4.2 Corporate governance and capital information

Dutch corporate governance code

In 2025, an updated version of the Dutch Corporate Governance Code (‘the Code’) entered into effect. The Code is based on the comply-or-explain principle and applies as from the financial year 2017.

The application of the Code by BAM, as described in this chapter, is part of the company’s corporate governance statement as specified in article 2a of the Decree on the contents of the Executive Board report. The other information which completes this statement is specified in the Corporate Governance Statement table.

Compliance with the Code is described in the corporate governance compliance overview that is available on the company’s website and should be read in conjunction with this section. BAM complies with the principles and best practices of the Code. In accordance with the Code, the company will submit any substantial changes in the main features of its corporate governance structure to the General Meeting for discussion. The corporate governance structure of the company was reviewed by the Executive Board and Supervisory Board in December 2025.

The BAM corporate governance compliance overview was last updated on 18 February 2026.

Corporate Governance Statement

Diversity and inclusion

The Code stipulates that the diversity and inclusion policy, related targets, the plan to achieve the targets and the results regarding the company’s Supervisory Board, Executive Committee and sub-top should be explained in the Executive Board report. BAM has defined the sub-top as its senior leadership group (SLG). The reporting requirement is addressed in chapter 3.2.

Sustainability

The Corporate Governance Code prescribes in section 1.1 that the Executive Board should develop a view on sustainable long-term value creation by the company and formulate a strategy in line with this, including specific objectives. When formulating the strategy, the Executive Board should pay attention to – amongst others – the impact of the company in the field of sustainability, including the effects on people and the environment.

BAM’s strategy is built on sustainability and takes into consideration the company’s effects on people and the environment. Further information is provided in chapter 2. To ensure the interests of the relevant company stakeholders are considered when the sustainability aspects of the strategy are updated, BAM has formulated an outline policy for effective dialogue with those stakeholders. This is published on the company’s website.

Capital information

The company has three classes of shares: ordinary shares, preference shares B and a series of preference shares F. At the balance sheet date, only ordinary shares were issued and these are traded on the Euronext Amsterdam stock exchange. Note 23 of the financial statements provides further information about the company’s capital structure. An overview of rights attached to the three classes of shares is included in this paragraph, and a summary of the statutory arrangements with respect to the distribution of profit is included in chapter 8.2.

The restriction on transfer of preference shares B provides the company the opportunity – because of the specific purpose of issuing them, namely the acquisition of finance or achieving protection – to offer the holders of these shares an alternative in the event that they wish to dispose of their shares. The company granted Stichting Aandelenbeheer BAM Groep (Foundation Preference Shares BAM Group, or 'the Foundation') the option to acquire preference shares B.

This option was granted up to such an amount as the Foundation might require, subject to a maximum of a nominal amount that would result in the total nominal amount of preference shares B in issue (and not held by the company) equalling no more than 99.9% of the nominal amount of the issued share capital of the other shares classes (and not held by the company). BAM and the Foundation agreed that the company will not issue these shares, or grant any rights to purchase them, to anyone else without the Foundation’s permission. The Foundation will not dispose of or encumber any preference shares B, nor renounce their voting rights, without the company’s permission. Further information about the Foundation is included in chapter 8.3.

The company operates an equity-settled long term incentive plan (LTIP) as disclosed in note 29 of the financial statements.

Shareholders’ agreements

The company is not aware of any agreements involving one of the company’s shareholders and which might provide reasons for restricting the transfer of shares or depositary receipts issued with the company’s cooperation or restricting the voting rights.

Appointment and dismissal of members of the Supervisory Board and members of the Executive Board and amendment of the Articles of Association.

The company is obliged by law to operate a mitigated two-tier structure. The General Meeting appoints the members of the Supervisory Board, based on a recommendation from the Supervisory Board. The General Meeting also appoints the members of the Executive Board, with the Supervisory Board having the right of recommendation. A more detailed explanation of the rules governing the appointment and dismissal of members of the Supervisory Board and members of the Executive Board can be found in the Articles of Association of the company, as published on the company’s website.

Resolutions to amend the Articles of Association or to dissolve the company may only be adopted by the General Meeting pursuant to a proposal of the Executive Board and subject to the approval of the Supervisory Board.

Powers of the Executive Board

The Executive Board’s powers are those arising from legislation and regulations. A more detailed description of the Executive Board’s duties can be found in the rules of the Executive Board and the Executive Committee, available on the company’s website. In the general meeting on 8 May 2025, the Executive Board was authorised, subject to the approval of the Supervisory board, to (i) issue ordinary shares and Class F preference shares and to grant options to acquire these shares, and (ii), to have the company acquire ordinary shares in the company’s capital.

This authorisation is limited in duration to 18 months. It is also limited in scope to 10% of the issued capital. In principle, the General Meeting is asked to grant these authorisations every year. Resolutions to amend the Articles of Association, or to dissolve the company, may only be passed by the General Meeting based on a proposal put forward by the Executive Board and approved by the Supervisory Board.

Change of control provisions in important agreements

BAM differentiates the following categories of agreements as referred to in the Decree on Article 10 of the EU Takeover Directive:

• The Company has a €330 million syndicated revolving credit facility (‘the RCF’) which stipulates that a change of control provides the lenders with the right to cancel their undrawn commitments and declare outstanding loans due and payable;

• The company and its subsidiaries have entered into various important agreements that contain clauses that, in the event of a change of control, provide the other party with the right to terminate it. Individual agreements are not considered key agreements within the meaning of the Decree on Article 10 of the EU Takeover Directive, but jointly they are considered significant;

• The terms and conditions of the LTIPs stipulate that, upon the occurrence of a change of control, the Supervisory Board may decide to accelerate vesting on a prorated basis, both in terms of time and performance. The Supervisory Board is also authorised to withdraw conditional and unconditional performance shares in exchange for a cash payment at market value.

Rights per class of shares