Business conduct

Doing business with integrity represents the foundation of our corporate culture. We work together based on trust, transparency and integrity, both internally and alongside external partners. We invest in awareness, exemplary conduct and an open reporting culture to make doing business with integrity a shared responsibility. We embed integrity in our day-to-day operations, handle (suspected) reports with care and promote a fair collaboration with suppliers to establish long-term relationships.

Impacts, risks and opportunities

In 2025, the DMA was reassessed, as described in the section ‘Reassessment of the double materiality analysis’, ensuring that the material topics better align with Heijmans’ strategy and developments in the sector. An important change concerned the definition of corporate culture as a material topic. The subjects of corruption and bribery and protection of whistleblowers are no longer included as separate material topics. These topics remain relevant, but are now an integral part of our broader governance and integrity frameworks. Heijmans has strong management in these areas thanks to the division of duties in critical processes, training, awareness-raising programmes, established reporting procedures and more. As a result, the misconduct incidence rate is low and a safe reporting environment is guaranteed.

Integrity, openness and transparency in our way of working create the foundation for sustainable success. Our corporate culture reflects the interests of almost all our stakeholders and has proven positive effects on our own workforce, customers, suppliers and society. Improving integrity requires constant attention through training, exemplary conduct, shared responsibility and acting in accordance with our values.

Heijmans actively invests in behaviour and integrity training, a low-threshold reporting structure and regular partner evaluations. This approach allows us to embed business integrity into our day-to-day work and build sustainable relationships both within and outside the organisation.

Our relationships with suppliers are based on transparency, respect and long-term partnerships. Fair payment practices, including paying invoices on time, are essential in strengthening both our suppliers' financial stability and our reliability in the value chain.

In 2025, we amended the impact type for supplier relationship management, including payment practices, from 'current' to 'potential'. This adjustment reflects the effectiveness of the mitigating actions taken, including our commitment to pay invoices earlier.

We encourage fair business conduct and strengthen a healthy, future-proof construction chain through open communication, clear agreements and discussing any bottlenecks at an early stage.

Business conduct and corporate culture

Integrity, safety and respect are at the heart of Heijmans' corporate culture. Our Code of Conduct applies to our own workforce and to business partners, subcontractors and suppliers who work with Heijmans. The Code forms the basis of our actions and contains clear standards on integrity, safety, treating each other with respect, handling sensitive information and avoiding conflicts of interest.

Integrity and openness are actively encouraged by the Executive Board and embedded throughout the company. The management of all business areas assess the corporate culture on a regular basis and make adjustments where necessary. The Supervisory Board monitors the operation of the Code of Conduct and the safeguarding of our standards.

Heijmans has a clear reporting structure for issues surrounding conduct and integrity. The options are actively communicated, reports are treated as strictly confidential and appropriate actions are taken in the event of misconduct.

This approach ensures we safeguard and strengthen our corporate culture, encourage the desired behaviour and check on an ongoing basis whether we are on track as an organisation.

Reporting structure and investigation into integrity issues

Heijmans has a clear structure for identifying, reporting and investigating (suspected) misconduct and behaviour that violates the Code of Conduct or the company's internal rules. Such behaviour includes integrity violations, corruption and bribery, fraud, violation of competition laws, unauthorised ancillary positions, contacts with unreliable associates and the leaking of confidential information. Violations of national and European legal and regulatory requirements also come under this reporting structure.

The reporting procedures apply to the company's own workforce and make a distinction between reports of inappropriate behaviour and reports of misconduct or suspected misconduct.

Employees who experience inappropriate behaviour, such as discrimination or sexual harassment, can contact their own manager, one of the twelve confidential counsellors or SpeakUp anonymously if they so wish. A diverse team of confidential counsellors allows each member of our workforce to approach someone with whom they feel comfortable and safe. Compliance officers investigate reports of (suspected) misconduct, which may involve matters that affect Heijmans' reputation, integrity or business operations.

Reports will be handled in strict confidence; managers who may themselves be the subject of a report will not be involved in the process (although they will have the right to be heard), and appropriate actions taken where necessary. An explicit non-discrimination clause applies to anyone who submits a report acting in good faith.

Our own workforce, confidential counsellors and compliance officers are trained in how to recognise, report and handle integrity issues with care.

The compliance officers submit reports on the reports and findings of investigations to the general counsel, who in turn reports to the Executive Board. The Executive Board then discusses any reports with the Supervisory Board. The Integrity Committee advises the Executive Board on policy aspects relating to integrity and following up on reports.

Heijmans invests in raising awareness and an open reporting culture on an ongoing basis, including through regular communication about reporting options, training and making integrity a topic of discussion in management meetings. The reporting structure and its operation are evaluated regularly and, where necessary, adapted to current legislation and the needs of the company's own workforce.

