To stimulate the realization of long-term Company objectives and goals, ARCADIS NV has option and share plans, as well as share purchase plans. Following is an overview.

ARCADIS NV 1994 and 1996 Incentive Plan
At the time of the merger with Geraghty & Miller in 1993, ARCADIS NV adopted and later expanded in 1994 and 1996 the existing stock option plans. These employee stock option plans were dedicated to employees of the American subsidiaries and ended in 2003 and 2005, respectively, so that since then, no new options can be granted under these plans. The options granted under these plans are valid for a ten-year period and generally become vested after a three-year period.

ARCADIS NV 2001 Long Term Incentive Share Option Plan
In the General Meeting of Shareholders of May 2001, the ARCADIS NV 2001 Long Term Incentive Share Option Plan was introduced. Under this plan, a maximum of 2,500,000 options on ARCADIS NV shares will be granted from 2001 to 2006 to key personnel in ARCADIS NV and its subsidiaries. What is distinct about this plan is the fact that the number of options to be used per year can be determined by a number of pre-set performance criteria as formulated by the Supervisory Board of the Company. These criteria are related to the increase in earnings per share in the preceding book year. These options are provisional in nature and become vested after a period of three years provided the participant is still employed by ARCADIS NV or one of its international subsidiaries. Options issued under this plan are valid for a period of ten years, beginning on the date of issuance. Options are usually granted on the day after the Annual General Meeting of Shareholders; the exercise price will match the closing price of ARCADIS NV shares on the Euronext Amsterdam stock exchange on the day on which the options are granted. In May 2005 this plan was replaced by the ARCADIS NV 2006 Long-Term Incentive Plan.

ARCADIS NV 2005 Long-Term Incentive Plan
In May 2005, the General Meeting of Shareholders agreed to a number of changes in the 2001 plan. These changes are the result of the implementation of the Dutch Corporate Governance Code, as well as the expiration of the ARCADIS 1996 Incentive Plan. Following are the primary changes that were introduced:
– In addition to rights to shares (option rights) other share-related incentives can be granted, such as Stock Appreciation Rights, Restricted Stock (units) and Incentive shares.
– The granting of (rights to) shares can be related to the goals or performance criteria as set by the ARCADIS NV Supervisory Board. This Committee also determines the moment at which the granted (rights to) shares can be exercised.
– The number of (rights to) shares totals 2,500,000; the plan is valid until December 31, 2011. In its December 2005 meeting, the Supervisory Board approved the revised text of the 2001 plan, now titled the ARCADIS NV 2005 Long-Term Incentive Plan.

On May 18, 2007, 279,700 options were granted under this plan and accepted by 154 employees worldwide with an exercise price of € 59.68. To the members of the Executive Board on the same date a total of 65,000 conditional options were granted and to the members of the Senior Management Committee 41,150 conditional options, all with an exercise price of € 59.68. In addition on May 18, 2007, under the 2005 Plan the members of the Executive Board were granted 27,000 conditional shares, in line with the remuneration policy for the Executive Board as agreed on by the General Meeting of Shareholders in May 2005 and 20,050 conditional options for the members of the Senior Management Committee.

Several times during 2007, a total of 97,899 options with exercise prices ranging from € 47.05 to € 64.47 were granted to the Corporate Director of Mergers & Acquisitions. In January 2007, 20,000 options were granted to the management and key staff of Pinnacle One, related to the acquisition of this company. The exercise price is € 46.81. In July 2007, 198,000 options were granted to the management and key staff of RTKL, related to the acquisition of this company. On December 31, 2007, a total number of 1,262,896 options were outstanding under the 2005 plan. The average exercise price is € 39.50. Of the options granted under the 2005 plan, 24,916 options were exercisable at December 31, 2007.

ARCADIS NV Employee Share Participation Plan
In cooperation with the Lovinklaan Foundation, ARCADIS NV introduced an Employee Share Participation Plan at the end of 2001 in the Netherlands, enabling employees to purchase ARCADIS NV shares from the Lovinklaan Foundation against a (pre-fixed) discount.

