Brunel International N.V.

Annual Report (ESEF) • Feb 21, 2025

Brunel International N.V. Brunel International N.V. Annual report 2024 Brunel International N.V. Annual Report 2024 3 Brunel International N.V. Annual Report 2024 4 We are one of the World’s Best Companies 2024 We are proud that Brunel has been named one of the “World’s Best Companies 2024” by TIME magazine and Statista. This recognition, based on rigorous criteria including employee satisfaction, revenue growth and ESG performance, highlights our commitment to quality, innovation and customer satisfaction. It sets us apart in our industry, enhancing our reputation and fostering trust and loyalty among our clients and specialists. Brunel International N.V. Annual Report 2024 5 1. CEO Statement 6 2. Brunel at a glance 8 3. Report from the Board of Directors 12 3.1 Strategic context and execution 12 3.1.1 Business environment 13 3.1.2 Organisational structure 15 3.1.3 Strategy overview 17 3.2 Sustainability statement 22 3.2.1. Sustainability at Brunel 22 3.2.2. Environmental information 33 3.2.3. Social information 48 3.2.4. Governance information 62 3.2.5. Definitions and data clarification 67 3.2.6. Other relevant information 85 3.3 Corporate governance 88 3.4 Risks, risk management and control systems 92 3.5 Performance 106 3.6 Statement by the Board of Directors 116 4. Report from the Supervisory Board 118 5. Remuneration report 126 6. The Brunel share 134 7. Financial statements 138 7.1 Consolidated financial statements 139 7.2 Company financial statements 191 7.3 Independent auditor’s report 198 8. Appendix 212 8.1 Alternative performance measures 212 8.2 Group financial record 216 8.3 Worldwide offices 218 * Sections on Brunel at a glance and the Brunel share constitute integral components of the Report from the Board of Directors. Contents Brunel International N.V. Annual Report 2024 6 Following the departure of Jilko Andringa, it is my privilege to address you for the first time as CEO of Brunel. The past year has been marked by challenges and uncertainties that have impacted our business. The global economic environment has been volatile, leading to lower levels of investment by our clients and to delays in projects. Despite these headwinds, Brunel has demonstrated resilience and adaptability, delivering strong performance in the Americas, Australasia, the Middle East & India, and Europe & Africa. The DACH region and Asia have been affected most by the prevailing economic conditions. To address these challenges, we successfully completed a cost reduction plan. Savings resulted from improved efficiency as we continued to invest in our IT environment and AI. Brunel is at the forefront of leveraging AI to enhance its operations and deliver exceptional value to our clients. Our AI strategy focuses on improving conversion rates, retaining specialists and reducing time spent on routine tasks. By integrating advanced AI tools, we ensure data security while boosting efficiency across various processes. This approach strengthens our internal operations and significantly improves both our clients’ experience and that of our contractors, making interactions smoother and more productive. Efficiency and lower costs will help us maintain and improve healthy conversion rates and drive up EBIT in the future. Our strategic positioning regarding the important megatrends of energy transition and digitalisation, together with our choice of global verticals, continue to show positive indicators and will support our performance in the longer term. In 2024, we were able to add two new specialist companies to Brunel: Equals and Advance Careers. Amsterdam-based Equals is committed to educating and training women in entrepreneurship and technology. Australia-based Advance Careers is a recruitment firm specialising in sustainability and the energy transition. This year’s annual report details how Brunel operates as a sustainable company. It highlights our efforts to minimise our environmental impact, promote social responsibility and ensure long-term economic viability. Sustainability is at the core of our values, and we are committed to making a positive difference in the world. 2025 is a milestone year for Brunel as we celebrate our golden anniversary: It is now 50 years since Jan Brand started the company that has since grown into a global specialist with more than 12,000 employees active in 45 countries. I would like to express my heartfelt gratitude to all Brunellers and all our other stakeholders. Your dedication, your hard work and the sense of fun you bring to our workplace have been instrumental in helping us navigate these challenging times. Together, we have shown that we can achieve remarkable things even in the face of adversity. I look forward to working together to build on our legacy and continue to drive Brunel’s success in the future. Peter de Laat CEO 1 CEO statement Brunel International N.V. Annual Report 2024 7 ceo statement Brunel International N.V. Annual Report 2024 8 2.1 Financial highlights 2 Brunel at a glance Brunel International N.V. Annual Report 2024 9 brunel at a glance x EUR million, unless stated otherwise 2024 2023 Profit Revenue 1,365 1,331 Gross Profit 263 274 Operating costs 205 212 Underlying EBIT 59 62 Acquisition costs 2 1 One-off costs 5 5 Reported EBIT 52 56 Result before tax 44 50 Tax 14 18 Group result after tax 30 32 Net income 30 32 Ratios Change in revenue on previous year 2.6% 12.6% Gross margin 19.3% 20.6% Underlying EBIT / Revenue 4.3% 4.7% Group result after tax / Revenue 2.2% 2.4% Balance Working capital 277 297 Total equity 317 313 Balance sheet total 582 611 Net cash flow 19 13 Ratios Total equity / total assets 54.5% 51.1% Current assets / current liabilities 2.68 2.59 Workforce (number) Employees total (average) 12,359 12,712 Employees direct (average) 10,869 11,138 Employees indirect (average) 1,490 1,574 Employees total (year-end) 11,541 12,539 Employees direct (year-end) 10,206 10,939 Employees indirect (year-end) 1,335 1,600 Shares in EUR Earnings per share 0.59 0.63 Shareholders’ equity per share 6.25 5.98 Dividend per share 0.55 0.55 Highest share price 11.44 13.46 Lowest share price 8.33 9.72 Closing share price at 31 December 9.07 11.18 Market capitalisation at 31 December (EUR million) 457.6 563.5 Brunel International N.V. Annual Report 2024 10 Brunel was founded in 1975 by graduate engineer Jan Brand. Starting with the placement of a single fellow engineer, the foundation was laid for what became a global specialist delivering customised project and workforce solutions to drive sustainable industry transformations through technology and talent. A powerful network of specialists The company has continued to grow and diversify over the years but has always maintained Jan Brand’s original focus: placing highly qualified, mainly technical, specialists in challenging assignments. What began as a family-run business with strong ambitions has grown beyond all expectations and resulted in a durable and sustainable business model. Throughout repeated international expansion, Brunel has retained a company culture driven by entrepreneurship and talent. It has fostered the capability and agility to deliver globally. And it has continued to provide high-quality and fully compliant solutions and services. Connecting specialists to pioneering projects Brunel connects the most talented and experienced specialists to present-day pioneering projects. With 120+ offices and a powerful network of more than 12,000 specialists around the world, we deliver Project and Consulting Solutions, Workforce Solutions and Global Mobility Solutions that transform global projects in Renewables, Conventional Energy, Mining, Life Sciences, Future Mobility, Industrials & Technology and many other sectors. Caring about a better future Having a passion for people and caring deeply for the environment is not only part of Brunel’s DNA: It is also reflected in the company’s culture and values. Social responsibility is taken very seriously, and the company’s ambition is to build both a better planet and a better future for professionals. By providing job opportunities for specialists and preparing them for future challenges through continuous upskilling, Brunel is contributing to a more sustainable society. By connecting specialists from all over the world, Brunel embraces diversity, inclusion and belonging. Upholding high integrity standards, the network of specialists is redefining and shaping the future, driving and developing ground-breaking new technologies to accelerate clients’ digital transformations and energy transitions. Management of Brunel Change in leadership Jilko Andringa served as Chief Executive Officer (CEO) of Brunel from 2017 to October 2024. Under his leadership, Brunel has made critical changes to its strategy and organisation that positions it for continued success. In October 2024, Peter de Laat succeeded Jilko as CEO. Peter, joining Brunel in 2012, held the position of Director Finance and Control from April 2013 and was appointed Chief Financial Officer (CFO) on 1 May 2014. Peter brings a deep understanding of the company’s operations and strategic direction. The Supervisory Board conducted a comprehensive evaluation process before appointing Peter, recognizing his extensive experience and leadership within the business and ensuring continuation of chosen strategic directions. 2.2 Corporate profile Brunel International N.V. Annual Report 2024 11 Board of Directors for 2025 As we transition into 2025, the Board of Directors will continue to consist of two core members: the Chief Executive Officer and the Chief Financial Officer. The Supervisory Board proposes to appoint Toine van Doremalen as CFO for a period of four years at the Annual General Meeting of Shareholders on 15 May 2025. Drs. P.A. (Peter) de Laat, RA Chief Executive Officer, male (1972) Peter de Laat was appointed Chief Executive Offer of Brunel International N.V. on 1 October 2024. After earning a master’s degree in business economics, Peter de Laat worked for sixteen years with Deloitte Accountants and was part of the team responsible for auditing Brunel. Peter joined Brunel in 2012, held the position of Director Finance and Control from April 2013 and was appointed Chief Financial Officer on 1 May 2014. Executive Leadership Team Since the formation of our Executive Leadership Team (ELT) on 1 January 2024, we have continued to execute our strategy with focus and discipline, navigating the current global uncertainty while positioning Brunel for long-term success. The leadership team has been instrumental in driving our cost reduction plan and securing a leaner cost base, which ensures we can remain agile and profitable in the short and long term. The ELT as of 31 December 2024, includes 1 : • Peter de Laat, CEO • Tania Sinibaldi, Managing Director of Operations • Jon Proctor, Managing Director of Operations • Joanita Oud, Global Head of People & Culture • Stefan de Boer, Global Head of IT & Digital The combined experience and expertise of the team will ensure the strategy is executed effectively. Each member’s unique skills and knowledge contribute to a comprehensive approach, addressing all potential challenges. We remain confident in our long-term goals, supported by a healthy project pipeline and investments in key areas such as IT and digital infrastructure. Despite the challenging markets, the ELT is confident that our strategic focus on flexibility, lean operations, and a strong global project pipeline will ensure a successful start of 2025. brunel at a glance From left to right: Stefan de Boer, Jon Proctor, Peter de Laat, Tania Sinibaldi and Joanita Oud 1 The new CFO will also join the ELT Brunel International N.V. Annual Report 2024 12 At Brunel, we are guided by our core values of passion for people, integrity, results-driven and entrepreneurship. We operate with a long-term perspective and a strong commitment to sustainability. We strive to consider the perspectives of all stakeholders and the broader societal impact of our actions. To us, sustainability means ensuring long-term success and profitability, fostering the career development of our professionals and specialists, fostering strong relationships with customers and suppliers, staying current with new technologies, meeting stakeholder expectations, and investing in the communities in which we operate. Our passion for people drives us to connect specialists with clients on a global scale. With over 12,000 specialists representing nearly 100 different nationalities, we take our responsibility to them seriously and provide them with fair employment terms, safety, and security, and career development support. To achieve success in customer engagement, - experience and - loyalty, it is important to adopt data- driven, creative, and customer-centric strategies that utilise the latest technologies to provide exceptional service and value to customers. At Brunel, we have implemented initiatives such as our digital journey which harness technology and creativity to enhance the connection between our customers and our business. Note: The Report from the Board of Directors (consisting of page 12 up to and including 117 , page 134 up to and including 137, and page 212 up to and including 215), and such parts of the Annual accounts as referred to in the Report from the Board of Directors, comprise the “Bestuursverslag” within the meaning of article 2:391 of the DCC. 3 report from the board of directors 3.1 Strategic context and execution Established first office in the Netherlands 1975 brunel milestones Brunel International N.V. Annual Report 2024 13 3.1.1 Business environment 3.1.1.1 Global business environment The world around us is rapidly evolving, and to remain successful we need to have systems in place to adapt to the changes and monitor progress. Employees at different layers and in all regions monitor key business environment indicators. The top seven indicators below are most relevant for Brunel’s business worldwide. 1. Macro-economics and Industry Cycles 2. Competition Trends: Rapid adaptation to energy security, transition, and geopolitical challenges. Balancing energy needs with sustainability and managing inflation-driven impacts. Trends: Talent competition and consolidation drive market changes; generalist and EPC firms add pressure. Opportunities: Capital investments, flexible project solutions, and upskilling boost potential. Wage inflation positively impacts Brunel’s KPIs. Opportunities: Deepen recruitment in key markets through innovative, client-focused solutions. Risks: Growth depends on Europe’s economic recovery; current models struggle to meet new product/service demands. Risks: Margin pressure amid market challenges; intense competition for skilled talent. Response: Refer to “Risk Management - Macro-economic/ Geopolitical,” pg. 96. Response: See “Risk Management - Competition,” pg. 96. 3. Talent Market 4. Client Demands Trends: Labor regulations, generational shifts, and tech demand reshape expectations. Tight market emphasizes flexibility and non- traditional recruitment. Trends: Sophisticated clients seek comprehensive, flexible workforce solutions, intensifying margin pressure. Opportunities: Compliant recruitment solutions align with market needs; diversity, untapped markets, and digital recruitment add strategic value. Opportunities: Growing demand for agility supports quality- focused, client engagement strategies. Risks: Regulatory uncertainty and scarcity of talent. Risks: Heightened demand for fast, high-quality service and tougher supplier selection. Response: “Risk Management - Human Capital,” pg. 98. Response: “Risk Management - Contract Negotiation,” pg. 97. 5. Regulatory Landscape 6. Technology and Digitalization Trends: Increased regulatory complexity requires specialization, with new privacy rules and higher compliance standards. Trends: Digital transformation and automation reshape staffing, with AI nearing mainstream use. Platforms grow due to globalization and remote work. Opportunities: Strong compliance culture and proactive social dialogue help meet client and regulatory needs. Opportunities: Tech roles expand as automation enhances productivity. Focus on service innovation and digital recruiting. Risks: Compliance costs and risks may impact clients and reputation. Risks: Digital disruption, privacy and security concerns may hinder innovation. Response: “Risk Management - Compliance,” pg. 101. Response: “Risk Management - IT and Digital Risks,” pg. 99. 7. Sustainability and Governance Trends: Stakeholders, influenced by regulations, demand enhanced ESG efforts backed by green initiatives. Opportunities: Strengthen corporate purpose to create societal value and meaningful work. Risks: ESG liabilities drive divestment from fossil fuels, impacting traditional energy projects. Response: “Risk Management - Macro-economic/Geopolitical,” pg. 96, “Sustainability related risks,” pg. 106. report from the board of directors 3.1.1.2 Key markets and outlook * Our local operations in the Netherlands and Germany are heavily influenced by macroeconomic trends. These markets primarily use macroeconomic trends as leading indicators. However, for other markets, we conduct additional analysis to gain a more accurate outlook. This includes analysing specific market indicators like capital investment and general business indicators. Brunel’s diversification initiative has led to the growth and promising development of our Life Sciences market, resulting in its inclusion as a global vertical. Conventional Energy Renewable Energy The oil and gas industry is anticipated to face significant challenges in 2025. The new US presidency is likely to heighten trade tensions, while delays in OPEC+ production cuts could risk oversupply, especially with increasing output from non-OPEC producers. Crude demand is projected to remain uncertain, influenced by inflation, trade pressures, and weakened demand in developed markets. Brent crude prices are expected to decline to $76 per barrel. Global capital expenditure is forecasted to decrease as firms prioritize shareholder returns. Despite resilient demand, macroeconomic factors and abundant supply are likely to exert downward pressure on energy prices. Global power consumption is projected to grow by over 30% between 2024 and 2033, driving advancements in grid infrastructure and energy storage. Non-hydropower renewables are expected to expand, with natural gas peaking by 2026. Lithium-ion batteries will likely dominate energy storage, while flow batteries face cost challenges. MENA and Sub-Saharan Africa will rely on policy support and international investments, particularly from China. Rising tariffs and regional dynamics may impact renewable adoption and trade in key markets globally. Mining Life Sciences The mining sector is forecasted to face heightened resource security concerns and critical mineral supply chain risks in 2025, driven by protectionist measures and rising demand for minerals essential for green technologies. The US is anticipated to play a central role in these disruptions under Trump’s presidency. Global investments in mining technology and alternative supply routes are expected to grow. However, elevated costs and geopolitical tensions may challenge stable mineral flows and industry growth The life sciences industry is expected to face shifting trends in 2025. Pharmaceutical firms are likely to establish dual supply chains to mitigate geopolitical risks, while medical device companies are projected to relocate manufacturing to Southeast Asia and Latin America. Food production will embrace AI for personalized loyalty programs, enhancing consumer retention. Regulatory pressures on single-use devices and environmental standards may delay medical approvals but will foster long-term sustainability improvements. These trends highlight a cautious yet progressive trajectory for the sector • This commentary is produced by Fitch solutions Country Risk and Industry Research and is not a comment about Fitch Ratings’ Credit Opinions or Credit Ratings. Nor is any of the background obtained from, or in conjunction with, Fitch Ratings credit analysis. TH 1 1 5 5 5 5 6 6 TH TH TH Brunel International N.V. Annual Report 2024 14 TH 7 4 2 15 Our regions ❶ Americas (United States, Brazil, Canada, Guyana, Suriname) ❷ Asia (China, Japan, South Korea, Singapore, Vietnam, Malaysia, Indonesia, Taiwan, Thailand, Myanmar) ❸ Australasia (Australia, New Zealand, Papua New Guinea) ❹ DACH (Germany, Austria, Czech Republic, Switzerland) ❺ Europe and Africa (United Kingdom, Denmark, France, Italy, Norway, Mozambique, Nigeria, the Netherlands, Poland, Albania, Greece, Israel, Romania, Kazakhstan, Spain, Sweden) ❻ Middle East and India (India, Iraq, Kuwait, Qatar, United Arab Emirates) ❼ The Netherlands, Belgium ❽ Taylor Hopkinson (Scotland, Spain, United States, Taiwan, Singapore, Australia, Japan, South Korea) TH 3.1.2 Organisational structure 3.1.2.1 Global and regional steering The Executive Leadership Team is responsible for the execution of our strategy. Next to the CEO and CFO, the ELT comprises of two Operational Directors and two Functional Leaders to lead the global support functions on People & Culture and IT & Digital. We manage our business through 8 regional businesses supported by the global functions. The level of support and interaction between these businesses and global functions is determined by market and client opportunities, as well as the scale and maturity of our regional business. Client management and delivery are primarily driven from the regions. The strategic direction on verticals is specifically assigned to the Operational Directors. This operating model allows us to benefit from the strengths of both local-to-local relationships and corporate expertise, enabling us to stay agile and respond quickly to market opportunities as they arise. >> see graphic on the next page Brunel International N.V. Annual Report 2024 “Our new applicant tracking system streamlines our recruitment process by cutting time- to-hire, enabling data- driven decisions and centralising data across our platforms. It enhances global collaboration, boosts efficiency and supports integration with AI and other applications, ensuring adaptability now and in the future.” stephen Hardy Global Recruitment Centre Manager recruitment platform 3 Brunel International N.V. Annual Report 2024 16 3.1.2.2 Centralised support functions Brunel has established a global infrastructure connecting all continents through regional hubs located in Amsterdam, Bremen, Doha, Houston, Delft, Perth, Singapore and Glasgow by sharing financial and commercial resources. This structure enables our commercial activities, business development, account management and recruitment to be fully focused on clients and candidates, while being supported by well- functioning regional hubs. This centralised model enables efficient and cost-effective operations, improves communication between employees and managers, and ensures effective risk management, internal control, and compliance activities. * Our Energy activities in the Netherlands are managed by the region Europe & Africa. The central hub for this region is based in the Netherlands. Regional leadership Regional support function Regional hubs – Amsterdam, Bremen, Doha, Houston, Delft, Perth, Singapore and Glasgow Commercial team Operations Finance and control Human resources Marketing and Communications IT report from the board of directors Global Head of IT & Digital Managing Director of Operations Managing Director of Operations Global Head of People & Culture CFO CEO Board of Directors Global Marketing & Communications Global Legal & Compliance Global Corporate Finance & Control Global Sales Enablement Global Commercial Renewables Conventional Energy Taylor Hopkinson ICE Asia RPO Mining Americas Australasia Life Sciences DACH + CZ Europe and Africa Middle East and India The Netherlands Executive Leadership Team Brunel International N.V. Annual Report 2024 17 3.1.3 Strategy overview Purpose and vision: We are a recognised leader in customised and sustainable workforce and project solutions. By connecting the expertise of our specialists to pioneering projects we empower our clients to lead the way in current and future industry transformations, creating a better future for people and the planet. Expanding Pioneering Projects Data-driven business development Fast-growing verticals Full set of services & tailored solutions Loyal and growing client base Attracting and Retaining Specialists Attractive projects Strong brand Upskilling Digital journey O perational leverage Continuous innovation Global IT / Digital platform Disciplined execution Brunel Connecting through Internal Talent and Technology PROGRESS UPDATE (a) Financial and non-financial targets: How do we measure success? Metric Target 2027 Progress 2024 Revenue Revenue High single digit YOY growth On track Gross profit High single digit YOY growth On track Profitability EBIT/GP >32% yearly fall through 40 – 50% On track EBIT >6.5% On track Conversion ratio >32% in 2027 On track Non-financial Connected specialists > 13,000 contracting specialists >2,000 perm specialists On track On track Market leading engagement NPS >25 On track Brunel International N.V. Annual Report 2024 18 report from the board of directors (b) Diversification: We expand our business by entering selected market segments (verticals). By executing locally and connecting globally, we aim to achieve market-leading positions within our target markets. Utilising our global infrastructure, we will reshape how Brunel connects to its market and capture a greater volume and diverse range of opportunities. Progress and results 2024 Highlight Vertical diversification (Gross profit share) • Strategic megatrend alignment – Energy transition and digitalisation continue to drive long-term opportunities in key sectors. • High-growth market success – Renewable Energy and Life Sciences delivered double-digit growth, validating our diversification strategy. (c) Specialisation: Our ability to attract the most talented specialists will form extensive and powerful communities, where like- minded people meet, knowledge can be shared and where innovative ideas emerge from everyday challenges. These communities will nurture, develop and encourage progression of talent. Combined with our capability to connect the specialists to exceptional career opportunities in all the industries we cover, our communities will generate a strong gravitation, of leading talents and clients towards Brunel. Progress and results 2024 Highlight Talent attraction and retention • AI-driven career & job matching – Specialists now receive job offers through automated skill-matching or AI-generated career path recommendations, enhancing career development and retention. • Advanced retention insights – Launched a joint research project with a leading Dutch university to analyse retention drivers and further developed the Talent Curation Platform to optimise specialist matching and engagement. • Stronger specialist communities – Continued efforts to build engaged and high-performing specialist networks, improving attraction and retention. • Brunel academy expansion – Enhanced learning programs for internal colleagues and specialists to support career growth and development. Addressing talent shortage • Attracting specialists with high-quality projects • Strengthening global talent mobility • Further improved best-in-class contract care • Upgraded the online candidate journey • Developed the AI skills intelligence platform • Proactive reskilling and upskilling 2020 2024 12% 9% 25% 7% 4% 13% 17% 6% 13% 4% 2% 28% 10% 9% 6% 5% 14% 9% 10% 5% Brunel International N.V. Annual Report 2024 19 report from the board of directors (d) Capabilities building: A leading specialist within the chosen services that we provide. We are proud of the quality of service we deliver, and we are recognised by our customers and contractors for this. Our continuing focus on specialisation provides us with a deep insight into the market, allowing us to challenge our customers and make them more successful. This approach combined with our global network, positions Brunel as a valued partner to its customers. Progress and results 2024 Highlight Expanding our end-to-end solutions • Expanded services – Further enhanced client solutions such as RPO, Commissioning, and Statement of Work. • Stronger market position – Advance Careers, now fully integrated with Brunel, continues to lead in energy transition, sustainability, and emerging tech recruitment. Project & Consulting Solutions Brunel provides custom support, international network and local knowledge to deliver seamless solutions. Capabilities: • Project Risk Assurance • Operational Readiness & Assurance • Commissioning & Start-Up Workforce Solutions Brunel leverages advanced recruitment techniques and strategic workforce planning to streamline talent acquisition and enhance overall performance. Global Mobility Solutions Brunel seamlessly transfers individuals, teams and even whole businesses to new locations – from the next state or region to the farthest corners of the planet. Capabilities: • Recruitment Process Outsourcing • Permanent Placements • Executive Search • Employer of Record “Backed by 27 years of inspection experience, Brunel collaborated with our colleagues at Taylor Hopkinson to supply third party vendor inspection services. The client, a globally recognised Renewable Energy company, gave us the opportunity to propose solutions against a host of global competitors. Supported by Taylor Hopkinson, Brunel worked hard to fully understand the project needs, prepare customised templates, develop an inspector matrix, negotiate pricing and see where we could add value. After a successful bid, we addressed client queries and demonstrated our cost- effective approach. In October 2024, Brunel was approved as an authorised inspection agency for its first renewable project.” Krishna Moorthy Assistant Manager (Inspection), Singapore Asia Brunel International N.V. Annual Report 2024 20 report from the board of directors (e)Disciplined execution: Disciplined execution is the relentless focus on executing strategy, keeping the momentum going throughout the year. All three elements - people, process and system - must operate seamlessly in order for Brunel to develop into a truly successful and inspired enterprise. Progress and results 2024 Highlight Delivering growth • Sharper KPI steering – Improved process clarity and data- driven decision-making • Stronger digital platforms – Expanded IT infrastructure with AI-driven intelligence. • Higher conversion – Optimised network leverage for better engagement. • Ensured compliance – Strengthened frameworks for secure delivery. • Greater efficiency – Automated workflows to boost productivity. • Cost discipline – Maintained strong cost control for financial resilience. Key Drivers • Accountability & KPI-driven execution • Continuous process optimization • Data-driven sales & market Approach • AI & digital transformation • Cost agility & smart Investments Delivery 2020 2024 Revenue 893 1,365 Gross Profit 191 263 Conversion ratio 15% 22% EBIT 29 59 EBIT margin 3.2% 4.3% Key enablers across the strategic pillars: (a) Excellent people Brunel is powered by its people and shared values. We foster a culture of accountability, inclusivity, and growth, empowering employees to reach their full potential. Together, we create better opportunities for professionals today and a sustainable future for the next generation. For more details on our people, values, and culture, please refer to the People section of this report (page 48 - 61). (b) Strong brand: Brunel is a powerful network of specialists connecting the most talented and experienced specialists with both present-day and pioneering projects. United with one goal: to deliver outstanding and intelligent solutions. Combined with our dedication to every single employee we pave the way for exceptional career opportunities. (c) Scalable global IT platform and digital tools: In 2024, Global IT and Digital achieved key milestones in digitalisation processes and enhancing customer experiences, leveraging technologies such as AI and system optimisations. Flexibility and adaptability were essential in navigating a rapidly evolving technological and market environment. Collaboration across departments, gathering feedback, and aligning priorities were critical to driving impactful improvements. Looking ahead to 2025, Global IT and Digital will focus on enhancing agility and innovation to support business growth. Key initiatives include the implementation of OneUp Sales, a tool designed to provide live dashboards, improve transparency, foster collaboration, and standardise KPIs across regions. Data analytics will play a central role, offering deeper insights into customer behaviour and optimising decision-making to strengthen the organisation’s competitive position. To balance innovation and operational efficiency, the department will continue leveraging partnerships such as Plug and Play for innovative solutions while investing in professional development, transparent communication, and a positive work environment. IT and Digital risks and opportunities are further detailed in the Risk Management section (see page 99). (d) Acceleration through disciplined M&A: We have a focused M&A strategy in place to accelerate our strategy execution, supported by targeted allocation of our own capital. * EUR million unless stated otherwise Brunel International N.V. Annual Report 2024 21 M&A focus Different reasons of acquisitions Progress and results (2024) Accelerators in Renewables and Life Sciences Accelerating diversification strategy and market penetration in core markets through adding Renewables and Life Sciences companies, showing fast growth or with large market share who most likely will operate in multiple regions • Acquisition of Advance Careers (January 2024), a sustainability and energy transition specialist recruitment firm. • Acquisition of 50.1 percent stake in Equals (November 2024), a Dutch education and training provider with focus on women in entrepreneurship and technology. • Engaged in multiple in-depth conversation with potential acquisition targets, particularly in Life Sciences vertical, The Netherlands and DACH regions. The Netherlands, DACH Elevating Brunel’s position to value-add partner in the Netherlands and DACH region through investment in high end consultancy-based engineering specialists which have high value, high margin and good reputation Value-add services Investment in businesses that add both knowledge and provide increased capabilities to Brunel dual purpose of (i) Leveraging Brunel’s infrastructure and customer base (ii) Moving Brunel to a more value-add supplier and higher margin business. “We are a group of individuals with diverse backgrounds united around common goals. We believe that diversity, inclusion and belonging (DIB) spark innovation and drive engagement and retention. By embracing our unique perspectives and celebrating our differences, we create a stronger, more vibrant community where everyone can thrive. Together, we foster an environment where every individual feels a true sense of belonging..” DIB Council the Netherlands & International Diversity, Inclusion and Belonging report from the board of directors Brunel International N.V. Annual Report 2024 22 3.2 sustainability statement 3.2.1. Sustainability at Brunel 3.2.1.1. Business model Brunel’s business model is centred around delivering specialised project and workforce solutions across various industries globally. Key inputs include a skilled workforce, robust technology infrastructure, and strategic partnerships. Brunel’s mission, vision, and core values guide its operations, ensuring consistent quality in service delivery and risk management. Brunel emphasises continuous training and development through the Brunel Academy to ensure that internal teams and specialists maintain relevant expertise and capabilities to meet client demands. Section 3.2.1, 3.2.5 and 3.2.6 contain the General information per ESRS. 3.2.1.2. Materiality assessment and stakeholder dialogue A. Introduction to Brunel’s double materiality assessment As part of our preparation towards alignment with the requirements of the EU Corporate Sustainability Reporting Directive (CSRD), we conducted a double materiality assessment (DMA) in 2023. The double materiality approach integrates impact materiality, which considers Brunel’s influence on the environment and society, with financial materiality, which determines how environmental and societal factors affect Brunel’s financial performance. We applied guidance provided by the European Financial Reporting Advisory Group (EFRAG) in combination with our interpretation of the ESRS to develop a tailored approach to perform our DMA. We believe the outcome presented below accurately reflects our business and the associated material sustainability matters captured in the assessment. Thanks to the ongoing developments, interpretation and market implementation of the ESRS, we expect that our methodology will be further enhanced this year. In 2025, our aim is to further refine and develop our DMA methodology through progressive insights gathered during this initial assessment process, and through further aligning with guidance provided by the EFRAG and requirements set out in the ESRS. The subsequent sections will offer a more comprehensive overview of our methodology, and the outcomes achieved. B. DMA approach and methodology Business review A comprehensive business review was conducted using several sources as input: internal documentation, international standards and frameworks (Sustainability Accounting Standards Board (SASB), Global Reporting Initiative (GRI) and United Nations Sustainable Development Goals (UN SDGs)), selected peers, sector trends and media analysis. This review aims at identifying potential issues and sustainability matters relevant to Brunel and its associated industry. Additionally, all above sources were mapped against the ESRS topics, sub-topics and sub-sub topics as part of the analysis to determine which sub-topics or sub-sub topics are potentially relevant to Brunel for consideration and inclusion into a longlist of sustainability matters. The longlist was carefully reviewed by the core project team, comprising of the Head of People and Culture, Head of Finance and CFO, and refined into a shortlist of sustainability matters, whereby certain topics were either combined or excluded due to its relevance to Brunel’s business operations. Value chain and stakeholder mapping A value chain mapping exercise was conducted to locate where the defined short-list of sustainability matters Brunel International N.V. Annual Report 2024 23 report from the board of directors might occur within Brunel’s value chain and which stakeholders could potentially be impacted. The exercise was conducted across upstream, downstream, and own operations. The value chain mapping exercise provides the input upon which potential stakeholders to engage during the stakeholder interview phase. Key internal stakeholders across various functions, regions, and divisions were selected to participate in the stakeholder engagement phase to ensure all short- listed topics were represented adequately. We engaged with shareholders as external stakeholders during the DMA process. Consequently, it was decided to interview selected internal stakeholders from Brunel’s client’s perspective to obtain sufficient insights from an external standpoint. In forthcoming refinements and updates of our DMA, additional external stakeholders will be identified and interviewed to improve the process. An initial IRO register was compiled using the information gathered in the executed business review, sources such as Brunel’s risk assessment conducted in 2022 and through iterative processes with Brunel’s core project team. The goal of this initial IRO register was to guide the conversations during the stakeholder interview process. Stakeholder engagement In total, 25 engaged stakeholders participated in 20 independent interviews. Individuals from the Executive Leadership Team (ELT) and the supervisory board, sales, Brunel Foundation, Legal, Human Resources, and Finance functions were engaged with in the interview process, covering multiple key regions in which Brunel operates. All stakeholders were requested to derive both impacts (positive or negative) from an impact materiality perspective, and risks and opportunities, Impacts, Risks and Opportunities (‘IRO’s’) from a financial materiality perspective, related to the short-list of sustainability matters and associated sub-topics and sub-sub topics. All gathered input and derived IROs were validated by the respective stakeholders before being consolidated into an IRO register. Brunel has considered the connections of its impacts and dependencies with the associated risks and opportunities. Topic prioritisation All derived IROs based on the stakeholder interview then underwent a risk scoring approach based on the requirements of the ESRSs. Scoring parameter definitions were established for both impact- and financial materiality scoring approaches. For impact materiality, all impacts were scored against severity (scale, scope, irremediable character (only for negative impacts)) and likelihood parameters. For potential human rights impacts, severity was automatically scored at maximum. For financial materiality, all risk and opportunities were scored against size of (potential) financial effects and likelihood. To determine the material sustainability matters, the CSRD requires choosing an appropriate quantitative and/or qualitative threshold. However, at the time of execution, neither the CSRD, nor the ESRSs, provided any sufficient guidance on how such thresholds should be set or which considerations to take into account. The application and appropriateness of potential thresholds were discussed and compared to determine a realistic outcome which accurately represents Brunel’s current business. Brunel will review the set threshold during the refinement of our DMA in 2025. Validation The internal validation was conducted by Brunel’s core project team designated to Brunel International N.V. Annual Report 2024 24 report from the board of directors perform the DMA. During validation outliers and potential inconsistencies were identified and rectified. The results of the DMA, along with its impact on our strategy, ambition, and business model, have been discussed and approved with the Board of Directors and the Supervisory Board. The Board of Directors together with the Supervisory Board validated the outcome of the DMA. This led to the identification of our most material topics and demonstrated our approach to effectively address our material impacts, risks and opportunities. Brunel’s Board of Directors has overseen the DMA process and the development of related policies and programs. The board is supported by the Global Leadership Team (GLT) in the definition of Brunel’s ESG strategy and its subsequent execution. C. Interests and view of stakeholders Through considering the relevant interests of our stakeholders, we have proactively addressed their key interests and enhanced both our business performance and our relationships with stakeholders. Furthermore, based on our stakeholders’ interest and views we determined that there is no direct implication on our current strategy and/or business model. Stakeholder views and interests as given in the table below are brought together and evaluated during the DMA process and communicated to the Board of Directors and Supervisory Board. In 2025, we will improve our stakeholder engagement process and predominantly focus on expanding our external stakeholder group to obtain additional insights from our key identified stakeholders. Materiality analysis Stakeholders We identify the Environmental, Social and Governance topics which we believe have the greatest impact on our business and the greatest level of concern to stakeholders along our value chain. We do this through a multi-stakeholder process. An overview of our regular engagement with these stakeholders is provided in the below table. WHO ARE OUR STAKEHOLDERS? Employees, Specialists and future professionals Clients Shareholders and financial institutions Government, regulators, NGOs and local communities WHAT ARE THEIR AREAS OF INTERESTS? Training, development and career opportunities Recognition, fair salaries and benefits Open, collaborative, safe and healthy working environment Clear vision and direction Diversity & inclusion Job satisfaction and pride Job opportunities Job market information Environmental, social and governance (ESG) topics On time delivery and quality of services Reliable and value-adding partnership Proactive, relevant recruitment and project manpower advice Availability of required skills Environmental, social and governance (ESG) topics Attractive and sustainable growth Effective risk management and control environment Responsible investment Environmental, social and governance (ESG) topics Contribute to the economic and social develop in local community Create employment and be a major force in the economy Responsible approach to tax High standards of ethics and integrity Environmental, social and governance (ESG) topics HOW WE RESPONDED (through our strategic pillars and other frameworks) People and culture Digital journey Specialist community Capabilities Sales enablement Quality, speed and efficiency Ownership Capabilitie Diversification Risk management Performance Corporate governance Corporate social responsibilities Brunel International N.V. Annual Report 2024 25 report from the board of directors D. Brunel’s material topics defined We clustered our material topics as below: Material topic Sub-topics covered ESG Domain Associated ESRS Contribution to the energy transition through clients Supporting the energy transition by providing talents to the renewable energy sector E (E1) – Climate Change Exposure to traditional (oil & gas) energy clients Business portfolio transition E (E1) – Climate Change Talent attraction, development & career opportunities Own employees and contractors (direct & indirect): Training and skills development (reskilling and upskilling)/ Employee engagement/ Talent and succession planning/ Management development/ Internal promotion/ Offering equal opportunities/Job opportunities for specialists S (S1) – Own workforce Diversity, inclusion & belonging Own employees and contractors (direct & indirect): Diversity/ Gender equality and equal pay for work of equal value/ Employment and inclusion of persons with disabilities/ Measures against violence and harassment in the workplace/ Employee net promoter score or Employees satisfaction index/ Absenteeism S (S1) – Own workforce Employee safety & security / Labour conditions Own employees and contractors (direct & indirect): Secure employment/ Working time/ Social dialogue/Freedom of association, the existence of works councils and the information, consultation and participation rights of workers/ Collective bargaining, including rate of workers covered by collective agreements/ Work-life balance/ Health and safety/ Fair employment terms/ Near miss incidents/Matching workers to positions S (S1) – Own workforce GHG emissions and energy consumption Own employees and contractors (direct & indirect): Secure employment/ Working time/ Social dialogue/Freedom of association, the existence of works councils and the information, consultation and participation rights of workers/ Collective bargaining, including rate of workers covered by collective agreements/ Work-life balance/ Health and safety/ Fair employment terms/ Near miss incidents/Matching workers to positions E (E1) – Climate Change Data privacy & cybersecurity Data privacy & cybersecurity S & G (S1) – Own workforce (G1) - Business conduct Ethical business and compliance Corporate culture/ Transparency/ Protection of whistle-blowers/ Conflicts of interest/ Political engagement and lobbying activities/ Responsible approach to tax/ Anti-bribery & anti-corruption/ Integrity standards/ Independency of Supervisory Board G (G1) - Business conduct All material topics are currently relevant to our daily business operations and are expected to occur within the short-term, medium-term and long-term. We believe that our policies as explained in the following chapters allow us to navigate the global changes connected to sustainability. As experts in matching engineers to pioneering projects we believe that a decrease in demand in a certain sector will lead to an increase in demand for other sectors. Through the evaluation of the DMA process and outcomes, we believe our current strategy and business model is resilient in our capacity to address the material impacts and risks and to take advantage of its material opportunities. Changes compared to our initial DMA outcomes disclosed in 2023 annual report include the exclusion of S2 & S4 reporting requirements. This scope has been updated following review conducted throughout 2024. Exclusion of ESRS S4 results from a correction in a mismatch in IRO mapping. A material IRO relating to Protecting personal data of stakeholders intended to represent the workforce but was initially matched to Brunel International N.V. Annual Report 2024 26 report from the board of directors S4: end users. S2 was excluded as contractors are considered scoped under own workforce (S1) and not workers in the value chain S2 which was initially the case. The material IROs connected to workers in the value chain revolve around Providing good labour conditions and respecting human rights, best practice local labour conditions and Inadequate enforcement labour standards and are covered under the policies related to S1: Own workforce. This has been included under material sustainability topics Employee Safety & Security and Ethical Business and Compliance in the next section. The Material IROs initially captured under S4 is now captured under S1. The material IROs initially captured under S2 are captured under S1. Consequently, no material IROs have been ‘lost’ through the DMA review and subsequent update. E. Assumptions and limitations Our DMA was conducted taking into account communicated guidance and information provided by the European Commission and EFRAG. Basis for preparations and reporting follow the details as set out under chapter 6.1, setting the scope and boundaries of the assessment. Considerations and limitations accounted for during the DMA include but are not limited to: 1.) Assumption that the company’s financial performance is influenced by current market trends, regulatory changes, and investor expectations, 2.) Assumption on future economic or environmental scenarios, 3.) IROs were formulated from a gross risk (before mitigating factors) position, 4.) Stakeholders assumed a neutral perspective limiting an unbiased approach, 5.) Secondary and tertiary impacts may not have been fully captured, 6.) Difficulty in isolating or quantifying specific effects due to multifaceted ESG impacts, 7.) Emerging risks, including new regulations, technologies, industry and political developments, or climate events, may not be fully considered in the assessment due to their unpredictable nature, 8.) Limited involvement of external stakeholders. DMA refinement Following our first time DMA execution, we are determined to further improve our approach in 2025, making use of progressive insights, industry best practices and lessons learnt during our first time execution. Key focus areas include but are not limited to conducting additional external stakeholder interviews and maturing our IRO scoring approach. 3.2.1.3. ESG governance, policies, action plans, metrics and targets A. Our response to the material impacts, risks and opportunities The outputs of the double materiality assessment have been assessed to see if current strategies suffice. We concluded that the diversification strategy in combination with existing internal policies meet the intent of our IROs. We have reaffirmed our intention to advance the Health & Safety discipline and have formalised our ESG commitment through the establishment of five distinct ESG programs. A description of these programs can be found in chapter 3.2.1.3. Brunel’s ESG Programs. Collectively, all the material IROs are captured within programs and policies. Our material sustainability topics mentioned below offer a comprehensive summary of material IROs captured during the double materiality process. We believe this summary presents an accurate aggregated overview of the key details gathered from the identified material IROs in a more consolidated and structured manner. Brunel International N.V. Annual Report 2024 27 report from the board of directors Material Sustainability Topic Type of IRO Consolidated description or aggregated IROs # of aggregated IROs Location in value chain Geography (EMEA, Americas, APAC, Global) Covered under policies Contribution to the energy transition through clients Impact Materiality Impact is made through reskilling and upskilling specialists, providing talent and technical skills through strategic acquisitions, and partnering with clients on renewable energy projects, thereby reducing greenhouse gas emissions and promoting cleaner energy projects. 3 Positive Impacts 0 Negative Impacts Own operations and down- stream Global Sustainability policy, Talent Attraction, Development & Training Policy Financial Materiality Leveraging demand for renewable energy talent through strategic acquisitions and training programs, enhancing visibility and employer branding through recruitment initiatives, attracting investors by positioning as a responsible corporate entity, diversifying revenue risks by expanding into various industries, creating shareholder value through portfolio diversification, and balancing reliance on oil and gas sector with renewable energy projects to enhance company’s market reputation and transition to cleaner energy sources. 7 Opportunities 0 Risks Across value chain Global Sustainability policy, Talent Attraction, Development & Training Policy Data privacy & cybersecurity Impact Materiality Robust data privacy and cybersecurity policies and practises, ensures the protection of stakeholders’ personal data, which builds trust and enhances job satisfaction among contractors. 2 Positive Impacts 0 negative impacts Own operations Global Data Protection Policy Financial Materiality A cybersecurity breach, such as unauthorised access to sensitive business partner or employee data, ransomware attacks, or phishing schemes, can lead to substantial financial losses. These may include regulatory fines, legal liabilities, remediation costs, potential reputational damage, and loss of candidate’s trust, ultimately resulting in loss of business. 0 Opportunities 1 Risks Across value chain Global Data Protection Policy Diversity, inclusion & belonging Impact Materiality A comprehensive Diversity, Inclusion, and Belonging (DIB) strategy fosters a safe and inclusive work environment through various initiatives, but promoting DIB in regions with limited diversity, like the Middle East, may negatively impact employees and potential candidates. 1 Positive Impacts 1 Negative Impacts Own operations Global DIB Policy Financial Materiality By embedding Diversity, Inclusion, and Belonging (DIB) within the organisation, can attract clients and diverse talent, enhance internal collaboration and engagement, improve business performance, reduce turnover rates, and drive business growth. 1 Opportunities 0 Risks Own operations Global DIB Policy Employee safety & security Impact Materiality By providing good labour conditions, brand trust is built (e.g. be seen as an employer of choice), demonstrating commitment to employee welfare, and thereby attracting talents. 4 Positive Impacts 0 Negative Impacts Across value chain Global Code of Conduct, DIB Policy, Health & Safety policy Financial Materiality Providing a safe workplace, prioritising training in high-risk areas, ensuring financial security through ethics and compliance, and maintaining comprehensive HR practices attract premium-paying clients. 1 Opportunities 0 Risks Own operations Global Talent Attraction, Development & Training policy, Code of Conduct and Health & Safety policy Brunel International N.V. Annual Report 2024 28 report from the board of directors Material Sustainability Topic Type of IRO Consolidated description or aggregated IROs # of aggregated IROs Location in value chain Geography (EMEA, Americas, APAC, Global) Covered under policies Ethical business and compliance Impact Materiality By adhering to rigorous ethical standards through a robust Code of Conduct, implementing best practices in local labour conditions, and ensuring compliance with local tax regulations positively influences employees and candidates. 3 Positive Impacts 0 Negative Impacts Across value chain Global Talent Attraction, Development & Training policy, Health & Safety policy, Tax strategy, Code of Conduct Financial Materiality - 0 Opportunities 0 Risks - - - Exposure to traditional (oil & gas) energy clients Impact Materiality Supporting traditional oil and gas clients plays a critical role in energy security and social stability, but it also increases greenhouse gas emissions and hinders renewable energy transition. Additionally, reducing reliance on this sector could impact job opportunities. 1 Positive Impacts 3 Negative Impacts Own operations and down- stream Global Sustainability policy, Talent Attraction, Development & Training Policy Financial Materiality Focusing on sustainability and renewable energy can improve talent attraction, business relationships, and profitability. Effective communication about helping oil, gas, and mining companies transition to sustainability is crucial. Diversifying into renewables reduces reliance on traditional energy clients and mitigates risks from finite resources and profit volatility. Continuing to focus on oil and gas carries risks due to limited resources and declining margins. Extensive experience in the oil and gas sector offers valuable insights for transitioning to greener industries, ensuring long-term growth and investor interest. 7 Opportunities 2 Risks Own operations and down- stream Global Sustainability policy, Talent Attraction, Development & Training Policy GHG emissions and energy consumption Impact Materiality GHG emissions generated from business travel involving candidates, account directors, sales employee and relocation and rotation of candidates and contractors globally is an integral part of Brunel’s business operations and contributes to a negative environmental impact. 0 Positive Impacts 1 Negative Impacts Across value chain Global Sustainability policy Financial Materiality - 0 Opportunities 0 Risks - - - Labour conditions and human rights in the value chain (of candidates) Impact Materiality Contributing to a compliant and balanced society involves providing favourable labour conditions and respecting human rights. However, there are risks of negative impacts if labour standards are not adequately enforced within the company’s operations and those of its partners. 1 Positive Impacts 1 Negative Impacts Across value chain Global Human Rights Policy, Code of Conduct, Health & Safety Policy Financial Materiality - 0 Opportunities 0 Risks - - - Talent attraction, development & career opportunities Impact Materiality Providing international career opportunities and comprehensive career development programs helps employees acquire new skills, advance their careers, and remain competitive in the job market. 2 Positive Impacts 0 Negative Impacts Across value chain Global Talent Attraction, Development & Training Policy, DIB Policy Financial Materiality Through providing training and development opportunities, employee expertise and specialisation are enhanced. This allows to meet the demand for skilled workers in the renewable energy sector by leveraging transferable skills and upskilling employees from conventional energy backgrounds. This process is facilitated through strategic acquisitions (such as Taylor Hopkinson). 1 Opportunities 0 Risks Across value chain Global Talent Attraction, Development & Training Policy, DIB Policy Brunel International N.V. Annual Report 2024 29 report from the board of directors Note on Employee safety & security We are dedicated to creating and maintaining a safe and healthy work environment for our internal colleagues, specialists, clients, and visitors. Our direct workforce is potentially most exposed to safety related hazards. This exposure takes place at client sites. As a global project and workforce solutions agency, we understand that we consequently may share responsibility for the safety and well-being of our direct workforce with our clients. Risks relating to occupational safety are likely to materialize within client’s sites and likely to fall within their managerial control. In such situations, we are committed to collaborating, reviewing, and coordinating activities with all parties who share a duty of care. Doing so evidences the dedication we have towards managing safety. This in turn evidences the quality of Brunel as a project and workforce solutions agency to both direct workforce and clients. This explains why our DMA process yielded opportunities and no material risks relating to safety. Note on Compliance In addition to the material topics (and related IROs) mentioned above, we acknowledge the importance of compliance with legislation, which is also part of our risk management framework. The individuals responsible for risk management participated in the Double Materiality Assessment, and the topic, along with any related IROs, was used as input for evaluating its materiality in the context of the ESRS. The identified compliance related IROs were covered by other sustainability matters. Hence, no additional or stand-alone IROs related to compliance were deemed material. Brunel International N.V. Annual Report 2024 30 report from the board of directors B. Brunel’s ESG programs Brunel’s ESG programs aim to integrate the ESG strategy as an integral part of Brunel’s global business operations, fostering a commitment to responsible practices across the whole organisation in all the regions. The ESG strategy is supported by five programs, each designed to focus on specific outcomes in Environmental, Social and Governance performance. We have captured the five ESG programs into our Global Sustainability Policy for easy reference and communication. Implementation efforts already commenced in 2024 and will continue in 2025. 1. The first program, Business Portfolio Transition, is focused on increasing our share of work in sectors and clients that enable the global transition to a more sustainable economy. By setting a clear strategic direction to expand our potential involvement in renewable energy projects and growing the Hydrogen Academy to train more hydrogen specialists around the world. 2. The second program, Environmental (CO 2 ) Reduction, focuses on reducing Brunel’s carbon emissions, with the most significant impact coming from transitioning our car fleet in the Netherlands, Belgium, and the DACH region to fully electric vehicles by 2030. And encourage our employees to adopt private electric vehicles. In addition, the program includes sustainable solutions in our buildings, such as installing solar panels, upgrading to LED lighting, and sourcing green electricity. Furthermore, we will raise awareness among employees about the environmental impact of single- use plastics, with a commitment to eliminate their use within Brunel. A decarbonisation /transition plan was developed to guide all the efforts in reducing CO 2 emissions. For more details, see section 3.2.3. on Brunel’s climate 3. The third program, Diversity, Inclusion, and Belonging (DIB) and Health & Safety program is to focus on continuing to build a diverse workforce and cultivate an inclusive culture. The program aims to foster a sense of belonging among all employees, ensuring everyone feels valued and respected, next to maintaining a healthy and safe work environment. To promote DIB, we will implement global blended learning programs, establish regionally based DIB committees, focus on global talent development and succession planning, distribute a global engagement survey, and raise awareness about neurodiversity across all Brunel regions. For details, see our section on our workforce. For Health & Safety, we will implement a Health, Safety, environment and quality (HSEQ) training curriculum, adopt a PDCA (Plan-Do-Check-Act) cycle, and define safety leadership roles. Additionally, we will introduce dashboard reporting, establish targeted compliance measures, and enforce Health & Safety directives and standards. A global safety committee will be formed to oversee these efforts, supported by a comprehensive global policy. For more details, see section 3.2.3.2. on Health & Safety. 4. The aim of the fourth program, Responsible Governance, is to ensure that Brunel acts in a responsible way through our corporate governance and policies. This program includes actively working to meet the requirements of the CSRD, ensuring compliance with the EU Taxonomy, and addressing the Corporate Sustainability Due Diligence Directive (CSDDD) and human rights standards. Additionally, we are reviewing and updating policies and procedures to align with evolving sustainability and compliance requirements. 