annual general meeting0a6f8c40-3ad9-4949...the annual general meeting of arcadis n.v. will be held...

ANNUAL GENERAL MEETING

7 MAy 2013

Imagine the result

Jaarlijkse Algemene Vergadering van Aandeelhouders

Toelichting op de agenda

The Annual General Meeting of ARCADIS N.V.

will be held on Tuesday 7 May 2013 at 2pm CET

at the Gustav Mahlerlaan 10 in Amsterdam, the Netherlands, at the offices of ABN AMRO

Cover image: Gardens by the Bay, a Langdon & Seah project (Photo courtesy of Gardens by the Bay Andy Kwek)

3Annual General Meeting of ARCADIS N.V.

Agenda

1. Opening and Notificationsa. Openingb. Notifications

2. Report by the Supervisory Board on the financial year 2012 (for discussion)

3. Report by the Executive Board on the financial year 2012(for discussion)

4. 2012 Financial Statements and dividend

a. Adoption of the 2012 Financial Statements (for resolution)

b. Dividend over financial year 2012 (for resolution)

5. Discharge

a. Discharge of the members of the Executive Board (for resolution)

b. Discharge of Mr. H.L.J. Noy – period through 16 May 2012 (for resolution)

c. Discharge of the members of the Supervisory Board (for resolution)

6. Appointment of auditor to audit the 2013 Financial Statements (for resolution)

7. Composition of the Executive Boarda. Announcement regarding Mr. S.B. Blake stepping

down as member of the Executive Board (for information)

b. Appointment of Mr. Z.A. Smith (for resolution)

8. Composition of the Supervisory Board

a. Appointment of Mr. N.W. Hoek (for resolution)b. Re-appointment of Ms. R. Markland (for resolution)c. Re-appointment of Mr. A.R. Perez (for resolution)

d. Re-appointment of Mr. G.R. Nethercutt (for resolution)e. Announcement of vacancies arising after the next

Annual General Meeting (for information)

9. Delegation of authority to grant or issue (rights to acquire) shares in ARCADIS N.V.a. Designation of the Executive Board as the body

authorized to grant or issue (rights to acquire) ordinary shares and/or cumulative financing preference shares in ARCADIS N.V. (for resolution)

b. Designation of the Executive Board as the body authorized to issue ordinary shares in ARCADIS N.V. as dividend (for resolution)

c. Designation of the Executive Board as the body authorized to grant or issue (rights to acquire) cumulative preference shares in ARCADIS N.V. (for resolution)

d. Designation of the Executive Board as the body authorized to limit or exclude pre-emptive rights (for resolution)

10. Authorization to repurchase ARCADIS N.V. shares (for resolution)

11. Any other business

12. Closing Amsterdam, 26 March 2013

Executive Board ARCADIS N.V.Gustav Mahlerplein 97-1031082 MS Amsterdam The Netherlands

Agenda


Notes to the agenda

Explanatory notes to the agendaof the Annual General Meeting of ARCAdIs N.V. to be held on Tuesday 7 May 2013Agenda item 2: Report by the Supervisory Board on the financial year 2012The Supervisory Board reports on its activities during the financial year 2012.

Agenda item 3: Report by the Executive Board on the financial year 2012The Executive Board reports on its activities during the financial year 2012.

Agenda item 4.a: Adoption of the 2012 Financial Statements (for resolution)Pursuant to section 2:101.3 of the Dutch Civil Code, the Financial Statements are adopted by the General Meeting. It is proposed to adopt the 2012 Financial Statements.

Agenda item 4.b: Dividend over financial year 2012 (for resolution)It is proposed that for 2012 a dividend of €0,52 per ordinary share be distributed to the holders of ordinary shares in ARCADIS N.V. in the form of cash, or in ARCADIS N.V. shares, at the option of the shareholder.

In total, this distribution represents 35% of the net income from operations. This dividend distribution is in accordance with the applicable provisions of the Articles of Association and the dividend policy dealt with and explained as a separate agenda item at the Annual General Meeting in May 2005. The remaining portion of the profit will be added to the reserves. The ordinary shares will be listed ex-dividend effective 9 May 2013.

The election period in which shareholders can instruct their bank or broker to opt for a dividend in cash or a dividend in shares is from 14 May 2013 through 28 May 2013 3pm (CET). If no choice is made, the dividend will be paid in cash. Cash distribution is subject to 15% dividend withholding tax.

