Arcadis : 2021 PoA Voting Instruction Bearer Shares (0.1 MB) Download

POWER OF ATTORNEY (PROXY)

FOR HOLDERS OF BEARER SHARES (AANDELEN AAN TOONDER)

YOU SHOULD COMPLETE THIS POWER OF ATTORNEY IF YOU WISH FOR AN ATTORNEY TO VOTE ON YOUR BEHALF IN THE ANNUAL GENERAL MEETING OF ARCADIS N.V., WITH CORPORATE SEAT IN AMSTERDAM, TO BE HELD ON THURSDAY 29 APRIL 2021 AT 2PM CET (THE "AGM").

Arcadis has engaged Intertrust Financial Services B.V. (Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands) to act as an independent third party to whom shareholders can grant a power of attorney with voting instructions for this AGM. If you wish to grant a power of attorney (including voting instructions) to Intertrust Financial Services B.V. as your attorney, this form must be received by Intertrust Financial Services B.V. ultimately on Thursday 22 April 2021 at 5.30pm CET (by mail or by email:[e-mail]).

If you wish to grant a power of attorney to another party, please include the details of this party below.

All relevant meeting documents, including the complete agenda with explanatory notes and the Annual Report 2020 can be found on the Company's website (www.arcadis.com) and on the e-voting pages of ABN AMRO (www.abnamro.com/evoting).

Appointment attorney:

On Thursday 1 April 2021 (the record date), the undersigned is entitled to ______________________ ordinary shares in the share capital of Arcadis N.V., account number: __________________ with ____________________ [insert name intermediary/bank] (jointly, the "Shares"). The undersigned hereby authorises and appoints*:

 Intertrust Financial Services B.V.; or

 _________________________________, born in ______________________ on __________________

* Please check one of the boxes. If you do not check one of the boxes, this power of attorney is not valid.

as his/her/its true and lawful attorney to (i) represent the undersigned at the AGM and any resumption thereof, and to cast votes on the Shares as indicated below and (ii) to do all and everything the proxy might deem appropriate or necessary in connection with the foregoing, with the right of substitution.

If you grant power of attorney to Intertrust Financial Services B.V., you must also include voting instructions. In that respect please check the appropriate boxes below. If you mark none of the boxes, this power of attorney is invalid. If you mark more than one box or no box, or if your mark for an agenda item is unclear, Intertrust Financial Services B.V. will not vote at that/those specific agenda item(s) and your vote on the relevant item will be considered as an abstention.

If you grant power of attorney to another person, you may choose to include voting instructions. If youinclude voting instructions, please check the appropriate boxes below. If you mark none of the boxes, more than one box or no box, or if your mark for an agenda item is unclear, you have granted a general power of attorney without voting instructions regarding that/those item(s) and the attorney can exercise the voting rights at its/his/her own will.

AGENDA	Vote
No.	Item	FOR	AGAINST	ABSTAIN
4	2020 financial statements and dividend
a	Adoption of the 2020 financial statements			
b	Dividend over financial year 2020			
5	Discharge
a	Discharge of the members of the Executive Board			
b	Discharge of the members of the Supervisory Board			
6	Appointment of auditor to audit the 2022 financial statements			
7	Remuneration reports Executive Board and Supervisory Board 2020
a	Remuneration report Executive Board			
b	Remuneration report Supervisory Board			
8	Revisions to remuneration policy for Executive Board			
9	Composition of the Executive Board; re-appointment of Mr. P.W.B. Oosterveer			
10	Composition of the Supervisory Board
a	Appointment of Ms. C. Mahieu			
b	Re-appointment of Mr. N.W. Hoek			
c	Re-appointment of Mr. W.G. Ang			
11	Delegation of authority to grant or issue (rights to acquire) Arcadis N.V. shares
a	Designation of the Executive Board as the body authorized to grant or issue (rights to acquire) ordinary shares and/or cumulative financing preference shares			
b	Designation of the Executive Board as the body authorized to issue ordinary shares as dividend			
c	Designation of the Executive Board as the body authorized to limit or exclude pre-emptive rights			
12	Authorization to repurchase Arcadis N.V. shares			
13	Cancellation of ordinary Arcadis N.V. shares			

This proxy should be (i) accompanied by a registration certificate that you received from your bank when you registered your shares for the General Meeting (ii) signed by you and (iii) timely received by the attorney. If this is not the case, this proxy is not valid and, if applicable, the voting instructions are not valid.

This proxy may only be revoked by written notification to the attorney, which must be received by the attorney ultimately Thursday 22 April 2021 at 5.30pm CET.

This proxy is governed exclusively by the laws of the Netherlands.

Name: ____________________________

Address: __________________________ Date: _____________________________

Signature: _________________________