25. Employee benefits

(a) Pension obligations

A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. The Group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. A defined benefit plan is a pension plan that is not a defined contribution plan.

The liability recognised in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid and that have terms to maturity approximating to the terms of the related pension obligation. When the plan assets exceed the defined benefit obligation, the Group recognises a pension asset, which is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. An economic benefit is available when it can be realised during the life of the plan, or upon settlement of the plan’s liabilities. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited in other comprehensive income in the period in which they arise. Current service costs of defined benefit plans are recognised immediately in the income statement, as part of ‘employee benefit expenses’, and reflect the increase in the defined benefit obligation resulting from employee service in the current year, benefit changes, curtailments and settlements. Past-service costs are recognised immediately in the income statement. Interest expenses are included in the ‘employee benefit expenses’.

For defined contribution plans, the Group pays contributions to administered pension insurance plans on a mandatory, contractual or voluntary basis. The Group has no further payment obligations once the contributions have been paid. The contributions are recognised as employee benefit expense when they are due. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available.

(b) Other employment obligations

Other employment obligations comprise jubilee benefits, retirement gifts, temporary leaves and similar arrangements and have a non-current nature. These obligations are discounted to their present value. Remeasurements are recognised- in profit or loss.

2025

2024

Defined benefit asset

35,095

46,123

Defined benefit liability

8,548

14,474

Other employee benefits obligations

12,573

12,774

21,121

27,248

The Group operates defined contribution plans in the Netherlands, United Kingdom, Belgium, Germany and Ireland under broadly similar regulatory frameworks. All pension plans that are accounted as defined benefit arrangement are closed for new entrants. Defined benefit plans in the United Kingdom and Ireland are in a net asset position; there is no asset ceiling on these plans as the Group is entitled to a return of surplus at the end of the plans’ lives. A further description of the post-employment benefit plans per country is as follows:

Netherlands

In the Netherlands, the Group makes contributions to defined benefit schemes as well as defined contribution schemes. The pension schemes in the Netherlands are subject to the regulations as stipulated in the Pension Act. Due to the Pension Act the pension plans need to be fully funded and need to be operated outside the Company through a separate legal entity. Several multi- employer funds and insurers operate the various pension plans. The Group has no additional responsibilities for the governance of these schemes. The Group has made agreements with a specific group of pensioners regarding a possible supplementary indexation, the granting of which is entirely at the discretion of the Group and will only be considered if, at a minimum, the associated conditions are met. 

The basic pension for every employee is covered by multi-employer funds in which also other companies participate based on legal requirements. These funds have an indexed average salary scheme and are therefore defined benefit schemes. Specifically, these are the industry pension funds for construction, metal & technology and railways. As these funds are not equipped to provide the required information on the Group’s proportionate share of pension liabilities and plan assets, the defined benefit plans are accounted for as defined contribution plans. The Group is obliged to pay the predetermined premium for these plans. The Group may not reclaim any excess payment and is not obliged to make up any deficit, except by way of the adjustment of future premiums. The build-up of future pension entitlements for employees is covered by the multi-employer funds or external insurance companies. Defined benefit schemes are closed for future accumulation and indexation is mainly linked to the industry pension fund for construction. Pensions for salaries exceeding the basic pension amount (top-up part) are not covered by multi-employer funds and are carried out under separate contracts and qualify as defined contribution schemes. The Group has established an accountability committee, with representation from the Central Works Council (CWC) and the Socio-Economic Committee of the BAM pensioners association (SEC).

At year-end 2025, the (twelve-month average) coverage rate of the industry pension fund for construction is 133% (2024: 126%). The industry pension fund for metal and technical sectors has a (twelve-month average) coverage rate of 115% at year-end 2025 (2024: 113%). The (twelve-month average) coverage rate of the industry pension fund for railways is 136% (2024: 132%).

