VGP : Compliance Certificate 31 December 2020

COMPLIANCE CERTIFICATE

To: The Bondholders

From: VGP NV

Dated: 22 March 2021

Dear Sirs

VGP NV - EUR 150,000,000 2.75 per cent fixed rate bonds due 2 April 2023

(ISIN Code: BE0002677582 - Common Code: 208152149) (the "Bonds")

• 1. We refer to the terms and conditions of the Bonds (the Conditions). This is a Compliance Certificate (Verklaring van Nakoming) pursuant to Condition 11. Terms defined in the Conditions have the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate.

• 2. We do hereby certify that as at 31 December 2020 the financial covenants pursuant to Condition 10 have been fulfilled and are as follows:

  • • The Aggregate Net Rental income (increased with the available Cash and Cash

    Equivalents) was EUR 230,580k and the Finance Charges were EUR 20,473k, therefore the Interest Cover Ratio was 11.26;

  • • The Cash Available for Debt Service was EUR 574,560k and the Net Debt Service was EUR 21,806k, therefore, the Net Debt Service was 26,35;

  • • Total Consolidated Net Debt was EUR 562,369k and total equity and liabilities was

    EUR 2,229,135k, therefore, the Consolidated Gearing was 25.2%;

• 3. We set out below the calculations establishing the figures in item (2) above in Schedule 1.

• 4. The auditor of VGP NV has confirmed that the calculation of the financial covenants included in this Compliance Certificate, has been accurately performed and is in accordance with the Conditions.

Yours faithfully

Dirk Stoop BV Represented by Dirk Stoop Chief Financial Officer VGP NV

Jan Van Geet s.r.o Represented by Jan Van Geet

Chief Executive Officer VGP NV

Schedule 1: Calculation details covenants

('000 EUR)

1 AGGREGATE NET RENTAL INCOME - LAST 12 MONTHS 8,294

2 CASH AND CASH EQUIVALENTS 222,286

3 FINANCE CHARGES - LAST 12 MONTHS

(20,473)

Net financial charges (Excl. capitalised interest)

Less Arranagement and Placement fee paid during first 12 months

(20,473)

- (20,473)

4 CASH AVAILABLE FOR DEBT SERVICE

574,560

+ After tax profit of the Issuer - Last 12 Months 282,564

+ intercompany interest paid / accrued to Issuer - Last 12 Months 34,959

+ depreciation and amortisation - Last 12 Months 4,960

+ non-realised foreign exchange losses - Last 12 Months 427

- non-realised foreign exchange gains - Last 12 Months (708)

+ Interest expense & other costs - Last 12 Months 30,072

+ revaluation loss on of financial instruments - Last 12 Months - revaluation gain on of financial instruments - Last 12 Months + available cash and cash equivalents - Period-end

- - 222,286 574,560

5 NET DEBT SERVICE

(21,806)

Repayments made during the period

Net Finance Charges

(20,473) (1,333) (21,806)

6 TOTAL NET DEBT / (CASH)

562,369

Cash

Total debt (including off balance sheet liabilities)

784,655 (222,286) 562,369

7 EQUITY AND TOTAL LIABILITIES

Equity

Total liabilities (including off balance sheet liabilities)

8 COVENANTS

8.1

Interest Cover ratio (LTM)	31-Dec-20 CovenantCompliance
Aggregate Net Rental Income (increased with available cash) Finance Charges Interest Cover Ratio	230,580 (20,473)
11.26 1.20 YES

2,229,135

1,305,736 923,399 2,229,135

8.2

Debt Service Cover Ratio (LTM)	31-Dec-20 CovenantCompliance
Cash Available for Debt Service Net Debt Serivice Debt Service Cover Ratio	574,560 (21,806)
26.35 1.20 YES

8.3

Consolidated Gearing (LTM)	31-Dec-20 CovenantCompliance
Consolidated total net debt (Incl. off balance sheet liabilities) Consolidated equity and total liabilities (Incl. off balance sheet liabilities) Consolidated Gearing	562,369 2,229,135
25.2% 65.0% YES