Report of the Supervisory Committee

It is my pleasure to present the Supervisory Committee Report for 2025, my first as Chair. Stepping into this role, I am grateful for the strong foundation laid by my predecessor, Jaap Blokhuis, whose dedication, steady leadership and commitment to Vesteda have been invaluable over the past years. I would like to express my sincere thanks for his significant contribution to the Supervisory Committee and to the organisation as a whole.

At the same time, 2025 marked the emergence of a significant challenge for the Fund. The unprecedented volume of indicated redemption requests ahead of the liquidity period places considerable pressure on the Fund’s liquidity profile and requires careful management of liquidity requirements within the context of the Fund’s long‑term value strategy. Addressing this challenge will be a defining priority for 2026.

In 2025, Vesteda continued to deliver a strong operational performance, building on the solid foundation established in previous years. With the liquidity review date approaching, the company prioritised financial stability and therefore adopted a cautious approach toward new investments. Consequently, no acquisitions were closed during the year. As a result, the focus shifted toward enhancing the existing portfolio through targeted sustainability upgrades and comprehensive renovations, underscoring Vesteda’s commitment to long‑term value creation and environmental responsibility.

Vesteda added more than 600 units to its portfolio from the existing pipeline. Continued high demand for rental homes resulted in a like-for-like rental growth of +5.5%. Financial stability was further reinforced through strategic individual unit sales and block transactions, which strengthened liquidity and supported ongoing portfolio optimisation.

Market dynamics, including a better-than-expected property valuation growth, and higher realised results further strengthened Vesteda’s financial position and contributed to a strong overall performance. These factors resulted in continued outperformance versus the MSCI three-year benchmark.

Vesteda made significant strategic progress. Significant effort was put into updating the liquidity mechanism of the Fund to increase the Fund's overall liquidity for Participants. In addition, Participants approved a collaboration with ABP through the launch of the Affordable Living Venture, reinforcing Vesteda’s commitment to social impact and sustainable housing.

The Supervisory Committee closely monitored the implementation of the Housing as a Force for Good strategy, which aims to deliver both financial performance and social impact. Vesteda made solid progress toward these objectives in 2025, including embedding social and environmental responsibility more deeply across the organisation and advancing initiatives to enhance community engagement. Vesteda also continued its digital transformation, focusing on improving efficiency and customer service.

Vesteda once again earned a five-star rating from GRESB. The company remains dedicated to continuing to improve sustainability by reducing energy consumption, cutting CO₂ emissions and material-related emissions, and enhancing the liveability of its portfolio.

Vesteda’s consistent focus on delivering a strong value proposition for all its stakeholders continues to bear results. Stakeholders remain engaged and satisfied with the company’s performance. The tenant satisfaction survey yielded a score of 7.3 (out of 10), enabling Vesteda to outperform the benchmark and maintain its best‑in‑class position.

Participants remain satisfied with Vesteda, reflected in an overall score of 4.13 (out of 5.0), with particular appreciation for financial performance and level of reporting. In 2025, Vesteda welcomed a number of new Participants, including Stichting Algemeen Pensioenfonds STAP, Pensioenkring C, and Stichting Pensioenfonds van De Nederlandsche Bank N.V.

However, as we move into 2026, Vesteda faces significant challenges stemming from the unprecedented volume of indicated redemption requests. The Supervisory Committee remains deeply committed to supporting the Management Board, maintaining a heightened focus on navigating the risks and complexities of the upcoming liquidity period, and ensuring the Fund’s stability during this demanding time. Despite these challenges, Vesteda will continue to prioritise creating a positive impact for all stakeholders.

Paul Meulenberg, Chairman of the 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 Supervisory Committee 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 below in more detail:

• Implementation of Housing as a Force for Good strategy;

• Updated Liquidity Mechanism;

• Affordable Living Venture.

