Report of the Supervisory Board

The Supervisory Board has taken note of the report of the Executive Board for the 2025 financial year and has discussed the report in conjunction with the results of the audit by KPMG Accountants N.V. The financial statements and the sustainability statement were audited by KPMG Accountants N.V. and were issued with an unqualified audit opinion and an assurance report, respectively, on 20 February 2026. Both documents are appended to the Heijmans Annual Report 2025.  We recommend that the General Meeting of Shareholders adopt the 2025 financial statements and discharge the members of the Executive Board. We agree with the Executive Board's proposal to distribute a dividend of €2.37 per (depositary receipt for an) ordinary share.

Position and tasks of the Supervisory Board

Role and powers of the Supervisory Board

The Supervisory Board supervises the strategy of the Executive Board and the general course of business at the Company and its affiliated businesses and provides the Executive Board with advice. The Supervisory Board not only focuses on the effectiveness of the Company's internal risk management and control systems and the integrity and quality of its financial reporting, but also on its policies regarding sustainability, including CSRD-related topics, and safety. In the performance of its duties, the Supervisory Board is guided by the interests of the Company and its affiliated enterprise and, to that end, weighs the relevant interests of the parties involved with the Company. The Supervisory Board also takes into account the social aspects of doing business that are relevant to the Company. The Articles of Association of Royal Heijmans N.V. and the Regulations for the Supervisory Board of Royal Heijmans N.V. include rules with respect to board meetings and decision-making. Both of these documents are available on the Royal Heijmans N.V. website in the section ‘Corporate Governance: Codes, Articles of Association and Regulations’.

Specific areas of supervision

The Supervisory Board's supervision of the Executive Board includes:

  • how the Executive Board determines and implements the strategy aimed at sustainable long-term value creation;

  • the achievement of financial, strategic and sustainability objectives;

  • the risks associated with the Company’s business activities;

  • the design and operation of internal risk management and control systems in respect of operational, compliance and reporting risks;

  • the financial and sustainability reporting process;

  • compliance with legal and regulatory requirements;

  • the relationship with shareholders — see, among other things, the Corporate Governance chapter of the Management Report;

  • the activities of the Executive Board related to the culture within the Company;

  • the operation of the reporting procedure with regard to abuses and irregularities; and

  • the social aspects of doing business relevant to the Company.

Accents and activities in 2025

(Macro-)economic and social context

2025 was a year of global tension. War is raging or threatening to break out in various locations around the world. This not only affects the world of politics, but also has economic consequences, creating volatility in the price of raw materials, a more difficult procurement environment, and more. Both aspects have an impact on the cost structure. Another economic aspect involved the trade tariffs imposed by the superpowers on one another. Although energy tariffs are falling somewhat, they remain high. Inflation in the Netherlands continues to be at a high level, and this is being felt by citizens in the country. On the other hand, spending capacity increased as a result of collective labour agreement (CLA) arrangements. The Netherlands returned to the polls at the end of October 2025 after Schoof's cabinet fell. It remains to be seen, for example, what the new cabinet will do in respect of housing policy; the housing shortage is greater than ever and represents a major societal issue. Heijmans continues to call for the addition of planning capacity (both urban and non-urban) and for the shortening and acceleration of spatial planning procedures and permit processes. It is also important how the new cabinet’s measures in the areas of nitrogen emissions and grid congestion will develop and what the infrastructure investment agenda will look like. Finally, it is noted that Heijmans remains well positioned to attract and retain employees in the tight labour market.

‘Together towards 2030’ strategy

In 2025, the 'Together towards 2030' strategy announced in 2023 and the associated financial parameters that followed during the Capital Markets Day on 22 May 2024 were further implemented. Heijmans has set a clear course for the future where social responsibility, cooperation and financial objectives go hand in hand.

Topics relating to the strategy and sustainable long-term value creation are discussed at virtually every Supervisory Board meeting, leading to constructive dialogue. The strategic goals were further implemented during 2025. The Executive Board involved the Supervisory Board in two extensive strategy sessions in which concrete actions and follow-up steps were discussed.

enabling the Supervisory Board to monitor the implementation of the strategy. With the support of the Supervisory Board, the Executive Board intends to hold a Capital Markets Day on 21 May 2026, at which an update will be provided on the financial targets associated with the strategy.

