Reggewonen B.V.
Annual Report 2024
Deloitte Accountants B.V.
For identification purposes only. Related to auditor's report dated 25 April 2025
Management Board Report
Foreword by the Management Board
Dear shareholders and other stakeholders,
We are pleased to report that Reggewonen B.V. has continued to improve its operational performance despite an increasing regulatory burden and a challenging macro-economic environment. 2024 marked a year of strong rental growth and high occupancy rates. Our like-for-like rental growth for our residential portfolio was strong. We are pleased to report capital appreciations in 2024 resulting in a net profit of € 62 3 million and a dividend pay-out of € 3 3 million to our shareholders. In 2024, we further improved our ESG performance for our portfolio.
The year 2024 was the warmest year on record surpassing the record year 2023. Global warming fuelled by human activities led to multiple extreme events like flash floods, heatwaves and wildfires, impacting many communities across the globe. We recognize the importance of environmental stewardship and we remain committed to preserve our environment by reducing CO2 emissions in scopes 1, 2 and 3 and to becoming Paris Proof by 2050 or earlier. In 2024 our commitment towards sustainability was rewarded by an improved performance in the Global Real Estate Sustainability Benchmark (GRESB). Reggewonen B.V. obtained the highest 5 star GRESB rating
At Reggewonen B.V. we are committed to creating long-term societal and shareholder value by providing high-quality homes in urban areas with strong residential demand. Our early-stage involvement with our associated network of developers and property managers enables us to apply rigorous selection criteria and implement high standards and design criteria. We aim to provide comfortable, healthy and energy-efficient housing by incorporating ambitious ESG standards, as well as shareholder return in real terms, and deliver stable and growing funds while generating long-term capital growth.
In 2024 we were witnessed with an increase in governmental regulation. The outgoing Dutch cabinet fast tracked legislation to regulate the rental market in an attempt to make rental houses more affordable. The Affordable Rent Act came into effect as of the first of July. Next to the existing regulated social rent sector this act introduced a new regulated mid-rent sector. Moreover, the system for determining the maximum rent levels was overhauled and modernised. The government also decided to maintain the real estate transfer tax at 10 4% for investors for at least another year. These measures have spurred many (small) private landlords to exit the rental market by selling to owner-occupiers causing extra shortage of rental homes. Our portfolio fortunately proves to be largely resistant to this new act due to exceptionally good energy labels and high fit-out standards. Consequently, the vast majority our rental units remain in the unregulated private rental sector.
In June 2024 the European Central Bank (ECB) reduced its interest rate for the first time since 2016. In order to boost spending and investments the ECB lowered interest rates in total 4 times from 4% to 3% and inflation subsequently neared the desired 2% target by the end of 2024. These cuts had already been anticipated by the market as of year-end 2023. Therefore long-term interest rates remained relatively stable in 2024 albeit higher than in the period before 2022. Our portfolio is conservatively financed with a low cost of debt and a conservative loan-to-value of 36.5% and an average duration of 4.5 years.
In our portfolio we witnessed higher valuations. While institutional buyers remained absent due to the imposed regulations, private individuals were active due to increased purchasing power and falling mortgage rates. In the Netherlands, twelve percent more houses were sold than in 2023 and house prices reached record highs.
Reggewonen B.V. operational results were very solid. Our net rental income grew by 6.0% to € 25.5 million due to rent indexations. Notwithstanding the inflationary pressure we controlled our operational expenses though disciplined cost management ending up with the same net rental income margin as
last year (81.9%). The operational performance is best represented by our EBITDA 1 which was € 21.7 million for 2024 (2023: € 20.0 million). Our net result was € 62.3 million compared to € 12.0 million in 2023 and was largely attributable to the revaluation of our total portfolio by € 66.9 million (€ 2.7 million in 2023).
All investment properties under construction are proceeding as planned and our project Naritaweg in the greater Amsterdam region was almost fully leased at the end of 2024 (planned completion is early 2025). Our overall tenant satisfaction continued to improve and we outperformed the benchmark. The 'quality of our houses' and the 'living environment' in particular, were ranked 'best in class'. Our handling of repair request improved significantly and tenants experienced less inconvenience during repair work.
The overall fundamentals for the residential real estate markets remain strong. Populations are expected to further grow in the next decades and the share of single-person households is on the rise. Supply continues to fall short of increasing demand because of the backlog in new build construction. Therefore, we are confident that we will see strong recurring income in the foreseeable future.
We would like to thank our shareholders for their confidence and of course our team at Reggewonen for their fantastic contribution and unrelenting commitment to delivering our objectives.
1 EBITDA consists of net rental income minus general expenses
About Reggewonen
Reggewonen is an entrepreneurial investor in mainly residential real estate in the Netherlands. Founded in 2012, Reggewonen has an extensive track record. We are a solid and professional real estate investor that is delivering long-term sustainable returns to our shareholders. We provide our shareholders access to (residential) real estate markets in economically strong regions in the Netherlands.
We have a well-diversified portfolio consisting of over 50 - residential - complexes.
When managing our portfolio we work closely together with our property manager in the Netherlands.
Mission
Our mission is to provide residents with high-quality and sustainable housing and, while doing so, make an important contribution to our society and generate an attractive long-term return for our shareholders.
Vision and strategy
The residential real estate market in the Netherlands is characterized by scarcity. By offering high-quality and sustainable rental housing in good locations we aim to meet the housing needs of our tenants in the mid-rental and unregulated rental sectors.
In the current market every home is relevant and we are therefore focused on growing our portfolio based on an uncomplicated growth philosophy where there is a healthy balance between the existing portfolio and new projects.
We select high-quality residential projects based on the relevant supply from our network and we are able to co-invest at an early stage in selected area developments and projects thanks to our strong local market knowledge and our unique long-term partnerships with developers and construction companies.
Our main goals relate to outperforming the benchmark for tenant and employee satisfaction and the GRESB benchmark for ESG, and realise solid financial returns. Deloitte
2024 at a glance
Property Value (in € million) Long-term liabilities (in € million)
The outstanding loans as per year end 2024 consist out of investment loans of € 269.2 million (2023: 274.3 million) and construction loans of € 34.2 million (2023: 15.9 million).
The weighted average interest rate on at year-end 2024 outstanding interest-bearing investment loans is 2.3% per annum (2023: 2.3%). These loans have an average duration of 4.5 year (2023: 5.5 year). The weighted average interest rate on at year-end 2024 outstanding interest-bearing construction loans is 5.9% per annum (2023: 5.9%). Construction loans have a maximum duration of 0.25 years.
