Remuneration Report for Royal Heijmans N.V. 2025

This report, which must be regarded as a report in the sense of Article 2:135b of the Dutch Civil Code and in the sense of principle 3.4 of the Dutch Corporate Governance Code, explains the implementation of the remuneration policy for the Executive Board and the remuneration policy for the Supervisory Board. The policy was adopted by the General Meeting of Shareholders (AGM) on 30 April 2024 and has been effective since 1 January 2024. The remuneration policy of both the Executive Board and the Supervisory Board is published on Heijmans' website and is briefly explained below.

The report is structured as follows:

1. Purpose of the remuneration policy for the Executive Board and the Supervisory Board

2. Main points of the remuneration policy for the Executive Board

3. Implementation of the remuneration policy for the Executive Board in 2025

4. Main points of the remuneration policy for the Supervisory Board

5. Implementation of the remuneration policy for the Supervisory Board in 2025

6. Evaluation of the remuneration policy and intentions for 2026

7. Advisory vote of the AGM

1. Purpose of the remuneration policy for the Executive Board and the Supervisory Board

The playing field in which Heijmans finds itself is marked by the divergent interests of stakeholders, strong competition and market conditions with considerable risks for companies active in the construction industry. This places high demands on both the Executive Board and the Supervisory Board.

Realising the 'Together towards 2030' strategy requires strong and skilful management. Directors with the necessary leadership qualities, knowledge, experience and vision are therefore an essential condition for the company’s success. The goal of the remuneration policy is to attract, retain and motivate these directors and contribute to the realisation of the business strategy and long-term targets. In this way, long-term value is created for all stakeholders, in the form of sustainable homes and sustainable construction processes, while making a significant contribution to employment, the economy and society as a whole.

The realisation of the strategy in the context outlined above places high demands on the quality of supervision. Recruiting and retaining Supervisory Board members who complement each other and who can support the Executive Board in word and deed is the key to sound supervision.

One of the principles of the remuneration policy of the Executive Board is that the policy should not create any unwanted incentives, such as behaviour that is focused on self-interest or taking risks that are not in line with the Company's risk profile. In that context, part of the remuneration — namely the long-term variable remuneration and the Share Ownership Guideline (SOG) — is focused on long-term commitment. Heijmans endorses the principles and best practice provisions relating to the remuneration of Executive Board members and Supervisory Board members, as stated in the Corporate Governance Code, and follows them in both its policy and in this report.

The Supervisory Board reviews whether the remuneration policy for the Executive Board and the Supervisory Board needs to be adjusted on an annual basis.

For the Remuneration Policy for the Executive Board and the Supervisory Board, see the Heijmans website: Codes

2. Main points of the remuneration policy for the Executive Board of Royal Heijmans N.V.

2.1 Remuneration level

One of the basic principles in the determination of the total remuneration (fixed agreed annual salary plus variable remuneration) is appropriate market positioning. This external perspective is the benchmark used to formulate the policy. For the agreed fixed annual salary, the policy principle is positioning towards the median of the peer group, with the aim of reaching that level within a reasonable period and on the basis of developments measured by benchmarking against the peer group. When determining the remuneration mix — i.e. the ratio between fixed and variable remuneration and the ratio between short-term and long-term variable remuneration — consideration is given, among other things, to the desired risk profile and the desired relationship between short-term and long-term performance and fixed remuneration.

The remuneration package must also be balanced and fair from an internal perspective. The internal reference point is determined by the remuneration level of, in particular, the layer below the Executive Board. The internal reference point is taken into account in the sense that a connection is made between the objectives for variable remuneration that apply to members of the Executive Board and members of the management layer below it. The remuneration of the management layer reporting to the Executive Board is determined on the basis of a benchmark that is also used to maintain a proper remuneration ratio between board members and management.

To remain in line with the principles of this policy, a market comparison is periodically carried out at least once every four years to test the remuneration levels of the members of the Executive Board for market conformity.