Meetings and attendance record

At year-end 2025, the Supervisory Committee consisted of Paul Meulenberg (Chair), Theo Eysink, Eva Klein Schiphorst, Ditri Zandstra and Taco de Groot. In the course of the year, Jaap Blokhuis stepped down after completing his second term on 11 September 2025. All members are considered independent in accordance with the Supervisory Committee’s by-laws.

The Supervisory Committee met ten times in 2025, 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.

Attendance overview

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 2025 are summarised in the following schedule:

Supervisory Committee activities in 2025 (including separate committees)

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

Implementation of Housing as a Force for Good strategy

In 2024, Vesteda adopted the Housing as a Force for Good (HFG) strategy, a vision-driven approach rooted in the belief that housing can be a positive force in society. It is guided by a mission to combine strong financial performance with social and environmental impact.

The Supervisory Committee closely monitored the implementation of this strategy throughout the year. Vesteda’s social ambitions were further demonstrated through pilots with the House of Active Citizenship and the launch of a new community app designed to enhance liveability and tenant engagement. Vesteda introduced a new methodology for residential complex analysis, offering fresh perspectives and generating actionable strategies. Vesteda also strengthened a number of partnerships, including a three-year extension of the collaboration with Vogelbescherming, which featured initiatives like neighbourhood safaris to promote biodiversity.

The Supervisory Committee also noted Vesteda’s efforts to accelerate its digital transformation. Over the past year, Vesteda developed a comprehensive data and AI strategy, and introduced new digital tools to enhance efficiency and improve customer service. Employees even welcomed a new ‘colleague’: Viktor, an AI-driven chatbot that answers tenant questions and automates customer service summaries, enabling faster and more effective support.

Updated Liquidity Mechanism

Ongoing liquidity has remained a key concern, particularly in light of participants’ requests to modernise the Liquidity Mechanism as set out in the Terms and Conditions. The discussion, which commenced during the Informal Participants’ Day in Rotterdam in October of the previous year, focused on mitigating the iceberg risk associated with the Liquidity Review Date and on achieving a smoother and more predictable liquidity process. In developing potential improvements, feedback from participants was incorporated alongside best practices from the European and Dutch real estate markets and insights gained through peer consultations.

Over the past year, several draft proposals reflected a range of perspectives among participants. The final proposal introduced measures such as increasing the annual redemption available cash from €50 million to €150 million in line with the Fund’s growth, permitting (on a best-effort basis) the use of disposals within the Business Plan to meet redemption needs, and removing the tag-along option for secondary transactions. These steps were a substantial improvement to the existing system.

However, with participants now having indicated to redeem a significant part of their participations, it is clear that the iceberg risk has not been fully mitigated. Although the revised liquidity mechanism provides some increased flexibility, the recent volume of indicative redemption requests demonstrates that significant challenges remain, and that the mechanism may require further review to ensure the Fund’s long-term stability.

Affordable Living Venture

In 2025, Participants approved the launch of the Affordable Living Venture (ALV), a new fund initiative with the ABP pension fund as its sole beneficiary. The ALV will operate as a separate entity outside the Vesteda Residential Fund (VRF). ALV is designed to address the growing need for affordable housing in the Netherlands by investing in new-build residential properties and related developments. While distinct from the VRF, the ALV reflects Vesteda’s broader commitment to social impact and sustainable living.

During the establishment of the ALV, the Supervisory Committee engaged in a dialogue with Participants and ensured their interests were properly safeguarded. The venture was structured as a legally separate entity from VRF, eliminating any recourse risk. The Committee also reviewed and approved amendments to the VRF Terms & Conditions and a statutory change to Vesteda Investment Management B.V.’s articles of association, expanding the company’s objectives to include managing the ALV.

Looking ahead, the Supervisory Committee will continue to ensure that Participants’ interests remain fully protected throughout the implementation of the ALV.