The number of ordinary shares to which the dividend distribution entitles the holder of shares that chooses a dividend in shares (“exchange ratio”) will be such that the dividend in shares is (virtually) the same as the dividend in cash. The exchange ratio will be based on the volume weighted average price of shares ARCADIS N.V. traded on Euronext Amsterdam

(“Euronext”) from 22 May through 28 May 2013. The exchange ratio will be published on 28 May 2013 after close of trading. The dividend will be paid (and the shares will be provided) as of 31 May 2013. In relation to the dividend sections 5:3.2.d and 5:4.e of the Act on Financial Supervision (Wet op het financieel toezicht) will be applied.

Agenda item 5.a: Discharge of the members of the Executive Board (for resolution)It is proposed that the members of the Executive Board are discharged from liability for their management of the Company and its activities during the financial year 2012, insofar as evidenced by publicly available information and without prejudice to the provisions of section 2:138 of the Dutch Civil Code.

Agenda item 5.b: Discharge of Mr. H.L.J. Noy- period through 16 May 2012 (for resolution)It is proposed that Mr. H.L.J. Noy is discharged from liability for his management of the Company and its activities during the financial year 2012 during the period from 1 January 2012 through 16 May 2012, insofar as evidenced by publicly available information and without prejudice to the provisions of section 2:138 of the Dutch Civil Code.

Agenda item 5.c: Discharge of the members of the Supervisory Board (for resolution)It is proposed that the members of the Supervisory Board are discharged from liability for their supervision during the financial year 2012, insofar as evidenced by publicly available information and without prejudice to the provisions of sections 2:138 and 2:149 of the Dutch Civil Code.

Agenda item 6: Appointment of auditor to audit the 2013 Financial Statements (for resolution)The General Meeting is the corporate body authorized to appoint the auditor that will audit the financial statements of the Company. Further to the advice given by the ARCADIS Audit Committee, the Supervisory Board recommends that the assignment to audit the 2013 Financial Statements of the Company be awarded to KPMG Accountants N.V. in Amstelveen, the Netherlands.


Notes to the agenda

Lees verder op volgende pagina

Agenda item 7.a: Announcement regarding Mr. S.B. Blake stepping down as member of the Executive Board (for information)On 1 March 2013, it was announced that Mr. S.B. Blake will retire from the Executive Board after the Annual General Meeting on 7 May 2013. Mr. S.B. Blake has served as CEO of ARCADIS U.S. Inc. for 16 years, was a member of the ARCADIS Executive Board for 8 years, and has been part of ARCADIS for 26 years.

Agenda item 7.b: Appointment of Mr. Z.A. Smith (for resolution)As a result of Mr. S.B. Blake stepping down, a vacancy will arise in the Executive Board. The Supervisory Board is submitting a nomination for the appointment of Mr. Z.A. (Zack) Smith as a member of the Executive Board. The appointment will be for a period of four years and will continue through the end of the Annual General Meeting in 2017, and any adjournment thereof. In line with the existing policy for the nomination of candidates for the Executive Board, the nomination of Mr. Z.A. Smith is binding. A binding nomination may only be defeated by a resolution passed by at least a two-thirds of the majority of votes, representing more than one-half of the outstanding capital.

Mr. Z.A. Smith (1956) is a citizen of the United States. His last functions have been Chief Strategy and Sales Officer for ARCADIS U.S. Inc. and member of the board of ARCADIS Logos S.A. in Brazil. Mr. Smith holds a BSc and MSc in environmental engineering and has worked for ARCADIS since 2002. He has held various management positions in Operations, Client Development and Executive Management. Overall he has more than 29 years of experience managing and directing management teams to successfully provide a wide range of environmental services for large facilities throughout the United States and he was President of the Environment Division of ARCADIS U.S. Inc. during 2011, where he participated on international committees (Strategic Planning and Environmental Business Line) and gained extensive experience in Latin America and Europe. Mr. Smith furthermore has broad knowledge of the United States and South American markets, which makes him a highly qualified candidate for membership of the ARCADIS N.V. Executive Board.

