ANNUAL GENERAL MEETING OF SHAREHOLDERS

Transcription

1 ANNUAL GENERAL MEETING OF SHAREHOLDERS 12 May 2010

2 Jaarlijkse Algemene Vergadering van Aandeelhouders Toelichting op de agenda Annual General Meeting of Shareholders of ARCADIS N.V. will be held on Wednesday 12 May 2010 at 2.00 p.m. at the Papendal Hotel and Conference Centre in Arnhem, the Netherlands. Cover image: Shanghai Natural History Museum, Shanghai, China The architecture reflects the duality of the built and natural environments and celebrates the museum as a part of the natural order rather than a collection of natural artifacts.

3 Annual General Meeting of Shareholders Agenda 3 Agenda 1. Opening and Notifications a. Opening b. Notifications 2. Report by the Supervisory Board for the 2009 financial year (for discussion) 3. Report by the Executive Board for the 2009 financial year (for discussion) 4. Headlines of the Corporate Governance policy (for discussion, see Notes) Financial Statements and dividend a. Approval of the 2009 Financial Statements (for resolution) b. Payment of dividend (for resolution, see Notes) 6. Discharge (see Notes) a. Members of the Executive Board (for resolution) b. Members of the Supervisory Board (for resolution) 7. Appointment of auditor to audit the 2010 Financial Statements (for resolution, see Notes) 8. Membership of the Supervisory Board a. Reappointment of Mr. R.W.F. van Tets (for resolution, see Notes) b. Appointment of Mr. I.M. Grice (for resolution, see Notes) c. Announcement of vacancies arising at the next General Meeting of Shareholders (for information, see Notes) 9. Membership of the Executive Board a. Reappointment of Mr. F.M.T. Schneider (for resolution, see Notes) b. Appointment of Mr. R. Vree (for resolution, see Notes) 10. Appointment to issue (rights to) shares in ARCADIS N.V. a. Appointment of the Executive Board as the body authorized to issue (rights to) ordinary shares and/or cumulative financing preference shares in ARCADIS N.V. (for resolution, see Notes) b. Appointment of the Executive Board as the body authorized to issue cumulative preference shares in ARCADIS N.V. (for resolution, see Notes) c. Appointment of the Executive Board as the body authorized to limit or exclude the preferential subscription right vested in the shareholders (for resolution, see Notes) 11. Authorization to purchase ARCADIS N.V. company shares (for resolution, see Notes) 12. Approval of the ARCADIS N.V Employee Share Purchase Plan (for resolution, see Notes) 13. Approval of the ARCADIS N.V Long-Term Incentive Plan (for resolution, see Notes) 14. Any other business 15. Closing Arnhem, 10 April 2010 Executive Board ARCADIS N.V. P.O. Box LE Arnhem The Netherlands

