Arcadis N.V. and IBI Group Inc.

Headnote

National Policy 11-203 Process for Exemptive Relief Application in Multiple Jurisdictions -- application from a Netherlands listed company (Parent) and its Canadian wholly-owned subsidiary (Subco) for a decision exempting (i) Subco from certain continuous disclosure requirements, certification requirements and audit committee requirements and (ii) insiders of Subco from certain insider reporting requirements. Subco is a wholly-owned subsidiary of Parent, but has outstanding debt securities held by investors and is a reporting issuer. Parent will provide a full and unconditional guarantee of Subco's debt securities. Subco cannot rely on the credit support issuer exemption in section 13.4 of NI 51-102 because Parent is not an "SEC issuer". Relief granted on conditions substantially analogous to the conditions contained in section 13.4 of NI 51-102 and also on the condition that Parent meets the definition of "designated foreign issuer" in National Instrument 71-102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers except for the fact that it is not a reporting issuer in a jurisdiction.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., s. 121(2)(a)(ii).

Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 158(1.1).

National Instrument 51-102 Continuous Disclosure Obligations, ss. 13.1 and 13.4.

National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, s. 8.6.

National Instrument 52-110 Audit Committee, s. 8.1.

National Instrument 55-102 System for Electronic Disclosure by Insiders, s. 6.1.

National Instrument 55-104 Insider Reporting Requirements and Exemptions, s. 10.1.

National Instrument 58-101 Corporate Governance Practices, s. 3.1.

October 3, 2022

IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO (the "Jurisdiction") AND IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS AND IN THE MATTER OF ARCADIS N.V. ("Arcadis") AND IBI GROUP INC. ("IBI") (the "Filers")

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filers for a decision under the securities legislation of the Jurisdiction (the "Legislation") exempting:

(a) IBI from the requirements of Parts 4 through 12 of National Instrument 51-102 Continuous Disclosure Obligations ("NI 51-102") pursuant to section 13.1 of NI 51-102;

(b) IBI from the requirements of National Instrument 58-101 Disclosure of Corporate Governance Practices ("NI 58-101") pursuant to section 3.1 of NI 58-101 (collectively with the requirements under clause (a) above, the "Continuous Disclosure Requirements");

(c) IBI from the requirements of National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings ("NI 52-109") pursuant to section 8.6 of NI 52-109 (the "Certification Requirements");

(d) IBI from the requirements of National Instrument 52-110 Audit Committees ("NI 52-110") pursuant to section 8.1 of NI 52-110 (the "Audit Committee Requirements"); and

(e) the insiders of IBI from the insider reporting requirements and requirement to file an insider profile under National Instrument 55-102 System for Electronic Disclosure by Insiders ("NI 55-102"), National Instrument 55-104 Insider Reporting Requirements and Exemptions ("NI 55-104") and the Securities Act (Ontario) (the "OSA"), in each case as applicable, in respect of securities of IBI (the "Insider Reporting Requirements");

subject to the terms and conditions set out below (collectively, the "Exemption Sought").

Furthermore, the principal regulator in the Jurisdiction has received an application from the Filers for a decision under the Business Corporations Act (Ontario) (the "OBCA") exempting the successor corporation resulting from a continuance of IBI under the OBCA from the requirements contained in section 158 of the OBCA (the "OBCA Audit Committee Requirements").

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(a) the Ontario Securities Commission is the principal regulator for the application; and

(b) other than for the OBCA Audit Committee Requirements, the Filers have provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 Passport System is intended to be relied upon in the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Québec, New Brunswick, Nova Scotia, Newfoundland and Labrador and Prince Edward Island, and each of the Territories of the Northwest Territories, Nunavut and Yukon.

Interpretation

Defined terms contained in National Instrument 14-101 Definitions have the same meaning if used in this decision, unless otherwise defined.

Representations

This decision is based on the following facts represented by the Filers:

Arcadis

1. Arcadis is incorporated pursuant to the laws of the Kingdom of the Netherlands with its principal executive offices in Amsterdam, Netherlands. Arcadis' shares are traded on NYSE Euronext Amsterdam (the "Amsterdam Stock Exchange") under the symbol "ARCAD". Arcadis is a member of the AMX Index as well as the Next 150 Index.

