BELANGRIJKE MEDEDELING

BELANGRIJKE MEDEDELING

DIT DOCUMENT EN DE INFORMATIE DIE HET BEVAT, WORDEN U VERSTREKT ALS AANDEELHOUDER VAN TESSENDERLO GROUP NV OVEREENKOMSTIG DE VEREISTEN VAN DE BELGISCHE WETGEVING EN ALLEEN IN UW HOEDANIGHEID VAN AANDEELHOUDER VAN DEZE VENNOOTSCHAP MET HET OOG OP DE UITOEFENING VAN UW STEMRECHTEN IN TESSENDERLO GROUP NV EN IN GEEN ENKELE ANDERE HOEDANIGHEID, EN KUNNEN NIET WORDEN GEBRUIKT OF AANGEWEND VOOR ENIG ANDER DOEL OF VOOR ENIGE ANDERE BESLISSING, MET INBEGRIP VAN EEN INVESTERINGSBESLISSING OM EFFECTEN TE VERWERVEN, TE KOPEN, EROP IN TE SCHRIJVEN, TE VERKOPEN OF TE RUILEN (OF ENIG AANBOD OF HET UITLOKKEN VAN EEN AANBOD OM DAT TE DOEN).

HET AANBOD VAN EFFECTEN IN RUIL VOOR ANDERE EFFECTEN DAT IN DIT DOCUMENT WORDT BESCHREVEN, WORDT NIET GEDAAN IN OF NAAR, EN KAN NIET WORDEN AANVAARD XX XX XXXXXX XX XXXXXXXXX XXXXXX XXX XXXXXXX, XXXXXXXXX, XXXXXX, XXXXX, XXXXXXXXXXX EN HET VERENIGD KONINKRIJK OF ENIG ANDER RECHTSGEBIED WAAR DIT EEN OVERTREDING VAN DE WETTEN VAN DAT RECHTSGEBIED ZOU UITMAKEN. DIT DOCUMENT VORMT GEEN AANBOD TOT HET VERWERVEN, KOPEN, INSCHRIJVEN OP, VERKOPEN OF RUILEN VAN EFFECTEN (OF HET UITLOKKEN VAN EEN AANBOD TOT HET VERWERVEN, KOPEN, INSCHRIJVEN OP, VERKOPEN OF RUILEN VAN EFFECTEN) IN OF VANUIT DE VERENIGDE STATEN, AUSTRALIË, CANADA, JAPAN, ZWITSERLAND, HET VERENIGD KONINKRIJK OF ENIG ANDER RECHTSGEBIED WAAR DIT EEN OVERTREDING VAN DE WETTEN VAN DAT RECHTSGEBIED ZOU UITMAKEN, EN EEN DERGELIJK AANBOD (OF EEN DERGELIJK VERZOEK) MAG IN EEN DERGELIJK RECHTSGEBIED NIET WORDEN GEDAAN. DE EFFECTEN DIE IN DIT DOCUMENT WORDEN BESPROKEN, ZIJN NIET EN

h>> E E/ d tKZ E ' Z '/^dZ Z KE Z ͞h^ ^ hZ/d/ ^ d͟ REGULERENDE INSTANTIE VAN ENIGE STAAT VAN DE VERENIGDE STATEN, EN MOGEN NIET WORDEN AANGEBODEN OF VERKOCHT IN DE VERENIGDE STATEN ZONDER REGISTRATIE OF EEN TOEPASSELIJKE VRIJSTELLING VAN REGISTRATIE DAARONDER. ER ZAL GEEN OPENBARE

AANBIEDING VAN EFFECTEN IN DE VERENIGDE STATEN fPLAATSVINDEN.

DIT DOCUMENT EN DE HIERIN VERVATTE INFORMATIE ZIJN UITSLUITEND VOOR U BESTEMD EN DE PUBLICATIE, VERSPREIDING, VERZENDING, DOORZENDING OF TRANSMISSIE VAN DIT DOCUMENT OF DE HIERIN VERVATTE INFORMATIE AAN EEN ANDERE PERSOON KAN IN STRIJD ZIJN

D d ͞h^ ^ hZ/d/ ^ xx K& E Z dK W ^^ >/

IMPORTANT NOTICE

THIS DOCUMENT AND THE INFORMATION CONTAINED HEREIN IS BEING PROVIDED TO YOU AS SHAREHOLDER OF THE TESSENDERLO GROUP NV IN ACCORDANCE WITH THE REQUIREMENTS OF BELGIAN LAW AND ONLY IN YOUR CAPACITY AS SHAREHOLDER OF THAT COMPANY FOR PURPOSES OF YOUR EXERCISE OF VOTING RIGHTS IN THE TESSENDERLO GROUP NV AND IN NO OTHER CAPACITY AND CANNOT BE USED OR RELIED ON FOR ANY OTHER PURPOSE OR FOR ANY OTHER DECISION INCLUDING ANY INVESTMENT DECISION TO ACQUIRE, PURCHASE, SUBSCRIBE FOR, SELL OR EXCHANGE ANY SECURITIES (OR ANY OFFER OR THE SOLICITATION OF AN OFFER TO DO SO).

THE OFFER OF SECURITIES IN EXCHANGE FOR OTHER SECURITIES DESCRIBED IN THIS DOCUMENT IS NOT BEING MADE IN OR INTO, AND IS NOT CAPABLE OF ACCEPTANCE IN OR FROM, XXX XXXXXX XXXXXX, XXXXXXXXX, XXXXXX, XXXXX, XXXXXXXXXXX XXX XXX XXXXXX XXXXXXX OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE LAWS OF SUCH JURISDICTION. THIS DOCUMENT DOES NOT CONSTITUTE THE EXTENSION OF 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 XXX XXXXXX XXXXXX XX XXXXXXX, XXXXXXXXX, XXXXXX, XXXXX, XXXXXXXXXXX, XXX XXXXXX XXXXXXX 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.

THIS DOCUMENT AND THE INFORMATION CONTAINED HEREIN IS ADDRESSED SOLELY TO YOU AND THE PUBLICATION, DISTRIBUTION, MAILING, FORWARDING OR TRANSMISSION OF THIS DOCUMENT OR THE INFORMATION CONTAINED HEREIN TO ANY OTHER PERSON MAY VIOLATE THE US SECURITIES ACT OR OTHER APPLICABLE LAWS.

Tessenderlo Group - Picanol

Independent financial expert report

Strictly confidential October 13, 2022

Table of contents

1. Introduction 3

2. Statement of independence 7

3. Overview of the transaction 9

4. Valuation methods and considerations 11

5. Valuation of Tessenderlo Group 18

6. Valuation of Picanol 62

7. Determination exchange ratio and conclusion 91

Appendices 96

4 Strictly confidential

1. Introduction

Context

ƒ Tessenderlo Group NV, a public limited company incorporated under the laws of Belgium, with registered office and administrative office at 0000 Xxxxxxxx, Xxxxxxxxxxx 000, and at the Kruispuntbank van Ondernemingen / Banque-Carrefour des Entreprises under the number 0441.554.490, ;͞dĞƐƐ'ĞƌŶŽĚƵĞorƉƌ͟ů the ͞ ŝĚĚhaĞs iƌnfo͟rmͿe͕d the Board of Directors of Picanol NV, a public limited company incorporated under Belgian law with is registered office at 0000 Xxxxx, Steverlyncklaan 15, and registered at the Kruispuntbank van Ondernemingen / Banque-Carrefour des Entreprises under the number 0405.502.362 ;͞WŝĐorĂŶ the ͞ ŽŵƉĂabŶoLJut ͟itsͿin͕tention to launch a voluntary public takeover bid on all the shares of Picanol by way of an exchange offer (the ͞dƌĂŶƐĂatĐanƚŝ exchange ratio of 2.36 (the ͞ džĐŚZĂĂŶƚŐŝwĞhŽer͟ebͿy 1 Picanol share can be exchanged for 2.36 Tessenderlo Group shares

ƒ The voluntary public takeover bid is launched to ensure equal treatment of the shareholders of Picanol, whereby Tessenderlo Group will make an offer to acquire the shares of Picanol to all shareholders of Picanol, on the same terms and conditions as to which Xxx Xxxx and Xxxxxxx Xxxxxxxxxxx have committed

ƒ As Xxx Xxxx is a controlling shareholder of both Tessenderlo Group and Picanol at the time of the announcement of the intention to launch a voluntary public takeover bid, the Transaction falls within the scope of articles 20 to 23 of the Royal Decree of 27 April 2007 (as amended) on public takeover bids (the ͞ZŽLJĂ

ĞĐƌĞĞ͟Ϳ

ƒ In light thereof, the independent directors of Picanol have appointed us, Degroof Petercam Corporate Finance NV/SA, having its registered office at Xxxxxxxxxxxxx 00, 0000 Xxxxxxxx, Xxxxxxx and registered at the Kruispuntbank van Ondernemingen / Banque-Carrefour des Entreprises under the number 0864.424.606 ;͞ W as&an͟inͿde͕pendent financial expert with the request to prepare a report in accordance with article 23 of the Royal Decree (the ͞ZĞƉ.Žƌ DPCF is a wholly owned subsidiary of Bank Degroof Petercam SA/NV, having its registered office at xxx xx xx/XX00X, 0X00x0 xXxxxxxXxxx, Xxxxxxx and registered at

the Kruispuntbank van Ondernemingen / Banque-Carrefour des Entreprises under the number 0403.212.172 ;͞ DĂeŶgroŬof WĞƚĞƌĐĂŵ͟Ϳ

ƒ The Report includes:

x A description of the scope and tasks performed by DPCF;

വ A statement of independence;

വ An overview of the transaction;

വ A description of the main factual information regarding the Company, the Bidder and their financials; വ A valuation of the Company and the Bidder, including an overview of the valuation methods applied; വ Conclusions on our valuation analysis and subsequent exchange rate; and

വ X XXXxXXxX XX ƚŚĞ ǀĂůƵĂƚŝŽŶ ƉĞƌĨŽƌŵĞĚ ďLJ ƚŚĞ ŝĚĚĞƌ͛Ɛ ĨŝŶĂŶĐŝĂů Ă

ƒ This Report will be attached to the prospectus which will be submitted by Tessenderlo Group to the FSMA in accordance with article 23 of the Royal Decree

6 Strictly confidential

Assignment scope

ƒ DPCF has allocated five resources to prepare this Report, consisting of:

x Xxxx Xx Xxxxxxx, Managing Partner;

x Xxxxxxx Xxxxx, Managing Partner;

x Xxxxxxxxx Xxx Xxxxxx, Senior Vice President;

x Xxxxxx Xxxxxxx, Associate; and

x Xxxxxxxxxx Xxxxxxxxx, Associate

ƒ DPCF has a vast experience in financial expert assignments and provided numerous company valuations as well as fairness opinions as illustrated in Appendix F

ƒ During our assignment carried out between July 7, 2022 and October 13, 2022(1), we have performed the following tasks:

വ ,ĂĚ ƐĞǀĞƌĂů ŵĞĞƚŝŶŐƐ ĂŶĚ ĐŽŶĨĞƌĞŶĐĞ ĐĂůůƐ ǁŝƚŚ ƚŚĞ ŽŵfƉthĂe CŶoLJmp͛anƐy anŵd tĂheŶĂŐ financial advisor of the Bidder. More specifically, we interacted with the following individuals from the Company and the Bidder:

‡ Xxxx Xxxxxxxxxxx, Vice President Finance at Tessenderlo Group

‡ <ĂƌĞŶ ͛,ŽŶĚƚ͕ 'ƌŽƵƉ ŽŶƚƌŽůůĞƌ Ăƚ WŝĐĂŶŽů വ Collected and analysed detailed financial information on the Company and the Bidder;

വ Analysed publicly available documents regarding the historical financial performance of the Company and the Bidder as per the Valuation Date, broker reports

and other external information sources;

വ Analysed the latest available business plan provided by the management of the Company and the Bidder and key assumptions;

വ Analysed the Transaction and its conditions in detail;

വ Performed an independent review of the exchange ratio by analysing the valuation of Picanol and Tessenderlo Group; and

വ ŽŶĚƵĐƚĞĚ XX XXXxXXxX XX xXX xXxXXxxXX ƉĞƌĨŽƌŵĞĚ ďLJ ƚŚĞ ŝĚĚĞƌ͛Ɛ Ĩ

ƒ Appendix A lists the documents we have received from the Company, the Bidder or its financial advisor

ƒ Appendix B contains an analysis of the valuation performed by the Bidder

ƒ In accordance with the engagement letter signed on July 13, 2022 between DPCF and Picanol, DPCF will have received a fixed fee of Φ300,000 (excluding VAT) for the issuance of this Report

