Hestya Energy declares the public offer for all Shares in HES Beheer unconditional
97.09% of the Shares tendered and accepted
All Offer Conditions have been satisfied or waived
Settlement of tendered Shares will take place on Friday 26 September 2014
Remaining Shares can be tendered in a post-closing acceptance period commencing on Tuesday 23 September 2014 and ending on Monday 6 October 2014

Rotterdam, Amsterdam, 22 September 2014 – H.E.S. Beheer N.V. ("HES Beheer") and Hestya Energy B.V. ("Hestya Energy") today jointly announce that Hestya Energy declares the recommended public cash offer by 1908 Acquisition B.V. (the "Offeror"), an indirect 100% subsidiary of Hestya Energy, for all issued and outstanding ordinary shares in the capital of HES Beheer (the "Shares") at an offer price of EUR 43.64 (cum dividend) in cash per Share (the "Offer") unconditional.

Offer Declared Unconditional
The Offeror declares the Offer unconditional. All conditions for completion of the Offer as described in the Offer Memorandum have been satisfied or waived.

As communicated by Hestya Energy and HES Beheer in the press release issued on 17 September 2014, 8,999,887 Shares, representing 96.44% of the Shares, had been tendered under the Offer on that date. After the issuance of such press release, it was brought to the attention of Hestya Energy and HES Beheer that, in addition to the 8,999,887 Shares that had been validly tendered under the Offer, an additional 59,906 Shares were defectively tendered. The Offeror has decided to waive such defect and accept these Shares under the Offer.

No treasury shares are held by HES Beheer and no Shares were to date acquired by the Offeror outside the Offer. Consequently, upon Settlement of the Offer the Offeror will hold 9,059,793 Shares, representing 97.09% of the Shares and an aggregate value of approximately EUR 395.4 million (at the Offer Price of EUR 43.64 per Share).

Settlement
With reference to the Offer Memorandum, Shareholders who accepted the Offer shall receive an amount in cash of EUR 43.64 per Share (cum dividend) (the "Offer Price") for each Share validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and delivered (geleverd) under the terms and conditions subject to the restrictions of the Offer.

Payment of the Offer Price shall occur on Friday 26 September 2014 (the "Settlement Date").

Board appointments
As per 26 September 2014, the appointments of Mr P.G. Backhouse, Mr H.C.T.S. van Hövell tot Westerflier, Mr M.Q.H. van Poecke and Mr A.W. Ward as members of the Supervisory Board of HES Beheer will become effective, in addition to the current members of the Supervisory Board Mr J.P. Peterson, Mrs D.A.Th. van der Heem-Wagemakers and Mr B. Vree. Mr B. Vree will be the independent member of the Supervisory Board as referred to in Section 3.5.2 of the Offer Memorandum. As also set out in the Offer Memorandum and alluded to during the EGM held on 3 September 2014, the Supervisory Board of HES Beheer intends to appoint Ms B.P.E. Geelen, Mr M. Poulsen and Mr H.F.C. van Rietschoten as members of the Executive Board of HES Beheer on 26 September 2014. Furthermore, the resignation of Mr C.S.M. Molenaar as member of the Executive Board of HES Beheer will become effective on the same day.

Post-Closing Acceptance Period
With a view to obtaining 100% of the Shares, the Offeror grants those Shareholders who have not tendered their Shares under the Offer the opportunity to tender their Shares in a post-closing acceptance period (na-aanmeldingstermijn) commencing at 09:00 hours CEST on Tuesday 23 September 2014 and expiring at 17:40 hours CEST on Monday 6 October 2014 (the "Post-Closing Acceptance Period"). Shareholders can tender their Shares during the Post-Closing Acceptance Period in the same manner and subject to the same terms, conditions and restrictions as described in the Offer Memorandum.

Shareholders who tender their Shares during the Post-Closing Acceptance Period shall not have the right to withdraw such tendered Shares.

Shares validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) during the Post-Closing Acceptance Period will immediately be accepted. The Offeror shall arrange for payment for the Shares that are validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and delivered (geleverd) during the Post-Closing Acceptance Period within three Business Days after the end of the Post Closing Acceptance Period.

Delisting
As a result of the acquisition of at least 95% of the Shares by the Offeror, the Offeror and HES Beheer will request Euronext Amsterdam to terminate the listing and trading of the Shares on Euronext Amsterdam as soon as possible.

Implications of the Offer being declared unconditional
Shareholders who did not tender their Shares under the Offer nor intend to do so during the Post-Closing Acceptance Period should carefully review Section 3.14 (Potential Post-Closing Restructuring Measures), Section 3.15 (Other Potential Post-Closing Restructuring Measures) and Section 3.16 (Consequences of the Offer) of the Offer Memorandum, which describe certain risks they will be subject to if they elect not to accept the Offer and certain measures the Offeror may take to achieve its goal of obtaining 100% of the Shares.
These risks are in addition to the risks associated with holding securities issued by HES Beheer generally, such as the exposure to risks related to the business of HES Beheer and its subsidiaries, the markets in which HES Beheer and its subsidiaries operate, as well as economic trends affecting such markets generally as such business, markets or trends may change from time to time.

The Offeror seeks to acquire 100% of the Shares and / or the business and operations of HES, through the Offer and, if necessary, other subsequent restructuring steps, including but not limited to a legal squeeze-out procedure (uitkoopprocedure). These steps are likely to have significant consequences for shareholders who do not tender their Shares under the Offer, including the possibility of a substantial delay in the receipt by them of their proceeds. The decision whether to implement any of these measures will only be made after the Post-Closing Acceptance Period.

Additional information
Hestya Energy is making the Offer on the terms and subject to the conditions and restrictions contained in the offer memorandum dated 16 July 2014 (the "Offer Memorandum"). In addition, HES Beheer has made available its position statement regarding the Offer, containing the information required by section 18, paragraph 2 and Annex G of the Decree in connection with the Offer (the "Position Statement"). Digital copies of the Offer Memorandum, including the Position Statement, are available on the website of HES Beheer (www.hesbeheer.nl). Copies of the Offer Memorandum are also available free of charge at the offices of HES Beheer and the Exchange Agent at the addresses mentioned below.