Vivo Energy : Scheme of arrangement becomes effective

Vivo Energy plc

(Incorporated in England and Wales) (Registration number: 11250655) (Share code: VVO)

LEI: 213800TR7V9QN896AU56

ISIN: GB00BDGT2M75

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

25 July 2022

RECOMMENDED CASH OFFER

for

Vivo Energy plc

by

VIP II Blue B.V.

(a newly formed company ("BidCo"), being a wholly-owned indirect subsidiary of Vitol

Investment Partnership II Limited, itself being an investment vehicle advised by employees of

the Vitol Group)

to be effected by way of a scheme of arrangement under Part 26 of the UK Companies Act

2006 (the "Act")

SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

On 25 November 2021, the boards of Vivo Energy plc (the "Company" or "Vivo") and BidCo announced that they had reached agreement on the terms of a recommended cash offer for all of the issued and to be issued ordinary share capital of the Company not already owned by the Existing Vitol Shareholders (the "Offer"). The Offer is to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Act (the "Scheme"). Full details of the Offer are set out in the Scheme Document published on 17 December 2021 (the "Scheme Document"). Unless otherwise defined, capitalised terms used in this Announcement have the same meanings as set out in the Scheme Document.

On 22 July 2022, Vivo announced that the Court had sanctioned the Scheme.

Vivo is pleased to announce that the Court Order has been delivered to the Registrar of Companies today and, accordingly, the Scheme has now become effective in accordance with its terms.

Under the terms of the Scheme, holders of Vivo Shares are entitled to receive USD $1.79 for each Vivo Share held at the Scheme Record Time (6.00 p.m. on 22 July 2022). Holders of Vivo Shares (except the Helios entities, which have each agreed to waive the right to receive the 2022 Special Dividend) are entitled to receive the 2022 Special Dividend of USD $0.02 for each Vivo Share held at the 2022 Special Dividend Record Date (6.00 p.m. on 22 July 2022). The latest date for the despatch of cheques to Scheme Shareholders and settlement through CREST is 8 August 2022.

Dealings in Vivo Shares on the premium listing segment of the Official List and on the London Stock Exchange were suspended with effect from 7.30 a.m. on 25 July 2022. Applications have been made to the FCA and the London Stock Exchange in relation to the delisting of Vivo Shares from the Official List and cancellation of the admission to trading of Vivo Shares on the main market of the London Stock Exchange, which are each expected to take place at 8.00 a.m. on 26 July 2022.

Vivo Shareholders on the South African Branch Register

As announced on 20 July 2022, Vivo Shareholders who hold Vivo Shares on the South African Branch Register are entitled to receive 3058.42085 ZA cents for each Vivo Share held at the Record Date on the JSE (27 July 2022). Vivo Shareholders who hold Vivo Shares on the South African Branch Register are entitled to receive 34.17230 ZA cents in connection with the 2022 Special Dividend for each as Vivo Share held at the Record Date on the JSE (27 July 2022). The latest date for settlement through the Strate system or by electronic funds transfer is 28 July 2022.

Listing of Vivo Shares on the JSE was suspended with effect from 9.00 a.m. (SAST) on 25 July 2022.

An application has been made for the cancellation of the listing of Vivo Shares on the JSE, which is expected to take effect from 29 July 2022.

Enquiries:

BidCo	[phone] /
Andrea Schlaepfer	[phone]
Head of Corporate Communications
HSBC (Financial adviser to BidCo)	[phone]
Keith Welch
Alex Thomas
James Novelli
Joe Weaving
Brunswick LLP (public relations adviser to BidCo)	[phone]
Patrick Handley
Vivo Energy plc	[phone]
Giles Blackham
Head of Investor Relations
Rob Foyle
Head of Communications
J.P. Morgan Cazenove	[phone]
(Joint financial adviser and corporate broker to Vivo)
Dwayne Lysaght
James Janoskey
Richard Walsh
Rothschild & Co (Joint financial adviser to Vivo)	[phone]
John Deans
Edoardo Fassati
Numis Securities (Corporate broker to Vivo)	[phone]

Stuart Dickson

George Price

JSE Sponsor:

J.P. Morgan Equities South Africa Proprietary Limited

Tulchan Communications (public relations adviser to Vivo) [phone]

Martin Robinson

Harry Cameron

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Akin Gump LLP is acting as legal adviser to BidCo as to English law. Freshfields Bruckhaus Deringer LLP is acting as legal adviser to Vivo as to English Law. Bowmans is acting as legal adviser to BidCo as to South African Law and Werksmans is acting as legal adviser to Vivo as to South African law.