Safety

As in previous years, the issue of safety was a fixed agenda item at meetings of the Supervisory Board. All aspects of safety are discussed at Supervisory Board meetings. These discussions include the number and type of accidents, the IF figure and the measurement methodology. but also, for example, environmental safety in projects and constructional safety. As in 2024, an intensive thematic discussion was held in 2025 between the Supervisory Board, the Executive Board, the managing directors and the Director of Safety, with specific attention paid to safety perception and culture, as these are decisive factors in improving safety performance. The potential of AI to enhance safety performance was also discussed, including an AI analysis of a filmed site walk on a construction site that identifies risks not immediately visible to the human eye.

Social safety was also a topic of discussion. The Supervisory Board was briefed on the results of the social safety questions in the employee engagement survey that took place at the end of 2025.

Both the Supervisory Board and the Executive Board are intrinsically motivated to raise safety to an even higher level, for their own employees, hired personnel and the environment within the construction chain in which Heijmans operates. Despite all efforts, the safety figures are not yet at the desired level. We will therefore continue the intensive discussions on other approaches and measures to make additional improvements to the safety programme. The Supervisory Board supports the Executive Board in bringing safety aspects to clients' attention.

M&A

Potential M&A proposals are presented by the Executive Board at Supervisory Board meetings and, where required, Supervisory Board approval is sought for M&A decisions. At the beginning of November 2025, Heijmans announced the acquisition of Hegeman in Amersfoort-Nijverdal. The acquisition was completed on 17 December 2025 after approval had been obtained from the Dutch Authority for Consumers and Markets (ACM). This acquisition, which aligns with the strategy, enables Heijmans to strengthen its position in non-residential projects, services and concept-based construction. Hegeman's activities will be housed as an independent unit at Heijmans Working. The Executive Board involved the Supervisory Board throughout the acquisition process; the Supervisory Board endorses the strategic value of this acquisition and approved the Executive Board’s decision to acquire Hegeman. In this way, two important strategic objectives are addressed, namely further strengthening the position in services and concept-based construction.

Financing

The financing arrangement amended in 2023 with the banking consortium ABN AMRO, Rabobank and ING Bank has qualified as a sustainability-linked loan since August 2025. The credit agreement has been adapted to meet the requirements of the Loan Market Association (LMA). The Sustainability KPIs have also been updated.

Result development

In 2025, the Executive Board continued to improve working capital and capital ratios and to robustly expand the risk management system. The Supervisory Board monitored the Executive Board's efforts and supported the Executive Board in its work. The “margin over volume” policy, the continued further professionalisation of the organisation and improvements to internal processes were discussed extensively at the meetings. The Executive Board frequently discussed the safeguarding of a healthy risk/return ratio while maintaining healthy entrepreneurship in the management of (new) projects with the Supervisory Board. Both boards are satisfied with the balance and composition of the portfolio and order book. Heijmans is in a good position; it is performing robustly and is a highly predictable company. In part thanks to the continued commitment of its employees, Heijmans successfully concluded 2025.

Dividend

The intended change to the dividend policy, announced during the Capital Markets Day on 22 May 2024, was explained to the General Meeting of Shareholders on 16 April 2025, after which the dividend proposal for the 2025 financial year was based on the amended policy. The change — specifically, aiming for a pay-out ratio of 50% (previously 40%) of profit after tax from ordinary business operations, as well as a distribution entirely in cash — was received positively by shareholders. In view of the financial results for 2025, the Executive Board has proposed to distribute a dividend of €2.37 per (depositary receipt of) ordinary share. The Supervisory Board agreed to this proposal.

Lifelong learning

The Supervisory Board maintains its knowledge of relevant subjects in various ways. For example, internal specialists informed the Supervisory Board about the application of AI within Heijmans. In addition, presentations on Heijmans innovations are regularly given at Supervisory Board meetings by those directly involved. The Supervisory Board is also kept informed of relevant developments, for example in the area of cybersecurity, and of new and forthcoming laws and regulations. Examples include the CSRD, the CSDDD and the 2025 Corporate Governance Code, with particular attention paid to the Risk Management Statement.

Corporate governance

The Supervisory Board has taken note of the updated Dutch Corporate Governance Code 2025. The most striking adjustment concerns the Risk Management Statement (RMS) to be issued by the Supervisory Board. The Supervisory Board has gained a good understanding of the rationale behind the Risk Management Statement based on the report by the Audit and Risk Committee.

The Regulations for the Supervisory Board and the Regulations for the Audit and Risk Committee have been amended as a result of the changes to the Code.