In the past year, an amount of € 18.3 million was drawn down, this concerns the construction financing of RW Naritaweg Amsterdam B.V.
In addition, € 5.0 million has been repaid, this mainly concerns the regular repayments.
The interest rate risk is almost entirely hedged by concluding swaps or taking out fixed-interest loans. The market value of the swaps at the end of 2024 was € 7.4 million (2023: € 10.9 million).
1 As a % of the average value of shareholders' equity
2 As a % of the average capital contributed
3 Rental Return (gross) = gross rental income / average value of investment property in operation
4 Direct return (net) = net rental income / average value of investment property in operation
5 Indirect Return = revaluation result investment property in operation / average value of investment property in operation
6 Operational result adjusted by result investment property.
7 Concerns the weighted average interest rate on the outstanding interest bearing investment loans
Market development
Financial markets
In 2024 Eurozone inflation has stabilized at 2.7%. According to the ECB the disinflation process is well on track and is projected to return to the 2%-target in the course of 2025. During 2024 we have seen the first interest rate cuts with deposit rates declining from 4% to 3%. The ECB does however remain cautious in its loosening path as domestic inflation remains high in certain sectors due to wages and prices adjustments to past inflation surges. Overall these impacts on inflation are moderating in line with expectations. ING expects the ECB to continue lowering interest rates but states it is unlikely the pace of loosening will accelerate.
At the same time there are international geopolitical uncertainties such as import tariffs that could be introduced, especially by the United States. Lower ECB rates stimulate the European economy and could cover for (part of) the impact of these uncertainties on the Eurozone economy.
According to the ECB though the outlook for the European economy is that it is set to gradually recover in 2025. Wages are catching up and inflation has stabilized, leading to increased real wages and could lead to increased consumer spending. The easing of monetary policy will boost consumption and investments. The ECB therefore projects a growth of 1% for 2025 which will move up moderately in the following years.
Residential market
The Dutch housing market is solid with a growing population, increasing wages and historical low unemployment rates. In combination with lower and stabilized interest rates this resulted in increased housing prices. The demand on the housing market remained high while the supply side of the housing market still could not keep up. The target of building 100.000 new houses has not been achieved with the realization of 82.000 newly built houses in 2024. This shortage of supply in combination with the high demand and increased purchasing power of private individuals in the Netherlands has led to an increase of housing prices by 8.7% 3 which is substantial higher than the initial expectations for 2024. For 2025 further increases in house prices are expected by ING (5.5%) and ABN AMRO (7%) amongst others.
Where the real estate market for institutional investors experienced a virtual standstill in 2023, it has seen a turning point in 2024. This can be ascribed to 1) equity buyers that appreciate attractive and solid rental income, 2) family offices buying real estate to sell off individually due the high housing prices, 3) investors believing the real estate price bottom has been reached together with a stabilized interest rate policy and 4) the possibility to buy real estate at more attractive yields resulting in a more healthy spread between real estate yields and government bonds. According to Capital Value investments in the Dutch residential real estate market have risen to € 7.0 billion in 2024 which is a 84% increase versus 2023 (€ 3.8 billion).
The high demand for housing and low supply of newly built houses together with the increased wages resulted in an increase of the transaction rent in the Netherlands of 7.7% to EUR 19.06 in Q4 2024 compared to Q4 2023. The table below shows the current transaction rent per square meter per month for several Dutch cities for both multi-family and single-family homes.
Q4 2023
Source: Pararius
3 https://www.cbs.nl/nl-nl/nieuws/2025
The UN’s Sustainable Development Goals
The Sustainable Development Goals (“SDG”), as published by the UN in 2015, serve as the framework for action for sustainable development on a global level. Reggewonen’s sustainability strategy is geared towards international standards and frameworks like the SDGs and the aim is for our business to contribute to achieving these goals.
We primarily focus on the following three SDGs:
Sustainable cities and communities
We attach great importance to sustainability and a liveable, high-quality environment. We are committed to making cities inclusive, safe, resilient and sustainable. As far as Reggewonen is concerned, making cities sustainable also means taking the local community’s wishes into account.
Responsible consumption and production
Climate action
Environment
Sustainability starts with ourselves, our staff and Reggewonen as an organisation. We aim to minimise our use of exhaustible sources of energy and limit chemical emissions and other pollution in the air, water and soil wherever possible and focus on renewable energy sources.
We take action to prevent climate change and we want to strengthen our resilience and become increasingly adaptive to climate-related hazards and natural disasters by integrating climate change measures into our policies, strategies and planning. We need to achieve substantial, rapid and sustained GHG emission reductions by 43% by 2030 and to net zero by 2050.
The goal is to be ‘Net Zero’ by 2050. Our carbon footprint will be mapped on the basis of the GHG protocol, and our main focus is on reducing our greenhouse gas emissions. Based on the three SDGs we want to:
• reduce unnecessary energy consumption by, among other things investing more in insulating building envelopes and in systems that only use renewable energy;
• define the energy consumption of our assets to determine the measures needed to improve their energy efficiency, while distinguishing between the three different types of energy consumption which are (i) building-related – (ii) user-related – and (iii) material-related;
• maximise the various measures that support the saving of water consumption and strive to educate tenants and communities on the use of water by providing insights and practical tips to save water;
• reduce waste by implementing the programme of requirements aimed at reducing the use of materials and a preference for using bio-based renewable materials that are circular, as well as engaging tenants and the community in waste reduction;
• contribute to good biodiversity by implementing biodiversity enhancing measures at an early stage in a real estate project development;
• take action to prevent climate change and enhance our resilience and become increasingly adaptive to climate-related hazards and natural disasters by integrating climate change measures into our policies, strategies and planning.
Sustainable cities and communities: A large part of our residential portfolio consists of a low-energy housing concept known as ‘MorgenWonen’. Tenants have little or no energy costs besides the fixed rent component. Our apartment buildings have rainwater infiltration systems to buffer rainwater and to absorb heavy downpours.
Responsible production and consumption: We prefer to heat our homes with renewable energy technologies such as air source heat pumps or aquifer thermal energy storage and 59% of our homes receive heat from renewable energy sources.
Climate action: In 2023 we have calculated our carbon footprint and energy consumption in collaboration with the Aveco de Bondt engineering company. We obtained Green Building certificates for all standing assets in 2023 including a roadmap for a climate neutral/Paris proof building in 2050.
Carbon footprint
We have decided to include emissions from all three scopes CO2 emissions, as defined by the GHG Protocol:
Scope 1 Encompasses the direct emissions from sources owned or controlled by the organisation; namely, fossil fuel consumption, and vehicles owned or controlled by the organisation.