The terms and conditions of employment of Mr. Smith are in accordance with the remuneration policy as approved by the

Annual General Meeting on 18 May 2011. The fixed part of his annual salary amounts to USD 640,000. The other terms of employment are in line with the remuneration policy of the members of the Executive Board. As part of his terms and conditions of employment, Mr. Smith is entitled to a long-term variable remuneration in the form of shares and options, as applicable to each member of the Executive Board. This year, and the same for the other members of the Executive Board, Mr. Smith will receive 10,000 conditional share units and 20,000 conditional options. All such shares and options will have as grant date the second trading day after this Annual General Meeting, the day on which the shares are quoted ex-dividend, and an exercise price for the options equal to the closing price of the ARCADIS N.V. shares on the grant date. All shares and options vest after three years, whereby the vesting of conditional shares and options is dependent on the performance criteria established in advance, in accordance with the remuneration policy for the members of the Executive Board.

In the event of a dismissal other than in case of gross negligence, or non-renewal of the appointment after the four year term(s), the severance payment of Mr. Smith amounts to one time his fixed annual salary.

As per the end of February 2013, Mr. Smith held 9,794 ordinary shares, 9,000 conditional share units and 92,598 stock options.

The process for finding the best candidate for the Executive Board involved evaluation of such aspects such as age, gender, expertise, social background and nationality. The first priorities when considering candidates to fill vacancies in the Executive Board remain quality, expertise and experience.

Agenda item 8.a: Appointment of Mr. N.W. Hoek (for resolution)In order to fill the existing vacancy within the Supervisory Board, the Supervisory Board is submitting a non-binding nomination for the appointment of Mr. N.W. (Niek) Hoek as a member of the Supervisory Board immediately after this Annual General Meeting. The appointment will be for a period of four years and will continue through the end of the Annual General Meeting in 2017, and any adjournment thereof. Mr. Hoek complies with the statutory regime limiting the number of supervisory positions that may be held by supervisory directors under the recently adopted Act on Management and Supervision of Management (Wet Bestuur en


Notes to the agenda

Toezicht) as well as the the profile drawn up by the Supervisory Board. Mr. Hoek does not meet independence criterium f of best practice provision III.2.2 of the Dutch Corporate Governance Code. After any of the (re-)appointments proposed under agenda items 8.a, b, c and d, the Supervisory Board continues to meet the independence criterium (f) of best practice provision III.2.1 of the Dutch Corporate Governance Code. An important objective with respect to diversity of the Supervisory Board is to have a variation of age, gender, expertise, social background and nationality. These aspects were taken into consideration in the search for a new Supervisory Board Member. At the same time, the first priorities when considering candidates to fill vacancies in the Supervisory Board remain quality, expertise and experience.

Mr. Hoek (1956) obtained a Masters degree in Business Economics at the Free University of Amsterdam in 1981, majoring in Marketing and Finance. After finishing his studies he joined the economic department of Shell’s Chemical business in Pernis (the Netherlands) fulfilling several financial management positions before leaving for Malaysia (1990-1992) as expansion commercial manager and Uruguay (1992-1995) as Shell’s local CEO. Back in the Netherlands in 1995, he became the investment director for Shell’s pension fund, before joining Delta Lloyd’s executive board as the CFO in 1997.

Mr. Hoek became CEO of Delta Lloyd in 2001. During his period at Delta Lloyd he transformed the insurer from a mid-sized Dutch single distribution company to one of the Netherlands leading multi channel distribution insurers. He did so by acquiring direct writer OHRA in 1999 and setting up strategic joint ventures such as ABN AMRO Insurances (2003) and PPI BeFrank (2011). In recent years he gradually strengthened Delta Lloyd’s independent position as a financial service provider by floating Delta Lloyd on the Amsterdam stock market in November 2009. After five years the stake of Delta Lloyd’s major British shareholder Aviva plc was reduced from 100% of ordinary shares (2008) to zero by early 2013.

Mr. Hoek complies with the profile drawn up by the Supervisory Board. He has a financial background, has global business experience, and relevant experience in the financial and investment world. The Supervisory Board therefore proposes that Mr. N.W. Hoek be appointed as a member of the Supervisory Board immediately after this Annual General Meeting.

Candidate details for the proposed re-appointment in accordance with section 2:142.3 of the Dutch Civil Code:

Name: drs. Nicolaas Willem Hoek (15 september 1956)

Current position: CEO delta Lloyd N.V.

