Partial privatization of Belfius: invitation to express interest in participating in the transaction as a capital partner alongside the principal shareholders.

Partial privatization of Belfius: invitation to express interest in participating in the transaction as a capital partner alongside the principal shareholders.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

PRIVATE PLACEMENT / NO PUBLIC OFFER – The offering of the shares does not constitute a public offer. SFPIM will offer the shares solely to qualified investors, in accordance with Article 27 of the Belgian Act of 11 July 2018 concerning the public offer of investment securities and the admission of investment securities to trading on a regulated market and Article 1, paragraph 4 (a) of the Prospectus Regulation and, subject to SFPIM’s acceptance, investors qualifying under the applicable laws of one or more other jurisdictions.

Notification by Société Fédérale de Participations et d’Investissement / Federale Participatie- en Investeringsmaatschappij

Société Fédérale de Participations et d’Investissement / Federale Participatie- en Investeringsmaatschappij (acting on a delegated mission (mission déléguée/gedelegeerde opdracht) in accordance with article 2, §3 of the Act of 2 April 1962 for the account of the Belgian State) (SFPIM) is conducting a sale process in respect of up to 20% of the ordinary shares that SFPIM holds in Belfius Bank SA/NV, a public limited liability company (SA/NV) under Belgian law, with registered office at Place Charles Rogier/Karel Rogierplein 11, 1210 Brussels, and registered with the CBE number 0403.201.185 (the Company) (the Transaction). BofA Securities has been mandated as sole financial advisor to SFPIM to conduct this sale process.

Following the close of the expression-of-interest phase for one or more lead investors (each, a Lead Investor), SFPIM is now offering the opportunity to qualified investors to express their interest in participating as capital partners alongside a Lead Investor that has expressed interest in and been admitted to the process for the Transaction.

A qualified investor includes professional or institutional investors within the meaning of the EU Prospectus Regulation. This phase is also open to eligible qualified investors that previously expressed interest in but were not admitted to the process for Lead Investors.

The aim of this call for expressions of interest is for SFPIM to share information to eligible candidate capital partners about the process, its timeline, the Company and the Transaction.  Each candidate capital partner interested in participating in this information-sharing process, must be able to contribute a minimum equity amount of €25,000,000 (twenty-five million euros) for the acquisition of ordinary shares of the Company being sold by SFPIM, alongside a Lead Investor on the terms to be negotiated by such Lead Investor. The other eligibility criteria are available upon request to BofA Securities as explained below.

Unlike the Lead Investor, capital partners will not receive direct or indirect governance rights in relation to the Company.

Candidates interested to participate as potential capital partners through the information-sharing process organised by SFPIM must submit their non-binding expression of interest no later than 20 August 2026 at 12 pm by submitting a written expression of interest to BofA Securities at the following e-mail address: dg.interestinbelfius@bofa.com, including their identity and that of their direct or indirect controlling shareholders and UBO filing. Upon receipt, candidates will receive the eligibility criteria upon request and may receive further questions regarding their eligibility to participate in this process directly from BofA Securities. Once BofA Securities has received and assessed all relevant eligibility information from the candidate capital partners, it will communicate to the candidate whether or not it can participate in the information-sharing process for the Transaction as capital partner.

Eligible candidates will receive further information about the process (including a Q&A) and indicative timeline, as well as access to selected information relating to the Company and the Transaction, subject to entering into a non-disclosure agreement with SFPIM and the Company, to assess such potential investment as a capital partner alongside a Lead Investor on the terms to be negotiated by such Lead Investor.  The terms that the Lead Investor will negotiate for purposes of the Transaction will be known once SFPIM selects the Lead Investor that has been definitively selected for purposes of the Transaction – this is not expected yet in this phase of the capital partner selection process, of which the sole purpose is information sharing.  No binding obligation is expected from the capital partners prior to knowing such terms.

SFPIM, assisted by BofA Securities, will be responsible for admitting potential capital partners to the information-sharing process and, with the Company, intends to provide access to selected information. SFPIM is also responsible for declaring capital partners eligible to make an indirect investment in the Company. The relevant Lead Investor is the party to ultimately decide whether it wishes to invest with eligible capital partners (if any) and to select the capital partners. The Company will not intervene in the eligibility and selection decisions.

SFPIM reserves the right, at any time and in its sole discretion, to amend, suspend, delay or terminate the information-sharing process, treating candidates equally. Participation in the process does not create any right to receive information, to continue in the process, or to be selected as a capital partner.

SFPIM may decide to consider late expressions of interest past the 20 August 2026 deadline to be eligible at its discretion, but subject to equal treatment. If admitted to the information-sharing process following a late expression of interest, candidates may have less time to assess the information or to take an investment decision.

Current candidates to act as Lead Investors, or candidates who would join a consortium formed by a potential Lead Investor will in certain circumstances have the possibility to switch to a candidate capital partner role later in the process, or vice versa, subject to equal treatment. SFPIM will provide the relevant candidates will further information on the applicable conditions.

Lead Investors may also propose candidates for capital partners directly to SFPIM, which will, if considered eligible by SFPIM, then receive the same information as such candidates that have expressed their interest through BofA Securities.

 

Important Notices

United Kingdom – In the context of UK persons, the eligibility criteria referred to above include (a) persons with professional investment experience who qualify as « investment professionals » under section 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the « Financial Promotion Order »), (b) « high net worth companies », « unincorporated associations, » etc. under section 49(2)(a) to (d) of the Financial Promotion Order, or (c) other persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) may otherwise lawfully participate in the offering of the Shares.

United States – This announcement does not constitute an offer to sell, or a solicitation of offers to purchase or subscribe for, securities in the United States. The securities referred to herein have not been, and will not be, registered under the US Securities Act of 1933, as amended (the Securities Act), or the laws of any state or other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state or jurisdiction laws. There has been and will be no public offering of the securities in the United States.

Canada – This announcement is not intended for the general public. No prospectus has been or will be filed with the securities commission of any province or territory of Canada and the Shares will be sold pursuant to a prospectus exemption under the securities laws of Canada. Any party participating in the offer process who is a resident of Canada or is otherwise subject to Canadian securities laws must be (i) an “accredited investor” within the meaning of National Instrument 45-106 – Prospectus and Registration Exemptions and (ii) a “permitted client” within the meaning of National Instrument 31-103 – Registration Requirements, Exemptions and Ongoing Registration Obligations.