The Offering is subject to Belgian law.

DISCLAIMER: An Investment in the 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 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 (and the documents referred to therein) and, in particular the section 8 "Risk Factors", before investing in the Shares (including the New Shares), the Preferential Rights and/or the Scrips. Each decision to invest in the Shares (including the New Shares), the Preferential Rights and/or the Scrips must be based on all information provided in this Information Document (and the documents referred to therein, including the 2024 Annual Report and the Launch Press Release (as defined below)).

About TINC

TINC is a holding company for investments in companies that are, directly or indirectly, holding and operating infrastructure (each a "Participation") that are aimed at creating sustainable value. For more information about TINC and its activities, and an overview of its current Participations, reference is made to the "Participations" section in the Issuer's annual report with respect to the financial year ended on 31 December 2024 (the "2024 Annual Report"), and the TINC's website.

Documents

The regulated information published by the Issuer pursuant to applicable ongoing disclosure obligations, and the last prospectus that the Issuer prepared pursuant to the Prospectus Regulation on 19 November 2019 in relation to a capital increase in cash with non-statutory preferential rights, is available, subject to country restrictions, under the 'Investors' section on the following website.

The Offer with Preference Rights comprises the public offer to subscribe for new shares (the ‘Offered Shares’) in the context of a capital increase in cash with the granting of Preference Rights (the ‘Preference Rights’) amounting to a maximum of EUR 113.2 million.

The net proceeds of the Offering, together with the available cash of the Issuer, are to be used primarily to:

• fund the Issuer's outstanding contractual investment commitments in the amount of EUR 143.2 million to be paid over the period 2025-2028;
• finance working capital and other general corporate purposes;
• with the ambition to double the size of its portfolio by 2030, the Issuer is continuously investigating and pursuing new investment opportunities. Therefore the remaining available cash following the Offering may also be used to allow the Issuer to pursue new investment opportunities to realise additional growth.

As of the date of this Information Document, the Issuer cannot predict with certainty all of the particular uses for the net proceeds from the Offering, or the amounts that it will actually spend or allocate to specific uses. The Issuer will have certain flexibility in applying the net proceeds from the Offering and may change the allocation of these proceeds as a result of contingencies.

Please consult the Information Document for further information on the reasons for the Offering and use of the proceeds.

The subscription period runs from 5 June 2025 (9 a.m. CET) to 17 June 2025 (4 p.m. CET). During the Subscription Period, holders of Preference Rights may subscribe for New Shares in the following ratio: 1 New Share for 3 Preference Rights. The Preference Right is represented by coupon no. 22 attached to the existing shares. Each existing shareholder of the Company enjoys one Preference Right per Share held at the end of the trading day on 4 June 2025. The payment date for the New Shares with dematerialised Preference Rights is 20 June 2025.

This transaction is subject to the tax regime applicable to shares held by private investors who are subject to personal income tax in Belgium. You can find more information in the “Taxation” section below.

Potential investors are advised to carefully review and consider the information in the Risk Factors section of the Information Document before investing in shares, preferential rights and scrips. Prospective investors must be able to bear the economic risk of an investment in the 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. The risk factors are listed below, with the exception of the “Additional risk factors”. A complete overview of the risk factors is contained in the Information Document.

Risk factors related to the TINC's business and industry

Strategic risk factors

• Adequate opportunities to create value for the Issuer by investing in infrastructure companies that can generate cash flows, realise them and distribute them to the Issuer may not be sufficiently present, or may be present but in an insufficiently diversified manner, under unattractive conditions, or may be limited or prevented by macroeconomic and cyclical conditions, changing regulations or political developments. The growth of the Issuer depends in part upon the Issuer's ability to manage the future expansion of its portfolio of Participations and to identify, select and execute attractive investment opportunities in an appropriate manner in accordance with the Issuer's strategy. Any failure to identify adequate investment opportunities, and/or to effectively manage the Issuer's (future) growth or to implement the Issuer's growth strategy, could have an adverse effect on the Issuer's business, financial condition, results of operations and prospects.
• The availability of future investment opportunities depends in part on market conditions, and therefore there can be no assurance that the Issuer will be able to identify and execute a sufficient number of future investment opportunities to allow the Issuer to further expand its portfolio.

