Vastned

• On 16 May 2024, Vastned Retail (listed on Euronext Amsterdam) and Vastned Belgium (listed on Euronext Brussels) announced their intention to merge Vastned Retail into its 65.5% subsidiary Vastned Belgium
• Vastned Retail shareholders are envisaged to receive 0.839 shares in Vastned Belgium for each outstanding share in Vastned Retail, based on the adjusted rolled-forward EPRA NTAs per share as of year-end 2024
• Vastned Belgium shareholders are also envisaged to receive a special dividend of €1.00 per share, to mitigate temporary EPS dilution for Vastned Belgium shareholders as a result of different yield profiles of both companies
• The proposed merger is the result of the strategic reorientation initiated by Vastned Retail in 2023 in light of changing market conditions and the abolishment of the Dutch FII regime, and is expected to decrease overall costs and resolve Vastned’s sub-optimal corporate structure with two listed entities
• The merger is unanimously supported by the Supervisory Board and Executive Board of Vastned Retail as well as the Independent Directors of Vastned Belgium
• Irrevocable commitments in favour of the transaction have been obtained for more than 42% of the voting rights in Vastned Retail
• Vastned Retail and Vastned Belgium will hold EGMs in September 2024 to request shareholder approval for the merger, with the proposed merger envisaged to become effective from 1 January 2025
• Van Lanschot Kempen is acting as Sole Financial Advisor to Vastned Retail

Vastned is a listed European retail property company with assets in the Netherlands, France, Spain and Belgium. The company 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, with a strong tenant mix of international and national retailers, food & beverage entrepreneurs, residential tenants, and office tenants. Vastned’s property portfolio has a value of € 1.3 billion as of the announcement of the transaction.