4 4 Annual General Meeting of Shareholders Notes to the agenda

5 Annual General Meeting of Shareholders Notes to the agenda Notes to the agenda for the Annual General Meeting of Shareholders of ARCADIS N.V. to be held on Wednesday 12 May Agenda item 4: Headlines of the Corporate Governance policy Regarding the Headlines of the Corporate Governance policy of the company reference is made to the Corporate Governance chapter on pages of the Annual Report The policy of ARCADIS is in line with the principles and best practices of the Dutch Corporate Governance Code as amended by the Monitoring Committee Corporate Governance on December 10, 2008 ( the Code ). ARCADIS deviates from the Code in a small number of cases, which is motivated and explained. Agenda item 5.b: Payment of dividend It is proposed that for 2009 a dividend of 0.45 per ordinary share be paid to the holders of ordinary shares in ARCADIS N.V. This represents a disbursement of 40% of the net income from operations with 10% more shares outstanding. This dividend payment is in accordance with the applicable provisions of the Articles of Association and the dividend policy discussed and adopted by the May 2005 Annual General Meeting of Shareholders. The remaining portion of the profit will be added to the reserves. Payment of the dividend will be exclusively in cash. The ordinary shares will be listed ex-dividend effective 14 May The dividend will be paid effective 26 May Agenda item 6: Discharge of the members of the Executive Board and members of the Supervisory Board It is proposed that the members of the Executive Board will be discharged in respect of the policies pursued by them during the previous financial year and that the members of the Supervisory Board will be discharged in respect of the supervision exercised by them during the previous financial year, insofar as these policies and supervision are evident from the books and without prejudice to the provisions of Sections 2:138 and 2:149 of the Dutch Civil Code. The discharge of the members of the Executive Board and the members of the Supervisory Board will be voted on separately. Agenda item 7: Appointment of auditor to audit the 2010 Financial Statements The Annual General Meeting of Shareholders is empowered to award a contract to an auditor for the purpose of auditing the financial statements. Further to the advice given by the ARCADIS Audit Committee, the Supervisory Board recommends that the contract to audit the 2010 Financial Statements will be awarded to KPMG Accountants N.V. in Amstelveen, The Netherlands. Agenda item 8.a: Membership of the Supervisory Board: Reappointment of Mr. R.W.F. van Tets In accordance with the rotation schedule drawn up by the Supervisory Board, Mr. Van Tets and Mr. Espinosa de Los Monteros will step down on the adjournment of the General Meeting of Shareholders on 12 May Mr. Van Tets is eligible and available for reappointment. Mr. Van Tets has been a member of the Supervisory Board since 2002 and serves since 2004 as the Chairman. He complies with the profile 1 drawn up by the Supervisory Board and the independence criteria specified in the Dutch Corporate Governance Code. Candidate details for the proposed reappointment pursuant to Section 2:142(3) of the Dutch Civil Code: Name Rijnhard W.F. van Tets (7 April 1947) Nationality Dutch Current position Managing Partner of Laaken Asset Management Latest positions Member of the Executive Board ABN AMRO ( ) Advisor Executive Board ABN AMRO ( ) Non Executive Board functions Shares and/or options in the Company Euronext N.V. Equity Trust SARL Petrofac Plc. International Flavors & Fragrances I.F.F. (Nederland) Holding B.V. None The Supervisory Board is submitting a non-binding nomination for the reappointment of Mr. Van Tets as a member of the Supervisory Board on the adjournment of the Annual General Meeting of Shareholders. The nomination for the reappointment of Mr. Van Tets is based on his broad knowledge and experience with respect to financial and accounting aspects of international companies, as 1 ) See Continued on next page

