5.1 Report of the Supervisory Board

The year 2025 marked the midpoint of BAM’s 2024–2026 strategy, Building a sustainable tomorrow. Through this, BAM aims to become a market leader in selected sustainable and profitable product-market combinations (PMCs). The strategy focuses on safeguarding profitability and mitigating project risk, driving transformation through industrialisation and digitalisation, and allocating resources to  growth markets.

During the year under review, the Supervisory Board closely monitored the execution of the strategy and is pleased to report that progress is generally on track. Maintaining a disciplined and critical approach to order intake, while simultaneously identifying and developing growth areas, is essential to achieving the sustainable growth which the company aspires. BAM’s return to the Euronext Midkap index, its inclusion in the CDP A List for the seventh consecutive year, and the strong returns to shareholders - via a €66 million dividend and the execution of a €50 million share buyback programme - are clear indicators of the company’s solid progress toward these goals.

On a different but equally important front, the company has developed and is implementing a group-wide safety programme to improve its safety performance trend. This initiative aims to ensure the health and safety of every person within BAM and on every project site. The Supervisory Board fully supports this effort and welcomes the steps that are being taken.

Supervisory Board activities

The Supervisory Board met 10 times during 2025, consisting of seven regular meetings and three 'edusessions'. In the regular meetings, the Supervisory Board and the Executive Committee discussed:

• safety,

• the current state of affairs and BAM’s financial and sustainability performance,

• market developments and order intake,

• development of working capital and cash flow,

• the company’s financial condition and

• investments and divestments.

The Supervisory Board committees reported on their activities in the quarterly meetings and the Supervisory Board was also updated by the Executive Committee on the business performance (including the status of key projects and large tenders) and HR related topics.

Other matters discussed in the quarterly meetings were the financial results of that quarter, draft press releases and reports from the internal and external auditors. The 2024 annual report and financial statements were reviewed in the February meeting, as was capital allocation (including share buy-back, dividend policy and the dividend proposal).

Supervisory Board attendance overview 2025

In addition to monitoring the business and financial performance of the company, the Supervisory Board devoted ample time to considering other topics, including compliance, strategy, sustainability, safety, energy transition and artificial intelligence.

The Supervisory Board places great value on maintaining an open and regular dialogue with shareholders and investors, viewing this as an opportunity to explain the Group’s strategy and performance, and to receive feedback. The Supervisory Board reviewed BAM’s investor relations activities and shareholder base at all its meetings, and was informed of the feedback from shareholders, investors and analysts.

Before each meeting, the Supervisory Board first met without the Executive Committee being present. Topics discussed in these pre-meetings included the preparation of the meeting, the annual self-assessment, and the remuneration policy and remuneration of the Executive Board members, including the determination of the variable portion of their remuneration for 2025 and the targets for 2026.

Corporate governance

Each year, BAM publishes an updated overview of its corporate governance compliance on the company's website. This provides transparency on how BAM complies with the Dutch Corporate Governance Code. The Supervisory Board took note of the updated Corporate Governance Code and the introduction of the Statement on Risk Management. The Supervisory Board and the Executive Board are of the opinion that the company’s corporate governance is up to standard. Further information is included in chapter 4.2.

Risk management

Effective risk management is fundamental to ensuring predictable performance and creating sustainable shareholder value. This therefore continues to be a top priority for the Supervisory Board and, as a consequence, risk management continues to feature prominently on the Supervisory Board’s agenda.

BAM’s strategic focus on key growth markets, combined with a rigorous stage-gate tendering process, plays a critical role in identifying potential risks at an early stage and implementing appropriate mitigation measures during tendering. The Supervisory Board fully endorses the Executive Committee’s strategic decision to refrain from tendering for large, complex, single-stage projects that present an unfavourable risk-reward balance. This decision underscores BAM’s commitment to selective and disciplined tendering, which is essential for reducing portfolio risk. By applying lessons learned from past challenges, BAM continues to strengthen its risk management framework. In collaboration with the Executive Committee, the Supervisory Board regularly reviews the company’s risk appetite to ensure clear boundaries for future engagements, aligned with long-term strategic objectives. This includes decisions to disengage from clients unwilling to agree on a fair allocation of risk.

The Supervisory Board also reviewed BAM’s business and project portfolio, including projects with elevated risk profiles and the phasing out of legacy projects, and discussed the measures in place to manage these risks. Additional assurance was provided by Internal Audit, which conducted audits on several high-exposure projects and issued recommendations to enhance project control measures.