Scenario analyses were carried out and taken into account in formulation of the remuneration policy.

2.2 Remuneration package

• an agreed fixed annual salary;

• a contribution to the accrual of a pension provision;

• short-term variable remuneration, which rewards the achievement of predetermined performance targets on an annual basis;

• long-term variable remuneration, which rewards the achievement of predetermined performance targets over a three-year period;

• Share Ownership Guideline, intended to strengthen the long-term focus.

In addition, each member of the Executive Board receives an expense allowance and insurance contributions. They are also provided with a lease car.

2.3 Agreed fixed annual salary

The agreed fixed annual salary of the members of the Executive Board consists of twelve monthly salary payments plus holiday allowance. The agreed fixed annual salary is determined in accordance with the principles of this remuneration policy.

The Supervisory Board periodically reviews the level of the agreed fixed annual salary and decides whether circumstances justify any adjustments. When considering possible adjustments to the agreed fixed annual salary, key reference points include developments in structural pay increases under collective labour agreements for Heijmans employees, market conditions and general salary movements within the peer group.

2.4 Variable remuneration

The short-term variable remuneration is paid entirely in cash. For long-term variable remuneration, 50% is paid in cash and 50% in depositary receipts for shares. The Supervisory Board has the right to a final review of the reasonableness of each award of variable remuneration. In exceptional circumstances in particular, the outcomes may be unfair or unreasonable and the Supervisory Board may adjust the award.

The entire variable remuneration is subject to a clawback clause, which provides that all or part of the awarded variable remuneration can be reclaimed if it later emerges that it was awarded on the basis of incorrect data. In the remuneration report, the Supervisory Board explains whether, why and how it has exercised these powers.

2.4.1 Short-term variable remuneration (STI)

Short-term variable remuneration amounts to 60% of the fixed annual salary if the predetermined performance targets for the year in question are fully met. If the targets are exceeded, the bonus can amount to a maximum of 90%. If the targets are met at the minimum level, the bonus amounts to 45% of the fixed annual salary. If performance remains below a predetermined minimum level, the pay-out will be zero. Variable remuneration is awarded proportionally for a performance score between the minimum and maximum realisation levels.

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 agreed fixed annual salary if the ‘at 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 agreed fixed annual salary. If the targets are achieved at the minimum level, the LTI amounts to 45% of the agreed 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.

The first three-year term based on this LTI covers the financial years 2024, 2025 and 2026. Therefore, the first payment based on this LTI will be made in 2027.

2.5 Share Ownership Guideline (SOG)

The SOG is part of the remuneration policy and is intended to further strengthen long-term focus and serve as a sign of the Executive Board's confidence in the strategy and performance. The CEO is expected to hold 150% of the agreed fixed annual salary in depositary receipts for Heijmans ordinary shares. For the CFO, this percentage is 100% of the agreed fixed annual salary. The vesting period for achieving these percentages is set at five years, starting from 1 January 2024. The depositary receipts for shares that are conditionally awarded as payment of the LTI (50% of the payment) are included in the calculation of the percentage of depositary receipts held. As long as the relevant percentage has not been reached, the relevant member of the Executive Board may not sell shares, except if a member of the Executive Board makes use of the sell-to-cover clause included in the LTI scheme, in which case they may sell shares to meet applicable tax obligations.

3. Implementation of the remuneration policy for the Executive Board in 2025

The Remuneration, Selection and Appointment Committee consists of Martika Jonk (Chair) and Ans Knape-Vosmer. The committee met four times in 2025, discussing the usual annual items such as remuneration for the members of the Executive Board in the current financial year, the targets in the context of short-term and long-term variable remuneration and the variable remuneration itself. The committee also discussed the current (legal) developments in the field of remuneration in general.

The current remuneration policy was approved by the AGM on 30 April 2024 and came into effect on 1 January 2024. There was no reason to review the remuneration policy in 2025.

