© Arcadis 2015

WELCOME TO THE ARCADIS GENERAL BUSINESS PRINCIPLES E-LEARNING

Arcadis’ mission is to create exceptional and sustainable outcomes for our clients in natural and built assets.

Our four core values ensure our mission is fulfilled:

Integrity Client FocusCollaboration Sustainability

Integrity

Integrity is one of our core values. It is fundamental tothe way we work.

Integrity means that we conduct our business in anhonest and responsible way, and working to thehighest professional standards. As such, we see it asour ‘license to operate’, and the core of Client Focus.

Our commitment to integrity is implemented in theArcadis General Business Principles (AGBP) andSpecific Anti-Corruption Standards (SACS).

Every person working for Arcadis must understandthe AGBP and SACS and comply with them in theirdaily work.

This AGBP e-learning is designed to develop yourunderstanding of the AGBP and SACS and toemphasize the importance of integrity and how it isrelevant to all that we do.

The AGBP e-learning consists of a short e-learningmodule. After completing the e-learning, you will begiven the opportunity to re-read the full text of theAGBP and SACS and finally you will be invited tocontinue to the test area (see right).

E-learning

You will first be guided through a short e-learning

module to:

• Remind you of the essential principles of theAGBP and SACS

• Provide some practical do’s and don’ts

The e-learning takes approximately 15 minutes to complete

Online Test

Then you will be invited to apply the AGBP and

SACS to ethical dilemmas in the online test. If you

would like to practice before taking the test, youcan go to the practice area.

The dilemmas in the test are designed to raiseawareness of potential conflicts and ethical

situations you may face in your work. Your

experience of working through them will provide areference for what is and what is not considered

appropriate conduct in keeping with the AGBP and

SACS.

The online test takes approximately 45 minutes to complete

AGBP E-LEARNING MODULE

© Arcadis 2015

A FRAMEWORK FOR ETHICAL BEHAVIOR: THE AGBP AND SACS

The AGBP are a reflection of the company we want to be

The AGBP and SACS apply not just to employees, but to all people working for

Arcadis at whatever level and in whichever company. We should all apply the

principles of the AGBP and SACS.

From time to time, we may be faced with dilemmas to which the AGBP or SACS

do not provide clear answers. These are often grey areas. To deal with those

dilemmas well, we need an open culture in which we raise and discuss issues and

give guidance to each other. If you are ever in doubt, seek guidance and direction

from your manager. This will help avoid a situation being treated as an issue where

there may not be one, or where there is an issue identify the best solutions to

properly deal with it. Nobody should feel that they need to solve dilemmas alone!

To create this type of environment, we need your involvement and support, every

day.

In the next slides, the following topics of the AGBP and SACS will be discussed:

The principles of the

AGBP set guidance for

ethical business

decisions and actions.

The SACS build on these

and provide for specific

guidance in the areas of

gifts and hospitality and

payments to third parties.

1. Possible

consequences of

violating the AGBP

and SACS

2. Conflicts of interest

3. Bribery and corruption

4. Partnering with

third parties

5. Gifts and hospitality

6. Competition

7. Privacy

8. Professional integrity

9. Reporting violations

The AGBP are expressed as a set of commitments towards the various stakeholders of Arcadis, including everyone working for Arcadis

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© Arcadis 2015

CONFLICTS OF INTEREST

We act in the best interest of Arcadis and our clients, avoiding any conflict with our personal or business activities and financial interests

A conflict of interest exists when your personalinterests, activities or situation are (likely to be) in conflictwith your ability to act in the best interests of Arcadis orour clients

Your personal interests include the interests of:

• Your (direct) family and close friends

• Any company or business in which you or yourfamily or close friends have any role or financialinterest

What is a conflict of interest?

• Purchasing services for Arcadis from companies that you

or your family have a financial interest in or of which your

family member is the contact point

• Working on a project in which your client develops

property you have an interest in

• Being involved in hiring a family member for Arcadis,

especially if it would lead to inappropriate reporting lines

between you and your family member

• Sharing confidential information you possess through

your position at Arcadis with friends or family members

or other third parties

• Promoting business ventures you are interested in within

Arcadis, for example offering your partners’ chauffeuring

services to colleagues visiting from abroad

Examples of conflicts of interest

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© Arcadis 2015

CONFLICTS OF INTEREST – DO’S AND DON’TS

If ever in doubt, seek guidance and direction from your manager. This will help avoid a situation being treated as an issue where there may not be one, or where

there is an issue identify the best solutions to properly deal with it.