Scope 2 Includes indirect emissions which result from electricity and district heating and cooling directly purchased by the organisation.
Scope 3 Includes all kinds of other indirect emissions from the value chain which the company indirectly contributes to, such as water consumption, waste streams, purchased goods and services, as well as emissions resulting from business travel.
Overview of total CO2 emissions in 2023 4
Social
As a member of the SDG Nederland community, Reggewonen aims to take its responsibility from a social perspective in relation to its employees, tenants and the wider community. When providing our services, conducting business and generally interacting with the community around us, we aim to ensure that human rights are respected and forced, and child labour and trafficking are eradicated.
Employees & Organisation
Reggewonen outsourced its strategic and asset management to DW Property. DW Property aims to offer its employees an attractive work environment which is characterised by diversity and personal scope for development. We believe it is important to support the good health and well-being of our staff and are committed to creating and maintaining a safe and secure work environment, an open culture and to providing the best possible working conditions for all staff, where diversity and equal opportunities are regarded as an added value. We are convinced that differences make our organization stronger and better and strive to create an inclusive culture in which differences are recognized, valued and used positively.
To ensure DW Property stays in-tune with the organisations and its employees an Employee Survey has been held in 2024 (+ 3 compared to the 2023 survey). Based on the outcome and findings the organisation will work on a structural base to implement actions and changes to support continuous development. In 2024 we submitted our diversity status and commitment in accordance with the Dutch Inclusion Quota and Targets Act (Wet ingroeiquotum en streefcijfers – “Diversity Act”) related to the reporting year 2023. To ensure we create a basis for continuous improvement, questions related to diversity are included in the employee satisfaction survey to ensure we gain insights into employees’ experiences and opinions.
4 Data related to 2024 is not yet available
Tenants & Community
Our ambition is to make a strong and positive social impact on the communities in which we own properties and invest in properties. We intend our projects to help create a social infrastructure that incorporates innovations and new technologies as an integral part of community development to shape urban, ecological and affordable housing in a socially responsible manner and help create a sustainable community. By providing opportunities for tenants as well as the wider community to interact and connect with each other we aim to create a community that is more likely to be supportive of its individual members and of sustainability initiatives.
We participate in projects which involve a combination of commercial spaces, social housing and private sector housing and which are developed in a way that creates a lively neighbourhood for residents and visitors from a variety of backgrounds (including equal building design standards). Reggewonen aims to cater for affordable housing for the need of various tenants by offering a variety of different houses (floorspace, outdoor space, single level, multiple level, apartments, family houses, etc.).
Maintaining the diversity of the community also requires awareness of the potential impact of macroeconomic fluctuations (e.g. inflation, rising (energy) costs) on tenants. To ensure that we acted in a socially responsible manner, rent increases were kept within boundaries and were not maximised in 2024. We closely monitor the affordability of our homes and debtor positions (account receivables) so that we can detect potential payment problems at an early stage.
A tenant satisfaction survey was conducted for our portfolio during 2024 to ensure that the voice and needs of tenants were heard and to provide a basis for development and improvements. The survey was conducted by an independent service provider and part of it involved tenants being asked to provide their feedback regarding (i) overall satisfaction, (ii) satisfaction with communication, (iii) satisfaction with property management and (iv) satisfaction with responsiveness. As an overall quality indicator, the net promotor score was constructed on basis of the tenant feedback provided. Our overall tenant satisfaction for 2024 was 7.4 and we outperformed the benchmark.
Governance
Our governance structure is essential to maintaining the company’s integrity. Corporate governance is necessary for effective, entrepreneurial and prudent management to deliver long-term success for our organisation. Our aim is to ensure that business is conducted competently and with integrity and due regard for the interests of all stakeholders, while embracing regulation, structure, good practice and board ability.
Compliance
During 2024 we reviewed and enhanced our compliance framework to guide and support our staff and issued our Code of Conduct which was accompanied by staff awareness training.
The Code of Conduct describes the basic corporate legal and ethical compliance principals and guidelines that apply to all employees, contractors, directors and supervisory board members and governs our activities and conduct to safeguard a professional and social environment within DW Property and towards all its external stakeholders.
To promote our core values and to provide a guideline on how to convert these values into daily practice, some compliance topics are described explicitly and in detail in policies and procedures.
This compliance framework currently contains the Code of Conduct and the following policies:
• IT & Data Security Policy
• Data Protection Policy
• Anti Bribery & Corruption Policy
• Whistleblowing Policy
• ESG Policy
Risk management
Introduction
Reggewonen considers risk management as a vital and integral part of its business as it enables the organisation to make robust choices in the pursuit of achieving its objectives.
Risk management model
Doing business involves taking risks. We strive to be a successful and respected company and seek to take a balanced risk approach. Risk management is an essential element of our corporate governance and strategy development. We continuously strive to foster a high awareness of business risks and internal controls to provide transparency in our processes and operations.
Risk management at Reggewonen concentrates on the following categories of risks: (i) strategic & industry risks, (ii) operational risks and (iii) compliance risks. The management’s task is to identify and manage these risks in its pursuit of meeting the company’s objectives. In addition, our staff play an important role in terms of risk awareness and by underlining and supporting accountability when it comes to managing risks and internal controls. This all results in Reggewonen having a robust risk control framework
Reggewonen has a relatively low risk profile as a significant portion of its returns are generated through its standing assets, which realise stable rental incomes and have relatively low levels of debt. The investments of properties under construction are relatively small compared to the standing assets. Reggewonen typically invests in projects with low risk exposure via turnkey contracts or co-developments with creditworthy and well-known contractors and developers. Overall, Reggewonen therefore has a relatively low risk profile.
The relevant risks are weighed according to the probability of a risk occurring in combination with its impact. The company’s risk appetite is set by management in close consultation with the Supervisory Board and its shareholders. All risks are determined on the basis of probability and impact and are offset against Reggewonen’s risk appetite. Risks that are deemed acceptable have a profound impact on:
• continuity;
• reputation; and / or
• revenue and profitability.
The impact, probability and our risk appetite help us to define controls and mitigating measures.
Strategic & Industrial risks
Interest rate risks
In 2022 and 2023, interest rates rose very sharply to curb high inflation. In 2024, the ECB cut its deposit rate four times by 25bp to 3.0% after European inflation moved towards the desired 2% inflation rate. However, the market had already factored in these expected cuts by the end of 2023. Consequently these ECB rate cuts had virtually no impact on the long-term interest rates commonly used for real estate financing. The long-term interest rates remained higher than the last decade, albeit relatively stable.