As part of its annual risk management review, the Audit Committee discussed the results of BAM’s enterprise risk management assessment during its November meeting, attended by the Executive Director Group Control. This assessment provides a comprehensive overview of the key risks facing BAM in achieving its objectives, along with the corresponding mitigation strategies. The Supervisory Board was updated on this review and was also briefed on the status of compliance with BAM’s requirements framework, which underpins the Group’s internal risk management and control systems. In addition, the impact of the Statement on Risk Management ('Verklaring Omtrent Risicobeheersing') as a result of the updated Dutch Corporate Governance Code was assessed and monitored throughout the year. 

The Supervisory Board concluded that BAM has established adequate internal risk management and control systems, supported by financial reporting manuals, procedures for preparing financial statements, and a robust monitoring and reporting framework.

Specific areas of attention for 2025

In 2025, Safety and Sustainability were, as in the previous year, subject to specific attention by the Supervisory Board.

Safety

Following the comprehensive analysis in 2024 to identify the root causes of serious safety incidents and the systemic factors behind a negative trend, the Executive Committee launched a group-wide safety programme in 2025. This included the introduction of six Life Saving Rules, eight Safety Principles and Group Safety Standards to establish clear expectations and consistent ways of working, particularly in relation to high-risk activities. Alongside this, the company has implemented targeted initiatives to drive measurable improvement in safety performance. These include expanding training programmes, strengthening safety leadership, enforcing clear accountability at all levels and reinforcing disciplinary measures where standards are not met. The Supervisory Board actively monitored the execution of these initiatives throughout the year.

The Supervisory Board fully endorses the Executive Committee’s position that safety is BAM’s highest priority; for its employees, supply chain partners and society at large. Safety is not merely a compliance obligation; it is a fundamental responsibility that demands unwavering commitment and ownership from every leader and employee. The incident frequency (IF Total) improved to 2.5 (2024: 2.9). IF BAM decreased from 2.9 in 2024 to 2.7 in 2025. BAM remains committed to its ambition of zero incidents and to the continued reduction of the incident frequency rate. Achieving this goal requires continuous vigilance, strict adherence to standards, and personal accountability across the organisation.

Sustainability

BAM’s Sustainability strategy is an integral part of the strategic plan for 2024-2026. The strategy has been developed around six material themes concerning People and Planet, and is driven by the global challenges regarding climate change and inequality, and related developments concerning legislation, clients and competitors. These themes are aligned with the selected United Nations Sustainable Development Goals (SDGs) and include clear goals up to 2030. In 2025, the Supervisory Board was closely involved in reviewing the sustainability strategy and the goals that were set for the six themes. The Supervisory Board recognises the importance and connection of all six sustainability themes and supports BAM in its focus on achieving the targets it has set.

The Supervisory Board is delighted that BAM, as the only Dutch construction company, was rated on the CDP A-list for the seventh consecutive year. The Supervisory Board further notes a promising ongoing trend in reducing BAM’s environmental footprint. The Supervisory Board closely monitors the challenges in CO₂ measurements and the planned reductions in Scope 1, 2 and 3 emissions. BAM is on track to meet its ambitious 2026 target.

The company remains committed to reducing the Scope 3 CO₂ emissions of its operations by 50% in 2030 compared to the 2019 base year. While the company is ambitious in its Scope 3 approach, the Supervisory Board acknowledges that measuring Scope 3 emissions consistently and reliably is an enormous challenge, and that maturing the measurement process will be a multi-year journey for the company.

The Supervisory Board recognises the need to educate more clients to choose and pay for sustainable solutions as the goals cannot be achieved without customer cooperation.

Other activities

Beyond formal meetings, the Supervisory Board maintained active engagement with the Executive Committee and other senior management. The Chair of the Supervisory Board held regular discussions with BAM’s CEO, while the Chair of the Audit Committee maintained close contact with the CFO. In addition, the Chair and other Supervisory Board members met with a broad range of senior managers to receive briefings on key topics, including human resources, sustainability, finance, corporate governance and internal audit.

As part of its off-site meeting, in September, the Supervisory Board visited the Schiphol Airport project, in the Netherlands. In November, the Board toured the ABN AMRO headquarters project in Amsterdam, the Netherlands, and a delegation also visited the Transpennine Rail Upgrade project in Huddersfield, the United Kingdom.