5. The final program, Reporting, focusses on reporting performance of the ESG programs to our stakeholders. We are actively working to meet reporting requirements and secure assurance from our external auditor on compliance with CSRD and EU Taxonomy legislation. Additionally, we are developing a strong reporting infrastructure, integrating references, tooling, people and processes to ensure effective and reliable ESG reporting. C. ESG governance and management of impacts, risks and opportunities Our operating model and corresponding organisational structure aim to drive local for local entrepreneurship, guided by the Brunel staff functions, policies and business requirements. We firmly believe that entrepreneurial businesses require leaders and managers who are capable to decide and act Opened first international office 1987 brunel milestones Brunel International N.V. Annual Report 2024 31 report from the board of directors themselves for all business-critical areas under the guidance of global Policies and Procedures. Sustainability is one of those business-critical areas. The role of our central support functions and of the Global Leadership Team is to place the right leader in the right position, create open channels of communication and support the local team with making the right decisions and knowledge. To help the local teams make that right decision, the Global Leadership Team defines the culture, policies and support structures that are available to all local teams. The team responsible for developing Brunel’s ESG strategy and supporting the implementation of the ESG policy and program reports directly to the CEO. We include both our financial and non-financial performance results as equal components of our Annual Reporting process. The Board of Directors and the Supervisory Board utilise both qualitative and quantitative indicators to measure progress in strategy execution, including sustainability matters. The Brunel Corporate Finance and Control function will inform the Board of Directors and the Supervisory Board annually on material impacts, risks, opportunities, and the effectiveness of policies, action plans, and targets. The Board of Directors and the Supervisory Board have established methods to oversee the strategy, risk management process, and significant decisions based on the defined material impact, risks, and opportunities. The Corporate Finance and Control function is involved and responsible for controlling the ESG data collection and reporting processes. During 2025 further control and review activities will be initiated. Our two person Board of Directors has overall responsibility for the definition, governance and realisation of ESG related programs, policies and targets, and informs the Supervisory Board on ESG developments during each audit committee meeting. Due to Brunel’s business and operational model, each regional business is required to establish regional targets that align with both global and local policies. The Board of Directors is responsible for ensuring that these targets meet the overarching ambition levels. Regions are mandated to report their progress on a periodic basis. The Global Leadership Team will review this process to determine its effectiveness and suitability. Our four person independent Supervisory Board is involved in review of key decisions relating to the management of Material Impacts, Risks and Opportunities. Management of IROs are an integral part of the Board of Directors, the Global Leadership Team and Supervisory Board responsibilities. No separate policies are developed that define or limit this responsibility beyond what is agreed in the ordinary course of overseeing and leading Brunel’s strategy and business operations. The Board of Directors, Supervisory Board and the executive and global leadership teams are advised on specific ESG matters by external support if that knowledge is not available within the teams. In line with this philosophy, our overarching action plan for 2025 is to perform a gap-assessment on practices in place against both existing and all newly introduced ESG policies as referenced in the chapter 3.2.1.3. and reporting processes. Where critical gaps are identified, we will work with the local Brunel management to develop action plans, metrics and targets that are bespoke to that entity. At that time, we will determine specific resourcing needed beyond what is currently included in the operating budgets of each business. We will prepare a consolidated action plan supported by a specific budget to follow up on the results of our gap assessment. Part of this plan is to further refine the governance and accountability for each topic, determine ambitions, set up policies and action plans, allocate resources, set targets and track effectiveness. In addition, the analysis will assess whether the necessary skills and experience for overseeing ESG policy and program management and execution are available within the focus regions. If required, training and development by expert groups can be arranged to address any gaps. All ESG policies and context to understand both policies and implementation philosophy will be made available through Brunel’s intranet. report from the board of directors Brunel International N.V. Annual Report 2024 32 D. Policies, action plans, metrics and targets for E-S-G specific topics We manage each material topic through specific policies and action plans for Environmental, Social, and Governance information. For 2025, execution and gap assessment budgets are included in our operating budgets, with additional support from Brunel International as needed. These budgets relate mainly to personnel and other expenses. Future budgets will be revised following the gap assessments planned for 2025. Effectiveness of policy and action plan execution is evaluated through management discussions and reported annually. We will determine formalised control procedures based upon the policy gap assessments and related action plans. When quantitative measures are unavailable, we use qualitative information. Regional targets will be set with local management collaboration as disclosed in chapter ESG Governance and management of impacts, risks and opportunities. As per our operating philosophy we refrain from stating consolidated corporate targets as we believe these interfere with local management autonomy and responsibility. Where we believe Brunel-wide targets are needed, for example for Climate Change, we will provide these in the specific chapters. E. Value Chain policies and actions plans No detailed policies and action plans are currently in place for topics related to our value chain other than those related to contractors in our own workforce or leased buildings. While implementing the CSRD we discussed our ambitions and the journey we are on to ensure that we are also ESRS-compliant for the topics located in the upstream and downstream part of our value chain. The integration of these details and topics into the existing policies will be concluded during the phase-in period. F. Data clarification and definitions The sections Environmental information, Social information and Governance information contain short descriptions of the definitions of the indicators disclosed. Section 3.2.5. Definitions and data clarification explains relevant definitions in detail, including the methodologies and assumptions used. 3.2.1.4. Statement on sustainability due diligence Our commitment to conducting responsible business is set out in our global Code of Conduct and within our client acceptance process which takes financial, operational and association risks into consideration. To identify and address any potential or actual negative impacts within our value chain, we acknowledge the importance of integrating an environmental and human rights due diligence process into our business operations. The due diligence process requires a continuous evaluation of the actual and potential impacts our business may have on people or the environment. This includes integrating and acting upon the assessment findings, monitoring progress, and communicating how these impacts are being managed. Currently, we do not have structured human rights and environmental due diligence processes implemented. In 2025, we will explore the development of a due diligence procedure to align with our current business model and practices specific to the markets we are exposed to, and to align with associated requirements of the ESRS, Minimum Safeguards criteria of the EU Taxonomy and upcoming CSDDD legislation. Brunel International N.V. Annual Report 2024 33 3.2.2. Environmental information 3.2.2.1. Introduction to environmental information Given Brunel’s business model and operations, our environmental impact is limited to climate change. 3.2.2.2. Our relationship with the conventional energy sector Over the years, Brunel has established a strong position in the conventional energy sector, especially in natural gas related projects. We consider gas as a transitional energy source preferable to coal or oil. Given the current volatile geopolitical climate, we expect conventional energy, especially gas, to remain in the coming years a critical source of energy and energy security for global society. At the same time, the conventional energy is confronted with developments that have significant impacts on the sector itself and the world around it. This places Brunel in a dilemma as we have a responsibility towards supporting today’s global energy security whilst also supporting the energy transition and curbing greenhouse gas emissions in line with the Paris Agreement. Therefore, Brunel will continue to support the stability and security of both the conventional and renewable energy sector through delivering project and workforce solutions. 3.2.2.3. Overall approach to environment A. Strategy, governance and action plan relating to environment Our strategy, governance and actions plan relating to environment are created based on the results of the DMA, the business resilience analysis and our transition plan, supported by tracking and reporting of our greenhouse gas emissions. B. Our business resilience analysis Complementing the DMA, we have conducted a business resilience analysis during this reporting period aimed at identifying, understanding and managing further transition and physical risks associated with our business activities in the face of climate change. The assessment considered two climate scenarios: Paris- aligned (well below 2ºC) and no mitigation (>4ºC) as given by the IPCC reports. We have taken these scenarios and the drivers to these scenarios as given and have not extended the IPCC scenarios with other considerations. The assumption for the no mitigation scenario is that no or limited policy changes will be implemented to curb the current level of emissions, resulting in an overshoot to over 4ºC in average global temperatures. For the resilience analysis purpose and in deviation from other elements in the sustainability statement, we defined short-term as 0-5 years, medium-term as 5-10 years, and long-term as 10-20 years. We have not taken into consideration dependencies of non-conventional energy clients on conventional energy industry. We will periodically review the scenarios we apply in our analyses and refine these as needed. Identified transition risks Our transition risk analysis considered our own operations, suppliers and clients. Our current climate risk assessment shows that we have a risk of reputational damage and litigation exposure on the services side if Brunel would be associated negatively with the conventional energy sector. Due to its association with climate change, the conventional energy sector is increasingly scrutinised by capital providers, advocacy groups and by younger generations who find oil and gas industry unattractive. By extension, we expect that in the mid to long-term the challenges the conventional energy sector is now facing will extend to the conventional energy’s supply chain. Brunel International N.V. Annual Report 2024 34 report from the board of directors In the short to mid-term, we do not expect negative business impacts from our project and workforce solutions to the conventional energy sector as the result of climate-change related regulation. As this sector will be going through change, we expect demand for specialists in this sector who can effectuate this change. Transitional risks Time horizon Risk / opportunity Business impact Value chain impact Mitigation response Short to medium-term Attracting and retaining talent. Risk: inability to attract talents due to association with conventional energy Opportunity: Attracting talents better than conventional energy sector or due to association with non- conventional energy sector Own operations and downstream Campaigns to create awareness and share our ESG approach and involvement in renewable sector Good working conditions policies and procedures and personal growth possibilities. Brunel remains focused on being an attractive employer, with interesting opportunities in the wider energy industry Expand offerings in low- carbon sectors (Hydrogen Academy renewables) Execution of our ESG strategy Long-term Brand/reputational risk arising from association with conventional energy sector Serving both conventional energy sector and non- conventional energy sector will either serve to improve our brand and reputation, or potentially damage it. Own operations Service diversification Transparent communication of efforts and performance, Execution of our ESG strategy Evaluation of regulatory landscape and meeting compliance requirements Long-term Size of conventional energy revenue relative to other sectors In a scenario where oil & gas would become more restricted, we could risk a reduction in our revenue stream coming from this sector Own operations Service diversification Supporting conventional energy clients with transitioning into renewable sector. Identified climate related physical risks If climate change were to continue or accelerate, Brunel would be exposed to physical risks, resulting in a potential increase in CapEx associated with (forced) relocation of offices due to the adversely changing state of the environment. However, as we do not own the offices, our hybrid way of working, makes our workspace less location-bound and therefore this event poses minimal to no risk to our business continuity. Further, due to our business we have limited exposure to our upstream value stream. Exposure is limited to continuity of IT services for which appropriate measures are in place. We recognise that Brunel has exposure to climate-related physical risks following our services to client or client-client locations. In the past. we have experienced temporary demand flux due to natural disasters near client locations. It is possible that client or client-client locations become unavailable due to natural disasters. We however did not include client or client-client locations in our climate physical risk assessment for the following reasons: • The financial risk to Brunel is diversified as we serve multiple verticals and within each vertical multiple clients and client sites across the globe. Given the diversity in the geographies, industries, duration and types of projects Brunel’s exposure to physical risks impacting our clients and subsequently Brunel is believed to be diversified. The results of a location or Brunel International N.V. Annual Report 2024 35 report from the board of directors vertical being impacted by adverse weather or other climate related impacts is cushioned by other locations and verticals. • The further we move downstream towards our clients and their projects, the lower our level of influence and ability to decrease the level of climate risk. This holds especially true as it requires proactive work with other stakeholders to ensure progress in tackling climate change over the short, medium and long- term. Resilience of our business model Our business model is one of providing specialists for pioneering projects. Especially when climate change impacts become more severe, engineering projects become more important given the changes needed in the physical world. Therefore, we are convinced that our business model can evolve with client requirements changing due to climate change. We do not foresee issues with obtaining capital due to climate change. As we do not own but lease our offices, we foresee no risk with upgrading or altering our fixed assets. Our portfolio and workforce skillset are expected to evolve gradually as new skill sets for the energy transition or other climate related services will be requested by our clients. Our contribution to the energy transition through our staffing solutions in the renewable energy sector is expected to positively contribute to sustainable growth both locally and globally. In response to the identified climate related transition risks and as part of our strategy, we have diversified our service portfolio and reinforced our focus on renewable energy. We continue to serve the conventional energy as we expect that engineers will be needed to help realise the sector to transit to a more sustainable business. By that time, our capability and competence in renewable energy section will have been build up further. C. Brunel’s transition plan Our Transition Plan is designed to substantially reduce our GHG emissions. Targets for our internal emissions are in line with the GHG Protocol of the World Resources Institute (WRI). Our base year is 2023. This baseline value is based on Brunel’s operating activities and include its key direct and indirect emissions. As Brunel has not gone through significant organizational changes, we consider the year 2023 representative in terms of the activities covered. Our scope 3 emissions are significant with a 80 percent contribution to our total GHG emissions. Our scope 3 emission relates mainly to business travel and commuting. Business travel, especially air travel of specialists to engineering projects, is foundational to servicing our clients. If we could not get our specialists on site for a prolonged period of time, our clients would not be served properly. Consequently, we are dependent on airline operators to accelerate sustainable air travel. Furthermore, we depend on an increased availability of public transport and other means of low-emission transportation for other forms of business travel and commuting, as well as electric vehicles. Hence, we have limited influence over the degree and speed of decarbonisation in scope 3. Therefore we have not set a Paris-aligned target for scope 3 emissions. The information disclosed in this chapter reflects our best estimate of scope 3 emissions. We will track our progress annually through reporting and comparing progress against defined targets. The Transition Plan is approved by the Board of Directors and the Supervisory Board. We conduct regular reviews of our Climate Action Plan to ensure its effectiveness and current alignment with scientific and regulatory standards. Own Operations decarbonisation Our lease car fleet Our focus is on the continued electrification of our company car fleet. We aim to achieve 95% zero- emission vehicles in the global lease and rental fleet by 2030, scaling to 100% by 2050. On a like for like basis this implies an increase of 264 zero emission vehicles to 1.194 vehicles between 2024 and 2030 and 1.267 zero emission vehicles in 2050. Emissions from buildings and other indirect emissions Energy consumption comes from the combustion of natural gas, renewable electricity and heat consumption in our leased office buildings. As we lease rather than own buildings per our policy, our immediate control over either the installations or energy contract associated with the building is limited. Consequently, our ability to change energy sources in the short-term frequently is limited. We set the following decarbonisation targets relating to this category of emissions: Brunel International N.V. Annual Report 2024 36 report from the board of directors • Transition 75% of all office space to fossil-free operations by 2030. We currently have 76 buildings of which 25 are zero emission buildings. • Ensure 55% of electricity consumption is sourced from renewable energy by 2030. Currently, 8% of source energy is from renewable sources. • Convert 90% of lighting to energy-efficient LEDs by 2030. We will determine the baseline during 2025. We see the following engagement strategies: • Work closely with property owners to encourage the transition to electric heating systems and the phasing out of fossil fuel-based systems. • Negotiate lease terms that provide incentives for landlords to invest in energy-efficient retrofits, such as heat pump installations, electric heating solutions, and electric vehicle charging points. • Collaborate with landlords to advocate for renewable energy contracts and encourage the adoption of green electricity suppliers for rented properties and vehicle charging infrastructure. • Incorporate clauses in lease agreements that prioritise renewable energy procurement or require a clear plan for transitioning to green energy sources, such as solar panels. • Collaborate with landlords to phase out outdated lighting technologies and replacing them with LED solutions across all facilities. • Partnering with property managers to upgrade lighting systems that are out of our reach. • When renewing or signing new leases, prioritise properties that meet zero-emission criteria or have a clear plan for transitioning away from fossil fuels. Value chain decarbonisation Due to the nature of our operations, we have limited upstream value chain emissions. We have assessed these to be primarily related to commuting of our workforce, procurement of office supplies and IT infrastructure. Down stream in our value chain emissions are generated by workforce commuting and business travel. By the nature of our business, business travels involve air travel. We have therefore identified several potential levers to reduce emissions from our value chain: Energy consumption and emissions relating to commuting: • Offering financial incentives, such as better rates for zero emission (vehicle) km reimbursement. • Expanding EV charging infrastructure across office locations. • Encouraging employees to adopt low-carbon commuting methods, such as public transport • Achieve 50% zero-emission commuting by 2030. We will determine a baseline during 2025. Energy consumption relating to business travel • Prefer airlines that prioritise electric (short) or sustainable aviation fuel (SAF) (long) for flights. • Establishing travel policies to reduce the frequency of flights • Offsetting emissions from flights, for instance, through EU Emission Allowances (EUAs). • When possible, increase zero-emission flight kilometers to 2.5% of total business air travel by 2030, with interim goals emphasizing short-haul ZE flights. The current baseline is 0. Launched Brunel Energy 1995 brunel milestones Brunel International N.V. Annual Report 2024 37 report from the board of directors Decarbonisation lever Emission reduction activities Electric Car electrification By making fully electric vehicles the only choice for lease cars, we will phase out fossil fuel vehicles and replace 95% of our lease car fleet with electric vehicles by 2030.Guarantees of origin will be bought for electricity used by battery electric vehicles Green Commuting This lever encompasses initiatives such as incentivizing public transport and electrification of private cars when used for commuting Renewable power 55% of our electricity will be sourced renewably, either directly or through certified renewable energy certificates for electricity usage at office locations. Furthermore, we will engage with landlords on their efforts to advance energy efficiency including adoption of measures such as LED lighting, energy scans and heat and cold storage systems to lower energy consumption Buildings without fuels This includes restoration whereby we can adjust existing infrastructure or transition to buildings that do not consume fossil fuels Electric Flights This includes short haul flights for both Brunel staff as well as contractors that are employed at our clients We expect the above decarbonisation levers to jointly deliver the following emission reductions. Reductions planned in operations Emissions in tonnes of CO₂-eq 39,840 -3,714 -3,782 -430 -2,301 29,021 -591 Scope 3 Scope 2 Scope 1 27% reduction Brunel International N.V. Annual Report 2024 38 report from the board of directors Scope 1 Direct GHG Emissions 2023 2024 2030 1.1. Stationary Combustion 541 637 135 1.2. Mobile Combustion 3.981 2.443 199 1.3. Process Emissions x x x 1.4. Fugitive Emissions x x x Subtotal 4.523 3.080 334 Scope 2 Indirect GHG Emissions 2.1. Purchased Electricity 4.184 4.263 1.883 2.2. Purchased Steam x x x 2.3. Purchased Heating 33 33 8 2.4. Purchased Cooling x x x Subtotal 4.216 4.296 1.891 Scope 3 other GHG emissions 3.1. Purchased goods and services x x x 3.2. Capital goods 18 71 18 3.3 Fuel and energy-related Activities x x x 3.4. Upstream transportation and distribution x x x 3.5. Waste generated in operations x x x 3.6. Business travel 23.655 22.847 23.063 3.7. Employee commuting 7.428 7.428 3.714 3.8 Upstream leased assets x x x 3.9. Downstream transportation x x x 3.10. Processing of sold products x x x 3.11. Use of sold products x x x 3.12. End-of-life treatment of sold products x x x 3.13. Downstream leased asset x x x 3.14. Franchises x x x 3.15. investments x x x Subtotal 31.101 30.347 26.795 Total 39.840 37.722 29.021 In 2025 we will explore how we can best select and operationalise the collective decarbonisation levers. Following this analysis, we will determine financial budgets and action plans. We will formalise our approach in 2025 through a formal global environmental policy which we will share for implementation in 2025. As part of our annual review of the transition plan we will evaluate the consistency of our reduction targets with the changes, if any, to our carbon emission inventory. Brunel International N.V. Annual Report 2024 39 report from the board of directors 3.2.2.4. 2024 Results A. E1-5: Energy consumption and mix Energy consumption and mix 2024 (1) Fuel consumption from coal and coal products (MWh) - (2) Fuel consumption from crude oil and petroleum products (MWh) 9.379 (3) Fuel consumption from natural gas (MWh) 3.164 (4) Fuel consumption from other fossil sources (MWh) (5) Consumption of purchased or acquired electricity, heat, steam, and cooling from fossil sources (MWh) 5,837 (6) Total fossil energy consumption (MWh) 18.380 (7) Consumption from nuclear sources (MWh) (8) Fuel consumption for renewable sources, including biomas (also comprising industrial and municipal waste of biologic orgin, biogas, renewable hydrogen, etc) - (9) Consumption of purchased or acquired electricity, heat, steam, and cooling from renewable sources (MWh) 1.500 (10) The consumption of self-generated non-fuel renewable energy (MWh) (11) Total renewable energy consumption (MWh) (calculated as the sum of lines 8 to 10) 1.500 Share of consumption from nuclear sources in total energy consumption (%) 0% Share of fossil sources in total energy consumption (%) 92% Share of renewable sources in total energy consumption (%) 8% Total energy consumption (MWh) (calculated at sum of lines 6, and 11) 19.880 report from the board of directors B. E1-6: Gross Scopes 1,2,3 and total GHG emissions Retrospective Milestones and Target Years Base year 2024 2025 2030 Annual % target / Base year Scope 1 GHG Emissions Gross location - based Scope 1 GHG emissions (tCO2eq) 4.523 3.079 3.924 334 13.2% Gross market-based Scope 1 GHG emissions (tCO2eq) 4.523 3.079 3.924 334 13.2% Percentage of Scope 1 GHG emissions from regulated emission trading schemes % 0.0% 0.0% 0.0% 0.0% - Scope 2 GHG Emissions Gross location - based Scope 2 GHG emissions (tCO2eq) 3.738 2.830 3.443 1.676 7.9% Gross market-based Scope 2 GHG emissions (tCO2eq) 4.296 4.296 3.884 1.891 8.0% Significant scope 3 GHG emissions Total Gross location - based indirect (Scope 3) GHG emissions (tCO2eq) 31.803 30.275 30.468 26.777 2.0% 3.2 Capital good - - - - - 3.6 Business traveling 23.655 22.847 23.570 23.063 0.4% 3.7 Employee commuting 7.428 7.428 6.898 3.714 7.1% Total Gross market - based indirect (Scope 3) GHG emissions (tCO2eq) 31.101 30.347 30.486 26.795 2.0% 3.2 Capital good 18 71 18 18 0.0% 3.6 Business traveling 23.655 22.847 23.570 23.063 0.4% 3.7 Employee commuting 7.428 7.428 6.898 3.714 7.1% Total GHG emissions Total GHG emissions (location-based) (tCO2eq) 39.343 36.185 37.835 28.787 3.8% Total GHG emissions (market-based) (tCO2eq) 39.920 37.722 38.294 29.021 3.9% GHG intensity per net revenue 2024 Total GHG emissions (location-based) per net revenue (tCO2eq/Monetary unit) 26.51 Total GHG emissions (market-based) per net revenue (tCO2eq/Monetary unit) 27.64 The difference in location based and market based electricity emissions is due to the conversion factors used for market based. In the market based conversion factors, all renewable energy content is eliminated resulting into a more accurate but higher conversion factor. Highlights 2024 Brunel & University of Amsterdam: Advancing Workforce Insights Collaborative research project with the People Analytics Centre on employee retention in multi-party partnerships , led by Brunel Market & Business Intelligence function Combines Brunel’s rich dataset with academic expertise to address retention challenges Value for clients: • Provides unique, actionable insights to improve workforce stability and satisfaction • Bridges theory and practice to tackle complex workforce dynamics Brunel International N.V. Annual Report 2024 41 report from the board of directors C. E1-7: GHG removals and GHG mitigation projects financed through carbon credits In 2021, Brunel engaged in buying Carbon Credits for the years 2022, 2023, 2024, and 2025. These are carbon credits outside Brunel’s value chain. For this full period, Brunel contract 71,909 Certificates from various projects as listed below. Volume of Certificates % share Certificate Standard Type Certificate Type Project Title Location 33.455 47% VCS Reduction Hydropower Musi Hydro Power Plant Indonesia 33.454 47% VCS-SC Reduction Forest conservation Agrocortex Project Brazil 5.000 6% VCS Reduction Cookstoves Wood burning Cookstoves in Sub-Sahara Sub-Sahara 71.909 100% The share (percentage of volume) issued from projects in the EU is zero. These carbon credits are retired as per the schedule below: Year Amount 2022 19,148 tCO2 2023 18,296 tCO2 2024 17,548 tCO2 2025 16,917 tCO2 Carbon Credits are excluded from the definition and execution of our Transition Plan and our climate change mitigation policy. We aim to contribute to the Paris Agreement through investing into the execution of our Transition Plan. We do not currently plan re-acquire additional carbon credits. 3.2.2.5. EU Taxonomy A. Introduction The EU Taxonomy establishes an EU-wide classification framework intended to provide businesses and investors with a common language to identify and report on to what degree economic activities can be considered environmentally sustainable through the creation of activity specific sustainability criteria. For the 2024 reporting period, all companies falling under the scope of the EU Non-Financial Reporting Directive (Directive 2014/95/EU), which has been implemented into Dutch law through the Decree disclosure on nonfinancial information (‘Besluit bekendmaking niet-financiële informatie’), or the Corporate Sustainability Reporting Directive (Directive 2022/2464/EU), as applicable for Brunel, are obligated to report in accordance with the EU Taxonomy Regulation (EU 2020/852). Companies in scope are required to report their portion of eligible and aligned activities in terms of their turnover, capital expenditures (CapEx) and operating expenses (OpEx) against all 6 environmental objectives: • climate change mitigation • climate change adaptation • the sustainable use and protection of water and marine resources • the transition to a circular economy • pollution prevention and control • the protection and restoration of biodiversity and ecosystems Brunel International N.V. Annual Report 2024 42 report from the board of directors B. Eligibility and alignment analysis Following our 2023 EU Taxonomy assessment, a revised eligibility analysis was conducted on our revenue generating activities, which falls under Human Resourcing services, referenced under NACE Code N78 (Employment activities) for reporting period 2024 against all six environmental objectives. Furthermore, the EU Taxonomy Navigator, made available by the European Commission, was screened and reviewed to determine potential eligibility. It has therefore been determined that Brunel currently does not engage in any turnover generating activities that fall within the scope of the EU Taxonomy. We understand that the EU Taxonomy and the Climate Delegated Act as well as the Environmental Delegated Act including its Annexes requires non-financial undertakings with non-Taxonomy eligible economic activities to report on the part of the CapEx and OpEx related to the purchase of output from Taxonomy- aligned economic activities and individual measures enabling target activities to become low-carbon or to lead to greenhouse gas reductions. In this regard we reviewed so-called cross-cutting activities that are not directly related to our primary business activities and are not revenue-generating but still are of relevance and in scope of CapEx and OpEx calculation methodology as per the EU taxonomy regulations. Through the assessment, the following activities were assessed to be eligible: Activity EU Taxonomy Activity Associated EU taxonomy objective Lease Cars 6.5 - Transport by motorbikes, passenger cars and light commercial vehicles under climate change mitigation Climate change mitigation Employee bicycle schemes 6.4. Operation of personal mobility devices, cycle logistics under climate change mitigation Climate change mitigation Renovation of building 7.2. - Renovation of existing building Climate change mitigation C. Alignment analysis Although the activities mentioned above have been identified as eligible, further analysis was performed using the technical screening criteria to assess their alignment with the EU Taxonomy. It was determined that we do not have the necessary or sufficient data to evaluate alignment with the respective technical screening criteria for our eligible activities. D. Quantitative disclosures Subsequent to the above eligibility analysis, the proportion of our current turnover that can be considered as eligible and/or aligned is 0%. Through assessment of potential CapEx and OpEx associated costs under the EU Taxonomy, we concluded that we have 10% eligible CapEx, 8.9% eligible OpEx and 0% aligned CapEx and OpEx costs. (2023: CAPEX 18%, OpEx 0.02%, Turnover 0%). For presenting our Taxonomy KPIs for Turnover, CapEx and OpEx we use the templates provided in Annex II to the Disclosures Delegated Act. E. Qualitative disclosures Turnover The applied denominator, defined as per Article 2, point (5), of Directive 2013/34/EU, is defined as total revenue as disclosed in the consolidated financial statements. The numerator (proportion of eligible and aligned turnover ) is determined as the part of the net turnover derived from products or services, including intangibles, associated with Taxonomy-eligible economic activities. Brunel International N.V. Annual Report 2024 43 report from the board of directors CapEx The applied denominator is equal to all additions to tangible and intangible assets considered before depreciation, amortisation and any re-measurements, including those resulting from revaluations and impairments, for the relevant financial year and excluding fair value changes. The denominator also covered additions to tangible and intangible assets resulting from business combinations. The numerator is determined by including the portion of CapEx associated with eligible or aligned activities. Therefore the numerator was calculated using the costs associated with activity 7.2 Renovation of existing buildings. OpEx The applied denominator is equal to all direct non- capitalised costs that relate to research and development, building renovation measures, short- term lease, maintenance and repair, and any other direct expenditures relating to the day-to-day servicing of assets of property, plant and equipment by the undertaking or third party to whom activities are outsourced that are necessary to ensure the continued and effective functioning of such assets. The numerator is determined by including the portion of OpEx associated with eligible or aligned activities. Therefore the numerator was calculated using the costs associated with activities, 6.4 - Operation of personal mobility devices, cycle logistics under climate change mitigation and, 6.5 - Transport by motorbikes, passenger cars and light commercial vehicles under climate change mitigation. F. Assessment of compliance with regulation (EU)2020/852 Brunel has adhered to the highest standards of integrity and has accurately followed the defined scope and definitions as outlined by the most recent available information provided by the European Commission or associated working groups such as the Platform of Sustainable Finance (Technical Expert Group (TEG)). We have not included any eligible activities or associated information that was deemed out of the scope of these definitions. In instances where the inclusion of information was uncertain, a decision was taken to exclude this information to allow for further analysis. In this regard, we commit to correcting or omitting any inaccuracies in the subsequent reporting year based on new insights or clarifications provided by the European Commission. The EU Taxonomy is a dynamic piece of legislation, expected to undergo further updates in the coming years. These updates may include additional economic activities, technical screening criteria, and/or environmental or social objectives. We will continue to review all new communications or publications issued by the European Commission or associated working groups related to the EU Taxonomy at such times, to determine any potential reporting implications and to ensure accuracy and transparency going forward. Listed on the Stock Exchange 1997 brunel milestones Brunel International N.V. Annual Report 2024 44 KPIs on non-financial undertaking taxonomy reporting Turnover Substantial Contribution Criteria DNSH criteria (‘Does Not Significantly Harm’) Millions, EUR % Y/N/ N-EL Y/N/ N-EL Y/N/ N-EL Y/N/ N-EL Y/N/ N-EL Y/N/ N-EL Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T A. TAXONOMY-ELIGIBLE ACTIVITIES A.1. Environmentally sustainable activities (Taxonomy-aligned) Turnover of environmentally sustainable activities (Taxonomy- aligned) (A.1) 0,00 0% - - - - - - - - - - - - - 0% Of which enabling 0,00 0% - - - - - - - - - - - - - 0% E Of which transitional 0,00 0% - - - - - - - - - - - - - 0% T A.2 Taxonomy-Eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) Turnover of Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2) 0,00 0% - - - - - - - - - - - - - 0% Total (A.1+A.2) 0,00 0% - - - - - - - - - - - - - 0% B. TAXONOMY-NON-ELIGIBLE ACTIVITIES Turnover of Taxonomy-non-eligible activities (in Million EUR) 1,365 100% Total (A+B) (in Million EUR) 1,365 100% Brunel International N.V. Annual Report 2024 45 report from the board of directors Substantial Contribution Criteria DNSH criteria (‘Does Not Significantly Harm’) Thousands , EUR % Y/N/ N-EL Y/N/ N-EL Y/N/ N-EL Y/N/ N-EL Y/N/ N-EL Y/N/ N-EL Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T A. TAXONOMY-ELIGIBLE ACTIVITIES A.1. CapEx of environmentally sustainable activities (Taxonomy-aligned) CapEx of environmentally sustainable activities (Taxonomy- aligned) (A.1) 0,00 0% - - - - - - - - - - - - - 0% - - Of which enabling 0,00 0% - - - - - - - - - - - - - 0% E Of which transitional 0,00 0% - - - - - - - - - - - - - 0% T A.2 Taxonomy-Eligible but not environmentally sustainable activities (not Taxonomy-aligned) 7.2 Renovation of existing building CCM 7.2 965 10% N N-EL N-EL N-EL N-EL N-EL - - - - - - - 18% CapEx of Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2) 965 10% 18% Total (A.1+A.2) 965 10% 18% B. TAXONOMY-NON-ELIGIBLE ACTIVITIES CapEx of Taxonomy-non-eligible activities (in Thousand EUR) 8,727 90% Total (A+B) (in Thousand EUR) 9,693 100% “In an ever-evolving digital landscape, Brunel’s commitment to leveraging leading-edge technologies – including advanced AI and cloud solutions – allows us to drive efficiency, enhance client service quality and prepare for tomorrow’s workforce demands. Our digital and innovation strategy is transforming how we connect talent with pioneering projects, enabling faster, more robust solutions across our core industries.” Mark Ratjen Global Innovation Lead Digital & Innovation Capex Brunel International N.V. Annual Report 2024 46 report from the board of directors Substantial Contribution Criteria DNSH criteria (‘Does Not Significantly Harm’) “Thousands, EUR” % Y/N/ N-EL Y/N/ N-EL Y/N/ N-EL Y/N/ N-EL Y/N/ N-EL Y/N/ N-EL Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T A. TAXONOMY-ELIGIBLE ACTIVITIES 8,9% A.1. Environmentally sustainable activities (Taxonomy-aligned) - - - - - - - - - - - - - - - - - - OpEx of environmentally sustainable activities (Taxonomy- aligned) (A.1) 0,00 0% - - - - - - - - - - - - - 0% 0% 0% Of which enabling 0,00 0% - - - - - - - - - - - - - 0% E Of which transitional 0,00 0% - - - - - - - - - - - - - 0% T A.2 Taxonomy-Eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) 6.4. Operation of personal mobility devices, cycle logistic CCM 6.4 119 0.3% N N-EL N-EL N-EL N-EL N-EL - - - - - - - 0% 6.5. Transport by motorbikes, passenger cars and light commercial vehicles CCM 6.5 3,124 8.6% N N-EL N-EL N-EL N-EL N-EL - - - - - - - 0% OpEx of Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2) 3,242 8.9% 0% Total (A.1+A.2) 3,242 8.9% 0% B. TAXONOMY-NON-ELIGIBLE ACTIVITIES OpEx of Taxonomy-non-eligible activities (in Thousand EUR) 33,160 91.1% Total (A+B) (in Thousand EUR) 36,403 100% Eligibility and alignment per environmental objective OPEX Y Yes, Taxonomy-eligible and Taxonomy-aligned activity with the relevant environmental objective N No, Taxonomy-eligible but not Taxonomy-aligned activity with the relevant environmental objective N/EL Not eligible, Taxonomy-non-eligible activity for the relevant environmental objective Brunel International N.V. Annual Report 2024 47 report from the board of directors Proportion of turnover/ total turnover Proportion of Capex/ total Capex Proportion of Opex/ total Opex Environmental Objective Taxonomy- Aligned Turnover (%) Taxonomy- Eligible Turnover (%) Taxonomy- Aligned Capex (%) Taxonomy- Eligible Capex (%) Taxonomy-Aligned Opex (%) Taxonomy-Eligible Opex (%) Climate change mitigation 0% 0% 0% 10% 0% 8,9% Climate change adaptation 0% 0% 0% 0% 0% 0% Protection and restoration of water and marine sources 0% 0% 0% 0% 0% 0% Transition to circular economy 0% 0% 0% 0% 0% 0% Pollution prevention and control 0% 0% 0% 0% 0% 0% Protection and restoration of biodiversity 0% 0% 0% 0% 0% 0% Nuclear energy related activities 1. The undertaking carries out, funds or has exposures to research, development, demonstration and deployment of innovative electricity generation facilities that produce energy from nuclear processes with minimal waste from the fuel cycle. NO 2. The undertaking carries out, funds or has exposures to construction and safe operation of new nuclear installations to produce electricity or process heat, including for the purposes of district heating or industrial processes such as hydrogen production, as well as their safety upgrades, using best available technologies. NO 3. The undertaking carries out, funds or has exposures to safe operation of existing nuclear installations that produce electricity or process heat, including for the purposes of district heating or industrial processes such as hydrogen production from nuclear energy, as well as their safety upgrades. NO Fossil gas related activities 4. The undertaking carries out, funds or has exposures to construction or operation of electricity generation facilities that produce electricity using fossil gaseous fuels. NO 5. The undertaking carries out, funds or has exposures to construction, refurbishment, and operation of combined heat/cool and power generation facilities using fossil gaseous fuels. NO 6. The undertaking carries out, funds or has exposures to construction, refurbishment and operation of heat generation facilities that produce heat/cool using fossil gaseous fuels. NO Activities related to nuclear energy and fossil gas Eligibility and alignment per environmental objective Brunel International N.V. Annual Report 2024 48 3.2.3. Social information 3.2.3.1. Introduction to social information A. Passion for people At Brunel, we are guided by our core values of passion for people, integrity, results-driven and entrepreneurship. We are proud of our corporate culture at Brunel. We are explorers, developers and entrepreneurs in the spirit of our namesake Isambard Kingdom Brunel. We are people from many nations, working around the globe united by our pursuit of quality and mutual appreciation, as well as our value. Attracting and developing employees with the necessary skills is a priority for Brunel. To achieve business goals and create long-term shareholder value, it is essential to attract and retain talented individuals through continuous learning and support employee well-being initiatives. The company aims to integrate diversity and inclusion into its culture, processes, and employee experience. We operate with a long- term vision focused on fostering environmental responsibility and social equity demonstrating a strong commitment to sustainability. We strive to consider the perspectives of relevant stakeholders we interview and the broader societal impact of our actions. To us, sustainability means ensuring long-term value and profitability, fostering the career development of our professionals and specialists, fostering strong relationships with customers and suppliers, staying current with new technologies, meeting stakeholder expectations, and investing in the communities in which we operate. Our passion for people drives us to connect specialists with clients on a global scale. Social sustainability is crucial to our responsibility towards people, clients, and society. We are dedicated to a work environment that supports wellbeing, development, inclusion, diversity, and equal opportunities. Our success relies on the contributions of all our workforce. We ensure the right conditions for our people, prioritising ethical practices, and have no significant risk of forced labour or child labour in our operations. B. Our workforce and material impacts Brunel’s workforce includes both Brunel’s own employees and the specialists we place with clients. Specialists are part of Brunel’s workforce for their unique expertise, which serves the best interests of Brunel’s clients. Brunel’s workforce additionally encompasses direct hires and external contractors. By including both internal employees and external specialists, Brunel ensures that all workforce types potentially impacted by our operations, value chain, and client engagements are considered in our assessments and disclosures. Capturing data for external specialists has proven challenging. The coverage of our reporting is disclosed in the section: Data clarification and definitions. Both Brunel’s employees and specialists are subject to material impacts from our operations. Internal workforce members are primarily impacted by corporate operations, business growth, and restructuring activities. Specialists, on the other hand, may experience unique impacts tied to their placement environments with clients, particularly as these environments evolve in response to market conditions or sector-specific demands. Market volatility, such as fluctuating availability of projects in sectors like offshore wind, can affect job stability for specialists, while safety risks certain high-risk industries are particular concerns for those placed in certain client environments. Brunel recognises material risks such as talent scarcity in technical sectors, which could impact our ability to meet client demands. However, we also see opportunities to address these challenges by reskilling specialists to match evolving sector requirements, thereby enhancing client service and addressing workforce needs. This proactive approach to both risk management and fostering upskilling aligns with Brunel’s commitment to long-term workforce sustainability and adaptability. In support of our environmental commitments and as disclosed in the Environmental chapter, Brunel has Secured Major client in Conventional Energy 2003 brunel milestones Brunel International N.V. Annual Report 2024 49 report from the board of directors implemented plans to reduce carbon emissions, including transitioning to greener operations. This transition may impact both Brunel employees and specialists, necessitating potential reskilling or role adaptation to align with sustainable practices. 3.2.3.2. Overall approach for our workforce A. Strategy, governance and action relating to social Brunel’s workforce policies aim to manage risks, opportunities, and impacts across all workforce groups, focusing on specific regions or roles when necessary. If an adverse impact occurs, Brunel will determine the best way to remedy it and may set a target to track the remediation’s effectiveness. Ensuring practices do not cause material negative impacts on workforce: Brunel is committed to maintaining ethical standards across its operational practices, ensuring that they do not cause or contribute to material negative impacts on the workforce. Key measures include but are not limited to the following separated into distinct categories based on interaction and involved personnel. • Human rights and labour standards: Brunel’s Code of Conduct, along with policies on DIB, Human Rights and Health & Safety, embeds international labour standards to ensure fair treatment and prevent any indirect negative impact on employees from business practices. • Data privacy: With its GDPR-compliant data management system, Brunel respects employee privacy and minimises data-related risks. The ISO 27001 certification highlights the organisation’s commitment to secure data handling, reducing the likelihood of privacy infringements that could affect workforce trust and well-being. • Sales and recruitment practices: Brunel’s approach to recruitment emphasises ethical “We have consistently distinguished ourselves by showcasing our diverse capabilities – including technical expertise, strategic workforce management and global mobility – in the transformative FPSO (Atlanta) project in the UAE and Brazil. Valued at $500 million, the project involves complex technical scopes and innovative upgrades to enable the production of up to 50,000 barrels of oil per day. In 2024, we provided full-scope services and deployed 232 specialists for a critical 24-month FPSO vessel upgrade project in Dubai, UAE. Our approach transcended traditional recruitment standards, encompassing comprehensive support services from intricate sourcing and payrolling mechanisms to complex family visa assistance, travel and accommodation logistics. This project reinforces our reputation as an agile, trusted partner in global talent management, delivering comprehensive Workforce Solutions that drive transformative energy projects forwards..” Kumar Kempa Business Manager Middle East & India Brunel International N.V. Annual Report 2024 50 report from the board of directors standards, supporting transparency in employment conditions and fair compensation. These practices ensure that sales and recruitment efforts align with Brunel’s values and minimise risks related to unfair labour practices. By embedding these standards and monitoring practices, Brunel mitigates potential tensions between business pressures and workforce welfare, promoting a safe, fair, and inclusive working environment. As part of our commitment to support local entrepreneurship with central support, we will conduct a gap assessment in 2025 to evaluate the practices locally in place and support our local management teams with developing and realising gap-closing plans. B. Health & safety Health and safety has always been an important priority for Brunel. Building on past experiences, we continue to enhance our Well-being, Health & Safety Strategy to support the well-being of our entire workforce. Recognising that certain groups—such as those in high-risk sectors on-site client placements, or specific geographic regions—may face heightened risks, we have tailored our standards to address these needs. Our Global Health & Safety policy gives a framework within each region can tailor their response to regional specific Health & Safety considerations and risks. Our Global Health & Safety policy reconfirms line management responsibility, the central roles of risk awareness and safety leadership, as well as the need for a systematic approach to both safety management and continuous improvement. Brunel identified material impacts and opportunities specific to certain workforce groups including the following specific groups established based on their interactions. For employees located in regions such as Australasia and DACH, we have implemented well-being programs focused on mental health support. Employees in high-risk regions, such as Africa and Asia, face unique safety concerns due to conflict zones and security issues. Brunel implements tailored safety protocols in these areas to mitigate risks. These regional programs reflect our commitment to addressing specific stressors based on work environment and location, ensuring a holistic approach to workforce health and safety. Brunel has additionally implemented a comprehensive Health and Safety (HS) Policy that emphasises workplace safety and accident prevention. This policy is foundational to Brunel’s operations across all regions and includes HSE standards that are tailored to specific country, sector, and job requirements. As part of its ongoing commitment to safety, Brunel provides HSE training for employees and specialists, as well as ergonomic support for remote workers. These measures underscore Brunel’s commitment to preventing workplace accidents and ensuring the well-being of all workforce members. C. Employee well-being support At Brunel, we recognise the importance of supporting our employees both inside and outside of the workplace. To demonstrate this commitment, we are implementing a number of programmes aimed at improving their overall well-being. One example of this is the Global Employee Assistance Programme (EAP) that has been introduced in Brunel Australasia for all direct and indirect employees. The EAP is available 24/7 and offers qualified assistance to improve relationships, communication, mental health, work-life balance, and more. The programme also covers a range of other issues such as addiction, grief, retirement, and elder care. Brunel fully subsidises the EAP, ensuring that employees have access to these services at no cost. For those who require more specialized or long-term support, the EAP will assist in selecting an appropriate specialist or service. Brunel International N.V. Annual Report 2024 51 report from the board of directors D. Work-life balance Brunel has adapted to the hybrid working trend by offering home office facilities and a flexible work schedule in line with national legislation and working culture. This flexible approach to work allows our employees to create a work-life balance that suits their individual needs and supports their productivity and overall well-being. It applies to jobs in which a hybrid working arrangement is possible without disruption to the delivery of our services. As part of our operating model, local management teams determine if and how hybrid work is put into practice. E. Human rights and forced labour Brunel is committed to upholding human rights and labour standards across its global workforce, aligning with international frameworks such as the UN Guiding Principles on Business and Human Rights, the ILO Declaration on Fundamental Principles and Rights at Work, and the OECD Guidelines for Multinational Enterprises. These commitments are embedded in the company’s Code of Conduct, DIB Policy, and Health, and Safety Policy, which collectively establish clear expectations for ethical conduct, fair treatment, and safe working conditions. Brunel’s policies explicitly prohibit forced labour, child labour, and modern slavery across all regions and all operations. These commitments are outlined within Brunel’s Code of Conduct policies are supported by ongoing monitoring and continuous improvements aimed at preventing labour violations. Brunel’s adherence to ILO conventions strengthens its prohibition of forced labour, child labour, and other unethical labour practices, underscoring a strict stance on human rights across its workforce and value chain. To address region-specific risks and opportunities, Brunel applies enhanced compliance monitoring in high-risk areas, ensuring that ethical standards align with local legal and cultural requirements. This approach allows the company to adapt to the unique needs of different workforce segments while promoting a safe and supportive environment for all employees. Local standards, such as collective bargaining agreements in Germany and enterprise agreements under Australia’s Fair Work Act, ensure fair wages, improved working conditions, and strong labour protections, further reinforcing Brunel’s commitment to respecting human rights. Brunel’s multi-level approach to workforce rights includes specific agreements in regions like Germany and Australia that support workers’ rights to collective representation. These agreements facilitate an ongoing dialogue on labour rights, helping the company maintain insight into workforce perspectives and ensure that its ethical standards can remain consistent across diverse regions. Enhanced compliance monitoring is applied in regions with higher risks, ensuring that ethical standards are upheld according to local legal and cultural requirements. These targeted approaches help Brunel address specific risks and opportunities unique to particular workforce segments, ensuring a safe and supportive environment across roles, regions, and demographics. By embedding these human rights and labour standards into its global operations, Brunel ensures that its workforce is treated with dignity and respect, and that ethical labour practices are upheld across its value chain. Brunel offers competitive salaries globally, including in India, Africa, and Asia, in line with living wage standards, ensuring a high standard of living for our workforce. We provide comprehensive benefits across all locations, such as medical insurance, paid sick leave, annual leave and end-of-service benefits, as required by local laws. For expatriates in high – risk regions like the Middle East, additional benefits, including return tickets to home countries, are offered to ensure safety and well – being. Assignment specific benefits, such as life and accidental death insurance, further promote security and dignity in all roles. Additionally, Brunel’s due diligence process include regular audits and risk assessments of our operations and those of our partners to identify and mitigate risks of forced or compulsory labour, ensuring a safe and ethical working environment for all workforce members. Established Brunel Foundation 2012 brunel milestones Brunel International N.V. Annual Report 2024 52 report from the board of directors Topics Brunel’s policies Freedom of association and right to collective bargaining Brunel respects workers’ rights to join unions and complies with legal requirements in each country. Brunel’s operations vary in size, culture and industry. We have experienced different types of labour or industry union relationships. This means in some countries or industries unions are more active than others. Therefore, we do not have a group policy but rather a general positive attitude towards trade union relationships. To enhance working relationships and reduce conflicts, we honour employees’ collective bargaining rights and promote regular communication. For instance, in Germany, we have a trade union agreement in line with the Equal Pay Act. In Australia, our local entity has established enterprise agreements under the Fair Work Act, covering aspects like salaries, employment conditions, consultation procedures, dispute resolution, and authorised wage deductions. Agreement implementation is part of project- specific HR management plans. Forced labour / modern slavery (including bonded labour) We strictly adhere to labour standards and prohibit forced labour, child labour, modern slavery, or any labour that violates ILO conventions. Our code of conduct emphasises this commitment, and we are continuously improving our efforts to prevent forced labour. The elimination of discrimination in respect of employment and occupation At Brunel, we have a strict zero-tolerance policy for improper conduct such as discrimination, harassment, and workplace bullying. We actively monitor compliance with non-discrimination regulations and have found no instances of noncompliance. All employees are expected to adhere to our policies on DIB, antidiscrimination, and the prevention of bullying and harassment. Our core value of “passion for people” underscores our commitment to promoting equality and justice throughout our organisation Effective abolition of child labour We are committed to endorsing the ILO principle of effectively abolishing child labour, which entails ensuring that every child has the opportunity for full physical and mental development. In Australia, our local entity has established enterprise agreements with various industries and workers’ unions under the Fair Work Act framework. These agreements cover aspects such as salary rates, employment conditions, consultation processes, dispute resolution procedures, and authorised wage deductions, all of which are part of project-specific HR management plans. Given Brunel’s core focus on technical graduates and experienced professionals, the risk of violating the principle of child labour within our business is extremely minimal. Our dedication to ethical practices remains steadfast. Just work living wage and social security As an employer, Brunel provides comprehensive employment benefits, including medical insurance, paid sick leave, annual leave, and end-of-service benefits as mandated by local laws. Additional benefits, such as life insurance and accidental death and dismemberment insurance, are provided based on specific assignments. We also offer extra benefits, like return tickets to employees’ home countries, particularly for expatriates in the Middle East. Our business model focuses on highly educated and skilled professionals, allowing us to offer competitive salaries in all countries where we operate, including India, Africa, and Asia. This ensures a high standard of living for our employees. Health and safety, security issues and conflict zones Security concerns and conflict zones continue to be prominent in specific regions, notably Africa and Asia, where high-risk areas are prevalent, and conflicts occur frequently. Brunel has established comprehensive policies and procedures designed to ensure, together with its clients, the safety and security of our employees operating in these high-risk regions Brunel International N.V. Annual Report 2024 53 report from the board of directors F. Human rights statement Brunel is committed to upholding international human rights and labour standards across its global operations, aligning with frameworks such as the UN Guiding Principles on Business and Human Rights, and ILO Declaration, and the OECD Guidelines. We prioritise ethical conduct, fair treatment, and safe working conditions, ensuring compliance through continuous monitoring and region-specific adjustments to address local risk and needs. Brunel explicitly prohibits forced labour, child labour and modern slavery, while offering competitive salaries, comprehensive benefits, and fostering dialogue on labour rights. Our commitment extends to regular audits and risk assessments to maintain a safe, ethical and inclusive work environment for all employees. G. Ethics helpline, complaints and notification, and severe human rights impacts Brunel has established the SpeakUp Line, a confidential reporting channel, which allows employees to address any grievances or raise concerns about workplace issues, including harassment or discrimination. Reports submitted through this channel are managed by Brunel’s legal counsel and the Board of Directors, ensuring impartial review and swift action. This reporting system provides a structured path for remediation and corrective action where necessary. Brunel encourages individuals to raise concern or suspicions of malpractice at the earliest opportunity in a private manner. The SpeakUp Line can be accessed anonymously, 24 hours a day, 365 days a year in multiple languages. Our whistleblower policy also includes a strong non-retaliation commitment, protecting employees who raise concerns from any adverse consequences, which reinforces trust in Brunel’s process for resolving human rights issues and maintaining a fair work environment. The policy includes support for accessing grievance channels by providing guidance on how to use the SpeakUp Line and encourages employees to seek help through direct management or regional HR representatives. This internal support structure ensures employees know how to raise concerns and access the most appropriate channels within the organisation. The Whistleblower Policy serves as a grievance mechanism for handling significant concerns, especially those related to suspected misconduct. For workforce-specific matters, such as issues concerning working conditions, human rights, and workplace safety, Brunel provides designated grievance channels. Supported by trained HR representatives, these channels ensure that all employee grievances are managed promptly and confidentially. Brunel actively tracks issues raised, monitoring volume, response times, and resolution outcomes for all concerns. The Board of Directors and relevant Regional Leadership oversee these metrics to drive continuous improvement in grievance responsiveness and effectiveness. A feedback loop through the SpeakUp Line further ensures that employee concerns are reviewed regularly, with satisfaction levels assessed to confirm that issues are addressed thoroughly and effectively. Brunel’s Board of Directors meets monthly with the management of each operating unit to discuss risks, including those related to workforce well-being, employee engagement, and succession planning. This allows timely identification of issues and decision- making to mitigate potential impacts. Through the Company Monitor and employee surveys, Brunel gathers direct feedback from its workforce. These tools track satisfaction, well-being, and engagement levels, highlighting areas needing improvement or intervention, which informs decisions on needed actions. With regional Diversity, Inclusion, and Belonging Councils and HR representatives, Brunel ensures that local insights inform global policies. These regional councils are tasked with identifying specific workforce needs based on local conditions, allowing Brunel to address potential impacts in a targeted manner. This structure demonstrates Brunel’s commitment to maintaining a transparent, accessible, and effective process for handling workforce concerns, aligned with best practices in grievance management. Brunel International N.V. Annual Report 2024 54 report from the board of directors H. Learning and development and career development Career development reviews play a crucial role in fostering personal and professional growth, enhancing communication and engagement and ensuring the long-term success of employees and Brunel. Our Global Talent attraction and development policy gives a framework within each region can tailor their response to regional specific talent considerations. The global talent attraction and development policy defines our overall approach to talent identification, succession planning and development conversations. Further, it differentiates the various learning platforms and approaches that are employed within Brunel which include formal training, external education and mentoring and coaching. At Brunel, we are dedicated to fostering a culture of continuous learning and professional growth, ensuring our employees have the tools and opportunities to thrive in an ever- evolving industry. That is why we conduct employee performance appraisals twice annually to provide regular feedback and support for our employees. Additionally, we have established Personal Development Plans, Career Development Ladders, and various training programmes to help our employees achieve their career goals. The Brunel Academy provides targeted skill-building opportunities, with programs like the Sales Academy and Leadership Development tailored to specific professional groups. These initiatives focus on high- demand competencies, supporting Brunel’s specialised workforce across engineering, and manufacturing sectors. The Brunel Academy has been fully established with a focus on four core pillars: Type Mandatory Training Functional and Business Expertise Essential Competences and fun Leadership Content Brunel policies and strategy Sales Academy Recruitment Academy Challenger Programme Coaching Sales 121 Sessions LinkedIn Learning Brunel Leadership Development Programs (BLDP) Audience Directs Directs and Indirects Directs and Indirects Succession Focus Directs Objective Setting the foundation for Brunellers Upskilling our people in the most demanded competences Encouraging never-ending expansion of skills and knowledge Developing the leadership that drives our strategy To further support the growth and development of our employees, Brunel prioritises continuous learning and skill engagement, ensuring that our workforce remains equipped to meet the evolving demands of the industry. This includes Brunel empowering their colleagues to acquire knowledge on the latest trends concerning ESG and develop the skills necessary to deliver quality expertise and drive innovation. In doing so we recognise the critical role continuous training and upskilling development plays in a thriving community of solvers. This includes enabling sustainable careers for Brunel employees as a commitment for the future of professionals. I. Social dialogues with employee representatives Brunel’s workforce is a critical stakeholder group, and their perspectives play an integral role in shaping Brunel’s decisions and activities. We engage with our workforce frequently through multiple channels, ensuring that their insights inform our approach at both global and local levels. This includes an annual company monitor survey that invites all employees to provide anonymous feedback. This survey is facilitated and analysed by an independent third party to maintain impartiality. The results of the annual survey are reviewed by management at all levels and shared with the entire workforce. Brunel engages with its workforce both directly and through workers’ representatives, where applicable. Brunel fosters active engagement with its workforce on human rights and labour standards through several channels. In some regions, such as the Netherlands, Brunel has established a Works Council a formal consultation body composed of elected Brunel International N.V. Annual Report 2024 55 report from the board of directors employee representatives. The Works Council consults with Brunel on behalf of the workforce regarding company policy and personnel matters, as mandated by the Works Council Act (WOR). This allows for both direct and representative engagement with our workforce on issues critical to them. There are no agreements with employees for representation by a European Works Council (EWC), a Societas Europaea (SE) Works Council, or a Societas Cooperativa Europaea (SCE) Works Council. Brunel In regions with a strong union presence, such as Germany, Brunel respects and participates in collective bargaining agreements with trade unions, which offer structured communication between employees and management. In Australia, enterprise agreements under the Fair Work Act establish a framework for wages, work conditions, and a dispute resolution process, creating an open dialogue on workers’ rights and conditions. For broader input, Brunel conducts employee surveys and maintains regular HR consultations, allowing feedback and engagement on workplace rights and well-being. These actions ensure structured consultation and engagement with employee representatives is well aligned with incorporating Brunel workforce insights into key decisions and align with human rights commitments. The Global Head of People & Culture holds the most senior role responsible for ensuring effective workforce engagement at Brunel. This role, alongside Regional HR Directors, oversees engagement processes to ensure alignment with workforce feedback, as well as effective implementation of company-wide strategies such as the Well-being, Health & Safety Strategy. Engagement at Brunel occurs at multiple stages, typically through periodic feedback mechanisms. Brunel conducts biannual performance reviews and gathers continuous feedback through platforms like the Company Monitor. Additionally Brunel tracks workforce satisfaction with diversity and inclusion through periodic feedback mechanisms, supporting continuous improvement in policies and practices. Additional effectiveness of engagement is assessed through tools like the SpeakUp Line for anonymous feedback, and the Company Monitor, tracking metrics such as engagement rates. Feedback gathered from these sources informs Brunel’s strategic decisions and policies, ensuring that employee perspectives influence company practices and that issues are promptly addressed. Other than the Company Monitor and general employee engagement, there has been no formal or specific engagement with employees on the topic of identifying any lessons or improvements. Brunel actively promotes awareness and trust in our grievance processes through regular training and communications. New employees are introduced to these channels during onboarding, while ongoing updates and reminders about the SpeakUp Line platform and HR grievance channels are shared through dedicated content page on Brunel’s intranet and periodic refresher trainings. To assess awareness and trust, Brunel collects feedback via employee surveys and HR touchpoints, ensuring employees feel informed and confident in using these processes. Policies include explicit protections against retaliation, as detailed in our Whistleblower Policy. This commitment safeguards all employees, including workers’ representatives, who raise concerns, ensuring they can do so without fear of adverse consequences. J. Diversity, Inclusion & belonging Brunel is committed to promoting inclusion and actively supports individuals from vulnerable groups within its workforce. We established a Global Diversity, Inclusion and Belonging ‘DIB’ Policy. Key elements include the requirement for all regions to establish DIB councils, DIB priorities suitable to their region and related action and communication plans. The regional DIB Councils provide support for localised diversity strategies, helping ensure diversity goals are met within specific cultural contexts. Progress is to be monitored and evaluation used to establish a plan-do-check-act loop. To support the regions, Brunel is reinforcing its DIB network for the purpose of practice sharing and overall reinforcement of a diverse and inclusive environment. The Global DIB policy is thus implemented through regional councils, allowing for local adaptation based on cultural and regulatory differences. Brunel implements its anti-discrimination, diversity, and inclusion policies through structured procedures and training programs. Unconscious bias training is mandatory for all employees, fostering inclusiveness and impartiality in workplace interactions and decision- making. Continuous monitoring, including tools like the Company Monitor, provides feedback on policy effectiveness, helping Brunel advance diversity and swiftly address any issues of discrimination once detected. Brunel International N.V. Annual Report 2024 56 report from the board of directors Brunel’s code of conduct and Diversity, Inclusion and Belonging policies explicitly prohibits discrimination on the grounds of racial and ethnic origin, colour, sex, sexual orientation, gender identity, disability, age, religion, and social origin. These protections align with both EU regulations and national laws to ensure comprehensive coverage for all employees. This broad policy reflects Brunel’s commitment to inclusivity, providing safeguards against multiple forms of discrimination in the workplace. Brunel additionally adapts its talent strategies to meet differing expectations across generations, which influences recruitment, retention, and tailored workforce support based on age demographics. Within Brunel we value open communication. Apart the engagement mechanisms as explained in the section on social dialogue we did not go through a structured process to identify members of the workforce who may be particularly vulnerable to impacts and/or marginalised. 