2. Arcadis is a leading global Design & Consultancy organization for natural and built assets. Arcadis works in partnership with its clients in applying market sector insights and collective design, consultancy, engineering, project and management services in order to deliver sustainable outcomes throughout the lifecycle of their natural and built assets. Arcadis employs approximately 29,000 people, is active in over 70 countries and generates approximately [EURO]3.4 billion in revenues annually.

3. The Netherlands is a member of the European Union and Arcadis, as a company listed on the Amsterdam Stock Exchange in the Netherlands is subject to (i) the financial reporting requirements of the Financial Supervision Act (Netherlands) (Wet op het financieel toezicht -- Wft) enforced under the supervision of the Dutch Authority for the Financial Markets ("AFM"), (ii) Euronext Rule Book I (Harmonised Rules) and Euronext Amsterdam Rule Book II (together with notices and policies approved and adopted by the AFM pertaining to companies listed on the Amsterdam Stock Exchange), and (iii) the Dutch Civil Code (Burgerlijk Wetboek) and the Dutch Corporate Governance Code (collectively, the "Netherlands Listing Rules"). In particular, financial statements prepared in accordance with International Financial Reporting Standards are required by the Netherlands Listing Rules to be filed on a semi-annual basis. Under the Netherlands Listing Rules, Arcadis' annual financial statements are required to be published and filed with the AFM concurrently as soon as possible and, in any event, within four months of Arcadis' financial year end, which is December 31. The half-yearly financial statements in respect of the first six months of Arcadis' financial year are required to be published and filed with the AFM concurrently as soon as possible and, in any event, no later than three months after the end of the period. Arcadis has regularly published and filed its financial statements with the AFM well in advance of the latest date permitted by the Netherlands Listing Rules, and generally publishes its annual financial statements in February and its half-yearly financial statements in July of each year. Pursuant to the Netherlands Listing Rules, Arcadis is required, in addition to and concurrent with its financial statements, to publish annual and half-yearly Executive Board reports providing an explanation of material events and transactions that have taken place and a general description of the financial position and performance of Arcadis during the relevant period.

4. Arcadis is also subject to the reporting requirements of the European Market Abuse Regulation (EU) 596/2014 ("MAR"), applicable to issuers listed on the Amsterdam Stock Exchange, which requires immediate disclosure of any "inside information" directly or indirectly concerning the issuer or the relevant financial instruments, which broadly includes any non-public information of a precise nature which, if made public, would be likely to have a significant effect on the prices of the relevant financial instruments or on the prices of related financial instruments. In addition, the MAR also requires the notification of any change in the number and type of securities of the issuing entity that are held by each member of the Executive Board and Supervisory Board of the issuing entity. Further, the members of Arcadis' Executive Board and Supervisory Board are required to disclose acquisition or sale transactions details that result in a change in share ownership exceeding or falling below certain percentage ownership thresholds.

5. Arcadis is in compliance with the Netherlands disclosure requirements concerning the disclosure made to the public, to securityholders of Arcadis and to the AFM relating to Arcadis and the trading of its securities as required under, without limitation, the Netherlands Listing Rules and the MAR (collectively, the "Netherlands Disclosure Requirements"), and has filed all documents that it is required to have filed by the Netherlands Disclosure Requirements.

6. Arcadis is not a "reporting issuer" in any of the provinces or territories of Canada.

7. Arcadis is not in default of securities legislation in any of the provinces or territories of Canada.

8. Arcadis does not have a class of securities registered under section 12 of the United States Securities and Exchange Act of 1934 (the "1934 Act") and is not required to file reports under section 15(d) of the 1934 Act.

9. The total number of equity securities of Arcadis owned, directly or indirectly, by residents of Canada does not exceed 10 per cent, on a fully diluted basis, of the total number of Arcadis' equity securities.

IBI

10. IBI is the successor to IBI Income Fund, following the completion of the conversion of IBI Income Fund from an income trust to a corporate structure by way of a court-approved plan of arrangement under the Canada Business Corporations Act ("CBCA") on January 1, 2011 (the "2011 Arrangement"). IBI was incorporated on June 30, 2010 under the CBCA and did not carry on any active business prior to the 2011 Arrangement. Following the 2011 Arrangement, IBI operates through its operating subsidiary, IBI Group, an Ontario general partnership, the current partners of which are IBI and IBI Group Management Partnership (and one of its affiliated partnerships) (collectively, the "Management Partnership"). IBI holds all of the Class A partnership units of IBI Group and the Management Partnership collectively holds all of the Class B Partnership Units, the latter of which are exchangeable into Common Shares on a one-for-one basis.

