Report of the Supervisory Committee

Chairman's Statement

Vesteda showed strong results during the COVID-19 pandemic and continued this performance in 2022, when the impact of COVID-19 reduced significantly. The high-end segment of the market recovered strongly with the return of expats. The occupancy rate stayed at a very high level of 98.6%, net rental income increased with 4%, and loss of rent reduced to a historic low level of below 2%.

The invasion of Ukraine and the unexpected surge in inflation, which was mainly driven by the rise in energy prices, caused new turmoil on a worldwide scale. Today, the most pressing monetary policy task is to restore low and stable inflation, while minimising the cost to economic activity and preserving financial stability by, among other things, increasing interest rates.

These recent shocks to the world economy have also had an impact on the housing market and therefore on Vesteda. The increased mortgage interest rates have led to a downturn of house price developments, resulting in an indirect loss of €218 million. The rise in construction costs meant that the costs of maintenance and construction increased, putting pressure on the feasibility of new building projects and the maintenance of existing buildings. Throughout the year, the Supervisory Committee reflected with management on the feasibility of new acquisitions and the impact of macro-economic developments on running projects and operating results.

The tight rental housing market and the increase in the total cost of living led to continuous discussion on the affordability of housing. The Dutch government took new regulatory measures to restrict rent increases in the free market rental sector, such as caps on annual rent increases and legislation to change the WWS points system (the system for determining the rents of social homes) and the government is expected to introduce more legislation. The impact of new measures will require continuous monitoring and may impact the feasibility of future projects. In the first half of the year, Vesteda still signed several acquisition contracts, some of which were approved by the Supervisory Committee due to the investment threshold. Due to deteriorating market circumstances, various propositions that would have been deemed viable in other times were dismissed.

The changed market circumstances also had an impact on Vesteda's participants. Many institutional investors were required to re-balance their portfolios over the course of the year. This also resulted in some participants redeeming part of their participation rights and the Fund distributing the entire Redemption Available Cash. Despite the current headwinds, the Supervisory Committee is of the opinion that Vesteda has a strong base and continues to offer a solid long-term investment for institutional investors due to Vesteda’s conservative funding structure, persistent shortages in the housing market and Vesteda’s proven track record of increasing rental income over a period of many years.

The Supervisory Committee is pleased with the fact that Vesteda was again awarded a five-star rating by GRESB and that management and participants have committed to achieving substantial sustainability targets over the coming years. Vesteda has been working towards a greener portfolio for several years now and the Supervisory Committee is of the opinion that these long-term goals should not be stalled by short-term events.

The composition of the Supervisory Committee remained unchanged in 2022. In the coming year, the Supervisory Committee will focus on filling two upcoming vacancies due to the expiration of the tenure of Ms. Van den Herik and Mr. Copier. The members of the Supervisory Committee were at all times able to operate independently and critically, towards each other, as well as towards the Management Board and the Management Team.

I would like to thank my fellow Supervisory Committee members for their dedication last year. On behalf of them, I conclude by thanking the company’s Management Board, Management Team and all other Vesteda employees.

Jaap Blokhuis, Chairman of the Supervisory Committee

Supervisory Committee

Focal points

The main task of the Supervisory Committee is to supervise the management carried out by the Manager and the general course of the fund's business, as described in more detail in the Governance section of this report.

Last year, the Supervisory Committee and its separate committees discussed a range of topics. The separate committees regularly convened and reported back on their activities to the full Supervisory Committee. The following topics will be set out in more detail below:

• Investing in a tightening market;

• Financial reporting;

• Incidents and fraud risk.

Meetings and attendance record

The Supervisory Committee comprises Mr. Jaap Blokhuis (Chairman), Mr. Hans Copier, Ms. Seada van den Herik, Mr. Theo Eysink and Ms. Eva Klein Schiphorst, all of whom are deemed independent in the sense described in the Supervisory Committee's by-laws.

In 2022, the Supervisory Committee met ten times, either in person or via Teams meetings. The Management Board and (members of) the Management Team attended most of these meetings. Two of these meetings were dedicated to specific topics, including Vesteda’s Business Plan and approval of an investment proposal. Also, the Supervisory Committee always met in the absence of the Management Board ahead of regular scheduled meetings.

Below you will find an overview of the attendance record per member of the Supervisory Committee

Overview of attendance record Supervisory Committee

Attendance is expressed as the number of meetings (including Teams meetings) attended out of the number of meetings the members were eligible to attend. In the event of absence, the members discussed the topics in advance and provided powers of attorney.

The activities of the Supervisory Committee and its separate committees in 2022 are summarised in the following schedule:

Supervisory Committee activities 2022 (including committees)

You will find additional information on the role and functioning of the Supervisory Committee and its committees in the Governance section of this report.

