Press release


Antwerp, February 19, 2025, 7:30 CET | Communication pursuant to article 7:97 BCAC



WorxInvest joins Gimv's Anchor investing approach
• Gimv and WorxInvest are joining forces, combining their strength and firepower, around Gimv's
Anchor investing approach, designed to build long-standing strategic partnerships with leading
growth companies. This will allow these companies to attract long term capital to further expand
their business while being safely anchored.
• Global tech powerhouse Cegeka becomes the first participation of Gimv Anchor.
• The Board of Directors of Gimv NV approved the transfer by Gimv of 25% plus one share of the
newly incorporated company Gimv Anchor Investments BV to WorxInvest NV. This press release
is issued in application of article 7:97 BCAC.


“Through the Anchor investment approach, Gimv strengthens its focus on compounding growth and
value creation. By doing so, Gimv Anchor is open for companies looking for sizeable long term
capital to grow and to anchor them. The significant expansion of Cegeka from an ICT service
provider to a leading tech powerhouse at the heart of the digital transformation in Europe serving a
wide range of customers makes it a perfect first match to further realise a sustained long-term growth
and generate substantial shareholder value within the Anchor investment strategy. Gimv and
WorxInvest are therefore delighted to team up around Anchor and to welcome Cegeka as the first
Anchor investment.”
Filip Dierckx, Executive Chairman of WorxInvest, and Koen Dejonckheere, CEO of Gimv



Gimv and WorxInvest team up around Anchor Cegeka becomes first Anchor investment
Anchor investing is an additional growth dimension Gimv acquired a strategic minority interest in the
as part of Gimv’s accelerated growth strategy Belgian IT expert solutions provider Cegeka Holding
fueled by the recent capital increase. This will be NV (“Cegeka”) (www.cegeka.com) in 2017 to
organized via a newly incorporated entity, Gimv provide additional resources to boost the ambitious
Anchor Investments BV (“Anchor”). Based on Gimv’s growth trajectory of the company as set by the
expertise and experience of building leading founding family Knaepen. Since the start of this
companies, Anchor wishes to embark on a long- collaboration and thanks to the expert guidance of
term pathway for growth together with companies CEO Stijn Bijnens, Cegeka has further evolved into a
that have a promising long-term growth potential. global tech powerhouse with a presence in 17
They can count on Anchor as a strong reference countries on 3 continents, around 10,000 employees
shareholder providing capital, knowledge and and expected revenues in 2024 of around EUR 1.3bn.
experience to support that further growth. It is a paragon of sustainable growth and Gimv and
WorxInvest are proud to welcome Cegeka as the first
The possibility to involve one or more external
participation of Anchor.
investors in this Anchor investing strategy, including in
particular Gimv’s reference shareholder WorxInvest After the completion of this transaction, Gimv's net
NV (“WorxInvest”), was part of the set-up as from the position in Cegeka will represent approximately 10%
start. It allows Gimv to substantially increase its of the total portfolio.
investment tickets and be open for companies
Since 2024, Gimv holds a separate stake in Citymesh
looking for long term capital to grow and to anchor
following the transition of this partnership with Digi
them.
from a subsidiary of Cegeka to a sister company. This
Gimv and WorxInvest have further studied this participation will follow its own course independent
possibility of cooperation and have reached an of Anchor's participation in Cegeka.
agreement on WorxInvest acquiring a stake of 25%
plus one share in Anchor from Gimv.




Gimv NV - Karel Oomsstraat 37, 2018 Antwerp, Belgium - T +32 3 290 21 00 - www.gimv.com 1
Antwerp, February 19, 2025, 7:30 CET | Communication pursuant to article 7:97 BCAC

