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THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

Leidschendam, the Netherlands, 19 October 2020

Fugro announces a comprehensive refinancing including a proposed equity raise to strengthen its balance sheet
Fugro announces its intention to raise EUR 250 million in an equity offering consisting of a c. EUR 53.3 million private placement with a number of cornerstone investors (the "Cornerstone Placement") and a c. EUR 196.7 million rights issue (the “Rights Issue”). The cornerstone investors have further irrevocably committed to take up their rights under the Rights Issue in full, which means that they have committed EUR 113 million to the EUR 250 million equity offering. The portion of the equity raise that is not committed by the cornerstone investors is underwritten
The net proceeds of the equity offering will be used to reduce Fugro’s debt and to provide sufficient liquidity to address the upcoming maturity of its convertible bonds maturing in 2021, the convertible bond maturing in 2024 is envisaged to remain outstanding
Fugro’s pro-forma net leverage[1] based on total debt (including subordinated debt) will be reduced from 4.2 to 2.0 times[2] (pre-IFRS16) and from 4.0 to 2.4 times2 (post-IFRS 16)
Fugro and its lenders have agreed, conditional upon the equity offering proceeding, a new EUR 225[3] million revolving credit facility and a EUR 200 million term loan, both maturing in December 2023
Fugro will convene an Extraordinary General Meeting of shareholders (the “EGM”) to be held on 30 November 2020, for the purpose of approving the Cornerstone Placement and the Rights Issue. Materials related to the EGM are available through the website of the Company.

Fugro announces a comprehensive refinancing of its existing EUR 575 million revolving credit facility (“Existing Bank Facility”) with a new EUR 225[4] million revolving credit facility and a EUR 200 million term loan as well as a proposed equity offering of EUR 250 million, which is subject to shareholders’ approval. The equity offering comprises a c. EUR 53.3 million private placement of new shares to a number of cornerstone investors and a c. EUR 196.7 million rights issue. The net proceeds of the equity offering will be used primarily to reduce Fugro’s debt and will also provide sufficient liquidity to address the upcoming maturity of its convertible bonds in 2021. Through the refinancing, Fugro’s balance sheet will be significantly strengthened with a reduced net leverage[5] (pre-IFRS16) of 2.0 times[6]. Fugro will convene the EGM to approve the Cornerstone Placement and the Rights Issue on 30 November 2020.

Mark Heine, CEO, comments: “This comprehensive refinancing will provide us with increased financial flexibility to deliver on our Path to Profitable Growth strategy. To enable our refinancing in light of today’s market environment, we need to strengthen our balance sheet by issuing new equity. This is supported by a substantial cornerstone commitment from a number of top tier investors. We are very pleased that these cornerstone investors have shown belief in our business and strategy, which is illustrated by NN Investment Partners who will increase its holding by more than 50% to c. 17.3% following the completion of the equity offering. NN Investment Partners will be joined by ASR asset management and Sterling Strategic Value as new shareholders who will own c. 7.9% and c. 2.1% of Fugro, respectively, following the completion of the equity offering. Moreover, the cornerstone investors explicitly encourage our continued diversification towards markets where we can both support and benefit from the energy transition, climate change adaptation and sustainable infrastructure development.

Fugro is transitioning towards being the world’s leading Geo-data specialist in the areas of sustainable energy, infrastructure and water. In that capacity, we provide our clients with essential insights and services to help them design, build and maintain their assets safely and sustainably. Population growth and urbanisation in combination with the need for carbon dioxide reductions are driving increased spending on renewable power and electricity networks, subsea cables, coastal defense, hydrography and freshwater projects. This creates ample opportunities for Fugro, across the world. With our leading market positions, versatile asset base, specialist workforce, innovative digital solutions and resilient operating model, we are well positioned to benefit from these opportunities. Fugro already plays an important role in the energy transition with innovative services for the development of offshore windfarms, and mapping solutions to protect coast lines in light of rising sea levels. In the third quarter of 2020, already two-thirds of our revenue was generated in non-oil and gas related activities.

The strengthening of our balance sheet helps to position us for future success.”

[1] “Net leverage” or “net debt to EBITDA” is equal to total debt (incl. subordinated debt) minus cash on balance sheet divided by last 12 months adjusted consolidated EBITDA for covenant purposes. Post IFRS16 includes the pro forma impact of IFRS16 lease accounting on total debt and adjusted consolidated EBITDA for covenant purposes
[2] Net leverage as per 30 September 2020, including Seabed, adjusted for the proposed refinancing. Last 12 months adjusted consolidated EBITDA for covenant purposes of EUR 100 million pre-IFRS16 and EUR 140 million post-IFRS16
[3] With an automatic EUR 25 million incremental top-up if all newly issued shares are successfully placed with investors in the rights issue and subsequent rump placement
[4] With an automatic EUR 25 million incremental top-up if all newly issued shares are successfully placed with investors in the rights issue and subsequent rump placement
[5] “Net leverage” or “net debt to EBITDA” is equal to total debt (incl. subordinated debt) minus cash on balance sheet divided by last 12 months adjusted consolidated EBITDA for covenant purposes. Post IFRS16 includes the pro forma impact of IFRS16 lease accounting on total debt and adjusted consolidated EBITDA for covenant purposes
[6] Net leverage as per 30 September 2020, including Seabed, adjusted for the proposed refinancing. Last 12 months adjusted consolidated EBITDA for covenant purposes of EUR 100 million pre-IFRS16 and EUR 140 million post-IFRS16