Report of the Supervisory Committee

Chairman's Statement

In 2024, Vesteda's operational performance remained strong and continued to improve. Vesteda maintained a focused and restrained investment strategy and continued to invest in its existing portfolio, improving the sustainability of buildings via upgrades or full renovations. The company preserved financial stability, while optimising returns through individual unit sales and block sales, which provided liquidity and enabled Vesteda to optimise its portfolio. The unexpected surge in property valuations further strengthened Vesteda’s financial position, enhancing the value of its portfolio and contributing to overall performance. This resulted in an outperformance of the MSCI three-year benchmark. Furthermore, Vesteda kept its S&P A- rating in July 2024. The aforementioned circumstances also had a positive impact on Vesteda’s performance leading to a direct result of EUR 237 million.

In April 2024, Gertjan van der Baan stepped down as CEO and member of the Management Board after ten years of leading the organisation. During his tenure, Vesteda solidified its position as a market leader in the mid-rental segment, strengthened its financial foundation, and increased the sustainability of its portfolio, earning a top ranking in the GRESB benchmark. The Supervisory Committee is grateful for the changes he made throughout his tenure, thanks to which he leaves behind an admirable legacy.

Upon nomination by the Supervisory Committee, the participants of Vesteda unanimously appointed Astrid Schlüter as the new CEO. The Supervisory Committee is of the opinion that she was the best candidate to navigate Vesteda through the current investment climate and effectively address both present and future challenges.

While Vesteda’s foundations remain strong, we are aware of the evolving societal and regulatory landscape. Shifts in public sentiment concerning housing availability, affordability, sustainability and social equity are becoming increasingly prominent. In response, the government has introduced various regulatory measures to address these pressing issues in the housing market. Vesteda recognises its responsibility to make a meaningful contribution to the resolution of these challenges and strives to use its capabilities to create a positive impact on the world around us. Under the leadership of our new CEO, a new strategy, Housing as a force for good, was developed, emphasising Vesteda’s commitment to having a positive impact on all its stakeholders. The Supervisory Committee fully supports this vision and is proud to see it embraced by Vesteda’s participants, who approved the 2025-2029 Business Plan in December, reflecting a shared commitment to making a meaningful difference.

The Supervisory Committee was pleased to see recognition for Vesteda’s dedication, leadership, and commitment to ESG principles and sustainability reaffirmed. In 2024, Vesteda was named Global Sector Leader Residential in the Global Real Estate Sustainability Benchmark (GRESB) for the second consecutive year. Vesteda remains committed to the continuous improvement of the sustainability of its portfolio and the Supervisory Committee will continue to make this a focal point of its supervision.

Vesteda’s steady focus on offering a solid value proposition for all its stakeholders continues to pay off. Stakeholders are seen to be engaged and satisfied with the company’s achievements. The tenant satisfaction survey resulted in a score of 7.3 (out of 10), outperforming both the benchmark and its own strong precedent of 7.2 in 2023. The participant satisfaction score remained at the same level as in 2023, with a score of 4.2 (out of 5). In general, participants are satisfied with the performance of Vesteda, especially regarding access to information and reporting. The liquidity mechanism remains an area of attention for the participants and has also been a topic in the meetings of the Supervisory Committee.

In 2024, Vesteda welcomed new investor Bedrijfstakpensioenfonds Mode Interieur Tapijt Textiel. Their choice for Vesteda underscores Vesteda’s long term investment strategy and demonstrates the ability to attract investors to the fund and generate liquidity for the participants, even during challenging market conditions. Furthermore, Stichting Pensioenfonds KPN and Stichting Pensioenfonds PostNL, previously represented by Stichting TKPI European Real Estate Fund, acquired direct participations in the fund through a restructuring transaction.

In early 2024, the Supervisory Committee welcomed a new member, Paul Meulenberg. The Supervisory Committee also approved an updated version of the Supervisory Committee Charter to align with current practices. In order to see where the cooperation among the Supervisory Committee members and between the Supervisory Committee and the Management Board could be improved, in the fourth quarter we conducted an extensive self-assessment and discussed the outcome with the Management Board. 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 hard work and dedication.

