6.29 Related parties

Related parties can be divided into subsidiaries, associates, joint ventures, the members of the Supervisory Board and the members of the Executive Board.

Transactions with subsidiaries, associates and joint ventures

Transactions with subsidiaries are fully eliminated in the consolidated financial statements and are therefore not addressed.

Royal Heijmans N.V. carries out part of its business activities in cooperation with related parties, including through joint arrangements. This is common in the Dutch construction sector, where projects are often capital-intensive, complex and risk-bearing, and knowledge, capacity and risks are shared. Significant transactions in this context include, among others, the contribution of land positions to joint arrangements and/or their financing. In addition, large and complex projects are carried out in cooperation with other companies, for example in the form of joint ventures.

Transactions between the Group on the one hand and joint ventures and associates on the other hand include, among others, capital contributions and repayments (see statement 4), transfers in connection with loans (see note '6.14 Long-term receivables'), purchases or sales of goods including inventories and the provision or receipt of services (see note '6.13 Joint ventures and associates'), as well as the provision of guarantees (see note '6.28a Contingent liabilities joint ventures').

Transactions with members of the Executive Board and members of the Supervisory Board

Apart from the remuneration explained below, there are no other transactions with the members of the Executive Board and the members of the Supervisory Board. For further details, see the remuneration report in the annual report.

Remuneration of members of the Executive Board

The Executive Board consists of two independent directors, being:

• A.G.J. (Ton) Hillen, member of the Executive Board as from 18 April 2012 and Chair of the Executive Board/CEO as from 1 December 2016; and

• G.M.P.A. (Gavin) van Boekel, member of the Executive Board/CFO as from 1 September 2021.

Fixed and variable remuneration paid to members of the Executive Board

The gross fixed and variable remuneration paid to the members of the Executive Board in 2024 and 2025, and the amounts payable in 2026, are as follows:

The variable remuneration payable in 2026 includes the long-term variable remuneration for the period 2023-2025 (see below).

For the long-term variable remuneration over the periods 2024-2026 and 2025-2027, € 763,165 has been reserved for the members of the Executive Board (2024: € 753,360 for the periods 2023-2025 and 2024-2026). € 440,716 has been reserved for Ton Hillen (2024: € 436,880) and € 322,450 has been reserved for Gavin van Boekel (2024: € 316,480).

Expenses recognised in the statement of profit or loss relating to the remuneration of the members of the Executive Board

The breakdown of the expenses per member of the Executive Board is as follows:

Ton Hillen’s pension scheme comprises the industry-wide pension fund scheme and a defined contribution plan. In addition, in 2025 Ton Hillen received compensation of € 164,221 (2024: € 142,696) for the discontinuation of pension accrual on salary above € 137,800 (€ 100,000 in 2015) and compensation of € 50,232 (2024: € 50,232) for the discontinuation of indexation in the Delta Lloyd average-salary scheme. Gavin van Boekel received compensation equal to the employer contribution that would apply upon participation in the regular pension schemes for an employee under the Construction & Infrastructure collective labour agreement. The contribution of € 80,131 comprises the premium for the Bpf Bouw scheme of € 8,737, the defined contribution scheme of € 9,034 and the compensation for the discontinuation of pension accrual on salary above € 137,800 of € 62,360.

The pension charge is calculated in accordance with accounting policy 20.

Bonus Investment Share Matching Plan reserve

The Bonus Investment Share Matching Plan was in effect until 1 January 2024. Participation in the Plan was voluntary.

Members of the Executive Board could invest 50% of (the net equivalent of) their short-term variable remuneration in Heijmans shares or depositary receipts for shares. The shares or depositary receipts for shares are frozen for three years after purchase. Provided that those who hold these depositary receipts for three years are still employed by the company at the end of that period, the company awards one bonus depositary receipt for each depositary receipt in which they have invested, a so-called matching share. The matching shares are frozen for two years after they have been awarded.

Under this programme, the following conditional grants of depositary receipts were made:

The conditional depositary receipts granted in April 2022 became unconditional after three years; in April 2025, the Group repurchased 6,800 depositary receipts at a share price of € 45.08 and delivered them to Ton Hillen and Gavin van Boekel. These depositary receipts are subject to a mandatory lock-up period of two years.

2.4.2 Long-term variable remuneration (LTI)

Half of the LTI is paid out in depositary receipts for Heijmans shares and half is paid out in cash. The LTI amounts to 60% of the fixed annual salary if the target level is achieved (i.e. a 100% score on the predetermined performance targets over a performance period of three years). The maximum is set at 90% of the fixed annual salary. If the targets are achieved at the minimum level, the LTI will be 45% of the fixed annual salary. If performance remains below the predetermined minimum level, no award will be made. The LTI is awarded proportionally for a performance score between the minimum and maximum realisation levels.

Under the LTI, the following conditional grants of depositary receipts were made:

Depositary receipts for shares owned on 31 December

The holding of depositary receipts is partly the result of the Share Matching Plan described above and partly the result of purchases of depositary receipts by the members of the Executive Board. The depositary receipts in Royal Heijmans N.V. held by the members of the Executive Board are made up as follows:

Remuneration of Supervisory Board members

All members of the Supervisory Board receive a fixed annual fee that is not dependent on results in any year, as explained in the remuneration report. They also receive a fixed or variable expense allowance. They have not been allocated any options or depositary receipts for shares. None of the members of the Supervisory Board holds depositary receipts in Royal Heijmans N.V., with the exception of Marc van Gelder, who held 6,000 depositary receipts at year-end 2025 (2024: 28,001 depositary receipts held by Sjoerd Vollebregt). None of the Supervisory Board members has any business links to Heijmans from which they could derive personal gain.

The following remuneration was granted in total to the members of the Supervisory Board: