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Agenda AGM Arcadis NV 29 April 2021

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Agenda AGM Arcadis NV 29 April 2021 Annual General Meeting Arcadis N.V. | 29 April 2021 Maximizing Sustainable solutions | Digital Leadership | Focus and Scale Annual General Meeting Arcadis N.V. 2 The annual General Agenda Meeting of Arcadis N.V. 1. Opening and notifications 9. Composition of the Executive Board; will be held on a. Opening re-appointment of Mr. P.W.B. Oosterveer Thursday 29 April 2021 b. Notifications (for resolution) 2. Report by the Supervisory Board on financial year 2020 10. Composition of the Supervisory Board at 2pm CET (for discussion) a. Appointment of Ms. C. Mahieu (for resolution) b. Re-appointment of Mr. N.W. Hoek (for resolution) 3. Report by the Executive Board on financial year 2020 c. Re-appointment of Mr. W.G. Ang (for resolution) (for discussion) d. Announcement of vacancies arising after the next annual General Meeting (for information) 4. 2020 financial statements and dividend a. Adoption of the 2020 financial statements (for resolution) 11. Delegation of authority to grant or issue b. Dividend over financial year 2020 (for resolution) (rights to acquire) Arcadis N.V. shares a. Designation of the Executive Board as the body authorized 5. Discharge to grant or issue (rights to acquire) ordinary shares and/or a. Discharge of the members of the Executive Board cumulative financing preference shares (for resolution) (for resolution) b. Designation of the Executive Board as the body authorized b. Discharge of the members of the Supervisory Board to issue ordinary shares as dividend (for resolution) (for resolution) c. Designation of the Executive Board as the body authorized to limit or exclude pre-emptive rights (for resolution) 6. Appointment of auditor to audit the 2022 financial statements 12. Authorization to repurchase Arcadis N.V. shares (for resolution) (for resolution) Amsterdam, 11 March 2021 7. Remuneration reports Executive Board and 13. Cancellation of ordinary Arcadis N.V. shares Supervisory Board 2020 (for resolution) Executive Board a. Remuneration report Executive Board (for advice) Arcadis N.V. b. Remuneration report Supervisory Board (for advice) 14. Any other business Gustav Mahlerplein 97-103 1082 MS Amsterdam 8. Revisions to remuneration policy for Executive Board 15. Closing The Netherlands (for resolution) Annual General Meeting Arcadis N.V. 3 Explanatory notes Agenda item 2 shares is from Wednesday 5 May 2021 through Wednesday Report by the Supervisory Board on financial year 2020 19 May 2021, 3pm CET. If no choice is made, the dividend will be paid to the agenda of the (for discussion) in cash. Cash distribution is subject to 15% dividend withholding tax. The Supervisory Board reports on its activities during financial The number of ordinary shares to which the dividend distribution annual General Meeting of year 2020. entitles the holder of shares that chooses a dividend in shares will be such that the dividend in shares is (virtually) the same as the Arcadis N.V. (the ‘Company’) Agenda item 3 dividend in cash (‘Exchange Ratio’). Report by the Executive Board on financial year 2020 (for discussion) The Executive Board reports on its activities during financial The Exchange Ratio will be based on the Volume Weighted Average year 2020. Price (‘VWAP’) of Arcadis N.V. shares traded on Euronext Amsterdam from Thursday 13 May 2021 through Wednesday 19 May 2021. Agenda item 4.a The Exchange Ratio will be published on Wednesday 19 May 2021 Adoption of the 2020 financial statements (for resolution) after close of trading. The dividend will be paid (and the shares will Pursuant to section 2:101.3 of the Dutch Civil Code, financial be provided) as from Friday 21 May 2021. In relation to the dividend, statements are adopted by the General Meeting. It is proposed sections 1:4.h and 1:5.g of the Prospectus Regulation will be to adopt the 2020 Financial Statements. applicable. Agenda item 4.b Agenda item 5.a Dividend over financial year 2020 (for resolution) Discharge of the members of the Executive Board (for resolution) It is proposed that for the financial year 2020 a dividend of €0.60 per It is proposed that the members of the Executive Board who were ordinary share be distributed to the holders of ordinary Arcadis N.V. in function during financial year 2020 be discharged from liability shares in the form of cash or in the form of Arcadis N.V. shares, at the for their management of the Company and its activities during such option of the shareholder. In total, this distribution represents 40% year, as far as evidenced by the Executive Board report, the annual of net income from operations. This dividend distribution is in financial statements, announcements during the annual General accordance with the applicable provisions of the articles of Meeting and/or (other) publicly available information and without association and the dividend policy (as dealt with and explained as prejudice to the provisions of section 2:138 