The Employee Share Participation Plan has since then been introduced in the United States, Belgium, Germany, France and the United Kingdom. The discount percentages are based on local laws and regulations and differ on a country-to-country basis, varying from 10% (the Netherlands) to 20% (United Kingdom). The shares used for this plan, as well as the discount in price, are provided by the Lovinklaan Foundation. Therefore, this plan in no way gives rise for the purchase or issuance of shares by ARCADIS NV itself. In 2007, employees purchased 276,657 shares (after split-up) from the Lovinklaan Foundation. The Lovinklaan Foundation is a shareholder in ARCADIS NV and, at December 31, 2007, held approx. a 20.2% stake in the Company's share capital.

Regulation
Participants in the ARCADIS option plans and share purchase programs are obligated to comply with the "Regulation concerning ownership and trading of securities ARCADIS NV," in as much as this regulation applies to them. If applicable, these participants are prohibited from conducting any transactions in ARCADIS NV securities during closed periods. For all participants, it is obvious that if they have access to or possess insider information, any trading in securities is also prohibited.

Shares and options held by members of the Executive Board and Supervisory Board

Interests held by members of the Executive Board
The interests held in the share capital of ARCADIS NV by those who during 2007 were members of the Executive Board are noted in the table below. The number of shares mentioned below are based on the old nominal value of the ARCADIS share. On May 15, 2008 the ARCADIS share was split on a 3:1 ratio.

Shares ARCADIS NV	December 31, 2007	December 31, 2006
Harrie Noy	41,167	37,305
Michiel Jaski	3,017	1,870
Ben van der Klift 1)	810	699
Friedrich Schneider 1)	26	-
Conditional shares ARCADIS NV 2)
Harrie Noy	30,000	12,000
Michiel Jaski	21,000	14,000
Ben van der Klift	10,000	5,000
Friedrich Schneider	10,000	5,000

1) Ben A. van der Klift and Friedrich M.T. Schneider were appointed members of the Executive Board on May 17, 2006.
2) Amounts based on granting of 100% of the reference numbers, with maximal extension to 150%.

Overview of options outstanding to the members of the Executive Board at December 31, 2007. The number of options mentioned below are based on the old nominal value of the ARCADIS share. On May 15, 2008 the ARCADIS share was split on a 3:1 ratio.

	Option plan from year	Granted  in year	Granted	Exercise price	Exercised	Outstanding	Expiration date
Harrie Noy	2001	2002	15,000	€ 10.79	15,000	-	05-15-2012
		2003	17,500	€ 8.93	-	17,500	05-13-2013
	2005	2005	25,000*	€ 17.94	-	25,000	05-10-2015
		2006	25,000*	€ 37.13	-	25,000	05-18-2016
		2007	25,000*	€ 59.68	-	25,000	05-18-2016
Michiel Jaski	2001	2003	14,000	€ 8.93	7,000	7,000	05-13-2013
	2005	2005	15,000*	€ 17.94	-	15,000	05-10-2015
		2006	15,000*	€ 37.13	-	15,000	05-18-2016
		2007	15,000*	€ 59.68	-	25,000	05-18-2017
Ben van der Klift	2001	2003	12,285	€ 8.50	4,000	8,285	10-16-2013
		2005	9,000	€ 17.94	-	9,000	05-10-2015
	2005	2006	12,500*	€ 37.13	-	12,500	05-18-2016
		2007	12,500*	€ 59.68	-	12,500	05-18-2017
Friedrich Schneider	2005	2006	12,500*	€ 37.13	-	12,500	05-18-2016
		2007	12,500*	€ 59.68	-	12,500	05-18-2017

* Amounts based on granting of 100% of the referenced numbers, with maximal extension to 150%.

Shares and options held by members of the Supervisory Board
Members of the Supervisory Board hold no ARCADIS options or shares.