Agenda of the Extraordinary General Meeting of Shareholders. November 12, 2009

Transcription

1 Agenda of the Extraordinary General Meeting of Shareholders November 12, 2009

2 Annual General Meeting of Shareholders Notes to the agenda Agenda of the Extraordinary General Meeting of Shareholders November 12, 2009 An Extraordinary General Meeting of Shareholders of ARCADIS N.V. will be held at the head office of ARCADIS N.V., located at Nieuwe Stationsstraat 10, in Arnhem, The Netherlands, on November 12, at 11:00 a.m. local time. Set forth on the next page is an agenda for the business to be transacted at the extraordinary meeting and the order in which these agenda items will be presented to our shareholders. Photo cover: Dutch coast ARCADIS works on the improvement of the weak spots in the Dutch coast in order to provide long-term protection against floods.

3 Extraordinary General Meeting of Shareholders Agenda 3 Agenda 1. Opening and Announcements 2. Appointment Mr. S.B. Blake as member of the Executive Board 3. Appointment Mr. A.R. Pérez as member of the Supervisory Board 4. Questions and Answers 5. Closing

4 4 Extraordinary General Meeting of Shareholders Notes to the agenda Explanatory notes Agenda item 2: Appointment of Mr. S.B. Blake as member of the Executive Board As ARCADIS has expanded considerably over recent years, especially in the United States, the Supervisory Board proposes to extend the Executive Board with a new member from the United States. The Supervisory Board has resolved to make a binding nomination for the appointment of Mr. S.B. Blake as a member of the Executive Board as per January 1, 2010 until the end of the Annual General Meeting of Shareholders in The Supervisory Board recommends that you vote in favor of the appointment of Mr. Blake to the Executive Board. Mr. Blake (1956), a United States citizen, is currently the CEO of ARCADIS U.S., Inc., which includes the environmental, infrastructure and project and construction management businesses in the United States, as well as the recently added activities of Malcolm Pirnie. He will combine this role with his new position on the Executive Board and he will also be responsible for the environmental business line of ARCADIS. Mr. Blake started his career at Engineering Enterprises Inc. and has been with ARCADIS U.S., Inc., and predecessor companies since 1987 in various managerial roles. Preceding his present position, which he assumed as of November 2003, he was a member of the ARCADIS Executive Board in the period Mr. Blake was also CEO from 1996 through 1999, President from 1994 through 1996, Vice President Strategic Operations from 1991 through 1994 and Director of the Hydrocarbon Services Division from 1989 through The Supervisory Board believes that Mr. Blake should be appointed to the Executive Board as more than half of the company s revenue is now generated in the Unites States. Given his tenure in the industry and the successful leadership Mr. Blake has provided to the U.S. operations of ARCADIS, the Supervisory Board considers him eminently qualified for this step. Mr. Blake holds 54,517 ARCADIS N.V. shares, 34,200 restricted share units and 339,400 options to buy ARCADIS N.V. shares. He has no supervisory directorships. The remuneration of Mr. Blake will be consistent with the remuneration policy for the Executive Board as adopted at the Annual General Meeting of Shareholders on May 7, This includes a fixed (base) salary of $500,000 per annum, which can be annually adjusted by the Supervisory Board, an annual cash bonus (short-term incentive) and an annual award of shares and stock options (long-term incentive), all in accordance with the remuneration policy for the ARCADIS Executive Board. Mr. Blake will continue to participate in the 401k pension plan for ARCADIS US employees and his fringe benefits are commensurate with the position held and as is customary for these functions. In case of termination by the company of his contract not for cause, Mr. Blake is eligible to a severance payment of 18 months of fixed (base) salary. This is in line with his existing employment contract and is justified due to his longstanding tenure with ARCADIS. Information about the ARCADIS remuneration policy for the Executive Board can be found on the corporate website: In line with the existing policy for the nomination of candidates for the Executive Board, the nomination of Mr. Blake is binding. A binding nomination may only be defeated by a resolution passed by at least a two-third majority of the votes, representing more than one-half of the outstanding capital. Under Netherlands law, when the Supervisory Board makes a binding nomination, the shareholders must be presented with a choice of two candidates for the position. The Supervisory Board has determined to nominate Mrs. J.M. van Bergen-van Kruijsbergen as the alternate candidate. Mrs. Van Bergen-van Kruijsbergen (1961) is a citizen of the Netherlands. She began her career at ING Bank in commercial finance ( ). From 1988 until 1996 she served as the head of the Legal department and special credit Lines of Fortis Finance NV. She joined ARCADIS in 1996 and serves as Company Secretary and General Counsel. Mrs. Van Bergen-van Kruijsbergen holds 889 ARCADIS N.V. shares and 14,500 options to buy ARCADIS N.V. shares. She has no supervisory directorships.