DO NOT…

• …request, accept or receive any personal fee,

commission or other benefit for introducing

or referring any Arcadis client to any

non-Arcadis company

• …acquire or retain a direct or indirect financial

interest in a supplier or competing company

(excluding shares held in a publicly traded company)

without the agreement of your management

DO…

• …avoid situations where your personal interest

(including those of your family and close friends)

may conflict with your ability to act in the best

interest of Arcadis or its clients

• …immediately inform your manager of any personal

interest you or your family may have in any client or

supplier of Arcadis

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© Arcadis 2015

BRIBERY AND CORRUPTION

Zero tolerance – bribes in any form are unacceptable

• Corruption is a broader concept than bribery. However,

typically and within Arcadis they are used interchangeably

and both are prohibited. Bribery generally involves:

Offering, promising or giving some advantage

(whether in cash or in another form);

or

Requesting, receiving or accepting some advantage;

in each case

as an inducement to bring about or reward some improper

performance or undue business advantage

• Bribes may include money, gifts, hospitality, expenses and

reciprocal favours

• The advantage can be for Arcadis, another entity or personal

• Agreeing to bribery, even if in the end it does not happen

and/or cash or other compensation does not exchange

hands, is already enough to amount to a criminal offense

• Political and charitable contributions are subject to management

approval. Be aware of the potential for them to be a form of

bribery

What is bribery and corruption?

• In 2016 Arcadis went to a full ban on facilitating

payments, even if local laws and regulations

were to permit them

• Facilitating payments are:

Small amounts paid to a governmental official to

encourage the official to start or expedite

performance of a ‘routine governmental action’

that they are already required to do

• For example, a government official indicating

Arcadis will receive the permit it applied for

within several weeks, but then stating he could

speed up the process in exchange for a

small compensation is asking for a facilitating

payment

• However, taking advantage of a formal

publicized “fast track” procedure operated by a

government department, whereby an additional

advertised payment is made to expedite a

process is not a facilitating payment

What are facilitating payments?

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© Arcadis 2015

BRIBERY AND CORRUPTION – DO’S AND DON’TS

The appearance of a bribe can be as damaging to Arcadis as an actual bribe

DO NOT…

• …request or accept a payment or other benefit to

improperly award business to or from clients,

agents, partners, subcontractors, suppliers, officials

or others

• …make or offer a payment or other benefit to

improperly obtain business for Arcadis (‘If I do this

for you, what can you do for me?’)

• …make facilitating payments even if local laws and

regulations permit

DO…

• …contact your manager or local compliance officer

immediately if in doubt about the legitimacy of a

particular payment, proposal or request. Nobody is

alone in solving bribery dilemmas!

• …realize that bribes can come in many forms

and shapes

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© Arcadis 2015

PARTNERING WITH THIRD PARTIES

Contact your local legal team if you have any questions concerning partnering with third parties

Partnering is when Arcadis

renders services in

cooperation with third

parties, e.g. sub-consultants,

JV partners and agents.

Inappropriate behavior by

parties we work with can

affect the reputation of

Arcadis, and in some cases

result in liability for Arcadis.

Therefore, they must be of

good reputation and be

known to act with integrity.

What is partnering?

• When selecting a partner you must ensure they will act with integrity. To this end,

you should undertake the appropriate checks, such as:

− Conduct a proper due diligence

− Ensure that the services third parties are to provide and the terms of their

appointment are clearly documented in writing

− Confirm that the fees are reasonable and in proportion to the services provided

and are payable to the party appointed

− Provide third parties with a copy of the AGBP and have them confirm in writing

their acceptance to observe the principles within the AGBP

• At any time, any (potential) “red flags” regarding the integrity of the third party

must be followed up upon (discuss with your local legal team)

• Apart from flagging potential integrity issues, you should also consider

commercial concerns, such as whether the third party is suitably qualified and

experienced. Please follow your business protocol in this respect

• Please refer to your region’s partnering policy for further guidance on how to

manage risks involved with partnering, an overview of preferred suppliers/

strategic partners and a set of terms and criteria for selecting and evaluating

external partners

Key principles

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© Arcadis 2015

PARTNERING WITH THIRD PARTIES – DO’S AND DON’TS

Follow up on any circumstances that cause you to believe that there is or may be improper behaviour by the third party

DO NOT…

• …make a payment to a third party other than as

detailed and other than to the party named in the

agreement

• …agree to make payments in cash, or to offshore

entities, or to numbered accounts

• …make a payment to a third party if you know or

suspect that they may use or offer the payment

directly or indirectly as a bribe

• ... underestimate the importance of confirming in

writing principle agreements, variations to contracts

and key verbal discussions

DO…

• …ensure that third parties you engage on behalf of

Arcadis are legitimate service providers that have a

good reputation and are known to act with integrity.