3.2.3.3. Social metrics, targets and performance A. Introduction to social metrics, targets and performance Brunel’s workforce includes both internal employees and external specialists placed with clients, encompassing direct hires, contractors, and third- party workers engaged through external employment services. By considering all workforce types in our assessments and disclosures, we ensure that those potentially impacted by our operations, value chain, and client engagements are included. This comprehensive approach allows us to address the diverse needs and risks associated with different workforce segments. “We supported one of the largest FPSOs in Brazilian waters. Its construction method and its focus on decarbonisation, pollutant reduction and energy efficiency make it one of the most innovative production units in existence. Leveraging our global scale and internal expertise, we recruited almost 150 specialists in China and Brazil to complete this project, mobilising expats in compliance with Brazilian labour law.” Luiz Augusto de Oliveira Account & Global Mobility Specialist americas Brunel International N.V. Annual Report 2024 57 report from the board of directors B. Targets Brunel has set the following Brunel Global targets: • In 2025, gap assess practices in place against the policy requirements and use the results as a basis for action planning, as explained in section 3.2.1.3. • To aim for at least 40% of senior management to be female by 2025. In line with our managerial philosophy, we have not defined more detailed social targets for the businesses. We will evaluate the effectiveness of our approach through the gap assessment as we have explained in 3.2.1.3. ESG Governance, Policies, Action plans, Metrics and Targets. Brunel International N.V. Annual Report 2024 58 report from the board of directors C. 2024 results S1-6: Characteristics of the undertaking’s employees Genders of total employees Gender Number of employees (head count) Male 7.541 Female 2.533 Other 0 Not reported - Total Employees 10.074 Headcount reported for ESG reporting purposes can deviate from headcount as reported under 2.1 financial highlights of the financial report due to definition differences. Number of employees by country Country Number of employees (head count) Australia 1.037 Austria 55 Albania 2 Belgium 109 Brazil 278 Canada 207 China (PR of China and Hong Kong China) 257 Czech Republic 22 Denmark 1 France 4 Germany 2.009 Greece 1 Guyana 48 India 263 Indonesia 387 Iraq 11 israel 1 Japan 13 Kazakhstan 18 Kuwait 394 Malaysia 71 Namibia 18 Netherlands 1.723 New Zealand 2 Norway 16 PNG 645 Poland 7 Qatar 1.080 Romania 1 Singapore 316 Korea 13 Spain 13 Suriname 5 Switzerland 16 Taiwan 14 Thailand 165 United Arab Emirates 204 United Kingdom 131 United States 516 Vietnam 1 Total 10.074 Implemented a single global database 2013 brunel milestones Brunel International N.V. Annual Report 2024 59 report from the board of directors Contract type per gender Contract type Female Male Other Total Permanent employees in headcount 1.695 4.401 0 6.096 Temporary employees in headcount 575 1.579 0 2.154 Non-guaranteed hours employees in headcount 250 1.574 0 1.824 Total 2.520 7.554 0 10.074 Contract type per region Contract type Nether- lands DACH Americas Asia Austra- lasia Europe and Africa TH Belgium Middle East Total Permanent employees in headcount 901 2.803 824 188 188 69 99 109 1.706 6.097 Temporary employees in headcount 713 13 230 204 594 154 0 0 246 2.154 Non-guaranteed hours employees in headcount 0 6 0 846 971 0 0 0 0 1.823 Total 1.614 2.102 1.054 1.238 1.683 223 99 109 1.952 10.074 Total leavers Other Consolidated total Percentage of total Leavers 6.758 67% S1-7: Characteristics of non-employees in the undertaking’s own workforce Contractors by gender Contract type Female Male Other Total Contractors in headcount 314 1.540 0 1.854 S1-8: Collective bargaining coverage and social dialogue Employees covered by bargaining agreements percentage of its total employees covered by collective bargaining agreements Consolidated total 20,86% 2.101 Highlights 2024 Brunel Specialists Specialists represent 100+ nationalities Average age 38 years, combining youthful energy with seasoned expertise Age distribution Under 30 years old (19%): Fresh perspectives and innovation 30 to 50 years old (59%): Dynamic and adaptable professionals Over 50 years old (21%): Experienced leaders and mentors Gender balance 25% female specialists, driving inclusivity and diverse thought 25% 21% 19% 59% Brunel International N.V. Annual Report 2024 60 report from the board of directors S1-8: Collective bargaining coverage and social dialogue Collective Bargaining Coverage Social dialogue Coverage Rate Employees – EEA (for countries with >50 empl. representing >10% total empl.) Employees – Non-EEA (estimate for regions with >50 empl. representing >10% total empl.) Workplace representation (EEA only) (for countries with >50 empl. representing >10% total empl.) 0-19% Albania, Czech Republic, Denmark, France, Greece, Netherlands, Norway, Poland, Romania, Spain, Switzerland Australia, Brazil, Canada, Chian (PR of China and HongKong China), Guyana, India, Indonesia, Iraq, Israel, Japan, Kazakhstan, Kuwait, Malaysia, Namibia, New Zealand, PNG, Qatar, Singapore, Korea, Suriname, Taiwan, Thailan, UAE, United Kingdom, United States, Vietnam Austria, Albania, Czech Republic, Denmark, France, Germany, Greece, Norway, Poland, Romania, Spain, Switzerland 20-39% 40-59% 60-79% 80-100% Austria, Belgium, Germany Belgium, Netherlands S1-9: Diversity In 2024, Brunel achieved a 41% female representation in senior management positions. These are defined as the positions in the Executive Leadership Team, the Global Leadership Team and the direct reports to these teams. Our Board of Directors has two positions of which one was vacant per 31 December 2024. Company age diversity Age diversity Consolidated total Headcount Employees aged “under 30 years old” 1.959 Headcount Employees aged “30-50 years old” 5.958 Headcount Employees aged “Over 50 years old” 2.157 Total 10.074 S1-13: Training and skills development metrics Performance reviews per gender Performance review Consolidated total Consolidated total Male employees that participated in performance and career development reviews - In headcount 1.048 14% Female employees that participated in performance and career development reviews - In headcount 1.082 43% Total 2.130 21% It is Brunel policy to organise performance and career development reviews for indirect workforce and/or for direct workforce who have a long-term rather than a short-term employment relationship. Brunel International N.V. Annual Report 2024 61 report from the board of directors S1-14: Health and safety metrics Recordable injuries Employees Contractors Total Number of Fatalities 0 0 0 Total Recordable Injuries 21 2 23 Total Recordable Injury Frequency 1.00 0.54 0.93 Lost Calendar Days 409 6 415 Employment type HSE Coverage # HSE Coverage % Employee 10.068 99.9% Contractor 1.540 83% Total 11.608 Despite our and our client’s efforts, accidents have happened impacting our employees, contractors, their families and teams and the people around them. This has further strengthened our resolve to drive safety maturity in our organization, processes and culture. Key element in accident prevention is situational risk awareness. This is especially important for Brunel as safety hazards and their related risks differ in line with the varying businesses and clients that Brunel serves. S1-16: Remuneration metrics (pay gap and total remuneration) Pay gap Consolidated total Gender Pay Gap 17.1% Executive Renumeration 7,5 We analysed the gender pay gap. We concluded that differences in gender pay are due to the nature of positions held. We determined that 81% of our direct positions are male. Direct positions are more likely to receive a higher compensation, irrespective of gender, than indirect positions. Consequently, due to the overrepresentation of males in direct positions the gender pay gap is skewed towards males. Resolving this is not a matter of pay policy, but a matter of making careers in Science, Technology, Engineering and Math (STEM) more appealing to females. When their participation in these sectors increase, their representation in the total direct workforce increases. This will reduce the pay gap. The CEO pay ratio reported here is based on the definition of ESRS S1-16 which uses median. The Internal Pay Ratio as included in the Supervisory Board renumeration report is based on averages as explained in the renumeration report. The difference in definitions drives the difference in output. For details on the approach for ESRS purposes please refer to section Significant ESG estimates. S1-17: Incidents, complaints and severe human rights impacts Incidents and complaints per type Incidents and complaints Consolidated total Number of work-related incidents of discrimination 0 Number of work-related complaints filed 26 Total value of fines as a result of work- related incidents 0 Brunel International N.V. Annual Report 2024 62 3.2.4. Governance information 3.2.4.1. Introduction to governance information At Brunel, our corporate culture emphasises ethics, proper behaviour, and a passion for people. We have a zero-tolerance policy for improper conduct and expect all employees to follow our policies. Our commitment to promoting equality and justice is upheld by our Supervisory Board, Board of Directors, and senior leadership, who regularly review feedback and metrics to ensure our culture aligns with business goals and supports continuous improvement. 3.2.4.2. Overall approach to governance A. Strategy, governance and action plan relating to governance Brunel fosters a corporate culture based on entrepreneurship, integrity, results-driven, and passion for people. Guided by the Dutch Corporate Governance Code, Brunel emphasises ethical practices and long-term value creation. Initiatives like the Brunel Academy and unconscious bias training support this culture. Effectiveness is measured through the Company Monitor and NPS, tracking employee engagement and satisfaction. B. Code of conduct Effective governance and culture are crucial for enterprise risk management. As a company listed on the Amsterdam Stock Exchange, Brunel follows Dutch law and the Dutch Corporate Governance Code for good corporate governance. Risk management is integrated into the governance structure, resulting in an accepted code of conduct, a whistleblower procedure, compliance training for new employees, refresher courses for existing employees, and on-the-job training programs. The effectiveness and compliance with the code of conduct are assessed through: • Periodic activities conducted within the internal control framework • Reports received through the whistleblowing process • Checks included in standard operating procedures, such as the contracting procedure Brunel’s Code of Conduct clearly defines the company’s values and expectations, both collectively and individually. It applies to all employees and covers how individuals work, treat each other, and create a safe space to speak up or raise concerns, ensuring they are addressed seriously. The Code of Conduct holds everyone accountable and was reviewed in November 2024. It is included in mandatory training and refresher programs. For further information on governance and the role and expertise of administrative, management and supervisory bodies on business conduct matters please refer to the reports of the Supervisory Board and Board of Directors. C. Anti-corruption and bribery Brunel provides ongoing training on business ethics and compliance, mandatory for all indirect employees and reinforced through annual refresher courses. This Brunel International N.V. Annual Report 2024 63 report from the board of directors includes the Code of Conduct, anti-bribery practices, and integrity standards, ensuring employees are well- informed about ethical practices. Brunel enforces strict policies prohibiting bribery and corruption, which include guidelines on gifts, donations, hospitality, facilitation payments, and kickbacks. Training on anti- bribery practices is provided to all indirect employees during onboarding. Annual refresher training is provided for indirect employees. Regular monitoring of corporate expenditures (e.g., hospitality) to identify possible indicators of corruption is in place. Reporting and investigation Brunel has a clear reporting process through the Whistleblower Policy, allowing employees to report suspected malpractice. Reports go directly to management or a compliance officers, who handle the matter with discretion. Investigations are handled by designated compliance officer and/or relevant management teams responsible for policy enforcement. Although the policy document does not specify a fully independent committee, compliance officer operates within a structured, non-operational role to ensure impartiality. Evaluation Management oversees the effectiveness and enforcement of the anti-bribery policy, with regular audits and reviews to ensure compliance. Findings from these audits and any reported incidents are reviewed, and improvements to policies or procedures are implemented as needed. Major incidents or breaches could be escalated to the Board of Directors for oversight. Policy communication Brunel communicates its Anti-Bribery and Corruption Policy and other relevant policies to ensure accessibility and understanding through several structured methods: • Training: Anti-bribery training is mandatory for all indirect employees during onboarding and is provided regularly to existing staff, emphasizing the importance of policy adherence and practical application in day-to-day activities. • Policy Documentation: Policies are documented and available in the corporate systems, making them accessible to all indirect employees. Specific guidelines on topics like gifts, donations, and facilitation payments are detailed to aid employee comprehension and compliance. • Ongoing Communication: Brunel’s “zero- tolerance approach” is reiterated to suppliers, contractors, and business partners at the start of relationships and revisited when necessary, reinforcing external understanding and alignment with Brunel’s standards. • Supervisory Oversight and Feedback Loops: Management reviews and internal control systems ensure policy updates and clarify any required improvements. Employees can provide suggestions on policy enhancements, which the board and compliance officers regularly review. Training Programs Brunel’s Anti-Corruption and Anti-Bribery Training Programs cover the following key aspects: • Training is designed to raise awareness of bribery risks and reinforce Brunel’s zero-tolerance approach. It includes practical guidance on identifying and handling situations that may involve bribery, corruption, or conflicts of interest, with real-world examples (e.g., prohibited gifts or facilitation payments). • Training is mandatory for all new indirect employees as part of their induction, and is also provided periodically to existing staff, also on a mandatory basis. We identified all indirect functions as functions at risk as we believe that anti bribery and anti-corruption adherence is foundational to our corporate culture. Consequently, all new indirect employees enrol into this training and refresher training are mandatory for all indirect staff. We therefore report the total headcount trained in anti- bribery/anti-corruption training and do not identify or report over functions at risk. • The program emphasises critical areas such as recognizing red flags, understanding the legal implications under the UK Bribery Act 2010, and the proper reporting channels. For specific situations, employees are guided to seek management advice, especially on complex issues involving third-party engagements and interactions with government officials. Expanded to 37 countries worldwide 2017 brunel milestones Brunel International N.V. Annual Report 2024 64 report from the board of directors All indirect employees follow Brunel’s Anti-Corruption and Anti-Bribery Training Programs. This approach ensures that all indirect employees are consistently aware of Brunel’s strict compliance standards and know how to apply them. Direct workforce is not believed to be in a position to engage in corruption and/or bribery as they are placed with clients and subsequently have no role in commercial or organisational affairs. The Supervisory Board is not enrolled into Brunel’s Anti-Corruption and Anti-Bribery Training Programs. D. Speak up channels and whistleblower procedures Brunel encourages employees to report concerns regarding unlawful behaviour or violations of the Code of Conduct via the SpeakUp Line. This platform supports anonymous reporting and is accessible by phone, secure website, or app. Concerns are initially directed to the Whistleblower Officer or line manager, providing both internal and anonymous options for reporting issues. Based on our research, we believe the UK Bribery Act 2010 aligns closely with the UN Convention against Corruption (UNCAC). Both frameworks aim to prevent and address corruption by setting standards for anti- bribery practices and by promoting transparency, accountability, and integrity in both public and private sectors. Brunel has an established whistleblower protection policy. The Whistleblower Officer regularly reviews and updates the policy, and staff are encouraged to offer feedback for continuous improvement. Brunel protects whistleblowers through its Speak-Up Line and adheres to a strict non-retaliation policy. Workers who report concerns in good faith are safeguarded against dismissal, disciplinary action, or unfavourable treatment. The compliance officer is designated to handle concerns regarding any retaliation reported by whistleblowers. The Board of Directors and Whistleblower Officer oversee investigations into reported or suspected incidents. Investigations are carried out independently and objectively, ensuring impartiality in addressing issues related to corruption, bribery, and misconduct. Where considered appropriate and needed, outside legal counsel and investigators are used. E. Sustainable procurement and payment practices Although sustainable procurement was not deemed material, Brunel encourages our businesses to incorporate social and environmental criteria into their supplier selection. To this end we established in 2024 a Sustainable Procurement Policy which provides high level guidance implementing ESG considerations into procurement. In line with our operating model and philosophy, we will gap assess practices in place against the requirements of the Sustainable Procurement policy in 2025. We strive to generate long-term value by working with suppliers who have a positive impact on people and the environment. As a fundament, we will manage our relationships with suppliers in a responsible and sustainable manner. This includes embedding sustainability considerations in supplier selection and procurement processes and engaging in a continuous dialogue on how to have a positive impact together. This will ensure that our procurement practices align with our commitment to sustainability and responsible business practices. We have not identified material risks or impacts stemming from our upstream supply chain. Although not formalised through a policy, Brunel agrees and follows reasonable payment terms with all its suppliers. Payment terms of typically 30-60 days are agreed and adhered to. This practice was not formalised in a policy as we do not want to create policies for practices that are considered integrated into normal daily operations. F. Tax strategy At Brunel, we believe in maintaining a transparent and ethical tax policy as a fundamental aspect of doing business. Our tax strategy supports our overall business strategy of delivering stakeholder satisfaction Brunel International N.V. Annual Report 2024 65 report from the board of directors and achieving sustainable growth. Alignment with Brunel’s core value of integrity, which means adhering to both the letter and the spirit of external requirements from regulators and the law is monitored. In the regular risk appetite discussions with both the Board of Directors and the Supervisory Board, global tax risk exposure and mitigating actions are also discussed, in conjunction with the reported compliance risks. Our tax strategy has been discussed and approved by the Board of Directors and reviewed by the Supervisory Board. In line with our business operations, Brunel has a transparent tax structure and does not utilize tax havens (as defined by the European Commission’s ‘blacklist’) for tax avoidance purposes. As tax compliance is a crucial aspect of our service delivery, it is our policy to effectively manage associated risks and comply with all applicable tax laws, rules, and regulations. Transactions conducted between group companies located in different countries adhere to the Organisation for Economic Co-operation and Development (OECD) Guidelines for Multinational Enterprises and other relevant transfer pricing regulations. We comply with the OECD BEPS (Base Erosion and Profit Shifting) requirements, including preparing master filers and country-by-country reporting. Our aim is to comply fully with both the letter and the spirit of the law. To that end, we employ qualified and experienced tax professionals, implement appropriate tax policies and procedures, regularly assess tax risks as part of our risk assessment process, and apply tax risk management using the same policies, procedures, and controls that govern financial reporting risk management. We also engage reputable tax advisors at both the local and group level to provide advisory and compliance services. We strive to establish open and transparent relationships with tax authorities in all countries in which we operate to provide certainty with respect to tax matters and ensure compliance with regulations. Brunel and a tax authority may enter into consultation with each other on tax-related issues and subsequently conclude tax agreements. Such agreements create advanced certainty for Brunel and tax transparency towards the relevant tax authorities, in line with our tax policy, which requires us to act in line with the letter and spirit of the law. In the Netherlands, Brunel engages the Dutch tax authorities through regular meetings, calls, and correspondence, including discussing the potential tax impacts of future events such as business restructuring in advance. Brunel published its tax strategy policy on www. brunelinternational.net. G. Data protection Privacy is a fundamental human right we respect. It is also an essential cultural element for Brunel to be a reliable business partner and earn the confidence of our people. Data is very relevant to Brunel’s core business especially in the global trends of digital transformation and data-driven innovation. In the performance of its business, Brunel processes personal data of business partners, candidates, and employees. It is essential that all Brunel employees who work with Personal data are aware of the applicable data protection rules for Brunel. Our Data Protection policy provides a framework for this purpose and binds all Brunel group companies and Brunel employees. Our data protection policy is based on the principles of the General Data Protection Regulation (GDPR) (EU) 2016/679. Brunel has a robust data privacy and cybersecurity framework in place, as evidenced by our ISO 27001 certification. This certification demonstrates our commitment to protecting sensitive information and ensuring the privacy and security of our stakeholders. 3.2.4.3. Governance metrics, targets and performance A. Introduction to governance metrics, targets and performance The ESRS required metrics capture our metrics well. Therefore, we have not added further metrics. Our objective is that all indirect staff undergo anti- corruption and bribery training and refresher training annually. Further, as part of our culture we are committed to remaining free of anti-corruption and/or anti bribery convictions. Due to the nature of the governance metrics there is limited opportunity to set further targets. Brunel International N.V. Annual Report 2024 66 report from the board of directors B. 2024 results a. G1-3: Prevention and detection of corruption or bribery Anti-corruption and bribery training coverage Anti-corruption and bribery training Indirect employees trained in 2024 Indirect employee trained in 2023 and 2024 Total indirect headcount trained 735 1,367 Total indirect headcount 1.476 1,476 Training coverage 50% 93% Last refresher training was introduced late 2023. During 2024 no refresher training was provided. New refresher training is planned for 2025 with standard annual refresher occurring thereafter. Anti-corruption and anti-bribery training was provided as part of onboarding for new indirect employees. We determined the completion rate for all indirect employees who were employed per 31 December 2024 for both years. Total anti-bribery and anti-corruption convictons and fines Convictions and fines Consolidated total Number of anti-corruption & anti-bribery convictions 0 Number of fines for violation of anti-corruption and anti-bribery laws 0 Total value of fines for violation of anti- corruption and anti-bribery laws 0 Brunel International N.V. Annual Report 2024 67 3.2.5. Definitions and data clarification 3.2.5.1. Basis for preparation A. Level of reporting The Brunel International N.V. consolidated report for the financial year ending 31 December 2024 is publicly available on 21 February 2025. This report covers Brunel International N.V., including its value chain and business relationships – with the exception of the recent acquisition of W B.V. (Equals). No other subsidiaries are exempt from consolidated sustainability reporting per Article 29a of Directive 2013/34/EU. This report provides a comprehensive overview of the key developments as well as the financial and sustainability performance for the fiscal year 2024. In its preparation, we took into account the expectations of our stakeholders, ensuring that the most critical themes were addressed. No pertinent information was excluded due to reasons related to classified or sensitive data, nor information regarding intellectual property. The Board of Directors’ Report outlines Brunel’s activities, key risks, and uncertainties. It covers short- term goals and long-term value creation strategies. The Board of Directors is responsible for this report’s content. Most quantitative data is gathered directly from our systems such as our financial reporting, our Human Source administration or other data capturing systems in place. ESG reporting involves critical judgments and estimates, including prospective information like objectives and targets, which are inherently uncertain. Due to changes in definitions and adopting CSRD, no comparative information is reported. References to ‘we’, ‘our’, or ‘us’ pertain to our organisation, processes, and workforce. We apply the following definitions regarding the scoping of time: • Short-term – one year: 2024/2025 • Medium-term – two to five years: 2025/2026-2029/2030 • Long-term – beyond 5 years: after 2029/2030 B. Restatements of comparative information No ESG restatement were identified. Brunel International N.V. Annual Report 2024 68 C. Value chain reporting Below is a simplified overview of our value chain. There have been no significant alterations in 2024 within Brunel International N.V. in terms of size, structure, ownership or value chain. The value chain is comprised of the following elements: 1. Upstream (Contractors & Suppliers) 2. Own operations (Corporate, Recruitment & Contracting) 3. Downstream (Contractors, Clients & Communities) As a project and workforce solutions agency, our impacts depend significantly on the geography, client, duration and nature of assignment our workforce is involved with. We define our value chain reporting as per the below table: Elements captured in reporting Environmental Social Governance Upstream Excluded Excluded Excluded Own operations Emissions from leased buildings All incidents and exposure hours directly involving our workforce All incidents directly involving our own workforce Downstream Workforce, commuting, business travel and air travel All incidents and exposure hours directly involving our workforce All incidents directly involving our own workforce Details For details refer to section on environmental reporting clarification D. Significant ESG estimates In the preparation of the Sustainability Statements, management makes certain critical accounting estimates and assumptions. The resulting reported amounts will, by definition, rarely equal the related actual outcome. Estimates and judgments are continually evaluated and are based on historical experience and various other factors which are believed to be reasonable under the circumstances. The estimates, assumptions and judgments involved with determining the commuting by private car have an inherent significant risk of potentially causing material adjustments to the reported number within the next financial year. For the 2024 report, we have made significant estimations for: • Environment - Commuting by private car - Brunel Brazil • Social - Total remuneration Ratio Commuting by private car Data for this indicators was not standard captured in existing processes. For purpose of ESRS compliance we have used the best data sources for estimation Highlights 2024 Brunel’s FPSO Expertise: Driving Operational Success • 30 +years of FPSO project experience • Supported operations in 30+ offshore locations worldwide Value for clients: • Tailored technical expertise • Optimised operational efficiency • Comprehensive support services to minimise risks and tackle operational challenges report from the board of directors Brunel International N.V. Annual Report 2024 69 report from the board of directors within reporting entities. Reported data is based on a combination of questionnaires and managerial judgement relating to frequency and distance travelled. To this end, management team of Brunel businesses developed bespoke local questionnaires or assessments. Reported data is consolidated at Brunel International level. The degree of sophistication in estimation differs across Brunel businesses. Consequently, reported data is subject to measurement uncertainty. Most significant measurement uncertainties arise from differences in frequency and distance of travel and/or the number of individuals who are included in the calculation. Here local management has made assumptions based on local working practices including working from home and location of workforce residences. We have reviewed the estimated data. The resulting level of accuracy is limited. In the coming years we will put in place data reporting processes that capture or better estimate data for this category. Brunel Brazil Brunel Brazil accounts for a non-material part of the Brunel consolidated environmental footprint. Data for this entity was missing and is based on management estimates. We compared the data reported by Brunel to other comparable Brunel businesses and we concluded that reported data is an appropriate estimate. Most significant measurement uncertainties arise from management judgement regarding office use and employee commuting and business travel. The resulting level of accuracy is limited. In the coming years we will put in place data reporting processes that capture or better estimate data for this category. Total remuneration Ratio In line with the Dutch Corporate Governance code we report on the internal pay ratio in the Supervisory Board remuneration report. This methodology uses average pay. Methodology for this approach is outlined on page 131. For ESRS compliance purposes, we estimated the median pay. For five businesses representative for Brunel International consolidated and representing 58% of the total consolidated employee headcount per 31.12.2024, we determined median annualised pay for headcount involved. We compared the median to the mean for these businesses and noted that the median for these businesses is 24.57% lower than the average for these business (like for like). We estimate the Brunel International consolidated median pay by reducing the Brunel International consolidated average pay by 24.57%. This leads to an estimated internal pay ratio based on median to be 7.5 rather than the 5.7 when based on average. We employed estimates due to timing constraints as we first believed that compliance to the Dutch corporate governance code was sufficient to achieve compliance with the intend of this metric. The estimation uncertainty is believed to be moderate. In the coming years we will put in place data reporting processes that capture or better estimate data for this category. E. Reporting ambition A set of ESRS has been adopted by the EU in 2023. Brunel is committed to voluntarily implementing and complying with these ESRS requirements with the use of the phase-in options. We expect to be obliged to report as of 2024, with implementation in Dutch law expected in 2025. We are on a journey to incorporate the objectives of the CSRD into our strategy and way of working. In line with ESRS requirements, we selected material IROs, and their related sustainability topics based on their impact and financial assessment. Our 2024 sustainability statements follows Article 29a of EU Directive 2013/34/EU and includes: • Compliance with ESRS requirements; • Compliance with Article 8 of EU Regulation 2020/852 (the “Taxonomy Regulation”). We disclose mandatory information and refer to other parts of the Annual Report for more details by cross referencing: ‘Incorporation by reference’. Generic strategy and corporate governance disclosures from ESRS2 are included in sections Corporate governance, Supervisory Board Report, Risk management, and Remuneration Report for relevance. ESG strategy and corporate governance disclosures specific to individual ESG aspects are covered in the ESG chapters. The ESRS is our primary reference for non-financial reporting, in combination with the Greenhouse Gas Protocol. Brunel International N.V. Annual Report 2024 70 report from the board of directors F. Assurance on sustainability information Alongside the statutory audit of the financial statements, we engaged our external auditor, EY Accountants B.V., to conduct a limited assurance engagement of the sustainability statement. The disclosure requirements of the ESRS are provided within the ‘sustainability statements’ section, with references to other relevant sections of the overall 2024 Annual Report. The external auditor’s assurance report can be found on pages 207 - 210. No other validation by an external body other than EY Accountants B.V of reported data has been performed. 3.2.5.2. Phased in indicators The below table provides an overview of applicable phased in indicators which Brunel intends to work towards for more comprehensive and detailed disclosures. Disclosure requirement Full name of the Disclosure Requirement Topics assessed as material Impacts on business model and strategy Policies in place Metrics, actions and targets ESRS E1 Anticipated financial effects from material physical and transition risks and potential climate-related opportunities Topics assessed as material No material physical risks have been assessed. Assessing financial effects from transition risks and potential climate related opportunities will be explored in 2025. See chapter on environment See chapter on environment See chapter on environment ESRS S1-11 Social protection See chapter on social See chapter on social See chapter on social See chapter on social ESRS S1-12 Persons with disabilities See chapter on social See chapter on social See chapter on social See chapter on social ESRS S1-13 Training and skills development See chapter on social See chapter on social See chapter on social See chapter on social ESRS S1-14 Health and safety – cases of work-related ill-health See chapter on social See chapter on social See chapter on social See chapter on social ESRS S1-15 Work-life balance See chapter on social See chapter on social See chapter on social See chapter on social 3.2.5.3. ESG Risks A. General ESG risks Risk description Inadequate management of ESG related impacts, risks and opportunities could lead to lost revenue or increased employee turnover. We see younger employee cohorts valuing the sustainability performance of their employer and that employer’s business partners. Key Aspects • There are complexities in sustainability practices due to geographic attitudes toward the topic . • Investors and stakeholders demand increased commitment to ESG principles, even amidst energy challenges. In mining, there is a focus on metals vital for the green transition. Brunel International N.V. Annual Report 2024 71 report from the board of directors • Climate change and energy transition pose both risks and opportunities • In certain geographies, we expect younger cohort employee retention to be influenced by our ability to manage sustainability and service clients with sustainability transition related questions Key Mitigating measures • Annual update to our DMA and related policies • Development of ESG strategy and related programs Change in risk Overall, climate change and other sustainability related risks have increased due to continuing global carbon emissions and increasing expectations and scrutiny from stakeholders. Link to strategy • Capabilities • Diversification • Globally connected, locally executed • Disciplined execution Climate Change related risks Climate and sustainability-related risks present financial risk to the global economy as well as a risk to our planet as we know it. At Brunel, climate and sustainability-related risks and opportunities are directly linked to our strategy of connecting specialists to pioneering projects. To determine the climate change related physical and transition risks we performed a resilience analysis, physical risk analysis and DMA. Results of these exercises are documented in chapters 3.2.1.2. Materiality assessment and stakeholder dialogue and Chapter 3.2.2. Environmental information. Other sustainability related risks A DMA is performed including identifying our sustainability risks. Efforts regarding this materiality assessment in line with the ESRS requirements have required Brunel-wide involvement, including at the highest level of the organisation. This Annual Report includes the results of the DMA on page 22. Mitigating actions are disclosed for the impacts deemed material in the Environmental, Social and Governance chapters. ln 2025 we will further bring the outcome of the DMA and broader risk and opportunity assessment together to align on the mitigation and actions to take in relation to our ambition and risk appetite. B. ESG reporting risks The majority of reported ESG data is prepared by Finance and Human Resources. Procedures are in place to facilitate reliable reporting on non-financial metrics. We are considering a risk and control matrix for non- financial information reporting and are considering setting up a control framework for non-financial information. Risk category Key risks Monitor and control Sustainability related risks • Inadequate management of ESG related impacts, risks and opportunities • Compliance to increasingly complex ESG regulation • ESG reporting errors • Annual update of the DMA • Embedding ESG compliance and ESG reporting within existing financial reporting structure Findings of each Double Materiality Assessment, Risk update and ESG reporting cycle are reviewed by the Corporate Finance and Control function. Further, observations shared with Brunel’s audit committee by the external auditor are incorporated into this review. Collectively these serve as input for the ESG implementation, reporting and assurance plan for the subsequent reporting year. This will typically lead to enhancement of ESG programs, internal ESG reporting infrastructures and training of program team members, ESG data owners and controllers. Brunel International N.V. Annual Report 2024 72 report from the board of directors 3.2.5.4. Reference table Table below to be updated once the CSRD statements are integrated into the standard annual report. Description Reference in report BP-1 General basis for preparation of the sustainability statements 3.2.5.1 Basis for preparation BP-2 Disclosures in relation to specific circumstances 3.2.5.6. Clarification of ESG reporting and data GOV-1 The role of the administrative, management and supervisory bodies 3.2.1.3. ESG Governance, Policies, Actions plans en metrics GOV-2 Information provided to and sustainability matters addressed by the undertaking’s administrative, management and supervisory bodies 3.2.1.3. ESG Governance, Policies, Action plans, Metrics and Targets GOV-3 Integration of sustainability-related performance in incentive schemes 4. Supervisory Board report GOV-4 Statement on due diligence 3.2.1.4. Statement on Sustainability Due Diligence GOV-5 Risk management and internal controls over sustainability reporting 3.2.5.3. ESG Risk Management SBM-1 Strategy, business model and value chain (value-creation process) 3.2.1.2. Materiality assessment and stakeholder dialogue 3.2.1.3 ESG Governance, Policies, Actions plans en metrics SBM-2 Interests and views of stakeholders 3.2.1.2.C. Interests and views of stakeholders SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model 3.2.1.2.D. Brunel’s material topics defined 3.2.1.3.A. Our response to the material impacts, Risks and opportunities IRO-1 Description of the processes to identify and assess material impacts, risks and opportunities 3.2.1.2.B DMA approach and methodology IRO-2 Disclosure requirements in ESRS covered by the undertaking’s sustainability statement This table MDR-P Policies adopted to manage material sustainability matters 3.2.1.3.A. Our response to the material Impacts, Risks and Opportunities 3.2.1.3.D. Policies, Action Plans, Metrics and Targets for E-S-G specific topics MDR-A Actions and resources in relation to material sustainability matters 3.2.1.3.A. Our response to the material Impacts, Risks and Opportunities 3.2.1.3.D. Policies, Action Plans, Metrics and Targets for E-S-G specific topics MDR-M Metrics in relation to material sustainability matters 3.2.1.3.A. Our response to the material Impacts, Risks and Opportunities 3.2.1.3.D. Policies, Action Plans, Metrics and Targets for E-S-G specific topics MDR-T Tracking effectiveness of policies and actions through targets 3.2.1.3.D. Policies, Action Plans, Metrics and Targets for E-S-G specific topics ESRS 2 GOV-3 Integration of sustainability-related performance in incentive schemes Renumeration report S: E1-1 Transition plan for climate change mitigation 3.2.2.3.C. Brunel’s transition plan ESRS 2 SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model 3.2.1.2.D. Brunel’s material topics defined 3.2.1.3.A. Our response to the material impacts, Risks and opportunities ESRS 2 IRO-1 Description of the processes to identify and assess material climate-related impacts, risks and opportunities 3.2.1.2.B. DMA approach and methodology IRO: E1-2 Policies related to climate change mitigation and adaptation 3.2.2.3.C Brunel’s transition plan IRO: E1-3 Actions and resources in relation to climate change policies 3.2.2.3.A. Strategy, governance and action plan relating to environment M: E1-4 Targets related to climate change mitigation and adaptation 3.2.2.3.C. Brunel’s transition plan M: E1-5 Energy consumption and mix – Energy intensity based on net revenue 3.2.2.4.A. E1-5 – Energy consumption mix Brunel International N.V. Annual Report 2024 73 report from the board of directors Description Reference in report M: E1-6 Gross scopes 1, 2, 3 and total GHG emissions / GHG Intensity based on net revenue 3.2.2.4.B. E1-6 – Gross Scopes 1, 2, 3 and total GHG emissions M: E1-7 GHG removals and GHG mitigation projects financed through carbon credits 3.2.2.4.C. E1-7 – Carbon credits M: E1-8 Internal carbon pricing n/a M: E1-9 Anticipated financial effects from material physical and transition risks and potential climate-related opportunities 3.2.2.3.B. Our business resilience analysis ESRS 2 SBM-2 Interests and views of stakeholders 3.2.1.2.C. Interests and views of stakeholders ESRS 2 SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model 3.2.1.2.D. Brunel’s material topics defined 3.2.1.3.A Our response to the material Impacts, Risks and Opportunities IRO: S1-1 Policies related to own workforce 3.2.3.3.A. Introduction to social metrics, targets and performance 3.2.3.2.I. Social dialogue IRO: S1-2 Processes for engaging with own workers and workers’ representatives about impacts 3.2.3.3.A. Introduction to social metrics, targets and performance 3.2.3.2.I Social dialogue IRO: S1-3 Processes to remediate negative impacts and channels for own workers to raise concerns 3.2.4.2.B. Code of conduct 3.2.4.2.D. Speak up channels and whistleblower procedure M: S1-5 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities 3.2.3.1.B. Our workforce and material impacts M: S1-6 Characteristics of the undertaking’s employee 3.2.3.3.C. S1-6 Characteristics of the undertaking’s employees M: S1-7 Characteristics of non-employees in the undertaking’s own workforce 3.2.3.3.C. S1-7 Characteristics of non-employees in the undertaking’s own workforce M: S1-8 Collective bargaining coverage and social dialogue 3.2.3.3.C. S1-8 Collective bargaining coverage and social dialogue M: S1-9 Diversity metrics 3.2.3.3.C. S1-9 Diversity M: S1-10 Adequate wages 3.2.3.3.C. S1-16 Renumeration metrics (pay gap and total renumeration) M: S1-11 Social protection 3.2.3.2.F. Human rights statement M: S1-12 Persons with disabilities 3.2.3.2.J. Diversity, impact & belonging M: S1-13 Training and skills development metrics 3.2.3.3.C. S1-13 Training and skills development metrics M: S1-14 Health and safety metrics 3.2.3.3.C. S1-14 Health and safety metrics M: S1-15 Work-life balance metrics 3.2.3.2.D. Work-life balance M: S1-16 Remuneration metrics (pay gap and total compensation) 3.2.3.3.C. S1-16 Renumeration metrics (pay gap and total renumeration) M: S1-17 Incidents, complaints and severe human rights impacts 3.2.3.3.C. S1-17 Incidents, complaints and severe human rights impacts ESRS 2 GOV-1 The role of the administrative, supervisory and management bodies 3.2.1.3.C. ESG governance and management impacts, risks and opportunities ESRS 2 IRO-1 Description of the processes to identify and assess material impacts, risks and opportunities 3.2.1.2.B. DMA approach and methodology G1-1 Business conduct policies and corporate culture 3.2.4.2.B. Code of conduct G1-2 Management of relationships with suppliers 3.2.4.2.E. Sustainable procurement and payment practices G1-3 Prevention and detection of corruption and bribery 3.2.4.2.C. Anti-corruption and bribery G1-4 Incidents of corruption or bribery 3.2.4.2.C. Anti-corruption and bribery G1-5 Political influence and lobbying activities 3.2.4.2. Overall approach to governance G1-6 Payment practices 3.2.4.2.E. Sustainable procurement and payment practices Brunel International N.V. Annual Report 2024 74 report from the board of directors 3.2.5.5. ESRS 2: Appendix B - List of datapoints in cross-cutting and topical standards that derive from other EU legislation Disclosure Requirement and related datapoint SFDR reference Pillar 3 reference Benchmark Regulation reference EU Climate Law reference Material / Not-material ESRS 2 GOV-1 Board’s gender diversity paragraph 21 (d) Indicator number 13 of Table #1 of Annex 1 Commission Delegated Regulation (EU) 2020/181612, Annex II Material ESRS 2 GOV-1 Percentage of board members who are independent paragraph 21 (e) Delegated Regulation (EU) 2020/1816, Annex II Material ESRS 2 GOV-4 Statement on due diligence paragraph 30 Indicator number 10 Table #3 of Annex 1 Material ESRS 2 SBM-1 Involvement in activities related to fossil fuel activities paragraph 40 (d) i Indicators number 4 Table #1 of Annex 1 Article 449a Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/245313 Table 1: Qualitative information on Environmental risk and Table 2: Qualitative information on social risk Delegated Regulation (EU) 2020/1816, Annex II Not material ESRS 2 SBM-1 Involvement in activities related to chemical production paragraph 40 (d) ii Indicator number 9 Table #2 of Annex 1 Delegated Regulation (EU) 2020/1816, Annex II Not material ESRS 2 SBM-1 Involvement in activities related to controversial weapons paragraph 40 (d) iii Indicator number 14 Table #1 of Annex 1 Delegated Regulation (EU) 2020/181814, Article 12(1) Delegated Regulation (EU) 2020/1816, Annex II Not material ESRS 2 SBM-1 Involvement in activities related to cultivation and production of tobacco paragraph 40 (d) iv Delegated Regulation (EU) 2020/1818, Article 12(1) Delegated Regulation (EU) 2020/1816, Annex II Not material ESRS E1-1 Transition plan to reach climate neutrality by 2050 paragraph 14 Regulation (EU) 2021/1119, Article 2(1) Material ESRS E1-1 Undertakings excluded from Paris-aligned Benchmarks paragraph 16 (g) Article 449a Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 Template 1: Banking Book Climate Change transition risk: Credit quality of exposures by sector, emissions and residual maturity Delegated Regulation (EU) 2020/1818, Article 12.1 (d) to (g), and Article 12.2 Material Brunel International N.V. Annual Report 2024 75 report from the board of directors Disclosure Requirement and related datapoint SFDR reference Pillar 3 reference Benchmark Regulation reference EU Climate Law reference Material / Not-material ESRS E1-4 GHG emission reduction targets paragraph 34 Indicator number 4 Table #2 of Annex 1 Article 449a Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 Template 3: Banking book – Climate change transition risk: alignment metrics Delegated Regulation (EU) 2020/1818, Article 6 Material ESRS E1-5 Energy consumption from fossil sources disaggregated by sources (only high climate impact sectors) paragraph 38 Indicator number 5 Table #1 and Indicator n. 5 Table #2 of Annex 1 Material ESRS E1-5 Energy consumption and mix paragraph 37 Indicator number 5 Table #1 of Annex 1 Material ESRS E1-5 Energy intensity associated with activities in high climate impact sectors paragraphs 40 to 43 Indicator number 6 Table #1 of Annex 1 Material ESRS E1-6 Gross Scope 1, 2, 3 and Total GHG emissions paragraph 44 Indicators number 1 and 2 Table #1 of Annex 1 Article 449a; Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 Template 1: Banking book – Climate change transition risk: Credit quality of exposures by sector, emissions and residual maturity Delegated Regulation (EU) 2020/1818, Article 5(1), 6 and 8(1) Material ESRS E1-6 Gross GHG emissions intensity paragraphs 53 to 55 Indicators number 3 Table #1 of Annex 1 Article 449a Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 Template 3: Banking book – Climate change transition risk: alignment metrics Delegated Regulation (EU) 2020/1818, Article 8(1) Material ESRS E1-7 GHG removals and carbon credits paragraph 56 Regulation (EU)2021/1119, Article 2(1) Material ESRS E1-9 Exposure of the benchmark portfolio to climate-related physical risks paragraph 66 risk paragraph 66 (a) Delegated Regulation (EU) 2020/1818, Annex II Delegated Regulation (EU) 2020/1816, Annex II Material ESRS E1-9 Disaggregation of monetary amounts by acute and chronic physical ESRS E1-9 Location of significant assets at material physical risk paragraph 66 (c). Article 449a Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 paragraphs 46 and 47; Template 5: Banking book – Climate change physical risk: Exposures subject to physical risk. Material Brunel International N.V. Annual Report 2024 76 report from the board of directors Disclosure Requirement and related datapoint SFDR reference Pillar 3 reference Benchmark Regulation reference EU Climate Law reference Material / Not-material ESRS E1-9 Breakdown of the carrying value of its real estate assets Article 449a Regulation (EU) No 575/2013; Material By energy- efficiency classes paragraph 67 (c). Commission Implementing Regulation (EU) 2022/2453 Paragraph 34;Template 2:Banking book -Climate change transition risk: Loans collateralised by immovable property – Energy efficiency of the collateral Not material ESRS E1-9 Degree of exposure of the portfolio to climate- related opportunities paragraph 69 Delegated Regulation (EU) 2020/1818, Annex II Not material ESRS E2-4 Amount of each pollutant listed in Annex II of the EPRTR Regulation (European Pollutant Release and Transfer Register) emitted to air, water and soil, paragraph 28 Indicator number 8 Table #1 of Annex 1 Indicator number 2 Table #2 of Annex 1 Indicator number 1 Table #2 of Annex 1 Indicator number 3 Table #2 of Annex 1 Not material ESRS E3-1 Water and marine resources paragraph 9 Indicator number 7 Table #2 of Annex 1 Not material ESRS E3-1 Dedicated policy paragraph 13 Indicator number 8 Table 2 of Annex 1 Not material ESRS E3-1 Sustainable oceans and seas paragraph 14 Indicator number 12 Table #2 of Annex 1 Not material ESRS E3-4 Total water recycled and reused paragraph 28 (c) Indicator number 6.2 Table #2 of Annex 1 Not material ESRS E3-4 Total water consumption in m3 per net revenue on own operations paragraph 29 Indicator number 6.1 Table #2 of Annex 1 Not material ESRS 2- IRO 1 - E4 paragraph 16 (a) i Indicator number 7 Table #1 of Annex 1 Not material ESRS 2- IRO 1 - E4 paragraph 16 (b) Indicator number 10 Table #2 of Annex 1 Not material ESRS 2- IRO 1 - E4 paragraph 16 (c) Indicator number 14 Table #2 of Annex 1 Not material ESRS E4-2 Sustainable land/ agriculture practices or policies paragraph 24 (b) Indicator number 11 Table #2 of Annex 1 Not material ESRS E4-2 Sustainable oceans /seas practices or policies paragraph 24 (c) Indicator number 12 Table #2 of Annex 1 Not material ESRS E4-2 Policies to address deforestation paragraph 24 (d) Indicator number 15 Table #2 of Annex 1 Not material ESRS E5-5 Non-recycled waste paragraph 37 (d) Indicator number 13 Table #2 of Annex 1 Not material ESRS E5-5 Hazardous waste and radioactive waste paragraph 39 Indicator number 9 Table #1 of Annex 1 Not material Brunel International N.V. Annual Report 2024 77 report from the board of directors Disclosure Requirement and related datapoint SFDR reference Pillar 3 reference Benchmark Regulation reference EU Climate Law reference Material / Not-material ESRS 2- SBM3 - S1 Risk of incidents of forced labour paragraph 14 (f) Indicator number 13 Table #3 of Annex I Not material ESRS 2- SBM3 - S1 Risk of incidents of Child labour paragraph 14 (g) Indicator number 12 Table #3 of Annex I Not material ESRS S1-1 Human rights policy commitments paragraph 20 Indicator number 9 Table #3 and Indicator number 11 Table #1 of Annex I Material ESRS S1-1 Due diligence policies on issues addressed by the fundamental International Labor Organisation Conventions 1 to 8, paragraph 21 Delegated Regulation (EU) 2020/1816, Annex II Material ESRS S1-1 Processes and measures for preventing trafficking in human beings paragraph 22 Indicator number 11 Table #3 of Annex I Material ESRS S1-1 Workplace accident prevention policy or management system paragraph 23 Indicator number 1 Table #3 of Annex I Material ESRS S1-3 Grievance/complaints handling mechanisms paragraph 32 (c) Indicator number 5 Table #3 of Annex I Material ESRS S1-14 Number of fatalities and number and rate of work related accidents paragraph 88 (b) and (c) Indicator number 2 Table #3 of Annex I Delegated Regulation (EU) 2020/1816, Annex II Material ESRS S1-14 Number of days lost to injuries, accidents, fatalities or illness paragraph 88 (e) Indicator number 3 Table #3 of Annex I Material ESRS S1-16 Unadjusted gender pay gap paragraph 97 (a) Indicator number 12 Table #1 of Annex I Delegated Regulation (EU) 2020/1816, Annex II Material ESRS S1-16 Excessive CEO pay ratio paragraph 97 (b) Indicator number 8 Table #3 of Annex I Material ESRS S1-17 Incidents of discrimination paragraph 103 (a) Indicator number 7 Table #3 of Annex I Material ESRS S1-17 Non respect of UNGPs on Business and Human Rights and OECD paragraph 104 (a) Indicator number 10 Table #1 and Indicator n. 14 Table #3 of Annex I Delegated Regulation (EU) 2020/1816, Annex II Delegated Regulation (EU) 2020/1818 Art 12 (1) Not material ESRS 2- SBM3 – S2 Significant risk of child labour or forced labour in the value chain paragraph 11 (b) Indicators number 12 and n. 13 Table #3 of Annex I Not material ESRS S2-1 Human rights policy commitments paragraph 17 Indicator number 9 Table #3 and Indicator n. 11 Table #1 of Annex 1 Not material ESRS S2-1 olicies related to value chain workers paragraph 18 Indicator number 11 and n. 4 Table #3 of Annex 1 Not material ESRS S2-1 Non-respect of UNGPs on Business and Human Rights principles and OECD guidelines paragraph 19 Indicator number 10 Table #1 of Annex 1 Delegated Regulation (EU) 2020/1816, Annex II Delegated Regulation (EU) 2020/1818, Art 12 (1) Not material Brunel International N.V. Annual Report 2024 78 report from the board of directors Disclosure Requirement and related datapoint SFDR reference Pillar 3 reference Benchmark Regulation reference EU Climate Law reference Material / Not-material ESRS S2-1 Due diligence policies on issues addressed by the fundamental International Labor Organisation Conventions 1 to 8, paragraph 19 Delegated Regulation (EU) 2020/1816, Annex II Not material ESRSS2-4 Human rights issues and incidents connected to its upstream and downstream value chain paragraph 36 Indicator number 14 Table #3 of Annex 1 Not material ESRS S3-1 Human rights policy commitments paragraph 16 Indicator number 9 Table #3 of Annex 1 and Indicator number 11 Table #1 of Annex 1 Not material ESRS S3-1 Non- respect of UNGPs on Business and Human Rights, ILO principles or and OECD guidelines paragraph 17 Indicator number 10 Table #1 Annex 1 Delegated Regulation (EU) 2020/1816, Annex II Delegated Regulation (EU) 2020/1818, Art 12 (1) Not material ESRS S3-4 H uman rights issues and incidents paragraph 36 Indicator number 14 Table #3 of Annex 1 Not material ESRS S4-1 Policies related to consumers and end- users paragraph 16 Indicator number 9 Table #3 and Indicator number 11 Table #1 of Annex 1 Not material ESRS S4-1 Non-respect of UNGPs on Business and Human Rights and OECD guidelines paragraph 17 Indicator number 10 Table #1 of Annex 1 Delegated Regulation (EU) 2020/1816, Annex II Delegated Regulation (EU) 2020/1818, Art 12 (1) Not material ESRS S4-4 H uman rights issues and incidents paragraph 35 Indicator number 14 Table #3 of Annex 1 Not material ESRS G1-1 United Nations Convention against Corruption paragraph 10 (b) Indicator number 15 Table #3 of Annex 1 Not material ESRS G1-1 Protection of whistle-blowers paragraph 10 (d) Indicator number 6 Table #3 of Annex 1 Material ESRS G1-4 ines for violation of anti- corruption and anti-bribery laws paragraph 24 (a) Indicator number 17 Table #3 of Annex 1 Delegated Regulation (EU) 2020/1816, Annex II) Material ESRS G1-4 Standards of anti-corruption and anti-bribery paragraph 24 (b) Indicator number 16 Table #3 of Annex 1 Material Brunel International N.V. Annual Report 2024 79 report from the board of directors 3.2.5.6. Clarification of ESG reporting and data A. General reporting process ESG reporting is led by the Corporate Finance and Control department. Brunel makes use of a standardized ESG Reporting Manual. Data is reported by Brunel entities through our consolidation software. Reported data is verified internally before being provided to our external assurance provider for review. Further details on the reporting and governance of ESG reporting is captured in paragraph ESG Governance and management of Impacts, Risks and Opportunities. B . Environmental reporting Brunel is a global service provider specializing in connecting highly skilled professionals with companies across various industries. As a people-driven organization, Brunel’s emissions are closely tied to its operational activities, including the intensive use of lease and rental cars, employee commuting, business flights, personal transport, and energy use in rented properties for electricity and heating. CO₂ emissions (E1-6) We report our emissions as per the methods set out in the GHG Protocol. Under the GHG Protocol, emissions are categorized into Scope 1, 2, and 3. Scope 1 focuses on direct emissions, mainly from company facilities and vehicles. Scope 2 captures indirect emissions resulting from purchased electricity and district heating. Scope 3 focuses on all other indirect emissions that occur in a company’s value chain. We only report on CO₂ emissions as part of the GHG protocol. Aside from categorizing emissions into three scopes, the GHG Protocol also provides guidance on how to set organizational boundaries as regards to emissions reporting. We report on emissions from all entities over which we have financial control, as per the organizational boundary-setting methodology under the GHG Protocol. Consequently, our reporting includes emissions from owned as well as leased assets. Scope 1 emissions The reported Scope 1 emission figures have been carefully computed. Under the GHG Protocol, several calculation methods are proposed. The most accurate reporting is achieved by using the asset-specific method, which considers actual emissions from individual assets. Brunel has applied this method. Brunel International N.V. Annual Report 2024 80 report from the board of directors Emissions originating from our facilities A portion of our Scope 1 emissions from fossil fuel consumption have been reported from office heating. These emissions are reported based on landlord reports. Reporting these emissions in scope 1 is ambitious, since Brunel controls these emissions far less than its landlords. To make the translation from consumption figures to emissions, we relied primarily on emission factors for each type of consumed fuel as reported by the U.K. Department for Environment, Food and Rural Affairs (Defra). Emissions originating from our vehicle fleet Our vehicles contribute heavily to our Scope 1 emissions. We operate a fleet of leased and rental passenger vehicles. We have collected consumption data for all leased and rented passenger vehicles. Fuel consumption is converted to emissions using established emission factors per fuel source. Scope 2 emissions Scope 2 includes our indirect emissions from purchased electricity and district heating. These emissions center around our leased office locations and leased accommodations, as well as the charging of our leased electric passenger vehicles. Emissions originating from our facilities and accommodations Actual consumption data was available for most of our offices. Data on the consumption of electricity, heating, and cooling, was collected from consumption meters, invoices, and bills, where applicable. Conversion factors – location based. Location-based emissions from purchased electricity and district heating are computed using grid average emission factors per country. The location based method does not allow for the consideration of contractual instruments, such as guarantees of origin. This leads us to overestimate the impacts of renewables and underestimate the impacts of regular (grey) electricity. Conversion factors – market based Conversely, using the market-based method, we take the renewable energy certificates in place for our renewable energy consumption in offices in for example the Netherlands into consideration, which lowers our overall footprint. It is Brunel’s intend to only account for renewable energy related emissions when Brunel is entitled to those lower emissions. Consequently, if Brunel has not actively sourced validated renewable energy, conversion factors must reflect an energy mix without renewable energy content. We consider nuclear energy as ‘ renewable’ from a CO₂-eq emissions perspective. IEA conversion factors are based on the average energy mix within a national grid. However, if this average resulted in electricity with renewables or nuclear, we referenced a construed grey energy mix instead. This grey energy mix is a combination of grey energy sources in Germany in 2023. Renewable energy, with Guarantees of Origin, is multiplied with the wind energy conversion factor. Emissions originating from our vehicle fleet We have collected electricity consumption data