The Supervisory Board is informed of relevant new and forthcoming (European) ESG regulations. The Board endorses the importance of transparency promoted by the CSRD. Like last year, both the Supervisory Board and the Executive Board are concerned about the capacity pressures that reporting obligations place on the Company and the associated costs. Although the European Commission’s so-called Omnibus Simplification Package aims to simplify rules, it may also lead to an uneven playing field, as smaller companies do not have reporting obligations while information on the value chain must still be made available. Heijmans’ guiding principle remains that it aims to comply with ESG requirements in a controlled manner, taking into account the interests of all stakeholders. The Supervisory Board is therefore pleased that Heijmans won the CSRD Award for Best Sustainability Statement 2024 and that both the Dutch Authority for the Financial Markets (AFM) and the VBDO cite a number of elements from the sustainability statement as best practice in their respective annual reports. For more information on governance, please refer to the Corporate Governance chapter of the Management Report.

Meeting frequency and attendance

In 2025, the Supervisory Board held seven regular meetings and two interim meetings to discuss specific topics with the Executive Board. The regular meetings were preceded by internal deliberations of the Supervisory Board and were physical meetings. The other meetings were held entirely digitally. All Supervisory Board members were present at all meetings. All members were present at the meetings of the Remuneration, Selection and Appointments Committee and the Audit and Risk Committee.

The meeting in June was combined with a work visit to Heijmans Infra's renovation of the Buitenveldertbaan runway at Schiphol. Prior to the meeting in October, a visit was made to the Binnenhof, where Heijmans Working is working on the renovation of the First Chamber and the Council of State. Supervisory Board members also make individual project visits from time to time.

The Company's external auditor was present at the meeting arranged to discuss the 2025 financial statements. The Supervisory Board also consulted with the external auditor without the Executive Board present. The Supervisory Board is usually represented twice a year at the Works Council consultation meeting. Depending on their specific areas of responsibility, Supervisory Board members regularly consult with members of the Executive Board. This applies in particular to the Chair of the Supervisory Board and the Chairs of the committees, namely the Remuneration, Selection and Appointment Committee and the Audit and Risk Committee.

Decision-making

The important decisions of the Supervisory Board in 2025 included the following:

  • Approval of decisions of the Executive Board to determine and change the operational and financial objectives of the Company;

  • Adoption of the detailed criteria for the Executive Board’s short-term and long-term variable remuneration;

  • Approval of the proposal of the Executive Board regarding the appropriation of the result for the 2024 financial year, including a dividend payment on ordinary shares;

  • The nomination for the reappointment of Arnout Traas as a Supervisory Board member at the General Meeting of Shareholders on 16 April 2025;

  • Following an explanation to the AGM on 16 April 2025, the reappointment of Gavin van Boekel as an Executive Board member and CFO for a four-year term;

  • The appointment of Marc van Gelder as Chair of the Supervisory Board following the resignation of Sjoerd Vollebregt after the General Meeting of Shareholders on 16 April 2025;

  • Approval of the Executive Board's proposal to amend the dividend policy;

  • Updating the rules of procedure for the Supervisory Board, the Supervisory Board committees and the Executive Board;

  • Approval of the 2026 business plan and budget, which set out the strategic policy principles and their parameters;

  • Approval of the Executive Board’s decision to acquire Hegeman.

Executive Board

The Executive Board consists of two members. Their areas of responsibility are as follows:

  • A.G.J. (Ton) Hillen, Chair of the Executive Board / CEO: General affairs, Safety, Strategy, the Living, Working and Connecting segments, Procurement, HR & Management Development and Innovation.

  • G.M.P.A. (Gavin) van Boekel, member of the Executive Board / CFO: Finance & Tax, Risk Office, Sustainability, Investor Relations, M&A, IT, Heijmans Energy, Legal Affairs, PR & Communications, Pensions and Facilities.

Self-evaluation of the Supervisory Board

One of the principles of the Dutch Corporate Governance Code is that the Supervisory Board is collectively responsible for its own functioning, and it identifies self-evaluation as a best practice. It is good practice to periodically conduct the self-evaluation with the help of an external party. That was the case in 2023. At the end of 2025, a self-evaluation was carried out using a written, internal survey completed by all members of the Supervisory Board. The members of the Supervisory Board completed the part of the survey relating to the cooperation between the Supervisory Board and the Executive Board. The findings of the survey were discussed extensively in Supervisory Board meetings and between the Supervisory Board and Executive Board. The most important comments and points of attention arising from the survey were discussed, such as a good decision-making process and the skills that are required within the Board. The evaluation for 2025 showed that the Supervisory Board is functioning properly. The world is changing rapidly — consider, for example, AI — and this requires not only vigilance on the part of the Supervisory Board, but also specific expertise. Additional attention will be paid to this point in 2026. In addition, there is increased attention for the change agenda in implementing the strategy.

