Vivo Energy : Publication of consideration and 2022 special dividend currency exchange rate

Vivo Energy plc

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

LEI: 213800TR7V9QN896AU56

ISIN: GB00BDGT2M75

20 July 2022

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

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") (the "Offer")

Vivo Energy plc (the "Company")

(LSE: VVO / JSE: VVO)

PUBLICATION OF CONSIDERATION AND 2022 SPECIAL DIVIDEND CURRENCY

EXCHANGE RATE

On 8 July 2022, Vivo Energy plc announced the satisfaction of the regulatory and antitrust Conditions to the Offer, declaration of the 2022 Special Dividend (subject to the sanctioning of the Scheme by the Court) and the updated expected timetable of principal events.

It was disclosed in the Scheme Document that Vivo Shareholders who hold their Vivo Shares on the South African Register will receive the Consideration payable to them under the Scheme in South African rand on the relevant payment date. The Consideration payable under the Scheme will be paid in South African rand at the Dollar/ZAR Exchange Rate.

Furthermore, Vivo Shareholders who hold their Vivo Shares on the South African Register will also receive their 2022 Special Dividend (subject to the sanctioning of the Scheme by the Court) in South African rand. Below are the respective amounts converted into South African rand:

	Amount	Exchange Rate	Amount in South
			African cents
Consideration	US$ 1.79 per Vivo Share	US$1.00 : ZAR 17.086150	3058.42085 ZA cents per
			Vivo Share
2022 Special	US$ 0.02 per Vivo Share	US$1.00 : ZAR 17.086150	34.17230 ZA cents per
Dividend			Vivo Share

Vivo Shareholders who hold their Vivo Shares on the South African Register should note that, in accordance with the requirements of Strate, the last day to trade cum 2022 Special Dividend will be Friday, 22 July 2022. For those shareholders subject to Dividends Tax, this will be withheld at the rate of 20% from the amount of the gross 2022 Special Dividend of 34.17230 ZA cents per Vivo Share paid to South African shareholders, unless a shareholder qualifies for an exemption. After the Dividends Tax has been withheld, the net 2022 Special Dividend will be 27.33784 ZA cents per Vivo Share.

Additional informational on tax is disclosed in the Scheme Document dated 17 December 2021. If you are uncertain as to the tax treatment of the 2022 Special Dividend, you should consult with your own tax advisor.

The Company had a total of 1,266,941,899 ordinary shares in issue at today's date.

The Consideration for each Scheme Share and the 2022 Special Dividend per Vivo Share (subject to the sanctioning of the Scheme by the Court) will be paid on Thursday, 28 July 2022 to Vivo Shareholders who hold their Vivo Shares on the South African Register at the close of business on Wednesday, 27 July 2022.

Terms defined in the Scheme Document dated 17 December 2021 have the same meanings in this announcement.

ENDS

For further information, please contact:

Media contacts:	Investor contacts:
Vivo Energy plc	Vivo Energy plc
Rob Foyle, Head of Communications	Giles Blackham, Head of Investor Relations
[phone]	[phone]
[e-mail]	[e-mail]

Tulchan Communications LLP (public	VIP II Blue B.V.
relations adviser to Vivo Energy plc)	Andrea Schlaepfer, Head of Corporate
Martin Robinson, Suniti Chauhan, Harry Cameron	Communications
[phone]	[phone] / [phone]
[e-mail]

Brunswick LLP (public relations adviser to

BidCo)

Patrick Handley [phone]

JSE Sponsor:

J.P. Morgan Equities South Africa (Pty) Ltd

Important Notices:

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.

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 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.

However, if BidCo were to elect (with the consent of the Panel) to implement the Offer by means of a takeover offer, such takeover offer shall be made in compliance with all applicable United States laws and regulations,

including any applicable exemptions under the US Exchange Act. Such a takeover would be made in the United States by BidCo and no one else.

In the event that the Offer is implemented by way of a takeover offer, in accordance with normal United Kingdom practice, BidCo or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Vivo outside of the United States, other than pursuant to the Offer, until the date on which the Offer and/or Scheme becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements to purchase shall be disclosed as required in the UK, shall be reported to a Regulatory Information Service and shall be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in South Africa, on 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.

Each Vivo Shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Offer applicable to them, including under applicable United States state and local, as well as overseas and other, tax laws.

Financial information relating to Vivo included in this announcement and the Scheme Document has been or shall have been prepared in accordance with accounting standards applicable in the United Kingdom and may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

Vivo is organised under the laws of a country other than the United States. Some or all of the officers and directors of Vivo, respectively, are residents of countries other than the United States. In addition, most of the assets of Vivo are located outside the United States. As a result, it may be difficult for US shareholders of Vivo to effect service of process within the United States upon Vivo or its officers or directors or to enforce against them a judgment of a US court predicated upon the federal or state securities laws of the United States.

Forward-looking statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Offer, and other information published by BidCo contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of BidCo about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.

The forward-looking statements contained in this announcement include statements relating to the expected effects of the Offer on BidCo, the Vitol Group, the Vivo Group and Vivo (including their future prospects, developments and strategies), the expected timing and scope of the Offer and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward- looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "projects", "strategy", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Although BidCo believes that the expectations reflected in such forward-looking statements are reasonable, BidCo can give no assurance that