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Group Structure Announcement

14 Nov 2018

Tetragon Financial Group Limited, which has historically invested substantially all its capital through a master fund, Tetragon Financial Group Master Fund Limited, is pleased to announce that the Tetragon master fund is expected to be amalgamated with Tetragon, the listed parent company, effective as of 31 December 2018. The amalgamated company will continue as Tetragon Financial Group Limited.

The reorganised Tetragon group structure will be substantially simplified, as will Tetragon’s financial reporting. Going forward there will be a single set of financial statements for Tetragon, commencing with the 2018 Annual Report.

About Tetragon:

Tetragon is a closed-ended investment company that invests in a broad range of assets, including bank loans, real estate, equities, credit, convertible bonds, private equity, infrastructure and TFG Asset Management, a diversified alternative asset management business. Where appropriate, through TFG Asset Management, Tetragon seeks to own all, or a portion, of asset management companies with which it invests in order to enhance the returns achieved on its capital. Tetragon’s investment objective is to generate distributable income and capital appreciation. It aims to provide stable returns to investors across various credit, equity, interest rate, inflation and real estate cycles. The company is traded on Euronext in Amsterdam N.V. and on the Specialist Fund Segment of the main market of the London Stock Exchange. For more information please visit the company’s website at www.tetragoninv.com.

Tetragon:	Press Inquiries:
Yuko Thomas Investor Relations ir@tetragoninv.com	Prosek Partners Andy Merrill and Ryan FitzGibbon +1 212 279 3115 ext. 216 and ext. 234 Pro-tetragon@prosek.com

This release does not contain or constitute an offer to sell or a solicitation of an offer to purchase securities in the United States or any other jurisdiction. The securities of Tetragon have not been and will not be registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States or to U.S. persons unless they are registered under applicable law or exempt from registration. Tetragon does not intend to register any portion of its securities in the United States or to conduct a public offer of securities in the United States. In addition, Tetragon has not been and will not be registered under the U.S. Investment Company Act of 1940, and investors will not be entitled to the benefits of such Act. Tetragon is registered in the public register of the Netherlands Authority for the Financial Markets under Section 1:107 of the Financial Markets Supervision Act as a collective investment scheme from a designated country.

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Restrictions on Ownership by U.S. Persons

Tetragon’s shares have not been and will not be registered under the United States Securities Act of 1933. Consequently, Tetragon shares may not be offered, sold or otherwise transferred within the United States or to, or for the account or benefit of, “U.S. persons” as defined in Regulation S under the Securities Act absent registration or an exemption from registration under the Securities Act. No public offering of any Tetragon shares is being, or has been, made in the United States.

In addition, Tetragon has not been and will not be registered under the United States Investment Company Act of 1940. Direct or indirect beneficial ownership of securities issued by Tetragon to any U.S. person who is not a “qualified purchaser” as defined in the Investment Company Act and applicable rules thereunder is prohibited. Under Tetragon’s Articles of Incorporation, the directors of Tetragon may in certain circumstances compel the transfer of any Tetragon shares owned directly or beneficially by any person who is not a “qualified purchaser”.

Furthermore, Tetragon shares may not be held by any “benefit plan investor” that is subject to Title I of the United States Employee Retirement Income Security Act of 1974. Tetragon’s Articles of Incorporation prohibit any “ERISA Person” from acquiring or holding Tetragon shares. The consequences of failing to comply with this prohibition include the divestment of the relevant shares and the forfeiture of any dividends previously received with respect to such shares, as well as any gains from their disposition.

Ownership by Persons in Europe

Tetragon’s non-voting shares are not intended for European retail investors. Tetragon anticipates that its typical investors will be institutional and professional investors who wish to invest for the long term and who have experience in investing in financial markets and collective investment undertakings and are capable themselves of evaluating the merits and risks of Tetragon shares and who have sufficient resources both to invest in potentially illiquid securities and to be able to bear any losses (which may equal the whole amount invested) that may result from the investment.

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No representation or warranty (including liability towards third parties), express or implied, is made as to the accuracy, reliability or completeness of any information contained on this website. Tetragon undertakes no duty to update any such information. Nothing contained on this website constitutes investment, legal, tax or other advice and is not to be relied on in making an investment or other decision. You should obtain relevant and specific professional advice before making any investment decision.

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Nothing in this website is, or should be relied on as, a promise or representation as to the future. This website contains forward-looking statements, which reflect the views of Tetragon with respect to, among other things, Tetragon’s operations. Investors can identify these forward-looking statements by the use of words such as “believe”, “expect”, “potential”, “continue”, “may”, “will”, “should”, “seek”, “approximately”, “predict”, “intend”, “plan”, “estimate”, “anticipate” or other comparable words. These forward-looking statements are subject to various risks, uncertainties and assumptions. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. Should any assumptions underlying the forward-looking statements contained on this website prove to be incorrect, the actual outcome or results may differ materially from outcomes or results projected in these statements. Neither Tetragon nor any of its affiliates undertakes any obligation to update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by applicable law or regulation.

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