Note: (1) Submission date of the final version of the Report; Assignment continued until prospectus approval

7 Strictly confidential

Disclaimer

ƒ The purpose of the Report is solely to comply with articles 20 to 23 of the Royal Decree

ƒ Degroof Petercam Corporate Finance ;͞ Wh as&a͟ssuͿmed and relied upon, without independent verification, the accuracy and completeness of the historic financial, accounting, legal and fiscal information in respect of the Company or the Bidder, as the case may be, provided to DPCF by or on behalf of the Company or the Bidder, as the case may be, as requested by DPCF, and therefore we do not bear any responsibility relating to the accuracy or completeness of this information

ƒ In addition, we have selected information from independent external sources of quality that we believe are relevant to the valuation of the securities subject to the Transaction (e.g. market research, comparable company information, valuation multiples of listed comparable companies and valuation multiples of transactions on comparable companies). DPCF assumes that information on market research, comparable companies and transactions on comparable companies provided by these external sources are in any respect, accurate, precise and complete. DPCF can not be held liable for the erroneous, inaccurate or incomplete nature of the above information

ƒ DPCF confirms that the assumptions made and methods withheld in the Report are reasonable and relevant

ƒ The preparation of this Report has been completed in final version for filing with the FSMA on October 13, 2022 and is based on market information as per June 30, 2022 (the ͞sĂůƵ ĂĂƚƚŝaĞnŽd͟ŶinͿformation relating to the Company and Bidder as available on the date of this Report. Subsequent events may have had an impact on the Company and Bidder's estimated value. DPCF is under no obligation to amend this report or to confirm it beyond the aforementioned date. DPCF has not been informed of any events or new information that have arisen and which would have had a significant impact on the valuation between the Valuation Date and the prospectus approval, other than the ones included in this Report

ƒ This Report may not be used for any other purpose, or reproduced, disseminated or quoted at any time and in any manner without prior written consent other than possibly in or as an attachment of the prospectus regarding the Transaction

8 Strictly confidential

2. Statement of independence

Independence of DPCF

ƒ DPCF and Bank Degroof Petercam declare and warrant to be in an independent position towards the Bidder, the Company and any affiliated company, as per

article 22 of the Royal Decree. More particularly, DPCF declares not to be in any of the situations described in article 22 of the Royal Decree

ƒ Bank Degroof Petercam was founded in 1871. It is a global and integrated bank active in wealth and asset management and in investment banking through, amongst others, its 100% subsidiary DPCF. It is therefore actively involved in a large number of financial transactions for the account of its clients and for its own account

ƒ Neither DPCF nor Bank Degroof Petercam have been mandated to advice or to assist in any manner any of the parties involved in the Transaction, with the exception of this assignment. In addition, DPCF has not been involved in any advice with regard to the terms of the Transaction

ƒ Neither DPCF nor Bank Degroof Petercam have a financial interest in the Transaction other than the fixed remuneration that DPCF will receive for the issuance of

this Report

ƒ There is no legal or shareholding link between the Bidder, the Company or their affiliated companies and any entity of the Bank Degroof Petercam group. No member of the Bank Degroof Petercam group serves as director of the Bidder, the Company or their affiliated companies

ƒ In the two years prior to the announcement of the Transaction, neither DPCF nor Bank Degroof Xxxxxxxx performed any other assignment on behalf of the Bidder, the Company or the companies related to them

ƒ DPCF confirms to have the requisite skills and experience to act as an independent expert and that its structure and organisation are adapted to execute such

role as per article 22 Α4 of the Royal Decree

ƒ Finally, neither DPCF nor Bank Degroof Petercam are holding a receivable or debt towards the Bidder, the Company or any of their affiliated companies to the extent that such receivable or debt is creating or likely to create a situation of economical dependency

10 Strictly confidential

3. Overview of the transaction

Schematic presentation of the transaction

Current group structure

Envisaged group structure(1)

100%

100%

76.87%

23.13%

3.8%

100.0%

11.4%

50.65%

Tessenderlo Group NV

Verbrugge NV

Rieter Holding AG

Picanol NV

64.90%

24.50%

Artela NV

Symphony Mills NV

Harmony Industries NV

99.81%

Manuco International NV

Xxxxxxx Xxxxxxxxxxx

Xxx Xxxx

100%

99.81%

100%

100%

54.0%

9.7%

100.0%

15.2%

Rieter Holding AG

Picanol NV

Tessenderlo Group NV

Manuco International NV

NewCo NV

Symphony Mills NV

Harmony Industries NV

Xxxxxxx Xxxxxxxxxxx

Xxx Xxxx

Step 1 ʹSimplification of the upper structure

Step 2 ʹCapital increase by contribution of shares Rieter Holding AG in Picanol NV

Step 3 ʹCapital increase by contribution of shares Picanol NV in Tessenderlo Group NV preceded by a takeover bid

Step 4 ʹMerger of Verbrugge NV with Picanol NV

Step 5 ʹElimination of the cross participation between Picanol NV and Tessenderlo Group NV

Note: (1) Based on a 100% acceptance rate of the Exchange Offer

12 Strictly confidential

4. Valuation methods and considerations

Analysis and selection of valuation methods (1/3)

Valuation scope and basis	ƒ The purpose of this Report is to determine the exchange ratio by valuing Picanol and Tessenderlo Group on a consolidated and going concern basis as per the Valuation Date ƒ DPCF has received from the management of Picanol the Business Plan covering the period 2022E-2027E as well as the H1 2022 financials, and from the management of Tessenderlo Group the Business Plan for the period 2022E-2026E as well as the historical financials for the period ending on June 30, 2022 ƒ DPCF has reviewed and adjusted, where deemed necessary, the business plan. DPCF's review and adjustments are based on discussions with management as well as comparisons with the Company & ŝĚĚhĞistƌor͛icaƐl performance and estimates prepared by brokers covering the Company and Bidder and listed comparable companies ƒ We have based our valuation analysis on the respective Business Plans and an extrapolation until 2030E
Primary valuation method	Discounted Cash Flow ;͞ An&al͟ysͿis ƒ We selected the DCF analysis as the leading valuation method for Picanol and Tessenderlo Group considering their specific outlook and ability to generate future cash flows ƒ We have assessed the assumptions underlying the projections in the Business Plan based on discussions with management and on the historical performance of the Company and the Bidder
Secondary valuation method	Comparable Company Analysis ;͞ ͟Ϳ ƒ Next to the DCF analysis, we have retained the CCA as an additional valuation method considering the availability of a relevant set of listed comparable companies active in the respective sectors of Picanol and Tessenderlo Group ƒ The CCA has been retained to reflect the current market environment, where valuations are under pressure due to increased uncertainty relating to economic growth and inflation as further discussed on slide 16 ƒ As the listed peers report under different accounting policies, adjustments have been made to be able to compare companies reporting under different accounting standards. For companies reporting under Local GAAP, adjustments were made to determine the financials according to IFRS standards with regards to leases ƒ EV/EBITDA and EV/EBIT were retained as the most appropriate and usual indicators

14 Strictly confidential

Analysis and selection of valuation methods (2/3)

Other valuation references

Share Price Performance ;͞^WW͟Ϳ ƒ The analysis of the SPP is not considered a relevant valuation method in practice and is usually used as a benchmark for other retained methods ƒ The limited liquidity of both the Picanol and Tessenderlo Group share complicates the interpretation of this analysis ƌŽŬTĞargƌetƐP͛rices ;͞dW͟Ϳ ƒ The ƌŽŬTĞP pƌroƐvi͛de a useful benchmark of Tessenderlo 'ƌŽƵvaƉlu͛e cƐonsidering the coverage by 5 brokers, while only one broker covers Picanol, rendering this method less relevant ƒ As such we have used this as a mere reference point

Excluded valuation methods

Comparable Transaction Analysis ;͞ d ͟Ϳ ƒ The CTA has a very limited applicability considering the small sample of recent comparable transactions available of targets directly comparable with Picanol and Tessenderlo Group ƒ In addition, considering the specific context of this transaction and limited information available on the targets (including regarding the impact of IFRS 16) the CTA method has been excluded as a valuation method ƒ An indicative list of selected transactions is added in Appendix E for information purposes only, and also includes the selection criteria used (geography, time horizon, business profile, etc.) Bid premium analysis ƒ The bid premium analysis provides a benchmark for the premium which has been paid in takeover bids ƒ DPCF has not selected the bid premium analysis given that the applicability is less obvious for an exchange offer Net Asset Value ;͞E s͟Ϳ ƒ DPCF has not selected the NAV analysis as it is a backward-looking approach and is more adequate for companies with significant tangible assets. This method does not assume a going concern and is thus rather used in case of liquidation scenarios Dividend Discount Model ;͞ D͟Ϳ ƒ DPCF has excluded the DDM approach, an equity-based valuation method based on assumed dividend distributions in the future, considering the lack of visibility on future dividends

15 Strictly confidential

Analysis and selection of valuation methods (3/3)

Excluded valuation methods

Leveraged Buy Out ;͞> K͟Ϳ

ƒ The LBO analysis is not relevant considering the Transaction context and the profile of the Bidder

16 Strictly confidential

Overview of valuation methods and references

Primary valuation method

Secondary valuation method

Other valuation references

CCA

DCF

Share price performance

ƒ Analysis of target prices published by research analysts covering the Company and Bidder's stock and based on selected methods

ƒ Often insufficient/recent information is available to verify the valuation assumptions in detail

ƒ Coverage of Tessenderlo Group (5 brokers) provides a comprehensive view on analyst valuations, yet Picanol is only covered by one broker

ƌŽŬĞƌƐ͛ ƚĂƌŐ ƚ

ƒ Calculating the present value of the unlevered free cash flows over a projection period and the terminal value, discounted at the expected rate of return

ƒ Preliminary cash flow analysis based on the Business Plan

ƒ Relies on several assumptions concerning valuation parameters (e.g. WACC, perpetual growth)

ƒ Analysis based on market valuations of

ĐůLJ ƚƌĂĚĞĚ ĐŽŵƉĂŶŝĞƐ

͞ĐŽŵƉĂƌĂďůĞ͟ ƉƵďůŝ with similar activities, financial characteristics and risk profile

ƒ Market multiples analysis applied to the respective operating results

ƒ Valuation based on relative prices paid by minority shareholders for comparable companies

ƒ Analysis of the share price performance and traded volumes of the Company and Bidder before announcement date vs. index benchmarks over a certain period

ƒ Captures a ĐŽŵƉĂŶLJ͛Ɛ ĨƵƚƵƌƒĞ VaŐluaƌtioŽn ǁis rƚelŚati ve rather than absolute

prospects and risk profile but accurately predicting medium to long term cash flows is complex

ƒ Highly dependable on several assumptions (e.g. sales growth, costs evolution, etc.)

