Inside information / Regulated information
18 June 2025 – 9.30 a.m. CEST


This announcement is not for publication, distribution or release in whole or in part, directly or
indirectly, in or into the United States of America (or to US persons (as defined in Regulation S under
the US Securities Act of 1933, as amended), Australia, Canada, Japan, South Africa or any other
country or jurisdiction in violation of the relevant laws of such country or jurisdiction. This
announcement is not a public offer of securities in any jurisdiction other than Belgium. Any persons
reading this announcement should inform themselves of and observe any such restrictions.


TINC NV
a limited liability company under Belgian law
Registered office located at Karel Oomsstraat 37, 2018 Antwerp (Belgium)
Company number 0894.555.972 (LER Antwerp, section Antwerp)
("TINC" or the "Issuer")


First phase of the public offering in the framework of the capital increase has been
successfully completed with about 75.56% of the New Shares already subscribed

Launch of an accelerated private placement of Scrips


Key points
- On 4 June 2025, TINC launched a public offering to subscribe for a maximum of 12,121,212
New Shares in a share capital increase in cash with non-statutory Preferential Rights for a
maximum amount of EUR 113,212,120.08
- The issue price was set at EUR 9.34 per New Share
- 3 non-statutory Preferential Rights granted its holders the right to subscribe for 1 New Share
- During the Rights Subscription Period, 75.56% of the New Shares (9,158,589 New Shares)
were already subscribed for by exercise of non-statutory Preferential Rights
- Principal shareholder Infravest BV exercised all of its Preferential Rights during the Rights
Subscription Period
- Scrips Private Placement will take place from the publication of this press release. The
results of the Scrips Private Placement, the final results of the capital increase and the
amount to which the holders of unexercised Preferential Rights shall be entitled, as the case
may be, shall also be published on 18 June 2025
- TINC has requested the Belgian Financial Services and Markets Authority (FSMA) to suspend
the trading in the TINC shares on Euronext Brussels on 18 June 2025 until the publication of
the final results of the capital increase
- Delivery of the New Shares is expected on 20 June 2025


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Note: Unless otherwise stated in this announcement, the capitalised terms in this announcement shall have the meaning defined in the
Information Document prepared with respect to the Offering.


An Investment in the Issuer's Shares (including the New Shares), the Preferential Rights and/or
the Scrips involves substantial risks and uncertainties and the investors could lose all or part of
their investment. Prospective investors must be able to bear the economic risk of an investment
in the Issuer's Shares (including the New Shares), the Preferential Rights and/or the Scrips and
should be able to sustain a total or partial loss of their investment. Prospective investors are
advised to carefully consider the information contained in the information document referred to
below (the "Information Document") (and the documents referred to therein) and, in particular
the section 8 "Risk Factors" of the Information Document, before investing in the Issuer's Shares
(including the New Shares), the Preferential Rights and/or the Scrips. Each decision to invest in
the Issuer's Shares (including the New Shares), the Preferential Rights and/or the Scrips must be
based on all information provided in the Information Document (and the documents referred to
therein).

TINC announces that in the framework of its public offering to subscribe for a maximum of 12,121,212
new shares (the "New Shares") against an issue price of EUR 9.34 per New Share, as part of its capital
increase in cash with non-statutory preferential subscription rights (the "Preferential Rights") (such
public offering, the "Rights Offering"), already 9,158,589 New Shares were subscribed for by exercise
of Preferential Rights (three (3) Preferential Rights entitled subscription for one (1) New Share). This
represents a subscription of 75.56% of the maximum amount of EUR 113,212,120.08.

The subscription period for the Preferential Rights started on 5 June 2025 (at 9.00 a.m. CEST) and
closed on 17 June 2025 (at 4.00 p.m. CEST) (the "Rights Subscription Period"). The 8,887,869
Preferential Rights, represented by coupon no. 22, that have not been exercised during the Rights
Subscription Period will be converted into an equal number of scrips (the "Scrips") that shall be offered
for sale by the Underwriters in a private placement with qualified investors in Belgium and by way of
a private placement exempt from prospectus requirement or similar formality in such other
jurisdictions as will be determined by the Issuer in consultation with the Joint Global Coordinators
(outside the United States in reliance on Regulation S under the Securities Act (as defined below) to
qualified investors (organised by way of an accelerated bookbuilding procedure in order to determine
a single market price per Scrip) (the "Scrips Private Placement" and together with the Rights Offering,
the "Offering").The Scrips Private Placement will take place as from the publication of this press
release.

The investors who buy Scrips, commit themselves irrevocably to subscribe for the remaining New
Shares at the same conditions as applying to subscription with Preferential Rights: one (1) New Share
at EUR 9.34 for three (3) Preferential Rights in the form of Scrips.

