Corbion N.V. — Share Issue/Capital Change 2013

Oct 14, 2013

DATE 14 October 2013

CSM nv Nienoord 13 • 1112 XE Diemen PO Box 349 • 1000 AH Amsterdam The Netherlands

T +31 (0)20 590 6911 F +31 (0)20 695 1942 press@corbion.com www.corbion.com www.meetcorbion.com

Corbion's share buyback program: Tender Offer details

Corbion (the trade name of CSM nv) is launching a tender offer ("Tender Offer") for the Corbion ordinary shares for up to € 145 million in cash. Shareholders can tender their Shares at a price per Share between € 17.50 and € 19.25 from 15 October 2013 up to and including 12 November 2013. The Tender Offer is part of the company's € 250 million cash return program announced on 17 July 2013 and is the remaining balance of the € 50 million interim dividend payment on 25 July 2013 and the € 55 million repurchased under the open market share and financing preference share buyback program, which ran up to and including 10 October 2013.

1. Introduction

Corbion is offering to purchase ordinary shares in the capital of the company ("Shares") for up to € 145 million in cash. The price paid per Share (the "Clearing Price") will be determined through a reverse bookbuilding process, by which holders of Shares ("Shareholders") can tender their Shares at a price per Share specified by themselves (the "Tenders"), between € 17.50 (the "Minimum Price") and € 19.25 (the "Maximum Price"). The Minimum Price is based on Corbion's volume weighted average price (the "VWAP") during 7 October 2013 up to and including 11 October 2013.

The Tender Offer period will start on 15 October 2013 at 7.00am CET and, unless extended, will end on 12 November, 2013 at 6.00pm CET (the "Closing Date"). In the event that the Tender Offer period is extended or the terms have been amended, Corbion will make an announcement to that effect, no later than 11 November 2013, 8.00am CET.

Corbion will announce the number of Shares repurchased, the Clearing Price and the allocation as soon as reasonably possible following the Closing Date but no later than three business days thereafter. Payment to the Shareholders whose Shares are accepted by Corbion will take place no later than three business days after the day on which Corbion announced that it repurchased the allocated Shares under the Tender Offer.

For further information regarding the Tender Offer procedure and/or your Tender, please contact your financial intermediary, custodian, bank or stock broker.

2. Tender Offer timetable (dates are subject to extension)
Date on which Tender Offer opens	7.00am CET 15 October 2013
Closing date (Tender Offer closes)	6.00pm CET 12 November 2013
Announcement date (date of purchase, announcing
number of shares, Clearing Price and acceptance)	No later than 13 November 2013
Settlement date	18 November 2013

3. Tender Offer period

Shareholders are requested to make their Tenders known through their financial intermediary, custodian, bank or stockbroker no later than 6.00pm CET 12 November 2013. The financial intermediary, custodian, bank or stockbroker may set an earlier deadline for Shareholders to enable the financial intermediary, custodian, bank or stockbroker to communicate their tenders to ABN AMRO Bank N.V. (the "Tender Agent"), in a timely manner.

4. Determination of Clearing Price

The Clearing Price is the price at which the Shares will be acquired by Corbion under the Tender Offer, as a result of the reverse bookbuilding process, also known as a "Dutch auction". In tendering Shares, Shareholders must specify the number of Shares tendered and the purchase price they would be willing to receive in exchange for each Share. The Tender may state multiple combinations of Shares and purchase prices. The Tender Agent will aggregate the Tenders and determine a Clearing Price, in accordance with the Acceptance Procedure below (Section 5).

Next to Tenders at the Minimum Price and Maximum Price, Tenders can be made in increments of € 0.10 per Share (e.g. € 17.50, € 17.60, € 17.70 etc.). Tenders can also be made at strike (bestens) (the "Strike Tenders"). Any Tender not specifying a price will be treated as a Strike Tender. Tenders outside the price range will not be accepted and will be disregarded for the purpose of calculating the Clearing Price as described above.

Subject to Section 5 below, (i) each Shareholder who tendered its Shares at the Minimum Price, (ii) each Shareholder who tendered its Shares at strike (bestens) or (iii) each Shareholder who tendered its Shares at or below the Clearing Price will receive the Clearing Price for the accepted Shares by Corbion under the Tender Offer.