A delegation of the Supervisory Board met with the Central Works Council in the Netherlands. The Council was consulted and provided advice regarding the nomination for reappointment of Mr Sheffield and Dr Skorupska as Supervisory Board members, as well as the nomination for appointment of Mr de Pater to the Executive Board. These appointments and reappointments were subsequently confirmed at the Annual General Meeting (‘AGM’) on 8 May 2025. Later in the year, the Works Council was again consulted and issued advice on the nomination of Paul Hamer as a Supervisory Board member, scheduled for appointment at the AGM on 7 May 2026.

Educational sessions are organised throughout the year to inform and enhance the Supervisory Board’s understanding of relevant matters. In 2025, these 'edusessions' covered topics such as the hydrogen transition for construction plants, Research and Development Credits in the UK, the Dutch housing market, BAM Residential and the UK rail sector. Besides aiming to deepen the Supervisory Board’s knowledge, these sessions also foster connections with other professionals within the organisation.

Composition of the Supervisory Board

Between 6 November 2024 and 8 May 2025, the Supervisory Board temporarily comprised seven members following the appointment of Mrs Hanson. At the AGM on 8 May 2025, Mr Boon stepped down, after which the Supervisory Board reverted to six members.

The Supervisory Board is chaired by Mr Rottinghuis, who has held this position since 2020. At the AGM on 8 May 2025, Mr Elfring assumed the role of Vice-Chair, succeeding Mr Boon. Further details on individual Supervisory Board members can be found in chapter 4.3.

Selection of new members

When appointing new members, the Supervisory Board considers expertise, experience, diversity and independence, as outlined in its profile (Schedule 2 of the Supervisory Board Rules of Procedure, available on BAM’s website). Candidates meet with the Executive Board and the Central Works Council, whose views are taken into account during the nomination process.

Diversity and inclusion

In line with the 2021 Dutch law on gender balance in corporate boards (Wet evenwichtiger verhouding tussen mannen en vrouwen in het bestuur en de raad van commissarissen), BAM has set and reaffirmed ambitious diversity targets for the Supervisory Board, Executive Committee and senior leadership group. An action plan has been implemented to achieve these targets. Further details on the targets, the action plan and the results are provided in chapter 3.2.

The Supervisory Board acknowledges the importance of diversity in its composition. Its profile includes a minimum target of 33% for both female and male members. Throughout the year the Supervisory Board met this target with 43% until the AGM on 8 May 2025 and 50% thereafter.

Induction

New members of the Supervisory Board follow a dedicated induction programme which is monitored by the Chair. The programme includes introductory meetings with internal and external stakeholders, such as members of the Executive Committee, senior managers and the external auditor. The induction programme also includes several project visits to gain insight into BAM’s business and operations.

Education and development

The Supervisory Board values continuous learning and development, whether through educational sessions or individual training. This is thoroughly assessed during the annual performance evaluation and supported by an annual educational budget for Supervisory Board members.

Independence

The Supervisory Board confirmed that in 2025 none of the Executive Board members held more than two other Supervisory Board positions at large organisations or served as chairs of such bodies. This complies with the Management and Supervision Act (Wet bestuur en toezicht rechtspersonen) and the Dutch Corporate Governance Code. Furthermore, no Supervisory Board member held more than five supervisory positions at Dutch listed companies or other large institutions. The Supervisory Board also reviewed the independence requirements as set out in best practice provisions 2.1.7 to 2.1.9 of the Dutch Corporate Governance Code and concluded that these have all been met.

Self-evaluation

In November 2025, the Supervisory Board conducted its annual self-evaluation. This self-evaluation is based on an extensive questionnaire that was completed by all members prior to the evaluation session. The feedback from the individual members was translated into an anonymised report which was subsequently discussed in a dedicated evaluation session.

Specific attention was paid to the key areas of supervision, namely strategy, risk management and internal audit, ethics and compliance culture as well as finance and accounting. The Supervisory Board compared its current composition to its profile and concluded that it is a well-functioning team, of an appropriate size, that benefits from expertise, diversity and international representation.

During the self-evaluation, a number of suggestions were made to further strengthen the Supervisory Board going forward. These focused on topics such as succession planning and finding the right balance between focus and distance. The Supervisory Board also expressed its wish to review the company’s risk appetite more broadly in 2026. As a follow-up to the self-evaluation, these topics will all be addressed during the normal execution of the Supervisory Board's duties.

Conflicts of interest

As part of its annual self-evaluation, the Supervisory Board reviewed the other positions held by its members and those of the Executive Board and confirmed that no conflicts of interest exist. No transactions involving conflicts of interest with members of the Supervisory Board occurred during the year. Given his (previous) role as a member of the Supervisory Board of KPMG, Mr Boon excused himself from the selection process for the new external auditor.

