Boskalis Annual Report 2020

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Reports and findings of the meetings of the Selection and Appointment Committee were presented to and discussed with the entire Supervisory Board.

Activities during 2020 In 2020, the Selection and Appointment Committee held two meetings. The attendance rate for the meetings of the Selection and Appointment Committee was 100%. One meeting was held via Microsoft Teams due to the COVID-19 preventive measures and restrictions. 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 profile, 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. Furthermore, the Selection and Appointment Committee also paid attention to the succession of the Supervisory Board in accordance with the succession plan. On 30 June 2020, the term of appointment of Mr. Hazewinkel as member of the Supervisory Board ended. The Selection and Appointment Committee, after a careful selection process, found Ms. Jones-Bos willing to fill this vacancy. Ms. Jones-Bos has previously worked for the Dutch Ministry of Foreign Affairs and more in particular for the diplomatic service. Most recently she held the post of Ambassador to the United States of America, the position of Secretary-General of the Ministry of Foreign Affairs and the post of Ambassador to Russia. Ms. Jones-Bos was selected in accordance with the Profile of the Supervisory Board given her extensive management experience, which she has gained both at a national and international level. The Supervisory Board adopted this recommendation of the Selection and Appointment Committee and made a binding nomination to the Annual General Meeting of Shareholders to appoint Ms. Jones-Bos as member of the Supervisory Board for the period commencing on 30 June 2020 until and including the Annual General Meeting of Shareholders in 2024. The Annual General Meeting of Shareholders appointed Ms. Jones-Bos as member of the Supervisory Board on 30 June 2020. The Selection and Appointment Committee regularly reviews whether the composition and size of the Supervisory Board matches the Profile of the Supervisory Board and the strategy of the company. In that context, the Selection and Appointment Committee advised the Supervisory Board that this is safeguarded by a Supervisory Board consisting of six members. The Supervisory Board accepted this proposal and announced that no further vacancies needed to be filled. The company arranged an induction program for Ms. Jones-Bos in the summer of 2020 to familiarize her with the general affairs of the company regarding financial, 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 identified for the Supervisory Board or the Board of Management in the year under review.

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 72 and 73 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 fulfills the position of director at HAL Investments B.V., which company holds as at 27 August 2020 an interest of 43.82% 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 concluded in the evaluation that the entre-nous meetings, as planned last year, were affected by COVID-19. The Supervisory Board has decided to take more of an effort towards the organization of these meetings, even if they have to take place virtually. Furthermore, the Supervisory Board shall organize more special sessions to take a deep-dive into relevant topics. The Supervisory Board wishes to thank the employees and the Board of Management of Boskalis for their commitment, creativity and flexibility they have shown in 2020, especially considering the COVID-19 pandemic and the current market conditions.

Papendrecht / Sliedrecht, 3 March 2021

Supervisory Board

Mr. J. van der Veer, Chairman Mr. J.P. de Kreij, deputy Chairman Ms. R.V.M. Jones-Bos Mr. D.A. Sperling Ms. J.A. Tammenoms Bakker Mr. J.N. van Wiechen

ANNUAL REPORT 2020 – BOSKALIS