The Board of Directors of Compagnie d'Entreprises CFE SA (ENXTBR:CFEB announces its intention to spin-off Deme Group on December 2, 2021. The CFE group is made up of three divisions (DEME, CFE Contracting and BPI) and it plans to split the group into two separate listed entities: CFE and DEME. The planned transaction involves the transferring its 100% stake in DEME NV to a to a new company to be incorporated named DEME Group. At the time of the partial demerger, all the shareholders of CFE will receive one Newco share for each CFE share in their possession. The transaction will also allow to better articulate their respective purpose and ambitions to shareholders, clients, employees and other stakeholders and to help the stock market to fully recognize the true value of both entities. The partial demerger has no impact on the financing of CFE's subsidiaries but it will trigger an event of default under the existing credit facilities and the Multi-Term Treasury Notes Programme of CFE SA. Therefore, CFE has initiated discussions with its Lenders and its Notes Holders to either ask for a waiver or negotiate new committed revolving credit facilities. Waivers have been signed for €35 million of Medium-Term Notes and credit committee approvals have been obtained for a total of €170 million of committed credit facilities.

The composition of the Board of Directors of CFE will be modified upon completion of the partial demerger. Going forward the Board would be composed as follows: Luc Bertrand (Chairman), Hélène Bostoen, Lieve Creten BV represented by Lieve Creten, B-Global Management SRL represented by Stéphane Burton, Piet Dejonghe, Koen Janssen, An Herremans, and Christian Labeyrie. Pursuant to the partial demerger, the Board of Directors will entrust daily management of Chief Financial to Trorema SRL represented by Raymund Trost as Chief executive Officer.

Transaction is subject to obtaining a tax ruling from the Belgian Office for Advance Tax Rulings, the approval of various partners as well as the extraordinary general meeting of CFE at which at least 75% of the capital represented must vote in favour of the partial demerger. Ackermans & van Haaren, the majority shareholder, and VINCI, who respectively own 62.1% and 12.1% of CFE, support the split. In March 2022, CFE obtained a tax ruling from the Belgian office for advance tax rulings. On May 16 2022, the Board of Directors has unanimously approved the partial demerger proposal and will invite the CFE shareholders to vote on the partial demerger and on the incorporation of DEME Group. A convening notice for the extraordinary general meeting to be held on June 29, 2022. Upon approval of the partial demerger, the shares of DEME Group will be issued to the shareholders of CFE in proportion to their current shareholding in CFE. The demerger will take effect retroactively as of April 1, 2022 for tax and statutory accounting purposes only. The Approval of Listing of DEME Prospectus by FSMA was expected to receive on June 29, 2022. The transaction is expected to close in the summer of 2022.

Compagnie d'Entreprises CFE SA completed the Spin-Off of DEME Group NV (ENXTBR:DEME) on June 29, 2022.