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Ontex Group NV Major Shareholding Notification 2014

Aug 7, 2014

3985_mrq_2014-08-07_f7959b72-303e-410c-8496-2d730721445d.pdf

Major Shareholding Notification

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PRESS RELEASE Regulated information

Ontex: Transparency Declaration Notification

Disclosure made according to the requirements of Article 14 of the law of 2 May 2007

Aalst-Erembodegem (Belgium), 7 August 2014 – Ontex Group NV ("Ontex") discloses the notification of significant shareholdings that it has received according to the Belgian Law of 2 May 2007 on the disclosure of significant shareholdings in listed companies.

On 4 August 2014, The Goldman Sachs Group, Inc. and TPG Group Holdings (SBS) Advisors, Inc., and their affiliated entity Whitehaven B S.à r.l., and former/current members of the executive management team of Ontex, notified Ontex that they had, on an aggregate basis, as a result of sales of shares, crossed the threshold of 55%, to 51.02%.

According to its obligation Ontex publishes the content of the notification that it has received.

Date of Notification: 4 August 2014

Date Threshold Crossed: 29 July 2014

Threshold Crossed: 55.00%

Notification by (parent undertaking or a controlling person; and persons acting in concert who have concluded an agreement to hold, acquire or dispose of securities):

The Goldman Sachs
Group, Inc.
200, West Street, New York , New York 10282, USA
TPG Group Holdings 301, Commerce Street, Suite 3300, Fort Worth, Texas 76102,
(SBS) Advisors, Inc. USA
Whitehaven B S.à r.l. 2, rue du Fossé, 1536 Luxembourg, Grand-Duchy of Luxembourg
Former/current members
of the executive
management team of
Ontex

Denominator on the date of notifications: 68,055,555 shares

Voting rights and assimilated financial instruments:

Notification of 4 August 2014:

Previous After the transaction
notification
# voting # voting rights % of voting rights
rights
Holders of Linked to Not linked Linked to Not linked
voting rights securities to securities securities to securities
The Goldman
Sachs Group. Inc 0 0.00%
TPG Group 0 0.00%
Holdings (SBS)
Advisors, Inc.
Whitehaven B 34,716,321 30,664,656 45.06%
Subtotal 34,716,321 30,664,656 45.06%
Former member of
the executive 1,015,351 918,187 1.35%
management of
Ontex
Other
former/current
members of the 3,314,144 3,140,890 4.62%
executive
management of
Ontex
TOTAL 34,723,733 0 51.02% 0.00%

Chain of controlled entities through which the shareholding is effectively owned:

The TPG entities and Goldman Sachs entities referred to in the attached chart are funds advised by affiliates of TPG Group Holdings (SBS) Advisors, Inc. and The Goldman Sachs Group, Inc., respectively.

Additional information:

In connection with the initial public offering of the shares of Ontex, Whitehaven B S.à r.l., on the one hand, and certain of the former members and current members of the executive management team of Ontex referred to above, on the other hand, had granted to the underwriters an over-allotment option whereby the underwriters were entitled to purchase from them up to an aggregate amount of 4,322,083 additional shares of the company for the purpose of covering sales of shares in excess of the shares initially offered in the offering and for the purpose of facilitating stabilization activities, if any. The transparency declaration is prompted by the fact that such option has been exercised in full by the underwriters.

The former members or current members of the executive management team of Ontex referred to above have entered into arrangements with Whitehaven B S.à r.l. aimed at preserving, to the extent provided and on the terms and conditions set out therein, the economic entitlements of the original equity interests and options that the individuals had in the group pre-IPO, which will depend among other things on the success of future sales by Whitehaven B S.à r.l. B of its Ontex Group shares. These arrangements comprise, among others, certain earnings/vesting arrangements and orderly marketing arrangements. These arrangements may characterize as an "agreement to hold, acquire or dispose of securities" under article 3, §1, 13°, c) of the

Belgian law of 2 May 2007 on the disclosure of major shareholdings, and accordingly may be deemed to constitute a concerted action between the parties to such arrangements.

Notifications of significant shareholdings to be made according to the Law of 2 May 2007 should be sent to: [email protected]

This notification will be posted on: http://www.ontexglobal.com/press-room

INVESTOR ENQUIRIES

Fairvue Partners Hannah Jethwani & Severine Camp +44 20 7614 2900 [email protected]

About Ontex

Ontex is a leading manufacturer of branded and retailer brand hygienic disposable products across Europe, the Middle East and Africa. The Company primarily sells its products to retailers, helping them to establish or enhance their own brands. While historically Western Europe has been the Company's largest geographic market in terms of sales (68% of sales in 2013), the Company also has a growing presence in emerging markets where it offers both retailer brands and its own brands, with the mix varying by product category and geography. The Company believes that it operates a strong and diversified business across multiple geographies and serves a blue chip customer base with high quality products in core, resilient and nondiscretionary categories.