Diversity

The composition of Heijmans’ Supervisory Board is characterised by diversity in gender, background and experience. The Diversity at the Top Act came into force on 1 January 2022. Among other things, this envisages a gradual entry quota for supervisory boards. This means that for a balanced composition, the supervisory board of a listed public limited company must consist of at least one-third women, and at least one-third men. When appointing a new Supervisory Board member, the balance of the gender ratio on the board must be taken into account. If the board is not balanced, a new appointment will have to contribute to that balance. The General Meeting, the Works Council and the Supervisory Board are then obliged to take the diversity quota into account when making recommendations and nominations.

The Supervisory Board consists of five members: two women and three men. Based on this composition, the Supervisory Board complies with the legal regulations. The diversity policy and the action plan pursuant to the Dutch Diversity at the Top Act that apply to the Executive Board and the Supervisory Board are included in the Management Report. For further background information on all members of the Supervisory Board, please refer to the “Management and supervision” section in the Management Report.

Committees

The Supervisory Board has appointed two committees: the Audit and Risk Committee and the Remuneration, Selection and Appointments Committee. Rules have been drawn up for each committee that define the role of the committee in question, its composition and how it carries out its duties. These rules can be found on Heijmans' website.

Audit and Risk Committee

The Audit and Risk Committee comprises three members of the Supervisory Board and its tasks cover a number of financial areas and risk management. The discussions of subjects in the Audit and Risk Committee serve as preparation for the discussion of these subjects by the full Supervisory Board. These subjects include the annual report, the financial statements, the external auditor's reports, the internal risk and audit reports, the audit plan of both the external auditor and internal audit, other financial reports, the functioning of internal risk and control systems, the relationship with and evaluation of the external auditor, the development of the Company's financing requirements and the debt position, as well as the relationship with the Company's financiers.

In addition, the Audit and Risk Committee discussed the reassessment of the Double Materiality Analysis (DMA) in the context of the CSRD, M&A, change programmes, the Company's tax position, the issue list and the transition plan for replacing the ERP system. Integrity and compliance, measures under the DBA Act, risk and audit management, reporting by the risk and audit manager, and cybersecurity were also discussed.

A standing agenda item in the context of continuing education is the discussion of developments in ESG regulation — including the Omnibus package — and how Heijmans can respond proactively. Concerns were expressed about the high reporting burden and the capacity required in that regard.

In the context of the report that the committee presents to the Supervisory Board, extensive attention was paid to the Executive Board's justification of the Risk Management Statement (RMS) in accordance with best practice provision 1.4.3 and to the way in which the committee reports on this to the Supervisory Board.

The committee was informed in committee meetings of the risk framework analysis that underlies the accounting policy for 2025. A number of separate meetings were also held in which the risk framework was discussed in more detail, in the presence of the Company’s external adviser in this area.

The committee advised the Supervisory Board to nominate KPMG at the AGM on 29 April 2026 as an external auditor for the financial audit for the 2027 and 2028 financial years and as an external auditor for the assurance audit of the sustainability reporting, also for the 2027 and 2028 financial years. The committee delivered its opinion based on the committee's findings in KPMG's second audit year.

The Audit and Risk Committee consists of Arnout Traas (Chair), Martika Jonk and Allard Castelein. Expertise in the field of financial reporting and auditing of the annual accounts in the committee is guaranteed because Arnout Traas is a chartered accountant. In 2025, the committee met with the Executive Board four times. The external auditor also attended a number of meetings. In addition, the committee consulted with the auditor in the absence of the Executive Board.

Where relevant, managers responsible for finance, audit, risk, compliance and the transition to a new ERP system attended the meetings of the Audit and Risk Committee, together with the CEO and the CFO.

Relevant topics requiring the approval of the entire Supervisory Board were submitted to the full Supervisory Board together with a recommendation from the Audit and Risk Committee.