Financial risk factors

• Although a large number of Participations see their income and revenue increase with rising price levels, a sustained inflationary environment can weigh on the relevant cost structures and consequently on the earnings of the Participations (and consequently on the Issuer). This would hence have an adverse effect on the Issuer's business, financial condition, results of operations and prospects.
• The Issuer has contractually committed to a number of financial commitments with regard to existing and future Participations. These include commitments to invest additional funds in existing Participations, as well as commitments to acquire new Participations at a later date. To the extent that the Issuer's financial resources (including the internally generated cash reserves or the proceeds of the Offering (pending investment and after capital returns or distributions to shareholders)) prove insufficient to finance such commitments and further growth, the Issuer will have to raise additional financing, either by external borrowings in the form of bank and/or capital market debt financing, the issuance of debt instruments, or the entering into a credit facility, or by follow-on equity offerings through the issuance of new shares), or a combination of the aforementioned options. There is no guarantee that such options will always be available on acceptable terms. Financing needs can also be addressed by selling the more liquid Participations in the Issuer's portfolio. However, the majority of the Participations held by the Issuer include interests in Participations that are not publicly traded or freely marketable and that are often subject to restrictions on transfer (for example approval of such transfer by other parties) and that, therefore may have to be realised at a value lower than the value attributed to such investments. The aforementioned scenarios could have an adverse effect on the Issuer's business, financial condition results of operations and prospects.
• The Issuer has made and will continue to make investment decisions based on estimates and/or projections and forecasts of investment cash flows generated by the Participations, including assumptions about the amount and timing of costs and revenues over the lifetime of the relevant Participations (which can be up to 35 years), but also on estimates and/or projections and forecasts of economic, market and other conditions and circumstances. Such estimates, projections and forecasts may be based, at least in part, on large and detailed financial models, and there is always a risk that errors will be made in the assumptions, calculations or methodologies used in such models, or that the relevant hypothetical parameters will differ from actual results. This could have an adverse effect on the Issuer's business, financial condition, results of operations and prospects.

Regulatory risk factors

• The Issuer invests in Participations that are active in highly regulated sectors (such as energy infrastructure, public-private partnerships, specialised residential care, and research and development in the life sciences and healthcare industry) and/or that benefit from subsidy and support mechanisms and schemes (such as green energy certificates). Such Participations are generally subject to specific legal frameworks (such as health, safety, and environmental rules, tax and accounting rules). Tariffs and rates charged are also often regulated. Any (future and/or retroactive) change, revocation, withdrawal, tightening or stricter enforcement of the aforementioned applicable laws (including currently applicable tax laws, tax regimes (such as applicable tax rates, the use of tax losses carried forward, the deduction of interest expenses, the taxation of dividends received and the taxation of capital gains on shares) and/or the Issuer's or a Participation's (direct or indirect) tax status of the Issuer or a Participation, accounting practices, and accounting standards)), regulations, (government) policies and support schemes (including energy support systems and subsidies) may have an impact on income and revenues or may entail additional capital expenditure or operating costs and expenses (in particular if certain tariffs and rate charges are regulated), and may therefore affect the expected income and revenues for the Participations and consequently have an adverse effect on the Issuer's business, financial condition, results of operations and prospects. Changes in social and benefit policies could also have a (negative) impact on the rates charges by the Participations to their customers and consequently on the results of the Participations and consequently the income and financial results of the Issuer. Governments could also seek or try to renegotiate, existing contracts, which could have could have an adverse effect on the Issuer's business, financial condition, results of operations and prospects.
• Both as a responsible company and as a sustainable investor, the Issuer is exposed to sustainability-related risks. In particular, stakeholders' unfulfilled sustainability expectations, as well as failure to (fully) meet and comply with sustainability regulation and standards and ESG scores and sustainability criteria, can damage confidence in the Issuer and its reputation, which may negatively impact the Issuer's share price and reputation. Similar climate and sustainability-related risks apply to the Issuer's Participations.

