Announcement dividend exchange ratio and adjustment conversion price convertible bonds

This is based on a share price of €4.1958; the average price, weighted by volume, of all Royal BAM Group nv shares traded on Euronext Amsterdam during the period from 6 May 2019 up to and including 8 May 2019. This represents 1/29.97 Royal BAM Group nv share and a value of €0.14.

49.2% of the shareholders has opted for dividend in stock for which a request to admit 4,482,030 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 delivery of shares will take place at 15 May 2019.

BAM will activate its share buy-back programme for 4,482,030 shares to neutralise the dilution effect of the issue of stock dividend within the parameters set forth by the authorisation granted by the Annual General Meeting of 17 April 2019. This programme will be implemented by an independent broker, in accordance with the applicable regulations in relation to share buy-backs.

The share buy-back programme will start on 21 May 2019. BAM will keep the market fully informed of the progress of the programme in line with the applicable regulations.

As a result of the dividend, the conversion price in effect for the Royal BAM Group nv  €125 million 3.50% subordinated convertible bonds due 2021 has been adjusted from €4.9997 to €4.8334, effective as of 8 May 2019.

Paying agent: ABN AMRO Bank N.V., Corporate Broking, telephone +31 (0)20 344 20 00, fax +31 (0)20 628 84 81, e-mail: corporate.broking@nl.abnamro.com.

Further information:

• analysts: Michel Aupers, michel.aupers@bam.com, +31 (0)30 659 87 07;
• press: Niels van Dongen, niels.van.dongen@bam.com, or Arno Pronk, arno.pronk@bam.com, +31 (0)30 659 86 23.