BHF Kleinwort Benson : Transparency Declaration Notification (Article 14 of the law of 2 May 2007) Oddo et Cie SCA and Franklin Templeton Institutional, LLC

547535f2-165c-4408-8344-463cf8c08749.pdf

Press Release

Regulated Information

Transparency Declaration Notification (Article 14 of the law of 2 May 2007)

Oddo et Cie SCA and Franklin Templeton Institutional, LLC

Brussels, 22 January 2016 (5:35 pm CET) - On 18 January 2016, Oddo et Cie SCA ("Oddo") and Franklin Templeton Institutional, LLC ("FT") notified BHF Kleinwort Benson Group ("BHF KB") that, following satisfaction of the conditions precedent under the share purchase agreement pursuant to which Oddo and FT were acting in concert, Oddo had effectively acquired from FT 23,206,881 shares in BHF KB on 13 January 2016.

Oddo and FT also notified BHF KB that as a result of such purchase, Oddo had crossed upwards the threshold of 40% of shareholding in BHF KB and held 56,043,666 shares in BHF KB (representing 42.38% of the voting rights in BHF KB) while FT had crossed downwards the threshold of 3% of shareholding in BHF KB and no longer held any share in BHF KB. The purchase also put an end to Oddo's and FT's action in concert.

A copy of Oddo's and FT's transparency declaration is reproduced hereunder and available on BHF KB's corporate website under "Investor Information - Shareholder Information - Transparency Declarations".

Contact Details

For further information, please contact

t: [phone] e: [e-mail]

About BHF Kleinwort Benson Group SA

BHF Kleinwort Benson (Euronext: BHFKB) is a limited liability company incorporated under the laws of Belgium, having its registered office at Avenue Louise 326, 1050 Brussels, Belgium. BHF Kleinwort Benson is a merchant bank with principal activities in private banking, asset management and financial markets

& corporates.

For further information visit: www.BHFKleinwortBenson.com

Press Release 22 January 2016

IMPORTANT Please read the following instructions before you fill in the declaration

For notifications of large participating interests, the FSMA recommends the use of form TR-1 BE, which it has developed, taking as a basis the European standard form and adapting it to the Belgian regulation.

The form is interactive. Therefore it is essential that you download it again for each new notification. When you select the name of an issuer in the list referred to in point 2,an

identification number will automatically appear.

The form consists of two parts: Part I, that must be transmitted to both the FSMA and the issuer, and Part II, to be sent exclusively to the FSMA.

Once you have opened the form on the FSMA's website, start by saving it on your computer (using "save as") before filling it in.

Once you have saved the form, remember also to verify that macros are active.

The completed form should be sent to [e-mail] exclusively as an .xlsm file; otherwise its subsequent processing is impossible.

The names of the persons subject to a notification requirement as indicated in Part I automatically appear in Part II when you click on the "Click here" button in Section 6. Thus it is not possible to add any additional rows in Part II.

In order to add rows in the various sections of Part (e.g. if there are several notifiers), please use only the "+" and "-" buttons.

Please do not unprotect the form; please fill in only where authorized and do not modify the formulas.

In Section 10, start with groups. In the case of groups of notifiers with sub-totals to be filled in, please identify the members of the group and subsequently click on "M" to fill in a sub-total.Repeat this for each group.Finish with people notifying alone.

Once Section 1O is completed, click on "calculate" to show the totals and sub-totals.

For further details, please refer to the extract from the Guide to the Transparency Legislation.

The (unsigned) form should be transmitted in xis format, and its file name should start with TR-1BE. In addition, a signed copy should also be transmitted, either in PDF format or by fax to +32(2)220.59. 12.

