VolkerWessels and Victor Rijssen reach agreement on public offer

Following on from the joint press release of 24 March 2003 in which Koninklijke Volker Wessels Stevin nv ('VolkerWessels') and Victor Rijssen B.V. ('Victor Rijssen') jointly announced that the expectation was justified that agreement would be reached on a public offer by Victor Rijssen for all outstanding (depository receipts for) ordinary shares of VolkerWessels, VolkerWessels and Victor Rijssen hereby announce that this agreement has been reached.

Public offer
Under conditions outlined in the offer document to be published (the 'Offer Document'), Victor Rijssen will make a public offer (the 'Offer') for all outstanding (depository receipts for) ordinary shares of VolkerWessels ('VolkerWessels Shares'). The Offer Document will be available effective 22 April 2003 (see also the availability advertisement in Het Financieele Dagblad, NRC Handelsblad, and the Official Price List (Officiële Prijscourant) of Euronext Amsterdam, all with 18 April 2003 as date of appearance). The Offer constitutes a cash offer by Victor Rijssen of EUR 21.00 per VolkerWessels Share, less the dividend for the financial year 2002 to be adopted by the Annual General Meeting of Shareholders. On the basis of the proposed dividend of EUR 1.35 per VolkerWessels Share, the Offer price (ex dividend on 9 May 2003) amounts to EUR 19.65 per VolkerWessels Share.

Offer period
The offer period commences 23 April 2003 and closes, subject to extension, on 15 May 2003 at 15:00 hours (Amsterdam time). Reference is made to the Offer Document for further information on the Offer.

On the basis of considerations outlined in the Offer Document, the Supervisory Board and the Board of Management of VolkerWessels conclude that the Offer is in the interests of VolkerWessels, shareholders and depository receipt holders of VolkerWessels and the other stakeholders in the company. Based also on the advice of the financial advisers to the Supervisory Board and the Fairness opinion issued by Kempen & Co, the Supervisory Board and the Board of Management of VolkerWessels support the Offer and recommend that the shareholders and depository receipt holders accept the Offer. Mr. D. Wessels has not taken part in the deliberations and decision-making of the Supervisory Board and Board of Management of VolkerWessels with respect to the Offer.

Declaring the Offer unconditional
Victor Rijssen will declare the Offer unconditional in the event that (including the VolkerWessels Shares that are already held by the Wessels family and will be transferred to Victor Rijssen) a minimum of 95% of the VolkerWessels Shares are tendered under the Offer and all other conditions for making the Offer unconditional are fulfilled or Victor Rijssen has withdrawn these conditions. The conditions for declaring the Offer unconditional are outlined in the Offer Document.

This is a joint press release by VolkerWessels and Victor Rijssen

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