Previous positions: Member of the supervisory Board of Euronext N.V. (resigned 28 February 2013). several functions within delta Lloyd and shell

Nationality: dutch

supervisory/non-executive directorships:

Member of the Board of the dutch Association of Insurers, Chairman of the supervisory Board of stadsherstel Amsterdam N.V., Chairman of the supervisory Board of stichting Zuiderzeemuseum, Member of the supervisory Board of NIBC Bank N.V.

ARCAdIs N.V. shares and/or options: None

Agenda item 8.b: Re-appointment of Ms. R. Markland (for resolution)In accordance with the rotation schedule drawn up by the Supervisory Board, Ms. Markland will step down after the Annual General Meeting on 7 May 2013. Ms. Markland is eligible and available for re-appointment.

Ms. Markland has been a member of the Supervisory Board since 2009. She complies with the statutory regime limiting the number of supervisory positions that may be held by supervisory directors as well as the independence criteria of the Dutch Corporate Governance Code and the profile drawn up by the Supervisory Board.


Name: Ruth Markland (7 February 1953)

Previous positions: Lawyer, Nabarro Nathanson (1975-1977); Lawyer/Partner, Freshfields (1977-2003) in their offices in London, singapore and Hong Kong.

Nationality: British


Non-executive director The sage Group PLC, Non-executive director standard Chartered PLC


The Supervisory Board is submitting a non-binding nomination for the re-appointment of Ms. Markland as a member of the Supervisory Board immediately after the end of this Annual General Meeting. The nomination for the re-appointment of Ms. Markland is amongst other things based on her knowledge of Asia, an important market for ARCADIS, her experience with the professional services sector and her experience in the


Notes to the agenda


supervision of management of multinational companies, as well as her valuable input in the Supervisory Board and the ARCADIS Audit Committee. The appointment will be for a period of four years and will continue through the end of the Annual General Meeting in 2017, and any adjournment thereof.

Agenda item 8.c: Re-appointment of Mr. A.R. Perez (for resolution)In accordance with the rotation schedule drawn up by the Supervisory Board, Mr. Perez will step down after the Annual General Meeting on 7 May 2013. Mr. Perez is eligible and available for re-appointment.

Mr. Perez has been a member of the Supervisory Board since 2009. He complies with the statutory regime limiting the number of supervisory positions that may be held by supervisory directors as well as the independence criteria of the Dutch Corporate Governance Code and with the profile drawn up by the Supervisory Board.


Name: Armando R. Perez (6 November 1951)Previous positions: Member of the Board of directors of Malcolm Pirnie Inc.

(2007-July 2009), Management Consultant with several companies (1976-1980), Managed the Chemical, Industrial/ Wholesale and Retail Businesses for EssO Puerto Rico and the Central Caribbean (1980-1986), President and General Manager for EssO dominican Republic (1986-1989) and deputy Retail manager for EssO Benelux in The Netherlands (1990-1991), Managed the Lubricants and Retail Businesses for Exxon in the Caribbean and south America (1991-1996) and became President and General Manager of EssO Chile (1996-1998), served as Latin America Retail Executive for EXXON Company International (1998-2000), Vice-President of Retail services for EXXONMOBIL Inter-America and member of transition teams at the time of the merger between EXXON & MOBIL (2000-2004)and as Global Market Planning Manager for EXXONMOBIL Fuels marketing (2004-2008).

Nationality: American


None

shares/options in the Company: None

The Supervisory Board is submitting a non-binding nomination for the re-appointment of Mr. Perez as a member of the Supervisory Board immediately after the end of this Annual General Meeting. The nomination for the re-appointment of Mr. Perez is based in particular on his U.S. based industrial background, his extensive international experience and his management experience with a major multinational company

(EXXON and EXXONMOBIL), as well as his valuable input in the Supervisory Board and the ARCADIS Selection and Remuneration Committee. The appointment will be for a period of four years and will continue through the end of the Annual General Meeting in 2017, and any adjournment thereof.

Agenda item 8.d: Re-appointment of Mr. G.R. Nethercutt (for resolution)In accordance with the rotation schedule drawn up by the Supervisory Board, Mr. Nethercutt will step down after the Annual General Meeting on 7 May 2013. Mr. Nethercutt is eligible and available for re-appointment.

Mr. Nethercutt has been a member of the Supervisory Board since 2005. He complies with the statutory regime limiting the number of supervisory positions that may be held by supervisory directors as well as the independence criteria of the Dutch Corporate Governance Code and with the profile drawn up by the Supervisory Board.