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Important notices relating to financial advisers

HSBC, which is authorised by the Prudential Regulation Authority (the "PRA") and regulated by the PRA and the Financial Conduct Authority (the "FCA") in the United Kingdom, is acting exclusively for Vitol and BidCo and no one else in connection with the Offer and will not be responsible to anyone other than Vitol and BidCo for providing the protections afforded to clients of HSBC nor for giving advice in relation to the Offer or any matter or arrangement referred to in this announcement. Neither HSBC, nor any of its group undertakings or affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of HSBC in connection with this announcement, any statement contained herein or otherwise. HSBC has given, and not withdrawn, its consent to the inclusion in this announcement of the references to its name in the form and context in which they appear.

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the PRA and the FCA. J.P. Morgan Cazenove is acting as financial adviser exclusively for Vivo and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to such matters and will not be responsible to anyone other than Vivo for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, or for providing advice in relation to any matter or arrangement referred to herein.

J.P. Morgan Equities South Africa Proprietary Limited is acting exclusively as JSE sponsor to Vivo and no one else in connection with the matters set out in this announcement, and will be subject to the requirements imposed on such a sponsor under the JSE Listings Requirements.

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Vivo and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Vivo for providing the protections afforded to clients of Rothschild & Co nor for providing advice in connection with any matter referred to herein. Neither Rothschild & Co nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild & Co in connection with this announcement, any statement contained herein or otherwise.

Numis Securities Limited ("Numis"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as Corporate Broker exclusively for Vivo and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Vivo for providing the protections afforded to clients of Numis, nor for providing advice in relation to any matter referred to herein.

This announcement is for information purposes only. It is not intended to and does not constitute, or form part of, any offer or invitation or the solicitation of any offer to sell or purchase any securities or the solicitation of any offer to otherwise acquire, subscribe for, sell or otherwise dispose of any security pursuant to the Offer or otherwise. The Offer shall be made solely by means of the Scheme Document, which, together with the Forms of Proxy and the Form of Election (if applicable), shall contain the full terms and conditions of the Offer, including details of how to vote in respect of the Offer. Any vote in respect of, acceptance or other response to the Offer should be made only on the basis of the information contained in the Scheme Document read in its entirety.

This announcement does not constitute a prospectus or prospectus equivalent document.

Overseas Shareholders

The availability of the Offer to Vivo Shareholders who are not resident in and citizens of the United Kingdom or South Africa may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the United Kingdom or South Africa should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such

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restrictions by any person. Further details in relation to Overseas Shareholders are contained in the Scheme Document.

Unless otherwise determined by BidCo or required by the Takeover Code, and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction. Copies of this announcement and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported acceptance in respect of the Offer. The Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

In accordance with the Takeover Code, normal United Kingdom market practice and Rule 14e-5(b) of the US Exchange Act, HSBC and its respective affiliates will continue to act as exempt principal trader in Vivo securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Takeover Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed: (i) in the US to the extent that such information is made public in the United Kingdom, and (ii) in South Africa, on the Stock Exchange News Service of the JSE, to the extent that it is reported to a Regulatory Information Service on the London Stock Exchange's website.

This announcement has been prepared for the purpose of complying with English law, the Takeover Code, the Market Abuse Regulation (EU) no. 596/2014, the Market Abuse Regulation (EU) no. 596/2014 (as it forms part of the laws of the UK by virtue of the European Union (Withdrawal) Act 2018 (as amended)), the Disclosure Guidance and Transparency Rules, and the Listing Rules, and information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of England and Wales.

The information contained in this announcement constitutes factual information as contemplated in section 1(3)(a) of the South African Financial Advisory and Intermediary Services Act, 37 of 2002, as amended ("Fais Act") and should not be construed as an express or implied advice, recommendation, guide or proposal that any particular transaction in respect of the Offer, is appropriate to the particular investment objectives, financial situations or needs of a shareholder or offeree, and nothing in this announcement should be construed as constituting the canvassing for, or marketing or advertising of, financial services in South Africa. BidCo is not a financial services provider licensed as such under the Fais Act.

Nothing in this announcement should be viewed, or construed, as "advice", as that term is used in the South African Financial Markets Act, 19 of 2012, as amended.

Notice to U.S. investors in Vivo

The Offer relates to shares of a UK company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act.

Accordingly, the Offer is expected to be made subject to the disclosure and procedural requirements and practices applicable in the United Kingdom and to schemes of arrangement under the laws of England and Wales which differ from the disclosure and other requirements of the United States tender offer and proxy solicitation rules. Neither the US Securities Exchange Commission, nor any securities commission of any state of the United States, has approved the Offer, passed upon the fairness of the Offer or passed upon the adequacy or accuracy of this document. Any representation to the contrary is a criminal offence in the United States.

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