Tessenderlo Group nv — AGM Information 2014

May 2, 2014

TESSENDERLO CHEMIE limited liability company 1050 Brussels, rue du Trône 130 Enterprise number 0412.101.728 Register of Legal Persons Brussels

The board of directors has the honour to invite the shareholders to the ORDINARY GENERAL SHAREHOLDERS' MEETING of Tessenderlo Chemie NV to be held on Tuesday June 3rd, 2014 at 11.00 a.m.

This general meeting will, irrespective of the number of shares represented, validly deliberate and decide on the agenda in section I. below.

The meeting will take place at the following location: Diamond Conference Centre, Bd. A. Reyers 80, 1030 Brussels.

I. AGENDA ORDINARY GENERAL MEETING

• 1. Examination of the statutory annual accounts and the consolidated annual accounts for the financial year closed on December 31st, 2013, of the annual report of the board of directors and of the report of the statutory auditor with respect to said annual accounts.
• 2. Approval of the statutory annual accounts for the financial year closed on December 31st, 2013 and allocation of the result.

Proposed resolution:

The shareholders' meeting approves the statutory annual accounts for the financial year closed on December 31st, 2013, as well as the allocation of the result, as proposed by the board of directors.

In view of the financial results of the company and taking into account the financial situation of Tessenderlo Group, the shareholders' meeting approves the proposal of the board of directors not to distribute any dividends over the year 2013.

3. Corporate governance – approval of the remuneration report.

Proposed resolution:

The shareholders' meeting approves the remuneration report of the company regarding the financial year 2013.

4. Discharge to the members of the board of directors and the statutory auditor.

Proposed resolutions:

a) By separate vote and in accordance with article 554 of the Belgian company code, the shareholders' meeting gives discharge to the members of the board of directors for the execution of their mandate during the financial year ended on December 31st, 2013.

b) By separate vote and in accordance with article 554 of the Belgian company code, the shareholders' meeting gives discharge to the statutory auditor for the execution of his mandate during the financial year ended on December 31st, 2013.

5. Appointment of directors.

a) Appointment of Mr Luc Tack as (executive) director.

Further to the resignation of Mr Didier Trutt on November 6th, 2013, Mr Luc Tack has been co-opted as a director of the company with effect as from November 13th, 2013.

On the basis of the advice of the appointment and remuneration committee, the board of directors recommends to appoint Mr Luc Tack as director, because of the professional skills of the latter as they are apparent from the below curriculum vitae.

On December 18th, 2013, Mr Luc Tack was appointed CEO of Tessenderlo Group, a role he shares with Melchior de Vogüé.

Mr Luc Tack is Managing Director of the Picanol Group (Picanol NV). The Picanol Group is an international group specialized in the development, production and sale of weaving machines and other high-technology products, systems and services. Since November 2013, the Picanol Group, through one of its daughter companies, became the main shareholder of Tessenderlo Chemie NV.

Mr Luc Tack is a genuine entrepreneur who owns and runs an extended global network of businesses in various industries such as cleaning and water treatment and the production and trading of home textiles.

Proposed resolution:

The shareholders' meeting appoints Mr Luc Tack as director for the remaining duration of the mandate of Mr Didier Trutt. Consequently, the mandate of Mr Luc Tack will end after the shareholders' meeting approving the annual accounts for the financial year closed on December 31st, 2014.

b) Appointment of Mr Melchior de Vogüé as (executive) director.

Further to the resignation of Mr Frank Coenen on December 18th, 2013, Mr Melchior de Vogüé has been co-opted as a director of the company with effect as from December 18th, 2013.

On the basis of the advice of the appointment and remuneration committee, the board of directors recommends to appoint Mr Melchior de Vogüé as director, because of the professional skills of the latter as they are apparent from the below curriculum vitae, as well as because of the thorough understanding Mr de Vogüé acquired of the company's business in his position of CFO of the company.

On December 18th, 2013, Mr Melchior de Vogüé was appointed CEO of Tessenderlo Group, a role he shares with Luc Tack.