Name: George R. Nethercutt Jr. (7 October 1944)

Current positions: Member of the Board of directors of The Washington Policy Center, Member of the Board of Chancellors of Juvenile diabetes Research Foundation International, Member of the Board of directors of Juvenile diabetes Research Foundation The Netherlands, Chairman of the Board of directors of The George Nethercutt Foundation, of Counsel Lee & Hayes LLP international law firm.

Previous positions: Member of Board of directors of Juvenile diabetes Research Foundation International (2005-2011). Chairman Permanent Joint Board on defense, Us/Canada. Member, defense Advisory Board on Incident Prepared-ness (2009-2010). Member of the United states House of Representatives (1995-2005). during that time, he served on the Appropriations Committee and the defense, Interior and Agriculture subcommittees, as well as on the science Committee and the Energy and space subcommittees. Practiced law in the private sector, focusing on corporate, estate and probate and adoption law (1977-1994). Worked in the Us senate in Washington, d.C., concentrating on oil and gas, natural resources, mining and trading affairs (1972-1977).

Nationality: American


Member of the Board of directors of Hecla Mining Company and Member of the Board of IP street Corporation.



Notes to the agenda

The Supervisory Board is submitting a non-binding nomination for the re-appointment of Mr. Nethercutt as a member of the Supervisory Board immediately after the end of the Annual General Meeting 2013. The nomination for the re-appointment of Mr. Nethercutt is based on his extensive expertise and experience within the American government and the markets in which ARCADIS operates in the United States, as well as his valuable input in the Supervisory Board and the ARCADIS Selection and Remuneration Committee. The appointment will be for a period of four years and will continue through the end of the Annual General Meeting in 2017, and any adjournment thereof.

Agenda item 8.e: Vacancies arising after the next Annual General Meeting (for information)In accordance with the schedule of rotation drawn up by the Supervisory Board, the third and last term of Mr. R.W.F. van Tets, as well as the first term of Mr. I.M. Grice, will expire after the Annual General Meeting in May 2014. Mr. R.W.F. van Tets is not eligible for re-appointment. Mr. I.M. Grice is eligible for re-appointment in accordance with the Articles of Association.

Agenda item 9.a: Designation of the Executive Board as the body authorized to grant or issue (rights to acquire) ordinary and/or cumulative financing preference shares in ARCADIS N.V. (for resolution)It is proposed to designate the Executive Board as the body authorized to issue ordinary shares and/or cumulative financing preference shares in the share capital of ARCADIS N.V., subject to the prior approval of the Supervisory Board and of the ARCADIS N.V. Priority Foundation (the holder of the priority shares of ARCADIS N.V.). This includes the authority to grant rights to acquire ordinary shares and/or cumulative financing preference shares.

This designation will be valid for a period of eighteen months as from 1 July 2013. If the resolution is adopted, the designation of the Executive Board as granted in the Annual General Meeting of 16 May 2012 shall lapse on 1 July 2013. The designation shall apply up to a maximum of 10% of the total number of ordinary and cumulative financing preference shares issued at the time of the decision to issue ordinary and/or cumulative financing preference shares, increased by 10% to a total of 20% if the issue takes place in connection with a merger or takeover.

The purpose of this proposal is to be able to decisively anticipate opportunities to expand ARCADIS by means of acquisitions. It may be desirable to issue shares to finance (part of) such acquisitions. The impact on the expected profit per share constitutes an important aspect of the decision making. Furthermore, it may be necessary to issue shares in the context of commitments made in relation to option schemes. In view of the Company’s financing structure, the scope of the authority to issue shares is set at no more than 10% of the issued share capital, with the understanding that such authority will expand to 20% in case of a share issue in support of a merger or takeover.

Agenda item 9.b: Designation of the Executive Board as the body authorized to issue ordinary shares in ARCADIS N.V. as dividend (for resolution)With regard to the payment of dividend in the form of ordinary shares ARCADIS N.V. (see agenda item 4.b), and in addition to any authorities delegated under agenda item 9.a, it is proposed to designate the Executive Board as the body authorized to issue ordinary shares in ARCADIS N.V., up to the number of shares to which shareholders are entitled if they choose to receive the dividend over financial year 2012 referred to under agenda item 4.b in ordinary shares ARCADIS N.V.

