TKH Group N.V.

M&A Activity • Nov 20, 2014

Press release

TKH Group N.V. (TKH)

TKH acquires technology leader in mission critical intercom systems

TKH Group NV ("TKH") announces that it has reached agreement on the acquisition of a controlling interest in the Commend group ("Commend"), of which the head office is located in Salzburg (Austria). Commend is a leading technology company that develops, and manufactures security and communication systems and is one of the largest providers in the field of highend intercom systems worldwide. TKH and Commend have already been successfully cooperating for over fifteen years, whereby TKH represents Commend in the Benelux, Germany, Poland and South-East Asia.

With more than 300 employees, family owned Commend realises an annual turnover of about € 45 million. The activities of Commend will strengthen TKH's sub-segment vision & security and will contribute to the profitability of the business segment Building Solutions.

Commend is a technology and market leader in mission critical intercom systems worldwide. The security- and communication systems of Commend are broadly applied in- and outside buildings and in critical infrastructural projects. The systems offer efficient and safe communication, which, particularly in critical situations, secures an adequate communication connection.

Alexander van der Lof, CEO of technology company TKH: "The strategic business combination between Commend and TKH strengthens our position in the field of communication technology by in-house development and manufacturing of this technology and thus reduces TKH's dependency on third parties. The leading technology of Commend has played an important role in the market positioning of TKH for many years due to the representation of Commend by TKH in a number of countries. Communication technology is one of the four core technologies of TKH, which is essential in our integrated security solutions. Especially within our defined vertical growth markets Care, Parking, Tunnel & Infra and Marine, Oil & Gas, the Commend technology as part of the total technology proposition is of great importance and will support the envisaged growth target. We are pleased that Mr. Roger Dance will continue his position as managing director so that Commend can continue it's growth under his leadership. Salzburg will remain the centre for production, R&D, as well as sales and marketing."

Roger Dance, managing director of Commend International: "The acquisition by TKH is an excellent move for Commend to continue its ambitions as international player in the field of high-end communication systems for security and safety. We see a good fit with TKH to combine our strengths and potential to accelerate growth together with the complementary technologies and market positions of TKH."

TKH will acquire 74% of the shares of Commend International GmbH (Austria), which holds the production and development activities. In addition, TKH has the option right and intention to acquire in 2015 the international sales organisations of Commend in the USA, UK, France, Spain and Italy as well as 49% of Commend Australia. TKH will increase its existing shareholding in the subsidiaries Commend Benelux BV and Schneider Intercom GmbH to 100% by acquiring an interest of 25% and 5% respectively.

The acquisition of Commend International is expected to be finalised in January 2015. The purchase price and the EBIT-multiple are in line with TKH's strategic acquisitions in the past. The acquisition will contribute as of the closing date to the earnings per share of TKH.

The acquisition will be financed with equity.

TKH has published a presentation with information on the acquisition on their website www.tkhgroup.com.

Haaksbergen, 20 November 2014

Executive Board

For additional information:	J.M.A. (Alexander) van der Lof MBA,
	Chairman of the Executive Board
	tel. +31 (0)53 5732903
	website TKH: www.tkhgroup.com
	website Commend: www.commend.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 sub-segments: 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).