Tessenderlo Group nv — Capital/Financing Update 2015

Jun 16, 2015

Regulated information1

Brussels, June 16, 2015 Press release

TESSENDERLO CHEMIE NV: PUBLIC OFFER OF BONDS

Tessenderlo Chemie NV (the "Issuer") announces the public offer in Belgium of two series of Bonds with a maturity of 7 years (the "2022 Bonds") and 10 years (the "2025 Bonds", and together with the 2022 Bonds, the "Bonds") for an expected minimum amount of EUR 75.0 mio. for the 2022 Bonds and an expected minimum amount of EUR 25.0 mio. for the 2025 Bonds and for a combined maximum amount of EUR 250.0 mio.

The subscription period will be opened from 18 June 2015 (9:00 CET) until 7 July 2015 (16:00 CET), subject to early closing (but in any case for both series of Bonds at the same time). Subscriptions for one series of Bonds cannot be converted into subscriptions for the other series of Bonds.

Application has been made for the Bonds to be admitted to listing on Euronext Brussels and to be admitted for trading on Euronext Brussels' regulated market.

The 2022 Bonds are issued at a fixed interest rate of 2,875% and the 2025 Bonds at a fixed interest rate of 3,375%, resulting in a net yield of 1,868% and 2,305% respectively for a retail investor.

The net proceeds of the public offer will be predominantly used to realize the following objectives presented in order of priority and further detailed in the issue prospectus (the "Prospectus") drafted in English and approved by the Financial Services and Markets Authority (the "FSMA"):

• 1) the Group's currently outstanding EUR 150.0 million bond issue which matures in October 2015, with a fixed interest rate at 5.25% will in principle be entirely refinanced by the proceeds of the public offer;
• 2) the increase of the Group's production capacity to meet expected future demand, by selective investments in debottlenecking of existing production facilities, and the installation of new capacities;
• 3) the continued investment in incremental improvement projects, strengthening the cost position of the existing production facilities;
• 4) the targeted revision of working capital levels to optimally support the different business models of the Group's activities (including, but not limited to selective investments in inventory of raw materials, intermediate products and/or finished products, in line with the businesses' needs and with a view to improve the business conditions and customer service);
• 5) the creation of financial leeway for general corporate purposes, including the funding of growth, operational investments and acquisitions not yet specified to date; and
• 6) in part providing alternatives to the renewal of the Group's EUR 300.0 million back-up syndicated credit facility which will mature in April 2016 (under which no amounts are drawn on the date of the Prospectus).

¹ 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. 1

ING, BNP Paribas Fortis and KBC are acting as Joint Lead Managers in this transaction. Belfius Bank and Bank Degroof have been appointed as co-lead managers. ING also acts as Global Coordinator.

The Prospectus, its translation in Dutch and the translation of the summary in French are available at the branches of ING Belgium (or on www.ing.be (investments – bonds), or www.ing.be (beleggen – obligaties)), BNP Paribas Fortis NV (including the branches acting under the commercial name of Fintro, www.bnpparibasfortis.be/emissies or www.bnpparibasfortis.be/emissions), KBC Bank NV (including CBC Banque S.A. and KBC Securities NV (through www.bolero.be)), Belfius Bank SA/NV (www.belfius.be/tessenderlo) and Bank Degroof NV/SA (www.degroof.be) and on the website of the Issuer (www.tessenderlo.com)

The selling restrictions applicable to the issue of the Bonds are described in the Prospectus. Prospective investors are requested to read the Prospectus carefully (and in particular Sections I.4 and III (Risk Factors)).

The Bonds constitute debt instruments. An investment in such Bonds involves risks. By subscribing to the Bonds, investors lend money to the Issuer who undertakes to pay interest on an annual basis and to reimburse the principal on the maturity date. In case of bankruptcy or default by the Issuer, however, investors may not recover the amounts they are entitled to and risk losing all or a part of their investment. The Bonds are intended for investors who are capable of evaluating the interest rates in light of their knowledge and financial experience. Before making any investment in the Bonds, investors must read the Prospectus entirely and in particular Sections I.4 and III (Risk Factors). Each of these risk factors must be carefully studied and assessed before investing in the Bonds. In particular, reference is made to the risk factor that the Bonds are unsecured obligations of the Issuer which do not benefit from any guarantee and are structurally subordinated to the creditors of the Issuer's subsidiaries. Each prospective investor must carefully consider whether it is suitable for that investor to invest in the Bonds in light of his knowledge and financial experience and should, if required, obtain professional advice. Prospective investors should only rely on the information on the Issuer and the Bonds contained in the Prospectus.

About Tessenderlo Group

Tessenderlo Group is a worldwide specialty company, focused on food, agriculture, water management and on valorizing bio-residuals. The group employs about 4,800 people and is a leader in most of its markets, with a consolidated revenue of 1.4 billion EUR in 2014. Tessenderlo Chemie NV is listed on Euronext Brussels and is part of Next 150 and BEL Mid indices. Financial News wires: Bloomberg: TESB BB – Reuters: TesBt.BR – Datastream: B:Tes

Media Relations Investor Relations Lars Vervoort Kurt Dejonckheere +32 2 639 16 74 +32 2 639 18 41

lars.vervoort@tessenderlo.com kurt.dejonckheere@tessenderlo.com

This press release is available in Dutch and English on the corporate website www.tessenderlo.com - under 'News & Media'.

The Issuer is responsible for the information in this press release.

Important message

This communication does not constitute an offer to sell or subscribe to securities, nor does it constitute an invitation to make an offer to purchase securities or registration of securities, and there will be no sale or registration of securities or in any jurisdiction where such offer, invitation, sale or registration would be unlawful without prior registration or qualification under the financial laws of such jurisdiction. This communication does not constitute an offer to sell securities in the United States of America, Canada, Australia or Japan.

No communication or information with regard to the bond issue by the Issuer may be disseminated to the public in any other jurisdiction than Belgium where prior registration or approval is required for that purpose.

No public offering of any securities referred to in this document is being made in the United States. The securities referred to in this document will not be registered under the US Securities Act of 1933 (the Securities Act) or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, pledged or otherwise transferred or delivered, directly or indirectly, in or into the United States, except in a transaction not subject to, or meeting the requirements of an applicable exemption from, the registration requirements of the Securities Act. The securities referred to in this document have not been approved or disapproved by the SEC, any state securities regulatory authority of any state or any other United States regulatory authority, nor have such authorities passed upon the merits of the proposed offering or passed upon or determined the adequacy or accuracy of this document. Any representation to the contrary is a criminal offence in the United States.

The issue, subscription to or purchase of securities are subject to special legal or regulatory restrictions in certain jurisdictions. The Issuer will under no circumstances be liable in the event these restrictions are breached by any person.

This document is neither an offering document nor prospectus with regard to the offering of securities by the Issuer. Investors may neither accept an offer of securities mentioned in this document, nor acquire these unless they do so based on information contained in the applicable prospectus or offering document which will be published or disseminated by the Issuer.