ƒ Does not include any control or synergies premium

ƒ Assumes that similar companies share key business and financial characteristics, business drivers and risks

Valuation focus

17 Strictly confidential

Additional remarks

Impact of the COVID crisis

ƒ The COVID crisis caused a global recession in 2020 with a significant impact on the economy and stock markets. The share prices and financial projections (and thus the trading multiples) of comparable companies, as well as the forecasts for Picanol and Tessenderlo Group were affected by the COVID crisis

ƒ It is impossible to quantify the exact short-term and long-term effects of the COVID crisis on stock prices and financial projections in addition to other macro- economic effects as well as the impact of sector and company specific developments

ƒ Furthermore, there is currently no clear consensus on the impact of the COVID crisis on the world economy and the recovery for the coming years

Impact of the Ukraine war

ƒ In February 2022 Russia invaded Ukraine, which had a widespread macro-economic effect by exacerbating supply and demand tensions and driving inflationary pressures which were already present due to the COVID crisis

ƒ Consumer sentiment and the threatening global economic growth has an important impact on the stock market and financial outlook of companies, the impact of which remains unclear

ƒ Uncertainty remains how the fallout of the conflict will further evolve yet it is expected to have a prolonged effect on the global economy

18 Strictly confidential

Additional remarks

General comments on IFRS 16

ƒ DPCF has based its DCF analysis on pre-IFRS 16 figures of Tessenderlo Group and Picanol to correctly account for the cash impact of lease payments, while taking a similar approach to the net financial debt figures thereby excluding leases from the calculation

ƒ For the CCA, DPCF has made consistent use of EBITDA, EBIT and net financial debt figures, for Tessenderlo Group, Picanol and comparable listed companies by making adjustments to be able to compare companies reporting on a pre-IFRS 16 and post-IFRS 16 basis, by translating the respective metrics to IFRS measures (including the impact of IFRS 16) as most of the peers report under IFRS

ƒ The introduction of IFRS 16 improves the transparency of leasing policies and the comparability of listed companies:

വ The distinction between a financial and an operating lease disappears, making financial debts (including leases) a stronger measure of capital intensity (external resources used by a company to finance its operating assets). It is therefore no longer possible to hide part of the costs related to productive assets in operating costs by means of operating leases

വ All operating lease costs disappear from EBITDA, making EBITDA a more comparable measure of operational profitability. Differences in productivity (EBITDA / Invested Capital) become clearer as a result

ƒ However, it should be noted that comparability under IFRS 16 will never be optimal because, inter alia, IFRS 16 provides scope for interpretation and subjectivity and differences in the terms of operating leases will create a higher/lower lease liability

ƒ IFRS 16 thus has, according to DPCF, a positive impact on the comparability between companies in the context of an analysis of comparable listed companies (both for the valuation ratios and for the key data)

Determination of the value of xxx Xxxxxx Holding stake

ƒ For xxx Xxxxxx Holding stake of 11.4% currently held by Xxxxxxx, DPCF has taken the same valuation as used for the contribution of the 3.8% stake in Rieter Holding held by Oostiep Group in Picanol i.e., the 3-month VWAP on June 30, 2022, which equals CHF 126.72 per share

ƒ Xxx Xxxxxx Holding stake of 11.4% has been included in the Adjusted Net Financial Debt on slide 77

19 Strictly confidential

5. Valuation of Tessenderlo Group

5.1 Company overview 19

5.2 Valuation considerations 21

5.3 Other valuation references 54

5.4 Valuation overview 59

5. Valuation of Tessenderlo Group

5.1 Company overview 19

5.2 Valuation considerations 21

5.3 Other valuation references 54

5.4 Valuation overview 59

Business description of Tessenderlo Group

Description Key KPIs (2021)

ƒ Initially founded as a chemical company in 1919, Tessenderlo Group has progressively expanded its activities and diversified into a large industrial group

Geographical split (2021)

4% 3% 4%

ƒ The company now counts four divisions focusing on (i)

Founded in

+4,800

Φ Ϯ͘ϭ ďŝůůŝŽŶ

agricultural products, (ii) valorising bio-residuals, (iii) industrial water solutions and (iv) energy

ƒ Through its different segments, the company is marketing its products and services worldwide via local branches in a.o. Europe, Asia and the Americas

1919

employees

2021 revenue

31%

Φ Ϯ͘ϭďŶ

2021 revenue

58%

ƒ In 0000, Xxxxxxxxxxx 'ƌŽƵreƉve͛nuƐe equalled approx.

Φ2.1bn with a REBITDA of Φ356m

+100 locations

worldwide

Listed on

Euronext Brussels

Φ ϯϱ20ϲ21ŵ

REBITDA(2)

Europe North America

South America Asia

RoW

Business overview

Segment Revenue split Business activities

AGRO(1) BIO

VALORISATION

INDUSTRIAL SOLUTIONS

36.3% of revenue

31.2% of revenue

29.1% of revenue

15.4%

44.1%

46.0%

9.9%

13.8%

40.5%

Φ ϳϰϵŵ

Φ ϲϰϯŵ

54.0%

Φ ϲϬϬŵ

76.3%

‡ Crop Vitality: production of (sulphur-based) crop nutrition products

x Xxxxey International: producer of liquid, soluble and solid plant nutrition products

‡ Novasource: producer of crop protection products

‡ PB Leiner: supplies a complete range of high-quality gelatines and collagen peptides

‡ Akiolis: production of high-value proteins and fats derived from animal by-products

‡ Dyka: piping solutions for utilities, agricultural, building and civil engineering markets

‡ Kuhlmann WT: chemicals for the treatment of wastewater or purification of drinking water

3.4% of revenue

‡ Moleko: specialized in sulphur chemistry for mining and industrial markets

T-POWER

Φ ϳϭŵ

‡ T-Power: production of electricity by means of a combined cycle gas turbine with a 425 MW capacity

Notes: (1) Violleau which focusses on organic fertilizers will be integrated in the Agro segment as of 2022 (before under the Bio Valorisation segment); (2) the difference compared to the Φ354m Adjusted EBITDA reported by Tessenderlo Group in its annual report 2021 relates to descoped activities

Sources: Annual report 2021, Company website

22 Strictly confidential

5. Valuation of Tessenderlo Group

5.1 Company overview 19

5.2 Valuation considerations 21

5.3 Other valuation references 54

5.4 Valuation overview 59

Analysis of key business plan drivers and assumptions (1/4)

Basis for preparation

1

Revenue

ƒ DPCF has constructed the extended business plan 2022E-2030E based on the Business Plan 2022E-2026E including the current outlook for 2022E(1), received from the management, as well as several interactions we had with the management

ƒ The management of Tessenderlo Group has shared assumptions and drivers for the following metrics:

ƒ Revenue growth based on expected volumes and pricing;

ƒ Direct and indirect costs;

ƒ Depreciation and amortization;

ƒ Other cash items and adjustments;

ƒ Taxes;

ƒ Net working capital; and

ƒ Capex

ƒ The Business Plan does not include any potential future acquisitions

ƒ In order to reach a normalized FCFF, DPCF has forecasted four additional years (2027E - 2030E) per segment which are further described on slides 31-40

Methodology

ƒ The 2022E-2026E revenues for the different business units are forecasted bottom up based on pricing and volume drivers

ƒ For 2022E the volumes and prices per product have been based on detailed input from the different business units which have been compared to overall market trends

Evolution

ƒ Revenue is expected to grow by 25.8% in 2022E as a result of higher material prices which are passed on to customers, partly compensated by lower volumes as customers anticipated higher prices by increasing their orders at the end of 2021A

ƒ Following a drop in 2023E of 11.3% as prices return to normal levels which already started slowly in the second half of 2022, revenue is

expected to grow by a CAGR of 3.7% from 2023E to 2026E on the back of higher volumes

ƒ Volume growth over the Business Plan is the result of debottlenecking initiatives (such as investments in storage tanks, expansion of supply sources, etc.) both in the AGRO and BIO (PB Leiner) segment which are expected to gradually lead to higher capacity in the different production sites

ƒ Another growth area is the roll-out of the solid and liquid fertiliser business in Euroxx xxxxx xhe Kerley International business unit

Note: (1) Except for T-Power where the Business Plan of management until 2040E was used

24 Strictly confidential

Analysis of key Business Plan drivers and assumptions (2/4)

1

Revenue

ƒ In addition, two new production sites, a plant focussing on liquid sulphur-based crop nutrition and sulphur chemistries in Defiance (US) and a Thio-Sul manufacturing plant in Geleen (Netherlands), are being constructed and are expected to become operational as from respectively the first quarter of 2024 and the third quarter of 2023. These will contribute to higher volumes

ƒ Volume growth in liquid fertilisers in Eastern Europe is projected to remain limited as a result of pressure on the supply of MOP for which a number of initiatives have been launched for alternative sourcing

ƒ DPCF has made a couple of adjustments to 2026E to reflect the slower ramp up of the Geleen plant and more gradual volume growth in the AGRO segment and added four additional years to account for a slowdown in growth towards 1.7% in 0000X

XXXX

ƒ Revenue of AGRO is expected to increase by 29.6% in 2022E as the result of higher sales prices while order intake further declines over the year leading to lower revenue in H2 2022E compared to the first half of the year. Prices are expected to return to historical levels as from 2023E leading to a 9.2% decline followed by a CAGR of 3.6% over the period 2023E-2026E as a result of volume growth as two new plants become operational and as other plants reach full capacity compared to a CAGR of 5.8% over the period 2017A-2021A and (0.9%) over the period 2017A-2020A

BIO

ƒ Revenue of BIO is forecasted to experience an increase of 28.6% in 2022E as a result of favourable price dynamics in both H1 2022A as well as H2 2022E and improvement in yield and value followed by a decline of 17.4% in 2023E as prices return to normal levels. Growth over the period 2023E-2026E is curbed by further pressure on volumes due to increased competition from suppliers which have started to process animal by-products themselves leading to a CAGR of 1.1% compared to a CAGR of 5.6% over the period 2017A-2021A and 3.6% over the period 2017A-2020A

INDU

ƒ Revenue for INDU is expected to grow by 20.2% in 2022E as sales prices increase which will be partially reversed in H2 2022E as the market decelerates and to a larger extent in 2023E with a decline of 7.4% as prices and volumes come under pressure. For the period 2024E-2026E growth is expected to decrease from 5.8% in 2024E where different sales initiatives focused on customer intimacy are expected to contribute to higher revenue to 3.0% in 2026E (at a CAGR of 4.0% due to the trend towards sustainability and circularity) compared to a historical CAGR of 6.9% over the period 2017A-2021A and 2.1% over the period 2017A-2020A

T-POWER

ƒ Revenue for T-POWER is forecasted to increase by 9.5% in 2022E followed by a decrease of 7.8%. Revenue is expected to remain stable until 2026E when the tolling agreement with RWE is terminated which will lead to higher revenues albeit at lower profitability

Note: The CAGR for the period 2017A-2021A and 2017A-2020A were both included to demonstrate the cyclicality of the business

25 Strictly confidential

Analysis of key Business Plan drivers and assumptions (3/4)

ƒ Gross profit margins are based on historical sales margin levels, future product mix and estimated evolution of the main raw material prices as well as the ability of the bidder to pass on these prices

ƒ Gross profit is expected to decrease in 2023E to 23.7% from 26.6% in 2021A as a result of lower volumes mainly in the AGRO segment

and a negative product mix effect (stronger growth of lower margin products) in the INDU segment

ƒ Over the period 2023E-2026E gross profit is forecasted to range between 23.2% and 23.8% which is lower than the average gross profit over the period 2017A-2021A of 26.2% as a result of constant gross profit per ton combined with a higher price per ton

ƒ The decrease in gross profit in 2026E is due to the termination of the tolling agreement between RWE and T-POWER in July 2026 for which management currently does not expect an extension after which the produced electricity will be marketed by Tessenderlo Group

2

Gross profit

3

REBITDA

ƒ REBITDA margin decreases in 2022E as result of lower gross profit while indirect costs are expected to grow at a 2.0% rate

ƒ Over the period 2023E-2026E, REBITDA margin is forecasted to range between 14.3% and 15.4%, the lower REBITDA in 2026E and

0000X

XXXX

ƒ REBITDA margin is expected to decline in 2022E from 20.9% to 19.4% as a result of lower volumes (which is increasingly playing in the H2 2022) partly compensated by higher contribution margins due to price dynamics. In 2023 REBITDA margin is expected to further decrease before returning to a higher level of 17.8% in 2026E vs. an average of 20.7% over the period 2017A-2021A where the latter was higher due to favourable price dynamics in the last years

BIO

ƒ REBITDA margin is forecasted to improve in 2022E-2024E to 14.5% as a result of higher production volumes. As from 2025E volumes level-off putting pressure on margins with REBITDA margin evolving to 12.9% in 2026E vs. an average of 10.3% over the period 2017A- 2021A as a result of increased revenue due to favourable market conditions and realized efficiency improvements since 2020A

INDU

ƒ REBITDA margin is expected to decrease from 14.1% in 2021A to 12.0% in 2022E and 10.0% in 2023E as a result of volume and product mix effects. As from 0000X XXXXXXX margin is expected to gradually improve towards 11.5% in 2026E as a result of economies of scale vs. an average of over the period 2017A-2021A 10.4% while EBITDA margin was higher in 2020A-2021A due to higher demand and increased production efficiency

26 Strictly confidential

͛ĚͿ

Analysis of key Business Plan drivers and assumptions (4/4)