Investing in a tightening market

Unfortunately, 2022 did not turn out to provide the worldwide relief all were hoping for. While the COVID-19 pandemic had slowed down significantly at the beginning of the year, the invasion of Ukraine prompted an unexpected surge in energy prices, which in turn formed the main drivers for a surge in inflation and as a result a strong rise in interest rates. For the real estate market, this meant that developers were not committing to pre-defined pricing, prompting Vesteda to cancel certain letters of intent. With respect to committed projects, Vesteda's contractual parties also raised inflation concerns. The Supervisory Committee discussed the market dynamics regularly with management, as well as the (potential) impact on Vesteda's funding and projects.

The surge in inflation also put additional focus on the total cost of living. As more and more low-income and middle-income families struggled to pay their (energy) bills, the ongoing discussion on affordable housing became even more prominent and urgent. The Supervisory Committee discussed the impact of further regulation on a national and municipal level for Vesteda and Vesteda's rental income throughout the year.

Despite the market circumstances, Vesteda managed to lock in several projects that were a good fit with Vesteda’s investment strategy and in which the regulated mid-rental segment was well represented. The Supervisory Committee approved several investment proposals, such as Loos in The Hague, New Brooklyn in Almere, Podium in Amersfoort and De Kuil in Rotterdam. The Supervisory Committee was also able to give its views on several envisaged acquisitions at a relatively early stage of the acquisition process and on a reduced investment pace when markets started to turn.

Financial reporting

In early 2022, the Supervisory Committee discussed the preliminary results for 2021 and audit matters with the external auditor (Deloitte). The committee discussed the 2021 financial statements and the 2021 annual report in the presence of Deloitte's lead partner. The Committee also discussed the audit process for the valuation of Vesteda's portfolio extensively with Deloitte.

The Supervisory Committee discussed the fund’s performance versus budget on a quarterly basis. In doing so, the Supervisory Committee devoted special attention to the impact of the invasion of Ukraine and the valuation approach of external appraisers.

The first three quarters of the year were promising and Vesteda's direct and indirect results were initially not significantly affected by the economic turmoil in the world. Rental income was above budget and vacancy rates were low. In Q4, the valuation of Vesteda's portfolio took a significant hit due to market circumstances. However, the Supervisory Committee has full confidence in Vesteda, as management has worked on a resilient and flexible organisation with a strong focus on income generation in recent years. This will form a solid foundation for the years to come.

The Supervisory Committee took note of Vesteda's MSCI score over 2021, which outperformed the benchmark. The Supervisory Committee and management discussed the breakdown of the results and lessons learned with respect to outperforming and underperforming assets.

Incidents and fraud risk

No company can state that it is clear of fraud and Vesteda is no different in this respect. During the year, the Supervisory Committee was informed of several cases in which Vesteda was the subject of fraud and/or unethical behaviour, either by its own employees or third parties. None of these cases had a material effect on the Vesteda’s financial position. While the occurrence of such incidents is highly unfortunate and undesirable, the Supervisory Committee supports a culture in which such incidents can be discussed openly, and employees feel comfortable reporting them. Subsequently, the Supervisory Committee discussed an integrity report from the Internal Auditor and Compliance Officer, which included an assessment (based on a report by the Association of Institutional Property Investors in the Netherlands^[1]) of Vesteda's business operations and possible areas that may be vulnerable to irregularities and fraud. The Supervisory Committee also discussed the risk mitigation measures that were taken as a result of specific incidents and measures that will be taken in response to the integrity report. As of the year under review, the Compliance Officer reports half-yearly to the Supervisory Committee directly, instead of only to the Nomination and Remuneration Committee. The Supervisory Committee will monitor this topic in the current financial year.

Organisation

The composition of both the Supervisory Committee and the Management Board remained unchanged in 2022. In March, the Supervisory Committee approved the remuneration for the new HR Director, who started in May, in accordance with the Remuneration Policy.

One of the Supervisory Committee’s recurring tasks is determining the bonuses of the Management Board and the Management Team and setting targets for the year ahead. In terms of the 2021 bonuses, the Supervisory Committee focused on ensuring balanced remuneration for all relevant positions eligible for the bonus schemes. With regards to the 2022 targets, the Supervisory Committee decided to maintain the structure of 2021. This is strongly linked to Vesteda’s broad set of KPIs as set out in the Business Plan and gives the Supervisory Committee discretion in assessing qualitative targets. The Supervisory Committee determined the individual variable bonus of the Management Board and the Management Team for 2021.

As Vesteda is committed to becoming a High Performance Organisation (HPO), it is important that the bi-annual HPO score increases over time. Management presented the latest outcome to the Supervisory Committee. The overall score went up, which was more remarkable than usual given the fact that the survey was performed during the COVID lockdown. The Supervisory Committee will continue to monitor management's actions aimed at raising the score further.

