Deme Group

Reference: page 92

DEME Group NV has a one-tier governance structure: the Annual General Meeting appoints an 11-member Board of Directors, which delegates daily management to CEO Luc Vandenbulcke, assisted by a 6-member Executive Committee. Four of eleven directors are independent (36%) and four are women (36%), spanning four nationalities (Belgian, Italian, French, Dutch); there were no changes to the Board's composition during 2025. The Board convened eight times in 2025 with a 98% attendance rate, covering project updates, financial results, the Havfram acquisition, geopolitical risk, compliance, safety performance and CSRD/EU Taxonomy compliance. The Board has established an Audit Committee and a Remuneration Committee, and acts itself as the Nomination Committee. ESG expertise is embedded through board members' backgrounds in finance, engineering and private equity, several of whom sit on peer companies' ESG steering committees.

Reference: page 108

DEME's governance structure channels sustainability oversight through five layers: the Board of Directors, the Executive Committee, the Sustainability Board, the Sustainability Team and segment/function Process Owners. Material topics are tracked on a set schedule: energy transition and GHG emissions matters are discussed at every Board meeting, occupational health and safety performance and DEME's Safety Thermometer target are reviewed at every meeting, and the Audit Committee reviews sustainability KPIs, yearly performance against targets and risk-assessment findings once per year. The Executive Committee reviews and approves DEME's sustainability programs and related objectives and targets annually, and acts as a sounding board for the Sustainability Board, which itself met five times in 2025 to evaluate project-portfolio sustainability performance and progress toward strategic and operational objectives.

Reference: page 112

Sustainability performance is integrated into the remuneration of DEME's Executive Committee members through both short-term (cash bonus) and long-term (stock option) incentives, whose annual budgets are set by DEME's Board of Directors against a mix of safety and financial KPIs: Worldwide Lost Time Injury Frequency Rate (WW LTIFR), EBITDA, Net Profit and Debt Rate. Within the short-term incentive, the safety target represents 10% of variable compensation, itself weighted across WW LTIFR and other safety KPIs such as Green Initiatives, toolbox participation and inspections; climate-related considerations within the Green Initiatives KPI make up 20% of the annual safety incentive scheme. Stock options granted in early March 2025 vest one-third per year over three years and are exercisable from the fourth to the eighth year after grant.

Reference: page 282

DEME maps its due diligence approach against the five core elements set out in ESRS 1: due diligence governance is embedded via Chapter 5 Corporate governance and risk management; engagement with affected stakeholders occurs through the processes described in sections 1.3, 3.1.2, 3.1.3 and 3.2.1; adverse impacts are identified through the Double Materiality Assessment process in section 1.4; actions to address adverse impacts are detailed across sections 2.3.4, 2.4.3, 2.4.4, 2.4.5, 3.1.4 and 3.2.2; and the effectiveness of these efforts is tracked and communicated via sections 1.3, 2.3.5, 2.4.6 and 3.2.3. A dedicated third-party due diligence procedure segments business partners such as suppliers, subcontractors and clients into risk tiers based on sanctions, bribery and corruption risk attributes.

Reference: page 122

DEME's risk domains span industry/market, business, financial, legal/regulatory, IT and "other" risks, plus a climate change and environmental risk category explicitly flagged as material following the 2025 Double Materiality Assessment. Sustainability reporting risk, covering materiality-assessment judgments, ESG metric calculations, legal compliance and internal controls, is managed through an internal control system the Sustainability Department has begun formalizing into policies, manuals, procedures and controls. Risk and control input is centralized at Executive Committee level from the Opportunity and Risk Management Department, Internal Audit, the Digital Office, QHSE, Compliance and Legal; Internal Audit runs risk-based audits and advisory work on an Audit Committee-approved annual plan and shares key findings with the statutory auditor.

Reference: page 241

DEME operates across four segments: Offshore Energy (EPCI installation of wind foundations, turbines and cables), Dredging & Infra (capital/maintenance dredging, land reclamation, marine infrastructure), Environmental (soil remediation, sediment and water treatment) and Concessions (wind, port infrastructure and green hydrogen investments). Entities generating 93% of 2025 group turnover fall under the "Construction and Engineering" ESRS sector. DEME confirms no involvement in coal revenue, and only "not significant" revenue tied to oil and gas, chemicals production, controversial weapons or tobacco. Sustainability-related goals are organized under the three material topics: energy transition (linked to the Offshore Energy segment, tracked via EU Taxonomy activity 4.3), GHG intensity reduction (40% by 2030 vs. 2008) and occupational safety (Worldwide LTIFR target of ≤0.2 through 2026), both applied group-wide.

