NOTICE CONVENING AN EXTRAORDINARY GENERAL MEETING OF TK DEVELOPMENT A/S
to be held on Thursday, 1 July 2010, at 10 am at Hotel ‘Hvide Hus', Vesterbro
2, DK-9000 Aalborg. 
 

The agenda

1.
The Supervisory Board proposes the following resolutions:
1.a.
	that 	the Company's share capital be reduced by nominally DKK 140,219,050.00
at par from nominally DKK 560,876,200.00 to nominally DKK 420,657,150.00. The
capital reduction is to be carried out by an equal writedown of all shares from
DKK 20.00 to DKK 15.00, it being noted that the Supervisory Board has
determined that the shares will be issued in the denomination of DKK 20.00
each. The amount of the reduction is to be allocated to a special fund that can
only be used following a resolution to this effect at a General Meeting; see
section 188(1), para. 3, of the Danish Companies Act. 

The reduction of the share capital according to this proposal is subject to the
conditions that (1) the General Meeting resolves, in accordance with the
following item 1.b., to increase the Company's share capital by a nominal
amount corresponding at least to the nominal amount of the reduction set out
above, and that (2) such a capital increase is actually made. 

The capital reduction is not to be published via the information system of the
Danish Commerce and Companies Agency, see section 19 of the Executive Order on
Partial Commencement of the Act on Public and Private Limited Companies (the
Danish Companies Act), as the capital reduction is subject to the condition
that a capital increase, based on the General Meeting's simultaneous adoption
of a resolution to this effect, is actually carried out by subscription of an
amount corresponding at least to the nominal and actual amount of the capital
reduction (DKK 140,219,050.00). 

In that the nominal amount of the reduction set out above is lower than the
proposed nominal amount of the capital increase, as set out in item 1.b. below,
resulting in an overall increase of the Company's share capital from nominally
DKK 560,876,200.00 to nominally DKK 630,985,725.00, the capital reduction and
capi-tal increase will involve an alteration to Article 2(1) to this effect;
see item 1.c. below. 

Pursuant to Article 6 of the Articles of Association, the adoption of the
proposed resolution is subject to the affirmative votes of not less than
two-thirds of the votes cast as well as of the voting stock represented at the
General Meeting. 

1.b.
	that 	the Company's share capital, after the capital reduction (see item 1.a.
on the agenda), be increased by nominally DKK 210,328,575.00, from nominally
DKK 420,657,150.00 to DKK 630,985,725.00, against cash payment with pre-emptive
rights for the Company's existing shareholders. Thus, all shareholders will be
entitled to subscribe for new shares in proportion to their holding of shares
(one new share for every two existing shares held). 

The proposed resolution is subject to the condition that the Supervisory
Board's proposal set out in item 1.a. is adopted and implemented. 

The shares will be subscribed for and issued in accordance with the prospectus
to be published by the Company in connection with the issuance and admission of
the new shares to listing and trading on NASDAQ OMX Copenhagen A/S. The
prospectus will contain information about the subscription period and other
terms and conditions; see the relevant provisions of the Danish Securities
Trading Act. The prospectus will serve as the subscription list; see section
163 of the Danish Companies Act. 

The subscription period for the new shares will expire at the earliest 14 days
after publication of the prospectus. Subscription rights (pre-emptive rights)
will auto-matically be allocated to existing shareholders in proportion to
their holdings, and such subscription rights may be exercised or sold as
detailed in the prospectus. 

The nominal amount of the shares shall be DKK 15.00, and the capital increase
shall be subscribed for at par (equal to DKK 15.00 per share of nominally DKK
15.00). 

The new shares shall be negotiable instruments, shall be issued to named
holders and shall be recorded as such in the Company's Register of
Shareholders. No restrictions shall apply to the transferability of the new
shares, and no shareholder shall be obligated to have his shares redeemed,
whether in whole or in part. The new shares shall rank pari passu with the
existing shares and shall entitle the holder to dividend and other rights in
the Company as from the time when the capital increase is registered with the
Danish Commerce and Companies Agency. 

Pursuant to Article 6 of the Articles of Association, the adoption of the
proposed resolution is subject to the affirmative votes of not less than
two-thirds of the votes cast as well as of the voting stock represented at the
General Meeting. 