As we look ahead, the Supervisory Committee remains committed to supporting the Management Board in the continued development of the strategy set out in the 2025-2029 Business Plan. And we are confident that Vesteda’s position will remain strong throughout the upcoming year. Vesteda will maintain and increase its focus on having a positive impact that benefits all stakeholders. On behalf of all of us, 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 Corporate governance and Risk management sections 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 below in more detail:

• Investment strategy: limited investments and need for liquidity;

• Regulatory landscape;

• New strategy for 2025-2029: Housing as a force for good.

Meetings and attendance record

The Supervisory Committee consists of Jaap Blokhuis (Chairman), Theo Eysink, Eva Klein Schiphorst, Paul Meulenberg and Ditri Zandstra, all of whom are deemed independent in the sense described in the Supervisory Committee's by-laws.

In 2024, the Supervisory Committee met eight times, either in person or by means of a conference call. In addition, the Supervisory Committee met for their annual permanent education day and to conduct their self assessment. The Management Board and (members of) the Management Team attended most of these meetings, except the self assessment. The Supervisory Committee met, without the Management Board, before regular scheduled meetings, during the self-assessment session and with the Works Council.

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 Microsoft 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 2024 are summarised in the following schedule:

Supervisory Committee activities in 2024 (including separate committees)

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

Investment strategy: limited investments and need for liquidity

In 2024, Vesteda continued to employ a cautious investment strategy, with a strategic focus on unit sales and block sales aimed at long term value creation. Following this strategy, only one significant acquisition was approved by the Supervisory Committee in 2024, this being an expansion of project Zuiderhof in Rotterdam. In August 2024, the participants approved an acceleration of the disposal programme. This programme involves a continuous reassessment of the portfolio, emphasising long-term KPIs, strategic fit, financial performance, and ESG criteria to determine whether assets remain desirable or eligible for unit sales or a block sale. As part of this effort, the unit sale allocation was increased compared to the original Business Plan. One notable block sale was the sale of Twentec in Enschede, which the Supervisory Committee approved. The proceeds from these unit sales and block sales were reinvested in funding the committed pipeline.

These strategic actions had a positive impact on Vesteda’s financials. They strengthened the company’s financial position, resulting in a lower leverage and maintaining Vesteda’s S&P credit rating of A-. The successful execution of the unit and block sales programme had a positive impact on the company’s overall financial results and ensures that Vesteda had the flexibility to execute potential redemptions during liquidity events.

The Supervisory Committee acknowledges the increasing calls for the modernisation of Vesteda’s liquidity mechanism among participants and was present during the annual informal participants’ day when this topic was discussed. The upcoming liquidity review date in February 2026 and the need to effectively manage potential redemptions have underscored the importance of modernising the current mechanism.

In response, the management actively investigated a new liquidity mechanism that aligns with market practices and benefits all stakeholders. Such a mechanism not only strengthens continuity, transparency, alignment, and stability within the fund, but also increases Vesteda’s appeal to prospective investors. The Supervisory Committee was given the opportunity to provide input on the proposal as drafted by management and presented to the participants.

Regulatory Landscape

The anticipation of the Wet Betaalbare Huur (Affordable Rent Act) and the legal challenges surrounding rent increase clauses created significant uncertainty for investors in the Dutch housing market. Enacted on 1 July 2024, the Affordable Rent Act aims to address rising rental costs in the Netherlands, particularly for middle-income households. The Supervisory Committee has been involved in discussions on how to best implement this new law.

The Supervisory Committee took note of a thorough impact analysis of the effects of the Affordable Rent Act on the portfolio, as well as measures taken to best implement the Act. Due to Vesteda’s moderate rental policy, the rental prices were largely in line with the legislative proposal. This outcome highlights the strength of the company’s portfolio and operational strategies, and Vesteda’s adaptability and compliance underscore its resilience and preparedness for changes in housing policies, ensuring stability for both the company and its stakeholders.

In parallel, in 2023, various district courts ruled that specific rent increase clauses (CPI plus a maximum top-up percentage) were not deemed fair and therefore null and void. The Supervisory Committee took note of a study commissioned by IVBN estimating that the potential damages for institutional real estate investors could reach €6.4 billion, with another €87.5 billion in lost revenue projected through 2040. In Q4 2024, the Supreme Court provided clarity in its verdict, limiting the risk for Vesteda significantly. The Supervisory Committee views it as a fair and positive outcome, enabling Vesteda to compensate for cost increases that are above inflation and to keep its rents in line with the value development of the property. The clarity provided by the ruling of the Supreme Court has reduced legal uncertainty in the Dutch residential housing market. This will help create a healthy investment climate, which supports long-term growth and stability.

