TINC N.V.

Share Issue/Capital Change • Dec 3, 2019

An Investment in the New Shares involves substantial risks and uncertainties. Prospective investors must be able to bear the economic risk of an investment in the New Shares, the Preferential Rights or the Scrips and should be able to sustain a partial or total loss of their investment. Prospective investors are advised to carefully consider the information contained in the Prospectus and, in particular the section on "Risk Factors" on page 11, before investing in the New Shares, the Preferential Rights or the Scrips. In such "Risk Factor" section, the most material risk factors have been presented first within each (sub)category.

Not for release, publication or distribution in whole or in part, directly or indirectly, in or into the United States, Canada, Australia, Japan or any other country or any other jurisdiction in which the distribution of this press release is unlawful. Subject to additional restrictions.

Final results of the public offering to subscribe to the capital increase

After a successful private placement of the scrips, existing shareholders and new investors have fully subscribed to the public offering

• On 21 November 2019 TINC launched a public offer to subscribe to maximum 9,090,909 New Shares in the framework of a capital increase in cash with non-statutory preferential rights for a maximum amount of EUR 112,727,272.
• The issue price was set at EUR 12.40 per New Share.
• Three non-statutory preferential rights entitled subscription to one New Share.
• During the subscription period, 84.6% of the New Shares (7,689,359 New Shares) were subscribed for by exercise of non-statutory preferential rights.
• The principal shareholders, Belfius Insurance and Gimv, exercised all of their non-statutory preferential rights.
• During the scrips private placement, 15.4% of the New Shares (1,401,550 New Shares) were subscribed to by exercise of scrips.
• The net proceeds of the non-exercised non-statutory preferential rights, amount EUR 0.43 per coupon no.11, whereby the total amount per holder of non-exercised non-statutory preferential rights shall be rounded down to two decimal places.
• Realisation of the capital increase, payment of the subscription price and delivery of the New Shares is expected 5 December 2019.

• Delivery of the New Shares and admission to trading of the New Shares on Euronext Brussels is expected on 5 December 2019.
• TINC has requested the Financial Services and Markets Authority (FSMA) to suspend the trade in the TINC share on Euronext Brussels on 3 December 2019 until the publication of the final results of the capital increase via this press release.

Manu Vandenbulcke (CEO): "TINC is pleased with the successful completion of the third capital raising since its IPO in 2015. We welcome again that TINC is well received as a listed infrastructure platform as demonstrated by the high percentage of exercised subscription rights. This capital raising enhances the investment capacity and significance of TINC in the capital intensive infrastructure sector. The EUR 112.7 million of new funding provides the firing power to further invest in the growth and diversification of the portfolio."

TINC announces that, after the public offer to subscribe to the capital increase and the successful private placement of the scrips, the existing shareholders and new investors have fully subscribed the public offering.

Today, 3 December 2019, 4,204,651 non-exercised non-statutory preferential rights (scrips) were offered for sale to institutional investors via accelerated private placement procedure. The investors who have purchased these scrips have irrevocably committed themselves to exercise the scrips and to subscribe to one (1) New Share for three (3) non-statutory preferential rights at the subscription price of EUR 12.40 per share. The gross proceeds of the offering thus amounts to the envisaged maximum amount of EUR 112,727,272.

Based on the results of the private placement of the scrips, the net proceeds (after deduction of certain costs) to which the holders of non-exercised statutory preferential rights are entitled, amounts to EUR 0.43 per coupon no. 11, whereby the total amount per holder of non-exercised non-statutory preferential rights shall be rounded down to two decimal places. This amount shall in principle be available and paid out as of 10 December 2019.

Payment of the subscription price, the realisation of the capital increase and the listing of the New Shares on Euronext Brussels is expected to take place on 5 December 2019. After this transaction, the number of issued TINC shares shall rise from 27,272,728 to 36,363,637.

KBC Securities and Belfius Bank acted as Joint Global Coordinators in this transaction. KBC Securities, Belfius Bank, Bank Degroof Petercam and Kempen acted as Joint Bookrunners and Underwriters.

The Prospectus is made available to investors at no cost at the registered office of the Issuer, at Karel Oomsstraat 37, 2018 Antwerp, Belgium. Subject to certain conditions, this Prospectus is also available, on the internet at the following website: www.tincinvest.com/kapitaalverhoging2019 and on the websites of Euronext Brussels, KBC Securities (www.kbc.be/tinc (ENG, NL, FR); https://www.kbcsecurities.com/prospectus-documents-overviews/prospectus-overview (ENG, NL, FR); www.cbc.be/corporateactions (FR); www.bolero.be/nl/tinc (NL); www.bolero.be/fr/tinc (FR)), Belfius Bank NV (www.belfius.be/tinc2019 (ENG, NL, FR)), Degroof Petercam NV (www.degroofpetercam.be/nl/nieuws/tinc_2019 (NL); www.degroofpetercam.be/fr/actualite/tinc_2019 (FR); www.degroofpetercam.be/en/news/tinc_2019 (ENG)) and the FSMA.

The approval of the Prospectus by the FSMA cannot be considered as an endorsement of the New Shares, the Preferential Rights and/or the Scrips.

Caution regarding projections

This press release might include projections that include risks and uncertainties, amongst others announcements regarding plans, targets, expectations and intentions of TINC. Readers are cautioned that these projections hold certain and uncertain risks that are subject to important operational, economic and competitive uncertainties, many of which are beyond TINC's control. If one or more risk or uncertainty may materialize or if basic assumptions prove to be wrong, the final results may substantially deviate from the anticipated, expected, estimated or extrapolated results. Hence, TINC does not take any responsibility as to the accuracy of these projections.

IMPORTANT INFORMATION

This written information should not be distributed, published or transmitted, directly or indirectly in or into the US or US citizens, or in or into Australia, Canada or Japan. The information included in this document does not constitute an offer to subscribe to securities in the United States, Australia, Canada or Japan.

The securities should not be offered or sold in the United States, except when registered in compliance with the applicable securities laws or pursuant to an applicable exemption from the registration requirements. TINC is not taking any action to register any part of the public offering in the United States. This information does not constitute any solicitation to acquire funds, securities or any other compensation, moreover, should any of these be transmitted in response to the information included in this document, they will not be accepted.

A prospectus will be published regarding the offering of shares of the TINC. After publication, a copy of the Prospectus will be available on TINC's website.

This document is not a prospectus and investors should not subscribe for any securities referred to in this document, nor should they acquire such securities, except on the basis of the information included in the Prospectus.

Contact:

Manu Vandenbulcke, CEO TINC T +32 3 290 21 73 – manu.vandenbulcke@tincinvest.com

Bruno Laforce, Investor Relations TINC T + 32 3 290 21 73 – bruno.laforce@tincinvest.com

About TINC

TINC is a listed investment company, participating in companies that realise and operate infrastructure. TINC holds a diversified investment portfolio of participations in public private partnerships, energy and demand based infrastructure, located in Belgium, the Netherlands and Ireland. This investment portfolio generates cash flows of a long term sustainable nature, which form the basis for TINC's distribution policy. The participations are actively monitored by an experienced team of investment and infrastructure professionals with offices in both Antwerp and the Hague. TINC is listed on Euronext Brussels since May 12, 2015.

For more information please visit www.tincinvest.com.