Agenda item 9.c: Designation of the Executive Board as the body authorized to grant or issue cumulative preference shares in ARCADIS N.V. (for resolution) It is proposed to appoint the Executive Board as the authorized body to issue cumulative preference shares in the share capital of ARCADIS N.V., subject to the prior approval of the Supervisory Board and the ARCADIS N.V. Priority Foundation. This includes the authority to grant rights to acquire cumulative preference shares.

The designation will be valid for a period of eighteen months as from 1 July 2013. If the resolution is adopted, the designation of the Executive Board as granted in the Annual General Meeting of 16 May 2012 shall lapse on 1 July 2013. The designation shall apply up to a maximum of 100% of the total number of shares of any other class as provided for in the authorized share capital issued at the time of the decision to issue cumulative preference shares or grant rights to acquire such shares. The purpose of the issue authority is to facilitate that the Executive Board and Supervisory Board have sufficient


Notes to the agenda


time to prevent the company’s control structure from being (drastically) changed without the interests of the enterprise and of all parties involved being duly considered. To maintain the effectiveness of the issue of cumulative preference shares as a protective instrument, the scope of the authority to issue these shares extends to a maximum number of shares that corresponds to the number of shares of other classes that may be issued at the time of the issue of cumulative preference shares. The basic assumption regarding cumulative preference shares is that these shares will not remain outstanding any longer than necessary, with a maximum of two years. If the motivation for having the cumulative preference shares outstanding no longer exists, a proposal will be submitted to the Annual General Meeting to cancel the preference shares.

Agenda item 9.d: Designation of the Executive Board as the body authorized to limit or exclude pre-emptive rights (for resolution) It is proposed to designate the Executive Board as the body authorized to limit or exclude pre-emptive rights in relation to any issue or grant of (rights to acquire) shares by the Executive Board under the authorities designated to the Executive Board. This designation will be valid for a period of eighteen months as from 1 July 2013. If the resolution is adopted, the designation of the Executive Board as granted in the Annual General Meeting of 16 May 2012 shall lapse on 1 July 2013.

No pre-emptive rights exist in respect of ordinary shares issued against a non-cash contribution. In the event of issue of new ordinary shares against payment in cash, holders of ordinary shares have pre-emptive rights to subscribe for these new shares during a period of at least fourteen days, as to be published in the Dutch State Gazette. The delegation requested under this agenda item will permit the Executive Board to exclude or limit pre-emptive rights in relation to stock option schemes. Furthermore, the pre-emptive rights can be limited or excluded - for up to 20% of the total issued share capital at the time of the decision to issue shares or grant rights to acquire shares - if it would be desirable to pay (part of) an acquisition in the form of ARCADIS ordinary shares.

The Executive Board will only exercise this authority taking into account the limitations identified in this explanatory note and exclusively for the objectives described in this explanatory note.

Agenda item 10: Authorization to repurchase ARCADIS N.V. shares (for resolution)It is proposed that in accordance with article 7.1 of the Articles of Association the Executive Board be authorized to acquire on behalf of the Company ordinary shares and/or cumulative financing preference shares in the share capital of the Company for financial consideration. The authorization will be valid for a period of eighteen months as from 1 July 2013. If the resolution is adopted, the authorization of the Executive Board as granted in the Annual General Meeting of 16 May 2012 shall lapse on 1 July 2013. The authorization shall apply up to a maximum of 10% of the issued share capital.

Ordinary shares may be acquired by purchasing them on the stock exchange, or otherwise, at a price that is equal to at least the nominal value of the ordinary shares and at most the listed share price plus 10%. For this purpose the listed share price is calculated as the average of the share closing price according to the Daily Official List of Euronext N.V., Amsterdam, on each of the five trading days preceding the date on which the shares are acquired.

The cumulative financing preference shares may be acquired at a price that is equal to at least the nominal value of the financing preference shares and at most the amount paid on those financial preference shares, including the nominal amount and the share premium, increased by the amount of the distribution that in accordance with article 8 of the Articles of Association should be paid if these shares were to be cancelled.