for all EV and plug-in hybrid electric (PHEV) vehicles in our fleet. We receive lease fleet operator reports on the electricity and fuel consumption for cars in the lease car fleet. Electricity consumption is converted to emissions using the wind energy conversion factor, supported with Guarantees of Origin. Scope 3 emissions For Scope 3 emissions we report on those categories that have been assessed to be material. All other Scope 3 categories (e.g. use of sold products) have been assessed not to be material or relevant for the group. The applied methodologies for calculating emissions for each of the categories are explained below: Business travel Emissions from business travel includes emissions from air travel and business travel using private cars. The emissions for air travel are calculated by multiplying passenger kilometre per type of flight haul and seat class with specific conversion factors as given by UK’s DEFRA. The emissions for Business travel are based on management assumptions regarding business kilometres using private cars multiplied with specific conversion factors as given by the UK’s DEFRA. Employee commute Emissions from employee commutes were calculated using inputs such as actual or estimated data on commuting distance, mode of transport, frequency of commuting, and emission factors from the U.K. Department for Environment, Food and Rural Affairs (Defra). The table below gives an overview of what parts of the Brunel value chain are included and in which environmental metric. More specific definitions and scope limitations are given in paragraph ‘definitions’. Brunel International N.V. Annual Report 2024 81 report from the board of directors Upstream Brunel Downstream Suppliers Workforce / operations Clients Notes Scope 1 emissions 1.1. Stationary Combustion X V X 1.2. Mobile Combustion X V X 1.3. Process Emissions X X X 1.4. Fugitive Emissions X X X Scope 2 emissions 2.1. Purchased Electricity V X X 2.2. Purchased Steam X X X 2.3. Purchased Heating V X X 2.4. Purchased Cooling X X X Scope 3 emissions 3.1. Purchased goods and services X X X 1 3.2. Capital goods V X X 2 3.3 Fuel and energy-related Activities X X X 3 3.4. Upstream transportation and distribution X X X 4 3.5. Waste generated in operations X X X 5 3.6. Business travel V V X 6 3.7. Employee commuting X V X 7 3.8. Upstream leased assets V V X 8 3.9. Downstream transportation X X X 9 3.10. Processing of sold products X X X 10 3.11. Use of sold products X X X 11 3.12. End-of-life treatment of sold products X X X 12 3.13. Downstream leased asset X X X 13 3.14. Franchises X X X 14 3.15. Investments X X X 15 X = Not deemed relevant or material and not captured in data V = Deemed relevant or material and captured in data Notes 1 As a staffing agency, the vast majority of costs relate to direct/indirect staff. Purchased goods and services concern office paper, IT, audit & consultancy services. Given the contribution of this category of costs to Brunel’s overall costs and in light of Brunel’s business model we consider this to be immaterial and exclude it from reporting 2 Capital goods include the production of windturbines for our renewable wind energy sources 3 Fuel and energy related activities have been included in scope 1 for convenience. This will be split up in 2025 4 Not considered material to Brunel’s scope 3 GHG. Workforce transportation covered in scope 1 and scope 3-6 and scope 3-7 5 Brunel operates offices which only generate office waste. Not considered material to Brunel’s scope 3 GHG 6 This category contains air travel and private car business travel emissions, that dominate Brunel’s total footprint 7 This category contains employee commuting emissions, namely from vehicles 8 Not applicable for Brunel as it doesn’t have upstream leased assets 9 Not applicable for Brunel as it doesn’t have physical products given its business model 10 Not applicable for Brunel as it doesn’t have physical products given its business model 11 Not applicable for Brunel as it doesn’t have physical products given its business model 12 Not applicable for Brunel as it doesn’t have physical products given its business model 13 These are the office buildings and accommodations leased by Brunel, temporarily reported under scope 1 and 2 14 No franchises within Brunel 15 Brunel holds no investments Brunel International N.V. Annual Report 2024 82 Emission intensity per net revenue Emission intensity per net revenue is calculated as the total GHG emissions, location-based or market-based, divided by the net revenue, reconciled with the figure for revenue as presented in our Consolidated statement of income, included in the Financial statements, on page 140. Emission intensity per headcount Emission intensity per FTE is calculated by dividing the sum of Scope 1, market-based Scope 2, and Business travel and Employee commute Scope 3 emissions with the headcount per 31 December 2024. C. Social reporting Data relating to social metrics is derived from HR accounts as maintained by each Brunel business. For Brunel’s workforce and where ESRS allows either FTE or headcount as a unit of measure, Brunel always reports actual headcount. Reported figures are per the financial balance sheet date. Item Definition Total number of employees The headcount of our permanent employees, temporary employees and non-guaranteed hours employees. Employees are defined as individuals who have an employment relationship with the firm as of 31 December. Direct workforce Direct workforce are those employees and contractors of an entity that are billed to an external client Indirect workforce Indirect workforce are those employees and contractors whose time is not billable to a client. Company Monitor and employee engagement score Brunel employs the company monitor for employee surveys. MeyerMonitor’s 5-step Strategy Engagement approach provides a strategy that is transferable and owned by the organization. Details on the composition and methodology behind the survey van be found on the website of the Meyer Monitor: https://www.meyermonitor.com/. All employees are invited to participate in this annual survey. This survey is facilitated and analysed by an independent third party to maintain impartiality. The results of the annual survey are reviewed by management at all levels and shared with the entire workforce. Indirect employee Any person having an employment contract for either a determined or undetermined period with a Brunel entity & who is hired to work internally on Brunel entity responsibilities and/or projects. Compensation is typically done through payrolling of the individual involved. Examples include: • Brunel sales / Account Managers • Brunel finance assistants • Brunel Global IT Support • Brunel managing Directors Non-employees / Contractors Persons not employed by Brunel but hired for the duration of a project as a contractor. In this case Brunel will have a contractual agreement, not being an employment contract, with the contractor under which the contractor provides labour, services or technical knowledge. Permanent employees The headcount of our employees with a permanent contract as of 31 December. Temporary employees All employees who have determined terms of employment with Brunel up to 12 months. The terms of employment include a include a fixed number of hours per period (higher than 0). If individuals with a determined employment contract do not work due to absence/illness/other reasons etc and subsequently due to their employment contract still get paid for that period, they typically fall within the category of temporary employee and NOT within the category of non-guaranteed hours employee. Non-guaranteed hours employees Non-guaranteed hours employees are employed by the undertaking without a guarantee of a minimum or fixed number of working hours. Total employee turnover The headcount of employees who have left the organisation voluntarily or due to dismissal retirement or death in service during the reporting period. The rate is calculated as a percentage of the headcount per reporting date. Participation regular performance and career development: The number of evaluated employees as a percentage of total employees. The evaluation of employees is based on criteria known to them and their superior undertaken within the knowledge of the employee (at least once a year). Number of work-related incidents of discrimination All incidents reported to management and confirmed to be a non-conformity of Brunel’s code of conduct. report from the board of directors Brunel International N.V. Annual Report 2024 83 report from the board of directors Item Definition Number of work-related complaints filed All complaints reported through the SpeakUp line and/or HR manager/representative and/or line management. Total value of fines as a result of work-related incidents Total amount paid related to fines, penalties, and compensation for damages related to incidents of discrimination Total remuneration Ratio Total annual remuneration of the Brunel International CEO / median annual remuneration of the employees. Gender distribution top management Top Management is defined as the Board plus the Executive Leadership Team plus Global Leadership Team. Number of fatalities Number of accidents where the injured party passes away directly after the accident or up to 12 months after the accident, due to the accident. Number of lost time injuries All non-fatal accidents that lead for the injured party to an inability to perform: • Regular duties; and • (a substantial part of) another meaningful and pre-established regular job on the next allocated working day after the day of the accident. Number of medical treatment injuries All non-lost time accidents which necessitate professional medical treatment (e.g. in clinics, hospitals by trained doctors, nurses and such) other than first aid. After treatment, the injured party is able to continue his regular duties during the same shift or directly upon start of the next scheduled shift. Number of Alternate Duty Injuries A work-related injury or illness (other than an LTI) which results in a person being unfit to perform the regular job but can still perform other duties in either a part time or full time capacity any day after the injury or illness as determined by the current medical certificate. Total Recordable Accidents Sum of all fatalities, lost time injuries, medical treatment injuries and alternate duty injuries Total days lost Lost time is defined as the total number of calendar days, between the day the Injury occurrence and the day the injured employee resumes work related activities. HSE management coverage The number of workforce members expressed in headcount as per the reporting date who fall under the reporting entity’s Health And Safety Policy and management system, including directives, standards, rules of behaviour and event investigation and reporting. Number of severe human rights incidents where the organisation played a role securing remedy for those affected Securing remedy for those affected by severe human rights incidents where Brunel played a role, caused or contributed to the incidents. Senior Management The Executive Leadership Team, the Global Leadership Team and the direct reports to these teams. For purposes of the diversity ratio, this group excludes the members of the Supervisory Board. Executive Leadership Team (ELT) This team consists of: • CEO • CFO • Managing director(s) of operations • Global Head of People & Culture • Global Head of IT & Digital Global Leadership Team (GLT) This team consists of: • ELT • Global Head of Marketing • Global Head of Finance and Control • Global Head of Legal • Global head of Sales Enablement • Regional Director - DACH • Regional Director - NL • Regional Director - MEI • Regional Director E&A • Global Head of Commercials • Director Investor Relations • Global head of Digital Brunel International N.V. Annual Report 2024 84 report from the board of directors D. Governance reporting Item Definition Number of complaints filed through channels for people in the organisation’s own workforce to raise concerns (excluding discrimination): All complaints reported through the SpeakUp line and/or HR and/or line management channels relating to working conditions, equal treatment opportunities, other work related rights. Confirmed incidents of corruption Incidents of corruption that have been substantiated in a final publicly reported regulatory or court adjudication, as of 31 December. Confirmed incidents of corruption do not include incidents of corruption that are still under investigation in the reporting period. Incidents of corruption and bribery are reported through line-management, through HR channels or through the SpeakUp line. Compliance % Annual update Ethics and Compliance training Number of indirect employees that completed the training at reporting date as a percentage of total indirect employees. Data is derived from the central Learning Management System and is based on completed training per year-end. Total amount of fines for violation of anti-corruption and anti-bribery laws The total amount of monetary losses incurred by Brunel during the reporting period as a result of final, publicly reported regulatory or court adjudications against Brunel and/or the Brunel employees and contractors relating to allegations of fraud, insider trading, anti-trust, anti- competitive behaviour, market manipulation, malpractice or violations of other related laws or regulations. Total value of fines for violation of anti-corruption and anti-bribery The local currency total amount of fines for irrevocable convictions related to violation of anti- corruption and anti- bribery laws Number of anti-corruption and anti-bribery convictions The number of irrevocable convictions for violation of anti-corruption and anti- bribery laws. Number of fines for violation of anti-corruption and anti-bribery laws The total number of fines incurred by Brunel during the reporting period as a result of final, publicly reported regulatory or court adjudications against Brunel and/or the Brunel employees and contractors relating to allegations of fraud, insider trading, anti-trust, anti-competitive behaviour, market manipulation, malpractice or violations of other related laws or regulations. Anti-bribery & anti-corruption training – In headcount The number of indirect employees who are employed by Brunel per reporting date and who have participated in structured training on the topic of anti-bribery & anti-corruption training in the last year. Brunel International N.V. Annual Report 2024 85 3.2.6. Other relevant information 3.2.6.1. Brunel Foundation Since its establishment in 2012, the Brunel Foundation has been a catalyst for positive change, driving sustainability, inclusivity, and social responsibility. Our mission is to create a better future for professionals and a healthier planet for future generations. We focus on impactful initiatives: promoting sustainable behaviors, unlocking the potential of neurodiverse talent, and restoring the planet through tree planting and environmental clean-ups. Building new habits At the core of our efforts is the belief that small, consistent actions lead to meaningful change. Brunellers are encouraged to adopt sustainable habits, from using reusable water bottles to championing Plastic Free July. • Flagship Initiative: ConsciousDress Created in collaboration with Vanhulley, the ConsciousDress transforms old Brunel materials into a stunning piece of wearable art inspired by ocean waves. This initiative blends sustainability with innovation, raising awareness about the impact of individual choices. Amplified by Artificial Intelligence, this global campaign inspires sustainable habits and actions. Participated in the Volvo Ocean Race 2018 (also in 1997, 2005, 2015) brunel milestones This Dress to Consciousness transforms old Brunel materials, including Volvo Ocean Race 2017-2018 banners, into a wave-inspired design. A collaboration with Vanhulley and fashion students, it symbolizes resilience, sustainability, and honoring the past to shape a better future. Read more at www.brunel.net/en/blog/sustainability/conscious-dress Brunel International N.V. Annual Report 2024 86 report from the board of directors Trash ‘n trace Through the Trash ‘n Trace initiative, Brunel colleagues worldwide have demonstrated their commitment to environmental stewardship by participating in clean-up events. From office surroundings to beaches and schoolyards, these efforts have: • Removed waste from diverse environments. • Encouraged participants to adopt sustainable behaviors in their daily lives. • Inspired communities, partners, and organizations to join us in our mission for a cleaner planet. Future professionals Education and inspiration are key to building a sustainable future. Our partnership with OffshoreWind4Kids introduces children aged 8–12 to renewable energy through interactive workshops. Supported by Taylor Hopkinson, this program has reached over 2,972 young learners globally. • Workshops inspire awareness of sustainability and future industries. • Activities ensure inclusivity, offering opportunities for children of all backgrounds to participate and thrive. Robyn Bell and Craig Freschini, our colleagues from Taylor Hopkinson’s Glasgow office, are joining the Trash’n Trace initiative. Brunel International N.V. Annual Report 2024 87 report from the board of directors Brunel foundation forest Through our partnership with EcoMatcher, the Brunel Foundation Forest comprises 19,000 trees across eight regions. This initiative not only combats climate change but symbolizes growth, renewal, and a shared commitment to sustainability. • Trees are gifted to welcome new employees, celebrate milestones, and mark special events. • Each tree fosters a sense of collective responsibility and provides lasting environmental benefits for generations. Autism awareness Diversity is at the heart of inclusion, and understanding neurodiversity is essential. The Brunel Foundation promotes autism awareness through webinars, panel discussions, and personal storytelling, breaking down misconceptions and unlocking the unique strengths of individuals on the autism spectrum. • Inspirational sessions foster mutual understanding and create inclusive workplaces. • Programs empower individuals to thrive and succeed at their own pace. Looking ahead The Brunel Foundation will expand its impact through: • New Partnerships: Collaborating with like-minded organizations to drive sustainability and inclusion. • Enhanced Employee Engagement: Increasing participation in foundation activities globally. • Strengthened Infrastructure: Supporting regional efforts to give back to communities. Highlights 2024 Brunel Foundation Inspiring Future Professionals with OffshoreWind4Kids Supported by Taylor Hopkinson This initiative has reached 2,972 children aged 8-12 globally Encouraging the next generation to explore opportunities in offshore wind and renewable energy Brunel International N.V. Annual Report 2024 88 Brunel International N.V.’s understanding of corporate governance is based on applicable laws, the rules and regulations applicable to companies listed on the NYSE Euronext Amsterdam stock exchange and the Dutch Corporate Governance Code (the “Code”). The Code contains principles and best practices on the governance of listed companies and their accountability to their shareholders on this topic. The full text of the Code is available on www.mccg.nl. Compliance and continuation This chapter describes the principal aspects of Brunel’s corporate governance structure and how the Code is applied. If applicable, explanations for deviating from the Code’s best practice stipulations are provided. The Board of Directors and Supervisory Board are responsible for maintaining the corporate governance structure and for ensuring compliance with that structure. They render joint account on these issues to the General Meeting of Shareholders. The Supervisory Board and Board of Directors’ regulations are published on the company’s website. The key aspects of Brunel’s corporate governance structure and compliance with the Code will be submitted for discussion at the 2025 Annual General Meeting. The corporate governance structure at Brunel and the deviations from the Code are based on current conditions and views within Brunel. Conditions may change which may lead to adjustments in the structure and in the way in which Brunel complies with the Code. Every substantial change to the corporate governance structure of the company will be submitted to the General Meeting of Shareholders for discussion on a separate agenda item. Brunel’s view and strategy on the central feature of sustainable long-term value creation and the realisation thereof, are explained in the report of the Board of Directors. The Board of Directors’ report also describes the company’s risk appetite and the integration of risk management and internal control systems into the work processes. Board of Directors Tasked with the management of the company, the Board of Directors is responsible for setting Brunel’s purpose, vision, strategy and focus on sustainable long-term value creation; execution of its implementation; taking responsibility for Brunel’s overall results and addressing corporate responsibility issues. The Board of Directors operates in accordance with the interests of Brunel and is to that end required to consider all appropriate interests associated with the company. The Board of Directors is responsible for complying with all relevant primary and secondary legislation, the risk profile associated with the strategy, the corporate responsibility issues relevant to the company, its financing, and its external communications. The Board of Directors is required to report developments on the abovementioned subjects to and discuss the internal risk management and control systems with Brunel’s Supervisory Board and its Audit Committee. Supervisory Board Brunel’s Articles of Association determine that the Supervisory Board consists of a minimum of three members. The Supervisory Board is charged with supervising the Board of Directors and the general course of affairs of Brunel, as well as advising the Board of Directors. The Supervisory Board evaluates the corporate structure, and the control mechanisms established by the Board of Directors. In performing its duties, the Supervisory Board takes into account the relevant interest of the company’s stakeholders, and, to that end, consider all appropriate interests associated with the company. Members of the Supervisory Board perform their duties without mandate and independent of any particular interest in the business of the company. The Supervisory Board is responsible for the quality of its own performance and for this purpose annually reviews its performance. The responsibility for proper performance of its duties is vested in the Supervisory Board as a whole. Brunel ensures that there are structured reporting lines to the Supervisory Board. The Audit Committee assists the Supervisory Board in fulfilling its supervisory 3.3 Corporate governance Brunel International N.V. Annual Report 2024 89 report from the board of directors responsibilities for the integrity of the financial- and sustainability reporting processes, the system of internal business controls and risk management, the external audit process, the external auditor’s qualifications, independence and performance. The Chair of the Supervisory Board ensures the proper functioning of the Board and its Committees and acts on behalf of the Supervisory Board as the main contact for the Board of Directors. The Vice-Chair replaces the Chair when required and acts as contact for the other Board members concerning the functioning of the Chair. The Supervisory Board regulations and the resignation schedule are posted on the company’s website, www.brunelinternational.net. Diversity, Inclusion & Belonging Every day, we are committed to an inclusive workforce, and we understand diversity and inclusion are essential for a successful working culture, business and community. Leading an inclusive culture is key to set the tone and example. Both the Board of Directors and the Supervisory Board acknowledge the added value of diversity in a broader context, and male/female diversity in particular. Brunel’s current diversity and inclusion policy, and the policy regarding the Supervisory Board and Board of Directors have been implemented with this in mind. The action plan specified measures to implement the policy and target figures for the Board of Directors and the sub-top. Because Brunel is a listed company, the company has a so-called appointment quota rather than a target figure for the Supervisory Board. “Brunel, a specialised end-to-end service provider for technically complex projects, is accelerating towards growth and success. Our Solutions Hubs manage either different aspects or the entirety of our clients’ pioneering projects. Each Solutions Hub specialises in distinct areas. In Munich, we run advanced digital simulations of industry environments to test processes, identify and resolve issues and thus optimise our clients’ operations. In an increasingly complex world, companies demand flexible and customised solutions. By combining the engineering skills and IT expertise of our specialists, we bring a holistic perspective to our clients’ challenges. This synergy allows us to offer comprehensive solutions that address their unique needs, ensuring the flawless execution and success of their projects.” Almedin Visnjic Solutions Hub Manager DACH-CZ Brunel International N.V. Annual Report 2024 90 report from the board of directors Board of Directors Number of Board of Directors members at year-end 2024: 1 Number of women: 0 Target percentage of women At least 25% Target percentage of men At least 25% Considering the composition, a target figure of at least 25% female representation in the Board of Directors is deemed appropriate and ambitious. In 2024, there was a vacancy for the CEO position which has been filled by the former CFO, leaving a vacancy for the CFO position. The Supervisory Board is responsible for the composition of the Board of Directors. The Supervisory Board proposes to appoint Toine van Doremalen as CFO for a period of four years at the Annual General Meeting of Shareholders on 15 May 2025. Specific attention is paid to the female candidates: at least 50% of the candidates on the longlist should be female. The Supervisory Board strives to have at least 50% of the candidates on the shortlist be female as well. As in the new operating model the Board of Directors is assisted by the Executive Leadership Team (‘ELT’) that includes two Managing Directors of Operations (Management & Staff), the COO position in the Board of Directors remained unfilled after Graeme Maude stepped down as Director. Sub-top The Board of Directors is responsible for diversity in the sub-top. Recruitment of candidates for the sub-top, defined as jobs that are part of the company’s ELT, is done by Board of Directors with guidance from the global People & Culture department. The latter department maintains the following guiding principles for recruitment that should broadly foster diversity: • Working method in recruitment involving conscious focus on diversity when filling vacancies. • The language used in vacancies will be focused on the target group: meaning men or women, cultural background or young people. • Recruitment agencies are aware of our need for diversity in the workforce, without the need for concrete agreements. • The aim is for at least 50% of the candidates invited, whether or not they were found through a search agency, are women. There is a caveat for this in that it is difficult for certain technical jobs, given the number of women with certain technical educations. The sub-top is composed of officers who are part of the senior management. As per year-end 2024, the sub- top comprised 4 employees, 2 of whom were female. Number of members sub-top at year-end 2024 4 Number of women 2/50% Target for percentage of women at least 40% Target for percentage of men at least 40% Supervisory Board In the profile is stated that the Supervisory Board seeks a balanced composition, taking into account the aspects relevant for the company, such as nationality, age, gender and background in terms of education and career experience. If there is a vacancy in the Supervisory Board, the selection procedure will be prepared and guided by the Remuneration and Appointments Committee. The selection will be carried out by a search agency. In the commissioning, specific attention is paid to the female candidates: at least 50% of the candidates on the longlist should be female. The Supervisory Board strives to have at least 50% of the candidates on the shortlist be female as well. In May 2024, the vacancy for expansion of the Supervisory Board was filled by Ms Kleinsman. Mr Spee was succeeded by Mr Kuiper per December 2024. As per year-end 2024, the Supervisory Board consists of two men (50%) and two women (50%), complying with the legal requirement of at least one-third of each gender. Structure and shares The authorised capital of Brunel International N.V. is EUR 5,998,000 divided into 199,600,000 ordinary shares and one priority share. The par value of the ordinary shares is EUR 0.03 each. On 31 December 2024 the number of outstanding shares was 50,453,752. Priority share The priority share, which has a par value of EUR 10,000, has been issued to Stichting Prioriteit Brunel, subject to the condition precedent that the majority Brunel International N.V. Annual Report 2024 91 report from the board of directors shareholder loses its majority share in Brunel’s share capital. The priority share will be fully paid up as soon as the issue becomes unconditional. The protective stipulations are included in the Articles of Association of Brunel and are posted on the company’s website. Majority shareholder According to The Netherlands Authority for the Financial Markets (AFM) register on notification of substantial holdings, Brunel founder Mr J. Brand directly or indirectly holds a capital interest of approximately 60,05%, with corresponding voting rights. Annual General Meeting of Shareholders Brunel is required to hold an Annual General Meeting of Shareholders within six months after the end of the financial year in order to, among other things, adopt the Annual accounts and to decide on any proposal concerning dividends. Further to Dutch law, the release from liability of the members of the Board of Directors and release from the liability of Supervisory Board members for the performance of their respective duties during the financial year are also agenda items for this meeting. Voting rights Each shareholder has the right to attend General Shareholder’s Meetings, either in person or by written or electronic proxy, to address the meeting and to exercise voting rights, subject to the provisions of Brunel’s Articles of Association. An eligible shareholder has the aforementioned rights if registered as shareholder on the applicable record date as set by the Board of Directors. Each of the shares in Brunel’s share capital carries the right to cast one vote. Unless otherwise required by Dutch law or Brunel’s Articles of Association, resolutions are passed by a simple majority of votes cast by the shareholders present or represented at the meeting. Independent auditor On May 16, 2024 the Annual General Meeting has appointed EY Accountants B.V. as the external auditor for the audit of the financial statements over 2024. Amendment to the articles of association Amendment to Brunel’s Articles of Association can take place upon a proposal of the Board of Directors approved by the Supervisory Board and adopted by the General Meeting of Shareholders. A proposal to amend the Articles of Association must be stated in a notice convening a General Meeting of Shareholders. The proposal shall be passed upon an absolute majority of the votes cast in the General Meeting of Shareholders. The Articles of Association were last amended by the general meeting of shareholders of May 14, 2020. Governance statement The corporate governance statement (as referred to in article 2(a) in conjunction with articles 3 through 3(b) of the decree on the contents of the management board report and including the information required under Article 10 of the Takeover Directive can be found on the Company’s website www.brunelinternational.net. Deviations from the Dutch corporate governance code Best practice provision 4.2.3 Information for analysts, shareholders, the press and other parties in the financial markets is provided in accordance with the relevant recommendations in the Code. However, Brunel does not entirely comply with the public nature of meetings, for example through transmission on the internet, as we believe this implies a disproportionate burden for our organisation. Best practice provision 4.3.3 In 2005, the General Meeting of Shareholders decided to discontinue the adoption of the rules applicable to the full two-tier board structure (“structuurregime”). The Supervisory Board was granted the right to submit a binding nomination in the case of the appointment of Directors and Supervisory Directors. In deviation from best practice provision 4.3.3. such nomination may only be rejected by the General Meeting of Shareholders by means of a two-thirds majority of votes cast, representing more than half the issued capital. These criteria were prescribed as the Supervisory Board considered it necessary, considering Brunel’s specific circumstances, to ensure that its position is as strong as possible in the current structure. Brunel International N.V. Annual Report 2024 92 Strategic approach to risk management The Board of Directors supervises risk management for Brunel’s strategy and operations. Brunel entities identify and manage risks with support from regional financial control and the CFC department, following a global and regional steering model. The Board of Directors regularly reviews the risk framework, assesses top risks, and communicates and implements actions throughout the organisation. Brunel regards risk management as a value-creating activity, emphasising long-term sustainable management. The Board of Directors places importance on controlling strategic, operational, compliance, commercial, financial and fraud risks to achieve goals and ensure business continuity. Risk appetite is reevaluated annually to align with the evolving strategy. Specifically, Brunel reinforces its management of fraud risks, especially as the rapid development of AI increases the complexity of threats, such as data breaches and online scams. Our measures include incident reporting, enhanced IT security, and employee awareness initiatives. Internal fraud risks are addressed in meetings of financial controllers. The Board of Directors holds annual discussions on risk management with the audit committee, Supervisory Board, and external auditor. In this reporting cycle, no material risks or uncertainties affecting Brunel’s continuity for the next twelve months have been identified. Align risk appetite and strategy The Board of Directors defines the risk appetite of Brunel, i.e. the level of risk that Brunel is willing to take in order to achieve its objectives, and sets the risk appetite by our strategy, Code of Conduct, company values, authority schedules and policies. The following risk categories fully align with Brunel’s strategy, purpose, vision and core values. Risk category Risk description Risk appetite Strategic risks Risks which affect or are created by Brunel’s business strategy and could affect Brunel’s long-term positioning and performance Low moderate Operational risks Risks which affect Brunel’s ability to execute its strategic plan Low moderate Compliance risks Risks of non-compliance with laws, regulations, local standards, Brunel’s code of conduct Zero tolerance Financial and reporting risks Risks include areas such as financial reporting, valuation, currency, liquidity and impairment risks Low Fraud risks The risk of intentional deception by internal or external parties—including management, employees, or third parties—to gain unlawful or unjust advantage, now increasingly amplified by AI-driven tactics. This risk encompasses asset misappropriation, corruption, financial statement fraud, and a range of sophisticated schemes. Zero tolerance Sustainability related risks Sustainability-related risks reflect a growing emphasis on mitigating the financial and planetary impacts of climate change and environmental challenges. Low Tying risk management to strategy and performance Brunel has adopted COSO ERM’s “Integrating Strategy and Performance” guidance to embed risk management into daily operations, aligning with our purpose, vision, and values. Last cycle, we used this framework to strengthen five key areas: governance and culture, strategy and goal setting, performance, review and revision, and information and reporting. 3.4 Risks, risk management and control systems Brunel International N.V. Annual Report 2024 93 report from the board of directors 1. Governance and culture Brunel’s governance and culture form the foundation of our risk management practices. As an Amsterdam Stock Exchange-listed company, we align with Dutch Corporate Governance Code standards. Risk management is embedded through a Code of Conduct, a whistleblower procedure, and mandatory compliance training. Compliance is monitored via periodic controls, whistleblower reports, and standard operating checks. The Board of Directors reviews these findings and coordinates with relevant departments to address any issues, ensuring our risk practices align with Brunel’s strategic goals. 2. Strategy and Objective Setting The Board of Directors ensures that Brunel’s risk management framework is seamlessly integrated into strategic planning, aligning with the company’s strategy and objectives. An updated risk appetite statement guides the identification, evaluation, and response to risks during strategy execution. 3. Performance We continuously assess internal and external factors impacting strategy execution, discussing key risks and assessments with global leadership, controllers, and management. This approach ensures risk management aligns with our risk appetite to support strategic goals. 4. Review and Revision Our risk management process includes ongoing review and revision to monitor performance. Effective monitoring provides insights into the relationship between risk and performance. All Brunel entities are required to adhere to policies and procedures designed to control risks. 5. Information, Communication, and Reporting Risk management and control systems are communicated across all levels of the organization, both upward and downward, as well as laterally. Each year, Brunel’s financial community, including the CFO, CFC, and regional financial controllers, meets internationally to discuss best practices, address financial management developments, and implement action plans across the group. Brunel International N.V. Annual Report 2024 94 report from the board of directors Top risks and risk trends To maintain effective control of our current environment, Brunel evaluates residual risk, which signifies the remaining risk level after implementing existing risk mitigation plans. Residual risk’s consequences may encompass significant direct or indirect adverse effects on Brunel’s business, operations, volumes, financial condition, performance, reputation, and other interests. In our report on page 95, we highlight and elaborate on our most prominent company-specific risks and the evolving trends in residual risk, assuming full implementation of our risk response plans. These risks and response plans are not exhaustive and may require adjustment from time to time. Strategic risks Operational risks Compliance risks Financial risks C ompetition Compliance Productivity Financial reporting Contract negotiation and -management Macro- economics IT and digital risks Dependence on key clients Human capital risks Financial risks Tax Increased Declining Stable High likelihood and impact Medium likelihood and impact Low likelihood and impact Other risks Other risks Sustainability related risks Brunel International N.V. Annual Report 2024 95 report from the board of directors The established policies, procedures, control, and monitoring activities include, but are not limited to the following: Risks, monitoring and control Risk category Key risks Monitor and control Strategic risk • Unfavourable macro-economic conditions /geopolitical situation • Competition • Dependency on key clients • Strategy and Targets validation • Annual business reviews Operational risk • Human capital risk • IT and digital risks • Productivity • Uniform IT systems • Contracting procedures • Weekly KPI reporting • Monthly management reporting • Quarterly business reviews • Site visits • Insurances Compliance risk • Compliance • Contract negotiations and management • Tax • Reporting and disclosures • Legal counselling • Anti-bribery and corruption policy and training • Contract approval policy and procedure • Internal control via business control Financial and reporting risks • Financial reporting • Financial risks • Uniform IT systems • Accounting and control manual • Internal control via business control • CFC department • Monthly reporting • Quarterly reviews • Treasury • Audit Fraud risks • Internal fraud risks • External fraud risks • Internal control • Awareness Sustainability related risks • Climate change related risks • Other sustainability related risks • ESG reporting risks • Regular DMA analysis • ESG strategy, governance and reporting frameworks Strategic risks monitoring and control Our operations may be negatively impacted by adverse macro-economic conditions and global geopolitical situations in our main markets. Competition and our reliance on key clients and cyclical industries can affect profitability and market share. We consider these risks when developing and executing our business strategies. We regularly update and review our strategies for each operating unit to ensure alignment with our plan and establish financial and operational reporting procedures. Strategy updates: Our overall strategy remains consistent with Brunel’s long-term vision, and both financial and non-financial targets align with our established mission and core goals. This validation process, including local and regional inputs ensures that strategic and ESG objectives remain relevant, guiding us in pursuing growth while maintaining alignment with our foundational principles. Annual business reviews: During the budget cycle, we conduct annual reviews of all businesses with support from the CFC department. Entities prepare their budgets, and the Board of Directors discusses business strategy, budget planning, and opportunities and threats with local management to achieve the budget. Approved budgets form the basis for setting local management targets. We maintain a list of key performance indicators relevant to successful strategy execution. Brunel International N.V. Annual Report 2024 96 report from the board of directors 1. Unfavourable macro-economic conditions / geopolitical situation Risk Description Unfavorable conditions continue to impact Brunel’s growth and margins, potentially leading to reduced sales, higher costs, safety issues, and compliance risks. Key factors: • Country Dependency: Brunel’s performance is tied to the economic and geopolitical stability of its operating regions. • Recession Risks: Major economies face potential recession, slowing investments in key sectors. • Inflation and Geopolitical Tensions: High inflation and conflicts increase costs and regulatory complexity. • ESG Expectations: Investors demand stronger ESG commitments, with a focus on critical metals for green tech. • Offshore Wind Challenges: Temporary setbacks from supply chain and cost issues, though long-term growth remains strong. • Climate Change and Energy Transition: The shift to renewables creates both risks and opportunities. Key mitigating measures • Diversification and capabilities building Brunel expands by entering new sectors, acquiring clients in emerging verticals, and growing in promising regions. Our portfolio now includes project and consulting services, workforce solutions, and global mobility solutions. • Maintain flexibility in cost structure globally Maintain global cost flexibility by controlling the contractor-to-permanent employee ratio in our secondment business. New hires, both internal and external, start on temporary contracts, with potential for long-term contracts based on performance. • Enhancing Timely Client Payments All regions are actively initiating and implementing programs to ensure timely payment from clients Change in residual risks Increased – Global economic recovery remains hindered by persistent geopolitical conflicts, supply chain disruptions, and high inflation, affecting growth across key industries. Supply chain challenges are driving up costs and causing delays, while inflation is reducing consumer purchasing power and demand. Geopolitical tensions, especially in energy-exporting regions, add to market uncertainties, impacting sectors like manufacturing, energy, and technology. Link to strategy Diversification, Capability building 2. Competition Risk Description Actions by existing international and local competitors, as well as emerging entrants, continue to challenge Brunel’s competitive advantages and may adversely impact our financial performance. This encompasses the following key aspects: • Country Dependency: Brunel’s performance is tied to the economic and geopolitical stability of its operating regions. • Margin Pressure: Fierce competition exerts significant pressure on our profit margins. • Service Excellence: Competitors strive to match or exceed our service quality. • Reputation Management: Damage to Brunel’s reputation may drive clients towards our competitors Key mitigating measures • Innovation and Service Differentiation Continuously innovate and differentiate our services to provide unique value propositions that set us apart in the market. • Improve commercial management Our regional commercial teams act as primary contacts for tenders within their areas, governed by global governance on risk assessment and contract approval. Additionally, margin analysis is used as a decision-making tool at both project and sales team levels, helping us optimize profit potential across all engagements. • Enhancing Client Relationships Deepen client engagement through personalized communication, responsiveness, and by anticipating their evolving needs. Change in residual risks Increase - The likelihood of competitive risk has increased as market players intensify their efforts. However, our global connectivity and commitment to innovative solutions continue to set us apart, helping to mitigate these pressures and strengthen our position in a challenging landscape. Link to strategy Diversification, Capability building Brunel International N.V. Annual Report 2024 97 report from the board of directors 3. Dependency on key clients Risk Description Our growth prospects are significantly reliant on key clients and their ongoing commitment to doing business with Brunel. This dependence is influenced by the following key aspects: • Client Dependency: Given our reliance on a few major clients, the loss of one of these key accounts could have a detrimental impact on our business. • Complacency: Historically, a significant portion of our business has been provided by our major accounts, fostering of risking a complacent culture. This may further intensify our dependence on key accounts. Key mitigating measures • Strengthen Client Relationships We actively develop Strategic Global accounts, expanding business with existing clients in their current locations and additional countries, while identifying cross-selling opportunities across divisions. Diversifying our services within these accounts and inviting clients to strategic meetings further strengthens relationships and reduces dependency risks. • Expand Key Client Base We’re growing our portfolio of key clients by developing high-potential prospects. Our dedicated resources, including two experienced Global Directors of Business Development, are accelerating this process. • Enhance Sales Culture Investing in sales technology and platforms (i.e. Sales Hub) promotes a disciplined sales culture, supporting sustainable client relationships and growth. Change in residual risks No change - While residual dependency risk on key clients remains, our largest Strategic Global clients are experiencing above-average growth relative to Brunel’s broader client base, leading to a higher reliance on these accounts. However, the likelihood of significant client attrition is low. Continued investment in sales talent, technology, and culture helps us proactively manage this risk and build resilience. Link to strategy Diversification, Strong brand, Entrepreneurial culture, Global connected, locally executed Operational risks monitoring and control Reporting: We use various tools to assess our growth, productivity, profitability, working capital and cash flow as part of our planning and control cycle. Key Performance Indicators (KPIs) are used to measure and monitor performance against budgets, forecasts, the previous year, and our strategic goals. We have various reports in place to maintain full insight into performance and strategy execution. Uniform IT systems: Brunel operates a centralized IT infrastructure with unified applications, ensuring secure Cloud storage of commercial and compliance information. Integrated system interfaces enable automated controls, reducing reliance on manual checks. The IT team enforces segregation of duties across functions and regularly reviews the infrastructure’s capacity to handle data losses or security breaches. We also conduct regular software and penetration testing, with independent audits performed annually to enhance cybersecurity. Contracting procedures: Regional risk managers oversee local contracting procedures, evaluating contracts based on factors such as margin, location, and insurance requirements. High-risk contracts undergo review by the global commercial team, including corporate legal, and require approval from the global commercial director, who reports monthly to the Board on significant contracts. The global team also meets annually to share insights and address commercial risk factors. Insurances: Brunel maintains an insurance manual covering employment, liability, and business continuity policies. We regularly review insurable risks and ensure our coverage is adequate to protect operations effectively. Brunel International N.V. Annual Report 2024 98 report from the board of directors 4. Human capital risks Risk Description The main risk is our inability to cultivate successors for key management roles due to limited succession planning, a small top management team, and a scarcity of qualified internal candidates. The recent key leadership changes in 2024 have highlighted the importance of robust succession planning to ensure continuity. A shortage of qualified internal talent could restrict further growth. This risk category also encompasses employee engagement, talent development, skills availability, and turnover. Key aspects include: • Retain our key people and develop leadership • Talent and succession planning • Skill availability and competence in house • Internal communication • Health & safety of our employees • Diversity, Inclusion and Belonging (DIB) Key mitigating measures • Leadership and Talent Development Brunel’s Leadership Assessment and succession planning ensure a strong talent pipeline through tailored development, 360-degree feedback, and structured succession planning. Incentives like bonuses and stock appreciation reinforce engagement, supporting leadership continuity aligned with strategic goals. • Brunel Academy Brunel provides full LinkedIn Learning access to all employees, supporting career growth through tailored learning paths and mandatory training. This approach builds expertise, fosters continuous learning, and drives performance with AI-driven, personalized recommendations. • Internal Communication Brunel strengthens internal communication by fostering transparency, aligning teams with strategic goals, and ensuring timely updates. This approach enhances engagement, supports collaboration, and reinforces a unified culture across Brunel. Change in residual risks (Slight) Increase - Externally, shifting workforce expectations—particularly from Gen-Z—are transforming the employer-employee relationship, with a stronger emphasis on values, flexibility, and career growth. Internally, Brunel faces an increasing need to prioritize employee engagement, especially during organizational streamlining and cost-cutting efforts. While our global people strategy is helping to address these challenges, the overall risk is expected to rise. Link to strategy Specialisation, People & Culture “At Brunel, we constantly strive to strengthen our influence in emerging countries such as Suriname, Namibia and Guyana. In these key strategic locations, we have the local presence and expertise that is needed to supply our clients with reliable, customised and fully compliant services and solutions.” Thomas Javicoli Global Driver Conventional Energy & Global Business Development Director Suriname, Namibia and Guyana Brunel International N.V. Annual Report 2024 99 report from the board of directors 5. IT and Digital Risks Risk Description Increasing cyber-attacks, fraud, data breaches, and privacy issues pose significant threats to reputation, finances, and operations, alongside digital transformation challenges. Key aspects include: • Cybersecurity & Privacy: Data breaches, security vulnerabilities, and privacy compliance. • Operational Controls: Risks from inadequate operational controls. • Technology Resilience: Risks of disruption due to tech reliance, scalability, and compatibility. • AI Risks: Data privacy, compliance, bias, and cybersecurity vulnerabilities in AI-embedded operations, including deepfake technology, which heightens CEO and CFO fraud risks. Key mitigating measures Cybersecurity Management • We have outsourced monitoring, management, detection, and response to cybersecurity threats to Wortell, an external professional partner. • A third party conducts annual audits to ensure compliance and security across our platforms. Recruiting CRM platform • The recruiting CRM platform leverages Microsoft Power Platform and AI for enhanced operational efficiency. • Centralized data within the platform improves collaboration and information sharing. • Automated recruitment processes strengthen workflows and deliver actionable insights. • The platform’s scalability supports accessibility from anywhere and remote operations. Global IT & Digital platform • Our cloud-based IT & Digital platform is built on Microsoft technology with top-tier recruitment applications. • The platform enables seamless collaboration across global locations. • Advanced recruitment and marketing tools include Mercury recruitment technology, marketing automation by CM.com, and process automation via Power Automate and UI Path. • Power BI provides real-time reporting, delivering valuable analytics and data insights. • Microsoft cloud security features, including Microsoft Defender and Sentinel, ensure robust threat detection and management. • We ensure AI safety by requiring supplier safeguards against bias, training models to exclude bias factors (e.g., origin, sex), regularly reviewing compliance, and securing proprietary AI environments for data protection and traceability. Change in residual risks Increase - We anticipate a moderate increase in residual IT and digital risk compared to 2024, largely due to the transition period as we work to replace existing applications. The complexity of this process carries inherent challenges, and fast-developing AI technologies further contribute to this risk. As AI tools become more integrated, they introduce new vulnerabilities, from cybersecurity threats to compliance risks, which demand vigilant monitoring and enhanced security measures. Together, these factors contribute to an overall rise in digital risk as we navigate this period of technological transition. Link to strategy Scalable global IT platform and digital tools Highlights 2024 Global Mobility Highlights (2021-2024) Total Number of Specialists Managed Successfully = 1087 Total number of Clients Served Successfully = 52 Average # of Specialists Managed per Client = 21 # of Destination Countries Specialists Moved to = 46 9% 91% Types of Clients Using Global Mobility Solutions Global Mobility Solutions -Only Clients = 37 (71%) Integrated Solutions (including Global Mobility) Clients = 15 (29%) Specialists Supported per Global Mobility Type Relocations - 965 (91%) Rotations - 97 (9%) 71% 29% Brunel International N.V. Annual Report 2024 100 report from the board of directors 6. Productivity Risk Description This is particularly relevant to our secondment business in Europe, where employment contracts are established through client agreements. The premature termination of deployed employees can lead to productivity loss. To address this promptly, we track daily productivity and provide weekly reports. Additionally, we monitor the following factors: • Bench strength • Absenteeism due to illness Key mitigating measures Managing bench Bench management is a significant risk in our European operations. Brunel DACH+CZ, Brunel Netherlands and Brunel Belgium have implemented proactive programs to prevent bench situations and substantially reduce associated risks. Tailored support for manging illness We’ve introduced wellbeing initiatives covering mental and physical health, family life, work-related challenges, and financial support. In the Netherlands and Belgium, illness management is tailored by duration: short-term illness includes medical consultation, regular check-ins, and mental health support, while long-term illness involves ongoing contact and a structured reintegration process. Education We provide training our consultants to log all their training activities, which include peer-to-peer training, online courses, and traditional classroom training. Change in residual risks No change- Bench risks remain stable due to proactive programs in DACH+CZ, the Netherlands, and Belgium. Tailored wellbeing support and required training tracking help minimize absences and keep consultants project-ready, maintaining productivity without further adjustments needed. Link to strategy Scalable global IT platform and digital tools, Specialisation , Disciplined execution Compliance risks monitoring and control Brunel’s compliance risk management ensures that we operate within legal and ethical boundaries, thereby avoiding penalties and reputational damage. It also involves continuous monitoring and improvement of compliance programs to adapt to changing regulations and business environments, including employment law changes, high contractual liabilities, and complex tax regulations, that can increase costs and risks. Given Brunel’s global presence, the complexity of complying with temporary employment laws across different jurisdictions presents a significant challenge. Variations in worker classification rules, local labour protections, and social security contributions can lead to misclassification risks, fines, and operational disruptions. Ensuring strict adherence to local regulations is essential to safeguarding our business continuity and reputation. An important element of our internal control framework, is to have local payroll departments with specialized knowledge on local laws and regulations on temporary employment in each country in which Brunel operates. Ultimately, compliance helps to maintain the integrity and sustainability of Brunel. Our internal control framework is set up to support organisation-wide assurance while allowing local flexibility. Regular reviews of internal controls help identify and mitigate significant risks, offering reasonable assurance against losses. Tax compliance is integrated in the local finance teams to avoid unexpected charges, and high-risk contracts are reviewed with the corporate legal department under our global contract approval policy. Business Integrity and Training: Business integrity is a core value at Brunel, deeply ingrained in leadership and culture. All employees complete eLearning on business principles during onboarding and receive regular refresher training on core values, compliance policies, and business integrity standards. Anti-Bribery and Corruption: Anti-Bribery and Corruption: Brunel has a zero-tolerance approach to bribery and corruption, adhering to global anti-corruption laws and operating as a member of TRACE International. As a global organization, we operate in countries with varying levels of bribery and corruption. To address risks such as facilitation payments, gifts, and commissions, we conduct due diligence on third parties and provide anti- bribery training. The Board regularly communicates Brunel’s culture of integrity. Although extensive efforts are made to act in compliance with relevant (local and international) legislation and regulations, notwithstanding all these risk mitigants, a complete elimination of compliance risks cannot be Brunel International N.V. Annual Report 2024 101 report from the board of directors guaranteed. Any violation of any relevant anti-bribery and corruption legislation or anti-money laundering legislation could have a adverse effect on the Group’s operational performance, earnings, cash flows and financial condition. Raising Concerns: Brunel encourages employees to report concerns through a 24/7 anonymous misconduct reporting system, available worldwide in multiple languages. Towards the end of 2024, we received a whistleblower notification from a former employee, indicating irregularities had occurred in his country more than 10 years ago. We performed an extensive investigation, with professional external support, and identified certain irregularities have occurred in that period. Based on the investigation there are no indications that these irregularities occurred afterwards. 