The net proceeds of the sale of the Scrips (the "Net Scrips Proceeds") (if any) will be divided


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proportionally between all holders of Preferential Rights who have not exercised them. If the Net
Scrips Proceeds are less than EUR 0.01 per unexercised Preferential Right, the holders of Preferential
Rights who have not exercised them are not entitled to receive any payment and, instead, the Net
Scrips Proceeds will be transferred to the Issuer.

The results of the Scrips Private Placement and the end results of the Offering (including the amount
and the number of New Shares that were subscribed for and the Net Scrips Proceeds) will in principle
be announced via a new press release later today, 18 June 2025. At the request of the Issuer, the
trading of its Shares on the regulated market of Euronext Brussels has been suspended today, 18 June
2025, until after the publication of such press release.

The New Shares issued in the Offering will bear full rights to dividends and other entitlements for
which the relevant registration date or maturity date falls on or after the date of issuance of the New
Shares.

Delivery of the New Shares will take place on or around 20 June 2025. The New Shares will be delivered
in the form of dematerialised Shares (booked into the securities account of the subscriber), or, for
registered shareholders, as registered Shares recorded in the Issuer's share register. The New Shares
are expected to become tradeable on the regulated market of Euronext Brussels on 20 June 2025.

The Issuer's main shareholder Infravest BV exercised all of its Preferential Rights during the Rights
Subscription Period. As described in the Information Document, Infravest BV also committed to place
one or more orders in the Scrips Private Placement with the aim of subscribing to additional New
Shares by exercising the non-statutory preferential subscription rights (in the form of Scrips) it might
acquire within the framework of such placement for an amount not exceeding 20% of the total
Offering and without any commitment, right or other guarantee by the Issuer to Infravest BV as to
allocation of any Scrips or New Shares.

For more information, reference is made to the Information Document that has been prepared in
English and translated into Dutch, and that can be accessed, subject to country restrictions, via the
following link: https://www.tincinvest.com/capital-increase. The English version of the Information
Document was filed with the FSMA on 4 June 2025 (before market opening). Subject to certain
conditions, the Information Document is also available, on the websites of KBC Securities NV
(www.kbc.be/tinc), Belfius Bank SA/NV (www.belfius.be/TINC2025) ABN AMRO Bank N.V.
(www.abnamromeespierson.be), and Bank Degroof Petercam SA/NV
(http://www.degroofpetercam.com/en-be/tinc-2025). The Information Document does not
constitute a prospectus within the meaning of the Prospectus Regulation, and has not been subject to
the scrutiny and approval of the FSMA, as competent authority in accordance with article 20 of the
Prospectus Regulation. Any filing of the Information Document with the FSMA cannot be considered
as an endorsement of the New Shares, the Preferential Rights and/or the Scrips.




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Syndicate

KBC Securities NV and Belfius Bank SA/NV in cooperation with Kepler Cheuvreux S.A. acted as joint
global coordinators in this transaction. KBC Securities NV, Belfius Bank SA/NV in cooperation with
Kepler Cheuvreux S.A., ABN AMRO Bank N.V. in cooperation with ODDO BHF SCA, and Bank Degroof
Petercam SA/NV acted as joint bookrunners and underwriters.

Caution regarding projections

All statements in this announcement and the Information Document (and the documents referred to
therein) that do not relate to historical facts and events are "forward-looking statements". In some
cases, these forward-looking statements can be identified by the use of forward-looking terminology,
including the words "believes", "estimates", "anticipates", "expects", "intends", "may", "will", "plans",
"continue", "ongoing", "potential", "predict", "project", "target", "seek" or "should" or, in each case,
their negative or other variations or comparable terminology or by discussions of strategies, plans,
objectives, targets, goals, future events or intentions. These forward-looking statements appear in a
number of places throughout this announcement and the Information Document (and the documents
referred to therein). Forward-looking statements include statements regarding TINC's intentions,
beliefs or current expectations concerning, among other things, its results of operations, prospects,
growth, strategies and dividend policy and the industry in which TINC operates. By their nature,
forward-looking statements involve known and unknown risks and uncertainties because they relate
to events and depend on circumstances that may or may not occur in the future. Forward-looking
statements are not guarantees of future performance. Prospective investors in the Shares should not
place undue reliance on these forward-looking statements. Any forward-looking statements are made
only as of the date of the Information Document (and the documents referred to therein) and, without
prejudice to the Issuer's obligations under applicable law in relation to disclosure and ongoing
information, the Issuer does not intend, and does not assume any obligation, to update forward-
looking statements set forth in the Information Document. Many factors may cause TINC's results of
operations, financial condition, liquidity and the development of the industries in which TINC operates
to differ materially from those expressed or implied by the forward-looking statements contained in
the Information Document (and the documents referred to therein). Such risks and others described in
the Section 8 and in the 2024 Annual Report above not exhaustive. New risks can emerge from time to
time, and it is not possible for TINC to predict all such risks, nor can TINC assess the impact of all such
risks on its business or the extent to which any risks, or combination of risks and other factors, may
cause actual results to differ materially from those contained in any forward-looking statements. Given
these risks and uncertainties, investors should not rely on forward-looking statements as a prediction
of actual results.




