Independent auditor’s report

To: the shareholders and Supervisory Board of Heijmans N.V.

Report on the audit of the 2022 financial statements included in the annual report

Our opinion

We have audited the financial statements for the year ending on 31 December 2022 of Heijmans N.V., based in Rosmalen. The financial statements include the consolidated financial statements and the company financial statements.

In our opinion:

• the consolidated financial statements included in this annual report give a true and fair view of the financial position of Heijmans N.V. as at 31 December 2022, and of its result and its cash flows in 2022 in accordance with International Financial Reporting Standards as adopted by the European Union (EU-IFRS) and with Part 9 of Book 2 of the Dutch Civil Code;

• the company financial statements included in this annual report give a true and fair view of the financial position of Heijmans N.V. as at 31 December 2022, and of its result for 2022 in accordance with Part 9 of Book 2 of the Dutch Civil Code.

The consolidated financial statements comprise:

• The consolidated financial position as at 31 December 2022

• the following statements for 2022: the consolidated statement of profit or loss, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows

• the notes, comprising an overview of the significant accounting policies applied and other disclosures.

The company financial statements comprise:

• the company statement of financial position at 31 December 2022

• the company statement of profit or loss for 2022

• the notes comprising an overview of the significant accounting policies applied and other disclosures.

Basis for our opinion

We performed our audit in accordance with Dutch law, including Dutch auditing standards. We describe our responsibilities according to those standards in more detail in the ‘Our responsibilities for the audit of the financial statements’ section of this report.

We are independent of Heijmans N.V. in accordance with the EU Regulation on specific requirements regarding the statutory audit of the financial statements of public-interest entities, the ‘Wet toezicht accountantsorganisaties’ (Wta, Audit firms supervision act), the ‘Verordening inzake de onafhankelijkheid van accountants bij assurance-opdrachten’ (ViO, Code of Ethics for Professional Accountants, a regulation with respect to independence) and other relevant independence regulations in the Netherlands. Furthermore, we complied with the ‘Verordening gedrags- en beroepsregels accountants’ (VGBA, Dutch Code of Ethics for the Auditing sector).

We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Information serving as a basis for our opinion

We determined our audit activities in the context of the audit of the financial statements taken as a whole and in the forming of our opinion on same. The following information intended to serve as a basis for our opinion and findings should be read in that context and not as separate opinions or conclusions.

Our understanding of Heijmans N.V.

Heijmans N.V. is a listed company that combines property development, building & technology and infra activities in the business areas property development, residential building, non-residential building and infrastructure. The group structure consists of various operational segments and we focused our audit on these. In our audit, we devoted specific attention to a number of subjects on the basis of the group’s activities and our own risk analysis.

We start by determining the materiality and identifying and estimating the risk that the financial statements contain material misstatements as a result of fraud or errors, in order to determine the audit procedures that are responsive to those risks to obtain audit information that is sufficient and appropriate to form the basis of our opinion.

Materiality

We have also taken into consideration misstatements and/or possible misstatements that in our opinion are material for the users of the financial statements for qualitative reasons.

We agreed with the Supervisory Board that misstatements in excess of € 900,000 that are identified during the audit would be reported to them, as well as smaller misstatements that in our view must be reported on qualitative grounds.

Scope of the group audit

Heijmans N.V. is at the head of a group of entities. The financial information of this group is included in the consolidated financial statements.

Because we are ultimately responsible for the opinion, we are also responsible for directing, supervising and performing the group audit. In this respect, we have determined the nature and extent of the audit procedures to be carried out for group entities. Decisive in this respect were the size and/or the risk profile of the group entities or operations. On this basis, we selected group entities for which an audit or review had to be carried out on the complete set of financial information or specific items.

Our group audit focused primarily on the operating segments Infra, Property Development and Building & Technology (all ‘full scope’). Due to our centralised approach to and management of the audit, the team operates as an integrated whole. In cases where we used the work of other EY auditors, we provided instructions and were closely involved during the execution of the audit and reporting by these auditors.

By performing the procedures mentioned above at group entities, together with additional procedures carried out at group level, we were able to obtain sufficient and appropriate audit evidence about the group’s financial information to provide an opinion on the consolidated financial statements.

In the aggregate, these audit procedures represent 99% the group’s revenues and the entire balance sheet.