7.Compliance Risk Description Failure to adhere to laws, regulations, and local standards, including tax regulations, can occur due to inadequate knowledge of specific jurisdictional provisions or their interpretational ambiguity, leading to potential penalties and reputational harm.To mitigate financial and reputational risks, Brunel has policies and procedures in place aimed at full compliance with regulations across several key areas: • Tax • HR • Legal • Health and safety • Anti-bribery and corruption • Financial reporting • AI related risks Key mitigating measures Strengthen Compliance Knowledge Provide regular training and updates to key personnel on regulatory changes. Increase communication of business integrity Foster a values-driven culture through leadership by example, annual knowledge-sharing for commercial teams, and policy training for financial controllers. Leverage Technology for Compliance Regularly upgrade systems to standardize sales and finance processes, with Data Protection Officers ensuring GDPR compliance and ISMS maintaining data security and business continuity. Change in residual risks No change - Overall, there have been no significant regulatory or legislative changes. However, potential future changes in employment laws could require costly compliance efforts and increase non-compliance risks. Our mitigation measures are strategically designed to address these risks effectively. Link to strategy Our culture 8. Contract negotiations & management Risk Description The possibility of entering onerous, unenforceable, or unclear contract terms can lead to non-compliance and increased costs. As we prioritize further growth and expand our client base, the risk of encountering such contracts has risen. Key considerations include: • Margin – Onerous or unfavorable contracts may exert pressure on margins. • Liabilities – Such contracts may also increase liabilities. • Insufficient client relationship management could reduce deal sizes while raising the cost of acquiring new clients. Key mitigating measures Improve commercial management Improving commercial management by setting up regional commercial teams as focal points of contact for tenders, with improved contract approval procedures, pricing escalation procedures, risk analysis and assessment processes, and intercompany procedures. Development and promotion of sales transactions under the company generated contract templates aterial contracts undergo underwriter review for adherence to policy terms. Global insurance program are kept up to date with business requirements. Increase awareness Improving awareness of client contract creation in sales operations and finance departments across different regions and standardizing contract templates. Management ensures understanding of contract risks and their potential impact during contract negotiations Manage contract obligations Improve visibility and control (fulfilment, expirations, renewals, key events tracking.) Change in residual risks No change - By effectively implementing additional initiatives focused on communication, procedures, and knowledge sharing within our mitigation measures, we can successfully reduce the growing risk. As a result, the residual risk remains unchanged. Link to strategy Capability building, Disciplined execution Brunel International N.V. Annual Report 2024 102 report from the board of directors 9. Tax Risk Description Brunel’s global operations expose us to diverse jurisdictions and intricate tax systems. Given the nature of our business, taxation constitutes a substantial portion of our expenses, Tax compliance represents a significant business risk for Brunel. Depending on the jurisdiction, tax regulations and interpretations can evolve, potentially leading to additional tax expenses. Key considerations include: • Additional Costs • Reputation Damage Key mitigating measures Formal procedures and monitoring systems around tax compliance Up to date procedures are available to all local offices. Depending on the tax type, monitoring is conducted by the commercial team, payroll team, and regional finance departments. The CFC conducts monthly reviews of all tax positions and manages tax regulations globally. Any new tax matters are promptly reported directly to the CFO. Engage reputable tax advisors We’ve observed shifts in tax laws and interpretations, particularly in the developing countries where we operate. Local tax authorities have adopted a more opportunistic or even aggressive stance, resulting in unexpected tax claims, an excessive number of tax audits, and a reluctance to settle disputes outside of the courtroom. To mitigate these tax risks, we’ve engaged reputable tax advisors to ensure compliance. Training Promote tax compliance training and seminars among relevant employees to ensure Brunel’s local knowledge remains current Change in residual risks No change - Our implemented mitigating measures effectively manage the current tax risk. Link to strategy Disciplined execution, Strong brand Financial and reporting risks monitoring and control Brunel continuously improves its risk management and control systems. The Board of Directors and local managers, in collaboration with the Corporate Finance and Control (CFC) department, regularly review these systems through weekly operational and monthly financial reports. Corporate Finance and Control (CFC): The CFC department, composed of experienced controllers, reports directly to the Board. Its activities include reviewing monthly reports, monitoring tax compliance, and visiting all operating entities at least once every two years. These visits verify reporting accuracy, compliance with policies, and follow-up on external audit findings, while advising local management on system improvements. Internal Control Framework: Led by CFC, Brunel’s internal control framework standardises procedures, identifies opportunities, and serves as the foundation for testing control effectiveness. The annually updated Accounting and Control Manual ensures consistent reporting across the group in line with IFRS. It includes policies on reporting, valuation, internal controls, authorizations, tax compliance, contracting, and treasury. Internal Audit: Brunel’s internal audit function provides findings to the audit committee and senior management using a risk-based approach. All 2024 audit plan items were completed, and enhanced regional support and topic selection have improved efficiency. External Audit: Brunel’s external auditor audits the annual financial statements and reports findings directly to the audit committee. The auditor attends audit committee meetings and is authorised to address shareholder questions during the general meeting. Brunel International N.V. Annual Report 2024 103 report from the board of directors 10. Financial reporting Risk Description Financial reporting risk can emerge throughout the organization due to events, conditions, external and internal factors, as well as decisions made by individuals within the company. It can also stem from inaction. Key factors include: • People - skills, knowledge, and responsibilities. • Processes and procedures. • Information systems Key mitigating measures Training Provide relevant employees trainings to keep Brunel’s local knowledge up-to-date. Continuous improvement Regional finance teams review and improve measures and controls for financial reporting risks regularly. Actions include addressing risks such as unclear responsibilities, inadequate skills and knowledge, and improving reporting processes and procedures for accuracy and timeliness. Change in residual risks No change - We have improved our internal controlling and monitoring to manage this risk Link to strategy Disciplined execution 11. Financial risks Risk Description Brunel is a reliable business partner with a limited amount of goodwill in our assets. Our most significant financial assets consist of accounts receivable, which are spread across more than two thousand clients. While we strive for timely collections, the possibility of uncollectible debts cannot be disregarded, especially as weaker economic conditions in Germany elevate credit risk, increasing the likelihood of client bankruptcies. Key aspects include: • Accounts Receivable (AR) • Accrued income • Currency Risks Key mitigating measures Reduce the impact of legacy issue To mitigate the risk of delayed payments in specific regions, we’ve established an escalation matrix for accounts receivable follow-up, clear invoicing guidelines, and implemented stricter measures for outstanding accounts. Credit rating We also perform routine credit risk reviews for our global customers, with a particular focus on new and top clients, to enhance visibility and explore potential mitigation strategies. Timely collections Brunel mitigates credit risks by prioritizing timely collections, a key focus emphasized by senior leadership in meetings and communications. Clear accountability and proactive monitoring of accounts receivable, especially for clients in higher-risk regions like Germany, are in place. Early engagement with clients reinforces payment timelines, aligning all levels of the organization around this critical financial priority. Change in residual risks No change - We have increased our account receivables collecting efforts to offset the increased risk on our customer’s side Link to strategy Disciplined execution Brunel International N.V. Annual Report 2024 104 report from the board of directors Other risks monitoring and control 12. Fraud risks Risk Description Fraud – An intentional act by one or more individuals among management, those charged with governance, employees, or third parties, involving the use of deception to obtain an unjust or illegal advantage.” Types of fraud: • External fraud - coming from outside the organisation • Internal fraud - coming from inside the organisation Key aspects: Internal fraud • Asset misappropriation • Corruption • Financial statement fraud External fraud • Fake president scam • Man in the middle • Phishing • Impersonation/pretexting • Diversion theft • Ransomware • Hacking • Fraud on booking flights on Corporate Account Key mitigating measures Internal Control • Execute all internal control activities • “Fraud risk” discussion with all financial leaders is a key recurring topic every year. Awareness • IT audits, including hacking attempts and phishing emails among other approaches; • Continuous updates of fraud/phishing attempts and annual refresher courses for data protection (includes phishing) to raise awareness; • Any unusual payment requests from the members of the Board of Directors (CEO and CFO) or other Senior Management (Regional Directors, Country Directors, Regional Finance Controllers or Finance Managers) should be verified with CFC; • Requests to transfer money to unknown bank accounts will never be sent by a single director, will never be sent without any proper documentation and will never be sent without the knowledge of any of the members of CFC; • Any requests for authentication of bank details or for information on bank account details coming from bank officials should be verified with CFC and with previously known bank contact details; • Requests to change the bank account details of (direct or indirect) employees or (IC) vendors and suppliers should be verified by phone making use of the already existing contact details of the designated party; • A procedure should be in place to control changes in bank accounts for payments (four eye principle). Change in residual risks No change -There is no change to Brunel’s fraud risk level due to strong safeguards: rigorous verification protocols, regular IT audits, continuous fraud awareness updates, and leadership reinforcement. These measures ensure effective fraud risk management. Link to strategy Disciplined execution Brunel International N.V. Annual Report 2024 105 report from the board of directors 13. Sustainability related risks Risk Description Climate Change related risks Climate and sustainability-related risks present financial risk to the global economy as well as a risk to our planet as we know it. At Brunel, climate and sustainability-related risks and opportunities are directly linked to our strategy of connecting specialists to pioneering projects. To determine the climate change related physical and transition risks we performed a resilience analysis, physical risk analysis and DMA. Results of these exercises are documented in the chapter on Environment and the Materiality Assessment. Other sustainability related risks A DMA is performed including identifying our sustainability risks. Efforts regarding this materiality assessment in line with the ESRS requirements have required Brunel-wide involvement, including at the highest level of the organisation. This Annual Report includes the results of the DMA on page 22. Mitigating actions are disclosed for the impacts deemed material in the Environmental, Social and Governance chapters. ln 2025 we will further bring the outcome of the DMA and broader risk and opportunity assessment together to align on the mitigation and actions to take in relation to our ambition and risk appetite. ESG reporting risks The majority of reported data is prepared by Finance and Human Resources. Procedures are in place to facilitate reliable reporting on non-financial metrics. We are considering a risk and control matrix for non-financial information reporting and are considering setting up a control framework for non-financial information. Key mitigating measures • Annual update to our DMA and related policies • Development of ESG strategy and related programs Change in residual risks Overall, climate change and other sustainability related risks have increased due to continuing global carbon emissions and increasing expectations and scrutiny from stakeholders. Link to strategy • Capabilities • Diversification • Globally connected, locally executed • Disciplined execution “By combining the power of our brand and our internal capabilities, we develop efficient marketing campaigns designed to attract and retain our clients and candidates. We ensure that Brunel is recognised and our value proposition is effectively communicated. Leveraging marketing automation flows and tailored content allows us to generate high quality leads. In 2024 alone, we provided valuable insights to our prospects and clients through 65 marketing campaigns.” Volha Verstappen Global Online Marketing Specialist marketing Brunel International N.V. Annual Report 2024 106 Brunel International In 2024, Brunel navigated global uncertainty by providing existing and new clients with flexible workforce solutions and specialist expertise in pioneering complex projects. While all our global verticals saw growth in the first half of 2024, macroeconomic and geopolitical challenges negatively impacted our performance in the second half of 2024. We anticipated to the changing market circumstances by executing a cost reduction plan in Q3 2024, and achieved EUR 20 million in annual savings. These costs savings are also a result of our improved efficiency due to the continued investments in our IT environment and AI. Looking back at 2024, we achieved growth in most of our regions, but our business was also affected by a considerable weakening of the German automotive market and project delays in Asia. Brunel remains well-positioned in key verticals - Renewable & Conventional Energy, Mining, and Life Sciences aligning with megatrends in energy transition and global digitalization. We also won new contracts with large accounts across the world, which reinforces client trust in Brunel and helps us achieve our long-term goals. The gross margin decreased from 20.6% in 2023 to 19.3% in 2024, mainly due to a change in the mix between the staffing business in Europe and the global regions. In our analysis of our performance per region, we have excluded € 4.7 million of one-off expenses and € 1.7 million of M&A and integration expenses to present the true operational performance of our business, resulting in underlying EBIT. In this section, all commentary and visuals reflect this underlying data, which provides a clearer picture of our company’s profitability. Basic and diluted earnings per share (EPS) decreased from € 0.63 in 2023 to € 0.59 in 2024. The effective tax rate for 2024 ended at 31.7% (2023: 35.8%). 3.5 performance Revenue bridge Brunel International N.V. 1,330,535 14,699 35,749 4,088 -12,514 13.400 0 -12,928 -12,869 1,364,760 4,600 Brunel International N.V. Annual Report 2024 107 report from the board of directors The direct headcount decreased from 10,939 at 31 December 2023 to 10,206 at 31 December 2024. The headcount bridge for Brunel International N.V. can be found on page 115 Compared to last year, Taylor Hopkinson is not reported as a separate segment but included in the Rest of World. Balance sheet Working capital decreased by 6.9% compared to 2023, despite higher revenues, mainly due to a reduced level of outstanding trade receivables as we improved our cash collection efforts in 2024. This resulted significantly higher cash balances at year-end 2024. We continue to improve all aspects of our credit control and collection to manage our total days outstanding. There is limited concern on the collectability of outstanding positions (refer to note 8 in the Annual Accounts, where the expected credit losses are disclosed). Other changes in working capital items are relatively immaterial. The net cash balance at 31 December 2024 is EUR 64.7 million (EUR 31.8 million per 31 December 2023), of which EUR 14.2 million is restricted (EUR 20.1 million per 31 December 2023). Overdraft facilities are in place to be able to fund continued growth or potential M&A activities. The goodwill on the balance sheet is tested for impairment annually and has sufficient headroom. EBIT Brunel International N.V. EBIT 2024 OPEX Gross Margin impact Volume impact EBIT 2023 Total Increase Decrease 62,060 58,552 6,987 -17,093 6,589 62,060 2,841 611 1,497 -4,139 -4,395 -1,740 58,552 -1,208 52,149 -4,663 588 698 ebit bridge Brunel International N.V. All amounts in the visuals are denominated in EUR thousands, unless specifically stated otherwise. Brunel International N.V. Annual Report 2024 108 report from the board of directors DACH region This region includes Germany with both its secondment and project business, as well as Switzerland, Austria and Czech Republic. The German economy faced many challenges in 2024, especially in the automotive industry, due to inflation, rising energy costs due to geopolitical tensions, and global uncertainty. This impacted our growth in 2024. For the full year, revenue declined by 5.0% and gross margin declined by 2.5%. The conversion improvement plan we implemented in 2024 did result in significant cost savings, reducing the operating expenses by 9.8%. The overall result was a decline in EBIT by 17.5% to EUR 19.5 million. Outlook We expect revenue to remain stable in 2025 while we focus on improving our cost agility and margin profile in the region. EBIT dach region EBIT 2024 OPEX Gross Margin impact Volume impact EBIT 2023 headcount development dach region 23,599 19,460 6,121 -6,267 -3,994 Total Increase Decrease 2023 2024 Brunel International N.V. Annual Report 2024 109 report from the board of directors The Netherlands The Netherlands increased its revenue by 1.9% compared to 2023 driven by higher sales rates, a higher share of freelancers (compared to own staff) and one additional working day, despite having a lower headcount compared to last year. Gross margin decreased by 1.3% mainly due to change in the mix between own employees and freelancers, and wage inflation, despite an increase in productivity of our direct employees. Operational costs decreased by EUR 2.3 million as a result of our cost reduction program. The combined effect was an increase in EBIT of EUR 0.6 million compared to 2023. Outlook We expect revenue to remain stable, driven by stable headcount prospects, higher rates and productivity, but two fewer working days in 2025. EBIT the netherlands EBIT 2024 OPEX Gross Margin impact Volume impact EBIT 2023 headcount development the netherlands 16,489 17,077 2,289 -2,734 1,033 Total Increase Decrease 2023 2024 Brunel International N.V. Annual Report 2024 110 report from the board of directors Australasia This region includes Australia and Papua New Guinea. Our top-line growth in the region increased by 18.5% and our EBIT increased by 28.4%, as a result of increased project work in both Australia and PNG, increased rates and higher headcount mobilisation at our existing client base in combination with a mix of new clients. Our operational costs increased by EUR 1.1 million compared to 2023. While our conversion ratio increased compared to last year, we continue to improve our operational leverage. The EBIT increased by EUR 1.5 million compared to 2023. Outlook We expect to achieve the same level of revenue in 2025 while we focus on improving our gross margin and EBIT margin profiles through a combination of our client relationships, our work on high-margin projects and increased efficiency. EBIT australasia EBIT 2024 OPEX Gross Margin impact Volume impact EBIT 2023 headcount development australasia 5,267 6,765 -1,183 -921 3,602 Total Increase Decrease 2023 2024 Brunel International N.V. Annual Report 2024 111 report from the board of directors Middle East and India The main countries in this region are Qatar, Kuwait, United Arab Emirates (Dubai) and India. In 2024, we continued to expand our business in the region, achieving a 9% increase in revenue. This growth was primarily driven by our strong market position in Qatar and our engagement in both ongoing and new major conventional energy projects. This was partly offset by the early completion of major high margin conventional energy projects and the corresponding headcount mobilisation, which resulted in a decline of our gross margin by 0.8%. Our disciplined focus on operational leverage and cost efficiencies led to a strong conversion ratio of 55.4%. As a result, EBIT increased by EUR 0.6 million. Outlook We expect another year of revenue growth as pioneering projects for clients in Qatar, Dubai and other countries fill our pipeline. Furthermore, we are in the process of opening an entity in the Kingdom of Saudi Arabia and are optimistic about its growth prospects in 2025. EBIT middle east and india EBIT 2024 OPEX Gross Margin impact Volume impact EBIT 2023 headcount development middle east and india 12,285 12,896 -63 -1,275 1,949 Total Increase Decrease 2023 2024 Brunel International N.V. Annual Report 2024 112 report from the board of directors Asia Key countries in the Asia region include China, Singapore, Japan, Malaysia, Thailand and Indonesia. Our 2024 results were impacted by delays in the start of new projects at fabrication yards in China and Singapore and a change in our client mix. This resulted in a 7.1% revenue decline and a 1.0% decline in our gross margin. Our operating expenses increased by 2.6% and EBIT declined by EUR 4.4 million. Outlook We expect to achieve moderate revenue growth as postponed projects are forecasted to start in H1 2025. Improved efficiency will support higher EBIT margins. EBIT asia EBIT 2024 OPEX Gross Margin impact Volume impact EBIT 2023 Total Increase Decrease headcount development asia 11,873 7,478 -533 -1,814 -2,047 2023 2024 Brunel International N.V. Annual Report 2024 113 report from the board of directors Americas In 2024, revenue increased by 7.5% and gross profit increased by 12.9% compared to 2023 due to more project work and higher sales rates. Our operating expenses increased by 1.5% as a result of operational cost control and efficiency measures. Consequently, total EBIT increased by EUR 2.9 million compared to 2023. Outlook We expect activities to pick up in 2025, resulting in revenue growth with a continued focus on increasing our EBIT margin. EBIT americas EBIT 2024 OPEX Gross Margin impact Volume impact EBIT 2023 Total Increase Decrease headcount development americas 4,547 7,388 -310 1,190 1,961 2023 2024 Brunel International N.V. Annual Report 2024 114 report from the board of directors Rest of World Rest of World includes Belgium, Europe & Africa and Taylor Hopkinson. The decline in headcount during 2024 was predominantly seen at Taylor Hopkinson, where major projects were completed, especially in Taiwan. Most of the new project activities are occurring in other Brunel regions and included in the results of those regions. We managed to achieve higher margins on our projects in Europe & Africa and remained vigilant on cost control. Thus, revenue decreased by 7% and gross profit decreased by 4% compared. Our operating expenses decreased by 6% as a result of operational cost control and efficiency measures. Consequently, total EBIT increased by EUR 0.8 million compared to 2023. We expect new renewable energy projects to be initiated early 2025 and we will work to further improve our operational leverage in these markets. EBIT rest of world EBIT 2024 OPEX Gross Margin impact Volume impact EBIT 2023 Total Increase Decrease headcount development rest of world 1,162 1,860 1,874 1,143 -2,320 2023 2024 Brunel International N.V. Annual Report 2024 115 report from the board of directors Gross profit by vertical Brunel continues to strive for growth and diversification through sustainable growth in, amongst other sectors, the Mining and Public Sector markets. 2023 2024 headcount development Brunel International N.V. 2023 2024 Brunel International N.V. Annual Report 2024 116 The Board of Directors is responsible for Brunel’s risk management and control systems, and for reviewing its effectiveness. The internal risk management and control systems, as described earlier, aim to manage the key risks that may prevent us from achieving our business objectives. However, the risk management and control systems cannot provide full assurance of preventing all control gaps, material misstatements, cases of fraud, or violations of laws and regulations. In 2024, the Board of Directors has reviewed and analysed the strategic, operational, financial and 3.6 Statement by the Board of Directors Peter de Laat, CEO Brunel International N.V. Brunel International N.V. Annual Report 2024 117 report from the board of directors reporting and compliance risks to which the group was exposed, and has reviewed the design and operational effectiveness of Brunel’s risk management and control systems. The Board of Directors shared the outcome of these reviews with the Audit Committee and therefore with the Supervisory Board as well and discussed these with our external independent auditor. Brunel’s risk management and control systems should ensure consistent and reliable financial reporting, both internally and externally. In accordance with the Dutch Corporate Governance Code, we have assessed the design and operational effectiveness of our internal risk management and control systems. Based on the activities performed during 2024, and in accordance with best practice provision 1.4.3, the Board of Directors considers that: • there were no significant failings in the effectiveness of the internal risk management and control systems that requires reporting in the current year (see page 92 - 105 - Risk management section); • the aforementioned systems provide reasonable assurance that the financial reporting does not contain any material inaccuracies (see page 92 - 105 - Risk management section); • based on the current state of affairs, it is justified that the financial reporting is prepared on a going concern basis; and (see page 138 - 211 - the chapter of Annual accounts) • the report includes the conclusion that there are no material risks and uncertainties that are relevant to the expectation of the company’s continuity for the period of twelve months after the preparation of this report (see page 92 and following, starting from Risk management). Following section 5:25c, paragraph 2, under c of the Dutch Act on Financial Supervision (Wet op Financieel Toezicht) the members of the Board of Directors confirm that to the best of their knowledge: These 2024 Annual accounts give a true and fair view of the assets, liabilities, financial position and profit or loss of the company and the undertakings included in the consolidation taken as a whole. This is in accordance with IFRS as endorsed by the European Union. This annual report gives a true and fair view of the company’s position and the undertakings included in the consolidation taken as a whole as of 31 December 2024 and of the development and performance of the business for the financial year then ended. This annual report includes a description of the principal risks and uncertainties that the company faces. Amsterdam, 21 February 2025 The Board of Directors P.A. de Laat CEO Acquired Taylor Hopkinson 2021 brunel milestones Brunel International N.V. Annual Report 2024 118 Annual accounts and dividend The Supervisory Board has taken note of the report of the Board of Directors for the 2024 financial year. The annual accounts and the notes thereto have been audited by EY Accountants B.V. who provided an unqualified audit opinion. We recommend that the General Meeting of Shareholders, to be held on 15 May 2025, adopts the 2024 financial statements. We concur with the Board of Directors’ proposal to pay out a dividend of EUR 0.55 per share. Role and powers of the Supervisory Board The Supervisory Board supervises the strategy of the Board of Directors and the general course of business at the company and its affiliated enterprise and provides the Board of Directors with advice. The Supervisory Board not only focuses on the effectiveness of the company’s internal risk management and control systems and the integrity and quality of its financial reporting, but also on its policies regarding sustainability and safety. In the performance of its duties, the Supervisory Board acts in the interests of the company and its affiliated companies and in doing so takes into account the legitimate interests of the company’s stakeholders. The Supervisory Board also takes into account the social aspects of business operations that are relevant to the company. The Articles of Association of Brunel International N.V. and the Regulations for the Supervisory Board of Brunel International N.V. include rules with respect to board meetings and resolutions and are available on the company’s website. Specific areas of supervision The Supervisory Board’s supervision of the Board of Directors includes aspects such as how the Board of Directors executes the strategy with a view to sustainable long-term value creation, the realisation of both financial and sustainability goals, the risks associated with business activities, the structure and operation of the internal risk management and control systems, the process of financial reporting, compliance with legal and regulatory requirements, shareholder relations, the activities of the Board of Directors with respect to the culture within the company, the operation of the reporting procedures related to abuses and irregularities and the social aspects of business operations that are relevant to the company. Position and major topics 2024 Macro-economic context The year 2024 was a year of continuing challenging circumstances. Against a backdrop of geopolitical and volatile markets, Brunel continued to deliver growth of all global verticals in the first half of the year. The second half of the year reconfirmed the uncertainty that surrounds macroeconomic developments. Clients delayed their investment decisions and start of new projects, which impacted Brunel’s revenue and profitability. Our strategic positioning against the important megatrends of energy transition and digitalisation and chosen global segments (Renewable Energy, Conventional Energy, Mining and Life Sciences) continue to show positive indicators and will support our performance in the longer term. 4 Report from the Supervisory Board Highlights 2024 Brunel: Trusted Partner for Emerging Oil Economies • PROVEN TRACK RECORD IN POWERING ENERGY PROJECTS IN GUYANA, SURINAME & NAMIBIA • Expertise in managing complex oil and gas operations with industry leaders Value for clients: • Delivering workforce solutions and end-to-end project support • Dedicated to sustainability and local engagement Brunel International N.V. Annual Report 2024 119 Topics 2024 There have been changes to the Board of Directors. COO Graeme Maude left Brunel after having reached the end of his four-year term of office in May. In the new operating model, a broader executive leadership team was created to continue the successful strategic execution. The Supervisory Board was pleased to be able to appoint former CFO Peter de Laat as new CEO of the company per October following the early resignation of Jilko Andringa. The Supervisory Board would like to thank Jilko and Graeme for their valuable contributions to the company. Brunel’s strategy is focused on sustainable long-term value creation. Much progress has been made to realise the goals across the strategic pillars - diversification, specialisation, capability building and disciplined execution. To reach Next Level targets and further progress in the future, execution excellence is more relevant than ever before. The Supervisory Board has discussed subjects that touch on strategy and sustainable long-term value creation in all its meetings. The Supervisory Board will continue to monitor the implementation of the strategy. Beside the periodical financial performance reviews, topics discussed during the year under review were risk assessment and risk management, fraud risk, the group’s working capital and cash position, M&A, strategy, ESG, management development, digitalisation, and cybersecurity. These discussions included presentations by the Board of Directors on operations and financial performance. The total equity/ total assets solvency ratio of the company is 54.5 % (2023: 51.1 %) and the cash position remains healthy. The national and international laws and regulations relating to the company cover areas such as employment, work permits, health and safety, anti- bribery and corruption, economic and trade sanctions, foreign exchange and taxes. The Supervisory Board has discussed how compliance with relevant laws and regulations can be ensured. Non-compliance is reported via the periodic consultation with the Supervisory Board. The Supervisory Board obtained information from the Board of Directors regarding the extent and nature of various regulations and how compliance is monitored. The Supervisory Board was kept abreast of the developments in the field of corporate governance and relevant national and European legislation on ESG- related matters. Composition and functioning of the Supervisory Board Due to health reasons, Mr Just Spee stepped down from the Supervisory Board at the close of the General Meeting of Shareholders 16 May 2024. The General Meeting of 16 May 2024 appointed Ms M.G. Kleinsman as member of the Supervisory Board for a period ending at the close of the General Meeting of Shareholders in 2028. Mr A. Kuiper was appointed as Member of the Supervisory Board by the Extraordinary General Meeting of Shareholders of 25 November 2024, effective 1 December 2024 for a period ending at the close of the General Meeting in 2028. The aim is to compose the Supervisory Board in such way that there is an appropriate measure of diversity as regards expertise, experience, competencies, other personal qualities, gender identity, age, nationality, and (cultural) background that best enables the Supervisory Board to discharge its various obligations in relation to the company and its stakeholders. The report from the supervisory board Highlights 2024 Brunel: Trusted Partner for Emerging Oil Economies • PROVEN TRACK RECORD IN POWERING ENERGY PROJECTS IN GUYANA, SURINAME & NAMIBIA • Expertise in managing complex oil and gas operations with industry leaders Value for clients: • Delivering workforce solutions and end-to-end project support • Dedicated to sustainability and local engagement Brunel International N.V. Annual Report 2024 120 current composition of the Supervisory Board is balanced and meets the legal gender quota. The diversity policy and plan of approach pertaining to the Board of Directors and Supervisory Board has been included in the governance report. As in the course of 2024 two new members of the supervisory board were appointed, it was decided to postpone the self-assessment led by an external party, to the year 2025. The Supervisory Board reflected on its own performance and that of its individual members. In its own estimation, and in accordance with best practice provision 2.1.4 of the code, the Supervisory Board has a balanced report from the supervisory board Composition of the Supervisory Board Drs. F.I.M. van der Vloed Prof.dr.ir. K. Koelemeijer Chair Supervisory Board Member (b. 1961, male, Dutch) (b. 1963, female, Dutch) Appointed: Appointed: AGM May 2021 AGM May 2019 Current term: Current term: 2021 – 2025 2023-2027 Former main directorship: Profession: President of Signify Europe Full Professor of Marketing and Director of the Marketing and Supply Chain Center at Nyenrode Business University Other directorships: Other directorships: Chair of the Supervisory Board of Deli Home B.V. Member of the Supervisory Board of Diagnostiek voor U Member of Topteam Sport - Sport - Innovator Member of the Supervisory Board of Royal KPN N.V. Member of the Supervisory Board of Vereniging Eigen Huis Member of the Supervisory Board of Fonds Gehandicaptensport Board member of Nederlandse Vereniging Poppodia en Festivals Member of the Supervisory Board of NLinBusiness Drs. M.G. Kleinsman Drs. A. Kuiper Supervisory Board Member Supervisory Board Member (b. 1963, female, Dutch) (b 1960, male, Dutch) Appointed: Appointed: AGM 2024 EGM 2024 Current term: Current term: 2024 -2028 2024-2028 Former main directorship: Former main directorship: CFO Royal Agrifirm Group President & CEO Hunter Douglas EMEA Other directorships: Other directorships: Member of the Supervisory Board of Avantium N.V. Member of the Supervisory Board of Bonarius Bedrijven Brunel International N.V. Annual Report 2024 121 composition of knowledge and experience. The composition of the Supervisory Board is such that the members can operate independently and critically vis-à-vis one another, the Board of Directors, and any particular interests involved within the meaning of best practice provisions 2.1.7, 2.1.8 and 2.1.9 of the Code. Committees According to the provisions of the Dutch Corporate Governance Code (the ‘Code’), Brunel is not obliged to set up separate Audit, Remuneration and Selection and Appointment committees. However, Brunel has had an Audit Committee since 2001 and has opted to retain the report from the supervisory board Frank van der Vloed Chairman of the Brunel Supervisory Board Margret Kleinsman Member of the Brunel Supervisory Board Aad Kuiper Member of the Brunel Supervisory Board Kitty Koelemeijer Member of the Brunel Supervisory Board Brunel International N.V. Annual Report 2024 122 structure. Since August 2018, all members of the Super- visory Board are also members of the Audit Committee. The entire Supervisory Board also serves as the Remuneration and Selection and Appointment Committees. By-laws and terms of reference for both the Supervisory Board and its Committees are posted on the company’s website. Frequency of meetings and attendance 2024 In the year 2024, the Supervisory Board held six regular scheduled meetings with the Board of Directors. None of the Supervisory Board members was absent at these meetings. The meetings were attended by the entire Board of Directors except for two absences of Mr Maude. The Supervisory Board further held six closed meetings that were not attended by the Board of Directors. The company’s external auditor attended the meeting in which the financial statements for 2024 were discussed. The scheduled meetings of the Audit Committee were held on the same days as the Supervisory Board’s meetings. The regular meetings were preceded by internal consultations within the Supervisory Board. The meetings of the Remuneration and Appointments committee were attended by all members of said committees. The Chairman of the Supervisory Board and the chair of the Audit Committee have been in frequent contact with colleagues, the CEO, the CFO, ELT members and external advisors. Supervisory Board members Supervisory Board Audit committee Remuneration committee Mr F.I.M. van der Vloed 6/6 5/5 2/2 Ms K. Koelemeijer 6/6 5/5 2/2 Ms M.G. Kleinsman 3/6 3/5 Mr A. Kuiper 1/6 1/5 * appointed per May 16, 2024 ** appointed per December 1, 2024 Audit committee The Audit Committee is chaired by Ms. Koelemeijer. The Board of Directors, the internal auditor and the external independent auditor attend the Audit Committee meetings. The Audit Committee has a supervisory role regarding the integrity of the internal and external financial reports of the company, risk management, information technology and sustainability reporting. The Audit Committee met five times in 2024: prior to the publication of the full-year 2023 figures, prior to announcing the quarterly results and to discuss the external independent auditor’s audit plan for 2024 and interim findings. The chair of the Audit Committee also regularly communicated on a one-to-one basis with the external auditor. The discussion on the scope of the audit included 2024 key audit matters as identified by the external independent auditor. Recurring items for the Audit Committee meetings such as risk assessment and risk management, tax compliance, IT systems, internal controls, compliance with laws and regulations, and the quality of the finance function were discussed. ESG reporting, and compliance with the Corporate Sustainability Reporting Directive was discussed in detail in the meetings. Appointment of external independent auditor Annual accounts 2024 The Annual General Meeting of 16 May 2024 appointed EY Accountants B.V. (EY) as auditor of the company’s Annual accounts for the financial year 2024. Internal control From an internal control perspective, Brunel is organised in regions and countries. In each region and country, a finance director is responsible for the set-up and effective functioning of the internal controls for the activities in his/her country or region. These finance directors meet with the CFO on a monthly basis. Furthermore, compensation and hiring/dismissal of these finance directors is the responsibility of the CFO in order to provide sufficient independence towards local general managers. Besides the local finance directors, Brunel has a separate team of controllers in report from the supervisory board Brunel International N.V. Annual Report 2024 123 Amsterdam in the Corporate Finance and Control (CFC) department. Core competences are auditing, reporting and controlling. The majority of the CFC team members have worked with a big four audit firm before joining Brunel. In addition to group reporting, CFC performs internal control activities, both in desktop reviews and during site visits. CFC also provides the group with accounting manuals and guidelines for internal control procedures, as well as a multiday global meeting with the local finance directors. Internal audit function The internal audit function reports to the Audit Committee. The purpose of Brunel’s internal audit function is to provide findings and consulting services designed to add value and improve Brunel’s operations. The mission of internal audit is to enhance and protect organisational value by providing risk- based and objective findings, advice, and insight. The internal audit function helps Brunel accomplish its objectives by bringing a systematic, disciplined approach to evaluate and improve the effectiveness of governance, risk management, and control processes. The internal audit function reports functionally to the Audit Committee and administratively (i.e. day-to-day operations) to the Board of Directors. Based on the size of Brunel and activities of the Corporate Finance & Control department, Brunel chooses for a hybrid setup of the internal audit function. In this set-up, there is no dedicated internal audit team, but the internal audit function is fulfilled by employees who also have a different role within Brunel. In 2024, the internal audit function completed all items of the internal audit plan. Risk and internal risk management systems During 2024, the Audit Committee also discussed with the Board of Directors the updated risk assessment that was performed by the Board of Directors in cooperation with commercial management and the regional finance directors. This concerns risks associated with the strategy and the nature of the business, and the way that the Board of Directors monitors the design and operation of the internal risk management systems. Risk assessment and risk management systems are being further embedded in the reporting structure to support decision making and achieving of strategic objectives in the coming years. report from the supervisory board “We are proud to have supported a key project in Australia’s energy sector. Harnessing our deep industry knowledge and recruitment expertise, we coordinated and mobilised a team of 55 technical specialists to support the project’s expansion. This achievement underscores our ability to deliver tailored Workforce Solutions for large-scale developments, contributing to the continued success of one of Australia’s most prominent energy ventures.” Anita Giompaolo Senior Client Development Manager Australasia Brunel International N.V. Annual Report 2024 124 The relevant risks to the company are described in the section “Risks, risk management and control systems” of this annual report. Information and communication technology In 2024, an update on the IT strategy was discussed as well as developments on existing IT infrastructure. Financial reporting The Board of Directors informed the Supervisory Board on the processes for the preparation of the financial reports and how the quality of the financial reporting is monitored. Based on this and the report of the external independent auditor, the Supervisory Board believes the Board of Directors adequately interprets its responsibility for the quality of the financial information. Composition and functioning of the Board of Directors The evaluation of the performance of the Board of Directors, and of its individual members was discussed in the absence of the Board of Directors. Also, the personal targets for 2024 were evaluated. As from 2024, the Board of Directors is assisted by a broad and diverse Executive Leadership Team which made succession of the COO at Board level inopportune. With Peter de Laat’s appointment as CEO a vacancy for the CFO position arose. The Supervisory Board proposes to appoint Toine van Doremalen as CFO for a period of four years at the Annual General Meeting of Shareholders on 15 May 2025. Dialogue with the external independent auditor The Audit Committee has discussed the Annual accounts, annual report, Supervisory Board’s report, management letter and risk management policy with the Board of Directors and the external independent auditor. The Supervisory Board assessed the independence of the auditor. It was concluded that threats to independence are absent. The Supervisory Board believes that the external independent auditor provided the Supervisory Board with all relevant information in order to exercise its supervisory responsibilities. report from the supervisory board Brunel International N.V. Annual Report 2024 125 Relationship with shareholders The Supervisory Board discussed with the Board of Directors how to consider the interests of shareholders as well as the issues raised by shareholders at the last Annual General Meeting. The Supervisory Board believes that the company acted in a constructive and careful way regarding the shareholders’ interests. Others The Supervisory Board approved the operational and financial objectives of the company, and also approved the strategy designed to achieve the objectives and the preconditions associated with that strategy. The Supervisory Board endorsed the Board of Directors’ efforts on corporate social responsibility and the particular aspects that are relevant to the enterprise. Furthermore, no matters occurred which, under the law, the statutes or the Code, requires the approval of the Supervisory Board. Conflicts of interest In 2024, no matters occurred involving conflicts of interest of directors, Supervisory Board members, shareholders and/or external independent auditor that are of material significance to the company and/or the respective directors, members, shareholders and/or external independent auditor. Information on related party transactions is included under note 25 to the Annual accounts. Amsterdam, 21 February 2025 The Supervisory Board F.I.M. van der Vloed, Chair K. Koelemeijer M.G. Kleinsman A. Kuiper report from the supervisory board Brunel International N.V. Annual Report 2024 126 Introduction The remuneration of the members of the Board of Directors is the responsibility of the Supervisory Board as a whole. Decisions by the Supervisory Board should be in accordance with the remuneration policy for members of the Board of Directors as approved by the General Meeting of Shareholders. Decisions regarding the remuneration of the members of the Supervisory Board are taken by the General Meeting of Shareholders. Remuneration policy The remuneration policy’s objective is to attract, motivate and retain qualified and expert executives to Brunel International N.V. (the ‘Company’ or ‘Brunel’), an internationally operating company that is listed on the stock exchange and specialises in the supply of flexible knowledge and capacity, and to contribute to the Company’s strategy, long-term interests and sustainability. The Supervisory Board believes that the remuneration policy expedites the short-term operational performance and the objectives for the strategy for sustainable long-term value creation within the meaning of best practice provision 1.1.1 of the Dutch corporate governance code (the ‘Code’). The remuneration policy was adopted by the Annual General Meeting of 2023 and is published on the Company’s website www.brunelinternational.net. In accordance with the requirements of Article 2:135a paragraph 2 of the Dutch Civil Code, the remuneration policy will be submitted for adoption to the General Meeting of Shareholders every four (4) years. The annual general meeting did not provide any comments to the 2023 remuneration report. The 2024 remuneration report will be provided to the shareholders meeting for a non-binding ‘advisory vote’. Remuneration structure and components The remuneration structure for the Board of Directors is designed to balance short-term operational performance with the long-term objectives of the Company, assuring that the interest of the members of the Board of Directors and Supervisory Board are closely aligned to those of the Company, its business and its stakeholders. The Company intends to offer the Board of Directors a remuneration package that is competitive to a relevant labour market peer group. To define this market a reference group of Dutch cross industry and European sector specific companies that are comparable in terms of size, is created. This reference group includes Arcadis, B&S Group, For Farmers, Fugro, Sif Holding, Sligro, Vopak, Adesso, All for One, Allgeier, Amadeus Fire, Bertrandt, Ricardo, Robert Walters and Sthree. The total compensation for members of the Board of Directors is defined in the remuneration policy as a combination of fixed compensation, variable compensation, pension and other benefits. In line with this policy, the Supervisory Board determines a total compensation level for each member of the Board of Directors, reflecting the specific roles, responsibilities, qualifications, experience and expertise of the individual. In addition to that, the remuneration committee conducts regular scenario analyses to determine the long-term effect of the level and structure of compensation granted to each Board 5 remuneration Report Brunel International N.V. Annual Report 2024 127 Member. Each year the remuneration committee reviews these total compensation levels to ensure they remain competitive and provide proper and risk-based incentives. Based on the results of the annual competitiveness review and discussions with the Members of the Supervisory Board regarding their remuneration level and structure, the remuneration committee may recommend changes to the compensation levels. Before the remuneration policy as a whole is determined, and the level of remuneration of individual Board Members is fixed, scenario analyses are made of the variable remuneration components and the consequences that they could have on the level of remuneration of the Board of Directors. The level and structure of the remuneration of the Board of Directors is determined by reference to the scenario analysis carried out and with due regard for the employment conditions of the employees of Brunel, including their remuneration and the development of relevant pay ratios, compared to those of the Board of Directors and members of the Supervisory Board. In determining the level and structure of the remuneration of Board of Directors , both financial and non-financial indicators relevant to the long-term objectives of the Company are taken into account. Board of Directors Terms of engagement The members of the Board of Directors, and the dates of commencement of their board membership are: Peter de Laat 1 May 2014, reappointed on 14 May 2018 and 19 May 2022 Jilko Andringa 7 December 2017, reappointed 11 May 2021, resigned 1 November 2024 Graeme Maude 1 July 2020, stepped down 16 May 2024 In line with best practice provision 2.2.1, the Board of Directors have been appointed for a period of four (4) years. The Board of Directors has an engagement agreement with Brunel International N.V. rather than an employment contract. The agreements with the Board of Directors include a termination arrangement, which is in line with best practice provision 3.2.3 of the Code. Either party to the engagement agreement may terminate the engagement agreement by giving six months’ notice. The remuneration package, following the adoption of the remuneration policy, contains the following components: Fixed compensation The fixed pay supports the recruitment and retention of directors of the calibre required to implement our strategy. It reflects the individual’s skills, experience, performance and the role within the Company. The Supervisory Board determined the fixed annual compensation of the members of the Board of Directors for 2024 at: Mr P.A. de Laat EUR 445,000, per 1 October, 2024 EUR 600,000 Mr. J.T. Andringa EUR 625,000 Mr A.G. Maude EUR 445,000 Variable compensation Brunel believes that variable compensation strengthens the commitment of the Board of Directors to the company’s objectives, business strategy, risk tolerance and long-term performance. The variable component of the total remuneration package consists of short- and long-term components. Performance targets and conditions are derived from our strategy and annual business plans. The targets are assigned prior to the relevant year and assessment of realisation is conducted after year-end by the Supervisory Board. remuneration report Brunel International N.V. Annual Report 2024 128 Short-term incentive (STI) The STI incentivises year-on-year delivery of financial, strategic and operational objectives selected to support the annual business strategy and the ongoing enhancement of shareholder value. The ability to recognize performance through annual bonus enables to manage our cost base flexibility and react to events and market circumstances. The STI scheme for the CEO and CFO comprises financial targets selected from revenue-, profit-, and cash and/or cashflow related objectives (total weighting of 75%). In addition, non-financial objectives are selected based on ESG and/or other strategic imperatives for a total weighting of 25%. The CEO and CFO are eligible for an annual cash incentive only if Company performance is at or above the predetermined ranges (i.e. threshold level). The on-target short-term bonus is 50% of the fixed gross annual remuneration of the CEO. For the CFO, the on-target bonus opportunity is 40% of the fixed gross annual remuneration. In case of excellent performance the maximum STI opportunity amounts to 150% of target (= 75% of the fixed gross annual remuneration of the CFO and 60% for the CFO). In principle, the STI compensation is paid in cash. However, any STI payments after deduction of taxes can be paid for a maximum of 25% in shares if the share ownership guidance levels have not yet been reached. Based on the results in 2024, the Supervisory Board has considered the extent to which the performance delivered meets the quantitative targets and also the individual targets have been assessed. Due to the departure from Brunel in the course of the year, the CEO and COO were not entitled to a bonus. Financial targets for CEO, CFO and COO % of total Bandwith Actual Achieved CEO Achieved former CEO Revenue of EUR 1,488 million 25% 1,414 – 1,562 million 1,365 million -% -% * EBIT percentage 4.9% 35% 4.65%-5.15% 4.3% -% -% Cash collection (TDO of 78 days) 15% 76-80 days 12% -% Individual targets for P.A. de Laat, former-CFO, CEO per October 1, 2024 Digitalisation 15% -% 7.5% Implementation CSRD 10% -% 10% Individual targets for J.T. Andringa former-CEO EBIT improvement plan 15% -% -% M&A 10% -% No individual targets were set for COO Total achieved 29.5% -% * 33.33% (2023: 50%) of the potential for these targets is achieved when the bottom of the range is achieved. The remaining 66.67% (2023: 50%)is distributed equally over the range Long-term variable component To further enhance a long-term focus and alignment with the long-term strategy of the Company, Brunel grants an Long-term incentive (LTI ) to the CEO and CFO, with a five-year horizon (a three-year performance period plus a two-year holding period). The LTI aims to ensure that the interests of the CEO and CFO are aligned with those of its long-term shareholders and to provide an incentive for CEO and CFO to continue their employment relationship with the Company. The LTI consists of performance shares only. The performance shares are conditionally granted on an annual basis to the CEO and CFO. The shares will become unconditional depending on the achievement of predetermined performance targets during a three- year period. Each performance cycle starts on the first day of the year of grant. The number of performance shares to be conditionally awarded is calculated at the beginning of this period using the volume-weighted average share price during the last quarter of the year preceding the conditional award. The conditions for the grant are 75% financial and 25% non-financial. The financial target for the LTI comprises the Brunel’s remuneration report Brunel International N.V. Annual Report 2024 129 Total Shareholder Return (‘TSR’) compared to the Amsterdam Small Cap Index (‘AScX’).) . The non-financial targets for the LTI relate to ESG-aspects relevant to the Company and/or other strategic imperatives. The specific ESG aspects are defined on a person-by-person basis. In 2024 and for the currently active Directors of the Board, the ESG aspects are determined as follows for the period up to and including 2026: • Diversity: Increase female representation in the Global Leadership Team to having one-third of the positions in the GLT occupied by women and at least one-third by men • Customer: Customer net promotor score of 45 or higher • Environment: 40% reduction in absolute CO 2 emissions scope 1 and 2 versus base year 2019 The definition of the TSR and calculation is as follows: Brunel’s relative change in share price, plus dividend paid over the relevant performance period. The performance period starts 1 January and ends three years later, on 31 December. The TSR is calculated as the difference between (i) the average (closing) share price during the last quarter of the performance period and (ii) the average (closing) share price during the quarter preceding the performance period; in the calculation, dividends are re-invested at the ex-dividend date. The TSR of Brunel is compared to the AScX(including dividend). The on-target LTI is 70% of the fixed gross annual remuneration of the CEO and 60% of the fixed gross annual remuneration of the CFO. In case of excellent performance the maximum LTI opportunity amounts to 150% of target. (= 105% of the fixed gross annual remuneration of the CFO and 90% for the CFO. In order to ensure alignment between the interest of the CEO and CFO and the Company’s sustainable long- term value creation, minimum share ownership guidelines apply. To further stimulate reaching the share ownership guidelines, any STI payments after deduction of taxes are paid for a maximum of 25% in shares if the share ownership guideline levels have not yet been reached. The conditionally granted (i.e. not yet vested) shares expire at the time of earlier termination of the agreement unless the agreement is terminated due to disability, death, retirement or through no fault of the Board of Directors The following table shows the outstanding performance shares granted to members of the Board of Directors in 2024. Note that this is a new LTI scheme starting in 2024: Grant date Status Number of shares at grant date Performance adjustment Vested in 2024 Outstanding per December 31,2024 Fair value at grant date Vesting date End of holding period P.A. de Laat 12 June 2024 Conditional 22,455 - - 22,455 EUR 11,10 1 Jan 2029 1 Jan 2029 J.A. Andringa 12 June 2024 Conditional 36,795 - - 0 EUR 11,10 n/a n/a Total 59,250 22,455 * Performance shares for Jilko Andringa were forfeited at on 1 November 2024 because of early resignation. The shares will become unconditional after three years, depending on whether predetermined targets are achieved or not. Pension contribution The pension scheme for Members of the Board of Directors is a defined contribution plan. The contributions are partly borne by the company. remuneration report Brunel International N.V. Annual Report 2024 130 Loans The company has issued no loans or guarantees to Members of the Board of Directors. Claw-back provision The Supervisory Board has the authority to claim back variable bonus compensation that has been paid out to the extent such payment was based on incorrect information, including financial statements, concerning the achievement of targets or the occurrence of circumstances that the bonus compensation was dependent on. Board of Directors remuneration in 2024 The table below summarizes the 2024 compensation elements of the members of the Board of Directors. 2024 (2023) in EUR Base salary Short-term bonus Pension Other benefits* Share based payments ** Total Fixed proportion P.A. de Laat 484 (445) 92 (36) 13 (12) 36 (36) -59 (95) 566 (624) 92% (77%) J.T. Andringa 520 (625) - (169) 14 (15) 30 (36) -184 (113) 380 (958) 145%(69%) A.G. Maude 169 (445) - (63) 7 (17) 62 (259) -39 (110) 199 (894) 92% (54%) * Represents a fixed allowance for expenses ** Represents the fair value of options and SARs earned and/or forfeited as recorded in the profit and loss account for 2024. *** In 2024 an amount of EUR 48k for unused vacation days was paid out and in 2023 an amount of EUR 223k termination benefit is included. For the SARs granted in 2021, the intrinsic value was EUR 1.38 at the vesting date in 2024. For the SARs granted in 2020, the intrinsic value was EUR 3.81-4.03 at the vesting date in 2023. remuneration report Recognised as one of the “World’s Best Companies” 2024 brunel milestones Brunel International N.V. Annual Report 2024 131 Summary of SARs outstanding SARs outstanding per December 31, 2024 Outstanding SARs of Graeme Maude forfeited upon his departure in May 2024. Outstanding SARs of Jilko Andringa forfeited upon his departure in November 2024. Director Year of granting Exercise price in EUR Fair value in EUR * Exercise period ends in P.A. de Laat 15,000 2020 6.39 1.48 July 2025 40,000 2021 9.08 2.49 February 2026 50,000 2022 11.92 2.77 February 2027 95,000 2023 11.58 2.60 February 2028 * Reflects the fair value at the grant date. The valuation model to calculate the fair value of the SARs is the Black and Scholes model. The reference dates are the date of granting, and precisely three years later. As per December 31, 2024, the SARs granted in 2020 and 2021 can be exercised. The share price at 31 December 2024 was EUR 9.07 The movement of the SARs outstanding during 2024 is as follows: J.T. Andringa P.A. de Laat A.G. Maude Total Balance at 1 January 315,000 250,000 185,000 750,000 Granted 0 0 0 0 Exercised -15,000 0 - 40,000 -155,000 Expired -300,000 -50,000 -145,000 -395,000 Balance at 31 December 0 200,000 0 200,000 Remuneration charged to subsidiaries The Company has subsidiaries and consolidates the financial information of other Brunel companies. No remuneration was charged to or incurred by those subsidiaries in the financial year. Internal pay ratio The pay ratio of CEO compensation compared to the average employee compensation during 2024: 2024 2023 2022 2021 2020 CEO 5.7 10.2 11.6 12.6 13.8 Due to lower share-based payment costs and slightly higher average of personnel costs, the internal pay ratio is lower. remuneration report Brunel International N.V. Annual Report 2024 132 The term ‘pay ratios’ as referred to in best practice provision 3.4.1, section iv, is understood to mean the ratio between (i) the total annual remuneration of the CEO and (ii) the average annual remuneration of the employees of the company and the group companies whose financial data the company consolidates, where: i. the total annual remuneration of the CEO includes all remuneration components (such as fixed remuneration, variable remuneration in cash (bonus), the share-based part of the remuneration, social security contributions, pension, expense allowance, etc.), as included in the (consolidated) financial statements. ii. the average annual remuneration of the employees is determined by dividing the total wage costs in the financial year (as included in the (consolidated) financial statements) by the average number of FTEs during the financial year; and iii. the value of the share-based remuneration is determined at the time of assignment, in line with the applicable rules under the applied reporting requirements. This ratio is calculated using the annualised compensation for 2024 of EUR 0.6 million compared to the average compensation of employees. The average compensation of all indirect employees was calculated from the numbers as reported in Note 17 Direct and indirect personnel expenses and Note 28 Segment reporting, resulting in an average compensation of EUR 0.1 million for 2024. The five-year development of the directors’ remuneration is as follows: 2020 vs 2019 2021 vs 2020 2022 vs 2021 2023 vs 2022 2024 vs 2023 2024 Board of Director’s remuneration: P.A. de Laat, CEO per 1 October 2024 and former CFO 38% 18% -22% 1% -9% 566 (624) J.T. Andringa, resigned per 1 November 2024 59% 6% -2% -9% -60% 380 (958) A.G. Maude, stepped down 16 May 2024 - -24% 0% 4% -78% 199 (894) Supervisory Board’s remuneration F.I.M. van der Vloed (as of 11 May 2021) chair - 10% 6% 0% 70 (70) J.J.B.M. Spee, vice-chair (until 16 May 2024) 0% 4% -6% -6% -65% 21 (60) K. Koelemeijer 0% 5% 9% 0% 0% 60 (60) M.G. Kleinsman (from 16 May 2024) - 34 A. Kuiper (from 1 December 2024) - 5 Brunel’s performance: Revenue -14% 0% 31% 13% 3% 1,364,760 Operating profit 65% 65% 28% -7% -7% 52,149 Average remuneration on a FTE basis of employees: -5% 15% 6% 9% 5% 100 Supervisory Board The General Meeting of Shareholders determines the remuneration of the Supervisory Board Members, and it may be reviewed annually. The remuneration of the Members of the Supervisory Board consists only of a fixed annual payment and reflects the time spent and the responsibilities of their role. It is not linked to the financial results of the company. Members of the Supervisory Board do not receive any performance or equity-related compensation and do not accrue any pension rights with the company. The company does not grant stock options or shares to the Members of the Supervisory Board. The regulations for shareholdings for Members of the Supervisory Board are posted on the company’s website. remuneration report Brunel International N.V. Annual Report 2024 133 Supervisory Board remuneration in 2024 The annual allowances of the Members of the Supervisory Board are set on median levels compared to companies, which are similar to Brunel in terms of scale and complexity. As approved by the Annual General Meeting held in May 2016, the annual gross compensation for the Chairman is EUR 70,000, Vice- chairman EUR 60,000, Supervisory Board Member EUR 55,000, and an additional compensation of EUR 5,000 for the Chairman of the Audit Committee. Loans The company has issued no loans or guarantees to Members of the Supervisory Board. Amsterdam, 21 February 2025 Brunel International N.V. The Supervisory Board remuneration report “We’re absolutely thrilled to be working on one of the largest green hydrogen production plants in Europe – a truly ground-breaking initiative. This is our first project in Europe & Africa, where we’re partnering with ICE. And it is a great example of our internal inter-regional collaboration, which makes it all the more exciting. The project aligns perfectly with what we do best, bringing together our expertise across recruitment, Global Mobility & Logistics, and Operations. It’s not just about providing manpower: We’re also responsible for the commissioning scope using our digitalised software package. It’s an incredible opportunity to showcase innovation and teamwork, and we couldn’t be prouder to be part of it.” Jacquie Zwaan Business & Bid Manager Europe & Africa Brunel International N.V. Annual Report 2024 134 Stock exchange listing and indices Brunel International N.V.’s (Brunel) ordinary shares are listed at the Euronext stock exchange in Amsterdam (ticker symbol BRNL and ISIN NL 0010776944). Since 2015, Brunel has been listed on the Euronext Amsterdam Small Cap Index (ASCX). Since April 2011, options on Brunel shares are also tradable on Euronext. Next to the ASCX Index, Brunel is part of the Morningstar Sustainalytics Index. 