The risks associated with higher interest rates are the possible inability to refinance our standing portfolio or to finance new projects at attractive terms. Moreover, there is a is risk that we have to (re)finance our loans at substantial higher costs or that we are faced by unfavourable lending conditions for our loans
Our financing policy is conservative and is aimed at maintaining a solid financial position. We adopt a conservative approach with relatively low loan-to-values and relatively high debt-service-coverage ratios. Moreover we finance all of our assets for the long term and use a range of banks to spread the client risk. The average duration of our investment loan portfolio is 4.5 years For our standing assets we hedge the interest rate risk and carry out stress tests to ascertain the impact of fluctuating interest rates.
Political risks
Reggewonen is exposed to legislative and regulatory changes that may affect the rental markets in which it operates. For example, the Dutch government introduced a range of new regulations, like extending the regulated market by introducing a mid-level rent cap, in an attempt to improve the affordability of housing
Legislative and regulary risks can be mitigated by anticipating upcoming (possible) amendments in a timely manner. The company’s management has a designated legal/compliance officer who monitors the impact of new legislation and regulation for Reggewonen’s portfolio. In addition, this risk is mitigated by obtaining advice from external advisors of reputable firms
Operational risks
Investment property valuation
The value of the real estate properties is dependent on fair market valuation and valuation methodology. The risk of incorrect valuations could result in incorrect reporting of property values, net result and equity Indirectly this could result in incorrect bank covenant calculations.
The fair market value valuations of our properties are prepared in accordance with the universally accepted valuation standard, the RICS Valuation Standards. These standards are in line with Title 9, Book 2 of the Dutch Civil Code Reggewonen relies on independent valuers to ensure that the proper fair value of the assets is reflected in its Financial Statements.
To further mitigate the valuation risk, Reggewonen has assigned two independent appraisers, each valuing part of the portfolio. In addition, these valuers are appointed for a period of three years, after which rotation takes place.
Insurance risks
Reggewonen could incur substantial losses from damage which is not covered by, or exceeds the coverage limits of our insurance policy. Which, in turn, may be subject to changes in or insurance terms in the future.
In order to minimise property loss, Reggewonen insures all properties in accordance with the general insurance policy and monitors adherence to insurance conditions and completeness closely.
Climate incidents
Our portfolio could be affected by climate incidents such as flooding, heat stress, earthquakes, etc. These are risks that, to a large extent, are beyond Reggewonen’s direct control. However, in terms of mitigating the impact of climate incidents Reggewonen carefully selects new acquisitions and takes account of the climate risk associated with the location. We periodically scan the climate risk for the entire portfolio.
Compliance risks
IT & cybersecurity
Information technology failures and data security breaches could harm Reggewonen's business. More specifically, cybercrime may pose a potential threat to our business continuity. Cybercrime, or the failure of ICT systems, can result in confidential information ending up in the wrong hands.
The Staff of DW Property who is on behalf of Reggewonen performing the strategic and asset management activities. Their awareness and training is key to recognize a treat in an early stage. A high level of security applies to our IT structure. Our IT structure and data security are audited by external specialists and our server activity is monitored continuously.
Outlook for 2025
The expectations for financial year 2025 are looking well.
Demand for houses still outstrips supply, driving growth in house prices for home owners and driving rental growth and yield compression in the residential rental sector. Despite macroeconomic and geopolitical uncertainties, we believe Reggewonen is well positioned to benefit from the relatively strong real estate market.
We expect both our rental income and our EBITDA to grow in 2025 as we continue to add properties to our investment portfolio. With the addition of these new properties our interest expenses also increases. The outlook for the valuation of our real estate portfolio is positive, we expect a further capital growth. We aim to achieve positive sales result in 2025 by selectively selling off apartments and houses once they become vacant.
Reggewonen operates a high-quality residential real estate portfolio, is prudently financed and has a solid balance sheet. So we are confident that we are well poised for the future.
Deloitte Accountants B.V. For identification purposes only. Related to auditor's report dated 25 April 2025
Consolidated
statement of comprehensive income 2024
Consolidated cash flow statement 2024
Notes to the 2024 consolidated financial statements
General
Incorporation and financial year
The company was incorporated on February 22, 2012. The financial year runs from January 1 to December 31.
Relationship with parent company and main activities
The company (registered under Chamber of Commerce number 54734371), with its registered office in Rijssen is a private limited company whose shares are wholly owned by RV Nederland B.V. The company is part of a group headed by DW Property B.V. in Rijssen. The company’s financial data are included in the consolidated financial statements of DW Property B.V. in Rijssen. Copies are available from the Trade Register of the Chamber of Commerce.
Reggewonen B.V. (hereinafter also referred to as the 'Group') has as its object the holding, management, acquisition, possession and disposal of shares in private companies with capital divided into shares, and the incorporation of these companies, as well as the acquisition, disposal and operation of movable and immovable property, and furthermore the performance of all commercial, industrial and financial operations. The company can also participate in or manage other companies or undertakings with a similar or related purpose.
Standards applied
The presentation and functional currency is the euro (€).
Consolidation principles
The consolidated financial statements include the financial data of Reggewonen B.V. and its group companies and other legal entities over which dominant control can be exercised or which fall under the authority of central management.
Group companies are participating interests in which Reggewonen B.V. holds a controlling interest, or in which decisive influence can be exercised in some other way. In determining whether decisive influence can be exercised, financial instruments which contain potential voting rights and which can be directly exercised are taken into account. Participations held for sale are exempt from consolidation.
Newly acquired participating interests are included in the consolidation from the moment at which decisive influence can be exercised. Participating interests that have been disposed of are included in the consolidation until the moment this influence ends
Intercompany debts, claims and transactions and profits made within the Group are eliminated in the consolidated financial statements. The group companies are consolidated comprehensively, with the noncontrolling interest of third parties expressed separately.
See “Other information” for an overview of the (consolidated) group companies.
Application of section 402 Book 2 of the Dutch Civil Code
Reggewonen B.V.'s financial data is included in the consolidated financial statements. In accordance with section 402 Book 2 of the Dutch Civil Code, Reggewonen B.V.’s company profit and loss account therefore only reports the share in the result of participating interests after taxes and the other result after taxes.
Accounting policies
General principles for the preparation of the financial statements
The financial statements have been prepared in accordance with the provisions of Title 9, Book 2 of the Dutch Civil Code.
Valuation of assets and liabilities and determination of earnings are based on historical cost unless otherwise stated.