Press release



Article 7:97 BCAC communication The members of the Committee have appointed
Argo Law BV (represented by Mr. Nico Goossens) as
The board of directors of Gimv has requested the an independent legal expert (within the meaning of
committee of independent directors of Gimv (the article 7:97 BCAC) to assist them in the legal
“Committee”) to issue an opinion in application of assessment of the Transaction and the drafting of the
Art 7:97 of the Belgian Companies and Associations Committee's opinion thereunder and Degroof
Code (the “BCAC”) on the possible sale of 25% plus Petercam Corporate Finance NV, represented by
one share in Anchor by Gimv to WorxInvest at a price Stefaan Genoe and Simon Adeline Henriette as an
of EUR 55,000,000, under the terms and conditions set independent financial expert (within the meaning of
forth in the share purchase agreement between article 7:97 BCAC) to assist them in the assessment
Gimv (as seller) and WorxInvest (as buyer) (the from a financial point of view of the Transaction and
“SPA”) and the term sheet containing the key terms to deliver a fairness opinion.
and conditions of the shareholders' agreement to be
This communication is subject to successful
entered into between Gimv, WorxInvest and Anchor
completion, which is expected before the end of the
(the “Term Sheet” and together the “Transaction”).
2024-25 financial year.
The conclusion of the advice of the Committee in
application of article 7:97 BCAC reads as follows:

“Based on the considerations that have been made,
the assessment of the advantages and
disadvantages of the Decision for the Company and
its shareholders, and the budgeting of the financial
consequences thereof, the Committee, also based
on the advice of independent experts, concludes
that the approval of the Decision is in line with the
Company's policy and is not in the nature of causing
any disadvantage to the Company. Therefore, the
analysis whether such disadvantage is offset by
other elements in the Company's policy or would be
manifestly illegitimate should not be carried out.
Consequently, the Committee [unanimously grants
a positive recommendation] to the board of
directors of Gimv to approve the Decision.”

The auditor's assessment reads as follows:

“Based on our assessment, nothing has come to our
attention that causes us to believe that the financial
and accounting information set forth in the opinion
of the committee of independent directors as at
February 18, 2025 and in the minutes of the board of
directors as at February 18, 2025, which motivates
the intended transaction, is not, in all material
respects, consistent with the information available to
us in the context of our assignment.”

After deliberation of the agenda items and
consideration of the Committee's opinion, the board
of directors of Gimv has decided to approve the
Transaction.




Gimv NV - Karel Oomsstraat 37, 2018 Antwerp, Belgium - T +32 3 290 21 00 - www.gimv.com 2
Antwerp, February 19, 2025, 7:30 CET | Communication pursuant to article 7:97 BCAC

Press release




About Gimv About WorxInvest

Gimv is a European investment company with 45 Antwerp-based WorxInvest has embarked on an
years of experience in private equity and is listed expansion initiative to grow into a progressive,
on Euronext Brussels as well as a member of the growth-oriented and diversified investment
Euronext BEL ESG Index. Gimv currently has a company.
portfolio of more than EUR 1.7 billion consisting of
around 60 portfolio companies, with a combined WorxInvest carries out both direct and indirect
turnover of EUR 4.0 billion and more than 20,000 investments. This includes strategic shareholder
employees. positions as anchor investors in private and public
companies. It also builds a diversified portfolio of
As a recognized market leader in selected best-performing buyout and growth funds active
investment platforms, Gimv identifies across Europe and North America. WorxInvest is
entrepreneurial, innovative companies with high also open to co-investments with these private
growth potential and supports them in their equity funds. Another alternative asset class it is
transformation into market leaders. Gimv's five considering is real estate.
investment platforms are Consumer, Healthcare,
Life Sciences, Smart Industries and Sustainable WorxInvest's overarching goal is to drive long-term
Cities. Each platform works with an experienced sustainable value creation, while striving for
team across Gimv’s home markets of Benelux, positive social impact.
France and DACH, supported by an extended
international network of experts. For more information, please visit
www.worxinvest.com.
Further information on Gimv can be found on
www.gimv.com.

For further information please contact: For further information please contact:

Kristof Vande Capelle, CFO Nils De Bremaeker, CFO
T +32 3 290 22 17 T: +32 3 220 22 54
kristof.vandecapelle@gimv.com nils.debremaeker@worxinvest.com




Gimv NV - Karel Oomsstraat 37, 2018 Antwerp, Belgium - T +32 3 290 21 00 - www.gimv.com 3