Liquidity Period

The Supervisory Committee discussed the Liquidity Redemption Date at its October meeting. The discussion covered the process and strategic rationale, as well as the overall liquidity strategy, impact on the fund’s financial ratios, and the trade‑off between timely liquidity provision and value preservation. The discussion acknowledged the inherent uncertainty surrounding redemption dynamics and underlying drivers of potential redemption requests. The Committee also considered the broader organisational impact, operational capacity, and potential risks to the achievement of the organisation’s strategic objectives.

Finance and reporting

Throughout 2025, the Supervisory Committee reviewed Vesteda’s quarterly results, which consistently exceeded both the forecast and the Business Plan targets. This strong performance was driven by higher-than-expected market values and rental income, lower vacancy rates, and lower property expenses. In May 2025, S&P affirmed Vesteda’s A‑ credit rating with a stable outlook, followed by a reconfirmation in July, when S&P updated its assessment of Vesteda’s liquidity position. Subsequent to year‑end, the Supervisory Committee noted that S&P Global Ratings downgraded Vesteda’s long‑term credit rating from A‑ to BBB and placed it on Negative Watch, reflecting anticipated short‑term pressure on credit metrics related to the elevated level of indicated redemption requests. The Supervisory Committee discussed the rating action with Management and will continue to closely monitor the development and implementation of the liquidity measures and their potential implications for Vesteda’s financial profile.

The Committee also closely monitored the development of the MSCI benchmark for 2025. In discussions with management, attention was given to the underlying drivers of the outperformance, as well as insights gained into underperforming assets.

In addition, the Committee reviewed the external auditor’s report on 2024, which confirmed the accuracy of the financial statements and provided further insight into portfolio performance. A separate report on investment property was also taken into account.

Finally, the Committee approved the extension of the Revolving Facility Agreement and adopted an updated version of the Treasury Policy & Guidelines.

Organisation

One of the Supervisory Committee’s recurring tasks is to determine the bonuses of the Management Board and the Management Team and set targets for the year ahead.

The Supervisory Committee reviewed the evaluation of the 2024 targets conducted by the Nomination and Remuneration Committee and accepted its recommendation to award bonuses based on the realisation of the targets. The Committee also found that there were no special circumstances that would necessitate the application of the malus clause. Furthermore, the Supervisory Committee ratified an adjustment of the remuneration of the Management Board to account for inflation.

In defining the 2025 targets, the Supervisory Committee sought to establish a well-balanced framework for remuneration across all relevant positions. This framework encompassed a combination of short-term and long-term objectives, integrating both quantitative performance indicators and qualitative measures to ensure alignment with Vesteda’s strategic priorities.

In November 2025, the Supervisory Committee approved adjustments to Vesteda’s organisational structure to better align the company with its strategic ambitions and future challenges, including a rearrangement of responsibilities between the CEO and CFO.

Real estate transactions

The Committee approved the redevelopment of the Klokkenhof complex in Amsterdam and was informed of the sale of the Horst in Huis ter Heide. It also reviewed assessments of past acquisitions to identify lessons learned and strengthen future decision-making.

Supervisory Committee

At the end of 2025, the Participants appointed a new Supervisory Committee member, Taco de Groot, whose professional background and perspective are expected to further strengthen the Committee’s oversight and strategic guidance. In addition, through an external trainee programme, trainee Renate Schreiber gained exposure to Supervisory Committee activities, supporting the development of future supervisory talent and diversity.

The Committee conducted a review of the remuneration framework for Supervisory Committee members. This assessment showed that current remuneration levels remain below the median of the financial‑sector benchmark, while still aligned with the organisation’s internal standards. Based on these findings, the Committee decided not to propose any changes to the total remuneration package.

Additionally, as part of its ongoing governance cycle, the Committee also carried out its self‑assessments to reflect on its functioning and to further strengthen cooperation among its members. Throughout the year, the members of the Supervisory Committee were at all times able to operate independently and critically, both towards each other, as well as towards the Management Board and the Management Team.