Engagement team and use of the work of specialists

We ensured that the engagement team at both group level and at entity level included the appropriate skills and competences for the audit of a listed client in the construction industry. We included specialists in the fields of IT audit, forensic accountancy, sustainability and income tax in the engagement team. In addition, we brought in our own specialists to assist with the audit of the valuation of land holdings and the valuation of goodwill, as well as the valuation of the provision related to the Wintrack legal proceedings.

We also used an expert brought in by management for the valuation of the pension liabilities.

Our focus on climate risks and the energy transition

Climate change and the energy transition are high on the public agenda. Issues such as CO₂ reduction have an impact on financial reporting, as these issues entail risks for the business operation, the valuation of assets and provisions or the sustainability of the business model and access to financial markets of companies with a larger CO₂ footprint.

The Executive Board has summarised the commitments and obligations of Heijmans N.V., and reports on Heijmans’ approach to climate-related risks (including nitrogen) in chapter 7.2 ‘Non-financial results’ (section on sustainability). The appendices to the annual report also include a risks and opportunities analysis.

As part of our audit of the financial statements, we evaluated the extent to which climate-related risks are taken into account in estimates and significant assumptions. We also examined whether the commitments and factual obligations in this area have been taken into account. We have noted that for Heijmans N.V., the effect is largely future-oriented (such as order book and middle to long-term prognoses). As described in note 6.30 under ‘Climate-related matters’, these risks and their potential impact are related in particular to the valuation of joint ventures and associates and to a lesser extent to the valuation of old equipment in property, plant and equipment. The most significant risk is greatest for the valuation of the participation in AsfaltNu, since the asphalt factories may no longer be useable at a later stage without further investments in greener solutions. We also read the annual report and have evaluated whether there is any material inconsistency between the non-financial information and the financial statements.

Based on our audit activities, we do not consider the climate risks to be of material significance for the estimates included in the financial statements or important presumptions as per 31 December 2022.

Our focus on fraud and non-compliance with legal and regulatory requirements

Our responsibility

Although we are not responsible for the prevention of fraud or non-compliance and we cannot be expected to detect non-compliance with all legal and regulatory requirements, it is our responsibility to obtain reasonable assurance that the financial statements, taken as a whole, are free from material misstatement, whether due to fraud or error. In the case of fraud, the risk that a material misstatement is not discovered is higher than with errors. Fraud may involve collusion, falsification of documents, purposely neglecting to record transactions, falsely presenting events or a breach in internal controls.

Our audit approach with respect to risks of fraud

We identified and estimated the risks of material misstatements of the financial statements due to fraud. During our audit, we obtained an understanding of Heijmans N.V. and its environment and the components of the system of internal control, including the risk assessment process and the Executive Board’s process for responding to the risks of fraud and monitoring the system of internal control and how the Supervisory Board exercises oversight, as well as the outcomes. See chapter 8.5 ‘Risk management’ of the annual report for an overview of the Executive Board’s risk analysis, after weighing potential risks of fraud.

We evaluated the design and the relevant aspects of the system of internal control including, for example, the code of conduct, the whistle-blowers’ scheme and the register of compliance reports. We evaluated the design and implementation of internal control measures aimed at mitigating fraud risks.

As part of our process for identifying risks, we worked closely with our forensic specialists to consider fraud risk factors related to fraudulent financial reporting, improper appropriation of assets and bribery and corruption. We evaluated whether these factors were indicative of the presence of any risk of material misstatement due to fraud.

We incorporated elements of unpredictability in our audit. We also considered the outcome of our other audit procedures and evaluated whether any findings were indicative of fraud or non-compliance with legal and regulatory requirements.

As in all of our audits, we take into consideration the risk that management can override internal control measures. Due to this risk, we reviewed estimates for tendencies that may form a risk for a material misstatement, primarily focusing on significant areas requiring judgment and significant items of estimation, as explained in note 6.30 of the financial statements. We also used data analysis to identify and assess journal entries with a heightened risk and examined the business rationale (or lack thereof) for exceptional transactions, including those with related parties.

The following risks of fraud we identified require significant attention in our audit:

We considered available information and made enquiries of members of the Executive Board, other members of management (including legal council, compliance officer, chief risk officer and segment directors) and the Supervisory Board.

The fraud risks we identified, enquiries and other available information did not lead to specific indications for fraud or suspected fraud that might potentially have a material impact on the view of the financial statements.