Supervisory Board committees

The Supervisory Board has four standing committees: the Audit Committee, the Remuneration Committee, the Nomination Committee, and the Health, Safety and Sustainability Committee. The first three committees are mandatory and in line with Dutch corporate governance requirements. The Health, Safety and Sustainability Committee was established in 2021 to emphasise the Supervisory Board’s commitment to these topics.

Each committee is tasked with supporting and advising the Supervisory Board on matters within its remit and preparing decisions for the Supervisory Board’s consideration. While the committees assist in these responsibilities, the Supervisory Board as a whole retains ultimate responsibility for the performance of its duties and for the preparatory work undertaken by the committees.

Audit Committee

In 2025, the Audit Committee was composed of Mrs Hanson, Mr Sheffield, Mr Elfring and Mr Boon (who stepped down from the Supervisory Board on 8 May 2025). Mrs Hanson succeeded Mr Boon as Chair of the Audit Committee per 8 May 2025. The composition of the committee is in line with the relevant provisions of the Corporate Governance Code. The Audit Committee reviews and recommends the decisions of the Supervisory Board regarding the supervision of the integrity and quality of the company’s financial and sustainability reporting, and the effectiveness of the company’s internal risk management and control systems. It also assists and advises the Supervisory Board in this respect.

Meetings and topics

The Committee met five times in 2025. It held four regular meetings in which the financial results were discussed, plus an additional meeting, in December, to discuss the budget and plans for 2026. The CFO, the Executive Director Group Control, the Group Director Internal Audit and the external auditor attended all regular Audit Committee meetings. In line with its tasks and responsibilities, the Audit Committee addressed many topics, including the development of BAM’s key financial figures, the reports of the external auditor, the internal audit plan for 2026, the introduction of the Statement on Risk Management as a result of the updated Corporate Governance Code, and the output and impact of the new mandatory sustainability reporting requirements. In addition, developments relating to tax, IT, insurance, legislation (including material legal proceedings), funding compliance, risk management (including cyber risks) and pensions were monitored and reviewed, as well as BAM’s progress on the transformation of its IT and ERP landscape and finance functions.

External auditor

The external auditor briefed the Audit Committee on relevant developments in the audit profession and on the major findings of their audit and review procedures. The Committee met with the external auditor without the Executive Board being present, and reported to the Supervisory Board on the performance of, and relationship with, the external auditor. Furthermore, the Chair of the Audit Committee regularly communicated on a one-to-one basis with the external auditor. The Audit Committee considers the company’s relationship with the external auditor to be effective.

Remuneration Committee

In 2025, the Remuneration Committee comprised Mrs Koopmans (Chair), Mr Elfring and Dr Skorupska. The Committee’s primary responsibility is to advise the Supervisory Board on the remuneration policy, the terms of employment for members of the Executive Board and the remuneration of both the Supervisory Board and Executive Board members. In addition, the remuneration of Executive Committee members who are not part of the Executive Board is subject to Supervisory Board approval.

Meetings and topics

During the year, the Committee met four times, with the CEO and CHRO attending when considered appropriate. In February, it submitted proposals to the Supervisory Board regarding the payout of the 2024 short-term incentive plan and the vesting of the 2022–2024 long-term incentive plan, based on BAM’s performance against predefined objectives and targets.

The Committee further monitored developments within the labour market reference group and conducted a detailed benchmark of Executive Board and Supervisory Board remuneration to ensure continued alignment with market standards in accordance with the commitments that were made in the remuneration policies. The Committee also reviewed the fixed remuneration of the CEO and CFO, taking into account macroeconomic factors, company performance and broader workforce developments, and submitted a proposal for indexation of their fixed remuneration which was subsequently approved by the Supervisory Board.

The Committee paid attention to broader topics as well, including a session on gender pay gap developments and the implementation of the European Pay Transparency Directive. In December, working closely with the Health, Safety and Sustainability Committee and the Audit Committee, it submitted proposals regarding the objectives of the 2026 short-term incentive plan and the 2026–2028 long-term incentive plan. Finally, the Committee prepared the remuneration report, explaining how the remuneration policy was applied in practice, and carried out its annual self-assessment.

