Press release: transaction Tessenderlo Group and Picanol Group update

PRESS RELEASE

January 27, 2023, 8:00 am CET

NOT FOR FURTHER RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR OUT OF THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, SWITZERLAND, THE UNITED KINGDOM OR ANY OTHER JURISDICTION WHERE THIS WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

TESSENDERLO GROUP ACQUIRES 99.32% OF THE SHARES OF PICANOL GROUP AND REOPENS THE PUBLIC EXCHANGE OFFER AS A SIMPLIFIED SQUEEZE-OUT AS FROM FEBRUARY 13, 2023

On Monday January 2, 2023, Tessenderlo Group (Tessenderlo Group nv, Euronext: TESB) (the "Bidder") mandatorily reopened its voluntary public exchange offer for all shares of Picanol Group (Picanol nv, Euronext: PIC) (the "Exchange Offer"). The additional acceptance period following the mandatory reopening of the Exchange Offer closed on Friday January 20, 2023. During this reopening, 255,735 additional Picanol Group shares were tendered to the Exchange Offer. Consequently, the Bidder will hold 99.32% of the shares of Picanol Group.

The payment of the offer price, consisting of the new shares in Tessenderlo Group (the "New Shares") (as per the exchange ratio of 2.36 new shares of Tessenderlo Group per tendered share of Picanol Group) and the cash consideration for the fractions of the New Shares, will take place on Friday February 10, 2023. The New Shares will be listed on Euronext Brussels on or around February 10, 2023.

Since the Bidder, together with persons acting in concert with him, now holds more than 95% of the shares in Picanol Group and has acquired at least 90% of the shares that were the subject of the Exchange Offer, the Bidder can now oblige the remaining shareholders of Picanol Group to exchange their shares at the offer price. The Bidder has therefore decided to proceed with a final reopening of the Exchange Offer for acceptance to acquire the remaining 121,427 Picanol Group shares.

The final acceptance period for the Exchange Offer will commence on Monday February 13, 2023, at 9:00 am (CET). This final acceptance period will close on Friday March 3, 2023, at 16:00 (CET). Consequently, shareholders of Picanol Group who have not yet accepted the Exchange Offer will still be able to do so.

The reopening will have the effect of a simplified squeeze-out. Shares that have not been tendered prior to the closing of the final acceptance period will be transferred to the Bidder by force of law and the relevant shareholders will have to request payment of the offer price for their shares at the Deposit and Consignment Office. The reopening as a simplified squeeze-out will also result in the delisting of Picanol Group by Euronext on March 3, 2023, after close of trading.

The results of the final acceptance period will be announced on or around March 10, 2023. The offer price for the Picanol Group shares tendered during this additional acceptance period will be made payable on or around March 17, 2023.

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The prospectus (including the response memorandum and the acceptance form for dematerialized shares) approved in Dutch and translated into English, and the summary of which has been translated into French, and the exemption document, prepared in Dutch and translated into English are available on the websites below:

• Website Bidder: www.tessenderlo.com/en/transaction-tessenderlo-group-and-picanol-group
• Website Picanol Group: www.picanolgroup.com/en/transaction-picanol-group-and-tessenderlo-group
• Website paying bank agent:www.kbc.be/picanol

A hard copy can be obtained, free of charge, at the counters of KBC Bank NV or by calling [phone] (KBC Live).

About Tessenderlo Group

Tessenderlo Group is a diversified industrial group focusing mainly on agriculture, the valorization of bio-residuals, energy and industrial solutions. More than 4,800 people work for the group. The company is the market leader for most of its products, with consolidated turn-over of 2.1 billion EUR in 2021. Tessenderlo Group is listed on Euronext Brussels and is part of Next 150 and BEL Mid. Financial news sources: Bloomberg: TESB BB - Reuters: TESB.BR - Datastream: B:Tes.

Media relations	Investor Relations
Frederic Dryhoel	Kurt Dejonckheere
[phone]	[phone]
[e-mail]	[e-mail]

This press release is available in Dutch and English on the website www.tessenderlo.com.

Disclaimer

This document may contain forward-looking statements. Such statements reflect management's view of future events at the time of publication of this document. In addition, these forward-looking statements relate to known and unknown risks, uncertainties and other factors that could cause actual results to differ from results, performance or achievements expressed or implied in such forward-looking statements. Tessenderlo Group provides the information in this press release as of the date of publication. Except as required by applicable law, the group undertakes no obligation to update, explain or correct any forward -looking statements contained in this press release in light of new information, future events or otherwise. Tessenderlo Group assumes no liability for statements made or published by third parties (including statements made by employees not expressly authorized by Tessenderlo Group). Except as required by applicable law, they do not undertake in any way to correct any incorrect data, information, conclusions or opinions published by third parties in respect of this or any other press release issued by them.

This press release does not constitute an offer to acquire, purchase, subscribe for, sell or exchange (or the solicitation of an offer to acquire, purchase, subscribe for, sell or exchange), any securities in or from the United States of America, Australia, Canada, Japan, Switzerland, the United Kingdom or any other jurisdiction where to do so would constitute a violation of the laws of such jurisdiction and any such offer (or solicitation) may not be extended in any such jurisdiction. Any securities discussed in this document have not been and will not be registered under the US Securities Act of 1933, as amended, or with any securities regulatory authority of any state of the United States, and may not be offered or sold in the United States absent registration or an applicable exemption from registration thereunder. There will be no public offering of securities in the United States.

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