Bonds

Bondholder Information

Public offering in Belgium of bonds for an expected amount of minimum € 50 million and maximum of € 75 million

VGP NV announces that it makes a public offer in Belgium of retail bonds due 6 July 2024 for an expected amount of minimum € 50 million and maximum € 75 million.

The fixed rate of the bonds is 3.25% (gross) per year. The net yield equals 2.120% per year.

The bonds will be issued in denomination of € 1,000. Retail investors will be charged a subscription fee of € 10 per bond. The subscription period runs from 23 June 2017 until and including 30 June 2017, subject to early closing. The issue date is planned on 6 July 2017. Application has been made for the bonds to be listed on the regulated market Euronext Brussels and to be admitted to trading on the regulated market of Euronext Brussels.

KBC Bank NV will act as sole manager and bookrunner for this issuance.

A full prospectus detailing the transaction and its terms, drawn up in Dutch and English, as well as a French translation of the summary of such prospectus, can be obtained free of charge as from 21 June 2017 (before opening of the stock exchange) from VGP NV’s head office, and may be consulted as from 21 June 2017 on the VGP NV website (www.vgpparks.eu) and in each branch of KBC Bank or CBC Banque, Bolero (www.bolero.be), via the Regional Advice Centres and on the website (www.kbc.be/vgp).

The proceeds of the bonds will be used to repay all outstanding debt of VGP NV under the EUR 75 million fixed rate bond maturing on 12 July 2017.

IMPORTANT INFORMATION

The bonds constitute debt instruments. An investment in the bonds involves risks. Before making any investment decision the investors must read the prospectus and more particularly the section Risk Factors (please see page 17 and following (Part I: Summary) and page 27 and following (Part II: Risk Factors) of the prospectus). By subscribing to the bonds, investors lend money to VGP NV who undertakes to pay interest on an annual basis and to reimburse the principal on the maturity date. In case of bankruptcy or default by VGP NV, however, investors may not recover the amounts they are entitled to and risk losing all or a part of their investment. The bonds are intended for investors who are capable of evaluating the interest rates in light of their knowledge and financial experience. Each decision to invest in the bonds must be based solely on the information contained in the prospectus (including the section Risk Factors) and more generally factors that may affect VGP NV’s ability to fulfil its obligations under the bonds and factors which are material for the purpose of assessing the market risks associated with the bonds.

This announcement shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the bonds, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.

This announcement is not for distribution, directly or indirectly in the United States of America, Canada, Japan or Switzerland, or any other jurisdiction where distribution would not be permitted by law. The bonds are not offered in the United States of America.

In the European Economic Area (except Belgium) this announcement is only directed at qualified investors within the meaning of directive 2003/71/EC (as amended).

No announcement or information with respect to the bonds may be distributed to the public in other jurisdictions than Belgium if the applicable legal requirements have not been complied with. The Issuer is not responsible for non-compliance of applicable legal requirements by other persons.

The document that you are seeking to access, is the electronic version of a prospectus relating to a public offer in Belgium by VGP NV (the “Issuer”) of 3.25% bonds with maturity date in 2024 (the “Bonds”) in accordance with the applicable legislation in Belgium (the “Prospectus”). The Prospectus in English was approved by the FSMA on 20 June 2017. The Prospectus is solely intended for residents of Belgium who are physically present in Belgium, as well as for persons who reside outside of Belgium and who may access it and who may accept the offer in accordance with the legislation and regulation of the other countries where they may be applicable.


DISCLAIMER

In particular residents of a Member State of the European Economic Area other than Belgium are not allowed to access the Prospectus unless the offer may be made in a Member State in accordance with one of the exemptions as set forth in Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading (the “Prospectus Directive”), to the extent that such exemptions are implemented in the relevant Member State and to the extent that such offer does not entail, in any of these Member States, an obligation for the Issuer to publish a prospectus in accordance with article 3 of the Prospectus Directive, as implemented in any of the Member States.

In general, every person seeking to access the Prospectus will need to verify in advance that such access does not constitute a breach of the applicable legislation or regulation. The Issuer cannot be held liable in case of a breach of these restrictions by any person.

Under no circumstances shall the Prospectus constitute an offer or a solicitation to subscribe to the Bonds in any country where access to the Prospectus, the offer or the solicitation may be unlawful and under no circumstances may the Prospectus be used for such purposes or in that respect.

The Issuer has taken no action to offer its securities to the public outside of Belgium and is not planning on doing so; the Issuer has not obtained any approval for the circulation of the Prospectus in a jurisdiction outside of Belgium.

The Prospectus may not be published or circulated, directly or indirectly, in the United States of America, in Switzerland, or in any other jurisdiction where the publication or circulation of such information may be held unlawful.

In particular, the Prospectus does not constitute an offer of securities in the United States of America or in any other country. The securities may not be offered or sold on the territory of the United States of America, without registration or exemption from registration under the US Securities Act 1993, as amended from time to time (the “Securities Act”). The Issuer does not intend to register the entire offer or a part thereof in the United States of America, nor does it intend to make a public call for savings in the United States of America. With the exception of certain exemptions, the Bonds may not be offered, sold or distributed on the territory of the United States of America, or on account of or for the benefit of American citizens. The offer is made outside of the United States of America in accordance with the regulations of the Securities Act.

The distribution of the electronic version of the Prospectus on a website other than the websites referred to in the next paragraph, as well as the reproduction, distribution or circulation thereof in printed or electronic form are strictly forbidden. The Issuer can under no circumstances be held liable for any unlawful reproduction or distribution of the Prospectus.

Investors are invited to read the Prospectus of 21 June 2017 that was approved by the FSMA on 20 June 2017 attentively. The Prospectus is available in English and in Dutch and the summary of such Prospectus is available in French, free of charge, upon request from the Issuer (+32 2 719 00 45). These documents can also be consulted on the website of the Issuer (www.vgpparks.eu), KBC Bank (www.kbc.be/vgp), CBC Banque (www.cbc.be/vgp), Bolero (www.bolero.be), at the local KBC and CBC agencies, and at the Regional Advice Centers.

I would like to consult the English Prospectus, the Dutch Prospectus and/or the French summary and I acknowledge that (1) I have examined and agree with the disclaimer above, (2) I am either a Belgian resident who is physically present in Belgium, or a person residing outside of Belgium who may access the Prospectus and may accept the offer in accordance with the legislation and regulation of the other countries where they may be applicable, (3) I will not reproduce, distribute or circulate the Prospectus in printed or electronic form, (4) I agree with the restrictions set forth above.