Miscellaneous

The Committee received briefings from the Management Board and senior executives on an analysis of the definition of impact, key developments in risk management, cybersecurity, and a review of the first 100 days of the new COO. These discussions provided valuable insights into strategic priorities and operational improvements, reinforcing the Committee’s commitment to strong governance, effective oversight, and long-term value creation.

Audit Committee

Until 6 December 2025, the Audit Committee consisted of Theo Eysink (Chair) and Eva Klein Schiphorst. As of that date, the composition changed to Theo Eysink (Chair) and Taco de Groot. The Committee met six times in the year under review. Generally, the CEO, CFO, 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 2024 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 2024. 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 performed in 2025, such as a review of the complaints handling process, the Compliance function, the implementation of the Digital Operational Resilience Act (DORA) and the divestments 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. In addition, 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 received an update on developments in Vesteda’s core residential portfolio and on the sustainability impact methodology, including recent enhancements and the alignment of our approach to measuring sustainability alongside financial performance. The Audit Committee also reviewed the status of CSRD and DORA implementation and devoted specific attention to recent court rulings in light of rental increases, which could have a material financial impact on existing contracts and future revenues.

The Audit Committee also discussed other topics that are part of its remit, including risk management. Strategic risks and control measures were reviewed during quarterly risk updates.

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

• Treasury Guidelines 2026;

• Treasury Policy Extension of Syndicated RFA to 2030;

• Issuance of €300 million Bridge Facility.

The Audit Committee reviewed the fund’s quarterly financial reports and focused on key topics such as valuations, divestments and loan financing. It requested comprehensive insight from the Management Board into the fund’s financial performance, underlying assumptions and any notable variances or risks. This approach strengthened accountability and enhanced financial governance.

The Audit Committee conducted a self-assessment of its performance and effectiveness. The results were positive, confirming that the Audit Committee operates in line with its mandate and governance standards. The Committee identified several recommendations and these will be implemented to further strengthen its role and enable it to fulfil its responsibilities in a broader context.

Nomination and Remuneration Committee

Until 6 December 2025, the Nomination and Remuneration Committee consisted of Ditri Zandstra (Chair) and Paul Meulenberg. From that date, the composition changed to Ditri Zandstra (Chair) and Eva Klein Schiphorst. In 2025, the Committee met six times, with the CEO, CFO and HR Director generally attending.

The Committee fulfilled its recurring responsibilities, including the evaluation of the Management Board’s performance in 2024, the weighting of the 2024 targets, and the discussion of targets for 2025 for both the Management Board and the Management Team. It also received updates on Vesteda’s remuneration policy and performance cycle, monitored progress on the High-Performance Organisation programme, and reviewed the change process linked to the HFG strategy.

Key topics last year included the appointment of a new Supervisory Committee member, Mr. Taco de Groot, and the introduction of a Supervisory Committee internship to support future governance talent. The Committee also reviewd proposed organisational adjustments, the benchmark for Supervisory Committee remuneration, the report of our internal and external confidential counsellor, and received updates on Vesteda’s diversity, inclusion and equality policy.

Compliance remained a standing agenda item, covering integrity incidents, follow-up actions and regulatory compliance. The Committee maintained regular contact with the Works Council through management updates and direct meetings, providing valuable input for its discussions.

In addition, the Committee focused on employee well-being and development, skills growth and how to anticipate increasing demands, Vesteda’s strategy and the impact of AI. At the start of the year, it conducted a talent deep dive, reviewing executive positions, profiles, succession planning and overall talent management.

Finally, the Committee performed a self-assessment of its performance and effectiveness. TThe outcome was positive and confirmed alignment with its mandate and governance standards, while identifying recommendations to further strengthen its role.

Amsterdam, 24 March 2026

Supervisory Committee

Paul Meulenberg, Chairman
Eva Klein Schiphorst
Ditri Zandstra
Taco de Groot
Theo Eysink