Reference: page 243

DEME engages nine stakeholder groups: clients, employees, investors and shareholders, financial institutions and banks, suppliers, public authorities, local communities and NGOs, peers and industry associations, and academics and researchers, each mapped to specific expectations and engagement channels (surveys, HR business partnerships, AGM and investor roadshows, supplier due diligence, policy consultations, community partnerships and university collaborations such as the AcaDEME initiative). Perspectives are channeled into strategy through regular Sustainability Board, management-team and Board of Directors meetings. Because the 2025 DMA reassessment relied on FAQ 171's provision to build on the prior assessment, external stakeholder input continues to draw on general engagement insights and a 2021 anonymous stakeholder survey used as a proxy, rather than a fresh survey conducted in 2025.

Reference: page 249

DEME's DMA identified five material IRO rows across three topics, all classed as actual and affecting the short, medium and long term. Entity-specific "Energy transition" carries a material positive impact (supporting the global energy transition through offshore wind) and a material opportunity (growth of the Offshore Energy segment, drawing on IEA and 4C Offshore market outlooks). ESRS E1 GHG emissions carries a material negative impact (direct and indirect emissions, ~94% of Scope 1&2 from vessels) and a material risk (carbon taxes, ETS and other GHG regulation). ESRS S1 own workforce carries a material negative impact (health and safety, work-related injury and illness) that DEME states is not financially material. GHG emissions account for roughly 94% of Scope 1 and 2 combined, up from 90% in 2024.

Reference: page 246

DEME's 2024 Double Materiality Assessment followed five steps: aligning DMA scope with the CSRD/financial reporting perimeter and mapping the value chain; shortlisting topics from ESRS 1 AR16, EFRAG IG1 guidance, rating-agency questionnaires and peer benchmarking; identifying IROs per topic, drawing on a 2022 external assessment and internal experts; scoring IROs on impact (scale, scope, irremediability, likelihood) and financial materiality (magnitude x likelihood, thresholds set from 2019-2023 average net profit and 2022/2023 equity); and applying materiality thresholds. In 2025, DEME reassessed the DMA under EFRAG's May 2024 FAQ 171 using combined top-down and bottom-up triggers (M&A, regulatory and market changes), validated by the Sustainability Board (19 June and 20 October 2025) and the Board of Directors (12 November 2025), concluding no material change to the 2024 outcome.

Reference: page 296

DEME presents its DR concordance as Annex 1 "ESRS Content Index" in Chapter 8 of the Annual Report, mapping each covered disclosure requirement (ESRS 2 general disclosures, the ESRS E1 topical standard, the ESRS S1 topical standard, and the entity-specific Energy Transition topic) to the Annual Report chapter and section addressing it; E1-9 and the S1-7 non-employee-worker datapoint are flagged there as omitted under ESRS 1 Appendix C and the "Quick fix" Delegated Regulation (EU) 2025/1416 phase-in provisions. A companion Annex 2 cross-references specific datapoints mandated by other EU legislation (SFDR, Pillar 3, the Benchmark Regulation and the EU Climate Law), marking each as either addressed with a section reference, "Not material", or "Not disclosed - phase-in requirement".

Reference: page 263

DEME states plainly that it "has not yet compiled its GHG emissions strategies into a Transition Plan as specified in ESRS E1", though it intends to align a future Transition Plan with the forthcoming Corporate Sustainability Due Diligence Directive. In its place, DEME discloses a decarbonization roadmap built on three levers: operational efficiency, technical efficiency and fuel shift, aimed at climate-neutral Scope 1 and 2 operations by 2050 and an intermediate 40% GHG-intensity reduction by 2030 versus a 2008 baseline. The roadmap acknowledges that the fuel-shift lever cannot be actioned by DEME alone and depends on generalized industry adoption of alternative fuels, and that value-chain (Scope 3) emissions work will focus on data quality, baselines and supplier engagement tools in coming years.

Reference: page 258

Back-filled from ESRS 2 IRO-1 and the E1 climate-DMA section (Section 2.2 Climate resilience & climate-related impacts, risks and opportunities, pages 258-262), where this content is disclosed in the FY2025 report. This disclosure requirement did not exist under the 2023 ESRS the report was prepared against.