Our audit approach with respect to the risk of failure to comply with legal and regulatory requirements

We performed appropriate audit activities focusing on compliance with legal and regulatory requirements that have a direct impact on recognised amounts and notes to the financial statements. We also assessed factors related to the risks of non-compliance with legal and regulatory requirements that could reasonably be expected to have a material impact on the financial statements, from our experience in the sector, through discussions with the Executive Board, reading minutes, the inspection of reports by the compliance officer and the chief risk officer and by performing data-driven procedures focused on transaction flows, financial statement items and disclosures. We refer to the note on the legal and regulatory compliance risks in chapter 8.5.3 ‘Principal risks’.

We also inspected lawyers’ letters and correspondence with regulatory authorities and remained alert to any indication of (potential) non-compliance throughout the audit. Finally, we obtained written confirmation that all known instances of non-compliance with legal and regulatory requirements have been shared with us.

Our audit approach with respect to the going concern assumption

As explained in the accounting policies for Financial Reporting in the financial statements, the financial statements have been drawn up the basis of a going concern assumption. When preparing the financial statement, the Executive Board performed a specific assessment of the company’s potential to continue as a going concern and continue its operations for the foreseeable future.

We discussed and evaluated that specific assessment with the Executive Board exercising professional judgment and maintaining professional scepticism.

We considered whether the Executive Board’s going concern assessment, based on our knowledge and understanding obtained through our audit of the financial statements or otherwise, contains all events or conditions that may cast significant doubt on the company’s ability to continue as a going concern.

Based on our procedures performed, we did not identify any serious uncertainties regarding the company’s ability to continue as a going concern. If we conclude that a material uncertainty does exist, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may result in Heijmans N.V. being unable to continue as a going concern.

Our key audit matters

Key audit matters are those matters that, in our professional judgment, were of the most significance in our audit of the financial statements. We communicated the key audit matters to the Supervisory Board. The key audit matters are not a comprehensive reflection of all the matters we discussed.

We no longer consider the valuation of deferred tax assets as a key audit matter, as there are sufficient positive result developments and ample headroom to realise these deferred tax assets.

Report on the other information included in the annual report

The annual report contains other information in addition to the financial statements and our auditor’s report thereon.

Based on the following procedures performed, we conclude that the other information:

• Is consistent with the financial statements and does not contain material misstatements

• Contains the information as required by Part 9 of Book 2 for the management board report and the other information as required by Part 9 of Book 2 of the Dutch Civil Code and as required by Sections 2:135b and 2:145 sub section 2 of the Dutch Civil Code for the remuneration report.

We have read the other information. Based on our knowledge and understanding obtained through our audit of the financial statements or otherwise, we have considered whether the other information contains material misstatements.

By performing these procedures, we comply with the requirements of Part 9 of Book 2 and Section 2:135b sub-Section 7 of the Dutch Civil Code] and the Dutch Standard 720. The scope of the procedures performed is substantially less than the scope of those performed in our audit of the financial statements.

The Executive Board is responsible for the preparation of the other information, including the management board report in accordance with Part 9 of Book 2 of the Dutch Civil Code and other information required by Part 9 of Book 2 of the Dutch Civil Code. The Executive Board and the Supervisory Board are responsible for ensuring that the remuneration report is drawn up and published in accordance with Sections 2:135b and 2:145 sub section 2 of the Dutch Civil Code.

Report on other legal and regulatory requirements and ESEF

Engagement

We were engaged by the Supervisory Board as the auditor of Heijmans N.V. on 30 April 2014 as of the audit for the year 2014 and have operated as external auditors ever since that date.

No prohibited non-audit services

We have not provided prohibited non-audit services as referred to in Article 5(1) of the EU Regulation on specific requirements regarding statutory audit of public-interest entities. In addition to the statutory audit of the financial statements we provided the following services:

• Various opinions on revenue statements for 2020 through 2022 (Standard 800)

• Opinion on the statement of Heijmans N.V. related to several key ratio figures for 2020 through 2022 (Standard 805)

• Assurance procedures related to non-financial information (sustainability report) (Standard 3810N)

• Agreed procedures related to the Compliance Certificate for the banking consortium (Standard 4400N)

• Other audit opinions, assurance reports or reports of factual findings in the context of tenders or bids.

European single electronic reporting format (ESEF)

Heijmans N.V. has prepared its annual report in ESEF. The requirements for this are laid down in the Delegated Regulation (EU) 2019/815 with regulatory technical standards for the specification of a single electronic reporting format (hereinafter: the RTS for ESEF).