11. IBI is an international, multi-disciplinary provider of a broad range of professional services, products and solutions focused on the physical development of cities. The business of IBI is conducted indirectly through IBI Group and its subsidiary entities, including the provision of professional services and technologies in its three main business sectors, being infrastructure, buildings and intelligence.

12. As of the date hereof, the authorized capital of IBI consists of an unlimited number of common shares of IBI ("Common Shares"), of which 31,211,021 are issued and outstanding, and an unlimited number of non-participating voting shares of IBI ("Non-Participating Voting Shares"), of which 6,282,222 are issued and outstanding. The Non-Participating Voting Shares enable the Management Partnership, which own an equivalent number of Class B partnership units in IBI Group ("Class B Partnership Units") (which are exchangeable into Common Shares of IBI), to vote such Class B Partnership Units as if they were Common Shares of IBI. Class B Partnership Units cannot be transferred without transferring the corresponding number of Non-Participating Voting Shares.

13. IBI is a reporting issuer in each of the Provinces and Territories of Canada and is not in default of securities legislation in any of the Jurisdictions.

14. As of the date hereof, in addition to the Common Shares and Non-Participating Voting Shares, IBI has issued and outstanding $46,000,000 in aggregate principal amount of 6.50% senior unsecured debentures due December 31, 2025 (the "6.5% Debentures") issued pursuant to the trust indenture dated as of September 30, 2009 between IBI Income Fund (predecessor to IBI) and CIBC Mellon Trust Company, as amended and/or supplemented from time to time, and most recently pursuant to a sixth supplemental indenture between IBI and BNY Trust Company of Canada (as successor trustee to CIBC Mellon Trust Company, the "Debenture Trustee") dated as of October 2, 2020 (collectively, the "Debenture Indenture").

15. The terms of the Debenture Indenture governing the 6.5% Debentures do not require IBI to provide, prepare or furnish to the Debenture Trustee nor to holders of the 6.5% Debentures any annual or quarterly financial statements.

16. The Debenture Indenture requires that IBI use reasonable commercial efforts to maintain the listing of the Common Shares and the 6.5% Debentures on the Toronto Stock Exchange, and to maintain IBI's status as a "reporting issuer" not in default of applicable securities laws; provided that the foregoing covenant will not prevent or restrict IBI from carrying out certain specified transactions even if as a result of such transaction IBI ceases to be a reporting issuer in any of the Provinces or Territories of Canada or if the Common Shares or 6.5% Debentures cease to be listed on the Toronto Stock Exchange. Pursuant to the Debenture Indenture, such specified transactions include transactions (i) that substantially preserve and do not impair the rights and powers of the Debenture Trustee and the holders of the 6.5% Debentures and (ii) upon the consummation of which, the 6.5% Debentures will continue to be valid and binding obligations of IBI (or a successor entity), entitling the holders thereof to all of their rights under the Debenture Indenture as against IBI (or such successor entity). Following consummation of the Arrangement (as defined below), IBI (or a successor entity) will continue to be bound by the terms of the Debenture Indenture and will preserve and not impair any rights and powers of the Debenture Trustee and the holders of 6.5% Debentures.

17. The 6.5% Debentures are not redeemable prior to December 31, 2023, other than upon the occurrence of a change of control of IBI. In particular, the Debenture Indenture requires that within 30 days following the completion of the Arrangement, IBI will be required to deliver to the Debenture Trustee notice in writing advising of the Arrangement and resulting change of control of IBI, together with an offer in writing to purchase all of the 6.5% Debentures then outstanding from the holders thereof at a price equal to 100% of the principal amount of the 6.5% Debentures plus accrued and unpaid interest thereon up to the proposed purchase date for any 6.5% Debentures properly tendered in acceptance of such offer (the "Mandatory Offer"). The 6.5% Debentures are not subject to any compulsory acquisition rights unless the Mandatory Offer is accepted by holders representing at least 90% of the outstanding principal amount of the 6.5% Debentures.

