remuneration report remuneration report 2013 2013 REMUNERATION REPORT 2013 — 2 3 Table of contents

4 Introduction

6 Remuneration policy Board of Management

9 Execution of remuneration policy in 2012

10 Remuneration policy Supervisory Board REMUNERATION REPORT 2013 — BOSKALIS introduction 4 advice tothemembersofBoardManagement. thatthisremunerationadviserdoesnotprovide ascertained ofanindependentremunerationadviserandhas services The RemunerationCommitteeregularlyavailsitselfofthe C. van Woudenberg andM.P. (chairman) Kramer. The RemunerationCommitteeconsistsoftwomembers: Members oftheRemuneration Committee INTRODUCTION ‚ ‚ ‚ ‚ thefollowingduties: The RemunerationCommitteeperforms the Remuneration Committee Duties andresponsibilitiesof ‚ ‚ ‚ ‚ Board. policy pursued,subjecttoadoptionbytheSupervisory ontheremuneration Compiling theremunerationreport Shareholders). remuneration policyadoptedbytheGeneralMeetingof Board ofManagement(thisinaccordancewiththe regard totheremunerationofindividualmembers Boardwith proposalstotheSupervisory Putting forward necessary. still up-to-dateandproposingpolicyadjustmentswhere Investigating whethertheadoptedremunerationpolicyis approval oftheGeneralMeetingShareholders. Board ofManagement.Thepolicyissubmittedforthe regard totheremunerationpolicybepursuedfor Boardwith aproposaltotheSupervisory Putting forward 5

Activities during 2013

The Remuneration Committee met three times during 2013, closer analysis of the labor market peer group. Following this with the members having attended each of the meetings. analysis the labor market peer group was expanded from 12 The committee also held regular consultations outside these to 14 companies to make it more robust. The composition of meetings. the peer group can be found in the ‘Labor market peer group’ section elsewhere in this report. The market analyses undertaken In 2013 the Remuneration Committee’s activities included showed that compared to market levels there was room in launching investigations into the implications of the Dutch Act terms of the amount of the long-term variable element. on Management and Supervision for the existing relationship However, the Supervisory Board, on the proposal of the between the company and the members of the Board of Remuneration Committee, chose not to use this room and not Management, as well as the implications of the changing to change the level of the variable long-term element. The pension legislation for the pension provision for the members Remuneration Committee also decided to make no changes of the Board of Management. The new legislation governing to the remuneration policy for 2014. the clawback of bonuses (Dutch Claw back Act) was also taken into consideration in this context. Where necessary the Agenda for 2014 contracts of the members of the Board of Management have In 2014 the Remuneration Committee will conduct further been adjusted based on the investigations. In light of the investigation into what impact the changing pension legislation changing pension legislation and the developments in this will have on the pension provision for the members of the Board area the pension provision for the members of the Board of of Management from 1 January 2015. The Remuneration Management will remain a point of attention for the Committee will also follow the developments in the national Remuneration Committee in 2014. and international remuneration market.

In addition and in light of the developments in the national and international remuneration market as well as the acquisition of Dockwise, the Remuneration Committee conducted an investigation into the remuneration policy for the members of

