AGENDA

1. Annual report of the board of directors for the fi nancial year ended December 31, 2016
2. Auditor's report for the fi nancial year ended December 31, 2016
3. Approval of the statutory and consolidated annual accounts Proposed decision: approval of the statutory and consolidated annual accounts for the fi nancial year ended December 31, 2016, including the approval of a gross dividend of 2.04 euros per share.
4. Discharge of the directors

Proposed decision: granting discharge to the directors for the performance of their duties during the fi nancial year ended December 31, 2016.

5. Discharge of the auditor Proposed decision: granting discharge to the auditor for the performance of his duties during the fi nancial year ended December 31, 2016.
6. Appointment of directors(1) 6.1 Proposed decision: approval of the renewal of the mandate of Mrs Alexia Bertrand for a period of four (4) years.

The shareholders are invited to the annual shareholders' meeting to be held on Monday May 22, 2017 at 15.00h at the company's office, Begijnenvest 113, Antwerp. The shareholders are welcome as of 14.00h in order to fulfil the admission formalities to the meeting.

Alexia Bertrand (born 1979, Belgian) took a master's degree in law at the Université Catholique de Louvain (2002) and obtained a Master of Laws degree at Harvard Law School (2005). She works as an adviser at the offi ce of the Deputy Prime Minister and Minister of Foreign Affairs since 2012, and was appointed chef de cabinet for general policy on October 1, 2015. She regularly teaches courses in negotiation techniques. From 2002 to 2012, she worked as a lawyer specializing in fi nancial and company law with Clifford Chance and later with Linklaters. For part of that time, she was a teaching assistant at the Law Faculty of the Université Catholique de Louvain and research assistant at the Katholieke Universiteit Leuven. Alexia Bertrand was appointed director at Ackermans & van Haaren in 2013.

6.2 Proposed decision: approval of the renewal of the mandate of Mr Luc Bertrand for a period of four (4) years.

Luc Bertrand (°1951, Belgian) is chairman of the board of directors of Ackermans & van Haaren. He graduated in 1974 as a commercial engineer (KU Leuven). He began his career at Bankers Trust, as Vice-President and Regional Sales Manager, Northern Europe. Luc Bertrand was appointed director at Ackermans & van Haaren in 1985 and he was chairman of the executive committee of Ackermans & van Haaren from 1990 till May 23, 2016. Luc Bertrand is also chairman of the board of directors of CFE, DEME and Sipef and he is director at Delen Private Bank, Bank J.Van Breda & C° and Atenor Group. Outside the group he is director at ING Belgium, chairman of de Duve Institute and Middelheim Promotors and member of the board of KU Leuven, Voka, Institute of Tropical Medicine, Europalia and Museum Mayer van den Bergh.

6.3 Proposed decision: approval of the renewal of the mandate of Mr Frederic van Haaren for a period of four (4) years.

Frederic van Haaren (°1960, Belgian) is an independent entrepreneur and Alderman of the municipality of Kapellen in charge of environment, energy, plantations, housing and cemeteries. He is also active as a director for various companies and associations: director at water-link and at Koepel van Vlaamse Bosgroepen, chairman of the non-profi t organization Consultatiebureau voor het Jonge Kind in Kapellen, of Zonnekind primary school in Kalmthout and of Bosgroepen Antwerpen Noord, as well as member of the police council of the police zone Noord. Frederic van Haaren was appointed director at Ackermans & van Haaren in 1993.

Remuneration: The chairman of the board of directors is entitled to a fi xed annual base remuneration of maximum 410,000 euros. Each director is entitled to an annual base remuneration of 30,000 euros and an attendance fee of 2,500 euros per meeting of the board of directors or of an advisory committee, with the exception of the nomination committee. An additional annual remuneration of 10,000 euros is granted to the chairman of the audit committee, 5,000 euros to the members of the audit committee and 2,500 euros to the members of the remuneration committee.

7. Remuneration report Proposed decision: approval of the remuneration report.

8. Questions

ANNUAL SHAREHOLDERS' MEETING 2017

PRACTICAL FORMALITIES

1. Requirements for admission

Shareholders may attend the general meeting and exercise their voting rights if they meet the following conditions:

(i) on the basis of the registration procedure described below, the company must be able to determine that they are in possession of the shares with which they wish to participate in the meeting at midnight, Belgian time, on Monday May 8, 2017 (i.e. the "Registration Date"), and
(ii) these shareholders must explicitly confi rm, no later than Tuesday May 16, 2017, that they wish to attend the meeting as described below.

A. Registration

Only persons who are shareholders on the Record Date are entitled to attend and vote at the general meeting.

The registration procedure is as follows:
For the holders of registered shares:
The holders of registered shares must be registered in the company's share register on the Registration Date (midnight, Belgian time, on May 8, 2017) for the number of shares with which they wish to participate in the general meeting. The company will verify the shareholding on the Registration Date on the basis of the entry in the share register.
For the holders of dematerialised shares:
The shares with which the shareholder wishes to participate in the general meeting must be registered in his/her securities account on the Registration Date (midnight, Belgian time, on May 8, 2017).

The shareholders must request their fi nancial institution (bank, recognised account holder or settlement institution):

(a) to provide a certifi cate stating the number of shares they owned on the Registration Date and with which they wish to participate in the general meeting; and
(b) to submit this certifi cate to Delen Private Bank by Tuesday May 16, 2017 at the latest (by e-mail: [email protected]).

