Fugro N : Main elements Management Services Agreement with Mrs B.P.E. Geelen

Main elements Management Services Agreement Barbara Geelen

Geelen will provide her services on the basis of a Management Services Agreement, which is similar to the Management Services Agreement that is applicable for other members of the Board of Management. Remuneration is based on the remuneration policy as adopted by the annual general shareholders meeting (AGM) on 30 April 2020. This policy is published on Fugro's corporate website (www.fugro.com/about-fugro/corporate-governance/remuneration) and also included in Fugro's annual report 2020.

Duration

The Management Services Agreement is for a period of (almost) four years, as of 1 May 2021 and shall expire at the end of the AGM to be held in 2025. If Geelen is re-appointed by the AGM in 2025, the Agreement shall be extended for the term of the re-appointment. Each party may at all times terminate the agreement by giving written notice to the other party before the end of a calendar month, subject to a three months' notice period for both parties.

Fixed annual compensation

The fixed annual compensation (including holiday allowance) amounts to EUR 500,000 gross per year and may be adjusted from time to time in line with the remuneration policy.

Annual bonus (Short-Term Incentive)

Geelen is eligible to an annual bonus in accordance with the conditions as prescribed by Fugro's remuneration policy. The amount of the annual bonus will be determined by the Supervisory Board in accordance with the remuneration policy.

Conditional performance shares and conditional performance options (Long-Term Incentive) Geelen is eligible to participate in Fugro's long-termincentive plan in accordance with the conditions as prescribed by this scheme and Fugro's remuneration policy. The number of conditional performance shares to be granted will be determined by the Supervisory Board in accordance with the remuneration policy. For the performance period 2021-2023,the number of conditional performance shares has been set at 56,250, with vesting in 2024 based on predetermined criteria and adjusted for the number of months of the performance period that Geelen has provided her services.

Ultimum remedium and claw back clauses

In accordance with the remuneration policy, the management services agreement contains an ultimum remedium clause and a claw back clause.

Pension, sickness, disability and death

For the part of salary up till EUR 112,189 (or as will be adjusted from time to time) Geelen shall be included in Fugro's (collective) pension scheme. The payment of the premium shall be on Fugro's account. For the part of salary from EUR 112,189 until EUR 450,000, Geelen will receive an age

dependent pension contribution paid out as gross salary in line with the arrangement that is applicable to other members of the Board of Management.

The arrangements with respect to sickness, disability and death are in line with those for the other members of the Board of Management.

Fringe benefits

The fringe benefits are commensurate with the position held and include a company car.

Severance compensation

Severance compensation in case of non-renewal of the appointment or termination of the agreement by Fugro other than for an urgent cause and/or reasons which are exclusively or mainly found in imputable acts or omissions on the side of Geelen, is limited to one time her fixed annual compensation. The same applies in case the agreement is terminated by Geelen if such termination is justified by such change of circumstances that she cannot reasonably be expected to continue the performance of her services as a statutory director of Fugro (for example a change of control).

Other conditions

The usual conditions regarding confidentiality, non-competition and non-solicitation are applicable.

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