Annual report 2019

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accordance with the Profle to make a binding nomination to the Annual General Meeting of Shareholders to reappoint Mr. Van der Veer as member of the Supervisory Board, due to his extensive experience as Chairman and member of the Supervisory Board and the professional manner in which he fulflls that Chairman- and membership the Supervisory Board adopted this recommendation and made a binding nomination to the Annual General Meeting of Shareholders to reappoint Mr. Van der Veer for a period commencing on 8 May 2019 until and including the Annual General Meeting of Shareholders in 2023. The Annual General Meeting of Shareholders reappointed Mr. Van der Veer as member of the Supervisory Board on 8 May 2019. On 8 May 2019 the term of appointment of Mr. Van Wiechen as member of the Supervisory Board ended. The Selection and Appointment Committee proposed to the Supervisory Board in accordance with the Profle to make a binding nomination to the Annual General Meeting of Shareholders to reappoint Mr. Van Wiechen as member of the Supervisory Board. This nomination deviates of best practice 2.2.2 of the Code, but is due to Mr. Van Wiechen’s position of director at HAL Investments B.V., his extensive experience as member of the Supervisory Board and the professional manner in which he fulflls that membership. The Supervisory Board adopted this recommendation and made a binding nomination to the Annual General Meeting of Shareholders to reappoint Mr. Van Wiechen for a period commencing on 8 May 2019 until and including the Annual General Meeting of Shareholders in 2023. The Annual General Meeting of Shareholders reappointed Mr. Van Wiechen as member of the Supervisory Board on 8 May 2019. The company arranged an induction program for Ms. Tammenoms Bakker and Mr. Sperling in the autumn of 2019 to familiarize them with the general affairs of the company regarding fnancial, social and legal matters, the workings of the Supervisory Board, the markets Boskalis is operating in, its culture and the works council. No further training needs have been identifed for the Supervisory Board or the Board of Management in the year under review. Reports and fndings of the meetings of the Selection and Appointment Committee were presented to and discussed with the entire Supervisory Board. DUTCH CORPORATE GOVERNANCE CODE Since the introduction of the Dutch Corporate Governance Code (the “Code”) in 2004 and the revision in 2016, the principles of proper corporate governance and best practice provisions set out in the Code have regularly been discussed at Supervisory Board meetings. The principal points of the Boskalis Corporate Governance policy can be found on pages 68 and 69 of this annual report. In the opinion of the Supervisory Board, the provisions of the Code regarding the independence of the members of the Supervisory Board have been complied with. The Supervisory Board considers Mr. Van Wiechen the only Supervisory Board member not to be independent in light of the Code, due to the fact that he fulflls the position of director at HAL Investments B.V.,

which company holds as at 30 September 2019 a major interest of 43.51% in the share capital of Boskalis.

Outside the presence of the Board of Management the Supervisory Board discussed the performance of the Board of Management. It also discussed the performance of the Supervisory Board, the Chairman of the Supervisory Board, the three committees and the individual members of the Supervisory Board. This evaluation was conducted by means of a questionnaire as well as through collective and bilateral discussions between the members of the Supervisory Board, the Chairman of the Supervisory Board and the Chairman of the Board of Management. In its opinion the Supervisory Board is functioning well. The Supervisory Board wishes to thank the employees and the Board of Management of Boskalis for the great efforts they have shown in 2019, especially considering the current market conditions.

Papendrecht / Sliedrecht, 4 March 2020

Supervisory Board

Mr. J. van der Veer, Chairman Mr. H.J. Hazewinkel, deputy Chairman Ms. I. Haaijer Mr. J.P. de Kreij Mr. D.A. Sperling Ms. J.A. Tammenoms Bakker Mr. J.N. van Wiechen

ANNUAL REPORT 2019 – BOSKALIS