P R E S S R E L E A S E

Europoort/Rotterdam, 3 March 2014

E X T E N S I O N O F H E S T Y A E X C L U S I V I T Y D E L A Y E D /

E N L A R G E M E N T O F S U P E R V I S O R Y B O A R D

H.E.S. Beheer N.V. annouces that it has learned from Hestya Energy B.V. ("Hestya") that the latter's discussions with a number of major shareholders on the extension of their irrevocable undertakings are still in progress. Hestya has requested an extension of the irrevocables to enable it finalise its due diligence investigation and give HES Beheer an opportunity to complete the ATIC transaction. Pending the outcome of Hestya's discussions with the major shareholders, the extension of the exclusivity granted to Hestya in connection with a possible public offer for the HES shares has been suspended. This exclusivity expired on 28 February. It is hoped that clarification can be given in the near future on the extension of the irrevocable undertakings and the related extension of Hestya's exclusivity. Assuming that extension is granted, the discussions on the merger protocol will then continue. The Supervisory Board and Executive Board intend to apply a number of criteria in assessing the possible offer. As well as the price of the shares, they will focus in particular on continuity, long-term financial strength and job security. Their object will be to achieve the best possible result for the HES group and its stakeholders. In accordance with the Supervisory Board's instructions, Kempen & Co. has commenced its investigations in preparation for issuing a fairness opinion.
The Supervisory Board is looking to increase its membership or recruit a temporary member until a candidate can be appointed by the general meeting. The Supervisory Board hopes to be able to make an announcement shortly. The Works Councils involved have also been invited to nominate suitable candidates.
To ensure the proper performance of its duties, the Supervisory Board appointed external advisers some time ago. As well as Houthoff Buruma, which has assisted the company since the possible offer was first announced, De Brauw Blackstone Westbroek has also been retained as the Supervisory Board's own independent adviser.
Lastly, the Supervisory Board has embarked on the process of appointing a successor to the vacant post of Chief
Executive Officer, which is currently being filled on an interim basis by Mr. C.S.M. Molenaar.

H.E.S. Beheer N.V.

Note for editors

For further information, please contact Ms. E.L. Groenendijk, Director Special Projects, tel. +31 (0)181 258 153, e-mail e.groenendijk@hesbeheer.nl

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