To stimulate the realization of long-term corporate goals, ARCADIS NV has stock option plans, as well as stock purchase plans. A description of these plans is provided below.

ARCADIS NV 1994 and 1996 Incentive Plan
At the time of the merger with Geraghty & Miller, Inc. 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 19, 2006, 253,200 options were granted under this plan and accepted by 126 employees worldwide with an exercise price of € 37.13. 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 28,800 conditional options, all with an exercise price of € 37.13. In addition on May 19, 2006, under the 2005 Plan the members of the Executive Board were granted 27,000 conditional options, in line with the Remuneration policy for the Executive Board as agreed on by the General Meeting of Shareholders in May 2005 and 20,400 conditional options for the members of the Senior Management Committee.
Several times during 2006, 32,749 options with exercise prices ranging from € 34.90 to € 38.20 were granted to the Corporate Director of Mergers & Acquisitions. In July 2006, 7,000 options were granted to the management and key staff of Berkeley Consulting, related to the acquisition of the company. The exercise price is € 36.39. At October 1, 2006, 3,000 options with an exercise price of € 34.59 were granted to the Director of Human Resources, while 1,000 conditional shares were granted in relation to his employment contract.
On December 31, 2006, a total number of 622,033 options were outstanding under the 2005 plan. The average exercise price is € 30.71. No options granted under the 2005 plan were exercisable at December 31.

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, enabling employees to purchase ARCADIS NV shares from the Lovinklaan Foundation against a (pre-fixed) discount.

The Employee Share Participation Plan (at this time) is valid in the Netherlands, United States, Belgium, Germany and France. It is expected that the plan will be implemented in the United Kingdom in the second half of 2007. The discount percentages are based on local laws and regulations and differ on a country-to-country basis, varying from 10% (the Netherlands) to 15% (United States and Germany) to 16.67% (Belgium) and 17.5%
(France). 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 2005, employees purchased 134,444 shares from the Lovinklaan Foundation. The Lovinklaan Foundation is a shareholder in ARCADIS NV and, at December 31, 2005, held a 21.3% 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 2006 were members of the Executive Board are noted in the table below:

Shares ARCADIS NV	31 December 2005	31 December 2006
Harrie Noy	34,122	37,305
Michiel Jaski	1,719	1,870
Ben van der Klift*	-	699
Friedrich Schneider*	-	-
Conditional shares ARCADIS NV**
Harrie Noy	10,000*	12,000*
Michiel Jaski	7,000*	14,000*
Ben van der Klift	-	5,000
Friedrich Schneider	-	5,000

* Ben A. van der Klift and Friedrich M.T. Schneider were appointed members of the Executive Board on May 17, 2006.
** 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, 2006

	Option plan from year	Granted  in year	Granted	Exerciseprice	Exercised	Outstanding	Expiration date
Harrie Noy	2001	2001	30,000	€ 9.20	30,000	0	05-22-2011
		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
Michiel Jaski	2001	2002	10,000	€ 10.79	10,000	0	05-15-2012
		2003	14,000	€ 8.93	–	14,000	05-13-2013
	2005	2005	15,000*	€ 17.94	–	15,000	05-10-2015
		2006	15,000*	€ 37,13	-	15,000	05-18-2016
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
Friedrich Schneider	2005	2006	12,500*	€ 37,13	-	12,500	05-18-2016

* Amounts based on granting of 100% of the referenced numbers, with maximal extension to 15)%.

Shares and options held by members of the Supervisory Board
The interests held in the share capital of ARCADIS NV by those who during 2006 were members of the Supervisory Board are noted in the table below:

Shares ARCADIS NV	December 31, 2005	December 31, 2005
Ross A. Webber*	1,130 shares	130 shares

*Mr Webber resigned his position on the Supervisory Board on May 17, due to the completion of his third term as a board member.

Members of the Supervisory Board hold no ARCADIS options or shares.