3 REBITDA ;ĐŽŶƚ	T-POWER ƒ Following an increase from 74.4% in 2021A to 76.5% in 2022E, REBITDA margin is expected to gradually return to lower levels in 2025E. In 2026E the termination of the tolling agreement with RWE will drive down profitability, the full year effect will only be visible in the period as of 2027E where REBITDA margin is expected to fluctuate between 11.1% and 13.3%
4 Normalisation	ƒ The normalisation made to REBITDA relates to lease expenses which are recorded above normalised REBITDA to account for the cash impact of lease expenses ƒ Normalised REBITDA is used in the DCF while the CCA is based on the REBITDA excluding the lease expenses to retrieve a post-IFRS 16 measure in line with listed peers
5 Taxes	ƒ Tessenderlo 'ƌŽƵefƉfec͛tivƐe tax rate of 26.0% is based on the theoretical income tax rates in the countries where it operates
6 Capex	ƒ Capex levels are expected to remain elevated in 2022E-2024E due to investments in expansion capex across the different business units, including: ƒ Investment in the Defiance and Geleen plant for the AGRO segment ƒ Further improvements in the valorization process in the BIO segment ƒ Investments in production capacity and production efficiency improvements within the INDU segment ƒ As from 2025E a normalised capex is assumed for the different segments except for T-Power where in 2026E Φ16m in capex is included to reflect the necessary investment in maintenance to upgrade the production capacity as this gradually reduces over time
7 Other	ƒ Management forecasts for net working capital line items have been based on historical levels i.e. the working capital level in 2021 or the average over a longer period to reflect a normalised position over the business plan

27 Strictly confidential

Overview of the Business Plan

Historical

Business plan

DP forecast

&z ͖ ϯϭͬ

0000X

0000X

0000X

H1 2022A

H2 2022E

2022E

2023E

2024E

2025E

2026E

2027E

0000X

0000X

0000X

1,703	1,716	2,063	1,340	1,257	2,597	2,304	2,414	2,468	2,568	2,643	2,668	2,695	2,740
5.0%	0.8%	20.2%	n.a.	n.a.	25.8%	(11.3%)	4.7%	2.3%	4.0%	2.9%	0.9%	1.0%	1.7%
444	505	549	360	n.a.	n.a.	546	573	588	597	599	608	617	632
26.1%	29.4%	26.6%	26.9%	n.a.	n.a.	23.7%	23.8%	23.8%	23.2%	22.7%	22.8%	22.9%	23.1%
269	318	356	248	178	426	332	371	378	368	352	351	350	354
15.8%	18.5%	17.3%	18.5%	14.1%	16.4%	14.4%	15.4%	15.3%	14.3%	13.3%	13.2%	13.0%	12.9%
244	294	335	237	168	405	315	354	361	352	335	334	333	337
14.3%	17.1%	16.2%	17.7%	13.4%	15.6%	13.7%	14.7%	14.6%	13.7%	12.7%	12.5%	12.3%	12.3%
138	188	226	183	108	291	193	212	220	222	217	218	220	226
8.1%	10.9%	11.0%	13.6%	8.6%	11.2%	8.4%	8.8%	8.9%	8.6%	8.2%	8.2%	8.1%	8.3%
(104)	(100)	(96)	(59)	(71)	(130)	(191)	(149)	(84)	(94)	(82)	(85)	(89)	(92)
6.1%	5.8%	4.6%	4.4%	5.6%	5.0%	8.3%	6.2%	3.4%	3.7%	3.1%	3.2%	3.3%	3.4%
119	154	112	11	81	91	108	126	209	192	185	180	176	174

Revenue

Growth

Gross profit

Margin

REBITDA

Margin

Normalised REBITDA

Margin

REBIT

Margin

Capex

As % of revenue

FCF

28 Strictly confidential

Business Plan versus broker estimates

ZĞǀĞŶƵĞƐ ;ΦŵͿ

2.597

2.063 2.082

2.105

2.304 2.145

2.414 2.203

2.468 2.208

2.568

2.257

2021A

2022E

0000X

Xxxxxxxxxxx business plan

2024E

Broker estimates

2025E

2026E

Z /d ;ΦŵͿ

426

356

354

354

332

363

371

378

2021A

0000X

Xxxxxxxxxxx business plan

2023E

Broker estimates

2024E

191

96

96

130

118

116

149

153

2021A

0000X

Xxxxxxxxxxx business plan

2023E

Broker estimates

2024E

ĂƉĞdž ;ΦŵͿ

ƒ Broker consensus foresees a slightly increasing revenue over the period 2022E-2026E (CAGR 1.6%), while

management forecasts a strong increase in revenue in 2023E on the back of higher material prices followed by a decline in 2023E and subsequent CAGR of 3.7% for 2024E- 2026E leading to higher revenue estimates

ƒ REBITDA is expected to follow a similar course, yet characterized by a lower REBITDA margin in 2022E and 2023E according to management as a result of lower volumes while brokers forecast a stable and higher REBITDA margin

ƒ Management estimates capex to be higher in 2022E and 2023E as the company invests in future growth before converging to levels expected by research analysts in line with historical normalised levels

Sources: Broker reports, Bloomberg

29 Strictly confidential

DCF methodology (1/2)

DCF definition	The DCF method is an intrinsic valuation methodology, which is based on: ƒ Free Cash Flows to the Firm ;͞& p&ro&jec͟tioͿns over a period between 2022E and 2030E, based on management forecasts in the Business Plan for H2 2022E to 2026E, including adjustments were required, and extrapolations made by DPCF for the period of 2027E to 2030E; and ƒ A discount rate: the Weighted Average Cost of Capital ;͞t ͟Ϳ Where: ே ƒ t = the specific year ܨܥܨ௧ܨ ƒ N = the number of projection years ܧܸൌ෍ ͳ൅ܹܣܥܥܶ ൅ ௧ୀଵ
FCFF	The FCFF has been computed as follows: ƒ Normalized REBITDA: Based on the Normalized REBITDA in the Business Plan including adjustments and extrapolations made by DPCF. The Normalized REBITDA disregards the impact of IFRS 16 and includes the lease payments as an expense ƒ Taxes: An effective nominal corporate tax rate of 26.0% as per management estimate ƒ Capex: In line with the Business Plan and forecasted to evolve towards a normalized level ƒ (Change) in WC: According to the Business Plan and forecasted in function of sales For 2022E the FCFF expected to be generated in the second half of the year is included in the DCF
WACC	ƒ The WACC has been estimated based on management information, our selection of listed peers and DPCF estimates where no size discount has been taken into account given that the Equity Value of Tessenderlo Group is in the same range as Picanol as shown in Appendix G
Perpetual growth rate	ƒ With regard to the perpetual growth rate we have made assumptions per segment based on their respective growth expectations in the Business Plan period resulting from identified trends and capacity constraints and the assumption that capex is limited to maintenance capex. This leads to a lower growth rate for the different business units than the expected real GDP for the OECD countries of 1.26%(1) for the period 2030E-2060E plus inflation of 2% ƒ This compares to a long term growth rate applied by research analysts between 0.5% - 2.0% for Tessenderlo Group and the 1% growth rate applied by Tessenderlo Group

Note: (1) Based on OECD (2022), real GDP long-term forecast

30 Strictly confidential

DCF methodology (2/2)

Terminal value

Present value & sensitivity analysis

ƒ The terminal value has been estimated based on the following Xxxxxx-Xxxxxxx formula, assuming a perpetual growth rate per segment

ܶ݁ݎ݂݉݅݊ݎ݈ܽ݁ܿ݁ܽݏ݂݄݈݋ݐݓ݋ݐ݄݂݁݅ݎ݉

ܹܣܥܥെ݌݁ݎ݌݁݃ݐݎݑ݋ܽݓ݈ݐ݄

ƒ DPCF made the assumption that cash flows are evenly distributed over the year and used the mid-year convention, which means that the cash flows will be discounted on the following time factors: 0.25, 1.0, 2.0, etc. (in years)

ƒ The DCF method is sensitive to the assumptions made. Consequently, we applied a sensitivity analysis on market parameters such as the WACC and the perpetual growth rate, as well as on company specific metrics i.e. the REBITDA margin and revenue growth in the period 2023-2030 and terminal value

ƒ The sensitivities comprise a 2.00% range for the perpetual growth rate and WACC and a 1.00% range for the REBITDA margin and revenue growth with two lower and two higher increments vs. the retained midpoint

31 Strictly confidential

Weighted Average Cost of Capital (WACC) calculation

WACC calculations ƒ Cost of Equity is calculated based on

AGRO	BIO	INDU	T-POWER	Corporate
10.07%	10.03%	9.86%	8.21%
1.66%	1.66%	1.66%	1.66%
0.93	0.93	0.92	0.73 (1)
1.05	1.05	1.04	0.82
7.98%	7.98%	7.98%	7.98%
2.14%	2.14%	2.14%	2.14%
2.886%	2.886%	2.886%	2.886%
1.781%	1.781%	1.781%	1.781%
1.105%	1.105%	1.105%	1.105%
26.00%	26.00%	26.00%	26.00%
17.6%	17.6%	17.6%	17.6%
85.0%	85.0%	85.0%	85.0%
15.0%	15.0%	15.0%	15.0%

the Capital Asset Pricing Model

Cost of equity

;͞ WforDm͟ulaͿ:

വ Risk free rate of 1.66% based on

Cost of debt (after tax)

Risk free rate Unlevered beta Levered beta (4) Equity risk premium

Cost of debt IRS

Gearing

Spread Tax rate

Equity Debt

WACC

8.9% 8.8% 8.8% 7.3% (2)

8.7%

the French 10-year government bond;

വ Unlevered beta based on the betas of the respective peer group;

വ Equity risk premium of 7.98% as estimated by DPCF

ƒ The cost of debt (pre-tax) is determined using market parameters:

വ IRS SWAP 5-year rate is used as a benchmark

വ An additional spread of 111 bps is added based on the average spread of BBB+ bonds from European industrials

ƒ The capital structure is determined based on the current gearing of Tessenderlo Group of 8% (3) and the median gearing of 21% of the peer group

ƒ A corporate WACC is calculated based on the relative weights of the four business units (in terms of enterprise value) and their WACCs

Notes: (1) Based on the beta in the Utility sector, more information can be found in Appendix C; (2) To account for the higher uncertainty inherent in the business plan following the termination of the RWE tolling agreement; as from 2026E a higher WACC is used in line with the corporate WACC; (3) Based on the Adjusted NFD (including IFRS 16) divided by the EV derived from the DCF exercise; (4) Levered beta = Unlevered beta x [ 1 + (1 ʹtax rate) x ሿ

32 Strictly confidential

AGRO ʹDiscounted Cash Flow

AGRO
	Actuals				Business Plan						DP Forecast
;ŝŶ ΦŵͿ	0000X	0000X	0000X	H1 2022A	H2 2022E	2022E	2023E	2024E	2025E	2026E	2027E	2028E	2029E	0000X	XX
Xxxxxxx	603	583	749	546	425	971	882	927	958	981	1,006	1,026	1,045	1,065	1,085
Growth (in %) YoY	2.2%	(3.3%)	28.5%	n.a.	n.a.	29.6%	(9.2%)	5.1%	3.3%	2.5%	2.6%	1.9%	1.9%	1.9%	1.9%
REBITDA	000	000	000	126	63	189	142	159	167	174	179	182	185	188	191
Margin (in %)	21.1%	22.7%	20.9%	23.1%	14.7%	19.4%	16.1%	17.1%	17.5%	17.8%	17.8%	17.8%	17.7%	17.6%	17.6%
Normalizations	(6)	(5)	(6)	(3)	(3)	(6)	(6)	(6)	(6)	(6)	(6)	(6)	(6)	(6)	(6)
Normalized REBITDA	121	127	151	123	60	183	136	153	162	168	173	176	179	181	185
D&A	(22)	(23)	(24)	(13)	(14)	(27)	(28)	(40)	(40)	(38)	(36)	(34)	(31)	(29)	(30)
REBIT	98	104	126	110	45	156	108	112	122	130	137	143	148	152	155
Margin (in %)	16.3%	17.8%	16.9%	20.2%	10.7%	16.0%	12.3%	12.1%	12.7%	13.3%	13.6%	13.9%	14.1%	14.3%	14.3%
Effective tax rate	16.3%	25.8%	18.5%	26.0%	26.0%	26.0%	26.0%	26.0%	26.0%	26.0%	26.0%	26.0%	26.0%	26.0%	26.0%
Taxes	(16)	(27)	(23)	(29)	(12)	(40)	(28)	(29)	(32)	(34)	(36)	(37)	(38)	(40)	(40)
CAPEX	(29)	(30)	(26)	(27)	(33)	(60)	(112)	(36)	(25)	(25)	(26)	(27)	(28)	(29)	(30)
Change in working capital	-	7	(46)	(54)	(12)	(66)	28	(7)	(3)	(1)	(8)	(7)	(6)	(6)	(6)
Unlevered Free Cash Flow to Firm (FCFF)					3	16	24	81	102	108	104	105	106	107	109