6 the brunel share Shareprice development Volume share price development Brunel International N.V. Annual Report 2024 135 Structure and share capital Brunel is a public limited liability company. Its authorised capital is EUR 6 million, divided into 199.6 million ordinary shares and one priority share. The par value of the ordinary shares is EUR 0.03 each. The par value of the priority share is EUR 10,000. The priority share has not been issued. The total number of shares outstanding on 31 December 2024 is 50.453.752 (2023: 50,400,988), giving a market capitalisation of EUR 458 million at that time. Interests According to the AFM register on notification of substantial holdings, Mr J. Brand, the company’s founder, directly or indirectly holds a capital interest of approximately 60.05%, with corresponding voting rights. Substantial participating interests On 31 December 2024, next to the interest of Mr J. Brand, Mr J.B. Meulman holds 3.02% of the share capital of Brunel with corresponding voting rights according to the AFM register. Next to the holdings mentioned there were no other shareholdings that exceeded the participating interest threshold of 3% of the share capital of Brunel. Dividend The dividend policy, discussed during the Annual General Meeting of Shareholders (AGM) in 2022, is to pay out 60-100% annually as cash dividend and to add the remainder of the profit to the general reserve. For this year we propose to the AGM to pay a dividend of EUR 27.7 million or EUR 0.55 per share (2023 EUR 0.55 per share). Share performance The share price decreased in 2024 from EUR 11.18 at year end 2023 to EUR 9.07 at year end 2024. The volume in euros traded on Euronext per year increased from EUR 140 million in 2023 to EUR 172 million in 2024. the brunel share Brunel earning per share EPS Dividend 0,75 1,50 0,20 0,40 0,15 0,15 0,41 0,25 0,08 - 0,31 0,30 0,61 0,45 0,58 0,55 0,63 0,55 0,59 0,55 Brunel International N.V. Annual Report 2024 136 Investor relations Brunel strives to provide existing and potential shareholders and other stakeholders with equal and concurrent information, especially about matters that may influence the share price. We inform the (financial) stakeholders by means of press releases on our website and we send these press releases to media and stakeholders that have indicated that they want to receive these messages. Brunel also hosts analysts’ meetings following the publication of the quarterly, half year and annual results. The webcasts of these meetings are publicly available, real time and afterwards. Communication with investors and analysts is furthermore arranged through analysts’ meetings, roadshow programs, reverse roadshows, investor conferences and the AGM and, if applicable EGMs. All information provided to the financial stakeholders can be found on our website: www.brunelinternational.net. Bilateral meetings and conference calls with analysts and shareholders are not held during the closed periods. The stakeholder dialogue policy can be found in the corporate governance section of our website. Brunel is covered by two major Benelux brokers and one independent research firm. You can contact the Investor Relations of Brunel via ir@brunel.net. Financial calendar 9 May 2025 Trading update for the first quarter 2025 (before trading) 15 May 2025 Annual General Meeting of Shareholders 19 May 2025 Ex-dividend listing 12 June 2025 Dividend available for payment 1 August 2025 Publication half-year 2025 results (before trading) 7 November 2025 Trading update for the third quarter 2025 (before trading) the brunel share Brunel International N.V. Annual Report 2024 137 the brunel share “In today’s fast-paced and ever more complex world, where unpredictability and constant change are the norm, I firmly believe that Brunel has a crucial role to play as a Project and Workforce Solutions specialist. To assist our clients in effectively navigating the labour market landscape, we harness the power of data analytics to drive a data-driven market approach. We offer insightful and intelligent solutions that empower confident decision- making, build client relationships and accelerates sales and recruitment performance.” Amanda Linger Global Market & Business Intelligence Consultant Market & Business Intelligence Celebrating Brunel’s 50th anniversary 2025 brunel milestones Brunel International N.V. Annual Report 2024 138 financial statements Contents Consolidated financial statements 139 Consolidated balance sheet as at 31 December 2024 139 Consolidated profit and loss account for the year ended 31 December 2024 140 Consolidated statement of comprehensive income for the year ended 31 December 2024 141 Consolidated cash flow statement for the year ended 31 December 2024 142 Consolidated statement of changes in equity for the year ended 31 December 2024 143 Notes to the consolidated Annual accounts 145 Company financial statements 191 Company balance sheet as at 31 December 2024 191 Company profit and loss account for the year ended 31 December 2024 192 Notes to the company balance sheet and profit and loss account 193 7 financial statements Brunel International N.V. Annual Report 2024 138 Brunel International N.V. Annual Report 2024 139 7.1 Consolidated financial statements 7.1.1 Consolidated balance sheet as at 31 December 2024 x EUR 1,000, before profit appropriation 31 December 2024 31 December 2023 Non-current assets Goodwill (2) 47,332 44,268 Other intangible assets (3) 24,844 24,657 Property, plant and equipment (4) 11,857 11,952 Right-of-use assets (5) 32,514 37,223 Financial assets at amortised cost (6) 4,602 6,717 Investments accounted for using the equity method (7) - - Non-current restricted cash (9) 471 5,618 Deferred income tax assets (20) 18,405 17,265 Total non-current assets 140,025 147,700 Current assets Trade and other receivables (8) 311,394 351,374 Income tax receivables (20) 4,782 7,429 Restricted cash (9) 13,798 14,556 Cash and cash equivalents (9) 112,004 90,225 Total current assets 441,978 463,584 Total assets 582,003 611,284 Group equity (13) Share capital 1,517 1,517 Share premium 86,145 86,145 Reserves 197,637 182,140 Unappropriated result 29,842 31,652 Shareholders’ equity 315,141 301,454 Non-controlling interest (13) 2,257 11,081 Total equity 317,398 312,535 Non-current liabilities Provisions (10) 7,688 7,129 Deferred income tax liabilities (20) 2,010 2,460 Lease liability (5) 22,469 27,028 Loans and borrowings (11) 61,593 78,590 Other non-current financial liabilities (11) 5,674 4,858 Total non-current liabilities 99,434 120,065 Current liabilities Lease liability (5) 11,732 12,179 Trade and other payables (12) 137,273 150,098 Income tax payables (20) 16,166 16,407 Total current liabilities 165,171 178,684 Total liabilities 264,605 298,749 Total equity & liabilities 582,003 611,284 Brunel International N.V. Annual Report 2024 140 7.1.2 Consolidated profit and loss account for the year ended 31 December 2024 x EUR 1,000 2024 2023 Revenue (26) 1,364,760 1,330,535 Direct personnel expenses (16) -1,101,673 -1,056,953 Contribution margin 263,087 273,582 Indirect personnel expenses (16) -138,970 -147,647 Depreciation and amortisation (17) -21,897 -22,019 Other expenses (18) -50,071 -47,595 Total operating costs -210,938 -217,261 Operating profit 52,149 56,321 Exchange differences (19) -3,053 -2,891 Interest income (19) 1,393 904 Interest expenses (19) -6,204 -4,232 Financial income and expense -7,864 -6,219 Group result before tax 44,285 50,102 Tax (20) -14,032 -17,943 Group result for the period 30,253 32,159 Net income attributable to equity holders of the parent (ordinary shares) 29,842 31,652 Net income attributable to non- controlling interest 411 507 Net income for the year 30,253 32,159 Basic earnings per share in euro (21) 0.59 0.63 Diluted earnings per share in euro (21) 0.59 0.63 Brunel International N.V. Annual Report 2024 141 7.1.3 Consolidated statement of comprehensive income for the year ended 31 December 2024 x EUR 1,000 2024 2023 Net income 30,253 32,159 Other comprehensive income Items that may be reclassified subsequently to profit or loss Exchange differences arising on translation of foreign operations 8,629 -7,832 Income tax relating to components of other comprehensive income (20) -2,033 732 6,596 -7,100 Items that will not be reclassified subsequently to profit or loss Actuarial gains/(losses) on defined benefit plans (10) 134 -255 134 -255 Total other comprehensive income (net of tax) 6,730 -7,355 Total comprehensive income 36,983 24,804 Attributable to: Ordinary shareholders 36,603 24,572 Non-controlling interest 380 232 Total comprehensive income 36,983 24,804 Brunel International N.V. Annual Report 2024 142 7.1.4 Consolidated cash flow statement for the year ended 31 December 2024 x EUR 1,000 2024 2023 Cash flow from operating activities Result after tax 30,253 32,159 Adjustments for: Income tax expense (20) 14,032 17,943 Depreciation and amortisation (17) 21,897 22,019 Exchange differences (19) 905 1,559 Interest income (19) -1,392 -904 Interest expense (19) 6,204 4,232 Other non-cash expenses (24) 1,444 1,482 Share based payments (14) -935 1,723 Changes in: Receivables (22) 44,752 -53,853 Provisions (10) 559 380 Trade and other payables (23) -9,851 7,844 Restricted cash (9) 6,850 -5,230 42,310 -50,859 Income tax paid (20) -14,700 -19,193 Interest paid -5,508 -3,379 Interest received 1,249 950 Cash flow generated from operating activities 95,759 7,733 Cash flow from investing activities Additions to property, plant and equipment (4) -2,643 -2,998 Additions to intangible fixed assets (3) -7,049 -8,734 Disposals of property, plant and equipment (4) 27 17 Disposals of intangible assets (3) 70 3 Acquisition of subsidiaries (1) (12) -2,474 0 Repayment of loans by third parties (6) 1,761 402 Cash flow used in investing activities -10,308 -11,311 Cash flow from financing activities Dividend non-controlling interest (13) -1,836 -2,222 Dividend ordinary shareholders (13) -27,769 -27,721 Proceeds from drawing of loans and borrowings (11) 40,000 59,968 Repayment of loans and borrowings (11) -56,617 0 Settlement of put option liabilities (12) -6,573 0 Principal elements of lease payments (5) -13,360 -14,008 Cash flow used in financing activities -66,155 16,017 Total cash flow 19,296 12,439 Cash and cash equivalents at 1 January (9) 90,225 80,861 Exchange rate fluctuations 2,483 -3,075 Cash and cash equivalents at 31 December (9) 112,004 90,225 Brunel International N.V. Annual Report 2024 143 7.1.5 Consolidated statement of changes in equity for the year ended 31 December 2024 x EUR 1,000 Share Capital Share Premium Trans- lation reserve Share based pay- ments Retained earnings Unappro- priated result Attribu- table to ordinary share- holders Non- control- ling interest Total Balance at 1 January 2023 1,517 86,145 12,013 707 174,907 29,390 304,679 13,138 317,817 Net income - - - - - 31,652 31,652 507 32,159 Exchange differences arising on translation of foreign operations - - -7,557 - - - -7,557 -275 -7,832 Actuarial gains/(losses) - - - - -255 - -255 - -255 Income tax relating to components of other comprehensive income - - 732 - - - 732 - 732 Total comprehensive income - - -6,825 - -255 31,652 24,572 232 24,804 Cash dividend (13) - - - - -27,721 - -27,721 -2,222 -29,943 Share based payments (14) - - - -143 - - -143 - -143 Gain on liquidation of subsidiary (13) - - - - 67 - 67 -67 - Appropriation of result - - - - 29,390 -29,390 - - - Balance at 31 December 2023 1,517 86,145 5,188 564 176,388 31,652 301,454 11,081 312,535 Net income - - - - - 29,842 29,842 411 30,253 Exchange differences arising on translation of foreign operations - - 8,660 - - - 8,660 -31 8,629 Actuarial gains/(losses) - - - - 134 - 134 - 134 Income tax relating to components of other comprehensive income - - -2,033 - - - -2,033 - -2,033 Total comprehensive income - - 6,627 - 134 29,842 36,603 380 36,983 Cash dividend (13) - - - - -27,769 - -27,769 -1,836 -29,605 Share based payments (14) - - - -560 557 - -3 - -3 Recognition of put- option liability (1) - - - - -2,408 - -2,408 - -2,408 Acquisition of subsidiary (1) - - - - - - - -104 -104 Acquisition of non- controlling interest (11) - - - - 7,264 - 7,264 -7,264 - Appropriation of result - - - - 31,652 -31,652 - - - Balance at 31 December 2024 1,517 86,145 11,815 4 185,818 29,842 315,141 2,257 317,398 Brunel International N.V. Annual Report 2024 144 financial statements Participations Brunel International N.V.’s main participations as per 31 December 2024 are listed below. These are included in the consolidated financial statements of Brunel International N.V. Unless otherwise stated, all these participations are, directly or indirectly, wholly-owned and Brunel has full or over half of the voting power. Some non-material participations are not included in the list. Brunel Corporate B.V., Amsterdam, The Netherlands Brunel Energy Europe Staff B.V., Amsterdam, The Netherlands Brunel Nederland B.V., Rotterdam, The Netherlands Brunel Energy Holding B.V., Rotterdam, The Netherlands Brunel Energy Europe B.V., Rotterdam, The Netherlands We support W B.V., (50.1%), Amsterdam, The Netherlands Brunel Belgium N.V., Mechelen, Belgium Brunel International UK Ltd, Glasgow, United Kingdom Celsium Ltd, Birmingham, United Kingdom Brunel Service GmbH & Co. KG, Bremen, Germany Brunel GmbH, Bremen, Germany Brunel Car Synergies GmbH, Bochum, Germany Brunel International France Srl, Paris, France Brunel Italia Srl, Milan, Italy Brunel Energy Norge AS, Stavanger, Norway Brunel Austria GmbH, Salzburg, Austria Brunel Switzerland AG, Zürich, Switzerland Brunel CZ s.r.o., Prague, Czech Republic Brunel Romania Srl, Bucharest, Romania Brunel Denmark ApS, Copenhagen, Denmark Brunel Mozambique Lda, Maputo, Mozambique Brunel Energy LLC, Dubai, United Arab Emirates Brunel DMCC, Dubai, United Arab Emirates Brunel Oil & Gas Services WLL, (75%) Doha, Qatar Brunel India Private Ltd, Mumbai, India Brunel Energy Kuwait WLL, (75%) Farwania, Kuwait Ishtar Baghdad for General Services LLC, Baghdad, Iraq Brunel Energy Japan K.K., Tokyo, Japan Brunel International South East Asia Pte Ltd, Singapore International Commissioning & Engineering Pte Ltd (51%), Singapore Brunel International South East Asia PNG Limited, Port Moresby, Papua New Guinea Brunel Energy Malaysia SDN BHD, Kuala Lumpur, Malaysia Brunel Energy Korea Ltd, Ulsan, South Korea Brunel Hong Kong Ltd, Hong Kong, China Brunel Energy Hong Kong Ltd. Hong Kong, China Brunel Consultancy Shanghai Ltd, Shanghai, China Brunel (Shenzhen) Business Management Co., Ltd. Shenzhen, China Brunel Engineering (Dalian) Ltd, Dalian, China Brunel Engineering Services (Qingdao) Co. Ltd, Qingdao, China Brunel Engineering Services (Nantong) Co. Ltd, Nantong, China Brunel Engineering Services (Yantai) Co, Yantai, China Brunel Engineering Technology (Tianjin) Co Ltd, Tianjin, China Brunel Technical Services Thailand Ltd, Bangkok, Thailand Brunel Vietnam Company Ltd, Ho Chi Minh City, Vietnam Brunel Myanmar Co. Ltd, Yangon, Myanmar Brunel Australia Holdings Pty Ltd, Perth, Australia Brunel Energy Pty Ltd, Perth, Australia Brunel Technical Services Pty Ltd, Perth, Australia Brunel Construction & Maintenance Services Pty Ltd, Perth, Australia SES Labour Solutions Pty Ltd, Brisbane, Australia SES Industrial Pty Ltd, Brisbane, Australia Advance Careers International Pty Ltd Melbourne, Australia Brunel Energy Inc, Houston, Unites States of America Brunel Resources Inc, Houston, Unites States of America Brunel Canada Inc, Calgary, Canada Brunel Energy Servicos Ltda Brasil, Rio de Janeiro, Brazil Brunel Mexico Sa de CV, Mexico City, Mexico Brunel Atyrau LLP, Atyrau, Kazakhstan Brunel Kazakhstan LLP, (50%) Atyrau, Kazakhstan Brunel Guyana Inc, Georgetown, Guyana Brunel New Zealand Ltd, New Plymouth, New Zealand PT Brunel Service Indonesia, Jakarta, Indonesia Brunel Suriname N.V., Paramaribo, Suriname SEAFox Apollo 1 Limited, (2024: 97%, 2023: 72%) London, United Kingdom Taylor Hopkinson Limited, (2024: 97%, 2023: 72%) Glasgow, United Kingdom Taylor Hopkinson Corporation, ((2024: 97%, 2023: 72%) Boston, United States of America Taylor Hopkinson LLC, (2024: 97%, 2023: 72%) Cheyenne, United States of America Taylor Hopkinson Pte Ltd, (2024: 97%, 2023: 72%) Singapore Taylor Hopkinson Spain SL, (2024: 97%, 2023: 72%) Valencia, Spain Taylor Hopkinson Taiwan Branch (2024: 97%, 2023: 72%) Taipei, Taiwan Brunel Taiwan Services Company Ltd, Taipei, Taiwan Brunel Energy Services Israel Ltd, Tel Aviv, Israel Brunel Energy Services Namibia (Pty) Ltd Windhoek, Namibia Brunel Energy Sweden AB Stockholm, Sweden Brunel International UK Ltd (registration number: SC66400) is exempt from the audit of its accounts under section 479A of the UK Companies Act 2006. Brunel GmbH (registration number: HRB 16935 HB) has made use of the exemptions under Section 264 (3) of the German Commercial Code. Brunel Car Synergies GmbH (registration number: B 31858) has made use of the exemptions under Section 264 (3) of the German Commercial Code. Brunel Service GmbH & Co. KG (registration number: HRA 26399 HB) has made use of the exemptions under Section 264b of the German Commercial Code. The company has issued joint and several liability statements in accordance with Section 403, Part 9, Book 2 of the Dutch Civil Code for all Dutch subsidiary companies, mainly serving as subholding companies. Brunel International N.V. Annual Report 2024 145 7.1.6 General notes to the consolidated financial statements General information Brunel International N.V., registered at the chamber of commerce under number 24261450, public limited liability company incorporated and domiciled in Amsterdam, the Netherlands and listed on the Euronext Amsterdam. Approximately 60,05% of the capital interest is held by Noverhead Holding Sàrl, a company owned by Brunel’s founder Mr. J. Brand. The head office of the company is located in Amsterdam, the address is: John M. Keynesplein 33 1066 EP Amsterdam The Netherlands The consolidated financial statements of Brunel include the company and its subsidiaries (together referred to as ‘Brunel’). A summary of the main subsidiaries is included on page 144 of this report. The financial statements were signed and authorised for issue by the Board of Directors and released for publication on 21 February 2025. The financial statements and the dividend proposal are subject to adoption by the General Meeting of Shareholders on 15 May 2025. Unless stated otherwise all the information in these financial statements is in thousands of Euro, which is the Company’s functional currency. All financial information presented in Euro has been rounded to the nearest thousand. As a result, totals in some tables may not add up precisely due to rounding. Brunel’s activities are mainly contracting and recruitment services (more than 90% share in the overall revenue). Statement of compliance The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and also comply with the financial reporting requirements included in Part 9 of Book 2 of the Dutch Civil Code. The financial statements have been prepared under the historical cost convention, unless indicated otherwise. Going concern Brunel has prepared the financial statements on the bases it will continue to operate as a going concern. Comparative figures Comparative figures may have been reclassified for the comparability purposes. If considered to be material, the relevant disclosure has been added to the applicable note. New and amended standards adopted by the group The group has applied the following amendments for the first time for their annual reporting period commencing 1 January 2024: • Classification of Liabilities as Current or Non-current and Non-current liabilities with covenants – Amendments to IAS 1 • Lease Liability in Sale and Leaseback – Amendments to IFRS 16; and • Supplier Finance Arrangements – Amendments to IAS 7 and IFRS 7. The amendments listed above did not have any material impact on the amounts recognised in prior periods and are not expected to significantly affect the current or future periods. New standards and interpretations not yet adopted Certain new accounting standards and interpretations have been published that are not mandatory for 31 December 2024 reporting periods and have not been early adopted by the group. The group intends to adopt these new and amended standards and interpretations, if applicable, when they become effective. Lack of exchangeability – Amendments to IAS 21 In August 2023, the IASB issued amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates to specify how an entity should assess whether a currency is exchangeable and how it should determine a spot exchange rate when exchangeability is lacking. The amendments also require disclosure of information that Brunel International N.V. Annual Report 2024 146 financial statements enables users of its financial statements to understand how the currency not being exchangeable into the other currency affects, or is expected to affect, the entity’s financial performance, financial position and cash flows. The amendments will be effective for annual reporting periods beginning on or after 1 January 2025. Early adoption is permitted, but will need to be disclosed. When applying the amendments, an entity cannot restate comparative information. The amendments are not expected to have a material impact on the Group’s financial statements. IFRS 18 Presentation and Disclosure in Financial Statements In April 2024, the IASB issued IFRS 18, which replaces IAS 1 Presentation of Financial Statements. IFRS 18 introduces new requirements for presentation within the statement of profit or loss, including specified totals and subtotals. Furthermore, entities are required to classify all income and expenses within the statement of profit or loss into one of five categories: operating, investing, financing, income taxes and discontinued operations, whereof the first three are new disclosures of newly defined management-defined performance measures, subtotals of income and expenses, and includes new requirements for aggregation and disaggregation of financial information based on the identified ‘roles’ of the primary financial statements (PFS) and the notes. In addition, narrow-scope amendments have been made to IAS 7 Statement of Cash Flows, which include changing the starting point for determining cash flows from operations under the indirect method, from ‘profit or loss’ to ‘operating profit or loss’ and removing the optionality around classification of cash flows from dividends and interest. In addition, there are consequential amendments to several other standards. IFRS 18, and the amendments to the other standards, is effective for reporting periods beginning on or after 1 January 2027, but earlier application is permitted and must be disclosed. IFRS 18 will apply retrospectively. The Group is currently working to identify all impacts the amendments will have on the primary financial statements and notes to the financial statements. IFRS 19 Subsidiaries without Public Accountability: Disclosures In May 2024, the IASB issued IFRS 19, which allows eligible entities to elect to apply its reduced disclosure requirements while still applying the recognition, measurement and presentation requirements in other IFRS accounting standards. To be eligible, at the end of the reporting period, an entity must be a subsidiary as defined in IFRS 10, cannot have public accountability and must have a parent (ultimate or intermediate) that prepares consolidated financial statements, available for public use, which comply with IFRS accounting standards. IFRS 19 will become effective for reporting periods beginning on or after 1 January 2027, with early application permitted. As the Group’s equity instruments are publicly traded, it is not eligible to elect to apply IFRS 19. Principles of consolidation The consolidated financial statements include the financial information of Brunel International N.V. and its subsidiaries. Subsidiaries relate to companies controlled directly or indirectly by Brunel International N.V. These companies are listed on page 144. An investor controls an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. The results of acquired or disposed companies are consolidated from the date on which control is transferred and the date the control is ceased, respectively. All intra-group transactions, balances, income and expenses are eliminated on consolidation. Non-controlling interests in subsidiaries are identified separately from Brunel’s equity therein. Those interests of non-controlling shareholders that are present ownership interests entitling their holders to a proportionate share of net assets upon liquidation may initially be measured at fair value or at the non-controlling interests’ proportionate share of the fair value of the acquiree’s identifiable net assets. The choice of measurement is made on an acquisition-by-acquisition basis. Subsequent to an acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests’ share of subsequent changes in equity. Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of the subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance. The group treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity owners of the group. A change in ownership interest results in an adjustment between the carrying amounts of the controlling and non-controlling interests to reflect their relative interests in the subsidiary. Any difference between the amount of the adjustment to non-controlling interests and any consideration paid or received is recognised in a separate reserve within equity attributable to owners of the Company. Brunel International N.V. Annual Report 2024 147 financial statements Accounting principles for the valuation of assets and liabilities and determination of profit Business combinations The acquisition method of accounting is used to account for all business combinations, regardless of whether equity instruments or other assets are acquired. The consideration transferred for the acquisition of a subsidiary comprises the: • fair values of the assets transferred • liabilities incurred to the former owners of the acquired business • equity interests issued by the group • fair value of any pre-existing equity interest in the subsidiary. • fair value of any asset or liability resulting from a contingent consideration arrangement, and The excess of the: • consideration transferred, • amount of any non-controlling interest in the acquired entity, and • acquisition-date fair value of any previous equity interest in the acquired entity over the fair value of the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the fair value of the net identifiable assets of the business acquired, the difference is recognised directly in profit or loss as a bargain purchase. Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the entity’s incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions. Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are subsequently remeasured to fair value, with changes in fair value recognised in profit or loss. If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity interest in the acquiree is remeasured to fair value at the acquisition date. Any gains or losses arising from such remeasurement are recognised in profit or loss. Goodwill When a company or business is acquired, the acquirer recognises goodwill as an asset. Goodwill is recognised for the future economic benefits arising from assets acquired that are not individually identified and separately recognised. The excess of the consideration transferred over the fair value of the identifiable net assets acquired is recorded as goodwill. Impairment of goodwill will be tested at least annually. An impairment loss recognised for goodwill is not reversed in a subsequent period. Changes in ownership interests in subsidiaries that do not result in loss of control are dealt with in equity. Goodwill is allocated to groups of cash-generating units for the purpose of impairment testing. The allocation is made to those groups of cash-generating units that are expected to benefit from the business combination in which the goodwill arose. Goodwill at acquisition date is measured as: • The fair value of the consideration transferred, being the fair value of the assets given and liabilities incurred or assumed; plus • The recognised amount of a non-controlling interests in the acquiree; plus • The fair value of any previous equity interests in the acquiree (if the business combination is achieved in stages); less • The fair value of identifiable assets acquired and liabilities assumed (including contingent liabilities). A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised directly in the profit or loss. An impairment loss recognised for goodwill is not reversed in subsequent periods. The recoverable amount is based on the higher of the fair value less cost of disposal and value in use. The value in use is determined by means of cash flow projections based on the actual operating results adjusted for non-cash items (mainly depreciation) and the expected future performance. The latter is based on management’s Brunel International N.V. Annual Report 2024 148 financial statements estimates and assumptions of revenue growth and development of operating margins, assessed with external data. Acquisition-related intangible assets Acquisition-related intangible assets (customer databases and trade names) that are acquired by the group and have definite useful lives are stated at cost less accumulated amortisation and impairment losses. When an intangible asset is acquired in a business combination, its cost is the fair value at the date of its acquisition. This cost is determined on a basis that reflects the estimated amount that the entity would have paid for the asset in an arm’s length transaction between knowledgeable and willing parties, based on the best information available. Amortisation of acquisition-related intangible assets is charged to depreciation and amortisation on a straight-line basis over their estimated useful lives, from the date they are available for use. The residual values and useful lives are reviewed at each balance sheet date and adjusted, if appropriate. Refer to note 3. Other intangible assets for further details. Software Acquired software (licenses) and developed software are stated at cost less accumulated amortisation and impairment losses. Expenditures in relation to the development of identifiable and unique software products used by the group, and that will probably generate economic benefits exceeding costs beyond one year, are recognised as intangible assets and amortised over their estimated useful lives. Capitalised costs include personnel expenses of software development and an appropriate portion of relevant overhead. Expenditures associated with maintaining computer software programmes are recognised as an expense when incurred. Amortisation of software applications is charged to depreciation and amortisation on a straight-line basis over their estimated useful lives, from the date they are available for use. The residual values and useful lives are reviewed at each balance sheet date and adjusted, if appropriate. Acquired computer software licenses are amortised, using the straight-line method, over their useful lives. Property, plant and equipment Property plant and equipment are stated at historical cost less accumulated depreciation and impairment losses. Historical cost includes expenditures that are directly attributable to the acquisition of the assets. Depreciation of property, plant and equipment is charged to operating expenses on a straight-line basis over their estimated useful lives, from the date they are available for use. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised as other income or expenses in the consolidated profit and loss account. Investments accounted for using the equity method Associates are all entities over which the group has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting. Under the equity method, the investment is initially recognised at cost, and the carrying amount is increased or decreased to recognise the investor’s share of the profit or loss of the investee after the date of acquisition. The group’s investment in associates includes goodwill identified on acquisition. This equity method includes the carrying amount of the investment together with all other long-term interests. Impairment of non-financial assets Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period. Financial fixed assets The group classifies its financial assets in the following measurement categories: • those to be measured subsequently at fair value (either through OCI or through profit or loss), and • those to be measured at amortised cost. The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows. For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in equity instruments that are not held for trading, this will depend on whether the group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income (FVOCI). Brunel International N.V. Annual Report 2024 149 financial statements Recognition and derecognition Regular way purchases and sales of financial assets are recognised on trade date, being the date on which the group commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the group has transferred substantially all the risks and rewards of ownership. For the write off-policy refer to note 8 of the financial statements. Measurement At initial recognition, the group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss. Debt instruments Financial assets at amortised cost are subsequently measured using the effective interest (EIR) method and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired. Put and call options Brunel from time to time enters into put-call option arrangements as part of acquisition transactions. The present value of the portion of the put and call options that is unconditional upon recognition is recorded as a liability as per the date of the contractual agreement, with the corresponding loss being recognised directly in equity. The group initially recognises put/call option assets and liabilities over non-controlling interest at the present value of the expected redemption value. Subsequently they are measured at amortised cost using the effective interest method. Where the exercise price of the option is conditional and requires continued service by the holders of the non-controlling interest, it is accounted for as a post-combination benefit in accordance with IAS 19. Impairment of financial fixed assets The group assesses on a forward-looking basis the expected credit losses associated with its debt instruments carried at amortised cost and FVOCI. The impairment methodology applied depends on whether there has been a significant increase in credit risk. For trade receivables, the group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables, see note 8 for further details. Trade receivable and other receivables Trade receivable and other receivables are initially measured at the amount of the transaction price. Subsequent measurement is at amortised costs less provision for impairment. For the provision for impairment, the group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables and contract assets. The expected loss rates are based on the payment profiles of sales over a period of 36 months before 1 January 2024 and the corresponding historical credit losses experienced within this period. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables. In addition to the expected credit loss assessment the group also applies judgement for the write-off of receivables where it is reasonably certain that the collection will not take place. Contract assets and liabilities In case of fixed-price contracts, the customer pays the fixed amount based on a payment schedule. If the services rendered by the group exceed the payment, a contract asset is recognised. If the payments exceed the services rendered, a contract liability is recognised. Cash and cash equivalents Cash and cash equivalents include cash in hand and deposits held at call with banks. For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in trade and other payables in the balance sheet. If the cash in hand and/or deposits do not meet the criteria of cash and cash equivalents, it is classified as restricted cash. Provisions Provisions are recognised for legally enforceable or constructive obligations as a result of a past event and for which the settlement is likely to require an outflow of resources and to the extent these can be reliably estimated. If the effect is material, provisions are determined by discounting the expected future cash flows at an interest rate that reflects the current market assessments of the time value of money and, where appropriate, the risks specific to the obligation. Brunel International N.V. Annual Report 2024 150 financial statements Restoration provisions are recognised for rented real estate objects where the group is, after lease contract expiration, liable to bring the object back to its original state. Estimated amounts for legal claims are provided for at the lowest amount at which the group expects the claim to be reasonably settled. Provided amounts for legal claims are categorised to be settled within one year after the balance sheet date, unless the group has the right to defer settlement for more than one year. Provision for illness In accordance with applicable legal requirements, the Group recognises liabilities for other long-term employee benefit plans, such as schemes related to illness and long-term disability. The provision is measured at the present value of the expected future payments required to settle the obligation, considering the probability of the employees’ continued illness or disability and the expected duration of the payments. Changes in the provision due to the passage of time and revisions to the expected future payments are recognised in profit or loss. Pension obligations The group operates various post-employment schemes, mostly defined contribution pension plans and two defined benefit plans. For defined contributions, the Group’s obligation is limited to the payment of these annual contributions. The contributions constitute net periodic costs for the year in which they are due and are included in personnel expenses and/or cost of services. The liability recognised in the consolidated balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the end of the reporting period. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms approximating to the terms of the related obligation. The interest cost is calculated by applying the discount rate to the balance of the defined benefit obligation. This cost is included in employee benefit expense in the consolidated profit and loss account. Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in the period in which they occur, directly in other comprehensive income. They are included in other reserves in the consolidated statement of changes in equity and in the consolidated balance sheet. Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are recognised immediately in the consolidated profit and loss account as past service costs. Loans and borrowings Loans and borrowings are initially recognised at fair value less attributable transaction costs. Subsequent to initial recognition, loans and borrowings are stated at amortised cost. Any difference between the proceeds and the amount to be repaid is recognised in finance costs during the term of the borrowings, using the effective interest method. Other non-current liabilities Long-term liabilities are recognised initially at fair value, net of transaction costs incurred. Long-term liabilities are subsequently carried at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the consolidated profit and loss account over the period of the long-term liabilities using the effective interest method. Trade and other payables Trade and other payables are initially stated at fair value and subsequently measured at amortised cost using the effective interest method. Foreign currency and exchange differences Foreign currency transactions are translated into the functional currency at the exchange rate applicable at the date of the transactions. Currency translation differences resulting from the settlement of these transactions and the translation of the monetary assets and liabilities denominated in foreign currency at the balance sheet date are recognised in the exchange differences in the consolidated profit and loss account. Foreign exchange differences relating to bank balances are recorded in the financial income and expense, while other foreign exchange differences are recorded in the cost of sales. Monetary balance sheet items denominated in foreign currencies are translated at the rates of exchange prevailing at the balance sheet date, while profit and loss account items are translated at the average rates during the financial year. For the purpose of presenting consolidated financial statements, the assets and liabilities of the group’s foreign operations are translated into Euro using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period. Exchange differences due to the consolidation of foreign companies are charged or credited directly in other comprehensive income to the translation reserve. Functional and presentation currency The group operates in countries with different currencies. Brunel International N.V. Annual Report 2024 151 financial statements All companies have, as their functional currency, the local currency of the country in which they operate, which is their primary economic environment. The functional currency of the parent company, as well as of the majority of its subsidiaries, is the Euro. The translation reserve comprises all translation differences arising from the translation of the net investment in activities in currencies other than the Euro. Such translation differences are recognised initially in other comprehensive income and presented in this separate component of shareholders’ equity and recognised in the consolidated statement of profit and loss on disposal of the net investment. The translation reserve also includes the tax effect on translation differences. Repurchase and reissue of share capital (treasury shares) When share capital recognised as equity is repurchased, the amount of the consideration paid, which includes directly attributable costs, net of any tax effects, is recognised as a deduction from equity. Repurchased shares are classified as treasury shares and are presented in the reserves. When treasury shares are sold or reissued subsequently, the amount received is recognised as an increase in equity, and the resulting surplus or deficit on the transaction is presented in share premium. Share-based payments related to long-term incentive plan Brunel has a share-based payment arrangement under which a performance share plan is offered to the senior management (excluding board of directors) of the company. These awards are settled in ordinary shares. The fair value of deferred shares granted to employees for nil consideration under the short-term incentive scheme is recognised as an expense over the relevant service period, being the year to which the bonus relates and the vesting period of the shares. The fair value is measured at the grant date of the shares and is recognised in equity in the share-based payment reserve. The fair value is calculated based on the Black-Scholes option valuation model. The number of shares expected to vest is estimated based on the non-market vesting conditions. The estimates are revised at the end of each reporting period, and adjustments are recognised in profit or loss and the share-based payment reserve. Where shares are forfeited due to failure by the employee to satisfy the service or non-market vesting conditions, any expenses previously recognised in relation to such shares are reversed effective from the date of the forfeiture. The deferred shares have been acquired by Brunel International N.V. in June 2021 and are held as treasury shares until such time as they are vested. Share Appreciation Rights (SAR) The SAR scheme is a cash settled plan. The fair value of these SAR’s is charged to the indirect personnel expenses from the grant date through vesting date. The fair value of the SAR is determined at every year-end based on the Black-Scholes option valuation model. At each balance sheet date, the group revises its estimates of the number of SAR’s that are expected to become exercisable subject to continued employment based on this non-market vesting condition. The impact of the revision of original estimates, if any, is recognised in the indirect personnel expenses with a corresponding entry to liabilities. The SAR liability relates to SAR’s granted by the group to its employees under its SAR scheme. The SAR’s granted are conditional upon continued employment. The vesting period is three years. The SAR’s can be exercised during two years after vesting on condition that the employee is still in the service of the company. Due to the cash settlement method of the SAR’s, the rights are subject to a mark-to-market valuation exercise to measure the fair value on the specific balance date. When (re)measuring the fair value on the reporting date, the expected life of the right is determined based on the expectation regarding exercise behaviour of the participants. Exercise behaviour is influenced by for example share price development. Revenue from contracts with customers The group recognises revenue for contracting and secondment over time as the group’s customer simultaneously receives and consumes all of the benefits provided by the group. When the group is the principal in a transaction and thus controls a promised service (employment of contractors) before transferring that service to clients (hours worked), the transactions are recorded gross in the consolidated profit and loss account. If the group acts as an agent and is not the employer and thus only arranges for another party to provide services to customers, revenues are reported on a net basis. Recruitment revenue is recognised once the service has been completed, being in principle when the candidate starts and the customers starts to benefit from the group’s services. For fixed price contracts, the group takes on the responsibility for the execution (on top of supplying manpower). In some cases the group creates or enhances an asset that the customer controls as the asset is enhanced or created. In other cases the group does not create an asset with an alternative use and the group has Brunel International N.V. Annual Report 2024 152 financial statements an enforceable right to payment for performance completed to date. The group recognises the fixed price contract revenue over time. The revenue is measured at the amount of consideration to which the group expects to be entitled to. While deferred payment terms may be agreed in rare circumstances, the deferral never exceeds four months. The transaction price is therefore not adjusted for the effects of a significant financing component. Rendering of services Under rendering of services the performance obligation is providing temporary personnel. The following types of revenue are recognised; - Contracting revenue (rendering of services) whereby hours or days worked at agreed rates during the financial reporting period are recognised as revenue. This includes reimbursable expenses related revenue in cases where the group acts as a principal are recognised as a gross amount (including true up) upon recognition of the reimbursable costs, this service is contractually part of the contracting revenue. - Recruitment revenue relates to revenue for the recruitment of employees for third parties. - Other revenue such as in cases where the group acts as an agent, revenues are reported on a net basis, when the service is rendered. The group uses practical expedient and does not disclose the amount of the remaining performance obligations for contracts with original expected duration of less than one year in accordance with IFRS 15.B16. Direct and indirect personnel expenses Direct personnel expenses relate to costs attributed directly to the services provided. Indirect personnel expenses relate to costs attributed directly to the group’s internal staff. Contribution margin Contribution margin is defined as revenue minus direct personnel expenses. Interest income and expenses Interest income comprises interest received on outstanding deposits and interest costs comprise interest due on funds drawn, calculated using the effective interest method and interest on lease liabilities, calculated using the incremental borrowing rate. Retirement benefit costs Pension plans prevailing within the group are mostly defined contribution plans, which are funded through payments to independent entities. The group has no legal or constructive obligations to pay further contributions if these separate entities do not hold sufficient assets to pay all employees the pension benefits relating to employee service in the current and prior periods. The regular contributions constitute net periodic costs for the year in which they are due and are included within direct and indirect personnel expenses. Leases The group leases various offices, cars and other office equipment. Rental contracts are typically made for fixed periods of 6 months to 8 years but may have extension options as described below. Contracts may contain both lease and non-lease components. The group allocates the consideration in the contract to the lease and non-lease components based on their relative stand-alone prices. However, for leases of property where the group is a lessee and the consideration on lease and non-lease components or the stand-alone prices are not clearly stated, it has elected not to separate lease and non-lease components and instead account for these as a single component. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants other than the security interests in the leased assets that are held by the lessor. Leased assets may not be used as security for borrowing purposes. Leases are recognised as a right-of-use-asset and a corresponding lease liability at the date at which the leased asset is available for use by the group. Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments: • Fixed payments (including in-substance fixed payments), less any lease incentives receivable; • Variable lease payments that are based on an index or a rate, initially measured using the index or rate as at the commencement date; • Amounts expected to be payable by the group under residual value guarantees; • The exercise price of a purchase option if the group is reasonably certain to exercise that option; and Brunel International N.V. Annual Report 2024 153 financial statements • Payments of penalties for terminating the lease, if the lease term reflects the group exercising that option. Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability. The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases in the group, the lessee’s incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use-asset in a similar economic environment with similar terms and conditions. To determine the incremental borrowing rate, the group: • Uses a build-up approach that starts with a risk-free interest rate adjusted for credit risk for leases held by the individual lessee, which does not have recent third party financing; and • Makes adjustments specific to the lease, e.g. term, country, currency and security. The group is exposed to potential future increases in variable lease payments based on an index or rate, which are not included in the lease liability until they take effect. When adjustments to lease payments based on an index or rate take effect, the lease liability is reassessed and adjusted against the right-of-use-asset. Lease payments are allocated between principal and finance costs. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. Right-of-use-assets are measured at cost comprising the following: • The amount of the initial measurement of the lease liability; • Any lease payments made at or before commencement date less any lease incentives received; • Any initial direct costs; and • Restoration costs. Right-of-use-assets are generally depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis. Payments associated with short-term leases of property, cars and other office equipment and all leases of low-value assets are recognised on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a term of 12 months or less. Low value assets comprise IT equipment and small items of office furniture. Some property leases contain variable payment terms, usually subject to inflation corrections. Extensions and termination options are included in a number of property, cars and other office equipment leases across the group. These are used to maximise the operational flexibility in terms of managing the assets used in the group’s operations. The majority of extension and termination options held are exercisable only by the group and not by the respective lessor. In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option, or not exercise a termination option. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated). For leases of property the following factors are normally the most relevant: • If there are significant penalties to terminate (or not extend), the group is typically reasonably certain to extend (or not terminate); • If any leasehold improvements are expected to have a significant remaining value, the group is typically reasonably certain to extend (or not terminate); • Otherwise, the group considers other factors including historical lease durations and the costs and business disruption required to replace the leased asset. Most extension options in cars and other office equipment leases have not been included in the lease liability, because the group could replace the assets without significant cost or business disruption. Taxation The tax expense for the period comprises current and deferred tax. Tax is recognised in the consolidated profit and loss account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively. The current income tax charge is calculated on the basis of Brunel International N.V. Annual Report 2024 154 financial statements the tax laws enacted or substantively enacted at the balance sheet date in the countries where the company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes tax liabilities where appropriate on the basis of amounts expected to be paid to the tax authorities. The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the consolidated profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using applicable rates. Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realised. Deferred tax is charged or credited to profit or loss, except when it relates to funding items charged or credited directly to equity, in which case the related deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis. Accounting principles for determining the consolidated cash flow statement The consolidated cash flow statement has been prepared according to the indirect method, whereby profit or loss is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments including paid or received interest, and items of income or expense associated with investing or financing cash flows. Accounting principles for segment reporting Operating segments have been identified on the basis of internal reports about components of the group that are regularly reviewed by the chief operating decision maker in order to allocate resources to the segments and to assess their performance. Chief operating decision maker consists of the chief executive officer, the chief financial officer and the chief operating officer. Information reported to the group’s chief operating decision maker is focused at components engaged in providing services in a particular economic environment and line of business from those of other segments. A geographical segment is engaged in providing services in a particular economic environment which are subject to risks and returns that are different from those segments operating in other economic environments. The group attributes revenue to countries based on the geographical location of the entity that delivers the service. In vast majority of cases this location is the same as where our professionals perform work for our clients. The main operating segments are: DACH (Germany, Austria, Switzerland and Czech Republic), The Netherlands, Americas, Australasia, Europe & Africa, Middle East & India, Asia and Taylor Hopkinson. This is the basis on which internal reports are provided to the chief operating decision maker for assessing performance and determining the allocation of resources within the group. All regions exceeding 10% of total revenue, EBIT or assets are reported separately. The remaining regions are combined in Rest of World. Critical accounting estimates, assumptions and judgments In the preparation of financial statements, management makes certain critical accounting estimates and assumptions concerning the future. The resulting reported amounts will, by definition, rarely equal the related actual outcome. Estimates and judgments are continually evaluated and are based on historical experience and various other factors, including expectations of future events, which are believed to be reasonable under the circumstances. The following estimates, assumptions and judgments have an inherent significant risk of potentially causing material adjustments to the carrying amounts of assets and liabilities within the next financial year. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are Brunel International N.V. Annual Report 2024 155 financial statements recognised in the period in which the estimate is revised if the revision only affects that period or in the period of the revision and future periods if the revision affects both current and future periods. Impairment of non-financial assets The group tests whether intangible assets have suffered any impairment, in case of triggering events and at least annually for goodwill. Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.The recoverable amounts of cash-generating units have been determined using, amongst other instruments, value-in-use calculations. These calculations require the use of estimates. Based on these impairment tests, impairment losses, if any, are identified. However, should the actual performance of these cash-generating units become materially worse compared to the performance based on the estimates, possible impairment losses could arise, or could deviate from the detected impairment losses. This impairment loss or deviation could have impact on the carrying amounts of the intangible assets. For the impairment testing of goodwill, refer to note 2. Recoverability of receivables The group has receivables on third parties in numerous countries. Significant judgment is required in determining the collectability of the receivables. The group applies the IFRS 9 simplified approach to measure expected credit losses which uses a lifetime expected loss allowance for all trade receivables. Refer to note 8. Deferred income taxes The group is subject to income taxes in numerous jurisdictions. Significant judgment is required in determining the worldwide deferred tax asset on, amongst other items, tax losses carry-forward. There are many uncertain factors that influence the amount of the tax losses carry-forward, especially the expected future taxable profits. The group recognises deferred tax assets on tax losses carry forward based on their best estimates. When the actual results are different from the amounts that were initially estimated, such differences will impact the income tax in the consolidated profit and loss account and the deferred tax assets and/or deferred tax liabilities in the period in which these deviations occur. Refer to note 20. Capital risk management For the purpose of the Group’s capital management, capital includes share capital, share premium and all other equity reserves attributable to the equity holders of the parent. The group’s objectives when managing capital are to: • safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and • maintain an optimal capital structure to reduce the cost of capital In order to maintain or adjust the capital structure, the group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. Consistent with others in the industry, the group monitors capital on the basis of the net cash/(debt) position: At year-end 2024 Brunel’s net cash/(debt) balances are as follows: Capital risk management 2024 2023 Non-current restricted cash (9) 471 5,618 Restricted cash (9) 13,798 14,556 Cash and cash equivalents (9) 112,004 90,225 Loans and borrowings -61,593 -78,590 Total net cash/(debt), excluding lease liabilities 64,680 31,809 Under the terms of the bank loan the group is required to comply with financial covenants (refer to note 11) The group complied with these covenants throughout the reporting period. The dividend policy of the group is aimed at maximising the distributions to the shareholders, while reserving enough capital to ensure the ability to continue as a going concern and to fund planned growth. The group’s strategy is to use existing cash and cash flows instead of long-term credit facilities to finance further growth. Refer to note 13 for the final dividends. No changes compared to the previous period with relation to the capital management strategy. Financial risk management Brunel’s activities are exposed to a variety of financial risks, including foreign currency exchange rates and interest rates. The group’s overall risk management programme focuses to minimise potential adverse effects on the financial performance of the group. This Brunel International N.V. Annual Report 2024 156 financial statements programme is implemented and carried out under policies approved by the Board of Directors. Liquidity risk Brunel maintains sufficient cash to fund its ongoing operations. In addition the company has availability of funding through a committed credit facility to minimise liquidity risk (refer to note 11). Within the group derivative financial instruments are not used nor are hedging activities undertaken. The Corporate Finance & Control monitors the worldwide cash position. For the maturity analysis on leases, trade account receivable and provisions, refer to notes 5, 8 and 10. The maturities of financial liabilities as at 31 December 2024 are expected to be: Carrying amount Within 1 year 2 - 5 years More than 5 years Lease liabilities 34,200 11,732 20,657 1,812 Loans and borrowings 61,593 0 61,593 0 Put-option liabilities 7,291 2,832 4,459 0 Deferred consideration business combinations 2,088 873 1,215 0 Trade and other payables 133,569 133,569 0 0 Total financial liabilities 238,741 149,006 87,923 1,812 The maturities of financial liabilities as at 31 December 2023 were expected to be: Carrying amount Within 1 year 2 - 5 years More than 5 years Lease liabilities 39,207 12,179 23,581 3,447 Loans and borrowings 78,590 0 78,590 0 Put-option liabilities 13,192 8,334 4,858 0 Deferred consideration business combinations 1,479 1,479 0 0 Trade and other payables 140,285 140,285 0 0 Total financial liabilities 272,754 162,277 107,029 3,447 Foreign exchange risk Currency fluctuations affect the consolidated results, because a portion of the cash flow is generated in other currencies than Euro. The group limits the foreign exchange risk by maintaining a back-to-back policy, meaning that the management strives to have both income and expenses to be generated locally in the same currency. Due to the back-to-back policy, the foreign exchange risk of the group is limited to the exchange risk over the results in foreign currencies and the trade receivable and cash positions in foreign currencies. The foreign currencies that can have a material effect on the consolidated profit and loss account of the group are the US dollar and the Australian dollar. The carrying amounts of the group’s foreign currency denominated monetary assets and monetary liabilities at the reporting date are as follows: Assets 31 December Liabilities 31 December 2024 2023 2024 2023 US Dollar 113,286 110,139 20,106 10,894 Australian Dollar 27,761 30,590 9,268 8,558 141,047 140,729 29,374 19,452 Brunel International N.V. Annual Report 2024 157 financial statements The following table details the group’s sensitivity to a 10% increase and decrease in the Euro against the relevant foreign currencies. These percentages represent management’s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a change in foreign currency rates. A positive number below indicates an increase in profit and other equity when the Euro weakens 10% against the relevant currency. For a 10% strengthening of the Euro against the relevant currency, there would be an equal and opposite impact on the profit and other equity, and the balances below would be negative. US dollar Impact Australian dollar Impact 2024 2023 2024 2023 Profit or loss 780 648 153 -74 Other equity 6,965 5,236 2,247 2,307 Total equity 7,745 5,884 2,400 2,233 Revenue 25,318 22,101 16,942 14,825 Credit risk Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the group. The group has no significant concentrations of credit risk. The most important items on the consolidated balance sheet that are imposed to credit risk are the trade and other receivables. The trade accounts receivable include an allowance for expected credit losses (refer to note 8). Generally, services are provided to large and financially strong companies. In order to minimise credit risk exposure Brunel intensively monitors the payment behaviour of its customers. Internal policies limit the amount of credit exposure to any financial institution. Despite these internal procedures, uncollectible debts cannot be ruled out, but the risk of a material erosion of the operating profit is small. Receivables will be written-off when clearly uncollectible due to bankruptcy or other similar factors. In any case, as long as no bankruptcy or court ruling has occurred, the group will continue chasing debtors to receive the outstanding amount. As per 31 December 2024 the largest receivable against a single counterparty amounted to EUR 23.8 million (31 December 2023: EUR 22.9 million). For 2024, largest revenue from transactions with a single external customer amounted to EUR 106.2 million (2023: EUR 95.1 million). The group has performed a sensitivity analysis on the credit loss rates, by calculating multiple scenarios, which gave no reason to increase the credit loss rates. Also, compared previous year, there are no material changes in the (relative) amounts in the aging buckets, meaning the aging of the accounts receivables has not significantly changed, where the biggest portion is in the first buckets (79% is not due yet, and 9% is overdue by 1 month). The total days outstanding (TDO) has decreased by 14 days (16% decrease) compared to previous year. In discussions with the group’s most significant clients, no indications of uncollectibility were received. Interest rate risk Due to the nature of the group’s business the operating cash flows are substantially independent of changes in market interest rates. The general policy is to keep interest rates on net debt floating as much as possible. We believe this adds value for shareholders in the long term, as over time floating interest rates are on average significantly lower than fixed interest rates. If the interest rate had been 1 percentage point higher on average during 2024, with all other variables held constant, net interest expenses for the year would have increased by EUR 0.7 million. If the interest rate had been 2 percentage points higher on average during 2024, with all other variables held constant, net interest expenses for the year would have increased by EUR 1.4 million. Brunel International N.V. Annual Report 2024 158 7.1.7 Notes to the consolidated financial statements 1. Business combinations Acquisition of Advance Careers International Pty Ltd On 1st January 2024, Brunel acquired 100% of the shares of Advance Careers International Pty Ltd (AC), a specialist recruitment company based in Australia. Advance Careers has earned a reputation as a leading provider of recruitment, search and staffing solutions for energy transition and sustainability organizations over the last 10 years – especially for highly-skilled technical and niche roles related to emerging technologies. Partnering with Brunel will allow Advance Careers to take that business model to the next level. In the acquisition, Brunel acquired control over AC by acquiring 100%. Fair value of the acquisition compensation amounted to EUR 1.6 million, out of which EUR 0.16 million has been paid as of the acquisition date. Remaining payments are spread over the period of 2 years. The expectation of the amount to be paid as contingent consideration is EUR 1.4 million to be paid within 10 business days once the results of the year 2026 are submitted. The basis for determining the payment amount is the expected performance of AC, in particular its EBIT and conversion ratio. Brunel controls the entity and is exposed to and has rights to variable returns from its involvement with the entity and can affect these returns through its power to direct its activities. AC is fully consolidated from 1 January 2024, the date on which control was transferred to the group. The fair value of the assets and liabilities arising from the above-mentioned acquisition of AC, based on the purchase price allocation, can be summarised as follows: Disclosure note Amounts Cash 7 Trade receivables 16 Other receivables and prepayments 17 Other current liabilities -102 Deferred tax asset 13 Net identifiable assets acquired -49 Add: goodwill 1,588 Purchase consideration 1,539 Net cash acquired included in the working capital -7 Fair value of the deferred consideration -1,386 Statement of cash flows, acquisition of subsidiaries 146 All acquired cash is operational. The goodwill is attributable to the synergies with the acquired business. It will not be deductible for tax purposes. The acquired business has contributed revenues of EUR 1.0 million and EBIT of EUR 0 million to the group for the period from 1 January 2024 up to 31 December 2024. Acquisition of We Support W B.V. On 1st November 2024, Brunel acquired 50.1% of the shares of We Support W B.V. (Equals), a recruitment and placement business based in Amsterdam that focuses on supporting and empowering women with their professional development. Equals specialises (but does not limit) itself to the IT sector and has also created and continuously strengthens a community where ambitious women come together to connect, grow and support each other. In the acquisition, Brunel acquired control over Equals by acquiring 50.1% of the outstanding shares. Fair value of the acquisition amounted to EUR 1.4 million, out of which EUR 1.2 million has been paid as of the acquisition date. Remaining payments are spread over the period of 18 months from the acquisition date. Brunel has entered into an agreement with the minority shareholder of Equals to acquire the remaining 49.9% shares. Brunel International N.V. Annual Report 2024 159 financial statements The basis for determining the amount of payment is dependent on achieving predetermined EBIT levels. The option will be exercised once Equals reaches a pre-agreed level of EBIT post the first quarter of the year 2026, but not later than the first quarter of the year 2028. The expected amount to be paid if the pre-determined levels of EBIT are met and certain employees remained within the Group, was determined at EUR 4.7 million as at 31 December 2024. An amount of EUR 2.4 million was recognised as a put option liability, since 4/7th of the amount to be paid is not based on continuous employment. The amount was initially recognised at fair value and is subsequently carried at amortized cost, with changes in the present value of estimated future contractual cash flows recognised through profit and loss. The other 3/7th of the put option liability will be recognised through the profit and loss account as a post combination benefit expense over the 3-year period post-acquisition, depending on continued employment of certain Equals employees. The fair value of the assets and liabilities arising from the above-mentioned acquisition of Equals, based on the purchase price allocation, can be summarised as follows: Disclosure note Amounts Cash and cash equivalents 13 Trade and other receivables 310 Office equipment 122 Trade and other payables -446 Loans and borrowings -208 Net identifiable assets acquired -209 Less: non-controlling interest -104 Add: goodwill 1,576 Purchase consideration 1,471 Net cash acquired included in the working capital -13 Fair value of deferred consideration -221 Statement of cash flows, acquisition of subsidiaries 1,237 All acquired cash is operational. The goodwill is attributable to the synergies with the acquired business. It will not be deductible for tax purposes. The group has recognised a non-controlling interest as the terms and conditions per the put option does not result in present ownership in the 49.9% remaining shareholding. The group elected to recognise the non-controlling interests at its proportionate share of the acquired net identifiable assets. The acquired business has contributed revenues of EUR 0.2 million and EBIT of EUR -0.1 million to the group for the period from 1 November 2024 up to 31 December 2024. If the acquisition had occurred on 1 January 2024, the business would have contributed revenues of EUR 1.4 million and EBIT of -0.2 million respectively. 