Tessenderlo Group nv — Audit Report / Information 2016

May 5, 2017

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TESSENDERLO CHEMIE NV

Statutory auditor's report to the general shareholders' meeting on the annual accounts for the year ended 31 December 2016

31 March 2017

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FREE TRANSLATION

STATUTORY AUDITOR'S REPORT TO THE GENERAL SHAREHOLDERS' MEETING OF THE COMPANY TESSENDERLO CHEMIE NV ON THE ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2016

As required by law and the Company's articles of association, we report to you in the context of our statutory auditor's mandate. This report includes our opinion on the annual accounts, as well as the required additional statements. The annual accounts include the balance sheet as at 31 December 2016, the income statement for the year then ended, and the disclosures.

Report on the annual accounts - Unqualified opinion

We have audited the annual accounts of Tessenderlo Chemie NV ("the Company") for the year ended 31 December 2016, prepared in accordance with the financial-reporting framework applicable in Belgium, which show a balance sheet total of EUR 1.403.997.774 and a profit for the year of EUR 75.842.006.

The board of directors' responsibility for the preparation of the annual accounts

The board of directors is responsible for the preparation and fair presentation of these annual accounts in accordance with the financial-reporting framework applicable in Belgium, and for such internal control as the board of directors determines is necessary to enable the preparation of annual accounts that are free from material misstatement, whether due to fraud or error.

Statutory auditor's responsibility

Our responsibility is to express an opinion on these annual accounts based on our audit. We conducted our audit in accordance with International Standards on Auditing (ISAs) as endorsed in Belgium. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the annual accounts are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the annual accounts. The procedures selected depend on the statutory auditor's judgment, including the assessment of the risks of material misstatement of the annual accounts, whether due to fraud or error. In making those risk assessments, the statutory auditor considers internal control relevant to the Company's preparation and fair presentation of the annual accounts in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the board of directors, as well as evaluating the overall presentation of the annual accounts.

We have obtained from the board of directors and company's officials the explanations and information necessary for performing our audit.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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Unqualified Opinion

In our opinion, the annual accounts give a true and fair view of the Company's net equity and financial position as at 31 December 2016 and of its results for the year then ended in accordance with the financial-reporting framework applicable in Belgium.

Report on other legal and regulatory requirements

The board of directors is responsible for the preparation and the content of the directors' report, for the compliance with the applicable legal and regulatory requirements regarding bookkeeping, the Companies' Code and the Company's articles of association.

In the context of our mandate and in accordance with the Belgian standard which is complementary to the International Standards on Auditing (ISAs) as applicable in Belgium, our responsibility is to verify, in all material respects, compliance with certain legal and regulatory requirements. On this basis, we provide the following additional statements which do not impact our opinion on the annual accounts:

• The directors' report, prepared in accordance with articles 95 and 96 of the Companies' Code and to be deposited in accordance with article 100 of the Companies' Code, includes, both in terms of form and content, the information required by the Companies' Code, is consistent with the financial statements, and does not present any material inconsistencies with the information that we became aware of during the performance of our mandate.
• The social balance, to be deposited in accordance with article 100 of the Companies' Code, includes, both in terms of form and content, the legally required information and does not present any material inconsistencies with the information we have at our disposition in our audit file.
• Without prejudice to formal aspects of minor importance, the accounting records were maintained in accordance with the legal and regulatory requirements applicable in Belgium.
• The appropriation of results proposed to the general meeting complies with the legal provisions and the provisions of the articles of association.
• There are no transactions undertaken or decisions taken in breach of the Company's articles of association or the Companies' Code that we have to report to you.
• As explained in the annual report, the procedure in respect of a conflict of interests (in the context
  of section 523 and 524 of the Belgian Companies Code) has been applied four times. The decisions
  and consequences of a financial nature can be summarized as follows:
• a) Decisions of the Board of Directors meetings held on 24 January 2016 and on 7 March 2016 in the context of the contemplated business combination between Tessenderlo Chemie NV and Picanol NV and Verbrugge NV.

Considering the fact that the business combination between Tessenderlo Chemie NV and Picanol NV and Verbrugge NV has not been implemented, this decision did not result in any consequences of a financial nature, except for the transaction costs.

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b) Approval of the short term incentive bonus of the CEO and the service-/success fee of the CFO-COO for their performance in 2015 (Board of Directors held on 7 March 2016).

The amounts determined and approved for their performance in 2015, are a short term incentive payout for the CEO of EUR 282.071, and a service-/success fee for the CFO-COO of EUR 343.457.

c) Approval of the remuneration of the CEO and approval of the remuneration and/or service fee of the CFO-COO for their performance in 2016 (Board of Directors held on 25 April 2016).

The costs for the company in relation to the remuneration of the CEO include, as explained in the annual report, the base salary for the year 2016 of EUR 398.000, the long term incentive of EUR 180.000 per year, entrance to the defined contribution pension plan and the company car policy. Other benefits include coverage for death, disability, work accident insurance and meal vouchers.

The costs for the company in relation to the remuneration of the CFO-COO include, as explained in the annual report, the service fee for the year 2016 of EUR 425.000 and the long term incentive of EUR 170.000 per year.

For the year 2016, in addition, the variable part of the fixed salary of the CEO is set at 45%; the variable part linked to the services provided by the CFO-COO is set at 40% of the fixed service fee upon reaching the target.

As set out in the annual report, specific performance drivers for the variable part of the compensation package have been approved.

Antwerp, 31 March 2017

The statutory auditor PwC Bedrijfsrevisoren bcvba Represented by

Peter Van den Evnde

Réviseur d'Entreprises / Bedrijfsrevisor