Capital structure, issue of depositary receipts and listing on the regulated 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 31 December 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 Trust Office) administrates approximately 98.6% of Grontmij´s ordinary shares, against which depositary receipts have been issued. The depositary receipts for ordinary shares in Grontmij are listed on NYSE Euronext regulated market in Amsterdam and are included in the Amsterdam Small Cap Index (AScX). As per the end of 2010, the market capitalisation of Grontmij amounted to over € 360 million (€ 17.30 per year-end 2010).

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 2010 report of the Trust Office can be found on page 125 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 Group through Stichting Medewerkersparticipatie Grontmij without incurring transaction or custody fees. Participations are represented by depositary receipts purchased by the Foundation on the NYSE Euronext regulated market in Amsterdam. At the end of 2010, 2,401 members of staff (2009: 2,575) were registered for 82,250 participations (2009: 86,271). From 2008, it is no longer possible to acquire participations through Stichting Medewerkersparticipatie Grontmij.

In 2008, a Group employee share-ownership scheme, the Employee Share Purchase Plan (ESPP), 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, Germany, Ireland, Poland and the United Kingdom.
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 Stichting ESPP Grontmij. The employee acquires participations in depositary receipts for ordinary shares Grontmij. Stichting ESPP Grontmij issues one participation for each depositary receipt. Stichting ESPP Grontmij acquires the depository receipts on the NYSE Euronext regulated market in 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 free of charge one additional participation for every four participations he or she holds. Those 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 2010, 218 members of staff (2009: 213) were registered for 25,342 participations (2009: 18,377).

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 option schemes available at Grontmij.

Substantial holding interests
Based on information included on 31 December 2010 in the public database ‘notifications substantial holdings’ that is maintained by the Netherlands Authority for the Financial Markets, the following shareholders have a substantial holding, i.e. an interest of 5% or more, in the share capital of Grontmij:

• Darlin N.V.
• Delta Lloyd Deelnemingen Fonds N.V.
• Delta Lloyd Levensverzekering N.V.
• ING Groep N.V.
• Kempen Oranje Participaties N.V.
• Optiverder B.V.

The most recent information can be found in the public database 'Notifications Substantial Holdings' that is maintained by the Netherlands Authority for the Financial Markets.

To the database of the Netherlands Authority for the Financial Markets