18. In addition to the Mandatory Offer, the Debenture Indenture also provides IBI, following the completion of the Arrangement and resulting change in control of IBI, an optional right to redeem for cash all 6.5% Debentures at a redemption price equal to 103.25% of the principal amount together with interest in such amount as would be payable up to and including December 31, 2023 had the 6.5% Debentures not been redeemed. Further, the 6.5% Debentures are redeemable at IBI's option (i) on and after December 31, 2023 and prior to December 31, 2024 at 103.25% of the principal amount plus accrued and unpaid interest, if any, up to but excluding the date set for redemption and (ii) on or after December 31, 2024 and prior to maturity on December 31, 2025 at the principal amount plus any accrued and unpaid interest at the time of redemption.

19. The Filers are not in a position to determine what level of acceptance there may be by the holders of the 6.5% Debentures in connection with the Mandatory Offer.

20. None of the 6.5% Debentures are convertible into or exchangeable for any other securities of IBI or any other entity, whether equity or voting securities or otherwise.

21. IBI's Common Shares will be delisted from the Toronto Stock Exchange as soon as practicable following the completion of the Arrangement. The 6.5% Debentures are listed on the Toronto Stock Exchange. No other securities of IBI are listed on a securities exchange. No securities of IBI Group are listed on a securities exchange.

Arcadis guarantee

22. On July 18, 2022, IBI entered into an arrangement agreement with Arcadis, Arcadis Canada Holding I Inc. and Arcadis Canada Holding II Inc. (together, with Arcadis Canada Holding I Inc., the "Purchaser"), providing the terms and conditions upon which the Purchaser, among other things, agreed to acquire all of the issued and outstanding Common Shares and all of the Class B Partnership Units, for cash consideration of C$19.50 per Common Share or Class B Partnership Unit, as applicable (the "Consideration"), by way of a statutory plan of arrangement (the "Arrangement") under the CBCA. The Arrangement closed on September 27, 2022 following, among other things, (i) approval of the Arrangement by the shareholders of IBI at a special shareholder' meeting scheduled to be held on September 16, 2022, and (ii) the receipt of the Final Order of the Ontario Superior Court of Justice (Commercial List) in respect of the Arrangement scheduled to be held on September 20, 2022. As a result of the completion of the Arrangement, IBI is now an indirect wholly-owned subsidiary of Arcadis, and Arcadis is the indirect beneficial owner (and the Purchaser will become the direct owner) of all of the outstanding equity securities of IBI. Pursuant to the Arrangement, each stock option to purchase Common Shares of IBI ("Options") outstanding prior to the effective time of the Arrangement shall be deemed to be unconditionally vested and exercisable, and such Option shall, without any further action by or on behalf of the holder of such Option, be deemed to be assigned and transferred by such holder to IBI in exchange for a cash payment from IBI equal to the amount (if any) by which the Consideration exceeds the exercise price of such Option, less applicable withholdings, and each Option shall immediately be cancelled. In addition, each deferred share unit ("DSU") and each performance share unit ("PSU") outstanding prior to the effective time of the Arrangement, whether vested or unvested, shall, without any further action by or on behalf of the holder of such DSU or PSU, as applicable, be deemed to be assigned and transferred by the holder thereof to IBI in exchange for a cash payment from IBI equal to the Consideration, less applicable withholdings, and each DSU or PSU, as applicable, shall immediately be cancelled. In addition, IBI has redeemed all of the issued and outstanding Non-Participating Voting Shares for $0.000001, as provided for in the articles of IBI.

23. In connection with the completion of the Arrangement, Arcadis will execute a full and unconditional guarantee of the payments to be made by IBI for outstanding principal and interest of the 6.5% Debentures (the "Guarantee"), as stipulated in the terms of the Debenture Indenture, the 6.5% Debentures or in one or more agreements governing the rights of holders of the 6.5% Debentures, that results in the holders of the 6.5% Debentures being entitled to receive payment from Arcadis within 15 days of any failure by IBI to make a payment. No other person or company has provided, or will provide, a guarantee or alternative credit support (as such term is defined in NI 51-102) for the payments to be made under any issued or outstanding securities of IBI. The Guarantee may be executed as a stand-alone document (rather than as an amendment or supplement to the Debenture Indenture). The Guarantee will be governed by the laws of Ontario and will be a valid, binding and enforceable obligation of Arcadis in favour of the Debenture Trustee and holders of the 6.5% Debentures. IBI will file a copy of the Guarantee on SEDAR promptly after it is executed.

Need for consistency with Arcadis' reporting obligations

24. As a result of the closing of the Arrangement, the only securities of IBI owned by persons other than the Purchaser are the 6.5% Debentures, the obligations of which, following closing of the Arrangement, will be guaranteed by Arcadis. Because IBI is an indirect, wholly-owned subsidiary of Arcadis following closing of the Arrangement, Arcadis wishes to conform IBI's financial reporting schedule to Arcadis' reporting obligations pursuant to the Netherlands Disclosure Requirements in order to avoid potentially misleading and incomplete financial information being made available to Arcadis' shareholders.

25. Consistent with the Netherlands Listing Rules, Arcadis releases its financial statements semi-annually. Furthermore, under the Netherlands Listing Rules, Arcadis' half-year financial statements are required to be published and filed with the AFM concurrently as soon as possible, and in any event, no later than three months following the end of the reporting period, whereas NI 51-102 would require IBI to prepare interim quarterly financial statements and for such statements to be filed within 45 days of the end of the relevant quarter. In addition, the Netherlands Listing Rules require the publication and concurrent filing with the AFM of annual management reports and annual financial statements within four months of a financial year end whereas NI 51-102 would require IBI to file its annual financial statements and annual information form within 90 days of its year end. Arcadis is of the view that the release of IBI's interim or annual financial statements without the simultaneous release by Arcadis of its consolidated financial statements could be misleading to Arcadis securityholders.

26. Unless the Exemption Sought is granted, IBI will be required to release its financial statements on a quarterly basis and on a schedule which differs from Arcadis' financial reporting schedule such that Arcadis' securityholders would have access to the financial statements of a subsidiary without the benefit of Arcadis' complete financial results. This could lead to confusion as to, among other things, the impact of IBI's results on Arcadis' overall business.

The Exemption Sought will not prejudice IBI securityholders

27. In light of the assurance to be provided by the Guarantee, the Filers submit that the granting of the Exemption Sought will not be prejudicial to the public interest or to the interests of holders of the 6.5% Debentures.

28. Holders of Common Shares and Non-Participating Voting Shares will not be prejudiced by the Exemption Sought since, following completion of the Arrangement, all Common Shares are owned by the Purchaser, all Non-Participating Voting Shares have been redeemed and there are no outstanding securities of IBI that are convertible into Common Shares.

29. The 6.5% Debentures entitle the holders only to the payment of principal and interest and do not entitle the holders thereof to receive or to convert into other securities which are entitled to participate in the earnings of IBI.

30. None of the 6.5% Debentures entitle the holders thereof to any residual right to participate in the earnings of IBI or to participate in the distribution of the assets of IBI upon a liquidation or winding up and accordingly the 6.5% Debentures are not equity securities.

31. Because holders of the 6.5% Debentures are entitled only to fixed payments or payments based upon market interest rates, the value of the Debentures are not as sensitive to fluctuations in the financial results of Arcadis as the value of equity securities would be.

32. Moreover, holders of the 6.5% Debentures do not have any contractual entitlement to receive quarterly financial statements of IBI. To that end, the terms of the Debenture Indenture governing the 6.5% Debentures do not require IBI to furnish quarterly financial statements. While the Debenture Indenture requires IBI to use reasonable commercial efforts to maintain IBI's status as a reporting issuer and listing of the Common Shares and the 6.5% Debentures, the Debenture Indenture expressly permits certain specified transactions (such as the Arrangement) that will preserve and not impair the rights and powers of the Debenture Trustee and the holders of the 6.5% Debentures even if as a result of such transaction IBI ceases to be a reporting issuer in any of the provinces or territories of Canada or if the Common Shares or 6.5% Debentures cease to be listed on the Toronto Stock Exchange. Further, the Guarantee from a creditworthy entity such as Arcadis only bolsters the expectation that IBI's obligations under the Debenture Indenture will be satisfied, following the consummation of the Arrangement.