United Kingdom

In the United Kingdom, the Group makes contributions to defined benefit plans as well as defined contribution plans. The Group is responsible for making supplementary contributions to recover the historical financing deficits. The plan for supplementary contributions was last revised after the most recent actuarial valuations of the funds in April 2023 and led to supplementary contributions of €2 million in 2025 (2024: €6 million). The Group replaced the closed defined benefit pension schemes with defined contribution schemes, which are executed by an independent insurance company. Following the closure of future accumulation in defined benefit pension schemes in 2010, employees who participated in these schemes were invited to participate in the defined contribution schemes.

During 2023, the High Court in the United Kingdom concluded in a case between Virgin Media and NTL Pension Trustees II that a salary-related contracted-out scheme cannot be changed unless the actuary confirmed in writing (through a so-called section 37 confirmation) that the scheme would continue to satisfy the legal norms. If such confirmation would not exist, the High Court concluded that the change would automatically void. In 2024, an appeal of the case in the Court of Appeal was dismissed and the ruling upheld. The case has the potential to cause significant issues in the United Kingdom pensions industry. An initial assessment of the historic scheme amendments has identified that the majority of amendments do not require further action at this stage. For some amendments, further investigation is required to identify as to whether the appropriate written actuarial confirmation was in place at the date of the amendment. Until the exercise is completed, it is impossible to estimate the potential impact, if any, on the Group’s schemes.

In addition, several defined benefit schemes are accounted for as defined contribution schemes as the external parties administering the funds are not able to provide the required information. These schemes have a limited number of members. The Group is obliged to pay the predetermined premium for these plans. The Group may not reclaim any excess payment and is not obliged to make up any deficit, except by way of the adjustment of future premiums. The Group did not make material contributions in 2025 and 2024.

Ireland

In Ireland, the Group has a defined benefit scheme and a multi-employer pension scheme, which was fully converted from a defined benefit scheme to a defined contribution scheme with effect from 1 January 2006 for new entrants. The Group is responsible for making supplementary contributions to recover the historical financing deficits. The plan for supplementary contributions was last revised after the most recent actuarial valuations of the funds in 2017 and led to supplementary contributions of €4 million in 2025 (2024: €4 million).

Other

Includes pension plans in Belgium and Germany. In Belgium, the Group makes contributions to a relatively small defined benefit scheme that is executed by an external insurance company. The Group has also made arrangements for employees to participate in a defined contribution scheme. The defined contribution plans are subject to the law of 28 April 2003 on occupational pensions and due to changes in the law in December 2015 defined contribution plans are classified and accounted for as defined benefit plans.

In Germany, the Group operates one remaining small defined benefit pension scheme financed by the employer, which is closed to new participants.

The significant actuarial assumptions per country were as follows:

Netherlands

United Kingdom

Ireland

Other

2025

Discount rate

3.8%

5.5% - 5.7%

4.30%

3.8% - 4.2%

Salary growth rate

-

-

-

0% - 3%

Pension growth rate

0% - 3.5%

2.1% - 3.0%

0% - 2.1%

2.0% - 2.3%

2024

Discount rate

3.3%

5.5% - 5.6%

3.8%

3.2% - 3.6%

Salary growth rate

-

-

-

2.0% - 2.3%

Pension growth rate

0% - 3.5%

2.1% - 3.2%

0% - 2.1%

2.0% - 2.3%

Assumptions regarding future mortality are based on actuarial advice in accordance with published statistics and experience in each country.

Movements in the defined benefit pension plans over the year are as follows:

Netherlands

United Kingdom

Ireland

Other

Total

As at 31 December 2025

Defined benefit liability

(1,180)

-

-

(7,368)

(8,548)

Defined benefit asset

-

34,739

356

-

35,095

(1,180)

34,739

356

(7,368)

26,547

Present value of obligation

As at 1 January 2025

260,646

560,925

69,033

21,367

911,971

Service cost

-

241

1,020

225

1,486

Interest expense

8,327

29,352

2,537

703

40,919

Remeasurements

(10,673)

(8,583)

(5,294)

(3,368)

(27,918)

Plan participants contributions

-

-

215

114

329

Benefit payments

(16,628)

