Current status
A General Meeting of Shareholders is held each year. Other shareholders' meetings may be held at the request of the Executive Board or of the Supervisory Board. Shareholders who represent at least 10% of the Company's issued capital may also convene a meeting. The agenda for the meeting is prepared by the party convening the meeting. Shareholders who represent at least 1% of the Company's issued capital may submit proposals up to 60 days prior to the meeting.
The main powers of the General Meeting of Shareholders of ARCADIS NV are as follows:

• Approving the annual financial statements;
• Payment of dividend;
• Discharging of all liability the members of the Executive Board with respect to their management and the Supervisory Board with respect to its supervision;
• Appointing, suspending, and dismissing members of the Executive Board and Supervisory Board;
• Appointing and dismissing the external auditor;
• Resolving the issuance of shares or the granting of rights to take shares (option rights), or designating the Executive Board to resolve such issues or grants for a certain period, with the option to exclude shareholders' pre-emptive rights;
• Resolutions to amend the Articles of Association, based on a proposal by the Executive Board that has been approved by the Supervisory Board and the "Stichting Prioriteit ARCADIS NV" (ARCADIS Priority Foundation);
• Authorizing the Executive Board to purchase its own shares;
• Setting the remuneration of the Supervisory Board.

All shares carry voting rights pro rata to the nominal value of the shares. Resolutions are adopted by absolute majority of votes cast, unless the law or Articles of Association prescribe a qualified majority.

Evaluation for the purposes of the Corporate Governance Code
Unless stated otherwise below, ARCADIS subscribes to the principles regarding "Powers" (IV.1) and "Provision of information to and logistics of the general meeting of shareholders" (IV.3) as formulated by the Tabaksblat Committee for (general meetings of) shareholders. ARCADIS does not issue depositary receipts for its shares (IV.2). ARCADIS also observes the related best practice provisions, albeit with the following provisions:

• When the Articles of Association were amended in June 2003 to abandon the statutory structure regime of the Company, the proportion of votes required for the Shareholders' Meeting to cancel the binding nature of a nomination for the appointment or dismissal of an Executive Board member or Supervisory Board member was also stipulated. For the Executive Board, the proportion is two thirds of votes cast, representing at least half the issued capital; for the Supervisory Board, it is two-thirds of votes cast, representing at least one-third of the issued capital. These proportions were chosen in consideration of the percentage of shareholder's interest in the foundation Stichting Lovinklaan, so that the other shareholders can exert genuine influence over appointments and dismissals. The amendment stated that nominations to the Executive Board would normally be binding, whereas nominations to the Supervisory Board would, under normal circumstances, be non-binding. As the Shareholders' Meeting agreed to this procedure in June 2003, a change is not considered opportune at this time, also because no final policy has been issued on this topic by the legislature.
• Since mid-2005, analyst meetings and press conferences are broadcast by means of web casting, allowing shareholders to follow the presented information in real time. Analyst meetings and press conferences are published in advance through the website. The presentations given at these meetings are posted on the website. With this approach, the Company is in compliance with best practice provision IV.3.1.

The status regarding a number of specific best practice provisions is as follows:

• As of the General Meeting of Shareholders of May 12, 2004, the policy on additions to reserves and on dividends, the recommendation to pay a dividend, the discharge of Executive Board members, and the discharge of Supervisory Board members are listed separately on the agenda and (where necessary) put to the vote (IV.1.4 to IV.1.6).
• ARCADIS advocates active shareholder participation at shareholders' meetings, so the option of absentee voting (IV.1.7) is subscribed.
• Since the ARCADIS share was first quoted on the NASDAQ in 1993, American shareholders have been able to take part in the adoption of resolutions at shareholders' meetings by means of proxy solicitation. To encourage proxy voting, since December 1999, the Netherlands has legally permitted the use of a record date, thereby significantly reducing the period during which shareholders' shares are placed in deposit and are not at their disposal. The option of using a record date has been incorporated in ARCADIS' Articles of Association since 2002, but has not yet been used, as the current facilities for absentee voting (the "Communication Channel") are still technically flawed, not suitable for general use and disproportionately expensive. The developments in this area are followed with interest. If a viable system for electronic proxy voting becomes available we will again review this opportunity.
• ARCADIS does not assess or correct analysts' reports and valuations in advance, other than factually. Nor are any fees paid to parties for conducting research or for producing or publishing analysts' reports (IV.3.2 and IV.3.3).
• The annual report includes a survey of all potential anti-takeover measures (IV.3.9). Click here for an overview.