DEME classifies climate risk into physical and transition categories, using IPCC RCP 8.5 (worst-case) to assess physical risk to offshore structures (cables, foundations) via a four-step process - lifetime identification, hazard screening, likelihood/magnitude vulnerability assessment and adaptation planning - covering temperature-, wind- and water-related acute and chronic hazards at the project level using regional geospatial data over a 25-year structural lifespan. Transition risk was assessed under RCP 2.6 (a below-2°C scenario) with a broad scope covering DEME's entire business, identifying policy/legal, technology and market/reputational risk categories. The analysis was carried out in 2024 and DEME states it "remains still relevant" for FY2025; no numeric global-temperature projection per scenario is given, and no update was performed in 2025. Climate-specific risk identification is also presented under E1-2 (2025 ESRS numbering).

Reference: page 261

Back-filled from ESRS 2 SBM-3 and Section 2.2 (Outcome climate resilience analysis, pages 260-262) of the FY2025 report. This disclosure requirement did not exist under the 2023 ESRS the report was prepared against.

DEME's 2024 climate resilience analysis found offshore structures (cables, foundations) resilient to RCP 8.5 physical risks over a 25-year lifespan, while maritime operations are more exposed to extreme-weather downtime, delays and cost increases; DEME responds through weather monitoring, adjusted operations, weather-delay contract clauses and casualty insurance. Under RCP 2.6, DEME identifies transition risks (regulatory cost, market shifts) but considers itself well positioned to capture renewable-energy opportunities, citing nearly 16% growth in EU Taxonomy-aligned turnover from activity 4.3 between 2024 and 2025. DEME explicitly describes the analysis as an "initial qualitative assessment" that will be broadened with quantitative data and full operational scope in future work, and states no formal ESRS Transition Plan yet exists to anchor a resilience response. Climate-specific resilience content is also presented under E1-3 (2025 ESRS numbering).

Reference: page 264

DEME's Energy & Greenhouse Gas Emissions Policy sets objectives to enhance energy efficiency, achieve climate-neutral Scope 1 and 2 operations by 2050, cut fleet GHG emissions 40% by 2030 versus 2008 (aligned with IMO guidelines), and mitigate Scope 3 emissions; the CEO holds ultimate accountability for implementation. The policy applies group-wide across upstream and downstream value chains but "currently does not contain a specific policy on climate change adaptation." It commits DEME to ISO 14001, ISO 14064-1 and ISO 50001 standards; under the ISO 50001 system, five significant energy users are identified (vessels, buildings, machinery/equipment, transport of people, and purchased goods and services), with an annual Energy & GHG Emissions Management Review setting the action plan and monitoring performance indicators against these users.

Reference: page 265

Roughly 94% of DEME's Scope 1 emissions come from vessels (up from 90% in 2024), so 2025 actions concentrated there across three levers. Operational efficiency used dashboards tracking eco-maneuvering, hull cleaning, just-in-time arrivals and eco-speed. Technical efficiency drew on a five-year, approximately EUR30 million investment plan (launched 2023) for fuel-saving technology, including the October 2025 delivery of hybrid-power-plant wind turbine installation vessel Norse Wind (sister vessel Norse Energi delivered January 2026) and a September 2025 order for a methanol-ready cable laying vessel. Fuel shift saw about 12,200 tons of LNG and biofuel blends bunkered in 2025 (down from 15,000 tons in 2024), alongside pilot participation in the Apollo project with Wärtsilä, Equinor and other partners. DEME states these investments are evaluated through an integrated business-case process rather than tracked separately per decarbonization lever.

Reference: page 267

DEME holds two relative, gross targets excluding removals, carbon credits or avoided emissions. Target 1: a 40% reduction in fleet GHG intensity (CO2e per dredged m3 or installed MW) by 2030 against a 2008 baseline, aligned with the IMO's 2023 GHG Strategy; by end-2024 DEME had achieved a 29.9% reduction, externally verified by Lloyd's Register every two years, with the next verification due January 2027. Target 2: 17% of fuel consumption (energy-based) from low-carbon fuels by 2026, against a 2021 baseline of 2%, with annual interim steps; DEME reached 5.5% in 2025 (5.8% in 2024) against a 14% interim milestone, a shortfall attributed to limited regional fuel availability and slow industry-wide adoption. No Scope 3 target has yet been set.