the Board of Management. This investigation also involved a REPORT 2013 — BOSKALIS REMUNERATION REMUNERATION REPORT 2013 — BOSKALIS BOARD OF MANAGEMENT REMUNERATION POLICY 6 renumeration Type of Remuneration package formembers oftheBoardManagement Elsevier andZiggo. Kluwer, PostNL,Reed Arcadis,ASMInternational, , Imtech, ,SBMOffshore,TNTExpress,, Wolters AMX indices.The14companiesare:BAMGroup,, companies to14thatarelistedontheAEXand companies thepeergrouphasbeenexpandedfrom12 developments atBoskalisandtocreatearobustgroupof ofsizeand/or complexity.Boskalis interms Inlightofthe group mustconsistofcompaniesthatarecomparableto a peergroup.Theremunerationpolicystipulatesthatthe defined policytheremunerationischeckedperiodicallyagainst basedontheDutch labormarket.Inlinewiththe determined The amountandcompositionoftheremunerationpackageare Labor marketpeergroup company website(www.boskalis.com). The fulltextoftheremunerationpolicycanbefoundon to the company. non-financial indicatorswithdueconsiderationoftherisks and development ofresults,thesharepriceperformance the amount andstructureoftheremunerationincluded analyses. Otherfactorstakenintoaccountindetermining scenario byperforming determined were analyzedandinpart fortheremunerationofindividualboardmembers long term) and outcomes ofthevariableremunerationelements(short within thecompanywereadheredtoandthatpotential executing theremunerationpolicyratios thatindefiningand The RemunerationCommitteeascertained employees aswellthe‘widerenvironment.’ into accounttheinterestsofBoskalis’shareholders,clients, orientationandcontinuitytake centered onlong-term with thestrategyandcorevaluesofBoskalis,whichare 2011.Theremunerationpolicyisconsistent on 21January GeneralMeetingofShareholders adopted bytheExtraordinary The remunerationpolicyfortheBoardofManagementwas REMUNERATION POLICY BOARD OFMANAGEMENT Variable Fixed Element ofremuneration D. Long-term element D. Long-term element C. Short-term B. Pensionplan (xEUR1,000) A. Basicsalary Performance period&measures - Realizingcorporate policy -  measure: Performance Period: 3years - 50%individualtargets - 50%netannualresult measure Performance Period: 1year — Period: 2013 Share price performance Share priceperformance that therelevantproceduresarefollowedcorrectly. variableelementandisresponsible forensuring short-term ofthe auditorisinvolved inthefinaldetermination external ofquantity. solelyinterms annual resultisdetermined The quantity (dependingonthespecifictarget),whilenet ofqualityand/or Individual targetsareassessedinterms the positionheldonBoardofManagement). accordingto and specificcommercialachievements(varying individual targetsincludeacquisitions,post-mergeractivities variable elementsubjecttothesebeingmet.Examplesof withpayment oftheshort-term individual performance, Boardsetstargetsfornetannualresultand The Supervisory Ad C–Shor contribution system. pension planconsistsofaCpolicybasedonthedefined scheme.Retirement ageis65.Mr.average earnings Goedée’s has beenbasedonanunconditionallyindexednon-contributory 2004pensionaccrual Boskalis pensionfund.Since1January of Mr. inthepensionschemeof Goedée,participate The membersoftheBoardManagement,withexception Ad B–Pensioplan advisor.obtained byanexternal remuneration policyandcheckedperiodicallyusingdata the labor marketpeergroupinaccordancewiththe basedon isdetermined The amountofthebasicsalary Ad A–Basicslar measures). pay-out levelsand–whereapplicableperformance package formembersoftheBoardManagement(including oftheremuneration The tablebelowprovidesanoverview Elements ofremuneration t-term variable eleme nt y Pay-out Maximum Bomember: 67.5%ofbasicsalary At targetBoMmember: 45%ofbasicsalary Maximum CEO:75%ofbasicsalary At targetCEO:50%ofbasicsalary Maximum forBomember:67.5%ofbasicsalary At targetforBoMmember:45%ofbasicsalary Maximum CEO:75%ofbasicsalary At targetCEO:50%ofbasicsalary see tableonpage9 BoM member:EUR512 CEO: EUR708

7

Individual performance objectives are directly derived from circumstances have arisen during the performance periods. Boskalis’ strategic agenda and are in line with the corporate The Supervisory Board also has the authority to demand objectives defined for 2013. Examples include the successful repayment of both the short-term variable and the long-term acquisition of Dockwise and the associated refinancing, variable bonus in the event these were awarded on the basis arranged on favorable terms. of incorrect financial or other information (‘claw-back clause’). Where necessary the contracts for 2014 have been Ad D – Long-term variable element further tightened up to reflect the Dutch Claw back Act.

The members of the Board of Management participate in a long-term (three-year) remuneration scheme. The amount of Other terms and conditions the long-term variable element depends on the Boskalis share The table below provides an overview of the length of the price performance and the extent to which certain long-term employment contracts and other contracts, terms of office and corporate objectives are achieved, such as growth in revenue severance pay of the members of the Board of Management. and result as well as CSR aspects such as safety policy and The employment contracts of members of the Board of staff development. The Supervisory Board sets targets in these Management who joined the company subsequent to the areas, with payment of the long-term variable element subject introduction of the Dutch Corporate Governance Code (i.e. to these being met. after 2004) comply with the requirements set with regard to maximum severance pay. The part of the long-term variable element which is linked to the creation of shareholder value is based on share price Length of employment contracts, terms of office and severance pay performance. Share price performance is measured by the of the members of the Board of Management ratio between the average share price over the three months Members of the Board of Contract Term of Severance Management length office pay prior to the start and prior to the end of the three-year performance period. Dr. P.A.M. Berdowski indefinite indefinite 1.5 years Chief Executive Officer J.H. Kamps 4 years 4 years 2 years At the start of the performance period a basic bonus amount is Chief Financial Officer established equal to the ‘at target’ percentages (50% of fixed T.L. Baartmans 4 years 4 years 1 year annual income for the chairman of the Board of Management F. A. Verhoeven 3 years 3 years 1 year A. Goedée 1 year 1 year – and 45% for the other executives). Member since 8 May 2013

