Tessenderlo Group nv — Capital/Financing Update 2013

Jun 11, 2013

Brussels,11 June 2013

Regulated information* (11 June 2013) Information Document

*The enclosed information constitutes regulated information as defined in the Royal Decree of 14 November 2007 regarding the duties of issuers of financial instruments which have been admitted for trading on a regulated market.

INFORMATION DOCUMENT WITH RESPECT TO THE OPTIONAL DIVIDEND

OPTION PERIOD FROM 11 JUNE UP TO AND INCLUDING 5 JULY 2013 – 4:00 PM (CET)

The possibility for shareholders to opt for payment of dividend in the form of shares, may not be open to shareholders in certain jurisdictions other than Belgium. For more information on such restrictions, see Chapter II, section 6 of this Information document.

Tessenderlo Chemie NV accepts no responsibility for the correctness or completeness or the use of, the information on the web site of Tessenderlo Chemie NV and accepts no responsibility for keeping up to date the information in this Information document and on the web site. This information may not be considered as the giving of an advice or the doing of a recommendation. In particular, the real results and evolution of Tessenderlo Chemie NV may deviate in a material way from any prospect, forward looking statement, opinion or expectance expressed in the Information document or on the web site of Tessenderlo Chemie NV.

I.		Introduction 3
II.		Overview of the main characteristics of the optional dividend. 4
	1.	Options for the shareholder 4
	2.	Issue price and ratio 4
	3.	Option period 4
	4.	Maximum number of new shares to be issued 4
	5.	Maximum amount of the capital increase 4
	6.	Who can subscribe? 5
	7.	How to subscribe? 5
	8.	Capital increase and payment 6
	9.	Listing 6
		10. Participation in the result 6
III.		Detailed information 7
	1.	Introduction 7
	2.	Offer 7
	3.	Description of the transaction 7
	4.	The issue price 8
	5.	The option period 9
	6.	Capital increase and payment of dividend 9
	7.	Justification of the transaction 10
	8.	Suspension/annulment of the operation10
	9.	Financial service 11
		10.Costs 11
		11. Tax consequences11
		12. Information made available12
		13.Contact 12
IV.		Appendix : examples 13
	1.	Shareholder 1 holding 180 shares 13
	2.	Shareholder 2 holding 16 shares 13
	3.	Shareholder 3 holding 20 shares 14

I. INTRODUCTION

The Board of Directors of Tessenderlo Chemie NV has decided on 3 June 2013 to offer the shareholders of Tessenderlo Chemie NV, by way of optional dividend, the possibility to contribute their claim, which results from the dividend declaration, in the capital of Tessenderlo Chemie NV in consideration for the issue of new shares (in addition to the option to receive the dividend in cash).

The Ordinary General Meeting of Tessenderlo Chemie NV has decided on 4 June 2013, to pay out a total dividend over 2012 of 1.3333 EUR gross per share. This means that 1 EUR net per share will be paid out.

The terms and conditions of the optional dividend are described in this information Document.

II. OVERVIEW OF THE MAIN CHARACTERISTICS OF THE OPTIONAL DIVIDEND

1. Options for the shareholder

The shareholder has, in the context of the optional dividend, the option to choose between :

• the contribution of his dividend rights in the capital of Tessenderlo Chemie NV, in consideration for new shares;
• payment of the dividend in cash; or
• a combination of both previous options.

2. Issue price and ratio

The issue price per new share is 18.00 EUR.

In order to obtain one new share, the net dividend rights attached to 18 coupons number 76 need to be contributed.

3. Option period

The option period starts on 11 June 2013 and ends on 5 July 2013 - 4:00 pm (CET).

Shareholders who have not expressed their choice during the option period in the manner provided for, will in any case receive the dividend in cash.

4. Maximum number of new shares to be issued

A maximum number of 1,704,881 new shares will be issued.

5. Maximum amount of the capital increase

The maximum capital increase amounts to 8,539,026 EUR. The maximum aggregate issue price of the new shares to be issued amounts to 30,687,858 EUR.

6. Who can subscribe ?

Subject to the restriction mentioned in paragraph 2 below, each shareholder who has a sufficient number of coupons number 76, attached to shares of the same form. Shareholders that do not dispose of the required number of dividend rights to subscribe for at least one share, will receive their dividend rights in cash. It is not possible to acquire additional coupons number 76 as no market for coupons number 76 will be organised. The contribution of dividend rights cannot be supplemented by a contribution in cash. The coupons attached to shares of a different form cannot be combined. However, it will be possible to change coupons number 76 into another form.