2. Goodwill Movements during the year: 2024 2023 At cost at 1 January 44,920 44,920 Accumulated impairment and exchange rate movements -652 -477 Balance at 1 January 44,268 44,443 Changes in carrying amount: Additions 3,164 0 Exchange rate movements -100 -175 Balance at 31 December 47,332 44,268 At cost at 31 December 48,084 44,920 Accumulated impairment and exchange rate movements -752 -652 Balance at 31 December 47,332 44,268 Brunel International N.V. Annual Report 2024 160 financial statements Goodwill has been allocated for impairment testing purposes to the following cash-generating units: 2024 2023 Americas 5,080 5,010 Middle East & India 244 244 The Netherlands 4,403 2,827 Australasia 6,123 4,706 DACH region 6,335 6,335 Europe & Africa 1,053 1,053 Asia 6,385 6,385 Taylor Hopkinson 17,709 17,709 Balance at 31 December 47,332 44,268 During the year 2023 a change in the reporting structure of Taylor Hopkinson triggered a re-allocation of the goodwill to the other cash generating units. The re-allocation was performed based on the relative value approach. The additions in 2024 relate to the acquisitions of AC and Equals (refer to note 1). Impairment testing During the financial year the company assessed the recoverable amount of goodwill. The recoverable amount of the main cash-generating units for which goodwill is capitalised is based on value in use. The value in use is determined by means of cash flow projections based on the actual operating results adjusted for non-cash items (mainly depreciation) and the expected future performance. The latter is based on management’s estimates and assumptions of revenue growth and development of operating margins, assessed with external data. The forecasted cash flows have been derived from the budget 2025. The value in use of the cash-generating units resulted in no impairment compared to the carrying amount as at 31 December 2024. All cash-generating units have sufficient headroom available to cover variations in assumptions. Management has projected cash flow forecasts over a period of five years. The annual budget is used as a basis for the projection in the first year whereas key assumptions were applied for the extrapolation of the results to the period after the first year. Key assumptions for 2025-2029 (2024-2028) used in calculation of the value in use for the cash-generating unit Brunel Americas are: 2024 2023 Revenue growth 5.0% 15.0% Budgeted contribution margin 15.4% 15.1% Operating costs increase 3.0% 10.5% Terminal growth rate 2.0% 2.0% Pre tax discount factor 19.7% 22.0% Depreciations and investments plans Depreciations are used for new or replacing investments Depreciations are used for new or replacing investments Brunel International N.V. Annual Report 2024 161 financial statements Key assumptions for 2025-2029 (2024-2028) used in calculation of the value in use for the cash-generating unit Brunel Australasia are: 2024 2023 Revenue growth 5.0% 9.6% Budgeted contribution margin 10.6% 16.5% Operating costs increase 3.0% 8.4% Terminal growth rate 2.0% 3.0% Pre tax discount factor 21.9% 27.9% Depreciations and investments plans Depreciations are used for new or replacing investments Depreciations are used for new or replacing investments Key assumptions for 2025-2029 (2024-2028) used in calculation of the value in use for the cash-generating unit Brunel DACH are: 2024 2023 Revenue growth 5.0% 10.0% Budgeted contribution margin 34.0% 34.0% Operating costs increase 3.0% 3.0% Terminal growth rate 2.0% 2.0% Pre tax discount factor 14.5% 13.7% Depreciations and investments plans Depreciations are used for new or replacing investments Depreciations are used for new or replacing investments Key assumptions for 2025-2029 (2024-2028) used in calculation of the value in use for the cash-generating unit Taylor Hopkinson are: 2024 2023 Revenue growth 4.8% 10.0% Budgeted contribution margin 27.0% 29.1% Operating costs increase 3% 10.4% Terminal growth rate 2.0% 2.0% Pre tax discount factor 15.5% 15.6% Depreciations and investments plans Depreciations are used for new or replacing investments Depreciations are used for new or replacing investments Key assumptions for 2025-2029 used in calculation of the value in use for the cash-generating unit Brunel Asia are: 2024 Revenue growth 5.0% Budgeted contribution margin 15.1% Operating costs increase 3.0% Terminal growth rate 2.0% Pre tax discount factor 18.3% Depreciations and investments plans Depreciations are used for new or replacing investments Key assumptions for 2025-2029 used in calculation of the value in use for the cash-generating unit Europe & Africa are: 2024 Revenue growth 5.0% Budgeted contribution margin 14.1% Operating costs increase 3.0% Terminal growth rate 2.0% Pre tax discount factor 13.6% Depreciations and investments plans Depreciations are used for new or replacing investments Key assumptions for 2025-2029 used in calculation of the value in use for the cash-generating unit Brunel Netherlands are: 2024 Revenue growth 5.0% Budgeted contribution margin 27.3% Operating costs increase 3.0% Terminal growth rate 2.0% Pre tax discount factor 13.6% Depreciations and investments plans Depreciations are used for new or replacing investments Brunel International N.V. Annual Report 2024 162 financial statements 3. Other intangible assets The other intangible assets consist of the following: 2024 2023 Software 21,455 19,738 Trade names 159 623 Customer databases 3,231 4,296 Balance at 31 December 24,844 24,657 The amortisation rates are as follows: • Software: 20-40% per annum • Trade name Taylor Hopkinson: 33.33% per annum • Trade name ICE: 20% per annum • Customer database Taylor Hopkinson: Permanent employee placements 20% per annum, contract employee placements 14.3% per annum. Residual values are considered to be zero. Software Movements during the year: 2024 2023 At cost at 1 January 58,863 50,646 Accumulated amortisation -39,125 -35,850 Balance at 1 January 19,738 14,795 Changes in carrying amount: Additions 7,049 8,734 Disposals -70 -3 Amortisation -5,266 -3,790 Exchange rate 4 2 Total changes 1,717 4,943 At cost at 31 December 65,142 58,863 Accumulated amortisation and impairment -43,687 -39,125 Balance at 31 December 21,455 19,738 Software mainly includes financial and business supporting software acquired. The average remaining amortisation period is three years. In 2024 a part of the software with an at cost value of EUR 0.6 million (2023: EUR 0.5 million) that was fully amortised has been written off from both the at cost value and the accumulated impairment. Trade names Movements during the year: 2024 2023 At cost at 1 January 1,509 1,509 Accumulated amortisation and impairment -886 -407 Balance at 1 January 623 1,102 Additions 0 0 Amortisation -464 -479 Balance at 31 December 159 623 At cost at 31 December 1,509 1,509 Accumulated amortisation and impairment -1,350 -886 Balance at 31 December 159 623 Customer databases Movements during the year: 2024 2023 At cost at 1 January 6,426 6,426 Accumulated amortisation and impairment -2,130 -1,065 Balance at 1 January 4,296 5,361 Changes in carrying amount: Amortisation -1,065 -1,065 Balance at 31 December 3,231 4,296 At cost at 31 December 6,426 6,426 Accumulated amortisation and impairment -3,195 -2,130 Balance at 31 December 3,231 4,296 Brunel International N.V. Annual Report 2024 163 financial statements 4. Property, plant and equipment Movements during the year: Office equipment Computer systems Property Total At cost at 1 January 27,821 7,249 1,814 36,884 Accumulated depreciation -20,198 -5,067 0 -25,265 Balance at 1 January 2023 7,623 2,183 1,814 11,619 Changes in carrying amount: Additions 2,053 945 0 2,998 Disposals -12 -4 0 -16 Depreciation -1,667 -872 0 -2,539 Exchange rate -104 -7 0 -111 Total changes 2023 270 62 0 333 At cost at 31 December 29,565 7,725 1,814 39,104 Accumulated depreciation -21,672 -5,480 0 -27,152 Balance at 31 December 2023 7,893 2,245 1,814 11,952 Changes in carrying amount: Additions 2,134 509 0 2,643 Through business combinations 122 0 0 122 Disposals -26 -3 0 -29 Depreciation -1,896 -930 0 -2,826 Exchange rate -8 3 0 -5 Total changes 2024 326 -421 0 -95 At cost at 31 December 30,899 8,339 1,814 41,052 Accumulated depreciation -22,680 -6,515 0 -29,195 Balance at 31 December 2024 8,219 1,824 1,814 11,857 Depreciation rate 20-40% 20-40% 0% 20-40% No leased items are included in property, plant and equipment. Residual values are considered to be zero. The carrying amount equals the estimated fair value of the assets. In 2024 part of the property, plant and equipment with an at cost value of EUR 0.3 million (2023: EUR 0.4 million) that was fully depreciated has been written off from both the at cost value and the accumulated depreciation. Property includes a building acquired through a business combination in 2022 and is currently held for sale. As part of the business combination, a corresponding liability was recorded for the same amount. According to the agreement with the sellers, all gains or losses from the sale of the property, as well as any related expenses, are the responsibility of the sellers. Upon the sale’s completion, the proceeds will be used to settle the liabilities. Brunel International N.V. Annual Report 2024 164 financial statements 5. Leases This note provides information for leases where the group is a lessee. Amounts recognised in the balance sheet The balance sheet shows the following amounts relating to leases: Right of use asset 2024 2023 Right of use asset - Property 25,529 31,517 Right of use asset - Cars 6,909 5,606 Right of use asset - Others 76 100 Total 32,514 37,223 Lease liability Current 11,732 12,179 Non-current 22,469 27,028 Total 34,201 39,207 Additions to the right-of-use assets during 2024 amount to EUR 0.6 million (2023: EUR 0.4 million), of which EUR 0.6 million (2023: EUR 0.3 million) relates to property and EUR 0 million relates to cars and other leases (2023: EUR 0.1 million each). Lease remeasurements, that mainly relate to lease modifications, amount to EUR 3.5 million (2023: EUR 5.7 million), consisting of EUR 0.4 million (2023: EUR 2.3 million) increase in property and EUR 3.1 million (2023: EUR 3.3 million) increase in cars. During the current financial year, the financial effect of revising lease terms to reflect the effect of exercising extension and termination options has already been reflected in the lease liability for properties as it is reasonably certain that these extension options will be exercised, and termination options will not the exercised. Lease extensions on cars and other office equipment are not expected to have a significant impact, as assets can be easily replaced with little cost to the group. Lease payments for some contracts include inflationary increases, but there are no other variable lease payments that depend on an index or rate. Amounts recognised in the consolidated profit and loss account The consolidated profit and loss account shows the following amounts related to leases: Depreciation charge of right-of-use asset 2024 2023 Property -9,466 -11,645 Cars -2,775 -2,465 Other -33 -37 Total -12,274 -14,147 Interest expense (included in financial Income & expense) -846 -550 Expense relating to Short-term and low-value leases (included in note 16 - direct employee expenses) -3,622 -4,207 Expense relating to Short-term and low-value leases (part of operating costs) -3,111 -3,052 The total cash outflow for leases in 2024 was EUR 17.3 million (2023: EUR 18.3 million), of which EUR 13.4 million (2023: EUR 14.0 million) are principal elements of recognised lease liabilities. Brunel International N.V. Annual Report 2024 165 financial statements Maturity analysis The tables below show the group’s lease liabilities and their respective maturity groupings. Tables include the effect of discounting which is not material. Maturity 2024 Property Cars Others Total lease liabilities Less than 1 year 8,737 2,959 36 11,732 Between 1 and 2 years 7,099 2,263 30 9,392 Between 2 and 3 years 4,233 1,586 13 5,832 Between 3 and 4 years 3,248 259 - 3,507 Between 4 and 5 years 1,925 - - 1,925 More than 5 years 1,812 - - 1,812 Total 27,054 7,067 79 34,201 Maturity 2023 Property Cars Others Total lease liabilities Less than 1 year 9,454 2,690 35 12,179 Between 1 and 2 years 7,263 2,195 30 9,488 Between 2 and 3 years 6,490 842 26 7,358 Between 3 and 4 years 3,830 - 13 3,843 Between 4 and 5 years 2,892 - - 2,892 More than 5 years 3,447 - - 3,447 Total 33,376 5,727 104 39,207 6. Financial assets at amortised cost The financial fixed assets are measured at amortised cost and consist of the following: 2024 2023 Loans receivable from third parties 3,996 6,116 Loans receivable from minority shareholders 606 601 Balance at 31 December 4,602 6,717 The loans receivable from third parties are related to the proceeds on the divestment of Russia in 2022 and existing financing arrangements provided to the disposed entities for the purpose of working capital which are continued under the new ownership. These loans are denominated in Russian Ruble and carry 4% interest rate per annum. The total loan receivable was recognised initially at fair value by discounting cash flows using a market related lending rate of 11.5% and is measured subsequently at amortized cost using the effective interest rate method. At year-end 2024 the carrying value of the receivable is EUR 4.0 million (2023: EUR 6.1 million). During the year an amount of EUR 1.8 million was repaid (2023: EUR 0.4 million). The remainder of the movement reflects the impact of exchange rate movements, interest and the uncertainty around future repayments due to macro-economic developments. Brunel International N.V. Annual Report 2024 166 financial statements 7. Investments accounted for using the equity method Interest in associates As at 31 December 2024 the group has an investment in one associate which, in the opinion of the directors, is material to the group. The group has a 49% (2023: 49%) ownership interest in IBR Solucões Limitada, an associate that is incorporated in Angola. The investment is accounted for using the equity method. The entity listed below has share capital consisting solely of ordinary shares, which are held directly by the group. The country of incorporation or registration is also their principal place of business, and the proportion of ownership interest is the same as the proportion of voting rights held. The associate is fully impaired, no further cash injections will be made, and therefore there is no risk of further losses. The carrying value is nil (2023: nil). IBR Solucões Limitada is an associate of Brunel International N.V. operating in Angola. The tables below provide summarised financial information for the associate that is material to the group. The information disclosed reflects the amounts presented in the financial statements of the relevant associate and not Brunel International N.V.’s share of those amounts. They have been amended to reflect adjustments made by the entity when using the equity method, including fair value adjustments and modifications for differences in accounting policy. 2024 2023 Current assets -43 -22 Current liabilities -4,962 -4,863 Long-term liabilities -313 -324 Net assets at 31 December -5,318 -5,209 2024 2023 Opening net assets 1 January -5,209 -5,667 Profit / (loss) for the period 0 0 Foreign exchange -109 458 Closing net assets at 31 December -5,318 -5,209 Summarised statement of comprehensive income 2024 2023 Revenue 0 0 Profit / (loss) for the period 0 0 As Brunel’s interest in IBR Solucões Limitada has been impaired and Brunel does not have any further legal or constructive obligations to make payments to or on behalf of IBR Solucões Limitada, additional losses are no longer recognised. 8. Trade and other receivables The trade and other receivables consist of the following: 2024 2023 Trade accounts receivables 287,074 330,181 Less: allowance for expected credit losses -2,452 -2,156 Trade accounts receivables, net of expected credit losses 284,622 328,024 Prepayments 7,094 7,097 Other receivables 19,678 16,252 Balance at 31 December 311,394 351,374 All receivables have an expected term of less than one year. The carrying amount of these receivables equals the fair value. Brunel International N.V. Annual Report 2024 167 financial statements The trade accounts receivables are hold-to-collect contractual cash flows and consist of balances that are billed and in the process of being billed to the group’s customers. The billed and unbilled portions have substantially the same risk characteristics. Performance obligations on the unbilled receivables have been met. The group applies the IFRS 9 simplified approach to measure expected credit losses which uses a lifetime expected loss allowance for all trade receivables. The expected loss rates are based on the payment profiles of sales over a period of 36 month before 1 January 2024 and the corresponding historical credit losses experienced within this period. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables and other known matters. The group has performed a sensitivity analysis on the credit loss rates, by calculating multiple scenarios, which gave no reason to increase the credit loss rates. Also, compared previous year, there are no material changes in the (relative) amounts in the aging buckets, meaning the aging of the accounts receivables has not significantly changed, where the biggest portion is in the first buckets (79% is not due yet, and 9% is overdue by 1 month). The total days outstanding (TDO) has decrease by 14 days (16% decrease) compared to previous year. In discussions with the group’s most significant clients, no indications of uncollectibility were received. The movement in this allowance is as follows: 2024 2023 Balance at 1 January 2,156 2,717 Fully provided receivables which are written off -612 -906 Change in allowance recognised in result 874 369 Exchange rate movements 34 -24 Balance at 31 December 2,452 2,156 Ageing of past due and not impaired trade accounts receivables is as follows: 2024 2023 Trade accounts receivable - Not due 228,217 256,754 1-30 days - past due 27,193 37,708 31-60 days - past due 9,618 12,590 61-90 days - past due 4,868 5,137 91-120 days - past due 4,000 4,947 120+ days - past due 13,177 13,044 Balance at 31 December 287,074 330,181 The loss allowance as at 31 December 2024 was determined as follows: Trade accounts receivable Balance at 31 December Expected loss rate Loss allowance Trade accounts receivable - Not due 228,217 0.07% 157 1-30 days - past due 27,193 0.04% 11 31-60 days - past due 9,618 0.14% 13 61-90 days - past due 4,868 0.18% 9 91-120 days - past due 4,000 0.43% 17 120+ days - past due 13,177 17.04% 2,246 Balance at 31 December 287,074 2,453 Brunel International N.V. Annual Report 2024 168 financial statements The loss allowance as at 31 December 2023 was determined as follows: Trade accounts receivable Balance at 31 December Expected loss rate Loss allowance Trade accounts receivable - Not due 256,754 0.02% 62 1-30 days - past due 37,708 0.01% 2 31-60 days - past due 12,590 0.03% 4 61-90 days - past due 5,137 0.33% 17 91-120 days - past due 4,947 0.30% 15 120+ days - past due 13,044 15.77% 2,057 Balance at 31 December 330,181 2,156 The specific credit terms granted vary from 14-90 days. These terms are based on the general terms and conditions of Brunel and/or specific agreements with individual customers. Generally, services are provided to large and financially strong companies. In order to minimise credit risk exposure Brunel intensively monitors the payment behaviour of its customers based on specific agreements with individual customers and their credit worthiness. Based on historical behaviour of our customers we do not expect any material write-offs and therefore the expected credit loss rates are not highly sensitive. The current assessment of the counterparty risk of our customers is that we do not expect any material write-offs. This assumption is based on the current payment behaviour of our clients. Additionally, the company is in frequent contact with clients that have amounts outstanding past the due date. 9. Restricted cash, cash and cash equivalents Restricted cash, cash and cash equivalents consist of the following: 2024 2023 Non-current restricted cash 471 5,618 Current restricted cash 13,798 14,556 Cash and cash equivalents 112,004 90,225 Balance at 31 December 126,273 110,399 The restricted cash relates to fixed term deposits and cash margins provided as security towards bank guarantees, for which the withdrawal of funds is not permitted before the maturity date. It is held with the aim of securing contracts with customers. Due to the operational nature of the transactions related to restricted cash, the group recognises any cash flows from such transactions as operating activities. If maturity of fixed term deposits and cash margins is within 12 months the balance is classified as current, otherwise non-current. Off the total balance of cash and cash equivalents, EUR 5.7 million (2023: EUR 4.9 million) is not freely disposable on the grounds of issued bank guarantees for office leases and client contracts The fair value approximates the carrying value. Brunel International N.V. Annual Report 2024 169 financial statements 10. Provisions Pension obligation Restoration provision Legal claims Illness Total Balance at 1 January 2024 1,777 571 436 4,345 7,129 Additions 172 36 729 806 1,743 Withdrawals 0 0 0 -1,035 -1,035 Release -149 0 0 0 -149 Balance at 31 December 2024 1,800 607 1,165 4,116 7,688 The restoration provision represents the provision for returning rented real estate objects to the original state at the end of the lease contract. The estimate may vary as a result of the utilisation of the leased premises and sub-lease arrangements where applicable. The provisions are expected to be settled within five years of the balance sheet date, except for pension obligations, which will mature after five years. The provision for illness represents the obligation for continuation of wage payment during extended periods of illness and disability, and contains a portion of EUR 2.2 million that matures within 12 months after balance sheet date. Aside from the pension provision, as disclosed below, other provisions are not sensitive to changes in underlying assumptions. Defined benefit plan Germany The amounts recognised in the consolidated balance sheet and the movements in the defined benefit obligation over the year are as follows: Pension obligation Germany 2024 2023 Balance at 1 January 1,602 1,499 Reclassification Current service cost 6 6 Interest expense 59 58 Total amount recognised in profit or loss 65 64 Remeasurements: Result from change in financial assumptions 61 45 Experience (result) -153 36 Total amount recognised in other comprehensive income -92 81 Payments from plan: Benefit payments -45 -42 Balance at 31 December 1,530 1,602 The group operates a defined benefit pension plan in Germany (Brunel Car Synergies) under regulatory frameworks. The defined benefit pension plan is managed jointly by Brunel and Bochumer Verband. This plan is a final salary pension plan, which provides benefits to members in the form of a guaranteed level of pension payable for life. The level of benefits provided depends on members’ length of service and their salary in the final years leading up to retirement. In the plans, pension payments are generally updated in line with the retail price index. This is an unfunded plan and no plan assets are applicable. The main risks in relation to this plan relate to the key variables in the actuarial calculations (i.e. changes in bonds yields, inflation risks and life expectancy). Brunel International N.V. Annual Report 2024 170 financial statements Significant actuarial assumptions for the pension plan are: Assumptions 2024 2023 Discount rate 3.42% 3.71% The sensitivity of the defined benefit obligation to changes in the principal assumption is: Impact on defined benefit obligation 2024 2023 Discount rate -0,5% +3% +8% Discount rate +0,5% -11% -7% Defined benefit plan Belgium The group operates a pension plan in Belgium (Brunel Belgium N.V.) under regulatory frameworks. This is a plan with, according to local regulations, a guaranteed minimum return for plan participants, due to which Brunel is accounting for it as if it were a defined benefit plan. The net liability is EUR 0.1 million (2023: EUR 0.2 million). Defined benefit plan Indonesia The group operates a defined benefit plan in Indonesia (PT Brunel Services Indonesia) under regulatory frameworks. This is a plan with, according to local regulations, a guaranteed minimum return for plan participants, due to which Brunel is accounting for it as if it were a defined benefit plan. The net liability is EUR 0.1 million. 11. Non-current financial liabilities The other non-current financial liabilities consist of the following: 2024 2023 Put-option liabilities 4,459 4,858 Deferred consideration (1) 1,215 0 Other non-current financial liabilities 5,674 4,858 Loans and borrowings 61,593 78,590 Balance at 31 December 67,267 83,448 Put-option liabilities related to acquisitions Taylor Hopkinson In December 2021 Brunel Energy Holding B.V. acquired 72% of the issued share capital of Seafox Apollo 1 Ltd, the sole shareholder of the Taylor Hopkinson Group. As of December 31, 2021, the anticipated payment amount was estimated at EUR 17.1 million, assuming the achievement of pre-defined gross profit and EBITDA targets and the retention of certain employees within the Group. This amount is remeasured at each reporting date based on expected performance. A put and call option agreement was signed for the remaining 28%. The consideration for the remaining 28% is based on meeting certain gross profit and EBITDA targets over the next three years. At acquisition date, an amount of EUR 8.6 million was recognised as a put-option liability during the year 2021, since 50% of the consideration to be paid is not based on continuous employment. The other 50% of the put-option liability is recognised through the profit and loss account as a post combination benefit expense over the 3-year period post-acquisition, depending on continued employment of certain Taylor Hopkinson employees. In 2024, the Group acquired an additional 25% interest in the voting shares through the early exercise of the put and call option agreement, reached by mutual consent. This acquisition increased the Group’s ownership interest to 97%, resulting in a cash outflow of EUR 10.1 million. The remaining minority interest of 3% will be acquired in the first quarter of 2025 following the exercise of the remaining put and call options As at 31 December 2024 the value of the put-option liability is EUR 2.8 million (2023: EUR 13.1 million). All the remaining put-option liabilities are due within 12 months and are disclosed as part of trade and other payables (refer to note 12). The model inputs used for determining the liability as of the year ended 31 December 2024 included: • Discount rate: 0.8% During the year 2024 the company recognised EUR -0.3 million (2023: EUR 0.9 million) costs for post combination benefits. Brunel International N.V. Annual Report 2024 171 financial statements The movement of put-option liabilities is as follows: 2024 2023 Balance at 1 January 4,858 12,491 Post-combination benefits related to acquisitions -310 922 Payments 0 -221 Current portion of put-option liabilities (12) -4,548 -8,334 Balance at 31 December 0 4,858 The payments relating to put-option liabilities is included in the cashflow statement as a cash flow used in financing activities. The related post combination benefits are accounted through profit and loss and are included within indirect personnel expenses. In the cash flow statement the related items are included as cash flow generated from operating activities. ICE In September 2022 Brunel Energy Holding B.V. acquired 51% of the issued share capital of International Commissioning and Engineering Pte. Ltd. (‘ICE’). The company has entered into a put / call option agreement with the non-controlling interest of ICE to acquire the remaining 49% shares over the period of 3 years. The put-option liability is recognised through the profit and loss account as a post combination benefit expense over the 3-year period post-acquisition and requires continuous employment of the non-controlling shareholder. The expectation of the amount to be paid for the future services as part of continuous employment is EUR 3.1 million (EUR 0.0 million). As the option period expires at 31 December 2025, the value of the put-option liability at 31 December 2024 equals EUR 2.1 million (2023: EUR 0.0 million). Settlement is expected to take place in 2026. The model inputs used for determining the liability as of the year ended 31 December 2024 included: • Discount rate: 15.7% During the year 2024 the company recognised EUR 2.1 million (2023: EUR 0.0 million) costs for post combination benefits. The movement of put-option liabilities is as follows: 2024 2023 Balance at 1 January 0 0 Post-combination benefits 2,050 0 Balance at 31 December 2,050 0 The payments relating to put-option liabilities is included in the cashflow statement as a cash flow used in financing activities. The related post combination benefits are accounted through profit and loss and are included within indirect personnel expenses. In the cash flow statement the related items are included as cash flow generated from operating activities. We support W B.V. (Equals) In November 2024 Brunel Nederland B.V. acquired 50.1% of the issued share capital of We support W B.V. (trading name: Equals). The company has entered into an agreement with the minority shareholder of Equals to acquire the remaining 49.9% shares. The company will exercise the put/call option by 2028 at the latest, with possibility for exercise in 2027 dependant on the achievement of a financial EBIT target. The expected amount to be paid if the pre-determined levels of EBIT level are met and certain employees remained within the Group, was determined at EUR 4.7 million as at 31 December 2024. An amount of EUR 2.4 million was recognised as a put option liability, since 4/7th of the amount to be paid is not based on continuous employment. The amount was initially recognised at fair value and is subsequently carried at amortized cost, with changes in the present value of estimated future contractual cash flows recognised through profit and loss. The other 3/7th of the put option liability will be recognised through the profit and loss account as a post combination benefit expense over the 3-year period post-acquisition, depending on continued employment of certain Equals employees. The model inputs used for determining the liability as of the year ended 31 December 2024 included: • Discount rate: 11.7% During the year 2024 the company did not recognise any costs for post combination benefits. As at 31 December 2024 the value of the put-option liability is EUR 2.4 million. Brunel International N.V. Annual Report 2024 172 financial statements The movement of put-option liabilities is as follows: 2024 Balance at 1 January 0 Through business combinations (1) 2,409 Balance at 31 December 2,409 The payments relating to put-option liabilities is included in the cashflow statement as a cash flow used in financing activities. The related post combination benefits are accounted through profit and loss and are included within indirect personnel expenses. In the cash flow statement the related items are included as cash flow generated from operating activities. Loans and borrowings The movement of loans and borrowings is as follows: 2024 2023 Balance at 1 January 78,590 18,634 Proceeds from drawing 40,000 59,968 Repayments -56,617 0 Other movements -380 -12 Balance at 31 December 61,593 78,590 As at 31 December 2024, the group has a credit facility that includes: - A revolving credit facility of EUR 100 million (2023: EUR 100 million), with an additional optional layer of EUR 40 million - A term loan facility of EUR 40 million (2023: nil) Both facilities are single currency, syndicated and bilaterally committed. In 2024 the group has exercised the second and last extension option, due to which the maturity was extended to July 2029. The facility agreement contains a financial covenant with respect to the net debt to EBITDA ratio (leverage ratio). The leverage ratio has a limit of 275% and is calculated based on the results of the Group on a 12-month basis every quarter end. During the year Brunel has complied with the financial covenants, and there are no indications that Brunel may have difficulty complying with the covenants in the upcoming 12-month period after reporting date. The interest rate is variable and based on EURIBOR plus margin, where margin is based on the leverage ratio. Amounts drawn from the facility are included within loans and borrowings and amount to EUR 61.6 million at year end 2024 (2023: EUR 78.6 million). All amounts are denominated in Euro. The fair value approximates the carrying amount. 12. Trade and other payables The trade and other payables consist of the following: 2024 2023 Trade payables 26,874 24,559 Taxes and social security charges 33,414 35,806 Pensions 1,474 2,569 Accrued employee expenses 57,556 58,022 Current portion of put-option liabilities (11) 2,832 8,334 Current portion of deferred consideration 873 1,479 Accrued expenses 7,100 6,535 Bank overdrafts 0 5,003 Other liabilities 7,150 7,791 Balance at 31 December 137,273 150,098 Trade and other payables have an expected term of less than one year. The majority of trade payables and taxes and social security charges are due within a range of 1–45 days. The majority of the other liabilities and accrued employee expenses are due within a range of 1–180 days. During the year 2024 a deferred consideration of EUR 1,092 was paid relating to the acquisition of ICE in 2022. The payment is included in the cash flow statement under investing activities. The carrying amount of these liabilities equals the fair value. Current portion of put option liabilities The current portion of the put option liabilities relate to the acquisition of Taylor Hopkinson (refer to note 11) and are payable during 2025. The movements are as follows: Brunel International N.V. Annual Report 2024 173 financial statements Taylor Hopkinson: 2024 2023 Balance at 1 January 8,334 0 Inflow from non-current portion (11) 4,548 8,334 Payments (11) -10,050 0 Balance at 31 December 2,832 8,334 Out of the total EUR 10.1 million paid for the exercise of the options, EUR 3.5 million relates to post-combination benefits and is therefore included as cash flow generated from operating activities. 13. Group Equity The authorised capital is EUR 5,998,000 divided into one priority share with a nominal value of EUR 10,000 and 199.6 million ordinary shares with a nominal value of EUR 0.03. The subscribed capital consists of 50,453,752 ordinary shares (2023: 50,400,988) with a value of EUR 1,513,613 (2023: EUR 1,512,030). All ordinary shares are fully paid. The movement in the number of issued shares is: 2024 2023 Issued at 1 January 50,400,988 50,400,988 Share redemptions -8,879 0 Share based payments vested 61,643 0 Issued at 31 December 50,453,752 50,400,988 Except for the translation reserve, all reserves are freely distributable. In the year under review a cash dividend of EUR 0.55 per share was paid. The proposed dividend for 2024 will be EUR 27.8 million or EUR 0.55 per share. Further information is provided in the consolidated statement of changes in equity on page 101 of this report. The priority share, which has a par value of EUR 10,000, has been issued to Stichting Prioriteit Brunel, subject to the condition precedent that the majority shareholder loses its majority share in Brunel International’s share capital. The priority share will be fully paid up as soon as the issue becomes unconditional. The priority share acts as protection for the majority shareholder. The priority share is intended to ensure that the company can achieve its objectives in compliance with the company’s values and culture. The priority share entitles the holder, among other things, to make proposals to designate another body as authorised to issue shares or to limit or exclude the pre-emptive rights and to approve decisions of the Board of Directors to acquire fully paid-up shares by the company. Resolutions to amend the Articles of Association and dissolve the Company require the prior approval of the priority shareholder. The Board of Directors, with the approval of the priority shareholder, determines the portion of profits to be reserved. Where appropriate, it is up to the priority shareholder to determine whether an interim dividend will be paid. For as long as the priority share has not yet been issued to a third party, all the rights attached to the priority share are exercised by the General Meeting, unless the context otherwise requires or otherwise provided for in the Articles of Association which can be consulted on the company’s website. Treasury shares In 2021 the company acquired 173,636 of its own shares through purchases on Euronext Amsterdam stock exchange. The total amount paid to acquire the shares was EUR 2.0 million and has been deducted from shareholders’ equity. The shares are held as treasury shares. The company reissues these shares to senior management under the performance share plan if the conditions are met (refer to note 14). The movement in the number of treasury shares is as follows: 2024 2023 Treasury shares at 1 January 173,636 173,636 Issued under Long Term Incentive Plan (13) -61,643 0 Share redemption 8,879 0 Treasury shares at 31 December 120,872 173,636 Brunel International N.V. Annual Report 2024 174 financial statements Non-controlling interest The movement in non-controlling interest is as follows: 2024 2023 Balance at 1 January 11,081 13,138 Result for the year 411 507 Dividend -1,836 -2,222 Liquidation of subsidiary 0 -67 Throug business combinations -104 0 Acquisition of non-controlling interests -7,264 0 Exchange rate movements -31 -275 Balance at 31 December 2,257 11,081 Set out below is summarised financial information for the main non-controlling interests that are material to the group. The amounts disclosed for each subsidiary are before inter-company eliminations. During the year, the Group acquired an additional 25% interest in the voting shares of TH, increasing its ownership interest to 97%. The acquisition was a result of exercise of put & call option agreement with the non-controlling shareholders and resulted in payment of cash consideration of EUR 10.1 million. The non-controlling interest acquired through business combinations in 2024 relates to the acquisition of We Support W B.V. (Equals). In 2023 Brunel Muscat LLC, with operating activities in Oman, was liquidated. Middle East & India Taylor Hopkinson Other Total 2024 2023 2024 2023 2024 2023 2024 2023 Non-current assets 1,602 6,263 37,101 38,918 2,125 2,111 40,828 47,292 Current assets 58,988 55,879 26,518 53,453 3,273 1,475 88,779 110,807 Current liabilities -14,373 -12,525 -13,454 -27,225 -6,767 -2,422 -34,594 -42,172 Non-current liabilities -37,254 -41,976 -22,954 -34,029 -1,351 -1,251 -61,559 -77,256 Net assets per 31 December 8,962 7,641 27,211 31,117 -2,720 -87 33,453 38,671 Accumulated non-controlling interests 2,222 1,891 765 8,632 -729 558 2,257 11,081 Dividend paid to non-controlling interests 1,836 2,222 0 0 0 0 1,836 2,222 Revenue 126,302 105,380 78,854 93,920 5,870 1,417 211,026 200,717 Profit (loss) 8,173 7,264 -3,047 -4,160 -2,399 -311 2,727 2,793 Result allocated to non-controlling interests 2,043 1,813 -457 -1,154 -1,176 -152 411 507 Middle East & India includes the non-controlling interests in our entities in Kuwait (25%) and Qatar (25%) The non-controlling interests in Taylor Hopkinson is 3% (2023: 28%). The other non-controlling interest includes the non-controlling interest in Netherlands (49.9%), Kazakhstan (50%), Indonesia (51% of share capital / 0% of result) and Singapore (49%). For a number of specific entities within the Middle East & India, Brunel has voting rights of 49% due to local enacted laws that limit foreign ownership. There are other arrangements in place that establish that Brunel has control. Brunel’s voting rights in relation to Taylor Hopkinson are 97% (2023: 72%). 14. Share-based payment arrangements In EUR 2024 2023 Share appreciation rights -1,006,487 1,859,656 Share based payments related to the long-term incentive plan 76,105 -135,907 Total expenses arising from share-based payments -930,382 1,723,749 Brunel International N.V. Annual Report 2024 175 Share-appreciation rights The measurement date fair value of the SAR’s is determined based on the Black-Scholes option valuation model. In this model the expected volatility is based on historical volatility for the corresponding periods of the Company shares (25.4% - 34.0%), the expected dividend yield is based on the dividend policy and set at 4.0%, the expected remaining years (0.2 – 4.2 years) and a risk free interest in the range of 2.00% and 2.62%. The risk free interest is based on the yield of AAA rated EU government bonds with a maturity commensurate to the expected life of the respective award. In EUR 2024 2023 Weighted average grant date fair value 0.83 1.39 Costs recognised -1,006,487 1,859,656 Total liability 1,520,152 3,062,980 Intrinsic value of the liability - - 2024 2023 Number of SAR’s Weighted average exercise price (EUR) Number of SAR’s Weighted average exercise price (EUR) SAR’s as at 1 January 3,519,850 11.14 3,396,500 11.33 SAR’s granted 925,900 10.54 1,252,300 11.58 SAR’s forfeited -769,000 11.34 -276,200 11.27 SAR’s expired -524,500 12.78 -463,000 12.78 SAR’s exercised -331,000 8.95 -389,750 11.96 SAR’s as at 31 December 2,821,250 10.84 3,519,850 11.14 SAR’s exercisable as at 31 December 559,750 9.00 788,250 11.43 The costs recognised in the consolidated profit and loss account amount is based on portion of time passed by the end of the year and fair value at year end. Costs are spread over the period in which employees provide services. Share based payments related to long-term incentive plan Long-term incentive plan 2021 In June 2021, Brunel announced its intention to repurchase 173,636 ordinary shares in order to meet the obligations under the planned performance share plan for senior management (excluding board of Directors). The performance share plan is conditional to targets for financial year 2023. Shares have vested in the beginning of 2024 with a lock-up period of two years. The fair value of the rights at grant date of EUR 10.41 per share was estimated using the Black-Scholes option valuation model. The model inputs for share awards granted during the year ended 31 December 2021 included: • Grant date: 1 July 2021 • Vesting date: 28 February 2024 • Share price at grant date: EUR 10.94 • Expected price volatility: 35.13% • Expected dividend yield: 2% • Risk free rate: 2,492% financial statements Brunel International N.V. Annual Report 2024 176 financial statements financial statements LTIP 2021 2024 2023 As at 1 January 61,643 137,229 Granted during the year 0 0 Vested during the year -61,643 0 Forfeited during the year 0 -75,586 As at 31 December 0 61,643 0 Weighted average remaining contractual life of the deferred shares outstanding at the end of period: - 0.69 Costs recognised in EUR 71,804 -135,907 Long-term incentive plan 2024 In June and November 2024 , Brunel granted in total 62,402 ordinary shares in order to meet the obligations under the planned performance share plan for CFO (June 22,455 shares) and the executive leadership team (November 39,947 shares). The performance share plan is conditional to Brunel’s Total Shareholder Return (“TRS”) compared to Amsterdam Small Cap Index (“AScX”) and achieving an increase in female representation in Global Leadership Team (“GLT”), achieving a target of customer net promoter score and achieving a reduction in CO2-emission scope 1 and 2. The Holding Period is for 2 years. The plan participants did not receive any dividends and were not entitled to vote in relation to the deferred shares during the vesting period. The fair value of the rights at grant date of EUR 1,68 – 2,03 per share was estimated using the Monte Carlo option valuation model. The model inputs for share awards granted during the year ended 31 December 2024 included: • Grant date: 12 June 2024 - 1 November 2024 • Vesting date: 28 February 2027 • Share price at grant date: EUR 11.10 - 8.80 • Expected price volatility: 42.15% • Expected dividend yield: 6.06% • Risk free rate: 2.41% LTIP 2024 2024 2023 As at 1 January 0 0 Granted during the year 62,402 0 Vested during the year 0 0 Forfeited during the year 0 0 As at 31 December 62,402 0 Weighted average remaining contractual life of the deferred shares outstanding at the end of period: 2.00 - Costs recognised in EUR 4,301 0 15. Commitments and contingencies The group leases various offices, cars and other office equipment under non-cancellable operating leases expiring within 6 months to 5 years. The leases have varying terms, escalation clauses and renewal rights. On renewal the terms of the leases are renegotiated. The group has recognised right-of-use assets for the majority of leases, except for short-term and low-value leases that are disclosed below. See note 5 for further information. 2024 2023 Expire in year 1 0 344 Expire in years 2-5 0 0 Expire in years 6 and later 0 0 Balance at 31 December 0 344 Events after balance sheet date No material events have occurred post-reporting date that warrant disclosure. Brunel International N.V. Annual Report 2024 177 7.1.8 Notes to the consolidated profit and loss account x EUR 1,000, unless stated otherwise 16. Direct and indirect personnel expenses The direct and indirect personnel expenses consist of the following amounts: 2024 2023 Direct Indirect Direct Indirect Salaries 809,347 84,631 775,566 86,956 Social charges 46,162 12,035 47,034 12,906 Pension charges 29,250 3,210 27,226 3,229 Other 216,914 39,094 207,127 44,556 Total 1,101,673 138,970 1,056,953 147,647 The pension schemes in the group can all be classified as defined contribution, except for defined benefit plans in Germany, Belgium and Indonesia (refer to note 10). The other direct personnel expenses include visa, logistic and other services provided to direct employees. These expenses are typically reimbursed by our customers. The other direct personnel expenses include EUR 3.6 million in short-term or low-value leases. Brunel International N.V. Annual Report 2024 178 financial statements Remuneration of directors The directors’ remunerations charged to the results in 2024 (2023) are set out below: Short-term employee benefits Salary Bonus Pension Other Share based payments Total Board of Directors: J.T. Andringa, CEO (until 31 October 2024) 520 (625) - (169) 14 (15) 30 (36) -184 (113) 380 (958) P.A. de Laat, CEO (until 30 September 2024, CFO) 484 (445) 92 (36) 13 (12) 36 (36) -59 (95) 566 (624) A.G. Maude, COO (until 16 May 2024) 169 (445) - (63) 7 (17) 62 (259) -39 (110) 199 (894) Supervisory Board: F. van der Vloed 70 (70) - - - - 70 (70) J.J.B.M. Spee (until 16 May 2024) 21 (60) - - - - 21 (60) K. Koelemeijer 60 (60) - - - - 60 (60) M. Kleinsman (from 16 May 2024 34 (-) - - - - 34 (-) A. Kuiper (from 1 December 2024) 5 (-) - - - - 5 (-) 1,363 (1,705) 92 (268) 34 (44) 128 (331) -282 (318) 1,335 (2,666) * In 2024 an amount of EUR 48k annual leave encashment is included and in 2023 an amount of EUR 223k termination benefit. • Mr De Laat has 15,000 shares in the company, in addition to 200,000 SAR’s and 22,455 performance award shares. • The members of the Supervisory Board hold neither shares nor share options in the company. • No loans and/or guarantees have been issued to members of the Board of Directors or Supervisory Board. Brunel International N.V. Annual Report 2024 179 financial statements SAR rights of directors Year granted 2020 2021 2022 2023 2024 Total P.A. de Laat, CEO 15,000 40,000 50,000 95,000 - 200,000 Range of exercise prices in EUR 6.39 9.08 11.92 11.58 - - 17. Depreciation and amortisation The costs for depreciation and amortisation in the consolidated profit and loss account consist of the following: 2024 2023 Other intangible assets (3) 6,796 5,334 Property, plant and equipment (4) 2,826 2,539 Right-of-use assets (5) 12,275 14,146 Total 21,897 22,019 18. Other expenses The 2024 other expenses amount to EUR 50.1 million (2023: EUR 47.6 million). The other expenses comprise marketing expenses, IT expenses, office and other o verhead costs. Audit costs The audit costs consists of the following: EY Accountants B.V. Member firms / affiliates Total 2024 Ernst & Young Accountants LLP Member firms / affiliates Total 2023 Audit of the financial statements 877 607 1,484 725 595 1,320 Other audit procedures - - - - - - Sustainability assurance 482 - 482 95 - 95 Tax services - 126 126 - 38 38 Total 1,359 733 2,092 820 633 1,453 The fees listed above relate to the procedures applied to the Company and its consolidated group entities by EY Accountants B.V. (2023: Ernst & Young Accountants LLP ) as the external independent auditor as referred to in Section 1, subsection 1 of the Audit Firms Supervision Act (‘Wet toezicht accountantsorganisaties - Wta’) as well as by member firms and affiliates of EY their tax services and advisory groups. The audit fees relate to the audit of the 2024 financial statements, regardless of whether the work was performed during the financial year. Our independent auditor, EY, has rendered, for the period to which our statutory audit relates, in addition to the audit of the statutory financial statements the following services to the company and its controlled entities: • Tax services, consisting of tax compliance services. Brunel International N.V. Annual Report 2024 180 financial statements 19. Financial income & expense 2024 2023 Exchange differences non-operational debtors and creditors -1,361 -1,094 Exchange differences financial fixed assets -905 -1,559 Exchange differences cash and cash equivalents -786 -238 Exchange differences -3,053 -2,891 Interest income banks 851 431 Interest income other 542 473 Interest income 1,393 904 Interest expense banks -4,967 -2,331 Interest expense lease liability -840 -554 Interest expense other -397 -1,347 Interest expense -6,204 -4,232 Financial income & expense -7,864 -6,219 The exchange differences on financial fixed assets relate to the foreign exchange loss on the loans receivable from third parties (refer to note 6). 20. Tax 2024 2023 Current tax (Income) / expense 14,109 20,041 Deferred tax (Income) / expense -77 -2,098 Tax (Income) / expense 14,032 17,943 In 2024, the effective tax rate on the result before tax is 31.7% (2023: 35.8%). Brunel International N.V. Annual Report 2024 181 financial statements The reconciliation between the actual tax expense and the ax expense based on the Dutch corporate income tax rate (2024 and 2023: 25.8%) is as follows: 2024 2023 Income tax at Dutch corporate income tax rate 11,425 25.8% 12,926 25.8% Permanent differences: Difference with foreign tax rates -1,506 -3.4% -870 -1.7% Weighted average applicable tax rate 9,919 22.4% 12,056 24.1% Adjustment previous years 127 0.3% 3,968 7.9% Non-deductible items 1,301 2.9% 1,054 2.1% Tax losses not recognised as deferred tax asset 1,534 3.5% 589 1.2% Changes in valuation of deferred taxes 384 0.9% -1,095 -2.2% Other taxes 768 1.7% 1,370 2.7% Effective tax charge 14,032 31.7% 17,943 35.8% The weighted average applicable tax rate and the effective tax rate are strongly affected by changes in the mix of results of subsidiaries in countries with different tax rates and/or systems. Countries with alternative minimum taxes had a relatively higher share in the results. In 2023 Brunel has settled the tax audit in Germany for fiscal years 2013-2018. As a result, an additional tax expense of EUR 4 million was recorded for adjustment previous years. Brunel International N.V. Annual Report 2024 182 financial statements financial statements Movement schedule tax assets and liabilities During the financial year an amount of EUR 2.0 million was debited directly to other comprehensive income (2023: EUR 0.7 million credited) for tax relating to foreign exchange results recorded in the other comprehensive income. The deferred tax assets originate from accumulated tax losses (mainly from Austria, United Kingdom and United States) and temporary differences. Recognition and derecognition of these assets are based on the forecasted results for the relevant group companies. The deferred tax liabilities relate to temporary differences in the valuation of intangible assets that were a result of business combinations. Current Deferred Total Balance at 1 January 2023 Tax assets 2,994 14,725 17,719 Tax liability -11,933 -1,782 -13,715 -8,939 12,943 4,004 Movements during the year Paid / received 19,193 0 19,193 Through profit and loss -20,041 2,098 -17,943 Through other comprehensive income 731 0 731 Exchange rate adjustment 79 -237 -158 -38 1,861 1,823 Balance at 31 December 2023 Tax assets 7,429 17,265 24,694 Tax liability -16,407 -2,460 -18,867 -8,978 14,805 5,827 Movements during the year Paid / received 14,700 0 14,700 Through profit and loss -15,039 1,007 -14,032 Through business combinations -13 13 0 Through other comprehensive income -2,033 0 -2,033 Exchange rate adjustment -20 570 550 -2,405 1,590 -815 Balance at 31 December 2024 Tax assets 4,782 18,405 23,187 Tax liability -16,166 -2,010 -18,176 -11,384 16,395 5,011 Deferred tax assets amounting to EUR 11.4 million (2023: EUR 10.0 million) are dependent on future taxable profits in excess of the profits arising from the reversal of existing temporary differences. Unused tax losses for which no deferred tax assets have been recognised amount to EUR 33.7 million (2023: EUR 37.1 million). All tax losses, either recognised or unrecognised can be offset with future profits. Dependant on the country EUR 1.0 million of the unrecognised losses will expire within 5 years, the remainder can either be offset within 15 years (EUR 1.1 million) or indefinitely (EUR 33.7 million). Brunel International N.V. Annual Report 2024 183 Opening balance Through business combinations Recognised in P&L Exchange rate adjusted Closing balance Movement of deferred tax positions in 2023: Deferred tax assets Deferred tax assets in relation to: Temporary differences in allowance for doubtful debt 186 0 0 -4 182 Temporary differences valuation other intangible assets 7,172 0 -3,508 0 3,664 Temporary differences in accruals employee expenses 1,969 0 1,525 -87 3,407 9,327 0 -1,983 -91 7,253 Recognised tax losses 5,398 0 4,761 -148 10,012 Total deferred tax assets 14,725 0 2,778 -239 17,265 Deferred tax liabilities Deferred tax liabilities in relation to: Temporary differences valuation other intangible assets -1,775 0 388 0 -1,387 Temporary differences in accruals employee expenses -7 0 -68 1 -74 Temporary differences relating to undistributed earnings of subsidiaries 0 0 -1,000 0 -1,000 Total deferred tax liabilities -1,782 0 -680 1 -2,460 Total deferred tax assets and liabilities 12,943 0 2,098 -238 14,803 Movement of deferred tax positions in 2024: Deferred tax assets Deferred tax assets in relation to: Temporary differences in allowance for doubtful debt 182 0 -109 4 77 Temporary differences valuation other intangible assets 3,664 0 52 0 3,716 Temporary differences in accruals employee expenses and other 3,407 13 -250 7 3,177 7,253 13 -307 11 6,970 Recognised tax losses 10,012 0 865 558 11,435 Total deferred tax assets 17,265 13 558 569 18,405 Deferred tax liabilities Deferred tax liabilities in relation to: Temporary differences valuation other intangible assets -1,387 0 384 1 -1,002 Temporary differences in accruals employee expenses -74 0 65 0 -9 Temporary differences relating to undistributed earnings of subsidiaries -1,000 0 0 0 -1,000 Total deferred tax liabilities -2,460 0 449 1 -2,010 Total deferred tax assets and liabilities 14,805 13 1,007 570 16,395 Brunel International N.V. Annual Report 2024 184 financial statements Temporary differences for which no deferred tax assets have been recognised amount to EUR 18.9 million and relate to the group’s investments in a global IT organisation. The group has undistributed earnings of EUR 68.3 million which, if paid out as dividends, would be subject to tax in the hands of the recipient. An assessable temporary difference exists, and the group has recognised a deferred tax liability of EUR 1.0 million for EUR 10.0 million of these temporary differences. For the remainder no deferred tax liabilities have been recognised as the group is able to control the timing of distributions from these subsidiaries, and it is not expected to distribute these profits in the foreseeable future. OECD Pillar Two model rules Pillar Two legislation has been enacted or substantively enacted in several jurisdictions in which the group operates. The group is within the scope of the OECD Pillar Two model rules and is considered a multinational enterprise to which the Pillar Two rules shall be applied. Under Pillar Two rules, the group is considered to be part of the group of its majority shareholder, Noverhead Holding Sàrl. The group applies the IAS 12 exception to recognising and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes. The group may incur top-up taxes due to the Pillar Two legislation that became effective 1 January 2024 in several jurisdictions in which the group operates. Under the legislation, the group is liable to pay a top-up tax for the difference between its GloBE effective tax rate in each jurisdiction and the 15% minimum rate. The group has estimated that the effective tax rates exceed 15% in all jurisdictions in which it operates, except for jurisdiction Qatar where one of its subsidiaries operates. The group’s assessment indicates for Qatar that the weighted average effective tax rate based on accounting profit is 8% for the annual financial year ended 31 December 2024, mainly because of the low statutory tax rate. The Pillar Two top-up tax is negligible. 21. Earnings per share 2024 2023 Weighted average number of ordinary shares for the purpose of basic earnings per share 50,427,370 50,400,988 Effect of dilutive potential ordinary shares from share based payments - 60,614 Weighted average number of ordinary shares for the purpose of diluted earnings per share 50,427,370 50,461,602 Net income for ordinary shareholders in EUR 29,842,236 31,651,867 Basic earnings per share in EUR 0.59 0.63 Diluted earnings per share in EUR 0.59 0.63 Brunel International N.V. Annual Report 2024 185 7.1.9 Notes to the consolidated cash flow statement The majority of the items on the consolidated cash flow statement are, on an individual basis cross-referenced to the relevant notes on the consolidated profit and loss account and the consolidated balance sheet. For the remainder of the material items, the reconciliation between amounts included in the consolidated cash flow statement and related amounts in the consolidated profit and loss account and the consolidated balance sheet are shown below. 22. Trade and other receivables 2024 2023 Balance at 1 January 351,374 303,050 Acquisition of subsidiaries 343 0 Change in allowance for bad debt -874 -369 Change in receivables -44,752 53,853 Exchange rate movements 5,303 -5,160 Balance at 31 December 311,394 351,374 23. Trade and other payables 2024 2023 Balance at 1 January 150,098 130,629 Acquisition of subsidiaries 535 0 Change in trade and other payables -9,851 7,844 Infow from non-current portion (11) 4,548 9,813 Settlement of put option liabilities -6,573 0 Payment of deferred consideration -1,092 0 Exchange rate movements -392 1,812 Balance at 31 December 137,273 150,098 24. Other non-cash expenses The other non-cash expenses mostly consist of the impairment of trade and other receivables (refer to note 8) and the post combination benefits relating to acquisitions (refer to note 11). Brunel International N.V. Annual Report 2024 186 7.1.10 Other notes to the consolidated financial statements 25. Transactions with related parties The Board of Directors, the Supervisory Board, majority shareholder and participations are considered to be related parties. For information about the Directors’ remuneration reference is made to note 16. Transactions with related parties were made on terms equivalent to those that prevail in arm’s length transactions. Included under other operating expenses is an amount of EUR 79 (2023: EUR 79) paid as consultancy fee to the majority shareholder of Brunel International N.V. 26. Segment reporting x EUR 1,000, unless stated otherwise Operating segments have been identified on the basis of internal reports about components of the group that are regularly reviewed by the chief operating decision maker in order to allocate resources to the segments and to assess their performance. Information reported to the group’s chief operating decision maker is focused at components engaged in providing services in a particular economic environment from those of other segments. A geographical segment is engaged in providing services in a particular economic environment which are subject to risks and returns that are different from those segments operating in other economic environments. The main regions are: DACH (Germany, Austria, Switzerland and Czech Republic), the Netherlands, Americas, Australasia, Europe & Africa, Middle East & India, and Asia. This is the basis on which internal reports are provided to the chief operating decision maker for assessing performance and determining the allocation of resources within the Group. All regions exceeding 10% of total revenue, EBIT or assets are reported separately. Unallocated relates to the corporate assets and corporate costs that do not relate to a specific segment. The remaining regions are combined in Rest of World. In 2024 the region Taylor Hopkinson was added to the reportable segment Rest of World since it’s total revenue, EBIT and total assets did not exceed 10% of the group totals. As a result, the comparative figures have been restated. The revenues are not further disaggregated by streams since the only material revenue is contracting. The transactions between operating segments are on an arm’s length basis in a manner similar to third parties. Reportable segments Revenue Contribution margin Operating profit 2024 2023 2024 2023 2024 2023 Segments DACH region 236,764 249,278 75,565 85,826 16,813 20,124 Netherlands 217,294 213,205 54,881 56,582 16,594 16,103 Australasia 228,642 192,893 23,035 20,355 6,609 5,267 Middle East & India 175,407 160,709 23,262 22,588 12,844 12,285 Americas 191,240 177,840 27,983 24,832 7,070 4,547 Asia 169,379 182,248 26,947 30,809 5,143 11,873 Rest of World 175,092 188,020 31,414 32,591 2,170 -716 Unallocated 0 0 0 0 -15,094 -13,163 Eliminations -29,058 -33,658 0 0 0 0 Total 1,364,760 1,330,535 263,087 273,582 52,149 56,321 Brunel International N.V. Annual Report 2024 187 financial statements The group attributes revenue to countries based on the location of the geographical location of the entity that delivers the service. In vast majority of the cases, the location is the same as where our professionals perform work for our clients, with the following exceptions: • In the segment Rest of World the main region Europe and Africa is aggregated. Part of the main region Europe & Africa is Brunel Energy Europe B.V., based in the Netherlands. The revenue generated by Energy Europe B.V. is 44.4 million (2023: EUR 46.7 million). • In the segment DACH region, Germany generated more than 10% of the total revenues (EUR 222.5 million) attributable to external customers. The country is included in the operating segment DACH since it contributes majority of the revenue to that segment. In 2024 Germany contributed 94% of the DACH region’s total revenue (2023: 94%). Direct personnel expenses Indirect personnel expenses 2024 2023 2024 2023 Segments DACH region 161,199 163,452 34,870 41,177 Netherlands 162,413 156,623 23,798 25,753 Australasia 205,607 172,537 11,200 10,664 Middle East & India 152,145 138,121 5,826 6,336 Americas 163,257 153,007 15,196 14,521 Asia 142,431 151,439 14,406 12,352 Rest of World 143,677 155,432 18,030 21,983 Unallocated 0 0 15,644 14,861 Eliminations -29,056 -33,658 0 0 Total 1,101,673 1,056,953 138,970 147,647 Balance sheet total Non-current assets Investment in IA & PPE 2024 2023 2024 2023 2024 2023 Segments DACH region 87,875 90,985 22,253 20,684 1,094 230 Netherlands 62,168 63,624 17,130 14,647 664 1,153 Australasia 57,709 54,532 7,727 5,489 471 112 Middle East & India 83,849 80,717 1,909 2,907 70 227 Americas 84,388 65,379 7,071 3,112 333 98 Asia 94,920 95,560 12,285 9,039 124 939 Rest of World 94,953 146,183 25,170 40,799 348 243 Unallocated 16,141 14,304 23,002 21,423 6,588 8,730 Total 582,003 611,284 116,547 118,100 9,692 11,732 Non-current assets exclude financial instruments and deferred tax assets. Brunel International N.V. Annual Report 2024 188 financial statements financial statements Tax expense/income Current & Long-term liabilities Depreciation and Amortisation 2024 2023 2024 2023 2024 2023 Segments DACH region 7,434 11,466 42,857 47,457 5,112 6,055 Netherlands 4,461 4,220 47,987 46,324 4,654 4,714 Australasia 1,212 1,864 15,302 13,886 679 527 Middle East & India 1,149 1,169 44,937 49,548 956 1,171 Americas -1,406 -3,991 16,466 10,673 648 610 Asia 3,433 2,910 32,538 33,681 2,194 2,724 Rest of World 1,026 -153 26,879 40,018 2,601 2,742 Unallocated -3,277 457 37,639 57,162 5,053 3,476 Total 14,032 17,942 264,605 298,749 21,897 22,019 Employees The total number of direct and indirect employees with the group companies is set out below: Average workforce 2024 2023 Direct Indirect Direct Indirect DACH region 1,872 372 2,062 435 Netherlands 1,677 254 1,726 270 Australasia 1,779 129 1,575 124 Middle East & India 1,924 152 2,103 167 Americas 1,048 143 1,028 147 Asia 1,358 185 1,424 156 Rest of World 1,211 191 1,220 211 Unallocated - 64 - 64 Total 10,869 1,490 11,138 1,574 Total workforce 12,359 12,712 Brunel International N.V. Annual Report 2024 189 Workforce at 31 December 2024 2023 Direct Indirect Direct Indirect DACH region 1,664 341 2,008 438 Netherlands 1,695 230 1,753 274 Australasia 1,728 117 1,692 128 Middle East & India 1,860 135 1,930 174 Americas 1,004 134 958 142 Asia 1,160 145 1,381 177 Rest of World 1,095 165 1,217 202 Unallocated - 68 - 65 Total 10,206 1,335 10,939 1,600 Total workforce 11,541 12,539 Disaggregation of revenue The tables below provide an overview of the activities with regard to our global vertical approach. Conven- tional Energy Future mobility Indus-trials & Techno- logy Life Sciences Mining Renew- ables Financial Services Public Sector infra- struc- ture Other Total 2024 DACH region 16,343 91,134 69,450 22,406 1,349 13,931 533 972 8,227 12,419 236,764 TheiNether- lands 12,762 6,767 20,531 8,776 - 14,352 44,311 95,141 6,414 8,240 217,294 Australasia 118,630 2 769 545 84,284 8,035 5,392 - 10,078 907 228,642 Middle East & India 151,138 62 3,120 613 340 4,832 5 - 14,853 444 175,407 Americas 128,078 17 442 8,820 39,774 12,756 -8 32 877 452 191,240 Asia 92,038 3,221 1,776 1,397 47,339 20,402 - - 608 2,598 169,379 Rest of world 51,776 413 6,631 2,591 391 106,097 2,751 348 2,706 1,388 175,092 Eliminations -18,817 19 -986 1 -132 -7,696 -2 - -445 -1,000 -29,058 Total 551,948 101,635 101,733 45,149 173,345 172,709 52,982 96,493 43,318 25,448 1,364,760 financial statements Brunel International N.V. Annual Report 2024 190 Conven- tional Energy Future mobility Indus-trials & Techno- logy Life Sciences Mining Renew- ables Financial Services Public Sector infra- struc- ture Other Total 2024 DACH region 10,590 95,387 80,874 25,996 1,076 12,811 - - 8,776 13,768 249,278 TheiNether- lands 4,262 9,020 24,392 10,087 297 15,663 50,153 84,411 11,459 3,461 213,205 Australasia 92,004 - 505 675 76,652 8,036 5,796 293 6,303 2,629 192,893 Middle East & India 142,173 43 2,669 41 268 5,979 - - 8,870 666 160,709 Americas 127,312 8 846 8,960 29,487 9,703 - - 1,370 154 177,840 Asia 115,995 3,804 1,878 1,071 40,752 14,876 - - 150 3,722 182,248 Rest of world 50,334 182 2,862 2,912 1,983 118,394 - - 3,475 7,878 188,020 Eliminations -23,326 - -67 1 -372 -9,826 - - -443 375 -33,658 Total 519,344 108,444 113,959 49,743 150,143 175,636 55,949 84,704 39,960 32,653 1,330,535 financial statements Brunel International N.V. Annual Report 2024 191 7.2 Company balance sheet as at 31 December 2024 x EUR 1,000, before profit appropriation 31 December 2024 31 December 2023 Non-current assets Other intangible assets (27) 20,054 18,297 Property, plant & equipment (28) 703 809 Right-of-use assets (29) 1,437 2,132 Investments accounted for using the equity method (30) 293,350 314,688 Loans receivable from subsidiaries (30) 895 953 Deferred tax income assets 3,963 4,027 Total non-current assets 320,402 340,906 Current assets Trade and other receivables (31) 22,517 34,431 Income tax receivables 1,333 3,146 Cash (32) 43 0 Total current assets 23,892 37,577 Total assets 344,295 378,483 Shareholders’ equity (35) Share capital 1,517 1,517 Share premium 86,145 86,145 General reserve 185,818 176,388 Translation reserve 11,815 5,188 Share based payments 4 564 Unappropriated result 29,842 31,652 Total shareholders’ equity 315,141 301,454 Non-current liabilities Lease liabilities (29) 666 1,369 Loans and borrowings (34) 15,386 38,476 Total non-current liabilities 16,052 39,845 Current liabilities Lease liabilities (29) 781 765 Other current liabilities (33) 12,321 36,419 Total current liabilities 13,102 37,184 Total liabilities 29,154 77,029 Total equity & liabilities 344,295 378,483 Brunel International N.V. Annual Report 2024 192 7.2.1 Company profit and loss account for the year ended 31 December 2024 x EUR 1,000 2024 2023 Revenue (36) 21,411 18,644 Indirect personnel expenses (37) -14,528 -14,066 Depreciation and amortisation (27-29) -5,678 -4,075 Other expenses (38) -16,282 -13,775 Total operating costs -36,488 -31,916 Operating profit -15,077 -13,272 Exchange differences -98 -215 Interest income 44 15 Interest expenses -3,414 -1,151 Financial income and expense -3,470 -1,351 Result before tax -18,547 -14,623 Tax 4,008 479 44,762 Share of profit of investments accounted for using the equity method (39) 44,381 45,796 Net result 29,842 31,652 Brunel International N.V. Annual Report 2024 193 7.2.2 Notes to the company balance sheet and profit and loss account x EUR 1,000, unless stated otherwise General The company financial statements of Brunel International N.V are prepared in accordance with the legal requirements of Part 9, Book 2 of the Dutch Civil Code. The company has made use of the possibility based on Article 362, paragraph 8, Part 9, Book 2 of the Dutch Civil Code to prepare company financial statements based on the accounting policies used for the consolidated financial statements. Foreign currency has been translated, assets and liabilities have been valued, and net income has been determined, in accordance with the accounting principles for the valuation of assets and liabilities and determination of profit on pages 147 until 154. Financial assets Investments in consolidated subsidiaries are entities over which the company has control, i.e. the power to govern the financial and operating policies, generally accompanying a shareholding of more than one half of the voting rights. Subsidiaries are recognised from the date on which control is transferred to the company or its intermediate holding entities. They are derecognised from the date that control ceases. The company applies the acquisition method to account for acquiring subsidiaries, consistent with the approach identified in the consolidated financial statements. The consideration transferred for the acquisition of a subsidiary is the fair value of assets transferred, liabilities incurred to the former owners of the acquiree and the equity interests issued by the company. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in an acquisition are measured initially at their fair values at the acquisition date, and are subsumed in the net asset value of the investment in consolidated subsidiaries. Acquisition-related costs are expensed as incurred. The subsidiaries are measured and presented in accordance with the equity method. Trade and other receivables Receivables are mainly receivables on subsidiaries. The accounting policy on trade and other receivables is included in the consolidated financial statements. The expected credit losses, if any, are eliminated in the carrying amount of these receivables. Other current liabilities The accounting policy on other current liabilities is included within the consolidated financial statements. Revenue Brunel International N.V. provides management services, business IT management, design, implementation and support services. Revenue from providing services is recognised in the accounting period in which the services are rendered. 27. Other intangible assets This concerns software. Movements during the year: 2024 2023 At cost at 1 January 50,574 42,374 Accumulated amortisation -32,276 -29,044 Balance at 1 January 18,297 13,330 Changes in carrying amount Additions 6,496 8,200 Amortisation -4,740 -3,232 Balance at 31 December 20,054 18,297 At cost at 31 December 57,070 50,574 Accumulated amortisation -37,016 -32,276 Balance at 31 December 20,054 18,297 The amortisation rate for software is 20-40% per annum. In 2024 no software that was fully amortised has been written off from both the at cost value and the accumulated amortisation (2023: nil). Brunel International N.V. Annual Report 2024 194 financial statements 28. Property, plant & equipment Movements during the year: 2024 2023 At cost at 1 January 1,475 945 Accumulated depreciation -667 -536 Balance at 1 January 809 409 Changes in carrying amount Additions 92 530 Depreciation -198 -130 Balance at 31 December 703 809 At cost at 31 December 1,568 1,475 Accumulated depreciation -865 -667 Balance at 31 December 703 809 The depreciation rate for property, plant & equipment is 20-40% per annum. In 2024 no property, plant & equipment that was fully depreciated has been written off from both the at cost value and the accumulated depreciation (2023: nil). 29. Leases Movements during the year: This note provides information for leases where the company is a lessee. Amounts recognised in the balance sheet The company balance sheet shows the following amounts relating to leases: Right of use asset 2024 2023 Right of use asset - Property 1,247 1,872 Right of use asset - Cars 189 260 Total 1,437 2,132 Lease liability Current 781 765 Non-current 666 1,369 Total 1,447 2,134 Additions to the right-of-use assets during 2024 amount to nil (2023: EUR 0.2 million). Amounts recognised in the profit and loss account The profit and loss account shows the following amounts related to leases: Depreciation charge of right-of-use assets 2024 2023 Depreciation -739 -713 Interest expense -14 -1 Expense relating to Short- term and low-value leases (included other expenses) -120 -115 The total cash outflow for leases in 2024 was EUR 0.8 million (2023: EUR 0.8 million). 30. Investments accounted for using the equity method The investments accounted for using the equity method consist of the following: 2024 2023 Subsidiaries 293,350 314,688 Loans receivable from subsidiaries 895 953 Balance at 31 December 294,245 315,641 Brunel International N.V. Annual Report 2024 195 financial statements Subsidiaries Movements during the year: 2024 2023 Balance at 1 January 314,688 283,070 Capital contributions 770 1,700 Profit for the year 44,381 45,796 Dividend payment -78,129 -8,500 Share based payments 23 -203 Divestments 0 -155 Acquisition of non-controlling interest 7,264 0 Recognition of put-option liability -2,408 0 Actuarial gains/(losses) 134 -255 Exchange rate movements 6,628 -6,765 Balance at 31 December 293,350 314,688 Refer to the consolidated financial statements for a list of the subsidiaries. Loans receivable from subsidiaries Movements during the year: 2024 2023 Balance at 1 January 953 494 Additions 0 470 Repayments -52 0 Exchange rate movements -6 -11 Balance at 31 December 895 953 The interest rate for loans receivable from subsidiaries is based on our global transfer pricing policy. The interest rate is around 5%. There are no repayment schedules as this depends on the cash flow of the group company. The fair value approximates the book value. 31. Trade and other receivables Trade and other receivables consist of the following: 2024 2023 Group companies 17,420 28,987 Other receivables 5,097 5,444 Balance at 31 December 22,517 34,431 All trade and other receivables fall due within one year. The fair value approximates the book value. The expected credit loss is negligible. 32. Cash Cash at bank and in hand are freely disposable. The fair value approximates the book value. 33. Other current liabilities The other current liabilities consist of the following: 2024 2023 Group companies 5,306 31,302 Other current liabilities 7,015 5,117 Balance at 31 December 12,321 36,419 All current liabilities fall due within one year. The fair value approximates the book value. The expected credit loss is negligible. 34. Loans and borrowings The loans and borrowings relate primarily to a revolving credit facility (refer to note 11 of the consolidated financial statements). The movements are as follows: 2024 2023 Balance at 1 January 38,476 0 Proceeds from drawing 0 38,476 Repayments -23,090 0 Balance at 31 December 15,386 38,476 financial statements Brunel International N.V. Annual Report 2024 196 35. Shareholders’ equity Composition of and changes in shareholders’ equity: Legal reserves Share Capital Share Premium General Reserve Share based payments Translation reserve Unapro- priated result Total Balance at 31 December 2022 1,517 86,145 174,907 707 12,013 29,390 304,679 Exchange differences result -6,825 -6,825 Actuarial gains/(losses) -255 -255 Liquidation loss on non- controlling interests 67 67 Share based payments -143 -143 Result financial year 31,652 31,652 Cash dividend (13) -27,721 -27,721 Appropriation of result 29,390 -29,390 0 Balance at 31 December 2023 1,517 86,145 176,388 564 5,188 31,652 301,454 Exchange differences result 6,627 6,627 Actuarial gains/(losses) 134 134 Acquisition of non- controlling interests 7,264 7,264 Recognition of put-option liability -2,408 -2,408 Share based payments 557 -560 -3 Result financial year 29,842 29,842 Cash dividend (13) -27,769 -27,769 Appropriation of result 31,652 -31,652 0 Balance at 31 December 2024 1,517 86,145 185,818 4 11,815 29,842 315,141 In the year under review a dividend of EUR 0.55 per share was paid. The proposed dividend for 2024 will be EUR 0.55 per share. 36. Revenue The gross profit in the company profit and loss account relates to management fees charged to group entities. 37. Direct and indirect personnel expenses Salaries, social security charges and pension expenses for employees of Brunel International N.V. amounted to EUR 6.9 million, EUR 0.7 million and EUR 0.4 million, respectively for 2024 (2023: expenses of EUR 7.2 million, EUR 0.7 million and EUR 0.4 million, respectively). The remainder largely consists of staff costs for employees of other group companies that are recharged to Brunel International N.V. At the end of 2024 Brunel International N.V. employed 68 people (2023: 65), all in the Netherlands. On average during the year Brunel International N.V. employed 64 people (2023: 64). Besides the Board of Directors and their personal assistants, these concern the group finance, legal, IT and HR department. 38. Other expenses The 2024 other expenses amount to EUR 16.3 million (2023: EUR 13.8 million) and comprise IT expenses, marketing expenses, office and other overhead costs. financial statements Brunel International N.V. Annual Report 2024 197 financial statements 39. Share of profit of investments accounted for using the equity method 2024 2023 Profit group companies 44,381 45,796 Other Disclosures of director’s remuneration and audit fees are included in notes 16 and 18 to the consolidated financial statements. Guarantees The company has guaranteed the liabilities for its Dutch participations Brunel Nederland B.V. and Brunel Energy Holding B.V. Brunel International N.V. has guaranteed towards Brunel GmbH its receivable on Brunel Car Synergies GmbH. At 31 December 2024 this receivable amounts to EUR 2.0 million (2023: EUR 2.0 million). Brunel International N.V. has guaranteed towards Liberty Mutual Surety Europe B.V. EUR 5.6 million (2023: EUR 5.6 million) and towards HSBC Bank (China) Company Ltd EUR 7.2 million (2023: EUR 1.4 million). No other guarantees have been provided (2023: EUR 0.0 million). Brunel International N.V. has guaranteed the ultimate balance of sums payable under the credit facility (refer to note 11). Brunel International N.V. is part of the Dutch fiscal unity for corporate income taxes, as well as for value-added taxes. As a consequence, the company bears joint and several liabilities for the debts with respect to corporate income taxes and value-added taxes of the fiscal unity. The company settles corporate income taxes, based on the fiscal results before taxes of the subsidiaries belonging to the fiscal unity. Events after balance sheet date No material events have occurred post-reporting date that warrant disclosure. Amsterdam, 21 February 2025 The Board of Directors The Supervisory Board P.A. de Laat F.I.M. van der Vloed K. Koelemeijer M. Kleinsman A. Kuiper Brunel International N.V. Annual Report 2024 198 7.3 Other information 7.3.1. Profit appropriation according to the articles of association Article 26.2 The board of directors determines the part of the Company’s profits which will be added to the reserves, subject to the approval of the holder of the priority share. Article 26.3 The remaining part of the Company’s profits is at the disposal of the shareholders for distribution of profit. Priority share The priority share, which has a par value of EUR 10,000, has been issued to Stichting Prioriteit Brunel, subject to the condition precedent that the majority shareholder loses its majority share in Brunel International N.V.’s share capital. The priority share will be fully paid up as soon as the issue becomes unconditional. The protective stipula- tions are included in the articles of association of Brunel International N.V. and are posted on the company’s website. * Pursuant to Article 4.3, as long as the priority share is not subscribed, the rights attached to this share are exercised by the general meeting of shareholders Brunel International N.V. Annual Report 2024 199 To: the shareholders and supervisory board of Brunel International N.V. Report on the audit of the financial statements 2024 included in the annual report Our opinion We have audited the accompanying financial statements for the financial year ended 31 December 2024 of Brunel International N.V. based in Amsterdam, The Netherlands. The financial statements comprise the consolidated financial statements and the company financial statements. In our opinion: • The consolidated financial statements give a true and fair view of the financial position of Brunel International N.V. as at 31 December 2024 and of its result and its cash flows for 2024 in accordance with International Financial Reporting Standards as adopted in the European Union (EU-IFRSs) and with Part 9 of Book 2 of the Dutch Civil Code • The company financial statements give a true and fair view of the financial position of Brunel International N.V. as at 31 December 2024 and of its result for 2024 in accordance with Part 9 of Book 2 of the Dutch Civil Code. The consolidated financial statements comprise: • The consolidated balance sheet as at 31 December 2024 • The following statements for the year ended 31 December 2024: the consolidated profit and loss account, the consolidated statements of comprehensive income and changes in equity and the consolidated cash flow statement • The notes comprising material accounting policy information and other explanatory information The company financial statements comprise: • The company balance sheet as at 31 December 2024 • The company profit and loss account for 2024 • The notes comprising a summary of the accounting policies and other explanatory information Basis for our opinion We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. Our responsibilities under those standards are further described in the Our responsibilities for the audit of the financial statements section of our report. We are independent of Brunel International N.V. (the company) in accordance with the EU Regulation on specific requirements regarding statutory audit 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 have complied with the Verordening gedrags- en beroepsregels accountants (VGBA, Dutch Code of Ethics for professional accountants). We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Information in support of our opinion We designed our audit procedures in the context of our audit of the financial statements as a whole and in forming our opinion thereon. The following information in support of our opinion and any findings were addressed in this context, and we do not provide a separate opinion or conclusion on these matters. Our understanding of the business Brunel International N.V. is a global provider of secondment, project management, recruitment and consultancy services. We paid specific attention in our audit to a number of areas driven by the operations of the group and our risk assessment. We determined materiality and identified and assessed the risks of material misstatement of the financial statements, whether due to fraud or error in order to design audit procedures responsive to those risks and to obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. 7.3.2 Independent auditor’s report Brunel International N.V. Annual Report 2024 200 Materiality Materiality €6.8 million (2023: €6.8 million) Benchmark applied 0.5% of revenue for the year ended 31 December 2024 Explanation We applied revenue as benchmark as in our perception, it is an important and stable performance indicator for the company and the users of the financial statements. We determined materiality consistent with prior financial year. We have also taken into account 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 €325,000, which 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 Brunel International N.V. is at the head of a group of entities. The financial information of this group is included in the financial statements. We are responsible for planning and performing the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the group as a basis for forming an opinion on the financial statements. We are also responsible for the direction, supervision, review and evaluation of the audit work performed for purposes of the group audit. We bear the full responsibility for the auditor’s report. Based on our understanding of the group and its environment, the applicable financial framework and the group’s system of internal control, we identified and assessed risks of material misstatement of the financial statements and the significant accounts and disclosures. Based on this risk assessment, we determined the nature, timing and extent of audit work performed, including the entities or business units within the group (components) at which to perform audit work. For this determination we considered the nature of the relevant events and conditions underlying the identified risks of material misstatements for the financial statements, the association of these risks to components and the materiality or financial size of the components relative to the group. We communicated the audit work to be performed and identified risks through instructions for component auditors as well as requesting component auditors to communicate matters related to the financial information of the component that is relevant to identifying and assessing risks. We have: • performed the audit work for the Dutch operating company Brunel Netherlands within the scope of the group audit ourselves, as well as centralized audit work, such as related to the valuation of goodwill; • selected 11 components to perform audit work for group reporting purposes. With the exception of one operating company in Scotland, the audit work for the foreign operating companies in scope of our group audit were performed by teams of EY Global member firms. This resulted in a coverage of 78% of revenue and 70% of total assets. For other components, we performed analytical procedures to corroborate that our risk assessment and scoping remained appropriate throughout the audit. We performed site visits to meet with local management and component teams, observe the component operations, discuss the group risk assessment and the risks of material misstatements for the components in Germany, Scotland, Qatar and Kuwait. We reviewed and evaluated the adequacy of the deliverables from all component auditors and reviewed key working papers for selected components to address the risks of material misstatement. We held planning meetings, key meetings required based on circumstances and closing meetings with component teams for all components. During these meetings and calls, amongst others, the planning, procedures performed based on risk assessments, findings and observations were discussed and any further work deemed necessary by the primary or component team was then performed. By performing the audit work mentioned above at the entities or business units within the group, together with additional work at group level, we have been able to obtain sufficient and appropriate audit evidence about the group’s financial information to provide an opinion on the financial statements. Teaming and use of specialists We ensured that the audit teams both at group and at component levels included the appropriate skills and competences which are needed for the audit of a listed other information Brunel International N.V. Annual Report 2024 201 client in the contracting and recruiting industry. We included specialists in the areas of IT audit (including cyber security), forensics, taxes, compliance with laws and regulations on temporary employment and valuation of goodwill. Our focus on climate-related risks and the energy transition Climate change and the energy transition are high on the public agenda. Issues such as CO2 reduction impact 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 Board of directors summarised Brunel International N.V.’s commitments and obligations, and reported in the ‘Sustainability statement’ of the Report from the board of directors how the company is addressing climate-related and environmental risks. The impact of climate change is not identified as one of the top risks for the Company. As part of our audit of the financial statements, we evaluated the extent to which climate-related risks and the effects of the energy transition and the company’s commitments and (constructive) obligations, are taken into account in estimates and significant assumptions. Furthermore, we read the Report from the board of directors and considered whether there is any material inconsistency between the non-financial information in the ‘Environmental, social and governance (ESG) Commitment’ section and the financial statements. Based on the audit procedures performed, we do not deem climate-related risks to have a material impact on the financial reporting judgments, estimates or significant assumptions as at 31 December 2024. Our focus on fraud and non-compliance with laws and regulations Our responsibility Although we are not responsible for preventing fraud or non-compliance and we cannot be expected to detect non-compliance with all laws and regulations, it is our responsibility to obtain reasonable assurance that the financial statements, taken as a whole, are free from material misstatement, whether caused by fraud or error. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Our audit response related to fraud risks We identified and assessed the risks of material misstatements of the financial statements due to fraud. During our audit we obtained an understanding of the company and its environment and the components of the system of internal control, including the risk assessment process and the board of directors’ 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. We refer to the ‘Risks, risk management and control systems’ section of the Report from the board of directors for the board of directors’ (fraud) risk assessment and the ‘Risk and internal risk management systems’ section of the supervisory board report in which the supervisory board reflects on this risk assessment. We evaluated the design and relevant aspects of the system of internal control and in particular the fraud risk assessment, as well as the code of conduct and, whistle blower procedures. We evaluated the design and the implementation of internal controls designed to mitigate fraud risks. As part of our process of identifying fraud risks, we evaluated fraud risk factors with respect to financial reporting fraud, misappropriation of assets and bribery and corruption., in We particularly considered fraud risk factors inherent relating to working with agents and conducting business in countries with a higher corruption risk, as discussed under ‘Compliance risks monitoring and control’ in the section ‘Risks, risk management and control systems’ of the Report from the board of directors. In close co-operation with our forensic specialists, we evaluated whether these factors indicate that a risk of material misstatement due to fraud is present. 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. We addressed the risks related to management override of controls, as this risk is present in all organizations. For these risks we have performed procedures among other things to evaluate key accounting estimates for management bias that may represent a risk of material misstatement due to fraud, in particular relating to important judgment areas and significant accounting estimates as disclosed in the section ‘Critical accounting other information Brunel International N.V. Annual Report 2024 202 estimates, assumptions and judgments’ within the General notes to the consolidated financial statements. We have also used data analysis to identify and address high-risk journal entries and evaluated the business rationale (or the lack thereof) of significant extraordinary transactions, including those with related parties. The following fraud risks identified required significant attention during our audit. Presumed risks of fraud in revenue recognition Fraud risk We presumed that there are risks of fraud in revenue recognition. We evaluated the pressure or incentive from quantitative targets in the bonus scheme for the board of directors and other members of management and expectations from shareholders as revenue is considered a key performance indicator. We considered that material misstatements may result from improper manual journal entries within revenues. Our audit approach We describe the audit procedures responsive to the presumed risks of fraud in revenue recognition in the description of our audit approach for the key audit matter ‘Improper revenue recognition’. We considered available information and made enquiries of relevant executives, directors, internal audit function, legal 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 potentially materially impacting the view of the financial statements. Our audit response related to risks of non-compliance with laws and regulations We performed appropriate audit procedures regarding compliance with the provisions of those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. Furthermore, we assessed factors related to the risks of non-compliance with laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general industry experience, through discussions with the board of directors, reading minutes, inspection of internal audit and compliance reports and performing substantive tests of details of classes of transactions, account balances or disclosures. We also inspected lawyers’ letters and correspondence with regulatory authorities and remained alert to any indication of (suspected) non-compliance throughout the audit in particular related to international laws and regulations related to temporary employment. Finally, we obtained written representations that all known instances of non-compliance with laws and regulations have been disclosed to us. Our audit response related to going concern As disclosed in section ‘Going concern’ in the General notes to the financial statements, the financial statements have been prepared on a going concern basis. When preparing the financial statements, the board of directors made a specific assessment of the company’s ability to continue as a going concern and to continue its operations for the foreseeable future. We discussed and evaluated the specific assessment with the board of directors exercising professional judgment and maintaining professional skepticism. We considered whether the board of directors’ going concern assessment, based on our knowledge and understanding obtained through our audit of the financial statements or otherwise, contains all relevant events or conditions that may cast significant doubt on the company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, 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. Based on our procedures performed, we did not identify material uncertainties about going concern. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause a company to cease to continue as a going concern. Our key audit matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements. We have communicated the key audit matters to the supervisory board. The key audit matters are not a comprehensive reflection of all matters discussed. The key audit matter ‘Non-compliance with laws and other information Brunel International N.V. Annual Report 2024 203 regulations relating to temporary employment’ that was included in our last year’s auditor’s report, is not considered a key audit matter this year due to our reassessment of related risks of material misstatements in the financial statements. Improper revenue recognition Risk Revenue is one of the key indicators of the company’s performance and considered a main focus of the users of the financial statements. We refer to sections ‘Revenue from contracts with customers’ and ‘Rendering of services’ in the General notes to the consolidated financial statements for the material accounting policy information, types of contracts and services and other explanatory information related to revenue. The vast majority of the group’s revenue relates to contracting and secondment. This revenue is recognised simultaneously with providing the service. As mentioned in the section ‘Our audit response related to fraud risks’ above, we presumed that there are risks of fraud in revenue recognition, and we considered that material misstatements may result from improper manual journal entries within revenues. Given the main focus of users of the financial statements and the identified fraud risk, we consider improper revenue recognition a key audit matter. Our audit approach Our audit procedures included, amongst others, evaluating the appropriateness of the company’s revenue recognition accounting policies in accordance with IFRS 15 ‘Revenue from Contracts with Customers’, and whether the accounting policies have been applied consistently. We have obtained an understanding of the revenue recognition process within the contracting and secondment business and evaluated the company’s controls relevant to revenue recognition. Furthermore, we have performed the following substantive audit procedures: • Analytical procedures (e.g. margin analyses, job time - shop time). • A three-way-correlation between revenues, trade accounts receivable and cash to verify that sales transactions have occurred and are correctly measured. • Cut-off testing, specifically focused on shifting revenues from 2025 to 2024, which included testing revenue postings before balance sheet date and credit notes postings after balance sheet date. • Evaluation of top side entries (including those for the preparation of the reporting package) and manual journal entries entered into the ERP systems. • Inspection of sales contracts to verify accounting treatment in accordance with IFRS 15. • Evaluation of the adequacy of revenue related disclosures. Key observations We concur with the revenue recognised in the financial statements. Valuation of trade accounts receivables Risk As disclosed in note 8 of the Notes to the consolidated financial statements, at 31 December 2024, the Trade accounts receivables balance amounteds to EUR 287 million (2023: EUR 330 million) and represented 49% (2023: 54%) of the group’s total assets. In the section ‘Recoverability of receivables’ in the General notes to the consolidated financial statements, the company explains that it has receivables on third parties in various countries. The trade accounts receivables consist of balances that are billed and in the process of being billed to the group’s customers. As explained in note 8, the billed and unbilled portions have substantially the same risk characteristics. Significant judgment is required in determining the collectability of the trade accounts receivables. The group applies the IFRS 9 simplified approach to measure expected credit losses which uses a lifetime expected loss allowance for trade accounts receivables. We identified a higher risk of overstatement of the trade accounts receivables, specifically on balances which are overdue, and given the amounts involved, we consider this a key audit matter. Our audit approach Our audit procedures included, amongst others, evaluating the appropriateness of the company’s accounting policies related to expected credit losses in accordance with IFRS 9 ‘Financial Instruments’, and whether the accounting policies have been applied consistently. We have obtained understanding of the provisioning process of trade accounts receivables and evaluated the company’s controls relevant to the expected credit loss calculations for trade accounts receivables. Furthermore, we have performed the following substantive audit procedures: • Verification of existence of the trade accounts receivables, either by obtaining confirmations from customers, reconciliation to subsequent cash receipts, or reconciliation to underlying approved timesheets for unbilled portions. • Evaluation of the Expected Credit Loss model. • Evaluation of ageing analysis and write-offs of trade accounts receivables during the year. • Evaluation of reasonableness of the expected credit losses based on discussions with management, reviewing customer correspondence and payment behavior, specifically focusing on items which are past due. We also considered what balances were settled subsequent to year end. • Evaluation of the adequacy of trade accounts receivables related disclosures. Key observations We concur with the valuation of trade accounts receivable in the financial statements. other information Brunel International N.V. Annual Report 2024 204 Report on 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 of the Dutch Civil Code for the management report (excluding the sustainability statement) 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 board of directors is responsible for the preparation of the other information, including the management 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 board of directors 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 general meeting as auditor of Brunel International N.V. on 11 May 2023, as of the audit for the year 2023 and have operated as statutory auditor 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. European Single Electronic Reporting Format (ESEF) Brunel International N.V. has prepared the annual report in ESEF. The requirements for this are set out in the Delegated Regulation (EU) 2019/815 with regard to regulatory technical standards on the specification of a single electronic reporting format (hereinafter: the RTS on 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 Brunel International N.V., complies in all material respects with the RTS on ESEF. The board of directors is responsible for preparing the annual report, including the financial statements, in accordance with the RTS on ESEF, whereby board of directors 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 on ESEF. We performed our examination 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 examination included amongst others: • Obtaining an understanding of the company’s financial reporting process, including the preparation of the reporting package • Identifying and assessing the risks that the annual report does not comply in all material respects with the RTS on ESEF and designing and performing further assurance procedures responsive to those risks to provide a basis for our opinion, including: - Obtaining the reporting package and performing validations to determine whether the reporting other information Brunel International N.V. Annual Report 2024 205 package 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 on ESEF - Examining the information related to the consolidated financial statements in the reporting package to determine whether all required mark- ups have been applied and whether these are in accordance with the RTS on ESEF. Description of responsibilities regarding the financial statements Responsibilities of the board of directors and the supervisory board for the financial statements The board of directors is responsible for the preparation and fair presentation of the financial statements in accordance with EU-IFRSs and Part 9 of Book 2 of the Dutch Civil Code. Furthermore, the board of directors is responsible for such internal control as the board of directors 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 board of directors is responsible for assessing the company’s ability to continue as a going concern. Based on the financial reporting framework mentioned, the board of directors should prepare the financial statements using the going concern basis of accounting unless the board of directors either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so. The board of directors 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 misstatements, whether due to fraud or error 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 skepticism 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 further included among others: • 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 control 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 control. • Evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the board of directors. • Evaluating the overall presentation, structure and content of the financial statements, including the disclosures. • Evaluating whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. other information Brunel International N.V. Annual Report 2024 206 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. In this respect we also submit an additional report to the audit committee of the supervisory board 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 that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with the supervisory board, we determine the key audit matters: those matters that were of most significance in the audit of the financial statements. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, not communicating the matter is in the public interest. Utrecht, 21 February 2025 EY Accountants B.V. Signed by R.H.A. Duim other information Brunel International N.V. Annual Report 2024 207 To: the shareholders and the supervisory board of Brunel International N.V. Our conclusion We have performed a limited assurance engagement on the consolidated sustainability statement for 2024 of Brunel International N.V. based in Amsterdam, the Netherlands (hereinafter: the company) in section 3.2 Sustainability statement of the accompanying report from the board of directors including the information incorporated in the sustainability statement by reference (hereinafter: the sustainability statement). Based on our procedures performed and the evidence obtained, nothing has come to our attention that causes us to believe that the sustainability statement is not, in all material respects: • prepared in accordance with the European Sustainability Reporting Standards (ESRS) as adopted by the European Commission and compliant with the double materiality assessment process carried out by the company to identify the information reported pursuant to the ESRS; and • compliant with the reporting requirements provided for in Article 8 of Regulation (EU) 2020/852 (Taxonomy Regulation). Our conclusion has been formed on the basis of the matters outlined in this limited assurance report. Basis for our conclusion We have performed our limited assurance engagement on the sustainability statement in accordance with Dutch law, including Dutch Standard 3810N, “Assurance-opdrachten inzake duurzaamheidsverslaggeving” (Assurance engagements relating to sustainability reporting), which is a specified Dutch standard that is based on the International Standard on Assurance Engagements (ISAE) 3000 (Revised), “Assurance engagements other than audits or reviews of historical financial information”. Our assurance engagement was aimed to obtain a limited level of assurance that the sustainability statement is free from material misstatements. The procedures vary in nature and timing from, and are less in extent, than for a reasonable assurance engagement. Consequently, the level of assurance obtained in a limited assurance engagement is substantially lower than the assurance that would have been obtained had a reasonable assurance engagement been performed. Our responsibilities in this regard are further described in the section ‘Our responsibilities for the limited assurance engagement on the sustainability statement’ of our report. We are independent of Brunel International N.V. in accordance with 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. This includes that we do not perform any activities that could result in a conflict of interest with our independent assurance engagement and we are not involved in the preparation of the sustainability statement, as doing so may compromise our independence. Furthermore, we have complied with the Verordening gedrags- en beroepsregels accountants (VGBA, Dutch Code of Ethics for Professional Accountants). The ViO and VGBA are at least as demanding as the International code of ethics for professional accountants (including International independence standards) of the International Ethics Standards Board for Accountants (the IESBA Code) as relevant to limited assurance engagements on sustainability statements of public interest entities in the European Union. We believe that the assurance evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion. 7.3.3 Limited assurance report of the independent auditor on the sustainability statement Brunel International N.V. Annual Report 2024 208 Emphasis of matter The sustainability statement has been prepared in a context of new sustainability reporting standards, requiring entity-specific interpretations and addressing inherent measurement or evaluation uncertainties. In this context, we want to emphasize the following matters: Emphasis on the most significant uncertainties affecting the quantitative metrics and monetary amounts We draw attention to Section 3.2.5.1 Basis for preparation part D Significant ESG Estimates in the sustainability statement that identifies the quantitative metrics and monetary amounts that are subject to a high level of measurement uncertainty and discloses information about the sources of measurement uncertainty. The comparability of sustainability information between entities and over time may be affected by the lack of historical sustainability information in accordance with the ESRS and by the absence of a uniform practice on which to draw, to evaluate and measure this information. This allows for the application of different, but acceptable, measurement techniques, especially in the initial years. Emphasis on the double materiality assessment process We draw attention to 3.2.1.2 Materiality Assessment and Stakeholder Dialogue part E Assumptions and Limitations and section 3.2.1.4 Statement on Sustainability Due Diligence in the sustainability statement. This disclosure explains future improvements in the ongoing due diligence and double materiality assessment process, including robust engagement with affected stakeholders. Due diligence is an on-going practice that responds to and may trigger changes in the company’s strategy, business model, activities, business relationships, operating, sourcing and selling contexts. The double materiality assessment process requires the company to make key judgments and use thresholds and may also be impacted in time by sector- specific standards to be adopted. Therefore, the sustainability statement may not include every impact, risk and opportunity or additional entity- specific disclosure that each individual stakeholder (group) may consider important in its own particular assessment. Our conclusion is not modified in respect of these matters. Comparative information not assured Sustainability information for 2023 and prior years included in the sustainability statement, has not been part of this limited assurance engagement. Consequently, we do not provide any assurance on the comparative information and thereto related disclosures in the sustainability statement for 2023 and priors years. Our conclusion is not modified in respect of this matter. Limitation to the scope of our assurance engagement In reporting forward-looking information in accordance with the ESRS, the board of directors describes the underlying assumptions and methods of producing the information, as well as other factors that provide evidence that it reflects the actual plans or decisions made by the company (actions). Forward-looking information relates to events and actions that have not yet occurred and may never occur. The actual outcome is likely to be different since anticipated events frequently do not occur as expected. We do not provide assurance on the achievability of forward-looking information. Our conclusion is not modified in respect of this matter. Responsibilities of the board of directors and the supervisory board for the sustainability statement The board of directors is responsible for the preparation of the sustainability statement in accordance with the ESRS, including the double materiality assessment process carried out by the company as the basis for the sustainability statement and disclosure of material impacts, risks and opportunities in accordance with the ESRS. As part of the preparation of the sustainability statement, the board of directorsis responsible for compliance with the reporting requirements provided for in Article 8 of Regulation (EU) 2020/852 (Taxonomy Regulation). Furthermore, the board of directors is responsible for such internal control as it determines is necessary to enable the preparation of the sustainability statement that is free from material misstatement, whether due to fraud or error. The supervisory board is responsible for overseeing the sustainability reporting process including the double materiality assessment process carried out by the company. other information Brunel International N.V. Annual Report 2024 209 Our responsibilities for the limited assurance engagement on the sustainability statement Our responsibility is to plan and perform the limited assurance engagement in a manner that allows us to obtain sufficient and appropriate assurance evidence for our conclusion. We apply the applicable quality management requirements pursuant to the Nadere voorschriften kwaliteitsmanagement (NVKM, regulations for quality management) and the International Standard on Quality Management (ISQM) 1, and accordingly maintain a comprehensive system of quality management including documented policies and procedures regarding compliance with ethical requirements, professional standards and other relevant legal and regulatory requirements. Our limited assurance engagement included amongst others: • Performing inquiries and an analysis of the external environment and obtaining an understanding of relevant sustainability themes and issues, the characteristics of the company, its activities and the value chain and its key intangible resources in order to assess the double materiality assessment process carried out by the company as the basis for the sustainability statement and disclosure of all material sustainability-related impacts, risks and opportunities in accordance with the ESRS • Obtaining through inquiries a general understanding of the internal control environment, the company’s processes for gathering and reporting entity-related and value chain information, the information systems and the company’s risk assessment process relevant to the preparation of the sustainability statement and for identifying the company’s activities, determining eligible and aligned economic activities and prepare the disclosures provided for in Article 8 of Regulation (EU) 2020/852 (Taxonomy Regulation), without obtaining assurance information about the implementation or testing the operating effectiveness of controls • Assessing the double materiality assessment process carried out by the company and identifying and assessing areas of the sustainability statement, including the disclosures provided for in Article 8 of Regulation (EU) 2020/852 (Taxonomy Regulation), where misleading or unbalanced information or material misstatements, whether due to fraud or error, are likely to arise (‘selected disclosures’). Designing and performing further assurance procedures aimed at assessing that the sustainability statement is free from material misstatements responsive to this risk analysis. • Considering whether the description of the double materiality assessment process in the sustainability statement made by the board of directors appears consistent with the process carried out by the company • Performing analytical review procedures on quantitative information in the sustainability statement, including consideration of data and trends • Assessing whether the company’s methods for developing estimates are appropriate and have been consistently applied for selected disclosures. We considered data and trends, however our procedures did not include testing the data on which the estimates are based or separately developing our own estimates against which to evaluate the board directors’ estimates • Analyzing, on a limited sample basis, relevant internal and external documentation available to the company (including publicly available information or information from actors throughout its value chain) for selected disclosures • Reading the other information in the annual report to identify material inconsistencies, if any, with the sustainability statement • Considering whether the disclosures provided to address the reporting requirements provided for in Article 8 of Regulation (EU) 2020/852 (Taxonomy Regulation) for each of the environmental objectives, reconcile with the underlying records of the company and are consistent or coherent with the sustainability statement, appear reasonable, in particular whether the eligible economic activities meet the cumulative conditions to qualify as aligned and whether the technical screening criteria are met, and whether the key performance indicators disclosures have been defined and calculated in accordance with the Taxonomy reference framework, and comply with the reporting requirements provided for in Article 8 of Regulation (EU) 2020/852 (Taxonomy Regulation), other information Brunel International N.V. Annual Report 2024 210 including the format in which the activities are presented • Considering the overall presentation, structure and fundamental qualitative characteristics of information (relevance and faithful representation: complete, neutral and accurate) reported in the sustainability statement, including the reporting requirements provided for in Article 8 of Regulation (EU) 2020/852 (Taxonomy Regulation) • Considering, based on our limited assurance procedures and evaluation of the evidence obtained, whether the sustainability statement as a whole, is free from material misstatements and prepared in accordance with the ESRS. Communication We communicate with the supervisory board regarding, among other matters, the planned scope and timing of the assurance engagement and significant findings that we identify during our assurance engagement. Utrecht, 21 February 2025 EY Accountants B.V. Signed by R.H.A. Duim other information Brunel International N.V. Annual Report 2024 211 other information “Our knowledge of carbon capture and storage (CCS) combined with our capabilities in Workforce Solutions and Global Mobility Solutions won us the contract to support the front- end engineering design (FEED) phase of the largest CCS project in the Netherlands. The goal of this project is to establish a large-scale CO2 transport infrastructure and enable CO2 to be stored in depleted offshore gas fields. In this context, we recruited and mobilised a team of international specialists to support the client in achieving an optimal outcome for the final investment decision (FID). Several Brunel specialists are contributing their expertise in engineering, quality assurance, contract management, cost control and planning in this team.” Dave de Jong Key Account Manager Netherlands Brunel International N.V. Annual Report 2024 212 8 appendix 8.1. Alternative performance measures Reconciliation of non-IFRS financial measures Certain parts of this report contain financial measures that are not measures of financial performance under IFRS. These are commonly referred to as non-IFRS financial measures and are used by the company to monitor the underlying performance of its business and operations. These measures have not been audited and might not be indicative of the company’s historical operating results, nor are such measures meant to be predictive of the company’s future results. The main non-IFRS financial measures are: Organic growth The company discloses comparable (organic) growth of income statement line items (revenue, gross profit, operating costs, EBIT) as a supplemental non-IFRS financial measure, as the company believes that the presentation of organic growth is a meaningful measure for investors to evaluate the performance of the company’s business activities over time. The company determines organic growth by excluding the impact of currencies, acquisitions, disposals and by adjusting for working days. Underlying EBIT The company believes that the presentation of underlying EBIT, EBIT adjusted for acquisition related costs and other one-off costs provides useful information to investors on the development of the company’s business, and enhances the ability of investors to compare profitability across the years. The company believes that these measures make the underlying performance of its businesses more transparent by factoring out restructuring costs and other incidental charges which are not directly related to the operational performance of the company. Refer to the subsection definitions & abbreviations for the full list of non-IFRS financial measures used by the group. Brunel International N.V. Annual Report 2024 213 appendix Reconciliation of reported vs. organic - 2024 Reported FX Work. days Organic Reported Divest- ment Restated Reported Organic 2024 2024 2024 2024 2023 2023 2023 Δ% Δ% Revenue 1,364.8 3.1 -9.4 1,358.5 1,330.5 0.0 1,330.5 3% 2% Cost of Sales 1,101.7 2.6 -6.3 1,097.9 1,057.0 0.0 1,057.0 4% 4% Gross Profit 263.1 0.6 -3.0 260.6 273.6 0.0 273.6 -4% -5% Operating costs 204.5 0.1 0.0 204.7 211.6 0.0 211.6 -3% -3% Underlying EBIT 58.6 0.4 -3.0 55.9 62.0 0.0 62.0 -6% -10% Acquisition related costs 1.7 0.0 0.0 1.7 0.9 0.0 0.9 93% 93% One-off costs 4.7 0.0 0.0 4.7 4.8 0.0 4.8 -3% -3% EBIT 52.1 0.4 -3.0 49.5 56.3 0.0 56.3 -7% -12% Reconciliation of reported vs. organic - 2023 Reported FX Work. days Organic Reported Divestment Restated Reported Organic 2023 2023 2023 2023 2022 YTD 2022 Δ% Δ% Revenue 1,330.5 36.6 6.5 1,373.6 1,181.8 -18.2 1,163.6 13% 18% Cost of Sales 1,057.0 31.3 3.2 1,091.4 929.7 -15.5 914.2 14% 19% Gross Profit 273.6 5.3 3.4 282.2 252.1 -2.7 249.5 9% 13% Operating costs 211.6 3.5 0.0 215.1 191.2 -1.8 189.4 11% 14% Underlying EBIT 62.0 1.8 3.4 67.1 60.9 -0.8 60.0 2% 12% Acquisition related costs 0.9 0.0 0.0 0.9 0.0 0.0 0.0 One-off costs 4.8 0.0 0.0 4.8 0.0 0.0 0.0 EBIT 56.3 1.8 3.4 61.4 60.9 -0.8 60.0 -7% 2% Reconciliation of organic vs. reported revenue per reportable segment - 2024 Reported FX Work. days Organic Reported Divestment Restated Reported Organic 2024 2024 2024 2024 2023 2023 2023 Δ% Δ% DACH region 236.8 0.1 -0.9 235.9 249.3 0.0 249.3 -5% -5% The Netherlands 217.3 0.0 -1.1 216.2 213.2 0.0 213.2 2% 1% Australasia 228.6 0.8 -1.8 227.7 192.9 0.0 192.9 19% 18% Middle East & India 175.4 -0.4 -1.4 173.6 160.7 0.0 160.7 9% 8% Americas 191.2 2.1 -1.5 191.8 177.8 0.0 177.8 8% 8% Asia 169.4 2.7 -1.3 170.7 182.2 0.0 182.2 -7% -6% Rest of world 175.1 -1.8 -1.4 171.9 188.0 0.0 188.0 -7% -9% Eliminations -29.1 -0.3 0.0 -29.4 -33.7 0.0 -33.7 14% 13% Total 1,364.8 3.1 -9.4 1,358.5 1,330.5 0.0 1,330.5 3% 2% Brunel International N.V. Annual Report 2024 214 appendix Reconciliation of organic vs. reported revenue per reportable segment - 2023 Reported FX Work. days Organic Reported Divestment Restated Reported Organic 2023 2023 2023 2023 2022 2022 2022 Δ% Δ% DACH region 249.3 -0.3 2.0 251.0 229.2 0.0 229.2 9% 9% The Netherlands 213.2 0.0 0.8 214.0 190.3 0.0 190.3 12% 12% Australasia 192.9 12.6 0.8 206.3 161.9 0.0 161.9 19% 27% Middle East & India 160.7 6.0 0.7 167.4 143.3 0.0 143.3 12% 17% Americas 177.8 6.0 0.7 184.6 146.6 0.0 146.6 21% 26% Asia 182.2 9.7 0.8 192.7 161.1 0.0 161.1 13% 20% Rest of world 188.0 3.5 0.8 192.2 178.0 -18.2 159.8 6% 20% Eliminations -33.7 -1.0 0.0 -34.6 -28.5 0.0 -28.5 -18% -21% Total 1,330.5 36.6 6.5 1,373.6 1,181.8 -18.2 1,163.6 13% 18% Definitions and abbreviations Acquisition-related costs Costs that are directly triggered by the acquisition of a company, such as transaction costs, purchase accounting related costs and integration-related expenses. Organic growth Externally reported income statement line items (revenue, gross profit, operating expenses & EBIT) adjusted for the impact of changes in foreign currency (“FX”), excluding the impact of one-offs, acquisitions and disposals on revenues and adjusted for the number of working days. Brunel operates in an industry where for each additional working day compared to the previous period, additional revenue/gross profit can be generated. Therefore, the organic growth is a measure that best shows underlying/ comparable performance isolating the working day effect. Gross Profit (GP) Contribution margin, i.e. Revenue minus direct personnel expenses Gross Margin Gross profit as a percentage of Revenue Divestment The action or process of selling off subsidiary business interests or investments. Elimination Exclusion of intercompany revenue between group companies Underlying EBIT Refers to Brunel’s EBIT, excluding certain acquisition related costs, other one-off costs and/or exceptional items that may distort the true operational performance of the business. It provides a clearer picture of the company’s ongoing profitability by eliminating the impact of restructuring costs, integration and M&A costs related to acquisitions and other exceptional items. Underlying EBIT% Underlying EBIT as a percentage of revenue One-off costs Exceptional non-recurring items that distort the true operational performance of the business. It provides a clearer picture of the company’s ongoing profitability by eliminating the impact of restructuring costs, integration and M&A costs related to acquisitions and other exceptional items. EBIT Operating profit. EBIT% EBIT as a percentage of revenue Conversion ratio (EBIT/GP) A performance measure on how Brunel’s EBIT develops in relation to the Gross Profit. This makes the performance per region better comparable, taking out margin differences between regions. Brunel International N.V. Annual Report 2024 215 appendix Revenue growth organic The percentage of growth in revenue compared to the previous period, measured by excluding the impact of currencies, acquisitions, disposals and by adjusting for working days. Gross Profit growth organic The percentage of growth in contribution margin over the previous period, measured by excluding the impact of currencies, acquisitions, disposals and by adjusting for working days. Operating cost growth organic The percentage of growth in operating cost over the previous period, measured by excluding the impact of one- offs, currencies, acquisitions, disposals and by adjusting for working days. EBIT growth organic The percentage of growth in operating profit over the previous period, measured by excluding the impact of one-offs, currencies, acquisitions, disposals and by adjusting for working days. Net Cash/(debt) Net cash/(debt) is the sum of all cash and cash equivalent, restricted cash minus loans and borrowings excluding lease liabilities. Free cash flow Free cash flow is the sum of net cash from operating and investing activities, excluding the acquisition and disposal of subsidiaries and including repayment of lease liabilities. Direct employees Direct employees are employees whose time is billable to external clients. Indirect Indirect employees are employees whose time is not billable to external clients. Brunel International N.V. Annual Report 2024 216 8.2 Group financial record 2024 2023 2022 2021 2020 2019 2018 2017 2016 2015 2014 Profit Net revenue 1,364.8 1,330.5 1,181.8 899.7 892.6 1,041.1 914.6 790.1 884.9 1,228.9 1,386.6 Gross profit 263.1 273.6 252.1 210.6 191.4 209.4 208.9 182.7 187.1 230.0 249.0 Operating profit 52.1 56.3 60.9 47.7 28.8 17.4 34.1 17.9 26.8 56.1 74.7 Result before tax 44.3 50.1 47.5 46.9 28.5 16.4 32.4 14.6 24.2 56.7 75.4 Group result after tax 30.3 32.2 30.8 33.0 17.5 0.1 21.5 7.8 10.6 37.6 48.9 Net income 29.8 31.7 29.4 31.0 15.6 3.8 20.6 7.6 10.1 37.1 48.4 Cash flow (net profit + depreciations / impairment) 51.7 53.7 50.7 49.5 36.4 27.4 28.0 15.6 18.4 45.5 56.7 Depreciation and amortisation 21.9 22.0 21.3 18.5 20.8 23.6 7.4 8.0 8.3 8.4 7.8 Additions to tangible fixed assets 2.6 3.0 3.1 2.2 3.6 3.7 2.0 2.9 1.4 4.1 3.1 Workforce Average over the year 12,359 12,712 12,639 11,222 11,669 13,677 13,499 11,086 10,796 12,495 13,725 Balance sheet information Non-current assets 140.0 147.7 153.5 136.7 79.4 88.9 43.3 41.2 36.0 40.7 41.4 Working capital 276.8 297.2 255.4 226.7 228.4 225.3 246.4 232.5 259.7 310.4 290.8 Total equity 317.4 312.5 317.8 301.9 274.8 273.8 283.4 269.0 293.7 347.7 328.3 Balance sheet total 582.0 611.3 547.1 501.8 426.0 437.5 395.5 378.9 399.7 479.4 492.6 Ratios Change in revenue on previous year 2.6% 12.6% 31.4% 0.8% -14.3% 13.8% 15.8% -10.7% -28.0% -11.4% 8.0% Gross profit / net revenue 19.3% 20.6% 21.3% 23.4% 21.4% 20.1% 22.8% 23.1% 21.1% 18.7% 18.0% Operating profit / net revenue 3.8% 4.2% 5.2% 5.3% 3.2% 1.7% 3.7% 2.3% 3.0% 4.6% 5.4% Group result / net revenue 2.2% 2.4% 2.6% 3.7% 2.0% 0.0% 2.4% 1.0% 1.2% 3.1% 3.5% Total equity / total assets 54.5% 51.1% 58.1% 60.2% 64.5% 62.6% 71.7% 71.0% 73.5% 72.5% 66.5% Current assets / current liabilities 2.68 2.59 2.53 2.40 2.90 2.67 3.33 3.21 3.50 3.42 2.81 Shares (in EUR) Earnings per share 0.59 0.63 0.58 0.61 0.31 0.08 0.41 0.15 0.20 0.75 0.99 Shareholders’ equity per share 6.25 5.98 6.05 5.71 5.39 5.50 5.59 5.33 5.81 6.96 6.64 Dividend per share 0.55 0.55 0.55 0.45 0.30 - 0.25 0.15 0.40 1.50 0.70 Highest price 11.44 13.46 12.60 12.16 9.13 14.46 16.55 16.87 19.69 20.65 26.00 Lowest price 8.33 9.72 8.31 7.29 4.58 8.09 10.23 10.85 13.45 12.95 12.73 Closing price at 31 December 9.07 11.18 9.58 11.24 7.30 9.01 10.92 15.20 15.39 16.80 13.60 Brunel International N.V. Annual Report 2024 217 appendix “Taylor Hopkinson’s strategic collaboration with the Brunel China team has been instrumental in enabling us to help European Renewables clients establish and optimise their projects in the region. The China team has delivered full fabrication teams across multiple sites. Its comprehensive, on-the- ground service has proven highly successful, allowing us to secure our fourth consecutive tender with major offshore wind developers. This partnership underscores our commitment to delivering tailored, effective solutions that align with our clients’ ambitions in the global energy transition. Since TH and Brunel China teamed up, we have delivered over 200 inspectors and site personnel, generating over £40 million in revenue” Donna Ellcock Managing Director taylor hopkinson Brunel International N.V. Annual Report 2024 218 8.3 worldwide offices Our regions ❶ Americas (United States, Brazil, Canada, Guyana, Suriname) ❷ Asia (China, Japan, South Korea, Singapore, Vietnam, Malaysia, Indonesia, Taiwan, Thailand, Myanmar) ❸ Australasia (Australia, New Zealand, Papua New Guinea) ❹ DACH (Germany, Austria, Czech Republic, Switzerland) ❺ Europe and Africa (United Kingdom, Denmark, France, Italy, Norway, Belgium, Mozambique, Nigeria, the Netherlands, Poland, Albania, Greece, Israel, Romania, Kazakhstan, Spain, Sweden) ❻ Middle East and India (Kuwait, Iraq, Qatar, United Arab Emirates, India) ❼ The Netherlands ❽ Taylor Hopkinson (Scotland, Spain, United States, Taiwan, Singapore, Australia, Japan, South Korea) TH 1 1 7 4 5 5 5 5 6 6 2 TH TH TH 3 TH TH Brunel International N.V. Annual Report 2024 219 appendix TH 1 1 7 4 5 5 5 5 6 6 2 TH TH TH 3 TH Brunel International N.V. Headoffice: John M. Keyenesplein 33 1066 EP Amsterdam The Netherlands +31 20 3125 000 www.brunel.net - www.brunelinternational.net ❶ Americas BRAZIL Rio de Janeiro CANADA Calgary Toronto GUYANA Georgetown SURINAME Paramaribo UNITED STATES OF AMERICA Houston Salt Lake City ❷ Asia CHINA Dalian Hong Kong Nantong Qingdao Shanghai Shenzhen I Shenzhen II Tianjin Yantai Zhuhaii MALAYSIA Kuala Lumpur Sarawak INDONESIA Batam Jakarta JAPAN Tokyo MYANMAR Yangon SINGAPORE Singapore SOUTH KOREA Geoje-si TAIWAN Taipei THAILAND Chonburi VIETNAM Ho Chi Minh City ❸ Australasia AUSTRALIA Brisbane Melbourne Perth NEW ZEALAND New Plymouth PAPUA NEW GUINEA Port Moresby ❹ DACH-CZ AUSTRIA Salzburg Vienna CZECH REPUBLIC Prague GERMANY Headoffice: Bremen Aachen Augsburg Berlin Bielefeld Bochum Braunschweig Dortmund Dresden Düsseldorf Duisburg Erfurt Essen Frankfurt Hamburg Hannover Heilbronn Ingolstadt Karlsruhe Kassel Kiel Köln Leipzig Mannheim München Nürnberg Osnabrück Regensburg Reurlingen Rostock Saarbrücken Stuttgart Ulm Würzburg Wuppertal Brunel International N.V. Annual Report 2024 220 ❹ DACH-CZ BRUNEL CAR SYNERGIES GmbH Dortmund Hildesheim SWITZERLAND Zürich ❺ Europe and Africa ALBANIA Tirana BELGIUM Mechelen DENMARK Copenhagen FRANCE Paris GREECE Athens ISRAEL Tel Aviv ITALY Milan KAZAKHSTAN Atyrau MOZAMBIQUE Maputo NIGERIA Lagos NORWAY Stavanger ROMANIA Bucharest POLAND Plock SPAIN Madrid SWEDEN Stockholm UNITED KINGDOM Birmingham Manchester ❻ Middle East and India INDIA Bangalore Chennai Mumbai IRAQ Baghdad KUWAIT Kuwait City QATAR Doha UNITED ARAB EMIRATES Dubai ❼ The Netherlands THE NETHERLANDS Amsterdam Delft Eindhoven Enschede Groningen Utrecht Zwolle appendix Brunel International N.V. Annual Report 2024 221 ❽ Taylor Hopkinson HEADOFFICE UNITED KINGDOM Glasgow AUSTRALIA Melbourne JAPAN Tokyo SINGAPORE Singapore SOUTH KOREA Seoul SPAIN Valencia TAIWAN Taipei UNITED STATES OF AMERICA Boston ● ICE SINGAPORE Singapore ● ADVANCE CAREERS AUSTRALIA Melbourne Sydney ● EQUALS THE NETHERLANDS Amsterdam appendix 222 appendix Brunel International N.V. Annual Report 2024 Colophon Integrated reporting - research and analysis Kaikai Jing, Brunel International N.V. Communications Brunel International N.V. Nicole Kirleis and Alison Gauzin, Brunel International N.V. Photography Gregor Servais (Brunel management and Supervisory Board) and others Printing Drukkerij Perka Design Wim Bosboom - badd.nl 724500Y5L5UIEYCJCZ032024-12-31724500Y5L5UIEYCJCZ032023-12-31724500Y5L5UIEYCJCZ032024-01-012024-12-31724500Y5L5UIEYCJCZ032023-01-012023-12-31724500Y5L5UIEYCJCZ032022-12-31724500Y5L5UIEYCJCZ032022-12-31ifrs-full:IssuedCapitalMember724500Y5L5UIEYCJCZ032023-01-012023-12-31ifrs-full:IssuedCapitalMember724500Y5L5UIEYCJCZ032023-12-31ifrs-full:IssuedCapitalMember724500Y5L5UIEYCJCZ032022-12-31ifrs-full:SharePremiumMember724500Y5L5UIEYCJCZ032023-01-012023-12-31ifrs-full:SharePremiumMember724500Y5L5UIEYCJCZ032023-12-31ifrs-full:SharePremiumMember724500Y5L5UIEYCJCZ032022-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember724500Y5L5UIEYCJCZ032023-01-012023-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember724500Y5L5UIEYCJCZ032023-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember724500Y5L5UIEYCJCZ032022-12-31ifrs-full:ReserveOfSharebasedPaymentsMember724500Y5L5UIEYCJCZ032023-01-012023-12-31ifrs-full:ReserveOfSharebasedPaymentsMember724500Y5L5UIEYCJCZ032023-12-31ifrs-full:ReserveOfSharebasedPaymentsMember724500Y5L5UIEYCJCZ032022-12-31ifrs-full:RetainedEarningsExcludingProfitLossForReportingPeriodMember724500Y5L5UIEYCJCZ032023-01-012023-12-31ifrs-full:RetainedEarningsExcludingProfitLossForReportingPeriodMember724500Y5L5UIEYCJCZ032023-12-31ifrs-full:RetainedEarningsExcludingProfitLossForReportingPeriodMember724500Y5L5UIEYCJCZ032022-12-31ifrs-full:RetainedEarningsProfitLossForReportingPeriodMember724500Y5L5UIEYCJCZ032023-01-012023-12-31ifrs-full:RetainedEarningsProfitLossForReportingPeriodMember724500Y5L5UIEYCJCZ032023-12-31ifrs-full:RetainedEarningsProfitLossForReportingPeriodMember724500Y5L5UIEYCJCZ032022-12-31ifrs-full:EquityAttributableToOwnersOfParentMember724500Y5L5UIEYCJCZ032023-01-012023-12-31ifrs-full:EquityAttributableToOwnersOfParentMember724500Y5L5UIEYCJCZ032023-12-31ifrs-full:EquityAttributableToOwnersOfParentMember724500Y5L5UIEYCJCZ032022-12-31ifrs-full:NoncontrollingInterestsMember724500Y5L5UIEYCJCZ032023-01-012023-12-31ifrs-full:NoncontrollingInterestsMember724500Y5L5UIEYCJCZ032023-12-31ifrs-full:NoncontrollingInterestsMember724500Y5L5UIEYCJCZ032024-01-012024-12-31ifrs-full:IssuedCapitalMember724500Y5L5UIEYCJCZ032024-12-31ifrs-full:IssuedCapitalMember724500Y5L5UIEYCJCZ032024-01-012024-12-31ifrs-full:SharePremiumMember724500Y5L5UIEYCJCZ032024-12-31ifrs-full:SharePremiumMember724500Y5L5UIEYCJCZ032024-01-012024-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember724500Y5L5UIEYCJCZ032024-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember724500Y5L5UIEYCJCZ032024-01-012024-12-31ifrs-full:ReserveOfSharebasedPaymentsMember724500Y5L5UIEYCJCZ032024-12-31ifrs-full:ReserveOfSharebasedPaymentsMember724500Y5L5UIEYCJCZ032024-01-012024-12-31ifrs-full:RetainedEarningsExcludingProfitLossForReportingPeriodMember724500Y5L5UIEYCJCZ032024-12-31ifrs-full:RetainedEarningsExcludingProfitLossForReportingPeriodMember724500Y5L5UIEYCJCZ032024-01-012024-12-31ifrs-full:RetainedEarningsProfitLossForReportingPeriodMember724500Y5L5UIEYCJCZ032024-12-31ifrs-full:RetainedEarningsProfitLossForReportingPeriodMember724500Y5L5UIEYCJCZ032024-01-012024-12-31ifrs-full:EquityAttributableToOwnersOfParentMember724500Y5L5UIEYCJCZ032024-12-31ifrs-full:EquityAttributableToOwnersOfParentMember724500Y5L5UIEYCJCZ032024-01-012024-12-31ifrs-full:NoncontrollingInterestsMember724500Y5L5UIEYCJCZ032024-12-31ifrs-full:NoncontrollingInterestsMemberiso4217:EURiso4217:EURxbrli:shares