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IMPORTANT INFORMATION

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (OR TO US PERSONS
(AS DEFINED IN REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED), AUSTRALIA,
CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER COUNTRY OR JURISDICTION IN VIOLATION OF THE
RELEVANT LAWS OF SUCH COUNTRY OR JURISDICTION. THIS ANNOUNCEMENT IS NOT A PUBLIC
OFFER OF SECURITIES IN ANY JURISDICTION OTHER THAN BELGIUM. ANY PERSONS READING THIS
ANNOUNCEMENT SHOULD INFORM THEMSELVES OF AND OBSERVE ANY SUCH RESTRICTIONS.

This announcement is not a prospectus for the purposes of the Prospectus Regulation, the
Prospectus Regulation as it forms part of UK domestic law by virtue of the UK European Union
(Withdrawal) Act 2018, as amended from time to time (the "UK Prospectus Regulation"), or the
FinSa (as defined below). Furthermore, this announcement does not constitute a document within
the meaning of sub-paragraph (db)(iii) and the penultimate paragraph of article 1(4), and sub-
paragraph (ba)(iii) and the penultimate paragraph of article 1(5), and Annex IX of the Prospectus
Regulation.

The New Shares, the Preferential Rights and/or the Scrips have not been and will not be registered
under the US Securities Act of 1933, as amended from time to time (the "Securities Act"), or with
any securities regulatory authority of any state or other jurisdiction of the United States. The New
Shares, the Preferential Rights and/or the Scrips are offered and sold outside the United States in
reliance on Regulation S ("Regulation S") under the Securities Act and, unless the New Shares, the
Preferential Rights and/or the Scrips are registered under the Securities Act or an exemption from
the registration requirements of the Securities Act is available, may not be offered, sold or delivered
within the United States (as that term is defined in Regulation S). None of the Shares, Preferential
Rights or Scrips have been approved or disapproved by the US Securities and Exchange Commission
or any securities commission or authority of any state or other jurisdiction in the United States, and
no such commission or authority has passed upon the adequacy of the Information Document. Any
representation to the contrary is a criminal offense in the United States.

The Issuer has not authorised any offer of the New Shares, the Preferential Rights and/or the Scrips
to the public in any member state of the European Economic Area ("EEA") or elsewhere, other than
Belgium. The distribution of this announcement and the Information Document and the offering
and delivery of securities in certain jurisdictions may be restricted by law. Persons who come into
possession of this announcement and the Information Document are required to inform themselves
about and observe any such restrictions. The Issuer disclaims all responsibility for any violation of
such restrictions by any person.


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In addition to the public in Belgium, this communication is only addressed to and directed at persons
in member states of the European Economic Area (each a "Member State") and in the United
Kingdom who are "qualified investors" within the meaning of Article 2(e) of the Prospectus
Regulation and of the UK Prospectus Regulation, respectively ("Qualified Investors"). In addition, in
the United Kingdom, this communication is only being distributed to and is only directed at (i)
persons who are outside the United Kingdom or (ii) investment professionals falling within Article
19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order")
or (iii) high net worth companies, and other persons to whom it may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as
"relevant persons").

The Issuer has not made and will not make an offer of its securities to the public in Switzerland
except that it may make an offer of securities to professional investors in Switzerland in accordance
with and under the exemption of article 36(1)(a) of the Swiss Financial Services Act ("FinSA"). No
application has been or will be made to admit the securities of the Issuer to trading on any trading
venue (exchange or multilateral trading facility) in Switzerland. Neither this media release nor any
of the other offering or marketing materials relating to the securities of the Issuer constitute a
prospectus or a similar communication as such terms are understood pursuant to articles 35 et seqq.
and article 69 of the FinSA.

The New Shares, the Preferential Rights and/or the Scrips referred to herein are only available to,
and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities
will be engaged in only with, relevant persons. Any person who is not a relevant person should not
act or rely on this announcement or the Information Document or any of its contents. The Issuer is
not liable if the aforementioned restrictions are not complied with by any person.

Neither the Issuer, the Underwriters, nor any of their representatives are making any representation
to any investor regarding the legality of an investment in the Shares (including the New Shares), the
Preferential Rights or the Scrips by such investor under the laws applicable to such investor. Each
investor should consult with his, her or its own advisors as to the legal, tax, business, financial and
other aspects of an investment in the Shares (including the New Shares), the Preferential Rights or
the Scrips in his or her country of residence arising from the acquisition, holding or disposal of the
Shares (including the New Shares), the Preferential Rights or the Scrips.