of the Dutch Civil Code. a separate agenda item at the annual General Meeting in May 2005) which aims for a pay-out of 30-40% of net income from operations. Agenda item 5.b The remaining portion of the profit will be added to the reserves. Discharge of the members of the Supervisory Board (for resolution) It is proposed that the members of the Supervisory Board who were The ordinary shares will be listed ex-dividend effective Monday in function during financial year 2020 be discharged from liability 3 May 2021. The election period in which shareholders can instruct for their supervision during such year, as far as evidenced by the their bank or broker to opt for a dividend in cash or a dividend in Executive Board report, the Supervisory Board report, the annual Annual General Meeting Arcadis N.V. 4 financial statements, announcements during the annual General For the report on the remuneration of the Executive Board in Agenda item 8 Meeting and/or (other) publicly available information and without 2020 reference is made to pages 182 through 190 of the 2020 Revisions to remuneration policy for Executive Board (for resolution) prejudice to the provisions of sections 2:138 and 2:149 of the Annual Report. The shareholders are asked to give their view Dutch Civil Code. on howthe Company implemented the remuneration policy for Introduction the Executive Board in 2020. Pursuant to section 2:135 of the Dutch Civil Code and article 13 Agenda item 6 of the Articles of Association, the General Meeting is authorized to Appointment of auditor to audit the 2022 financial statements In line with section 2:135b.2 of the Dutch Civil Code, the remuneration adopt the remuneration policy for the members of the Executive (for resolution) report for the Executive Board with respect to financial year 2021 Board upon the proposal of the Supervisory Board. The current The General Meeting is the corporate body authorized to appoint will include an explanation on how the Company has taken into remuneration policy for the members of the Executive Board was the auditor that will audit the financial statements of the Company. account the advisory vote of the shareholders cast during this adopted by the General Meeting in May 2005 and was last amended The Arcadis Audit and Risk Committee and the Supervisory Board annual General Meeting. in May 2020 to align with the Dutch implementation legislation of recommend giving the assignment to audit the 2022 Financial the European Shareholder Rights Directive. Statements of the Company to PricewaterhouseCoopers Accountants Agenda item 7.b N.V. To come to this recommendation, the Supervisory Board Remuneration report Supervisory Board (for advice) To align the components of the remuneration of the Executive Board assessed the relationship with the external auditor, based on a report In line with sections 2:135b.2 and 2:145.2 of the Dutch Civil Code, members with the Company’s new strategy ‘Maximizing Impact’, the from the Executive Board and the evaluation and recommendation the remuneration report for the Supervisory Board is submitted Supervisory Board proposes to revise the policy as set out by the Audit and Risk Committee, all in line with applicable to the General Meeting for an advisory vote. below. At the same time, the Supervisory Board reviewed current legislation. If appointed, it will be the eighth year that market practice as to matters which are expressly determined in PricewaterhouseCoopers audits the financial statements For the report on the remuneration of the Supervisory Board in the policy and proposes some limited changes which are of the Company. 2020 reference is made to page 191 of the 2020 Annual Report. detailed below to bring the policy more in line with market practice. The shareholders are asked to give their view on how the Company No increase in the fixed remuneration of the Executive Board for Agenda item 7.a implemented the remuneration policy for the Supervisory Board 2021 is being proposed. Remuneration report Executive Board (for advice) in 2020. In line with section 2:135b.2 of the Dutch Civil Code, the Objective remuneration report for the Executive Board is submitted to In line with sections 2:135b.2 and 2:145.2 of the Dutch Civil Code, The remuneration policy for the members of the Executive Board the General Meeting for an advisory vote. the remuneration report for the Supervisory Board with respect to should continue to serve to attract, motivate and retain international financial year 2021 will include an explanation on how the Company executives of the highest calibre to deliver our business strategy. has taken into account the advisory vote of the shareholders cast It aims to support that same business strategy, enhance the link during this annual General Meeting. between pay and performance and align the interests of the members of the Executive Board with the interests of shareholders and other stakeholders of the Company – all the while adopting the highest standards of good corporate governance.
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