(32,531)

(4,750)

(1,346)

(55,255)

Settlements

(49,076)

-

-

-

(49,076)

Transfer to held for sale

-

-

-

-

-

Disposals

-

-

-

-

-

Exchange rate differences

-

(27,473)

-

51

(27,422)

As at 31 December 2025

192,596

521,931

62,761

17,746

795,034

Fair value of plan assets

As at 1 January 2025

254,853

602,455

73,626

12,686

943,620

Interest income

8,198

31,571

2,800

402

42,971

Remeasurements

(10,272)

(16,338)

(13,438)

(2,377)

(42,425)

Employer contributions

4,520

3,057

4,664

848

13,089

Plan participants contributions

-

-

215

113

328

Benefit payments

(16,628)

(32,531)

(4,750)

(1,346)

(55,255)

Administration cost

(179)

(2,123)

-

-

(2,302)

Settlements

(49,076)

-

-

-

(49,076)

Disposals

-

-

-

-

-

Transfer to held for sale

-

-

-

-

-

Exchange rate differences

-

(29,421)

-

52

(29,369)

As at 31 December 2025

191,416

556,670

63,117

10,378

821,581

Netherlands

United Kingdom

Ireland

Other

Total

Amounts recognised in the income statement

Service cost

-

241

1,020

225

1,486

Net interest expense

129

(2,219)

(263)

301

(2,052)

Changes and plan amendments and settlements

-

-

-

-

-

Administration cost

179

2,123

-

-

2,302

308

145

757

526

1,736

Amounts recognised in other comprehensive income

Remeasurements:

• Return on plan assets, excluding interest income

10,272

16,338

13,438

2,377

42,425

• (Gain)/loss from change in demographic assumptions

-

(390)

-

-

(390)

• (Gain)/loss from change in financial assumptions

(10,102)

(12,858)

(5,294)

(1,164)

(29,418)

• Experience (gains)/losses

(571)

4,666

-

(2,205)

1,890

(401)

7,756

8,144

(992)

14,507

Income tax

-

(1,939)

(1,018)

(78)

(3,035)

Remeasurement net of tax

(401)

5,817

7,126

(1,070)

11,472

Netherlands

United Kingdom

Ireland

Other

Total

As at 31 December 2024

Defined benefit liability

(5,793)

-

-

(8,681)

(14,474)

Defined benefit asset

-

41,530

4,593

-

46,123

(5,793)

41,530

4,593

(8,681)

31,649

Present value of obligation

As at 1 January 2024

277,423

588,648

68,838

22,256

957,165

Service cost

-

73

1,002

198

1,273

Interest expense

8,345

27,734

2,429

787

39,295

Remeasurements

(8,689)

(54,022)

(494)

(645)

(63,850)

Plan participants contributions

-

-

237

121

358

Benefit payments

(16,433)

(28,468)

(2,979)

(1,350)

(49,230)

Exchange rate differences

-

26,960

-

-

26,960

As at 31 December 2024

260,646

560,925

69,033

21,367

911,971

Fair value of plan assets

As at 1 January 2024

267,116

639,689

69,691

13,373

989,869

Interest income

8,077

30,222

2,540

483

41,322

Remeasurements

(7,267)

(72,488)

(326)

(782)

(80,863)

Employer contributions

3,539

6,459

4,463

850

15,311

Plan participants contributions

-

-

237

120

357

Benefit payments

(16,433)

(28,468)

(2,979)

(1,350)

(49,230)

Administration cost

(179)

(2,114)

-

(8)

(2,301)

Exchange rate differences

-

29,155

-

-

29,155

As at 31 December 2024

254,853

602,455

73,626

12,686

943,620

Netherlands

United Kingdom

Ireland

Other

Total

Amounts recognised in the income statement

Service cost

-

73

1,002

198

1,273

Net interest expense

268

(2,488)

(111)

304

(2,027)

Administration cost

179

2,114

-

8

2,301

447

(301)

891

510

1,547

Amounts recognised in other comprehensive income

Remeasurements:

