Wessanen announces issuance of shares to employees to meet existing obligations under employee incentive plans and other disclosures

This is a press release by Koninklijke Wessanen N.V. ("Wessanen" or the "Company") pursuant to the provisions of Sections 5 paragraph 4 and 6 paragraph 2 of the Dutch Decree on Public Takeover Bids (Besluit openbare biedingen Wft, the "Decree") in connection with the intended public offer by Best of Nature Bidco B.V.("the Offeror"), an entity controlled by PAI Partners SAS ("PAI") and various entities (indirectly) affiliated to Charles Jobson and/or his family members ("Charles Jobson", and together with PAI, the "Consortium"), for all the issued and outstanding ordinary shares in the capital of Wessanen. This announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in Wessanen. Any offer will be made only by means of an offer memorandum approved by the AFM. This announcement is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, the United States, Canada and Japan.

Wessanen announces issuance of shares to employees to meet existing obligations under employee incentive plans and other disclosures

Amsterdam, the Netherlands, 2 May 2019 - Following the announcement on 10 April 2019 that Wessanen and the Offeror reached conditional agreement on a recommended all-cash public offer for all issued and outstanding ordinary shares of Wessanen (the "Shares"), the Dutch public offer rules require Wessanen to announce in a press release all transactions by Wessanen relating to the Shares in its capital.^[1] Accordingly Wessanen makes the disclosures below.

Transactions related to Wessanen's Long Term Incentive Plan and Share Matching Plan

Today, in order to meet its obligations under its Long Term Incentive Plan (the "LTIP") and its Share Matching Plan (the "SMP"), Wessanen issued a total number of 190,871 new Shares with a nominal value of EUR 1.00 each to 60 eligible employees. This group of eligible employees consists of a member of the executive board of Wessanen and certain managers and (senior) employees of Wessanen. The Shares were issued at par value, and, in accordance with the LTIP and SMP, with no consideration payable by the eligible employees.