DISCLAIMER – IMPORTANT You wish to access a web page dedicated to documents and information relating to the potential cross-border merger by acquisition of ARGAN S.A. (“ARGAN”) by Warehouses De Pauw NV/SA (“WDP”), pursuant to the Articles 12:106 et seq. of the Belgian Code of Companies and Associations”) and L. 236-31 to L. 236-45 and R. 236-20 to R. 236-34 of the French Commercial Code (the “Envisaged Merger”). The ordinary shares to be issued in connection with the Envisaged Merger may not be offered or sold in the United States except pursuant to an effective registration statement under the US Securities Act of 1933, as amended (“Securities Act”), or pursuant to a valid exemption from registration. WDP expects to offer its ordinary shares in connection with the Envisaged Merger in reliance on the exemption from registration provided by Rule 802 under the Securities Act (“Rule 802”). If Rule 802 is unavailable, it will instead offer those ordinary shares (i) in the United States, pursuant to a registration statement under the Securities Act, and (ii) outside the United States, in reliance on the exemption from registration provided by Regulation S under the Securities Act (“Regulation S”). To allow you to view information on this part of this website, you must read this notice and then click “YES”. If you are unable to agree, you must click “NO”. Viewing the materials you are seeking to access may not be lawful in certain jurisdictions. Any person who wishes to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so. If you have any doubt as to whether you are in compliance with applicable restrictions, you must not access any page on this website. The documents and information relating to the Envisaged Merger (including all legally required corporate documentation in relation to the Envisaged Merger, amongst other things the common draft terms of a cross-border merger by acquisition of ARGAN by WDP (the “Merger Documentation”)) are for informational purposes only and do not constitute or form a part of an offer or solicitation to acquire, purchase, subscribe for, sell or exchange any securities in Australia, Hong Kong, Canada, Japan, New Zealand, South Africa, Switzerland and the United Kingdom, or any other state or jurisdiction where to do so would constitute a violation of the laws of that state or jurisdiction or would require additional documents to be completed or registered, or require any measure to be undertaken in addition to the requirements under Belgian or French law. The Envisaged Merger is only addressed to ARGAN shareholders resident in, and located in, France, Belgium, another Member State of the European Economic Area where the Envisaged Merger does not constitute a public offering within the meaning of Regulation ((EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, and any implementing measure in the relevant Member State of the EEA, and/or the United Kingdom and in the United States. The Envisaged Merger does not constitute an offering in France, Belgium, the United Kingdom or another state or jurisdiction, other than the United States, where the offering will be made pursuant to Rule 802 or pursuant to a registration statement under the Securities Act. No action has been or will be taken to permit an offering in any state or jurisdiction other than the United States. There is no offering being made in or into Australia, Hong Kong, Canada, Japan, New Zealand, South Africa and Switzerland. Accordingly, viewing this area of the website is not permitted if you are present or resident in Australia, Hong Kong, Canada, Japan, New Zealand, South Africa and Switzerland, and copies of the material contained herein must not be sent, mailed or otherwise transmitted in, into or from the United States, Australia, Hong Kong, Canada, Japan, New Zealand, South Africa and Switzerland. THE SECURITIES DESCRIBED IN THE MATERIALS YOU ARE SEEKING TO ACCESS HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT (OTHER THAN PURSUANT TO THE REGISTRATION STATEMENT REFERRED TO ABOVE) AND MAY NOT BE OFFERED, SOLD, RESOLD, DELIVERED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO SUCH REGISTRATION STATEMENT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. For the purposes of this disclaimer, “United States” means the United States of America, its territories and possessions, any one of these States, and the District of Columbia. The Envisaged Merger is to be considered solely on the basis of the Merger Documentation that would contain the full terms and conditions of the Envisaged Merger. Any decision made in relation to the Envisaged Merger should be made solely and only on the basis of the information provided in the Merger Documentation. The information contained in the Merger Documentation is neither to be published, released, broadcasted, disseminated or distributed, directly or indirectly, in states or jurisdictions other than France or Belgium, nor to be made available to residents of such states or jurisdictions, and you should not forward, distribute or send any materials on this area of the website in or into any such state or jurisdiction. The holders of shares of ARGAN located outside of France or Belgium can only participate in the Envisaged Merger if permitted by the local laws to which they are subject, without ARGAN or WDP having to carry out additional formalities. Participation in the general meetings of shareholders relating to the Envisaged Merger and the distribution of the Merger Documentation as well as of any information relating to the Envisaged Merger may be subject to particular restrictions applicable in accordance with laws in effect outside France or Belgium, including, notably, registration, qualification or other requirements. Accordingly, without prejudice to the foregoing restrictions regarding Australia, Hong Kong, Canada, Japan, New Zealand, South Africa and Switzerland, persons in possession of the Merger Documentation and any information relating to the Envisaged Merger are required to obtain information on any applicable local restrictions and to comply therewith. Failure to comply with these restrictions could constitute a violation of applicable securities and/or stock market laws and regulations in one of these states or jurisdictions. ARGAN, WDP, their affiliates and their advisors decline, to the fullest extent permitted under applicable law, any liability for any violation, by any person, of any such local rules and restrictions. It is your responsibility to ensure that you comply with all applicable laws and regulations. If you have any doubt as to whether you are in compliance with applicable restrictions, you must not access any page on this website. Accordingly, for the reasons mentioned above, the access to information and documents contained in the web pages that follow is limited to the sole holders of shares of ARGAN or WDP residing in France or Belgium. The Envisaged Merger shall be governed only by the Merger Documentation. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE MERGER DOCUMENTATION AS IT CONTAINS IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING THE ENVISAGED MERGER. INFORMATION FOR US HOLDERS OF ARGAN SHARES The Envisaged Merger will involve the exchange of securities of a public limited liability company incorporated in Belgium and a public limited company incorporated in France. The offer of ordinary shares in the Envisaged Merger is subject to disclosure requirements of a foreign country that are different from those of the United States. Financial statements included or referred to in the materials you are seeking to access, if any, have been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies. It may be difficult for you to enforce your rights and any claim you may have arising under the US federal securities laws, since WDP is located in a foreign country, and some or all of its officers and directors may be residents of a foreign country. You may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the US securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a US court's judgment. You should be aware that WDP may purchase securities otherwise than under the exchange offer, such as in open market or privately negotiated purchases. In connection with the Envisaged Merger, WDP may file with the US Securities and Exchange Commission (the “SEC”) a registration statement on Form F-4, which includes relevant materials relating to the Envisaged Merger. This webpage and the communications made available on it may be deemed to relate to the Envisaged Merger and may constitute communications made in reliance on Rule 425 under the Securities Act. If so, this communication is not a substitute for any such registration statement or prospectus that WDP will file with the SEC. Investors and security holders of ARGAN are urged to read any registration statement, the prospectus included therein, and any other relevant documents that WDP may file with the SEC, as well as any amendments or supplements to such documents, when they become available, because they will contain important information about ARGAN, WDP and the proposed Envisaged Merger. The registration statement and other documents filed by WDP with the SEC will be available free of charge on the SEC's website at www.sec.gov. This communication is not an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction. Any offer of WDP securities to US holders of ARGAN shares will be made only by means of the prospectus forming part of the effective registration statement. To access this page of our website, which is dedicated to the distribution of documents and information relating to the Envisaged Merger, you must represent, warrant and agree that:
