TK Development A/S (a Danish public limited company, CVR no. 24256782) Offering of 14,021,905 new shares with a nominal value of DKK 15 each at a price of DKK 15 per share with preemptive rights to Existing Shareholders of TK Development A/S at the ratio of 1:2. This prospectus (the “Prospectus”) has been prepared in connection with a capital increase comprising an offering (the “Offering”) of 14,021,905 new shares (the “New Shares”), each with a nominal value of DKK 15, in TK Development A/S (the “Company” and together with its directly and indirectly owned subsidiaries, associates and other investments, “TK Development” or the “Group”) with preemptive rights to the Company’s Existing Shareholders (as defined below) at the ratio of 1:2. Prior to the Offering, the registered share capital of the Company amounts to a nominal value of DKK 560,876,200 divided into 28,043,810 shares, each with a nominal value of DKK 20 (the “Existing Shares” and together with the New Shares, the “Shares”). At the Company’s extraordinary general meeting held on 1 July 2010, it was resolved, subject to completion of the Offering, to reduce the Company’s share capital by a nominal amount of DKK 140,219,050 by reducing the denomination of the Shares from DKK 20 nominal value to DKK 15 nominal value (the “Capital Reduction”). The Capital Reduction will take place concurrently with the registration of the capital increase related to the Offering with the Danish Commerce and Companies Agency. On completion of the Capital Reduction and prior to the capital increase related to the Offering, the nominal value of the Company’s share capital will amount to DKK 420,657,150 divided into 28,043,810 Shares, each with a nominal value of DKK 15. At the extraordinary general meeting, it was further resolved, subject to final completion and registration of the Capital Reduction, to increase the Company’s share capital by a nominal amount of DKK 210,328,575 by cash payment with preemptive rights to the Company’s Existing Shareholders at a price of DKK 15 per New Share, each with a nominal value of DKK 15 (the “Sub- scription Price”). Upon completion of the Offering, the Company’s share capital will amount to DKK 630,985,725, divided into 42,065,715 Shares, each with a nominal value of DKK 15. Each holder of shares in the Company who is registered with VP Securities A/S (“VP Securities”) on 11 August 2010 at 12.30 p.m. CET (the “Allocation Time”) as a shareholder of the Company (“Existing Shareholders”) will be allocated one (1) preemptive right (“Preemptive Right”) for each Existing Share held. For every two (2) Preemptive Rights held, the holder is entit- led to subscribe for one (1) New Share at a price of DKK 15 per New Share (the “Subscription Price”). The trading period for the Preemptive Rights commences on 9 August 2010 at 9.00 a.m. CET and closes on 20 August 2010 at 5.00 p.m. CET. The subscription period for the New Shares (the “Subscription Period”) commences on 12 August 2010 and closes on 25 August 2010 at 5.00 p.m. CET. Any Preemptive Rights that are not exercised during the Subscription Period will lapse with no value, and the holder of such Preemptive Rights will not be entitled to compensation. Once a holder of Preemptive Rights has exercised such rights and subscribed for New Shares, such subscription cannot be withdrawn or modified by the holder. The Preemptive Rights have been approved for admission to trading and official listing on NASDAQ OMX Copen- hagen A/S (“NASDAQ OMX”). The New Shares to be issued by the Company on exercise of the Preemptive Rights will be registered under the temporary ISIN code DK0060238277. The New Shares will not be traded and officially listed on NASDAQ OMX under the temporary ISIN code. Upon expiry of the Subscription Period, the New Shares will be registered with the Danish Commerce and Companies Agency and admitted to trading and official listing under the ISIN code of the Existing Shares, DK0010258995, which is expected to take place on 31 August 2010. The New Shares have been approved for admission to trading and official listing on NASDAQ OMX, subject only to registration with the Danish Commerce and Companies Agency. The Company’s Existing Shares are listed on NASDAQ OMX under ISIN code DK0010258995. A group of Existing Shareholders (together the “Shareholder Group”) has made advance commitments to the Company, subject to the satisfaction of certain conditions, to exercise Preemptive Rights allocated on the basis of the respective Existing Shares held by each of them to subscribe for a total of 3,870,676 New Shares corresponding to total gross proceeds of DKK 58.1 million. Furthermore, a number of investors (together the “Group of Underwriters”) have made an underwriting commitment to the Company, subject to the satisfaction of certain conditions, to subscribe, in proportion to their underwriting commitments, for up to 10,152,884 New Shares at the Subscription Price which have not been subscribed for by the Company’s Existing Sha- reholders pursuant to Preemptive Rights allocated or by investors pursuant to Preemptive Rights acquired on expiry of the Subscription Period, corresponding to total gross proceeds of DKK 152.3 million. The Shareholder Group and the Group of Underwriters have thus made total advance and underwriting commitments to subscribe for a total of 14,023,560 New Shares cor- responding to more than the total number of shares in the Offering. The Company will pay an underwriting commission to the Shareholder Group and the Group of Underwriters totalling 1.5% of the total amount comprised by advance and underwriting commitments. For a detailed description of the Shareholder Group and the Group of Underwriters, see “Part II - The Of- fering - Terms and Conditions of the Offering - Advance and underwriting commitments”. Investors should be aware that an investment in the Preemptive Rights and the New Shares involves a high degree of risk. See “Risk factors” for a description of factors that should be conside- red before investing in the Preemptive Rights and the New Shares. The Preemptive Rights and the New Shares will be delivered in book-entry form through allocation to accounts with VP Securities. The New Shares have been accepted for settlement through Euroclear Bank S.A./N.V. as operator of the Euroclear System (“Euroclear”) and Clearstream Banking S.A. (“Clearstream”). In connection with the Offering, the Lead Manager may, from commencement of the Offering and until 30 days after the first day of listing of the New Shares, effect transactions that stabi- lise or maintain the market price of the Preemptive Rights (stabilising measures relating to the Preemptive Rights will only take place during the trading period for Preemptive Rights), the New Shares and the Existing Shares at levels above those that might otherwise prevail. The Lead Manager is not obliged to take any stabilising measures. Such stabilising measures, if commenced, may be discontinued at any time. The Offering consists of a public offering in Denmark and private placements in certain other jurisdictions. This Prospectus may not be distributed or otherwise made available, the New Shares may not be offered or sold, directly or indirectly, and the Preemptive Rights may not be exercised or otherwise offered or sold, directly or indirectly, in the United States, Canada, Australia or Japan, unless such distribution, offer, sale or exercise is permitted under applicable laws in the relevant jurisdiction, and the Company and the Lead Manager must receive satisfactory documentation to that effect. This Prospectus may not be distributed or otherwise made available, the New Shares may not be offered or sold, directly or indirectly, and the Preemptive Rights may not be exercised or otherwise offered or sold, directly or indirectly, in any jurisdiction outside Denmark, unless such distribution, offer, sale or exercise is permitted under applicable laws in the relevant jurisdiction, and the Company and the Lead Manager may request satisfactory documentation to that effect. Due to such restrictions under applicable laws, the Company expects that some or all investors residing in the United States, Canada, Australia, Japan and other jurisdictions outside Denmark may not be able to obtain a copy of the Prospectus and may not be able to exercise the Preemptive Rights or subscribe for the New Shares. The Company makes no offer or solicitation to any person under any circumstances that may be unlawful. The Preemptive Rights and the New Shares have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of such regulatory authorities passed upon or endorsed the merits of the Offering or the accuracy or adequacy of this Pro- spectus. Any representation to the contrary is a criminal offence in the United States. The Preemptive Rights and the New Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state secu- rities laws in the United States. Any transfer of Preemptive Rights and any offer and sale of the New Shares are not permitted except by offer and sale in accordance with Regulation S of the U.S. Securities Act (“Regulation S”). Lead Manager The date of this Prospectus is 5 August 2010 (the “Prospectus Date”). This page is intentionally left blank 2 | TK DEVELOPMENT A/S | DESCRIPTION OF TK DEVELOPMENT GENERAL INFORMatION Important information relating to the Prospectus Agency has taken place, will be published as a supplement to This Prospectus has been prepared in compliance with Danish the Prospectus pursuant to applicable laws and regulations in legislation and regulations, including Consolidated Act no.