Annual report 2019

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Fugro, SBM Offshore, Sligro, VolkerWessels, PostNL, Wolters Kluwer, Arcadis, Vopak, Aalberts Industries, OCI, KPN and TKH Group. In 2017, the Remuneration Committee evaluated the remuneration policy for the members of the Board of Management. The survey was carried out again in 2019. The outcome of these remuneration surveys showed that the members of the Board of Management receive an appropriate basic salary, but that the overall direct compensation package for all members of the Board of Management are in comparison with the market reference group below or around the lowest quartile (P25). This as a result of a relatively low long-term variable component. In addition, more and more (AEX and AMX-listed) companies have a share-based long-term incentive scheme. The remuneration surveys also calibrated the level of remuneration of members of the Supervisory Board. The results showed that the remuneration of the Supervisory Board is below or around the lowest quartile (P25) of the market reference group. Based on the above, the Supervisory Board has decided to schedule a proposal for the agenda of the Annual General Meeting of Shareholders on 13 May 2020 to adjust the current remuneration policy. In this proposal the remuneration for the Board of Management and the Supervisory Board will be brought more in line with the market. As part of that, a share-based long-term incentive scheme will be introduced for the Board of Management. In addition the proposal will incorporate the amendments necessary to bring the policies in accordance with the requirements of the Act Implementation EU Shareholders Directive. The overview of the activities of the Remuneration Committee is also published in the Remuneration report 2019 on the website of the company (www.boskalis.com). Remuneration policy for the Board of Management The current remuneration policy for the Board of Management was adopted by the Extraordinary General Meeting of Shareholders on 21 January 2011. The remuneration policy is consistent with the strategy and core values of Boskalis. These are centered on a long-term value orientation, a balanced risk reward approach for contracting projects, and the continuity of the business and take into account the interests of Boskalis’ shareholders, clients, employees as well as the ‘wider environment’. In 2019 the remuneration policy was applied in accordance with the remuneration policy as last adopted by the Extraordinary General Meeting of Shareholders on 21 January 2011. The full text of the remuneration policy can be found on the Boskalis website. In accordance with the Act Implementation EU Shareholders Directive the remuneration policy for the Board of Management shall be scheduled for adoption for the Annual General Meeting of Shareholders in 2020. Remuneration policy for the Supervisory Board The remuneration policy for the Supervisory Board was adopted by the General Meeting of Shareholders on 10 May 2012. In 2019 the remuneration was applied in accordance with the remuneration policy as adopted. In accordance with the Act

Implementation EU Shareholders Directive the remuneration policy for the Supervisory Board shall be scheduled for adoption for the Annual General Meeting of Shareholders in 2020. Reports and fndings of the meetings of the Remuneration Committee were presented to and discussed with the entire Supervisory Board. SELECTION AND APPOINTMENT COMMITTEE Members of the Selection and Appointment Committee At the beginning of 2019 the Selection and Appointment Committee consisted of three members, with Mr. Van der Veer acting as Chairman and Mr. Van Wiechen and Mr. Van Woudenberg as members. On 8 May 2019 Mr. Van Woudenberg stepped down as member of the Selection and Appointment Committee. As per the same date Ms. Haaijer joined the Selection and Appointment Committee as member. Duties and responsibilities of the Selection and Appointment Committee It is the role of the Selection and Appointment Committee to advise the Supervisory Board on: ‚ ‚ drawing up selection criteria and nomination procedures with respect to members of the Supervisory Board and members of the Board of Management of the company; ‚ ‚ the periodic assessment of the size and composition of the Supervisory Board and the Board of Management and submission for a profile of the Supervisory Board; ‚ ‚ the periodic assessment of the performance of individual members of the Supervisory Board and Board of Management and reporting thereon to the Supervisory Board; ‚ ‚ drawing up a plan for the succession with respect to members of the Supervisory Board and the members of the Board of Management; ‚ ‚ proposing appointments and re-appointments; ‚ ‚ supervising the policy of the Board of Management with respect to selection criteria and appointment procedures for the senior management of the company. Activities during 2019 In 2019 the Selection and Appointment Committee held two meetings. The attendance rate for the meetings of the Selection and Appointment Committee was 100%. In addition, the members consulted by telephone on several occasions outside these meetings. During the year under review, the Selection and Appointment Committee discussed the plan for the balanced composition of the Board of Management and the composition and size of the Supervisory Board, bearing in mind the profle, retirement rota, and the evaluation of the performance of the Board of Management collectively and its members individually. In that regard the Selection and Appointment Committee also discussed the succession of the Board of Management in accordance with the succession plan. On 8 May 2019 the term of appointment of Mr. Kamps as member of the Board of Management ended. Mr. Kamps informed the Supervisory Board that he was not available for reappointment. The Selection and Appointment Committee, after a

ANNUAL REPORT 2019 – BOSKALIS