Dividend financial year 2011

The Annual General Meeting of Shareholders has decided to settle the dividend for the financial year 2011 on € 0,75 per (depositary receipt of an) ordinary share of € 0.25 nominal and € 0,05 per priority shares of € 1.00 nominal.

At the option of shareholders, the dividend will be paid cash (subject to withholding of the dividend tax owed) or as a stock dividend in shares. The stock dividend will be determined after expiry of the option period on the basis of the average share price during the last five trading days of the option period, which will end on 4 June 2012.

To NYSE Euronext in Amsterdam (“Euronext”) no trading in dividend rights will take place. The new (depositary receipt of) ordinary shares of € 0.25 nominal are fully authorized for the dividend over the financial year 2012 and next years.

With regard to the dividend 2011 the following time table applies.
17 May 2012 Listing ex-dividend
21 May 2012 (after closing) Record date
22 May up to and including
4 June 2012 Option period
5 June 2012 (before opening) Announcement of exchange ratio for stock dividend
7 June 2012 Dividend payable

Shareholders of (depositary receipt of) ordinary shares should communicate their option in the afore mentioned option period via their bank or broker to ABN AMRO Bank NV ('ABN AMRO').

If your (depositary receipt of) ordinary shares are hold at a bank or broker, the concerned bank or broker will register in general automatically dividend in (depositary receipt of) ordinary shares, unless you choose differently. The dividend rights related to your option, needs to be delivered directly to ABN AMRO on June 4, 2012 at 3.00 pm hours at the latest in favour of account 28001/106. In absence of a choice the dividend will be paid in cash to holders of (depositary receipt of) ordinary shares, subject to withholding of the dividend tax owed.

Payment of the dividend and transfer of (depositary receipt of) ordinary shares in respect of exchange of the dividend rights, will take place from June 7, 2012. Delivery of depositary receipt of shares to your bank or broker will only be done on the basis of the total number of dividend rights delivered on June 4, 2012, where the remaining fraction is settled in cash, based on the opening share price on June 5, 2012.

The exchange of dividend rights in new (depository receipt of) ordinary shares to holders in principle- will be free of commission. The institutions admitted to Euronext (‘stock exchange members’) will receive a commission for the exchange of dividend rights. Compensation to the ‘stock exchange member’ takes place after ABN AMRO has received a explanation that the member involved has exercises the exchange of dividend rights (including completion of fractions) to the shareholder for free.

Shareholders who are registered in the shareholders register of the company will be informed directly via the company.

Executive Board
TKH Group NV

Stichting Administratiekantoor TKH Group

Haaksbergen, 16 May 2012