6 6 Annual General Meeting of Shareholders Notes to the agenda well as his valuable contribution as Chairman of the Supervisory Board and his input in the Selection and Remuneration Committee. Mr. Espinosa de Los Monteros is not eligible for reappointment as he served three terms of four years. Furthermore, Mr. J. Peelen has indicated to step down as member of the Supervisory Board. He has been a member of the Supervisory Board since 2000 and after ten years he wishes to make way for new members. ARCADIS is Messrs. Espinosa de Los Monteros and Peelen very grateful for their valuable contribution to the work of the Supervisory Board and the Selection and Remuneration Committee. Agenda item 8.b: Membership of the Supervisory Board: Appointment of Mr. I.M. Grice Because of the departure of Mr. Espinosa de Los Monteros and Mr. Peelen, the Supervisory Board is submitting a non-binding nomination for the appointment of Mr. Ian M. Grice as a member of the Supervisory Board as of the closing of this meeting. After this appointment and the appointment of Mr. Pérez in November 2009, the Supervisory Board consists of seven Members. Mr. Grice is a civil engineer and through his career he was mainly active in the infrastructure and buildings section. From he worked at John Mowlem plc where he played an important role in establishing and developing of the management contracting business. In addition, he was responsible for creation of the continental European business and the leading of the acquisition of Property Services Agency from the UK government which formed the basis of the successful facilities management activities of Mowlem in the UK. From he was the Executive Board Director and from Chief Executive Officer of Alfred McAlpine plc, a UK based Support Services Group, with almost 9000 employees, providing services in the field of facility management, infrastructure and buildings, for commercial projects and schools and hospitals. He was also responsible for the international activities in Hong Kong, Malaysia, India and the Middle East. He changed the business model of Alfred McAlpine from an international building company, with primary interests in property and house building to a diversified successful support services business in the building environment with focus on the UK. Under his leadership the first PFI (Private Financed Initiatives) projects for roads and hospitals were gained. Alfred McAlpine, listed on the London Stock exchange, was acquired by Carillion plc in Mr. Grice complies with the profile 1 drawn up by the Supervisory Board and the independence criteria specified in the Dutch Corporate Governance Code. He has a technical background, is familiar with the markets in which ARCADIS operates and he has relevant experience in the work field of ARCADIS, including design/build and PFI projects. Moreover he has broad international experience. The Supervisory Board therefore proposes that Mr. I.M. Grice be appointed as a member of the Supervisory Board as of the closing of this meeting until the end of the Annual General Meeting of Shareholders in Candidate details for the proposed appointment pursuant to Section 2:142(3) of the Dutch Civil Code: Name Ian M. Grice (2 May 1953) Nationality British Current positions Non-Executive Board functions (see hereunder) Latest positions Group Chief Executive Alfred McAlpine Plc ( ), Executive Board Director Alfred McAlpine Plc ( ), Director John Mowlem Construction Plc, Managing Director Mowlem Management Ltd and Managing Director Mowlem Facilities Management Ltd ( ), various technical and management positions French Kier Ltd ( ), John Mowlem Plc ( ), Tileman & Company Ltd ( ), and John Laing plc ( ). Non Executive Board Functions Shares and/or options in the Company Non-Executive Chairman PIMS Group Ltd (private equity owned wastewater services business), Diploma Plc (International group of specialized distribution businesses) None Agenda item 8.c: Vacancies arising at the next General Meeting of Shareholders In accordance with the schedule of rotation drawn up by the Supervisory Board, the second term of Mr. G. Ybema will expire on the adjournment of the Annual General Meeting of Shareholders in May Mr. Ybema is eligible for reappointment in accordance with the Articles of Association. Agenda item 9.a: Membership of the Executive Board: Reappointment Mr. F.M.T. Schneider Mr. Schneider was appointed as a member of the Executive Board in May This entails that his first term of four years will expire on 1 June The Supervisory Board is submitting a non-binding nomination for the reappointment of Mr. Schneider for a period of 4 years effective on the adjournment of this meeting to the end of the Annual General Meeting of Shareholders in Mr. Schneider has an extensive international service record. Mr. Schneider received a Masters of Art (Economics) at the State University of New York in Albany and a PhD in Economics from the European University Institute, Florence. Prior to joining ARCADIS, he worked for the German construction company Bilfinger Berger AG in various positions, including as a member of the Infrastructure Division Management Board. In this last position, he was responsible for operations in the United States, Central America and the Middle East, and gained experience with new contracting forms, such as PPP and PFI. Prior to this, Mr. Schneider worked for various German companies in a number of regions, including Asia and the United States, where he occupied several management positions. Because of his broad international experience in the field of civil construction and infrastructure projects, his experience in our industry in which he has held several management positions, and his ability to operate effectively in different cultures, Mr. Schneider has proven to be a valuable member of the Executive Board. Mr. Schneider s terms and conditions of employment are in accordance with the remuneration policy for the Executive Board adopted by the Annual General Meeting of Shareholders of 7 May In the event of reappointment, his terms and 1 ) See

