Corporate governance

Corporate governance is about the sound management of a company and the supervision of that management. The basic premises for Heijmans’ corporate governance structure are: good business conduct, integrity, reliability, client focus, openness and transparent management practices, including the effective supervision of same. It is also about accountability to stakeholders for the policies pursued. These stakeholders include shareholders, employees, buyers, suppliers, subcontractors, end users and society as a whole. Elements that play a role in the accountability of the policy are the strategy, the achievement of company objectives and the corporate culture.

Heijmans endorses the principles of the Dutch Corporate Governance Code to the effect that the Company is a long-term alliance of the various stakeholders involved in the Company.

Open corporate culture

At the end of 2023, Heijmans launched its recalibrated strategy, ‘Together towards 2030’. To achieve the strategy, discipline, unity and an open corporate culture are absolutely essential. We recognise the importance of good corporate governance and the Code of Conduct to achieve our business objectives and the associated corporate culture. We will therefore continue to focus on promoting the core values that are important for the realisation of the strategy. These core values are ownership, results-focused and teamwork.

Heijmans strives to maintain the highest possible standards, which means that we respect and comply with legislation, and observe and initiate guidelines that apply either to the company specifically or to the industry in general. Additionally, this means that we also strive to achieve the highest possible levels of integrity and transparency in our actions and any decision-making that affects our stakeholders. We also want to maintain a regular dialogue with stakeholders and to distribute information simultaneously and accessibly.

Compliance with the Dutch Corporate Governance Code

The Dutch Corporate Governance Code was updated in 2025 and was implemented in Dutch legislation as of 3 February 2026. Heijmans endorses the underlying principles of the Corporate Governance Code and we have implemented them in our corporate governance structure. The rules of procedure of the Executive Board, the Supervisory Board and the committees of the Supervisory Board are aligned with this. Further information on compliance with the Code can be found in the Corporate Governance Statement.

Corporate Governance Statement

The Corporate Governance Statement as referred to in Article 2(a) in conjunction with Article 3 through 3(b) of the Decree on the Content of the Management Report (Besluit inhoud bestuursverslag) and including the information required under the Decree implementing Article 10 of the Dutch Takeover Directive (Overname richtlijn) is available (in Dutch) on the Heijmans corporate website. The content of the statement forms part of the Management Report.

Reference is made to the statement for further clarification on:

  • the corporate governance structure;

  • compliance with the Dutch Corporate Governance Code;

  • the main characteristics of the management and control system in relation to the financial reporting process;

  • the functioning of the Annual General Meeting of Shareholders, its principal powers, the rights of shareholders and how they can be exercised;

  • the composition and functioning of the Executive Board, the Supervisory Board and their committees;

  • the diversity policy relating to the composition of the Executive Board and the Supervisory Board;

  • the information required under Article 1(1)(c), (d), (f), (h) and (i) of the Decree implementing Article 10 of the Dutch Takeover Directive; and

  • the information required pursuant to Article 2:392(1)(e) of the Dutch Civil Code.

Organisation of our corporate governance

Shares and depositary receipts

Depositary receipts for Heijmans shares are issued through the Heijmans Share Administration Trust (Stichting Administratiekantoor Heijmans). The purpose of the issuance of depositary receipts is to prevent arbitrary decision-making at a shareholders' meeting due to absence.

A decision to issue depositary receipts for shares is taken by the Company, not by the SA Trust. The purpose of the issuance of depositary receipts is to prevent arbitrary decision-making at a shareholders’ meeting due to a low-percentage attendance of depositary receipt holders, i.e. a low percentage of capital represented. In the Company's view, it is not desirable that, in the event of low attendance, just a few depositary receipt holders can determine the outcome of a vote.

It is important that each depositary receipt holder wishing to exercise their voting rights at a general meeting always receives an unrestricted proxy from the SA Trust for this purpose. Each depositary receipt holder is therefore able to vote at a general meeting themselves or through their proxy. It is also always possible to give voting instructions to a civil-law notary. This means there are no obstacles preventing depositary receipt holders from casting their votes.

If a depositary receipt holder does not make use of the options provided for this purpose, a representative of the SA Trust, in fact a member of the SA Trust Board, casts the votes attached to the depositary receipts of the depositary receipt holder in question. This means no votes are lost. The SA Trust also offers holders of depositary receipts the opportunity to make their views on agenda items for a general meeting known in writing to the SA Trust Board in advance. The management can then take these views into account when preparing the general meeting.