The increasingly strict regulatory landscape presents both challenges and opportunities for organisations. While the additional regulatory pressure can be burdensome in terms of time and financial resources, it also offers a chance to demonstrate commitment to compliance and best practices. The Supervisory Committee was informed about Vesteda’s compliance with the Digital Operational Resilience Directive (DORA). Moreover, The Supervisory Committee took note of Vesteda’s proactive approach to the Corporate Sustainability Reporting Directive (CSRD), which is partly incorporated on a voluntary basis. The Supervisory Committee is closely monitoring the implementation of these reporting requirements.

New strategy for 2025-2029: Housing as a force for good

Having a new CEO on board marks the beginning of a new chapter for Vesteda, focused on addressing the evolving challenges in the housing market. In recent years, we have seen a shift in public sentiment, particularly around housing availability and affordability, and growing demands for sustainability and social equity. Acknowledging the urgency and societal pressures on the housing market, the new leadership recognises Vesteda’s responsibility and potential to create positive impact. Deep dives with internal and external stakeholders resulted in the formulation of a new vision, Housing as a Force for Good.

This vision is driven by a desire to have a positive impact on the world and take the lead in doing so. The concept of impact investing in real estate can be interpreted in various ways, often focusing primarily on reducing operational emissions and constructing new homes. Vesteda aims to lead the industry in redefining impact investing in real estate by taking a more comprehensive approach, encouraging others to follow its example. This approach not only addresses environmental concerns but also emphasizes the importance of social and economic factors. By setting this example, Vesteda hopes to inspire others in the industry to follow suit. This approach will help create a balance between financial and societal performance, and attract investors interested in making an impact with their investments. In line with this vision, the Supervisory Committee was informed about and consulted on a potential strategic collaboration to further these goals.

The Supervisory Committee has been actively involved in shaping the new strategy, participating in sessions to achieve a shared understanding of the strategic vision and to formulate the next steps. The Supervisory Committee was given insight and the opportunity to provide input and challenge the Management Board on multiple occasions. This vision was formalised in a 100-day plan, which the CEO presented to the Supervisory Committee for feedback and alignment. The Supervisory Committee challenged management on the translation of the vision into action by putting emphasis on value creation, balancing financial and societal gains, and confidently formulating a clear message about having a positive impact on the world. The new strategy, incorporated in the 2025-2029 Business Plan, was ultimately approved by the participants.

Miscellaneous

Throughout the course of the year, the Supervisory Committee addressed various other topics.

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.

The Supervisory Committee reviewed the evaluation of the 2023 targets conducted by the Nomination and Remuneration Committee and accepted its recommendations. Due to the 2023 negative indirect result, driven by valuations, no bonuses were awarded. The Committee also found that there were no special circumstances that would necessitate the application of the malus clause. The Supervisory Committee did ratify a correction of the remuneration of the Management Board to adjust for inflation.

In terms of the 2024 targets, the Supervisory Committee focused on ensuring a balanced remuneration for all relevant positions.

The Supervisory Committee ratified the remuneration package of the CEO. Furthermore, following her transition from COO to CEO, Astrid Schlüter was classified as a ‘Good Leaver’ based on the remuneration policy and her performance during her tenure as COO. Moreover, the Supervisory Committee unanimously resolved, at the recommendation of the Nomination and Remuneration Committee and the endorsement of the CEO, to propose to the Participants to approve the renewal of Mr Vervoort’s tenure by two years. The Supervisory Committee also adopted a new remuneration policy for the Management Board. This policy aims to ensure a balanced and fair approach to addressing any future remuneration issues at the Management Board level.

The Supervisory Committee reviewed the results for 2023, which exceeded the forecast and Business Plan targets, driven by higher-than-expected rental income, lower vacancy rates, and lower property expenses. The Committee also took note of the external auditor's report on 2023, which confirmed the accuracy of the financial statements and provided insights into the performance of the portfolio. Furthermore, the Committee took note of a report by the external auditor on investment property.

