Investor Relations (IR) policy
Grontmij has a clear policy in place for providing accurate and timely information to our (potential) shareholders. Our goal is to provide equal access to all relevant financial and non-financial information, aimed especially at keeping our shareholders informed. We regularly publish information on financial results, strategy and developments within the Group, also through our annual report. We webcast important events, such as the Annual General Meeting of Shareholders and analyst/press meetings, via our corporate website, www.grontmij.com. Press releases and our website are key sources of communication with the financial community. In our bilateral contacts with (potential) shareholders we take into account a number of guidelines:

• price-sensitive information is disseminated in line with applicable laws and regulations via press releases. Anyone may subscribe to such press releases by registering via the Grontmij corporate website;
• Grontmij’s contact with investors and sell-side analysts will at all times be conducted in compliance with applicable rules and regulations, in particular those concerning disclosure, price-sensitive information and equal treatment;
• response to (draft) analyst reports and/or (third-party) publications is only provided by reference to public information and published guidance. Comments on these reports are given only in relation to incorrect factual information.

Closed periods 
Closed periods are the periods prior to the publication of our financial results during which in principle no meetings or direct consultations will be held with and no presentations will be given to financial analysts and investors (institutional or otherwise), unless such communication relates to factual clarifications of previously disclosed information. Closed periods will run from the 11th Dutch working day after the end of the relevant reporting period until the day of publication of the relevant results.
See the Financial calendar for the closed periods.

Activities
Members of the Executive Board and Investor Relations organise regular meetings with current and potential investors around Europe through roadshows and investor conferences. Grontmij holds one-on-one meetings with the press after each quarterly publication. Following the publication of the annual and interim results, Grontmij also conducts a meeting with financial analysts. The first and third quarter results are presented during an analysts’ telephone conference followed by an analyst Q&A. All sessions can be followed live via the company’s website through an audio webcast. The information presented at these meetings is published upfront on the company’s website available the morning of publication. As 2012 was a challenging year for Grontmij, in which the new management communicated a new strategy, our IR activities were important in our communications with the market. In light of the rights offering, an extensive deal roadshow was organised. In line with the IR policy and in addition to the regular meetings with shareholders, we aimed for a proactive approach to responding to questions. Our intensified efforts were recognised with an award for Best 2012 IR Professional AScX by the Dutch professional Investor Relations Association (NEVIR).

Listing and indices
Grontmij N.V. is publicly listed on NYSE Euronext in Amsterdam (ticker symbol GRONT), where shares are traded on the smallcap index (AScX).

Substantial holding interests
Based on information included at 31 December 2012 in the ‘notifications substantial holdings’ public database that is maintained by the Dutch Financial Markets Authority, the following shareholders have a substantial holding, i.e. an interest of 5% or more, in the share capital of Grontmij:

• Delta Lloyd Deelnemingen Fonds N.V.
• Delta Lloyd Levensverzekering N.V.
• ING Investment Management N.V.
• RWC European Focus Fund
• Kempen Oranje Participaties N.V.
• Darlin N.V.
• Optiverder B.V.

Dividend policy 
Our dividend policy was discussed and approved at the Annual General Meeting of Shareholders on 9 May 2012. Grontmij proposed a dividend policy with a target cash dividend pay-out ratio of 35%-50% as long as the net debt/EBITDA ratio is below 2.0x for two consecutive quarters before the quarter in which the dividend proposal is decided upon and expected to remain below this level as a consequence of the dividend payment. In addition the company intends to make distributions to its shareholders to a level of € 30 million in total, provided this allows the company to stay below a net debt/EBITDA ratio of 1.5x, including the cash impact of this distribution.

Moreover, in accordance with Grontmij’s Articles of Association, profit distributions may not exceed the distributable part of the shareholders’ equity; if in any year losses are incurred no dividend shall be paid out for that year. In subsequent years, too, payment of dividend can only take place when the loss has been cleared by profits, unless it is resolved to offset the loss against the distributable part of the equity or to pay dividend from the distributable part of the equity.

Dividend 2012
The company will not pay dividend over the year 2012 due to the net loss incurred.