7 Annual General Meeting of Shareholders Notes to the agenda 7 conditions of employment remain (practically) unchanged. In the event of dismissal other than in case of gross misconduct and the non-renewal of his contract after four years, Mr. Schneider s severance payment amounts to one time his annual base salary. Additional information concerning the remuneration of the members of the Executive Board is available in the Remuneration Report in the Annual Report 2009 Mr. Schneider holds 9,283 ARCADIS shares, 36,600 restricted share units and 118,200 options to buy ARCADIS shares. Agenda item 9.b: Membership of the Executive Board: Appointment Mr. R. Vree The Supervisory Board is submitting a non-binding nomination for the appointment of Mr. Renier Vree as member of the Executive Board of ARCADIS N.V. in the role of Chief Financial Officer (CFO). The appointment is for a period of 4 years effective as of 1 June 2010 until the end of the Annual General Meeting of Shareholders in The current CFO, Mr. Ben van der Klift, nearly completes his current term and will step down as per 1 May After 14 years with PRC/ARCADIS Mr. Van der Klift has decided in good cooperation to continue his career outside the company. Mr. Van der Klift is being thanked for his contribution over the past years and for his role and pleasant cooperation in the Executive Board. Renier Vree (45) joined Royal Philips Electronics NV in 1987, after completing his studies in Business Administration at Erasmus University Rotterdam. In several positions, he gained extensive experience in all aspects of financial management of a large international corporation. He was also responsible for a sizable number of acquisitions. In 1991, he received the title Chartered Controller from the Vrije Universiteit in Amsterdam. From 1994 through 2002 he worked as financial director/cfo of several business units in the United States and Asia, including Malaysia and Hong Kong. Subsequently, working from the corporate center of Philips, he led global efficiency improvement programs. As of 2004 as CFO of Philips Lighting he was responsible for the financial management of this division with sales of e 6,5 billion in In this position he also gained experience in communicating the strategy and performance of the division with investors and analysts. His extensive international experience in both financial management and in the field of acquisitions makes Mr. Vree a suitable candidate for the position of member of the Executive Board, in the role of CFO. Mr. Vree s terms and conditions of employment will be in accordance with the remuneration policy for the Executive Board adopted by the Annual General Meeting of Shareholders of 7 May These terms and conditions comprise a fixed annual salary of 311, For further terms and conditions reference is made to the Remuneration Report in the Annual Report In the event of dismissal other than in case of gross misconduct and the non-renewal of his contract after four years, Mr. Vree s severance payment amounts to one time his annual base salary. As part of his terms and conditions of employment Mr. Vree is entitled to a long-term variable remuneration in the form of options and shares, applicable to Members of the Executive Board. As the other members of the Executive Board, this year he will receive 10,800 conditional shares and 21,600 conditional options. In addition, in compensation of the annulment of option rights and shares which were not vested at his former employer, Mr. Vree will receive 10,800 conditional shares, 21,600 conditional options and 30,000 unconditional options. All shares and options are granted on the first trading day after the General Meeting of Shareholders on which the shares are quoted ex-dividend, with an exercise price for the options equal to the closing price of the ARCADIS stock on the day of granting. All options and shares vest after three years. The conditional shares and options vest dependant on performance criteria established in advance, in accordance with the current remuneration policy of the Executive Board. Mr. Vree owns no shares or options in the Company. Agenda item 10.a: Appointment of the Executive Board as the body authorized to issue ordinary and/or cumulative financing preference shares in ARCADIS N.V. It is proposed to appoint the Executive Board as the body authorized to, subject to the prior approval of the ARCADIS N.V. Priority Foundation (the holder of the priority shares of ARCADIS N.V.) and the Supervisory Board, initiate the issue of ordinary and/ or cumulative financing preference shares in the capital of ARCADIS N.V., including the authority to grant the right to acquire ordinary and/or cumulative financing preference shares. This appointment is valid for a period of 18 months, effective 1 July 2010, to a maximum of 10% of the total number of subscribed ordinary and cumulative financing preference shares outstanding at the time of the decision (to issue shares), increased by 10% to 20% in the case where the issue takes place in support of a merger or takeover. Explanatory note: The purpose of this proposal is to be able to decisively anticipate opportunities to expand the enterprise on the basis of acquisitions. It may be desirable to issue shares to finance these acquisitions. The impact on the expected profit per share naturally constitutes an import criterion in this regard. Furthermore, it may be necessary to issue shares in the context of commitments made in relation to option schemes. It is proposed that in view of the Company s financing structure, the scope of the authority to issue shares be set at no more than 10% of the subscribed share capital, on the understanding that this authority will be expanded to 20% in case of a share issue in support of a merger or takeover. Continued on next page

