Denominator: 51,515,443
  • Details of the notification: total number of voting rights linked to securities held by Mr. Joris Ide, after the transaction: 0, or 0,00%

Contact

Cedric Pauwels Group Marketing, Communications & Public Affairs Director [email protected]

About Greenyard

Greenyard (Euronext Brussels: GREEN) is a global market leader in fresh, frozen and prepared fruit and vegetables, flowers and 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 make lives healthier by helping people enjoy fruit and vegetables at any moment, easy, fast and pleasurable, while fostering nature. With around 8 600 employees operating in 21 countries worldwide, Greenyard identifies its people, and customer and supplier relationships, as the key assets which enable it to deliver goods and services worth around € 5,3 billion per annum.

www.greenyard.group

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