In light of its ‘permanent education’, the Supervisory Committee members individually attended events on topics such as ESG/Taxonomy, Integrity & Culture, cyber security, innovation and governance. Jointly, the Supervisory Committee members attended Vesteda’s permanent education day. Subjects included: how to use data to achieve outperformance of the Fund and using proptech to achieve sustainability goals.

The Supervisory Committee shared the main conclusions of its self-assessment with the Management Board.

Miscellaneous

During the year, the Supervisory Committee addressed various other topics.

The Supervisory Committee took note of the outcome of the annual participants’ survey and was pleased with the overall score. In addition, it was presented with the outcome of a reputation survey that was held among Vesteda's stakeholders. With respect to sustainability, it became clear that Vesteda's achievements are not fully recognised by the outside world and Vesteda could communicate more about its projects aimed at improving the sustainability of its portfolio.

The Supervisory Committee approved the amendment of a facility provided by the European Investment Bank, enabling Vesteda to amend its interest from floating to fixed on this facility.

The outcome of a cyber security scan, performed by the external auditor, was discussed at Supervisory Committee level. The Digital & Innovation Manager presented the cyber security roadmap and security measures in place. The Audit Committee also reported periodically to the Supervisory Committee on cyber security discussions that took place at that level.

The Supervisory Committee took note of various divestment projects.

The members of the Supervisory Committee held meetings in the absence of management, including meetings with the Internal Audit Manager and the external auditor. On various occasions, individual members of the Supervisory Committee met with senior officers of Vesteda to gain information on ongoing matters.

The Management Board engaged the Supervisory Committee early on in setting out the strategy in the 2023-2027 Business Plan. Vesteda held a separate Business Plan meeting that involved the Management Board, the Supervisory Committee and others. The Supervisory Committee focused on, among other things, Vesteda's long term contribution to society, its sustainability programme and IRR targets. This resulted in the Supervisory Committee recommending the participants to approve the Business Plan.

The Supervisory Committee reviewed its own remuneration and, based on an external benchmark, proposed a balanced adjustment of same by introducing a committee fee. The Participants approved the proposal.

The Supervisory Committee started preparations for the search for new members, as the tenure of two members will end in December 2023 and February 2024 respectively. It will continue this process in 2023 and will involve the participants at a timely stage.

Audit Committee

The Audit Committee consists of Mr. Eysink (Chairman) and Mr. Copier. The Committee met six times in the year under review. Generally, the CFO, the CEO, the Internal Audit Manager, the Company Secretary and the external auditor also attended these meetings.

In line with its tasks, the Audit Committee discussed in detail the periodic financial statements and the 2021 annual financial statements and annual report. The Audit Committee discussed the audit process, key audit matters, preliminary and key audit findings and principal assumptions, judgements and valuations, and the external auditor reported its preliminary and final audit findings. The external auditor gave an extensive presentation on the audit process of the valuation of the investment properties and the properties under construction, in accordance with IFRS principles, which includes both qualitative and quantitative analyses. Outliers were discussed, as well as the positive impact of the cancellation of the landlord levy and the impact of periodically scheduled changes in appraisers. The external auditor considered the market value of the investment property at an aggregate portfolio level to be reasonable and informed the Audit Committee that there were no indications that the appraisers or the valuation reports did not comply with applicable valuation standards. In addition, the Audit Committee reviewed and discussed the annual report of the Fund's financing entity, Vesteda Finance B.V.

As part of the yearly audit process, the external auditor presented the Audit Committee with its findings related to ISAE 3402. The Audit Committee was pleased to learn that the external auditor had once again issued an unqualified opinion in this respect. The external auditor and the Audit Committee discussed the scope and materiality of the external audit plan.

The Audit Committee reviewed the fund’s financial reports on a quarterly basis. In doing so, the Audit Committee asked the Management Board to provide full insight into its financials by discussing these reports. The Audit Committee monitored valuations and management's prudent approach to valuation forecasts.

As part of its general duties, the Audit Committee approved the external auditor’s audit plan.

Each quarter, the Internal Audit Manager reported to the Audit Committee on their deliberations and findings regarding internal risk management and controls. In addition, the Internal Audit Manager presented various material internal audit investigations that took place in 2022, such as audits of the variable remuneration policy, the selling process of individual units, the letting process, a key worker pilot and a leniency policy for senior tenants. Furthermore, the Audit Committee approved an update of the Internal Audit Charter and the Internal Audit year plan. The Internal Audit function was subject to a review by IIA Nederland (Dutch Institute for Internal Auditors) and the Manager Internal Audit presented the positive outcome of the review. The Internal Audit Function conforms with International Standards for the Professional Practise of Internal Auditing.

The Chairman of the Audit Committee met and spoke with the external auditor on several occasions in the absence of the Management Board, to remain directly informed. The Chairman also met and spoke with the Internal Audit Manager. The Chairman updated the Audit Committee on the outcome of all such meetings.