8 8 Annual General Meeting of Shareholders Notes to the agenda Agenda item 10.b: Appointment of the Executive Board as the body authorized to issue cumulative preference shares in ARCADIS N.V. It is proposed to appoint the Executive Board as the authorized body to, subject to the prior approval of the ARCADIS N.V. Priority Foundation (the holder of the priority shares of ARCADIS N.V.) and the Supervisory Board, initiate the issue of cumulative preference shares in the capital of ARCADIS N.V., including the authority to grant the right to acquire cumulative preference shares. This appointment is valid for a period of 18 months, effective 1 July 2010, to a maximum of 100% of the total number of subscribed shares of the other types in the authorized capital outstanding at the time of the decision (to issue preference shares). Explanatory note: The purpose of the ability to issue cumulative preference shares is to promote the interests of ARCADIS N.V., its affiliate companies and all persons involved. These interests could be at stake in the event of an unfriendly or hostile takeover bid. To maintain the effectiveness of the issue of cumulative preference shares as an anti-takeover instrument, the scope of the authority to issue these shares must extend to a number of shares that corresponds to the number of shares of the other types in the authorized capital outstanding at the time of the issue of cumulative preference shares. The basic assumption is that the preference shares will not remain outstanding any longer than strictly necessary (maximum two years). As soon as the motivation for leaving the preference shares outstanding no longer exists, a proposal will be submitted to the Annual General Meeting of Shareholders to withdraw the preference shares as a share type. Agenda item 10.c: Appointment of the Executive Board as the body authorized to limit or exclude the preferential subscription right vested in the shareholders It is proposed to appoint the Executive Board as the body authorized to limit or exclude the preferential subscription right vested in shareholders in relation to the authority assigned to the Executive Board to issue (rights on the) ordinary shares and cumulative financing preference shares, in accordance with Article 6 paragraph 6 of the Articles of Association. This appointment is valid for a period of 18 months, effective 1 July Explanatory note: ARCADIS policy is to provide holders of ordinary shares with the maximum possible opportunity to participate in the issues of new ordinary shares. This can be effected on the basis of the so-called legal preferential subscription right during the legal minimum 14-day term applicable within the Netherlands. Should the legal preferential subscription right be excluded this can also be effected during the apportionment by assigning a form of preference to the present shareholders. If during an acquisition it is desirable to pay the seller in the form of ARCADIS shares, then pursuant to the provisions identified under agenda item 10.a, a limit of 20% of the total subscribed share capital outstanding at the time of the decision (to issue shares) applies to the number of shares to be issued for this purpose. In this event the preferential subscription rights are excluded. Shareholders do however have a preferential subscription right in case of an issue of shares in return for the deposit of payment. With an eye on the need for decisiveness during an acquisition, it is also desirable during the issue of shares, whose proceeds are designated to finance the acquisition, with due consideration to the 20% limit of the total subscribed share capital at the time of the decision (to issue shares), to be able to exclude the preferential subscription right. The Executive Board will only exercise its authority pursuant to the requested authority to issue shares and limit preferential subscription rights with due consideration to the restrictions identified in this explanatory note and then exclusively for the objectives described in this explanatory note. Agenda item 11: Authorization to purchase ARCADIS N.V. company shares It is proposed that in accordance with Article 7 paragraph 1 of the Articles of Association, the Executive Board will be empowered to acquire ordinary shares and/or cumulative financing preference shares on behalf of the Company, other than without financial consideration, for a period of 18 months effective 1 July 2010, up to a maximum of 10% of the subscribed number of shares. The 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 shares and at most the listed price plus 10%. The share price for this purpose 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 deposited on those financial preference shares as the nominal amount and the share premium, increased by the amount of the distribution of profit that in accordance with the Articles of Association would have been paid on those shares if they had been withdrawn. Agenda item 12: Approval of the ARCADIS N.V Employee Share Purchase Plan In 2002, following its adoption by the General Meeting of Shareholders, the Executive Board together with the Lovinklaan Foundation, established an Employee Share Purchase Plan that allows employees to periodically purchase shares in the Company at a previously set discount. This plan has since been implemented in a number of countries in which ARCADIS is located. A new Employee Share Purchase Plan ( the Plan ) has currently been developed with the intention of applying it to all ARCADIS employees. The Plan will respect any existing rights under the

