Arcadis NV is a public limited liability company (Naamloze Vennootschap) under Dutch law. The Company is managed by the Executive Board under supervision of the Supervisory Board. Since 2003, Arcadis has been an international holding company. Members of the Executive and Supervisory Boards are appointed and dismissed by the general meeting of shareholders (the “General Meeting”).
As proposed by the Executive Board, and with prior approval of the Supervisory Board and the Arcadis Priority Foundation, the General Meeting can amend the Articles of Association. Such a decision requires a majority of at least three/fourth of the votes cast in a meeting in which at least three/fourth of the issued share capital is represented. If the quorum is not met, a second meeting is required, in which the resolution can be adopted by a majority of at least three/fourth of the votes, regardless of the share capital represented in the meeting.
From time to time Arcadis enters into related party transactions with associated parties. These transactions are conducted on an arm's length basis with terms comparable to transactions with third parties. Intercompany transactions, balances and unrealized gains on transactions between group companies are eliminated on consolidation and are not disclosed in this paragraph. In 2011, Arcadis did not enter into any transaction or loan with third parties holding at least ten percent of the shares in Arcadis.
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