1.c.
	that	Article 2(1) of the Company's Articles of Association be altered so as to
reflect the resolutions passed in accordance with items 1.a. and 1.b. above.
Thus, Article 2(1) is proposed to be worded as follows: 
			

”The Company's share capital amounts to DKK 630,985,725.00, in words, Danish
kroner six hundred and thirty million nine hundred and eighty-five thousand
seven hundred and twenty-five 00/100, divided into shares in the denomination
of DKK 1.00 or multiples thereof.” 

Pursuant to Article 6 of the Articles of Association, the adoption of the
proposed resolution is subject to the affirmative votes of not less than
two-thirds of the votes cast as well as of the voting stock represented at the
General Meeting. 

2.
Authorization for registering the adopted resolutions with the Danish Commerce
and Companies Agency. 

The shareholders in General Meeting will be requested to authorize Attorney
Morten Jensen, the law office of Børge Nielsen, Aalborg, to register the
adopted resolutions and to make such alterations and corrections to the
resolutions as directed or recommended by the Danish Commerce and Companies
Agency for the purpose of implementing and registering the adopted resolutions. 

3.
Any other business.

Company matters and voting rights
The following is disclosed with reference to section 97 of the Danish Companies
Act: 

The Company's share capital amounts to DKK 560,876,200.00. The share capital is
divided into shares in the denomination of DKK 1.00 or multiples thereof (the
current denomination of the shares is DKK 20.00). 

With respect to voting rights at the General Meeting, Article 4 of the Articles
of Association provides as follows: 

Each share amount of DKK 1.00 shall confer one vote on the holder. The voting
right may be exercised pursuant to a written and dated instrument of proxy
(“Authorisation Form”). The instrument of proxy to the Company's Supervisory
Board may not be issued for a period of more than 12 months. 

Pursuant to Article 4 of the Company's Articles of Association and section 84
of the Danish Companies Act, the attendance and voting rights attaching to a
shareholder's holding shall be determined based on the shares held by the
shareholder on the cut-off date. The cut-off date is one week prior to the date
of the General Meeting, viz. 24 June 2010. Accordingly, voting rights will be
determined based on the shares held by each shareholder on the cut-off date, as
appearing from the entry in the Register of Shareholders regarding the
shareholder's ownership. Any notifications received by the Company regarding
the shareholder's ownership for entry in, but not yet recorded in the Register
of Shareholders, will also be taken into account for this purpose. 

However, the right to attend the General Meeting and exercise the voting rights
attaching to the shares held at the cut-off date is subject to the condition
that the shareholder has given notice at least three days in advance of his
intention to attend such meeting by obtaining an admission card as set out
below. 

Attendance matters and proxies
We enclose a form to be used for ordering admission cards ("passes") and an
instrument of proxy (Authorisation Form). 

You may order admission cards until Monday, 28 June 2010, at 4 pm, from VP
Investor Services A/S, Weidekampsgade 14, P.O. Box 4040, DK-2300 Copenhagen S,
at tel. +45 4358 8892 or by fax +45 4358 8867. A ballot paper will be submitted
together with the admission card. Pre-ordered admission cards will be sent no
later than two days before the General Meeting. 

In addition, shareholders have the option of issuing proxies. An Authorisation
Form to be used for issuing an instrument of proxy is enclosed. If you want to
issue an instrument of proxy, the filled-in and duly signed Authorisation Form
must reach VP Investor Services A/S, Weidekampsgade 14, P.O. Box 4040, DK-2300
Copenhagen S, by 4 pm on Monday, 28 June 2010. 

Additional information and documents
This Convening Notice and the new draft Articles of Association will be made
available for inspection by shareholders at the Company's office at Vestre
Havnepromenade 7, DK-9000 Aalborg, from Wednesday, 9 June 2010, and copies can
also be obtained from that date; see section 98 of the Danish Companies Act. 

With reference to section 99 of the Danish Companies Act, the Company announces
that the documents to be submitted at the General Meeting, including the
agenda, the complete proposals, information about the total number of shares
and voting rights as of the date of the convening notice, and finally the form
to be used for ordering admission cards, an Authorisation Form and a form for
voting by postal ballot, will be available at the Company's website,
www.tk-development.dk, from 9 June 2010, at the latest. 

Aalborg, 8 June 2010
TK DEVELOPMENT A/S
On behalf of the Supervisory Board
Niels Roth
Chairman of the Supervisory Board