• Return on plan assets, excluding interest income

7,267

72,488

326

782

80,863

• (Gain)/loss from change in demographic assumptions

(731)

2,475

2,146

-

3,890

• (Gain)/loss from change in financial assumptions

(7,958)

(58,398)

(3,186)

(21)

(69,563)

• Experience (gains)/losses

-

1,901

546

(625)

1,822

(1,422)

18,466

(168)

136

17,012

Income tax

366

(4,615)

22

(50)

(4,277)

Remeasurement net of tax

(1,056)

13,851

(146)

86

12,735

The average duration of the defined benefit obligations per country were as follows:

Netherlands

United Kingdom

Ireland

Other

Average duration (in years) - 2025

10

12

16

10

Average duration (in years) - 2024

11

13

17

10

Plan assets are comprised as follows:

Netherlands

United Kingdom

Ireland

Other

Total

2025

Equity instruments

-

44,747

6,962

-

51,709

Debt instruments

-

488,883

51,664

-

540,547

Property

-

830

3,121

-

3,951

Qualifying insurance policies

191,416

7,467

-

10,378

209,261

Cash and cash equivalents

-

14,743

1,370

-

16,113

191,416

556,670

63,117

10,378

821,581

2024

Equity instruments

-

71,288

5,291

-

76,579

Debt instruments

-

511,159

64,009

-

575,168

Property

-

3,899

3,086

-

6,985

Qualifying insurance policies

254,853

339

-

12,686

267,878

Cash and cash equivalents

-

15,770

1,240

-

17,010

254,853

602,455

73,626

12,686

943,620

Plan assets do not include the Company’s ordinary shares. Assets with a value of €252 million are unquoted (2024: €360 million).

The impact to the defined benefit obligation to changes in weighted principal assumptions is as follows:

2025

2024

Increase by

Decrease by

Increase by

Decrease by

0,5%

0,5%

0,5%

0,5%

Discount rate

(€43 million)

€47 million

(€52 million)

€58 million

Indexation

€23 million

(€22 million)

€29 million

(€27 milion)

Salary increase

€0 million

(€0 million)

€0 million

(€0 million)

If the life expectancy increases or decreases by one year, the pension liability will increase or decrease by approximately €29 million (2024: increase or decrease by €34 million). The sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur as changes in assumptions are correlated. The sensitivity analyses are based on the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) as when calculating the pension liability recognised within the statement of financial position.

Through its defined benefit pension plans the Group is exposed to a number of risks, the most significant of which are detailed below:

Risk

Impact

Asset volatility

Plan liabilities are calculated using a discount rate set with reference to corporate bond yields; if plan assets underperform this yield, this will create a deficit.

Bonds yields

A decrease in corporate bond yields will increase plan liabilities, although this will be partially offset by an increase in the value of the plans’ bond holdings.

Salary growth

Plan liabilities are calculated based on future salaries of the plan participants, so increases in future salaries will result in an increase in the plan liabilities.

Pension growth

The majority of the plan liabilities are calculated based on future pension increases, so these increases will result in an increase in the plan liabilities.

Life expectancy

The majority of the plan liabilities are to provide benefits for the life of the member, so increases in life expectancy will result in an increase in the plan liabilities.

For funded plans, the Group ensures that the investment positions are managed within an asset-liability matching (‘ALM’) framework that has been developed to achieve long-term investments that are in line with the obligations under the pension schemes. The Group’s ALM objective is to match assets to the pension obligations by investing in long-term fixed interest securities with maturities that match the benefit payments as they fall due and in the appropriate currency. The Group monitors how the duration and the expected yield of the investments are matching the expected cash outflows arising from the pension obligations. The Group has not changed the processes used to manage its risks from previous periods. Investments are well diversified, such that the failure of any single investment would not have a material impact on the overall level of assets.

Employer contributions to post-employment benefit plans for 2026 are expected to decrease from €13 million in 2025 to €6 million. The contributions in 2024 and 2025 include extra amounts for indexation.