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Prospectus 12 June 2012

The document you are about to read is the electronic version of a prospectus regarding a public offering in Belgium and the Grand Duchy of Luxembourg by Arseus NV (the “Issuer”) of 4.75 per cent. bonds due 2 July 2017 (the “Bonds”) in accordance with regulations applicable in Belgium and the Grand Duchy of Luxembourg (the "Prospectus"). The Prospectus was approved by the FSMA on 12 June 2012. It is exclusively intended for Belgian and Luxembourg residents who are physically present in Belgium or the Grand Duchy of Luxembourg, as well as for persons residing outside these countries, who can access it and accept the offering in accordance with the applicable law and regulations of other countries.

Specifically, residents of a Member State of the European Economic Area other than Belgium or the Grand Duchy of Luxembourg shall not have access to this Prospectus, unless the offering can be done in a Member State by virtue of one of the exemptions provided by Directive 2003/71/EC of the European Parliament and Council on 4 November 2003 regarding the prospectus to be published in the event of a public offering or admission to trading of securities as amended and adapted to each Member State (the "Prospectus Directive"), insofar as such offering in any Member State does not require the Issuer to publish a prospectus pursuant to Article 3 of the Prospectus Directive.

In general, any individual wishing to access the Prospectus must first ensure that this access does not violate the applicable legislation or regulations. The Issuer shall not be liable in the event of a violation of such restrictions by any individual.

The Prospectus does not in any way constitute an offering or invitation to subscribe Bonds in any country in which the access to the Prospectus, the offering, or the invitation, could be illegal and cannot in any circumstance whatsoever be used for this purpose or in these circumstances.

The Issuer did not, and does not intend to, make any effort to offer its securities to the public outside Belgium and the Grand Duchy of Luxembourg; it has obtained no authorization for the distribution of the Prospectus in any jurisdiction other than Belgium and the Grand Duchy of Luxembourg.

The Prospectus may not be directly or indirectly distributed or circulated in the United States of America, in Switzerland or in any other jurisdiction that deems the distribution or circulation of such information illegal.

In particular, the Prospectus does not constitute an offering of securities in the United States of America or in any other country. Securities may be neither offered nor sold in the United States of America without registration or registration exemption pursuant to the 1933 US Securities Act as amended (the "Securities Act"). The Issuer does not intend to register the offering, in whole or in part, in the United States of America or to initiate a public offering in the United States of America and, subject to certain exceptions, the Bonds shall not be offered, sold or distributed on the territory of the United States of America or to citizens of the United States or to their benefit. The offering takes place outside of the United States of America in accordance with regulations enacted pursuant to the Securities Act.

The circulation of the electronic version of the Prospectus on a website different than the websites included in the following paragraph and its duplication, distribution or dissemination in paper or electronic form are strictly prohibited. The Issuer shall under no circumstances be held liable in the event of illegal duplication or distribution of the Prospectus.

Investors are invited to carefully read the Prospectus of 12 June 2012 which was approved by the FSMA on 12 June 2012. The Prospectus is available in Dutch and English and its summary is available in French. These documents are available free of charge upon request to the Issuer (+31 88 33 11 200). They are also available on the websites of the Issuer (investors.fagron.com), the website of the FSMA (www.fsma.be), ING België (www.ing.be (Investing – Bonds )), KBC Bank (www.kbc.be), BNP Paribas Fortis (www.bnpparibasfortis.be (under "Save and Invest")) and Belfius Bank, and in the local agencies of ING Belgium, KBC Bank, BNP Paribas Fortis and Belfius Bank, and via phone banking (ING Belgium: +32 2 464 61 01, KBC Bank: +32 78 15 21 53, Belfius Bank: +32 2 222 71 00 and BNP Paribas Fortis: +32 2 433 40 31).

Download prospectus 12 June 2012