This information document does not constitute an offer of, or any invitation to subscribe to shares in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of this prospectus and the offer to subscribe to shares in certain jurisdictions may be restricted by law. Persons into whose possession this information document comes, are required to inform themselves about and observe such restrictions. You may subscribe, unless, by doing so, any registration or other legal or regulatory requirements in the jurisdiction where you live would be infringed by you or Tessenderlo Chemie NV. However, your bank or financial institution may impose additional requirements or restrictions. If you live outside of Belgium, it is your responsibility, if you wish to subscribe, to be satisfied that you can do so without imposing any additional legal obligations on Tessenderlo Chemie NV and to be satisfied that you are observing fully the laws of the jurisdiction where you live (including obtaining any governmental, regulatory or other consents which might be required). If you cannot meet these conditions, or if you do not dispose of sufficient information to assess you meet these conditions, you cannot subscribe. Note that the shares have not been and will not be registered under the laws of any jurisdiction other than Belgium and that no requirements have been complied with by Tessenderlo Chemie NV other than for this optional dividend to be offered in Belgium.

7. How to subscribe ?

Shareholders who wish to contribute (all or part of) their dividend rights in the capital of Tessenderlo Chemie NV in consideration of new shares, should turn to :

• Belfius Bank Team Incentive Plans, with regard to registered shares;
• the financial institution that keeps the shares, with regard to dematerialized shares; and
• a financial institution of their choice, with regard to bearer shares.

8. Capital increase and payment

On 15 July 2013, the realization of the capital increase and the issue of new shares will be established. As from that date, the cash dividend will also be paid out.

Coupons number 76, attached to shares of the same form, which have not been contributed on 5 July 2013 4:00 pm (CET) at the latest in the manner provided for in this information document, with a view to participating in the capital increase, will afterwards no longer entitle the holder thereof to new shares.

9. Listing

As from 16 July 2013 the new shares, with coupon number 77 attached thereto, will be admitted to trading on NYSE Euronext Brussels.

10. Participation in the result

The new shares, with coupon number 77 attached thereto, issued in the context of the capital increase, will share in the results as from 1 January 2013.

III. DETAILED INFORMATION

1. Introduction

The Board of Directors of Tessenderlo Chemie NV has decided on 3 June 2013 to offer the shareholders of Tessenderlo Chemie NV, by way of optional dividend, the possibility to contribute their claim, which results from the dividend declaration, in the capital of Tessenderlo Chemie NV in consideration for the issue of new shares (in addition to the option to receive the dividend in cash).

The Ordinary General Meeting of Tessenderlo Chemie NV has decided on 4 June 2013, to pay out a gross dividend of 1.3333 EUR over 2012. This means that 1 EUR net per share will be paid out.

The Board of Directors has, in the context of the authorized capital, proceeded to an increase of the share capital by contribution in kind of the net dividend claim by shareholders who have opted to receive shares in consideration for the contribution of (all or part of) their dividend rights. The specific terms and conditions of this transaction are described hereunder.

2. Offer

In the context of the dividend over the financial year 2012, Tessenderlo Chemie NV offers the following options to its shareholders :

• contribution of the net dividend claim in the capital of Tessenderlo Chemie NV, in consideration for new shares; or
• payment of the dividend in cash; or
• a combination of both previous options.

3. Description of the transaction

The shareholders who wish to opt for the contribution of (all or part of) their dividend rights in the capital of Tessenderlo Chemie NV in consideration for new shares, can subscribe to the capital increase during a certain option period (see below).

The dividend claim attached to a certain number of existing shares of the same form, will give right to one new share, at an issue price per share which is described below in this Information Document. The title which gives right to the dividend is coupon number 76.

Only shareholders who have a sufficient number of coupons number 76 attached to shares of the same form, can subscribe to the capital increase. Shareholders who do not have the required number of dividend rights to subscribe for at least one share, will get their dividend rights paid in cash.

It is not possible to acquire additional coupons number 76. Coupon number 76 will neither be listed and traded on the stock exchange.

It is not possible to supplement the contribution of dividend rights by a contribution in cash. If a shareholder does not hold the required number of shares of the same form to subscribe for a whole number of new shares, the shareholder thus will not have the possibility to "supplement" his contribution in kind with a contribution in cash in order to be able to subscribe for the next whole number of new shares. In such case the remaining balance will be paid out in cash.

If a shareholder holds shares in various forms (e.g. a number of registered shares, a number of bearer shares and a number of shares in dematerialized form), the dividend claims attached to these different types of shares cannot be combined with a view to acquiring a new share. However, it will be possible to change coupon number 76 into another form. This will enable the shareholder to group his dividend rights. The shareholders are advised to consult their financial institution for more information on possible tariffs and terms with regard to grouping dividend rights.

4. The issue price

The issue price per share amounts to 18.00 EUR and was calculated as a percentage of the average closing price of the Tessenderlo Chemie NV share on NYSE Euronext Brussels from April 1 until May 31, 2013 minus the net dividend over 2012.

