Vivo Energy : Satisfaction of Regulatory and Antitrust Conditions, 2022 Special Dividend and Updated Expected Timetable of Events

Vivo Energy plc

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

LEI: 213800TR7V9QN896AU56

ISIN: GB00BDGT2M75

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

FOR IMMEDIATE RELEASE

8 July 2022

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")

SATISFACTION OF REGULATORY AND ANTITRUST CONDITIONS, 2022 SPECIAL DIVIDEND

AND UPDATED EXPECTED TIMETABLE OF PRINCIPAL EVENTS

On 25 November 2021, the boards of Vivo Energy plc (the "Company" or "Vivo") and BidCo announced that they had reached agreement on the terms of a recommended cash offer for all of the issued and to be issued ordinary share capital of the Company not already owned by the Existing Vitol Shareholders (the "Offer"). The Offer is to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Act (the "Scheme"). Full details of the Offer are set out in the Scheme Document published on 17 December 2021 (the "Scheme Document"). Unless otherwise defined, capitalised terms used in this Announcement have the same meanings as set out in the Scheme Document.

On 20 January 2022, Vivo announced that the requisite majorities of eligible Scheme Shareholders had approved the Scheme at the Court Meeting and the Special Resolution to implement the Scheme at the General Meeting.

The Offer is subject to the Conditions set out in Part III of the Scheme Document, including the receipt of certain regulatory and antitrust approvals. Vivo and BidCo are pleased to announce that all of the Conditions

relating to regulatory and antitrust approvals have now been satisfied. Accordingly, and as set out in more detail below, it is now expected that the Scheme will become effective on 25 July 2022.

2022 Special Dividend

As the Effective Date is expected to occur prior to the 2022 Interim Dividend Record Date, in line with the terms of the Offer set out in the Scheme Document, the Company is pleased to declare (subject to the sanctioning of the Scheme by the Court) the 2022 Special Dividend of USD $0.02 per Vivo Share.

The 2022 Special Dividend will be payable (subject to the sanctioning of the Scheme by the Court and without any consequential reduction in the Consideration) on or before 8 August 2022 to all Vivo Shareholders on the register of members of the Company as at 6.00 p.m. on 22 July 2022 (except the Helios Entities, which have each agreed to waive the right to receive the 2022 Special Dividend). The 2022 Special Dividend will be paid from distributable reserves.

The default currency for payment of dividends by the Company is in US dollars. However, Vivo Shareholders who hold their Vivo Shares through the London Stock Exchange can elect to have dividends paid in pound sterling ("GBP") by completing a Dividend Currency Election Form (the "Form"). A copy of the

Form can be found on the Company's website at http://investors.vivoenergy.com/shareholder-information/dividend-information. The option to elect a GBP dividend payment for the 2022 Special Dividend will be available to shareholders until 22 July 2022, by which date the Form needs to be returned duly completed to Equiniti Limited ("Equiniti"), Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, United Kingdom. All enquiries regarding the Form should be sent to the same address or by telephone to Equiniti on: 0371 384 2030 (and if outside the United Kingdom (UK) on: [phone]). Calls are charged at the standard geographic rate and will vary by provider. Calls outside the UK will be charged at the applicable international rate. Lines are open Monday-Friday08:30-17:30 (BST) except public holidays in England and Wales.

CREST shareholders must elect via CREST.

The GBP equivalent dividend payment will be announced on or around 27 July 2022.

Vivo Shareholders who hold shares through the Johannesburg Stock Exchange will receive their dividend in South African rand. The South African rand equivalent dividend payment will be announced on or around 20 July 2022.

Vivo Shareholders on the South African Register should note that, in accordance with the requirements of Strate, the last day to trade cum- dividend will be Friday 22 July 2022.

2⎪12

Next steps and timetable

The Scheme remains subject to certain other Conditions, including sanction by the Court at the Court Hearing (scheduled to take place on 22 July 2022) and the delivery of a copy of the Court Order to the Registrar of Companies. Subject to the Scheme receiving the sanction of the Court and the delivery of a copy of the Court Order to the Registrar of Companies, the Scheme is expected to become effective on 25 July 2022.