During the year, the Audit Committee also monitored and discussed Vesteda’s debt funding strategy, as set out in more detail in the Funding section of this report, as well as the sustainability KPIs for relevant green financing agreements. In addition, the Audit Committee discussed and provided the Supervisory Committee with a positive recommendation on the amendment of an existing facility with the European Investment Bank and the taking out of a new facility with the European Investment Bank.

A subject that was discussed several times was cyber security. The Audit Committee was updated on security measures that were taken as part of Vesteda's cyber roadmap. In addition, the auditor presented the outcome of its cyber security assessment and the Audit Committee discussed follow-up actions.

Two topics that were discussed more extensively were sustainability and fraud risks. With respect to sustainability, the General Counsel gave an overview of existing and upcoming ESG reporting legislation. Regarding fraud risks, an assessment was presented based on controls mentioned in the IVBN's (Association of institutional property investors in the Netherlands) publication ‘Control of fraud risks in the institutional real estate industry’. The Audit Committee took note of control gaps, in response to some internal cases, and the measures to be taken.

The Audit Committee also discussed other topics within its purview, including risk management, an annual update on Vesteda’s tax framework by Vesteda’s tax advisor, PwC, and the report of the fund's depositary Intertrust. Management also reported on a technical supervision issue addressed by the Dutch Central Bank (DNB), which was resolved to the full satisfaction of the DNB.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee (NR Committee) consists of Ms. Van den Herik (Chairwoman) and Ms. Klein Schiphorst. The Committee met four times in the year under review. Generally, the CEO, the CFO, the HR Director and the Corporate Secretary also attended these meetings.

As part of its annually recurring tasks, the NR Committee discussed the outcome of the Management targets for 2021 and the targets for the Management Board and Management Team for 2022, in line with the target structure that was set up in 2019. The NR Committee monitored the progress towards meeting these targets throughout the year on a quarterly basis. It was decided to maintain the target structure for 2023, whereby participants’ satisfaction, tenant satisfaction and MSCI-score are important KPIs.

The NR Committee also discussed the outcome of the overall annual review of all employees. In addition, it discussed Vesteda’s talent pool and succession planning. The NR Committee was also presented with the outline of a revision of the overall remuneration policy, the main principles and proposed changes.

The NR Committee discussed the outcome of the bi-annual internal survey on HPO (High Performance Organisation). The NR Committee discussed attention points, further actions and projects, as well as the impact of hybrid working on the workforce and recommendations in this respect based on a third-party study. The NR Committee will continue to monitor progress on these fronts.

Each quarter, the NR Committee received reports from the Compliance Officer, focusing on integrity incidents, their potential impact on Vesteda's business and follow-up, compliance with regulatory requirements and other activities such as internal training and awareness. The NR Committee strongly supports an open company culture in which people discuss and learn from incidents.

The Committee discussed a report of the Internal Audit department on an assessment of the variable remuneration policy against the legal framework and certain recommendations will be taken up in an upcoming review of the company's remuneration policy.

The Sustainability Manager gave a presentation on Vesteda's adjusted sustainability KPIs and targets and the concrete steps (to be) taken to achieve the goals set. The Committee concluded that Vesteda is well on its way and is at the forefront in the Dutch institutional real estate sector in terms of sustainability.

As it did the previous year, the NR Committee conducted ten 360-degree feedback reviews on the CEO and the CFO by interviewing several employees in preparation for the year-end review meetings and as input to score them on qualitative targets.

The NR Committee reviewed the remuneration of the Supervisory Committee and, based on a benchmark by Korn Ferry, made several recommendations in this respect to the Supervisory Committee.

In 2022, no (re)appointments took place on Supervisory Committee or Management Board level. The NR Committee did already discuss the search process for two new Supervisory Committee members to replace two current Supervisory Committee members whose second tenure will expire at the end of 2023 and Q1 2024. It was decided that one external party will be engaged to support the NR Committee and Supervisory Committee in doing a full self-assessment, recalibrate the profiles of the vacant positions and the search for candidates in 2023.

Meeting of Participants

Vesteda convened two regular Participants’ Meetings in the year under review. These included the annual meeting in April, in which the financial statements and the annual report were discussed and adopted, and the execution of the Business Plan was evaluated. In the bi-annual meeting in December, the participants discussed and unanimously approved the 2023-2027 Business Plan.

In addition, participants attended the annual informal Participants’ Day in October, during which they visited projects in the Amsterdam Amstel area.

Amsterdam, 23 March 2023

Supervisory Committee

Jaap Blokhuis, Chairman
Hans Copier
Seada van den Herik
Theo Eysink
Eva Klein Schiphorst

• 1 IVBN publication: ‘Beheersing van frauderisico’s in de institutionele vastgoedsector’.