TINC N.V.

Prospectus • 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.

First phase of the public offering in the framework of the capital increase has been successfully completed with about 84.6% of the New Shares already subscribed

Launch of the accelerated private placement of the scrips on 3 December 2019 to institutional investors

• - 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 already subscribed for by exercise of non-statutory preferential rights.
• - The principal shareholders, Belfius Insurance and Gimv, exercised all of their non-statutory preferential rights.
• - The results of the sale of the scrips, the final results of the capital increase and the amount to which the holders of unexercised non-statutory rights shall be entitled, as the case may be, shall be published on 3 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.
• - Delivery of the New Shares is expected on 5 December 2019.

TINC announces that in the framework of its public offer to subscribe to maximum 9,090,909 New Shares against an issue price of EUR 12.40 per New Share, as part of its capital increase in cash with non-statutory preferential rights, already 7,689,359 New Shares were subscribed to by exercise of non-statutory preferential rights (three non-statutory preferential rights entitled subscription to one New Share). This represents a subscription of 84.6% of the maximum amount of EUR 112,727,272.

The subscription period for the non-statutory preferential rights has ended on 2 December 2019. The 4,204,651 non-statutory preferential rights, that have not been exercised during the subscription period, shall be converted in an equal number of scrips that shall be sold in an accelerated private placement reserved for institutional investors. This operation is to take place on 3 December 2019.

The investors who buy scrips, commit themselves irrevocably to subscribe to the remaining New Shares at the same conditions as applying to subscription with non-statutory rights: one (1) New Share at EUR 12.40 for three (3) non-statutory preferential rights in the form of scrips.

The New Shares shall entitle their holders to the full dividends allocated in or for the current financial year started on 1 July 2019.

On 3 December 2019 the trade of the TINC share shall be suspended until after the publication of the results of the accelerated private placement of the scrips.

The results of the sale of the scrips and the end results of the public offering to subscribe shall be published via a new press release, in principle on Tuesday 3 December 2019.

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.