Note: This is a new version of the agenda (13 april). See also document 'Agenda General Shareholders Meeting with explanation' below.

AGENDA

• Opening 
• Presentation by the Executive Board 
  a. Executive Board Report for the financial year 2006
  b. Adoption of the annual accounts 2006
  c. Discharge of the members of the Executive Board
  d. Discharge of the members of the Supervisory Board 
• Declaration of dividend 2006 
• Proposal for amendment of the company’s articles of association 
• Profile for the Supervisory Board 
• Appointment member of the Supervisory Board 
• Determination of the remuneration of the Supervisory Board 
• a. Extension of the designation of the Executive Board as the body authorised to issue shares.
  b. Extension of the designation of the Executive Board as the body authorised to limit or exclude the preferential right 
• Authorisation of the Executive Board to acquire the company’s own shares or depository receipts for such shares through the company 
• Commissioning accountant to audit the annual accounts for 2007 
• Any further questions 
• Conclusion

Explanation of the agenda, the shareholders’ circular, the annual accounts and the annual report for 2006, the details of the member of the Supervisory Board to be appointed and the full proposal for amendment to the articles of association with notes of explanation will be available for perusal from 12 April 2007 to the end of the meeting at the company’s office (De Holle Bilt 22, 3732 HM De Bilt, the Netherlands) and at the Office of the Fortis Bank (Nederland) NV in Amsterdam (Rokin 55, 1012 KK Amsterdam, the Netherlands), where they can be obtained free of charge by shareholders, holders of depository receipts for shares and other persons with the right to attend meetings.

The documents, data and announcements (in Dutch) may also be viewed on this site (see documents below).

Instructions for participation

Registration Date
The Executive Board has decided that, for this meeting, those with the right to vote and/or attend the meeting are those who have those rights on Thursday 3 May 2007, at 5 pm, after taking into account all credits and debits (the “Registration Date”) and are registered as such in a register or part-register designated for that purpose by the Executive Board. With respect to holders of depositary receipts for registered shares, the register or sub-register will be the administration of the institutions associated as at the Registration Date with the Nederlands Centraal Instituut voor Giraal Effectenverkeer BV (“NECIGEF”) under the Wet Giraal Effectenverkeer. With respect to holders of shares, the register will be the shareholders register of Grontmij NV.

Attendance at the meeting

Holders of depositary receipts for shares
Holders of depositary receipts for registered shares who wish to attend the meeting in person or by proxy must have contacted the Fortis Bank (Nederland) NV in Amsterdam, in writing, via their bank, by 5pm on Thursday 3 May 2007 at the latest. For this purpose, the relevant bank must provide the Fortis Bank (Nederland) NV with a statement confirming that as at the Registration Date the depositary receipts for registered shares are listed in their records in the name of that person. The registration receipt will then be sent to the holder and will serve as the admittance pass to the meeting. Without prejudice to the above conditions, holders of registered depositary receipt for shares who wish to be represented by proxy must provide due authorisation in writing. This authorisation should be received by the Fortis Bank (Nederland) NV or by the Executive Board of the company by no later than 5pm on Thursday 4 May 2007.

With respect to the holders of depositary receipts for shares who, in compliance with the above, have registered these instruments in time, the Stichting Administratiekantoor van Aandelen Grontmij NV (the “AK”) will, in accordance with paragraph 16 of its administration provisions, authorise such holders to exercise at the meeting the voting right attaching to the shares deposited with it and for which it has issued depositary receipts. Such holders of depositary receipts for shares do not need to seek authorisation themselves. The power of attorney is given to the holder of the depositary receipts on signing the attendance list before the meeting commences and on co-signing the power of attorney signed by the board of the AK.

Shareholders
Shareholders and other holders of voting rights who wish to attend the meeting must inform the Executive Board of their intention by Thursday 3 May 2007 at the latest. Written powers of attorney to attend and/or exercise voting rights at the meeting must be received by the Executive Board by Friday 4 May 2007.