This approach allows Heijmans to guarantee a safe environment in which each member of its own workforce feels free to express any concerns, and integrity is permanently embedded in the organisation.

Investigation of incidents in the area of business conduct, corruption and bribery

Heijmans has clear procedures for reporting and investigating inappropriate behaviour and (suspected) misconduct. Reports are handled with care and in line with the applicable reporting procedures.

Depending on the nature and severity of the report, an independent investigation will be launched, which may consist of interviews, data analysis, internal audits or an investigation by an external party. Managers who are the subject of a report will never be involved in the investigation; they will, however, have the right to be heard.

Additional actions apply when it comes to preventing and investigating corruption and bribery. Heijmans operates an anti-corruption and anti-bribery policy (in line with international guidelines), with particular attention to training and awareness in high-risk roles, such as within the Procurement department. This centrally organised department works with segregation of duties, the four-eyes principle, standard contracts and a carefully selected supplier base. Suppliers who do not meet our standards lose their preferred position.

Heijmans uses this approach to ensure that incidents in the area of business conduct, including corruption and bribery, are investigated and followed up in a fast, independent and objective manner.

Business conduct training policy

Heijmans attaches great importance to an honest, professional corporate culture. The 'Zakelijk Zuiver' programme was developed a few years ago in order to reinforce this principle. The programme consists of a mandatory e-learning course and dialogue sessions focusing on how to handle confidential information, how to use company resources, how to recognise and prevent inappropriate behaviour and more. Practical dilemmas are used to encourage participants to reflect on their actions and the impact on colleagues and the organisation. The e-learning course is part of the onboarding programme to ensure it is clear which standards apply for professional, honest behaviour from the first working day. We are currently investigating how the programme can be expanded to further improve awareness around integrity.

The Executive Board provides regular communications on this topic, including through video messages, to ensure conduct and integrity is at the forefront of everyone's minds.

The company also holds workshops, develops toolboxes and sends out communications on the internal platform Viva Engage to underline and embed in day-to-day practices the importance of doing business with integrity.

At present, there is no specific policy for training aimed at certain target groups, learning resources or training frequency. This topic is discussed between the Executive Board and HR and elaborated further where necessary to ensure it meets the organisation's needs as well as the situation at the time.

Corporate culture and integrity: Policy and scope

Code of Conduct and integrity

Doing business responsibly and with integrity represents the foundation of our corporate culture. Our Code of Conduct guides how we interact with colleagues, clients and other stakeholders. The policy is mandatory and applies to its own workforce as well as business partners, suppliers and subcontractors acting on Heijmans' behalf. This Code is explicitly referred to in all contracts with external parties.

The Code of Conduct is built around four core principles:

• Safety first: we work safely, or we don't work at all.

• We ensure equality and respect in all interactions.

• We act with honesty and integrity.

• We ensure continuous improvement and sustainability in processes and collaboration.

Furthermore, the Code contains guidelines for compliance with laws and regulations, how to handle confidential information, combating corruption and competition rules. Reports of (suspected) misconduct or inappropriate behaviour will be handled with due care and confidentially through our reporting procedures and the SpeakUp platform.

Scope of the Code of Conduct
The Code of Conduct applies to our own workforce working within all Heijmans' activities. Business partners, suppliers and subcontractors are also required to comply with these standards. If a supplier's own code of conduct meets Heijmans' standards, this will also be accepted.

Responsibility at the highest level
The Executive Board is ultimately responsible for the Code of Conduct and ensuring it is complied with. The Board is supported by the general counsel and the compliance officers, and reports regularly to the Supervisory Board on compliance, reporting and improvement actions.

A number of specific regulations also apply, in addition to the Code of Conduct:

• Internal reporting procedures for inappropriate behaviour and misconduct
  Internal reporting procedures apply to situations where it is difficult to find a solution within the day-to-day situation at work. The procedures describe how inappropriate behaviour and (suspected) misconduct can be reported, what steps are involved and how an investigation into a report takes place, including the role of management.

• Royal Heijmans N.V. Insider Trading Regulations
  These regulations contain provisions that apply to officers as specified by law and to other Heijmans employees. The regulations were amended in response to the introduction of the EU Market Abuse Regulation in 2016.

• Private Investment Regulations
  The Executive Board and Supervisory Board are subject to private investment regulations. The chair of the Executive Board acts as the compliance officer for transactions in (depositary receipts for) shares and options for the members of the Executive Board. The chair of the Supervisory Board fulfils this role for the chair of the Executive Board. The chair of the Supervisory Board acts as the compliance officer for the members of the Supervisory Board. The vice-chair of the Supervisory Board assumes this role for the chair of the Supervisory Board.