The amount (of the long-term variable element) is ultimately determined by the degree to which the stated targets were met ‚‚ The package of secondary employment conditions offered over the past three-year period. Examples of these targets by the company is in line with the market (including phone, include the company-wide implementation of the NINA (No car, expenses). Injuries - No Accidents) safety program and the successful ‚‚ No loans, advances or guarantees will be extended to realization of the Corporate Business Plan. Performance with executives. regard to the creation of shareholder value is assessed in ‚‚ Positions outside the company may only be accepted with terms of quantity, while the corporate objectives are largely the explicit prior approval of the chairman of the assessed in terms of quality. The external auditor is involved Supervisory Board. in the final determination of the long-term variable element and is responsible for ensuring that the relevant procedures are followed correctly.

This means that the variable income of members of the Board of Management is partly dependent on the Boskalis share price and is therefore linked to the value of the company. The corporate objectives are directly derived from Boskalis’ strategic agenda.

The Supervisory Board ascertains that both the short-term variable and the long-term variable element are structured in such a way as not to encourage the taking of risks that are inconsistent with sound business practice. The Supervisory Board has the authority to adjust the payout if exceptional REPORT 2013 — BOSKALIS REMUNERATION REMUNERATION REPORT 2013 — BOSKALIS BOARD OF MANAGEMENT REMUNERATION POLICY 8 9 EXECUTION OF REMUNERATION POLICY IN 2013

In 2013 the remuneration policy was executed in accordance with the remuneration policy as last adopted by the Extraordinary General Meeting of Shareholders on 21 January 2011.

The table below provides an overview with regard to the remuneration of the executives. In accordance with the remuneration policy as adopted by the General Meeting of Shareholders the basic salaries of the members of the Board of Management were adjusted in 2013.

During 2012 the targets set for the short-term variable element were exceeded. This resulted in a payout in excess of the 'at target' level of the short-term variable element in 2013.

The long-term variable element over the period 2010-2012 was also paid out in excess of the ‘at target’ level.

In the opinion of the Supervisory Board the remuneration granted is appropriate to the performances achieved in 2013, 2012 and 2011, respectively. The performances achieved contributed towards the realization of Boskalis’ strategic agenda.

Total remuneration Year Fixed Variable Pension Other fees Total remuneration remuneration (x EUR 1,000) (costs incurred by the company in the year concerned) Basic salary Short-term Long-term remuneration remuneration

Dr. P.A.M. Berdowski 2013 708 490 454 177 28 1,857 Chief Executive Officer 2012 682 464 625 164 28 1,963 2011 659 430 320 146 28 1,583 J.H. Kamps 2013 512 319 296 128 25 1,280 Chief Financial Officer 2012 493 275 407 118 25 1,318 2011 477 320 215 105 25 1,142 T.L. Baartmans 2013 512 305 296 128 27 1,268 2012 493 275 407 118 27 1,320 2011 477 280 215 103 27 1,102 F.A. Verhoeven 2013 512 319 - 135 21 987 member since 10 May 2012 2012 493 - - 63 14 570

A. Goedeé 2013 319 - - 96 5 420 member since 8 May 2013 REMUNERATION REPORT 2013 — BOSKALIS REMUNERATION 10 REMUNERATION REPORT 2013 — BOSKALIS SUPERVISORY BOARD REMUNERATION POLICY members of the Supervisory Board. members oftheSupervisory Boardmembersarenotremuneratedinshares,noranyloans,advancesorguaranteesextendedto Supervisory BoardreceiveanannualexpensesallowanceofEUR2,368. In additionmembersoftheSupervisory Member oftheSelectionandAppointmentCommittee oftheSelectionandAppointmentCommittee Chairman Member oftheRemunerationCommittee oftheRemunerationCommittee Chairman Member oftheAuditCommittee oftheAuditCommittee Chairman Board Member oftheSupervisory Board oftheSupervisory Chairman (x EUR1,000) Overview ofannualandcommitteeallowancesfortheSupervisoryBoard Board: oftheannualandcommitteeallowancesforSupervisory The tablebelowprovidesanoverview the remunerationpolicywasappliedinaccordancewithasadopted. BoardwasadoptedbytheGeneralMeetingofShareholdersin2012.In2013 The remunerationpolicyfortheSupervisory REMUNERATION POLICY SUPERVISORY BOARD

10 45 60 4 6 5 7 7 11 REMUNERATION REPORT 2013 — BOSKALIS REMUNERATION Royal Boskalis Westminster N.V. Rosmolenweg 20 PO Box 43 3350 AA Papendrecht The [email protected] T +31 78 6969000 F +31 78 6969555 www.boskalis.com