Discounted FCF to Firm

3

22

68

79

77

68

63

59

54

Enterprise Value

Total discounted FCF to Firm 493 38%

Discounted terminal value     794    62%

Enterprise Value 1,288

XX/XXXXXX 0000X 8.5x

XX/XXXXXX 0000X 7.0x

33 Strictly confidential

ƒ Valuation date June 30, 2022

ƒ 2022E-2026E based on the Business Plan provided by management including adjustments in Crop Vitality to account for the more gradual growth and in Xxxxxx International to correct for the slower ramp-up of the Geleen plant

ƒ W a&ss͛umƐptions post 2026E:

വ Stable revenue growth as of 2028E after reaching the maximum production capacity in 2027E

വ REBITDA margin decreases to 17.6%

വ Working capital remains stable as a percentage of sales

വ Capex is expected to evolve towards Φ29m in 0000X

XXXX ʹDiscounted Cash Flow sensitivity analysis

WACC vs. PGR

Revenue growth vs. REBITDA margin(1)

ŶƚĞƌƉƌŝƐĞ sĂůƵĞ ;ŝŶ ΦŵͿ

ŶƚĞƌƉƌŝƐĞ sĂůƵĞ ;ŝŶ ΦŵͿ

7.9%

WACC

8.4%

8.9%

9.4%

9.9%

Terminal growth

1,362	1,432	1,513	1,610	1,726
1,265	1,324	1,392	1,471	1,565
1,181	1,231	1,288	1,353	1,430
1,107	1,149	1,197	1,253	1,316
1,041	1,077	1,119	1,165	1,219

0.9% 1.4% 1.9% 2.4% 2.9%

(0.50%)

ȴr evenue growth per year

(0.25%)

0.00%

0.25%

0.50%

ȴR EBITDA margin per year

1,133	1,156	1,179	1,202	1,225
1,184	1,208	1,231	1,255	1,279
1,238	1,263	1,288	1,312	1,337
1,297	1,322	1,348	1,374	1,399
1,360	1,386	1,413	1,440	1,466

(0.50%) (0.25%) 0.00% 0.25% 0.50%

ĂƐĞĚ ŽŶ ƚŚĞƐĞ ƐĞŶƐŝƚŝǀŝƚŝĞƐ͕ ƚŚĞ ŶƚĞ(2) ƌƉƌŝƐĞ sĂůƵĞ ƌĂŶ

Notes: (1) Sensitivities on changes in REBITDA margin and revenue growth in the period 2023E-2030E and terminal value; (2) Based on the maximum and minimum within the shaded areas across sensitivities

34 Strictly confidential

BIO ʹDiscounted Cash Flow

BIO
	Actuals				Business plan						DP Forecast
;ŝŶ ΦŵͿ	0000X	0000X	0000X	H1 2022A	H2 2022E	2022E	2023E	2024E	2025E	2026 E	2027E	2028E	2029E	0000X	XX
Xxxxxxx	543	576	643	377	450	827	683	708	710	706	705	706	708	712	717
Growth (in %) YoY	9.3%	6.0%	11.7%	n.a.	n.a.	28.6%	(17.4%)	3.6%	0.2%	(0.5%)	(0.2%)	0.1%	0.3%	0.6%	0.6%
REBITDA	61	86	83	52	61	113	92	103	97	91	88	84	82	79	80
Margin (in %)	11.3%	15.0%	12.9%	13.8%	13.5%	13.6%	13.4%	14.5%	13.7%	12.9%	12.4%	12.0%	11.5%	11.1%	11.1%
Normalizations	(9)	(8)	(6)	(2)	(2)	(4)	(3)	(3)	(2)	(2)	(2)	(2)	(2)	(2)	(2)
Normalized REBITDA	53	78	77	50	59	108	88	100	95	89	85	82	79	77	77
D&A	(25)	(26)	(28)	(14)	(16)	(30)	(33)	(38)	(39)	(39)	(39)	(38)	(38)	(37)	(38)
REBIT	28	52	49	36	43	79	56	61	56	50	47	44	42	39	40
Margin (in %)	5.1%	9.1%	7.6%	9.4%	9.5%	9.5%	8.1%	8.7%	7.9%	7.1%	6.6%	6.2%	5.9%	5.5%	5.5%
Effective tax rate	16.3%	25.8%	18.5%	26.0%	26.0%	26.0%	26.0%	26.0%	26.0%	26.0 %	26.0%	26.0%	26.0%	26.0%	26.0%
Taxes	(5)	(13)	(9)	(9)	(11)	(20)	(14)	(16)	(15)	(13)	(12)	(11)	(11)	(10)	(10)
CAPEX	(56)	(46)	(43)	(19)	(39)	(58)	(46)	(73)	(33)	(32)	(33)	(35)	(36)	(37)	(38)
Change in working capital	-	1	(10)	(16)	2	(14)	10	(12)	(7)	(7)	(0)	(1)	(2)	(3)	(3)
Unlevered Free Cash Flow to Firm (FCFF)				6	11	17	37	(0)	00	00	00	00	00	27	27
Discounted FCF to Firm					11		00	(0)	00	00	00	00	17	14
Enterprise Value

Total discounted FCF to Firm 179 52%

Discounted terminal value     165    48%

Enterprise Value 344

XX/XXXXXX 0000X 4.5x

XX/XXXXXX 0000X 3.2x

35 Strictly confidential

ƒ Valuation date June 30, 2022

ƒ 2022E-2026E based on the Business Plan provided by management

ƒ W a&ss͛umƐptions post 2026E:

വ Revenue growth to gradually return to the terminal growth rate of 0.6% in 2030E reflecting the pressure on downstream activities due to increased competition as suppliers have started to process animal by- products themselves

വ REBITDA margin decreases further to 11.1%

വ Working capital remains stable as

a percentage of sales

വ Capex is expected to evolve towards Φ37m in 2030E

BIO ʹDiscounted Cash Flow sensitivity analysis

WACC vs. PGR

Revenue growth vs. REBITDA margin(1)

Enterprise Value ;ŝŶ ΦŵͿ

Enterprise Value ;ŝŶ ΦŵͿ

7.8%

WACC

8.3%

8.8%

9.3%

9.8%

Terminal growth

362	374	388	404	423
342	353	365	378	394
325	334	344	356	369
309	317	326	336	347
000	000	000	318	328

(0.4%) 0.1% 0.6% 1.1% 1.6%

(0.50%)

ȴr evenue growth per year

(0.25%)

0.00%

0.25%

0.50%

ȴR EBITDA margin per year

284	298	313	327	341
298	313	328	343	358
313	329	344	359	375
329	345	361	377	393
346	363	379	396	412

(0.50%) (0.25%) 0.00% 0.25% 0.50%

ĂƐĞĚ ŽŶ ƚŚĞƐĞ ƐĞŶƐŝƚŝǀŝƚŝĞƐ͕ ƚŚĞ Ŷ(2ƚ) ĞƌƉƌŝƐĞ sĂůƵĞ ƌĂŶ

Notes: (1) Sensitivities on changes in REBITDA margin and revenue growth in the period 2023E-2030E and terminal value; (2) Based on the maximum and minimum within the shaded areas across sensitivities

36 Strictly confidential

INDU ʹDiscounted Cash Flow

INDU
	Actuals				Business plan						DP Forecast
;ŝŶ ΦŵͿ	0000X	0000X	0000X	H1 2022A	H2 2022E	2022E	2023E	2024E	2025E	2026E	2027E	2028E	2029E	0000X	XX
Xxxxxxx	486	488	600	380	340	721	667	706	728	751	771	790	807	822	836
Growth (in %) YoY	3.0%	0.6%	22.8%	n.a.	n.a.	20.2%	(7.4%)	5.8%	3.1%	3.0%	2.7%	2.4%	2.1%	1.8%	1.8%
REBITDA	49	61	85	51	35	86	67	78	82	86	89	91	92	93	95
Margin (in %)	10.0%	12.6%	14.1%	13.4%	10.4%	12.0%	10.0%	11.0%	11.3%	11.5%	11.5%	11.5%	11.5%	11.4%	11.4%
Normalizations	(8)	(9)	(9)	(5)	(4)	(9)	(7)	(7)	(7)	(7)	(7)	(8)	(8)	(8)	(8)
Normalized REBITDA	40	53	76	46	31	77	60	70	75	79	81	83	85	85	87
D&A	(19)	(18)	(18)	(8)	(10)	(19)	(22)	(24)	(25)	(25)	(25)	(25)	(25)	(25)	(25)
REBIT	21	34	59	38	21	59	38	46	50	54	57	58	60	60	62
Margin (in %)	4.4%	7.0%	9.8%	10.0%	6.1%	8.2%	5.6%	6.5%	6.9%	7.2%	7.3%	7.4%	7.4%	7.4%	7.4%
Effective tax rate	16.3%	25.8%	18.5%	26.0%	26.0%	26.0%	26.0%	26.0%	26.0%	26.0%	26.0%	26.0%	26.0%	26.0%	26.0%
Taxes	(3)	(9)	(11)	(10)	(5)	(15)	(10)	(12)	(13)	(14)	(15)	(15)	(16)	(16)	(16)
CAPEX	(18)	(16)	(23)	(13)	(25)	(38)	(31)	(39)	(24)	(21)	(22)	(23)	(24)	(25)	(25)
Change in working capital	-	(1)	(31)	(51)	26	(25)	9	(5)	(2)	(1)	(4)	(4)	(3)	(3)	(3)
Unlevered Free Cash Flow to Firm (FCFF)					00	(0)	00	00	00	00	00	00	00	00	00
Discounted FCF to Firm					26		25	12	28	31	27	25	23	21
Enterprise Value

Total discounted FCF to Firm 219 41%

Discounted terminal value     312    59%

Enterprise Value 531

XX/XXXXXX 0000X 7.0x

XX/XXXXXX 0000X 6.9x

37 Strictly confidential

ƒ Valuation date June 30, 2022

ƒ 2022E-2026E based on the Business Plan provided by management

ƒ W a&ss͛umƐptions post 2026E:

വ Revenue growth to gradually evolve to the terminal growth rate of 1.8% in 2030E

വ REBITDA margin decreases to

11.4%

വ Working capital remains stable as a percentage of sales

വ Capex is expected to evolve towards Φ25m in 2030E

INDU ʹDiscounted Cash Flow sensitivity analysis

WACC vs. PGR

Revenue growth vs. REBITDA margin(1)

Enterprise Value ;ŝŶ ΦŵͿ

Enterprise Value ;ŝŶ ΦŵͿ

7.8%

WACC

8.3%

8.8%

9.3%

9.8%

Terminal growth

560	587	620	658	703
522	545	572	603	640
489	509	531	557	587
460	477	496	517	542
434	449	465	483	504

0.8% 1.3% 1.8% 2.3% 2.8%

(0.50%)

ȴr evenue growth per year

(0.25%)

0.00%

0.25%

0.50%

ȴR EBITDA margin per year

448	465	483	501	518
470	488	506	524	543
493	512	531	550	569
518	538	558	577	597
545	566	586	607	628

(0.50%) (0.25%) 0.00% 0.25% 0.50%

ĂƐĞĚ ŽŶ ƚŚĞƐĞ ƐĞŶƐŝƚŝǀŝƚŝĞƐ͕ ƚŚĞ Ŷ(2ƚ) ĞƌƉƌŝƐĞ sĂůƵĞ ƌĂŶ

Notes: (1) Sensitivities on changes in REBITDA margin and revenue growth in the period 2023E-2030E and terminal value; (2) Based on the maximum and minimum within the shaded areas across sensitivities

38 Strictly confidential

T-POWER ʹDiscounted Cash Flow

T-POWER
	Actuals				Business plan
;ŝŶ ΦŵͿ	0000X	0000X	0000X	H1 2022A	H2 2022E	2022E	2023E	2024E	2025E	2026E	2027E	0000X	0000X	0000X	TV
Revenue	71	69	71	37	42	78	72	72	72	130	160	146	135	141	125
Growth (in %) YoY	278.9%	(2.2%)	2.5%	n.a.	n.a.	9.5%	7.8%	0.8%	(0.0%)	78.8%	23.5%	(8.6%)	(7.5%)	4.3%	(11.6 %)
REBITDA	52	55	53	28	32	60	53	54	53	39	20	17	15	19	17
Margin (in %)	73.1%	78.9%	74.4%	76.2%	76.9%	76.5%	74.2%	74.1%	73.8%	30.5%	12.3%	11.5%	11.1%	13.3%	13.3%
Normalizations	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Normalized REBITDA	52	55	53	28	32	60	53	54	53	39	20	17	15	19	17
D&A	(39)	(37)	(38)	(19)	(19)	(38)	(39)	(38)	(38)	(27)	(18)	(18)	(18)	(18)	(16)
REBIT	13	17	15	9	13	22	15	16	16	12	1	(1)	(3)	1	0
Margin (in %)	18.0%	25.2%	21.6%	24.4%	31.1%	27.9%	20.3%	22.0%	21.9%	9.6%	0.8%	-1.0%	-2.4%	0.4%	0.4%
Effective tax rate	16.3%	25.8%	18.5%	26.0%	26.0%	26.0%	26.0%	26.0%	26.0%	26.0%	26.0%	26.0%	26.0%	26.0%	26.0%
Taxes	(2)	(5)	(3)	(2)	(3)	(6)	(4)	(4)	(4)	(3)	(0)	0	1	(0)	(0)
CAPEX	-	(7)	(3)	-	-	-	-	-	-	(16)	(1)	(1)	(1)	(1)	(1)
Change in working capital	-	2	3	1	(3)	(2)	(10)	(0)	0	2	-	-	-	-	-
Unlevered Free Cash Flow to Firm (FCFF)					25	52	40	50	49	22	18	16	15	18	16
Discounted FCFF					25		37	43	40	16	12	10	8	9