Before engaging any such party you need to

undertake appropriate checks

• …provide third parties with a copy of the AGBP and

inform them that their compliance with the policies is

a term of their appointment and that a violation can

be cause for early termination

• …be especially cautious when you engage an

agent, as an agent represents Arcadis and any

impropriety will directly reflect on Arcadis

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© Arcadis 2015

GIFTS AND HOSPITALITY

Appearance is everything! You should avoid even the appearance of impropriety

• Gifts and hospitality may only be given or accepted:

− As a business courtesy; and

− When based on a practice that is accepted locally

and in the industry; and

− When in compliance with laws and the other party’s

own ethics policies

• The acceptance of gifts and invitations may not:

− Have a value that may influence a business decision;

or

− Lead to a relationship of dependency; or

− Create the appearance of impropriety

Key principles• Do not give or accept gifts in cash (unless

where local customs and business

practice so require and if specifically authorized

by the Executive Board)

• Please refer to your local policy on gifts and

hospitality for specific guidance on limits in

value and number of gifts and hospitality

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© Arcadis 2015

GIFTS AND HOSPITALITY – DO’S AND DON’TS

Business decisions for Arcadis should always be based upon legitimate business considerations for Arcadis

DO NOT…

• …accept or offer travel and overnight

accommodation, except when appropriate for certain

business, training and study purposes and when

approved by your management

• …offer or accept gifts or hospitality during a pre-

qualification or tender process

• attempt to divide or disguise the value or frequency

of a gift or gifts or accept anything delivered to your

home address

DO…

• …always consider: do I feel comfortable telling other

people about this gift or hospitality? How would I feel

if this was on the front page of tomorrow’s

newspaper? If you are struggling to justify it for

yourself, it is probably not okay and you should

seek guidance

• …check your local gifts and hospitality policy for

guidance on acceptable limits

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© Arcadis 2015

FAIR COMPETITION

We support the principle of free enterprise and fair competition as a basis for conducting our business and observe applicable competition laws and regulations

• Fair competition is when competitors operate and make

their decisions independently and compete with each

other on such matters as price, territory, quality and

innovation

• Competition law generally seeks to encourage and

preserve competition and penalize anti-competitive

behaviours

• Competition law prohibits the abuse of a dominant

position (usually a market share in excess of 20%). A

dominant position is not in itself anti-competitive, but if

the company exploits this position to eliminate

competition, it is considered to have abused it

What is fair competition?

Broadly speaking, two types of practices and/or

arrangements should be avoided at any time:

• Exchanges with competitors of sensitive business

information on prices, sales, bids, profit margins,

strategy, costs or any other factor that determines or

influences Arcadis’ competitive behavior with the aim to

solicit parallel behavior from the competitor

• Entering into an agreement with a competitor not to

compete, to restrict dealings with suppliers, to submit

uncompetitive offers for bidding or to divide up

customers or markets (sometimes called “cartels”)

An agreement doesn’t have to be in writing for it to be

illegal. You can break the law if you have an informal

conversation (or “gentleman’s agreement”) with a

competitor, even if the agreement isn’t carried out

Key principles

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© Arcadis 2015

FAIR COMPETITION – DO’S AND DON’TS

If you think any action might be anti-competitive, contact your local legal team without delay

DO NOT…

• …engage, directly or indirectly, with a client

regarding terms of a tender outside of

the stated tender rules and procedures

• …discuss or exchange information with

competitor(s) relating to price, other terms of trade,

clients, bids or plans (other than with involvement of

your local legal team)

DO…

• …discuss with your local legal team any proposed

collaboration with a competitor whether in joint

venture, consortium, prime and sub-consultant

or otherwise

• …report immediately to your local legal team any

improper discussion or an attempt to have such

by a competitor (even when you have declined

the discussion)

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© Arcadis 2015

PRIVACY

Arcadis is committed to managing personal data in a professional manner in compliance with the law

• Privacy includes the protection of access to and use of

personal data

• Personal data is broadly defined as information from

which you can directly or indirectly identify someone,

such as name, date of birth, addresses, staff number,

job group, pictures and signatures

What is privacy?

