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What's cooking? (formerly: Ter Beke)

Notice of Dividend Amount Jun 8, 2022

4009_iss_2022-06-08_c7edc7f4-bc09-4f77-b00d-1045c8e75562.pdf

Notice of Dividend Amount

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PRESS RELEASE Regulated information

THIS PRESS RELEASE IS NOT INTENDED FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR TO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA, SWITZERLAND OR ANY OTHER JURIDICTION WHERE DISTRIBUTION IS NOT PERMITTED BY LAW.

BE- Lievegem, 8 June 2022 – 6:15 p.m.

Ter Beke offers its shareholders an optional dividend and announces the conditions relating thereto

The Ter Beke Shareholders' Meeting of 25 May 2022 decided to distribute a gross dividend of EUR 4.00 / share (EUR 2.80 net / share) for the 2021 financial year.

The Board of Directors decided, in line with its earlier announcement of February 25, 2022, to offer Ter Beke shareholders the option of an optional dividend for the financial year 2021.

In the case of an optional dividend, the shareholders are given the opportunity to contribute their receivable arising from the distribution of profits into the capital of the company, against the issue of new shares, in addition to the option of receiving the dividend in cash or opting for a combination of the two previous options.

The funds not paid in cash offer Ter Beke the opportunity to invest further in the future through debt financing and to realize its growth strategy. The optional dividend also permits (depending on the dividend rights that are contributed to the capital of Ter Beke) to avoid cash-out.

The shareholder has the choice to receive the dividend in cash or to contribute against new shares, as follows:

Option 1: payment of the dividend in cash

Each Ter Beke share entitles the shareholder to a gross dividend of EUR 4.00 or a net dividend of EUR 2.80 (after deduction of 30% withholding tax)

Option 2: Contribution of the dividend against new Ter Beke shares

Each Ter Beke share gives the shareholder one dividend right (coupon n° 34).

One new Ter Beke share can be subscribed to by contributing 35 dividend rights (each amounting to the net dividend of EUR 2.80). The price for subscription by a shareholder is thus 35 x 2.80 = 98.00 EUR for a new share. This means a discount of 4.99 % compared to the average of the closing price in the 10 trading days prior to the decision of the Board of Directors (25 May 2022 until and including 7 June 2022) and a discount of 4.39 % compared to the closing price of the Ter Beke share on Tuesday 7 June 2022, always after deduction of the gross dividend for the 2021 financial year.

Option 3: a combination of both previous options.

PRESS RELEASE Regulated information

Terms of the optional dividend

• The share will be listed including coupon until Thursday, June 9, 2022. From Friday, June 10, 2022 onward, the share will be listed ex-coupon.

• The registration date (record date), which is the date on which positions are closed to identify shareholders entitled to receive the dividend, is Monday, June 13, 2022.

• Shareholders are requested to communicate their choice of payment method to their financial institution between Tuesday June 14, 2022 (9:00 AM) and Friday, June 24, 2022 (4:00 PM)

• All further information can be found in the information memorandum that will be available on the website from June 8, 2022 (https://www.terbeke.be/en/investor-relations/press-releases-andpublications)

• Shareholders who have not disclosed a preference will be paid automatically and exclusively in cash.

• After the option period, the result is processed and subsequently announced on Friday 1 July 2022 after market closing.

• As of Monday July 4, 2022, the effective payment will be made, depending on the choice of the shareholder, in the form of the issue of new shares in exchange for the contribution of dividend rights, or the payment of the dividend for 2021 in cash, or a combination of both.

• The newly created shares will be listed from Monday 4 July 2022 and will therefore also be tradable from then on.

• These newly created shares will be entitled to participate in the results as of January 1, 2022 (first dividend to be made available in 2023)

• For shareholders who are exempt from withholding tax, the contribution of the dividend claim will amount to EUR 2.80 per share, and the balance resulting from the exemption from withholding tax will be paid in cash as of Monday 4 July 2022. Shareholders in such a situation must submit the usual exemption certificate via their financial institution to BNP Paribas Fortis NV, which as financial institution provides financial services related to Ter Beke shares.

Conditions precedent

The Board of Directors reserves itself the discretionary right to withdraw the optional dividend offer if the price of the Ter Beke share on Euronext Brussels rises or falls significantly in the period between June 8, 2022 and July 1, 2022 as compared to the price on the basis of which the issue price was determined by the Board of Directors.

The Board of Directors also reserves the discretionary right to withdraw the optional dividend offer if an extraordinary event of a political, military, economic, environmental or social nature occurs in the period between June 8, 2022 and July 1, 2022. which could significantly distort the economy or the financial markets.

Any withdrawal of the optional dividend offer will be made public immediately by means of a press release. The exercise or non-exercise of this right can never give rise to any liability on the part of Ter Beke.

(end of press release)

PRESS RELEASE Regulated information

Financial calendar

Contacts

Piet Sanders* Yves Regniers° CEO CFO Tel. +32 9 370 13 17 Tel. +32 9 370 13 17 [email protected] [email protected] *Permanent representative Leading for Growth BV °Permanent representative ESROH BV

Results optional dividend: 1 July 2022 after market closing Results first semester of 2022: 26 August 2022 before market opening

About Ter Beke

Ter Beke is an innovative Belgian fresh food group that commercialises a wide range of high-quality fresh food products and related services in many European countries.

Today, Ter Beke mainly specialises in the production and sale of processed meats and fresh ready meals from 12 industrial sites in Belgium, the Netherlands, France, Poland and the United Kingdom. Ter Beke employs approximately 2,750 people. Ter Beke has been listed on Euronext Brussels since 1986 and achieved a turnover of EUR 697 million in 2021.

For more information about Ter Beke, please visit www.terbeke.com

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