None of the Underwriters, nor any of their affiliates or any of their respective directors, officers,
employees, advisers or agents, accept any responsibility or liability whatsoever for or make any
representation or warranty, express or implied, as to, or assumes any responsibility for, the accuracy
or completeness or verification of the information in this announcement, the Information
Document (and/or any documents referred to therein), and nothing in this announcement, the

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Information Document (and/or any documents referred to therein) is, or shall be relied upon as, a
promise or representation by the Underwriters, whether as to the past or the future. Accordingly,
the Underwriters disclaim, to the fullest extent permitted by applicable law, any and all liability,
whether arising in tort, contract or otherwise, in respect of this announcement, the Information
Document (and/or any documents referred to therein) or any such statement.

The Underwriters are acting for the Issuer and no one else in relation to the intended Offering, and
will not be responsible to anyone other than the Issuer for providing the protections offered to their
clients nor for providing advice in relation to the intended Offering.

The date of completion of Offering may be influenced by things such as market conditions. There is
no guarantee that such completion will occur and a potential investor should not base their financial
decisions on the Issuer's intentions in relation to such completion at this stage.

Investors should not subscribe for any securities referred to in this announcement, nor should they
acquire such securities, except on the basis of the information included in the Information
Document (and/or any documents referred to therein).

Investors must assess, with their own advisers if necessary, whether the New Shares, the
Preferential Rights and/or the Scrips are a suitable investment for them, considering their personal
income and financial situation. In case of any doubt about the risks involved in investing in the New
Shares, the Preferential Rights and/or the Scrips, investors should abstain from investing in the
Shares. In making an investment decision, investors must rely on their own assessment,
examination, analysis and enquiry of the Issuer, the terms of the Offering and the admission to
listing and trading on the regulated market of Euronext Brussels of the Preferential Rights and the
New Shares, and the contents of the Information Document (and the documents referred to
therein), including the merits and risks involved. Any purchase of New Shares, the Preferential
Rights and/or the Scrips should be based on the assessments that an investor may deem necessary
and including possible tax consequences that may apply, before deciding whether or not to invest
in the New Shares, the Preferential Rights and/or the Scrips. In addition to their own assessment of
the Issuer and the terms of the Offering and the admission to listing and trading on the regulated
market of Euronext Brussels of the Preferential Rights, investors should rely only on the information
contained in the Information Document, including the risk factors described herein. The Issuer, or
any of its respective representatives, is not making any representation to any purchaser of Securities
regarding the legality of an investment in the New Shares, the Preferential Rights and/or the Scrips
by such purchaser under the laws applicable to such purchaser. Each investor should consult with
its own advisers as to the legal, tax, business, financial and related aspects of a purchase of the New
Shares, the Preferential Rights and/or the Scrips.



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Neither the delivery of the Information Document nor any sale of New Shares, the Preferential
Rights and/or the Scrips made at any time after the date hereof shall, under any circumstances,
create any implication that there has been no change in the Issuer's affairs since the date hereof or
that the information set forth in the Information Document is correct as of any time since such date.

Information to Distributors:
The Underwriters have informed the Issuer that the following information is intended for
distributors only. The information is provided by the Underwriters, and the Issuer does not assume
responsibility for it. Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended from time to
time ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product
Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract
or otherwise, which any 'manufacturer' (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the offered securities have been subject
to a product approval process, which has determined that the offered securities are: (i) compatible
with an end target market of retail investors and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution
through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should note that: the price of the
offered securities may decline and investors could lose all or part of their investment; the offered
securities offer no guaranteed income and no capital protection; and an investment in the offered
securities is compatible only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation
to the Offering.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment
of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take any other action whatsoever with
respect to the offered securities.
Each distributor is responsible for undertaking its own target market assessment in respect of the
offered securities and determining appropriate distribution channels.

The Underwriters are acting exclusively for the Issuer and no one else in connection with the
Offering. In connection with such matters, it, its affiliates and its respective directors, officers,
employees and agents will not regard any other person as its client, nor will it be responsible to any

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other person for providing the protections afforded to its clients or for providing advice in relation
to the Offering or any other matters referred to in this announcement.


Contact
Manu Vandenbulcke, CEO
T +32 3 290 21 73 – manu.vandenbulcke@tincinvest.com
Bruno Laforce, Company Secretary
T +32 3 290 21 73 – bruno.laforce@tincinvest.com


About TINC
TINC is a listed investment company that seeks to create sustainable value by investing in the
infrastructure for the world of tomorrow. TINC participates in companies that are active in the
realization and operation of infrastructure and holds a diversified portfolio of participations in focus
areas such as public infrastructure, energy infrastructure, digital infrastructure and social
infrastructure in Belgium, France, Ireland and the Netherlands.

For more information please visit www.tincinvest.com.




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