• We respect the right to privacy of everyone we work

with, both internally and externally, and we ask

everyone to make sure personal data is not misused or

abused

• You may only process personal data for legitimate

business purposes, for example personnel

management, the development and improvement of

services, management reporting, marketing and legal

and regulatory compliance

• Personal data must be accurate and relevant. This

means you should inform Arcadis where personal data

you have provided changes; and where you have

responsibility for colleagues’ or clients’ personal data,

you should process any changes to their personal data

that you are made aware of

• Personal data must be properly protected from

inappropriate access or misuse

Key principles

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© Arcadis 2015

PRIVACY – DO’S AND DON’TS

If ever in doubt, seek guidance and direction from your manager or local legal team

DO NOT…

• …collect and process sensitive data, i.e. ethnicity,

health, criminal records, sexual preference or

religious beliefs without consulting your local

legal team

• …access personal data unless necessary for the

performance of your job. Please take this into

account when sharing data and only send personal

data to people on a ‘need to know’ basis

• …keep personal data for longer than is necessary

for the purpose it was processed for. However, keep

in mind that we may have to keep such data, for

example for obligations under our client

appointments, law or to defend any claim that may

be brought against us. If in doubt, seek guidance

and direction from your local legal team

DO…

• …inform colleagues or clients when you process

their personal data for another purpose than it was

originally collected for, unless the processing is

otherwise covered by a privacy notice or policy

• …safeguard personal data properly when

transferring it to third parties outside of Arcadis.

Please contact your local legal team as in most

cases a contract with the third party will be needed

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© Arcadis 2015

PROFESSIONAL INTEGRITY

It is essential to act with integrity in all professional matters

• Be respectful and courteous towards your

colleagues. You should seek an open and

inclusive atmosphere and communicate in

an appropriate and positive manner with

your colleagues

• Any form of discrimination or harassment

is not accepted

Office Conduct –Key principles

• You should maintain records of your (trans)actions in an

accurate and transparent manner and in accordance with

applicable procedures

• You should keep correct and accurate records, such as

invoices, accounts, employee timesheets or expense

sheets

• You should maintain the confidentiality of information that

is obtained from the client in the process of performing our

services. You should also keep confidential any document

or report prepared for a client unless otherwise agreed

• You are responsible for the proper use, protection and

conservation of Arcadis’ assets and resources. This

includes all Arcadis’ (intellectual) properties, equipment,

financial data, company know-how and

confidential information

Record keeping, fraud, confidentiality & proper use of companies assets

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© Arcadis 2015

PROFESSIONAL INTEGRITY – DO’S AND DON’TS

DO NOT…

• …use Arcadis’ assets, resources or information for

your or your family’s or friends’ personal benefit

• …seek to hide or conceal a transaction or payment,

mischaracterize it, or record or deal it with other than

in accordance with approved procedures

• … disclose any of Arcadis’ or clients’ confidential

information

• … share non-public information which can generally

be expected to affect the share price of Arcadis’ or

clients’ shares until the information is publicly

released by authorized management in accordance

with applicable legal requirements and stock

exchange regulations

• … trade in Arcadis securities whilst in possession of

‘inside information’

DO…

• …treat your colleagues and customers as you would

like to be treated yourself

• …contribute to an open and trusting working

environment by discussing business dilemmas and

issues with colleagues or your supervisor

• …record your time and bill clients correctly. For

example, if you have been asked to enter your

timesheet in advance and you end up spending less

time, correct the timesheet. If you don’t, you are

defrauding clients

Employees are encouraged to demonstrate the Arcadis values: Integrity, Client Focus, Collaboration and Sustainability

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© Arcadis 2015

WHAT DO I DO, WHEN?

Reporting wrongdoing is very important and the right thing to do!