B. Confi rmation of participation

In addition, and no later than midnight, Belgian time, on Tuesday May 16, 2017, the shareholders must explicitly confi rm that they wish to participate in the general meeting, as follows:

• For the holders of registered shares: The holders of registered shares must confi rm their participation to the company no later than Tuesday May 16, 2017, indicating the number of shares with which they wish to participate in the meeting. They can do this by mail (Begijnenvest 113, 2000 Antwerp), by fax (+ 32 (0)3 225 25 33) or by e-mail ([email protected]).

● For the holders of dematerialised shares: The holders of dematerialised shares must confi rm their participation to the company no later than Tuesday May 16, 2017, indicating the number of shares with which they wish to participate in the meeting. They can ask their fi nancial institution to simultaneously confi rm their participation to Delen Private Bank together with the confi rmation of their registration. Shareholders can also inform the company directly by mail (Begijnenvest 113, 2000 Antwerp), by fax (+ 32 (0)3 225 25 33) or by e-mail ([email protected]).

Summary:

The holders of registered shares must contact the company to confi rm their participation and the number of shares with which they intend to participate no later than Tuesday May 16, 2017.
The holders of dematerialised shares must ask their fi nancial institution to provide a certifi cate to Delen Private Bank no later than Tuesday May 16, 2017. They can also ask their fi nancial institution to simultaneously notify Delen Private Bank confi rming their participation and the number of shares with which they intend to participate, or they can confi rm this directly to the company.

2. Shareholders who wish to be represented at the meeting

Any shareholder who has fulfi lled the admission requirements described under 1 above may arrange to be represented at the general meeting by a proxy holder. The proxy holder does not have to be a shareholder. Except for the cases provided for in the Belgian Companies Code, a shareholder may only appoint one person as proxy holder.

We recommend using the proxy form available on our website http://en.avh.be/ackermans-van-haaren/algemene-vergadering. This proxy form can be obtained on demand at the following number +32 (0)3 231 87 70.

The proxy must be sent to the company in writing. This can be done by mail (Begijnenvest 113, 2000 Antwerp), by fax (+ 32 (0)3 225 25 33) or by e-mail ([email protected]). The company must receive the proxy by Tuesday May 16, 2017 at the latest. In case you have sent us the proxy by fax or by e-mail, your proxy holder is requested to deliver the original before the start of the shareholders' meeting.

Any appointment of a proxy holder must be carried out in accordance with Belgian law, in particular with regard to confl icts of interest and record keeping.

The shareholders who want to be represented by a proxy holder must comply with the above registration and confi rmation procedure (see note 1).

3. Right to add items to the agenda

One or more shareholders holding together at least 3% of the company's share capital, are entitled to add new items to the agenda of the shareholders' meeting and fi le resolution proposals in relation to items on or to be added to the agenda.

Shareholders who wish to exercise this right to add items to the agenda must meet the following conditions:

(i) prove that on the date of their request, they own at least 3% of the share capital, either by means of a certificate of registration of the relevant shares in the share register of the company, or by means of a certificate issued by the bank certifying that the relevant number of dematerialized shares is registered in their name in their account, and (ii) prove that they still own their above-mentioned percentage of shares on the Registration Date (midnight, Belgian time, on Monday May 8,

2017).

The requests, referred to in paragraph one, need to be formulated in writing and should contain, as the case may be, the new items to be discussed and the relevant resolution proposals or the text of the resolution proposals to be added to the agenda. The request should also contain a mail or e-mail address to which the company may send a confi rmation of receipt.

The company must receive all requests by Sunday April 30, 2017 at the latest. They can be sent to the company by e-mail at the following address [email protected].

The company will publish an amended agenda and proxy form, if any, by Friday May 5, 2017 at the latest (on the website of the company, in the Belgian offi cial gazette and in the press).

The proxies that have been notifi ed to the company before the publication of the revised agenda will remain valid. With regard to the new items on the agenda of the general meeting, however, the proxy holder may deviate from the instructions of the principal if the execution of such instructions could jeopardize the interests of the principal. The proxy holder must inform the principal of this. The proxy must state whether the proxy holder is authorized to vote on the new agenda items, or whether he/she should not vote with regard to the new agenda items.

4. Right to submit questions

Shareholders are entitled to submit questions in writing to the directors and the auditor regarding their report or items on the agenda, provided any communication of information or facts in response to such questions does not prejudice the company's business interests or the confi dentiality undertakings of the company, its directors or auditors. The questions will be answered during the shareholders' meeting pro-

vided the shareholder concerned has complied with all formalities of admission to the meeting.

The questions can be asked by mail (Begijnenvest 113, 2000 Antwerp), by fax (+32 (0) 3 225 25 33) or by email ([email protected]) prior to the general meeting. The company must receive these questions by Thursday May 16, 2017 at the latest.

5. Available documents

Each shareholder can obtain a free copy of the annual accounts, the

annual report and the auditor's report, as well as of the agenda of the annual general meeting and the proxy form at the registered offi ce of the company during offi ce hours. Requests for a free copy may also be sent by e-mail [email protected] or by letter (Ackermans & van Haaren NV, attn Brigitte Stockman, Begijnenvest 113, 2000 Antwerp).

6. Website

All documents relating to the annual shareholders' meeting are available on http://en.avh.be/ackermans-van-haaren/algemene-vergadering.

The Board of Directors - March 29, 2017

(1) The CV's of the persons concerned can be downloaded from the website www.avh.be and a copy can be obtained on demand at the following number +32 (0)3 231 87 70.

Ackermans & van Haaren NV ● Begijnenvest 113 ● 2000 Antwerp Tel. +32 3 231 87 70 ● [email protected] ● www.avh.be BTW BE 0.404.616.494 ● RPR Antwerpen

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