Tessenderlo Group nv — Share Issue/Capital Change 2014

Dec 15, 2014

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

Brussels, 15 December 2014

Dear Colleague,

After the publication of the Prospectus relating to the Capital Increase and the opening of the rights subscription period on 28 November, all shareholders had the possibility to sign up for the Capital Increase until last Friday 12 December (the "Rights Subscription Period").

At the end of the Rights Subscription Period, 92.10% of the total number of 10,592,265 new shares (the "New Shares") offered pursuant to the rights offering in the amount of approximately EUR 174.8 million have been subscribed at EUR 16.5 per New Share through the exercise of preferential rights.

The 2,510,287 Preferential Rights that have not been exercised will now automatically be converted into an equal number of scrips (the "Scrips"), that will be sold tomorrow to qualified investors in the EEA (European Economic Area) (the "Scrips Private Placement"). Purchasers of Scrips irrevocably undertake 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 (1 New Share per 3 Scrips). The results of the Scrips Private Placement will be announced tomorrow, promptly after its completion.

Sincerely yours,

Luc Tack - Mel de Vogue

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 capital increase by the Company with preferential subscription rights (Preferential Subscription Rights) or scrips (Scrips) for the shares to be issued by the Company in the framework of the capital increase (the New Shares) 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, exercise, sale, subscription to or purchase of securities are subject to special legal or regulatory restrictions in certain jurisdictions. The Company 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 Company. 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 Company

This document constitutes neither an offer for sale, nor a request to purchase or subscribe to securities and cannot be relied upon for any investment contract or decision.