When you suspect a violation of our core values, the AGBP,SACS or other external or internal policies and regulations hasoccurred or may occur, it is important to report this. Arcadisrecognizes it may be not be easy to report wrongdoing,however, when we know of a (potential) issue, we can addressit and can probably mitigate (some of the) consequences.Please use the following reporting lines:

1. To your immediate supervisor;

2. To your local management;

3. To your local Compliance Officer/Committee;

4. To the management of the region;

5. To the regional Compliance Officer/Committee;

6. To the corporate Compliance Officer/Committee; or

7. To the Arcadis Audit & Risk Committee.

If the person first listed is not available to you, the issueconcerns that person, or if you are not comfortable reporting tosuch person, you should report to the next person mentioned

…I suspect a violation?

If you are not comfortable with the reporting procedure

or prefer to remain anonymous, you can call the

Integrity Line (click here for a list of free-phone

numbers in each country)

…I prefer to remain anonymous?

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© Arcadis 2015

HOW DOES THE INTEGRITY LINE WORK?

• If you wish to remain totally anonymous, you can report violations through the Integrity Line

• As long as you raise a compliance-concern in good faith, you will be protected against retaliation

• The Integrity Line is managed independently by an external party: SpeakUp

1

2

3

4

• SpeakUp transcribes and

translates your message

• Message notice sent by

e-mail to Chief Compliance Officer

• Dial freephone number

• Receive instructions in your own language

• Receive unique case-number

• Leave your message

• SpeakUp is notified by e-mail of the reply

• SpeakUp translates the reply and records

voice message under case-number

• You can listen to the

message

• Compliance Officer reads

your message

• Compliance Officer leaves

written reply to your message

Arcadis will not hold employees accountable for any loss of business resulting from compliance with the AGBP and SACS 19

© Arcadis 2015

BE AWARE OF CONSEQUENCES OF VIOLATING THE AGBP AND SACS, FOR THE COMPANY AND FOR YOU INDIVIDUALLY

Violations of the AGBP and SACS could also be a violation of laws and regulations and expose Arcadis and individuals to prosecution and fines

• Adherence to the AGBP and SACS is required of every person working for

Arcadis

• The AGBP and SACS incorporate key principles in the areas of, among

others, fair competition, privacy, anti-bribery and corruption. Violations of

legislation in these areas expose both Arcadis and individuals to sanctions.

Arcadis risks company prosecution, penalties and fines. Individuals risk

fines and imprisonment

• Violating the AGBP, SACS and/or legislation may also have other severe

consequences for Arcadis, such as reputational damage, issues with

(potential) clients and a decrease in Arcadis’ share price

• Many companies and increasingly company employees have already

experienced the consequences of violating legislation first hand (see right)

• Compliance with the AGBP and SACS avoids exposure of Arcadis and

those working for it to the risk of sanctions and other harmful

consequences

• Your local legal team and compliance officer are there to help you, always

seek their guidance when in doubt

MARCH 8, 2016A former CEO of the Brazilian’s largest

construction company Odebrecht SA is

sentenced to more than 19 years in prison

for involvement in a corruption scheme at

state-run oil and energy firm Petrobras

Top 8 fines for company violations

of US anti-bribery and corruption

legislation:

1 Siemens (Germany): $800m in 2008

2 Alstom (France): $772m in 2014

3 KBR/Halliburton (USA): $579m in 2009

4 BAE (UK): $400m in 2010

5 Total SA (France) $398m in 2013

6VimpelCom (Holland/Russia)

$397.6m in 2016

7 Alcoa (U.S.) $384m in 2014

8Snamprogetti Netherlands B.V. / ENI

S.p.A (Holland/Italy): $365m in 2010

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© Arcadis 2015

SO, NOW YOU KNOW WHAT TO DO… RIGHT?

• We hope the refresher of the key principles of the AGBPand SACS in the previous slides was a useful reminder.

• These are both the basis for conducting work for Arcadis, aswell as for making the right decision when faced with anethical dilemma.

• By nature we cannot address all topics in AGBP and SACSexhaustively in this training. You can read the full text of theAGBP and SACS via the buttons on the right.

• And remember, both in the test area and in real life, trust yourinstincts as well. Even if you are not completely suresomething is an issue, if it seems suspicious, it probably is. Ifyou have a sense of discomfort, you are encouraged todiscuss this internally.

• Confirming your compliance with the AGBP and SACS

• Now, as everyone working for Arcadis is required to confirmthey have read, understood and acknowledge they willcomply with both the AGBP and SACS, we ask you to(re)confirm this on the next page by clicking on “I Agree” atthe bottom. You will then be invited to continue to the testarea.

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