7501 31 52 M 1 7792549 I 1

FORM TR-1 BE PART I

1. Status of the notification

   
   

   Final

   
   

2. Issuer

   
   

   
   

   N3rrm,BHF KLEINWORT BENSON

   Identification nu mber,_08__66 01_-5-01_0 _,

   
   

   
   

3. Reason for the notification

   
   

4. Notification by

   
   

   I

   Acquisition or disposal of voling sacurilias or voting rights rermination of an agreement to act in concert

   
   

   I

   A parent undertaking or a controlling person

   
   

   maintaining control

   Persons acting In concert who have concluded an agreement aimed either at acquiring control, at frustrating tile successful outcome of a bfd or at

   
   

   Name (& legal lorm lor legal persons)	Address (lor legal persons)
   Philippe Oddo	12, Boulevard de la Madeleine - 75009 Paris
   Financiere ldat SAS	12, Boulevard de la Madeleine - 75009 Paris
   Oddo at Cle SCA	12, Boulevard da la Madeleine - 75009 Paris
   Franklin Templeton lnslitulional LLC	600 Fifth Avenue, Naw York, 10020 U.S.A.

5. Persons subject to the notification requirement

   
   

   Name (& legal form lor legal persons)	Address (lor legal persons)
   N/A

6. Persons that dispose of, ... voting rights (Only to be filled in if art. 7 of the Law applies)

   
   

   
   

7. Date on which the threshold is crossed

   
   

   - - - - - - - - - - - - 13ro 1 ,2016 I (DD/MM!YYYY)

   
   

8. Threshold that is crossed (in %)

   
   

   40

   I

   a

   Clic k

   
   

   If thg holdlng has fnllon below th lowast thrqshold,voy hnvo 1110 qpllon qi not entering any numbg,o undo, point 10

   
   

9. Denominator

   
   

   
   

   132 244 1641

   
   

   
   

   Prqn o • !Jig• tho t19npml nn10, boloro filling In tho dfitn

   
   

   750 1 '.H 52 M 177tJ254lJ I J

10. Notified details

    A) Voting rights	Previous notlrication	After the transaction
    # of votina rights	# or votino riahts		% alvaUna rtahts
    Holders of voling rights	Linked ta securities	Not linkedto the securities	Linked ta securities	Not llnke!! to thg ml!d!!ll
    Phllrppe Oddo	0	0	0.00%
    Financiero ldat SAS	0	0	0.00%
    Oddo et Cle	31 093359	56 043666	42.36%
    blQtal	31 093 351>	56043686	42-38'h
    Franklin Templeton lnstltutlonal LLC	23 206 681	0	0.00%
    •ubtotal	232061181
    56 043688	0	42.38%	0.00%

    TOTAL I

    Sh! r t with •groups• of hotdars . Celcu1a10 aubtotols •nd than finish withI ha porson11

    who arw '"ntorn, . Tho totn:s, subiotn1s g.nd 19 Wiii be upcfntod or:,co you have chck4d on

    
    

    B) Equivalent flnanclal Instruments	Alter the transaction
    Holders or equivalent flnanclal Instruments	Type of flnanclal instrument	Expiration date	Exercise period or date	# of voting rights that may be acquired 11lhe Instrument Is exercised	% of voling rights
    N/A
    0	0.00%

    a

    TOTAL (In r11latlon 1o all expiration datH)

    
    

    Tho I ota w fl bl, updluad once you hove clicked on CALCULATE :,

    
    

    TOTAL (Voting rights & Equivalent lnanclal instruments) # of voting rights		% al voting rights
    56 043 686	42.38%

    
    

11. Chain of controlled undertakings through which the holding is effectively held, if applicable

    
    

    e•on,o doscdbo, or ;o,n • gingrnm in attachmqnt

    
    

    Oddo et Cle SCA Is controlled by Flnanclere ldat SAS which Is controlled by Philippe Oddo. Franklin Templeton Institutional LLC Is a wholly owned subsidiary of Franklin Ressources Inc.

    
    

12. In case of proxy voting for only one GM

I l

Holder wlll cease to hold I

A will hold again

voling rights as of D

7501 J 152 M 177925491 1