The expected timetable of principal events for the implementation of the Scheme is set out below. If any changes to the key dates and/or times set out in the timetable are made, Vivo and BidCo will give notice of this change by issuing an announcement through a Regulatory Information Service and by making such announcement available on Vivo's website at www.vivoenergy.com.

Principal events in the UK

Event

Last time and date for transfers between the UK Register and the South African Register

Court Hearing

Last day of dealings in, and for registration of transfers of, and disablement in CREST of, Vivo Shares

Last day for receipt of Form of Election for Currency Election / Election Return Time relating to the Scheme

Expected date and time (UK time)

4.00 p.m. on 18 July 2022

22 July 2022

22 July 2022

1.00 p.m. on 22 July 2022

Last day for receipt of Dividend	5.00	p.m. on 22 July 2022
Currency Election Form relating to
the 2022 Special Dividend
Scheme and 2022 Special Dividend	6.00	p.m. on 22	July 2022
Record Time
Suspension of listing and dealings	7.30	a.m. on 25	July 2022
in Vivo Shares
Effective Date of the Scheme		25	July 2022
Cancellation of listing of Vivo	By 8.00	a.m. on 26	July 2022
Shares

3⎪12

Latest date for despatch of	8 August 2022
cheques/settlement through CREST
Principal events in South Africa
Event	Expected date and time (SAST)
Latest time and date for transfers	5.00 p.m. on 18 July 2022
between the South African Register
and the UK Register
Application for the delisting of	19	July 2022
shares lodged with the JSE
Currency Exchange Announcement	20	July 2022
Court Hearing	22	July 2022
Finalisation Announcement	22	July 2022
Last date to trade for the Scheme	22	July 2022
and the 2022 Special Dividend on
the JSE
Effective Date of the Scheme	25	July 2022
Suspension of Vivo Shares on the	9.00 a.m. on 25 July 2022
JSE
Record date on the JSE (Scheme and	27	July 2022
2022 Special Dividend)
Last date to credit accounts with	28	July 2022
the Consideration and the 2022
Special Dividend through the Strate
system (or in the case of
Certificated SA Shareholders, by
electronic funds transfer into
their South African bank accounts)
Cancellation of listing of Vivo	29	July 2022
Shares on the JSE

A further announcement will be made when the Court sanctions the Scheme.

4⎪12

Enquiries:
BidCo	+44	20	7973	4230	/
Andrea Schlaepfer	[phone]
Head	of Corporate Communications
HSBC	(Financial adviser to BidCo)	+44	20	7991	8888

Keith Welch

Alex Thomas

James Novelli

Joe Weaving

Brunswick LLP (public relations adviser to BidCo)[phone]

Patrick Handley

Vivo Energy plc	+44	20 3034	3735
Giles Blackham
Head of Investor Relations
Rob Foyle
Head of Communications
J.P. Morgan Cazenove	+44	20 7742	4000
(Joint financial adviser and corporate broker to Vivo)
Dwayne Lysaght
James Janoskey
Richard Walsh
Rothschild & Co
(Joint financial adviser to Vivo)	+44	20 7280	5000
John Deans
Edoardo Fassati
Numis Securities (Corporate broker to Vivo)	+44	207 260	1000
Stuart Dickson
George Price

JSE Sponsor to Vivo:

J.P. Morgan Equities South Africa Proprietary Limited

Tulchan	Communications
(public	relations adviser to Vivo)	[phone]

Martin Robinson

Harry Cameron

Akin Gump LLP is acting as legal adviser to BidCo as to English law. Freshfields Bruckhaus Deringer LLP is acting as legal adviser to Vivo as to English Law. Bowmans is acting as legal adviser to BidCo as to South African Law and Werksmans is acting as legal adviser to Vivo as to South African law.

5⎪12