In the event that the shareholders of HES Beheer approve the proposed distribution of stock dividend in the shareholders’ meeting scheduled for 21 May 2014 the offer price will be EUR 43.64 (cum dividend) in cash per issued and outstanding ordinary share (the “Offer”).

If any further dividends, in addition to the proposed stock dividend, are declared after the date hereof prior to the settlement of the Offer, the amount or value of such dividends will be deducted from the offer price.

The offer price per share of EUR 45.00 represents a 13% premium to HES Beheer’s closing share price as at 12 September 2013, the closing price the day before HES Beheer’s first public announcement of a possible public offer, and a 15% premium to HES Beheer’s average closing price over the last 12 months prior to that date. The Offer values 100% of the issued and outstanding ordinary shares of HES Beheer at EUR 408 million (on a fully diluted basis).

Ben Vree, member of the Supervisory Board of HES Beheer: “We concluded that HES Beheer and its stakeholders would benefit from the Offer by Hestya as we have been able to negotiate a fair offer price while safeguarding the interests of our employees and all our other stakeholders. The Supervisory Board therefore supports the offer we received from Hestya and recommends it to its shareholders.”

Harry van Rietschoten, Executive Director of Hestya: “We are looking forward to combine Hestya with HES Beheer and create a leading European service provider to the midstream bulk sector with strong Dutch roots.

We are highly impressed by the quality of HES Beheer’s operations and strongly believe that the combined entity is well-positioned to accelerate growth and value creation that will benefit all stakeholders.

This acquisition fits Hestya’s strategy of building a portfolio of high quality, strategic midstream assets perfectly.”

Transaction highlights

• Hestya and HES Beheer have reached conditional agreement on a recommended full public cash offer by Hestya
• The offer price per share in HES Beheer will be EUR 45.00 (cum dividend) in cash. In the event that the shareholders approve the proposed stock dividend in the shareholders’ meeting scheduled for 21 May 2014 the offer price per share in HES Beheer will be EUR 43.64 (cum dividend). The offer price per share of EUR 45.00 represents a premium of 13% over the unaffected closing price of 12 September 2013 (the day before the first public announcement of a possible public offer)
• Hestya has agreed to certain non-financial covenants, including on the following matters:
• Support current business strategy
• Respect existing employee rights, including pension rights, and no redundancies as a consequence of the Offer
• Prudent future financing
• Hestya has indicated that it seeks to obtain 100% of the Group’s assets following settlement of the offer, either by means of statutory squeeze-out proceedings (uitkoopprocedure) or by means of an alternative structure pursuant to which Hestya would acquire all assets and liabilities of HES Beheer
• Protection of minority shareholder’s interests as well as non-financial covenants through appointment of an independent non-executive director with certain veto rights
• Hestya has financing in place to consummate the proposed transaction, providing deal certainty;
• HES Beheer’s major shareholders, representing 58% of HES Beheer’s outstanding shares, have irrevocably confirmed to support and accept the Offer
• Given the points above, the Management Board and Supervisory Board of HES Beheer support and recommend the Offer
• Hestya will use the period until 6 June 2014 to complete its confirmatory due diligence