Shareholder Voting Instructions

An invitation to attend the Annual General Meeting (the “Meeting”) and an annual report including the 2012 financial statements will be sent to all holders of registered shares. Starting 10 April 2013, holders of bearer shares wishing to attend the Meeting can apply to the intermediary that administers their shares or via www.abnamro.com/evoting for a registration certificate that serves as proof of entitlement for admission to the Meeting. Shareholder requests must be received no later than 1 May 2013. Shareholders are entitled to be represented at the Meeting by an independent third party. Holders of bearer shares can, following registration with the intermediary, submit a proxy with voting instructions to ATC Management B.V. in Amsterdam. The proxy is made available on the company website and must be received by ATC Management B.V. for the attention of Mr. R. Roseboom, Fred. Roeskestraat 123, 1076 EE in Amsterdam, the Netherlands, no later than 1 May 2013 at 5pm CET. A proxy with voting instructions will also be sent to the holders of registered shares. Here too, ATC Management B.V. must receive the proxy no later than 1 May 2013 at 5pm CET at the above address. Should shareholders wish to designate a party other than ATC Management B.V. as their proxy, then they can also use the proxy that the Company has made available on its website. To gain access to the Meeting the third party granted the proxy must take such proxy and, if applicable, the registration certificate, to the Meeting.

Shareholders who do not wish to attend the Meeting in person or by proxy, can cast their vote prior to the Meeting via the ABN AMRO website designated for this purpose. They can request that ATC Management B.V. as an independent third party shall communicate such votes to the Company in the

Meeting. The shareholder can cast his votes via the website, at www.abnamro.com/evoting through 1 May 2013. Intermediaries must submit a statement to ABN AMRO on 2 May 2013 at the latest that identifies the number of shares reported to the Meeting for the relevant shareholder. Shareholders and proxy holders may be asked to identify themselves at the registration desk prior to the commencement of the Meeting. We therefore ask that all those entitled to attend the Meeting carry a valid proof of identity (passport or driving license).

Holders of New york shares Similar to previous years, holders of New York shares will be able to cast their votes through the Bank of New York Mellon. Shareholders will be provided with a proxy card and the Agenda for the meeting, including the explanatory notes thereto. The Bank of New York Mellon should be provided with the executed proxy card prior to 5pm New York Time on 29 April 2013. In accordance with Dutch Law and the Articles of Association of the Company holders of shares must hold their shares on 9 April 2013 (the Dutch record date) in order for their votes to be accepted at the Meeting. By signing and returning the proxy card the shareholder agrees and attests that he will not sell or transfer his shares prior to the close of business on 9 April 2013. If the shareholder sells or transfers his shares on or before the close of business on 9 April 2013, his or her votes will not be counted.

The holders of ordinary shares entitled to attend and/or vote at this meeting are those persons who, on 9 April 2013 (the ”Record date”), have those rights and are registered as such in the registers designated for that purpose by the Executive Board.

shareholder Voting Instructions


Public Transport The ABN AMRO offices can easily be reached by public transport.

The office is at a two minute walk from Amsterdam Zuid station,

where trains, trams, metro, and buses stop.

Metro and tram• From Amsterdam Sloterdijk station take metro 50, direction

Gein. From Duivendrecht station or Bijlmer ArenA station

take metro 50, direction Isolatorweg.

• From Amsterdam Central station or Amstel station take

metro 51, direction Westwijk.

• From Amsterdam Central station take tram 5, direction

Amstelveen Binnenhof

• For further instructions see below

Train• Take the train to Amsterdam Zuid station.

• Take exit Zuid, the station’s south exit. You’ll arrive at a square,

the Gustav Mahlerplein.

• The entrance to ABN AMRO is located at your left hand side.

Route Description

By Car From the A10 ring road south, take exit S109 Amsterdam RAI.

From Utrecht/AmersfoortAt the end of the exit turn left (follow the signs WTC).

Take the first right (at the traffic lights) onto De Boelelaan.

See further below.

From The Hague/HaarlemGo straight at the end of the exit (follow the signs WTC) and

take the first left (at the traffic lights) onto De Boelelaan.

• After approximately 700 meters turn right onto the

Van Leijenberghlaan.

• At the first traffic lights (ABN AMRO Building) turn left onto

the Gustav Mahlerlaan.

• At your left hand side you will find the access to Q-park,

where you can park your car.

• After parking your car please cross the road to the

ABN AMRO building.

RBS

www.arcadis.com

annual general meeting0a6f8c40-3ad9-4949...the annual general meeting of arcadis n.v. will be held...

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