Nomination Committee

During 2025, the Nomination Committee consisted of Mr Rottinghuis (Chair), Mrs Koopmans and Mrs Hanson. The key responsibility of the Nomination Committee is to make proposals to the Supervisory Board regarding the size and composition of the Supervisory Board and the Executive Board, with regard to selection criteria. These proposals cover selection procedures, appointments and reappointments to both boards as well as the assessment of their performance. The Nomination Committee also monitors the Executive Board’s policy on selection criteria and appointment procedures for senior management, succession planning and talent development, and holds annual appraisals with the individual members of the Executive Board.

Meetings and topics

The Nomination Committee met twice in 2025. In addition, members consulted each other a number of times outside the formal meetings. Items discussed included the composition of the Supervisory Board, Executive Board, Executive Committee and senior leadership, including inclusion and diversity. In addition, the Nomination Committee, the CEO and the CHRO discussed succession planning and development among senior leadership, the results of the 2025 talent review cycle and the selection criteria and appointment procedure for senior leadership. Additionally, the Nomination Committee was updated regularly on initiatives on the People roadmap.

In 2025, the nominations of Mr de Pater, as successor of Mr den Houter, and Mrs Hanson, as successor of Mr Boon, were presented and approved during the Annual General Meeting. Mr de Pater started effectively in the rol of CFO as of 1 March 2025, and Mrs Hanson started as a member of the Supervisory Board in the role of Chair of the Audit Committee as of 1 May 2025. The Nomination Committee prepared these nominations. Although he already served as a member of the Supervisory Board for two periods of four years, the Supervisory Board resolved to nominate Mr Sheffield for reappointment as a member of the Supervisory Board for a further period of one year in order to retain his extensive experience in the construction industry and to create flexibility in the rotation schedule of the Supervisory Board. The Annual General Meeting approved this nomination. Later in the year, the Nomination Committee also prepared the decision of the Supervisory Board to nominate Mr Paul Hamer as a member of the Supervisory Board (succeeding Mr Sheffield), which will be presented to the Annual General Meeting in 2026 for appointment.

Health, Safety and Sustainability Committee

Throughout 2025, the Health, Safety and Sustainability (HSS) Committee, consisting of Mr Rottinghuis (Chair), Mr Sheffield and Dr Skorupska, continued to oversee and challenge the company’s approach across these areas. The Committee is responsible for reviewing and advising on BAM’s policies, management practices, culture and performance in this domain. As of 1 January 2026, Dr Skorupska has taken over the role of Chair of this committee.

Meetings and topics

The HSS Committee met four times in 2025. The members also consulted among themselves outside the formal meetings. With the launch of BAM’s Group wide Safety Programme, the CHRO and Programme Director joined the COOs and the Head of Group Sustainability for these sessions. The Committee addressed a broad range of strategic topics central to BAM’s safety and sustainability ambitions.

The Committee maintained detailed oversight of the Group Safety Programme, welcoming the introduction of the Life Saving Rules and related Group Standards, and strengthened leading and lagging KPIs. Divisional updates highlighted further cultural and operational improvements, including enhanced incident reporting and increased leadership visibility on projects, supported by the expansion of safety visits across both divisions.

A further area of focus was BAM’s sustainability performance, which was reviewed regularly throughout the year. The Committee discussed progress against carbon reduction targets, developments in circularity and biodiversity and the impact of global trends on BAM’s sustainability strategy. The Committee reviewed the updated Double Materiality Assessment and agreed that the results reflect the most material topics for BAM. Broader developments were also considered. These included insights from BAM’s participation at COP29, the challenges of HVO fuel use on major infrastructure projects and the company’s continued achievement of a CDP A rating.

These discussions reflect the Supervisory Board’s continued commitment to ensuring BAM strengthens its safety culture and advances its sustainability performance.

Executive Board and Executive Committee

The Supervisory Board primarily interacts with the Executive Board and Executive Committee through its regular meetings and those of its committees. However, there are ample contacts between formal meetings, be they during bilateral meetings, site visits, educational sessions, social events or other occasions.

The Supervisory Board reviewed the functioning of the Executive Board and its members, based on input received from the Executive Board following its own performance evaluation. The outcome of the review by the Supervisory Board was shared and discussed with the members of the Executive Board. The Supervisory Board appreciated the open discussions and transparent communications and felt that the Executive Board was functioning well.

External auditor

During the year under review, the external auditor, EY Accountants B.V. (‘EY’), reported on its 2024 audit and attended the quarterly meetings with the Audit Committee, two meetings of the Supervisory Board and the Annual General Meeting on 8 May 2025. Outside the meetings, there were several informal contacts between the signing partner, the Chair of the Supervisory Board and the Chair of the Audit Committee respectively.