Income and expenses are allocated to the year to which they relate. Gains are recognized only to the extent that they have been realized at the balance sheet date. Liabilities and potential losses originating before the end of the reporting year are taken into account if they have become known before the preparation of the financial statements.
The company's presentation and functional currency is the euro (€).
Investment property in operation
Investment property in operation is recognised at fair value.
The investment property in operation is externally valued every year. If the management board deems this important, the investment property in operation will be valued externally more frequently. The external valuations are carried out by independent experts.
The fair value is the market value (purchasing costs payable by the purchaser), i.e. the estimated amount for which the property could be sold on the balance sheet date between well-informed and willing parties who are independent, where the parties are acting carefully and without duress. The fair value is the higher of the market value when let and - to the extent the property is suitable for selling off in individual units - the net realisable value upon sale of the various components individually.
The market value when let is determined based on the capitalisation of market rents less operating expenses, such as maintenance, insurance costs and fixed charges. In determining the market value, the net capitalisation factor and present value of the differences between market rent and contractual rent, vacancy and of the maintenance expenses are determined per property. The purchasing costs payable by the buyer, including transfer tax, are deducted from the market value.
The individual unit sale value represents the amount that the various components (specifically: homes or commercial units) will reasonably bring in upon sale, after the seller has offered these on the market in the usual manner, after the best preparation, unencumbered by tenancy or use and vacated, or with continuation of the present lease(s) and with deduction of transfer tax and selling costs that must reasonably be incurred by the seller.
Expenditure dating from after the purchase will be added to the carrying amount if it is plausible that it will give rise to future economic gains. All other expenditure, such as repair and maintenance, is chargeable to the result for the period in which those costs were incurred.
Changes in the fair value are recognised in the result, whereby a revaluation reserve is also created, taking into account a deferred tax liability. Increases in the fair value are credited to the individually determined revaluation reserve. Decreases are deducted from this, but only to the level of the original cost. Decreases in the fair value to below cost are charged to the other reserves. If the fair value subsequently rises again, the increases up to cost are credited to the other reserves and the further increases are credited to the revaluation reserve.
Investment property under construction
Property under construction for the company's own portfolio and future operation is classified as ‘investment property under construction'. Investment property under construction for which the fair value can be reliably determined is recognised at fair value. In other cases, investment property under construction is recognised at cost, including capitalised interest, less any cumulative impairment losses. The costs of investment property under construction comprise all directly attributable costs required to make the project ready for use. When the investment property under construction is technically completed and available for letting, it is included under ‘investment property in operation'.
Financial fixed assets
Non-consolidated participating interests in which significant influence can be exercised on the business and financial policies are valued using the equity accounting method based on the net asset value. In determining the net asset value, the accounting policies of Reggewonen B.V. are applied. Participating interests with a negative asset value are stated at nil. If Reggewonen B.V. guarantees the debts of the particular participating interests, a provision is formed. This provision is charged primarily to the receivables from this participating interest and for the rest to the provisions equal to the share in the losses incurred by the participating interest, or to the expected payments by Reggewonen B.V. on behalf of these participating interests.
Participating interests over which no significant influence is exercised are valued at the acquisition price or permanently lower value in use.
The accounts receivable from and loans to participating interests and other receivables are stated at fair value upon first recognition and subsequently at amortised cost, which is equal to the nominal value, less any provisions deemed necessary.
Derivatives
Reggewonen B.V. uses derivatives to (partially) hedge the interest rate risks related to its financing activities. The derivatives are not held or issued for trading purposes.
Derivatives are initially recognised at cost. After initial recognition, derivatives are stated at fair value. When measured at fair value, changes in value are recognised directly in the result, unless there is a cash flow hedge, in which case the result is recognised directly in shareholder’s equity. In the event of changes in fair value, a deferred tax asset or liability is taken into account.
The fair value of derivatives is the amount that the Group expects to receive or pay if the derivative is terminated on the balance sheet date, taking into account current interest rates and the current credit risk of the relevant counterparties on the balance sheet date. The derivatives are recognised either under fixed assets or under non-current liabilities, due to the long-term nature of these financial instruments.
If a financial interest rate derivative can be designated as a hedge (effective hedge) of the potential variability in cash flows attributable to a particular risk associated with an asset or liability or highly probable future transaction, then the portion of the result arising from the change in value of the financial interest rate derivative that is determined to be an effective hedge is recognised directly in shareholder’s equity. The ineffective portion of the financial interest rate derivative is recognised in the profit and loss account.
If an interest rate derivative expires or is sold, terminated or exercised, or if the entity revokes the designation of the hedge, then the cumulative unrealised gain or loss recognised in shareholder’s equity is transferred to the profit and loss account.
Gross rental income
Gross rental income is defined as the rents charged to tenants for the year under review.
Other operating income
Other operating income includes results that are not directly related to the delivery of goods or services in the context of normal, non-incidental business activities. These revenues are allocated to the reporting period in accordance with the content of the agreement.
Other operating income consists of proceeds from the sale of a participating interest.
Service expenses recharged to tenants
These are amounts received from tenants to cover service costs incurred. Settlement takes place annually on the basis of actual expenditure. The costs are accounted for under service costs.
Property operating expenses
This item includes the operating costs attributable to the year under review, which consist mainly of maintenance costs, fixed charges (property tax, other levies, ground rents and insurance premiums), management costs, letting expenses, costs for irrecoverable rents, and service costs. These costs can by their nature be directly attributed to the portfolio.
Result investment property
The result on sales represents the realised changes in value, i.e. the difference between the sales proceeds net of selling expenses and the most recent carrying amount (i.e. the market value most recently determined by an external valuer).
Revaluation of investment property concerns unrealised changes in the value of investment property in operation, investment property under construction. These revaluation results mainly arise from valuations (see accounting policy for property). Unrealised revaluations are accounted for in the result and a revaluation reserve is formed for this from the profit appropriation.
General expenses
The costs attributable to the year under review that relate to the operational activities are regarded as overheads. By their nature, these costs cannot be directly charged to the portfolio. These are management fees, consultancy fees and auditing and valuation costs. Management fees that are passed on are deducted from the total overheads.
Net financing costs
This includes the interest expense on loans attributable to the year under review less interest income on receivables and cash and cash equivalents and construction period interest allocated to projects in preparation, as well as other financing costs. Interest expense includes the balance of interest paid and interest received under interest rate swaps.
Net financing costs also include gains and losses arising from movements in the market value of derivatives, unless a derivative satisfies the conditions for hedge accounting (see "Derivatives").