The purpose of the SA Trust is described in Article 2 of its Articles of Association (to be found (in Dutch) in the Stichting Administratiekantoor section of Heijmans' corporate website (heijmans.nl)). Important in this respect is: "In exercising the rights attached to the shares, the SA Trust is guided primarily by the interests of the holders of depositary receipts issued for the shares by the SA Trust, taking into account the interests of the company, its affiliated enterprise and all stakeholders."

The SA Trust therefore has no self-interest but considers the interests of all stakeholders, primarily those of the depositary receipt holders.

During the annual depositary receipt holders’ meeting in November, the board of the SA Trust provides an explanation of its activities in the current year. Every depositary receipt holder can register for this meeting. The minutes of that meeting are published (in Dutch) in the Stichting Administratiekantoor section of Heijmans' corporate website (heijmans.nl). The SA Trust publishes an annual report on its activities pursuant to best practices 4.5.6 and 4.5.7.

Works Council

The Works Council represents employees at Heijmans. Heijmans has a single Works Council at the level of Heijmans Nederland B.V. The Works Council also has a number of committees – comprising both Works Council and non-Works Council members – each with its own focus area, such as finance, strategy, social policy and communications. In 2025, the Works Council held five Works Council meetings, and six consultative meetings. The latter are meetings attended by the chair of the Executive Board. A member of the Supervisory Board attended two of the consultative meetings. In the course of 2025, the Works Council dealt with eight requests for approval and six requests for advice. At year-end 2025, the Works Council consisted of 23 members: eight women and fifteen men. The composition is a good reflection of the company.

Special aspects

Dividend policy

The holders of ordinary shares or depositary receipts for ordinary shares are entitled to the pay-out of a dividend. Royal Heijmans N.V. pursues a dividend policy, whereby, except in special circumstances, the aim is to achieve a pay-out ratio of 50% of the profit after taxes from ordinary business operations and whereby the dividend is paid exclusively in cash. The part of the profit that is not distributed as a dividend is to be added to the reserves pursuant to Article 31(5) of Royal Heijmans N.V.'s Articles of Association.

The Heijmans Preference Share Trust

The Heijmans Preference Share Trust has been given a call option, which gives the Trust the right to obtain preference shares in the capital of Royal Heijmans N.V. The purpose of the Trust is to protect the interests of the company and all its stakeholders. The Trust also aims to limit any impact that may impede the independence and/ or continuity and/or identity and/or strategy of the Company. The purpose of issuing protective preference shares is to provide the company with the opportunity and the time to diligently protect the above-mentioned interests in the event that the company finds itself in an undesirable situation.

Capital and related provisions

The information required pursuant to Article 1(1) of the Decree implementing Article 10 of the Dutch Takeover Directive is included below, insofar as it is not included in the Corporate Governance Statement. A full overview of all information required under the Decree implementing the Dutch Takeover Directive is included in the Takeover Directive document, which is deemed to form part of the Management Report.

Protective measures (special voting rights; limitation of voting rights)

  • The Company has no employee participation plan or employee share option plan.

  • There are no restrictions on voting rights attached to (depositary receipts for) ordinary shares.

  • The Company's Articles of Association contain the usual provisions for being considered eligible to vote and attend meetings in a shareholders' meeting.

Agreements with shareholders that could give rise to restrictions on the transfer of (depositary receipts for) shares or the voting rights.

In 2023, Heijmans acquired Whoon (formerly Van Wanrooij). As part of the purchase price, the Company issued 2,300,000 (depositary receipts for) ordinary Heijmans shares and placed these with the seller. The seller is not permitted to sell, pledge or otherwise dispose of the depositary receipts for ordinary shares or the economic interest in those depositary receipts before three years have elapsed since the transfer date, being 5 September 2023.

Limitations on the transfer of shares

Apart from the restriction in the Articles of Association on the transfer and delivery of financing B preference shares, there is no limitation in the Articles of Association or contractually on the transfer of shares or depositary receipts issued with the cooperation of the Company. Article 11 of the Company's Articles of Association states that the Executive Board must approve the transfer of financing B preference shares.

Impact of public bid on significant agreements

The agreement with the banking consortium includes a change-of-control clause with respect to the facility of €177.5 million (at year-end 2025). This clause states that the consortium must be informed of any change of control, and must then be given the option to demand early repayment. Change-of-control clauses may also appear in joint venture agreements to which subsidiaries are party.

Payment to members of the Executive Board upon termination of their employment following a public bid

The agreements with the members of the Executive Board provide for a payment upon termination of the employment contract and/or management agreement following a public bid as meant in section 5:70 of the Dutch Financial Supervision Act.

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