Optional dividend conversion ratio 2013

May 9, 2014

The General Meeting of Shareholders of Heijmans N.V. held on 16 April 2014, adopted the proposal of the Management Board of Heijmans N.V. to issue a dividend in cash or in the form of shares or depositary receipts for shares. The cash dividend was set at € 0.15 per ordinary share or depositary receipt for share. The Management Board was authorised to set the conversion ratio for the stock dividend.

The Management Board announces that the number of dividend entitlements giving entitlement to one new ordinary share or depositary receipt for share in Heijmans N.V. (with a nominal value of € 0.30) has been set at 86. This conversion ratio is based on the average weighted share price of the Heijmans N.V. share on the 7th , 8th and 9th May 2014 stock trading days, being € 13.0344. Any residual fraction will be settled in cash.

Approx 46 % of the number of shares or depositary receipts for shares in issue was reported for the payment of a stock dividend. 102.998 new shares or depositary receipts for shares will be issued, so that the total number of shares or depositary receipts for shares in issue will amount to 19,460,880 (19,357,882 ** + 102,998), being approx. + 0,5%.

Payment in the form of shares or depositary receipts for shares qualifies as an exemption under Article 5:4 sub (e) to the obligation to publish a prospectus pursuant to Article 5:2 of the Financial Supervision Act.

The payment of the cash dividend and the delivery of ordinary shares and depositary receipts for shares resulting from the conversion of dividend entitlements will be effected on 16 May 2014.

**Including depositary receipts for shares that have been issued April 28th 2014 in connection with the Bonus Investment Share Management Plan (see page 88 Heijmans Annual Report 2013)