33. In addition, if the Exemption Sought is granted, the holders of 6.5% Debentures will benefit from continued consistency in the schedule of the financial reporting that they receive.

Exemption under NI 51-102 would be available except that Arcadis is not an SEC Issuer

34. For the purposes of NI 51-102, as a result of the Guarantee, Arcadis would be a "credit supporter", IBI would be a "credit support issuer" and the 6.5% Debentures would fall within the definition of "designated credit support securities". But for the fact that Arcadis is neither an "SEC issuer" nor a reporting issuer in a designated Canadian jurisdiction, Arcadis and IBI would qualify for the exemption in subsection 13.4(2) of NI 51-102.

35. Although Arcadis does not provide disclosure in accordance with the requirements of the SEC, as a senior issuer on the Amsterdam Stock Exchange, Arcadis is required to comply with the most rigorous disclosure requirements in the Netherlands. The Dutch capital markets and the Netherlands Disclosure Requirements, in particular, are widely regarded globally as being eminently reliable and regulated by thorough and reliable regulators pursuant to an effective disclosure regime. Additionally, the Netherlands is a "designated foreign jurisdiction" for the purposes of National Instrument 71-102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers ("NI 71-102") and the exemptions from NI 51-102 available to "designated foreign issuers" under NI 71-102.

Exemption under NI 71-102 would be available except that IBI is incorporated in Canada and Arcadis is not the issuer of the 6.5% Debentures

36. Under NI 71-102, "designated foreign issuers" are exempt from the filing of material change reports and business acquisition reports and from the requirements to deliver financial statements, annual information forms and management discussions and analysis, provided that the designated foreign issuer files disclosure documents that it files in its home jurisdiction and sends to Canadian securityholders copies of the documents that it is required to send to holders of its securities in its home jurisdiction. Pursuant to NI 71-102, a designated foreign issuer such as Arcadis that is not required under its home jurisdiction to provide quarterly financial statements would not be required to do so in Canada.

37. Although Arcadis would qualify as a designated foreign issuer, the relief provided by NI 71-102 is not available to relieve IBI from its continuous disclosure obligations as IBI is incorporated under the CBCA. Were Arcadis to issue in Canada debentures similar to IBI's 6.5% Debentures, the provisions of NI 71-102 would apply to relieve Arcadis from, among other things, the requirement under NI 51-102 to file quarterly financial reports. Thus, although NI 71-102 is not applicable by its terms to IBI, the instrument contemplates that certain issuers may file on a semi-annual (rather than quarterly) basis and that Canadian security holders are adequately protected by such disclosure.

38. The 6.5% Debentures are not equity securities and thus IBI would qualify as a designated foreign issuer for the purposes of NI 71-102 were it incorporated in a designated foreign jurisdiction.

39. Promptly following execution of the Guarantee, IBI will file on SEDAR a form of submission to jurisdiction and appointment of agent for service of process (the "Submission to Jurisdiction") that has been executed by Arcadis and its agent for service of process in Canada. The Submission to Jurisdiction will be substantially in the form set out in Appendix B to National Instrument 41-101 General Prospectus Requirements but will refer to the Debenture Indenture and the Guarantee rather than a prospectus.

Decision

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.

The decision of the principal regulator under the Legislation is that:

1. The exemption from the Continuous Disclosure Requirements and Audit Committee Requirements is granted provided that:

(a) Arcadis is the direct or indirect beneficial owner of all of the issued and outstanding voting securities of IBI;

(b) Arcadis is not incorporated or organized under the laws of Canada, and Canadian residents own, directly or indirectly, outstanding voting securities carrying no more than 50 per cent of the votes for the election of directors, and none of the following is true:

(i) the majority of the executive officers or directors of Arcadis are residents of Canada;

(ii) more than 50 per cent of the consolidated assets of Arcadis are located in Canada; and

(iii) the business of Arcadis is administered principally in Canada;

(c) Arcadis does not have a class of securities registered under section 12 of the 1934 Act and is not required to file reports under section 15(3) of the 1934 Act;

