Fugro N.V. (“Fugro” or the "Company") announces the completion of its EUR 197.1 million rights issue (the "Rights Issue"), which comprises (i) 92,718,312 new certificates representing ordinary shares in the capital of Fugro with a nominal value of EUR 0.05 each (the “Ordinary Shares”) issued in connection with the Rights Issue and (ii) 242,407 new Ordinary Shares issued in connection with subscriptions received in the Share Subscription Offering[1].

As a result of the Rights Issue completion, the number of issued Fugro certificates representing Ordinary Shares (the "Certificates") will be 205,299,228[2] and the total issued share capital of the Company will consist of 206,380,732 Ordinary Shares.

The Certificates issued in connection with the Rights Issue will be listed and admitted to trading on Euronext Amsterdam at 09:00 CET on 14 December 2020.

Barclays, ING and Rabobank (in cooperation with its partner Kepler Cheuvreux) acted as Joint Global Coordinators and Joint Bookrunners (the “Joint Global Coordinators”), as well as ABN AMRO, BNP Paribas, Credit Suisse and HSBC, who acted as Joint Bookrunners (altogether the “Underwriters”) for the Rights Issue.

Adjustments to convertible bonds conversion prices
As a result of the Refinancing as announced by the Company on 19 October 2020, in accordance with the terms and conditions applicable to the Company's convertible bonds maturing in 2021 and 2024, respectively, the calculation agent has determined that effective 2 December 2020, the conversion price has been adjusted to EUR 12.7837 (from EUR 19.4416 prior to the Refinancing) for the convertible bonds maturing in 2021 and to EUR 9.8245 (from EUR 14.9412 prior to the Refinancing) for the convertible bonds maturing in 2024. The conversion prices of the Company's convertible bonds maturing in 2021 and 2024, respectively, will be further adjusted as a consequence of the share consolidation of the Ordinary Shares[3].
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[1] Certain holders of registered Ordinary Shares other than Stichting Administratiekantoor Fugro (each a “Registered Shareholder”) as at the Record Date were granted non-transferable subscription rights to subscribe for new Ordinary Shares pro rata to the number of Ordinary Shares they held. The Share Subscription Offering was made only in certain European Economic Area (the "EEA") member states and the United Kingdom and is referred to as the "Share Subscription Offering".
[2] Includes Certificates held in treasury.
[3] The Company's extraordinary general meeting of shareholders that took place on 30 November 2020 adopted a resolution pursuant to which the articles of association of the Company will be amended in order to consolidate the Ordinary Shares.

201214 Fugro press release - Fugro announces the completion of its rights issue.pdf
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Fugro announces its share consolidation
Fugro N.V. (“Fugro” or the "Company") announces the expected timetable for the Share Consolidation (as defined below).

The Company's extraordinary general meeting of shareholders that took place on 30 November 2020 (the "EGM") adopted a resolution pursuant to which the articles of association of the Company will be amended in order to consolidate the ordinary shares (the "Ordinary Shares") in the capital of the Company (the "Share Consolidation"). The purpose of the Share Consolidation is to increase the market value per Ordinary Share and Certificate (as defined below).

As a result of the Share Consolidation, (certificates representing) Ordinary Shares with nominal value of EUR 0.05 each (ISIN NL0000352565) will be consolidated into (certificates representing) Ordinary Shares with an increased nominal value (ISIN NL00150004A7) (the "Consolidated Securities"). The ticker symbol of the certificates representing Ordinary Shares ("Certificates") will not change and will remain FUR. The consolidation ratio (the "Consolidation Ratio") shall be announced on Wednesday 16 December 2020 after 17:40 CET.

Expected timetable for the Share Consolidation is as follows:
Wednesday 16 December 2020 after 17:40 CET: announcement of the Consolidation Ratio
Friday 18 December 2020: last day of trading in the Certificates
Monday 21 December 2020: ex-date – trading in the Consolidated Securities begins
Tuesday 22 December 2020: record date – 17:40 CET
Wednesday 23 December 2020: Share Consolidation effective
If a holder of Certificates holds a number of Certificates that is not exactly divisible in accordance with the Consolidation Ratio, his or her bank or broker will round the number of Certificates held by that holder of Certificates up or down, in accordance with the particular contractual arrangement between that bank or broker and the holder of Certificates. Settlement and rounding-off will be done in the customary manner by the banks or brokers. If a holder of Ordinary Shares in the share register of the Company holds a number of Ordinary Shares that is not exactly divisible in accordance with the Consolidation Ratio, he or she will hold fractional Ordinary Shares. Reference is made to the agenda of the EGM for a more detailed explanation on the consequences of the Share Consolidation for individual shareholders.

In addition, the EGM adopted a resolution pursuant to which the articles of association of the Company will be amended in order to decrease the nominal value of the Ordinary Shares post-Share Consolidation back to EUR 0.05 (the "Capital Reduction"). The Capital Reduction may only take effect after a two-month creditor opposition period has been observed, which began following the EGM.

201214 Fugro press release - Fugro announces its share consolidation.pdf
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