Management provided the Supervisory Committee with quarterly updates throughout the year, which were closely monitored. In May 2024, S&P affirmed Vesteda’s credit rating at A- with a stable outlook. Later, in July 2024, S&P reconfirmed the rating and made a positive adjustment to its view on Vesteda's liquidity position.

The Committee approved the refinancing of the existing Revolving Facility Agreement of EUR 700 million under the conditions outlined in the refinancing proposal. Additionally, the Supervisory Committee endorsed the issuance of Green Bonds, supporting Vesteda’s commitment to sustainable investment practices.

In terms of performance metrics, the Committee closely monitored the development of the MSCI benchmark forecast for 2024. Discussions between the Committee and management focused on the breakdown of the results, identifying key factors that contributed to the outperformance, as well as lessons learned from underperforming assets.

The Supervisory Committee approved one investment proposal in 2024, this being the expansion of the Zuiderhof project in Rotterdam. The Supervisory Committee evaluated the investment proposal based on its financial viability, strategic alignment, climate risk assessment and market conditions, concluding that it is a promising investment and fits within the larger project. Furthermore, the Supervisory Committee discussed the possible redevelopment of the Surinameplein complex in Amsterdam and discussed the assessments of various past acquisitions and lessons learned.

The Supervisory Committee was briefed by the Management Board and senior executives on value creation. The key strategies outlined included active management through investments in quality and sustainable projects, internal management focusing on cost benchmarking, development management costs and digitalisation, as well as property sales and divestments.

The Management Board informed the Supervisory Committee about various compliance issues, inter alia, through the quarterly compliance update and measures taken. The Supervisory Committee expressed its appreciation for the transparency on this topic throughout the year.

In addition to its regular meetings, 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 Vesteda executives to gain information on current matters.

Considering its ‘permanent education’, the Supervisory Committee members separately attended courses on diverse topics. Jointly, the Supervisory Committee members attended the permanent education day organised by Vesteda, which included lectures on the threat of wars and its international impact, and the influence of macro-economics on real estate. Furthermore, the Supervisory Committee conducted a thorough self-assessment and shared its conclusions with the Management Board.

Audit Committee

The Audit Committee consists of Theo Eysink (Chairman) and Eva Klein Schiphorst, who succeeded Hans Copier in February 2024. The Committee met seven times in the year under review. Generally, the CFO, the CEO, the Internal Auditor and the external auditor (Deloitte) also attended these meetings.

In line with its tasks, the Audit Committee discussed in detail the periodic statements and the 2023 annual financial statements and annual report. The Audit Committee discussed the audit process, preliminary and key audit findings and principal assumptions, judgements and valuations, and the external auditor reported its preliminary and final audit findings. As part of the yearly audit process, the external auditor presented the Audit Committee with its findings regarding ISAE 3402. The Audit Committee was pleased to learn that the external auditor issued an unqualified statement in respect of 2023. The Audit Committee reviewed both the internal and external audit plan.

Each quarter, the Internal Auditor reported to the Audit Committee on their deliberations and findings regarding internal risk management and control. In addition, the Internal Auditor presented various material internal audit investigations that took place in 2024, such as a review of the process used for settling service charges, horizontal tax supervision, and an investigation into the tenant turnover process. The Audit Committee reviewed the conclusions and discussed follow-up actions with the Internal Auditor and management.

The Chairman of the Audit Committee met and spoke with the external auditor on several occasions in the absence of the Management Board, in order to remain directly informed. Further, regarding the company’s external auditor, the discussions during the Audit Committee meetings covered matters related to cybersecurity and the implementation of DORA. The Audit Committee devoted specific attention to the topic of value creation. Value creation is viewed in a broader perspective besides economic value, as societal value is assigned a weighting. The Audit Committee was provided with insights into how renovating existing assets adds value to the portfolio.

The Audit Committee also discussed other topics that were within its scope of attention, including risk management; strategic risks and control measures were reviewed during quarterly risk updates.

In the course of 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. In addition, the Audit Committee discussed and provided the Supervisory Committee with positive recommendations on the following funding subjects:

• Treasury Guidelines 2025

• Issuance of Green Bonds

The Audit Committee reviewed the fund’s financial reports on a quarterly basis and took special interest in various topics, including valuations, divestments, and the financing of loans. In doing so, the Audit Committee asked the Management Board to provide comprehensive and detailed insights into the fund's financial performance, underlying assumptions, and any notable variances or risks. The aim of this collaborative approach was to foster accountability and enhance the overall financial governance of the fund.