5 Extraordinary General Meeting of Shareholders Notes to the agenda 5 Agenda item 3: Appointment of Mr. A.R. Pérez as member of the Supervisory Board In view of the extended presence of ARCADIS in the United States through the recent merger with Malcolm Pirnie, the Supervisory Board is submitting a non-binding nomination for the appointment of Mr. A.R. Pérez as a member of the Supervisory Board at the closing of the Extraordinary General Meeting of Shareholders. Mr. Pérez (1951) is a United States citizen and has been, until the merger with ARCADIS, an outside member of the Board of Directors of Malcolm Pirnie, the company that joined ARCADIS as per July 9, He complies with the independence criteria of the Dutch Corporate Governance Code and with the profile drawn up by the Supervisory Board (see As a former member of the Board of Directors of Malcolm Pirnie, Mr. Pérez has experience with the consultancy and engineering business and especially with the water related activities of Malcolm Pirnie. He has spent almost his entire professional career with Exxon and ExxonMobil in different managerial roles and has extensive international experience. This U.S. based industrial background is complementary to the background of our board member Mr. Nethercutt, a former member of the U.S. House of Representatives, who is very familiar with the U.S. government. Mr. Pérez experience with a major multinational company is also relevant in view of ARCADIS ambition to expand its business to this client category across the globe. The Supervisory Board therefore proposes that Mr. A.R. Pérez be appointed as a member of the Supervisory Board as of the closing of this meeting until the Annual General Meeting of Shareholders in Candidate details for the proposed appointment pursuant to Section 2:142(3) of the Dutch Civil Code: Armando R. Pérez (Havana, Cuba, November 6, 1951) United States Previous positions Member of the Board of Directors of Malcolm Pirnie Inc (2007-July 2009) Management Consultant with several companies ( ) Managed the Chemical, Industrial/ Wholesale and Retail Businesses for ESSO Puerto Rico and the Central Caribbean ( ) President and General Manager for ESSO Dominican Republic ( ) and Deputy Retail manager for ESSO Benelux in The Netherlands ( ) Managed the Lubricants and Retail Businesses for Exxon in the Caribbean and South America ( ) and became President and General Manager of ESSO Chile ( ) Served as Latin America Retail Executive for EXXON Company International ( ) Vice-President of Retail Services for EXXONMOBIL Inter-America and member of transition teams at the time of the merger between EXXON & MOBIL ( ) and as Global Market Planning Manager for EXXONMOBIL Fuels marketing ( ) Other positions Vice-President Board of Directors of COANIQUEM Burned Children Foundation Member of the Advisory Board of the International Center of Baptist Health South Member of the Advisory Board of the School of International and Public Affairs at Florida International University Chairman of the Executive Advisory Committee of the Chapman Graduate Business School at Florida International University ( ) Shares and/or options in the Company none Continued on next page

6 6 Extraordinary 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 Thursday 22 October 2009 (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 Extraordinary General Meeting of Shareholders has been sent to all holders of registered shares. Starting on 23 October 2009, holders of bearer shares wishing to attend the 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 9 November 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 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 9 November 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 9 November 2009 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 9 November 2009, inclusive at Institutions affiliated with Euroclear Nederland must submit a statement to RBS on 9 November 2009 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). US Shareholders Similar to last year (when the Company was still listed on NASDAQ) US shareholders 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 4 November In accordance with Dutch Law and the Articles of Association of the Company holders of shares must own their shares on 22 October 2009 (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 22 October If the shareholder sells or transfers his shares on or before the close of business on 22 October 2009, his votes will not be counted.

7 Directions to Head Office ARCADIS By public transport Our Office in the building De Rijntoren is directly situated next to Central Station Arnhem. By car From the A12, Utrecht/Den Haag From the A12, Doetinchem/Oberhausen Follow the A12 to Arnhem. Take exit 26 Arnhem Centrum and follow the road called Apeldoornseweg. At the end of Park Sonsbeek take the slight turn to the right to Arnhem Centrum. At the traffics light go left and drive under the railroad viaduct. Straight ahead unto the Willemsplein and drive into the tunnel ( Willemstunnel ) (follow the signs Parkeergarage Centraal ). EDE, UTRECHT A12 OOSTERBEEK WATERMUSEUM ZYPENDAALSEWEG AMSTERDAMSEWEG (BUS)STATION UTRECHTSESTRAATWEG/UTRECHTSEWEG PARC SONSBEEK WATERMILL A50 APELDOORN A12 ZUTPHEN - OBERHAUSEN SONSBEEKWEG APELDOORNSEWEG VELP In the tunnel keep directly to the right and drive into the car park Centraal. In the car park you follow the signs Kantoren/Station. In the exit Kantoren/Station take the elevator and follow the signs WTC that is located in the building De Rijntoren, just as ARCADIS. From the A50, Apeldoorn/Zwolle Follow the A50 to Arnhem. Take exit 20 Arnhem Centrum and follow the road called Apeldoornseweg. Then see the above. From the A325, Nijmegen On the A325 follow the signs Oosterbeek. Drive up to the traffic lights at the beginning of the Nelson Mandela Bridge and get in the left-hand lane. Follow the signs Station till you come across a T-fork ( Bergstraat / Utrechtseweg ). The station is on the right side in front of you and the building De Rijntoren on the left side. Turn left unto the road Utrechtseweg, then take a right turn to the car park Centraal. In the car park take the elevator and follow the signs WTC that is located in the building De Rijntoren, just as ARCADIS. Parking For entering the parking garage please press the button at the terminal at the entrance barrier. You will get an entrance ticket. After visiting ARCADIS, by showing your entrance ticket you will receive an exit ticket at the reception with which you can directly exit the car park. WILLEMSTUNNEL Bergstraat NIJMEGEN ARNHEM CENTRE WEERTJESSTRAAT NELSON MANDELA BRIDGE RIJN JANSBUITENSINGEL N325 NIJMEGEN ZEVENAAR JOHN FROST BRIDGE ARCADIS NV Rijntoren Nieuwe Stationsstraat KS Arnhem The Netherlands Tel. +31 (0)

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