In our opinion, the annual report, prepared in the XHTML format, including the partially marked-up consolidated financial statements, as included in the reporting package by Heijmans N.V., complies in all material respects with the RTS on ESEF.

The Executive Board is responsible for preparing the annual report, including the financial statements, in accordance with the with the RTS on ESEF, whereby the Executive Board combines the various components into a single reporting package.

Our responsibility is to obtain reasonable assurance for our opinion whether the annual report in this reporting package complies with the RTS for ESEF

We performed our audit in accordance with Dutch law, including Dutch Standard 3950N ‘Assurance-opdrachten inzake het voldoen aan de criteria voor het opstellen van een digitaal verantwoordingsdocument’ (assurance engagements relating to compliance with criteria for digital reporting). Our audit consisted, among other things, of:

• obtaining an understanding of the Heijmans’ financial reporting process, including the preparation of the reporting set

• identifying and assessing the risks that the annual report does not meet the materially significant aspects of the RTS for ESEF and, in response to these risks, determining and performing further assurance activities as a basis for our judgment, including

• • obtaining the reporting set and performing validations to determine whether the reporting set containing the Inline XBRL instance document and the XBRL extension taxonomy files, has been prepared in accordance with the technical specifications as included in the RTS for ESEF

  • examining the information related to the consolidated financial statements in the reporting set to determine whether all required tags have been applied and whether these are in accordance with the RTS for ESEF.

Description of responsibilities for the financial statements

Responsibilities of the Executive Board and the Supervisory Board for the financial statements

The Executive Board is responsible for the preparation and fair presentation of the financial statements in accordance with EU-IFRS and Part 9 of Book 2 of the Dutch Civil Code. Furthermore, the Executive Board is responsible for such internal control as the Executive Board determines is necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or error.

As part of the preparation of the financial statements, the Executive Board is responsible for assessing the company’s ability to continue as a going concern. Based on the aforementioned financial reporting framework, the Executive Board should prepare the financial statements using the going concern basis of accounting unless the Executive Board either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so. The Executive Board should disclose events and circumstances that may cast significant doubt on the company’s ability to continue as a going concern in the financial statements.

The Supervisory Board is responsible for overseeing the company’s financial reporting process.

Our responsibilities for the audit of the financial statements

Our objective is to plan and perform the audit engagement in a manner that allows us to obtain sufficient and appropriate audit evidence for our opinion.

Our audit has been performed with a high, but not absolute, level of assurance, which means we may not detect all material errors and fraud during our audit.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. The materiality affects the nature, timing and extent of our audit procedures and the evaluation of the effect of identified misstatements on our opinion.

We have exercised professional judgment and have maintained professional scepticism throughout the audit, in accordance with Dutch Standards on Auditing, ethical requirements and independence requirements. The ‘Information in support of our opinion’ section above includes an informative summary of our responsibilities and the work performed as the basis for our opinion.

Our audit also included, among other things:

• Performing audit procedures responsive to the risks identified, and obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion

• Obtaining an understanding of internal controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal controls

• Evaluating the appropriateness of accounting policies used for financial reporting and evaluating the reasonableness of accounting estimates made by the Executive Board and the related disclosures

• Evaluating the overall presentation, structure and content of the financial statements, including the notes to same

• Evaluating whether the financial statements are a fair presentation of the underlying transactions and events

Communication

We communicate with the Supervisory Board regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant findings in internal control that we identify during our audit, including any significant shortcomings in internal controls. In this respect we also submit an additional report to the audit committee in accordance with Article 11 of the EU Regulation on specific requirements regarding statutory audit of public-interest entities. The information included in this additional report is consistent with our audit opinion in this auditor’s report.

We provide the Supervisory Board with a statement to the effect that we have complied with relevant ethical requirements regarding independence. We also communicate with the board regarding all relationships and other matters that could reasonably be thought to influence our independence, and any related measure we have taken to safeguard our independence.

We determine the key audit matters on the basis of the matters we discussed with the Supervisory Board. We describe these matters in our auditor’s report unless legal or regulatory requirements precludes public disclosure about the matter or when, in extremely rare circumstances, not communicating the matter is in the public interest.

Rotterdam, 17 February 2023

Ernst & Young Accountants LLP

P.W.J. Laan RA