In its application of the Executive Board remuneration policy in 2025, the Remuneration, Selection and Appointments Committee assessed how the Executive Board implemented Heijmans' strategic, financial and sustainability objectives. The assessment of the targets set takes into account not only general, economic circumstances, but also construction industry-specific circumstances, such as slow building permit procedures, which are outside the company's sphere of influence.

On the committee’s advice, the Supervisory Board decided to award both short-term and long-term variable remuneration to the members of the Executive Board. The calculation of the remuneration was evaluated by the internal audit department. This award is explained in more detail in section 3.3 of this chapter.

3.1 Table with an overview of remuneration by component

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

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

For a more detailed explanation of the above table, please refer to note “6.29 Related parties” in the 2025 financial statements.

3.2 Fixed salary

As at 1 January 2025, the agreed gross fixed annual salary of the members of the Executive Board was €710,000 for Ton Hillen and €530,000 for Gavin van Boekel.

The accrual of Ton Hillen's old-age, survivor's and orphan's pension is in accordance with the conditionally indexed average salary sector pension fund scheme, in which pension is accrued on the gross fixed salary up to €76,455 and payment starts at the age of 67. For the portion of the salary that exceeds this amount, up to € 137,800, this Executive Board member participates in a defined contribution scheme. Mr Hillen also receives compensation for the discontinuation of the early retirement top-up and the pension accrual on the salary part that exceeds €137,800, as well as compensation of €50,232 for the loss of indexation in the Delta Lloyd average pay scheme. In deviation from what is stated above, Gavin Van Boekel receives a fixed payment for the accrual of a self-managed pension scheme. This payment is adjusted annually in accordance with a defined calculation methodology and amounted to €80,131 gross in 2025.

There are no early retirement pension schemes for the members of the Executive Board.

The expense allowance, including car costs, social contributions and the costs of the Share Matching Plan, are reported in the table in Section 3.1 of this chapter. For further information, please refer to note “6.29 Related parties” in the 2025 financial statements.

3.3 Variable remuneration

Variable remuneration recognises the achievement of predetermined performance targets over the year to which this report relates, or over a three-year period. The short-term remuneration is 50% or 60% dependent on financial targets and 50% or 40% dependent on qualitative targets. The 10% margin is intended to give the Supervisory Board the option, in exceptional cases, to assign a slightly higher weighting to the financial targets. In terms of the long-term variable remuneration, half of the award depends on quantitative financial objectives that are essential for the implementation of the strategy and half depends on the qualitative objectives that reflect progress in the implementation of the strategy.

At the start of each year, the Supervisory Board sets a minimum, target and maximum level for the various objectives. At the end of the year, or at the end of the three-year period, respectively, it is assessed to what extent these targets have been achieved and what amount is awarded on that basis.

On the recommendation of the Remuneration, Selection and Appointments Committee and in consultation with the Executive Board, each year the Supervisory Board selects a maximum of three financial criteria (weighing 50% or 60% of the total STI) and determines the relative weighting of the criteria, with possible differentiation based on the desired strategic focus in the year in question. In line with the strategic goals, performance measures are formulated that are typically related to profit, financing and revenue/operations/projects.

In addition, also on the recommendation of the Remuneration, Selection and Appointments Committee and in consultation with the Executive Board, the Supervisory Board selects a minimum of one and a maximum of eight non-financial criteria (weighting is 50% or 40% of the total STI) and determines the relative weighting, with possible differentiation based on the strategic focus in the year in question. In line with the strategic goals, performance measures are formulated that are typically related to the five pillars on which the ‘Together towards 2030’ strategy is based, namely: Well-being, Sustainability, Connection, Makeability and Team, and which relate to performance measures that improve day-to-day operations, such as safety, Heijmans’ risk profile and staff-related KPIs.