Of Brazilian and French descent, Mr Melchior de Vogüé received his Bachelor of Science in Management from the University of Paris Dauphiné, a diploma from the HEC Business School in France and graduated from the French Society of Financial Analysts. Originally a financial analyst for five years at Lazard Frères Investment Bank, he then held various roles over the course of 12 years at Group Suez, including several CFO positions in subsidiaries in the UK and US. This was followed by a role of group CFO and member of the management board of Arjowiggins in Paris for five years. He joined Tessenderlo Group as Chief Financial Officer mid 2009.

Proposed resolution:

The shareholders' meeting appoints Mr Melchior de Vogüé as executive director for for the remaining duration of the mandate of Mr Frank Coenen. His mandate will end after the shareholders' meeting approving the annual accounts for the financial year closed on December 31st, 2016.

c) Appointment of Mr Stefaan Haspeslagh as (executive) director.

Further to the resignation of Mr Michel Nicolas on November 6th, 2013, Mr Stefaan Haspeslagh has been co-opted as a director of the company with effect as from November 13th, 2013.

On the basis of the advice of the appointment and remuneration committee, the board of directors recommends to appoint Mr Stefaan Haspeslagh as director, because of the professional skills of the latter as they are apparent from the below curriculum vitae.

Mr Stefaan Haspeslagh graduated as a Master in applied economics and further specialized in Tax Management & Insurance. He started his career in audit, tax and consulting services at PwC Belgium and gained a wealth of experience and expertise in finance and financial management.

Currently he is Chairman of the Board of Directors and Chief Financial Officer at the Picanol Group (Picanol NV). The Picanol Group is an international group specialized in the development, production and sale of weaving machines and other hightechnology products, systems and services. Since November 2013, the Picanol Group, through one of its daughter companies, became the main shareholder of Tessenderlo Chemie NV. Mr Stefaan Haspeslagh is also director at Cellpack NV and Findar BVBA and a member of various management committees.

Proposed resolution:

The shareholders' meeting appoints Mr Stefaan Haspeslagh as director for a period of four years. His mandate will end after the shareholders' meeting approving the annual accounts for the financial year closed on December 31st, 2017.

6. Remuneration of the directors.

Proposed resolution:

Based on the advice of the appointment and remuneration committee, the shareholders' meeting resolves that the remuneration of the directors will be as follows: (i) chairman of the board: fixed fee of 50,000 EUR per annum (ii) other directors of the board: fixed fee of 20,000 EUR per annum. The attendance fee for the appointment and remuneration committee members as well as the strategy committee members is included in the annual fixed remuneration as outlined above. The audit committee members receive an additional fixed fee of 5,000 EUR per annum. The above amounts are applicable as from January 1st, 2014 and will be valid for a period of two years.

7. Variable remuneration of the executive directors.

Proposed resolution:

In accordance with article 520ter of the Companies Code, the shareholders' meeting explicitly approves that for the financial year 2014, the variable part of the remuneration of the executive directors will be based on performance criteria that will be calculated over a period of one year.

II. ADMISSION PROCEDURE:

In order for shareholders to be admitted to the shareholders' meeting and to be entitled to vote at the shareholders' meeting, two conditions must be met:

(1) the company must be able to determine, on the basis of the evidence submitted in accordance with the procedure described below, that you owned on Tuesday May 20th, 2014 at midnight (Belgian time) (the "Record Date") the number of shares for which you intend to participate in the shareholders' meeting, and

(2) you must explicitly confirm to the company by Wednesday May 28th, 2014 that you wish to participate in this shareholders' meeting.

In order to meet these two conditions, shareholders are required to follow the below instructions:

If you are a holder of registered shares:

• You must be registered in the share register of the company on the Record Date, for the number of shares for which you want your shareholding to be established on the Record Date and for which you want to participate in the shareholders' meeting.
• You must confirm to the company (for contact details, see section VI), at the latest by Wednesday May 28th, 2014 that you wish to participate in the shareholders' meeting.

If you are a holder of dematerialized shares:

• You must notify one of the financial institutions listed below of the number of shares for which you want your shareholding to be established on the Record Date and for which you want to participate in the shareholders' meeting, at the latest by Tuesday May 20th, 2014 at midnight (Belgian time): Bank Degroof, Belfius Bank, BNP Paribas Fortis, ING and KBC Bank. The holding of the dematerialized shares on the Record Date will be established on the basis of a confirmation sent to the company by the above financial institutions.
• You must confirm to the company (for contact details, see section VI), at the latest by Wednesday May 28th, 2014 that you wish to participate in the shareholders' meeting. You may also instruct one of the above financial institutions to confirm to the company your intention to participate in the meeting, together with the confirmation mentioned in the above bullet.

Holders of (registered) warrants and holders of (dematerialized) bonds must follow the instructions set forth above for holders of registered shares and holders of dematerialized shares respectively, in order to be allowed to participate to the general meeting (it being understood that regardless of the number of warrants or bonds with which you are registered, you are only allowed to participate to the meeting with advisory vote).

III. PROXY VOTING

The shareholders may be represented by a proxy holder at the shareholders' meetings. Shareholders are invited to designate a proxy holder using the forms prepared by the company. The appointment of a proxy holder by a shareholder is made in writing or by electronic means and must be signed by the shareholder, as the case may be with an electronic signature in accordance with the applicable legal requirements. Proxy forms can be obtained at the company's registered office or on the company website (see section V). Signed proxies must reach the company by Wednesday May 28th, 2014 at the latest (for contact details, see section VI).

Shareholders who wish to be represented must, in any case, comply with the registration and confirmation procedure of section II.

IV. RIGHT TO ADD ITEMS TO THE AGENDA AND TO FILE RESOLUTION PROPOSALS – RIGHT TO ASK QUESTIONS

Shareholders who, alone or jointly, hold at least 3% of the share capital of the company, are entitled: 1) to add new items to the agenda of the shareholders' meeting, and 2) to file resolution proposals in relation to existing or new agenda items of this meeting.

Furthermore, all shareholders are entitled to provide written questions to the directors and the statutory auditor prior to the shareholders' meeting or to orally ask questions at the shareholders' meetings. Questions in writing must be submitted beforehand and will only be answered if the shareholder concerned has complied with the above registration and confirmation procedure.

More information concerning the above rights and their exercise modalities can be found on the Tessenderlo Group website (see section V for exact address).

The proposals to add items to the agenda and the proposals for resolutions must reach the company (for contact details, see section VI) at the latest on Monday May 12th, 2014 at midnight (Belgian time). The company will publish a revised agenda by Monday May 19th, 2014 at the latest if it has validly received within the above-mentioned period one or more requests to add new items or new proposed resolutions to the agenda.

The questions in writing addressed to the directors/statutory auditor must reach the company (for contact details, see section VI) at the latest on Wednesday May 28th, 2014 at midnight (Belgian time).

V. AVAILABILITY OF DOCUMENTS

All documents relating to this shareholders' meeting which the law requires to make available, or which the company decides to make available, to shareholders will be accessible on the website of the company (www.tessenderlo.com > Investors > Information for the shareholder > General meeting) as from Friday, May 2nd, 2014. As from the same date, shareholders may inspect such documents on business days and during normal office hours, at the registered office of the company, rue du Trône 130, 1050 Brussels, and/or obtain at no cost copies of the same. Requests for copies (at no cost) may also be addressed to the company by mail or by electronic means (for contact details, see section VI).

Shareholders or financial institutions acting for the account of shareholders are informed that on the website of the company, more practical guidance is provided regarding the formalities to be performed in accordance with the above admission procedure.

VI. CONTACT DETAILS OF THE COMPANY

Any communication of a shareholder to the company pursuant to this convening notice, should be addressed to Tessenderlo Chemie NV, attn. legal department, (i) by mail to rue du Trône 130, 1050 Brussels, (ii) by fax to +32 (0)2 639 17 88, or (iii) by e-mail to GM-Admin@tessenderlo.com

The board of directors