XEA - De Beleggersadviseur

This is a joint press release by Koninklijke Ten Cate N.V. ("TenCate" or the "Company") and Tennessee Acquisition B.V. (the "Offeror"), pursuant to the provisions of Section 17 paragraph 4 of the Netherlands Decree on Public Takeover Bids (Besluit openbare biedingen Wft, (the "Takeover Decree") in connection with the recommended public offer for all the issued ordinary shares in the capital of TenCate (the "Shares"). This announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in TenCate. The Offer is made solely pursuant to the offer memorandum, dated 20 October 2015 (the "Offer Memorandum"), approved by the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten). This announcement is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, Canada and the United States. Capitalised terms used but not defined herein have the meaning ascribed thereto in the Offer Memorandum.

JOINT PRESS RELEASE

Almelo/Utrecht, 10 February 2016

TENNESSEE ACQUISITION HOLDS 98.01% OF ALL TENCATE SHARES AFTER POST ACCEPTANCE PERIOD

Highlights:
· During the Post Acceptance Period 12.21% of all issued and outstanding TenCate Shares were tendered for acceptance

· Together with the 85.8% of all issued and outstanding TenCate Shares tendered for acceptance during the initial Acceptance Period under the Offer the Offeror will hold 98.01% of all issued and outstanding TenCate Shares

· The Offeror and TenCate will request Euronext to delist the TenCate Shares as soon as possible

· The Offeror intends to initiate statutory squeeze-out proceedings to obtain 100% of the Shares as soon as possible

Acceptance during Post Acceptance Period

The Offeror and TenCate today jointly announce that following 17:40 hours on 9 February 2016, being the expiry date of the Post Acceptance Period (na-aanmeldingstermijn) of the recommended public cash offer by the Offeror for all TenCate Shares at an increased Offer Price of EUR 26.00 (cum dividend) in cash per Share (the "Offer"), 3,294,952 Shares had been tendered during the Post Acceptance Period at the Offer Price of EUR 26.00 (cum dividend) per Share.

These tendered Shares represent approximately 12.21% of all the Company's issued and outstanding share capital (geplaatst kapitaal), i.e. excluding 475,687 Shares held in treasury by the Company, and an aggregate value of approximately EUR 85,668,752 (if valued at the Offer Price of EUR 26.00 (cum dividend) per Share).

As communicated by the Offeror in the press release issued on 26 January 2016, the Offeror already held 23,146,702 Shares, representing approximately 85.8% of all the Company's issued and outstanding share capital (geplaatst kapitaal), i.e. excluding 475,687 Shares held in treasury by the Company. Consequently, upon settlement of the Shares tendered during the Post Acceptance Period, the Offeror will hold 26,441,654 Shares, representing approximately 98.01% of all the Company's issued and outstanding share capital (geplaatst kapitaal), i.e. excluding 475,687 Shares held in treasury by the Company, representing an aggregate value of approximately EUR 687,483,004 (if valued at the Offer Price of EUR 26.00 (cum dividend) per Share).

Delisting of the Shares from Euronext Amsterdam, squeeze-out proceedings

As the Offeror will hold more than 95% of the Company's issued and outstanding share capital (geplaatst kapitaal) after settlement of the Shares tendered during the Post Acceptance Period, the Offeror and TenCate will request Euronext Amsterdam N.V. to terminate the listing of the Shares on Euronext Amsterdam as soon as possible.

In addition and as previously announced by the Offeror, the Offeror intends to initiate the statutory squeeze-out proceedings (uitkoopprocedure) to obtain 100% of the Shares as soon as possible.

Offer Memorandum, Position Statement and further information

The Offeror is making the Offer on the terms and subject to the conditions and restrictions contained in the Offer Memorandum, dated 20 October 2015. In addition, TenCate has made available the Position Statement dated 21 October 2015, containing the information required by Section 18, paragraph 2 and Annex G of the Takeover Decree in connection with the Offer.

This announcement contains selected, condensed information regarding the Offer and does not replace the Offer Memorandum and/or the Position Statement. The information in this announcement is not complete and additional information is contained in the Offer Memorandum and the Position Statement.

Shareholders are advised to review the Offer Memorandum and the Position Statement in detail and to seek independent advice where appropriate in order to reach a reasoned judgment in respect of the Offer and the content of the Offer Memorandum and the Position Statement. In addition, Shareholders may wish to consult with their tax advisors regarding the tax consequences of tendering their Shares under the Offer.

Digital copies of the Offer Memorandum are available on the websites of TenCate (www.tencate.com). TenCate's website does not constitute a part of, and is not incorporated by reference into, the Offer Memorandum. Digital copies of the Position Statement are available on the website of TenCate (www.tencate.com).