9 Annual General Meeting of Shareholders Notes to the agenda 9 current share plan. Where necessary sub-plans of the Plan will be established to comply with local (fiscal) regulations. The Plan will allow employees to periodically purchase ARCADIS shares at a previously set discount. The shares to be acquired under the Plan, as well as the discount will be made available by the Lovinklaan Foundation. The Plan therefore does not provide any motivation for the purchase of company shares or the issue of shares by ARCADIS N.V. The Lovinklaan Foundation is a shareholder in ARCADIS N.V. and currently holds an equity interest amounting to approx 19%. The Lovinklaan Foundation also absorbs the Plan s operating costs. The purpose of the Plan is to promote share ownership among employees and to promote the involvement with ARCADIS. The Plan has a term of 5 years with automatic renewal upon the expiry of that period. The maximum aggregate number of shares that may be issued under the Plan and its sub-plans, if any, during the initial five year term and any automatic extension thereof is 3 million. The method of allocating the number of such maximum number of shares to be offered under the Plan shall be determined from time to time. Such determination shall be in the Company s discretion and shall not require shareholder approval. The company may from time to time designate the (future) subsidiaries of ARCADIS that are eligible to participate in the Plan. In order to satisfy the requirements of Section 423 of the United States Internal Revenue Code of 1986, the General Meeting of Shareholders must approve the Plan. The Executive Board and the Supervisory Board recommend that the General Meeting of Shareholders adopt the ARCADIS N.V Employee Share Purchase Plan. Agenda item 13: Approval of the ARCADIS N.V Long-Term Incentive Plan Under the current ARCADIS N.V. Long-Term Incentive Plan adopted by the General Meeting of Shareholders on 11 May 2005, there no longer is room for allocating options and shares. The Executive Board and the Supervisory Board therefore recommend that a new ARCADIS N.V Long-Term Incentive Plan ( the Plan ) be adopted. Under the terms of the Plan, awards may be granted to any employee of ARCADIS and its subsidiaries, including subsidiaries which become such after adoption of the Plan, provided, however, that unless otherwise determined by the Supervisory Board, awards will be granted to members of the Executive Board and key employees selected by the Supervisory Board. The Plan provides for the possibility to grant conditional and unconditional options and shares. The options and shares annually granted to members of the Executive Board and selected key employees are conditional and such options and shares have a vesting period of three years. Vesting is dependant on performance criteria set forth in advance. The granting of such options and shares can take place each year on the day after the Annual General Meeting of Shareholders, whereby the exercise price is set equal to the closing price of the ARCADIS N.V. share on the day of grant, in accordance with the Daily Official List of Euronext N.V., Amsterdam. In addition, the Plan provides for the possibility to grant options to employees under different conditions such as remarkable performance, for reasons of retention or in light of acquisitions. These options can be granted under conditions to be determined by the Supervisory Board. The policy is designed to prevent dilution as much as possible by purchasing the required shares, or a portion thereof, with due consideration to the Company s financial position, in particular the cash available within the company. In support of the Plan shares can be issued with the intention to limit this to a maximum of 1% of the number of outstanding shares. Here too, the United States Internal Revenue Code of 1986 requires that the General Meeting of Shareholders approves the Plan. Furthermore, pursuant to Netherlands law (Section 2:135 paragraph 4 of the Netherlands Civil Code) the General Meeting of Shareholders must approve the Plan now that members of the Executive Board participate in this Plan. The Executive Board and the Supervisory Board recommend that the General Meeting of Shareholders adopt the ARCADIS N.V Long-Term Incentive Plan. The Plan provides for the periodic allocation of (conditional) options and (conditional) shares to the members of the Executive Board and key employees. The objective of the Plan is to strengthen the personal ties of the participants with the Company and to let them benefit from the increase of the ARCADIS stock price so that their interest is in line with the interest of the shareholders of the company. The Plan provides for a maximum of 10 million shares or options to be allocated during , all of which may be granted as qualified options in accordance with Section 423 of the United States Internal Revenue Code Such qualified options may be granted only to employees of ARCADIS.

