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2016-02-10

Koninklijke Ten Cate NV : TENNESSEE ACQUISITION HOLDS 98.01% OF ALL TENCATE SHARES AFTER POST ACCEPTANCE PERIOD

This is a joint press release by Koninklijke Ten Cate N.V. ("TenCate" or the
"Company") and Tennessee Acquisition B.V. (the "Offeror"), pursuant to the
provisions of Section 17 paragraph 4 of the Netherlands Decree on Public
Takeover Bids (Besluit openbare biedingen Wft, (the "Takeover Decree") in
connection with the recommended public offer for all the issued ordinary
shares in the capital of TenCate (the "Shares"). This announcement does not
constitute an offer, or any solicitation of any offer, to buy or subscribe
for any securities in TenCate. The Offer is made solely pursuant to the offer
memorandum, dated 20 October 2015 (the "Offer Memorandum"), approved by the
Netherlands Authority for the Financial Markets (Autoriteit Financiële
Markten). This announcement is not for release, publication or distribution,
in whole or in part, in or into, directly or indirectly, Canada and the
United States. Capitalised terms used but not defined herein have the meaning
ascribed thereto in the Offer Memorandum.

JOINT PRESS RELEASE

Almelo/Utrecht, 10 February 2016

TENNESSEE ACQUISITION HOLDS 98.01% OF ALL TENCATE SHARES AFTER POST ACCEPTANCE
PERIOD

Highlights:

· During the Post Acceptance Period 12.21% of all issued and
outstanding TenCate Shares were tendered for acceptance

· Together with the 85.8% of all issued and outstanding TenCate
Shares tendered for acceptance during the initial Acceptance Period under the
Offer the Offeror will hold 98.01% of all issued and outstanding TenCate
Shares

· The Offeror and TenCate will request Euronext to delist the
TenCate Shares as soon as possible

· The Offeror intends to initiate statutory squeeze-out
proceedings to obtain 100% of the Shares as soon as possible

Acceptance during Post Acceptance Period

The Offeror and TenCate today jointly announce that following 17:40 hours on 9
February 2016, being the expiry date of the Post Acceptance Period
(na-aanmeldingstermijn) of the recommended public cash offer by the Offeror
for all TenCate Shares at an increased Offer Price of EUR 26.00 (cum
dividend) in cash per Share (the "Offer"), 3,294,952 Shares had been tendered
during the Post Acceptance Period at the Offer Price of EUR 26.00 (cum
dividend) per Share.

These tendered Shares represent approximately 12.21% of all the Company's
issued and outstanding share capital (geplaatst kapitaal), i.e. excluding
475,687 Shares held in treasury by the Company, and an aggregate value of
approximately EUR 85,668,752 (if valued at the Offer Price of EUR 26.00 (cum
dividend) per Share).

As communicated by the Offeror in the press release issued on 26 January 2016,
the Offeror already held 23,146,702 Shares, representing approximately 85.8%
of all the Company's issued and outstanding share capital (geplaatst
kapitaal), i.e. excluding 475,687 Shares held in treasury by the Company.
Consequently, upon settlement of the Shares tendered during the Post
Acceptance Period, the Offeror will hold 26,441,654 Shares, representing
approximately 98.01% of all the Company's issued and outstanding share
capital (geplaatst kapitaal), i.e. excluding 475,687 Shares held in treasury
by the Company, representing an aggregate value of approximately EUR
687,483,004 (if valued at the Offer Price of EUR 26.00 (cum dividend) per
Share).

Delisting of the Shares from Euronext Amsterdam, squeeze-out proceedings

As the Offeror will hold more than 95% of the Company's issued and outstanding
share capital (geplaatst kapitaal) after settlement of the Shares tendered
during the Post Acceptance Period, the Offeror and TenCate will request
Euronext Amsterdam N.V. to terminate the listing of the Shares on Euronext
Amsterdam as soon as possible.

In addition and as previously announced by the Offeror, the Offeror intends to
initiate the statutory squeeze-out proceedings (uitkoopprocedure) to obtain
100% of the Shares as soon as possible.

Offer Memorandum, Position Statement and further information

The Offeror is making the Offer on the terms and subject to the conditions and
restrictions contained in the Offer Memorandum, dated 20 October 2015. In
addition, TenCate has made available the Position Statement dated 21 October
2015, containing the information required by Section 18, paragraph 2 and
Annex G of the Takeover Decree in connection with the Offer.