(d) Arcadis' ordinary shares are admitted to trading on NYSE Euronext Amsterdam and Arcadis is subject to and complies with the (i) financial reporting requirements of the Netherlands Listing Rules enforced under the supervision of the AFM, and has filed all documents that it is required to have filed by the Netherlands Listing Rules; (ii) reporting requirements of the MAR and the Netherlands Listing Rules, applicable to issuers listed on the Amsterdam Stock Exchange; and (iii) is in compliance with the Netherlands Disclosure Requirements concerning the disclosure made to the public, to securityholders of Arcadis and to the AFM relating to Arcadis and the trading of its securities and has filed all documents that it is required to have filed by the Netherlands Disclosure Requirements;

(e) the Netherlands is a designated foreign jurisdiction as such term is defined in section 1.1 of NI 71-102;

(f) the total number of equity securities of Arcadis owned, directly or indirectly, by residents of Canada does not exceed 10 per cent, on a fully-diluted basis, of the total number of Arcadis' equity securities, calculated in accordance with sections 1.2 and 1.3 of NI 71-102;

(g) IBI does not issue any securities, and does not have any securities outstanding, other than:

(i) designated credit support securities (as such term is defined in NI 51-102) for which Arcadis has provided a full and unconditional guarantee;

(ii) securities issued to and held by Arcadis or an affiliate of Arcadis;

(iii) debt securities issued to and held by banks, loan corporations, loan and investment corporations, savings companies, trust corporations, treasury branches, savings or credit unions, financial services cooperatives, insurance companies or other financial institutions; or

(iv) securities issued under exemptions from the prospectus requirement in section 2.35 of National Instrument 45-106 Prospectus and Registration Exemptions;

(h) Arcadis has provided a full and unconditional guarantee of the payments to be made by IBI, as stipulated in the terms of the Debenture Indenture and 6.5% Debentures or in one or more agreements governing the rights of holders of the 6.5% Debentures, that results in the holders of the 6.5% Debentures being entitled to receive payment from Arcadis within 15 days of any failure by IBI to make a payment, and no other person or company has provided a guarantee or alternative credit support (as such term is defined in NI 51-102) for the payments to be made under any issued and outstanding securities of IBI;

(i) IBI files on SEDAR in electronic format copies of all documents Arcadis is required to file with the AFM, make publicly available or send to its securityholders under the Netherlands Disclosure Requirements, at the same time or as soon as practicable after such documents are filed with the AFM (including, without limitation, any dissemination of regulatory information on the publicly accessible online registers maintained by the AFM), made publicly available, or sent to its securityholders, respectively, provided that IBI shall not be required to file on SEDAR prospectuses for offerings by Arcadis that do not take place in Canada;

(j) Arcadis' disclosure documents required to be filed on SEDAR pursuant to paragraph (i) above comply with the requirements of National Instrument 52-107 Accounting Principles and Auditing Standards applicable to foreign issuers;

(k) at least once a year, IBI discloses in, or as an appendix to, a document that Arcadis is required to file under the Netherlands Disclosure Requirements and that IBI files on SEDAR in the provinces and territories of Canada that:

(i) Arcadis is subject to the regulatory requirements of the AFM; and

(ii) pursuant to the terms of this decision, the principal regulator has provided IBI with exemptive relief from certain continuous disclosure requirements under the Legislation provided that, among other things, IBI files on SEDAR in the provinces and territories of Canada and provides to its securityholders the disclosure documents filed by Arcadis and provided to Arcadis' securityholders pursuant to the Netherlands Disclosure Requirements;

(l) Arcadis complies with the Netherlands Disclosure Requirements in respect of making public disclosure of material information on a timely basis and immediately issues in the provinces and territories of Canada and files on SEDAR any news release that discloses a material change in Arcadis' affairs;

(m) IBI issues in the provinces and territories of Canada a news release and files on SEDAR a material change report for all material changes in respect of the affairs of IBI that are not also material changes in the affairs of Arcadis;

(n) IBI files on SEDAR, in electronic format, in or with the copy of each consolidated interim financial report and consolidated annual financial statements of Arcadis filed pursuant to paragraph (i) above, for the periods covered by the consolidated interim financial report or consolidated annual financial statements of Arcadis filed, consolidating summary financial information for Arcadis presented with a separate column for each of the following:

(i) Arcadis;

(ii) IBI;

(iii) any other subsidiaries of Arcadis on combined basis;

(iv) consolidating adjustments; and

(v) the total consolidated amounts;

