Agenda. General Meeting of Aalberts Industries N.V. Scheduled for: Thursday 21 April 2011 Start 2.00 pm

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1 Agenda General Meeting of Aalberts Industries N.V. Scheduled for: Thursday 21 April 2011 Start 2.00 pm Hotel Okura Amsterdam Ferdinand Bolstraat LH Amsterdam

2 Agenda The annual report and financial statements 2010 and information on the persons nominated for (re)appointment as member of the Supervisory Board are available for examination at the company s offices and can be requested free of charge at the company ( info@aalberts.nl) or at The Royal Bank of Scotland N.V. ( RBS ), Gustav Mahlerlaan 10, 1082 PP AMSTERDAM, telephone number +31 (0) , corporate.actions@rbs.com. These documents are also available on the internet at Registration date Those registered on 24 March 2011 (the Registration date ) in one of the registers designated for this purpose by the Supervisory Board and Management Board, after all additions and deletions as of this date have been processed, as well as those who are registered in the manner described below, are entitled to vote and attend the meeting. Shareholders who plan to attend the meeting can as per 25 March 2011 request a receipt via the financial institution where their shares are on record until 17 April 2011, which receipt will serve as an attendance card for the meeting. The financial institution must provide RBS in Amsterdam by 18 April 2011 at the latest with a statement listing for each shareholder the number of shares that are reported for the meeting and held on the registration date. The financial institutions will then be requested to mention the complete address details of the relevant shareholders in order to be able to have an efficient control on the shareholding at the record date. 1. Opening 2. Discussion of the annual report for the 2010 financial year (discussion) 3. Adoption of the company and consolidated financial statements for the 2010 financial year (vote) 4. Discussion of reserve and dividend policy (discussion) 5. Adoption of the dividend for the 2010 financial year (vote) 6. Granting of discharge to the members of the Management Board for the policy pursued in the 2010 financial year (vote) 7. Granting of discharge to the members of the Supervisory Board for the supervision exercised on the policy pursued in the 2010 financial year (vote) 8. Composition of the Supervisory Board (vote) A. Reappointment of Mr. H. Scheffers B. Reappointment of Mr. W. van de Vijver C. Appointment of Mr. R.J.A. van der Bruggen 9. Remuneration of the Supervisory Board (vote) 10. Appointment Management Board to issue shares and to grant rights to purchase shares (vote) A. Relating to stock dividend B. Other 11. Appointment Management Board to limit and exclude pre-emptive rights (vote) 12. Authorisation for purchase of shares (vote) 13. Reappointment of the auditor (vote) 14. Announcements and questions before closing of the meeting 15. Closing Holders of ordinary shares may also grant proxy and issue their voting instruction online until 18 April 2011 via

3 Explanation Agenda item 4: Discussion reserve and dividend policy Aalberts Industries plans to continue its dividend policy for the 2010 financial year. This means that approximately 75% of the net profit before amortisation will be invested in further growth and strengthening of the company s financial position, while approximately 25% will be paid out to the shareholders in the form of an optional dividend. The dividend can, at the shareholder s discretion, be received entirely in cash or paid out in shares. Agenda item 5: Adoption of the dividend for the 2010 financial year At the end of 2010 the number of issued ordinary shares was million (ultimo 2009: million). This increase results from the issued stock dividend over It is proposed to set the dividend for 2010 at EUR 0.28 in cash per ordinary share with a nominal value of EUR 0.25 or, at the shareholder s discretion, paid out in ordinary shares. This payment in shares qualifies as the exception of Article 5:4 sub (e) to the prospectus obligation set out in Article 5:2 of the Act on Financial Supervision (Wet op het financieel toezicht, Wft). Aalberts Industries herewith continues its policy to pay approximately 25% of the realised net profit before amortisation as dividend. For 2010 this results in an increase of 115% compared to If the dividend proposal is accepted the stock dividend will be determined on 18 May 2011 after market closing on the basis of the volume weighted average price of all ordinary shares in Aalberts Industries N.V. traded on 12, 13, 16, 17 and 18 May 2011, in such way that the value of the dividend in ordinary shares is virtually equivalent to the value of the cash dividend. The dividend will be made payable as from 20 May Agenda item 8: Composition of the Supervisory Board A.Reappointment of Mr. H. Scheffers B. Reappointment of Mr. W. van de Vijver C.Appointment of Mr. R.J.A. van der Bruggen At the end of the General Meeting, both Mr. A.B. (Dries) van Luyk, Supervisory Board member since 1996, Mr. H. (Henk) Scheffers and Mr. W. (Walter) van der Vijver, both Supervisory Board member since 2007, shall retire by rotation. Mr. Van Luyk has exceeded the maximum years in office as laid down in the Corporate Governance Code as such was at the time desirable for reasons of continuity in the Supervisory Board. He will no longer be eligible for reappointment. Mr. Scheffers and Mr. Van de Vijver will however be eligible for reappointment. As Mr. Scheffers and Mr. Van de Vijver have fulfilled their duties as Supervisory Board member well, and it is desirable for reasons of continuity in the Supervisory Board, the Stichting Prioriteit Aalberts Industries N.V. (the Foundation ) has indicated to put up both gentlemen for reappointment for a period ending after the annual General Meeting in The Foundation also requests Mr. Scheffers to continue his role as chairman. Moreover, the Foundation has indicated to put up Mr. R.J.A. (René) Van der Bruggen for appointment for a period ending after the annual General Meeting in The knowledge and experience of Mr. Van der Bruggen are a welcome complement to the Supervisory Board. Reference is made to the last page of the explanation to this agenda for the personal details of the persons nominated for (re)appointment as Supervisory Board member. Agenda item 9: Remuneration of the Supervisory Board Adoption of the remuneration of the individual members of the Supervisory Board The Supervisory Board proposes that the remuneration remains the same, specifically the amount of EUR 40,000 for each member and EUR 50,000 for its chairman and requests the General Meeting to adopt the remuneration in accordance with article 10.1 of the Regulations of the Supervisory Board in line with this proposal. Agenda item 10: Appointment Management Board to issue shares and to grant rights to purchase shares A.Relating to stock dividend B. Other It is proposed that the Management Board be designated the body that, upon the approval of the Stichting Prioriteit Aalberts Industries N.V., is authorised to issue ordinary shares. The appointment is valid for the maximum number of ordinary shares to be issued as stock divided based on agenda point 5. In addition, it is proposed that the Management Board be designated the body that, upon the approval of the Stichting Prioriteit Aalberts Industries N.V., is authorised to issue ordinary shares, including the granting of rights to purchase ordinary shares. This appointment is valid for up to ten percent (10%) of the outstanding share capital at the moment of issue. The appointments are requested for a period of eighteen months, until 21 October In line with the customary practice for listed companies, the intention is to put the appointment for a period of eighteen months on the agenda each year.

