Capital structure, issue of depositary receipts and listing on the stock market
Grontmij´s authorised capital consists of 30 million ordinary shares with a nominal value of € 0.25 each and 30 million preference shares with a nominal value of € 0.25 each. As at 30 June 2010, 20,825,724 ordinary shares were issued. No preference shares were issued as per that date. Stichting Administratiekantoor van aandelen Grontmij N.V. (the Foundation) administrates 19,635,968 of Grontmij´s ordinary shares (approximately 94%), against which depositary receipts have been issued. The depositary receipts for ordinary shares in Grontmij are listed on Euronext Amsterdam and are included in the Amsterdam Small Cap Index (AScX). As per 30 June 2010, the market capitalisation of Grontmij amounted to over € 320 million (closing price on 30 June 2010: € 15.44).

There are no restrictions on the transfer of shares or depositary receipts for shares. No special controlling rights are attached to ordinary or preference shares. Holders of depositary receipts for ordinary shares may exchange these receipts for ordinary shares without any restrictions. The 2009 report of the Foundation can be found on page 107 of the Annual Report.

Dividend policy
Grontmij seeks to achieve an annual increase in earnings per share and wants its shareholders to benefit from this. This policy was explained to the shareholders in the Annual General Meeting of Shareholders held on 19 May 2005.

Employee share-ownership scheme
Grontmij introduced an employee share-ownership scheme in 1999. This scheme offers our Dutch employees the opportunity to invest in the company through Stichting Medewerkersparticipatie Grontmij (Employee Participation Foundation) without incurring transaction or custody fees. These participations are represented by depositary receipts, purchased on Euronext Amsterdam by this Foundation. At the end of 2009, 2,575 members of staff (2008: 2,725) were registered for 86,271 participations (2008: 94,050).

In 2008, a new employee share-ownership scheme was introduced. The new scheme is designed for all Grontmij employees with the exception of the members of the Executive Board. So far, the scheme has been rolled out in the Netherlands, the UK, Ireland and Poland. Under the new scheme and based on a resolution of the Executive Board, employees may, up to a certain percentage of their fixed income, invest in the company through the Employee Share Purchase Plan Foundation. The employee acquires participations in this Foundation, which in turn buys a corresponding number of depositary receipts in Grontmij N.V. on Euronext Amsterdam. The participations are issued at a discount of 15% of the underlying market value of the depositary receipts. Participations must be retained for a period of three years. After this period, each employee receives one additional participation for every four participations he or she holds. Matching participations and their corresponding initial participations must be held for a further two years before they can be sold. As in the other plan, the employee incurs no transaction or custody fees. At the end of 2009, 213 members of staff (2008: 32) were registered for 18,377 participations (2008: 1,973).

The maximum amount that may be invested through these schemes is set at 5% of the issued share capital of Grontmij N.V. There are no options schemes available at Grontmij.

Equity interests
Based on information publicly available as of 31 December 2009, the following shareholders have an interest of more than 5% in the share capital of Grontmij:

• Delta Deelnemingen Fonds N.V. – 11,4%
• ING Group N.V. – 7,5%
• Deutsche Bank AG - 6,8%*
• Aviva plc – 5,1%
• Optiverder B.V. – 5,1%
• Kempen Oranje Participaties N.V. – 5,1%

* Held via DWS Investment GmbH