Corporate income taxes
The corporate income taxes include both current and deferred taxes, taking into account tax facilities and non-deductible costs. No taxes are deducted from profits if and to the extent that it is possible to offset these profits against losses incurred in previous years.
Taxes are deducted from losses if it is possible to offset them against profits made in previous years and this results in a tax refund. Taxes are also deducted if it can be reasonably assumed that losses can be offset against future profits.
The taxes are calculated on the results, taking into account tax facilities.
Reggewonen B.V. and some of its group companies form part of a corporate income tax unity. DW Property heads this corporate income tax unity. The companies within the tax unit are jointly and severally liable for the tax unity as a whole.
In respect of the tax matters within the tax unity, the parent company settles with the subsidiary as if it were independently liable for tax.
Subsidiaries are not granted (or denied) any benefits which they would not have (or would have) enjoyed as independent taxpayers.
This means that the acute expense and any deferred tax positions (offsettable loss) are recognised in the current account with the parent company.
Within the tax unity, deferred tax positions relating to temporary differences in the valuation of assets and liabilities for tax purposes are included in the deferred tax position of the particular entity itself and therefore included in the consolidation.
Use of estimates
In preparing the financial statements, the company management is required, in accordance with generally accepted accounting principles, to make certain estimates and assumptions that affect the amounts recognised. The actual results can differ from these estimates.
The assets of the company and its group companies consist almost entirely of the real estate portfolio. No official quotations or price lists can be used to determine the value of the properties in this portfolio. The value of the properties is based on the principles laid down by the company for the valuation of property (the valuation system) and on the estimates made by internal and external experts in the valuation of property. This mainly concerns the discount factor (yield) to be used for each property, the market rent of lettable areas and the amount of expenditure expected to be required to keep the property in the condition on which the market rent is based. Estimates are also used to determine the value of derivatives and to recognise deferred (tax) liabilities or claims.
Financial risks
In the normal course of its business, the company is subject to market risks (including the risk of changes in fair value, interest rate risk, cash flow interest rate risk, currency risk and price risk), credit risk and liquidity risk. In order to manage these risks, the company has drawn up a policy including a system of limits and procedures to limit the risks of unpredictable adverse developments on the financial markets and by extension the financial performance of the company. For this, see the "Risk management" section on page 16
Notes to the consolidated balance sheet
1 Investment property in operation
The investment property in operation is recognised at fair value at the balance sheet date. In 2024, the portfolio of investment property in operation was fully valued by independent, external experts. The fair value as of December 31, 2024 was determined on the basis of internationally accepted valuation methods. Within the valuation of investment property in operation different valuation methods were applied for the residential segment, depending on the possibilities. The possibilities of selling off units individually were analysed and the value of the properties in the event of individual unit sales was assessed, where applicable, instead of the value when let.
Certain assumptions are used in the valuation of the property. The most important assumptions relating to the valuation when let are the discount factor (yield) to be used for each property, the market rent of lettable areas and the amount of the expenditure expected to be required to keep the property in the condition on which the market rent is based. For the value in the event of individual unit sales, assumptions are made regarding the sales value per apartment/home, the speed at which the apartments/homes can be sold (sales speed), rental income during that period and maintenance costs for that period.
For the valuation according to the scenario sale by individual unit, the appraiser assumes for the aspect "Sales velocity" that the apartments/residences are sold with a term longer than 15 years, with the sales volume varying per period per complex. The average sales value of homes (average sales value per m², expressed in €) was € 4,574 in 2024 (2023: € 4,114).
¹ Gross yield = market rent / market value at year-end (expressed as %)
² Market rent = average monthly market rent per m² at year-end (expressed in €)
³ Financial occupancy rate operating portfolio (expressed as %)
2 Investment property under construction
In 2022 Reggewonen entered into a non-cancellable contract to develop a property. Due to changes in the market, this contract was foreseen to be loss making. The obligation for the discounted future payments, net of expected income was provided for in 2022. Property devevelopment commenced in 2023 and the contract was converted into investment properties under construction. The provision is in 2023 reclassed.
Investment property under construction is property being built for the company's own portfolio and future operation. During the financial year, € 1.8 million in interest was capitalised on balance (2023: € 0.6 million).
4 Contract assets and contract liabilities
5 Accounts receivable
6 Other receivables
Provisions
The provision for deferred tax liabilities is held for differences between the commercial and fiscal valuation of the properties and the derivatives, less offsettable losses provided that these offsettable losses are not included in the tax unity with DW Property
The highest rate for Dutch corporate income tax in 2024 was 25 8% (2023: 25 8%).The provision for deferred tax liabilities is predominantly long-term in nature.
The movement in the provision for deferred tax liabilities is as follows:
The specification of the provision for deferred taxes is as follows at year-end 2024:
Interest bearing loans
The residual debt on the interest bearing loans after 5 years amounts to € 165.8 million (2023: € 130.7 million). The weighted average interest rate is 2.3% per annum on outstanding interest-bearing investment loans at year-end 2024 (2023: 2.2%). These loans have an average duration of 4.5 year (2023: 5.0 year). The weighted average interest rate on at year-end 2024 outstanding interest-bearing construction loans is 5.9% per annum (2023: 5.9%). Construction loans have a maximum duration of 0.25 years. The interest-bearing loans are secured by mortgages and pledges on rents, among other things.
Related companies A market-based interest rate is charged on debts to group companies. 13 Other payables
Assets and liabilities not included in the consolidated balance sheet
Investment commitments
As of December 31, 2024, investment commitments totalling € 30.4 million have been entered into (2023: € 67.8 million).
Liability regarding corporate tax unity
The company and its group companies form part of the DW Property B.V. fiscal entity for corporate income tax purposes. In accordance with standard conditions, the companies concerned are jointly and severally liable for the debts of the tax unity.
Other contingent liabilities
When conducting business, there is always an inherent risk of legal disputes, as is the case with Reggewonen. These (potential) legal disputes are deemed minimal. Although outcome of legal disputes cannot be predicted with certainty, it is assumed - also based on legal advice obtained - that these will not have a significant adverse effect on the consolidated financial position
During 2024 Reggewonen has actively monitored rulings that could affect Reggewonen. This more specifically applied to lower court rulings that deemed a rent review clause (containing an indexationclause and a rent increase-clause), in violation of the European Directive 93/13 d.d. 5 april 1993. As a result, rent increase clauses could be deemed null and void, potentially obstructing future rent increases. After a period on conflicting rulings from different lower courts, preliminary questions have been addressed to the Dutch Supreme Court. In its ruling the Supreme Court has determined that the rent indexation clause and rent increase clause must be reviewed separately and that a rent review clause (including a rent increase level of 3%) is not in conflict with the European directive. This outcome was in line with the expectations and risk assessment from Reggewonen.
