TKH Group N.V.

Share Issue/Capital Change • Nov 20, 2014

Press release

TKH Group N.V. (TKH)

TKH Group successfully raises € 75 million through equity offering

TKH Group NV ("TKH") announces that it has successfully raised € 75 million through an accelerated bookbuild offering (the "Offering") of 3,061,225 (depositary receipts of) new ordinary shares, which was announced earlier today. The (depositary receipts of) new ordinary shares have been placed at a price of € 24.50 per depositary receipt.

The net proceeds of the Offering will be used to finance the acquisition of Commend, to finance the squeeze out of minority shareholders of Augusta Technologie AG, for capital expenditures and for general corporate purposes.

Allocation of the (depositary receipts of) new ordinary shares has taken place today, 20 November 2014. Settlement of the (depositary receipts of) new ordinary shares is made subject to a number of conditions customary for these type of transactions. Application will be made for listing and admission to trading of the (depositary receipts of) new ordinary shares on Euronext in Amsterdam. Settlement of the (depositary receipts of) new ordinary shares is expected to take place on 24 November 2014. The (depositary receipts of) new ordinary shares will rank pari passu in all respects with the outstanding (depositary receipts of) ordinary shares.

After settlement of the Offering, the total number of outstanding shares of TKH will consist of 42,027,095 (depositary receipts of) ordinary shares.

Rabobank acted as Sole Global Coordinator in the Offering. Rabobank and ABN AMRO acted as Joint Bookrunners in the Offering.

Haaksbergen, 20 November 2014

Executive Board

For further information: J.M.A. (Alexander) van der Lof Chairman of the Executive Board tel: +31 (0) 535 732 903 website: www.tkhgroup.com

Agenda

10 March 2015 Publication full year results 2014 6 May 2015 Trading update Q1 2015 7 May 2015 General Meeting of Shareholders 2015 18 August 2015 Publication interim results 2015 5 November 2015 Trading update Q3 2015

Profile

Technology company TKH Group NV (TKH) is an internationally active group of companies specialising in the creation and delivery of innovative Telecom, Building and Industrial Solutions.

The TKH core technologies – vision & security, communications, connectivity and manufacturing systems – are interlinked to form complete systems and solutions in the solutions segments and associated vertical markets. TKH's goal is to use this interlinked approach to realise far-reaching synergies between the company's various business units.

Telecom Solutions develops, produces and supplies systems ranging from outdoor infrastructure for telecom and CATV networks through to indoor home networking applications. TKH Telecom Solutions operates in three distinct sub-segments: optical fibre networks, copper networks and indoor telecom systems.

Building Solutions develops, produces and supplies solutions in the field of vision & security, communications and connectivity technology that range from applications in buildings and the built environment through to integrated systems that, linked to software, provide efficiency solutions for sectors such as the construction, healthcare, parking, ship building, oil and gas, traffic and security sectors. Building Solutions operates in three distinct subsegments: building technologies, vision & security systems and connectivity systems.

Industrial Solutions develops, produces and supplies solutions ranging from specialty cable, "plug and play" cable systems through to integrated systems for the production of car and truck tyres. The core technologies in this segment are vision technology, connectivity and system integration. Industrial Solutions operates in two distinct sub-segments: connectivity systems and manufacturing systems.

TKH aspires strong market positions – based mainly on own proprietary technologies and services – with a strong regional and international positioning. TKH and its various operating companies are active worldwide. Growth is concentrated in North West and Central and Eastern Europe and Asia. In 2013, TKH booked turnover of € 1.2 billion with a workforce of 4,802 employees.

The (depositary receipts of) ordinary shares of TKH are listed on the official market of Euronext in Amsterdam and included in the Amsterdam Mid Cap Index (AMX).

Disclaimer

This announcement is not for publication or distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Australia or Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required.

This announcement does not constitute or form part of an offer for sale or solicitation of an offer to purchase or subscribe for securities in the United States or any other jurisdiction. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold, directly or indirectly, in the United States, absent registration under or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of, the Securities Act. No public offering of securities is being made in the United States or in any other jurisdiction.

In the United Kingdom this announcement is only being distributed to, and is only directed at, and any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, Qualified Investors who are (i) investment professionals falling with Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) other persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as "relevant persons"). Persons who are not relevant persons should not take any action on the basis of this announcement and should not act or rely on it.

The Company has not authorized any offer to the public of securities in any Member State of the European Economic Area. With respect to any Member State of the European Economic Area and which has implemented the Prospectus Directive other than the Netherlands (each a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in Relevant Member States (i) to any legal entity which is a qualified investor as defined in the Prospectus Directive; or (ii) in any other circumstances falling within Article 3(2) of the Prospectus Directive. For the

purpose of this paragraph, the expression "offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable the investor to decide to exercise, purchase or subscribe for the securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State.

In the Netherlands the Securities are not and may not be offered other than to persons or entities who or which are qualified investors (gekwalificeerde beleggers) as defined in Section 1:1 of the Dutch Financial Supervision Act (Wet op het financieel toezicht).

Any investment decision in connection with the offering of the securities must be made on the basis of all publicly available information relating to TKH Group N.V. and the new securities. Such information has not been independently verified by Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank) and ABN AMRO Bank N.V. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.

This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in TKH Group N.V. or the new securities.