The Supervisory Board assesses the extent to which the qualitative short-term and long-term targets have been achieved on the basis of a written substantiation for each objective submitted by the Executive Board. That substantiation can consist of a KPI, a bold statement, a description of the status of a particular target with illustrative examples or a combination thereof. Because the information on certain targets qualifies as business-sensitive information, this report does not include a description and score for every qualitative target.

3.3.1 Short-term variable remuneration (annual remuneration)

The Supervisory Board made use of the option offered by the remuneration policy for the Executive Board to apply a margin of 10% when determining the ratio between the weighting of the financial and qualitative targets. In 2025, the financial targets account for 60%, and the qualitative targets therefore account for 40% of the short-term variable remuneration.

For 2025, the Supervisory Board selected underlying EBITDA and average net debt as the most relevant short-term financial targets. The target levels are included in the accompanying table, which shows that these targets were achieved between ‘at target’ and maximum, resulting overall in a pay-out on the financial targets of 50.3% of the agreed fixed annual salary.

The qualitative short-term targets are aimed at achieving strategic objectives and relate to safety (TRIR), reduction of Scope 1 and 2 CO₂ emissions, the number of industrially produced homes, digitalisation (through the deployment of AI generators) and increasing the number of tenders won by Infra on the basis of the best plan (Economically Most Advantageous Tender, EMVI).

The Supervisory Board has assessed the performance on the aforementioned qualitative targets based on KPIs, other numerical information and explanations provided by the Executive Board. The Supervisory Board noted that the maximum score was achieved for three targets, including CO₂ reductions and accelerating the digitalisation agenda, and a score of 'on target' was achieved for one target. The safety target was rated at zero. The latter was not driven by Heijmans' own safety performance, but relates to a fatal accident on a building site in Tilburg. Last year, a subcontractor's maintenance employee died while working on a tower crane machine lift. The machine lift had previously been taken out of service due to an unsafe situation. The accident happened while it was being repaired. Overall, the above results in a pay-out on the qualitative targets of 26.4% of the agreed fixed annual salary.

The weighting results in a pay-out on total short-term remuneration of 76.7%.

If the score falls between the different levels, the remuneration is calculated on a straight-line basis. Underlying EBITDA includes IFRS 16. Net debt is the average over four measurement points at the end of each quarter.

3.3.2 Long-term variable remuneration (three-year remuneration)

Award 2023-2025

The targets for the long-term variable remuneration over the 2023–2025 period were assessed after the end of that period.

For 2025, a single financial target applied in the above-mentioned three-year period:

• A rolling average growth rate of 5% in the earnings per share over three years.

• This target was achieved at the maximum level, resulting overall in a total pay-out of 37.5% on the financial target.

Three qualitative targets were drawn up for the three-year period 2023-2025, namely the number of industrially produced houses delivered, a CO₂ reduction in 2025 compared to the end of 2021, measured in absolute emissions in 2025, and the launch and implementation of the 'Together towards 2030' strategy launched in 2023. These targets had a weighting of 15%, 15% and 20% respectively.

Based on KPIs, numerical data and explanations from the Executive Board, among other things, the Supervisory Board has determined that maximum scores have been achieved for these targets.

Overall, the above results in a pay-out on the qualitative targets of 37.5% of the agreed fixed annual salary.

The financial and qualitative performance achieved results in a total pay-out percentage of 75% of the agreed fixed annual salary.

The following explanation applies to the above table. The Supervisory Board sets the on-target level for each target and the extent to which these targets were or were not met is determined at the discretion of the Supervisory Board. This methodology does not change the structure of the long-term variable remuneration: it can amount to a maximum of 90% of the agreed fixed salary and the split between financial and qualitative targets remains 50/50%.