Enterprise Value

Total discounted FCF to Firm 200 83%

Discounted terminal value      40    17%

Enterprise Value 240

XX/XXXXXX 0000X 4.5x

XX/XXXXXX 0000X 4.0x

39 Strictly confidential

ƒ Valuation date June 30, 2022

ƒ 2022E-2030E based on the projections provided by management

ƒ An adjustment has been made for capex of Φ16m in 2026E and in the years 2027E-2030E an amount of capex is foreseen to reflect the required maintenance investment of Φ8m every 10 years

ƒ Terminal value is based on the FCFF expected until 2040E (equivalent of a negative 11.6% terminal growth rate)

ƒ Despite the decision to grant a permit for the construction of a second 900 MW gas plant, there is currently no certainty that the construction will take place

T-POWER ʹDiscounted Cash Flow sensitivity analysis

WACC vs. PGR

Revenue growth vs. REBITDA margin(1)

Enterprise Value ;ŝŶ ΦŵͿ

Enterprise Value ;ŝŶ ΦŵͿ

6.3%

WACC(2)

6.8%

7.3%

7.8%

8.3%

Terminal growth

248	250	251	252	254
243	244	246	247	248
000	000	000	242	243
233	234	235	237	238
229	230	231	232	233

(12.6%) (12.1%) (11.6%) (11.1%) (10.6%)

(0.50%)

ȴr evenue growth per year

(0.25%)

0.00%

0.25%

0.50%

ȴR EBITDA margin per year

232	234	236	237	239
235	236	238	240	241
237	239	240	242	244
239	241	243	245	246
242	243	245	247	249

(0.50%) (0.25%) 0.00% 0.25% 0.50%

ĂƐĞĚ ŽŶ ƚŚĞƐĞ ƐĞŶƐŝƚŝǀŝƚŝĞƐ͕ ƚŚĞ Ŷ(3ƚ) ĞƌƉƌŝƐĞ sĂůƵĞ ƌĂŶ

Notes: (1) Sensitivities on changes in REBITDA margin and revenue growth in the period 2023E-2030E and terminal value; (2) as from 2026E the change in WACC is applied to the higher WACC; (3) Based on the maximum and minimum within the shaded areas across sensitivities

40 Strictly confidential

Corporate
	Actuals				Business plan						DP Forecast
;ŝŶ ΦŵͿ	0000X	0000X	0000X	H1 2022A	H2 2022E	2022E	2023E	2024E	2025E	2026E	2027E	2028E	2029E	2030E	TV
REBITDA	(20)	(17)	(21)	(9)	(13)	(22)	(21)	(22)	(22)	(23)	(23)	(24)	(24)	(25)	(25)
Normalizations	(2)	(1)	(1)	(1)	(1)	(1)	(1)	(1)	(1)	(1)	(1)	(1)	(1)	(1)	(1)
Normalized REBITDA	(22)	(19)	(22)	(10)	(13)	(23)	(22)	(23)	(23)	(24)	(24)	(25)	(25)	(26)	(26)
D&A	(1)	(1)	(1)	(0)	(1)	(1)	(1)	(1)	(1)	(1)	(1)	(1)	(1)	(1)	(1)
REBIT	(23)	(20)	(23)	(10)	(14)	(24)	(23)	(24)	(24)	(25)	(25)	(26)	(26)	(27)	(27)
Effective tax rate	16.3%	25.8%	18.5%	26.0%	26.0%	26.0%	26.0%	26.0%	26.0%	26.0%	26.0%	26.0%	26.0%	26.0%	26.0%
Taxes	4	5	4	3	4	6	6	6	6	6	7	7	7	7	7
CAPEX	(2)	(2)	(1)	(0)	27	26	(1)	(1)	(1)	(1)	(0)	(0)	(0)	(0)	(0)
Change in working capital	1	(1)	(4)	0	(1)	(1)	(3)	-	-	-	-	-	-	-	-
Unlevered Free Cash Flow to Firm (FCFF)					16	8	(21)	(18)	(18)	(18)	(18)	(18)	(19)	(19)	(20)
Discounted FCF to Firm					15		(19)	(15)	(14)	(13)	(12)	(11)	(10)	(10)

Corporate ʹDiscounted Cash Flow

ƒ Valuation date June 30, 2022

ƒ 2022E-2026E based on the Business Plan provided by management

ƒ Degroof Petercam assumptions post 2026E:

വ REBITDA growth with 2.0%

വ Working capital remains stable

വ Maintenance capex assumed to grow with inflation of 2.0%

41 Strictly confidential

Corporate ʹDiscounted Cash Flow sensitivity analysis

Enterprise Value ;ŝŶ ΦŵͿ

WACC vs. PGR

7.7%

WACC

8.2%

8.7%

9.2%

9.7%

Terminal growth

1.00% 1.50% 2.0% 2.50% 3.00%

(254)	(267)	(284)	(303)	(326)
(235)	(246)	(260)	(276)	(294)
(219)	(229)	(240)	(253)	(268)
(205)	(213)	(222)	(233)	(246)
(192)	(199)	(207)	(216)	(227)

ĂƐĞĚ ŽŶ ƚŚĞƐĞ ƐĞŶƐŝƚŝǀŝƚŝĞƐ͕ ƚŚĞ Ŷƚ(Ğ1) ƌƉƌŝƐĞ sĂůƵĞ ƌĂŶ

Note: (1) Based on the maximum and minimum within the shaded areas across sensitivities

42 Strictly confidential

Sum-of-the-Parts ʹDiscounted Cash Flow

	Actuals		Business plan						DP Forecast
;ŝŶ ΦŵͿ	2021A	H1 2022A	H2 2022E	2022E	2023E	2024E	2025E	2026E	2027E	2028E	2029E	0000X	XX
Xxxxxxx	2,063	1,340	1,257	2,597	2,304	2,414	2,468	2,568	2,643	2,668	2,695	2,740	2,763
Growth (in %) YoY	18.1%	n.a.	n.a.	25.8%	(6.4%)	4.7%	2.3%	4.0%	2.9%	0.9%	1.0%	1.7%	0.8%
REBITDA	356	248	178	426	332	371	378	368	352	351	350	354	357
Margin (in %)	17.3%	18.5%	14.1%	16.4%	14.4%	15.4%	15.3%	14.3%	13.3%	13.2%	13.0%	12.9%	12.9%
Normalizations	(22)	(11)	(10)	(20)	(17)	(17)	(17)	(16)	(17)	(17)	(17)	(18)	(18)
Normalized REBITDA	335	237	168	406	315	354	361	352	335	334	333	337	339
D&A	(109)	(54)	(60)	(114)	(122)	(142)	(142)	(130)	(119)	(116)	(113)	(111)	(110)
REBIT	226	183	108	291	193	212	220	222	217	218	220	226	230
Margin (in %)	11.0%	13.6%	8.6%	11.2%	8.4%	8.8%	8.9%	8.6%	8.2%	8.2%	8.1%	8.3%	8.3%
Effective tax rate	18.5%	26.0%	26.0%	26.0%	26.0%	26.0%	26.0%	26.0%	26.0%	26.0%	26.0%	26.0%	26.0%
Taxes	(42)	(47)	(28)	(76)	(50)	(55)	(57)	(58)	(56)	(57)	(57)	(59)	(60)
CAPEX	(96)	(59)	(71)	(130)	(191)	(149)	(84)	(94)	(82)	(85)	(89)	(92)	(94)
Change in working capital	(89)	(119)	11	(108)	34	(24)	(12)	(8)	(12)	(12)	(11)	(11)	(11)
Unlevered Free Cash Flow to Firm (FCFF)			81	92	108	126	209	192	185	180	176	174	175

Enterprise Value

Total discounted FCF to Firm 1,002

Discounted terminal value              1,162

Enterprise Value 2,163

XX/XXXXXX 0000X 6.1x

XX/XXXXXX 0000X 5.1x

43 Strictly confidential

Sum-of-the-Parts ʹDiscounted Cash Flow sensitivity analysis

WACC vs. PGR

Enterprise Value ;ŝŶ ΦŵͿ

ƋƵŝƚLJ ǀĂůƵĞ(2 ) ƉĞƌ ƐŚĂƌĞ ;ŝŶ Φ

ȴ t

(1.0%)

(0.5%)

0.0%

0.5%

1.0%

ȴ ƚĞƌŵŝŶĂů ŐƌŽǁƚŚ

2,278	2,375	2,488	2,621	2,780
2,138	2,220	2,314	2,423	2,552
2,014	2,084	2,163	2,255	2,361
1,904	1,964	2,032	2,109	2,197
1,806	1,858	1,916	1,982	2,056

(1.0%) (0.5%) 0.0% 0.5% 1.0%

(1.0%)

ȴ t

(0.5%)

0.0%

0.5%

1.0%

ȴ ƚĞƌŵŝŶĂů ŐƌŽǁƚŚ

49.8	52.1	54.7	57.8	61.4
46.6	48.5	50.6	53.2	56.2
43.7	45.3	47.1	49.3	51.7
41.1	42.5	44.1	45.9	47.9
38.9	40.1	41.4	42.9	44.7

(1.0%) (0.5%) 0.0% 0.5% 1.0%

Revenue growth vs. REBITDA margin(1)

Enterprise Value ;ŝŶ ΦŵͿ

Equity ǀĂůƵĞ ƉĞƌ (2Ɛ) ŚĂƌĞ ;ŝŶ ΦŵͿ

ȴ Z /d ŵĂƌŐŝŶ ƉĞƌ LJĞĂƌ ȴ Z /d ŵĂƌŐŝŶ ƉĞƌ LJĞĂƌ

ȴr evenue growth per year

1,857	1,914	1,971	2,027	2,084
1,946	2,005	2,064	2,122	2,181
2,042	2,103	2,163	2,224	2,285
2,144	2,207	2,270	2,333	2,396
2,253	2,319	2,385	2,450	2,516

(0.50%)

(0.25%)

0.00%

0.25%

0.50%

(0.50%) (0.25%) 0.00% 0.25% 0.50%

(0.50%)

ȴr evenue growth per year

(0.25%)

0.00%

0.25%

0.50%

(0.50%) (0.25%) 0.00% 0.25% 0.50%

ĂƐĞĚ ŽŶ ƚŚĞƐĞ ƐĞŶƐŝƚŝǀŝƚŝĞƐ͕ ƚŚĞ ŶƚĞ(3) ƌĂƉŶƌĚŝ ƐƚĞŚ Ğs Ă ůƋƵĞŝ ƚƌLJĂ ŶsŐĂĞůƐƵ Ğď ĞƉƚĞǁƌĞ Ğ^ŶŚ Ă

40.1	41.4	42.7	44.0	45.3
42.1	43.5	44.8	46.2	47.6
44.3	45.7	47.1	48.6	50.0
46.7	48.2	49.6	51.1	52.5
49.2	50.8	52.3	53.8	55.3

Notes: (1) For the sensitivity on revenue growth and REBITDA margin, the EV of Corporate was held constant; (2) Equity value per share was determined by subtracting the Adjusted Net Financial Debt (pre-IFRS 16), i.e. Φ129m and dividing by the number of shares issued, i.e. 43,154,979; (3) Based on the maximum and minimum within the shaded areas across sensitivities

44 Strictly confidential

From Enterprise Value to Equity Value per share

Valuation methods

-

ŶƚĞƌƉƌŝƐ͞ĞͿ sĂůƵĞ ;͞ s

Short term debt (excluding IFRS 16) 163.1

Long term debt (excluding IFRS 16) 168.8

Financial debt 331.9

Cash & cash equivalents (337.4)

