Victor Rijssen declares the offer for VolkerWessels unconditional

Victor Rijssen B.V. ('Victor Rijssen') and Koninklijke Volker Wessels Stevin nv ('VolkerWessels') announce that Victor Rijssen declares the public offer (the 'Offer') for all outstanding (depository receipts for) ordinary shares of VolkerWessels ('VolkerWessels Shares') unconditional (see also the advertisement declaring the offer unconditional in NRC Handelsblad with 22 May 2003 as date of appearance and Het Financieele Dagblad and the Official Price List (Officiële Prijscourant) of Euronext Amsterdam, both with 23 May 2003 as date of appearance).

Per the last day of acceptance, Thursday 15 May 2003 at 15:00 hours (Amsterdam time), 17,815,996 VolkerWessels Shares were tendered under the Offer, representing 53.1% of the outstanding share capital of VolkerWessels. As per declaring the Offer unconditional Victor Rijssen will hold, directly and indirectly, 27,033,688 VolkerWessels Shares, representing 80.6% of the outstanding share capital of VolkerWessels. In determining the above-mentioned percentages, the VolkerWessels Shares held by VolkerWessels are excluded.

With reference to the offer document dated 22 April 2003 (the 'Offer Document') Victor Rijssen will pay an amount of EUR 19.65 in cash for each tendered and transferred VolkerWessels Share (the 'Offer Price') on 30 May 2003. This is corresponding with the Offer Price (cum dividend) of EUR 21.00, less the dividend determined by the annual meeting of shareholders of EUR 1.35 for the financial year 2002.

Victor Rijssen grants holders of VolkerWessels Shares who have not tendered their VolkerWessels Shares under the Offer, the opportunity to post-tender their VolkerWessels Shares until Thursday 12 June 2003 15:00 hours (Amsterdam time), in the same manner and subject to the same conditions as described in the Offer Document. Victor Rijssen expects to make an announcement regarding the number and percentage of VolkerWessels Shares held, directly and indirectly, by Victor Rijssen per the last day of the post-acceptance period no later than 16 June 2003. Payment of the Offer Price for VolkerWessels Shares that have been tendered and transferred during the post-acceptance period will take place on 19 June 2003.

Exchange of depository receipts
VolkerWessels has agreed that the depository receipts for ordinary shares of VolkerWessels to be acquired by Victor Rijssen can be exchanged for ordinary shares of VolkerWessels. Simultaneously, VolkerWessels has decided that other legal entities that hold depository receipts for ordinary shares of VolkerWessels are also allowed to exchange these depository receipts for ordinary shares of VolkerWessels. Currently natural persons are able to exchange depository receipts for ordinary shares of VolkerWessels for ordinary shares of VolkerWessels with a limitation per person, however, of up to a maximum of 1% of the issued ordinary share capital of VolkerWessels. Unless Victor Rijssen holds at least 95% of all outstanding VolkerWessels Shares per 1 October 2003, the articles of association of VolkerWessels will be amended in such manner that the limitation of shareholding (also for natural persons) of 1%, will be removed.

Source: Volker Wessels

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