The Audit Committee conducted a self-assessment to evaluate its performance and effectiveness.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee (‘NR Committee’) consists of Ditri Zandstra (Chair) and Paul Meulenberg. The Committee met four times in the year under review. Generally, the CFO, the CEO and the HR Director also attended these meetings.

Last year saw significant changes at Management Board level. After a decade of leadership, Gertjan van der Baan stepped down as CEO, marking the end of a highly impactful tenure. Astrid Schlüter was subsequently appointed as Vesteda’s new CEO, bringing fresh vision and leadership to the organisation. The NR Committee closely monitored the recruitment of a suitable successor for the vacant COO position.

Frits Vervoort was reappointed as CFO for a period of two years. After assessing Frits Vervoort’s performance, the CFO profile and the composition of the Management Board as a whole, the Supervisory Committee resolved unanimously to propose the reappointment. This decision was made with the recommendation of the NR Committee and the endorsement of the CEO. The extraordinary meeting of Vesteda participants unanimously approved the reappointment.

The NR Committee subsequently reviewed and discussed adjustments to the remuneration of the Management Board, aligning with peers in the market and the overall company remuneration. Following an extensive benchmark survey comparing reference companies within the financial and real estate sector, the NR committee submitted a proposal to the Supervisory Committee for a balanced and fair remuneration package for the CEO.

As part of its annually recurring tasks, the NR Committee discussed the evaluation of the management performance for 2023 and the targets for the Management Board and Management Team for 2024, in line with the target structure that was set up in 2023.

The NR Committee devoted specific attention to several important topics throughout the year. It prioritised diversity and conducted an investigation into pay equity, which confirmed that the organisation has inclusive and equitable compensation practices in place. The Committee took note of internal audits of the variable remuneration to evaluate the alignment of performance-based pay with company objectives, as well as audits of recruitment and selection processes to maintain fairness and compliance. Additionally, efforts were directed toward a labour market campaign aimed at enhancing Vesteda’s ability to attract and retain talent in a competitive environment. Finally, the NR Committee focused on succession planning and talent reviews, identifying high potentials and potential risks in succession to secure the organisation’s long-term success.

Part of the standing agenda of the NR Committee meetings was a compliance update, focusing on reported integrity incidents and follow-up, and compliance with regulatory requirements. The CEO and HR Director periodically updated the NR Committee on their meetings with the Works Council and the NR Committee also met with the Works Council in person.

In October, the Nomination and Remuneration Committee conducted a self-assessment to evaluate its performance and effectiveness.

Amsterdam, 19 March 2025

Supervisory Committee

Jaap Blokhuis, Chairman
Theo Eysink
Paul Meulenberg
Eva Klein Schiphorst
Ditri Zandstra

Participants

Role

The participants are the beneficiaries of the fund and, as such, have a final say in material matters regarding the fund, as specified in the fund’s Terms and Conditions.

Meetings 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 2023 were discussed and adopted and the execution of the Business Plan was evaluated. In the bi-annual meeting in December, the participants discussed and approved the 2025-2029 Business Plan.

Furthermore, Vesteda convened two extraordinary Participants’ Meetings. After consulting with the Supervisory Committee, Vesteda proposed a number of amendments of the Terms & Conditions to the Participants to facilitate certain transactions in participation rights in the fund, which are mainly prompted by restructuring matters. During this extraordinary Participants’ Meeting, the participants gave their approval for the amendment of the Terms & Conditions.

In the second extraordinary Participants’ Meeting, participants approved a proposal to deviate from the Business Plan. This approval allowed for the expansion of the disposal programme in 2024 by up to an additional 130 units, valued at approximately €50 million.

In addition to these meetings, the participants also approved the appointment and remuneration package of the CEO and the reappointment and remuneration package of the CFO.

In September, participants attended the annual informal Participants’ Day. During this event, they were informed about various topics, including the differences between financial and societal returns, as well as liquidity provision mechanisms. Following the informative sessions, participants were given a property tour. The day concluded with an informal closing event, allowing attendees to network and reflect on the day’s activities.