Company	TIE Holding N.V.
Listed at	NYSE-EuroNext Amsterdam
Security Code	38698
ISIN number	NL0000386985
Outstanding Shares (as per May 19, 2008)	54,755,390
Main Shareholders (Excl. Potential Interests)	Jalak Investments BV : ~ 23% (total interest < 30%)

Name	Issue Date	Options	Strike Price	End Date
Delta Lloyd Bank	Dec 20, 2000	100,000	EUR 0.50	Dec 2008
Delta Lloyd Bank	Mar 1, 2004	500,000	EUR 0.50	Mar 2009
DW vastgoed Beleggingen B.V.	June 3, 2008	500,000	EUR 0.10	June 3, 2018

Name	Issue Date	Principal Sum	Conversion Price	End Date
Macrobius Beheer B.V.	Feb 22, 2008	EUR 162,500	EUR 0.14	Jan 1, 2018
Inventive Adventure B.V.	Feb 22, 2008	EUR 162,500	EUR 0.14	Jan 1, 2018
A. van Buuren	June 3, 2008	EUR 50,000	EUR 0.10	June 3, 2018
Alto Imaging Group N.V.	June 3, 2008	EUR 395,000	EUR 0.10	June 3, 2018
J. Sundelin	June 3, 2008	EUR 80,000	EUR 0.10	June 3, 2018
P. van Boom	June 3, 2008	EUR 80,000	EUR 0.10	June 3, 2018
J. Brey	June 3, 2008	EUR 50,000	EUR 0.10	June 3, 2018
S. Campbell	June 3, 2008	EUR 30,000	EUR 0.10	June 3, 2018
B. Tervo	June 3, 2008	EUR 25,000	EUR 0.10	June 3, 2018
DW Vastgoed Beleggingen B.V.	Sept 30, 2008	EUR 700,000	EUR 0.10	Oct 1, 2018

During the years 1999-2007 a total number of 6m options have been allotted to the personnel and the Management Board. In 2008, the Company granted a total of 2,650,000 options to Management of TIE, who have invested in the Company.

Over the past financial years TIE has not declared or paid dividends to its shareholders.

Management intends to retain any future earnings for investment in the further development and expansion of the Company (including through acquisitions) and does not foresee that the Company will pay dividends in the foreseeable future.

The Ordinary Shares are fully entitled to the dividend, if any, for the financial year ending 30 September 2000 and subsequent financial years. Payment of dividends can be done either in cash or in stock. See Corporate Structure for certain relevant provisions of the Articles of Association on the Company in respect to dividends.

Dividends or similar income derived from shares qualified as such under the Dividend Tax Act 1965 (Wet op de Dividendbelasting 1965) distributed by the Company are in principal subject to taxation at a statutory rate of 25%, which should be withheld and remitted by the Company. Stock dividend paid out of the Company’s share premium reserve, recognized as such for Dutch tax purposes, is not subject to dividend tax.

The Company was incorporated on 14 August 1991 as a private company with limited liability ("besloten vennootschap met beperkte aansprakelijkheid") under the name EDI-TIE BV. The Company changed its name to TIE International BV on 6 August 1999 and then to TIE Holding BV as from 1 October 1999. The Articles of Association were amended on 18 February 2000 by a notarial deed, executed by (a substitute of) Mr T. Reijnen, civil law notary, practicing in Hoofddorp pursuant to a resolution of the General Meeting of Shareholders of the Company passed on 11 February 2000. The declaration of no-objection of the Ministry of Justice on the proposed amendments to the Articles of Association was issued on 14 February 2000 under number N.V.403.270. The aforementioned amendment of the Articles of Association included among other things the conversion of the private limited liability company into a public limited liability company ("naamloze vennootschap"), change of name to TIE Holding NV and the voluntary adoption of the rules for large companies ("vrijwillige toepassing structuurregeling").

The Articles of Association were last amended by resolution of the General Meeting of Shareholders on February 13, 2008. The declaration of no-objection of the Ministry of Justice on the proposed amendments to the Articles of Association was issued on March 6, 2008 under number B.V.403.270. The notarial deed was executed by the same Mr. T. Reijnen on March 27, 2008. The amendment of the Articles of Association relates to the voluntary adoption of the rules for large companies ("vrijwillige toepassing structuurregeling") as set forth in Sections 158-162 and 164 of Book 2 of the Dutch Civil Code.

TIE has its corporate seat in Hoofddorp, the Netherlands and its head office at Antareslaan 22-24, 2132 JE Hoofddorp, the Netherlands. TIE is registered under no. 34.07.23.05 with the Trade Register at the Chamber of Commerce of Amsterdam, The Netherlands.

The full text of the Articles of Association is available in the Dutch language at the Company’s head offices at the aforementioned address

According to article 3 of the Articles of Association currently in force, the Company’s authorized share capital amounts to EUR 20 million, divided into 100 million Ordinary Shares and 100 million cumulative Preference Shares, also each with a nominal value of EUR 0,10.

Ordinary Shares are in bearer or registered form. Preference Shares are only in registered form. There are no Preference Shares outstanding.