(o) the consolidating summary financial information required by paragraph (n) above shall be prepared on a basis consistent with subsection 13.4(1.1) of NI 51-102;

(p) so long as the securities issued by IBI include debt, (i) IBI concurrently sends to all holders in the provinces and territories of Canada of such securities all disclosure materials that are sent to holders of similar debt of Arcadis in the manner and at the time required by the Netherlands Disclosure Requirements, (ii) IBI concurrently files on SEDAR copies of such documents, and (iii) if any such documents are required to be sent, at least once each year, Arcadis includes with such documents the disclosure required under paragraph (k) above;

(q) in the event that IBI issues designated credit support securities that are non-convertible preferred shares or convertible preferred shares that are convertible into securities of Arcadis, (i) IBI concurrently sends to all holders in the provinces and territories of Canada of such securities all disclosure materials that are sent to holders of similar preferred shares of Arcadis in the manner and at the time required by the Netherlands Disclosure Requirements, (ii) IBI concurrently files on SEDAR copies of such documents, and (iii) if any such documents are required to be sent, at least once each year, Arcadis includes with such documents the disclosure required under paragraph (k) above;

(r) any amendments or supplements to disclosure documents of Arcadis filed by IBI on SEDAR pursuant to this decision shall also be filed on SEDAR;

(s) IBI files on SEDAR such other documents relating to Arcadis that Arcadis would be required to file under current and future requirements of the Legislation if Arcadis were a designated foreign issuer (as defined in NI 71-102) and Arcadis complies with current and future requirements of the Legislation appliable to designated foreign issuers as if Arcadis were a designated foreign issuer, provided that Arcadis will not be considered to be a reporting issuer because it complies with such requirements in order to satisfy the conditions of this decision, and provided further that any requirement of the Legislation that requires designated foreign issuers to file disclosure documents may be satisfied by the filing of such documents by IBI on SEDAR;

(t) IBI files on SEDAR a copy of the Guarantee, the Submission to Jurisdiction and any documents affecting the rights of the holders of the 6.5% Debentures, and

(u) the exemption from the Continuous Disclosure Requirements and Audit Committee Requirements will expire on the date that is five years after the date of this decision.

2. The exemption from the Certification Requirements is granted to IBI provided that:

(a) IBI qualifies for the exemption from the Continuous Disclosure Requirements and the Audit Committee Requirements and IBI and Arcadis are in compliance with the requirements and conditions set out in paragraph 1 above;

(b) IBI is not required to, and does not, file its own annual or interim filings; and

(c) the exemption from the Certification Requirements will expire on the date that is five years after the date of this decision.

3. The exemption from the Insider Reporting Requirements is granted to insiders of IBI provided that:

(a) if the insider is not Arcadis:

(i) the insider does not receive, in the ordinary course, information as to material facts or material changes concerning Arcadis before the material facts or material changes are generally disclosed; and

(ii) the insider is not an insider of Arcadis in any capacity other than by virtue of being an insider of IBI;

(b) if the insider is Arcadis, Arcadis does not beneficially own any designated credit support securities of IBI;

(c) IBI qualifies for the exemption from the Continuous Disclosure Requirements and the Audit Committee Requirements and IBI and Arcadis are in compliance with the requirements and conditions set out in paragraph 1 above; and

(d) the exemption from the Insider Reporting Requirements will expire on the date that is five years after the date of this decision.

4. The Exemption Sought is granted provided that:

(a) for any document that a condition set out in paragraphs 1 to 3 above requires to be filed on SEDAR, IBI will file an English language version of the document; and

(b) if the English language version of a document referred to in clause (a) above is a translation of the original Dutch language (or other non-English language) version of the document, it will be accompanied by a certificate as to the accuracy of the translation of the filed document.

Furthermore, the decision of the principal regulator under the OBCA is that the exemption from the OBCA Audit Committee Requirements is granted to the successor corporation following a continuance by IBI under the OBCA provided that:

1. IBI qualifies for the exemption from the Continuous Disclosure Requirements and the Audit Committee Requirements and IBI and Arcadis are in compliance with the requirements and conditions set out in paragraph 1 above;

2. the successor corporation, if any, constitutes an offering corporation under the OBCA; and

3. the exemption from the OBCA Audit Committee Requirements will expire on the date that is five years after the date of this decision.