Net financial debt (5.5)

Long term investment (1.2)

DTA on fiscal losses carried forward not recognized (38.9)

DTA recognized (33.5)

Loans granted (10.9)

Cash-like items (109.0)

Other investments (24.4)

Minority interest 1.5

Derivative financial instruments 17.7

Environmental provisions 108.8

Net pension liabilities 12.8

Deferred tax liabilities	76.7
Provisions	20.2
Accrued interests	5.6
Debt-like items	243.2
Adjusted net financial debt (excluding IFRS 16)	128.7
Financial leases	54.0
Adjusted net financial debt (including IFRS 16)	182.8

=

÷

=

Equity sĂůƵĞ ;͞ Ƌs͟Ϳ

Number of shares issued: 43,154,979

Equity Value per Share

ƒ The valuation method yields an estimate of Tessenderlo Group's Enterprise Value which is to be corrected with the Adjusted Net Financial Debt as per June 30, 2022, the result being the Equity Value

വ Financial debt excludes the impact of IFRS 16 in line with the treatment of lease expenses in the DCF

വ Adjustments include:

വ Deferred tax assets and liabilities

വ Financial assets including a loan granted to a JV and the book value

of its JVs

വ Derivative financial instruments relating to interest rates and PPA

വ Provisions including environmental provisions and net pension liabilities where the latter has been revised based on the current interest rate environment

വ Accrued interests

വ For the CCA method we add back the financial lease liabilities in line with IFRS 16

ƒ Tessenderlo Group has 43,154,979 issued shares as of June 30, 2022 including 31,503 in treasury shares

45 Strictly confidential

Peer group selection approach and trading multiples calculation methodology

ƒ We have selected 20 relevant listed peers, divided over the three segments of Tessenderlo Group i.e. AGRO, BIO & INDU

AGRO

ƒ We have selected 11 companies active in crop nutrients and crop protection generating revenue internationally

ƒ We have retained companies which are, to a certain extent, active in liquid crop fertilizers based on sulphur, as this is a particular niche market in the sector

BIO

ƒ We have retained two companies active in the collection & processing of animal by-products to gelatine, proteins and fats

INDU

ƒ We have selected seven companies active in water management which generate the majority of their revenues in Europe and the US

ƒ We have retained companies providing plastic piping systems or water treatment chemicals

ƒ Even though the selected companies in our reference groups have certain similarities with Tessenderlo Group and its different segments, it should be noted that

these companies are not fully comparable, in particular due to differences in geography, size, margin, financial structure and/or business model

ƒ Based on the share price of these companies as of the Valuation Date, we have calculated their market capitalisations and enterprise values by summing the most recent available net financial debts, adjusted for minorities, preference shares, pension obligations, investments(1), non-operating provisions and other non- operating assets or liabilities

ƒ We have calculated the trading multiples based on the EBITDA and EBIT forecasts estimated by research analysts for 2021A, 2022E, 2023E and 2024E

ƒ We have retained EV/EBITDA and EV/EBIT as valuation multiples as we consider EBITDA and EBIT the most relevant financial metrics in the context of Tessenderlo Group, as they provide a direct comparison, regardless of capital structure and are typically less affected by accounting differences. While EV/EBITDA does not take into account differences in depreciation policies, it excludes the overall impact of maintenance capex needed to support the business going forward, which is incorporated in the EV/EBIT

ƒ Trading multiples are calculated based on the local currency financials. For financials not reported in ΦD͕PCF has used the exchange rate of (i) the Valuation Date for the market capitalisation, Net Financial Debt, Enterprise Value, and (ii) the closing date of the financial year for financials to show financials in Φ

Note: (1) Investments consist of a.o. investments in non-consolidated companies (associates & affiliates), non-operational real estate and other financial assets

46 Strictly confidential

Comparable peers overview

Overview of reference groups and median multiples

0000X

XX/ XXXXXX

7,9x

3,5x

4,6x

2022E

2023E

AGRO

EV/ EBIT

6,3x

4,1x

5,7x

9,4x

15,0x

2024E

ƒ Reference group consisting of companies active in

the water-soluble fertilizers market and agrochem companies

BIO

EV/ EBITDA

EV/ EBIT

7,3x

6,1x

5,1x

5,0x

8,5x

13,5x

11,4x

2021A

2022E

2023E

2024E

ƒ Reference group consisting of companies active in the collection & processing of animal by-products and production of gelatine

9,4x

INDU

EV/

EBITDA

EV/ EBIT

6,4x

6,0x

5,7x

5,6x

11,9x

10,4x

2021A

2022E

2023E

2024E

ƒ Reference group consisting of companies active in the production of plastic pipes and companies producing water treatment chemicals

9,2x

8,7x

ƒ We have not applied a CCA to T-POWER as we understood that the prospects following the termination of the tolling agreement with RWE are highly uncertain and the business is expected to have a finite life

Note: EV and EBITDA include pro forma impact of IFRS 16 Sources: Capital IQ as of 30 June, 2022; Bloomberg

47 Strictly confidential

AGRO ʹKPI Analysis

Company	Sales CAGR		EBITDA margin			EBIT margin			Capex as % sales
	2019A-2021A	2022E-2024E	2021A	2022E	2023E	2021A	2022E	2023E	0000X	0000X	0000X
AGRO	11.5%	(2.3)%	20.9%	19.4%	16.1%	16.9%	16.0%	12.3%	3.5%	6.2%	12.8%
	(15.3%)	2.2%	19.9%	18.6%	21.8%	9.0%	7.2%	12.7%	7.4%	9.2%	10.9%
	(13.6%)	(15.1%)	28.0%	46.9%	39.0%	16.8%	39.5%	31.7%	12.6%	8.0%	8.2%
	15.6%	(15.2%)	26.9%	37.5%	34.0%	19.3%	32.5%	27.1%	5.5%	5.2%	5.9%
	19.1%	(23.7%)	44.4%	53.5%	48.6%	33.9%	49.5%	48.5%	7.7%	4.6%	5.7%
	12.4%	(12.6%)	17.8%	18.9%	17.2%	10.3%	14.8%	11.7%	6.0%	6.3%	6.2%
	18.9%	(22.0%)	29.8%	37.5%	33.3%	21.9%	33.5%	28.0%	10.2%	6.1%	6.3%
	18.2%	(12.8%)	38.6%	54.1%	50.6%	29.7%	51.5%	53.2%	17.1%	9.8%	7.7%
	6.5%	(10.0%)	23.0%	37.2%	34.1%	16.1%	32.6%	28.9%	9.5%	6.7%	6.7%
	12.7%	(18.6%)	30.3%	53.1%	42.8%	13.5%	44.6%	29.6%	8.6%	14.0%	10.5%
	5.1%	n.a.	26.6%	n.a.	n.a.	17.0%	n.a.	n.a.	n.a.	n.a.	n.a.
	7.5%	n.a.	11.9%	12.0%	12.5%	6.0%	7.8%	8.5%	n.a.	n.a.	n.a.
Median	12.4%	(15.1%)	26.9%	37.5%	34.1%	16.8%	33.0%	28.4%	7.6%	6.7%	6.7%

Note: EV and EBITDA include pro forma impact of IFRS 16 Sources: Capital IQ as of 30 June, 2022; Bloomberg

48 Strictly confidential

AGRO ʹComparable Companies Analysis

Company

XX/XXXXXX

0000X 2022E 2023E 0000X

XX/XXXX

2021A 2022E 2023E 2024E

4,3x

9,4x

5,7x

4,3x

1,8x

9,0x

4,2x

2,5x

7,5x

4,0x

6,3x

4,0x

15,8x

20,8x

9,4x

2,2x

12,9x

23,2x

3,1x

13,1x

12,9x

9,9x

9,6x

5,7x

7,9x

7,5x

5,0x

5,4x

22,0x

3,6x

3,5x

3,2x

2,5x

4,8x

4,7x

4,8x

4,1x

3,4x

5,9x

6,6x

7,7x

4,7x

5,6x

6,5x

11,0x

9,9x

8,6x

7,4x

28,5x

4,1x

3,7x

4,1x

2,8x

5,1x

5,9x

4,8x

6,1x

4,1x

5,6x

9,2x

9,5x

7.5x

9,4x

6,7x

10,5x

7,6x

11,0x

12,3x

3,7x

2,7x

n.a.

10,6x

n.a.

4,5x

3,9x

9,4x

n.a.

n.a.

7,9x

5,7x

15,0x

17,0x

17,2x

24,4x

4,3x

3,2x

n.a.

16,1x

n.a.

5,3x

5,7x

13,7x

n.a.

n.a.

10,0x

9,5x

Median 7.9x

Median 3.5x

Median 4.6x

Median 6.3x

Median 15.0x

Median 4.1x

Median 5.7x

Median 9.4x

Notes: EV and EBITDA include pro forma impact of IFRS 16; Median calculated excl. Tessenderlo Group Sources: Capital IQ as of 30 June, 2022; Bloomberg

49 Strictly confidential

BIO ʹKPI Analysis

Company	Sales CAGR		EBITDA margin			EBIT margin			Capex as % sales
	2019A-2021A	2022E-2024E	2021A	2022E	2023E	2021A	2022E	2023E	0000X	0000X	0000X
BIO	8.8%	(7.5%)	12.9%	13.6%	13.4%	7.6%	9.5%	8.1%	6.7%	7.0%	6.8%
	17.0%	(3.0%)	28.2%	25.2%	30.1%	19.0%	18.9%	23.5%	6.7%	5.3%	5.4%
	(10.3%)	8.2%	9.0%	9.5%	10.0%	4.0%	3.9%	4.9%	7.9%	7.4%	6.2%
Median	3.3%	2.6%	18.6%	17.4%	20.1%	11.5%	11.4%	14.2%	7.3%	6.3%	5.8%

Notes: EV and EBITDA include pro forma impact of IFRS 16; Over 1/3rd of Darling /ŶŐƌĞĚEBŝITDĞAŶreƚsulƐts͛from Bio-Diesel activities, explaining its higher EBITDA margin Sources: Capital IQ as of 30 June, 2022; Bloomberg

50 Strictly confidential

BIO ʹComparable Companies Analysis

4,3x

4,3x

4,2x

4,0x

15,8x

12,9x

13,1x

7,6x

5,2x

5,4x

11,3x

8,4x

7,0x

5,9x

5,1x

4,7x

15,7x

14,4x

10,4x

9,4x

6,3x

n.a.

6,6x

9,9x

2024E

2023E

2022E

2021A

2024E

2023E

2022E

0000X

XX/XXXX

XX/XXXXXX

Company

Median 7.3x

Median 6.1x

Median 5.1x

Median 5.0x

Median 13.5x

Median 11.4x

Median 8.5x

Median 9.4x

Notes: EV and EBITDA include pro forma impact of IFRS 16; Median calculated excl. Tessenderlo Group Sources: Capital IQ as of 30 June, 2022; Bloomberg

51 Strictly confidential

INDU ʹKPI Analysis

Company	Sales CAGR		EBITDA margin			EBIT margin			Capex as % sales
	2019A-2021A	2022E-2024E	2021A	2022E	2023E	2021A	2022E	2023E	0000X	0000X	0000X
INDU	11.1%	(1.0%)	14.1%	12.0%	10.0%	9.8%	8.2%	5.6%	3.8%	5.3%	4.7%
	14.6%	(4.0%)	23.5%	19.6%	19.5%	16.2%	13.1%	12.7%	3.9%	5.0%	5.4%
	4.6%	2.4%	17.5%	16.7%	17.0%	10.5%	11.2%	10.6%	7.2%	6.3%	6.2%
	7.5%	0.9%	15.9%	15.3%	15.0%	12.1%	11.7%	11.2%	3.5%	3.9%	3.9%
	(0.7%)	(0.3%)	16.3%	14.3%	14.9%	8.7%	7.7%	7.8%	7.4%	6.5%	6.7%
	(1.9%)	4.5%	12.5%	12.0%	12.7%	7.4%	8.6%	9.4%	5.3%	4.7%	4.6%
	13.4%	4.0%	20.3%	20.5%	20.6%	16.1%	16.6%	16.7%	6.0%	6.2%	5.2%
	10.8%	n.a.	13.7%	11.6%	n.a.	9.7%	7.9%	n.a.	n.a.	n.a.	n.a.
Median	7.5%	1.7%	16.3%	15.3%	16.0%	10.5%	11.2%	10.9%	5.7%	5.6%	5.3%

Note: EV and EBITDA include pro forma impact of IFRS 16 Sources: Capital IQ as of 30 June, 2022; Bloomberg

52 Strictly confidential

INDU ʹComparable Companies Analysis

Company

XX/XXXXXX

0000X 2022E 2023E 0000X

XX/XXXX

2021A 2022E 2023E 2024E

4,3x

4,4x

5,3x

5,5x

4,3x

5,1x

4,6x

5,2x

4,2x

5,4x

4,4x

5,3x

4,0x

5,5x

4,3x

5,2x

6,4x

8,9x

7,3x

15,8x

7,6x

6,8x

6,8x

12,9x

8,3x

7,1x

7,2x

13,1x

9,9x

8,1x

6,6x

7,2x

6,4x

8,8x

9,5x

9,9x

6,0x

8,5x

8,5x

9,9x

n.a.

