Dividend financial year 2012

Dividend financial year 2012

The Annual General Meeting of Shareholders of May 7, 2013 has decided to settle the dividend for the financial year 2012:

€ 0,05 per priority shares of € 1.00 nominal;
€ 0,65 per (depositary receipt of an) ordinary share of € 0.25 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 27 May 2013. 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 2013 and next years.

With regard to the dividend 2012 the following time table applies.

9 May 2013 Listing ex-dividend
13 May 2013, after closing Record date
14 May up to and including
27 May 2013 Option period
27 May 2013, after closing Announcement of exchange ratio for stock dividend
30 May 2013 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 May 27, 2013 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 30 May 2013. 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 May 27, 2013, where the remaining fraction is settled in cash, based on the opening share price on May 28, 2013.

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, 8 May 2013