Announcement exchange ratio stock dividend 2011

The Executive Board of TKH Group NV announces that the number of dividend rights of (depositary receipts of) ordinary shares of € 0.25 nominal giving right to one (depositary receipt of) new ordinary share TKH of € 0.25 nominal is determined at 23 per 4 June 2012.

Based on the average price of the (depositary receipt of) ordinary share TKH on 29, 30 and 31 May and 1 and 4 June 2012 of € 17.4435, 1/23 shares represents a value of approximately € 0.7584, which is approximately 1.12% higher than the dividend in cash of € 0.75.

Dividend payment and delivery of (depositary receipts of) ordinary shares in respect of exchange of dividend rights will be effected from 7 June 2012, made by the bank or broker where your (depositary receipts of) shares are held.

For the new ordinary shares which will be issued within the framework of the stock dividend, at Euronext Amsterdam NV, a request for admission to listing shall be submitted on the basis of Article 5:4 sub (e) of the prospectus requirement in pursuance of Article 5:2 of the Act on Financial Supervision (‘Wet op het financieel toezicht’ (Wft)).

Executive Board
TKH Group NV

Stichting Administratiekantoor TKH Group
(Foundation Administration Office for TKH Shares)

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