Legal, operational, technical and commercial risk factors

• The Issuer has the legal form of a limited liability company ("naamloze vennootschap"). The Issuer has opted for the governance model of a sole directorship. In the Issuer's articles of association, the Statutory Director is appointed as the sole director of the Issuer for an indefinite term. The Statutory Director is wholly owned by TDP NV (which is owned by Infravest BV, a strategic cooperation between WorxInvest NV, Gimv NV, and Belfius Bank SA/NV). The mandate of the Statutory Director can only be modified by an amendment of the Issuer's articles of association and may only be terminated without consent of the Statutory Director for cause in accordance with the procedures set out in the Issuer's articles of association. The aforementioned governance model allows (i) TDP NV to exercise a direct controlling influence on the decision-making at the level of the Statutory Director, and (ii) the Statutory Director to exercise a direct controlling influence on the decision-making at the level of the Issuer. As a result, the influence of the holders of Shares in the Issuer, other than Infravest BV, will be limited as (i) the Statutory Director is controlled by TDP NV (which is in its turn controlled by Infravest BV, a strategic cooperation between WorxInvest NV, Gimv NV, and Belfius Bank SA/NV), (ii) the Statutory Director has certain powers that are set out in the Issuer's articles of association, and (iii) the holders of Shares in the Issuer will not have a right to nominate or elect the directors at the level of the Statutory Director. As described in the 2024 Annual Report, the Statutory Director receives an annual remuneration consisting of a variable payment in function of the Issuer's net results. The Statutory Director in turn remunerates the members of the supervisory board of the Statutory Director (and not the members of the management board who receive a remuneration within TDP NV).
• The Issuer is largely dependent on TDP NV for its investment activities and the management of its investment portfolio, to whom the responsibility for providing investment and administrative services has been entrusted. The loss of TDP or significant changes in the management or team of employees could have a (temporary) adverse effect on the Issuer's business, financial condition results of operations and prospects.
• There are no arrangements in place with the Issuer's main shareholder Infravest BV (or its respective shareholders WorxInvest NV, Gimv NV, and Belfius Bank SA/NV) regarding investment opportunities offered, so it is possible that such direct or indirect shareholders themselves pursue such investment opportunities, which could have an adverse effect on the Issuer's business, financial condition results of operations and prospects. Notwithstanding the foregoing, certain principles regarding the allocation of investment opportunities were agreed upon in a partnership agreement between the Issuer and TDP NV (a subsidiary of Infravest BV) (as further described in the corporate governance section of the 2024 Annual Report).

Risk factors related to the Offering, the Shares (including the New Shares), the Preferential Rights and/or the Scrips

• The capital increase may be lower than the contemplated amount of the Offering (if the Offering is not fully subscribed). No minimum amount has been set for the Offering. 
• The market price of the Shares (including the New Shares) may be volatile and fluctuate widely in response to various factors and the market price of the Shares (including the New Shares) may be adversely affected by such factors (even below the Issue Price). There is no assurance that an active trading market will develop for the New Shares and/or the Preferential Rights, and, if a market does develop, the market price for the New Shares, and/or the Preferential Rights may be subject to even greater volatility than the market price for the Shares. There can be no insurance that the Offering will improve the trading activity in the Shares, which may lead the New Shares to trade at a discount to the Issue Price, making sales of the New Shares more difficult.
• As the Issue Price is lower than the market price of the Shares at launch of the Offering, Existing Shareholders who do not exercise their Preferential Rights might undergo a financial dilution. There is also no assurance that any or all Scrips will be sold during the Scrips Private Placement or that there will be any such proceeds.
•  If the Offering is discontinued or there is a substantial decline in the price of the Shares, the Preferential Rights may become void or worthless.
• A main shareholder of the Issuer such as Infravest BV may have interests that differ from those of the Issuer and may be able to directly or indirectly control the Issuer, including the outcome of shareholder votes. There could be conflicts of interest which could be adverse to the interests of the investors. Infravest BV (a strategic cooperation between WorxInvest NV, Gimv NV, and Belfius Bank SA/NV), as a main shareholder of the Issuer after the Offering, may be able to exercise significant influence over the decision-making within the Issuer (through its controlling influence on TDP NV, which is the owner of the Statutory Director). In addition, the Underwriters do not assume any fiduciary or other obligations to the investors.
• Certain Existing Shareholders outside Belgium may be restricted, or have limited time, to place a subscription order for the exercise of their Preferential Rights or subscription orders made with financial intermediaries outside Belgium may not be processed in a timely manner by the local financial intermediaries. Certain shareholders outside Belgium may not be able to exercise Preferential Rights unless local securities laws have been complied with.

The tax treatment depends on the individual circumstances of each investor and may change in the future. The purchase and sale in the secondary market of both the Shares as well as the Preferential Rights prior to the end of the Rights Subscription Period is subject to the tax on stock exchange transactions. In Belgium, the applicable rate is 0.35% of the purchase price and the total amount is capped at EUR 1,600 per transaction and per party. Purchasers are advised to consult legal and tax counsel prior to making any offer, resale, pledge or transfer of the Shares (including the New Shares), the Preferential Rights and/or the Scrips offered hereby.

Subscription costs

See the overview of fees for investments
Costs tradeable right 

See the overview of fees for investments

KBC's contact persons are available for any further information. You can reach them Monday to Friday from 8 a.m. to 10 p.m. CEST.