Remuneration, Selection and Appointments Committee

The Remuneration, Selection and Appointment Committee consists of Martika Jonk (Chair) and Ans Knape-Vosmer. The committee's areas of focus include the remuneration of the members of the Executive Board and drawing up the selection criteria and appointment procedure for members of the Supervisory Board and the Executive Board. At least once a year, the committee also assesses the performance of the members of the Executive Board and draws up a succession planning for the Executive Board. In this context, the committee conducts individual performance interviews with the members of the Executive Board at least once a year.

Remuneration

The committee held four meetings in the year under review. The members also consulted with each other regularly in the course of the year.

The remuneration policy for both the Supervisory Board and the Executive Board was adopted by the General Meeting of Shareholders(AGM) on 30 April 2024 and has been effective since 1 January 2024. In its meetings, the committee paid attention to the implementation of the new remuneration policy. Remuneration for 2025 is in line with the remuneration policy adopted in 2024; reference is made to the Remuneration Report 2025, included in the Corporate Governance chapter of the Heijmans Annual Report 2025.

In addition, the committee discussed and advised the Supervisory Board on, among other things, the targets for variable remuneration for 2026, the variable remuneration itself, and adjustments to the fixed remuneration of the members of the Executive Board and the members of the Supervisory Board.

The committee advised the Supervisory Board on adjusting the fixed remuneration of the Executive Board and the remuneration of the Supervisory Board as of 1 January 2026. The Supervisory Board has the power to periodically review the fixed remuneration of both the Executive Board and the Supervisory Board, taking a number of aspects into account.

The committee is preparing an adjustment of the peer group in 2026, as Heijmans was included in the AMX index on Euronext Amsterdam as of March 2025. The current peer group is no longer appropriate because half of it consists of companies from the ASCx index. The committee is also preparing a benchmark based on the newly established peer group.

Finally, the committee drew up the Remuneration Report 2025 and discussed it with both the Executive Board and the Supervisory Board. In doing so, the outcome of the advisory vote of the General Meeting of Shareholders on 16 April 2025 in respect of the Remuneration Report 2024 was taken into account.

Appointments

Following the AGM on 16 April 2025, Arnout Traas stepped down in accordance with the resignation schedule after a term of more than four years. He was nominated again at the aforementioned meeting and appointed for a term of four years. The nomination was supported by the Works Council.

Composition of the Supervisory Board

The Supervisory Board currently consists of five members. In accordance with the resignation schedule, two Supervisory Board members stepped down in 2025. As mentioned above, Arnout Traas has been reappointed. Sjoerd Vollebregt, who was Chair, stepped down in accordance with the resignation schedule at the end of the AGM. With this in mind, the Supervisory Board was temporarily expanded to six members in November 2024 with the appointment of Marc van Gelder. He took over the chairmanship from Sjoerd Vollebregt after the AGM on 16 April 2025.

The current composition of the Supervisory Board, including personal details and principal and ancillary positions, is included in the “Management and supervision” section of the Corporate Governance chapter of the Management Report. All members of the Supervisory Board can be considered independent within the meaning of best practice 2.1.8 of the Dutch Corporate Governance Code.

Conclusion

2025 was a very good year for Heijmans. Heijmans is on track to achieve its strategic goals. which has been helped by the acquisition of Hegeman and more. As in recent years, the focus of both the Supervisory Board and the Executive Board remains firmly on a strict tender selection policy, an optimal cost structure, physical and social safety and long-term sustainability. The company has worked on improving results in a broad sense. We are also facing economic and political challenges. However, Heijmans is resilient, flexible and able to withstand them. The foundation for long-term success lies in a robust organisational set-up, team excellence and the development of human capital, while maintaining the right balance between entrepreneurship, returns and risk. In order to emphasise the importance of human capital, the Executive Board organised a Heijmans Family Festival for employees and their families in June 2025. Supervisory Board members were able to experience for themselves the strong bond between Heijmans and its employees.

The Supervisory Board not only has great respect for the Executive Board and the good financial results for 2025, but above all for all the employees who made this possible. They form the foundation on which Heijmans is able to deliver its results.

The Supervisory Board would like to thank the Works Council, all Heijmans employees and the Executive Board for their significant contributions during the past reporting year.

Rosmalen, 20 February 2026

M.C. (Marc) van Gelder, Chair

Ms. M.M. (Martika) Jonk, vice-chair

Ms. J.W.M. (Ans) Knape-Vosmer

A.E. (Arnout) Traas

A.S. (Allard) Castelein

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