The issue price was more in particular calculated as follows:

(average of the closing price of the Tessenderlo Chemie NV share (21.0153 EUR) on NYSE Euronext Brussels from April 1 until May 31, 2013 – net dividend over 2012 (1.00 EUR) x 90%

The result of this formula was then rounded to a multiple of the net dividend of 1 EUR, which comes closest to the issue price calculated as aforesaid.

A shareholder who does not wish to proceed to a contribution of (all or part of) its dividend rights in consideration for new shares, will undergo a dilution of the financial rights (including dividend rights and participation in the liquidation balance) and membership rights (including voting rights and preferential subscription rights) attached to their existing participation.

5. The option period

The option period, during which shareholders can subscribe to the capital increase starts on 11 June 2013 and ends on 5 July 2013 at 4:00 pm (CET).

Shareholders who have not expressed their choice during this option period in the manner provided for, will in any case receive the dividend in cash.

6. Capital increase and payment of dividend

On 15 July 2013, the realization of the capital increase and the issue of new shares will be established.

In the context of the optional dividend, the Board of Directors has decided on 3 June 2013, to increase the capital by a maximum amount of 8,539,026 EUR (par value of 5.00857591 EUR multiplied by the maximum number of 1,704,881 new shares), through the issue of a maximum number of 1,704,881 new shares. The maximum aggregate issue price of all the new shares to be issued amounts to 30,687,858 EUR (the issue price of 18.00 EUR multiplied by 1,704,881 new shares).

Taking into account the aforementioned issue price, each new share to be issued can be subscribed for, and such new share will be fully paid up, by contribution of net dividend rights amounting to 18.00 EUR (i.e. through the contribution of net dividend rights attached to 18 existing shares of the same form, represented by coupon number 76).

This evaluation method is considered appropriate for an optional dividend.

For the shareholders who benefit from a reduced withholding tax or exemption from withholding tax, the contribution of the dividend claim, as is the case for the shareholders who do not benefit from such reduction or exemption, will amount to 1 EUR per share, and the balance, which results from the reduction or exemption from withholding tax, will be paid in cash as from 15 July 2013. The shareholders who benefit from such reduction or exemption will have to deliver the usual certificate through their financial institution to ING Belgium (i.e. the person charged with the financial services).

The amount of the capital increase will be equal to the number of new shares to be issued multiplied by the par value (5.00857591 EUR per share) of the existing Tessenderlo Chemie NV shares. The difference between the par value and the issue price will be recorded as issue premium in a blocked account which, like the capital, will constitute the guarantee of third parties and cannot be reduced or removed except by a resolution of the general meeting, deliberating under the conditions provided for an amendment of the articles of association.

Except for the existing bearer and registered shares, the allotted new shares will have the same form as the already existing shares held. Holders of existing bearer shares who subscribe for the optional dividend will receive dematerialized shares. Holders of existing registered shares who subscribe for the optional dividend will receive registered or dematerialized shares, at the option of the shareholder. The shareholders can at any time after the issue, at their own expense, request the conversion of shares into dematerialized or registered shares.

The new shares, with coupon number 77 attached thereto, issued as a result of this capital increase, share in the result as from 1 January 2013.

As from 16 July 2013, the new shares, with coupon number 77 attached thereto, will be admitted to trading and can be traded on NYSE Euronext Brussels.

As from 15 July 2013, the cash dividend will also be paid out to shareholders who: (i) have chosen to contribute their dividend rights in consideration for the issue of new shares but who did not reach the next whole number of shares (in which case the remaining balance will be paid out in cash), (ii) have chosen to receive their dividend in cash, (iii) have chosen for a combination of both or (iv) did not express any choice.

7. Justification of the transaction

The contribution in kind of the claims, which result from the dividend declaration, against Tessenderlo Chemie NV in the context of the optional dividend, and the capital increase connected to it, strengthen the equity of Tessenderlo Chemie NV and therefore its debt ratio. The optional dividend also leads to (a rato of the contribution of the dividend rights in the capital of Tessenderlo Chemie NV) the avoidance of a cash out.

Moreover, this way, the ties with the shareholders are strengthened.

8. Suspension / annulment of the operation

The Board of Directors reserves the (discretionary) right to suspend or annul the operation, if between 3 June 2013 (the date of the decision by the Board of Directors) and 11 June 2013 (the start date of the option period), the price of the Tessenderlo Chemie NV share on NYSE Euronext Brussels significantly rises or falls vis-à-vis the subscription price set by the Board of Directors on 3 June 2013.

9. Financial service

Shareholders who wish to contribute (all or part of) their dividend rights in the capital of Tessenderlo Chemie NV in consideration for new shares, need to turn to :

• Belfius Bank Team Incentive Plans, with regard to registered shares;
• the financial institution that keeps the shares, with regard to dematerialized shares; and
• a financial institution of their choice, with regard to bearer shares.