Reference: page 269

DEME's total energy consumption fell almost 18% in 2025 to 3,066,571 MWh, driven by efficiency gains and lower cutter-suction-dredger occupancy; energy intensity dropped nearly 19% to 738 MWh per million euro. Non-renewable sources (marine diesel oil, natural gas, grey electricity) still supplied 99% of consumption, unchanged from 2024, with renewable sources (biofuels and purchased/self-generated renewable electricity) contributing 1%, or 42,598 MWh, roughly stable year over year. DEME reports zero consumption from coal or nuclear sources. Total renewable energy production was 2,405 MWh in 2025, generated from wind and solar at DEME's headquarters; DEME does not produce energy from non-renewable sources.

Reference: page 272

Gross Scope 1 emissions were 810,400 tCO2e in 2025, down 16% from 967,404 tCO2e in 2024. Gross location-based Scope 2 emissions were 2,033 tCO2e (-20%); market-based Scope 2 was 781 tCO2e (+4%). Gross Scope 3 emissions rose 37% to 1,422,190 tCO2e (2024: 1,040,936), driven by a 153% jump in Category 2 capital goods tied to the Havfram (DEME Offshore NO) vessel acquisition and broadened Category 1 and Category 4 coverage; disclosed Scope 3 categories cover more than 95% of total Scope 3 emissions, with 39% now calculated from primary data versus 9% in 2024. Total GHG emissions (location-based) reached 2,234,623 tCO2e (+11%), giving an emissions intensity of 538 tCO2e per million euro of net revenue, up from 490 in 2024.

Reference: page 274

DEME generates no GHG removals from its own operations or value chain; all disclosed Scope 1, 2 and 3 figures are gross, with no removals netted out. In 2025, DEME acquired 250 tCO2eq of carbon credits through an ICROA-member provider, selecting a Verified Carbon Standard nature-based removal project restoring degraded tidal wetlands, chosen for co-benefits to terrestrial and marine ecosystems and local communities alongside carbon absorption. Of this, 166 tCO2eq were cancelled in the 2025 reporting year (100% from removal projects, 100% VCS-certified), with a further 84 tCO2eq planned for cancellation by 2027. Credit retirements are matched to the residual direct emissions of DEME's headquarters pending completion of renovations that will make the building climate-neutral without further offsets.

Reference: page 274

DEME "does not have structural internal carbon pricing schemes to support decision-making or incentivize the implementation of climate-related policies and targets." The company notes that, because its vessels will fall under the EU Emissions Trading System from 2027, the anticipated ETS price is implicitly factored into operational and capital expenditure decisions even without a formal shadow-price mechanism. As of December 31, 2025, no EU Allowances were recognized on the balance sheet and no liability for GHG emissions was recorded, and DEME identified no material current impact on financial reporting judgments or estimates from climate transition risk for the 2025 financial year.

Reference: page 275

DEME's Human Rights Policy, applying to all directors and employees (full/part-time, permanent/temporary), aligns with the UN Guiding Principles on Business and Human Rights, ILO fundamental conventions and OECD Guidelines. It commits to never tolerate slavery, child or forced labor or human trafficking, and covers living wages, working time, freedom of association and non-discrimination across grounds including race, gender, sexual orientation, disability and age; compliance is checked via age verification at recruitment and payroll audits, with confidential counselors available for informal resolution. DEME states it "has no specific policy related to inclusion and positive action for people from groups at particular risk of vulnerability." Occupational health and safety is governed separately by the QHSE policy and management system aimed at reducing accidents and work-related illness, detailed under S1-14.

Reference: page 276

DEME has no global framework agreement with workers' representatives but maintains formal and informal consultation at varying frequency, overseen by the Chief HR Officer. A Workers' Council meets at least twice yearly, shortly after full-year and half-year results, with debriefing sessions relaying employee perspectives to the CEO (a Board member) and Executive Committee, both of which regularly attend Board meetings. Once a year the Board dedicates an agenda item specifically to HR and workforce matters. Selected employees from various departments are periodically invited into Board meetings, and an annual "extra muros" Board meeting is held at a DEME site so directors can observe team dynamics and operational priorities firsthand. Reaching collective labor agreements and avoiding collective conflicts serve as engagement-effectiveness indicators.