The interest income and charges are the interest on loans, including derivatives contracts, attributable to the year under review.
20 Corporate income tax
The maximum Dutch corporate income tax rate was 25 8% (2023: 25.8%).
The tax charge in the profit and loss account for 2024 amounts to negative € 21.5 million or 25.8% of the result before tax (2023: 25.8%).
The effective tax burden can be broken down as follows:
The calculated tax has been included in the current account ratio as far as this concerns the subsidiaries which are part of the tax unity with DW Property B.V.
Remuneration of (former) key management personnel
There is no remuneration of the Management, who are (former) key management personnel of the Group
Board remuneration
Reggewonen B.V. has paid a management fee of € 3,663,859 to DWP Management B.V., which also includes the remuneration of the directors, but this cannot be quantified.
Average number of employees
No employees were employed during 2024 (2023: -)
Company balance sheet as of December 31, 2024 (before profit appropriation, amounts * €1,000)
31-12-2024
31-12-2023
Deloitte Accountants B.V.
Company
* €1,000)
Notes to the company financial statements 2024
General
The company financial statements are part of the 2024 financial statements of Reggewonen B.V. and were prepared in accordance with the provisions in Part 9, Book 2 of the Dutch Civil Code.
For the general accounting policies used in preparation of the financial statements, the policies for the valuation of assets and liabilities and determination of the result, and for the notes to the separate assets and liabilities and the results, see the notes to the consolidated balance sheet, to the extent not stated otherwise below.
The company profit and loss account has been prepared in accordance with the restrictions permitted under section 402 Part 9, Book 2 of the Dutch Civil Code. Consequently, only the share in the result of participating interests after taxes and the other result after taxes are reported.
Regarding items in the balance sheet and profit and loss account which are not explained in more detail below, see the notes to the consolidated balance sheet and profit and loss account.
Accounting policies
The accounting policies for the valuation of assets and liabilities and for the determination of the result are the same as those used for the consolidated balance sheet and profit and loss account.
Subsidiaries
Subsidiaries in which significant influence is exerted on the business and financial policies are valued at net asset value, but no lower than nil. This net asset value is calculated on the basis of the valuation principles of Reggewonen B.V. If the net asset value is negative, the subsidiary is valued at nil. Other long-term interests which should in fact be considered part of the net investment in the subsidiary are also taken into account. If the company wholly or partly guarantees the debts of the particular subsidiary or has the constructive obligation to enable the subsidiary (for its share) to pay its debts, a provision is formed. In determining the size of this provision, provisions for doubtful debt already deducted from receivables from the subsidiary are taken into account.
Notes to the company balance sheet
(amounts * €1,000)
Subsidiaries
The movements in the subsidiaries are as follows:
22 Shareholders’ equity
Issued capital
The authorised capital of the company amounts to € 90,000, divided into 900 ordinary shares of €100. 180 shares are currently subscribed and fully paid up.
Share premium reserve
The share premium consists of the capital paid up on shares in excess of the nominal value. The share premium can be distributed completely tax-free.
Assets and liabilities not included in the company balance sheet
Guarantee obligations
Guarantees have been issued by Reggewonen B.V. for some group companies and subsidiaries included in the consolidation in respect of financing agreements entered into. As such, the legal entity is jointly and severally liable for the obligations arising from these financing agreements.
Rijssen, 25 April 2025
board of directors, on behalf of:
DWP Management B.V., on behalf of:
J.W.H. Weissink
Steggink
J.J.
Deloitte Accountants B.V.
For identification purposes only. Related to auditor's report dated 25 April 2025
Independent auditor's report
To the shareholder of Reggewonen B.V.
Report on the audit of the financial statements 2024 included in the annual report
Our opinion
We have audited the financial statements 2024 of Reggewonen B.V., based in Rijssen.
In our opinion:
• The accompanying consolidated financial statements give a true and fair view of the financial position of Reggewonen B.V. as at 31 December 2024, and of its consolidated result for 2024 in accordance with Part 9 of Book 2 of the Dutch Civil Code.
• The accompanying company financial statements give a true and fair view of the financial position of Reggewonen B.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 financial statements comprise:
1.The consolidated and company balance sheet as at 31 December 2024.
2.The consolidated and company profit and loss account for 2024.
3.The consolidated statement of comprehensive income for 2024.
4.The consolidated cash flow statement 2024.
5.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 Reggewonen B.V. in accordance with 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.
Deloitte Accountants B.V. is registered with the Trade Register of the Chamber of Commerce under number 24362853. Deloitte Accountants B.V. is a Netherlands affiliate of Deloitte NSE LLP, a member firm of Deloitte Touche Tohmatsu Limited.
Deloitte Accountants B.V. For identification purposes only. Related to auditor's report dated 25 April 2025
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 was addressed in this context, and we do not provide a separate opinion or conclusion on these matters.
Scope of the group audit
Reggewonen B.V. is at the head of a group of entities. The financial information of this group is included in the consolidated financial statements of Reggewonen B.V.
Because we are ultimately responsible for the opinion, we are responsible for directing, supervising and performing the group audit. In this respect we have determined the nature and extent of the audit procedures to be carried out on the entities. We have included all entities which are part of the group in our audit scope.
We have performed the audit procedures ourselves, we did not make us of component auditors.
Based on our work performed we have been able to obtain sufficient and appropriate audit evidence about the group's financial information to provide an opinion on the consolidated financial statements.
Audit approach 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 entity and its environment and the components of the system of internal control, including the risk assessment process and management's process for responding to the risks of fraud and monitoring the system of internal control. We refer to section fraud risks of the management report for management's fraud 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 among others the code of conduct, whistle blower procedures and incident registration. We evaluated the design and the implementation and, where considered appropriate, tested the operating effectiveness, 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. We evaluated whether these factors indicate that a risk of material misstatement due to fraud is present.
Deloitte Accountants B.V. For identification purposes only. Related to auditor's report dated 25 April 2025
Valuation of investment property (under construction)
In relation to valuation of investment properties (under construction) a potential fraud risk is identified to revaluations and other deviations from the normal valuation process, management’s adjustment of external valuations, optimistic estimation of gross initial yield, market rent, vacant values and/or other assumptions including combinations of estimates that result in a relatively high value.
Valuation of investment property (under construction) is a significant area to our audit as the valuation is inherently judgmental in nature, due to the use of assumptions that are highly sensitive, any change in assumptions may have a significant effect on the outcome given the relative size of the investment property balance.
