INFORMATION DOCUMENT WITH RESPECT TO THE OPTIONAL DIVIDEND OPTION PERIOD FROM 12 JUNE UP TO AND INCLUDING 6 JULY :00 PM (CET)

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1 Regulated information* (12 June 2012) Brussels,12 June 2012 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 12 JUNE UP TO AND INCLUDING 6 JULY :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. Information Document 12 June Page 1 of 15

2 TABLE OF CONTENTS I. Introduction... 3 II. Overview of the main characteristics of the optional dividend Options for the shareholder Issue price and ratio Option period Maximum number of new shares to be issued Maximum amount of the capital increase Who can subscribe? How to subscribe? Capital increase and payment Listing Participation in the result... 6 III. Detailed information Introduction Offer Description of the transaction The issue price The option period Capital increase and payment of dividend Justification of the transaction Suspension/annulment of the operation Financial service Costs Tax consequences Information made available Contact IV. Appendix : examples Shareholder 1 holding 180 shares and 180 VVPR strip Shareholder 2 holding 16 shares and 10 VVPR strip Shareholder 3 holding 20 shares and 0 VVPR strip Information Document 12 June Page 2 of 15

3 I. INTRODUCTION The Board of Directors of Tessenderlo Chemie NV has decided on 4 June 2012 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 5 June 2012, to pay out a total dividend over 2011 of EUR gross per share. This means that 1 EUR net per share and EUR per share with VVPR 1 strip will be paid out. The terms and conditions of the optional dividend are described in this information Document. 1 VVPR : Verminderde Voorheffing/Précompte Réduit : this means a reduced withholding tax (from 25% to 21%). Information Document 12 June Page 3 of 15

4 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 EUR. In order to obtain one new share, the net dividend rights attached to 18 coupons number 75 need to be contributed. 3. Option period The option period starts on 12 June 2012 and ends on 6 July :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 1,640,614 new shares will be issued. 5. Maximum amount of the capital increase The maximum capital increase amounts to 8,216,665 EUR. The maximum aggregate issue price of the new shares to be issued amounts to 29,531,052 EUR. Information Document 12 June Page 4 of 15

5 6. Who can subscribe? Subject to the restriction mentioned in paragraph 2 below, each shareholder who has a sufficient number of coupons number 75, 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 75 as no market for coupons number 75 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 75 into another form. 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, you cannot subscribe. Note that the shares have not been and will not be registered under the laws of any jurisdiction other than 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 16 July 2012, 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 75, attached to shares of the same form, which have not been contributed on 6 July :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. Information Document 12 June Page 5 of 15

6 9. Listing As from 17 July 2012 the new shares, with coupon number 76 attached thereto, will be admitted to trading on NYSE Euronext Brussels. 10. Participation in the result The new shares, with coupon number 76 attached thereto, issued in the context of the capital increase, will share in the results as from 1 January Information Document 12 June Page 6 of 15

7 III. Detailed information 1. Introduction The Board of Directors of Tessenderlo Chemie NV has decided on 4 June 2012 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 5 June 2012, to pay out a gross dividend of EUR over This means that 1 EUR net per share and EUR per share with VVPR 2 strip 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 2011, 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). 2 VVPR : Verminderde Voorheffing/Précompte Réduit : this means a reduced withholding tax (from 25% to 21%). Information Document 12 June Page 7 of 15

8 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 75. Only shareholders who have a sufficient number of coupons number 75 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 75. Coupon number 75 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 75 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 EUR and was calculated as a percentage of the sum of the opening price of the Tessenderlo Chemie NV share and the price of the Tessenderlo Chemie NV VVPR 3 on NYSE Euronext Brussels on June 4, 2012 strip minus the net dividend VVPR over The issue price was more in particular calculated as follows: (opening price of the Tessenderlo Chemie NV share ( EUR) + the price of the Tessenderlo Chemie NV VVPR strip ( EUR) on NYSE Euronext Brussels on June 4, 2012 net dividend VVPR over 2011 ( EUR)) x 90% 3 VVPR : Verminderde Voorheffing/Précompte Réduit : this means a reduced withholding tax (from 25% to 21%). Information Document 12 June Page 8 of 15

