Kas Bank : 95.30% of KAS BANK Securities committed - CACEIS declares Offer for KAS BANK unconditional

Transaction highlights

• 95.30% of the KAS BANK all issued and outstanding Securities, i.e. excluding any Treasury Securities, have been committed to CACEIS
• All Offer Conditions have been satisfied or waived
• Settlement of tendered Securities will take place on 27 September 2019
• Remaining Securities can be tendered during the Post Acceptance Period, commencing at 9:00 hours CET on Tuesday, 24 September 2019 and expiring at 17:40 hours on Monday, 7 October 2019

Paris, France and Amsterdam, the Netherlands, 23 September 2019

Sikko van Katwijk, Chairman of the Managing Board of KAS BANK

'We are very pleased that the shareholders of KAS BANK share our conviction that CACEIS' offer is in the long term interest of KAS BANK and all of its stakeholders. As part of the CACEIS' global network, our clients will benefit from KAS BANK being part of an international asset servicer in combination with in-depth understanding of the local market. We look forward to the collaboration with CACEIS to further improve our products and serve our current clients even better. Joining CACEIS also gives us the opportunity to further develop and export our expertise in servicing pension funds. We look forward to working with the CACEIS team to take the next step in our long history.'

Jean-François Abadie, Chief Executive Officer of CACEIS

'I am delighted in the success of this recommended public offer. The staff from KAS BANK will soon join CACEIS and bring their expert knowledge of the servicing needs of their institutional investor clients. CACEIS now adds a high level of expertise in pension fund servicing to its offer. All clients of the CACEIS group stand to benefit from the services of one of the leading European asset servicing companies, our geographical footprint and our financial strength. Together with the staff and management of KAS BANK, we will leverage our extensive migration experience to ensure uninterrupted service for KAS BANK clients.'

Acceptance

During the Acceptance Period that expired at 17:40 CET today, 14,088,162 Securities have been tendered for acceptance pursuant to the Offer, representing approximately 95.30% of all issued and outstanding Securities, i.e. excluding any Treasury Securities. CACEIS currently holds no Securities in KAS BANK, so will hold 95.30% of all issued and outstanding Securities (i.e. 14,088,162 Securities) upon settlement of the Securities tendered for acceptance during the Acceptance Period. At an offer price of EUR 12,75 (cum dividend) in cash per Security, this represents an aggregate value of EUR 179,624,065.50 (the 'Offer Price').

Settlement

The Securityholders that have tendered and delivered their Securities for acceptance pursuant to the Offer, will receive on the Settlement Date the Offer Price in respect of each Security validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and delivered (geleverd), under the terms and conditions set out in the Offer Memorandum and subject to the restrictions stipulated therein. Payment of the Offer Price per tendered Security will occur on 27 September 2019.

Upon Settlement the changes to the composition of the Supervisory Board of KAS BANK, as approved by the general meeting of KAS BANK on 12 September 2019, will become effective. Following Settlement the Supervisory Board of KAS BANK will be composed of: Peter Borgdorff, Pauline Bieringa, Hans Snijders, Jean-François Abadie, Catherine Duvaud and Joseph Saliba.