The 2025 assurance plan was presented to, and discussed with, the Audit Committee and the Supervisory Board, and subsequently approved. During the audit of the 2024 financial statements and the review of the 2025 interim financial statements, the Supervisory Board met with EY to discuss its reports. The relationship between EY and the Supervisory Board was effective and open.

The Supervisory Board established that EY received the financial and sustainability information on which the reports were based in a timely manner, and noted that it had discussed the information provided with the Executive Board and various senior managers. The Supervisory Board took note of the reports as prepared by EY and monitored the follow-up of the identified recommendations.

Areas of emphasis

In the February and July meetings, the Supervisory Board discussed with EY and the Executive Board the areas of audit emphasis, the valuation of projects and revenue recognition for key projects, regulations, sustainability and the valuation of land and building rights. Other topics discussed were the findings regarding the company’s internal control environment and financial processes, valuation of deferred taxes, IT general controls (including cyber risks) and fraud and (non-) compliance with laws and regulations.

Appointment of KPMG as external auditor for 2026, 2027 and 2028

Pursuant to Regulation (EU) no 537/2014, BAM is required to change audit firm after a maximum period of 10 years from the first year of its engagement. EY Accountants B.V. was appointed in 2015 to audit BAM’s financial statements 2016. BAM was therefore required to select a new auditor to audit the 2026 and subsequent financial statements. At the Annual General Meeting in 2025, KPMG was appointed as the new external auditor for the years 2026, 2027 and 2028.

Relationship with shareholders

The Annual General Meeting took place on 8 May 2025. Shareholders were given the opportunity to participate in person. The Annual General Meeting was prepared by the Executive Board and Supervisory Board. The external auditor was present and provided an explanation of the audit procedures performed. Besides the regular topics, the agenda also included the appointment of Mr de Pater as a member of the Executive Board and the reappointment of Mr Sheffield and Dr Skorupska as members of the Supervisory Board. The agenda further included the cancellation of shares and the appointment of KPMG Accountants N.V. as external auditor responsible for auditing the 2026, 2027 and 2028 financial statements, and for providing assurance on the sustainability statements for those years.

Financial statements 2025

This annual report includes the 2025 financial statements, duly prepared by the Executive Board. The financial statements have been audited by EY; the unqualified independent auditor’s report is included in chapter 8.1.

The Audit Committee discussed the financial statements with the Executive Board and the external auditor. The Audit Committee also discussed the auditor’s reports and the quality of internal risk management and control systems. The Audit Committee held this discussion with the external auditor without the Executive Board being present. Subsequently, the Supervisory Board discussed this annual report, including the financial statements, with the Executive Board in the presence of the external auditor.

The Supervisory Board took note of the reports from the Audit Committee and reviewed the auditor’s report and the quality of internal risk management and control systems. The Supervisory Board concluded that it should approve the 2025 financial statements.

The Supervisory Board recommends that the 2025 financial statements be adopted during the Annual General Meeting, to be held on 7 May 2026. The Supervisory Board is of the opinion that the financial statements, the report by the Executive Board and the report by the Supervisory Board provide a solid basis on which to hold the Executive Board accountable for the management of policies pursued, and the Supervisory Board accountable for its supervision of these policies. The members of the Supervisory Board signed the financial statements in accordance with their statutory obligations under article 2:101, paragraph 2 of the Dutch Civil Code.

The Supervisory Board also recommends the Annual General Meeting to adopt the proposal of the Executive Board to make a distribution of €0.30 per share against the net result of 2025.

Final comments

On behalf of the Supervisory Board, I would like to express our sincere appreciation to everyone across the organisation for their dedication and hard work throughout the past year. The commitment of our employees has enabled us to navigate challenges, seize opportunities, and deliver strong results that reflect the resilience and ambition of our company.

We recognise that these achievements are the outcome of countless individual and team efforts, often under demanding circumstances. The ability to adapt, innovate and maintain focus on our strategic priorities has been instrumental in driving progress and creating value for all stakeholders.

This year’s performance demonstrates not only operational excellence but also the strength of our culture and collaboration. It is thanks to the professionalism and passion that we continue to build a sustainable future for our business.

As we look ahead, the Supervisory Board remains confident that, together, we will continue to achieve our goals and respond effectively to the evolving market environment. Thank you once again for your outstanding contribution to our shared success.

Bunnik, the Netherlands, 25 February 2026

On behalf of the Supervisory Board,
Henk Rottinghuis, Chair