Reference: page 276

DEME maintains a designated intervention team providing first aid and coordinating further medical treatment per national law and its hospitalization insurance, and aims to offer restricted work under mutual agreement where needed, monitoring remedy effectiveness through feedback mechanisms. Its Whistleblowing Policy offers a confidential channel, open to internal and external stakeholders, for reporting unlawful behavior or Code of Ethics violations; reports may be anonymous, though DEME notes anonymity limits its ability to follow up or protect the reporter. Acknowledgment of receipt is sent within 7 calendar days for identified reporters, with conclusions and any follow-up communicated within 3 months by the Reporting Committee. Retaliation against good-faith reporters is strictly prohibited, while bad-faith or malicious reports may trigger disciplinary action.

Reference: page 279

Since DEME's only material own-workforce impact is occupational health and safety, its 2025 actions centered on that area. A corporate "Safety Week" ran under the theme "Think before you lift," supported by an in-depth review of near-misses and High Potential (HIPO) incidents related to lifting operations. More than 325 Safety Success Stories were submitted by nearly 120 projects, vessels and sites ahead of DEME's annual Safety Moment Day, alongside safety videos used in toolbox meetings reaching thousands of participants. Beyond corporate-level initiatives, each operating segment runs its own annual QHSE Action Plan setting yearly goals and initiatives, and effectiveness is reviewed annually against ISO 45001 requirements covering incident trends, audit results and worker participation.

Reference: page 279

DEME's own-workforce target addresses occupational safety only: a Worldwide Lost Time Injury Frequency Rate (WW LTIFR) of ≤0.2, set in 2020 based on historical performance analysis and held through 2026. Progress is tracked through DEME's Safety Performance dashboard, which also monitors HIPO incidents, Safety Success Stories, observations, inspections, toolbox participation, timely-closed actions, incident investigations and prompt incident reporting; effectiveness of the underlying QHSE policy and actions is formally reviewed annually per ISO 45001 requirements, covering stakeholder needs, legal requirements, audit results and continual-improvement opportunities. DEME reports no separate targets for other own-workforce sub-topics such as diversity, training, wages or social protection.

Reference: page 277

DEME's total headcount reached 5,984 employees at end-2025 (2024: 5,822), approximately 83% male and 17% female, described as in line with construction and offshore-sector norms. By geography, Europe accounted for 5,216 employees, Asia 507, Africa 177, the Americas 47 and the Middle East 37; Belgium (3,636) and the Netherlands (906) are the only countries individually representing at least 10% of headcount. The large majority hold permanent contracts (5,850 of 5,984); DEME reports no non-guaranteed-hours employees. Employee turnover fell to 8% in 2025 from 10% in 2024, covering voluntary leavers, dismissals, retirements and deaths in service, which DEME attributes to strengthened talent-attraction and retention efforts.

Reference: page 281

In 2025, 95% of DEME employees were covered by an ISO 45001-based health and safety management system (2024: 96%). There were zero employee fatalities from work-related injury or illness, consistent with 2024. Recordable work-related accidents rose slightly to 74 (2024: 73), giving a Total Recordable Incident Rate of 4.5 (2024: 4.6). The Worldwide Lost Time Injury Frequency Rate (WW LTIFR) was 0.18, comfortably below the 0.2 target, though higher than 2024's 0.10. DEME notes all 2025 safety metrics cover employees only, with non-employee data omitted under ESRS 1 phase-in provisions, and that fatalities among other workers on DEME sites will be reported from FY2027 under the same phase-in rules.

Reference: page 282

Although IRO-2 in section 4.1 concludes "none of them were assessed as material for this topic," DEME still discloses its business-conduct framework. Its Code of Ethics & Business Integrity applies to all employees, officers and directors, covering ethical decision-making, transparency, legal compliance and a respectful, inclusive workplace; a companion Code of Ethics & Business Integrity for Business Partners extends the same standards to contractors, suppliers and other third parties. DEME "upholds a zero-tolerance policy towards corruption and bribery." A dedicated due diligence procedure risk-segments business partners (suppliers, subcontractors, clients) using a weighted-attribute methodology reviewed regularly for a changing risk landscape, and a 2025 Sustainable Procurement Policy formalizes ESG risk management across the supply chain via a third-party supplier assessment tool covering more than a quarter of annual procurement spend.