Issue of preference shares by Hollandsche Beton Groep nv

Rijswijk, the Netherlands – The Board of Management of HBG, Hollandsche Beton Groep nv, announces that the foundation ‘Stichting HBG’ established at Rijswijk decided on 27 February 2000 to exercise the right granted to it by the company in an agreement dated 11 August 1997 to acquire protective preference shares of the company.

On 27 February 2000, 34,588,280 protective preference shares of HBG were issued to Stichting HBG. The issued protective preference shares, of nominal value NLG 2.00 each, are registered shares. The issue has been made at par with the obligation to pay 25 per cent of the nominal value in cash. Following this issue, Stichting HBG holds 50 per cent of the total issued share capital of the company.

Stichting HBG has let it be known that the reason for exercising the aforementioned right was that, in lengthy negotiations with Koninklijke Boskalis Westminster nv – prior to the publication by Boskalis on 25 February 2000 of the intention to make an offer for the shares of Hollandsche Beton Groep nv – HBG had been unable to reach agreement on the manner in which a merger of the two companies could be brought about and that, taking everything into consideration, protection of HBG was necessary in the present circumstances.

The Executive Committee of Stichting HBG is made up of Messrs P.J.H. Jonkman, C.J. Oort, O. Hattink, B. Baardman and H.H.F. Wijffels.

The protective preference shares carry voting rights as from the date of issue. The protective preference shares confer a right to a share of the profit on a cumulative basis. The shares will rank for a pro rata share of the profit for the year 2000.

The agreement of 11 August 1997, under which Stichting HBG was granted the right to acquire protective preference shares of HBG, was laid open to inspection by shareholders in 1997 and was entered into with the approval of the General Meeting of Shareholders of our company on 16 May 1997.

The Board of Management of HBG has taken cognisance of the decision by Stichting HBG and is considering its response to the proposal by Boskalis to make a public offer, which, pursuant to Article 4, para. 2, of the Social and Economic Council Merger Code, has to be given within seven days.

It should be noted that this press release does not constitute publication of a disclosure under the Major Holdings in Listed Companies Disclosure Act overseen by the Securities Board of the Netherlands and that third parties should monitor public notices placed by the Securities Board of the Netherlands in national newspapers for the official disclosure pursuant to the Major Holdings in Listed Companies Disclosure Act 1996.


For further information, please contact:

Arno C. Pronk at HBG Public Relations, telephone +31 70 3722121.