APPENDIX

GROUP COMPANIES

The following is a list of the main consolidated participating interests of Koninklijke HaskoningDHV Groep B.V., Amersfoort, Netherlands (unless stated otherwise, all interests are 100%):

Besides the companies in the countries as listed above, the group has branch offices in the following countries:

Bangladesh
Colombia
Croatia
Denmark
Germany
Israel
Jordan
Lesotho
Oman
Pakistan
Peru
Sri Lanka
Taiwan
United Arab Emirates

The companies operate under the trade names of HaskoningDHV.

NON-GROUP COMPANIES

SHAREHOLDING STRUCTURE

Koninklijke HaskoningDHV Groep B.V. has two shareholders: the Stichting (foundation) HaskoningDHV and the Stichting Administratiekantoor HaskoningDHV (“the Trust Office”), which was incorporated by demerger from the Stichting HaskoningDHV. Stichting HaskoningDHV holds all A-shares (being min. 75.5% of the entire issued share capital) and the Trust Office that holds the B-shares (max. 24.5% of the entire issued share capital) equal to the issued certificates. The B-shares allow for the issue of certificates (the depository receipts) to eligible HaskoningDHV staff. The Board of the foundation exists of five members. One member has been appointed by (not out of) the Supervisory Board, the Executive Board and the combined Works Councils respectively. One member has been appointed by and out of the depositary receipts holders (candidate must meet certain qualifications). The fifth member is the Board’s chair and is an independent external individual appointed by the four other members.

Trust Office

The scope of the Trust Office will be to manage the B-shares and to issue and administer the depositary receipts for shares issued to HaskoningDHV staff. Its Board currently consists of three members. The next Board of the Trust Office will be appointed out of and by the depositary receipt holders.

Stichting HaskoningDHV (Foundation HaskoningDHV)

Objective: to manage the A-shares.

This foundation currently holds 4,717,359 A-shares.

Composition of the Board:

P.G. Boumeester (Madam Chair)
J. Bout
M. Doornekamp
J.P. Kool
R.O.T. Zijlstra

Stichting Administratiekantoor HaskoningDHV

Objective: to manage the B-shares in Koninklijke HaskoningDHV Groep B.V., and to issue and administer the depositary receipts for shares to eligible HaskoningDHV staff members.

This foundation currently holds 381,377 B-shares.

Composition of the Board:

E.Th. Holleman (Chairman)
J.D. van Eeden
J.A.M. Leeuwis - Tolboom