Tessenderlo Group nv — Share Issue/Capital Change 2014

Dec 16, 2014

Regulated information¹

Brussels, December 16, 2014 Press release

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THIS WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

This announcement does not constitute, or form part of, an offer or invitation to sell or issue, or any solicitation of an offer to purchase or subscribe for securities. This announcement is not a prospectus and investors should not purchase any securities referred to in this announcement except on the basis of information in the prospectus published by Tessenderlo Chemie NV in connection with the offering and admission to listing of the securities on Euronext Brussels.

Completion of Scrips Private Placement and successful completion of the EUR 174.8 million 1 for 3 Rights Offering of 10,592,265 New Shares.

Tessenderlo Chemie NV ("Tessenderlo" or the "Issuer") announced today that further to the subscription for 92.1% of the total number of 10,592,265 new shares (the "New Shares") offered pursuant to its rights offering in the amount of EUR 174,772,372.50 (the "Rights Offering" and, together with the Scrips Private Placement referred to below, the "Offering") an additional 7.9% of the New Shares have been committed to be subscribed for following the completion of the offering of the Scrips (as defined hereafter) (the "Scrips Private Placement").

The New Shares were offered with preferential subscription rights (the "Preferential Rights") at a ratio of 1 New Share for 3 Preferential Rights (the "Ratio"), at a subscription price of EUR 16.5 per New Share (the "Issue Price"). The 2,510,287 Preferential Rights that were not exercised by 16:00 CET on 12 December 2014 were converted into an equal number of scrips (the "Scrips"). The Scrips Private Placement took place today. The price achieved per Scrip was EUR 1.33, which corresponds to a price per New Share of EUR 20.5. Purchasers of Scrips have irrevocably committed to subscribe to a number of New Shares, corresponding to the number of Scrips acquired by them, at the Issue price and in accordance with the Ratio. As a result, 100% of the Offering has been committed to be subscribed for.

The payment for the New Shares subscribed to with Preferential Rights and Scrips is expected to take place on 19 December 2014. Delivery of the New Shares will take place on or around 19 December 2014. The net proceeds of the sale of the Scrips in the Scrips Private Placement (the "Net Scrips Proceeds") amount to EUR 1.33 per coupon no. 77, so that holders of unexercised Preferential Rights are entitled to it. The Net Scrips Proceeds will be made available as of 22 December 2014.

After the capital increase, Verbrugge NV and Symphony Mills NV will hold respectively 30.2% and 1.5% of the Issuer's share capital.

Trading of Tessenderlo shares on the regulated market of Euronext Brussels will resume before 11am.

A prospectus in English has been approved by the Belgian Financial Services and Markets Authority on 25 November 2014 (the "Prospectus") and is available together with a Dutch translation and a French summary. Subject to certain restrictions, the Prospectus, the Dutch translation and the French summary are available to investors free of charge at the registered office of Tessenderlo, Troonstraat 130, 1050 Brussels, Belgium and is also available to investors free of charge upon request to KBC Securities, acting as Sole Lead Manager and Bookrunner, on the phone number +32 (0) 3 283 29 70. Subject to certain restrictions, the Prospectus, the Dutch translation and the French summary may be accessed on the following websites: www.tessenderlo.com, www.kbc.be/Tessenderlo and www.kbcsecurities.be.

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.

About Tessenderlo Group

Tessenderlo Group is a worldwide specialty company, focused on food, agriculture, water management and efficient use and re-use of natural sources. The group employs about 5,000 people and is a leader in most of its markets, with a consolidated revenue of 1.8 billion EUR in 2013. Tessenderlo Chemie NV is listed on NYSE Eurolist by 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'

Forward Looking Statements

The contents of this announcement may include statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements can be identified by the use of forwardlooking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may", "will", or "should", and include statements by Tessenderlo concerning the intended results of its strategy. By their nature, forward-looking statements involve risks and uncertainties and readers are cautioned that any such forward-looking statements are not guarantees of future performance. Tessenderlo's actual results may differ materially from those predicted by the forward-looking statements. Neither Tessenderlo nor KBC Securities undertake the obligation to publicly update or revise forward-looking statements, except as may be required by law.

Disclaimers

The information contained in this announcement is for background purposes only and does not purport to be full or complete. Any purchase of, or subscription for, securities in Tessenderlo to be sold in connection with the capital increase should only be made on the basis of information contained in the prospectus and any supplements thereto, if any. The prospectus contains certain detailed information about Tessenderlo and its business, management, risks associated with investing in Tessenderlo, as well as financial statements and other financial data.

The announcement should not be disseminated to the public in jurisdictions other than Belgium where prior registration or approval is required for that purpose. No steps have been taken or will be taken to offer securities outside of Belgium in any jurisdiction in which such steps would be required. The issue, exercise, purchase, subscription for or sale of the securities may be subject to specific legal or regulatory restrictions in certain jurisdictions. Tessenderlo assumes no responsibility in the event there is a violation by any person of such restrictions.

This announcement does not constitute, or form part of, an offer or invitation to sell or issue, or any solicitation of an offer to purchase or subscribe for securities in Tessenderlo in the United States, Australia, Canada, South Africa, Japan or any jurisdiction in which such an offer or solicitation is unlawful. In particular, the securities referred to in this announcement have not been, and will not be, registered under the US Securities Act of 1933 (the "Securities Act") or under the securities legislation of any state of the United States, and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States absent registration except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. No public offering of securities of Tessenderlo will be made outside of Belgium in connection with the capital increase.

This announcement is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) (A) to (D) of the Order (all such persons together being referred to as "relevant persons"). Any investment activity to which this communication relates will only be available to and will only be engaged in with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

This communication may be distributed in any member state of the European Economic Area, where no public offering will take place, which applies Directive 2003/71/EC and amendments thereto, including Directive 2010/73/EU (this Directive together with any implementing measures in any member state, the "Prospectus Directive") only to those persons who are investment professionals for the purposes of the Prospectus Directive in such member state, and such other persons as this document may be addressed on legal grounds, and no person that is not a relevant person may act or rely on this document or any of its contents.

KBC Securities is acting as sole Lead Manager and Bookrunner for Tessenderlo and no one else in relation to the capital increase, and will not be responsible to anyone other than Tessenderlo for providing the protections offered to their respective clients nor for providing advice in relation to the capital increase.

Tessenderlo assumes responsibility for the information contained in this announcement. None of KBC Securities or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to Tessenderlo its respective subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of announcement or its contents or otherwise arising in connection therewith.