The financial service will be provided by ING Belgium with regard to the dematerialised and bearer shares and by Belfius Bank with regard to the registered shares.

This service is free of charge for the shareholder.

10. Costs

All legal and administrative costs relating to the capital increase will be borne by Tessenderlo Chemie NV.

Certain costs, such as the cost for conversion of the form of shares and/or coupons number 76, will have to be borne by the shareholder. Shareholders are advised to consult their financial institution in this respect.

11. Tax consequences

The paragraphs below summarize the Belgian tax treatment with respect to the optional dividend. They are based on Belgian tax laws and administrative interpretations in effect at the date of this Information Document. This summary does not take into account, and does not relate to, tax laws in other countries and does not take into account the individual circumstances of individual investors. The information contained in this Information Document cannot be considered as investment, legal or tax advice. The shareholders are advised to consult their own tax advisors with regard to the tax consequences in Belgium and other countries within the framework of their particular situation.

The choice for shareholders (i.e. the payment of the dividend in cash, the contribution of their dividend rights in consideration for the issue of new shares or a combination of both) has no impact on the calculation of the withholding tax. In other words, a withholding tax of 25% will be withheld from the gross dividend of 1.3333 EUR (unless an exemption or reduction of withholding tax is applicable).

For residents and non-residents who benefit from an exemption or reduction of withholding tax pursuant to Belgian law or an (applicable) convention for the avoidance of double taxation, the

standard withholding tax of 25%, which is in principle withheld from the declared gross dividend, is not (in case of exemption) or not totally (in case of reduced withholding tax) withheld, provided that the necessary documents are submitted.

The shareholders who are exempted from withholding tax or who benefit from a reduction of withholding tax, receive this tax advantage in cash as from 15 July 2013.

This means that the shareholders who benefit from an exemption or a reduced withholding tax, receive a surplus in cash (see above, III.6 "Capital increase and payment of dividend").

12. Information made available

Pursuant to art. 18 §1 e) and §2 e) of the Belgian Law of 16 June 2006 on the public offer of investment instruments and the admission to trading of investment instruments on a regulated market (the "Prospectus Law"), no prospectus must be made available for the offering of shares and admission of shares to trading in the context of optional dividend, to the extent that an information document is made available which contains information on the number and nature of the shares and the reasons for and modalities of the offer and admission. The present information document is drafted and published in accordance with said article.

This Information Document is available on the website of Tessenderlo Group (www.tessenderlogroup.com) .

The special report of the Board of Directors of 3 June 2013 and the special report of the Statutory Auditor on the contribution in kind prepared in accordance with Article 602 of the Belgian Company Code, can also be found on the website of Tessenderlo Group (www.tessenderlogroup.com) .

13. Contact

For more information regarding the transaction, shareholders with dematerialized shares can turn to the financial institution that keeps the shares or ING Belgium (acting as paying agent of Tessenderlo Chemie NV). Shareholders with bearer shares can turn to a financial institution of their choice or ING Belgium.

Holders of registered shares will receive, in the scope of this operation, a letter from Belfius Bank - Team Incentive Plans with more information and contact details. In case this letter has not arrived by 25 June 2013, we advise shareholders to contact Belfius Bank – Team Incentive Plans by phone on +32 2 222 50 06 or by e-mail on Tessenderlo@MyPlansByBelfius.be .

IV. APPENDIX : EXAMPLES

The below are three examples in the context of the declaration of the optional dividend. These do not take into account any potential reduction of withholding tax.

The issue price is 18.00 EUR. Each new share to be issued, can be subscribed through the contribution of the net dividend rights attached to 18 existing shares of the same form, represented by coupon number 76.

1. Shareholder 1 holding 180 shares

'Shareholder 1' can exchange the net dividend rights attached to 180 shares represented by coupon number 76 for :

• 180 EUR in cash ; or
• 10 new shares (180 coupons/18 coupons) in cash; or
• 5 new shares + 90 EUR in cash ; or
• ...

2. Shareholder 2 holding 16 shares

'Shareholder 2' can exchange the net dividend rights attached to 16 shares represented by coupon number 76 for only cash, because he is short of 2 coupons to subscribe to a new share.

As from 15 July 2013 his account will be credited with 16 EUR (16 shares at 1 EUR).

If 'Shareholder 2' has yet another number of net dividend rights attached to shares represented by coupon number 76 in another form, he can group the coupons thereof in order to subscribe to new shares. This grouping implies a transfer of coupons number 76 and possibly implies costs and a specific transfer delay. We would thus advise 'Shareholder 2' to consult his financial institution with regard to the possible delay and costs for grouping coupons.

3. Shareholder 3 with 20 shares

'Shareholder 3' can exchange the net dividend rights attached to 20 shares represented by coupon number 76 for :

• 20 EUR in cash
• 1 new share + 2 EUR in cash