TenCate and Tennessee Acquisition agree that Discharge Resolution is waived as condition to the Offer.
Almelo/Utrecht, the Netherlands, 7 December 2015 - TenCate hereby announces that the Boards have decided to revoke and remove item 4 (Conditional discharge members of the Executive Board) and item 5 (Conditional discharge members of the Supervisory Board) from the agenda of its EGM to be held at 2.00PM on 7 December 2015 in the Polman Stadium, Stadionlaan 1, Almelo, the Netherlands. An updated agenda for the EGM will be posted on the website of TenCate (www.tencate.com).

In connection therewith, Ten Cate and Tennessee Acquisition B.V. have agreed that the Discharge Resolution (as described in paragraph 3.6.2(i) and 3.9 (l) of the Offer Memorandum) should not operate as a condition to the Offer. Accordingly, Tennessee Acquisition B.V. waives adoption of this resolution by the EGM as an Offer Condition, enabling the Offer to proceed on the terms and subject to the terms and restrictions contained in the Offer Memorandum, including satisfaction of the Offer Conditions to the extent not waived hereby.

General restrictions
This announcement is for information purposes only and does not constitute an offer or an invitation to acquire or dispose of any securities or investment advice or an inducement to enter into investment activity. This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire the securities of TenCate in any jurisdiction. The distribution of this press release may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, the Offeror, each member of the Consortium, TenCate and their respective advisors disclaim any responsibility or liability for the violation of any such restrictions by any person. Any failure to comply with these restrictions may constitute a violation of the securities laws of that jurisdiction. Neither the Offeror, any member of the Consortium nor TenCate, nor any of their advisors assumes any responsibility for any violation by any person of any of these restrictions. Any Shareholder who is in any doubt as to his position should consult an appropriate professional advisor without delay. This announcement is not to be published or distributed in or to Canada and the United States.