A possibility exists that the total € 145 million can be covered by Strike Tenders only. In this case the Clearing Price will be set at the Minimum Price.

In any case, according to Corbion's authorisation from the shareholders' meeting, the Clearing Price will not be more than the average of the highest price per Share on each of the five trading days preceding the date of purchase (13 November 2013), increased by 10%.

5. Acceptance Procedure

If the Shares tendered under the Tender Offer at the Clearing Price (including Strike Tenders) exceed € 145 million, then the Tenders will be accepted as follows.

Acceptance of Tenders at the Clearing Price will be in the following order:

a) All Shares tendered at the Minimum Price; If the Clearing Price is set at the Minimum Price and the tendered amount at Minimum Price exceeds € 145 million, then pro rata acceptance will take place.

b) All Strike Tenders;

If the Clearing Price is set at the Minimum Price and the tendered amount at Minimum Price and Strike Tenders exceeds € 145million, then pro rata acceptance will take place over the Strike Tenders.

• c) All Shares tendered between the Minimum Price and the Clearing Price; and
• d) All additional Shares tendered at the Clearing Price. In the situation the amount tendered at the Clearing Price exceeds € 145 million there will be a pro rata allocation in this bracket.

Corbion will announce the details on the acceptance, such as the number of Shares accepted, the Clearing Price and the proration factor no later than 13 November 2013, subject to extension.

Corbion reserves the right to alter the terms of the Tender Offer at any time, including to reduce the size of the Tender Offer, alter the timetable or change the Maximum or Minimum Price. If applicable, Corbion will make an announcement to that effect no later than 11 November 2013, 8.00am CET.

It is possible that a limited amount of Tenders, specifying a price at the high end of the price range, could significantly increase the final Clearing Price ("Outliers"). Specifically if the total amount tendered is less than € 145 million, the Outliers could have a disproportional impact on the Clearing Price. To ensure a fair process and only if the total amount tendered is less than € 145 million, Corbion reserves the right to reject any Outliers up to an aggregate value of 10% of the total amount tendered.

6. Settlement

Settlement will occur on 18 November 2013, subject to extension. On settlement, Corbion will pay the Clearing Price for each accepted tendered Share. Corbion will not withhold any dividend withholding tax on this payment.

7. Shareholder communication and helpline

ABN AMRO will act as Tender Agent for the Tender Offer. For any technical questions regarding the Tender Offer process, please contact the ABN AMRO Corporate Broking team (0031) (0) 20 344 2000 or toll-free number +800 2226 2776.

8. Restrictions

The Tender Offer is not made in or into any jurisdictions where it is unlawful to do so. Corbion and the Tender Agent will not be held liable for offers from, or on behalf of, holders of the Shares in any jurisdiction in which the making of the Tender Offer will not be in compliance with the laws or regulations of such jurisdiction or would require any registration or filing with any regulatory authority. Persons having obtained any document relating to the Tender Offer must observe legal restrictions in force locally. Non-compliance with legal restrictions may constitute a breach of applicable laws and regulations.

Corbion and the Tender Agent shall not have any liability in the event of any breach of the applicable legal restrictions.

Shareholders are requested to consult their independent tax advisors regarding the tax consequences of making a Tender under this Tender Offer.

9. Advisors

Corbion is being advised by ABN AMRO Corporate Finance & Capital Markets and Allen & Overy.

For more information, please contact:

Press: Saskia Nuijten, Director Corporate Communications, T +31 (0)20 5906320, M +31 (0)6 21 812 453 Analysts and investors: Jeroen van Harten, Director Investor Relations M +31(0)6 21 577 086

Background information:

Corbion: biobased solutions, designed by science, powered by nature, and delivered through dedication.

Corbion is the global market leader in lactic acid, lactic acid derivatives and lactides, and a leading company in functional blends containing enzymes, emulsifiers, minerals and vitamins. The company delivers high performance biobased products made from renewable resources and applied in global markets such as bakery, meat, pharmaceuticals and medical devices, home and personal care, packaging, automotive, coatings and coating resins. Its products have a differentiating functionality in all kinds of consumer products worldwide. In 2012, Corbion generated annual sales of € 753 million and had a workforce of 1,800 employees. Corbion is listed on NYSE € onext Amsterdam (listing name is CSM). For more information: www.corbion.com