3.4 Share Ownership Guideline (SOG)

As of 1 January 2024, the members of the Executive Board are subject to a SOG based on the current remuneration policy. This SOG is intended to further strengthen long-term focus and serve as a sign of the Executive Board's confidence in the strategy and performance. The CEO is expected to hold 150% of the agreed fixed annual salary in Heijmans depositary receipts for shares; for the CFO, the requirement is 100%. As at 31 December 2025, the CEO held 623% of his agreed fixed annual salary in depositary receipts for Heijmans shares. The CFO held 155% of his agreed fixed annual salary in depositary receipts for shares as of that date. This means that the SOG was met in 2025.

Reserve for the Bonus Investment Share Matching Plan

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 (depositary receipts for) Heijmans shares. The shares or depositary receipts for shares are frozen for three years after purchase. Provided that the members of the Executive Board 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.

Ton Hillen has participated in the plan since taking office; Gavin van Boekel did so for the first time in 2022. Plan-based purchases were last made in 2024, using the short-term remuneration for 2023, the last year in which the Plan applied. If the conditions are met, matching shares will be awarded in the spring of 2027 for the final time.

Ton Hillen and Gavin van Boekel were granted 5,300 and 1,500 matching shares respectively in April 2025 based on the purchases made in April 2022. The lock-up period for these matching shares expires in April 2027.

3.6 Pay ratios and result development

The table below shows the data in accordance with Article 2:135b(3)(e) of the Dutch Civil Code.

Pay Ratio

The term pay ratios according to best practice 3.4.1 sub iv of the Dutch Corporate Governance Code is understood to mean the ratio between (i) the total annual remuneration of the CEO and (ii) the average annual remuneration of the company’s employees. The table below shows the pay ratios in accordance with the aforementioned best practice for the financial year 2025 and the four preceding financial years. The pay ratio for 2025 can be expressed as 1:19.5 (2024: 1:20.6).

Because the pay ratio on the basis of the Dutch Corporate Governance Code was calculated for the first time in 2023, for comparison purposes the pay ratios for the financial years 2019 through 2022 have been recalculated on the basis of the calculation methodology of best practice 3.4.1 sub iv of the Dutch Corporate Governance Code.

The Remuneration, Selection and Appointments Committee takes the pay ratios into account in the proposals it puts to the Supervisory Board with regard to the individual remuneration packages for Executive Board members.

4. Main points of the remuneration policy for the Supervisory Board of Royal Heijmans N.V.

The remuneration policy for the Supervisory Board as applicable in the 2025 financial year was adopted by the AGM on 30 April 2024. The aim of the policy is to enable the Company to attract experienced and expert Supervisory Board members. That requires a remuneration package in line with the market. The desired market positioning is in line with the median of the reference group benchmark. In accordance with best practice 3.3.1 of the Dutch Corporate Governance Code, the remuneration of Supervisory Board members must also reflect the time commitment and responsibilities of their position. With the Supervisory Board members' independent position in mind, their remuneration does not depend on the company’s results and the internal pay ratio is less relevant.

In order to align the remuneration with the time commitment and responsibilities:

• the chair and vice-chair of the Supervisory Board receive a higher fixed base compensation than (ordinary) members;

• Supervisory Board members receive compensation for the work they do in committees on which they serve, in addition to the base compensation that all members receive;

• committee chairs receive higher committee compensation than ordinary committee members.

As announced in the 2024 remuneration report, the remuneration of the Supervisory Board members as of 1 January 2025 has been adjusted to the following amounts:

The Supervisory Board periodically assesses the level of remuneration and decides whether circumstances justify any adjustments. In doing so, market conditions and the general movement of remuneration in the reference group, among other things, are consistently taken into account as key reference points.

For the Remuneration Policy for the Supervisory Board, see also: Codes

5. Implementation of the remuneration policy for the Supervisory Board in 2025

In the 2025 financial year, the Supervisory Board members received a fee in accordance with the policy set out in Section 4 of this report. The allocation of duties was as follows in 2025:

• Marc van Gelder, Chair of the Supervisory Board, from 16 April 2025.