10 10 Annual General Meeting of Shareholders Shareholder Voting Instructions Shareholder Voting Instructions The Executive Board has stipulated that the holders of ordinary shares entitled to attend and/ or vote at this meeting are those persons who, on Wednesday 21 April 2010 (the Registration Date ), have those rights and are registered as such in the registers designated for that purpose by the Executive Board. An invitation to attend the Annual General Meeting of Shareholders and an annual report including the 2009 financial statements will be sent to all holders of registered shares. Starting on 22 April 2010, holders of bearer shares wishing to attend the Annual General Meeting of Shareholders can apply to the Euroclear Nederland affiliated institution that administers their shares for a registration certificate that serves as proof of entitlement for admission to the Meeting. Shareholder requests must be received no later than 6 May Shareholders are entitled to be represented at the Meeting by an independent third party. Holders of bearer shares can, following registration with the affiliated institution, submit a proxy with voting instructions to the civil-law notary K.A. Verkerk affiliated with Dirkzwager lawyers & civil notaries N.V. in Arnhem. The proxy is made available on the company website and can be obtained from the affiliated institution and must be received by Ms K.A. Verkerk at the offices of Dirkzwager lawyers & civil notaries N.V., PO Box 111, 6800 AC Arnhem, the Netherlands, no later than 6 May Such a proxy with voting instructions will be sent to the holders of registered shares. Here too Ms K.A. Verkerk must receive the proxy no later than 6 May 2010 at the above address. Should shareholders wish to designate a party other than Ms K.A. Verkerk as their proxy, then they can also use the proxy that the Company has made available on its website or that can be obtained from the affiliated institution. To gain access to the Meeting the third party granted the proxy must take it 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 RBS website designated for this purpose. These votes will be communicated to the Company by RBS. In addition, they can thereby request that Ms K.A. Verkerk as an independent third party communicate these votes to the Company in the Meeting. The shareholder can cast his votes via the website up until 6 May 2010, inclusive at and, if applicable, must submit his registration certificate to RBS. Institutions affiliated with Necigef must submit a statement to RBS on 7 May 2010 that identifies the number of shares reported to the Meeting for the relevant shareholder. Shareholders and proxies 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 licence). Holders of US based shares (ADRs) Similar to previous years, holders of ADRs 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 5.00 pm (New York Time) on 5 May In accordance with Dutch Law and the Articles of Association of the Company holders of shares must own their shares on 21 April 2010 (the Dutch registration 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 21 April If the shareholder sells or transfers his shares on or before the close of business on 21 April 2010, his votes will not be counted.

11 Directions to Papendal Own car From the west on A12 (Amsterdam, The Hague, Utrecht) Via A12/E35 direction Arnhem. Take the exit Oosterbeek, Wolfheze, Arnhem Centrum, Hoge Veluwe, number 25. At the N224 take a right in the direction Arnhem. At the second traffic lights on N224 take the exit Papendal. From the east on A12 (Oberhausen, Apeldoorn, Arnhem) Via A12/E35 direction. Take the exit Oosterbeek, Wolfheze, Ede- Oost, number 25. At the N224 take a left in the direction of Arnhem At the third traffic lights on N224 take the exit Papendal. From the south on A50 (Rotterdam, Breda, Venlo, Eindhoven, Den Bosch) Via A50 direction Apeldoorn, Zwolle, Utrecht. At highway intersection Grijsoord take the exit to Utrecht, The Hague. You are now on A12/E35. PAY ATTENTION: do not go onto the main highway, but hang right to immediatiely take the exit Oosterbeek, Wolfheze, Ede-Oost, number 25. At the N224 take a left in the direction of Arnhem. At the third traffic lights on N224 take the exit Papendal. From N224 out of the direction Ede Continue on N224 in the direction of Arnhem, follow this road to the Papendal exit. From A325 Nijmegen (Via Arnhem Centrum) From city center Arnhem follow the signs Utrecht/N224. On N224 take the Papendal exit. Public transportation For this meeting shuttle buses have been arranged to take you from the Central Railway Station in Arnhem to Papendal. The buses can be found at the back entrance of the railway station (Amsterdamseweg / Sonsbeekzijde). Hotel en Congrescentrum Papendal Papendallaan VD ARNHEM Phone number: EDE A12 E35 N224 Intersection Grijsoord A12 E35 OBERHAUSEN APELDOORN ARNHEM-NOORD AMSTERDAM DEN HAAG UTRECHT N224 A50 ARNHEM CENTRE ROTTERDAM, BREDA NIJMEGEN, DEN BOSCH

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