26 February 2015

General Meeting of Shareholders

Koninklijke Ten Cate N.V. (‘Royal Ten Cate’), having its registered office in Almelo

Shareholders of Royal Ten Cate and other persons entitled to vote are invited to attend the Annual General Meeting of Shareholders to be held from 2pm on Thursday 9 April 2015, in the Polman Stadium, Stadionlaan 1, Almelo.

The full text of the agenda with explanatory notes, together with the 2014 annual report, which includes the annual financial statements, are available for inspection by shareholders at the company’s offices at Stationsstraat 11, 7607 GX Almelo, where a copy may be obtained free of charge, and at The ABN AMRO Bank N.V., Gustav Mahlerlaan 10, 1082 PP Amsterdam (‘ABN AMRO’) (telephone: +31 (0)20 344 2000, email: corporate.broking@nl.abnamro.com). The aforementioned documents may also be consulted on the website www.tencate.com and via www.abnamro.com/evoting.

On 25 February 2015 the total number of Royal Ten Cate shares in issue was 27,088,778 ordinary shares and the number of associated exercisable voting rights was 26,606,091.

Registration Date
The persons entitled to attend and vote at this meeting are those (i) whose names appear on one of the following registers on 12 March 2015 after completion of all the additions and deletions effective on that date (the ‘Registration Date’) and (ii) have given notice as set forth below.

Registration and notification
In the case of holders of shares, the records held by intermediaries, as defined in the Securities Giro Transfer Act, showing who is entitled to such shares on the Registration Date, are deemed to constitute registers or partial registers.

Shareholders, usufructuaries and pledgees of shares are authorized to attend the general meeting in person or by proxy, to speak at the meeting and, insofar as they are entitled to vote, to exercise their voting right. To that end they must notify the company no later than 2 April 2015 of their intention to attend the meeting and give written notification between 12 March 2015 and 5pm on 2 April 2015 to the intermediaries administering their shares. Intermediaries must issue an electronic declaration to ABN AMRO no later than 12 noon on 3 April 2015 via www.abnamro.com/intermediary, stating the number of shares held by the respective holder and notified for registration on the Registration Date. Intermediaries are requested to include the full addresses of the holders in the notification to allow efficient verification of share ownership on the Registration Date. ABN AMRO will send an admission ticket to these holders via the respective intermediary.

Any shareholder who wishes to be represented at the meeting must, in addition to the aforementioned notification, send the company a legally valid proxy form bearing his signature, to arrive no later than 2 April 2015. Shareholders who are unable to attend the meeting may also give a voting instruction to the company, without prejudice to the foregoing provisions concerning notification. A voting instruction may be submitted electronically up to 5pm on 2 April 2015 via www.abnamro.com/evoting.

Executive Board
Almelo, 26 February 2015

Download: Notice of meeting 2015
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