• Martika Jonk, Vice-Chair of the Supervisory Board and member of the Audit and Risk Committee. Chair of the Remuneration, Selection and Appointments Committee.

• Ans Knape-Vosmer, member of the Supervisory Board and member of the Remuneration, Selection and Appointments Committee.

• Arnout Traas, member of the Supervisory Board and Chair of the Audit and Risk Committee.

• Allard Castelein, member of the Supervisory Board and member of the Audit and Risk Committee.

Sjoerd Vollebregt was Chair of the Supervisory Board, and stepped down after the AGM ended on 16 April 2025.

Over the years 2021 to 2025, the following remuneration (including expense allowances) was awarded to the members of the Supervisory Board:

6. Evaluation of the remuneration policy and intentions for 2026

Evaluation

Both the Supervisory Board and the Executive Board consider it important that the remuneration of both bodies is in line with social developments in the field of remuneration, while the remuneration of the Executive Board should be in line with sustainable long-term value creation.

The policy for both bodies meets the criteria mentioned. The remuneration policies of both the Supervisory Board and the Executive Board must be submitted to the AGM every four years, in accordance with Article 2:135a of the Dutch Civil Code. The current remuneration policies were adopted by the AGM in 2024.

The remuneration policies for the both the Executive Board and the Supervisory Board will be submitted to the AGM, either amended or not, no later than in 2028.

At the end of 2025, the Supervisory Board decided to increase the fixed remuneration of the Executive Board and the remuneration of the Supervisory Board by 8% with effect from 1 January 2026, in line with the provisions on periodic adjustment in the remuneration policies for the Executive Board and the Supervisory Board, taking into account the factors mentioned in those provisions, such as employee remuneration within the Company, market developments and collective labour agreements.

The peer group will be reviewed in 2026 because, on 21 March 2025, Heijmans was promoted from the AScX index (Small Cap) to the AMX index (Midcap), and half of the current peer group consists of small-cap companies. According to the current policy, a change to the peer group does not require approval at the AGM. A benchmark will then be made based on the new peer group.

Intentions for 2026

Executive Board

The Supervisory Board has set financial and qualitative targets for 2026 for the short-term and long-term variable remuneration of the Executive Board. Short-term financial targets can include underlying EBITDA and average net debt. Short-term qualitative targets should contribute to the Company’s foundation or to the implementation of the strategy, such as targets in the areas of sustainability, safety and digitalisation.

Long-term financial targets include earnings per share (EPS) and total shareholder return (TSR). As with the short-term targets, the long-term qualitative targets should contribute to the Company’s foundation or to the implementation of the strategy. This can include transforming from a project-based business into a project-and-process-based business, and CO₂ reduction as part of sustainability. Targets are not disclosed in advance due to the sensitivity of the information. The remuneration report for the 2026 financial year will report on the extent to which the targets have been achieved.

Supervisory Board

No changes are foreseen for the Supervisory Board's remuneration policy, other than the adjustment of the peer group as described under the Executive Board and the implementation of a benchmark.

Advisory vote on the report presented to the AGM for the previous financial year

The 2024 remuneration report was presented to the AGM for an advisory vote on 16 April 2025, in accordance with the provisions of Article 2:135b of the Dutch Civil Code, with the proposal to adopt the 2024 remuneration report. The AGM subsequently adopted the 2024 remuneration report by a majority of 99.21% of the votes cast. In accordance with Article 135b(2) of the Dutch Civil Code, the company has taken this outcome into account in the preparation of the current remuneration report in the sense that it deduced from the outcome that the report was satisfactory. At the AGM held on 16 April 2025, several questions were asked about the 2024 remuneration report. The questions focused on the selection of the range of targets, their link with the Company's performance, the extent to which the different qualitative targets are taken into account, and the application of the Supervisory Board's discretionary powers.

These questions were answered satisfactorily during the AGM; please see the minutes of the AGM on the company website (Dutch only).

Rosmalen, 20 February 2026