4 Agenda item 11: Appointment Management Board to limit and exclude pre-emptive rights It is proposed that the Management Board be appointed the body that, upon the approval of the Stichting Prioriteit Aalberts Industries N.V., is authorised to exclude or limit the pre-emptive rights of shareholders in the event that ordinary shares are issued. The current appointment is in effect until 20 October The new appointment is requested for a period of eighteen months, until 21 October Agenda item 12: Authorisation for purchase of shares In accordance with the provisions of article 7.3 of the articles of association, it is requested that the Management Board be authorised for a period of eighteen months, until 21 October 2012, to purchase the company s own shares, for consideration, to a maximum of 10% of the outstanding share capital. Pursuant to the authorisation the company will be able to acquire ordinary shares via any agreement, including market and private transactions, for a price no higher than 110% of the price at which the shares are traded on the market during the five trading days prior to the day of purchase according to the Daily Official List (Officiële Prijscourant) of Euronext Amsterdam. QUESTIONS TO THE EXTERNAL AUDITOR During the General Meeting of 22 April 2004, the corporate governance structure for Aalberts Industries N.V. was approved. Article V.2.1. opened the possibility for shareholders to pose questions in writing prior to the General Meeting concerning the formal aspects of the auditor s statement. Aalberts Industries will put these questions to the external auditor for written answers. Neither the company nor any of its bodies bears any responsibility for the answering as such or the content of the answers and all liability in this matter is excluded. Any answers are exclusively for the account and responsibility of the external auditor. Shareholders can submit written questions to the company until 13 April Agenda item 13: Reappointment of the auditor It is proposed that accounting firm Pricewaterhouse - Coopers Accountants N.V. be reappointed for the year 2011.

5 Personal details Personal details of the persons nominated for (re)appointment as Supervisory Board member: Mr. H. (Henk) Scheffers (1948) n Supervisory Board member since 2007: chairman since Term in board ends in n Former position: member of the Management Board of SHV Holdings N.V. n Linked to the following companies as a Supervisory Board member: Flint Holding N.V. (vice chairman) Royal FrieslandCampina N.V. Royal BAM Group N.V. Wolters Kluwer N.V. Made in Scotland n Additional functions: Member Investment Committee of NPM Capital N.V. Member board of the Foundation Administration Office Shares KAS BANK. n Nationality: Dutch n Number of shares held by him in the capital of Aalberts Industries N.V.: 0 Mr. W. (Walter) van de Vijver (1955) n Supervisory Board member since Term in board ends in n Current position: CEO of Reliance Industries E&P International n Linked to the following companies as a Supervisory Board member: None n Additional functions: None n Nationality: Dutch n Number of shares held by him in the capital of Aalberts Industries N.V.: 0 Mr. R.J.A. (René) van der Bruggen (1947) n Function: Chairman of the Board of Directors Imtech N.V. n Affiliated with the following companies as Supervisory Board member: Gamma Holding N.V. Grontmij N.V. n Additional functions: Advisory Board Cisco Systems Member Board of Supervision Gelderse Vallei Ziekenhuis Member Board Deutsch-Niederländische Handelskammer Member Board of Trustees Construction Industry of TSM Business School Member Advisory Council Issuing Institutions NYSE Euronext n Nationality: Dutch n Number of shares held in the capital of Aalberts Industries N.V.: 0

6 Aalberts Industries N.V. Sandenburgerlaan CS Langbroek The Netherlands PO Box AA Doorn The Netherlands T +31(0) F +31(0) info@aalberts.nl