We evaluated whether the judgments and decisions made by management in making the accounting estimates included in the financial statements indicate a possible bias that may represent a risk of material misstatement due to fraud.
Management insights, estimates and assumptions related to valuation of investment property have a major impact on the financial statements and are disclosed in note 1 and note 2 of the financial statements.
We have performed a retrospective review of management judgments and assumptions related to significant accounting estimates reflected in prior year financials statements. Valuation of investment property is a significant area to our audit as the valuation is inherently judgmental in nature, due to the use of assumptions that are highly sensitive, any change in assumptions may have a significant effect on the outcome given the relative size of the investment property balance.
Our audit procedures included, among others, the following:
We have gained understanding of the valuation process and tested the design and implementation of Reggewonen B.V.’s relevant controls with respect to the data used in the valuation of the investment property.
We noted that management involved established international parties to assist with the valuation of the investment properties. We evaluated the competence of Reggewonen B.V.’s external appraiser, which included consideration of their qualifications and expertise.
We have determined that the valuation methods as applied by Management, as included in the valuation reports, are appropriate and consistent with prior year.
We have challenged the significant assumptions used (such as gross initial yield, market rent levels, vacant possession
value) against relevant market data. We have involved our internal real estate valuation experts in these assessments.
We have assessed the sensitivity analysis on the key input data and assumptions to understand the impact of reasonable changes in assumptions on the valuation and other key performance indicators (i.e. loan covenants).
We reconciled the fair value carrying amounts of all investment properties to the external valuation reports as per 31 December 2024
This did not lead to indications for fraud potentially resulting in material misstatements.
Audit approach compliance with laws and regulations
We assessed the laws and regulations relevant to the entity through discussion with the Management Board, reading minutes. As a result of our risk assessment procedures, and while realizing that the effects from non- compliance could considerably vary, we considered the following laws and regulations: (corporate) tax law and the requirements under Part 9 of Book 2 of the Dutch Civil Code with a direct effect on the financial statements as an integrated part of our audit procedures, to the extent material for the financial statements.
We obtained sufficient appropriate audit evidence regarding provisions of those laws and regulations generally recognized to have a direct effect on the financial statements.
Apart from these, the entity is subject to other laws and regulations where the consequences of noncompliance could have a material effect on amounts and/or disclosures in the financial statements, for instance, through imposing fines or litigation.
Given the nature of the entity's business and the complexity of these other laws and regulations, there is a risk of non-compliance with the requirements of such laws and regulations.
Our procedures are more limited with respect to these laws and regulations that do not have a direct effect on the determination of the amounts and disclosures in the financial statements. Compliance with these laws and regulations may be fundamental to the operating aspects of the business, to the entity's ability to continue its business, or to avoid material penalties (e.g., compliance with the terms of operating licenses and permits or compliance with environmental regulations) and therefore non-compliance with such laws and regulations may have a material effect on the financial statements. Our responsibility is limited to undertaking specified audit procedures to help identify non-compliance with those laws and regulations that may have a material effect on the financial statements. Our procedures are limited to (i) inquiry of management, the compliance officer and others within the entity as to whether the entity is in compliance with such laws and regulations and (ii) inspecting correspondence, if any, with the relevant licensing or regulatory authorities to help identify non-compliance with those laws and regulations that may have a material effect on the financial statements.
Naturally, we remained alert to indications of (suspected) non-compliance throughout the audit.
Deloitte Accountants B.V. For identification purposes only. Related to auditor's report dated 25 April 2025
Finally, we obtained written representations that all known instances of (suspected) fraud or noncompliance with laws and regulations have been disclosed to us.
Audit approach going concern
The Financial Statements of Reggewonen B.V. have been prepared on the basis of the going concern assumption. As indicated in the responsibilities of the Management Board below, the Management Board is responsible for assessing the company's ability to continue as a going concern.
We have evaluated the Management Board's assessment of the Company's ability to continue as a going concern and inquired the Management Board regarding any knowledge of events or conditions beyond the period of the Management Board's assessment. On the basis of our audit procedures, we have not identified any indication that would give rise to uncertainty on the Company's ability to continue as a going concern. The Company has total investment commitments totalling € 30.4 million which have been entered into. These investment commitments will be financed via, (a) the available cash position as per 31 December 2024, (b) the cashflow from the operational result, (c) additional drawdowns from existing loan facilities, (d) sell-off of individual units, (e) as well as the current account to the extent needed. We have checked the committed loans noting sufficient headroom in the current market circumstances. Sensitivity analyses indicates that breach of covenants is unlikely in the near future. Furthermore, we noted that there is no indication that cash positions and cash flows will be insufficient to meet future obligations. The tenant mix does not lead to concern over dependency on a single tenant or group of tenants in respect to the rental income and respective cash flows.
This did not lead to indications of the company not being able to continue as a going concern.
Report on the 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.
The other information consists of:
• Management board's report
• The other information as required by Part 9 of Book 2 of the Dutch Civil Code.
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 all the information regarding the management report and the other information as required by Part 9 of Book 2 of the Dutch Civil Code.
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 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.
Management is responsible for the preparation of the other information, including the Management Board Report in accordance with Part 9 of Book 2 of the Dutch Civil Code, and the other information as required by Part 9 of Book 2 of the Dutch Civil Code.
Deloitte Accountants B.V.
For identification purposes only. Related to auditor's report dated 25 April 2025
Description of responsibilities regarding the financial statements
Responsibilities of management for the financial statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with Part 9 of Book 2 of the Dutch Civil Code. Furthermore, management is responsible for such internal control as management 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, management is responsible for assessing the company's ability to continue as a going concern. Based on the financial reporting framework mentioned, management should prepare the financial statements using the going concern basis of accounting unless management either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.
Management 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.
Our responsibilities for the audit of the financial statements
Our objective is to plan and perform the audit assignment 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 errors and fraud, 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 scepticism throughout the audit, in accordance with Dutch Standards on Auditing, ethical requirements and independence requirements. Our audit included among others:
• Identifying and assessing the risks of material misstatement of the financial statements, whether due to fraud or error, designing and performing audit procedures responsive to those risks, and obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion. 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.
• 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. Deloitte Accountants B.V.
Provisions in the articles of association concerning profit appropriation
In accordance with article 15 of the company's articles of association, the profit is at the disposal of the General Meeting.
The company may only make distributions to the shareholders and other persons entitled to the profit available for distribution insofar as the shareholder’s equity exceeds the paid-up and called-up portion of the capital plus the reserves that must be maintained pursuant to the law.
Deloitte Accountants B.V.