6,0x

7,7x

8,1x

n.a.

5,7x

6,9x

7,4x

11,9x

14,8x

12,0x

14,0x

11,3x

12,0x

10,4x

14,4x n.a.

11,4x

10,5x

10,0x

n.a.

10,3x

9,3x

9,3x

Median 6.4x

Median 6.0x

Median 5.7x

Median 5.6x

Median 11.9x

Median 10.4x

Median 9.2x

Median 8.7x

Notes: EV and EBITDA include pro forma impact of IFRS 16; Median calculated excl. Tessenderlo Group Sources: Capital IQ as of 30 June, 2022; Bloomberg

53 Strictly confidential

Conclusion of Comparable Companies Analysis

ŵͿ

Valuation based on CCA

AGRO

BIO

INDU

EV/EBITDA 0000X

XX/XXXXXX 0000X

EV/EBIT 0000X

XX/XXXX 0000X

EV/EBITDA 0000X

XX/XXXXXX 0000X

EV/EBIT 0000X

XX/XXXX 0000X

EV/EBITDA 0000X

XX/XXXXXX 0000X

EV/EBIT 0000X

XX/XXXX 0000X

KPI per segment

189

142

156

108

113

92

79

56

86

67

59

38

Multiple

3.5x

4.6x

4.1x

5.7x

6.1x

5.1x

11.4x

8.5x

6.0x

5.7x

10.4x

9.2x

Range (1)

3.3x - 3.7x

4.3x - 4.8x

3.9x - 4.3x

5.4x - 5.9x

5.8x - 6.4x

4.9x - 5.4x

10.8x - 12x

8.1x - 8.9x

5.7x - 6.4x

5.4x - 6x

9.9x - 11x

8.7x - 9.6x

940

Enterprise ǀĂůƵĞ ;Φ

696 630

679 615

672 608

642 581

723 654

493 446

850

497 450

547 495

402

645 583

361

364

327

ƒ DPCF has based its CCA on the median EV/EBITDA and EV/EBIT multiples of the selected comparable companies (2):

ƒ For AGRO both 2022E and 2023E were retained, resulting in an estimated Enterprise Value of Φ622m to Φ688m with midpoint at Φ655m based on the EV/EBITDA multiple and 595m to Φ657m with midpoint at Φ626m based on the EV/EBIT multiple

ƒ For BIO only 2023E was retained as this segment is expected to be particularly impacted in 2022E by the current market condition with an EBITDA increase of 36% in 2022E which is to a large extent reversed in 2023E (while a similar trend is not present at its peers), resulting in an estimated Enterprise Value of Φ446m to Φ493m with midpoint at Φ469m based on the EV/EBITDA multiple and 450m to Φ497m with midpoint at Φ473m based on the EV/EBIT multiple

ƒ For INDU both 2022E and 2023E were retained, resulting in an estimated Enterprise Value of Φ429m to Φ475m with midpoint at Φ452m based on the EV/EBITDA multiple and 455m to Φ503m with midpoint at Φ479m based on the EV/EBIT multiple

Notes: EV and EBITDA include pro forma impact of IFRS 16; (1) Ranges have been based by taking respectively 95% and 105% of the midpoint; (2) Ranges are determined by taking the average over 2022E and 2023E where relevant

Sources: Capital IQ as of 30 June, 2022; Bloomberg

54 Strictly confidential

Conclusion of Comparable Companies Analysis

Calculation of Equity Value per share based on CCA methodology
	EV/EBITDA 0000X	XX/XXXXXX 0000X	EV/EBIT 0000X	XX/XXXX 0000X
KPI AGRO	189	142	156	108
Multiple AGRO	3.5x	4.6x	4.1x	5.7x
KPI BIO	n.r.	92	n.r.	56
Multiple BIO	6.1x	5.1x	11.4x	8.5x
KPI INDU	86	67	59	38
Multiple INDU	6.0x	5.7x	10.4x	9.2x
ŶƚĞƌƉƌŝƐĞ(1) sĂůƵĞ ;	ΦŵͿ 1,577		1,579
Range on retained multiple -5%	1,519		1,521
Range on retained multiple +5%	1,626		1,628
Adjusted Net Financial Debt	183		183
ƋƵŝƚLJ sĂůƵĞ ;ΦŵͿ	1,394		1,396
Range on retained multiple -5%	1,336		1,338
Range on retained multiple +5%	1,433		1,446
Number of shares issued (m)	43.2		43.2
ƋƵŝƚLJ sĂůƵĞ ƉĞƌ ^Ś	ĂƌĞ ;ΦͿ 32.3		32.3
Range on retained multiple -5%	31.0		31.0
Range on retained multiple +5%	33.4		33.5

Note: (1) For AGRO and INDU the average of 2022E and 2023E is taken while for BIO only 2023E is retained. In addition as the CCA methodology was not retained for T-POWER or Corporate we have taken their DCF valuation of respectively Φ240m and ;Φ240m) to determine the Enterprise Value of Tessenderlo Group

55 Strictly confidential

5. Valuation of Tessenderlo Group

5.1 Company overview 19

5.2 Valuation considerations 21

5.3 Other valuation references 54

5.4 Valuation overview 59

Share performance analysis (1/3)

5-year share performance evolution (pre-announcement)

ƒ Tessenderlo Group is listed on Euronext Brussels since 1937

^ŚĂƌĞ ƉƌŝĐĞ ;ΦͿ sŽůƵŵĞ ;ƒ͚TϬhϬe gϬraͿph shows the evolution of the stock market

70,0

60,0

50,0

40,0 1 2

3

30,0

20,0

10,0

4 5 67 8

700

600

+33.9%

500

+10.2%

400

+9.2%

-19.4%

300

200

100

price of Tessenderlo Group as well as the volumes traded in the five years preceding the announcement by Tessenderlo Group on July 8, 2022 of its intention to launch a conditional voluntary public takeover bid on all the shares of Picanol that it does not yet own

ƒ Over a 5-year period, Tessenderlo Group shares underperformed the different benchmarks

0,0

Jul-17 Jan-18

Jul-18 Jan-19

Jul-19 Jan-20

Jul-20 Jan-21

Jul-21 Jan-22

0

News flow
1	Start production of a new liquid fertilizer plant in France
2	Opening of a new liquid fertilizer manufacturing facility in the US
3	Acquisition of T-Power
4	Acquisition of Naes Belgium responsible for the operation of the T-Power 425 MW CCGT in Tessenderlo
5	Acquisition of REHAU Tube plant in France
6	Opening of a new SOLUGEL production facility in the US (PB Leiner)
7	Start of the COVID crisis
8	^ƚĂƌƚ ŽĨ Ă ƐŚĂƌĞ ƌĞƉƵƌĐŚĂ

Jul-22

Volume ('000) Tessenderlo Group rebased STOXX Europe 600 Chemicals

rebased STOXX Europe 600 rebased BEL Mid

Results announcements

Sources: Capital IQ as of July 7, 2022; Press releases

57 Strictly confidential

Share performance analysis (2/3)

ƒ Over the last year preceding the announcement,

1-year share performance evolution (pre-announcement)

Tessenderlo Group share price decreased by 16.7%,

^ŚĂƌĞ ƉƌŝĐĞ ;ΦͿ sŽůƵŵĞ ;͚aϬϬstϬroͿnger decrease than the more general

45,0

40,0

35,0

30,0

25,0

20,0

15,0

10,0

5,0

0,0

1 2 3 4 6

5

140

120

-5.9%

100

-9.7%

80

-16.7%

-24.9%

60

40

20

0

benchmarks yet outperforming the STOXX Europe 600 Chemicals which experienced a 24.9% decrease over the same period

ƒ On July 7, 2022, Tessenderlo 'ƌŽƵshƉar͛e Ɛprice reached Φ 29.75, representing a market capitalisation of Φ1,283m

ƒ On July 8, 2022 pre-market, it was announced that the Exchange Ratio was set at 2.43 where Tessenderlo Group was valued for the purposes of the exchange offer at Φ1,656m

ƒ On September 7, 2022 a joint press release communicated an adjusted Exchange Ratio of 2.36, reflecting an equity value of Φ 1,751.5m for Tessenderlo Group

News flow
1	Tessenderlo was not selected to build the 900 MW gas-fired power plant
2	Investments in the US (new fertilizer plant) and the Netherlands (storage and transhipment assets)
3	Russian invasion of Ukraine
4	Acquisition of French piping activities from Wienerberger Group
5	New permit application for the construction of a new 900 MW CCGT power plant
6	Repurchase of shares as part of the senior management compensation plan

Jul-21 Aug-21 Sep-21 Oct-21 Nov-21 Dec-21 Jan-22 Feb-22 Xxx-00 Xxx-00 Xxx-00 Jun-22 Jul-22

Volume ('000) Tessenderlo Group rebased STOXX Europe 600 Chemicals

rebased STOXX Europe 600 rebased BEL Mid

Results announcements

Sources: Capital IQ as of July 7, 2022; Press releases

58 Strictly confidential

Share performance analysis (3/3)

ƒ The table on the left shows a detailed analysis of the evolution of Tessenderlo 'ƌŽƵsƉhar͛e Ɛprice over the selected periods before the Announcement Date. For each period, the following elements were observed:

വ The average share price;

വ The highest share price;

വ The lowest share price; and

Premium and liquidity analysis
^ŚĂƌĞ ƉƌŝĐĞ ;ΦͿ ďĞĨŽƌĞ ƚŚĞ	Average	Max	Min	VWAP
^ŚĂƌĞ Ɖƌŝ-ĐJulĞ-22 ;ΦͿ XX XX x	29.8	29.8	29.8	29.8
1 month	30.2	31.7	29.1	30.2
3 months	31.6	33.9	29.1	31.5
6 months	32.8	36.5	29.1	32.9
12 months	33.3	37.0	29.1	33.3
/ŵƉůŝĐŝƚ ǀĂůƵĞ ƉĞƌ ƐŚĂƌĞ ;Φ	40.6	40.6	40.6	40.6
Implied premium (%) of implicit value per ƐŚĂƌ4Ğ0.6 ) ;Φ
^ŚĂƌĞ Ɖƌŝ-ĐJulĞ-22 ;ΦͿ XX XX x	36.4%	36.4%	36.4%	36.4%
1 month	34.2%	28.0%	39.7%	34.5%
3 months	28.4%	19.7%	39.7%	29.0%
6 months	23.7%	11.4%	39.7%	23.4%
12 months	21.9%	9.7%	39.7%	21.9%
ĂŝůLJ ǀŽůƵŵĞƐ ;͚ϬϬϬͿ
1 month	14.69	29.25	5.46	-
3 months	13.59	62.17	1.50	-
6 months	19.21	76.89	1.50	-
12 months	20.42	114.42	1.38	-

വ The volume weighted average share price ;͞st W͟

ƒ The implicit value per share based on the relative valuation of Tessenderlo Group for the purpose of the Exchange Ratio and as communicated on September 7, 2022 divided by the number of shares issued(1) was then compared to the different share prices aforementioned:

വ Compared to the closing share price on the Announcement Date, the implicit value represents a premium of 36.4%

വ Compared to the average 3-month VWAP on the Announcement Date, the implicit value represents a premium of 29.0%

വ Compared to the average 12-month VWAP on the Announcement Date, the implicit value represents a premium of 21.9%

ƒ Over the last year preceding the Announcement Date, 5,289,410 shares were traded, representing c. 12.3% of the 43,123,475 (total share count minus treasury shares) outstanding shares ;͞EK^,͟Ϳ

ƒ The average daily traded volume over the last 12 months was 20,422 shares, representing 0.05% of NOSH

Note: (1) Relative value of Φ1,751.5m as communicated on September 7, 2022 divided by 43,154,979, the number of shares issued Source: Capital IQ as of July 7, 2022

59 Strictly confidential