Announcement exchange ratio

Bunnik, The Netherlands, 16 May 2012 - Further to the announcement of 25 April 2012 on the payment of Royal BAM Group nv final dividend for the 2011 financial year, the number of dividend rights providing an entitlement to one ordinary share of Royal BAM Group nv (the exchange ratio) has been set at 14.4.

This is based on a share price of € 2.4114; the average price, weighted by volume, of all Koninklijke BAM Groep nv shares traded on Euronext Amsterdam by NYSE Euronext during the period from 14 May 2012 up to and including 16 May 2012. This represents 1/14.4 Royal BAM Group nv share and a value of €0.1675, and is therefore almost 4.66 % more than the value of the cash dividend of €0.16 per ordinary share of Royal BAM Group nv.

A request to admit the approximately 8,587,196 new ordinary shares for admission to trading on Euronext Amsterdam will be made pursuant to article 5:4 sub e of the Financial Markets Supervision Act (Wet op het financieel toezicht).

The payment of the cash dividend or transfer of shares will take place as from 21 May 2012.

Paying agent: ABN AMRO Bank N.V., Corporate Broking (telephone 020 344 2000, fax 020 628 8481 e-mail: corporate.broking@nl.abnamro.com).