POSITION STATEMENT OF XEIKON N.V.

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Overig advies 11/09/2013 09:11
regarding, inter alia, the conditions precedent relating to Xeikon N.V. which according the press release of Bencis (as defined hereinafter) and Punch (as defined hereinafter) of 18 July 2013 have been set out in the conditional agreement between Punch International nv (Punch) and Bencis Capital Partners Belgium NV, through its wholly owned subsidiary XBC B.V. (Bencis), on a sale by Punch to Bencis of Punch’s 65.68% share interest in Xeikon N.V.

This position statement has been published by Xeikon N.V. in view of the extraordinary general meeting of shareholders of Xeikon N.V. (EGM) which will be held on 17 September 2013 at 9:00 hours CET, at Brieversstraat 70, 4529 GZ Eede, the Netherlands.
Dated 11 September 2013

Important information
This position statement (the Position Statement) has been published by the supervisory board and management board of Xeikon N.V. (Xeikon or the Company) for the sole purpose of providing information to its shareholders regarding, inter alia, the conditions precedent relating to Xeikon which according to the press release of Bencis and Punch of 18 July 2013 have been set out in the conditional agreement between Punch and Bencis on a sale by Punch to Bencis of Punch’s 65.68% share interest in Xeikon at a price per share of EUR 5.85 (the Conditional Sale).
If the Conditional Sale will become unconditional and the transfer to Bencis of Punch’s 65.68% share interest in Xeikon will be consummated, Bencis will pursuant to the Act on the Financial Supervision (Wet op het financieel toezicht, the Act) be obliged to make a mandatory offer for all remaining Xeikon shares (the Mandatory Offer).
Any of the issued and outstanding ordinary shares of Xeikon with a nominal value of EUR 4 will be hereinafter referred to as the Shares, and the holders of such Shares are referred to as the Shareholders.
This Position Statement does not constitute or form part of an offer to sell, or a solicitation of an offer to purchase, any securities to any person in any jurisdiction. This document is not for release, distribution or publication, in whole or in part, in Australia, Canada, Japan, or the United States ofAmerica. This Position Statement is not subject to AFM (stichting Autoriteit Financiële Markten) approval and does not entail a position statement in accordance with the Decree on Public Takeover Bids (Besluit openbare biedingen Wft).
Xeikon is exclusively responsible for the accuracy and completeness of the information contained in this Position Statement.
The information included in this Position Statement reflects the situation as of the date of this Position Statement. Except as otherwise required by applicable law, Xeikon undertakes no obligation to update or revise publicly any such information, whether as a result of new information, future events, changed circumstances or any other reason after the date of this Position Statement. Under no circumstances may the issue and distribution of this Position Statement be interpreted as implying that the information contained herein is true and accurate on a later date than the date hereof. This Position Statement may nevertheless include forward-looking statements that involve risk and uncertainty. Generally, words such as 'may', 'will', 'expect', 'intend', 'estimate', 'anticipate', 'believe',
'plan', 'seek', 'continue' or similar expressions identify forward-looking statements. Although Xeikonbelieves the expectations reflected in such forward-looking statements are based on reasonable assumptions and are, to the best of Xeikon’s knowledge, true and accurate on the date of this Position Statement, no assurance can be given that such projections will be fulfilled and no representations are made as to the accuracy and completeness of such forward-looking statements.
Any such forward-looking statements must be considered along with knowledge that actual events or results may vary materially from such predictions due to, among other things, political, economic or legal changes in the markets and environment in which Xeikon does business, and competitive developments or risks inherent to Xeikon’s business plans. These risks, uncertainties and assumptions may cause the actual results, performance or achievements of Xeikon, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Moreover, the Shareholders should not interpret
statements regarding past trends or activities as representations that these trends and activities will continue in the future.
This Position Statement is governed by the laws of the Netherlands.



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