9 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. The Board of Directors has chosen this formula (last available stock prices) because of the current volatility of the stock prices and with the aim to protect the attractiveness of the operation. 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 12 June 2012 and ends on 6 July 2012 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 16 July 2012, the realization of the capital increase and the issue of new shares will be determined. In the context of the optional dividend, the Board of Directors has decided on 4 June 2012, to increase the capital by a maximum amount of 8,216,665 EUR (par value of EUR multiplied by the maximum number of 1,640,614 new shares), through the issue of a maximum number of 1,640,614 new shares. The maximum aggregate issue price of all the new shares to be issued amounts to 29,531,052 EUR (the issue price of EUR multiplied by 1,640,614 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 EUR (i.e. through the contribution of net dividend rights attached to 18 existing shares of the same form, represented by coupon number 75). 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 Information Document 12 June Page 9 of 15

10 reduction or exemption from withholding tax, will be paid in cash as from 16 July 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 ( 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 will, whatever the form, be provided with VVPR strip. Consequently, the shareholders will be able to benefit from the reduced withholding tax (from 25% to 21%). 4 The new shares, with coupon number 76 attached thereto, issued as a result of this capital increase, share in the result as from 1 January As from 17 July 2012, the new shares, with coupon number 76 attached thereto, will be admitted to trading and can be traded on NYSE Euronext Brussels. As from 16 July 2012, 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. 4 The aforementioned does not take into account an additional tax of 4% for beneficiaries receiving a certain amount of movable income (EUR 20,020 for 2012), or for beneficiaries who opt for this additional 4% taxation. We refer to the law of December 28, 2011 (art. 25 and further) and the Program Law of March 29, Information Document 12 June Page 10 of 15

11 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 4 June 2012 (the date of the decision by the Board of Directors) and 12 June 2012 (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 4 June 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. Information Document 12 June Page 11 of 15

12 Certain costs, such as the cost for conversion of the form of shares and/or coupons number 75, 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 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% (21% in case of shares with VVPR strip), 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. 5 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 16 July 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 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 5 The aforementioned does not take into account an additional tax of 4% for beneficiaries receiving a certain amount of movable income (EUR 20,020 for 2012), or for beneficiaries who opt for this additional 4% taxation. We refer to the law of December 28, 2011 (art. 25 and further) and the Program Law of March 29, Information Document 12 June Page 12 of 15

13 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 ( The special report of the Board of Directors of 4 June 2012 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 ( 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 26 June 2012, we advise shareholders to contact Belfius Bank Team Incentive Plans by phone on or by on Tessenderlo@MyPlansByBelfius.be. Information Document 12 June Page 13 of 15

14 IV. Appendix : Examples The below are three examples in the context of the declaration of the optional dividend. These take into account any potential reduction of withholding tax. The issue price is 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 Shareholder 1 holding 180 shares and 180 VVPR strip Shareholder 1 can exchange the net dividend rights attached to 180 shares represented by coupon number 75 for : 180 EUR EUR (VVPR strip) = EUR in cash this means a reduced withholding tax (from 25% to 21%).; or 10 new shares (180 coupons/18 coupons) EUR (VVPR strip) in cash; or 5 new shares + 90 EUR in cash EUR (VVPR strip) in cash; or Shareholder 2 holding 16 shares and 10 VVPR strip Shareholder 2 can exchange the net dividend rights attached to 16 shares represented by coupon number 75 for only cash, because he is short of 2 coupons to subscribe to a new share. As from 16 July 2012 his account will be credited with EUR (10 shares at EUR) and 6 EUR (6 shares at 1 EUR). If Shareholder 2 has yet another number of net dividend rights attached to shares represented by coupon number 75 in another form, he can group the coupons thereof in order to subscribe to new shares. This grouping implies a transfer of coupons number 75 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. Information Document 12 June Page 14 of 15

15 3. Shareholder 3 with 20 shares and 0 VVPR strip Shareholder 3 can exchange the net dividend rights attached to 20 shares represented by coupon number 75 for : 20 EUR in cash 1 new share + 2 EUR in cash Information Document 12 June Page 15 of 15