This announcement contains selected, condensed information regarding the Offer
and does not replace the Offer Memorandum and/or the Position Statement. The
information in this announcement is not complete and additional information
is contained in the Offer Memorandum and the Position Statement.

Shareholders are advised to review the Offer Memorandum and the Position
Statement in detail and to seek independent advice where appropriate in order
to reach a reasoned judgment in respect of the Offer and the content of the
Offer Memorandum and the Position Statement. In addition, Shareholders may
wish to consult with their tax advisors regarding the tax consequences of
tendering their Shares under the Offer.

Digital copies of the Offer Memorandum are available on the websites of
TenCate (www.tencate.com). TenCate's website does not constitute a part of,
and is not incorporated by reference into, the Offer Memorandum. Digital
copies of the Position Statement are available on the website of TenCate
(www.tencate.com).

The Exchange Agent:

ING Bank N.V. (Attention: Sjoukje Hollander/Remko Los)

Foppingadreef 7

1102 BD Amsterdam

The Netherlands

Telephone: +31 20 563 6546 / +31 20 563 6619

Fax: +31 20 563 6959

E-mail: iss.pas@ing.nl

Media contacts:

Hill+Knowlton Strategies

Tel: +31 20 4044 707

Sabine Post-de Jong

Mob: +31 6 55 15 53 65

Investor contacts:

TenCate

Gert Steens

Mob: +31 6 21 59 74 11

About TenCate

TenCate is a multinational company which combines materials technology and
chemical processes in the development and production of functional materials
with distinctive characteristics. TenCate products are developed,
manufactured and sold around the world. Systems and materials from TenCate
come in four areas of application: safety&protection, space&aerospace;
infrastructure&environment; sports&recreation. TenCate occupies leading
positions in protective fabrics, composites for space and aerospace,
antiballistics, geosynthetics and synthetic turf. For more information, visit
www.tencate.com.

About Gilde

With offices in the Benelux and DACH region, Gilde Buy Out Partners is a
leading European private equity investor in mid-market transactions. Founded
in 1982, Gilde has been supporting management teams in over 100 buy out
transactions. Gilde manages funds in excess of €3 billion and has a
controlling interest in companies such as CID Lines, Roompot, Axa Stenman,
Comcave, Riri, Teleplan, Powerlines and HG. For more information, visit
www.gilde.com.

About Parcom Capital

Parcom Capital is a leading mid-market private equity firm in the Benelux with
a mid- to long-term investment horizon focused on distinctive value creation
strategies. It was founded in 1982 as one of the first buy-out and expansion
capital providers in the Dutch market. Over the past 30 years, Parcom Capital
invested directly in more than 75 (international) companies, was involved in
numerous add-ons and helped multiple management teams in realizing their
growth ambitions. For more information visit www.parcomcapital.com

About ABN AMRO Participaties

ABN AMRO Participaties ("AAPart") is the private equity firm of ABN AMRO
Group, and invests in profitable companies in the Netherlands. AAPart has a
mid- to long-term investment horizon, and supports entrepreneurial management
teams in realising their growth ambitions. Over the past 30 years, AAPart has
invested in more than 100 companies in various industries, helping them to
grow organically as well as through add-on acquisitions. For more
information, visit www.abnamroparticipaties.nl

General restrictions

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

Forward-looking statements

This press release may include "forward-looking statements", including
statements regarding the transaction and anticipated consequences and
benefits of the transaction, the targeted close date for the transaction, the
intended financing, as well as language indicating trends, such as
"anticipated" and "expected." These forward-looking statements involve
certain risks and uncertainties that could cause actual results to differ
materially from those expressed or implied by these statements. These risks
and uncertainties include the receipt and timing of necessary regulatory
approvals. These forward looking statements speak only as of the date of this
press release. The Offeror, each member of the Consortium and TenCate
expressly disclaim any obligation or undertaking to disseminate any updates
or revisions to any forward-looking statement contained herein to reflect any
change in the expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based. Although
the Offeror and TenCate believe that the assumptions upon which their
respective financial information and their respective forward-looking
statements are based are reasonable, they can give no assurance that these
assumptions will prove to be correct. Neither the Offeror, any member of the

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