Additional and separate guidelines and regulations

To fulfil the requirements we place on our own workforce in terms of conduct and integrity, specific guidelines and regulations are in place that focus on business aspects that may involve a risk. This relates to the following directives and regulations:

• Dossier statement: This statement involves the responsible manager explicitly declaring that there was no anti-competitive behaviour in the creation of a tender. The statement forms part of the so-called summary sheet: the tender price calculation that is signed off by management and the Executive Board.

• Positions sensitive to integrity issues: Heijmans applies the 'procedure for positions sensitive to integrity issues'. These positions include members of the Executive Board, members of the Group management, members of senior management and a number of specifically appointed officers. Screening is required for these positions. Our own workforce in these positions – or applicants – must submit a Certificate of Good Conduct and a Certificate of Good Behaviour.

• Heijmans Living set up a Transaction Register in accordance with the NEPROM Code of Conduct to promote integrity in project development. This is an addition to the quality management system and the Heijmans Code of Conduct. The Transaction Register is used to examine, record and document the relevant details of each business-to-business property transaction in advance. This enables us to check these transactions for correctness, integrity and legality. This is also laid down in the Heijmans Procurement Policy.

• Procurement policy: Suppliers with whom a framework agreement is entered into are asked to sign and comply with a Sustainability Statement.

• Heijmans has an anti-corruption and bribery policy that applies to its own workforce,  including both its own employees and non-employees (such as temporary workers, trainees and employees working on an assignment or contract basis).

Managing relationships with suppliers

Heijmans strives for long-term, transparent and honest collaborations with suppliers and subcontractors. All suppliers are expected to comply with Heijmans' Code of Conduct. Preferred suppliers who enter into a framework agreement also sign the Sustainability Statement and comply with the principles and requirements contained therein. If a supplier's own code of conduct meets Heijmans' standards, this will also be accepted. Supplier selection explicitly takes social and environmental criteria into account, such as working conditions, human rights, social safety and environmental performance. This is a structural assessment that determines which suppliers are suitable to do business with. Only suppliers who meet these basic criteria shall be eligible for a collaboration. When the selected suppliers are subsequently approached for a specific project, the call for tender phase follows. Such requests are sent via 12Build, an SaaS platform that supports main contractors and construction specialists in organising the tender process more efficiently. Sustainability criteria are included as standard in the call for tender in this project-oriented phase. In addition, it includes a reference to the applicable general procurement conditions and the mandatory HSE (Health, Safety and Environment) plan in the event of subcontracting.

Risk management in the supply chain is an integral part of the procurement policy. Heijmans actively monitors suppliers' performance using the Evaluator application (an online platform developed in collaboration with 12Build, with which suppliers and subcontractors are systematically assessed for performance and quality, including sustainability). In the case of preferred suppliers, we have regular meetings in which we discuss topics such as sustainability, safety (including social safety) and innovation. The assessment results are discussed and adjusted where necessary. Suppliers who are unable to meet the requirements set out in the area of sustainability may be excluded, unless there is a legitimate reason to purchase services from the party concerned.

Risks are identified and addressed in good time through value chain integration and regular consultations with suppliers and their employees. In addition, we also actively focus on deploying people who are distant from the labour market and creating work (experience) positions for vulnerable groups.

This approach ensures that Heijmans not only complies with laws and regulations, but also makes a positive contribution to society and the environment. Sustainability is an integral part of the procurement strategy for each product group, and Heijmans is ahead of the curve on the implementation of international standards such as ISO 20400 for sustainable procurement.

Payment terms

Although Heijmans has not yet established a formal policy to prevent payment arrears, a commitment was announced in 2025 to pay invoices earlier. This commitment has been discussed internally and actively brought to the attention of the relevant departments. As a result, Heijmans is committed to minimising payment arrears and further strengthening the collaboration with suppliers.

The table below shows the standard payment terms, together with the corresponding percentage of Heijmans' expenses. We aim to pay 100% of invoices within the payment terms agreed with our suppliers.

The payment terms used meet the legal requirements; for SMEs, a maximum payment term of thirty days applies as standard, or a shorter term if contractually agreed between the parties.

The table below shows the average payment term for supplier invoices and the percentage of payments made within the agreed term. This applies to all suppliers and to the SME suppliers that we are currently able to identify separately.

The payment process at Heijmans is set up in such a way that the majority of invoices are paid within the agreed term. In 2025, an initiative was launched to further optimise the payment process. As a result, we can see that the average number of days until payment is made has fallen from 38 in 2024 to 35 in 2025. In addition, the number of invoices paid on time has improved and has risen to 57% (2024: 30%).

Any delays usually arise due to incomplete or incorrectly submitted invoices, or when services have not yet been delivered in full. In such cases, the invoice will be returned and reassessed after the issue has been corrected.

By adhering to realistic payment terms enshrined in law and a regular payment process, Heijmans prevents unnecessary pressure on the process and guarantees the reliability of payments. In the 2025 financial year, no legal proceedings were brought or completed against Heijmans for late payments.

Reporting requirements